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): February 16, 2006
BEL
FUSE INC.
(Exact
name of registrant as specified in charter)
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New
Jersey
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0-11676
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22-1463699
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer Identification
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incorporation)
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File
Number)
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Number)
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206
Van Vorst Street, Jersey City, New
Jersey
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07302
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(Address
of principal executive
offices)
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(Zip
Code)
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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:
| [ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| [ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14s-2(b) under the Exchange Act (17
CFR
240-14d-2(b))
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Pre-commencement
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On
February 16, 2006, Bel Fuse Inc. (the “Company”) issued a press release
regarding results for the year ended December 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 February 16, 2006.
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 | ||
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| By: | /s/ Daniel Bernstein | |
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Name: Daniel Bernstein |
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| Title: President | ||
| Date: February 16, 2006 | ||
EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
release, dated February 16, 2006, issued by the Company.
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 |
FOR
IMMEDIATE RELEASE
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Bel
Fuse Inc.
206
Van Vorst Street
Jersey
City, NJ 07302
www.belfuse.com
tel
201.432.0463
fax
201.432.9542
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Investor
Contact:
Neil
Berkman Associates
(310)
277-5162
info@berkmanassociates.com
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Company
Contact:
Daniel
Bernstein
President
(201)
432-0463
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Bel
Reports Record Revenue
For
The Fourth Quarter and 2005
Announces
Fourth Quarter Repatriation of $45 Million
JERSEY
CITY, New Jersey,
February
16, 2006 . . . Bel
Fuse Inc. (NASDAQ:BELFA & NASDAQ:BELFB)
today
announced preliminary and unaudited financial results for the three and twelve
months ended December 31, 2005, highlighted by record revenue for the fourth
quarter and year as a whole. The Company also reported that it repatriated
$45,000,000 in cash in the fourth quarter and a total of $70,600,000 during
2005.
"Organic
growth and acquisitions contributed to our solid performance for 2005," said
Daniel Bernstein, President of Bel. "Our initiatives in the power products
market are beginning to generate significant new business for Bel, and we
believe that the Company is well-positioned for the future. We also took
advantage of the opportunity to repatriate a significant amount of cash during
the year, which increases our flexibility as we continue to implement our
strategy for long-term growth."
Fourth
Quarter Results
For
the
fourth quarter of 2005, revenue increased 15% to $56,684,000 compared to revenue
of $49,289,000 for the fourth quarter of 2004. This increase was driven
primarily by double-digit growth in sales of DC/DC converter power products
and
higher sales of MagJack® connector modules, and by revenue of approximately
$3,600,000 from the acquisitions of Galaxy and NetWatch earlier in the year.
Reflecting a change in the mix of sales as well as higher energy, raw materials
and transportation costs, gross margin declined to 26% from 29% a year
earlier.
Earnings
before income tax provision were $6,163,000 for the fourth quarter of 2005
versus $6,513,000 for the fourth quarter of 2004. Net earnings for the fourth
quarter of 2005 were $3,265,000, or $0.28 per diluted share. This compares
to
net earnings of $6,028,000, or $0.51 per diluted share, for the prior-year
period.
Net
earnings for the fourth quarter of 2005 included taxes of approximately
$2,100,000 in connection with the repatriation of $45,000,000 during the period.
Before this tax, earnings were approximately $0.46 per diluted
share.
At
December 31, 2005, Bel had cash, cash equivalents and marketable securities
of
approximately $93,000,000, working capital of approximately $130,000,000, a
current ratio of 4.5-to-1, no long-term debt, and shareholders' equity of
approximately $201,600,000.
2005
Results
For
2005,
revenue increased 14% to $215,916,000, which included revenue from the
acquisitions of Galaxy and NetWatch of approximately $12,000,000. Revenue for
2004 was $190,021,000.
(more)
Bel
Reports Record Revenue For The Fourth Quarter and 2005
February
16, 2005
Page
Two
Earnings
before provision for income tax for 2005 were $27,715,000 compared to
$28,371,000 for 2004. In addition to higher energy, raw materials and
transportation costs and the impact of the mix of sales, pre-tax earnings for
2005 included non-cash stock-based compensation expense of $248,000. Pre-tax
earnings for 2004 included $2,935,000 in proceeds from the settlement of legal
proceedings.
Net
earnings for 2005 were $20,233,000, or $1.75 per diluted share. This compares
to
net earnings for 2004 of $24,722,000, or $2.15 per diluted share.
Net
earnings for 2005 included taxes of approximately $3,100,000 in connection
with
the repatriation of $70,600,000 during the year. Before this tax, earnings
were
approximately $2.01 per diluted share.
The
Company cautions that its fourth quarter and year-end results are preliminary
and unaudited.
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 MagJack®s), 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.
Conference
Call
Bel
has
scheduled a conference call at 11:00 a.m. EST 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. EST at this same Internet address.
For
a telephone replay, dial (800) 633-8284, reservation #21283141 after 1:00 p.m.
EST.
Forward-Looking
Statements
Except
for historical information contained in this news release, the matters discussed
including the statements regarding the Company's positioning for the future
and
long-term growth strategy 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 business 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.
Non-GAAP
Financial Measures
The
presentation of earnings per diluted shares excluding the impact of taxes
associated with the repatriation of funds may constitute a Non-GAAP Finanancial
Measure. The Company believes that such information is useful in demonstrating
the consequences of such repatriation.
(table
attached)
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BEL FUSE AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
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|||||||||||||
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($000s omitted, except for per share data)(Unaudited)
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Three Months Ended
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Twelve Months Ended
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December 31,
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December 31,
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2005
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2004
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2005
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2004
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(unaudited)
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(unaudited)
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Net Sales
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$
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56,684
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$
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49,289
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$
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215,916
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$
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190,022
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Cost of expenses:
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Cost of sales
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41,872
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34,781
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155,673
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132,776
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Selling, general and administrative expenses
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8.974
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8,248
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33,626
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31,302
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Fixed asset write-down
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--
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--
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--
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1,033
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50,846
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43,029
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189,299
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165,111
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Income from operations
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5,838
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6,260
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26,617
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24,911
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Other income - net
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325
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253
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1,098
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525
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Lawsuit proceeds
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--
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--
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--
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2,935
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Earnings before income tax provision
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6,163
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6,513
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27,715
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28,371
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Income tax provision
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2,898
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485
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7,482
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3,649
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Net earnings
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$
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3,265
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$
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6,028
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$
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20,233
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$
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24,722
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Net earnings per common share
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Basic
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$
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0.28
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$
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0.52
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$
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1.76
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$
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2.19
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Diluted
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$
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0.28
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$
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0.51
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$
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1.75
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$
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2.15
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Weighted average common shares outstanding
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Basic
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11,698
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11,352
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11,510
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11,284
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Diluted
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11,757
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11,510
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11,593
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11,511
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CONDENSED CONSOLIDATED BALANCE SHEET DATA
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($ 000s omitted)
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Dec. 31,
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Dec. 31,
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Dec. 31,
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Dec. 31,
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|||||||||||||
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ASSETS
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2005
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2004
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LIABILITIES & EQUITY
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2005
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2004
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(Unaudited)
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(Audited)
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(Unaudited)
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(Audited)
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|||||||||||||
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Current Assets
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$
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167,334
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$
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160,713
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Current
liabilities
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$
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37,234
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$
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32,144
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Property, plant
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& equipment, net
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42,379
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41,245
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Long-term
liabilities
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2,718
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6,762
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Goodwill, net
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22,428
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9,882
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Deferred
income taxes
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--
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410
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Intangibles & other assets
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9,387
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5,937
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Stockholders'
equity
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201,576
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178,461
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Total Assets
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$
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241,528
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$
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217,777
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Total
liabilities & equity
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$
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241,528
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$
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217,777
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