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, 2008
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:
| o |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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| o |
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 |
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, 2008, Bel Fuse Inc. (the “Company”) issued a press release regarding
results for the quarter ended September 30, 2008. 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,
2008.
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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:
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Daniel
Bernstein
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Title:
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President
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Date:
October 29, 2008
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, 2008 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)
826-5051
info@berkmanassociates.com
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Company
Contact:
Daniel
Bernstein
President
ir@BelFuse.com
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BEL
Reports Third Quarter Results
JERSEY
CITY, New Jersey,
October
29, 2008 -- Bel
Fuse Inc. (NASDAQ:BELFA & NASDAQ:BELFB)
today
announced financial results for the third quarter of 2008.
Third
Quarter Results
Net
sales
for the three months ended September 30, 2008 increased 1% to $66,964,000,
compared to net sales of $66,379,000 for the third quarter of 2007, as higher
sales in Bel's Modules, Magnetics and Interconnect product groups were offset
by
slightly lower sales of Circuit Protection products.
Net
earnings for the third quarter of 2008 were $1,946,000 compared to net earnings
of $5,914,000 for the third quarter of 2007. Net earnings for this year's third
quarter included a pre-tax labor severance charge of $329,000 for the previously
announced closure of the Company's manufacturing plant in Westborough,
Massachusetts, and a non-cash pre-tax charge of $1,397,000 primarily for the
other-than-temporary impairment of Bel's holdings in Toko Inc. (TSE: 6801).
In
addition, the income tax provision for this year's third quarter was reduced
by
the reversal of an accrual for uncertain tax positions resulting from the
expiration of certain statutes of limitations and the finalization of a tax
audit, partially offset by changes in estimates for prior years' taxes upon
finalization of 2007 tax returns.
The
Company expects to expense additional pre-tax restructuring charges of up to
$2,100,000 in the fourth quarter of 2008 related to the Westborough
manufacturing plant closure.
Net
earnings per diluted Class A common share were $0.16 for this year's third
quarter. For the third quarter of 2007, net earnings per diluted Class A common
share were $0.47. Net earnings per diluted Class B common share were $0.17
for
this year's third quarter. Diluted Class B common share earnings were $0.50
for
last year's third quarter.
"Third
quarter revenue growth was affected by the global economic slowdown, which
continues to cloud the outlook as we look forward. Also, margins in the third
quarter were pressured by higher labor and raw materials costs and the weakness
of the dollar against the Chinese yuan. We expect margins to benefit beginning
in the current quarter from recent reductions in commodity prices and higher
product pricing schedules, as well as reduced overtime," said President and
Chief Executive Officer Daniel Bernstein.
Noting
that Bel currently owns 7,339,000, or 8.4%, of the outstanding common shares
of
Power-One, Inc. (NASDAQ:PWER), Bernstein added, "We continue to seek acquisition
opportunities with the potential to increase shareholder value."
Nine
Months Results
For
the
nine months ended September 30, 2008, net sales increased 5.5% to $200,287,000.
This compares to net sales of $189,798,000 for the first nine months of
2007.
(more)
BEL
Reports Third Quarter Results
October
29, 2008
Page
Two
Net
earnings for the first nine months of 2008 decreased to $5,924,000, which
included a non-cash pre-tax impairment charge of $4,030,000 primarily for the
other-than-temporary impairment of Bel's holdings in Toko Inc. For the first
nine months of 2007, net earnings of $16,081,000 included a pre-tax gain of
$1,187,000 on the sale of real estate in the Far East and a pre-tax gain of
$2,508,000 from the partial disposition of Bel's holdings in Toko Inc. and
a
$1,200,000 warranty claim.
For
the
first nine months of 2008, net earnings were $0.47 and $0.51 per diluted Class
A
and Class B common share, respectively. For the first nine months of 2007,
net
earnings were $1.29 and $1.37 per diluted Class A and Class B common share,
respectively.
Balance
Sheet Highlights
At
September 30, 2008, Bel reported cash, cash equivalents, short-term investments
and marketable securities of approximately $99,323,000, working capital of
approximately $162,840,000, a current ratio of 5.3-to-1, total long-term
obligations of $13,348,000, and shareholders' equity of $237,534,000. At
December 31, 2007, cash, cash equivalents and marketable securities were
approximately $107,690,000, working capital was approximately $173,171,000,
the
current ratio was 6.2-to-1, total long-term obligations were $16,273,000, and
shareholders' equity was $244,527,000.
During
the first nine months of 2008, Bel repurchased 350,892 Class A shares at a
cost
of $10,785,000.
Conference
Call
Bel
has
scheduled a conference call at 11:00 a.m. EDT today. To participate in the
call,
dial (800) 473-0602, reservation #21390785. 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
#21390785 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 the impact of price
increases, cost reductions and acquisition possibilities) 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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(000s
omitted, except for per share data) (Unaudited)
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|||||||||||||
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Three
Months Ended
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Nine
Months Ended
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||||||||||||
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September
30,
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September
30,
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2008
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2007
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2008
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2007
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Net
Sales
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$
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66,964
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$
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66,379
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$
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200,287
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$
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189,798
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|||||
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Costs and expenses:
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|||||||||||||
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Cost of sales
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56,337
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52,288
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165,292
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148,778
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|||||||||
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Selling, general and administrative
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8,934
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8,673
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27,151
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27,334
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Restructuring charge
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329
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--
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329
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--
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|||||||||
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Gain on sale of fixed assets
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--
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(307
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)
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--
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(1,187
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)
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|||||||
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65,600
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60,654
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192,772
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174,925
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||||||||||
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Income from operations
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1,364
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5,725
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7,515
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14,873
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Interest expense and other costs
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(1
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)
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(1
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)
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(2
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)
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(125
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)
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(Impairment charge) gain on sale of investment
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(1,397
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)
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--
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(4,030
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)
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2,508
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Interest income
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529
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1,144
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2,047
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2,980
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Earnings before provision for income taxes
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495
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6,868
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5,530
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20,236
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Income tax provision
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(1,451
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)
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954
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(394
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)
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4,155
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Net earnings
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$
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1,946
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$
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5,914
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$
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5,924
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$
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16,081
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Earnings per Class A common share - basic
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$
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0.16
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$
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0.47
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$
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0.47
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$
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1.29
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Earnings per Class A common share - diluted
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$
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0.16
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$
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0.47
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$
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0.47
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$
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1.29
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Weighted average Class A common shares outstanding
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|||||||||||||
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Basic
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2,326
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2,622
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2,461
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2,662
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Diluted
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2,326
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2,622
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2,461
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2,662
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Earnings per Class B common share - basic
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$
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0.17
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$
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0.50
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$
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0.52
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$
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1.37
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Earnings per Class B common share - diluted
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$
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0.17
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$
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0.50
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$
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0.51
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$
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1.37
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|||||
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Weighted average Class B common shares outstanding
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|||||||||||||
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Basic
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9,135
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9,276
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9,126
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9,228
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Diluted
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9,378
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9,292
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9,349
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9,254
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CONDENSED CONSOLIDATED BALANCE SHEET DATA (000s omitted)
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||||||||||||||||
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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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|||||||||||||
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ASSETS
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2008
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2007
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LIABILITIES & EQUITY
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2008
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2007
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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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$
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200,460
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$
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206,231
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Current liabilities |
$
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37,620
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$
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33,060
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|||||||
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Property, plant & equipment, net
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41,307
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41,113
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Noncurrent liabilities |
13,348
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16,273
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|||||||||||
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Goodwill
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28,524
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28,447
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||||||||||||||
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Intangibles & other assets
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18,211
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18,069
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Stockholders' equity |
237,534
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244,527
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|||||||||||
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Total Assets
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$
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288,502
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$
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293,860
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Total Liabilities & Equity |
$
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288,502
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$
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293,860
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