8-K

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): November 12, 2010

BELL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

California	001-11471	95-2039211
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8888 Keystone Crossing, Suite #1700, Indianapolis, IN	46240
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (317) 704-6000

Not Applicable

(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 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operation and Financial Condition

On November 12, 2010, the Company issued a press release describing selected financial results of the Company for the quarter ended September 30, 2010. A copy of the press release is attached hereto as Exhibit 99.1 and is being furnished under Item 2.02 of this Report.

The information hereunder shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any registration statement or other document pursuant to Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 — Press Release dated November 12, 2010

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SIGNATURES

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.

	BELL INDUSTRIES, INC.
Date: November 12, 2010	By:	/s/ Clinton J. Coleman
		Name:	Clinton J. Coleman
		Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number		Description
	99.1	Press Release dated November 12, 2010

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EX-99.1

Exhibit 99.1

CONTACT:

Bell Industries, Inc.
Clinton Coleman, Chief Executive Officer
317-704-6000

BELL INDUSTRIES REPORTS 2010 THIRD QUARTER RESULTS

INDIANAPOLIS — November 12, 2010 — Bell Industries, Inc. (Pink Sheets: BLLI) today reported financial results for its third quarter ended September 30, 2010.

Revenues from continuing operations for the 2010 third quarter were $40.2 million, up 15.4% from $34.9 million a year ago, with a $0.6 million increase in revenues related to the company’s Recreation Products Group segment and a $4.7 million increase in revenues related to the company’s Bell Techlogix business. The company had net income of $1.8 million, or $4.07 per share, for the 2010 third quarter, an improvement over the prior-year third quarter net income of $0.7 million, or $1.68 per share.

The company’s Recreational Products Group reported revenues of $10.8 million for the 2010 third quarter, compared with $10.2 million in the 2009 third quarter. The 5.9% increase in revenues was attributed primarily to increased in-season sales of marine and RV product lines. As a result of this increase in revenue, RPG’s operating income for the third quarter of 2010 increased by $0.1 million to $0.7 million from the operating income of $0.6 million for the third quarter of 2009.

The Bell Techlogix business reported revenues of $29.4 million for the 2010 third quarter, compared with $24.7 million in the 2009 third quarter. This 19.1% increase was attributed primarily to growth in product sales and revenue from new and existing managed service engagements. As a result of this increase in revenue, Bell Techlogix’s operating income for the 2010 third quarter increased by $0.9 million to $2.2 million from the operating income of $1.3 million for the third quarter of 2009.

Bell’s corporate holding company costs for the 2010 third quarter totaled $0.8 million, a 9% decrease from the prior year period. The decrease in costs was primarily related to reductions in headcount and the related costs. The corporate holding company costs have declined as the company continues to transfer the administrative functions previously performed by the holding company to the business units, which generally operate independently of each other.

“Our strong financial results in the third quarter reflect the continued progress we are achieving in executing our growth strategies” said Clinton J. Coleman, Chief Executive Officer of Bell Industries. “In recent months Bell Techlogix renewed several multi-year engagements with large customers while also adding new managed service customers. Our team at Bell Techlogix is focused on continued expansion by building on our recent successes in developing new customer relationships in both the enterprise and education markets. In addition, the Recreational Products Group business continued to experience growth over the prior year as a result of improved trends in the RV and marine segments.”

About Bell Industries, Inc.

Bell Industries is a holding company for two operating businesses, Bell Techlogix and the Recreational Products Group. Bell Techlogix is a provider of integrated technology product and service solutions for organizations throughout the United States. The Recreational Products Group is a wholesale distributor of replacement parts and accessories for recreational vehicles and other leisure-related vehicles, including boats, snowmobiles, motorcycles, all terrain vehicles and utility vehicles.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements, including, but not limited to closely managing costs and making investments in our business to drive profitable growth, are based upon current expectations and speak only as of the date hereof. Actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including uncertainties as to the nature of the company’s industry, including changing customer demand, the impact of competitive products and pricing, dependence on existing management and general economic conditions. Bell Industries’ Annual Report on Form 10-K, recent and forthcoming Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings discuss some of the important risk factors that may affect the company’s business, results of operations and financial condition. The company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

# # #

(Tables Follow)

Bell Industries, Inc.
Consolidated Condensed Operating Results
(In thousands, except per share data)

	Three months ended						Nine months ended
	September 30,						September 30,
	2010			2009			2010			2009
Net revenues:
Products	$	32,199		$	27,731		$	69,337		$	61,422
Services		8,042			7,153			20,814			19,313
Total net revenues		40,241			34,884			90,151			80,735
Costs and expenses:
Cost of products sold		26,897			23,009			56,782			50,183
Cost of services provided		5,249			5,231			14,744			14,049
Selling, general and administratives		5,985			5,610			16,825			16,635
Gain on sale of assets		(9	)		—			(25	)		—
Operating income (loss)		2,119			1,034			1,825			(132	)
Interest expense, net		309			306			862			804
Income (loss) from continuing operations before income taxes		1,810			728			963			(936	)
Income tax provision (benefit)		47			(4	)		47			(11	)
Net income (loss)		1,763			732			916			(925	)
Share and per share data
Basic:
Net income (loss)	$	4.07		$	1.68		$	2.12		$	(2.13	)
Weighted average common shares outstanding		433			433			433			433
Diluted:
Net income (loss)	$	0.51		$	0.21		$	0.27		$	(2.12	)
Weighted average common shares outstanding		3,455			3,337			3,396			433
OPERATING RESULTS BY BUSINESS SEGMENT
Net revenues:
Bell Techlogix
Products	$	21,354		$	17,532		$	37,403		$	32,868
Services		8,042			7,153			20,814			19,313
Total Bell Techlogix		29,396			24,685			58,217			52,181
Recreational Products Group		10,845			10,199			31,934			28,554
Total net revenues	$	40,241		$	34,884		$	90,151		$	80,735
Operating income (loss):
Bell Techlogix	$	2,214		$	1,284		$	2,274		$	1,133
Recreational Products Group		683			615			1,947			1,445
Corporate costs		(787	)		(865	)		(2,421	)		(2,710	)
Gain on sale of assets		9			—			25			—
Total operating income (loss)		2,119			1,034			1,825			(132	)
Interest expense, net		309			306			862			804
Income (loss) from continuing operations before income taxes	$	1,810		$	728		$	963		$	(936	)

Bell Industries, Inc.
Consolidated Condensed Balance Sheet
(In thousands)

	September 30,			December 31,
	2010			2009
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	792		$	2,608
Accounts receivable, net		18,143			9,210
Inventories, net		7,185			8,012
Notes receivable		—			300
Prepaid expenses and other current assets		1,528			846
Total current assets		27,648			20,976
Fixed assets, net		700			802
Other assets		758			775
Acquisition deposits
Total assets	$	29,106		$	22,553
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Revolving credit facility	$	5,466		$	—
Accounts payable		6,117			5,382
Accrued payroll		1,901			1,882
Other accrued liabilities		1,723			2,440
Total current liabilities		15,207			9,704
Convertible note		11,721			11,345
Other long-term liabilities		3,323			3,592
Total liabilities		30,251			24,641
Shareholders’ deficit		(1,145	)		(2,088	)
Total liabilities and shareholders’ deficit	$	29,106		$	22,553