-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QK1SnzPCLyZ1ZRk1zYmIVkzDiQzk/Mk7EMuyTS/Mgeix9Ku4zUuTQkPS1zZ8s45T JqzfV1jcZC/RchpkxCYIJA== 0001299933-07-003049.txt : 20070515 0001299933-07-003049.hdr.sgml : 20070515 20070515164852 ACCESSION NUMBER: 0001299933-07-003049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070515 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070515 DATE AS OF CHANGE: 20070515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BELL INDUSTRIES INC /NEW/ CENTRAL INDEX KEY: 0000945489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 952039211 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11471 FILM NUMBER: 07854185 BUSINESS ADDRESS: STREET 1: 1960 E GRAND AVENUE SUITE 560 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3105632355 MAIL ADDRESS: STREET 1: 1960 E GRAND AVENUE SUITE 560 CITY: EL SEGUDON STATE: CA ZIP: 90245 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA BELL INDUSTRIES INC DATE OF NAME CHANGE: 19950519 8-K 1 htm_20337.htm LIVE FILING Bell Industries, Inc. (Form: 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):   May 15, 2007

Bell Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
California 001-11471 95-2039211
_____________________
(State or other jurisdiction
_____________
(Commission
______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
8888 Keystone Crossing , Suite 1700, Indianapolis, Indiana   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:

[  ]  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))


Item 2.02 Results of Operations and Financial Condition.

On May 15, 2007, Bell Industries, Inc. (the "Company") issued a press release describing selected financial results of the Company for the quarter ended March 31, 2007. Pursuant to SEC Release No. 33-8216, this press release is attached hereto as Exhibit 99.1 and is being filed under Item 2.02 to this Report on Form 8-K.

The information in this Current Report on Form 8-K is being provided under Item 2.02 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

As discussed therein, the press release contains forward-looking statements within the meaning of the Securities Act and the Exchange Act and, as such, may involve kn own and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company's other documents filed with the SEC, without limitation, that actual events and/or results may differ materially from those projected in such forward-looking statements.





Item 9.01 Financial Statements and Exhibits.

May 15, 2007 Press Release by Bell Industries, Inc.






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.
          
May 15, 2007   By:   /s/ John A. Fellows
       
        Name: John A. Fellows
        Title: President and Chief Executive Officer


Exhibit Index


     
Exhibit No.   Description

 
99.1
  May 15, 2007 Press Release by Bell Industries, Inc.
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

CONTACT:

Bell Industries, Inc.
Kevin Thimjon
317-704-6000

PondelWilkinson Inc.
Roger Pondel/Angie Yang
310-279-5980

BELL INDUSTRIES REPORTS 2007 FIRST QUARTER RESULTS

Indianapolis, IN – May 15, 2007 – Bell Industries, Inc. (AMEX:BI) today reported revenues from continuing operations of $46.2 million for its three months ended March 31, 2007, representing an 85.1 percent increase over $25.0 million in the corresponding period a year ago.

“Our performance in the first quarter is indicative of the investments we have made to enhance the overall value of Bell Industries,” said John A. Fellows, chief executive officer. “We believe these investments will lead to improved profitability in the near term. In addition, we continue to make progress positioning each of our divisions to be leaders in their respective markets.”

On January 31, 2007, the company completed the acquisition of substantially all of the assets of SkyTel Corp., an indirect subsidiary of Verizon Communications Inc. For the two months of the 2007 first quarter since the acquisition, SkyTel posted net revenues of $16.7 million and operating income of $703,000, including depreciation, amortization, and accretion expense totaling $966,000.

“Beginning in the 2007 second quarter, we expect SkyTel, with a full three month’s contribution to revenues, will become our largest operating unit,” Fellows said. “During the quarter, a number of significant cost reduction initiatives were successfully completed within SkyTel to enhance overall profitability. The recently announced leadership team began to capitalize on several emerging wireless technologies. In particular, the near term prospects of our SkyGuard and FleetHawk product offerings are exciting as they relate to the rapidly growing vehicle reassurance and mobile resource management markets.”

Net revenues at Bell’s Technology Solutions division increased 31.9 percent to $18.9 million in the 2007 first quarter from $14.3 million in the prior-year period. Services revenues increased 29.5 percent to $10.2 million in the 2007 first quarter from $7.9 million a year earlier, benefiting from a large-scale customer relationship management (CRM) engagement commenced in 2006. Product revenues rose 34.9 percent to $8.7 million from $6.4 million in the year-ago first quarter. While the new CRM engagement and several sizable component sales transactions contributed to the strong increase in product revenues, they adversely impacted the company’s profitability in the current first quarter. The division posted an operating loss of $1.1 million in the 2007 first quarter, compared with an operating loss of $818,000 in the year-ago first quarter, principally reflecting operating losses from a slower-than-anticipated ramp up of a new customer relationship management engagement, reduced product gross profit and increased product and services selling and administrative costs.

“The CRM industry is continuing to grow rapidly, as evidenced by solid levels of potential new business currently in our pipeline,” Fellows said. “We continue to focus a majority of our business development efforts in this sector, and remain confident that our leadership will deliver improved results to our bottom line in the coming quarters. We are also pleased to have been awarded during the quarter a two-year extension of a repair depot servicing engagement valued at approximately $8 million annually.”

At Bell’s Recreational Products Group (RPG), net revenues totaled $10.7 million for both the 2007 and 2006 first quarters. “I’m very pleased that we were able to maintain our revenue base while overall trends for the marine and RV industries were in decline,” Fellows added. “We continue to successfully execute a number of key operational initiatives that should lead to revenue gains going forward.” Warm winter conditions in key markets contributed to a shift in product mix that included a higher volume of lower-margin sales during the current quarter. In addition, the division posted higher selling, general and administrative expenses associated with the addition of business development resources, increased freight costs and a move to a new distribution facility. RPG incurred an operating loss of $378,000 in the current first quarter, compared with an operating income of $260,000 in the year-ago first quarter.

Bell Industries posted a net loss in the 2007 first quarter of $1.5 million, or $0.18 per share. In the prior-year first quarter, the company incurred a net loss of $1.3 million, or $0.16 per share, which included income from discontinued operations, net of tax, of $355,000, equal to $0.04 per share. In May 2006, Bell sold substantially all of the assets of J.W. Miller, its smallest business unit to Bourns, Inc.

Fellows concluded, “We are excited about the near term prospects for both revenue growth and improved profitability. We remain committed to creating additional growth vehicles for the company, and we look forward to keeping our shareholders apprised of our continued progress during this exciting phase of expansion.”

About Bell Industries, Inc.

Bell Industries is comprised of three diversified operating units, Bell’s Technology Solutions business, SkyTel and its Recreational Products Group. The company’s Technology Solutions business offers a comprehensive portfolio of customizable and scalable technology solutions ranging from customer relationship management (CRM) and managed technology services to reverse logistics and mobile/wireless solutions. SkyTel provides nationwide wireless data and messaging services, including email, interactive two-way messaging, wireless telemetry services and traditional text and numeric paging. Recreational Products Group is a wholesale distributor of aftermarket parts and accessories for the recreational vehicles and other leisure-related vehicle market, including marine, snowmobile, cycle and ATV.

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 the company’s ability to successfully integrate its acquisition of SkyTel and the successful servicing of its new large-scale CRM engagement, 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 business, results of operations and financial condition. The company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

# # #

1

(TABLES FOLLOW)
Bell Industries, Inc.
Consolidated Operating Results

(In thousands, except per share data)
(Unaudited)

                 
Three months ended March 31   2007   2006
Net revenues
               
Products
  $ 19,355     $ 17,093  
Services
    26,841       7,870  
 
               
Total net revenues
    46,196       24,963  
 
               
Costs and expenses
               
Cost of products sold
    16,327       13,690  
Cost of services provided
    17,839       6,657  
Selling, general and administrative expenses
    15,119       6,534  
Interest expense (income), net
    371       (75 )
Gain on sale of assets
    (1,976 )        
 
               
Total costs and expenses
    47,680       26,806  
 
               
Loss from continuing operations before income taxes
    (1,484 )     (1,843 )
Income tax expense (benefit)
    23       (168 )
 
               
Loss from continuing operations
    (1,507 )     (1,675 )
 
               
Income from discontinued operations, net of tax
          355  
 
               
Net loss
  $ (1,507 )   $ (1,320 )
 
               
Basic and diluted share and per share data
               
Loss from continuing operations
  $ (.18 )   $ (.20 )
 
               
Net loss
  $ (.18 )   $ (.16 )
 
               
Weighted average common stock
    8,600       8,563  
 
               
OPERATING RESULTS BY BUSINESS SEGMENT
               
Net revenues
               
Technology Solutions
               
Products
  $ 8,683     $ 6,436  
Services
    10,190       7,870  
 
               
 
    18,873       14,306  
SkyTel
    16,651          
Recreational Products
    10,672       10,657  
 
               
Total net revenues
  $ 46,196     $ 24,963  
 
               
Operating income (loss)
               
Technology Solutions
  $ (1,050 )   $ (818 )
SkyTel
    703          
Recreational Products
    (378 )     260  
Corporate costs
    (2,364 )     (1,360 )
 
               
Total operating loss
    (3,089 )     (1,918 )
Gain on sale of assets
    (1,976 )      
Interest expense (income), net
    371       (75 )
Income tax expense (benefit)
    23       (168 )
 
               
Loss from continuing operations
  $ (1,507 )   $ (1,675 )
 
               

2

Bell Industries, Inc.
Consolidated Condensed Balance Sheet

(In thousands)

                 
    March 31,   December 31,
    2007   2006
ASSETS
  (Unaudited)        
Current assets:
               
Cash and cash equivalents
  $ 1,150     $ 3,637  
Accounts receivable
    33,323       16,835  
Inventories
    10,330       9,548  
Prepaid expenses and other
    6,486       2,761  
 
               
Total current assets
    51,289       32,781  
 
               
Fixed assets, net
    26,878       3,553  
Intangible assets, net
    5,469        
Other assets
    2,165       1,641  
Acquisition deposit
          3,450  
Acquisition related costs
          1,689  
 
               
Total assets
  $ 85,801     $ 43,114  
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Floor plan payables
  $ 359     $ 213  
Accounts payable
    17,571       12,419  
Payable to seller
    7,385        
Deferred revenue
    7,319        
Accrued payroll
    4,358       1,922  
Accrued other liabilities
    10,685       6,684  
 
               
Total current liabilities
    47,677       21,238  
 
               
Revolving credit facility
    3,994        
Convertible note
    8,348        
Other long-term liabilities
    7,644       3,622  
 
               
Total liabilities
    67,663       24,860  
 
               
Shareholders’ equity
    18,138       18,254  
 
               
Total liabilities and shareholders’ equity
  $ 85,801     $ 43,114  
 
               

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