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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 27, 2005


BEL FUSE INC.
(Exact name of registrant as specified in charter)


New Jersey
0-11676
22-1463699
(State or other
(Commission
(IRS Employer
jurisdiction of
File Number)
Identification
incorporation)
  
Number)


206 Van Vorst Street, Jersey City, New Jersey
07302
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:
(201) 432-0463

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14s-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

o Pre-commencement pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
 
On April 27, 2005, Bel Fuse Inc. (the “Company”) issued a press release regarding results for the three months ended March 31, 2005. A copy of this press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
 
In accordance with General Instruction B.6 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
 
(c)    Exhibits
 
As described in Item 2.02 of this Report, the following Exhibit is furnished as part of this Current Report on Form 8-K:
 
 
99.1 Press Release of Bel Fuse Inc. dated April 27, 2005.
 

2
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
  BEL FUSE INC
 
 		  
 		  
 
Date: April 27, 2005 By:   /s/ Daniel Bernstein
 
Name: Daniel Bernstein
Title: President
 

3


EXHIBIT INDEX

Exhibit No.
  
Description

99.1
  
Press release, dated April 27, 2005, issued by the Company.
 
4

 
Unassociated Document

 
Bel Fuse Inc.
206 Van Vorst Street
Jersey City, NJ 07302
www.belfuse.com
tel 201.432.0463
fax 201.432.9542
 
Investor Contact:
Neil Berkman Associates
(310) 277-5162
 info@berkmanassociates.com
  
Company Contact:
Daniel Bernstein
President
(201) 432-0463
 
 
Bel Reports First Quarter Results


JERSEY CITY, New Jersey, April 27, 2005 . . . Bel Fuse Inc. (NASDAQ:BELFA & NASDAQ:BELFB) today announced financial results for the first quarter of 2005.
 
For the three months ended March 31, 2005, revenue increased 7% to $45,438,000 from $42,357,000 for the first quarter of 2004. Net earnings were $4,313,000, or $0.37 per diluted share, compared to $4,655,000, or $0.41 per diluted share, for the same period last year.
 
"We were pleased by the increase in revenue, especially because the first quarter was our weakest quarter of the year in both 2003 and 2004. Gross margin was reduced slightly compared to prior year by an unfavorable mix of sales, although the unusually high tax rate due to an accrual for higher taxes in Asia was primarily responsible for the decline in earnings for the quarter," said Daniel Bernstein, Bel's President.
 
Bernstein continued, "The acquisition of Galaxy Power Inc. we completed on March 23, 2005 brought to Bel a strong team of engineering professionals and an extensive line of custom power products that have proven themselves in the marketplace. We already have eliminated approximately $600,000 of annualized overhead costs, and we anticipate additional savings as we integrate the Galaxy facility and its portfolio of power products into Bel's global manufacturing and sales channels."
 
Bernstein added, "On April 4, 2005, Bel reiterated its interest in pursuing a business combination with Artesyn Technologies, Inc., and our willingness to begin negotiations. However, in light of the recent Galaxy acquisition and additional investments in our power group, we also notified Artesyn that we would not remain open to such discussions indefinitely and that a failure of Artesyn to respond in a timely manner could diminish Bel's valuation of Artesyn. As of today there has been no response from Artesyn."
 
At March 31, 2005, Bel had cash, cash equivalents and marketable securities of approximately $88,600,000, working capital of approximately $115,300,000, a current ratio of 4-to-1, total long-term debt of $6,000,000 (of which $2,000,000 is current) and shareholders' equity of approximately $179,800,000.

About Bel
 
Bel (www.belfuse.com) and its subsidiaries are primarily engaged in the design, manufacture and sale of products used in networking, telecommunications, high speed data transmission, automotive and consumer electronics. Products include magnetics (discrete components, power transformers and MagJack7s), modules (DC/DC converters, integrated analog front end modules, custom designs), circuit protection (miniature, micro and surface mount fuses) and interconnect devices (passive jacks, plugs and cable assemblies). The Company operates facilities around the world.

 
(more)


Bel Reports First Quarter Results
April 27, 2005
Page Two

Conference Call
 
Bel has scheduled a conference call at 11:00 a.m. EDT today. A simultaneous webcast of the conference call may be accessed from the Investor Info link at www.BelFuse.com. A replay will be available after 1:00 p.m. EDT, for a period of twenty days, at this same Internet address. For a telephone replay, dial (800) 633-8284, reservation #21230084 after 1:00 p.m. EDT.

Forward-Looking Statements
 
Except for historical information contained in this news release, the matters discussed (including the statements regarding expected savings from the Galaxy acquisition) are forward looking statements that involve risks and uncertainties. Among the factors that could cause actual results to differ materially from such statements are: the market concerns facing our customers, the continuing viability of sectors that rely on our products, the effect of business and economic conditions; the difficulties inherent in integrating remote businesses that may have followed business practices that differ from the Company's business practices; capacity and supply constraints or difficulties; product development, commercializing or technological difficulties; the regulatory and trade environment; uncertainties associated with legal proceedings; the market's acceptance of the Company's new products and competitive responses to those new products, and the risk factors detailed from time to time in the Company's SEC reports. In light of the risks and uncertainties, there can be no assurance that any forward-looking statement will in fact prove to be correct. We undertake no obligation to update or revise any forward-looking statements.


(table attached)
#385x



BEL FUSE AND SUBSIDIARIES
          
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS DATA
  
($ 000s omitted, except for per share data)
          
           
   
Three Months Ended
  
   
March  31,
  
   
2005
  
2004
  
   
(unaudited)
  
           
Net Sales
  
$
45,438
  
$
42,357
  
               
Cost of expenses:
              
Cost of sales
    
32,689
   
29,791
 
Selling, general and administrative expenses
    
7,221
   
6,951
 
               
               
Income from operations
    
5,528
   
5,615
 
               
Other income - net
    
159
   
48
 
               
Earnings before income tax provision
    
5,687
   
5,663
 
Income tax provision
    
1,374
   
1,008
 
               
Net earnings
  
$
4,313
  
$
4,655
  
               
Net earnings per common share
              
Basic
  
$
0.37
  
$
0.42
  
Diluted
  
$
0.37
  
$
0.41
  
               
Weighted average common shares outstanding
              
Basic
    
11,372
   
11,204
 
Diluted
    
11,507
   
11,455
 
               



CONDENSED CONSOLIDATED BALANCE SHEET DATA
  
($ 000s omitted)
                      
   
Mar. 31,
  
Dec. 31,
      
Mar. 31,
  
Dec. 31,
  
ASSETS
  
2005
  
2004
  
LIABILITIES & EQUITY
  
2005
  
2004
  
   
(unaudited)
  
(audited)
      
(unaudited)
  
(audited)
  
Current assets
  
$
156,744
  
$
159,768
    
Current liabilities
  
$
41,485
  
$
32,144
  
                                 
Property, plant &
                                
equipment - net
    
41,446
   
41,245
   
Long-term liabilities
    
6,482
   
6,762
 
                                 
Goodwill, net
    
22,483
   
9,882
   
Deferred income taxes
    
532
   
410
 
                                 
Intangibles &
                                
    and other assets
    
7,583
   
6,882
   
Stockholders' equity
    
179,757
   
178,461
 
Total assets
  
$
228,256
  
$
217,777
    
Total liabilities & equity
  
$
228,256
  
$
217,777