belfb20220628_8k.htm
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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):  July 27, 2022
 
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 July 27, 2022, Bel Fuse Inc. ("Bel" or the "Company") issued a press release regarding results for the three and six months ended June 30, 2022.  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 July 27, 2022 related to the financial results of the Company for the three and six months ended June 30, 2022.
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:  July 27, 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 July 27, 2022, related to the financial results of the Company for the three and six months ended June 30, 2022
 
 
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)    
 
 
ex_390757.htm

Exhibit 99.1

 

https://cdn.kscope.io/64da27ce9e9d00a4dea0cae731b61cc9-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 Second Quarter 2022 Results

Sixth Consecutive Quarter of Year-over-Year Sales Growth

 

 

JERSEY CITY, NJ, Wednesday, July 27, 2022 -- Bel Fuse Inc. (Nasdaq: BELFA and BELFB) today announced preliminary financial results for the second quarter of 2022.

 

Second Quarter 2022 Highlights

Net sales of $170.6 million, up 22.9% from Q2-21

Gross profit margin of 26.6%, up from 24.7% in Q2-21

Net earnings of $17.0 million versus $7.9 million in Q2-21
Adjusted EBITDA of $19.1 million, representing a 65% increase compared to Q2-21
Record quarterly bookings of $226 million led to quarter-end backlog of orders of $580 million, an increase in backlog of 24% from December 31, 2021

 

“The second quarter was record breaking in many ways, marking the highest Net Sales and Adjusted EBITDA in Bel’s history. Bookings and backlog also set an all-time high in the second quarter, both in terms of dollar level of orders received and margin profile of those orders. Commercial aerospace continued to rebound with sales of $7.8 million for the quarter, an increase of 43% from last year's second quarter. The e-Mobility end market saw 89% growth in Q2 year-over-year, resulting in sales of $6.7 million for the second quarter of 2022. Our team is crucial to driving this performance by embracing our strategic plan and I very much appreciate their efforts,” stated Dan Bernstein, President and CEO.

 

Farouq Tuweiq, CFO, added, “The strategic initiatives we put in place are translating into unprecedented new milestones for Bel as we continue with our transformation. Our focus remains on higher-margin revenue, operational efficiencies and investing in the future. Talent, technology and product development are the keys to our future success. Given our achievements to date and current backlog, we are confident about Bel’s near and long-term prospects.”

 

Non-GAAP financial measures, such as Non-GAAP net earnings, Non-GAAP EPS, EBITDA and Adjusted EBITDA, exclude a gain on sale of property, restructuring charges and acquisition-related costs. 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 for 8:30 a.m. ET on Thursday, July 28, 2022 to discuss these results. To participate in the conference call, investors should dial 877-407-0784, or 201-689-8560 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 13731321 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, high-speed data transmission, military, commercial aerospace, transportation, and e-Mobility industries. Bel's portfolio of products also finds application in the automotive, medical, broadcasting 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

 

Forward-Looking Statements

Non-historical information contained in this press release (including the statements regarding expressions about management’s confidence and management’s expectations and beliefs about our business, products, market conditions and financial position, performance and results; management’s expectations and beliefs about trends involving bookings, backlog and margin, demand and sales channels, and ongoing or future performance of particular business units or product lines; management’s plans, intentions, objectives and beliefs with respect to strategic initiatives, and matters of business strategy generally, and the desired effects and intended results thereof; management’s expectations, intentions and beliefs about our focus on higher-margin revenue, operational efficiencies and investing in the future and about our talent, technology and product development and their role in our future success; and management’s expectations and beliefs regarding our near and long-term prospects and financial condition and performance generally) 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, and risks for the Company’s business in the event of the loss of certain substantial 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; difficulties associated with the availability of labor, and the risks of any labor unrest or labor shortages; risks associated with our international operations, including our substantial manufacturing operations in China; risks associated with restructuring programs or other strategic initiatives, including any difficulties in implementation or realization of the expected benefits or cost savings; 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 Securities and Exchange Commission (“SEC”) reports, including in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in subsequent 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

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2022

   

2021

   

2022

   

2021

 
                                 

Net sales

  $ 170,572     $ 138,741     $ 307,290     $ 249,385  

Cost of sales

    125,120       104,537       227,879       190,241  

Gross profit

    45,452       34,204       79,411       59,144  

As a % of net sales

    26.6 %     24.7 %     25.8 %     23.7 %
                                 

Research and development costs

    4,661       5,464       9,505       10,384  

Selling, general and administrative expenses

    23,965       21,828       44,992       43,569  

As a % of net sales

    14.0 %     15.7 %     14.6 %     17.5 %

Restructuring charges

    31       277       31       277  

Gain on sale of property

    -       -       -       (6,175 )
                                 

Income from operations

    16,795       6,635       24,883       11,089  

As a % of net sales

    9.8 %     4.8 %     8.1 %     4.4 %
                                 

Interest expense

    (779 )     (721 )     (1,467 )     (1,523 )

Other income/expense, net

    (1,724 )     113       (2,496 )     660  

Earnings before income taxes

    14,292       6,027       20,920       10,226  
                                 

Benefit from income taxes

    (2,746 )     (1,853 )     (1,182 )     (854 )

Effective tax rate

    -19.2 %     -30.7 %     -5.7 %     -8.4 %

Net earnings

  $ 17,038     $ 7,880     $ 22,102     $ 11,080  

As a % of net sales

    10.0 %     5.7 %     7.2 %     4.4 %
                                 

Weighted average number of shares outstanding:

                               

Class A common shares - basic and diluted

    2,144       2,145       2,145       2,145  

Class B common shares - basic and diluted

    10,362       10,237       10,368       10,220  
                                 

Net earnings per common share:

                               

Class A common shares - basic and diluted

  $ 1.30     $ 0.61     $ 1.68     $ 0.85  

Class B common shares - basic and diluted

  $ 1.37     $ 0.64     $ 1.78     $ 0.91  

 

(1) The supplementary information included in this press release for 2022 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)

 

   

June 30, 2022

   

December 31, 2021

 

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 65,830     $ 61,756  

Accounts receivable, net

    98,777       87,135  

Inventories

    160,593       139,383  

Other current assets

    35,902       40,742  

Total current assets

    361,102       329,016  

Property, plant and equipment, net

    36,105       38,210  

Right-of-use assets

    24,234       21,252  

Goodwill and other intangible assets, net

    81,334       87,646  

Other assets

    39,585       35,722  

Total assets

  $ 542,360     $ 511,846  
                 

Liabilities and Stockholders' Equity

               

Current liabilities:

               

Accounts payable

  $ 70,020     $ 65,960  

Operating lease liability, current

    7,251       6,880  

Other current liabilities

    51,479       39,172  

Total current liabilities

    128,750       112,012  

Long-term debt

    112,500       112,500  

Operating lease liability, long-term

    17,065       14,668  

Other liabilities

    58,050       63,923  

Total liabilities

    316,365       303,103  

Stockholders' equity

    225,995       208,743  

Total liabilities and stockholders' equity

  $ 542,360     $ 511,846  

 

(1) The supplementary information included in this press release for 2022 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

   

Six Months Ended

 
   

June 30,

   

June 30,

 
   

2022

   

2021

   

2022

   

2021

 
                                 

GAAP Net earnings

  $ 17,038     $ 7,880     $ 22,102     $ 11,080  

Interest expense

    779       721       1,467       1,523  

Benefit from income taxes

    (2,746 )     (1,853 )     (1,182 )     (854 )

Depreciation and amortization

    4,015       4,267       8,316       8,478  

EBITDA

  $ 19,086     $ 11,015     $ 30,703     $ 20,227  

% of net sales

    11.2 %     7.9 %     10.0 %     8.1 %
                                 

Unusual or special items:

                               

Gain on sale of property

    -       -       -       (6,175 )

Restructuring charges

    31       277       31       277  

Acquisition-related costs

    -       317       -       483  
                                 

Adjusted EBITDA

  $ 19,117     $ 11,609     $ 30,734     $ 14,812  

% of net sales

    11.2 %     8.4 %     10.0 %     5.9 %

 

(1) The supplementary information included in this press release for 2022 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 of 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 on the condensed consolidated statements of operations.

 

   

Three Months Ended June 30, 2022

   

Three Months Ended June 30, 2021

 

Reconciling Items

 

Earnings before taxes

   

Benefit from 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

  $ 14,292     $ (2,746 )   $ 17,038     $ 1.30     $ 1.37     $ 6,027     $ (1,853 )   $ 7,880     $ 0.61     $ 0.64  

Items included in SG&A expenses:

                                                                               

Acquisition-related costs

    -       -       -       -       -       317       73       244       0.02       0.02  

Restructuring charges

    31       4       27       -       -       277       40       237       0.02       0.02  

Non-GAAP measures

  $ 14,323     $ (2,742 )   $ 17,065     $ 1.30     $ 1.38     $ 6,621     $ (1,740 )   $ 8,361     $ 0.64     $ 0.68  

 

   

Six Months Ended June 30, 2022

   

Six Months Ended June 30, 2021

 

Reconciling Items

 

Earnings before taxes

    Benefit from 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

  $ 20,920     $ (1,182 )   $ 22,102     $ 1.68     $ 1.78     $ 10,226     $ (854 )   $ 11,080     $ 0.85     $ 0.91  

Items included in SG&A expenses:

                                                                               

    Acquisition-related costs

    -       -       -       -       -       483       111       372       0.03       0.03  

Gain on sale of property

    -       -       -       -       -       (6,175 )     -       (6,175 )     (0.48 )     (0.50 )

Restructuring charges

    31       4       27       -       -       277       40       237       0.02       0.02  

Non-GAAP measures

  $ 20,951     $ (1,178 )   $ 22,129     $ 1.69     $ 1.79     $ 4,811     $ (703 )   $ 5,514     $ 0.42     $ 0.45  

 

(1) The supplementary information included in this press release for 2022 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