SEC Filing - Bel Fuse Inc.

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belfb20190924_8k.htm

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): February 24, 2022

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 February 24, 2022, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the fourth quarter and year ended December 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 99.1 is furnished as part of this Current Report on Form 8-K:

99.1 Press Release of Bel Fuse Inc. dated February 24, 2022, related to the financial results of the Company for the fourth quarter and year ended December 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: February 24, 2022	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 February 24, 2022, related to the financial results of the Company for the fourth quarter and year ended December 31, 2021.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

ex_158500.htm

Exhibit 99.1

https://cdn.kscope.io/94e51396384699ff65b1133215922ae0-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

Bel Reports Fourth Quarter and Full Year 2021 Results

Impressive Top Line Growth with Solid Q4 Margin Improvement

JERSEY CITY, NJ, Thursday, February 24, 2022 -- Bel Fuse Inc. (Nasdaq: BELFA and BELFB) today announced preliminary financial results for the fourth quarter and full year of 2021.

Fourth Quarter 2021 Highlights

•	Net sales of $147.1 million, up 26.7% from Q4-20
•	Gross profit margin of 26.7%, up from 25.3% in Q4-20
•	Net earnings of $8.0 million versus $3.6 million in Q4-20
•	Adjusted EBITDA of $15.3 million, representing an increase of 96% compared to Q4-20

Full Year 2021 Highlights

•	Net sales of $543.5 million, up 16.7% from 2020
•	Gross profit margin of 24.7%, down from 25.7% in 2020
•	Net earnings of $24.8 million versus $12.8 million in 2020
•	Adjusted EBITDA of $42.8 million, an improvement of 33% compared to 2020
•	Ended year with backlog of orders of $468 million, an increase of over 200% from the 2020 year-end level

“We closed out 2021 with a fourth consecutive quarter of year-over-year sales growth and strong revenue for the quarter", said Daniel Bernstein, President and CEO. "Net sales are up with solid performance across all three business units. Additionally, our backlog continues to build as the demand for eMobility, commercial air, and industrials remain strong. Net earnings more than doubled over last year's fourth quarter and almost doubled for the year as well. Recent acquisitions have been strong contributors to our growth and were highly accretive in 2021. Our CUI power and Circuit Protection products that address a broad array of markets and products that support eMobility and commercial air applications continue to be the growth drivers for revenue.

"Bel will further execute on our strategic initiatives that our CFO Farouq Tuweiq has, and will continue, to put in place and oversee. These initiatives are designed to enhance Bel's margins and drive continued improvement in operational excellence. All parts of the organization will be assessed. Pricing adjustments to offset rising input costs are taking effect in each segment and newly-implemented pricing policies will enable us to react quickly to future cost changes. Despite macroeconomic and global supply chain challenges, we are pleased with our results for the quarter and year,” concluded Mr. Bernstein.

Non-GAAP financial measures, such as Non-GAAP net earnings, Non-GAAP EPS, EBITDA and Adjusted EBITDA, exclude a gain on sale of property, acquisition-related costs, write-off of deferred financing costs and restructuring charges. 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.

Conference Call

Bel has scheduled a conference call for 8:30 a.m. ET on Friday, February 25, 2022 to discuss these results. To participate in the conference call, investors should dial 888-204-4368, or 323-994-2093 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 8322858 after 11:30am 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, transportation and broadcasting industries. Bel's portfolio of products also finds application in the automotive, medical and consumer electronics markets. 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.

Company Contact:

Farouq Tuweiq

Chief Financial Officer

ir@belf.com

Investor Contact:

Three Part Advisors

Jean Marie Young, Managing Director or Steven Hooser, Partner
631-418-4339

jyoung@threepa.com; shooser@threepa.com

Forward-Looking Statements

Non-historical information contained in this press release (including the statements regarding expectations or anticipations regarding future financial performance; trends involving backlog, demand, growth, the effects of acquisitions, and particular product lines or industries; our plans and intentions with respect to strategic initiatives and the desired effects thereof, including on our margin and our revenue; our expectations regarding the effects of pricing adjustments and policies and our ability to react to cost changes; and macroeconomic and global supply chain challenges) 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 effects of business and economic conditions; the impact of public health crises (such as the governmental, social and economic effects of COVID-19); the effects of rising input costs, and cost changes generally; difficulties associated with integrating previously acquired companies; capacity and supply constraints or difficulties, including supply chain constraints or other challenges; product development, commercialization or technological difficulties; the regulatory and trade environment; risks associated with fluctuations in foreign currency exchange rates and interest rates; 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. legal and regulatory requirements, including tax laws, 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]

Bel Fuse Inc.

Supplementary Information⁽¹⁾

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2021			2020			2021			2020

Net sales	$	147,142		$	116,130		$	543,494		$	465,771
Cost of sales		107,877			86,754			409,111			346,041
Gross profit		39,265			29,376			134,383			119,730
As a % of net sales		26.7	%		25.3	%		24.7	%		25.7	%

Research and development costs		5,590			5,723			21,891			23,611
Selling, general and administrative expenses		21,854			19,565			86,612			78,704
As a % of net sales		14.9	%		16.8	%		15.9	%		16.9	%
Restructuring charges		526			318			1,201			601
Gain on sale of property		-			(1,853	)		(6,578	)		(1,853	)

Income from operations		11,295			5,623			31,257			18,667
As a % of net sales		7.7	%		4.8	%		5.8	%		4.0	%

Interest expense		(528	)		(903	)		(3,542	)		(4,746	)
Other income/expense, net		(847	)		(395	)		(388	)		(1,785	)
Earnings before income taxes		9,920			4,325			27,327			12,136

Provision for (benefit from) income taxes		1,912			774			2,506			(659	)
Effective tax rate		19.3	%		17.9	%		9.2	%		-5.4	%
Net earnings	$	8,008		$	3,551		$	24,821		$	12,795
As a % of net sales		5.4	%		3.1	%		4.6	%		2.7	%

Weighted average number of shares outstanding:
Class A common shares - basic and diluted		2,145			2,145			2,145			2,145
Class B common shares - basic and diluted		10,322			10,213			10,258			10,185

Net earnings per common share:
Class A common shares - basic and diluted	$	0.61		$	0.27		$	1.90		$	0.97
Class B common shares - basic and diluted	$	0.65		$	0.29		$	2.02		$	1.05

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

Bel Fuse Inc.

Supplementary Information⁽¹⁾

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

	December 31, 2021		December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	61,756	$	84,939
Accounts receivable, net		87,135		71,372
Inventories		139,383		100,133
Other current assets		40,742		23,772
Total current assets		329,016		280,216
Property, plant and equipment, net		38,210		34,501
Right-of-use assets		21,252		14,217
Goodwill and other intangible assets, net		87,646		89,755
Other assets		35,722		35,177
Total assets	$	511,846	$	453,866

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	65,960	$	39,774
Current portion of long-term debt		-		5,286
Operating lease liability, current		6,880		6,591
Other current liabilities		39,172		35,885
Total current liabilities		112,012		87,536
Long-term debt		112,500		110,294
Operating lease liability, long-term		14,668		8,064
Other liabilities		63,923		62,173
Total liabilities		303,103		268,067
Stockholders' equity		208,743		185,799
Total liabilities and stockholders' equity	$	511,846	$	453,866

Bel Fuse Inc.

Supplementary Information⁽¹⁾

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

(in thousands, unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2021			2020			2021			2020

GAAP Net earnings	$	8,008		$	3,551		$	24,821		$	12,795
Interest expense		528			903			3,542			4,746
Provision for (benefit from) income taxes		1,912			774			2,506			(659	)
Depreciation and amortization		4,347			4,101			16,861			16,423
EBITDA	$	14,795		$	9,329		$	47,730		$	33,305
% of net sales		10.1	%		8.0	%		8.8	%		7.2	%

Unusual or special items:
Gain on sale of property		-			(1,853	)		(6,578	)		(1,853	)
Restructuring charges		526			318			1,201			601
Acquisition-related costs		-			25			483			211

Adjusted EBITDA	$	15,321		$	7,819		$	42,836		$	32,264
% of net sales		10.4	%		6.7	%		7.9	%		6.9	%

(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.

Bel Fuse Inc.

Supplementary Information⁽¹⁾

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

(in thousands, unaudited)

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

	Three Months Ended December 31, 2021										Three Months Ended December 31, 2020
Reconciling Items	Earnings before taxes		Provision for income taxes		Net earnings		Class A EPS⁽³⁾		Class B EPS⁽³⁾		Earnings before taxes			Provision for income taxes			Net earnings			Class A EPS⁽³⁾			Class B EPS⁽³⁾

GAAP measures	$	9,920	$	1,912	$	8,008	$	0.61	$	0.65	$	4,325		$	774		$	3,551		$	0.27		$	0.29
Items included in SG&A expenses:
Acquisition-related costs		-		-		-		-		-		25			6			19			-			-
Gain on sale of property		-		-		-		-		-		(1,853	)		(403	)		(1,450	)		(0.11	)		(0.12	)
Restructuring charges		526		70		456		0.04		0.04		318			-			318			0.02			0.03
Non-GAAP measures	$	10,446	$	1,982	$	8,464	$	0.65	$	0.69	$	2,815		$	377		$	2,438		$	0.18		$	0.20

	Year Ended December 31, 2021														Year Ended December 31, 2020
Reconciling Items	Earnings before taxes			Provision for income taxes		Net earnings			Class A EPS⁽³⁾			Class B EPS⁽³⁾			Earnings before taxes			Benefit from income taxes			Net earnings			Class A EPS⁽³⁾			Class B EPS⁽³⁾

GAAP measures	$	27,327		$	2,506	$	24,821		$	1.90		$	2.02		$	12,136		$	(659	)	$	12,795		$	0.97		$	1.05
Items included in SG&A expenses:
Acquisition-related costs		483			111		372			0.03			0.03			211			49			162			0.01			0.01
Gain on sale of property		(6,578	)		-		(6,578	)		(0.51	)		(0.53	)		(1,853	)		(403	)		(1,450	)		(0.11	)		(0.12	)
Restructuring charges		1,201			189		1,012			0.08			0.08			601			62			539			0.04			0.04
Write-off of deferred financing costs		820			189		631			0.05			0.05			-			-			-			-			-
Non-GAAP measures	$	23,253		$	2,995	$	20,258		$	1.55		$	1.65		$	11,095		$	(951	)	$	12,046		$	0.92		$	0.99

⁽¹⁾The supplementary information included in this press release for 2021 is preliminary and subject to change prior to the filing of our upcoming Annual Report on Form 10-K 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.