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): April 29, 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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(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) |
| 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)) |
ITEM
2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On April
29, 2010, Bel Fuse Inc. (the “Company”) issued a press release regarding results
for the quarter ended March 31, 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 April 29, 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.
| BEL FUSE INC | |||
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By:
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/s/ Daniel Bernstein | |
| Name: Daniel Bernstein | |||
| Title: President | |||
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 April 29, 2010 issued by the Company.
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 |
FOR
IMMEDIATE RELEASE
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Exhibit
99.1
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
& CEO
(201)
432-0463
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Bel
Reports 28% Increase in First Quarter Net Sales
JERSEY CITY, New Jersey, April
29, 2010 -- Bel Fuse Inc.
(NASDAQ:BELFA and NASDAQ:BELFB) today announced preliminary unaudited
financial results for the first quarter of 2010.
Net sales
for the three months ended March 31, 2010, Bel's seasonally weakest quarter of
the year, increased 28% to $56,149,000 compared to $43,871,000 for the first
quarter of 2009. This year's first quarter net sales included
$9,883,000 from Cinch Connectors, which was acquired on January 29, 2010.
Excluding these Cinch Connector sales, net sales increased 5.5% for this year's
first quarter versus prior year and decreased 5% versus the fourth quarter of
2009.
Net
earnings for the first quarter of 2010 were $32,000, which included severance
costs of $575,000 ($503,000 after tax), and acquisition-related costs and
inventory-related purchase accounting adjustments of $1,078,000 ($668,000 after
tax). Net earnings for the first quarter of 2009 were $816,000, which
included a gain of $4,665,000 ($2,892,000 after tax) on the sale of a building,
and restructuring and severance costs of $641,000 ($459,000 after
tax).
Adjusted
for the severance costs, acquisition-related costs and inventory-related
purchase accounting adjustments, non-GAAP net income for the first quarter of
2010 increased to $1,203,000. This compares to a non-GAAP net loss
for the first quarter of 2009 of $1,617,000, which were adjusted for
restructuring and severance costs and gains on sale of property, plant and
equipment. 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 first quarter of 2010 were
$0.00, compared to net earnings per diluted Class A common share of $0.06 for
the first quarter of 2009. Adjusted for severance costs,
acquisition-related costs and inventory-related purchase accounting adjustments,
non-GAAP net earnings per diluted Class A common share were $0.09 for this
year's first quarter, compared to a non-GAAP net loss per Class A common share
of $0.14 for the first quarter of 2009, which were adjusted for restructuring
and severance costs and gains on sale of property, plant and
equipment.
Net
earnings per diluted Class B common share were $0.00 for the first quarter of
2010, compared to net earnings per diluted Class B common share of $0.07 for the
first quarter of 2009. Adjusted for severance costs,
acquisition-related costs and inventory-related purchase accounting adjustments,
non-GAAP net earnings per diluted Class B common share were $0.11 for the first
quarter of 2010, compared to a non-GAAP net loss per Class B common share of
$0.14 for the first quarter of 2009, which were adjusted for restructuring and
severance costs and gains on sale of property, plant and equipment.
Including
a loss from operations of $321,000 at Cinch Connectors, the loss from operations
for this year's first quarter was $66,000, compared to income from operations of
$2,259,000 for the first quarter of 2009. Adjusted for severance
costs, acquisition-related costs and inventory-related purchase accounting
adjustments, non-GAAP income from operations for the first quarter of 2010
increased to $1,587,000, compared to a non-GAAP loss from operations of
$1,765,000 for the first quarter of 2009, which were adjusted for restructuring
and severance costs and gains on sale of property, plant and
equipment. Since its acquisition on January 29, 2010, Cinch
Connectors has contributed $788,000 in non-GAAP income from operations during
the first quarter of 2010.
(more)
Bel
Reports 28% Increase in First Quarter Net Sales
April 29,
2009
Page
Two
At March
31, 2010, Bel reported working capital of approximately $138,300,000, including
cash, cash equivalents, short-term investments and marketable securities of
approximately $79,900,000, a current ratio of 5.2, total long-term obligations
of $9,260,000, and stockholders' equity of $208,121,000. In
comparison, at December 31, 2009, Bel reported working capital of approximately
$167,900,000, 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.
Daniel
Bernstein, Bel's President and CEO, said, "The integration of Cinch Connectors
is proceeding smoothly, and we are pleased by the high quality of the people,
products, customers and facilities this transaction brings to
Bel. The addition of Cinch's well-established lines of connectors and
cable products and extensive customer base helps to diversify our product
offerings and provides Bel with immediate access to large and growing aerospace
and military markets. The Cinch acquisition has strengthened Bel's
position as a one-stop supplier of high-performance computing, telecom and data
products.
"As
evidenced by our strong backlog, business conditions in our markets continue to
improve. The many steps we took during the past few quarters to streamline our
operations and reduce costs are now working to improve profitability and set the
stage for better performance going forward. During the quarter we
hired approximately 1,400 new workers at our China facilities toward our goal of
2,800 new hires. Our operating results in the first quarter are
especially noteworthy in view of the inexperience of these new workers, whose
efficiency can be expected to increase as they gain experience on the job in
coming months."
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 #68715481. You can
access a simultaneous webcast of the conference call at the Events and
Presentations link of the Investor Info tab at
www.belfuse.com. A
replay will be available for a period of 20 days at this same Internet
address. For a telephone replay, dial (706) 645-9291, conference ID
#68715481 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 Cinch Connector
acquisition, future profitability, future performance and efficiency of our
workers) 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)
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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)
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Three Months Ended
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March 31,
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2010
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2009
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(unaudited)
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Net Sales
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$ | 56,149 | $ | 43,871 | ||||
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Costs and expenses:
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Cost of sales
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47,053 | 38,211 | ||||||
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Selling, general and administrative
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9,162 | 7,653 | ||||||
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Restructuring charge
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-- | 413 | ||||||
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Gain on sale of property, plant and equipment
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-- | (4,665 | ) | |||||
| 56,215 | 41,612 | |||||||
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(Loss)
income from operations
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(66 | ) | 2,259 | |||||
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Interest income and other, net
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122 | 191 | ||||||
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Earnings before provision for income taxes
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56 | 2,450 | ||||||
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Income tax provision
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24 | 1,634 | ||||||
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Net earnings
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$ | 32 | $ | 816 | ||||
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Earnings per Class A common share - basic
and diluted
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$ | 0.00 | $ | 0.06 | ||||
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Weighted average Class A common shares outstanding - basic
and diluted
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2,175 | 2,176 | ||||||
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Earnings per Class B common share - basic
and diluted
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$ | 0.00 | $ | 0.07 | ||||
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Weighted average Class B common shares outstanding - basic
and diluted
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9,464 | 9,362 | ||||||
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CONDENSED CONSOLIDATED BALANCE SHEET DATA
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(000s omitted)
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Mar.
31,
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Dec. 31,
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Mar.
31,
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Dec. 31,
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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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(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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$ | 171,504 | $ | 195,830 |
Current liabilities
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$ | 33,176 | $ | 27,997 | ||||||||
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Property, plant &
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equipment, net
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42,504 | 35,943 |
Noncurrent liabilities
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9,260 | 9,017 | ||||||||||||
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Goodwill
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19,883 | 1,957 | |||||||||||||||
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Intangibles & other assets
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16,666 | 12,216 |
Stockholders' equity
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208,121 | 208,932 | ||||||||||||
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Total Assets
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$ | 250,557 | $ | 245,946 |
Total Liabilities & Equity
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$ | 250,557 | $ | 245,946 | ||||||||
BEL FUSE INC. AND SUBSIDIARIES
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NON-GAAP MEASURES (unaudited)
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(000s omitted, except for per share data)
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Three Months Ended March 31, 2010
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(Loss)
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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GAAP
measure
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$ | (66 | ) | $ | 32 | $ | 0.00 | $ | 0.00 | |||||||
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Severance costs
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575 | 503 | 0.04 | 0.04 | ||||||||||||
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Acquisition-related costs and
inventory
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related
purchase accounting adjustments
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1,078 | 668 | 0.06 | 0.06 | ||||||||||||
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Non-GAAP measures excluding
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severance, acquisition-related
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costs, and purchase accounting(1)
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$ | 1,587 | $ | 1,203 | $ | 0.09 | $ | 0.11 | ||||||||
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Three Months Ended March 31, 2009
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Income
(loss)
from Operations
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Net
earnings
(loss)(2)
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Net
earnings (loss) per Class
A
common
share
- diluted(3)
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Net
earnings (loss) per Class
B
common
share
- diluted(3)
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GAAP
measure
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$ | 2,259 | $ | 816 | $ | 0.06 | $ | 0.07 | ||||||||
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Restructuring and severance costs
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641 | 459 | 0.04 | 0.04 | ||||||||||||
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Gain on sale of property, plant
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and equipment
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(4,665 | ) | (2,892 | ) | (0.24 | ) | (0.25 | ) | ||||||||
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Non-GAAP measures excluding
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restructuring, severance, and gain on
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sale of property, plant and equipment(1)
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$ | (1,765 | ) | $ | (1,617 | ) | $ | (0.14 | ) | $ | (0.14 | ) | ||||
| (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, (loss) 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.
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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 on sales
of real estate and charges for severance, restructuring, inventory-related
purchase accounting and acquisition-related costs facilitates comparisons
of our results among reporting periods and with peer
companies. Such amounts are not reflective of the relevant
business in the period in which the gain or charge is recorded for
accounting purposes.
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| (2) |
Net
of income tax at effective rate in the applicable tax
jurisdiction.
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| (3 |
Individual
amounts of earnings (loss) per share may not agree to the total due to
rounding.
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