SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended June 30, ~~2012~~2013
or
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ____________

Commission File No. 0-11676

_____________________

206 Van Vorst Street

Jersey City, NJ 07302

(Address of principal executive offices and zip code)

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.	Yes [X]	No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).	Yes [X]	No [ ]

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [X]	Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).				Yes [ ]	No [X]

PART I. Financial Information

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted from the following condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. The following condensed consolidated financial statements should be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011.~~2012.

The results of operations for the three and six months ended June 30, ~~2012~~2013 are not necessarily indicative of the results for the entire fiscal year or for any other period.

BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share and per share data)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012

Net Sales	$	93,981		$	73,222		$	157,009		$	138,783

Costs and expenses:
Cost of sales		78,041			61,081			131,959			116,218
Selling, general and administrative		12,129			9,563			22,522			18,421
Restructuring charges		1,263			245			1,387			382
		91,433			70,889			155,868			135,021

Income from operations		2,548			2,333			1,141			3,762

Impairment of investment		-			(478	)		-			(478	)
Interest expense		(3	)		-			(6	)		-
Interest income and other, net		69			77			109			153

Earnings before provision (benefit) for income taxes		2,614			1,932			1,244			3,437
Provision (benefit) for income taxes		187			491			(640	)		1,124

Net earnings	$	2,427		$	1,441		$	1,884		$	2,313


Earnings per share:
Class A common share - basic and diluted	$	0.20		$	0.11		$	0.15		$	0.18
Class B common share - basic and diluted	$	0.22		$	0.12		$	0.17		$	0.20

Weighted-average shares outstanding:
Class A common share - basic and diluted		2,174,912			2,174,912			2,174,912			2,174,912
Class B common share - basic and diluted		9,213,178			9,677,141			9,217,119			9,654,473

Dividends paid per share:
Class A common share	$	0.06		$	0.06		$	0.12		$	0.12
Class B common share	$	0.07		$	0.07		$	0.14		$	0.14


See notes to unaudited condensed consolidated financial statements.

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(dollars in thousands, except share and per share data)
(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2012 2011 2012 2011

Net Sales $ 73,222 $ 79,173 $ 138,783 $ 150,576

Costs and expenses:
Cost of sales 61,051 65,368 116,183 122,500
Selling, general and administrative 9,496 10,421 18,285 20,478
Restructuring charge 245 - 382 -
Litigation charges 26 3,224 26 3,224
Loss on disposal of property, plant and equipment 41 - 110 -
70,859 79,013 134,986 146,202

Income from operations 2,363 160 3,797 4,374

Impairment of investment (478 ) - (478 ) -
Gain on sale of investment - 119 - 119
Interest income and other, net 77 93 153 161

Earnings before provision for income taxes 1,962 372 3,472 4,654
Provision for income taxes 499 946 1,133 1,984

Net earnings (loss) $ 1,463 $ (574 ) $ 2,339 $ 2,670

Earnings (loss) per share:
Class A common share - basic and diluted $ 0.11 $ (0.05 ) $ 0.18 $ 0.21
Class B common share - basic and diluted $ 0.13 $ (0.05 ) $ 0.20 $ 0.23

Weighted-average shares outstanding:
Class A common share - basic and diluted 2,174,912 2,174,912 2,174,912 2,174,912
Class B common share - basic and diluted 9,677,141 9,582,610 9,654,473 9,554,354

Dividends paid per share:
Class A common share $ 0.06 $ 0.06 $ 0.12 $ 0.12
Class B common share $ 0.07 $ 0.07 $ 0.14 $ 0.14

See notes to unaudited condensed consolidated financial statements.

BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(dollars in thousands)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012

Net earnings	$	2,427		$	1,441		$	1,884		$	2,313

Other comprehensive income (loss):
Currency translation adjustment, net of taxes of $5, $0,
($216) and $0, respectively		231			(749	)		(1,182	)		(334	)
Reclassification adjustment for write-down of marketable
securities included in net earnings, net of tax of $181		-			296			-			296
Unrealized holding losses on marketable securities arising during
the period, net of taxes of ($63), ($72), ($11) and ($59), respectively		(103	)		(117	)		(18	)		(91	)
Change in unfunded SERP liability, net of taxes of $24, $18,
($4) and $35, respectively		53			40			(8	)		80
Other comprehensive income (loss)		181			(530	)		(1,208	)		(49	)

Comprehensive income	$	2,608		$	911		$	676		$	2,264


See notes to unaudited condensed consolidated financial statements.

BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in thousands)
(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
2012 2011 2012 2011

Net earnings (loss) $ 1,463 $ (574 ) $ 2,339 $ 2,670

Other comprehensive (loss) income:
Currency translation adjustment (749 ) 340 (334 ) 938
Reclassification adjustment for write-down of marketable securities
   included in net earnings, net of tax of $181 296 - 296 -
Reclassification adjustment for gain on sale of marketable securities
   included in net earnings (loss), net of tax of ($45) - (74 ) - (74 )
Unrealized holding gains on marketable securities arising during the
   period, net of taxes of ($72), ($210), ($59) and ($71), respectively (117 ) (345 ) (91 ) (119 )
Change in unfunded SERP liability, net of taxes of $18 and $35, respectively 40 - 80 -
Other comprehensive (loss) income (530 ) (79 ) (49 ) 745

Comprehensive income (loss) $ 933 $ (653 ) $ 2,290 $ 3,415

See notes to unaudited condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The condensed consolidated balance sheet as of June 30, ~~2012,~~2013, and the condensed consolidated statements of operations, comprehensive income ~~(loss)~~ and cash flows for the periods presented herein have been prepared by Bel Fuse Inc. (the “Company” or “Bel”) and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made. The results for the three and six months ended June 30, ~~2012~~2013 should not be viewed as indicative of the Company’s annual results or the Company’s results for any other period. The information for the condensed consolidated balance sheet as of December 31, ~~2011~~2012 was derived from audited financial statements. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Bel Fuse Annual Report on Form 10-K for the year ended December 31, ~~2011.~~2012.

On March 9, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of GigaCom Interconnect AB (“GigaCom”). On July 31, 2012, the Company consummated its acquisition of 100% of the issued and outstanding capital stock of Fibreco Ltd. (“Fibreco”). On September 12, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Powerbox Italia S.r.L. and its subsidiary, Powerbox Design (collectively, “Powerbox”, now merged to form Bel Power Europe S.r.l.). The acquisitions of GigaCom, Fibreco and Powerbox may hereafter be referred to collectively as either the “2012 Acquisitions” or the “2012 Acquired Companies”. On March 29, 2013, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Transpower Technologies (HK) Limited and certain other tangible and intangible assets related to the Transpower magnetics business of TE Connectivity. Accordingly, as of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminary fair values and the Company’s condensed consolidated results of operations for the three and six months ended June 30, 2013 and June 30, 2012 include the operating results of the acquired companies from their respective acquisition dates through the respective period end dates. The accompanying condensed consolidated financial statements as of December 31, 2012 and for the three and six months ended June 30, 2012 have been restated to reflect immaterial measurement period adjustments related to the GigaCom and Fibreco acquisitions, as applicable.

Recent Accounting Pronouncements

The Company’s significant accounting policies are summarized in Note 1 of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011.~~2012. There were no significant changes to these accounting policies during the six months ended June 30, ~~2012, except as noted below.~~2013. Recent accounting pronouncements adopted during the first ~~half~~six months of ~~2012~~2013 are as follows:

Accounting Standards Update (“ASU”) No. ~~2011-04~~2012-02 – ~~Fair Value Measurement~~Intangibles – Goodwill and Other (Topic ~~820)~~350): ~~Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS~~Testing Indefinite-Lived Intangible Assets for Impairment (“ASU No. ~~2011-04”~~2012-02”)

ASU No. 2011-04 clarified some existing concepts, eliminated wording differences between accounting principles generally accepted in the United States of America (“GAAP”) and International Financial Reporting Standards (“IFRS”), and in some limited cases, changed some principles to achieve convergence between U.S. GAAP and IFRS.2012-02 amends ASU No. ~~2011-04 resulted~~2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, and permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in ~~a consistent definition of fair value~~accordance with Subtopic 350-30, Intangibles - Goodwill and ~~common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS.~~Other - General Intangibles Other than Goodwill. The Company adopted ASU No. ~~2011-04 also expanded~~2012-02 during the ~~disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. The Company implemented the provisions~~first quarter of ~~ASU No. 2011-04 effective January 1, 2012.~~2013. The adoption of ~~the provisions of ASU No. 2011-04~~this update did not have a material effect on the Company’s condensed consolidated financial ~~position, results of operations or cash flows, nor did it materially modify or expand the Company’s financial statement footnote disclosures.~~statements.

Accounting Standards Update No. ~~2011-05~~2013-02 – ~~Comprehensive Income (Topic 220): Presentation~~Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU No. ~~2011-05”~~2013-02”)

ASU No. ~~2011-05 amended existing guidance by allowing only two options for presenting the components~~2013-02 requires disclosure of ~~net income and other comprehensive income: (1) in a single continuous statement~~amounts reclassified out of comprehensive income or (2) in two separate but consecutive financial statements, consisting of an income statement followed by a separate statement of other comprehensive income. ASU No. 2011-05 eliminated the option to present the components ofaccumulated other comprehensive income ~~as part~~by component. In addition, an entity is required to present either on the face of the ~~statement~~consolidated statements of ~~changes~~operations, or in ~~stockholders’ equity. The amendments in ASU No. 2011-05 did not change~~ the ~~items that must be reported in~~notes, significant amounts reclassified out of accumulated other comprehensive income ~~or when an item~~by the respective line items of ~~other comprehensive income must~~net earnings, but only if the amount reclassified is required to be reclassified to net ~~income.~~earnings in its entirety in the same reporting period. For amounts not reclassified in their entirety to net earnings, an entity is required to cross-reference to other disclosures that provide additional detail about those amounts. The Company adopted ASU No. ~~2011-05 required retrospective application, and was effective for the Company on January 1, 2012. The Company implemented the provisions of ASU No. 2011-05~~2013-02 during the first quarter of ~~2012 by presenting herein~~2013. The adoption of this update did not have a material effect on the ~~components of net income and other comprehensive income in two separate but consecutive~~Company’s condensed consolidated financial statements.

Accounting Standards Update No. ~~2011-08~~2013-11 – ~~Testing Goodwill for Impairment~~Income Taxes (Topic ~~350)~~740): ~~Intangibles—Goodwill and Other~~Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU No. ~~2011-08”~~2013-11”)

ASU No. ~~2011-08 updated existing~~2013-11 provides guidance ~~regarding testing~~on financial statement presentation of ~~goodwill for impairment.~~an unrecognized tax benefit when a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward exists. The FASB’s objective in issuing this ASU ~~No. 2011-08 gives~~is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP. This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the option to perform a qualitative assessment to first assess whether the fair value of a reporting unit is less than its carrying amount. If an entity determines it is not more likely than not that the fair valuesame tax jurisdiction as of the reporting ~~unit is less than its carrying amount, then performing the two-step impairment test is unnecessary.~~date. The guidance in ASU No. ~~2011-08 became~~2013-11 is effective ~~during~~for interim and annual periods beginning after December 15, 2013. The Company does not expect the ~~Company’s first quarter of 2012. The~~ adoption of this ~~standard did not~~ASU to have ~~any~~a material impact on the Company’s results of operations, financial condition or ~~financial condition.~~

2.	EARNINGS ~~(LOSS)~~ PER SHARE

The Company utilizes the two-class method to report its earnings ~~(loss)~~ per share. The two-class method is an earnings ~~(loss)~~ allocation formula that determines earnings ~~(loss)~~ per share for each class of common stock according to dividends declared and participation rights in undistributed ~~earnings (loss).~~earnings. The Company’s Certificate of Incorporation, as amended, states that Class B common shares are entitled to dividends at least 5% greater than dividends paid onto Class A common shares, resulting in the two-class method of computing earnings ~~(loss)~~ per share. In computing earnings ~~(loss)~~ per share, the Company has allocated dividends declared to Class A and Class B based on amounts actually declared for each class of stock and 5% more of the undistributed earnings ~~(loss) has~~have been allocated to Class B shares than to the Class A shares on a per share basis. Basic earnings ~~(loss)~~ per common share isare computed by dividing net earnings ~~(loss)~~ by the weighted-average number of common shares outstanding during the period. Diluted earnings ~~(loss)~~ per common share, for each class of common stock, isare computed by dividing net earnings ~~(loss)~~ by the weighted-average number of common shares and potential common shares outstanding during the period. There were no potential common shares outstanding during the three or six months ended June 30, ~~2012~~2013 or ~~2011~~2012 which would have had a dilutive effect on earnings ~~(loss)~~ per share.

The earnings ~~(loss)~~ and weighted-average shares outstanding used in the computation of basic and diluted earnings ~~(loss)~~ per share are as follows (dollars in thousands, except share and per share data):

On March 9, 2012 (the “Acquisition Date”), the Company completed its acquisition of 100% of the issued and outstanding capital stock of GigaCom Interconnect AB (“GigaCom Interconnect”) with a cash payment of £1.7 million (approximately $2.7 million). GigaCom Interconnect, located in Gothenburg, Sweden, is a supplier of expanded beam fiber optic technology and a participant in the development of next-generation commercial aircraft components. GigaCom Interconnect has become part of Bel’s Cinch Connector business. Management believes that GigaCom’s offering of expanded beam fiber optic products will enhance the Company’s position within the growing aerospace and military markets.

GigaCom Interconnect’s results of operations have been included in the Company’s condensed consolidated financial statements for the period subsequent to the Acquisition Date, and were not material.

On March 29, 2013, the Company acquired 100% of the outstanding shares of Transpower Technology (HK) Limited (“Transpower”), certain intellectual property and other tangible assets related to the Transpower magnetics business of TE Connectivity (“TE”) from Tyco Electronics Corporation (“Tyco”) for $22.4 million in cash and additional consideration including the assumption of $0.1 million in liabilities and the grant of a license to TE related to three of the Company’s patents. During the second quarter of 2013, the Company paid an additional $6.8 million in consideration to TE related to a working capital adjustment and $0.8 million remains accrued at June 30, 2013. Transpower is the sole shareholder of Dongguan Transpower Electronic Products Co., Ltd. in the People's Republic of China. The operations acquired are now doing business as TRP Connector (“TRP”). The Company’s purchase of the TRP magnetics business consisted of the integrated connector module (“ICM”) family of products, including RJ45, 10/100 Gigabit, 10G, PoE/PoE+, MRJ21 and RJ.5, a line of modules for smart-grid applications, and discrete magnetics.

During the three and six months ended June 30, ~~2012,~~2013, the Company incurred ~~less than~~ $0.1 million and ~~$0.1~~$0.4 million, respectively, of acquisition-related costs ~~relating to GigaCom Interconnect.~~associated with TRP. These costs are included in selling, general and administrative expense in the accompanying condensed consolidated statement of operations for the three and six months ended June 30, ~~2012.~~2013.

While the initial accounting related to ~~this business combination~~the TRP acquisition is not complete as of the filing date of this Form 10-Q, the following table depicts the Company’s ~~estimated~~initial estimate of the acquisition date fair values of the consideration paid or payable and identifiable net assets acquired (in thousands):

(a)

The determination of fair value related to the inventory acquired was still in progress as of the date of this filing. The amount above represents only the carrying value of the inventory on TRP’s balance sheet as of the acquisition date. The measurement period adjustment noted above for inventory relates to additional inventory received from TE, as well as inventory on customer consignments that was not previously accounted for.

(b)

The appraisals related to machinery and equipment acquired were incomplete as of this filing date and, as such, the amount noted above represents only the carrying value of those assets on TRP’s balance sheet as of the acquisition date. The measurement period adjustment noted above for property, plant and equipment relates to equipment that could not be located upon a physical inventory of the assets acquired.

(c)	The Company has identified certain intangible assets related to the TRP acquisition, including technology, license agreements and customer lists, which are being valued by a third-party appraiser. These appraisals were not complete as of the date of this filing.

(d)

The amount of goodwill is provisional as of the filing date, as the fair value determination of inventory acquired, and appraisals related to property, plant and equipment and various intangible assets are still underway. As the final amount of goodwill has not yet been determined or allocated by segment, the Company is unable to determine at this time the portion of goodwill, if any, that will be deductible for tax purposes.

(e)	As part of the consideration paid or payable, the Company granted Tyco a license related to three of the Company’s patents. The valuation related to this license grant was not complete as of the date of this filing.

(f)	Deferred consideration represents the Company’s estimate of a working capital adjustment which is payable to the seller. Such adjustment must be agreed upon between the Company and the seller, and has not yet been finalized as of the date of this filing.

The results of operations of TRP have been included in the Company’s consolidated financial statements for the period subsequent to March 29, 2013. During the three and six months ended June 30, 2013, TRP contributed $22.0 million of revenues to the Company. As the Company’s determination and allocation of management fees and TRP-specific overhead charges is still underway, TRP’s contribution to the Company’s net earnings is not yet available.

The unaudited pro forma information below presents the combined operating results of the Company and TRP. The unaudited pro forma results are presented for illustrative purposes only. They do not reflect the realization of any potential cost savings, or any related integration costs. Certain cost savings may result from the TRP acquisition; however, there can be no assurance that these cost savings will be achieved. These pro forma results do not purport to be indicative of the results that would have actually been obtained if the TRP acquisition had occurred as of January 1, 2012, nor is the pro forma data intended to be a projection of results that may be obtained in the future. The following unaudited pro forma consolidated results of operations assume that the acquisition of TRP was completed as of January 1, 2012. The pro forma results noted below for the three and six months ended June 30, 2012 also include the effects of the 2012 Acquisitions discussed below (dollars in thousands except per share data):

On March 9, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of GigaCom with a cash payment of $2.7 million (£1.7 million). GigaCom, located in Gothenburg, Sweden, is a supplier of expanded beam fiber optic technology and a participant in the development of next-generation commercial aircraft components. GigaCom has become part of Bel’s Cinch Connector business. Management believes that GigaCom’s offering of expanded beam fiber optic (“EBOSA®”) products will enhance the Company’s position within the growing aerospace and military markets.

On July 31, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Fibreco with a cash payment, net of $2.7 million of cash acquired, of $13.7 million (£8.7 million). Fibreco, located in the United Kingdom, is a supplier of a broad range of expanded beam fiber optic components for use in military communications, outside broadcast and offshore exploration applications. Fibreco has become part of Bel’s interconnect product group under the Cinch Connector business. Management believes that the addition of Fibreco’s fiber optic-based product line to Cinch’s broad range of copper-based products will increase Cinch’s presence in emerging fiber applications within the military, aerospace and industrial markets. In addition, management believes the acquisition provides access to a range of customers for the recently acquired GigaCom EBOSA® product.

On September 12, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Powerbox, now known as Bel Power Europe, with a cash payment, net of $0.2 million of cash acquired, of $3.0 million. The Company also granted 30,000 restricted shares of the Company’s Class B common stock in connection with this acquisition. Compensation expense equal to the grant date fair value of these restricted shares of $0.6 million is being recorded ratably through September 2014. Bel Power Europe, located near Milan, Italy, develops high-power AC-DC power conversion solutions targeted at the broadcasting market. The acquisition of Bel Power Europe will allow Bel to expand its portfolio of power product offerings to include AC-DC products and will also establish a European design center located close to several of Bel’s existing customers.

Acquisition-related costs relating to the 2012 Acquisitions amounted to less than $0.1 million during each of the three-month periods ended June 30, 2013 and 2012 and $0.1 million during each of the six-month periods ended June 30, 2013 and 2012. These costs are included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations.

During the year ended December 31, 2012, the Company completed the purchase accounting related to the GigaCom and Fibreco acquisitions. The initial accounting related to the Bel Power Europe acquisition is not complete as of the filing date of this Form 10-Q; accordingly, the following table reflects the Company’s initial estimate of the acquisition date fair values of the consideration transferred and identifiable net assets acquired related to Bel Power Europe, together with the finalized acquisition date fair values of the consideration transferred and identifiable net assets acquired related to the GigaCom and Fibreco acquisitions (in thousands):

The results of operations of the 2012 Acquired Companies have been included in the Company’s consolidated financial statements for the periods subsequent to their respective acquisition dates. During the three and six months ended June 30, 2013, Fibreco and Bel Power Europe contributed combined revenues of $3.0 million and $5.9 million, respectively, and combined net earnings of $0.1 million and $0.8 million, respectively, to the Company’s consolidated financial results. The acquisition of GigaCom has contributed to the Bel’s research and development efforts and has not resulted in third-party sales. GigaCom incurred expenses, primarily related to research and development, of $0.2 million and $0.5 million during the three and six months ended June 30, 2013, respectively.

The Company has identified intangible assets, specifically a trademark and technology, which are currently in the process of being valued. The Company expects to finalize these valuations and complete the purchase price allocation as soon as practicable but no later than one year from the Acquisition Date.

The Company is also still in the process of determining the allocation of the goodwill by reporting operating segment. This allocation will be based on those reportable operating segments expected to benefit from the acquisition of GigaCom. This determination will primarily be based on the projected future revenue generation associated with GigaCom’s EBOSA® ~~technology within each of the Company’s reportable operating segments. The Company is uncertain at this time how much of the goodwill, if any, will be deductible for tax purposes.~~

4. FAIR VALUE MEASUREMENTS

Fair value is defined as an exit price, representing the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants based upon the best use of the asset or liability at the measurement date. Entities are required to use a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1 – Observable inputs such as quoted market prices in active markets

Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable

Level 3 – Unobservable inputs about which little or no market data exists, therefore requiring an entity to develop its own assumptions

As of June 30, ~~2012~~2013 and December 31, ~~2011,~~2012, the Company held certain financial assets that are measured at fair value on a recurring basis. These consisted of securities that are among the Company’s investments in a ~~Rabbi Trust,~~rabbi trust which are intended to fund the Company’s Supplemental Executive Retirement Plan (“SERP”) obligations, and other marketable securities described below. ~~These~~The securities that are held in the rabbi trust are categorized as available-for-sale securities and are included as other assets in the accompanying condensed consolidated balance sheets at June 30, ~~2012~~2013 and December 31, ~~2011. As~~2012. The gross unrealized gains associated with the investments held in the rabbi trust were $0.4 million at each of June 30, ~~2012~~2013 and December 31, ~~2011, the Company’s investments in the Rabbi Trust had a fair value of $5.8 million at each date and gross~~2012. Such unrealized gains ~~of $0.3 million and $0.2 million, respectively, which~~ are included, net of tax, in accumulated other comprehensive loss.

As of June 30, ~~2012~~2013 and December 31, ~~2011,~~2012, the Company had marketable securities with a combined fair value of ~~$5.5~~less than $0.1 million ~~and $5.7 million, respectively,~~at each date, and gross unrealized losses of less than $0.1 million ~~and $0.3 million, respectively.~~at each date. Such unrealized losses are included, net of tax, in accumulated other comprehensive loss. At June 30, 2012, the Company determined that its investment in Pulse Electronics common stock was other-than-temporarily impaired and recorded a related impairment charge of $0.5 million during the three months ended June 30, 2012. The carrying value of this investment was reduced to its fair value of $0.5 million at June 30, 2012. The fair value of the equity securities is determined based on quoted market prices in public markets and is categorized as Level ~~1 in the table below. The fair value of the fixed income securities is determined based on other observable inputs, and is therefore categorized as Level 2 in the table below.~~1. The Company does not have any financial assets measured at fair value on a recurring basis categorized as Level 3, and there were no transfers in or out of Level 1, Level 2 or Level 3 during the ~~six~~three months ended June 30, ~~2012~~2013 and ~~2011.~~2012. There were no changes to the Company’s valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the six months ended June 30, ~~2012.~~2013.

The following table sets forth by level, within the fair value hierarchy, the Company’s financial assets accounted for at fair value on a recurring basis as of June 30, ~~2012~~2013 and December 31, ~~2011~~2012 (dollars in thousands).

The Level 2 fixed income securities noted in the table above represent the Company’s investment in a fund that consists of debt securities (bonds), primarily U.S. government securities, corporate bonds, asset-backed securities and mortgage-backed securities. The value of the fund is determined based on quoted market prices for similar instruments or nonbinding market prices that are corroborated by observable market data.

The Company has other financial instruments, such as cash equivalents, accounts receivable, accounts payable, notes payable and accrued expenses, which are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of June 30, ~~2012~~2013 or December 31, ~~2011.~~2012.

Nonfinancial assets and liabilities, such as goodwill, indefinite-lived intangible assets and long-lived assets, are accounted for at fair value on a nonrecurring basis. These items are tested for impairment on the occurrence of a triggering event or, in the case of goodwill and indefinite-lived intangible assets, on at least an annual basis. There were no triggering events that occurred during the six months ended June 30, ~~2012~~2013 or ~~2011~~2012 that would warrant interim impairment testing.

The components of inventories are as follows (dollars in thousands):

6. BUSINESS SEGMENT INFORMATION

The Company operates in one industry with three reportable operating segments, which are geographic in nature. The segments consist of North America, Asia and Europe. The primary criteria by which financial performance is evaluated and resources are allocated are sales and income from operations. The following is a summary of key financial data (dollars in thousands):

The following items are included in the income (loss) from operations presented above:

~~Restructuring Charges~~Recent Acquisitions – During the three and six months ended June 30, ~~2012,~~2013, the ~~Company recorded $0.2~~acquisition of TRP contributed $22.0 million ~~and $0.4 million, respectively, of restructuring charges. These charges related~~in sales to ~~severance and equipment transportation costs associated with the Company’s 2012 restructuring program, and were incurred by the Company’s North America operating segment.~~

~~Litigation Charges~~ ~~– During the second quarter of 2011, the Company recorded $3.2 million of litigation charges related to the Halo and SynQor lawsuits. These charges primarily impacted~~ the Company’s Asia operating segment in each period. During the three and six months ended June 30, 2013, the 2012 acquisitions of Fibreco and Powerbox contributed combined revenues of $3.0 million and $5.9 million, respectively, and income from operations of $0.2 million and $1.1 million, respectively, to the Company’s Europe operating segment. The 2012 Acquisitions did not have a material impact on the Company’s condensed consolidated statement of operations for the three or six months ended June 30, 2012.

Segment Sales – Segment sales are attributed to individual segments based on the geographic source of the billing for such customer sales. Transfers between geographic areas include finished products manufactured in foreign countries which are then transferred to the United States and Europe for sale; finished goods manufactured in the United States which are transferred to Europe and Asia for sale; and semi-finished components manufactured in the United States which are sold to Asia for further processing. Income (loss) from operations represents net sales less operating costs and expenses.

~~As of~~At June 30, ~~2012~~2013 and December 31, ~~2011,~~2012, the Company has approximately ~~$4.0~~$2.7 million ~~and $4.1 million, respectively,~~ of liabilities for uncertain tax positions ($0.5 million included in income taxes payable and $2.2 million included in liability for uncertain tax positions) all of which, if ~~reversed,~~recognized, would reduce the Company’s effective tax rate. ~~These amounts are included in the liability for uncertain tax positions in the accompanying condensed consolidated balance sheets.~~

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations by tax authorities for years before ~~2008~~2010 and for state examinations before ~~2006.~~2007. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2004 in Asia and generally 2006 in Europe. During September 2010 and April 2011, the Company was notified of an Internal Revenue Service (“IRS”) tax audit for the years ended December 31, 2004 through 2009. The Company settled the domestic and international audits with the IRS for an amount due to the IRS of less than $0.2 million, exclusive of interest expense. The tax issues related to the $0.2 million tax were included in the liability for uncertain tax positions and were reversed during the quarter ended March 31, 2012. This resulted in a reduction to the tax provision in the condensed consolidated statement of operations. Additionally, the Company’s wholly-owned subsidiary in Germany has been notified by the German tax authorities of a tax audit for the tax years 2008 through 2010.

As a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized benefits for tax positions taken regarding previously filed tax returns may change materially from those recorded as liabilities for uncertain tax positions in the Company’s condensed consolidated financial statements at June 30, ~~2012.~~2013. A total of ~~$1.2~~$0.6 million of previously recorded liabilities for uncertain tax positions relates principally to the 2007 ~~and 2008~~ tax ~~years in the amounts of $0.9 million and $0.3 million, respectively.~~year. The statute of limitations related to these liabilities ~~which was~~is scheduled to expire on September 15, ~~2011 and September 15, 2012, respectively, has been extended under the settlement with the IRS until September~~ 2013.

The Company’s policy is to recognize interest and penalties related to unrecognized tax benefits arising from uncertain tax positions as a component of the current provision for income taxes. During the six months ended June 30, ~~2012~~2013 and ~~2011,~~2012, the Company recognized noan immaterial amount of interest and penalties and ~~$0.1 million of~~no interest and penalties, respectively, in the condensed consolidated statements of operations. The Company has approximately ~~$0.7~~$0.2 million accrued for the payment of such interest and penalties at June 30, ~~2012~~2013 and December 31, ~~2011,~~2012, which is included in the liability for uncertain tax positions in the accompanying condensed consolidated balance sheets at each date.

Upon the acquisition of Fibreco, Fibreco had a deferred tax liability in the amount of $0.1 million arising from various temporary differences. In connection with the ~~GigaCom acquisition,~~2012 Acquisitions, the Company ~~has not completed~~was required to complete a preliminary fair market value report of property, plant and equipment and intangibles. As a result of that report, the Company established deferred tax liabilities at the date of acquisition in the amounts of $1.7 million and $0.6 million, respectively, for the Fibreco and GigaCom acquisitions. At June 30, 2013 and December 31, 2012, ~~there were no~~a combined deferred tax ~~amounts reported~~liability of $2.1 million and $2.2 million, respectively, remains on the condensed consolidated balance ~~sheet.~~sheets. Upon completion of the acquisition of TRP, TRP had deferred tax assets of $2.2 million arising from various temporary differences, which are included in the condensed consolidated balance sheet at June 30, 2013. It is the Company’s intention to repatriate substantially all net income from its wholly owned PRC subsidiary, DG Transpower, a Chinese Limited Company, to its indirect Hong Kong parent company Transpower Technologies (Hong Kong) Ltd. Applicable income and dividend withholding taxes have been reflected in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2013. However, U.S. deferred taxes need not be provided under current U.S. tax law. At June 30, 2013, the fair market value reports have not been completed and therefore the Company had no additional deferred tax amounts relating to the Bel Power Europe and TRP acquisitions.

The Company has made ~~an election~~elections under ~~IRC~~Internal Revenue Code (“IRC”) Section 338(g) to ~~step up~~step-up the tax basis of ~~assets acquired from GigaCom~~the 2012 Acquisitions to fair value. The elections made under Section 338(g) affect only ~~affect~~the U.S. income taxes (not those of the foreign ~~country~~countries where ~~GigaCom is~~the acquired entities were incorporated).

On ~~August 10, 2010,~~January 2, 2013, President Obama signed ~~into law~~ the ~~“Education Jobs & Medicaid Assistance~~“American Taxpayer Relief Act” ~~(H.R. 1586) (the “Act”~~(“ATRA”). ~~The Act’s international~~Among other things, ATRA extends the Research and Experimentation credit (“R&E”), which expired at the end of 2011, through 2013 and 2014, respectively. Under Accounting Standards Codification (“ASC”) 740, Income Taxes, the effects of the new legislation are recognized upon enactment, which is when the President signs a tax ~~provisions place certain restrictions on~~bill into law. Although the ~~use~~extenders were effective retroactively for 2012, the Company could only consider currently enacted tax law as of ~~foreign tax credits. The~~the balance sheet date in determining current and deferred taxes at December 31, 2012. During the first quarter of 2013, the Company ~~has evaluated~~recognized the ~~newly-enacted international tax provisions and determined that they do not materially affect~~$0.4 million R&E credit from 2012 as an increase in the ~~Company’s operating results or financial condition.~~March 31, 2013 quarterly benefit for income taxes.

The Company continues to monitor proposed legislation affecting the taxation of transfers of U.S. intangible property and other potential tax law changes.

Accrued expenses consist of the following (dollars in thousands):

Accrued Restructuring Costs

Activity and liability balances related to restructuring charges for the six months ended June 30, 2013 are shown in the table below (dollars in thousands). The liability at December 31, 2012 related to the final severance payments due related to the closure of the Vinita, Oklahoma manufacturing facility. New charges noted below relate to severance costs associated with an additional reduction in workforce implemented in the second quarter of 2013.

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	Liability at		New		Cash Payments and			Liability at
	December 31, 2012		Charges		Other Settlements			June 30, 2013
Severance costs	$	122	$	1,239	$	(170	)	$	1,191
Transportation of equipment		-		100		(100	)		-
Other restructuring charges		-		48		(48	)		-
Total	$	122	$	1,387	$	(318	)	$	1,191

9. RETIREMENT FUND AND PROFIT SHARING PLAN

The Company maintains the Bel Fuse Inc. Employees’ Savings Plan, a ~~domestic 401(k)~~defined contribution plan that is intended to meet the applicable requirements for tax-qualification under sections 401(a) and (k) of the IRC. The Employees’ Savings Plan allows eligible employees to voluntarily contribute a percentage of their eligible compensation, subject to Code limitations, which ~~allows individual voluntary savings~~contributions are matched by the Company. The Company’s matching contributions are equal to provide non-defined retirement benefits for plan participants, and also provides an employer match based upon employee deferrals. The Company amended its 401(k) plan effective January 1, 2012 whereby the Company will match 100% of the first 1% of ~~employee deferrals~~compensation contributed by participants, and 50% of the next 5% of ~~employee deferrals. Matching contributions will be made in cash beginning in 2012.~~compensation contributed by participants. The expense for the three months ended June 30, ~~2012~~2013 and ~~2011~~2012 amounted to approximately $0.1 million in each period. The expense for the six months ended June 30, ~~2012~~2013 and ~~2011~~2012 amounted to approximately $0.3 million in each period. Prior to January 1, 2012, the plan’s structure provided for a Company match and discretionary profit sharing contributions that were made in the form of the Company’s common stock. As of June 30, ~~2012,~~2013, the plan owned ~~15,376~~14,925 and ~~228,795~~209,892 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The Company’s subsidiaries in Asia, other than TRP, have a ~~non-defined~~ retirement fund covering substantially all of their Hong Kong-based full-time employees. Eligible employees contribute up to 5% of salary to the fund. In addition, the Company must contribute a minimum of 5% of eligible salary, as determined by Hong Kong government regulations. The Company currently contributes 7% of eligible salary in cash or Company stock. The expense for the three months ended June 30, ~~2012~~2013 and ~~2011~~2012 amounted to approximately $0.1 million in each period. The expense for the six months ended June 30, ~~2012~~2013 and ~~2011~~2012 amounted to approximately $0.1 million in each period. As of June 30, ~~2012,~~2013, the plan owned 3,323 and 17,342 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The SERP is designed to provide a limited group of key management and highly compensated employees of the Company with supplemental retirement and death benefits.

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The components of SERP expense are as follows (dollars in thousands):

Three Months Ended Six Months Ended
June 30, June 30,
2012 2011 2012 2011
Service cost $ 109 $ 93 $ 218 $ 186
Interest cost 104 101 208 202
Amortization of adjustments 58 37 116 74
Total SERP expense $ 271 $ 231 $ 542 $ 462

June 30, December 31,
2012 2011
Balance sheet amounts:
   Minimum pension obligation
      and unfunded pension liability $ 9,702 $ 9,274

   Amounts recognized in accumulated
      other comprehensive loss, pretax:
         Prior service cost $ 944 $ 1,010
         Net gains 2,016 2,065
$ 2,960 $ 3,075

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2013		2012		2013		2012
Service cost	$	139	$	109	$	278	$	218
Interest cost		112		104		224		208
Amortization of adjustments		77		58		154		116
Total SERP expense	$	328	$	271	$	656	$	542

	June 30,		December 31,
	2013		2012
Balance sheet amounts:
Minimum pension obligation
and unfunded pension liability	$	11,713	$	11,045

Amounts recognized in accumulated
other comprehensive loss, pretax:
Prior service cost	$	968	$	877
Net gains		2,804		2,884
	$	3,772	$	3,761

10. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss at June 30, ~~2012~~2013 and December 31, ~~2011~~2012 are summarized below (dollars in thousands):

June 30, December 31,
2012 2011

Currency translation adjustment $ 312 $ 646
Unrealized holding gains (losses) on available-for-sale
  securities, net of taxes of $89 and ($33) as of
  June 30, 2012 and December 31, 2011 143 (62 )
Unfunded SERP liability, net of taxes of ($906) and ($941) as
  of June 30, 2012 and December 31, 2011 (2,054 ) (2,134 )

Accumulated other comprehensive loss $ (1,599 ) $ (1,550 )

	June 30,			December 31,
	2013			2012

Foreign currency translation adjustment, net of taxes of ($216)
at June 30, 2013	$	(255	)	$	927
Unrealized holding gains on available-for-sale
securities, net of taxes of $150 and $161 as of
June 30, 2013 and December 31, 2012		238			256
Unfunded SERP liability, net of taxes of ($1,154) and ($1,151) as
of June 30, 2013 and December 31, 2012		(2,618	)		(2,610	)

Accumulated other comprehensive loss	$	(2,635	)	$	(1,427	)

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Changes in accumulated other comprehensive loss by component during the six months ended June 30, 2013 are as follows. All amounts are net of tax (dollars in thousands).

				Unrealized Holding
	Foreign Currency			Gains on
	Translation			Available-for-			Unfunded
	Adjustment			Sale Securities			SERP Liability			Total

Balance at January 1, 2013	$	927		$	256		$	(2,610	)	$	(1,427	)
Other comprehensive loss before reclassifications		(1,182	)		(18	)		(162	)		(1,362	)
Amounts reclassified from accumulated other
comprehensive loss		-			-			154			154		(a)
Net current period other comprehensive loss		(1,182	)		(18	)		(8	)		(1,208	)

Balance at June 30, 2013	$	(255	)	$	238		$	(2,618	)	$	(2,635	)

(a) This reclassification from accumulated other comprehensive loss relates to the amortization of prior service costs and gains/losses
associated with the Company's SERP plan. This expense is allocated between cost of sales and selling, general and administrative
expense based upon the employment classification of the plan participants.

11. ~~LEGAL PROCEEDINGS~~COMMITMENTS AND CONTINGENCIES

Leases

The Company leases various facilities. Some of these leases require the Company to pay certain executory costs (such as insurance and maintenance). At December 31, 2012, the Company’s total future minimum lease payments for operating leases amounted to $11.5 million. The only significant change since December 31, 2012 relates to the inclusion of TRP lease commitments. At June 30, 2013, the additional lease commitments related to TRP amounted to $2.7 million.

Other Commitments

The Company submits purchase orders for raw materials to various vendors throughout the year for current production requirements, as well as forecasted requirements. Certain of these purchase orders relate to special purpose material and, as such, the Company may incur penalties if the order is cancelled. At December 31, 2012, the Company had outstanding purchase orders related to purchase of raw materials in the aggregate amount of $18.8 million and purchase orders related to capital expenditures of $1.7 million. The only significant change since December 31, 2012 relates to the inclusion of TRP purchase orders. At June 30, 2013, the Company had additional purchase orders related to the purchase of raw materials of $4.5 million associated with TRP and additional purchase orders related to capital expenditures of $0.2 million associated with TRP.

Legal Proceedings

The Company is ~~from time to time, a~~ party to ~~litigation arising~~a number of legal actions and claims, none of which individually or in the ~~normal course~~aggregate, in the opinion of ~~its business, including various claims~~management, are expected to have a material adverse effect on the Company’s results of ~~patent infringement.~~operations or financial position. See the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012 for the details of all of Bel’s material ~~lawsuits~~ pending ~~as of the filing of the Company’s Annual Report on Form 10-K. Legal~~lawsuits. Certain developments that have arisen in legal proceedings subsequent to the filing of the Company’s Annual Report on Form 10-K are ~~set forth~~described below.

~~As further described~~The Company is a defendant in a lawsuit captioned SynQor, Inc. v. Artesyn Technologies, Inc., et al. brought in the ~~Company’s 2011 Annual Report on Form 10-K,~~United States District Court, Eastern District of Texas in November 2007. The plaintiff alleged that eleven defendants, including Bel, infringed its patents covering certain power products. With respect to the Company, ~~is currently appealing~~ the ~~verdict~~plaintiff claimed that the Company infringed its patents related to unregulated bus converters and/or point-of-load (POL) converters used in intermediate bus architecture power supply systems. The case went to trial in December 2010 and a partial judgment was entered on December 29, 2010 based on the jury verdict. The jury found that certain products of the defendants directly and/or indirectly infringe the SynQor patents. The jury awarded damages of $8.1 million against the Company, which was recorded by the Company as a litigation charge in the ~~SynQor case. By~~consolidated statement of operations in the ~~end~~fourth quarter of 2010. On July 11, 2011, the Court awarded supplemental damages of $2.5 million against the Company. Of this amount, $1.9 million is covered through an indemnification agreement with one of Bel’s customers and the remaining $0.6 million was recorded as an expense by the Company during the second quarter of 2011. During the third quarter of 2011, the Company ~~had ceased~~recorded costs and interest associated with this lawsuit of $0.2 million. A final judgment in the ~~manufacturing~~case was entered on August 17, 2011. The Company was in the process of ~~products~~appealing the verdict and judgment and filed a notice of appeal with the Federal Circuit Court of Appeals on October 28, 2011. The Company was advised that ~~were subject~~the full amount of the damage award plus costs and interest would need to ~~SynQor’s claim and there were no sales~~be posted as a supersedeas bond upon filing of ~~such products during~~ the ~~six months ended~~notice of appeal. In November 2011, the Company posted a $13.0 million supersedeas bond to the Court in the Eastern District of Texas while the case was on appeal to the Federal Circuit. The amount of the bond was reflected as restricted cash in the accompanying condensed consolidated balance sheets at June 30, 2013 and December 31, 2012. The United States Court of Appeals for the Federal Circuit (“CAFC”) heard oral argument in the SynQor case on October 2, 2012 and issued its opinion on March 13, 2013. In its opinion, the CAFC affirmed the district court’s findings and judgment on all issues up on appeal. The Company and the other Defendants jointly filed a Petition for Rehearing En Banc with the CAFC on April 12, 2013, which was denied by the CAFC on May 14, 2013. The Defendants are in the process of filing a joint petition for certiorari with the Supreme Court.

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In a related matter, on September 29, 2011, the United States District Court for the Eastern District of Texas ordered SynQor, Inc.’s continuing causes of action for post-injunction damages to be severed from the original action and assigned to a new case number. The new action captioned SynQor, Inc. v. Artesyn Technologies, Inc., et al. (Case Number 2:11cv444) is a patent infringement action for damages in the form of lost profits and reasonable royalties for the period beginning January 24, 2011. SynQor, Inc. also seeks enhanced damages. The Company has an indemnification agreement in place with one of its customers specifically covering post-injunction damages related to this case. As a result, the Company does not anticipate that its consolidated statement of operations will be materially impacted by any potential post-injunction damages. This case went to trial on July 30, 2013.

The Company is a plaintiff in a lawsuit captioned Bel Fuse Inc. et al. v. Molex Inc. brought in the United District Court of New Jersey in April ~~2012.~~2013. The Company claims that Molex infringed three of the Company’s patents related to integrated magnetic connector products. ~~The Company has made a demand for a jury trial.~~Molex is scheduled to file its Answer to the Complaint on August 6, 2013.

12. SUBSEQUENT EVENT

~~12. RELATED PARTY TRANSACTIONS~~

~~As of June 30, 2012,~~In July 2013, the Company ~~has $2.0~~finalized its insurance claim related to the property damage inflicted by Hurricane Sandy in October 2012. Insurance proceeds of $0.7 million ~~invested~~were received in ~~a money market fund with GAMCO Investors, Inc., a current stockholder of the Company, with holdings of its Class A stock of approximately 31.6%.~~

~~13. SUBSEQUENT EVENTS~~

On July 12, 2012, as part of the Company’s 2012 Restructuring Program (as described in Item 2 of this Quarterly Report), Bel announced that it will close its Cinch North American manufacturing facility in Vinita, Oklahoma by year end, and move the operation to a new facility in McAllen, Texas. The new facility is just across the Mexican border from Bel’s existing Reynosa factory, where some of the processing for many of the Vinita parts is currently performed. Management believes that having the facilities closer together will lower transportation and logistics costs, as well as reduce lead times for customers. In May 2012, the Company entered into a new facility lease in McAllen, Texas in conjunction with this transition. The Company’s overall commitment under the terms of the lease is approximately $1.9 million, and will be ~~incurred over the term of the lease, which is expected to commence in September 2012 and is due to expire in March 2023.~~

On July 25, 2012, the Company’s Board of Directors authorized the repurchase, from time to time, of up to $10 million of the Company’s outstanding Class B common shares in open market, privately negotiated or block transactions at the discretion of Bel’s management.

On July 31, 2012, the Company consummated its acquisition of 100% of the issued and outstanding capital stock of Fibreco Ltd. (“Fibreco”) with a cash payment of £8.8 million (approximately $13.9 million). Fibreco, locatedreported as income in the ~~United Kingdom, is a supplier~~third quarter of a broad range of expanded beam fiber optic components for use in military communications, outside broadcast and offshore exploration applications. Fibreco will become part of Bel’s interconnect product group under the Cinch Connector business. Management believes that the addition of Fibreco’s fiber optic-based product line to Cinch’s broad range of copper-based products will increase Cinch’s presence in emerging fiber applications within the military, aerospace and industrial markets. In addition, management believes the acquisition provides access to a range of customers for the recently acquired GigaCom Interconnect EBOSA® product. Given the proximity of the closing date of the Fibreco transaction to the filing date of this Quarterly Report on Form 10-Q, the Company has not yet had the opportunity to complete the purchase price allocation and other related disclosure requirements.2013.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company’s quarterly and annual operating results are impacted by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011.~~2012. As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, financial condition, operating results, and stock prices. Furthermore, this document and other documents filed by the Company with the Securities and Exchange Commission (the “SEC”) contain certain forward-looking statements under the Private Securities Litigation Reform Act of 1995 (“Forward-Looking Statements”) with respect to the business of the Company. These Forward-Looking Statements are subject to certain risks and uncertainties, including those detailed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011,~~2012, which could cause actual results to differ materially from these Forward-Looking Statements. The Company undertakes no obligation to publicly release the results of any revisions to these Forward-Looking Statements which may be necessary to reflect events or circumstances after the date such statements are made or to reflect the occurrence of unanticipated events. An investment in the Company involves various risks, including those which are detailed from time to time in the Company’s SEC filings.

Overview

Our Company

~~Bel is a leading producer of electronic products that help make global connectivity a reality.~~ The Company designs, manufactures and markets a broad array of magnetics, modules, circuit protection devices and interconnect products. ~~These products are designed to protect, regulate, connect, isolate or manage a variety of electronic circuits.~~ Bel’s products are primarily used in the networking, telecommunications, computing, military, aerospace, transportation and ~~transportation~~broadcasting industries. Bel’s portfolio of products also finds application in the automotive, medical and consumer electronics markets.

Bel’s business is operated through three geographic segments: North America, Asia and Europe. During the six months ended June 30, ~~2012, 47%~~2013, 52% of the Company’s revenues were derived from Asia, 35% from North America ~~43% from Asia~~ and ~~10%~~13% from its Europe operating segment. Sales of the Company’s ~~interconnect~~magnetic products represented approximately ~~39%~~45% of ~~our~~its total net sales ~~for~~during the six months ended June 30, ~~2012.~~2013. The remaining revenues related to sales of the Company’s ~~magnetic~~interconnect products ~~(32%~~(34%), module products ~~(25%~~(18%) and circuit protection products ~~(4%~~(3%).

The Company’s expenses are driven principally by the cost of labor where the factories that Bel uses are located, the cost of the materials that it uses and its ability to effectively and efficiently manage overhead costs. As labor and material costs vary by product line, any significant shift in product mix ~~has~~can have an associated impact on the Company’s costs of sales. Costs are recorded as incurred for all products manufactured. Such amounts are determined based upon the estimated stage of production and include labor cost and fringes and related allocations of factory overhead. The Company’s products are manufactured at various facilities in: the People’s Republic of China (“PRC”); Glen Rock, Pennsylvania; Inwood, New York; McAllen, Texas; Haina, Dominican Republic; Reynosa and Cananea, Mexico; Louny, Czech Republic; ~~Vinita, Oklahoma;~~ and Worksop ~~England. In July 2012, the Company announced that it plans to close its Vinita, Oklahoma manufacturing facility by the end of 2012~~ and ~~will be moving a portion of the Vinita operations to a new manufacturing facility in McAllen, Texas.~~Great Dunmow, England.

In the PRC, where the Company generally enters into processing arrangements with several independent third-party contractors and also has its own manufacturing facilities, the availability of labor is cyclical and is significantly affected by the migration of workers in relation to the annual Lunar New Year holiday as well as economic conditions in the PRC. In addition, the Company has little visibility into the ordering habits of its customers and can be subjected to large and unpredictable variations in demand for its products. Accordingly, the Company must continually recruit and train new workers to replace those lost to attrition each year and to address peaks in demand that may occur from time to time. These recruiting and training efforts and related inefficiencies, and overtime required in order to meet demand, can add volatility to the costs incurred by the Company for labor in the PRC.

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Trends Affecting our Business

The Company believes the key factors affecting Bel’s six months ended June 30, ~~2012~~2013 and/or future results include the following:

~~Revenues~~Recent Acquisitions – ~~Sales for~~On March 29, 2013, the Company completed its purchase of the Transpower magnetics business and other tangible and intangible assets of TE Connectivity (“TRP”). The TRP business contributed $22.0 million of sales during the three and six months ended June 30, 2013. The Company also completed three small acquisitions in 2012. Fibreco and Powerbox, both acquired in 2012, ~~were down~~contributed a combined $3.0 million and $5.9 million of sales during the three and six months ended June 30, 2013, respectively.

Restructuring Program – The Company had substantially completed its plan to effect operational efficiencies by ~~7.8% from~~ the ~~same period~~end of ~~2011.~~2012. The ~~decline in sales related primarily to the Company’s module product line, where sales were $11.1 million lower~~Company continued its efforts in the first ~~six months~~half of ~~2012 versus~~2013 to bring the ~~same period~~new manufacturing facility in McAllen, Texas up to full operating capacity. The Company faced certain challenges with the transition, resulting in $2.8 million of ~~2011. This decline~~unanticipated costs during the first half of 2013, of which $1.1 million was incurred during the second quarter. These costs included additional overtime, scrap, a higher volume of purchased materials, expedited freight charges and other costs. During the second quarter of 2013, the Company also initiated additional restructuring actions which resulted in $1.3 million of severance and other charges in the second quarter. The Company does not anticipate any significant costs related to restructuring programs for the foreseeable future.

Revenues – Excluding the revenue contributions from recent acquisitions as described above, the Company’s revenues for the first half of 2013 decreased by $9.6 million as compared to the first half of 2012. The decrease in sales was primarily due to reduced orders of module products from one customer in North America. The order volume related to this customer has now stabilized, but we expect to report large year-over-year decreases (2013 vs. 2012) in our module products group through the end of 2013 as a result of the lower volume in 2013. Revenue reductions resulting from manufacturing inefficiencies associated with the restructuring of Cinch operations described above were partially offset by ~~increased revenues generated~~increases in the sales volume of Bel’s magnetic and DC-DC products. Bel is in the process of implementing price increases for certain products as our current pricing structure does not reflect the rising labor costs in the PRC as discussed below. Management expects the majority of these changes to be in effect by the Company’s magnetic product line, primarily related to Bel’s ICM products, and Cinch Connector’s commercial aerospace business within the Company’s interconnect product line. The Company's recent acquisitions, Fibreco Ltd. ("Fibreco") and GigaCom Interconnect AB ("GigaCom"), have become partfourth quarter of Bel's Cinch Connectors business. Management believes the combination of Fibreco's broad range of expanded beam fiber-based connector and cable products and GigaCom's expanded beam EBOSA technology will enhance Cinch’s product offerings to its existing mil-aero customer base.2013.

Product Mix – Material and labor costs vary by product line and any significant shift in product mix between higher- and lower-margin product lines will have a corresponding impact on the Company’s gross margin percentage. During the first half of ~~2012,~~2013, the Company experienced a favorable shift in the mix of products sold as compared to the same period of 2012, which partially mitigated the effects of ~~higher labor~~reduced sales and ~~material costs during the period.~~operational inefficiencies at our Texas facility.

Pricing and Availability of Materials – Component pricing and availability have been stable for most of ~~its~~the Company’s product lines, ~~though~~although lead times on electrical components ~~have recently been~~are still extended. With regard to commodities, ~~while~~ the Company has ~~started to see~~experienced some price decreases related to precious metals during the ~~second quarter~~latter part of 2012 ~~costs~~and that trend has continued into the first half of 2013. Costs for certain commodities, including gold and copper, ~~and petroleum-based plastics remain high~~were lower in ~~comparison~~the first half of 2013 as compared to the ~~prior year.~~first half of 2012. Any fluctuations in component prices and other commodity prices associated with Bel’s raw materials will have a corresponding impact on Bel’s profit margins. Due to their relatively high material content, margins in the Company’s module product line were most dramatically affected by the continued high cost of materials as well as lower sales volume during the first half of 2012.

Labor Costs – Labor costs ~~in the first half of 2012 increased significantly both in dollar amount and~~ as a percentage of sales in spite of decreased sales in comparison to the same period in 2011. Wage rates in the PRC, which are mandated by the government, now have higher minimum wage and overtime requirements and have been steadily increasing. Furthermore, fluctuation in the exchange rate related to the Chinese Renminbi has been further increasing the cost of labor in terms of U.S. dollars. Finally, there has been an influx of orders in 2012 for several products, including labor-intensive ICM’s, which resulted in recruiting, training and overtime costs, in addition to the relative inefficiency of the new workers hired after the Lunar New Year holiday. Because of the relatively high labor content in ICM products, margins in Bel’s magnetic product line were particularly impacted by higher labor costs during the first half of ~~2012.~~

~~2012 Restructuring Program~~ ~~– The Company began implementing its plan~~2013 were essentially flat as compared to ~~take advantage~~the first half of ~~opportunities to effect operational efficiencies, and recorded expenses related to these actions of $0.4 million during the six months ended June 30,~~ 2012. On July 12, 2012, the Company announced that it would close its Cinch manufacturing facility in Vinita, Oklahoma and move the operations to McAllen, Texas. For the initiatives specifically identified to date, it is currently estimated that additional pre-tax costs associated withFollowing the 2012 ~~Restructuring Program will be approximately $4.1 million,~~Lunar New Year holiday, additional recruiting, training and ~~annual savings of approximately $4.2 million are expected from these initiatives once fully implemented. Management is still~~overtime charges were incurred in the ~~process of evaluating certain aspects of its 2012 Restructuring Program, and additional~~PRC; this trend did not recur in 2013. However, rising labor costs in the PRC and the ~~associated savings, particularly~~strengthening of the Chinese Renminbi continue to impact our overall profit margins. With the addition of TRP, approximately half of Bel’s total sales are now generated from labor-intensive magnetic products, which are primarily manufactured in ~~Asia, will be added~~the PRC. In February 2013, the PRC government issued a 19% increase to ~~these current estimates as new streamlining steps~~the minimum wage in regions where the factories that Bel uses are ~~identified.~~located. This increase was effective May 1, 2013.

Impact of Pending Lawsuits – As further described in Note 11 to the ~~Company’s 2011 Annual Report on Form 10-K, the Company is currently appealing the verdict~~accompanying condensed consolidated financial statements, there has been additional legal activity in 2013 related to the SynQor ~~case. By~~and Molex lawsuits. Ongoing legal costs related to these lawsuits will impact the ~~end~~profit margins of ~~2011, the Company had ceased the manufacturing of products that were subject to SynQor’s claim and there were no sales of such products during the six months ended June 30, 2012.~~future quarters.

Acquisition-Related Costs – The acquisition of TRP in 2013 and the valuations of the 2012 Acquired Companies gave rise to acquisition-related costs of $0.5 million during the first six months of 2013. Bel’s continuing strategy to actively consider potential acquisitions could ~~give rise to significant~~result in additional legal and other professional costs in future periods.

Effective Tax Rate – The Company’s effective tax rate will fluctuate based on the geographic segment in which the pretax profits are earned. Of the geographic segments in which the Company operates, the U.S. has the highest tax rates; Europe’s tax rates are generally lower than U.S. tax rates; and Asia has the lowest tax rates of the Company’s three geographical segments. The ~~Company’s~~change in the effective tax rate ~~was lower~~during the six months ended June 30, 2013 is primarily attributable to the recognition under the new tax law, ATRA, of $0.4 million in R&E credits, related to the year ended December 31, 2012, which the Company recognized during the first ~~half~~quarter of ~~2012 as compared to~~2013. In addition, the ~~same period of 2011, due to lower pretax earnings~~Company incurred a loss in the North America ~~and European segments~~segment for the six months ended June 30, 2013, compared to a pretax profit for the same period in 2012, which was partially offset by an increase in ~~part, by~~ the ~~reversal~~Asia segment pretax profit. Additionally, the Company reversed a portion of the liability for uncertain tax positions related to the ~~IRS~~results of the Internal Revenue Service audit ~~discussed below. The higher effective rate in 2011 was primarily due to litigation charges and other factors~~ which resulted in ~~losses in Asia with minimal~~a reduction to the tax provision for the six months ended June 30, 2012. It is the Company’s intention to repatriate substantially all net income from its wholly owned PRC subsidiary, DG Transpower, a Chinese Limited Company, to its indirect Hong Kong parent company Transpower Technologies (Hong Kong) Ltd. Applicable income and dividend withholding taxes have been reflected. However, U.S. deferred taxes need not be provided under current U.S. tax ~~benefit.~~law.

Bel’s operating profit has increased in each of the last two consecutive quarters, despite continued pressure on margins. The Company’s focus for the remainder of 2012 will be on improving overall sales volume and profitability, with the implementation of the restructuring program and through a series of acquisitions, as further discussed below.

1620

Return to Index

With the completion of the three acquisitions in 2012, and the acquisition of TRP during the first quarter of 2013, management is optimistic that the resulting opportunities will fuel growth in our core product groups in future periods. Management believes that the difficulties experienced during the first half of 2013 related to the transition of Cinch’s manufacturing operations were largely resolved by the end of the second quarter and we look forward to seeing the benefits of these active measures during the second half of 2013. Statements regarding future results constitute Forward-Looking Statements and could be materially adversely affected by the risk factors identified by the Company in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Summary by Reportable Operating Segment

Net sales to external customers by reportable operating segment for the three and six months ended June 30, ~~2012~~2013 and ~~2011~~2012 were as follows (dollars in thousands):

	Three Months Ended								Six Months Ended								Three Months Ended								Six Months Ended
	June 30,								June 30,								June 30,								June 30,
	2012				2011				2012				2011				2013				2012				2013				2012
North America	$	32,059	44	%	$	35,422	45	%	$	65,496	47	%	$	67,931	45	%	$	28,628	30	%	$	32,059	44	%	$	55,444	35	%	$	65,496	47	%
Asia		34,412	47	%		35,070	44	%		58,889	43	%		65,176	43	%		55,157	59	%		34,412	47	%		81,573	52	%		58,889	43	%
Europe		6,751	9	%		8,681	11	%		14,398	10	%		17,469	12	%		10,196	11	%		6,751	9	%		19,992	13	%		14,398	10	%
	$	73,222	100	%	$	79,173	100	%	$	138,783	100	%	$	150,576	100	%	$	93,981	100	%	$	73,222	100	%	$	157,009	100	%	$	138,783	100	%

Net sales and income ~~(loss)~~ from operations by reportable operating segment for the three and six months ended June 30, ~~2012~~2013 and ~~2011~~2012 were as follows (dollars in thousands):

The recent acquisition of TRP contributed $22.0 million in sales to the Company’s Asia operating segment during the three and six months ended June 30, 2013. Sales ~~volumes~~in the Company’s Europe operating segment were ~~down across all operating segments~~favorably impacted by the acquisitions of Fibreco and Powerbox which occurred in ~~both~~ the second ~~quarter and first~~ half of ~~2012 as compared to~~2012. These two acquisitions contributed sales of $3.0 million and $5.9 million during the ~~same periods~~three and six months ended June 30, 2013, respectively, and income from operations of ~~2011.~~$0.2 million and $1.1 million during the three and six months ended June 30, 2013. The decrease in sales in North America primarily related to reduced demand in ~~2012~~2013 for Bel’s module products which are manufactured in China. Thus, the decrease in North American sales caused a corresponding decrease in intersegment sales of module products from Asia to North America. ~~The Company also experienced reduced~~North America sales ~~volume of ICM and DC-DC products in Asia in~~during the first ~~quarter~~half of ~~2012, partially due~~2013 were also impacted by the transition of operations from Cinch’s manufacturing facility in Vinita, Oklahoma to ~~a labor shortage. Customer demand rebounded late~~its new manufacturing facility in McAllen, Texas. Manufacturing inefficiencies resulted in reduced production levels and lower overall sales of Cinch products. In addition, various other costs associated with the first quarter, especially for labor-intensive ICM products. The Company made progress in expanding its workforce in the PRC during the second quarter of 2012 to accommodate a higher volume of manufacturing, resulting in increased sales andCinch reorganization further reduced our income from operations in ~~Asia in the second quarter, as compared to~~North America during the first ~~quarter 2012 results.~~half of 2013.

Overview of Financial Results

Sales for the ~~second quarter~~first half of ~~2012 decreased~~2013 increased by ~~7.5%~~13.1% to ~~$73.2~~$157.0 million from ~~$79.2~~$138.8 million for the ~~second quarter~~first half of ~~2011. Bel’s operating~~2012. Sales were favorably impacted by the contributions made by the recent acquisitions of TRP, Powerbox and Fibreco. Costs incurred related to the transition of Cinch operations to the new manufacturing facility in Texas heavily impacted our profit ~~for the three months ended June 30, 2012 was $2.4 million, an improvement compared to both the $1.4 million reported for~~margin in the first ~~quarter~~half of ~~2012,~~2013. Margins in our traditional connector, magnetic and circuit protection businesses continued to be affected by higher labor costs, and pricing to customers during the ~~$0.2 million reported for last year’s second quarter.~~first half of 2013 did not yet reflect these higher costs. Selling, general and administrative expense was ~~$0.9~~$4.1 million ~~lower~~higher in the ~~second quarter~~first half of ~~2012~~2013 as compared to the same period of ~~2011,~~2012, primarily due to ~~reduced~~the inclusion of expenses from the acquisition of TRP and the 2012 Acquired Companies as well as higher acquisition-related costs, legal ~~costs. Other factors impacting the second quarter results included $0.2~~and professional fees in 2013. The Company also incurred $1.4 million of restructuring charges ~~and a $0.5 million impairment charge on one~~in the first half of ~~the Company’s investments. Net~~2013 related to additional workforce reductions. These factors led to net earnings ~~were $1.5~~of $1.9 million for the ~~second quarter~~first half of ~~2012~~2013 as compared to a net ~~loss~~earnings of ~~$0.6~~$2.3 million for the ~~second quarter~~first half of ~~2011.~~2012. Additional details related to these factors affecting the ~~second quarter results are described in the Results of Operations section below.~~

Sales for the first six months of 2012 decreased by 7.8% to $138.8 million from $150.6 million for the first six months of 2011. Bel’s operating profit for the six months ended June 30, 2012 was $3.8 million as compared to $4.4 million reported for last year’s first half. Selling, general and administrative expense was $2.2 million lower in the first half of 2012 as compared to the same period of 2011, primarily due to reduced legal costs. Other factors impacting the six-month results included $0.4 million of restructuring charges and a $0.5 million impairment charge on one of the Company’s investments. Net earnings were $2.3 million for the first half of 2012 as compared to $2.7 million for the first half of 2011. Additional details related to these factors affecting the results for the six months ending June 30, 2012 are described in the Results of Operations section below.

Critical Accounting Policies

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, goodwill, intangible assets, investments, SERP expense, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

The discussion of new financial accounting standards applicable to the Company is incorporated herein by reference to Note 1. “Basis of Presentation and Accounting Policies” included in Part I, Item 1. “Financial Statements (unaudited).”

Results of Operations

The following table sets forth, for the periods presented, the percentage relationship to net sales of certain items included in the Company’s condensed consolidated statements of operations.

The following table sets forth the year over year percentage ~~decrease~~increase (decrease) of certain items included in the Company’s condensed consolidated statements of operations.

Net sales ~~decreased 7.5%~~increased 28.4% from ~~$79.2 million during the three months ended June 30, 2011 to~~ $73.2 million during the three months ended June 30, ~~2012. Net sales decreased 7.8% from $150.6~~2012 to $94.0 million during the ~~six~~three months ended June 30, ~~2011 to~~2013. Net sales increased 13.1% from $138.8 million during the six months ended June 30, ~~2012.~~2012 to $157.0 million during the six months ended June 30, 2013. The Company’s net sales by major product line for the three and six months ended June 30, ~~2012~~2013 and ~~2011~~2012 were as follows (dollars in thousands):

The Company’s magnetic product line, which includes Bel’s MagJack and the newly-acquired TRP integrated connector module (ICM) products, had a strong first half of 2013. TRP accounted for $22.0 million of the increase from 2012 in both the three- and the six-month periods noted above. Bel’s MagJack and other ICMs increased by $1.2 million and $3.0 million during the three- and six-month periods ended June 30, 2013, respectively, as compared to the same periods of 2012. The workforce return rate after the Lunar New Year holiday in the PRC was higher than that of the prior year, resulting in more efficient operations in Asia. Revenue in Bel’s interconnect product line in the first half of ~~2012~~2013 was ~~essentially flat with~~down slightly from the ~~prior year, as growth in Cinch’s commercial aerospace business in North America~~comparable period of 2012. Fibreco contributed $2.2 million and ~~its military business in Europe was~~$4.2 million to the Company’s interconnect sales during the three and six month ended June 30, 2013; however, these sales were more than offset by ~~decreases in passive connectors.~~reduced shipments of Cinch products during those same periods. Sales ~~of magnetic products, which include Bel’s MagJack and other integrated connector module (ICM) products, rebounded~~ in the second quarter of 2012 and finished the first half of 2012 slightly ahead of the same period last year. Demand for these products increased following the Lunar New Year holiday, at a time when Bel was experiencing labor shortages. While the Company has made progress in expanding its workforce in the PRCCompany’s module product line continued to accommodate the increased demand for magnetic products, there continue to be some labor shortages. Backlog for Bel’s magnetics product group increased by approximately $11.9 million by the end of the second quarter of 2012 from $17.8 million at December 31, 2011. Module sales were downdecline in the first half of ~~2012 compared to the same period last year,~~2013 due to ~~a decrease in~~reduced order volume of one customer, ~~demand during 2012.~~partially offset by higher sales of DC-DC and AC-DC module products.

The Company’s cost of sales as a percentage of consolidated net sales for the three and six months ended June 30, ~~2012~~2013 and ~~2011~~2012 was comprised of the following:

~~The most significant factor contributing to the increase in cost of sales~~While overall material costs as a percentage of sales ~~relates~~remained relatively flat in 2013 as compared to 2012, this was the net result of two offsetting factors. The Company experienced operational inefficiencies and other start-up costs (which are now essentially complete) at the new manufacturing facility in Texas, which resulted in high material costs at the Texas facility related to third-party purchases, at premium prices, of machined parts. There were also high volumes of scrap, rejected materials and expedited freight costs at the Cinch factory during the first half of 2013. These additional material costs were partially offset by the reduction in sales of module products, which have a higher ~~labor~~material content than Bel’s other product lines. Labor costs as a percentage of sales were lower in the first half of 2013 as compared to the same period of 2012, as the Company incurred excessive recruiting, training and overtime costs following the 2012 Lunar New Year holiday in Asia, ~~during 2012, as discussed~~which did not recur in ~~“Trends Affecting our Business” above.~~2013. The increase in other expenses noted in the table above primarily relates to higher overhead costs at certain of the manufacturing facilities. At the PRC factories, increases in subcontracting expenses, rent and utilities contributed to higher overhead costs. Cinch’s factory in Vinita, Oklahoma experienced higher overhead costs related to repairs and maintenance, utilities and training. These increases in cost of sales as a percentage of sales for the six months ended June 30, 2013 as compared to the same period of 2012 primarily related to the inclusion of support labor and fringe costs of the 2012 Acquired Companies during the first six months of 2013, and duplication of indirect labor costs during the transition of Cinch operations from Vinita, Oklahoma to McAllen, Texas, primarily during the first quarter of 2013. These increases in other expenses in 2013 were partially offset by a reduction in ~~material~~support labor and fringe costs ~~as a percentage of sales. As the Company’s module product line has high material content, the reduction~~at other Bel locations due to restructuring actions that took place in ~~module sales during the first half of 2012 resulted in a lower percentage of material costs as compared to the first half of 2011.~~2012.

Included in cost of sales are research and development (R&D) expenses of ~~$3.1~~$3.8 million and ~~$2.9~~$3.1 million for the three-month periods ended June 30, ~~2012~~2013 and ~~2011,~~2012, respectively and ~~$6.3~~$6.7 million and ~~$5.9~~$6.3 million for the six-month periods ended June 30, ~~2012~~2013 and ~~2011,~~2012, respectively. The majority of the increase relates to the inclusion of ~~GigaCom~~TRP R&D expenses as well as those of the 2012 Acquired Companies, which have been included in Bel’s results since ~~its~~their respective acquisition in March 2012. The Company also incurred expenses during the first quarter of 2012 related to the relocation of Bel’s European R&D headquarters for integrated modules to a new high-technology center in Maidstone, England.dates.

Selling, General and Administrative ~~Expense~~Expenses (“SG&A”)

The dollar amount of SG&A ~~expense~~expenses was ~~$0.9~~$2.6 million ~~lower~~higher during the three months ended June 30, ~~2012~~2013 as compared to the same period of ~~2011.~~2012. The ~~decrease~~increase primarily related to the inclusion of SG&A expenses of TRP and the 2012 Acquired Companies, which totaled $1.6 million during the second quarter of 2013, a ~~$0.7~~$0.4 million ~~reduction~~increase in legal and professional fees, ~~in the second quarter~~additional freight charges of 2012. There was heightened legal activity in the second quarter of 2011 due to the SynQor and Halo lawsuits. As these lawsuits were largely resolved by the end of 2011, associated legal costs were significantly lower in 2012. Other variances in overall SG&A expense include a $0.1$0.3 million ~~reduction in bad debt expense~~ and a ~~$0.1~~$0.3 million ~~decrease~~increase in ~~acquisition-related costs.~~incentive compensation.

For the six months ended June 30, ~~2012,~~2013, the dollar amount of SG&A expense was ~~$2.2~~$4.1 million ~~lower~~higher as compared to the same period of ~~2011. The decrease primarily~~2012. Of this increase, $2.3 million related to the inclusion of SG&A expenses of TRP and the 2012 Acquired Companies. Other factors contributing to the increase included a ~~$1.3~~$0.6 million ~~reduction~~increase in legal and professional fees, $0.5 million of higher acquisition-related costs, an increase in ~~the first half~~freight charges of ~~2012, as discussed above. Other variances~~$0.5 million and an increase in ~~overall SG&A expense include a $0.2~~incentive compensation of $0.4 million, ~~reduction in bad debt expense,~~partially offset by a $0.2 million decrease in ~~commissions~~salaries and fringe cost as a result of ~~lower sales, a $0.2 million decrease in acquisition-related costs and a $0.1 million increase in~~ the ~~cash surrender value of the Company’s COLI (corporate-owned life insurance) policies.~~

~~Litigation Charges~~

During the three and six months ended June 30, 2011, the Company recorded a $2.6 million litigation charge related to its lawsuit with Halo and an additional litigation charge of $0.6 million related to the SynQor lawsuit, as further described in Item 3, “Legal Proceedings” in the Company’s 2011 Annual Report on Form 10-K.2012 restructuring efforts.

Restructuring ~~Charge~~Charges

The Company recorded restructuring charges of $0.2 million and $0.4 million during the three and six months ended June 30, 2012, ~~respectively. See “2012 Restructuring Program” below for further discussion.~~

~~Impairment~~respectively, related to the 2012 restructuring program. During 2013, the Company implemented additional reductions in workforce, resulting in restructuring charges of ~~Investment~~

~~During~~$1.3 million and $1.4 million during the three and six months ended June 30, ~~2012, the Company recorded an other-than-temporary impairment charge of $0.5 million related to its remaining investment in Pulse Electronics (“Pulse”) common stock.~~

~~Gain on Sale of Investment~~

~~During the three and six months ended June 30, 2011, the Company recorded a $0.1 million gain on the sale of a portion of its investment in Pulse common stock.~~2013, respectively.

Provision (Benefit) for Income Taxes

The Company’s effective tax rate will fluctuate based on the geographic segment in which the pretax profits are earned. Of the geographic segments in which the Company operates, the U.S. has the highest tax rates; Europe’s tax rates are generally lower than U.S. tax rates; and Asia has the lowest tax rates of the Company’s three geographical segments.

The provision for income taxes for the three months ended June 30, ~~2012~~2013 was ~~$0.5~~$0.2 million compared to ~~$0.9~~$0.5 million for the three months ended June 30, ~~2011.~~2012. The Company’s earnings before income taxes for the three months ended June 30, ~~2012 were~~2013 are approximately ~~$1.6~~$0.6 million higher than the same period in ~~2011.~~2012. The Company’s effective tax rate, the income tax provision as a percentage of earnings before provision for income taxes, was ~~25.4%~~7.2% and ~~254.3%~~25.4% for the three-month periods ended June 30, ~~2012~~2013 and ~~2011,~~2012, respectively. The ~~decrease~~change in the effective tax rate during the three months ended June 30, ~~2012~~2013 compared to the second quarter of 2012 is primarily attributed to the increase in the Asia segment profitability. This was offset in part by a loss in the North America segment for the three months ended June, 30, ~~2011 is primarily attributable to lower pretax profit in the North America segment, a pretax loss in the European segment~~2013 compared to a pretax profit for the same period in the second quarter of 2011 and a profit in the Asia segment compared to a loss in the second quarter of 2011, which was principally attributable to litigation charges in the second quarter of 2011 with minimal tax benefit.2012.

The (benefit) provision for income taxes for the six months ended June 30, ~~2012 and 2011~~2013 was ($0.6) million compared to $1.1 million ~~and $2.0 million, respectively.~~for the six months ended June 30, 2012. The ~~Company's~~Company’s earnings before income taxes for the six months ended June 30, ~~2012 were~~2013 are approximately ~~$1.2~~$2.2 million lower than the same period in ~~2011.~~2012. The Company’s effective tax rate was ~~32.6%~~(51.4%) and ~~42.6%~~32.6% for the ~~six months~~six-month periods ended June 30, ~~2012~~2013 and ~~June 30, 2011,~~2012, respectively. The ~~decrease~~change in the effective tax rate during the six months ended June 30, 2013 compared to the same period of 2012 is primarily ~~attributable~~attributed to ~~lower pretax earnings~~the recognition under the new tax law, ATRA, of $0.4 million in R&E credit, related to the year ended December 31, 2012, which the Company recognized during the first quarter of 2013. In addition, the Company incurred a loss in the North America ~~and European segments. This~~segment for the six months ended June 30, 2013 compared to a pretax profit for the same period in 2012, which was partially offset ~~in part,~~ by the ~~reversal of a portion of the liability for uncertain tax positions related to the IRS audit discussed~~ increase in ~~Note 7. “Income Taxes” included in Part I, Item 1. “Financial Statements (unaudited)”. Additionally,~~ the Asia segment ~~incurred litigation charges in the second quarter of 2011 with minimal tax benefit.~~pretax profit.

Liquidity and Capital Resources

Historically, the Company has financed its capital expenditures primarily through cash flows from operating activities and has financed acquisitions ~~both~~ through cash flows from operating activities, borrowings, and ~~borrowings.~~the issuance of Bel Fuse Inc. common stock. Management believes that the cash flow from operations after payments of dividends combined with its existing capital base and the Company’s available line of credit will be sufficient to fund its operations for at least the next twelve months. Such statement constitutes a Forward-Looking Statement. Factors which could cause the Company to require additional capital include, among other things, a softening in the demand for the Company’s existing products, an inability to respond to customer demand for new products, potential acquisitions (as discussed below) requiring substantial capital, future expansion of the Company’s operations and net losses that would result in net cash being used in operating, investing and/or financing activities which result in net decreases in cash and cash equivalents. Net losses may impact availability under our credit facility and preclude the Company from raising debt or equity financing in the capital markets on affordable terms or otherwise.

At June 30, 2012 and December 31, 2011, $32.6 million and $40.2 million, respectively, of cash and cash equivalents was held by foreign subsidiaries of the Company. Management’s intention is to permanently reinvest the majority of these funds outside the U.S. and there are no current plans that would indicate a need to repatriate them to fund the Company’s U.S. operations. In the event these funds were needed for Bel’s U.S. operations, the Company would be required to accrue and pay U.S. taxes to repatriate these funds.

The Company has an unsecured credit agreement in the amount of $30 million, which expires on June 30, 2014. There have not been any borrowings under the credit agreement during ~~2012~~2013 or ~~2011~~2012 and, as ~~such,~~a result, there was no balance outstanding as of June 30, ~~2012~~2013 or December 31, ~~2011. At those dates, the entire $30 million line of credit was available to the Company to borrow.~~2012. The credit agreement bears interest at LIBOR plus 0.75% to 1.25% based on certain financial statement ratios maintained by the Company. ~~The~~As a result of the Company’s recent acquisitions, which resulted in a lower cash balance and increased intangible assets, the Company ishas not been in compliance with its tangible net worth debt ~~covenants as~~covenant since the third quarter of ~~June 30,~~ 2012.

~~2012 Restructuring Program~~

~~During 2012, the Company identified~~ The lender has provided a ~~series~~waiver for this event of initiatives aimed at streamlining operations, reducing overhead costs, and improving Bel’s overall profitability (the “Program”). In relation to the restructuring steps identified to date, the Company anticipates the total costs associated with the overall Program to be approximately $4.6 million, with anticipated annualized savings of $4.2 million once the Program is fully implemented. Management is still in the process of evaluating certain areas and additional initiatives as well as the related estimated costs and savings will be added to the Program as they are identified. The Company has recorded $0.2 million and $0.4 million during the three and six months ended June 30, 2012, respectively, related to the Program. The anticipated amount of annualized savings from the Program represents a Forward-Looking Statement.

On July 12, 2012, as part of the Program, Bel announced that it will close its Cinch North American manufacturing facility in Vinita, Oklahoma by year end, and move the operation to a new facility in McAllen, Texas. The new facility is just across the Mexican border from Bel’s existing Reynosa factory, where some of the processes for many of the Vinita parts are currently performed. Management believes that having the facilities closer together will lower transportation and logistics costs, as well as reduce lead times for customers. In May 2012, the Company entered into a new facility lease in McAllen, Texas in conjunction with this transition. The Company’s overall commitment under the terms of the lease is approximately $1.9 million, and will be incurred over the term of the lease, which is expected to commence in September 2012 and is due to expire in March 2023. The estimated costs associated with the transition out of Vinita, Oklahoma account for $4.3 million of the total costs noted above and include estimated severance costs related to the 120+ people currently employed at the Vinita facility, as well as transportation costs and, depending upon the manner of disposition of assets in Vinita which has not yet been determined, impairment charges of up to $1.1 million related to property, plant and equipment at the Vinita facility. Management anticipates annualized savings of $3.3 million related to the Vinita portion of the Program.

Actual savings from the Program in general and the relocation from Vinita could materially differ from the amounts that the Company has projected, due principally to uncertainties associated with modifying existing approaches to operations.

~~Return to Index~~

~~Acquisitions~~default.

On March ~~9, 2012,~~29, 2013, the Company completed its acquisition of ~~100%~~TRP for $22.4 million in cash and additional consideration including the assumption of $0.1 million in liabilities and the grant of a license to TE related to three of the ~~issued and outstanding capital stock~~Company’s patents. During the second quarter of GigaCom Interconnect with a cash payment of £1.7 million (approximately $2.7 million). GigaCom Interconnect, located in Gothenburg, Sweden, is a supplier of expanded beam fiber optic technology and a participant in the development of next-generation commercial aircraft components. GigaCom Interconnect has become part of Bel’s Cinch business. Management believes that GigaCom’s offering of expanded beam fiber optic products, which are replacing traditional copper-based components due to their superior performance, reliability and lighter weight, will enhance Cinch’s position within the growing aerospace and military markets.

~~On July 31, 2012,~~2013, the Company ~~consummated its acquisition~~paid an additional $6.8 million in consideration to TE related to a working capital adjustment and $0.8 million remains accrued at June 30, 2013. Transpower Technology (HK) Limited is the sole shareholder of ~~100% of the issued and outstanding capital stock of Fibreco~~Dongguan Transpower Electronic Products Co., Ltd. ~~(“Fibreco”) with a cash payment of £8.8 million (approximately $13.9 million). Fibreco,~~, located in the ~~United Kingdom, is a supplier~~People's Republic of a broad range of expanded beam fiber optic components for use in military communications, outside broadcast and offshore exploration applications. Fibreco will become part of Bel’s interconnect product group under the Cinch Connector business. Management believes that the addition of Fibreco’s fiber optic-based product line to Cinch’s broad range of copper-based products will increase Cinch’s presence in emerging fiber applications within the military, aerospace and industrial markets. In addition, management believes the acquisition provides access to a range of customers for the recently acquired GigaCom Interconnect EBOSA® product.

China. The ~~Company is actively pursuing additional acquisition candidates, including an acquisition larger in size than the recent acquisitions discussed above.~~

~~Stock Buyback Program~~

~~In July 2012, the~~ Company’s ~~Board of Directors authorized the repurchase, from time to time, of up to $10 million~~purchase of the ~~Company’s outstanding Class B common shares in open market, privately negotiated or block transactions at~~Transpower magnetics business consisted of the ~~discretion~~ICM family of ~~Bel’s management.~~products, including RJ45, 10/100 Gigabit, 10G, PoE/PoE+, MRJ21 and RJ.5, a line of modules for smart-grid applications and discrete magnetics.

Cash Flows

During the six months ended June 30, ~~2012,~~2013, the Company’s cash and cash equivalents decreased by ~~$6.4~~$32.7 million. This resulted primarily from a ~~$2.7~~$20.9 million net cash payment for the acquisition of ~~GigaCom, $2.3~~TRP, $3.1 million paid for the purchase of property, plant and equipment, ~~and $1.6~~$1.5 million for payments of dividends, ~~offset by $0.2~~$3.4 million ~~provided by~~for the repurchase of 178,643 shares of the Company’s Class B common stock, and $3.9 million used in operating activities. As compared to the six months ended June 30, ~~2011,~~2012, cash provided by operating activities decreased by ~~$16.6~~$4.1 million. During the six months ended June 30, ~~2012,~~2013, accounts receivable increased by ~~$4.4~~$7.9 million primarily due to ~~a $4.6 million~~the addition of third party receivables at TRP, which replaced intercompany receivables collected from TRP’s pre-acquisition affiliates. TRP’s third party receivables are higher than their formerly-intercompany receivables due to higher gross margin and longer payment terms on third party sales. The longer payment terms in TRP customer contracts acquired from the seller led to an increase in overall days sales outstanding (DSO), Management intends to bring TRP payment terms in line with those of Bel’s existing customer base during the second quarter of 2012 as compared to fourth quarter 2011 sales. This compares to a decrease in accounts receivable of $4.3 million during the first half of 2011, accounting for $8.7 million of the reduction in cash providedcontract renewals. Inventories increased by operations during the first half of 2012 as compared to 2011. In addition, the Company experienced a $4.2 million increase in inventory levels during the six months ended June 30, 2012 related to heightened demand for certain products, as compared to decrease in inventory of $1.0$4.9 million during the six months ended June 30, ~~2011.~~2013 primarily due to the implementation of a new stocking program, whereby certain of Bel’s customers now have quicker access to commonly-ordered parts. The level of raw materials has also increased since December 31, 2012, as the Company has been building up stocks of long-lead-time materials in order to lower lead times to customers.

Cash and cash equivalents, marketable securities and accounts receivable comprised approximately ~~46.7%~~34.8% and ~~48.0%~~41.5% of the Company’s total assets at June 30, ~~2012~~2013 and December 31, ~~2011,~~2012, respectively. The Company’s current ratio (i.e., the ratio of current assets to current liabilities) was ~~4.8~~3.1 to 1 and ~~4.9~~4.1 to 1 at June 30, ~~2012~~2013 and December 31, ~~2011,~~2012, respectively.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk primarily from changes in foreign currency exchange ~~rates. Historically, fluctuations of the U.S. Dollar against other major currencies~~rates and there have not ~~significantly affected~~been any material changes with regard to market risk during the Company’s foreign operations as most sales have been denominated in U.S. Dollars or currencies directly or indirectly linked to the U.S. Dollar. Most significant expenses, including raw materials, labor and manufacturing expenses, are incurred primarily in U.S. Dollars or the Chinese Renminbi, and to a lesser extent in British Pounds and Mexican Pesos. The Chinese Renminbi appreciated by approximately 3.5% in the first six months ~~of 2012 as compared to the same period of 2011. Future appreciation of the Renminbi would result in the Company’s incurring higher costs for all expenses incurred in the PRC.~~ended June 30, 2013. Refer to Item 7A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011~~2012 for further discussion of market risks.

~~Return to Index~~

Item 44.. Controls and Procedures

Disclosure controls and procedures: As of the end of the Company’s most recently completed fiscal quarter covered by this report, the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer and Vice President of Finance, of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based on that evaluation, the Company’s Chief Executive Officer and Vice President of Finance concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

Return to Index

Changes in internal controls over financial reporting: There were no significant changes in the Company’s internal controls over financial reporting that occurred during the Company’s last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. Other Information

Item 1. Legal Proceedings

The information called for by this Item is incorporated herein by reference to Note 11. “Legal Proceedings” included in Part I, Item 1. “Financial Statements (unaudited).”

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

In July 2012, Bel’s Board of Directors approved a share buyback program whereby the Company was authorized to repurchase up to $10 million of the Company’s Class B common stock. In connection with the program, the Company repurchased and retired a total of 547,366 shares of the Company’s Class B common stock at an aggregate purchase price of $10.0 million by the end of the first quarter of 2013. This completed the share buyback program approved by the Board in 2012. There were no repurchases of Company stock during the second quarter of 2013.

2326

Return to Index

Item 6. Exhibits

(a) ~~Exhibits:~~Exhibits:

31.1*	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*	Certification of the Vice President of Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**	Certification of the Vice President of Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS***	XBRL Instance Document

101.SCH***	XBRL Taxonomy Extension Schema Document

101.CAL***	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF***	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB***	XBRL Taxonomy Extension Label Linkbase Document

101.PRE***	XBRL Taxonomy Extension Presentation Linkbase Document

** Submitted herewith.

*** XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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 thereunto duly authorized.

	BEL FUSE INC.
August ~~6, 2012~~7, 2013
By:	~~/s/~~/s/ Daniel Bernstein
	Daniel Bernstein
	President and Chief Executive Officer

By:	~~/s/~~/s/ Colin Dunn
	Colin Dunn
	Vice President of Finance and Secretary

Exhibit 31.1* - Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2* - Certification of the Vice President of Finance pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1** - Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2** - Certification of the Vice President of Finance pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.INS*** – XBRL Instance Document

Exhibit 101.SCH*** – XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL*** – XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF*** – XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB*** – XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE*** – XBRL Taxonomy Extension Presentation Linkbase Document

** Submitted herewith.

NEW JERSEY		22-1463699
(State of incorporation)		(I.R.S. Employer Identification No.)

Title of Each Class	Number of Shares of Common Stock Outstanding as of August 1, ~~2012~~2013
Class A Common Stock ($0.10 par value)		2,174,912
Class B Common Stock ($0.10 par value)		~~9,725,543~~9,234,927

BEL FUSE INC.

INDEX

			Page
Part I		Financial Information

	Item 1.	Financial Statements (unaudited)	1

		Condensed Consolidated Balance Sheets as of June 30, ~~2012~~2013
		and December 31, ~~2011~~2012 (unaudited)	2

		Condensed Consolidated Statements of Operations for the Three and Six
		Months Ended June 30, ~~2012~~2013 and ~~2011~~2012 (unaudited)	3

		Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ for
		the Three and Six Months Ended June 30, ~~2012~~2013 and ~~2011~~2012 (unaudited)	4

		Condensed Consolidated Statements of Cash Flows for the Six
		Months Ended June 30, ~~2012~~2013 and ~~2011~~2012 (unaudited)	5

		Notes to Condensed Consolidated Financial Statements (unaudited)	7 - 1418

	Item 2.	Management's Discussion and Analysis of
		Financial Condition and Results of Operations	1519 - 2225

	Item 3.	Quantitative and Qualitative Disclosures About
		Market Risk	2225

	Item 4.	Controls and Procedures	2325

Part II		Other Information

	Item 1.	Legal Proceedings	2326

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

	Item 6.	Exhibits	2427

	Signatures		2528

BEL FUSE INC. AND SUBSIDIARIES	BEL FUSE INC. AND SUBSIDIARIES							BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS	CONDENSED CONSOLIDATED BALANCE SHEETS							CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except share and per share data)	(dollars in thousands, except share and per share data)							(dollars in thousands, except share and per share data)
(Unaudited)	(Unaudited)							(Unaudited)

		June 30,			December 31,				June 30,			December 31,
		2012			2011				2013			2012
ASSETS
Current Assets:
Cash and cash equivalents		$	81,829		$	88,241			$	38,599		$	71,262
Marketable securities			5,534			5,731
Accounts receivable - less allowance for doubtful accounts of $698
and $771 at June 30, 2012 and December 31, 2011, respectively			43,539			39,107
Accounts receivable - less allowance for doubtful accounts of $1,110
and $743 at June 30, 2013 and December 31, 2012, respectively										62,167			43,086
Inventories			57,564			53,361				66,604			54,924
Restricted cash, current			12,992			12,991
Restricted cash										12,993			12,993
Prepaid expenses and other current assets			5,191			4,092				6,354			4,482
Refundable income taxes			1,382			2,871				3,441			2,955
Deferred income taxes			1,520			1,295				2,827			1,437
Total Current Assets			209,551			207,689				192,985			191,139

Property, plant and equipment - net			37,656			39,414				38,268			34,988
Deferred income taxes			3,358			2,814				3,614			1,404
Intangible assets - net			10,712			10,877				19,710			20,949
Goodwill			6,604			4,163				22,231			14,218
Other assets			12,265			11,954				12,608			12,510
TOTAL ASSETS		$	280,146		$	276,911			$	289,416		$	275,208

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		$	19,721		$	18,459			$	29,934		$	18,862
Accrued expenses			23,151			22,936				29,746			25,360
Accrued restructuring costs										1,191			122
Notes payable										349			205
Income taxes payable			181			224				1,193			1,040
Dividends payable			857			806				823			799
Total Current Liabilities			43,910			42,425				63,236			46,388

Long-term Liabilities:
Liability for uncertain tax positions			3,977			4,132				2,175			2,161
Minimum pension obligation and unfunded pension liability			9,702			9,274				11,713			11,045
Other long-term liabilities										258			233
Total Long-term Liabilities			13,679			13,406				14,146			13,439
Total Liabilities			57,589			55,831				77,382			59,827

Commitments and Contingencies

Stockholders' Equity:
Preferred stock, no par value, 1,000,000 shares authorized; none issued			-			-				-			-
Class A common stock, par value $.10 per share, 10,000,000 shares
authorized; 2,174,912 shares outstanding at each date (net of
1,072,769 treasury shares)			217			217				217			217
Class B common stock, par value $.10 per share, 30,000,000 shares
authorized; 9,725,543 and 9,635,643 shares outstanding, respectively
authorized; 9,235,727 and 9,372,170 shares outstanding, respectively
(net of 3,218,307 treasury shares)			973			964				924			937
Additional paid-in capital			26,214			25,420				17,978			20,452
Retained earnings			196,752			196,029				195,550			195,202
Accumulated other comprehensive loss			(1,599	)		(1,550	)			(2,635	)		(1,427	)
Total Stockholders' Equity			222,557			221,080				212,034			215,381
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	280,146		$	276,911			$	289,416		$	275,208


See notes to unaudited condensed consolidated financial statements.	See notes to unaudited condensed consolidated financial statements.							See notes to unaudited condensed consolidated financial statements.

BEL FUSE INC. AND SUBSIDIARIES	BEL FUSE INC. AND SUBSIDIARIES							BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS							CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)	(dollars in thousands)							(dollars in thousands)
(Unaudited)	(Unaudited)							(Unaudited)
		Six Months Ended							Six Months Ended
		June 30,							June 30,
		2012			2011				2013			2012
Cash flows from operating activities:
Net earnings		$	2,339		$	2,670			$	1,884		$	2,313
Adjustments to reconcile net earnings to net
cash provided by operating activities:
cash (used in) provided by operating activities:
Depreciation and amortization			4,235			4,277				4,871			4,270
Stock-based compensation			897			817				934			897
Loss on disposal of property, plant and equipment			110			-
(Gain) loss on disposal of property, plant and equipment										(13	)		110
Impairment of investment			478			-				-			478
Gain on sale of investment			-			(119	)
Other, net			449			291				471			449
Deferred income taxes			(1,021	)		(509	)			(958	)		(1,030	)
Changes in operating assets and liabilities (see page 6)			(7,258	)		9,447				(11,050	)		(7,258	)
Net Cash Provided by Operating Activities			229			16,874
Net Cash (Used in) Provided by Operating Activities										(3,861	)		229

Cash flows from investing activities:
Purchase of property, plant and equipment			(2,296	)		(1,383	)			(3,088	)		(2,296	)
Payment for acquisition, net of cash acquired (see page 6)										(20,932	)		(2,695	)
Purchase of marketable securities			(12	)		(5,111	)			-			(12	)
Payment for business acquisition			(2,695	)		-
Proceeds from disposal of property, plant and equipment			5			18				13			5
Proceeds from sale of marketable securities			-			433
Cash transferred from restricted cash			-			162
Net Cash Used in Investing Activities			(4,998	)		(5,881	)			(24,007	)		(4,998	)

Cash flows from financing activities:
Dividends paid to common shareholders			(1,565	)		(1,556	)			(1,512	)		(1,565	)
Increase in notes payable										149			-
Purchase and retirement of Class B common stock										(3,356	)		-
Net Cash Used In Financing Activities			(1,565	)		(1,556	)			(4,719	)		(1,565	)

Effect of exchange rate changes on cash			(78	)		247				(76	)		(78	)

Net (Decrease) Increase in Cash and Cash Equivalents			(6,412	)		9,684
Net Decrease in Cash and Cash Equivalents										(32,663	)		(6,412	)
Cash and Cash Equivalents - beginning of period			88,241			83,829				71,262			88,241
Cash and Cash Equivalents - end of period		$	81,829		$	93,513			$	38,599		$	81,829

(Continued)	(Continued)							(Continued)
See notes to unaudited condensed consolidated financial statements.	See notes to unaudited condensed consolidated financial statements.							See notes to unaudited condensed consolidated financial statements.

					Measurement
					Period			March 29, 2013
	March 29, 2013				Adjustments			(As adjusted)
Cash	$	8,388			$	-		$	8,388
Accounts receivable		11,580				(39	)		11,541
Inventories		6,258		(a)		707			6,965
Other current assets		1,953				-			1,953
Property, plant and equipment		4,693		(b)		(165	)		4,528
Intangible assets		-		(c)		-			-
Other assets		1,151				-			1,151
Total identifiable assets		34,023				503			34,526

Accounts payable		(8,565	)			-			(8,565	)
Accrued expenses		(4,003	)			(21	)		(4,024	)
Other current liabilities		(25	)			1			(24	)
Total liabilities assumed		(12,593	)			(20	)		(12,613	)
Net identifiable assets acquired		21,430				483			21,913
Goodwill		8,278		(d)		(85	)		8,193
Net assets acquired	$	29,708			$	398		$	30,106


Cash paid	$	22,400			$	6,920		$	29,320
Assumption of severance payment		109				(109	)		-
Fair value of grant of license		-		(e)		-			-
Fair value of consideration transferred		22,509				6,811			29,320
Deferred consideration		7,199		(f)		(6,413	)		786
Total consideration paid/payable	$	29,708			$	398		$	30,106

													Measurement			Acquisition-Date
				Measurement						Acquisition-Date			Period			Fair Values
				Period			March 9, 2012			Fair Values			Adjustments			(As adjusted)
	March 9, 2012			Adjustments			(As adjusted)
Cash and cash equivalents										$	2,991		$	-		$	2,991
Accounts receivable	$	47		$	-		$	47			3,750			3			3,753
Inventories		79			-			79			1,061			(16	)		1,045
Other current assets		22			-			22			90			-			90
Property, plant and equipment		33			-			33			502			248			750
Intangible assets		-			-			-			30			10,358			10,388
Total identifiable assets		181			-			181			8,424			10,593			19,017

Accrued expenses and other current liabilities		(24	)		-			(24	)
Accounts payable											(1,702	)		-			(1,702	)
Accrued expenses											(1,736	)		-			(1,736	)
Notes payable											(216	)		-			(216	)
Income taxes payable											(264	)		(60	)		(324	)
Deferred income tax liability, current											(70	)		-			(70	)
Deferred income tax liability, noncurrent											-			(2,297	)		(2,297	)
Other long-term liabilities											(216	)		-			(216	)
Total liabilities assumed		(24	)		-			(24	)		(4,204	)		(2,357	)		(6,561	)
Net identifiable assets acquired		157			-			157			4,220			8,236			12,456
Goodwill		2,577			-			2,577			17,965			(8,020	)		9,945
Net assets acquired	$	2,734		$	-		$	2,734		$	22,185		$	216		$	22,401


Cash paid	$	2,687			8		$	2,695		$	22,138			263		$	22,401
Deferred consideration		47			(8	)		39			47			(47	)		-
Fair value of consideration transferred	$	2,734		$	-		$	2,734		$	22,185		$	216		$	22,401

			Assets at Fair Value Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of June 30, 2012
Available-for-sale securities:
Investments held in Rabbi Trust	$	5,845	$	5,845	$	-	$	-
Marketable securities:
Publicly-traded equity securities		510		510		-		-
Fixed income securities		5,024		-		5,024		-

Total	$	11,379	$	6,355	$	5,024	$	-

As of December 31, 2011
Available-for-sale securities:
Investments held in Rabbi Trust	$	5,786	$	5,786	$	-	$	-
Marketable securities:
Publicly-traded equity securities		727		727		-		-
Fixed income securities		5,004		-		5,004		-

Total	$	11,517	$	6,513	$	5,004	$	-

	Percentage of Net Sales				Percentage of Net Sales
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2012		2011		2012		2011

Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	83.4		82.6		83.7		81.4
Selling, general and administrative ("SG&A") expense	13.0		13.2		13.2		13.6
Restructuring charge	0.3		-		0.3		-
Litigation charges	-		4.1		-		2.1
Loss on disposal of property, plant and equipment	0.1		-		0.1		-
Impairment of investment	(0.7)		-		(0.3)		-
Gain on sale of investment	-		0.2		-		0.1
Interest income and other, net	0.1		0.1		0.1		0.1
Earnings before provision for income taxes	2.7		0.5		2.5		3.1
Provision for income taxes	0.7		1.2		0.8		1.3
Net earnings (loss)	2.0		(0.7)		1.7		1.8

	Three Months Ended						Six Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						June 30,						June 30,
	2012			2011			2012			2011			2013			2012			2013			2012
Total segment sales:
North America	$	35,455		$	39,088		$	71,980		$	75,353		$	32,301		$	35,455		$	61,523		$	71,980
Asia		43,795			48,100			78,642			90,137			64,036			43,795			96,760			78,642
Europe		7,227			9,061			15,217			18,165			10,591			7,227			20,716			15,217
Total segment sales		86,477			96,249			165,839			183,655			106,928			86,477			178,999			165,839
Reconciling item:
Intersegment sales		(13,255	)		(17,076	)		(27,056	)		(33,079	)		(12,947	)		(13,255	)		(21,990	)		(27,056	)
Net sales	$	73,222		$	79,173		$	138,783		$	150,576		$	93,981		$	73,222		$	157,009		$	138,783

Income (loss) from operations:
North America	$	1,953		$	2,584		$	4,263		$	4,276		$	(2,012	)	$	1,953		$	(3,495	)	$	4,263
Asia		523			(3,017	)		(1,039	)		(1,129	)		4,642			523			3,977			(1,039	)
Europe		(113	)		593			573			1,227			(82	)		(143	)		659			538
	$	2,363		$	160		$	3,797		$	4,374		$	2,548		$	2,333		$	1,141		$	3,762