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 28, 2010
BEL FUSE
INC.
(Exact
name of registrant as specified in charter)
|
New Jersey
|
0-11676
|
22-1463699
|
||
|
(State
or other
|
(Commission
|
(IRS
Employer
|
||
|
jurisdiction
of
|
File
Number)
|
Identification
|
||
|
incorporation)
|
Number)
|
|
206 Van Vorst Street, Jersey City, New
Jersey
|
07302
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
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)
o Pre-commencement
communications pursuant to Rule 14s-2(b) under the Exchange Act (17 CFR
240-14d-2(b))
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
October 28, 2010, Bel Fuse Inc. (the “Company”) issued a press release regarding
results for the quarter ended September 30, 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 October 28, 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
|
|||
|
Date: October
28, 2010
|
By:
|
/s/ Daniel Bernstein | |
| Name: Daniel Bernstein | |||
| Title: President | |||
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
99.1
|
Press
release, dated October 28, 2010 issued by the Company.
|
 |
Bel
Fuse Inc.
206
Van Vorst Street
Jersey
City, NJ 07302
www.belfuse.com
tel
201.432.0463
fax
201.432.9542
|
|
Investor
Contact:
Neil
Berkman Associates
(310)
826-5051
info@berkmanassociates.com
|
Company
Contact:
Daniel
Bernstein
President
& CEO
(201)
432-0463
|
Bel
Reports Third Quarter 2010 Net Earnings of $9.9 Million Versus
A
2009 Loss of $10.8 Million As Net Sales Increased To A Record $85
Million
Nine
Month 2010 Net Earnings Were $14.7 Million Versus A 2009 Loss Of $11.2
Million
Net
Sales Increased 63% To $218.8 Million
JERSEY CITY, New Jersey,
October 28, 2010 -- Bel Fuse
Inc. (NASDAQ:BELFA and NASDAQ:BELFB) today announced
preliminary unaudited financial results for the third quarter of 2010. The
Company reported that net sales increased 88% to a record $85.0 million, and net
earnings increased to $9.9 million ($0.81 per Class A share and $0.86 per Class
B share) compared to a net loss of $10.8 million ($0.90 per Class A share and
$0.94 per Class B share) for the third quarter of 2009.
"With
solid demand for all of our product groups, we delivered the strongest revenue
quarter in Bel's 60-year history and one of our most profitable quarters ever,"
said Daniel Bernstein, Bel's President and CEO. "Beyond the higher
margins associated with our record sales, another major driver of Bel's
profitability was the efficiency improvements we have achieved in
China. We increased our workforce by 4,500 associates in just the
past 14 months, despite a training period of 13 weeks and an employee fallout
rate of 50%. We are now close to our target labor force and the
increased productivity, combined with a more stable workforce, has cut lead
times close to normal levels."
Noting
that Cinch Connectors contributed revenue of $15.5 million for the third
quarter, Bernstein said, "The integration of Cinch is essentially
complete. As we anticipated, Cinch's well-established lines of
connectors and cable products fit comfortably into Bel's traditional product
menu, and its extensive clientele has enabled Bel to diversify its customer base
to include aerospace and military markets for the first time."
Third
Quarter Results
For the
three months ended September 30, 2010, net sales increased 88% to $84,961,000
compared to $45,283,000 for the third quarter of 2009. This year's
third quarter net sales included $15,471,000 from Cinch Connectors, which was
acquired on January 29, 2010. Excluding the Cinch Connector sales,
net sales increased 54% for this year's third quarter versus the same quarter
last year. Net sales increased 11% versus the second quarter of
2010.
Net
earnings for the third quarter of 2010 were $9,944,000. The net loss
for the third quarter of 2009 was $10,752,000, which included a charge for
impairment of goodwill of $12,875,000 ($12,875,000 after tax).
Adjusted
to exclude net gains on sale of property, plant and equipment, a net gain from
the expiration of tax statutes of limitations and other items, non-GAAP net
earnings for the third quarter of 2010 were $8,424,000. This compares
to non-GAAP net earnings for the third quarter of 2009 of $118,000, adjusted to
exclude goodwill impairment, lawsuit settlement costs, a gain on sale of
investments, a net gain from the expiration of tax statutes of limitations and
other items. 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 third quarter of 2010 were
$0.81, compared to a net loss per Class A common share of $0.90 for the third
quarter of 2009. Adjusted to exclude the items described above,
non-GAAP net earnings per diluted Class A common share were $0.69 for this
year's third quarter, compared to non-GAAP net earnings per Class A common share
of $0.01 for the third quarter of 2009.
Net
earnings per diluted Class B common share were $0.86 for the third quarter of
2010, compared to a net loss per Class B common share of $0.94 for the third
quarter of 2009. Adjusted to exclude the items described above,
non-GAAP net earnings per diluted Class B common share were $0.73 for the third
quarter of 2010, compared to non-GAAP net earnings per Class B common share of
$0.02 for the third quarter of 2009.
(more)
Bel
Reports Third Quarter Net Earnings of $9.9 Million
October
28, 2010
Page
Two
Cost of
sales decreased to 76.3% of sales for the third quarter of 2010, compared to
91.7% of sales for the third quarter of 2009.
Income
from operations for this year's third quarter was $9,373,000, including
operating income of approximately $1,933,000 at Cinch
Connectors. This compares to an operating loss of $15,930,000 for the
third quarter of 2009. Adjusted to exclude the items described above,
non-GAAP income from operations for the third quarter of 2010 increased to
$9,062,000, compared to a non-GAAP loss from operations of $822,000 for the
third quarter of 2009.
At
September 30, 2010, Bel reported working capital of approximately $156,609,000,
including cash, cash equivalents, short-term investments and marketable
securities of approximately $77,888,000, a current ratio of 4.7, total long-term
obligations of $9,589,000, and stockholders' equity of
$222,781,000. In comparison, at December 31, 2009, Bel reported
working capital of approximately $167,833,000, 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.
Nine
Month Results
For the
nine months ended September 30, 2010, net sales increased 63% to $218,842,000
compared to $134,088,000 for 2009. Net earnings for the first nine
months of 2010 increased to $14,671,000, compared to a net loss of $11,208,000
for the first nine months of 2009.
Net
earnings per diluted Class A common share for the first nine months of 2010 were
$1.19, compared to a net loss per Class A common share of $0.95 for the same
period of 2009. Net earnings per diluted Class B common share for the
first nine months of 2010 were $1.27, compared to a net loss per Class B common
share of $0.98 for the first nine months of 2009.
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 #97957999. A
simultaneous webcast is available from the Events and
Presentations link of the Investor Info tab at
www.belfuse.com. A
replay will be available for 20 days at this same Internet
address. For a telephone replay, dial (706) 645-9291, conference ID
#97957999 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 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). 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 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.
|
BEL FUSE INC. AND SUBSIDIARIES
|
||||||||||||||||
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||||||
|
(000s omitted, except for per share data)
|
||||||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
September 30,
|
September 30,
|
|||||||||||||||
|
2010
|
2009
|
2010
|
2009
|
|||||||||||||
|
(unaudited)
|
(unaudited)
|
|||||||||||||||
|
Net Sales
|
$ | 84,961 | $ | 45,283 | $ | 218,842 | $ | 134,088 | ||||||||
|
Costs and expenses:
|
||||||||||||||||
|
Cost of sales
|
64,795 | 41,516 | 173,524 | 119,919 | ||||||||||||
|
Selling, general and administrative
|
11,181 | 6,813 | 30,642 | 22,067 | ||||||||||||
|
Impairment of goodwill
|
-- | 12,875 | -- | 12,875 | ||||||||||||
|
Restructuring charge
|
-- | -- | -- | 413 | ||||||||||||
|
(Gain)
loss on sale of property, plant and equipment
|
(388 | ) | 9 | (369 | ) | (4,643 | ) | |||||||||
| 75,588 | 61,213 | 203,797 | 150,631 | |||||||||||||
|
Income (loss) from operations
|
9,373 | (15,930 | ) | 15,045 | (16,543 | ) | ||||||||||
|
Gain on sale of investment
|
-- | 656 | -- | 1,739 | ||||||||||||
|
Interest income and other, net
|
87 | 86 | 325 | 402 | ||||||||||||
|
Earnings (loss) before (benefit) provision for income taxes
|
9,460 | (15,188 | ) | 15,370 | (14,402 | ) | ||||||||||
|
(Benefit)
provision for income taxes
|
(484 | ) | (4,436 | ) | 699 | (3,194 | ) | |||||||||
|
Net earnings (loss)
|
$ | 9,944 | $ | (10,752 | ) | $ | 14,671 | $ | (11,208 | ) | ||||||
|
Earnings (loss) per Class A common share
|
||||||||||||||||
|
basic and diluted
|
$ | 0.81 | $ | (0.90 | ) | $ | 1.19 | $ | (0.95 | ) | ||||||
|
Weighted average Class A common shares outstanding
|
||||||||||||||||
|
basic and diluted
|
2,175 | 2,175 | 2,175 | 2,175 | ||||||||||||
|
Earnings (loss) per Class B common share
|
||||||||||||||||
|
basic and diluted
|
$ | 0.86 | $ | (0.94 | ) | $ | 1.27 | $ | (0.98 | ) | ||||||
|
Weighted average Class B common shares outstanding
|
||||||||||||||||
|
basic and diluted
|
9,528 | 9,324 | 9,496 | 9,343 | ||||||||||||
|
CONDENSED CONSOLIDATED BALANCE SHEET DATA
|
|||||||||||||||||
|
(000s omitted)
|
|||||||||||||||||
|
Sep. 30,
|
Dec. 31,
|
Sep. 30,
|
Dec. 31,
|
||||||||||||||
|
ASSETS
|
2010
|
2009
|
LIABILITIES & EQUITY
|
2010
|
2009
|
||||||||||||
|
(unaudited)
|
(audited)
|
(unaudited)
|
(audited)
|
||||||||||||||
|
Current assets
|
$ | 198,401 | $ | 195,830 |
Current liabilities
|
$ | 41,792 | $ | 27,997 | ||||||||
|
Property, plant & equipment, net
|
46,157 | 35,943 |
Noncurrent liabilities
|
9,589 | 9,017 | ||||||||||||
|
Goodwill
|
4,526 | 1,957 | |||||||||||||||
|
Intangibles & other assets
|
25,078 | 12,216 |
Stockholders' equity
|
222,781 | 208,932 | ||||||||||||
|
Total Assets
|
$ | 274,162 | $ | 245,946 |
Total Liabilities & Equity
|
$ | 274,162 | $ | 245,946 | ||||||||
|
BEL
FUSE INC. AND SUBSIDIARIES
|
||||||||||||||||||||||||||||||||
|
NON-GAAP
MEASURES (unaudited)
|
||||||||||||||||||||||||||||||||
|
(000s
omitted, except for per share data)
|
||||||||||||||||||||||||||||||||
|
Three
Months Ended September 30, 2010
|
Nine
Months Ended September 30, 2010
|
|||||||||||||||||||||||||||||||
|
Income
from
Operations
|
Net
earnings
(2)
|
Net
earnings per Class A common
share
- diluted(3)
|
Net
earnings per Class B common
share
- diluted(3)
|
Income
from
Operations
|
Net
earnings
(2)
|
Net
earnings per Class A common share - diluted(3)
|
Net
earnings per Class B common
share
- diluted(3)
|
|||||||||||||||||||||||||
|
GAAP
measures
|
$ | 9,373 | $ | 9,944 | $ | 0.81 | $ | 0.86 | $ | 15,045 | $ | 14,671 | $ | 1.19 | $ | 1.27 | ||||||||||||||||
|
Severance
costs and plant
closure expenses
|
44 | 44 | 0.00 | 0.00 | 1,096 | 1,000 | 0.08 | 0.09 | ||||||||||||||||||||||||
|
Acquisition-related
costs and
inventory-related purchase
accounting adjustments
|
33 | 20 | 0.00 | 0.00 | 1,127 | 699 | 0.06 | 0.06 | ||||||||||||||||||||||||
|
Gain
on sale of property, plant
and equipment
|
(388 | ) | (389 | ) | (0.03 | ) | (0.03 | ) | (369 | ) | (377 | ) | (0.03 | ) | (0.03 | ) | ||||||||||||||||
|
Expiration
of tax statutes of
limitations, net
|
-- | (1,196 | ) | (0.10 | ) | (0.10 | ) | -- | (732 | ) | (0.06 | ) | (0.06 | ) | ||||||||||||||||||
|
Non-GAAP
measures
excluding severance
and
plant closure, acquisition-
related costs and inventory-
related purchase accounting
adjustments; gains on sale of
property, plant and equipment
and net expiration of tax
statutes of limitations(1)
|
$ | 9,062 | $ | 8,424 | $ | 0.69 | $ | 0.73 | $ | 16,899 | $ | 15,261 | $ | 1.24 | $ | 1.32 | ||||||||||||||||
|
Three
Months Ended September 30, 2009
|
Nine
Months Ended September 30, 2009
|
|||||||||||||||||||||||||||||||
|
(Loss)
from
Operations
|
Net
(Loss)(2)
|
Net
(Loss) per
Class
A common
share
- diluted(3)
|
Net
(Loss) per
Class
B common
share
- diluted(3)
|
(Loss)
from
Operations
|
Net
(loss)(2)
|
Net
(Loss) per
Class
A common
share
- diluted(3)
|
Net
(Loss) per
Class
B common
share
- diluted(3)
|
|||||||||||||||||||||||||
|
GAAP
measures
|
$ | (15,930 | ) | $ | (10,752 | ) | $ | (0.90 | ) | $ | (0.94 | ) | $ | (16,543 | ) | $ | (11,208 | ) | $ | (0.95 | ) | $ | (0.98 | ) | ||||||||
|
Restructuring,
severance, and
unauthorized stock
issuance
costs
|
122 | 111 | 0.01 | 0.01 | 2,463 | 1,730 | 0.14 | 0.15 | ||||||||||||||||||||||||
|
Impairment
of goodwill
|
12,875 | 12,875 | 1.08 | 1.13 | 12,875 | 12,875 | 1.07 | 1.13 | ||||||||||||||||||||||||
|
License
fee paid in settlement
of lawsuit
|
2,001 | 1,241 | 0.10 | 0.11 | 2,001 | 1,241 | 0.10 | 0.11 | ||||||||||||||||||||||||
|
Acquisition-related
costs
|
101 | 63 | 0.01 | 0.01 | 101 | 63 | 0.01 | 0.01 | ||||||||||||||||||||||||
|
Loss
(gain) on sale of property,
plant and equipment
|
9 | 5 | 0.00 | 0.00 | (4,643 | ) | (2,879 | ) | (0.24 | ) | (0.25 | ) | ||||||||||||||||||||
|
Gain
on sale of investments, net
of income tax
|
-- | (406 | ) | (0.03 | ) | (0.04 | ) | -- | (1,077 | ) | (0.09 | ) | (0.09 | ) | ||||||||||||||||||
|
Expiration
of tax statutes of
limitations, net
|
-- | (3,019 | ) | (0.25 | ) | (0.26 | ) | -- | (2,955 | ) | (0.25 | ) | (0.26 | ) | ||||||||||||||||||
|
Non-GAAP
measures
excluding restructuring,
impairment charges and
other costs; gain on sale of
investments (net of
income
tax);
gain on sale of property,
plant and
equipment and net
expiration of
tax statutes of
limitations
(1)
|
$ | (822 | ) | $ | 118 | $ | 0.01 | $ | 0.02 | $ | (3,746 | ) | $ | (2,210 | ) | $ | (0.20 | ) | $ | (0.19 | ) | |||||||||||
|
(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, 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.
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 and
losses on sales of investments and real estate, tax benefits resulting
from the expiration of tax statutes of limitations and charges for
severance, factory closure, amounts paid in settlement of a lawsuit,
restructuring, impairment of assets, unauthorized stock issuance costs,
inventory-related purchase accounting adjustments and acquisition-related
costs facilitates comparisons of our results among reporting
periods. We believe that such amounts are not reflective of the
relevant business in the period in which the gain or charge is recorded
for accounting purposes.
|
|
(2) Net
of income tax at effective rate in the applicable tax
jurisdiction.
|
|
(3) Individual
amounts of earnings (loss) per share may not agree to the total due to
rounding.
|