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, 2009
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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, 2009, Bel Fuse Inc. (the “Company”) issued a press release regarding results
for the quarter ended June 30, 2009. 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, 2009.
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:
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/s/ Daniel Bernstein | |
| Name: Daniel Bernstein | |||
| Title: President | |||
Date: July 30, 2009
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, 2009 issued by the Company.
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| Exhibit 99.1 | ||
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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)
826-5051
info@berkmanassociates.com
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Company
Contact:
Daniel
Bernstein
President
(201)
432-0463
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Bel
Reports 2009 Second Quarter Results
JERSEY CITY, New Jersey, July
30, 2009 -- Bel Fuse Inc.
(NASDAQ:BELFA & NASDAQ:BELFB) today announced preliminary unaudited
financial results for the second quarter and first six months of
2009.
Second
Quarter Results
Net sales
for the three months ended June 30, 2009 decreased to $44,934,000 compared to
$72,454,000 for the second quarter of 2008. The net loss for the
second quarter of 2009 was $1,272,000. This compares to net earnings
for the second quarter of 2008 of $1,811,000.
The $2.9
million loss from operations for the second quarter of 2009 was affected by $1.6
million ($1.0 million or $0.08 per share after tax) in severance and other
one-time charges. Labor inefficiencies and moving expenses for the
consolidation of Bel's South China manufacturing operations also affected the
Company's second quarter performance. These costs were partially
offset by a GAAP net gain of $1.1 million ($0.7 million or $0.06 per share after
tax) on the sale of a portion of the Company's equity interest in Power-One,
Inc., which reduced Bel's ownership to 4.9%. This gain represents the
difference between the sales price of the Power-One shares and the written down
value at December 31, 2008 (based on original cost, the Company actually
incurred a loss on the sale of Power-One shares in the amount of $1.2 million
($0.8 million or $0.06 per share after tax)).
The net
loss per Class A common share was $0.11 for the second quarter of 2009, compared
to diluted earnings per Class A common share of $0.14 for the second quarter of
2008. The net loss per Class B common share was $0.11 for the second
quarter of 2009, compared to diluted earnings per Class B common share of $0.16
for last year's second quarter.
"Conditions
in our industry remain challenging. Sales volumes were down across
all of our product lines compared to the second quarter last year. We
are encouraged that second quarter sales increased sequentially, compared to the
recent first quarter of 2009, and although we believe that the previous first
quarter reflects the bottoming of industry demand, our visibility and our
customers' visibility remains limited. Cash flows from operations,
including accounts receivable and inventory, generated more than $5,000,000 in
cash during the second quarter, and more than $20,000,000 for the year's first
half. With our increasingly efficient operating platform, strong
financial position, and close customer relationships, we are well-positioned to
benefit when demand rebounds," said Daniel Bernstein, Bel's President and
CEO.
(more)
Bel
Reports 2009 Second Quarter Results
July 30,
2009
Page
Two
At June
30, 2009, Bel reported working capital of approximately $164,500,000, including
cash, cash equivalents, short-term investments and marketable securities of
approximately $114,800,000, a current ratio of 8.3, total long-term obligations
of $10,408,000, and stockholders' equity of $218,192,000. At December
31, 2008, Bel reported working capital of approximately $164,000,000, including
cash, cash equivalents, short-term investments and marketable securities of
approximately $92,700,000, a current ratio of 6.5, total long-term obligations
of $14,377,000, and stockholders' equity of $217,773,000. Bel did not
repurchase any Class A common shares during the second quarter of
2009.
Six
Month Results
For the
six months ended June 30, 2009, net sales were $88,805,000 compared to
$133,323,000 for the first six months of 2008. The net loss for the
first half of 2009 was $456,000, compared to net earnings of $3,978,000 for the
first half of 2008.
For the
six months ended June 30, 2009, the net loss per Class A common share was $0.05
compared to diluted earnings per common share of $0.31 for the first six months
of 2008. The net loss per Class B common share was $0.04 compared to
diluted net earnings per common share of $0.34 for the prior year.
Conference
Call
Bel has
scheduled a conference call at 11:00 a.m. EDT today. To participate
in the call, dial (719) 325-4888, passcode #3841562. 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 (888) 203-1112,
passcode #3841562 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,
and consumer electronics. Products include magnetics (discrete
components, power transformers and MagJack®s),
modules (DC-DC converters, integrated analog front end modules and custom
designs), circuit protection (miniature, micro and surface mount fuses) and
interconnect devices (passive jacks, plugs and cable assemblies). Bel
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 a rebound in demand and
the Company's repositioning for any such rebound; and any statement regarding
the bottoming of industry demand) 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 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)
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BEL FUSE INC. AND SUBSIDIARIES
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CONSOLIDATED STATEMENTS OF OPERATIONS
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|||||||
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(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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June 30,
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June 30,
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|||||||||||||||
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2009
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2008
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2009
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2008
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(unaudited)
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(unaudited)
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Net Sales
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$ | 44,934 | $ | 72,454 | $ | 88,805 | $ | 133,323 | ||||||||
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Costs and expenses:
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Cost of sales
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40,192 | 59,317 | 78,403 | 108,955 | ||||||||||||
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Selling, general and administrative
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7,601 | 9,284 | 15,254 | 18,217 | ||||||||||||
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Restructuring charge
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-- | -- | 413 | -- | ||||||||||||
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(Gain) loss on sale of property, plant and equipment
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13 | -- | (4,652 | ) | -- | |||||||||||
| 47,806 | 68,601 | 89,418 | 127,172 | |||||||||||||
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(Loss)
income from operations
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(2,872 | ) | 3,853 | (613 | ) | 6,151 | ||||||||||
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Other, net
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1 | (2 | ) | 9 | (1 | ) | ||||||||||
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Realized gain (loss/impairment charge) on investment
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1,081 | (2,352 | ) | 1,083 | (2,633 | ) | ||||||||||
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Interest income
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126 | 605 | 307 | 1,518 | ||||||||||||
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(Loss)
earnings before (benefit)
provision for income taxes
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(1,664 | ) | 2,104 | 786 | 5,035 | |||||||||||
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Income tax (benefit)
provision
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(392 | ) | 293 | 1,242 | 1,057 | |||||||||||
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Net (loss)
earnings
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$ | (1,272 | ) | $ | 1,811 | $ | (456 | ) | $ | 3,978 | ||||||
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(Loss)
earnings per Class A common share - basic
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$ | (0.11 | ) | $ | 0.14 | $ | (0.05 | ) | $ | 0.31 | ||||||
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(Loss)
earnings per Class A common share - diluted
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$ | (0.11 | ) | $ | 0.14 | $ | (0.05 | ) | $ | 0.31 | ||||||
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Weighted average Class A common shares outstanding
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Basic
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2,175 | 2,525 | 2,176 | 2,529 | ||||||||||||
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Diluted
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2,175 | 2,525 | 2,176 | 2,529 | ||||||||||||
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(Loss)
earnings per Class B common share - basic
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$ | (0.11 | ) | $ | 0.16 | $ | (0.04 | ) | $ | 0.34 | ||||||
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(Loss)
earnings per Class B common share - diluted
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$ | (0.11 | ) | $ | 0.16 | $ | (0.04 | ) | $ | 0.34 | ||||||
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Weighted average Class B common shares outstanding
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Basic
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9,343 | 9,352 | 9,353 | 9,330 | ||||||||||||
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Diluted
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9,343 | 9,353 | 9,353 | 9,333 | ||||||||||||
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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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2009
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2008
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LIABILITIES & EQUITY
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2009
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2008
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(unaudited)
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(audited)
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(unaudited)
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(audited)
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Current assets
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$ | 186,985 | $ | 193,619 |
Current liabilities
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$ | 22,493 | $ | 29,634 | ||||||||
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Property, plant
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& equipment, net
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37,960 | 39,936 |
Noncurrent liabilities
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10,408 | 14,377 | ||||||||||||
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Goodwill
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14,359 | 14,334 | |||||||||||||||
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Intangibles & other assets
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11,789 | 13,895 |
Stockholders' equity
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218,192 | 217,773 | ||||||||||||
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Total Assets
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$ | 251,093 | $ | 261,784 |
Total Liabilities & Equity
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$ | 251,093 | $ | 261,784 | ||||||||