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): October 29, 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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¨
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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
October 29, 2009, Bel Fuse Inc. (the “Company”) issued a press release regarding
results for the quarter ended September 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 October 29, 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
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Name: Daniel
Bernstein
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Title:
President
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Date: October
29, 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 October 29, 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 Third Quarter Results
JERSEY
CITY, New Jersey, October 29, 2009 — Bel Fuse Inc. (NASDAQ:BELFA and
NASDAQ:BELFB) today announced preliminary unaudited financial results for the
third quarter and first nine months of 2009.
"While
revenue was lower for this year's third quarter than last year's, revenue
increased slightly compared to the second quarter of 2009 and would likely have
increased much more but for the shortage of trained labor in
China. Cash flow was strong, as were our core operating
results. Since July, 2009, order lead times have increased, and order
backlog is up significantly. These are positive signs for the
future," said Daniel Bernstein, Bel's President and CEO.
"Our goal
is to hire up to an additional 4,500 workers to meet the surge in backlog and
bring our lead times down to normal. This will temporarily increase
labor expense due to inefficiencies during the new workers' training
period. We are adding workers as rapidly as we can in response to the
improvement in business conditions, a considerable challenge because of the
rapid ramp-up required, labor shortages in Southern China, and difficulties
traditionally associated with hiring workers as we approach the Lunar New Year,"
Bernstein added.
Third
Quarter Results
Net sales
for the three months ended September 30, 2009 decreased to $45,283,000 compared
to $66,964,000 for the third quarter of 2008. The net loss for the
third quarter of 2009 was $10,752,000. This compares to net earnings
for the third quarter of 2008 of $1,946,000.
The net
loss for the third quarter of 2009 included pre-tax charges of $12.9 million
($12.9 million or $1.12 per share after tax) for impairment of goodwill and a
$2.0 million license fee ($1.2 million or $0.11 per share after tax) paid in
connection with the pending settlement of a lawsuit. These costs were
partially offset by a GAAP net gain of $0.5 million ($0.3 million or $0.03 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 4.1%. 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
$21,000, or $13,000 after tax). Net earnings for the third quarter of
2008 included a pre-tax labor severance charge of $0.3 million for the closure
of the Company's manufacturing plant in Westborough, Massachusetts, and a
non-cash, pre-tax charge of $1.4 million, primarily for the other-than-temporary
impairment of Bel's holdings in Toko Inc. (TSE: 6801). In addition, the income
tax provisions for both the 2009 and 2008 third quarters were reduced by the
reversal of an accrual for uncertain tax positions, resulting from the
expiration of certain statutes of limitations and the finalization of tax
audits, partially offset by changes in estimates for prior years' taxes upon
finalization of tax returns.
(more)
Bel
Reports 2009 Third Quarter Results
October
29, 2009
Page
Two
The net
loss per Class A common share was $0.90 for the third quarter of 2009, compared
to diluted earnings per Class A common share of $0.16 for the third quarter of
2008. The net loss per Class B common share was $0.94 for the third
quarter of 2009, compared to diluted earnings per Class B common share of $0.17
for last year's third quarter.
At
September 30, 2009, Bel reported working capital of approximately $166,600,000,
including cash, cash equivalents, short-term investments and marketable
securities of approximately $126,800,000, a current ratio of 7.3, total
long-term obligations of $9,636,000, and stockholders' equity of
$208,272,000. 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 shares during the
third quarter of 2009.
Nine
Month Results
For the
nine months ended September 30, 2009, net sales were $134,088,000 compared to
$200,287,000 for the first nine months of 2008. The net loss for the
first nine months of 2009 was $11,208,000, compared to net earnings of
$5,924,000 for the first nine months of 2008.
For the
nine months ended September 30, 2009, the net loss per Class A common share was
$0.95 compared to diluted earnings per common share of $0.47 for the first nine
months of 2008. The net loss per Class B common share was $0.98
compared to diluted net earnings per common share of $0.51 for the same period
last 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 positive economic signs
and improved business conditions) 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.
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(tables
attached)
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#4691
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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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Nine Months Ended
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September 30,
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September 30,
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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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$ | 45,283 | $ | 66,964 | $ | 134,088 | $ | 200,287 | ||||||||
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Costs and expenses:
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Cost of sales
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39,561 | 56,337 | 117,964 | 165,292 | ||||||||||||
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Selling, general and administrative
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6,813 | 8,934 | 22,067 | 27,151 | ||||||||||||
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Impairment of goodwill
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12,875 | — | 12,875 | — | ||||||||||||
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License fee
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1,955 | — | 1,955 | — | ||||||||||||
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Restructuring charge
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— | 329 | 413 | 329 | ||||||||||||
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(Gain) loss on sale of property, plant and equipment
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9 | — | (4,643 | ) | — | |||||||||||
| 61,213 | 65,600 | 150,631 | 192,772 | |||||||||||||
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(Loss) income from operations
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(15,930 | ) | 1,364 | (16,543 | ) | 7,515 | ||||||||||
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Other,
net
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(1 | ) | (1 | ) | 8 | (2 | ) | |||||||||
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(Impairment charge) gain on sale of investment
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656 | (1,397 | ) | 1,739 | (4,030 | ) | ||||||||||
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Interest income
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87 | 529 | 394 | 2,047 | ||||||||||||
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(Loss ) earnings before benefit
for income taxes
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(15,188 | ) | 495 | (14,402 | ) | 5,530 | ||||||||||
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Income tax benefit
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(4,436 | ) | (1,451 | ) | (3,194 | ) | (394 | ) | ||||||||
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Net (loss) earnings
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$ | (10,752 | ) | $ | 1,946 | $ | (11,208 | ) | $ | 5,924 | ||||||
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(Loss)
earnings per Class A common share - basic
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$ | (0.90 | ) | $ | 0.16 | $ | (0.95 | ) | $ | 0.47 | ||||||
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(Loss) earnings per Class A common share - diluted
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$ | (0.90 | ) | $ | 0.16 | $ | (0.95 | ) | $ | 0.47 | ||||||
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Weighted average Class A common shares outstanding
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Basic
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2,175 | 2,326 | 2,175 | 2,461 | ||||||||||||
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Diluted
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2,175 | 2,326 | 2,175 | 2,461 | ||||||||||||
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(Loss)
earnings per Class B common share - basic
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$ | (0.94 | ) | $ | 0.17 | $ | (0.98 | ) | $ | 0.52 | ||||||
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(Loss)
earnings per Class B common share - diluted
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$ | (0.94 | ) | $ | 0.17 | $ | (0.98 | ) | $ | 0.51 | ||||||
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Weighted average Class B common shares outstanding
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Basic
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9,324 | 9,135 | 9,343 | 9,126 | ||||||||||||
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Diluted
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9,324 | 9,373 | 9,343 | 9,347 | ||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEET DATA
(000s omitted)
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Sep. 30,
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Dec. 31,
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Sep. 30,
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Dec. 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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| ASSETS |
(unaudited)
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(audited)
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LIABILITIES & EQUITY |
(unaudited)
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(audited)
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Current assets
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$ | 193,200 | $ | 193,619 |
Current liabilities
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$ | 26,585 | $ | 29,634 | |||||||||
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Property, plant
& equipment, net
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36,622 | 39,936 |
Noncurrent liabilities
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9,636 | 14,377 | |||||||||||||
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Goodwill
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2,047 | 14,334 | ||||||||||||||||
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Intangibles & other assets
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12,624 | 13,895 |
Stockholders' equity
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208,272 | 217,773 | |||||||||||||
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Total Assets
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$ | 244,493 | $ | 261,784 |
Total Liabilities & Equity
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$ | 244,493 | $ | 261,784 | |||||||||