UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

(MARK ONE)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended September 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

_____________________

BEL FUSE INC.

206 Van Vorst Street

Jersey City, NJ 07302

(201) 432-0463

(Address of principal executive offices and zip code)

(Registrant’s telephone number, including area code)

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

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]

Title of Each Class	Number of Shares of Common Stock Outstanding as of November 1, ~~2012~~2013
Class A Common Stock ($0.10 par value)		2,174,912
Class B Common Stock ($0.10 par value)	~~9,518,216~~	9,223,927

BEL FUSE INC.

INDEX

			Page
Part I		Financial Information

	Item 1.	Financial Statements (unaudited)	1

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

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

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

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

		Notes to Condensed Consolidated Financial Statements (unaudited)	7 - 1719

	Item 2.	Management's Discussion and Analysis of
		Financial Condition and Results of Operations	1820 - 2627

	Item 3.	Quantitative and Qualitative Disclosures About
		Market Risk	2627

	Item 4.	Controls and Procedures	2627

Part II		Other Information

	Item 1.	Legal Proceedings	27

	Item ~~1A.~~	~~Risk Factors~~	27

	~~Item~~ 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2827

	Item 6.	Exhibits	2928

	Signatures		3029

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PART I. Financial Information

Item 1. Financial Statements (Unaudited)

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 nine months ended September 30, ~~2012~~2013 are not necessarily indicative of the results for the entire fiscal year or for any other period.

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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)

		September 30,			December 31,				September 30,			December 31,
		2012			2011				2013			2012
ASSETS
Current Assets:
Cash and cash equivalents		$	69,525		$	88,241			$	46,920		$	71,262
Marketable securities			5,248			5,731
Accounts receivable - less allowance for doubtful accounts of $672
and $771 at September 30, 2012 and December 31, 2011, respectively			46,537			39,107
Accounts receivable - less allowance for doubtful accounts of $968
and $743 at September 30, 2013 and December 31, 2012, respectively										68,666			42,865
Inventories			56,265			53,361				71,779			54,924
Restricted cash, current			12,993			12,991
Restricted cash										12,994			12,993
Prepaid expenses and other current assets			4,869			4,092				6,884			4,482
Refundable income taxes			1,653			2,871				3,456			2,955
Deferred income taxes			2,136			1,295				2,838			1,437
Total Current Assets			199,226			207,689				213,537			190,918

Property, plant and equipment - net			37,237			39,414				40,338			35,002
Deferred income taxes			3,083			2,814				1,591			1,403
Intangible assets - net			10,727			10,877				22,700			22,191
Goodwill			22,279			4,163				27,222			13,559
Other assets			12,503			11,954				13,009			12,510
TOTAL ASSETS		$	285,055		$	276,911			$	318,397		$	275,583

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		$	20,522		$	18,459			$	35,244		$	18,862
Accrued expenses			25,955			22,936				32,150			25,360
Accrued restructuring costs			1,159			-				-			122
Short-term borrowings under revolving credit line										12,000			-
Notes payable			169			-				532			205
Income taxes payable			900			224				2,585			1,040
Dividends payable			883			806				851			799
Total Current Liabilities			49,588			42,425				83,362			46,388

Long-term Liabilities:
Liability for uncertain tax positions			2,113			4,132				1,218			2,161
Minimum pension obligation and unfunded pension liability			9,915			9,274				11,964			11,045
Deferred income taxes										-			394
Other long-term liabilities			220			-				512			233
Total Long-term Liabilities			12,248			13,406				13,694			13,833
Total Liabilities			61,836			55,831				97,056			60,221

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; 9,653,552 and 9,635,643 shares outstanding, respectively
authorized; 9,225,327 and 9,372,170 shares outstanding, respectively
(net of 3,218,307 treasury shares)			965			964				923			937
Additional paid-in capital			24,915			25,420				18,421			20,452
Retained earnings			198,541			196,029				202,556			195,183
Accumulated other comprehensive loss			(1,419	)		(1,550	)			(776	)		(1,427	)
Total Stockholders' Equity			223,219			221,080				221,341			215,362
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	285,055		$	276,911			$	318,397		$	275,583

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

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BEL FUSE INC. AND SUBSIDIARIES	BEL FUSE INC. AND SUBSIDIARIES												BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS												CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(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)

		Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
		September 30,						September 30,						September 30,						September 30,
		2012			2011			2012			2011			2013			2012			2013			2012

Net Sales		$	76,059		$	75,903		$	214,842		$	226,479		$	101,164		$	76,059		$	258,173		$	214,842

Costs and expenses:
Cost of sales			63,404			63,865			179,587			186,365			80,730			63,472			212,699			179,690
Selling, general and administrative			9,851			9,856			28,136			30,327			12,106			9,929			34,657			28,350
Restructuring charge			1,778			-			2,160			-
Litigation charges			-			247			26			3,471
Loss on disposal of property, plant and equipment			1			(3	)		111			4
Restructuring charges															-			1,778			1,387			2,160
			75,034			73,965			210,020			220,167			92,836			75,179			248,743			210,200

Income from operations			1,025			1,938			4,822			6,312			8,328			880			9,430			4,642

Gain on sale of investment															98			-			98			-
Impairment of investment			(297	)		-			(775	)		-			-			(297	)		-			(775	)
Gain on sale of investment			-			-			-			119
Interest expense															(67	)		-			(75	)		-
Interest income and other, net			63			120			216			281			82			63			189			216

Earnings before provision for income taxes			791			2,058			4,263			6,712
(Benefit) provision for income taxes			(1,809	)		1,046			(676	)		3,030
Earnings before provision (benefit) for income taxes															8,441			646			9,642			4,083
Provision (benefit) for income taxes															605			(1,845	)		(47	)		(721	)

Net earnings		$	2,600		$	1,012		$	4,939		$	3,682		$	7,836		$	2,491		$	9,689		$	4,804


Earnings per share:
Class A common share - basic and diluted		$	0.20		$	0.08		$	0.38		$	0.29		$	0.65		$	0.20		$	0.80		$	0.37
Class B common share - basic and diluted		$	0.22		$	0.09		$	0.42		$	0.32		$	0.69		$	0.21		$	0.86		$	0.41

Weighted-average shares outstanding:
Class A common share - basic and diluted			2,174,912			2,174,912			2,174,912			2,174,912			2,174,912			2,174,912			2,174,912			2,174,912
Class B common share - basic and diluted			9,697,097			9,643,641			9,668,785			9,584,444			9,228,731			9,697,097			9,221,032			9,668,785

Dividends paid per share:
Class A common share		$	0.06		$	0.06		$	0.18		$	0.18		$	0.06		$	0.06		$	0.18		$	0.18
Class B common share		$	0.07		$	0.07		$	0.21		$	0.21		$	0.07		$	0.07		$	0.21		$	0.21


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

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BEL FUSE INC. AND SUBSIDIARIES

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

Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011

Net earnings $ 2,600 $ 1,012 $ 4,939 $ 3,682

Other comprehensive income (loss):
Currency translation adjustment 51 (588 ) (283 ) 350
Reclassification adjustment for write-down of marketable securities
   included in net earnings, net of tax of $113 and $295, respectively 185 - 481 -
Reclassification adjustment for gain on sale of marketable securities
   included in net earnings, net of tax of $45 - - - (74 )
Unrealized holding losses on marketable securities arising during the
   period, net of taxes of ($59), ($234), ($118) and ($305), respectively (95 ) (380 ) (187 ) (499 )
Change in unfunded SERP liability, net of taxes of $18 and $53, respectively 40 - 120 -
Other comprehensive income (loss) 181 (968 ) 131 (223 )

Comprehensive income $ 2,781 $ 44 $ 5,070 $ 3,459

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						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012

Net earnings
	$	7,836		$	2,491		$	9,689		$	4,804
Other comprehensive income:
Currency translation adjustment, net of taxes of $212, $0,
($4) and $0, respectively		1,820			51			638			(283	)
Reclassification adjustment for (gain on sale) write-down of
marketable securities included in net earnings, net of tax of ($37),
$113, ($37) and $295, respectively		(61	)		185			(61	)		481
Unrealized holding losses on marketable securities arising during
the period, net of taxes of $28, ($59), $17 and ($118), respectively		46			(95	)		28			(187	)
Change in unfunded SERP liability, net of taxes of $24, $18,
$20 and $53, respectively		53			40			46			120
Other comprehensive income		1,858			181			651			131

Comprehensive income	$	9,694		$	2,672		$	10,340		$	4,935


See notes to unaudited condensed consolidated financial statements.

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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)
		Nine Months Ended							Nine Months Ended
		September 30,							September 30,
		2012			2011				2013			2012
Cash flows from operating activities:
Net earnings		$	4,939		$	3,682			$	9,689		$	4,804
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization			6,457			6,448				7,636			6,637
Stock-based compensation			1,294			1,275				1,376			1,294
Loss on disposal of property, plant and equipment			111			4				-			111
Realized gain on sale of investment										(98	)		-
Impairment of investment			775			-				-			775
Gain on sale of investment			-			(119	)
Other, net			(275	)		886				356			(275	)
Deferred income taxes			(1,501	)		180				(223	)		(1,546	)
Changes in operating assets and liabilities (see page 6)			(4,002	)		9,365				(12,675	)		(4,002	)
Net Cash Provided by Operating Activities			7,798			21,721				6,061			7,798

Cash flows from investing activities:
Purchase of property, plant and equipment			(3,374	)		(2,196	)			(5,127	)		(3,374	)
Purchase of intangible asset										(1,336	)
Payment for acquisitions, net of cash acquired (see page 6)										(30,931	)		(19,187	)
Proceeds from sale of SERP investments										2,820			-
Purchase of company-owned life insurance										(2,820	)		-
Purchase of marketable securities			(19	)		(5,128	)			-			(19	)
Payments for business acquisitions, net of cash acquired			(19,187	)		-
Proceeds from sale of property, plant and equipment			36			10
Proceeds from sale of marketable securities			-			433
Cash transferred from restricted cash			-			162
Proceeds from disposal of property, plant and equipment										-			36
Net Cash Used in Investing Activities			(22,544	)		(6,719	)			(37,394	)		(22,544	)

Cash flows from financing activities:
Dividends paid to common shareholders			(2,350	)		(2,336	)			(2,264	)		(2,350	)
Repayment of notes payable			(48	)		-
Borrowings under revolving credit line										12,000			-
Increase (decrease) in notes payable										314			(48	)
Purchase and retirement of Class B common stock			(1,705	)		-				(3,356	)		(1,705	)
Net Cash Used In Financing Activities			(4,103	)		(2,336	)
Net Cash Provided by (Used In) Financing Activities										6,694			(4,103	)

Effect of exchange rate changes on cash			133			8				297			133

Net (Decrease) Increase in Cash and Cash Equivalents			(18,716	)		12,674
Net Decrease in Cash and Cash Equivalents										(24,342	)		(18,716	)
Cash and Cash Equivalents - beginning of period			88,241			83,829				71,262			88,241
Cash and Cash Equivalents - end of period		$	69,525		$	96,503			$	46,920		$	69,525

(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.

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BEL FUSE INC. AND SUBSIDIARIES	BEL FUSE INC. AND SUBSIDIARIES							BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)							CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(dollars in thousands)	(dollars in thousands)							(dollars in thousands)
(Unaudited)	(Unaudited)							(Unaudited)
		Nine Months Ended							Nine Months Ended
		September 30,							September 30,
		2012			2011				2013			2012

Changes in operating assets and liabilities consist of:
(Increase) decrease in accounts receivable		$	(3,562	)	$	7,568
(Increase) decrease in inventories			(1,718	)		2,924
Increase in accounts receivable									$	(13,015	)	$	(3,562	)
Increase in inventories										(7,180	)		(1,718	)
Increase in prepaid expenses and other current assets			(668	)		(2,275	)			(1,483	)		(668	)
(Increase) decrease in other assets			(189	)		1
Increase (decrease) in accounts payable			288			(2,442	)
Increase in other assets										(95	)		(189	)
Increase in accounts payable										6,920			288
Increase in accrued expenses			1,174			1,330				2,640			1,174
Increase (decrease) in accrued restructuring costs			1,159			(123	)
(Decrease) increase in income taxes payable			(486	)		2,382
Increase in other liabilities										274			-
(Decrease) increase in accrued restructuring costs										(122	)		1,159
Decrease in income taxes payable										(614	)		(486	)
		$	(4,002	)	$	9,365			$	(12,675	)	$	(4,002	)

Supplementary information:
Cash paid during the period for:
Income taxes, net of refunds received		$	1,234		$	490			$	1,152		$	1,234
Interest			2			-				75			2

Details of acquisitions:
Fair value of identifiable net assets acquired		$	4,220		$	-			$	25,689		$	13,282
Goodwill			17,965			-				13,630			8,903
Fair value of net assets acquired		$	22,185		$	-			$	39,319		$	22,185

Fair value of consideration transferred		$	22,185		$	-
Less: Cash acquired in acquisitions			(2,991	)		-
Fair value of net assets acquired									$	39,319		$	22,185
Less: Cash acquired in acquisition										(8,388	)		(2,991	)
Deferred consideration			(7	)		-				-			(7	)
Cash paid for acquisitions, net of cash acquired		$	19,187		$	-			$	30,931		$	19,187
See notes to unaudited condensed consolidated financial statements.	See notes to unaudited condensed consolidated financial statements.							See notes to unaudited condensed consolidated financial statements.

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BEL FUSE INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The condensed consolidated balance sheet as of September 30, ~~2012,~~2013, and the condensed consolidated statements of operations, comprehensive income 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 nine months ended September 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.~~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 (“Transpower”) and certain other tangible and intangible assets related to the Transpower magnetics business of TE Connectivity (“TRP”). On August 20, 2013, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Array Connector Corporation (“Array”). The acquisitions of TRP and Array may hereafter be referred to collectively as either the “2013 Acquisitions” or the “2013 Acquired Companies”. 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 nine months ended September 30, 2013 and September 30, 2012 include the operating results of the acquired companies from their respective acquisition ~~date~~dates through the respective period end dates. The accompanying condensed consolidated financial statements as of December 31, 2012 and for the three and nine months ended September 30, ~~2012.~~

2012 have been restated to reflect immaterial measurement period adjustments related to the 2012 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 nine months ended September 30, ~~2012, except as noted below.~~2013. Recent accounting pronouncements adopted during ~~2012~~the first nine months of 2013 are as follows:

Accounting Standards Update ~~No. 2011-04 – Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS~~ (“~~ASU No. 2011-04”~~ASU”)

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. ASU No. 2011-04 resulted in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU No. 2011-04 also expanded the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. The Company implemented the provisions of ASU No. 2011-04 effective January 1, 2012. The adoption of the provisions of ASU No. 2011-04 did not have a material effect on the Company’s consolidated financial position, results of operations or cash flows, nor did it materially modify or expand the Company’s financial statement footnote disclosures.

~~Accounting Standards Update No. 2011-05 – Comprehensive Income (Topic 220): Presentation of Comprehensive Income (“ASU No. 2011-05”)~~

ASU No. 2011-05 amended existing guidance by allowing only two options for presenting the components of net income and other comprehensive income: (1) in a single continuous statement 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 of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendments in ASU No. 2011-05 did not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. 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 during the first quarter of 2012 by presenting herein the components of net income and other comprehensive income in two separate but consecutive financial statements.

~~Accounting Standards Update No. 2011-08 – Testing Goodwill for Impairment (Topic 350): Intangibles—Goodwill and Other (“ASU No. 2011-08”)~~

ASU No. 2011-08 updated existing guidance regarding testing of goodwill for impairment. ASU No. 2011-08 gives entities 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 value of the reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. ASU No. 2011-08 became effective during the Company’s first quarter of 2012. The adoption of this standard did not have any impact on the Company’s results of operations or financial condition.

~~Return to Index~~

~~Accounting Standards Update~~ No. 2012-02 – Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment (“ASU No. 2012-02”)

ASU No. 2012-02 amends ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, and permits an entity to first to 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 accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The ~~amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted.~~Company adopted ASU No. 2012-02 during the first quarter of 2013. The adoption of this update did not have a material effect on the Company’s condensed consolidated financial statements.

Accounting Standards Update No. 2013-02 – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU No. ~~2012-02~~2013-02”)

ASU No. 2013-02 requires disclosure of amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present either on the face of the consolidated statements of operations, or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net earnings, but only if the amount reclassified is required to be reclassified to net earnings in its entirety in the same reporting period. For amounts not ~~expected~~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. 2013-02 during the first quarter of 2013. The adoption of this update did not have a material effect on the Company’s condensed consolidated financial statements.

Accounting Standards Update No. 2013-11 – Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU No. 2013-11”)

ASU No. 2013-11 provides guidance on financial statement presentation of 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 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 same tax jurisdiction as of the reporting date. The guidance in ASU No. 2013-11 is effective for interim and annual periods beginning after December 15, 2013. The Company does not expect the adoption of this ASU to have a material impact on the Company’s ~~financial position or~~ results of ~~operations.~~operations, financial condition or cash flows.

2.	EARNINGS PER SHARE

The Company utilizes the two-class method to report its earnings per share. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed 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 per share. In computing earnings 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 ~~has~~have been allocated to Class B shares than to the Class A shares on a per share basis. Basic earnings per common share isare computed by dividing net earnings by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share, for each class of common stock, isare computed by dividing net earnings 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 nine months ended September 30, ~~2012~~2013 or ~~2011~~2012 which would have had a dilutive effect on earnings per share.

~~Return to Index~~

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

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2012		2011		2012		2011		2013		2012		2013		2012

Numerator:
Net earnings	$	2,600	$	1,012	$	4,939	$	3,682	$	7,836	$	2,491	$	9,689	$	4,804
Less Dividends:
Class A		130		130		391		391		131		130		391		392
Class B		681		670		2,036		2,003		650		681		1,925		2,036
Undistributed earnings	$	1,789	$	212	$	2,512	$	1,288	$	7,055	$	1,680	$	7,373	$	2,376

Undistributed earnings allocation - basic and diluted:
Class A undistributed earnings	$	315	$	37	$	443	$	229	$	1,293	$	296	$	1,353	$	419
Class B undistributed earnings		1,474		175		2,069		1,059		5,762		1,384		6,020		1,957
Total undistributed earnings	$	1,789	$	212	$	2,512	$	1,288	$	7,055	$	1,680	$	7,373	$	2,376

Net earnings allocation - basic and diluted:
Class A allocated earnings	$	445	$	167	$	834	$	620	$	1,424	$	426	$	1,744	$	811
Class B allocated earnings		2,155		845		4,105		3,062		6,412		2,065		7,945		3,993
Net earnings	$	2,600	$	1,012	$	4,939	$	3,682	$	7,836	$	2,491	$	9,689	$	4,804

Denominator:
Weighted-average shares outstanding:
Class A common share - basic and diluted		2,174,912		2,174,912		2,174,912		2,174,912		2,174,912		2,174,912		2,174,912		2,174,912
Class B common share - basic and diluted		9,697,097		9,643,641		9,668,785		9,584,444		9,228,731		9,697,097		9,221,032		9,668,785

Earnings per share:
Class A common share - basic and diluted	$	0.20	$	0.08	$	0.38	$	0.29	$	0.65	$	0.20	$	0.80	$	0.37
Class B common share - basic and diluted	$	0.22	$	0.09	$	0.42	$	0.32	$	0.69	$	0.21	$	0.86	$	0.41

3. ACQUISITIONS

2013 Acquisitions:

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 an additional net payment of $0.1 million was made in the third quarter of 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.

On August 20, 2013, the Company completed its acquisition of Array, a manufacturer of aerospace and mil-spec connector products based in Miami, Florida, for $10.0 million in cash. The acquisition of Array expands the Company’s portfolio of connector products that can be offered to the combined customer base, and provides an opportunity to sell other products that Bel manufactures to Array's customers.

During the three and nine months ended September 30, 2013, the Company incurred $0.1 million and $0.6 million, respectively, of acquisition-related costs associated with the 2013 Acquisitions. These costs are included in selling, general and administrative expense in the accompanying condensed consolidated statement of operations for the three and nine months ended September 30, 2013.

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

	TRP										Array			2013 Acquisitions
					Measurement			March 29,						Acquisition-Date
	March 29,				Period			2013			August 20,			Fair Values
	2013				Adjustments			(As adjusted)			2013			(As adjusted)
Cash	$	8,388			$	-		$	8,388		$	-		$	8,388
Accounts receivable		11,580				(39	)		11,541			994			12,535
Inventories		6,258		(a)		707			6,965			2,588			9,553
Other current assets		1,953				-			1,953			83			2,036
Property, plant and equipment		4,693		(b)		(165	)		4,528			2,285			6,813
Intangible assets		-		(c)		-			-			-			-
Other assets		1,151				-			1,151			84			1,235
Total identifiable assets		34,023				503			34,526			6,034			40,560

Accounts payable		(8,565	)			-			(8,565	)		(677	)		(9,242	)
Accrued expenses		(4,003	)			132			(3,871	)		(206	)		(4,077	)
Other current liabilities		(25	)			(671	)		(696	)		(214	)		(910	)
Noncurrent liabilities		-				-			-			(643	)		(643	)
Total liabilities assumed		(12,593	)			(539	)		(13,132	)		(1,740	)		(14,229	)
Net identifiable assets acquired		21,430				(36	)		21,394			4,294			25,688
Goodwill		8,278		(d)		(313	)		7,965			5,666			13,631
Net assets acquired	$	29,708			$	(349	)	$	29,359		$	9,960		$	39,319


Cash paid	$	22,400			$	6,959		$	29,359		$	9,960		$	39,319
Assumption of severance payment		109				(109	)		-			-			-
Fair value of grant of license		-		(e)		-			-			-			-
Fair value of consideration transferred		22,509				6,850			29,359			9,960			39,319
Deferred consideration		7,199		(f)		(7,199	)		-			-			-
Total consideration paid/payable	$	29,708			$	(349	)	$	29,359		$	9,960		$	39,319

(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.

3.	~~ACQUISITIONS~~

The results of operations of the 2013 Acquired Companies have been included in the Company’s consolidated financial statements for the period subsequent to their respective acquisition dates. During the three and nine months ended September 30, 2013, the 2013 Acquired Companies contributed $26.4 million and $48.6 million of revenue, respectively, and $4.6 million and $8.7 million of net earnings, respectively, to the Company’s consolidated financial results. The Company is still in the process of revising its corporate overhead allocations, and the results disclosed related to the 2013 Acquisitions do not yet include such allocations.

The unaudited pro forma information below presents the combined operating results of the Company and the 2013 Acquired Companies. 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 2013 Acquisitions; 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 2013 Acquisitions 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 acquisitions of the 2013 Acquired Companies were completed as of January 1, 2012. The pro forma results noted below for the three and nine months ended September 30, 2012 also include the effects of the 2012 Acquisitions discussed below (dollars in thousands except per share data):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012

Revenue	$	102,056	$	97,982	$	283,137	$	283,986
Net earnings		7,882		5,295		12,606		12,578
Earnings per Class A common share - basic and diluted		0.66		0.42		1.05		1.00
Earnings per Class B common share - basic and diluted		0.70		0.45		1.12		1.08

2012 Acquisitions:

On March 9, 2012, 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 ~~approximately~~ $2.7 million (£1.7 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.~~technology. GigaCom ~~Interconnect~~ 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 ~~consummated~~completed its acquisition of 100% of the issued and outstanding capital stock of Fibreco ~~Ltd. (“Fibreco”)~~ with a cash payment, net of $2.7 million of cash acquired, of ~~approximately~~ $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 ~~will~~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 ~~Interconnect~~ EBOSA® product.

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 Italy”),~~now known as Bel Power Europe, with a cash payment, net of $0.2 million of cash acquired, of ~~approximately $2.8 million in addition to a working capital adjustment of $0.2~~$3.0 million. ~~The working capital adjustment was finalized and paid in November 2012 and will be recorded as a measurement period adjustment in the fourth quarter of 2012.~~ 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 ~~will be~~is being recorded ratably through September 2014. ~~Powerbox Italy,~~Bel Power Europe, located near Milan, Italy, develops high-power AC-DC power conversion solutions targeted at the broadcasting market. The acquisition of ~~Powerbox Italy~~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.

910

~~Return to Index~~

The acquisitions of GigaCom Interconnect, Fibreco and Powerbox Italy may hereafter be referred to collectively as either the “2012 Acquisitions” or the “2012 Acquired Companies”. During the three and nine months ended September 30, 2012, the Company incurred $0.6 million and $0.6 million, respectively, of acquisition-relatedAcquisition-related costs relating to the 2012 ~~Acquisitions.~~Acquisitions amounted to less than $0.1 million and $0.6 million during the three-month periods ended September 30, 2013 and 2012, respectively, and $0.1 million and $0.6 million during the nine-month periods ended September 30, 2013 and 2012, respectively. These costs are included in selling, general and administrative expense in the accompanying condensed consolidated statements of ~~operations for the three and nine months ended September 30, 2012.~~operations.

~~While~~During the ~~initial~~year ended December 31, 2012, the Company completed the purchase accounting related to the ~~2012 Acquisitions is not complete as~~GigaCom and Fibreco acquisitions. During the third quarter of 2013, the ~~filing date~~Company completed the purchase accounting related to its acquisition of ~~this Form 10-Q, the~~Bel Power Europe. The following table ~~depicts~~reflects the ~~Company’s estimated~~finalized acquisition date fair values of the ~~combined~~ consideration transferred and identifiable net assets acquired ~~in these transactions~~related to the 2012 acquisitions (in thousands):


				Measurement			Acquisition-Date						Measurement			Acquisition-Date
	Acquisition-Date			Period			Fair Values			Acquisition-Date			Period			Fair Values
	Fair Values			Adjustments			(As adjusted)			Fair Values			Adjustments			(As finalized)
Cash and cash equivalents	$	2,991		$	-		$	2,991		$	2,991		$	-		$	2,991
Accounts receivable		3,750			-			3,750			3,750			3			3,753
Inventories		1,061			-			1,061			1,061			(16	)		1,045
Other current assets		90			-			90			90			-			90
Property, plant and equipment		502			-			502			502			263			765
Intangible assets		30			-			30			30			11,626			11,656
Total identifiable assets		8,424			-			8,424			8,424			11,876			20,300

Accounts payable		(1,702	)		-			(1,702	)		(1,702	)		-			(1,702	)
Accrued expenses		(1,736	)		-			(1,736	)		(1,736	)		-			(1,736	)
Notes payable		(216	)		-			(216	)		(216	)		-			(216	)
Income taxes payable		(264	)		-			(264	)		(264	)		(60	)		(324	)
Deferred income tax liability, current		(70	)		-			(70	)		(70	)		-			(70	)
Deferred income tax liability, noncurrent											-			(2,700	)		(2,700	)
Other long-term liabilities		(216	)		-			(216	)		(216	)		-			(216	)
Total liabilities assumed		(4,204	)		-			(4,204	)		(4,204	)		(2,760	)		(6,964	)
Net identifiable assets acquired		4,220			-			4,220			4,220			9,116			13,336
Goodwill		17,965			-			17,965			17,965			(8,900	)		9,065
Net assets acquired	$	22,185		$	-		$	22,185		$	22,185		$	216		$	22,401


Cash paid	$	22,138			40		$	22,178		$	22,138			263		$	22,401
Deferred consideration		47			(40	)		7			47			(47	)		-
Fair value of consideration transferred	$	22,185		$	-		$	22,185		$	22,185		$	216		$	22,401

The fair value of identifiable intangible assets noted above (as adjusted) consists of the following:

The Company has identified intangible assets, including but not limited to trademarks, patents, non-compete agreements, customer lists and unpatented technology, as well as tangible property including inventory and property, plant and equipment, 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 respective acquisition dates.

	Weighted-Average Life	Acquisition-Date Fair Value
Trademarks	Indefinite	$	1,264
Technology	20 years		6,542
Customer relationships	16 years		3,292
Non-compete agreements	2 years		558
Total identifiable intangible assets acquired		$	11,656

The Company is also still in the process of determining the allocation of the goodwill by reportable operating segment. This allocation will be based on those reportable operating segments expected to benefit from the 2012 Acquisitions. The Company is uncertain at this time how much of the goodwill, if any, will be deductible for tax purposes.

The results of operations of the 2012 Acquired Companies have been included in the Company’s ~~condensed~~ consolidated financial statements for the periods subsequent to their respective acquisition dates. During the ~~three and nine months~~three-month periods ended September 30, 2013 and 2012, ~~the 2012 Acquisitions~~Fibreco and Bel Power Europe contributed combined revenues of ~~$0.9~~$1.8 million and ~~$1.0~~$0.9 million, respectively, and ~~estimated~~combined net earnings of $0.1 million and less than $0.1 million, respectively, to the ~~Company since their respective~~Company’s consolidated financial results. During the nine-month periods ended September 30, 2013 and 2012, Fibreco and Bel Power Europe contributed combined revenues of $7.7 million and $0.9 million, respectively, and combined net earnings of $0.7 million and less than $0.1 million, respectively, to the Company’s consolidated financial results. The acquisition ~~dates. The unaudited pro forma information below presents~~of GigaCom has contributed to Bel’s research and development efforts and its technology has been incorporated into products now being sold by Fibreco. GigaCom incurred expenses, primarily related to research and development, of $0.2 million and $0.1 million during the ~~combined operating results of~~three-month periods ended September 30, 2013 and 2012, respectively, and $0.7 million and $0.3 million during the ~~Company~~nine-month periods ended September 30, 2013 and ~~the~~ 2012, Acquired Companies. 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 2012 Acquisitions; 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 2012 Acquisitions had occurred as of January 1, 2011, nor is the pro forma data intended to be a projection of results that may be obtained in the future.respectively.

1011

~~Return to Index~~

The following unaudited pro forma consolidated results of operations assume that the acquisition of the 2012 Acquired Companies was completed as of January 1, 2011 (dollars in thousands except per share data):

Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011

Revenue $ 77,497 $ 77,846 $ 222,161 $ 232,707
Net earnings 2,814 1,213 6,296 4,457
Earnings per Class A common share - basic and diluted 0.22 0.09 0.49 0.35
Earnings per Class B common share - basic and diluted 0.24 0.10 0.54 0.39

4.	~~RESTRUCTURING ACTIVITIES~~

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 and improve service for customers by reducing manufacturing cycle times. The Company began to accrue termination benefits related to the Vinita, Oklahoma employees during the third quarter of 2012, as noted in the table below.

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 commenced in September 2012 and is due to expire in March 2023.

The Company also implemented certain overhead cost reductions in Asia during the third quarter of 2012 as part of the Restructuring Program. The Asia portion of the program was completed during the third quarter of 2012. Termination benefits paid in connection with the Asia portion are included as cash payments in the table below.

~~Activity and liability balances related to restructuring costs for the nine months ended September 30, 2012 are as follows:~~

Liability at New Cash Payments & Liability at
December 31, 2011 Charges Other Settlements September 30, 2012
Termination benefits $ - $ 2,001 $ (842 ) $ 1,159
Transportation of equipment - 97 (97 ) -
Set-up costs - 38 (38 ) -
Other restructuring costs - 24 (24 ) -
Total $ - $ 2,160 $ (1,001 ) $ 1,159

The remaining accrued restructuring costs at September 30, 2012 consist solely of termination benefits associated with the Vinita, Oklahoma employees. As it is anticipated that these benefits will be paid in the fourth quarter of 2012, the Company has classified the $1.2 million of accrued restructuring costs as a current liability in the condensed consolidated balance sheet at September 30, 2012.

5.	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:

~~Return to Index~~

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 September 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. The securities that are held in the ~~Rabbi Trust~~rabbi trust are categorized as available-for-sale securities and are included as other assets in the accompanying condensed consolidated balance sheets at September 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 September 30, ~~2012~~2013 and December 31, ~~2011, the securities held in the Rabbi Trust had a fair value of $6.0 million and $5.8 million, respectively, and gross~~2012. Such unrealized gains ~~of $0.4 million and $0.2 million, respectively, which~~ are included, net of tax, in accumulated other comprehensive loss.

As of September 30, ~~2012~~2013 and December 31, ~~2011,~~2012, the Company had marketable securities with a combined fair value of ~~$5.2~~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 had 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 second quarter of 2012. At September 30, 2012, the Company determined that its investment in Pulse was further impaired and the Company recorded an additional impairment charge of $0.3 million during the third quarter of 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 nine months ended September 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 nine months ended September 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 September 30, ~~2012~~2013 and December 31, ~~2011~~2012 (dollars in thousands).

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 September 30, 2012
Available-for-sale securities:
   Investments held in Rabbi Trust $ 5,983 $ 5,983 $ - $ -
   Marketable securities:
        Publicly-traded equity securities 214 214 - -
        Fixed income securities 5,034 - 5,034 -

   Total $ 11,231 $ 6,197 $ 5,034 $ -

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 $ -

			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 September 30, 2013
Available-for-sale securities:
Investments held in rabbi trust	$	3,238	$	3,238	$	-	$	-
Marketable securities		3		3		-		-

Total	$	3,241	$	3,241	$	-	$	-

As of December 31, 2012
Available-for-sale securities:
Investments held in rabbi trust	$	6,014	$	6,014	$	-	$	-
Marketable securities		2		2		-		-

Total	$	6,016	$	6,016	$	-	$	-

~~Return to Index~~

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 September 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 nine months ended September 30, ~~2012~~2013 or ~~2011~~2012 that would warrant interim impairment testing.

6.	5. INVENTORIES

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

	September 30,		December 31,		September 30,		December 31,
	2012		2011		2013		2012
Raw materials	$	28,159	$	27,975	$	30,919	$	26,157
Work in progress		8,271		7,025		12,081		8,200
Finished goods		19,835		18,361		28,779		20,567
	$	56,265	$	53,361	$	71,779	$	54,924

6. INTANGIBLE ASSET

During the third quarter of 2013, the Company paid $1.3 million and received $0.3 million associated with licensing agreements entered into with Radiall SA. The agreements cover the parties’ respective technologies for EBOSA® fibre optic termini and the EPX® connector range. The $1.3 million paid by the Company is reflected as an intangible asset and the $0.3 million received by the Company is included in other long-term liabilities on the accompanying condensed consolidated balance sheet at September 30, 2013. Each will be amortized over the life of the respective agreement of 20 years.

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):

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2012			2011			2012			2011			2013			2012			2013			2012
Total segment sales:
North America	$	34,370		$	37,842		$	106,349		$	113,195		$	34,273		$	34,370		$	95,796		$	106,349
Asia		47,238			46,501			125,881			136,638			69,602			47,238			166,362			125,881
Europe		8,983			8,577			24,200			26,742			9,313			8,983			30,029			24,200
Total segment sales		90,591			92,920			256,430			276,575			113,188			90,591			292,187			256,430
Reconciling item:
Intersegment sales		(14,532	)		(17,017	)		(41,588	)		(50,096	)		(12,024	)		(14,532	)		(34,014	)		(41,588	)
Net sales	$	76,059		$	75,903		$	214,842		$	226,479		$	101,164		$	76,059		$	258,173		$	214,842

Income from operations:
Income (loss) from operations:
North America	$	(189	)	$	1,785		$	4,074		$	6,061		$	(96	)	$	(189	)	$	(3,591	)	$	4,074
Asia		1,046			(143	)		7			(1,272	)		8,400			1,048			12,377			8
Europe		168			296			741			1,523			24			21			644			560
	$	1,025		$	1,938		$	4,822		$	6,312		$	8,328		$	880		$	9,430		$	4,642

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

Recent Acquisitions – During the three and nine months ended September 30, 2013, the acquisition of TRP contributed revenues of $25.6 million and $47.8 million, respectively, and income from operations of $5.0 million and $9.5 million, respectively, to the Company’s Asia operating segment. During each of the three and nine months ended September 30, 2013, the acquisition of Array contributed revenues of $0.8 million to the Company’s North America operating segment. The Company is still in the process of revising its corporate overhead allocations, and the results disclosed related to the 2013 Acquisitions do not yet include such allocations. During the three-month periods ended September 30, 2013 and 2012, ~~the 2012 Acquired Companies~~Fibreco and Bel Power Europe contributed combined revenues of ~~$0.9~~$1.8 million and ~~$1.0~~$0.9 million, respectively, and ~~estimated~~combined operating income ~~from operations~~ of $0.1 million and $0.1 million, respectively, to the Company’s Europe operating ~~segment since their respective acquisition dates.~~

~~Return to Index~~

~~Restructuring Charges~~ –segment. During the ~~three and nine months~~nine-month periods ended September 30, 2013 and 2012, ~~the Company recorded $1.8~~Fibreco and Bel Power Europe contributed combined revenues of $7.7 million and ~~$2.2~~$0.9 million, respectively, and combined operating income of ~~restructuring charges. These charges related~~$1.3 million and $0.1 million, respectively, to ~~severance and equipment transportation costs associated with~~ the Company’s 2012 restructuring program. During the three and nine months ended September 30, 2012, $0.6 million of severance costs were incurred by the Company’s Asia operating segment. The remaining restructuring charges were incurred by the Company’s North America operating segment.

~~Litigation Charges~~ – During the three and nine months ended September 30, 2011, the Company recorded $0.2 million and $3.5 million, respectively, of litigation charges related to the Halo and SynQor lawsuits. These charges primarily impacted the Company’s AsiaEurope operating segment.

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.

8.	~~INCOME TAXES~~

8. INCOME TAXES

~~As of~~At September 30, ~~2012~~2013 and December 31, ~~2011,~~2012, the Company has approximately ~~$2.7 million~~$2.2 and ~~$4.1~~2.7 million, respectively, of liabilities for uncertain tax positions ($~~0.6~~1.0 million and ~~$0,~~$0.5 million, respectively, included in income taxes payable and ~~$2.1~~$1.2 million and ~~$4.1~~$2.2 million, respectively, included in liability for uncertain tax positions) all of which, if ~~reversed,~~recognized, would reduce the Company’s effective tax rate.

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 2010 and for state examinations before 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 $0.1 million, net of interest income paid by the IRS to the Company. The tax issues related to the $0.1 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 of the tax provision in the condensed consolidated statement of operations. Additionally, the Company’s wholly-owned subsidiary in Germany was subject to a tax audit for the tax years 2008 through 2010. This audit has been completed and resulted in no additional tax assessment.

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 September 30, ~~2012.~~2013. A total of ~~$0.6~~$1.0 million of previously recorded liabilities for uncertain tax positions relates ~~principally~~primarily to the ~~2007~~2008 tax ~~year. The statute of limitations related to these liabilities is scheduled to~~year which expire during the three months ended September ~~15, 2013.~~30, 2014. Additionally, a total of $0.5 million and $2.5 million of previously recorded liabilities for uncertain tax positions, interest and penalties relating to the 2006 and 2009 tax years and the 2007 through 2009 tax years, respectively, were reversed during the ~~quarter~~quarters ended September 30, 2013 and 2012, ~~as these years have been settled with the IRS and are no longer under audit.~~respectively. This ~~has been~~was offset in part by an increase in the liability for uncertain tax positions in the amount of $1.2 million during the quarter ended September 30, 2012.

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 nine months ended September 30, ~~2012~~2013 and ~~2011,~~2012, the Company ~~reversed $0.4 million~~recognized an immaterial amount of ~~previously recorded~~ interest and penalties and ~~recognized $0.2 million of~~no interest and penalties, respectively, in the condensed consolidated statements of operations. The Company has approximately ~~$0.3 million and $0.7~~$0.2 million accrued for the payment of such interest and penalties at September 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 2012 Acquisitions, the Company completed a 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, $0.6 million and $0.4 million, respectively, for the Fibreco, Gigacom and Bel Power Europe acquisitions. At September 30, 2013 and December 31, 2012, a combined deferred tax liability of $2.4 million and $2.2 million, respectively, remains on the condensed consolidated balance 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 September 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 direct 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 nine months ended September 30, 2013. However, U.S. deferred taxes need not be provided under current U.S. tax law. At September 30, 2013, the fair market value reports have not been completed and therefore the Company had no additional deferred tax amounts relating to the TRP acquisition.

In connection with the 2013 acquisition of Array, the Company has not completed a preliminary fair market value report of property, plant and equipment and intangibles. The Company acquired a deferred tax liability in the amount of ~~$0.1 million.~~$0.9 million arising from temporary differences related to property, plant and equipment. At September 30, ~~2012,~~2013, there were no additional deferred tax amounts reported on the condensed consolidated balance sheet as the fair market value report has not been completed.

The Company ~~intends to make an election~~has made elections under Internal Revenue Code (“IRC”) Section 338(g) to ~~step up~~step-up the tax basis of ~~assets acquired from GigaCom, Fibreco and Powerbox~~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, Fibreco and Powerbox are~~the acquired entities were incorporated). The Company is considering making a Section 338(g) election with respect to the 2013 acquisition of Array.

~~Return to Index~~

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 ~~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

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

	September 30,		December 31,		September 30,		December 31,
	2012		2011		2013		2012
Sales commissions	$	1,411	$	1,291	$	1,589	$	1,295
Subcontracting labor		2,376		2,343		2,626		2,408
Salaries, bonuses and related benefits		6,337		5,315		12,905		6,023
Litigation reserve		11,549		11,549		11,549		11,549
Other		4,282		2,438		3,481		4,085
	$	25,955	$	22,936	$	32,150	$	25,360

Accrued Restructuring Costs

Activity and liability balances related to restructuring charges for the nine months ended September 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.

	Liability at December 31, 2012		New Charges		Cash Payments and Other Settlements			Liability at September 30, 2013
Severance costs	$	122	$	1,239	$	(1,361	)	$	-
Transportation of equipment		-		100		(100	)		-
Other restructuring charges		-		48		(48	)		-
Total	$	122	$	1,387	$	(1,509	)	$	-

10.

DEBT

At September 30, ~~2012~~2013 and December 31, ~~2011,~~2012, the Company maintained a $30 million line of credit, which ~~expires~~was due to expire on June 30, ~~2014, was available to~~2014. In August 2013, the Company ~~to borrow.~~borrowed $12.0 million under the line of credit in connection with its acquisition of Array. At September 30, 2013, the balance available under the credit agreement was $18.0 million. There were no previous borrowings under the credit agreement and, as a result, there was no balance outstanding as of December 31, 2012. Amounts outstanding under this line of credit are collateralized with a first priority security interest in 100% of the issued and outstanding shares of the capital stock of the Company's material domestic subsidiaries and 65% of all the issued and outstanding shares of the capital stock of certain of the foreign subsidiaries of the Company. ~~There have not been any borrowings under the credit agreement during 2012 or 2011 and, as a result, there was no balance outstanding as of September 30, 2012 or December 31, 2011.~~ The credit agreement bears interest at LIBOR plus 0.75% to 1.25% based on certain financial statement ratios maintained by the Company. Under the terms of the credit agreement, the Company is required to maintain certain financial ratios and comply with other financial conditions. As a result of the Company’s recent acquisitions, which resulted in a lower cash balance and increased intangible assets, the Company was not in compliance with its tangible net worth debt covenant as of September 30, ~~2012.~~2013. In November 2013, the ~~event the Company seeks borrowings under this~~ credit agreement ~~a waiver would need~~was amended to ~~be obtained from~~reflect modifications to the ~~lender.~~minimum tangible net worth and maximum leverage covenant calculations, and to extend the term of the agreement through October 14, 2016.

11.	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 September 30, ~~2012~~2013 and ~~2011~~2012 amounted to approximately $0.1 million ~~and $0.3 million, respectively.~~in each period. The expense for the nine months ended September 30, ~~2012~~2013 and ~~2011~~2012 amounted to approximately $0.4 million ~~and $0.7 million, respectively.~~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 September 30, ~~2012,~~2013, the plan owned ~~15,366~~14,911 and ~~225,445~~203,069 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The ~~Company’s subsidiaries~~Company also has a retirement fund in Asia ~~have a non-defined retirement fund covering~~which covers substantially all of ~~their~~its 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 September 30, ~~2012~~2013 and ~~2011~~2012 amounted to approximately $0.1 million in each period. The expense for the nine months ended September 30, ~~2012~~2013 and ~~2011~~2012 amounted to approximately $0.2 million in each period. As of September 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.

~~Return to Index~~

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

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2012		2011		2012		2011		2013		2012		2013		2012
Service cost	$	109	$	93	$	327	$	279	$	139	$	109	$	417	$	327
Interest cost		104		101		312		303		112		104		337		312
Amortization of adjustments		58		37		174		111		77		58		231		174
Total SERP expense	$	271	$	231	$	813	$	693	$	328	$	271	$	985	$	813

	September 30,		December 31,		September 30,		December 31,
	2012		2011		2013		2012
Balance sheet amounts:
Minimum pension obligation
and unfunded pension liability	$	9,915	$	9,274	$	11,964	$	11,045

Amounts recognized in accumulated
other comprehensive loss, pretax:
Prior service cost	$	911	$	1,010	$	931	$	877
Net gains		1,991		2,065		2,764		2,884
	$	2,902	$	3,075	$	3,695	$	3,761

12.	~~COMMON STOCK~~

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. As of September 30, 2012, the Company had purchased and retired 89,991 Class B common shares at a cost of $1.7 million.

~~13.~~

ACCUMULATED OTHER COMPREHENSIVE LOSS

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

September 30, December 31,
2012 2011

Currency translation adjustment $ 363 $ 646
Unrealized holding gains (losses) on available-for-sale
  securities, net of taxes of $144 and ($33) as of
  September 30, 2012 and December 31, 2011 232 (62 )
Unfunded SERP liability, net of taxes of ($888) and ($941) as
  of September 30, 2012 and December 31, 2011 (2,014 ) (2,134 )

Accumulated other comprehensive loss $ (1,419 ) $ (1,550 )

	September 30,			December 31,
	2013			2012

Foreign currency translation adjustment, net of taxes of ($4)
at September 30, 2013	$	1,565		$	927
Unrealized holding gains on available-for-sale
securities, net of taxes of $140 and $161 as of
September 30, 2013 and December 31, 2012		223			256
Unfunded SERP liability, net of taxes of ($1,131) and ($1,151) as
of September 30, 2013 and December 31, 2012		(2,564	)		(2,610	)

Accumulated other comprehensive loss	$	(776	)	$	(1,427	)

~~14.~~

~~LEGAL PROCEEDINGS~~

Changes in accumulated other comprehensive loss by component during the nine months ended September 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 income (loss) before reclassifications		638		28				(185	)			481
Amounts reclassified from accumulated other
comprehensive income (loss)		-		(61	)	(a)		231		(b)		170
Net current period other comprehensive income (loss)		638		(33	)			46				651

Balance at September 30, 2013	$	1,565	$	223			$	(2,564	)		$	(776	)

(a) This reclassification relates to the gain on sale of SERP investments during the third quarter of 2013. This is recorded as
a gain on sale of investment in the accompanying condensed consolidated statements of operations.

(b) This reclassification 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.

13. 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 lease commitments associated with the 2013 Acquired Companies. At September 30, 2013, the additional lease commitments related to the 2013 Acquired Companies amounted to $3.6 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 purchase orders associated with the 2013 Acquired Companies. At September 30, 2013, the Company had additional purchase orders related to the purchase of raw materials of approximately $4.5 million and additional purchase orders related to capital expenditures of $0.5 million associated with the 2013 Acquired Companies.

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~~be posted as a supersedeas bond upon filing of the 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 September 30, 2013 and ~~there were no sales of such products during the nine months ended September 30,~~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.~~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 ~~parties expect~~Company and the other Defendants jointly filed a ~~ruling~~Petition for Rehearing En Banc with the CAFC on April 12, 2013, which was denied by the CAFC byon May 14, 2013. The Defendants filed a joint petition for certiorari with the ~~end of the year.~~Supreme Court on September 23, 2013.

1618

~~Return~~

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 ~~Index~~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.

Molex filed a motion to dismiss the complaint on August 6, 2013. The Company ~~through its subsidiary Cinch Connectors Inc., is a defendant in~~filed an ~~asbestos lawsuit captioned~~ ~~Richard G. Becker vs. Adience Inc., et al.~~ ~~The lawsuit was filed in the Circuit Court for the County of Wayne in the State of Michigan. The~~amended complaint ~~was amended to include Cinch Connectors Inc.~~ and ~~other defendants~~response on August ~~13, 2012.~~20, 2013. Molex withdrew its original Motion to Dismiss and filed a second, revised Motion to Dismiss on September 6, 2013. The Company filed its ~~answer to the complaint~~response on October ~~19, 2012.~~7, 2013.

~~15.~~

~~RELATED PARTY TRANSACTIONS~~

As of September 30, 2012, the Company has $2.0 million invested in a money market fund with GAMCO Investors, Inc., a current stockholder of the Company, with holdings of approximately 31.6% of the Company’s outstanding Class A stock. This amount is included within cash and cash equivalents in the accompanying condensed consolidated balance sheet at September 30, 2012.

~~16.~~

~~SUBSEQUENT EVENT~~

In late October 2012, Hurricane Sandy caused damage and business interruption to the Company’s corporate headquarters in Jersey City, New Jersey and its manufacturing operations in Inwood, New York. The Company is still in the early stages of assessing the financial and operational impacts of the storm and is, therefore, unable to estimate its full financial and operational impact. The Company would be responsible for a deductible of up to $0.5 million before any possible insurance recovery related to these damages.

1719

~~Return to Index~~

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 nine months ended September 30, ~~2012, 45%~~2013, 55% of the Company’s revenues were derived from Asia, 34% from North America ~~44% from Asia~~ and 11% from its Europe operating segment. Sales of the Company’s ~~interconnect~~magnetic products represented approximately ~~39%~~48% of ~~our~~its total net sales ~~for~~during the nine months ended September 30, ~~2012.~~2013. The remaining revenues related to sales of the Company’s ~~magnetic~~interconnect products ~~(34%~~(32%), module products ~~(24%~~(17%) and circuit protection products (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; Miami, Florida; Haina, Dominican Republic; Reynosa and Cananea, Mexico; Louny, Czech Republic; ~~Vinita, Oklahoma;~~and Worksop ~~England~~ and Great Dunmow, 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.

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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~~Return to Index~~

Trends Affecting our Business

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

~~2012~~Recent Acquisitions – ~~During~~The Company has completed five acquisitions since the ~~third~~first quarter of 2012, the Company completed two acquisitions. U.K.-based Fibreco Ltd. (“Fibreco”) has joined GigaCom Interconnect AB (“GigaCom”), which Bel acquired in March 2012, as part of the Company’s Cinch Connectors business. Fibreco’s fiber optic-based products complement Cinch’s copper-based products, increasing Cinch’s reach into the aerospace, military and industrial markets, while providing Fibreco with access to well-established sales channels it had not previously explored. The Company’s most recent acquisition of Powerbox Italia S.r.L. (“Powerbox”) will add established AC-DC products to Bel’s existing power portfolio, bringing additional product offerings to Bel’s key power customers. Since their respective dates of acquisition, the 2012 Acquired Companies contributed revenues of $0.9 million and $1.0 million during2012. During the three and nine months ended September 30, ~~2012,~~2013, the acquired companies have contributed a combined $28.2 million and $56.3 million of sales, respectively, and a combined $4.9 million and $10.1 million of income from operations, respectively.

Restructuring Program – The Company had substantially completed its plan to effect operational efficiencies by the end of 2012. The Company continued its efforts into 2013 to bring the new manufacturing facility in McAllen, Texas up to full operating capacity. The Company faced certain challenges with the transition, resulting in $3.2 million of unanticipated costs during the first nine months of 2013, of which only $0.3 million was incurred during the third 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 – ~~Sales~~Excluding the revenue contributions from recent acquisitions as described above, the Company’s revenues for the nine months ended September 30, ~~2012 were down~~2013 decreased by ~~5.1% from~~$12.0 million as compared to the same period of ~~2011.~~2012. The decline in sales related primarily to the Company’s module product line, where sales were $18.9 million lower in the nine months ended September 30, 2012 versus the same period of 2011 reflecting a change in the ordering pattern of two major customers. This declinedecrease 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 by~~increases in the sales volume of Bel’s ~~MagJack~~DC-DC products. During the third quarter of 2013, Bel implemented price increases for certain products ~~which are integrated connector modules within~~as our current pricing structure did not reflect the ~~Company’s magnetic product line (“MagJacks”), and Cinch Connector’s commercial aerospace business within~~rising labor costs in the ~~Company’s interconnect product line.~~PRC as discussed below.

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~~ nine months ~~of 2012,~~ended September 30, 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 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 ~~started to experience~~has experienced some price decreases related to precious metals ~~through~~during the ~~middle of the third quarter~~latter part of 2012 ~~costs~~and that trend has continued into 2013. Costs for certain commodities, including gold and copper, ~~and petroleum-based plastics remain high in comparison~~were lower during the nine months ended September 30, 2013 as compared to the ~~prior year.~~same period 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 nine months of 2012.

Labor Costs – Labor costs ~~in the first nine months of 2012 increased significantly both in dollar amount and~~ as a percentage of sales ~~in spite of decreased sales in comparison~~during the nine months ended September 30, 2013 were slightly lower as compared to the ~~same period~~first half of 2012. Following the 2012 Lunar New Year holiday, additional recruiting, training and overtime charges were incurred in ~~2011. Approximately one-third~~the PRC; this trend did not recur in 2013. However, rising labor costs in the PRC and the 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~~labor-intensive magnetic products, which are primarily manufactured in the PRC. ~~Wage rates in~~In February 2013, the PRC ~~which are mandated by~~government increased the ~~government, now have higher~~ minimum wage ~~and overtime requirements and have been steadily increasing. Furthermore, fluctuation~~by 19% in regions where 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 a shift in product mix such~~factories that Bel’s labor-intensive MagJacks represented a larger proportion of the Company’s total sales during the first nine months of 2012 than during the same period of 2011. The increased demand for these products early in 2012 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 MagJacks, margins in Bel’s magnetic product line were particularly impacted by higher labor costs during 2012.

~~2012 Restructuring Program~~ – The Company began implementing its plan to effect operational efficiencies, and recorded expenses related to these actions of $2.2 million during the nine months ended September 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. The Company also identified and implemented further cost cutting initiatives in Asia during the third quarter of 2012. It is currently estimated that additional pre-tax costs associated with the 2012 Restructuring Program will be approximately $2.9 million, and annual savings of approximately $5.5 millionBel uses are ~~expected from these initiatives once fully implemented.~~located. This increase was effective May 1, 2013.

Impact of Pending Lawsuits – As further described in Note 13 to the accompanying condensed consolidated financial statements, there has been additional legal activity in 2013 related to the SynQor and Molex lawsuits. Ongoing legal costs related to these lawsuits will impact the Company’s ~~2011 Annual Report on Form 10-K, the Company is currently appealing the verdict~~profit margins in the SynQor case. By the end 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 nine months ended September 30, 2012.future quarters.

~~Return to Index~~

Acquisition-Related Costs – ~~During the first nine months of 2012, Bel completed its~~The acquisitions of ~~GigaCom, Fibreco~~TRP and ~~Powerbox. These acquisitions, along with other potential acquisition candidates,~~Array in 2013 and the valuations of the 2012 Acquired Companies gave rise to acquisition-related costs of $0.7 million ~~and $0.8 million~~ during the ~~three and~~ nine months ended September 30, ~~2012, respectively.~~2013. The valuations of the 2013 Acquired Companies will, and Bel’s continuing strategy to actively consider potential acquisitions could, 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~~during the nine months ended September 30, 2013 is primarily attributable to a significant increase in the pretax income earned in the Asia segment, with minimal tax effect. Additionally, the Company had a significantly lower ~~during the first nine months of 2012 as compared to the same period of 2011, primarily due to the~~ net reversal of liabilities for uncertain tax positions ~~and lower pretax earnings~~during the nine months ended September 30, 2013 compared to the same period in ~~the North America and European segments. The higher effective rate in 2011 was primarily due to litigation charges and other factors which resulted in losses in Asia with minimal income tax benefit.~~2012.

With the completion of the three acquisitions ~~so far this year,~~in 2012, and ~~another potential acquisition representing annual sales in excess~~the acquisitions of ~~$60 million currently under consideration by the Company,~~TRP and Array during 2013, management is optimistic that the resulting opportunities ~~created by these acquisitions~~ will fuel ~~the~~ growth ofin our ~~existing~~core product groups in future periods. ~~Bel also made significant progress on its Restructuring Program~~The difficulties experienced during the first half of 2013 related to the transition of Cinch’s manufacturing operations were largely resolved prior to the start of the third quarter ~~with~~and the ~~goal~~benefits of ~~being complete~~the restructuring efforts completed over the past fifteen months had begun to materialize by ~~year-end. Management believes that Bel is well positioned for~~ the ~~future as a result~~end of ~~these active measures.~~the third quarter 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 ~~its~~Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2011 and other public statements made by the Company.~~2012.

Summary by Reportable Operating Segment

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

	Three Months Ended								Nine Months Ended								Three Months Ended								Nine Months Ended
	September 30,								September 30,								September 30,								September 30,
	2012				2011				2012				2011				2013				2012				2013				2012
North America	$	31,370	41	%	$	34,298	45	%	$	96,866	45	%	$	102,229	45	%	$	31,613	31	%	$	31,370	41	%	$	87,058	34	%	$	96,866	45	%
Asia		36,074	48	%		33,308	44	%		94,963	44	%		98,484	44	%		60,751	60	%		36,074	48	%		142,323	55	%		94,963	44	%
Europe		8,615	11	%		8,297	11	%		23,013	11	%		25,766	11	%		8,800	9	%		8,615	11	%		28,792	11	%		23,013	11	%
	$	76,059	100	%	$	75,903	100	%	$	214,842	100	%	$	226,479	100	%	$	101,164	100	%	$	76,059	100	%	$	258,173	100	%	$	214,842	100	%

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

	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2012			2011			2012			2011			2013			2012			2013			2012
Total segment sales:
North America	$	34,370		$	37,842		$	106,349		$	113,195		$	34,273		$	34,370		$	95,796		$	106,349
Asia		47,238			46,501			125,881			136,638			69,602			47,238			166,362			125,881
Europe		8,983			8,577			24,200			26,742			9,313			8,983			30,029			24,200
Total segment sales		90,591			92,920			256,430			276,575			113,188			90,591			292,187			256,430
Reconciling item:
Intersegment sales		(14,532	)		(17,017	)		(41,588	)		(50,096	)		(12,024	)		(14,532	)		(34,014	)		(41,588	)
Net sales	$	76,059		$	75,903		$	214,842		$	226,479		$	101,164		$	76,059		$	258,173		$	214,842

Income (loss) from operations:
North America	$	(189	)	$	1,785		$	4,074		$	6,061		$	(96	)	$	(189	)	$	(3,591	)	$	4,074
Asia		1,046			(143	)		7			(1,272	)		8,400			1,048			12,377			8
Europe		168			296			741			1,523			24			21			644			560
	$	1,025		$	1,938		$	4,822		$	6,312		$	8,328		$	880		$	9,430		$	4,642

~~Return to Index~~

~~While sales volumes were down across all operating segments in~~During the ~~nine-month period~~three and nine months ended September 30, ~~2012 as compared~~2013, the recent acquisition of TRP contributed $25.6 million and $47.8 million, respectively, in sales and $5.0 million and $9.5 million, respectively, of income from operations to the ~~same period of 2011, sales rebounded~~Company’s Asia operating segment. The Company is still in the ~~third quarter~~process of ~~2012~~revising its corporate overhead allocations, and the results disclosed related to TRP do not yet include such allocations. Sales in the Company’s ~~Asia and~~ Europe operating ~~segments as compared to~~segment were favorably impacted by the third quarter of 2011. The improvement in Asia sales was led by an increase of more than 45% in MagJack sales during the third quarter of 2012 as compared to the same period of 2011. The Company’s recent acquisitions of Fibreco and ~~Powerbox~~Bel Power Europe (formerly Powerbox) which occurred in the second half of 2012. During the three-month periods ended September 30, 2013 and 2012, Fibreco and Bel Power Europe contributed a combined revenues of $1.8 million and $0.9 million, ~~in sales~~respectively, and combined operating income of $0.1 million and $0.1 million, respectively, to the Company’s Europe operating ~~segment during~~segment. During the ~~third quarter~~nine-month periods ended September 30, 2013 and 2012, Fibreco and Bel Power Europe contributed combined revenues of ~~2012.~~$7.7 million and $0.9 million, respectively, and combined operating income of $1.3 million and $0.1 million, respectively, to the Company’s Europe operating segment. 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. North America sales and income from operations were also impacted by the transition of operations from Cinch’s manufacturing facility in Vinita, Oklahoma to 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 Cinch reorganization further reduced our income from operations in North America. The majority of the unanticipated costs associated with the Cinch transition were incurred during the first half of 2013, thereby impacting the nine-month period ended September 30, 2013. The decreases noted in North America sales were partially offset by $0.8 million of new sales volume related to the acquisition of Array in late August 2013.

Overview of Financial Results

Sales for the ~~third quarter of 2012 increased slightly to $76.1 million as compared to $75.9 million for the third quarter of 2011. Bel’s operating profit for the three~~nine months ended September 30, ~~2012 was $1.0 million, a reduction of $0.9~~2013 increased by 20.2% to $258.2 million from $214.8 million for the ~~operating~~same period of 2012. Sales were favorably impacted by the contributions made by the recent acquisitions. Costs incurred related to the transition of Cinch operations to the new manufacturing facility in Texas heavily impacted our profit ~~reported for~~margin during the nine months ended September 30, 2013, but these costs were minimized during the third quarter. Pricing to customers was adjusted beginning in the third quarter to recover some of ~~2011.~~the higher labor costs in China and other cost increases resulting from the continued strengthening of the Chinese Renminbi. Selling, general and administrative expense was $6.3 million higher in the ~~third quarter~~nine months ended September 30, 2013 as compared to the same period of 2012, ~~was consistent with~~primarily due to the ~~comparable period~~inclusion of ~~2011. Factors impacting~~expenses from the ~~third quarter results included $1.8~~recent acquisitions as well as higher incentive compensation in 2013. The Company also incurred $1.4 million of restructuring charges ~~$0.7 million of acquisition-related costs and an impairment charge of $0.3 million~~during the nine months ended September 30, 2013 related to ~~an investment, offset by an income tax benefit~~additional workforce reductions. These factors led to net earnings of ~~$1.8 million, which included $1.3 million related to the settlement of the IRS audit and expiration of certain statutes of limitations. Net earnings were $2.6~~$9.7 million for the ~~third quarter of 2012~~nine months ended September 30, 2013 as compared to ~~$1.0~~net earnings of $4.8 million for the ~~third quarter~~same period of ~~2011.~~2012. Additional details related to these factors affecting the ~~third quarter results are described in the Results of Operations section below.~~

Sales for the nine months ended September 30, 2012 decreased by 5.1% to $214.8 million from $226.5 million for the first nine months of 2011. Bel’s operating profit for the nine months ended September 30, 2012 was $4.8 million as compared to $6.3 million reported for the same period of 2011. Selling, general and administrative expense was $2.2 million lower in the first nine months of 2012 as compared to the same period of 2011, primarily due to reduced legal costs. Other factors impacting the nine-month results included $2.2 million of restructuring charges and a $0.8 million impairment charge on one of the Company’s investments, offset by a tax benefit of $0.7 million for reasons discussed above. Net earnings were $4.9 million for the nine months ended September 30, 2012 as compared to $3.7 million for the same period of 2011. Additional details related to these factors affecting the results for the nine months ending September 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 1.1 to the Company’s Financial Statements, “Basis of Presentation and Accounting ~~Policies”~~Policies,” included in Part I, Item ~~1. “Financial Statements (unaudited).”~~1 of this Quarterly Report on Form 10-Q.

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.

	Percentage of Net Sales				Percentage of Net Sales
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012

Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	79.8		83.5		82.4		83.6
Selling, general and administrative ("SG&A") expenses	12.0		13.1		13.4		13.2
Restructuring charges	-		2.3		0.5		1.0
Impairment of investment	-		(0.4)		-		(0.4)
Interest income and other, net	0.1		0.1		0.1		0.1
Earnings before provision (benefit) for income taxes	8.3		0.8		3.7		1.9
Provision (benefit) for income taxes	0.6		(2.4)		-		(0.3)
Net earnings	7.7		3.3		3.8		2.2

2123

~~Return to Index~~

Percentage of Net Sales Percentage of Net Sales
Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011

Net sales          100.0 %          100.0 %          100.0 %          100.0 %
Cost of sales            83.4            84.1            83.6            82.3
Selling, general and administrative ("SG&A") expense            13.0            13.0            13.1            13.4
Restructuring charge              2.3                -              1.0              1.5
Litigation charges                -              0.3                -                -
Loss on disposal of property, plant and equipment                -                -              0.1                -
Impairment of investment            (0.4)                -            (0.4)                -
Gain on sale of investment                -                -                -              0.1
Interest income and other, net              0.1              0.2              0.1              0.1
Earnings before (benefit) provision for income taxes              1.0              2.7              2.0              3.0
(Benefit) provision for income taxes            (2.4)              1.4            (0.3)              1.3
Net earnings              3.4              1.3              2.3              1.6

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

Increase (Decrease)

Increase from

from Prior Period

Prior Period

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

September 30, 2012

September 30, 2013

Compared with

Three Months Ended

Nine Months Ended

Three Months Ended

Nine Months Ended

September 30, 2011

September 30, 2012

Net sales

0.2

(5.1)

Net sales

33.0

20.2

Cost of sales

(0.7)

(3.6)

Cost of sales

27.2

18.4

SG&A expense

(0.1)

(7.2)

SG&A expenses

21.9

22.2

Net earnings

156.9

34.1

Net earnings

214.6

101.7

Sales

Net sales increased ~~slightly to~~33.0% from $76.1 million during the three months ended September 30, 2012 ~~as compared~~ to ~~$75.9~~$101.2 million during the ~~same period of 2011. Net sales decreased 5.1% from $226.5 million during the nine~~three months ended September 30, ~~2011 to~~2013. Net sales increased 20.2% from $214.8 million during the nine months ended September 30, ~~2012.~~2012 to $258.2 million during the nine months ended September 30, 2013. The Company’s net sales by major product line for the three and nine months ended September 30, ~~2012~~2013 and ~~2011~~2012 were as follows (dollars in thousands):

	Three Months Ended								Nine Months Ended								Three Months Ended								Nine Months Ended
	September 30,								September 30,								September 30,								September 30,
	2012				2011				2012				2011				2013				2012				2013				2012
Magnetic products																	$	52,943	52	%	$	29,799	39	%	$	122,958	48	%	$	73,557	34	%
Interconnect products	$	28,424	38	%	$	27,204	36	%	$	83,033	39	%	$	83,004	37	%		29,976	30	%		28,424	38	%		83,181	32	%		83,033	39	%
Magnetic products		29,799	39	%		23,024	30	%		73,557	34	%		65,698	29	%
Module products		15,367	20	%		23,186	31	%		50,690	24	%		69,592	31	%		14,894	15	%		15,367	20	%		43,058	17	%		50,690	24	%
Circuit protection products		2,469	3	%		2,489	3	%		7,562	3	%		8,185	3	%		3,351	3	%		2,469	3	%		8,976	3	%		7,562	3	%
	$	76,059	100	%	$	75,903	100	%	$	214,842	100	%	$	226,479	100	%	$	101,164	100	%	$	76,059	100	%	$	258,173	100	%	$	214,842	100	%

~~Revenue in Bel’s interconnect~~The Company’s magnetic product line, inwhich includes Bel’s MagJack and the newly-acquired TRP integrated connector module (ICM) products, had a strong first nine months of 2013. TRP accounted for $25.6 million and $47.8 million, respectively, of the increase from 2012 ~~was essentially flat with~~in the ~~prior year, as growth~~three- and nine-month periods noted above. The acquisition of Array in ~~Cinch’s commercial aerospace business in North America in addition~~late August 2013 contributed $0.8 million of sales to ~~new sales volume from Fibreco was fully offset by decreases in passive connectors. Sales of magnetic products, which include Bel’s MagJacks, have been steadily increasing since~~ the ~~2012 Lunar New Year holiday. Backlog for Bel’s magnetics~~Company’s interconnect product ~~group increased by approximately $6.0 million by the end of~~line during the third quarter of ~~2012 from $17.8~~2013. Fibreco sales accounted for $0.6 million ~~at December 31, 2011. Module~~and $4.8 million of the increase in interconnect sales during the three and nine month ended September 30, 2013. Earlier in 2013, these increases were ~~down~~offset by lower sales of Cinch’s interconnect products due to the transition to Cinch’s new manufacturing facility in Texas. Sales of Cinch’s products began to rebound in the ~~first nine months~~third quarter of ~~2012 compared~~2013. Sales in the Company’s module product line were lower in 2013 due to reduced order volume of one customer, partially offset by higher sales of DC-DC and AC-DC module products. Automation of certain fuse manufacturing processes increased capacity and output of fuse products and improved delivery lead times, contributing to the ~~same period last year due to a change~~increase in ~~the ordering pattern of two major customers.~~circuit protection sales.

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Cost of Sales

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

	Three Months Ended		Nine Months Ended		Three Months Ended		Nine Months Ended
	September 30,		September 30,		September 30,		September 30,
	2012	2011	2012	2011	2013	2012	2013	2012
Material costs	46.7%	51.9%	46.0%	50.7%	43.0%	46.6%	44.8%	46.0%
Labor costs	15.3%	11.0%	14.9%	10.3%	15.1%	15.3%	14.6%	14.9%
Research and development expenses	3.7%	3.9%	4.3%	3.9%	3.5%	3.8%	4.0%	4.3%
Other expenses	17.7%	17.3%	18.4%	17.4%	18.2%	17.8%	19.0%	18.4%
Total cost of sales	83.4%	84.1%	83.6%	82.3%	79.8%	83.5%	82.4%	83.6%

~~The most significant factor contributing to the increase in cost of sales~~Material costs as a percentage of sales ~~relates~~were lower in the third quarter and nine months ended September 30, 2013 as compared to the same periods of 2012, primarily due to the reduction in sales of module products, which have a higher material content than Bel’s other product lines. An increase in sales of Cinch, Fibreco and Array products in 2013 also contributed to the decrease, as these products have lower material content than Bel’s other product lines. These factors were partially offset by TRP product sales, which have a higher material cost structure than Bel’s ICM products. The Company also experienced operational inefficiencies and other start-up costs at the new manufacturing facility in Texas, which resulted in high material costs at the Texas facility related to third-party purchases of machined parts at premium prices, and high volumes of scrap, rejected materials and expedited freight costs. The majority of the Cinch transition-related costs and inefficiencies were incurred during the first six months of 2013.

Labor costs as a percentage of sales were slightly lower during the nine months ended September 30, 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, which did not recur in 2013. The periods for 2013 presented above also include new sales volume from TRP products, which have a lower labor cost structure than Bel’s ICM products. Also during the third quarter of 2013, sales of Bel’s ICM products, which have a relatively high labor content, were $2.6 million lower than ICM sales during the third quarter of 2012, thereby contributing to the decrease in labor costs as a percentage of sales. These factors were partially offset by mandatory wage increases in ~~Asia during 2012, as discussed~~the PRC, which went into effect in ~~“Trends Affecting our Business” above.~~ May 2013.

The increase in other expenses noted in the table above primarily relates to reorganization costs at certain of the manufacturing facilities, offset by savings associated with cost reduction measures in Asia during the third quarter of 2012. These increases in cost of sales as a percentage of sales for the nine months ended September 30, 2013 as compared to the same period of 2012 primarily related to the inclusion of support labor and fringe costs of the recent acquisitions, and duplication of some indirect labor costs, and travel 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 2012 resulted in a lower percentage of material costs as compared to 2011.~~2012.

Included in cost of sales are research and development ~~(“R&D”)~~(R&D) expenses of ~~$2.8~~$3.5 million and $2.9 million for the three-month periods ended September 30, ~~2012~~2013 and ~~2011,~~2012, respectively and ~~$9.1~~$10.3 million and ~~$8.9~~$9.2 million for the nine-month periods ended September 30, ~~2012~~2013 and ~~2011,~~2012, respectively. The majority of the increase relates to the inclusion of ~~GigaCom and Fibreco~~ R&D expenses associated with the recent acquisitions, which have been included in Bel’s results since their respective acquisitions. 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.acquisition dates.

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

~~While~~The dollar amount of SG&A ~~expense for~~expenses was $2.2 million higher during the three months ended September 30, ~~2012 was flat~~2013 as compared to the same period of ~~2011, there were some notable offsetting variances. The Company incurred an~~2012. Of this increase, $0.8 million related to the inclusion of SG&A expenses of the 2012 and 2013 acquisitions. Other factors contributing to the increase included higher incentive compensation of $2.3 million, and unfavorable foreign exchange fluctuations of $0.6 million, partially offset by insurance proceeds related to Hurricane Sandy of $0.7 million ~~in acquisition-related costs~~ and a $0.5 million increase in incentive compensation during 2012, offset by favorable fluctuations in foreign exchange rates of $0.8 million, a $0.3 million increase in the cash surrender value of the Company’s COLI (corporate-owned life insurance) policies and a $0.1 million reduction in ~~legal fees as compared to 2011.~~acquisition-related costs.

For the nine months ended September 30, ~~2012,~~2013, the dollar amount of SG&A expense was ~~$2.2~~$6.3 million ~~lower~~higher as compared to the same period of ~~2011. The decrease primarily related to a $1.4 million reduction in legal and professional fees in the first nine months of~~ 2012. There was heightened legal activity in 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 favorable fluctuations in foreign exchange rates of $0.8 million, a $0.4 millionOf this increase, ~~in the cash surrender value of the Company’s COLI policies and a $0.3 million reduction in bad debt expense, offset by a $0.5 million increase in acquisition-related costs.~~

~~Litigation Charges~~

~~During the nine months ended September 30, 2011, the Company recorded a $2.6 million litigation charge related to its lawsuit with Halo and an additional litigation charge of $0.8~~$2.9 million related to the ~~SynQor lawsuit, as further described~~inclusion of SG&A expenses of the 2012 and 2013 acquisitions. Other contributing factors included a $2.8 million increase in ~~Item 3, “Legal Proceedings”~~incentive compensation, unfavorable fluctuations in foreign currency exchange rates of $0.7 million, and an increase in freight charges primarily due to the ~~Company’s 2011 Annual Report on Form 10-K. Of the amount~~Cinch transition of $0.7, partially offset by $0.7 million of insurance proceeds related to ~~the SynQor lawsuit, $0.2 million was recorded during the third quarter of 2011.~~Hurricane Sandy.

Restructuring ~~Charge~~Charges

The Company recorded restructuring charges of $1.8 million and $2.2 million during the three and nine months ended September 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~~$1.4 million during the ~~three and~~ nine months ended September 30, 2012, the Company recorded an other-than-temporary impairment charge of $0.3 million and $0.8 million, respectively, related to its remaining investment in Pulse Electronics (“Pulse”) common stock.2013, respectively.

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~~Return to Index~~

~~Gain on Sale of Investment~~

~~During the nine months ended September 30, 2011, the Company recorded a $0.1 million gain on the sale of a portion of its investment in Pulse common stock.~~

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 (benefit) ~~provision~~ for income taxes for the three months ended September 30, ~~2012~~2013 was ~~($1.8)~~$0.6 million compared to ~~$1.0~~a benefit of ($1.8) million for the three months ended September 30, ~~2011.~~2012. The Company’s earnings before income taxes for the three months ended September 30, ~~2012 were~~2013 are approximately ~~$1.3~~$7.8 million ~~lower~~higher than the same period in ~~2011.~~2012. The Company’s effective tax rate, the income tax provision (benefit) as a percentage of earnings before provision for income taxes, was ~~(228.7%)~~7.2% and ~~50.8%~~(285.6%) for the three-month periods ended September 30, ~~2012~~2013 and ~~2011,~~2012, respectively. The ~~decrease~~change in the effective tax rate during the three months ended September 30, ~~2012~~2013 compared to the ~~three months~~third quarter of 2012 is primarily attributed to a significant increase in the pretax income earned in the Asia segment, with minimal tax effect. Additionally, the Company had a significantly lower net reversal of liabilities for uncertain tax positions during the quarter ended September 30, ~~2011 is~~2013 compared to the same period in 2012. The favorable effective tax rate in 2012 was primarily attributable to the net reversal of liabilities for uncertain tax positions during the quarter September 30, 2012 compared to no reversal of liabilities for uncertain tax positions during the quarter ended September 30, 2011, as the Company was being audited by the IRS during that period. Additionally, the majority of pretax income for the quarter ended September 30, 2012, ~~was earned~~combined with strong earnings in Asia, where the ~~Asia segment, with minimal~~ tax ~~effect compared to a loss during the quarter ended September 30, 2011, along with~~rates are lowest of all of Bel’s tax regions, and a loss in the ~~U.S.~~North America segment due to restructuring ~~expenses compared to a profit during the quarter September 30, 2011,~~expenses.

The ~~(benefit) provision~~benefit for income taxes for the nine months ended September 30, ~~2012 and 2011~~2013 was ~~($0.7)~~$0.1 million ~~and $3.0~~compared to a benefit of $0.7 million ~~respectively.~~for the nine months ended September 30, 2012. The ~~Company's~~Company’s earnings before income taxes for the nine months ended September 30, ~~2012 were~~2013 are approximately ~~$2.4~~$5.6 million ~~lower~~higher than the same period in ~~2011.~~2012. The Company’s effective tax rate was ~~(15.9%~~(0.5%) and ~~45.1%~~(17.7%) for the ~~nine months~~nine-month periods ended September 30, ~~2012~~2013 and ~~September 30, 2011,~~2012, respectively. The ~~decrease~~change in the effective tax rate during the nine months ended September 30, 2012 is primarily attributable to the net reversal of liabilities for uncertain tax positions described above and lower pretax income in the U.S. segment and Europe segment during the nine months ended September 30, 20122013 compared to the same period ~~in 2011 offset, in part, by higher pretax income in the Asia segment for the nine months ended September 30,~~of 2012 ~~compared~~is primarily attributed to the same ~~period in 2011,~~reasons as ~~the Asia segment incurred litigation charges in the second quarter of 2011 with minimal tax benefit.~~described above.

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, ~~and~~ borrowings, ~~as well as through~~and 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 September 30, 2012 and December 31, 2011, $43.4 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~~was due to expire on June 30, 2014. In August 2013, the Company borrowed $12.0 million under the line of credit in connection with its acquisition of Array. At September 30, 2013, the balance available under the credit agreement was $18.0 million. There ~~have not been any~~were no previous borrowings under the credit agreement ~~during 2012 or 2011~~ and, as a result, there was no balance outstanding as of ~~September 30, 2012 or~~ December 31, ~~2011.~~2012. The credit agreement bears interest at LIBOR plus 0.75% to 1.25% based on certain financial statement ratios maintained by the Company. As a result of the Company’s recent acquisitions, which resulted in a lower cash balance and increased intangible assets, the Company was not in compliance with its tangible net worth debt covenant as of September 30, ~~2012.~~2013. In November 2013, the ~~event~~credit agreement was amended to reflect modifications to the minimum tangible net worth and maximum leverage covenant calculations, and to extend the term of the agreement through October 14, 2016.

On March 29, 2013, the Company ~~seeks~~completed its acquisition of 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 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 a final net cash payment of $0.1 million was made during the third quarter of 2013. Transpower is the sole shareholder of Dongguan Transpower Electronic Products Co., Ltd., located in the PRC. The Company’s purchase of the Transpower magnetics business consisted of the 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.

On August 20, 2013, the Company completed its acquisition of Array, a manufacturer of aerospace and mil-spec connector products based in Miami, Florida, for $10.0 million in cash. As discussed above, this acquisition was funded through borrowings under ~~this~~the Company’s existing credit ~~agreement, a waiver would need to be obtained from the lender.~~agreement.

2426

~~Return to Index~~

~~2012 Restructuring Program~~

During 2012, the Company identified a series 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 $5.1 million, with anticipated annualized savings of $5.5 million once the Program is fully implemented. The Company has recorded $1.8 million and $2.2 million during the three and nine months ended September 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 and improve service for customers by reducing manufacturing cycle times. 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 commenced in September 2012 and is due to expire in March 2023. The estimated costs associated with the transition out of Vinita, Oklahoma account for $4.2 million of the total costs noted above and include estimated severance costs related to the 140+ 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 $1.0 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.

During the third quarter of 2012, the Company identified and implemented additional streamlining measures in its Asia operations, resulting in headcount reductions of approximately 100 associates. The Asia portion of the Program resulted in severance costs of $0.6 million, which were recorded during the third quarter of 2012, and is expected to result in annualized savings of $1.3 million.

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.

~~Acquisitions~~

On March 9, 2012, 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 approximately $2.7 million (£1.7 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.

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, net of $2.7 million of cash acquired, of approximately $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 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.

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 Italy”), with a cash payment, net of $0.2 million of cash acquired, of approximately $2.8 million in addition to a working capital adjustment of $0.2 million. The working capital adjustment was finalized and paid in November 2012 and will be recorded as a measurement period adjustment in the fourth quarter of 2012. 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 will be recorded ratably through September 2014. Powerbox Italy, located near Milan, Italy, develops high-power AC-DC power conversion solutions targeted at the broadcasting market. The acquisition of Powerbox Italy will allow Bel to expand its portfolio of power product offerings to include AC-DC products. This will also establish a European design center located close to several of Bel’s existing customers.

~~The Company is actively pursuing additional acquisition candidates, including an acquisition representing in excess of $60 million in annual revenue currently under consideration by management.~~

~~Return to Index~~

~~Stock Buyback Program~~

In July 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. During the third quarter of 2012, the Company repurchased and retired 89,991 shares of its Class B common stock at an aggregate cost of $1.7 million.

~~Impact of Hurricane Sandy~~

Cash Flows

During the nine months ended September 30, ~~2012,~~2013, the Company’s cash and cash equivalents decreased by ~~$18.7~~$24.3 million. This resulted primarily from ~~a $13.7~~$30.9 million ~~payment~~of net cash payments for the ~~acquisition~~acquisitions of ~~Fibreco, a $2.8 million payment for the acquisition of Powerbox, a $2.7 million payment for the acquisition of GigaCom, $3.4~~TRP and Array, $5.1 million paid for the purchase of property, plant and equipment, ~~$2.4~~$2.3 million for payments of dividends, ~~and $1.7~~$3.4 million for the repurchase of ~~89,991~~178,643 shares of the Company’s Class B common stock, and $1.3 million for the purchase of an intangible asset associated with the Radiall agreement, partially offset by ~~$7.8~~an increase in short-term borrowings of $12.3 million and $6.1 million provided by operating activities. As compared to the nine months ended September 30, ~~2011,~~2012, cash provided by operating activities decreased by ~~$13.9~~$1.7 million. During the nine months ended September 30, ~~2012,~~2013, accounts receivable increased by ~~$3.6~~$13.0 million primarily due to ~~a $7.4 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 its 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 of 11 days 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 third quarter of 2012 as compared to fourth quarter 2011 sales. This compares to a decrease in accounts receivable of $7.6 million during the first nine months of 2011, accounting for $11.1 million of the reduction in cash providedcontract renewals. Inventories increased by operations during the first nine months of 2012 as compared to 2011. In addition, the Company experienced a $1.7 million increase in inventory levels during the nine months ended September 30, 2012 related to heightened demand for certain products, as compared to a decrease in inventory of $2.9$7.2 million during the nine months ended September 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 ~~42.6%~~36.3% and ~~48.0%~~41.4% of the Company’s total assets at September 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 ~~4.0~~2.6 to 1 and ~~4.9~~4.1 to 1 at September 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 the Company’s foreign operations as most sales have~~ been ~~denominated in U.S. Dollars or currencies directly or indirectly linked~~any material changes with regard 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 2.8% inmarket risk during the nine months ended September 30, ~~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.~~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.

Item 4. 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.

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.

~~Return to Index~~

PART II. Other Information

Item 1. Legal Proceedings

The information called for by this Item is incorporated herein by reference to Note ~~14.~~13 of the Company’s Financial Statements, under “Legal Proceedings” ~~included~~, as set forth in Part I, Item ~~1. “Financial Statements (unaudited).”~~

~~Item 1A.~~ ~~Risk Factors~~

~~The Company’s risk factors are noted in Item 1A.~~1 of ~~its Annual~~this Quarterly Report on Form ~~10-K for the year ended December 31, 2011. Updates to the Company’s risk factors through September 30, 2012 are as follows:~~10-Q.

~~We may be unable to complete and successfully implement our 2012 Restructuring Program.~~

During the third quarter of 2012, the Company initiated its 2012 Restructuring Program, which management anticipates will be completed by the end of 2012 and will result in annual savings of $5.5 million annually once the plan is fully implemented. This Program includes the planned closure of our Vinita, Oklahoma manufacturing facility and transition of a portion of those operations to a new facility in McAllen, Texas, in addition to other cost savings initiatives. The failure to successfully implement the 2012 Restructuring Program, including completing the transition out of Vinita, Oklahoma and other cost savings initiatives in the timeframe anticipated, could materially adversely impact our financial condition, results of operations and cash flows.

~~Our acquisitions may not produce the anticipated results.~~

A significant portion of our growth is from acquisitions. We cannot assure you that we will identify or successfully complete transactions with suitable acquisition candidates in the future. If an acquired business fails to operate as anticipated or cannot be successfully integrated with our other businesses, our results of operations, enterprise value, market value and prospects could all be materially and adversely affected. Integration of new acquisitions into our consolidated operations may result in lower average operating results for the group as a whole, and may divert management’s focus from the ongoing operations of the Company during the integration period.

Our strategy also focuses on the reduction of selling, general and administrative expenses through the integration or elimination of redundant sales facilities and administrative functions at acquired companies. During the nine months ended September 30, 2012, the Company completed the 2012 Acquisitions, as previously described in Note 3 “Acquisitions” of Part I. Item 1. ��Financial Statements (Unaudited)” of this Form 10-Q. If we are unable to achieve our expectations with respect to the 2012 Acquisitions or future acquisitions, such inability could have a material and adverse effect on our results of operations. In connection with the 2012 Acquisitions, we recorded $18.0 million of preliminary goodwill. If our acquisitions fail to perform up to our expectations, or if the value of goodwill or other intangible assets that may be identified decreases as a result of weakened economic conditions, we could be required to record a loss from the impairment of assets.

If we were to undertake a substantial acquisition for cash, the acquisition would either be funded with cash on hand or financed in part through bank borrowings or the issuance of public or private debt or equity or the Company’s common stock. The acquisition of the 2012 Acquired Companies was funded with cash on hand and through the issuance of shares of the Company’s Class B common stock. If we borrow money to finance future acquisitions, this would likely decrease our ratio of earnings to fixed charges and adversely affect other leverage criteria and could result in the imposition of material restrictive covenants. Under our existing credit facility, we are required to obtain our lenders’ consent for certain additional debt financing and to comply with other covenants, including the application of specific financial ratios, and we may be restricted from paying cash dividends on our capital stock. We cannot assure you that the necessary acquisition financing would be available to us on acceptable terms, or at all, when required. If we issue a substantial amount of stock either as consideration in an acquisition or to finance an acquisition, such issuance may dilute existing stockholders and may take the form of capital stock having preferences over our existing common stock.

~~Return to Index~~

Item 22. . Unregistered Sales of Equity Securities and Use of Proceeds

~~The following table sets forth certain information regarding the Company’s purchase of shares of its Class B Common Stock during each calendar month in the quarter ended September 30, 2012:~~

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plan

July 1 - July 31, 2012 - $ - - 554,631
August 1 - August 31, 2012 36,399 18.78 36,399 478,263
September 1 - September 30, 2012 53,592 19.06 53,592 444,075

Total 89,991 $ 18.94 89,991 444,075

In July 2012, Bel’s Board of Directors approved a share buyback program whereby the Company iswas 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 ~~89,991~~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 ~~three months ended September 30, 2012.~~second or third quarters of 2013.

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Item 6.6. Exhibits

(a) Exhibits:

10.1*	Sixth Amendment to Credit and Guaranty Agreement dated as of November 8, 2013, by and among Bel Fuse Inc., as Borrower, the Subsidiary Guarantors party thereto and the Bank of America, N.A., as Lender.

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

* Filed herewith.

** 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BEL FUSE INC.
November ~~9, 2012~~8, 2013
By:	/s/ Daniel Bernstein
	Daniel Bernstein
	President and Chief Executive Officer

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

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EXHIBIT INDEX

Exhibit 10.1* - Sixth Amendment to Credit and Guaranty Agreement dated as of November 8, 2013, by and among Bel Fuse Inc., as Borrower, the Subsidiary Guarantors party thereto and the Bank of America, N.A., as Lender.

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

* Filed herewith.

** Submitted herewith.

	Liability at		New		Cash Payments &			Liability at
	December 31, 2011		Charges		Other Settlements			September 30, 2012
Termination benefits	$	-	$	2,001	$	(842	)	$	1,159
Transportation of equipment		-		97		(97	)		-
Set-up costs		-		38		(38	)		-
Other restructuring costs		-		24		(24	)		-
Total	$	-	$	2,160	$	(1,001	)	$	1,159

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plan

July 1 - July 31, 2012		-	$	-		-		554,631
August 1 - August 31, 2012		36,399		18.78		36,399		478,263
September 1 - September 30, 2012		53,592		19.06		53,592		444,075

Total		89,991	$	18.94		89,991		444,075