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 30, 2010
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
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(Commission
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(IRS
Employer
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jurisdiction
of
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File
Number)
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Identification
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incorporation)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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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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¨
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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 July
30, 2010, Bel Fuse Inc. (the “Company”) issued a press release regarding results
for the quarter ended June 30, 2010. 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 30, 2010.
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.
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BEL
FUSE INC
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||
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By:
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/s/ Daniel Bernstein
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Name: Daniel
Bernstein
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Title:
President
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Date: July
30, 2010
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 30, 2010 issued by the
Company.
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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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|
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Investor
Contact:
Neil
Berkman Associates
(310)
826-5051
info@berkmanassociates.com
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Company
Contact:
Daniel
Bernstein
President
& CEO
(201)
432-0463
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Bel
Reports Second Quarter Net Earnings of $4.7 Million
Versus
a Loss of $1.3 Million As Net Sales Increased 73%
JERSEY CITY, New Jersey, July
30, 2010 — Bel Fuse Inc.
(NASDAQ:BELFA and NASDAQ:BELFB) today announced preliminary unaudited
financial results for the second quarter of 2010, highlighted by a 73% increase
in net sales and an increase in net earnings to $4.7 million compared to a net
loss of $1.3 million for the second quarter of 2009.
Daniel
Bernstein, Bel's President and CEO, said, "We experienced solid growth in all of
our product groups driven by strong demand from high-end telecom, computing and
network applications. Robust business conditions currently appear
likely to continue for the balance of the year. Substantial
gains in gross margins are primarily the result of the improved productivity of
our new associates in China. So far this year we have added
approximately 2,483 new workers at our China facilities, which has allowed us to
shorten our leadtimes.
"Cinch's
well-established lines of connectors and cable products represented 45% of the
increase in sales and are a natural addition to Bel's traditional product
menu. And its extensive customer base has opened key aerospace and
military markets to Bel for the first time, while creating new opportunities for
long-term growth."
Second
Quarter Results
For the
three months ended June 30, 2010, net sales increased 73% to $77,732,000
compared to $44,934,000 for the second quarter of 2009. This year's
second quarter net sales included $14,914,000 from Cinch Connectors, which was
acquired on January 29, 2010. Excluding the Cinch Connector sales,
net sales increased 40% for this year's second quarter versus prior year, and
increased 36% versus the first quarter of 2010.
Net
earnings for the second quarter of 2010 were $4,695,000, which was net of
severance and plant closure costs of $477,000 ($454,000 after
tax). In comparison, the net loss for the second quarter of 2009 was
$1,272,000, which included restructuring, severance and unauthorized stock
issuance costs of $1,700,000 ($1,160,000 after tax), and an after-tax net gain
on sale of investments of $671,000.
Adjusted
to exclude severance and plant closure costs, non-GAAP net income for the second
quarter of 2010 was $5,171,000. This compares to a non-GAAP net loss
for the second quarter of 2009 of $775,000, adjusted to exclude restructuring,
severance and unauthorized stock issuance costs and a gain on sale of
investments. A reconciliation of non-GAAP to GAAP financial measures
is provided in the table attached to this press release.
Net
earnings per diluted Class A common share for the second quarter of 2010 were
$0.38, compared to a net loss per diluted Class A common share of $0.11 for the
second quarter of 2009. Adjusted to exclude severance and plant
closure costs, non-GAAP net earnings per diluted Class A common share were $0.42
for this year's second quarter, compared to a non-GAAP net loss per Class A
common share of $0.07 for the second quarter of 2009, adjusted to exclude
restructuring, severance and unauthorized stock issuance costs and a gain on
sale of investments.
Net
earnings per diluted Class B common share were $0.41 for the second quarter of
2010, compared to a net loss per diluted Class B common share of $0.11 for the
second quarter of 2009. Adjusted to exclude severance and plant
closure costs, non-GAAP net earnings per diluted Class B common share were $0.45
for the second quarter of 2010, compared to a non-GAAP net loss per Class B
common share of $0.07 for the second quarter of 2009, adjusted to exclude
restructuring, severance and unauthorized stock issuance costs and a gain on
sale of investments.
(more)
Bel
Reports Second Quarter Net Earnings of $4.7 Million Versus a Loss of $1.3
Million
July 30,
2010
Page
Two
Cost of
sales decreased to 79.3% of sales for the second quarter of 2010, compared to
89.4% of sales for the second quarter of 2009.
Income
from operations for this year's second quarter was $5,738,000, including
operating income of approximately $1,400,000 at Cinch
Connectors. This compares to an operating loss of $2,872,000 for the
second quarter of 2009. Adjusted to exclude severance and plant
closure costs, non-GAAP income from operations for the second quarter of 2010
increased to $6,250,000, compared to a non-GAAP loss from operations of
$1,159,000 for the second quarter of 2009, adjusted to exclude restructuring,
severance and unauthorized stock issuance costs.
At June
30, 2010, Bel reported working capital of approximately $143,875,000, including
cash, cash equivalents, short-term investments and marketable securities of
approximately $75,658,000, a current ratio of 4.7, total long-term obligations
of $9,730,000, and stockholders' equity of $211,746,000. In
comparison, at December 31, 2009, Bel reported working capital of approximately
$167,800,000, including cash, cash equivalents, short-term investments and
marketable securities of approximately $124,233,000, a current ratio of 7.0,
total long-term obligations of $9,017,000, and stockholders' equity of
$208,932,000.
First
Half Results
For the
six months ended June 30, 2010, net sales increased 51% to $133,881,000 compared
to $88,805,000 for 2009. Net income for the first six months of 2010
increased to $4,727,000, compared to a net loss of $456,000 for the first six
months of 2009.
Net
earnings per Class A common share for the first six months of 2010 were $0.38,
compared to a net loss per Class A common share of $0.05 for the same period of
2009. Net earnings per Class B common share for the first six months
of 2010 were $0.41, compared to a net loss per Class B common share of $0.04 for
the first six months of 2009.
Conference
Call
Bel has
scheduled a conference call at 11:00 a.m. EDT today. To participate
in the call, dial (720) 545-0088, conference ID #88718038. A
simultaneous webcast is available from the Events and
Presentations link of the Investor Info tab at
www.belfuse.com. A
replay will be available for 20 days at this same Internet
address. For a telephone replay, dial (706) 645-9291, conference ID
#88718038 after 2:00 p.m. EDT.
About
Bel
Bel
(www.belfuse.com) and
its divisions are primarily engaged in the design, manufacture, and sale of
products used in networking, telecommunications, high-speed data transmission,
commercial aerospace, military, transportation, and consumer
electronics. Products include magnetics (discrete components, power
transformers and MagJack® connectors with integrated magnetics), modules (DC-DC
converters, integrated analog front-end modules, custom designs), circuit
protection (miniature, micro and surface mount fuses) and interconnect devices
(micro, circular and filtered D-Sub connectors, passive jacks, plugs and
high-speed 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 statements regarding the likelihood of robust
business conditions continuing in the future, opportunities for growth resulting
from the Cinch Connector acquisition and future performance) 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;
capacity and supply constraints or difficulties; product development,
commercializing or technological difficulties; the regulatory and trade
environment; risks associated with integrating the Cinch Connectors business
into the Company's existing business; risks associated with foreign currencies;
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.
(tables
attached)
#4732
BEL
FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(000s omitted, except for per share data)
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Three Months Ended
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Six Months Ended
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|||||||||||||||
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June 30
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June 30
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|||||||||||||||
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2010
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2009
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2010
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2009
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|||||||||||||
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(unaudited)
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(unaudited)
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|||||||||||||||
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Net Sales
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$ | 77,732 | $ | 44,934 | $ | 133,881 | $ | 88,805 | ||||||||
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Costs and expenses:
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||||||||||||||||
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Cost of sales
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61,676 | 40,192 | 108,729 | 78,403 | ||||||||||||
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Selling, general and administrative
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10,299 | 7,601 | 19,461 | 15,254 | ||||||||||||
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Restructuring charge
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— | — | — | 413 | ||||||||||||
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Loss (gain) on sale of property, plant and equipment
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19 | 13 | 19 | (4,652 | ) | |||||||||||
| 71,994 | 47,806 | 128,209 | 89,418 | |||||||||||||
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Income (loss) from operations
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5,738 | (2,872 | ) | 5,672 | (613 | ) | ||||||||||
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Gain on sale of investments
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— | 1,081 | — | 1,083 | ||||||||||||
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Interest income and other, net
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116 | 127 | 238 | 316 | ||||||||||||
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Earnings (loss) before provision (benefit) for income taxes
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5,854 | (1,664 | ) | 5,910 | 786 | |||||||||||
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Income tax provision (benefit)
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1,159 | (392 | ) | 1,183 | 1,242 | |||||||||||
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Net earnings (loss)
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$ | 4,695 | $ | (1,272 | ) | $ | 4,727 | $ | (456 | ) | ||||||
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Earnings (loss) per Class A common share
basic and diluted
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$ | 0.38 | $ | (0.11 | ) | $ | 0.38 | $ | (0.05 | ) | ||||||
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Weighted average Class A common shares outstanding
basic and diluted
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2,175 | 2,175 | 2,175 | 2,176 | ||||||||||||
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Earnings (loss) per Class B common share
basic and diluted
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$ | 0.41 | $ | (0.11 | ) | $ | 0.41 | $ | (0.04 | ) | ||||||
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Weighted average Class B common shares outstanding basic and diluted
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9,496 | 9,343 | 9,480 | 9,353 | ||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEET DATA
(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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||||||||||||||
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ASSETS
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2010
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2009
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LIABILITIES & EQUITY
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2010
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2009
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||||||||||||
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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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$ | 182,860 | $ | 195,830 |
Current liabilities
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$ | 38,985 | $ | 27,997 | ||||||||
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Property, plant &
equipment, net
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47,835 | 35,943 |
Noncurrent liabilities
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9,730 | 9,017 | ||||||||||||
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Goodwill
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4,548 | 1,957 | |||||||||||||||
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Intangibles & other assets
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25,218 | 12,216 |
Stockholders' equity
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211,746 | 208,932 | ||||||||||||
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Total Assets
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$ | 260,461 | $ | 245,946 |
Total Liabilities & Equity
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$ | 260,461 | $ | 245,946 | ||||||||
BEL FUSE INC. AND SUBSIDIARIES
NON-GAAP MEASURES (unaudited)
(000s omitted, except for per share data)
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Three Months Ended June 30, 2010
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Six Months Ended June 30, 2010
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|||||||||||||||||||||||||||||||
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Income
from
Operations
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Net
earnings
(2)
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Net earnings per
Class A common
share - diluted(3)
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Net earnings per
Class B common
share - diluted(3)
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Income
from
Operations
|
Net
earnings
(2)
|
Net earnings per
Class A common
share - diluted(3)
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Net earnings per
Class B common
share - diluted(3)
|
|||||||||||||||||||||||||
|
GAAP measures
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$
|
5,738
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$
|
4,695
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$
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0.38
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$
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0.41
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$
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5,672
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$
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4,727
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$
|
0.38
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$
|
0.41
|
||||||||||||||||
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Severance costs and plant closure expenses
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477
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454
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0.04
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0.04
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1,052
|
956
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0.08
|
0.08
|
||||||||||||||||||||||||
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Acquisition-related costs and inventory-related
purchase accounting adjustments
|
16
|
10
|
0.00
|
0.00
|
1,094
|
678
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0.06
|
0.06
|
||||||||||||||||||||||||
|
Loss on sale of property, plant and equipment
|
19
|
12
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0.00
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0.00
|
19
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12
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0.00
|
0.00
|
||||||||||||||||||||||||
|
Non-GAAP
measures excluding severance and other one-time costs, acquisition-related
costs, and inventory-related purchase accounting adjustments(1)
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$
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6,250
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$
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5,171
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$
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0.42
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$
|
0.45
|
$
|
7,837
|
$
|
6,373
|
$
|
0.51
|
$
|
0.55
|
||||||||||||||||
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Three Months Ended June 30, 2009
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Six Months Ended June 30, 2009
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|||||||||||||||||||||||||||||||
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(Loss)from
Operations
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Net
(Loss)(2)
|
Net (Loss) per
Class A common
share - diluted(3)
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Net (Loss) per
Class B common
share - diluted(3)
|
(Loss)
from
Operations
|
Net
(loss)(2)
|
Net (Loss) per
Class A common
share - diluted(3)
|
Net (Loss) per
Class B common
share - diluted(3)
|
|||||||||||||||||||||||||
|
GAAP
measures
|
$
|
(2,872
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)
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$
|
(1,272
|
)
|
$
|
(0.11
|
)
|
$
|
(0.11
|
)
|
$
|
(613
|
)
|
$
|
(456
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)
|
$
|
(0.05
|
)
|
$
|
(0.04
|
)
|
||||||||
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Restructuring,
severance, and unauthorized stock issuance costs
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1,700
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1,160
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0.10
|
0.10
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2,341
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1,619
|
0.13
|
0.14
|
||||||||||||||||||||||||
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Loss
(gain) on sale of property, plant and equipment
|
13
|
8
|
0.00
|
0.00
|
(4,652
|
)
|
(2,884
|
)
|
(0.24
|
)
|
(0.25
|
)
|
||||||||||||||||||||
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Gain
on investments, net of income tax
|
--
|
(671
|
)
|
(0.06
|
)
|
(0.06
|
)
|
(671
|
)
|
(0.06
|
)
|
(0.06
|
)
|
|||||||||||||||||||
|
Non-GAAP
measures excluding restructuring and other one-time costs, gain on
investment, and gain on sale of property, plant and equipment (1)
|
$
|
(1,159
|
)
|
$
|
(775
|
)
|
$
|
(0.07
|
)
|
$
|
(0.07
|
)
|
$
|
(2,924
|
)
|
$
|
(2,392
|
)
|
$
|
(0.21
|
)
|
$
|
(0.21
|
)
|
||||||||
(1) The non-GAAP
measures presented above are not measures of performance under accounting
principles generally accepted in the United States of America
("GAAP"). These measures should not be considered a substitute for,
and the reader should also consider, income from operations, net earnings,
earnings per share and other measures of performance as defined by GAAP as
indicators of our performance or profitability. Our non-GAAP measures
may not be comparable to other similarly-titled captions of other companies due
to differences in the method of calculation.
Based
upon discussions with investors and analysts, we believe that the reader's
understanding of Bel's performance and profitability is enhanced by reference to
these non-GAAP measures. Removal of gains and losses on investments
and sales of real estate and charges for severance, plant closure,
restructuring, and unauthorized stock issuance costs, inventory-related purchase
accounting adjustments and acquisition-related costs facilitates comparisons of
our results among reporting periods. We believe that such amounts are
not reflective of the underlying business in the period in which the gain or
charge is recorded for accounting purposes.
(2) Net
of income tax at effective rate in the applicable tax jurisdiction
(3) Individual
amounts of earnings (loss) per share may not agree to the total due to
rounding.