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 11, 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
February 11, 2010, Bel Fuse Inc. (the “Company”) issued a press release
regarding results for the quarter and year ended December 31, 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 February 11, 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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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: February
11, 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 February 11, 2010 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 Fourth Quarter Results
JERSEY CITY, New Jersey,
February 11, 2010 — Bel Fuse
Inc. (NASDAQ:BELFA and NASDAQ:BELFB) today announced preliminary
unaudited financial results for the fourth quarter and 2009.
"The
trends in our business are moving in the right direction. Revenue has
now increased for three consecutive quarters. Expenses are down, our
operating loss has narrowed, and net income for the fourth quarter of 2009 was
up from the prior quarter and prior year. We are optimistic about the
opportunity for further top and bottom-line growth in 2010 as production
efficiencies improve and we begin to benefit from the recent acquisition of
Cinch Connectors," said Daniel Bernstein, Bel's President and CEO.
"Due to
the increase in backlog primarily in our magnetics group, we are seeking to hire
an additional 2,800 workers at our China facilities. As anticipated,
progress in hiring additional workers has been modest as we approach the Lunar
New Year holiday period, but with the new recruitment and retention programs
that Bel has implemented we expect a significant improvement in hiring after the
holidays," Bernstein said.
Fourth
Quarter Results
Net sales
for the three months ended December 31, 2009 decreased to $48,665,000 compared
to $58,063,000 for the fourth quarter of 2008, but increased 7.5% sequentially
compared to $45,283,000 for the third quarter of 2009. The operating
loss for the fourth quarter of 2009 narrowed to $808,000, compared to an
operating loss of $18,264,000 for the fourth quarter of 2008 and an operating
loss of $15,930,000 for the third quarter of 2009. The
operating loss in the fourth quarter of 2008 was impacted by a $14,066,000
charge for impairment of goodwill, as well as $739,000 for impairment of fixed
assets and restructuring charges of $793,000 for the termination of
manufacturing operations at the Company's DC-DC manufacturing facility in
Massachusetts. During the third quarter of 2009, the Company recorded
an additional $12,875,000 charge for impairment of goodwill, and recorded a $2
million settlement of a lawsuit.
Net
income for the fourth quarter of 2009 included a pre-tax net gain of $5,390,000
($3,342,000 or $0.29 per share after tax) primarily from the sale of the
Company's equity interest in Power-One, Inc. (NASDAQ:PWER). 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 realized a gain on the sale of Power-One shares in the amount of
$2,860,000, or $1,773,000 after tax). This gain more than offset an
operating loss of $808,000, which included costs of $550,000 ($344,000 or $0.03
per share after tax) related to the Cinch acquisition and severance costs of
$130,000 ($81,000 or $0.01 per share after tax).
The net
loss for the fourth quarter of 2008 included a charge of $6,328,000 primarily
associated with a write-down of the market value of Bel's investment in the
common stock of Power One.
Net
earnings per diluted Class A common share for the fourth quarter of 2009 were
$0.23, compared to a net loss per Class A common share of $1.75 for the fourth
quarter of 2008. Net earnings per diluted Class B common share were
$0.25 for the fourth quarter of 2009, compared to a net loss per diluted Class B
common share of $1.82 for the fourth quarter of 2008.
(more)
Exhibit
99.1
Bel
Reports 2009 Fourth Quarter Results
February
11, 2010
Page
Two
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. In comparison, 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 repurchased a total of
6,070 of its Class A common shares during 2009 for $92,000.
Twelve
Month Results
For the
twelve months ended December 31, 2009, net sales were $182,753,000 compared to
$258,350,000 for 2008. The net loss for 2009 was $8,310,000, compared
to a net loss of $14,929,000 for 2008.
The net
loss per Class A common share for 2009 was $0.71, compared to a net loss per
Class A common share of $1.25 for 2008. The net loss per Class B
common share for 2009 was $0.72, compared to a net loss per Class B common share
of $1.28 for 2008.
Acquisition
of Cinch Connectors
On
January 29, 2010, Bel completed the acquisition of Cinch Connectors from Safran
S.A. (ENXTPA:SAF), a leading French industrial group, for approximately $37.5
million in cash plus approximately $1.5 million for the assumption of certain
expenses. The final purchase price remains subject to certain
adjustments related to working capital.
Founded
in 1920 and headquartered in Lombard, Illinois with manufacturing facilities in
Vinita, Oklahoma, Reynosa, Mexico and Worksop, England, Cinch had revenue for
2009 of approximately $56 million. The transaction, which was funded
with cash on hand, is expected to be accretive to Bel's earnings in
2010.
"The
addition of Cinch's well-established lines of connector and cable products and
extensive customer base provides Bel with immediate access to large and growing
aerospace and military markets and strengthens Bel's position as a one-stop
supplier of high-performance computing, telecom and data products," Bernstein
said.
Conference
Call
Bel has
scheduled a conference call at 4:00 p.m. EST today. To participate in
the call, dial (913) 312-0668, passcode #2264470. A simultaneous
webcast of the conference call may be accessed from the Events and
Presentations link on the Investor Info tab at
www.belfuse.com. A
replay will be available after 6:00 p.m. EST, for a period of 20 days, at this
same Internet address. For a telephone replay, dial (719) 457-0820,
passcode #2264470 after 6:00 p.m. EST.
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,
commercial aerospace, military, transportation and consumer
electronics. Products include magnetics (discrete components, power
transformers and MagJack7s),
modules (DC-DC converters, integrated analog front end modules and 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). 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 potential bottom and top
line growth, potential benefits arising from the Cinch Connectors acquisition
and the potential accretive effect of the Cinch Connectors 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; 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.
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(tables
attached)
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#47xx
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Exhibit
99.1
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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Twelve
Months Ended
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December 31,
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December 31,
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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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$ | 48,665 | $ | 58,063 | $ | 182,753 | $ | 258,350 | ||||||||
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Costs and expenses:
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Cost of sales
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41,535 | 51,787 | 161,454 | 217,079 | ||||||||||||
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Selling, general and administrative
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7,988 | 8,942 | 30,055 | 36,093 | ||||||||||||
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Impairment of assets
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— | 14,805 | 12,875 | 14,805 | ||||||||||||
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Restructuring charge
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— | 793 | 413 | 1,122 | ||||||||||||
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Gain on sale of property, plant and equipment
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(50 | ) | — | (4,693 | ) | — | ||||||||||
| 49,473 | 76,327 | 200,104 | 269,099 | |||||||||||||
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Loss from operations
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(808 | ) | (18,264 | ) | (17,351 | ) | (10,749 | ) | ||||||||
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Gain (loss/impairment charge) on investment
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5,390 | (6,328 | ) | 7,129 | (10,358 | ) | ||||||||||
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Interest income and other, net
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125 | 409 | 527 | 2,454 | ||||||||||||
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Earnings (loss) before
provision for (benefit from) income taxes
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4,707 | (24,183 | ) | (9,695 | ) | (18,653 | ) | |||||||||
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Income tax provision (benefit)
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1,809 | (3,330 | ) | (1,385 | ) | (3,724 | ) | |||||||||
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Net earnings (loss)
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$ | 2,898 | $ | (20,853 | ) | $ | (8,310 | ) | $ | (14,929 | ) | |||||
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Earnings (loss) per Class A common share-basic(1)
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$ | 0.23 | $ | (1.75 | ) | $ | (0.71 | ) | $ | (1.25 | ) | |||||
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Earnings (loss) per Class A common share-diluted(1)
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$ | 0.23 | $ | (1.75 | ) | $ | (0.71 | ) | $ | (1.25 | ) | |||||
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Weighted average Class A common shares outstanding
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Basic(1)
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2,175 | 2,184 | 2,175 | 2,391 | ||||||||||||
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Diluted(1)
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2,175 | 2,184 | 2,175 | 2,391 | ||||||||||||
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Earnings (loss) per Class B common share-basic(1)
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$ | 0.25 | $ | (1.82 | ) | $ | (0.72 | ) | $ | (1.28 | ) | |||||
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Earnings (loss) per Class B common share-diluted(1)
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$ | 0.25 | $ | (1.82 | ) | $ | (0.72 | ) | $ | (1.28 | ) | |||||
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Weighted average Class B common shares outstanding
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Basic(1)
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9,423 | 9,370 | 9,363 | 9,351 | ||||||||||||
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Diluted(1)
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9,423 | 9,370 | 9,363 | 9,351 | ||||||||||||
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(1)
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The
Company adopted the update to Accounting Standards Codification 260
effective January 1, 2009, which required that all 2008 outstanding shares
and EPS figures be recast to include certain participating
securities. The impact of the adoption was not more than 0.03
per share in any period presented
above.
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CONDENSED CONSOLIDATED BALANCE SHEET DATA
(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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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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$ | 195,830 | $ | 193,619 |
Current liabilities
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$ | 27,997 | $ | 29,634 | ||||||||
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Property, plant &
equipment, net
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35,943 | 39,936 |
Noncurrent liabilities
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9,017 | 14,377 | ||||||||||||
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Goodwill
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1,957 | 14,334 | |||||||||||||||
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Intangibles & other assets
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12,216 | 13,895 |
Stockholders' equity
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208,932 | 217,773 | ||||||||||||
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Total Assets
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$ | 245,946 | $ | 261,784 |
Total Liabilities & Equity
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$ | 245,946 | $ | 261,784 | ||||||||