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): July 27, 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
incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification
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:
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
July
27, 2006, Bel Fuse Inc. (the “Company”) issued a press release regarding results
for the six and three months ended June 30, 2006. 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 July 27, 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: July 27, 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 July 27, 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
Second Quarter Net Sales Increased 16%
To
A New Record; Net Income is $0.74 Per Share
First
Half Net Sales Increased 17%
JERSEY
CITY, New Jersey,
July
27, 2006 -- Bel
Fuse Inc. (NASDAQ:BELFA & NASDAQ:BELFB)
today
announced financial results for the second quarter of 2006, highlighted by
a 16%
increase in net sales to a new record.
For
the
three months ended June 30, 2006, net sales 16% to a record $66,474,000 compared
to net sales of $57,545,000 for the second quarter of 2005. Net income was
$8,763,000, or $0.74 per diluted share, compared to $6,669,000, or $0.58 per
diluted share, for the second quarter of 2005. This year's second quarter
results included a pre-tax gain of $5,240,000 on the sale of the Company's
shares in Artesyn Technologies, Inc., offset by a $1,000,000 accrual (classified
as an SG&A charge for accounting purposes) for performance bonuses awarded
by the Board in connection with the Artesyn investment. Second quarter results
also included a casualty loss of $133,000 for costs associated with the
previously reported fire at Bel's leased manufacturing facility in the Dominican
Republic. Production at this facility has returned to its pre-fire
pace.
For
the
six months ended June 30, 2006, net sales increased 17% to a record $121,100,000
from $102,984,000 for the same period last year. Net income was $12,761,000,
or
$1.08 per diluted share. This compares to net income of $10,982,000, or $0.95
per diluted share, for the first six months of 2005. Results for this year's
first half included a pre-tax gain of $5,151,000 on the sale of marketable
securities (offset by the above-mentioned $1,000,000 accrual) and a casualty
loss of $1,097,000.
"Second
quarter sales of circuit protection products were the best in six years. Record
results also benefited from strong sales of DC-DC modules, integrated front
end
modules acquired from APC and strong growth of interconnect devices manufactured
by Stewart, a division we acquired from Insilco. Stewart and APC both achieved
record sales for the quarter and we are extremely pleased with their progress
since their acquisition three years ago," said Daniel Bernstein, president
of
Bel.
"Our
record revenue is especially noteworthy in view of the difficult environment
in
the global electronic components industry. The volatility of raw materials
prices, higher energy and transportation costs and the fire at the Dominican
Republic facility affected Bel's second quarter profitability," Bernstein
said.
"We
plan
to continue to grow our business both internally and through appropriate
acquisitions," Bernstein added. On July 13, 2006, Bel announced that its 100%
subsidiary Bel Ventures Inc. had acquired 4,900,000 shares of stock of Toko,
Inc. (TSE: 6801), corresponding to 5.0% of Toko's total outstanding shares.
Toko
is a manufacturer of voltage regulators, choke coils,
inductors, inverters and converters, white LED drivers, LC and other filters
interface
(more)
Bel
Second Quarter Sales Increased 16% To A New Record
Page
Two
July
27,
2006
modules
and wireless LAN modules. "Bel has presented to Toko's management ways to
combine the respective strengths of the two companies, and we are hopeful that
we will resume discussions with Toko to determine how best to maximize
shareholder value for both companies. We are reviewing our various strategic
options before we determine how best to move forward," Bernstein
said.
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 20 days, at this
same Internet address. For a telephone replay, dial (800) 633-8284, reservation
#21292696 after 1:00 p.m. EDT.
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.
Forward-Looking
Statements
Except
for historical information contained in this news release, the matters discussed
in this press release (including the statements regarding growth
of the Company's business and discussions with Toko, Inc.) 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; difficulties inherent
in predicting the outcome of negotiations relating to potential business
combinations; 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)
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BEL FUSE AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS DATA
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($000s omitted, except for per share data)(Unaudited)
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2006
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2005
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2006
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2005
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Net Sales
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$
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66,474
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$
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57,545
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$
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121,100
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$
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102,984
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Costs and expenses:
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Cost of sales
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50,262
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40,692
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90,249
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73,381
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Selling, general and administrative expenses
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10,233
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8,619
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19,610
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15,840
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Casualty loss
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133
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--
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1,097
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--
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60,628
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49,310
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110,956
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89,221
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Income from operations
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5,846
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8,234
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10,144
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13,763
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Interest expense and other costs
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(18
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)
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(140
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)
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(44
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)
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(208
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)
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Gain on sale of marketable securities
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5,240
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--
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5,151
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--
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Other
income
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661
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408
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1,174
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633
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Earnings before income tax provision
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11,729
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8,502
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16,425
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14,188
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Income tax provision
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2,966
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1,833
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3,664
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3,206
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Net earnings
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$
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8,763
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$
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6,669
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$
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12,761
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$
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10,982
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Net earnings per common share - basic
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$
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0.74
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$
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0.58
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$
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1.08
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$
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0.96
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Net earnings per common share - diluted
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$
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0.74
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$
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0.58
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$
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1.08
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$
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0.95
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Weighted average common shares outstanding
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Basic
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11,796
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11,468
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11,769
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11,420
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Diluted
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11,845
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11,532
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11,830
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11,520
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CONDENSED CONSOLIDATED BALANCE SHEET DATA
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($ 000s omitted)
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Jun. 30,
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Dec. 31,
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Jun. 30,
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Dec. 31,
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ASSETS
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2006
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2005
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LIABILITIES & EQUITY
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2006
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2005
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(Unaudited)
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(Unaudited)
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|||||||||||||||
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Current Assets
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$
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184,798
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$
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165,232
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Current liabilities |
$
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45,905
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$
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37,029
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Property, plant & equipment, net
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42,529
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42,379
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Long-term liabilities |
3,759
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3,451
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Goodwill, net
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24,189
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22,428
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Intangibles & other assets
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11,179
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12,017
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Stockholders' equity |
213,031
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201,576
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Total Assets
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$
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262,695
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$
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242,056
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Total liabilities & equity |
$
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262,695
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$
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242,056
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