belfb20190924_8k.htm
false 0000729580 0000729580 2021-05-03 2021-05-03 0000729580 belfb:ClassACommonStockCustomMember 2021-05-03 2021-05-03 0000729580 belfb:ClassBCommonStockCustomMember 2021-05-03 2021-05-03
 
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):  May 3, 2021
 
BELFUSE INC /NJ
 
BEL FUSE INC.
(Exact Name of Registrant as Specified in its Charter)
 
New Jersey
 
0-11676
 
22-1463699
(State of  incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
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
 
 
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 (see General Instruction A.2. below):
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
 
Trading Symbol
 
Name of Exchange on Which Registered
Class A Common Stock ($0.10 par value)
 
BELFA
 
Nasdaq Global Select Market
Class B Common Stock ($0.10 par value)
 
BELFB
 
Nasdaq Global Select Market
 
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
 
ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
 
On May 3, 2021, Bel Fuse Inc. (the "Company") issued a press release regarding results for the three and three months ended March 31, 2021. 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.2 of Form 8-K, the information in Item 2.02 of 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.
 
(d) 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 May 3, 2021, related to the financial results of the Company for the three months ended March 31, 2021.
 
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 

 
 
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 hereunto duly authorized.
 
Date:  May 3, 2021
 BEL FUSE INC.
 
 (Registrant)
 
 
 
 
By:  
 /s/Daniel Bernstein
 
Daniel Bernstein
 
President and Chief Executive Officer
 
 

 
 
EXHIBIT INDEX
 
 
 
Exhibit No.
 
 
Description
 
 
 
 
 99.1
 
Press release issued by the Company, dated May 3, 2021, related to the financial results of the Company for the three and three months ended March 31, 2021.
 
 
         
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).    
 
 

ex_158500.htm

Exhibit 99.1

 

https://cdn.kscope.io/a055c6b63dc996c426dd42a6b7b312fc-image00001.jpg

 

 

FOR IMMEDIATE RELEASE

Bel Fuse Inc.

206 Van Vorst Street

Jersey City,  NJ 07302

www.belfuse.com

tel 201.432.0463

fax 201.432.9542

 

 

Investor Contact:

Darrow Associates

tel 516.419.9915

pseltzberg@darrowir.com

 

Company Contact:

Daniel Bernstein  

President  

ir@belf.com  

 

 

 

Bel Reports First Quarter 2021 Results

 

 

JERSEY CITY, NJ, Monday, May 3, 2021 -- Bel Fuse Inc. (Nasdaq: BELFA and BELFB), a designer, manufacturer and provider of products that power, protect and connect electronic circuits, today announced preliminary financial results for the first quarter of 2021.

 

First Quarter 2021 Highlights

Net sales of $110.6 million represent a 6.4% increase from $104.0 million in last year's first quarter

Gross profit of $24.3 million, or 21.9% of net sales, compared to $25.8 million, or 24.8% of net sales in Q1-20

GAAP net earnings of $3.2 million (leading to GAAP EPS of $0.24 per Class A share and $0.26 per Class B share) versus GAAP net loss of $(3.8) million in Q1-20 (GAAP net loss per share of $(0.30) per Class A share and $(0.31) per Class B share)
Sale of Hong Kong property resulted in $6.2 million gain in Q1-21 which contributed to improved net earnings in Q1-21
Adjusted EBITDA of $3.1 compared to $1.2 million in Q1-20

 

Daniel Bernstein, President and CEO, said, “Strength in orders throughout each of our product groups contributed to a 6% increase in sales compared to last year’s first quarter and a record backlog level of $234 million as of the end of the quarter.  The sale of a property in Hong Kong contributed a $6.2 million gain, leading to improved net earnings and EPS versus last year’s first quarter.

 

“Continued improvement in Bel’s Power Solutions and Protection segment was led by an increase in CUI sales of $2.1 million (26%), a $1.6 million (61%) increase in fuse sales, and a $1.5 million (100%) increase in sales of product going into the eMobility end market.  Bel also closed on its acquisition of EOS Power on March 31st, and we anticipate EOS to be accretive to our results beginning in the second quarter of 2021.

 

“Our Connectivity Solutions business is progressing as planned with the integration of its acquisition of rms Connector in January 2021.  Rms was accretive to Bel’s results, contributing $2.1 million of sales and $411,000 of net earnings in the first quarter of 2021.  The Connectivity group also saw a partial recovery in commercial aerospace sales during the first quarter, with sales into this end market increasing $1.2 million (57%) sequentially from the fourth quarter of 2020. 

 

“Bel’s Magnetic Solutions group continued to have strong bookings in the first quarter, and we anticipate the increase in demand from recent quarters to translate into higher sales for this group during the second and third quarters of 2021.

 

“Looking ahead, our backlog of orders continues to grow, and reached $264 million by the end of April.  While our scheduled shipments are indicative of stronger sales in the second and third quarters, raw material shortages and long lead times on some semiconductors and certain other raw materials may impact the ultimate timing of those shipments.  We have been managing the situation to date and have extended our own lead times to customers in response, and anticipate material availability and extended lead times being a factor for the foreseeable future.  Positive contributions to net earnings are expected from the recent acquisitions of rms and EOS, coupled with cost savings from the 2020 restructuring efforts, and we will continue to pursue opportunities to optimize our cost structure and mitigate the impacts of higher input costs throughout the year,” concluded Mr. Bernstein. 

 

Non-GAAP financial measures, such as Non-GAAP net earnings, Non-GAAP EPS, EBITDA and Adjusted EBITDA, exclude the impact of acquisition-related costs, restructuring charges and gain on sale of property. Please refer to the financial information included with this press release for reconciliations of GAAP financial measures to Non-GAAP financial measures and our explanation of why we present Non-GAAP financial measures.

 

 

 

1

 

 

 

Conference Call

Bel has scheduled a conference call at 11:00 a.m. ET today.  To participate in the conference call, investors should dial 866-248-8441, or 323-289-6576 if dialing internationally. The presentation will additionally be broadcast live over the Internet and will be available at https://ir.belfuse.com/events-and-presentations. The webcast will be available via replay for a period of 20 days at this same Internet address.  For those unable to access the live call, a telephone replay will be available at 844-512-2921, or 412-317-6671 if dialing internationally, using access code 2660531 after 2:00 p.m. ET, also for 20 days.

 

About Bel

Bel (www.belfuse.com) designs, manufactures and markets a broad array of products that power, protect and connect electronic circuits.  These products are primarily used in the networking, telecommunications, computing, military, aerospace, medical, transportation and broadcasting industries.  Bel's product groups include Magnetic Solutions (integrated connector modules, power transformers, power inductors and discrete components), Power Solutions and Protection (front-end, board-mount and industrial power products, module products and circuit protection), and Connectivity Solutions (expanded beam fiber optic, copper-based, RF and RJ connectors and cable assemblies).  The Company operates facilities around the world.

 

Forward-Looking Statements

Non-historical information contained in this press release (including the statements regarding the anticipated impact of the acquired EOS Power business on our results, anticipated higher sales for our Magnetic Solutions group during the second and third quarters as a result of strong bookings in the first quarter, expectations regarding our scheduled backlog as an indicator of stronger sales in the second and third quarters, expected contributions to net earnings from our rms and EOS acquisitions and cost savings from restructuring efforts, and our efforts to continue to optimize our cost structure) are forward-looking statements (as described under the Private Securities Litigation Reform Act of 1995) that involve risks and uncertainties. Actual results could differ materially from Bel's projections. 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 impact of public health crises (such as the governmental, social and economic effects of COVID-19); the effects of business and economic conditions; difficulties associated with integrating previously acquired companies; capacity and supply constraints or difficulties; product development, commercialization 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; the impact of changes to U.S. trade and tariff policies; and the risk factors detailed from time to time in the Company's SEC reports. In light of the risks and uncertainties impacting our business, 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.

 

Non-GAAP Financial Measures

The Non-GAAP measures identified in this press release as well as in the supplementary information to this press release (Non-GAAP net earnings, Non-GAAP EPS, EBITDA and Adjusted EBITDA) 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.  We present results adjusted to exclude the effects of certain unusual or special items and their related tax impact that would otherwise be included under U.S. GAAP, to aid in comparisons with other periods.  We may use Non-GAAP financial measures to determine performance-based compensation and management believes that this information may be useful to investors.

 

Website Information

We routinely post important information for investors on our website, www.belfuse.com, in the "Investor Relations" section. We use our website as a means of disclosing material, otherwise non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.

 

 

[Financial tables follow]

 

2

 

 

Bel Fuse Inc.

Supplementary Information(1)

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

 

   

Three Months Ended

 
   

March 31,

 
   

2021

   

2020

 
                 

Net sales

  $ 110,643     $ 103,978  

Cost of sales

    86,384       78,220  

Gross profit

    24,259       25,758  

As a % of net sales

    21.9 %     24.8 %
                 

Research and development costs

    4,986       6,059  

Selling, general and administrative expenses

    20,995       20,690  

As a % of net sales

    19.0 %     19.9 %

Restructuring charges

    -       128  

Gain on sale of property

    (6,175 )     -  
                 

Income (loss) from operations

    4,453       (1,119 )

As a % of net sales

    4.0 %     -1.1 %
                 

Interest expense

    (801 )     (1,351 )

Other income/expense, net

    546       (2,106 )

Earnings (loss) before income taxes

    4,198       (4,576 )
                 

Provision for (benefit from) income taxes

    999       (772 )

Effective tax rate

    23.8 %     16.9 %

Net earnings (loss)

  $ 3,199     $ (3,804 )

As a % of net sales

    2.9 %     -3.7 %
                 

Weighted average number of shares outstanding:

               

Class A common shares - basic and diluted

    2,145       2,145  

Class B common shares - basic and diluted

    10,203       10,123  
                 

Net earnings (loss) per common share:

               

Class A common shares - basic and diluted

  $ 0.24     $ (0.30 )

Class B common shares - basic and diluted

  $ 0.26     $ (0.31 )

 

(1) The supplementary information included in this press release for 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

 

 

3

 

 

Bel Fuse Inc.

Supplementary Information(1)

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

 

   

March 31, 2021

   

December 31, 2020

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 74,040     $ 84,939  

Accounts receivable, net

    74,070       71,372  

Inventories

    106,737       100,133  

Other current assets

    24,513       23,771  

Total current assets

    279,360       280,216  

Property, plant and equipment, net

    37,865       34,501  

Right-of-use assets

    12,615       14,217  

Goodwill and other intangible assets, net

    89,664       89,755  

Other assets

    35,643       35,177  

Total assets

  $ 455,146     $ 453,866  
                 

Liabilities and Stockholders' Equity

               

Current liabilities:

               

Accounts payable

  $ 42,452     $ 39,774  

Current portion of long-term debt

    6,779       5,286  

Operating lease liability, current

    6,409       6,591  

Other current liabilities

    34,055       35,885  

Total current liabilities

    89,695       87,536  

Long-term debt

    107,472       110,294  

Operating lease liability, long-term

    6,532       8,064  

Other liabilities

    65,124       62,173  

Total liabilities

    268,823       268,067  

Stockholders' equity

    186,323       185,799  

Total liabilities and stockholders' equity

  $ 455,146     $ 453,866  

 

(1) The supplementary information included in this press release for 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

 

 

4

 

 

Bel Fuse Inc.

Supplementary Information(1)

Reconciliation of GAAP Net Earnings to EBITDA and Adjusted EBITDA(2)

(in thousands, unaudited)

 

   

Three Months Ended

 
   

March 31,

 
   

2021

   

2020

 
                 

GAAP Net earnings (loss)

  $ 3,199     $ (3,804 )

Interest expense

    801       1,351  

Provision for (benefit from) income taxes

    999       (772 )

Depreciation and amortization

    4,145       4,126  

EBITDA

  $ 9,144     $ 901  

% of net sales

    8.3 %     0.9 %
                 

Unusual or special items:

               

Gain on sale of property

    (6,175 )     -  

Restructuring charges

    -       128  

Acquisition-related costs

    166       186  
                 

Adjusted EBITDA

  $ 3,135     $ 1,215  

% of net sales

    2.8 %     1.2 %

 

(1) The supplementary information included in this press release for 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

 

(2) In this press release and supplemental information, we have included Non-GAAP financial measures, including Non-GAAP net earnings, Non-GAAP EPS, EBITDA and Adjusted EBITDA. We present results adjusted to exclude the effects of certain specified items and their related tax impact that would otherwise be included under GAAP, to aid in comparisons with other periods. We may use Non-GAAP financial measures to determine performance-based compensation and management believes that this information may be useful to investors.

 

 

5

 

 

Bel Fuse Inc.

Supplementary Information(1)

Reconciliation of GAAP Measures to Non-GAAP Measures(2)

(in thousands (except per share amounts), unaudited)

 

The following tables detail the impact that certain unusual or special items had on the Company's net earnings per common Class A and Class B basic and diluted shares ("EPS") and the line items in which these items were included in the condensed consolidated statements of operations.

 

   

Three Months Ended March 31, 2021

   

Three Months Ended March 31, 2020

 

Reconciling Items

 

Earnings (loss) before taxes

   

Provision for income taxes

   

Net earnings (loss)

   

Class A EPS(3)

   

Class B EPS(3)

   

(Loss) earnings before taxes

   

(Benefit from) provision for income taxes

   

Net (loss) earnings

   

Class A EPS(3)

   

Class B EPS(3)

 
                                                                                 
GAAP measures   $ 4,198     $ 999     $ 3,199     $ 0.24     $ 0.26     $ (4,576 )   $ (772 )   $ (3,804 )   $ (0.30 )   $ (0.31 )

Items included in SG&A expenses:

                                                                               
Acquisition-related costs     166       38       128       0.01       0.01       186       43       143       0.01       0.01  
Gain on sale of property     (6,175 )     -       (6,175 )     (0.48 )     (0.50 )     -       -       -       -       -  
Restructuring charges     -       -       -       -       -       128       29       99       0.01       0.01  
Non-GAAP measures   $ (1,811 )   $ 1,037     $ (2,848 )   $ (0.23 )   $ (0.23 )   $ (4,262 )   $ (700 )   $ (3,562 )   $ (0.28 )   $ (0.29 )

 

(1) The supplementary information included in this press release for 2021 is preliminary and subject to change prior to the filing of our upcoming Quarterly Report on Form 10-Q with the Securities and Exchange Commission.

(2) In this press release and supplemental information, we have included Non-GAAP financial measures, including Non-GAAP net earnings, Non-GAAP EPS, EBITDA and Adjusted EBITDA. We present results adjusted to exclude the effects of certain specified items and their related tax impact that would otherwise be included under GAAP, to aid in comparisons with other periods. We may use Non-GAAP financial measures to determine performance-based compensation and management believes that this information may be useful to investors.

(3) Individual amounts of earnings per share may not agree to the total due to rounding.

 

 

6