8-K

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 19, 2007 (November 14, 2007)

BELL INDUSTRIES, INC.

(Exact name of Registrant as specified in its Charter)

California	001-11471	95-2039211
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. 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 Operations and Financial Condition.

     On November 14, 2007, Bell Industries, Inc. (the “Company”) issued a press release describing selected financial results of the Company for the quarter ended September 30, 2007. A copy of the press release is attached hereto as Exhibit 99.1 and is being filed under Item 2.02, to 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.

     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 known and unknown risks, uncertainties and assumptions. These forward-looking statements relate to the Company’s current expectations and are subject to the limitations and qualifications set forth in the press release as well as in the Company’s other documents filed with the SEC, including, 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.

     (d) Exhibits.

     99.1 Press Release of Bell Industries, Inc. dated November 14, 2007.

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 19, 2007	By:	/s/ Kevin J. Thimjon
		Name:	Kevin J. Thimjon
		Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Bell Industries, Inc. dated November 14, 2007.

EX-99.1

Exhibit 99.1

CONTACT:
Bell Industries, Inc.	PondelWilkinson Inc.
Kevin Thimjon, Chief Financial Officer 317-704-6000	Roger S. Pondel/Angie H. Yang 310-279-5980

BELL INDUSTRIES REPORTS FINANCIAL RESULTS
FOR 2007 THIRD QUARTER, NINE MONTHS

     INDIANAPOLIS — November 14, 2007 — Bell Industries, Inc. (AMEX:BI) today reported a 60% increase in net revenues for the third quarter ended September 30, 2007 to $58.7 million from $36.7 million a year ago, principally reflecting approximately $22.2 million in contributions from its SkyTel unit acquired January 31, 2007.

     Bell recorded a net loss of $1.8 million, or $0.20 per share, for the three months ended September 30, 2007. This compares with a net loss from continuing operations of $1.7 million, or $0.20 per share, in the prior-year third quarter, which included an income tax benefit of $843,000. In the 2006 third quarter, Bell posted a loss on sale of discontinued operations of $710,000, representing income taxes allocated to the company’s J.W. Miller division which was sold during the 2006 second quarter. Including discontinued operations, the company incurred a net loss of $2.5 million, or $0.29 per share.

     SkyTel contributed approximately $22.2 million in revenues for the 2007 third quarter and incurred an operating loss of $495,000, including depreciation, amortization and accretion expense of $1.2 million.

     Net revenues for Bell’s Technology Solutions division were modestly higher at $24.6 million for the 2007 third quarter, compared with $24.4 million in the prior-year period. Product revenues for the three months ended September 30, 2007 rose to $17.8 million from $16.4 million a year earlier. Services revenues totaled $6.8 million in the current third quarter, compared with $8.0 million in the same 2006 period with the decline primarily reflecting the closure of Bell’s Springfield, Mo. call center following an unexpected notification from the facility’s sole customer, SunRocket, Inc., that it was ceasing operations. Bell’s Technology Solutions division posted an operating loss of $140,000 for the 2007 third quarter versus an operating loss of $1.6 million a year ago, which included approximately $1.5 million in losses from start-up and related costs associated with the SunRocket engagement.

     As previously announced, Bell assigned the Springfield call center lease to an unrelated company effective August 1, 2007 and received $900,000 in proceeds from the sale of certain assets at the facility.

     Bell’s Recreational Products Group posted net revenues of $11.8 million for the 2007 third quarter, compared with $12.3 million a year ago. Operating income increased to $575,000 from $479,000 in the 2006 third quarter, benefiting from improved gross margins and a decrease in selling, general and administrative expenses.

(more)

Bell Industries, Inc.
2-2-2
 

     For year-to-date period, net revenues rose 73% to $160.8 million from $92.8 million in the prior-year comparable period. Bell sustained a net loss of $8.1 million, equal to $0.94 per share, for the nine months of the current fiscal year, compared with a loss from continuing operations of $3.5 million, equal to $0.41 per share, for the comparable 2006 period or net income of $1.4 million, or $0.16 per diluted share, including income and a gain on sale from discontinued operations.

     Subsequent to the close of the 2007 third quarter, Bell completed the sale of certain assets to Sprint Nextel Corp. for $13.5 million, receiving $12.5 million in cash, with the remaining balance due in 18 months, subject to certain conditions. The assets represented stock ownership interests in entities that hold Federal Communications Commission (FCC) licenses to operate wireless communications in certain bandwidths. Originally acquired as part of Bell’s purchase of SkyTel Corp earlier this year, the company said the assets were not integral to the division’s current business operations and have no impact on the services provided to SkyTel customers.

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 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, traditional text and numeric paging and automated vehicle location. Recreational Products Group is a wholesale distributor of aftermarket parts and accessories for the recreational vehicles and other leisure-related vehicle markets, including marine, snowmobile, cycle and ATV.

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(Tables Follow)

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

	Three months ended						Nine months ended
	September 30,						September 30,
	2007			2006			2007			2006
Net revenues
Products	$	29,601		$	28,654		$	72,665		$	70,049
Services		29,055			8,025			88,138			22,754
		58,656			36,679			160,803			92,803
Costs and expenses
Cost of products sold		24,996			23,867			60,585			57,023
Cost of services provided		19,831			6,695			59,237			18,572
Selling and administrative		14,948			8,826			49,378			22,841
Interest expense (income), net		672			(166	)		1,665			(375	)
Gain on sale of assets		(39	)		—			(2,012	)		—
		60,408			39,222			168,853			98,061
Loss from continuing operations before income tax		(1,752	)		(2,543	)		(8,050	)		(5,258	)
Income tax expense (benefit)		8			(843	)		40			(1,720	)
Income (loss) from continuing operations		(1,760	)		(1,700	)		(8,090	)		(3,538	)
Income (loss) from discontinued operations, net of tax					(85	)					492
Gain (loss) on sale of discontinued operations, net of tax					(710	)					4,443
Net income (loss)	$	(1,760	)	$	(2,495	)	$	(8,090	)	$	1,397
Basic and diluted share data
Loss from continuing operations
Basic	$	(.20	)	$	(.20	)	$	(.94	)	$	(.41	)
Diluted	$	(.20	)	$	(.20	)	$	(.94	)	$	(.41	)
Net income (loss)
Basic	$	(.20	)	$	(.29	)	$	(.94	)	$	.16
Diluted	$	(.20	)	$	(.29	)	$	(.94	)	$	.16
Weighted average common stock
Basic		8,650			8,568			8,627			8,565
Diluted		8,650			8,568			8,627			8,603
OPERATING RESULTS BY BUSINESS SEGMENT
Net revenues
Technology Solutions
Products	$	17,759		$	16,403		$	36,185		$	32,642
Services		6,827			8,025			25,816			22,754
		24,586			24,428			62,001			55,396
SkyTel		22,228						62,322
Recreational Products		11,842			12,251			36,479			37,407
	$	58,656		$	36,679		$	160,802		$	92,803
Operating income (loss)
Technology Solutions	$	(140	)	$	(1,580	)	$	(3,983	)	$	(2,798	)
SkyTel		(495	)					218
Recreational Products		575			479			790			1,695
Corporate costs		(1,059	)		(1,608	)		(5,422	)		(4,530	)
		(1,119	)		(2,709	)		(8,397	)		(5,633	)
Gain on sale of assets		(39	)					(2,012	)
Interest expense (income), net		672			(166	)		1,665			(375	)
Income tax benefit (expense)		8			(843	)		40			(1,720	)
Loss from continuing operations	$	(1,760	)	$	(1,700	)	$	(8,090	)	$	(3,538	)

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

	September 30,		December 31,
	2007		2006
ASSETS
Current assets:
Cash and cash equivalents	$	254	$	3,637
Accounts receivable		26,954		16,835
Inventories		9,661		9,548
Assets held for sale		12,526
Prepaid expenses and other		6,253		2,761
Total current assets		55,648		32,781
Fixed assets, net		19,373		3,553
Intangible assets		3,097
Acquisition deposit				3,450
Acquisition related costs				1,689
Other assets		2,565		1,641
	$	80,683	$	43,114
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Floor plan payables	$	2,609	$	213
Revolving credit facility		11,428
Accounts payable		19,515		12,419
Deferred revenue		6,555
Accrued payroll and liabilities		11,845		8,606
Total current liabilities		51,952		21,238
Convertible note		8,760
Long-term liabilities		8,218		3,622
Shareholders’ equity		11,753		18,254
	$	80,683	$	43,114