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 ~~March 31,~~September 30, 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 ~~May~~November 1, 2013
Class A Common Stock ($0.10 par value)		2,174,912
Class B Common Stock ($0.10 par value)		~~9,191,177~~9,223,927

BEL FUSE INC.

INDEX

			Page
Part I		Financial Information

	Item 1.	Financial Statements (unaudited)	1

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

		Condensed Consolidated Statements of Operations for the Three and Nine
		Months Ended ~~March 31,~~September 30, 2013 and 2012 (unaudited)	3

		Condensed Consolidated Statements of Comprehensive ~~(Loss)~~ Income for
		the Three and Nine Months Ended ~~March 31,~~September 30, 2013 and 2012 (unaudited)	4

		Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine
		Months Ended ~~March 31,~~September 30, 2013 and 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 - 2427

	Item 3.	Quantitative and Qualitative Disclosures About
		Market Risk	2427

	Item 4.	Controls and Procedures	2527

Part II		Other Information

	Item 1.	Legal Proceedings	2527

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2527

	Item 6.	Exhibits	2628

	Signatures		2729

Return to Index

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, 2012.

The results of operations for the three and nine months ended ~~March 31,~~September 30, 2013 are not necessarily indicative of the results for the entire fiscal year or for any other period.

~~-1-~~1

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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)

		March 31,			December 31,				September 30,			December 31,
		2013			2012				2013			2012
ASSETS
Current Assets:
Cash and cash equivalents		$	53,312		$	71,262			$	46,920		$	71,262
Accounts receivable - less allowance for doubtful accounts of $760
and $743 at March 31, 2013 and December 31, 2012, respectively			48,649			43,086
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			60,696			54,924				71,779			54,924
Restricted cash			12,993			12,993				12,994			12,993
Prepaid expenses and other current assets			6,765			4,482				6,884			4,482
Refundable income taxes			2,988			2,955				3,456			2,955
Deferred income taxes			2,545			1,434				2,838			1,437
Total Current Assets			187,948			191,136				213,537			190,918

Property, plant and equipment - net			38,823			34,988				40,338			35,002
Deferred income taxes			3,648			1,403				1,591			1,403
Intangible assets - net			20,067			20,963				22,700			22,191
Goodwill			22,038			14,218				27,222			13,559
Other assets			12,840			12,510				13,009			12,510
TOTAL ASSETS		$	285,364		$	275,218			$	318,397		$	275,583

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		$	25,135		$	18,862			$	35,244		$	18,862
Accrued expenses			34,437			25,360				32,150			25,360
Accrued restructuring costs			-			122				-			122
Short-term borrowings under revolving credit line										12,000			-
Notes payable			122			205				532			205
Income taxes payable			1,207			1,040				2,585			1,040
Dividends payable			799			799				851			799
Total Current Liabilities			61,700			46,388				83,362			46,388

Long-term Liabilities:
Liability for uncertain tax positions			2,168			2,161				1,218			2,161
Minimum pension obligation and unfunded pension liability			11,462			11,045				11,964			11,045
Deferred income taxes										-			394
Other long-term liabilities			234			233				512			233
Total Long-term Liabilities			13,864			13,439				13,694			13,833
Total Liabilities			75,564			59,827				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; 9,191,177 and 9,372,170 shares outstanding, respectively
authorized; 9,225,327 and 9,372,170 shares outstanding, respectively
(net of 3,218,307 treasury shares)			919			937				923			937
Additional paid-in capital			17,583			20,452				18,421			20,452
Retained earnings			193,897			195,212				202,556			195,183
Accumulated other comprehensive loss			(2,816	)		(1,427	)			(776	)		(1,427	)
Total Stockholders' Equity			209,800			215,391				221,341			215,362
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		$	285,364		$	275,218			$	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.

~~-2-~~2

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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						Three Months Ended						Nine Months Ended
		March 31,						September 30,						September 30,
		2013			2012			2013			2012			2013			2012

Net Sales		$	63,028		$	65,561		$	101,164		$	76,059		$	258,173		$	214,842

Costs and expenses:
Cost of sales			53,922			55,132			80,730			63,472			212,699			179,690
Selling, general and administrative			10,402			8,858			12,106			9,929			34,657			28,350
Restructuring charge			124			137
Restructuring charges									-			1,778			1,387			2,160
			64,448			64,127			92,836			75,179			248,743			210,200

(Loss) income from operations			(1,420	)		1,434
Income from operations									8,328			880			9,430			4,642

Gain on sale of investment									98			-			98			-
Impairment of investment									-			(297	)		-			(775	)
Interest expense			(3	)		-			(67	)		-			(75	)		-
Interest income and other, net			40			76			82			63			189			216

(Loss) earnings before (benefit) provision for income taxes			(1,383	)		1,510
(Benefit) provision for income taxes			(830	)		634
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 (loss) earnings		$	(553	)	$	876
Net earnings								$	7,836		$	2,491		$	9,689		$	4,804


(Loss) earnings per share:
Earnings per share:
Class A common share - basic and diluted		$	(0.05	)	$	0.07		$	0.65		$	0.20		$	0.80		$	0.37
Class B common share - basic and diluted		$	(0.05	)	$	0.08		$	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
Class B common share - basic and diluted			9,221,104			9,631,805			9,228,731			9,697,097			9,221,032			9,668,785

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

~~-3-~~4

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BEL FUSE INC. AND SUBSIDIARIES

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

Three Months Ended
March 31,
2013 2012

Net (loss) earnings $ (553 ) $ 876

Other comprehensive (loss) income:
Currency translation adjustment, net of taxes of ($221) and $0,
    respectively (1,413 ) 415
Unrealized holding gains on marketable securities arising
   during the period, net of taxes of $52 and $13, respectively 85 26
Change in unfunded SERP liability, net of taxes of ($27)
   and $18, respectively (61 ) 40
Other comprehensive (loss) income (1,389 ) 481

Comprehensive (loss) income $ (1,942 ) $ 1,357

See notes to unaudited condensed consolidated financial statements.

BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
	Nine Months Ended
	September 30,
	2013			2012
Cash flows from operating activities:
Net earnings	$	9,689		$	4,804
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization		7,636			6,637
Stock-based compensation		1,376			1,294
Loss on disposal of property, plant and equipment		-			111
Realized gain on sale of investment		(98	)		-
Impairment of investment		-			775
Other, net		356			(275	)
Deferred income taxes		(223	)		(1,546	)
Changes in operating assets and liabilities (see page 6)		(12,675	)		(4,002	)
Net Cash Provided by Operating Activities		6,061			7,798

Cash flows from investing activities:
Purchase of property, plant and equipment		(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	)
Proceeds from disposal of property, plant and equipment		-			36
Net Cash Used in Investing Activities		(37,394	)		(22,544	)

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

Effect of exchange rate changes on cash		297			133

Net Decrease in Cash and Cash Equivalents		(24,342	)		(18,716	)
Cash and Cash Equivalents - beginning of period		71,262			88,241
Cash and Cash Equivalents - end of period	$	46,920		$	69,525

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

~~-4-~~5

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BEL FUSE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)
Three Months Ended
March 31,
2013 2012
Cash flows from operating activities:
Net (loss) earnings $ (553 ) $ 876
Adjustments to reconcile net (loss) earnings to net
cash provided by operating activities:
Depreciation and amortization 2,212 2,105
Stock-based compensation 470 450
(Gain) loss on disposal of property, plant and equipment (7 ) 69
Other, net 262 (280 )
Deferred income taxes (856 ) (809 )
Changes in operating assets and liabilities (see page 6) 222 54
      Net Cash Provided by Operating Activities 1,750 2,465

Cash flows from investing activities:
Purchase of property, plant and equipment (1,151 ) (1,130 )
Payment for acquisition, net of cash acquired (see page 6) (14,121 ) (2,687 )
Purchase of marketable securities - (7 )
Proceeds from disposal of property, plant and equipment 6 2
       Net Cash Used in Investing Activities (15,266 ) (3,822 )

Cash flows from financing activities:
Dividends paid to common shareholders (762 ) (782 )
Decrease in notes payable (79 ) -
Purchase and retirement of Class B common stock (3,356 ) -
       Net Cash Used In Financing Activities (4,197 ) (782 )

Effect of exchange rate changes on cash (237 ) 153

Net Decrease in Cash and Cash Equivalents (17,950 ) (1,986 )
Cash and Cash Equivalents - beginning of period 71,262 88,241
Cash and Cash Equivalents - end of period $ 53,312 $ 86,255

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

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

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

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

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

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

~~-5-~~6

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BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(dollars in thousands)
(Unaudited)
Three Months Ended
March 31,
2013 2012

Changes in operating assets and liabilities consist of:
Decrease in accounts receivable $ 5,652 $ 1,831
Decrease (increase) in inventories 237 (3,280 )
Increase in prepaid expenses and other current assets (1,494 ) (695 )
Decrease (increase) in other assets 12 (10 )
(Decrease) increase in accounts payable (2,170 ) 1,740
Decrease in accrued expenses (2,104 ) (763 )
Increase in other liabilities 7 -
Decrease in accrued restructuring costs (122 ) -
Increase in income taxes payable 204 1,231
$ 222 $ 54

Supplementary information:
Cash paid during the period for:
    Income taxes, net of refunds received $ (237 ) $ 235
    Interest 3 -

Details of acquisition:
   Fair value of identifiable net assets acquired $ 21,430 $ 157
   Goodwill 8,278 2,577
       Fair value of net assets acquired $ 29,708 $ 2,734

   Fair value of consideration transferred $ 29,708 $ 2,734
   Less:  Cash acquired in acquisition $ (8,388 ) $ -
   Deferred consideration (7,199 ) (47 )
      Cash paid for acquisition $ 14,121 $ 2,687
See notes to unaudited condensed consolidated financial statements.

~~-6-~~

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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 ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 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, 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, 2012.

On March 9, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of GigaCom Interconnect AB (“GigaCom”). On July 31, 2012, the Company consummated its acquisition of 100% of the issued and outstanding capital stock of Fibreco Ltd. (“Fibreco”). On September 12, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Powerbox Italia S.r.L. and its subsidiary, Powerbox Design (collectively, “Powerbox”, now merged to form Bel Power Europe S.r.l.). The acquisitions of GigaCom, Fibreco and Powerbox may hereafter be referred to collectively as either the “2012 Acquisitions” or the “2012 Acquired Companies”. On March 29, 2013, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Transpower Technologies (HK) Limited (“Transpower”) and certain other tangible and intangible assets related to the Transpower magnetics business of TE ~~Connectivity.~~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 ~~March 31,~~September 30, 2013 and ~~March 31,~~September 30, 2012 include the operating results of the acquired companies from their respective acquisition ~~date~~dates through the respective period end dates. The ~~measurement period adjustments impacting the first quarter~~accompanying condensed consolidated financial statements as of December 31, 2012 ~~related solely to an immaterial amount of depreciation associated with GigaCom. Due to the immaterial amount, the results of operations~~ and ~~cash flows~~ for the three and nine months ended ~~March 31,~~September 30, 2012 have ~~not~~ been restated to reflect ~~this~~immaterial measurement period ~~adjustment.~~

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, 2012. There were no significant changes to these accounting policies during the ~~three~~nine months ended ~~March 31,~~September 30, 2013. Recent accounting pronouncements adopted during the first ~~quarter~~nine months of 2013 are as follows:

Accounting Standards Update (“ASU”) 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 Company adopted ASU No. 2012-02 during the first quarter of 2013. The adoption of this update did not have a material ~~impact~~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. 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 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”)

~~-7-~~7

~~Return~~

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 ~~Index~~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 results of operations, financial condition or cash flows.

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

The Company utilizes the two-class method to report its ~~(loss)~~ earnings per share. The two-class method is ~~a (loss)~~an earnings allocation formula that determines ~~(loss)~~ earnings per share for each class of common stock according to dividends declared and participation rights in undistributed ~~(loss)~~ earnings. The Company’s Certificate of Incorporation, as amended, states that Class B common shares are entitled to dividends at least 5% greater than dividends paid to Class A common shares, resulting in the two-class method of computing ~~(loss)~~ earnings per share. In computing ~~(loss)~~ 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 ~~(loss)~~ earnings have been allocated to Class B shares than to the Class A shares on a per share basis. Basic ~~(loss)~~ earnings per common share are computed by dividing net ~~(loss)~~ earnings by the weighted-average number of common shares outstanding during the period. Diluted ~~(loss)~~ earnings per common share, for each class of common stock, are computed by dividing net ~~(loss)~~ 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 ~~March 31,~~September 30, 2013 or 2012 which would have had a dilutive effect on earnings per share.

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

Three Months Ended
March 31,
2013 2012

Numerator:
Net (loss) earnings $ (553 ) $ 876
Less Dividends:
     Class A 130 130
     Class B 632 675
Undistributed (loss) earnings $ (1,315 ) $ 71

Undistributed (loss) earnings allocation - basic and diluted:
     Class A undistributed (loss) earnings $ (241 ) $ 13
     Class B undistributed (loss) earnings (1,074 ) 58
     Total undistributed (loss) earnings $ (1,315 ) $ 71

Net (loss) earnings allocation - basic and diluted:
     Class A allocated (loss) earnings $ (111 ) $ 143
     Class B allocated (loss) earnings (442 ) 733
     Net (loss) earnings $ (553 ) $ 876

Denominator:
Weighted-average shares outstanding:
     Class A common share - basic and diluted 2,174,912 2,174,912
     Class B common share - basic and diluted 9,221,104 9,631,805

(Loss) earnings per share:
     Class A common share - basic and diluted $ (0.05 ) $ 0.07
     Class B common share - basic and diluted $ (0.05 ) $ 0.08

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

Numerator:
Net earnings	$	7,836	$	2,491	$	9,689	$	4,804
Less Dividends:
Class A		131		130		391		392
Class B		650		681		1,925		2,036
Undistributed earnings	$	7,055	$	1,680	$	7,373	$	2,376

Undistributed earnings allocation - basic and diluted:
Class A undistributed earnings	$	1,293	$	296	$	1,353	$	419
Class B undistributed earnings		5,762		1,384		6,020		1,957
Total undistributed earnings	$	7,055	$	1,680	$	7,373	$	2,376

Net earnings allocation - basic and diluted:
Class A allocated earnings	$	1,424	$	426	$	1,744	$	811
Class B allocated earnings		6,412		2,065		7,945		3,993
Net earnings	$	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
Class B common share - basic and diluted		9,228,731		9,697,097		9,221,032		9,668,785

Earnings per share:
Class A common share - basic and diluted	$	0.65	$	0.20	$	0.80	$	0.37
Class B common share - basic and diluted	$	0.69	$	0.21	$	0.86	$	0.41

3. ACQUISITIONS

2013 ~~Acquisition~~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. ~~The~~During the second quarter of 2013, the Company ~~has accrued $7.2~~paid an additional $6.8 million ~~of additional~~in consideration ~~payable~~ to TE related to a working capital adjustment ~~at March 31,~~and an additional net payment of $0.1 million was made in the third quarter of 2013. Transpower ~~Technology (HK) Limited~~ 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.

~~-8-~~

~~Return to Index~~

During the three and nine months ended ~~March 31,~~September 30, 2013, the Company incurred ~~$0.3~~$0.1 million and $0.6 million, respectively, of acquisition-related costs associated with ~~TRP.~~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 ~~March 31,~~September 30, 2013.

While the initial accounting related to the acquisitions of TRP ~~acquisition~~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
	March 29, 2013				2013				Adjustments			(As adjusted)			2013			(As adjusted)
Cash	$	8,388			$	8,388			$	-		$	8,388		$	-		$	8,388
Accounts receivable		11,580				11,580				(39	)		11,541			994			12,535
Inventories		6,258		(a)		6,258		(a)		707			6,965			2,588			9,553
Other current assets		1,953				1,953				-			1,953			83			2,036
Property, plant and equipment		4,693		(b)		4,693		(b)		(165	)		4,528			2,285			6,813
Intangible assets		-		(c)		-		(c)		-			-			-			-
Other assets		1,151				1,151				-			1,151			84			1,235
Total identifiable assets		34,023				34,023				503			34,526			6,034			40,560

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


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

~~There were no operations related to TRP between the March 29, 2013 acquisition date and March 31, 2013. As a result, TRP’s~~The results of operations ~~had no impact on~~of the ~~Company’s condensed consolidated statement of operations for the three months ended March 31, 2013. The preliminary fair values of net assets acquired, as noted above, are~~2013 Acquired Companies have been included in the Company’s ~~condensed~~ consolidated ~~balance sheet at March 31, 2013.~~ 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 ~~TRP.~~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 ~~TRP acquisition;~~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 ~~TRP acquisition~~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.

~~-9-~~

~~Return to Index~~

The following unaudited pro forma consolidated results of operations assume that the ~~acquisition~~acquisitions of ~~TRP was~~the 2013 Acquired Companies were completed as of January 1, 2012. The pro forma results noted below for the three and nine months ended ~~March 31,~~September 30, 2012 also ~~assume~~include the effects of the 2012 Acquisitions discussed below (dollars in thousands except per share data):

	Three Months Ended				Three Months Ended				Nine Months Ended
	March 31,				September 30,				September 30,
	2013		2012		2013		2012		2013		2012

Revenue	$	83,529	$	86,410	$	102,056	$	97,982	$	283,137	$	283,986
Net earnings		2,129		2,720		7,882		5,295		12,606		12,578
Earnings per Class A common share - basic and diluted		0.18		0.22		0.66		0.42		1.05		1.00
Earnings per Class B common share - basic and diluted		0.19		0.23		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 with a cash payment of $2.7 million (£1.7 million). GigaCom, located in Gothenburg, Sweden, is a supplier of expanded beam fiber optic ~~technology and a participant in the development of next-generation commercial aircraft components.~~technology. GigaCom has become part of Bel’s Cinch Connector business. Management believes that GigaCom’s offering of expanded beam fiber optic (“EBOSA®”) products will enhance the Company’s position within the growing aerospace and military markets.

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

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

~~During the three months ended March 31, 2013 and 2012, the Company incurred $0.1 million and less than $0.1 million, respectively, of acquisition-related~~

Acquisition-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 ~~statement~~statements of ~~operations for the three months ended March 31, 2012.~~operations.

During the ~~first~~year ended December 31, 2012, the Company completed the purchase accounting related to the GigaCom and Fibreco acquisitions. During the third quarter of 2013, the Company completed the purchase accounting related to its ~~acquisitions~~acquisition of ~~GigaCom and Fibreco. While the initial accounting related to the Powerbox acquisition is not complete as of the filing date 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 consideration transferred and identifiable net assets acquired related to the 2012 ~~Acquisitions~~acquisitions (in thousands):

~~-10-~~

~~Return to Index~~

				Measurement			Acquisition-Date						Measurement			Acquisition-Date
	Acquisition-Date			Period			Fair Values			Acquisition-Date			Period			Fair Values
	Fair Values			Adjustments (a)			(As adjusted)			Fair Values			Adjustments			(As finalized)
Cash and cash equivalents	$	2,991		$	-		$	2,991		$	2,991		$	-		$	2,991
Accounts receivable		3,750			224			3,974			3,750			3			3,753
Inventories		1,061			(16	)		1,045			1,061			(16	)		1,045
Other current assets		90			-			90			90			-			90
Property, plant and equipment		502			248			750			502			263			765
Intangible assets		30			10,358			10,388			30			11,626			11,656
Total identifiable assets		8,424			10,814			19,238			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	)		(60	)		(324	)		(264	)		(60	)		(324	)
Deferred income tax liability, current		(70	)		-			(70	)		(70	)		-			(70	)
Deferred income tax liability, noncurrent		-			(2,297	)		(2,297	)		-			(2,700	)		(2,700	)
Other long-term liabilities		(216	)		-			(216	)		(216	)		-			(216	)
Total liabilities assumed		(4,204	)		(2,357	)		(6,561	)		(4,204	)		(2,760	)		(6,964	)
Net identifiable assets acquired		4,220			8,457			12,677			4,220			9,116			13,336
Goodwill		17,965			(8,241	)		9,724			17,965			(8,900	)		9,065
Net assets acquired	$	22,185		$	216		$	22,401		$	22,185		$	216		$	22,401


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

(a) There were no measurement period adjustments recorded during the three months ended March 31, 2013 related to the 2012
acquisitions.

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

	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 results of operations of the 2012 Acquired Companies have been included in the Company’s consolidated financial statements for the periods subsequent to their respective acquisition dates. During the ~~three months~~three-month periods ended ~~March 31,~~September 30, 2013 ~~the~~and 2012, ~~Acquisitions~~Fibreco and Bel Power Europe contributed ~~$2.9~~combined revenues of $1.8 million ~~of revenues~~ and ~~$0.8~~$0.9 million, ofrespectively, and combined net earnings ~~to the Company. The 2012 Acquisitions had an immaterial contribution~~of $0.1 million and less than $0.1 million, respectively, to the 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 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 ~~first quarter of 2012.~~three-month periods ended September 30, 2013 and 2012, respectively, and $0.7 million and $0.3 million during the nine-month periods ended September 30, 2013 and 2012, respectively.

4. FAIR VALUE MEASUREMENTS

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

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

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

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

As of ~~March 31,~~September 30, 2013 and December 31, 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 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 are categorized as available-for-sale securities and are included as other assets in the accompanying condensed consolidated balance sheets at ~~March 31,~~September 30, 2013 and December 31, 2012. The gross unrealized gains associated with the investments held in the rabbi trust were $0.4 million at each of September 30, 2013 and December 31, 2012. Such unrealized gains are included, net of tax, in accumulated other comprehensive loss.

~~-11-~~

~~Return to Index~~

As of ~~March 31,~~September 30, 2013 and December 31, 2012, the Company had marketable securities with a combined fair value of less than $0.1 million at each date, and gross unrealized losses of less than $0.1 million at each date. Such unrealized losses are included, net of tax, in accumulated other comprehensive loss. The fair value of the equity securities is determined based on quoted market prices in public markets and is categorized as Level 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 ~~three~~nine months ended ~~March 31,~~September 30, 2013 and 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 ~~three~~nine months ended ~~March 31,~~September 30, 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 ~~March 31,~~September 30, 2013 and December 31, 2012 (dollars in thousands).

			Assets at Fair Value Using								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)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
As of March 31, 2013
As of September 30, 2013
Available-for-sale securities:
Investments held in rabbi trust	$	6,150	$	6,150	$	-	$	-	$	3,238	$	3,238	$	-	$	-
Marketable securities		3		3		-		-		3		3		-		-

Total	$	6,153	$	6,153	$	-	$	-	$	3,241	$	3,241	$	-	$	-

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

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

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 ~~March 31,~~September 30, 2013 or December 31, 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 ~~three~~nine months ended ~~March 31,~~September 30, 2013 or 2012 that would warrant interim impairment testing.

5. INVENTORIES

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

	March 31,		December 31,		September 30,		December 31,
	2013		2012		2013		2012
Raw materials	$	29,482	$	26,157	$	30,919	$	26,157
Work in progress		11,600		8,200		12,081		8,200
Finished goods		19,614		20,567		28,779		20,567
	$	60,696	$	54,924	$	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.

~~-12-~~13

~~Return to Index~~

6.7. 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						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2013			2012			2013			2012			2013			2012
Total segment sales:
North America	$	29,222		$	36,525		$	34,273		$	34,370		$	95,796		$	106,349
Asia		32,725			34,847			69,602			47,238			166,362			125,881
Europe		10,125			7,990			9,313			8,983			30,029			24,200
Total segment sales		72,072			79,362			113,188			90,591			292,187			256,430
Reconciling item:
Intersegment sales		(9,044	)		(13,801	)		(12,024	)		(14,532	)		(34,014	)		(41,588	)
Net sales	$	63,028		$	65,561		$	101,164		$	76,059		$	258,173		$	214,842

(Loss) income from operations:
Income (loss) from operations:
North America	$	(1,482	)	$	2,310		$	(96	)	$	(189	)	$	(3,591	)	$	4,074
Asia		(666	)		(1,562	)		8,400			1,048			12,377			8
Europe		728			686			24			21			644			560
	$	(1,420	)	$	1,434		$	8,328		$	880		$	9,430		$	4,642

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

Recent Acquisitions – During the three and nine months ended ~~March 31,~~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, ~~Acquired Companies~~Fibreco and Bel Power Europe contributed combined revenues of ~~$2.9~~$1.8 million and ~~estimated~~$0.9 million, respectively, and combined operating income ~~from operations~~ of ~~$0.8~~$0.1 million and $0.1 million, respectively, to the Company’s Europe operating segment. ~~The first~~During the nine-month periods ended September 30, 2013 and 2012, Fibreco and Bel Power Europe contributed combined revenues of ~~the 2012 Acquisitions occurred on March 9, 2012 with the acquisition~~$7.7 million and $0.9 million, respectively, and combined operating income of ~~GigaCom~~$1.3 million and ~~as a result, the 2012 Acquisitions did not have a material impact on~~$0.1 million, respectively, to the Company’s ~~condensed consolidated statement of operations for the three months ended March 31, 2012.~~Europe 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. ~~(Loss) income~~Income (loss) from operations represents net sales less operating costs and expenses.

7.
8. INCOME TAXES

At ~~March 31,~~September 30, 2013 and December 31, 2012, the Company has approximately ~~$2.7~~$2.2 and 2.7 million, respectively, of liabilities for uncertain tax positions ($~~0.5~~1.0 million and $0.5 million, respectively, included in income taxes payable and $1.2 million and $2.2 million, respectively, included in liability for uncertain tax positions) all of which, if 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.

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 ~~March 31,~~September 30, 2013. A total of ~~$0.6~~$1.0 million of previously recorded liabilities for uncertain tax positions relates ~~principally~~primarily to the 2008 tax year which expire during the three months ended September 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 ~~year. The statute~~years, respectively, were reversed during the quarters ended September 30, 2013 and 2012, respectively. This was offset in part by an increase in the liability for uncertain tax positions in the amount of ~~limitations related to these liabilities is scheduled to expire on~~$1.2 million during the quarter ended September ~~15, 2013.~~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 ~~three~~nine months ended ~~March 31,~~September 30, 2013 and 2012, the Company recognized an immaterial amount of interest and penalties and no interest and penalties, respectively, in the condensed consolidated statements of operations. The Company has approximately $0.2 million accrued for the payment of such interest and penalties at ~~March 31,~~September 30, 2013 and December 31, 2012, which is included in the liability for uncertain tax positions in the accompanying condensed consolidated balance sheets at each date.

~~-13-~~

~~Return to Index~~

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 ~~was required to complete~~completed a ~~preliminary~~ fair market value report of property, plant and equipment and intangibles. As a result of that report, the Company established deferred tax liabilities at the date of acquisition in the amounts of $1.7 million, $0.6 million and ~~$0.6~~$0.4 million, respectively, for the Fibreco, Gigacom and ~~GigaCom~~Bel Power Europe acquisitions. At ~~March 31,~~September 30, 2013 and December 31, 2012, a combined deferred tax liability of ~~$2.1~~$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 ~~March 31,~~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 ~~March 31,~~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 ~~Powerbox~~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 ~~TRP acquisitions.~~equipment and intangibles. The Company acquired a deferred tax liability in the amount of $0.9 million arising from temporary differences related to property, plant and equipment. At September 30, 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 has made elections under Internal Revenue Code (“IRC”) Section 338(g) to step-up the tax basis of the 2012 ~~acquisitions~~Acquisitions to fair value. The elections made under Section 338(g) affect only ~~affect~~ the U.S. income taxes (not those of the foreign countries where the acquired entities were incorporated). The Company is considering making a Section 338(g) election with respect to the 2013 acquisition of Array.

On January 2, 2013, President Obama signed the “American Taxpayer Relief Act” (“ATRA”). 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 bill into law. Although the extenders were effective retroactively for 2012, the Company could only consider currently enacted tax law as of the balance sheet date in determining current and deferred taxes at December 31, 2012. During the first quarter ~~ended March 31,~~of 2013, the Company recognized the $0.4 million R&E credit from 2012 as an increase in the 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.

9. ACCRUED EXPENSES

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

	March 31,		December 31,		September 30,		December 31,
	2013		2012		2013		2012
Sales commissions	$	1,224	$	1,295	$	1,589	$	1,295
Subcontracting labor		1,960		2,408		2,626		2,408
Salaries, bonuses and related benefits		8,163		6,023		12,905		6,023
Litigation reserve		11,549		11,549		11,549		11,549
Consideration payable on Transpower acquisition		7,199		-
Other		4,342		4,085		3,481		4,085
	$	34,437	$	25,360	$	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, 2013 and December 31, 2012, the Company maintained a $30 million line of credit, which 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 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. 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, 2013. In November 2013, the 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.

9.11. RETIREMENT FUND AND PROFIT SHARING PLAN

The Company maintains the Bel Fuse Inc. Employees’ Savings Plan, a 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 contributions are matched by the Company. The Company’s matching contributions are equal to 100% of the first 1% of compensation contributed by participants, and 50% of the next 5% of compensation contributed by participants. The expense for the three months ended ~~March 31,~~September 30, 2013 and 2012 amounted to approximately $0.1 million in each period. The expense for the nine months ended September 30, 2013 and 2012 amounted to approximately $0.4 million in each period. Prior to January 1, 2012, the plan’s structure provided for a Company match and discretionary profit sharing contributions that were made in the form of the Company’s common stock. As of ~~March 31,~~September 30, 2013, the plan owned ~~15,325~~14,911 and ~~216,867~~203,069 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The ~~Company’s subsidiaries in Asia, other than TRP, have~~Company also has a retirement fund ~~covering~~in Asia 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 ~~March 31,~~September 30, 2013 and 2012 amounted to approximately $0.1 million in each period. The expense for the nine months ended September 30, 2013 and 2012 amounted to approximately $0.2 million in each period. As of ~~March 31,~~September 30, 2013, the plan owned 3,323 and 17,342 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

~~-14-~~16

~~Return to Index~~

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.

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

	Three Months Ended				Three Months Ended				Nine Months Ended
	March 31,				September 30,				September 30,
	2013		2012		2013		2012		2013		2012
Service cost	$	139	$	109	$	139	$	109	$	417	$	327
Interest cost		112		104		112		104		337		312
Amortization of adjustments		77		58		77		58		231		174
Total SERP expense	$	328	$	271	$	328	$	271	$	985	$	813

	March 31,		December 31,		September 30,		December 31,
	2013		2012		2013		2012
Balance sheet amounts:
Minimum pension obligation
and unfunded pension liability	$	11,462	$	11,045	$	11,964	$	11,045

Amounts recognized in accumulated
other comprehensive loss, pretax:
Prior service cost	$	1,005	$	877	$	931	$	877
Net gains		2,844		2,884		2,764		2,884
	$	3,849	$	3,761	$	3,695	$	3,761

~~10.~~12. ACCUMULATED OTHER COMPREHENSIVE LOSS

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

March 31, December 31,
2013 2012

Foreign currency translation adjustment $ (486 ) $ 927
Unrealized holding losses on available-for-sale
  securities, net of taxes of $213 and $161 as of
  March 31, 2013 and December 31, 2012 341 256
Unfunded SERP liability, net of taxes of ($1,178) and ($1,151) as
  of March 31, 2013 and December 31, 2012 (2,671 ) (2,610 )

Accumulated other comprehensive loss $ (2,816 ) $ (1,427 )

	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	)

~~-15-~~17

~~Return to Index~~

Changes in accumulated other comprehensive loss by component during the ~~three~~nine months ended ~~March 31,~~September 30, 2013 are as follows. All amounts are net of tax (dollars in thousands).

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

Balance at January 1, 2013 $ 927 $ 256 $ (2,610 ) $ (1,427 )
     Other comprehensive loss before reclassifications (1,413 ) 85 (101 ) (1,429 )
     Amounts reclassified from accumulated other
          comprehensive loss - - 40 40 (a)
     Net current period other comprehensive loss (1,413 ) 85 (61 ) (1,389 )

Balance at March 31, 2013 $ (486 ) $ 341 $ (2,671 ) $ (2,816 )

(a) This reclassification from accumulated other comprehensive loss relates to the amortization of prior service costs 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.

			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.

~~11. LEGAL PROCEEDINGS~~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, 2012 for the details of all of Bel’s material pending lawsuits. ~~Legal~~Certain developments that have arisen in legal proceedings subsequent to the filing of the Company’s Annual Report on Form 10-K are described below.

The Company is a defendant in a lawsuit captioned SynQor, Inc. v. Artesyn Technologies, Inc., et al. brought in the 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~~respect to the Company, the 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 consolidated statement of operations in the 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 recorded costs and interest associated with this lawsuit of $0.2 million. A final judgment in the case was entered on August 17, 2011. The Company was in the process of 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 the full amount of the damage award plus costs and interest would need to 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 ~~sheet~~sheets at September 30, 2013 and December 31, ~~2012 and March 31, 2013.~~2012. The United States Court of Appeals for the Federal Circuit (“CAFC”) heard oral argument in the SynQor case on October 2, 2012 and issued its opinion on March 13, 2013. In its opinion, the CAFC affirmed the district court’s findings and judgment on all issues up on appeal. The Company and the other Defendants jointly filed a Petition for Rehearing En Banc with the CAFC on April 12, 2013, which was denied by the CAFC on May 14, 2013. The Defendants filed a joint petition for certiorari with the Supreme Court on September 23, 2013.

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

The Company is a plaintiff in a lawsuit captioned Bel Fuse Inc. et al. v. Molex Inc. brought in the United District Court of New Jersey in April 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 filed an amended complaint and response on August 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 response on October 7, 2013.

~~-16-~~19

~~Return to Index~~

~~The Company, through its subsidiary Cinch Connectors Inc., is a defendant in 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 complaint was amended to include Cinch Connectors Inc. and other defendants on August 13, 2012. The Company filed its answer to the complaint on October 19, 2012.

~~12. RELATED PARTY TRANSACTIONS~~

As of March 31, 2013, 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 its Class A stock of approximately 31.6%.

~~-17-~~

~~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, 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, 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

The Company designs, manufactures and markets a broad array of magnetics, modules, circuit protection devices and interconnect products. Bel’s products are primarily used in the networking, telecommunications, computing, military, aerospace, transportation and 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 ~~three~~nine months ended ~~March 31,~~September 30, 2013, ~~42%~~55% of the Company’s revenues were derived from Asia, 34% from North America ~~42% from Asia~~ and ~~16%~~11% from its Europe operating segment. Sales of the Company’s ~~interconnect~~magnetic products represented approximately ~~41%~~48% of its total net sales during the ~~three~~nine months ended ~~March 31,~~September 30, 2013. The remaining revenues related to sales of the Company’s ~~magnetic~~interconnect products ~~(34%~~(32%), module products ~~(21%~~(17%) and circuit protection products ~~(4%~~(3%).

The Company’s expenses are driven principally by the cost of labor where the factories that Bel uses are located, the cost of the materials that it uses and its ability to effectively and efficiently manage overhead costs. As labor and material costs vary by product line, any significant shift in product mix 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; and Worksop and Great Dunmow, England. ~~The Company ceased manufacturing at the Vinita, Oklahoma manufacturing facility during the first quarter of 2013.~~

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.

~~-18-~~20

~~Return to Index~~

Trends Affecting our Business

The Company believes the key factors affecting Bel’s ~~three~~results for the nine months ended ~~March 31,~~September 30, 2013 and/or future results include the following:

Recent Acquisitions – The Company has completed five acquisitions since the first quarter of 2012. During the three ~~small acquisitions in 2012. Fibreco~~ and ~~Powerbox, both~~nine months ended September 30, 2013, the acquired ~~in 2012,~~companies have contributed a combined ~~$2.9~~$28.2 million and $56.3 million of sales, respectively, and ~~added $0.9~~a combined $4.9 million and $10.1 million of income from operations, to Bel’s consolidated results for the first quarter of 2013. On March 29, 2013, the Company completed its purchase of the Transpower magnetics business and other tangible and intangible assets of TE Connectivity (“TRP”). The TRP business, which had 2012 sales of approximately $75 million, will contribute to Bel’s consolidated sales beginning in the second quarter of 2013 and is expected to be accretive to Bel’s results by the second half of 2013. This statement constitutes a Forward-Looking Statement. Actual results could vary significantly from this projection based upon our ability to integrate the new entity into our business and the other risk factors that typically impact our results of operations.respectively.

~~2012~~ Restructuring Program – The Company had substantially completed its plan to effect operational efficiencies by the end of 2012. The Company continued its efforts ~~in the first quarter of~~into 2013 to bring the new manufacturing facility in McAllen, Texas up to full operating ~~capacity, but~~capacity. The Company faced ~~some~~certain challenges with the transition, resulting in ~~meeting customer demand. Unanticipated~~$3.2 million of unanticipated costs during the first nine months of ~~approximately $1.7~~2013, of which only $0.3 million ~~related to~~was incurred during the third quarter. These costs included additional overtime, scrap, a higher volume of purchased materials, ~~and~~ expedited freight charges ~~among~~and other ~~start-up~~ costs. ~~While certain of the costs were one-time items contained to the first quarter, other costs, such as additional overtime, are expected to continue into~~During the second quarter ~~to meet customer needs. Management believes that~~of 2013, the ~~overall annual savings~~Company also initiated additional restructuring actions which resulted in $1.3 million of ~~$5.6 million~~severance and other charges in the second quarter. The Company does not anticipate any significant costs related to restructuring programs for the Company’s restructuring initiatives will still be realized, though the savings related to the Cinch transition may not be visible until the third quarter. This statement constitutes a Forward-Looking Statement. Actual results could vary significantly from this projection, primarily based upon the length of time required and actual costs incurred by the Company in achieving an efficient workforce at the newly-established McAllen, Texas manufacturing facility, in addition to other uncertainties associated with the Company modifying its approaches to operations.foreseeable future.

Revenues – Excluding the revenue contributions from recent acquisitions as described above, the Company’s revenues for the ~~first quarter of~~nine months ended September 30, 2013 decreased by ~~$5.5~~$12.0 million as compared to the ~~first quarter~~same period of 2012. The decrease in sales was primarily due to reduced orders of module products from one customer in North America. ~~We believe the~~The order volume ~~for~~related to this customer has ~~leveled off and~~now stabilized, but we ~~do not anticipate any increase~~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 ~~from this customer until 2014.~~in 2013. Revenue reductions resulting from manufacturing inefficiencies associated with the restructuring of Cinch operations described above were partially offset by increases in the sales volume of Bel’s ~~magnetics and~~ DC-DC ~~product groups.~~products. During the third quarter of 2013, Bel ~~is in the process of implementing~~implemented price increases for certain products as our current pricing structure ~~does~~did not reflect the rising labor costs in the PRC as discussed below. ~~Management expects the majority of these changes to be in effect by August 1, 2013.~~

Product Mix – Material and labor costs vary by product line and any significant shift in product mix between higher- and lower-margin product lines will have a corresponding impact on the Company’s gross margin percentage. During the ~~first quarter of~~nine months 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 reduced sales and 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, although lead times on electrical components are still extended. With regard to commodities, the Company has experienced some price decreases related to precious metals during the latter part of 2012 and that trend has continued into ~~the first quarter of~~ 2013. Costs for certain commodities, including gold and copper, were lower induring the ~~first quarter of~~nine months ended September 30, 2013 as compared to the ~~first quarter~~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.

Labor Costs – Labor costs as a percentage of sales during the ~~first quarter of~~nine months ended September 30, 2013 were slightly lower ~~than~~as compared to the first ~~quarter~~half of ~~2012, due to additional recruiting, training and overtime incurred in the PRC following~~2012. Following the 2012 Lunar New Year holiday, ~~which~~additional recruiting, training and overtime charges were incurred in the PRC; this trend did not recur in 2013. However, ~~the impact of~~ rising labor costs onin the PRC and the strengthening of the Chinese Renminbi continue to impact our overall profit ~~margin continues to be a concern. Approximately one-third~~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 the PRC, which are mandated by the government, now have higher minimum wage and overtime requirements and have been steadily increasing.~~ In February 2013, the PRC government ~~issued a 19% increase to~~increased the minimum wage by 19% in regions where the factories that Bel uses are located. This increase ~~will be~~was effective May 1, 2013. Fluctuation in the exchange rate related to the Chinese Renminbi has been further increasing the cost of labor in terms of U.S. dollars. Finally, there has been a shift in product mix such that Bel’s labor-intensive MagJack® ~~products represented a larger proportion of the Company’s total sales during the first quarter of 2013 as compared to the same period of 2012.~~

Impact of Pending Lawsuits – As further described in Note 1113 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 profit margins ofin future quarters.

~~-19-~~

~~Return to Index~~

Acquisition-Related Costs – The ~~acquisition~~acquisitions of TRP and Array in 2013 and the valuations of the 2012 Acquired Companies gave rise to acquisition-related costs of ~~$0.4~~$0.7 million during the ~~first quarter~~nine months ended September 30, 2013. The valuations of ~~2013.~~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 change in the effective tax rate during the ~~first quarter of~~nine months ended September 30, 2013 is primarily attributable to a significant increase in the ~~recognition under~~pretax income earned in the ~~new~~Asia segment, with minimal tax ~~law, ATRA, of $0.4 million in R&E credits, related to the year ended December 31, 2012, which~~effect. Additionally, the Company ~~recognized~~had a significantly lower net reversal of liabilities for uncertain tax positions during the ~~three~~nine months ended ~~March 31, 2013. In addition, the Company incurred a loss in the North America segment for the three months ended March 31,~~September 30, 2013 compared to ~~a pretax profit for~~ the same period in 2012, as well as a lower pretax loss in Asia, for the three months ended March 31, 2013 compared to three months ended March 31, 2012, with no tax benefit. Additionally, the Company reversed a portion of the liability for uncertain tax positions related to the results of the Internal Revenue Service audit which resulted in a reduction to the tax provision for the three months ended March 31, 2012.

With the completion of the three acquisitions in 2012, and the ~~acquisition~~acquisitions of TRP and Array during ~~the first quarter of~~ 2013, management is optimistic that the resulting opportunities ~~created by these acquisitions~~ will fuel ~~the~~ growth ofin our core product groups in future periods. Bel finalized the closure of its facility in Vinita, Oklahoma by the end of the first quarter and is working to build an efficient workforce at its new manufacturing facility in McAllen, Texas. Management believes that theThe difficulties experienced during the first ~~quarter~~half of 2013 related to the transition of Cinch’s manufacturing operations ~~will be~~were largely resolved prior to the start of the third quarter and the benefits of the restructuring efforts completed over the past fifteen months had begun to materialize by the end of the ~~second~~third quarter ~~and we look forward to seeing the benefits of these active measures during the second half~~ of 2013. Statements regarding future results constitute Forward-Looking Statements and could be materially adversely affected by the risk factors identified by the Company in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Summary by Reportable Operating Segment

Net sales to external customers by reportable operating segment for the three and nine months ended ~~March 31,~~September 30, 2013 and 2012 were as follows (dollars in thousands):

	Three Months Ended								Three Months Ended								Nine Months Ended
	March 31,								September 30,								September 30,
	2013				2012				2013				2012				2013				2012
North America	$	26,817	42	%	$	33,437	51	%	$	31,613	31	%	$	31,370	41	%	$	87,058	34	%	$	96,866	45	%
Asia		26,415	42	%		24,477	37	%		60,751	60	%		36,074	48	%		142,323	55	%		94,963	44	%
Europe		9,796	16	%		7,647	12	%		8,800	9	%		8,615	11	%		28,792	11	%		23,013	11	%
	$	63,028	100	%	$	65,561	100	%	$	101,164	100	%	$	76,059	100	%	$	258,173	100	%	$	214,842	100	%

~~-20-~~

~~Return to Index~~

Net sales and ~~(loss)~~ income from operations by reportable operating segment for the three and nine months ended ~~March 31,~~September 30, 2013 and 2012 were as follows (dollars in thousands):

	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2013			2012			2013			2012			2013			2012
Total segment sales:
North America	$	29,222		$	36,525		$	34,273		$	34,370		$	95,796		$	106,349
Asia		32,725			34,847			69,602			47,238			166,362			125,881
Europe		10,125			7,990			9,313			8,983			30,029			24,200
Total segment sales		72,072			79,362			113,188			90,591			292,187			256,430
Reconciling item:
Intersegment sales		(9,044	)		(13,801	)		(12,024	)		(14,532	)		(34,014	)		(41,588	)
Net sales	$	63,028		$	65,561		$	101,164		$	76,059		$	258,173		$	214,842

(Loss) income from operations:
Income (loss) from operations:
North America	$	(1,482	)	$	2,310		$	(96	)	$	(189	)	$	(3,591	)	$	4,074
Asia		(666	)		(1,562	)		8,400			1,048			12,377			8
Europe		728			686			24			21			644			560
	$	(1,420	)	$	1,434		$	8,328		$	880		$	9,430		$	4,642

During the three and nine months ended September 30, 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 Company’s Asia operating segment. The Company is still in the process of revising its corporate overhead allocations, and the results disclosed related to TRP do not yet include such allocations. Sales in the Company’s Europe operating segment were favorably impacted by the acquisitions of Fibreco and ~~Powerbox~~Bel Power Europe (formerly Powerbox) which occurred in the second half of 2012. ~~These two acquisitions~~During the three-month periods ended September 30, 2013 and 2012, Fibreco and Bel Power Europe contributed ~~sales~~combined revenues of ~~$2.9~~$1.8 million and ~~income from operations of~~ $0.9 million, ~~during~~respectively, and combined operating income of $0.1 million and $0.1 million, respectively, to the ~~first quarter~~Company’s Europe operating segment. During the nine-month periods ended September 30, 2013 and 2012, Fibreco and Bel Power Europe contributed combined revenues of ~~2013.~~$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 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 ~~during the first quarter of 2013~~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 during the quarter.~~products. In addition, various other costs associated with the Cinch reorganization further reduced our income from operations in North ~~America~~America. The majority of the unanticipated costs associated with the Cinch transition were incurred during the first ~~quarter~~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 ~~first quarter of~~nine months ended September 30, 2013 ~~decreased~~increased by ~~3.9%~~20.2% to ~~$63.0~~$258.2 million from ~~$65.6~~$214.8 million for the ~~first quarter~~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 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 ~~first~~third quarter to recover some of ~~2013. Margins in our traditional connector, magnetic and circuit protection businesses continued to be affected by~~the higher ~~material and~~ labor costs ~~while pricing to customers has not kept pace.~~in China and other cost increases resulting from the continued strengthening of the Chinese Renminbi. Selling, general and administrative expense was ~~$1.5~~$6.3 million higher in the ~~first quarter of~~nine months ended September 30, 2013 as compared to the same period of 2012, primarily due to the inclusion of expenses from the ~~2012~~recent acquisitions ~~and~~as well as higher ~~acquisition-related costs, legal and professional fees~~incentive compensation in 2013. The Company also incurred $1.4 million of restructuring charges during the nine months ended September 30, 2013 related to additional workforce reductions. These factors led to a net ~~loss~~earnings of ~~$0.6~~$9.7 million for the ~~first quarter of~~nine months ended September 30, 2013 as compared to net earnings of ~~$0.9~~$4.8 million for the ~~first quarter~~same period of 2012. Additional details related to these factors affecting the ~~first quarter~~nine-month results 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.

~~-21-~~

~~Return to Index~~

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				Percentage of Net Sales
		Three Months Ended					Three Months Ended				Nine Months Ended
		March 31,					September 30,				September 30,
		2013		2012			2013		2012		2013		2012

Net sales	Net sales	100.0	%	100.0	%	Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	Cost of sales	85.6		84.1		Cost of sales	79.8		83.5		82.4		83.6
Selling, general and administrative ("SG&A") expenses	Selling, general and administrative ("SG&A") expenses	16.5		13.4		Selling, general and administrative ("SG&A") expenses	12.0		13.1		13.4		13.2
Restructuring charge		0.2		0.2
Restructuring charges						Restructuring charges	-		2.3		0.5		1.0
Impairment of investment						Impairment of investment	-		(0.4)		-		(0.4)
Interest income and other, net	Interest income and other, net	0.1		0.1		Interest income and other, net	0.1		0.1		0.1		0.1
(Loss) earnings before provision for income taxes		(2.2)		2.3
(Benefit) provision for income taxes		(1.3)		1.0
Net (loss) earnings		(0.9)		1.3
Earnings before provision (benefit) for income taxes						Earnings before provision (benefit) for income taxes	8.3		0.8		3.7		1.9
Provision (benefit) for income taxes						Provision (benefit) for income taxes	0.6		(2.4)		-		(0.3)
Net earnings						Net earnings	7.7		3.3		3.8		2.2

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

	~~Increase (Decrease) from~~
	~~Prior Period~~
	~~Three Months Ended~~
	~~March 31, 2013~~
	~~Compared with~~
	~~Three Months Ended~~
	~~March 31, 2012~~

~~Net sales~~		~~(3.9)~~	%
~~Cost of sales~~		~~(2.2)~~
~~SG&A expenses~~		~~17.4~~
~~Net loss/earnings~~		~~(163.1)~~

	Increase from			Increase from
	Prior Period			Prior Period
	Three Months Ended			Nine Months Ended
	September 30, 2013			September 30, 2013
	Compared with			Compared with
	Three Months Ended			Nine Months Ended
	September 30, 2012			September 30, 2012

Net sales		33.0	%		20.2	%
Cost of sales		27.2			18.4
SG&A expenses		21.9			22.2
Net earnings		214.6			101.7

Sales

Net sales ~~decreased 3.9%~~increased 33.0% from ~~$65.6~~$76.1 million during the three months ended ~~March 31,~~September 30, 2012 to ~~$63.0~~$101.2 million during the three months ended ~~March 31,~~September 30, 2013. Net sales increased 20.2% from $214.8 million during the nine months ended September 30, 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 ~~March 31,~~September 30, 2013 and 2012 were as follows (dollars in thousands):

	Three Months Ended								Three Months Ended								Nine Months Ended
	March 31,								September 30,								September 30,
	2013				2012				2013				2012				2013				2012
Magnetic products									$	52,943	52	%	$	29,799	39	%	$	122,958	48	%	$	73,557	34	%
Interconnect products	$	26,112	41	%	$	27,241	42	%		29,976	30	%		28,424	38	%		83,181	32	%		83,033	39	%
Magnetic products		21,257	34	%		19,200	29	%
Module products		13,370	21	%		16,715	25	%		14,894	15	%		15,367	20	%		43,058	17	%		50,690	24	%
Circuit protection products		2,289	4	%		2,405	4	%		3,351	3	%		2,469	3	%		8,976	3	%		7,562	3	%
	$	63,028	100	%	$	65,561	100	%	$	101,164	100	%	$	76,059	100	%	$	258,173	100	%	$	214,842	100	%

The Company’s magnetic product line, which includes Bel’s MagJack and ~~other~~the newly-acquired TRP integrated connector module (ICM) products, had a strong first ~~quarter~~nine months of ~~2013 as~~2013. TRP accounted for $25.6 million and $47.8 million, respectively, of the ~~workforce return rate after the Lunar New Year holiday~~increase from 2012 in the ~~PRC was higher than that~~three- and nine-month periods noted above. The acquisition of Array in late August 2013 contributed $0.8 million of sales to the ~~prior year, resulting in more efficient operations in Asia. Revenue in Bel’s~~Company’s interconnect product line during the third quarter of 2013. Fibreco sales accounted for $0.6 million 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 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~~third quarter of ~~2013 was down slightly from the comparable period of 2012, as the $2.0 million of Fibreco sales were more than offset by reduced shipments of Cinch products during the quarter.~~2013. Sales in the Company’s module product line ~~continued to decline~~were lower in ~~the first quarter of~~ 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 increase in circuit protection sales.

~~-22-~~24

~~Return to Index~~

Cost of Sales

The Company’s cost of sales as a percentage of consolidated net sales for the three and nine months ended ~~March 31,~~September 30, 2013 and 2012 was comprised of the following:

	Three Months Ended		Three Months Ended		Nine Months Ended
	March 31,		September 30,		September 30,
	2013	2012	2013	2012	2013	2012
Material costs	46.3%	45.5%	43.0%	46.6%	44.8%	46.0%
Labor costs	12.6%	13.8%	15.1%	15.3%	14.6%	14.9%
Research and development expenses	4.7%	4.9%	3.5%	3.8%	4.0%	4.3%
Other expenses	22.0%	19.9%	18.2%	17.8%	19.0%	18.4%
Total cost of sales	85.6%	84.1%	79.8%	83.5%	82.4%	83.6%

The most significant factor contributing to the increase in cost of sales as a percentage of sales primarily related to operational inefficiencies and other start-up costs at the new manufacturing facility in Texas. The increase in materialMaterial costs as a percentage of sales ~~was~~were lower in the third quarter and nine months ended September 30, 2013 as compared to the same periods of 2012, primarily due to ~~high material costs at~~ the Texas facility resulting from third-party purchases, at premium prices, of machined parts. In addition, high volumes of scrap, rejected materials and freight were experienced at the Cinch factory in the first quarter of 2013. These additional material costs were partially offset by the 20% 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 induring the ~~first quarter of~~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. ~~Other~~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 the PRC, which went into effect in May 2013.

The increase in other expenses ~~contained in cost of sales were higher~~ as a percentage of sales ~~during~~for the ~~first quarter~~nine months ended September 30, 2013 as compared to the same period of ~~2013 due~~2012 primarily related to the inclusion of support labor and fringe costs of the ~~2012 Acquired Companies, an increase in SERP and stock-based compensation expense, unfavorable fluctuations in the fair market value of the Company’s COLI policies,~~recent acquisitions, and duplication of some indirect labor costs, and travel costs during the transition of Cinch operations from Vinita, Oklahoma to McAllen, ~~Texas.~~Texas, primarily during the first quarter of 2013. These increases in other expenses ~~during the first quarter of~~in 2013 were partially offset by a reduction in support labor and fringe costs at other Bel locations due to restructuring actions that took place in 2012.

Included in cost of sales are research and development (R&D) expenses of ~~$3.0~~$3.5 million and ~~$3.2~~$2.9 million for the three-month periods ended ~~March 31,~~September 30, 2013 and 2012, respectively and $10.3 million and $9.2 million for the nine-month periods ended September 30, 2013 and 2012, respectively. ~~During~~The majority of the ~~first quarter~~increase relates to the inclusion of ~~2012,~~R&D expenses associated with the ~~Company relocated its European R&D headquarters for integrated electronic modules to a new high-technology center~~recent acquisitions, which have been included in ~~Maidstone, England.~~Bel’s results since their respective acquisition dates.

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

The dollar amount of SG&A expenses was ~~$1.5~~$2.2 million higher during the three months ended ~~March 31,~~September 30, 2013 as compared to the same period of 2012. ~~The~~Of this increase, ~~primarily~~$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 and a $0.5 million reduction in acquisition-related costs.

For the nine months ended September 30, 2013, the dollar amount of SG&A expense was $6.3 million higher as compared to the same period of 2012. Of this increase, $2.9 million related to the ~~2012 Acquired Companies, which totaled $0.6 million during the first quarter~~inclusion of ~~2013, in addition to $0.4 million of acquisition-related costs in 2013 associated with TRP and the valuations~~SG&A expenses of the 2012 ~~Acquired Companies.~~and 2013 acquisitions. Other ~~notable variances in overall SG&A expense include~~contributing factors included a ~~$0.2~~$2.8 million increase in ~~other legal~~incentive compensation, unfavorable fluctuations in foreign currency exchange rates of $0.7 million, and ~~professional fees, additional~~an increase in freight ~~costs related~~charges primarily due to the Cinch transition of ~~$0.2~~$0.7, partially offset by $0.7 million ~~a $0.2 million increase in the bad debt provision and losses~~ of ~~$0.2 million~~insurance proceeds related to ~~exchange rate fluctuations in the Euro~~Hurricane Sandy.

Restructuring Charges

The Company recorded restructuring charges of $1.8 million and ~~British Pound~~$2.2 million during the ~~first quarter~~three and nine months ended September 30, 2012, respectively, related to the 2012 restructuring program. During 2013, the Company implemented additional reductions in workforce, resulting in restructuring charges of ~~2013.~~$1.4 million during the nine months ended September 30, 2013, respectively.

Provision (Benefit) for Income Taxes

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

The provision (benefit) ~~provision~~ for income taxes for the three months ended ~~March 31,~~September 30, 2013 was ~~($0.8)~~$0.6 million compared to ~~$0.6~~a benefit of ($1.8) million for the three months ended ~~March 31,~~September 30, 2012. The Company’s ~~(loss)~~ earnings before income taxes for the three months ended ~~March 31,~~September 30, 2013 are approximately ~~$2.9~~$7.8 million ~~lower~~higher than the same period in 2012. The Company’s effective tax rate, the income tax provision (benefit) ~~provision~~ as a percentage of earnings before provision for income taxes, was ~~(60.6%)~~7.2% and ~~42.0%~~(285.6%) for the three-month periods ended ~~March 31,~~September 30, 2013 and 2012, respectively. The change in the effective tax rate during the three months ended ~~March 31,~~September 30, 2013 compared to the ~~first~~third quarter of 2012 is primarily attributed to a significant increase in the ~~recognition under~~pretax income earned in the ~~new~~Asia segment, with minimal tax ~~law, ATRA,~~effect. Additionally, the Company had a significantly lower net reversal of ~~$0.4 million in R&E credit, related~~liabilities for uncertain tax positions during the quarter ended September 30, 2013 compared to the ~~year ended December 31,~~same period in 2012. The favorable effective tax rate in 2012 ~~which~~was primarily attributable to the ~~Company recognized~~net reversal of liabilities for uncertain tax positions during the ~~three months~~quarter ended ~~March 31, 2013. In addition,~~September 30, 2012, combined with strong earnings in Asia, where the ~~Company incurred~~tax rates are lowest of all of Bel’s tax regions, and a loss in the North America segment due to restructuring expenses.

The benefit for income taxes for the ~~three~~nine months ended ~~March 31,~~September 30, 2013 was $0.1 million compared to a ~~pretax profit~~benefit of $0.7 million for the nine months ended September 30, 2012. The Company’s earnings before income taxes for the nine months ended September 30, 2013 are approximately $5.6 million higher than the same period in ~~2012, as well as a lower pretax loss in Asia,~~2012. The Company’s effective tax rate was (0.5%) and (17.7%) for the ~~three~~nine-month periods ended September 30, 2013 and 2012, respectively. The change in the effective tax rate during the nine months ended ~~March 31,~~September 30, 2013 compared to ~~three months ended March 31,~~the same period of 2012 ~~with no tax benefit. Additionally, the Company reversed a portion of the liability for uncertain tax positions related~~is primarily attributed to the ~~results of the Internal Revenue Service audit which resulted in a reduction to the tax provision for the three months ended March 31, 2012.~~same reasons as described above.

~~-23-~~

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Liquidity and Capital Resources

Historically, the Company has financed its capital expenditures primarily through cash flows from operating activities and has financed acquisitions through cash flows from operating activities, borrowings, 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.

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 2013 or 2012~~ and, as a result, there was no balance outstanding as of ~~March 31, 2013 or~~ December 31, 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 ~~has~~was not ~~been~~ in compliance with its tangible net worth debt covenant ~~since~~as of September 30, 2013. In November 2013, the ~~third quarter~~credit agreement was amended to reflect modifications to the minimum tangible net worth and maximum leverage covenant calculations, and to extend the term of ~~2012. The lender has provided a waiver of this event of default.~~the agreement through October 14, 2016.

On March 29, 2013, the Company 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. ~~The~~During the second quarter of 2013, the Company ~~has also accrued $7.2~~paid an additional $6.8 million ~~of additional~~in consideration ~~payable~~to TE related to a working capital adjustment ~~at March 31,~~and a final net cash payment of $0.1 million was made during the third quarter of 2013. Transpower ~~Technology (HK) Limited~~ is the sole shareholder of Dongguan Transpower Electronic Products Co., Ltd., located in the ~~People's Republic of China.~~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 the Company’s existing credit agreement.

Cash Flows

During the ~~three~~nine months ended ~~March 31,~~September 30, 2013, the Company’s cash and cash equivalents decreased by ~~$18.0~~$24.3 million. This resulted primarily from ~~a $14.1~~$30.9 million of net cash ~~payment~~payments for the ~~acquisition~~acquisitions of TRP ~~$1.2~~and Array, $5.1 million paid for the purchase of property, plant and equipment, ~~$0.8~~$2.3 million for payments of dividends, ~~and~~ $3.4 million for the repurchase of 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 ~~$1.8~~an increase in short-term borrowings of $12.3 million and $6.1 million provided by operating activities. As compared to the ~~three~~nine months ended ~~March 31,~~September 30, 2012, cash provided by operating activities decreased by ~~$0.7~~$1.7 million. During the ~~three~~nine months ended ~~March 31,~~September 30, 2013, accounts receivable ~~decreased~~increased by ~~$5.7~~$13.0 million primarily due to ~~a $8.7~~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 contract renewals. Inventories increased by $7.2 million ~~reduction in sales~~ during the ~~first quarter~~nine months ended September 30, 2013 primarily due to the implementation of ~~2013~~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 ~~compared~~the Company has been building up stocks of long-lead-time materials in order to ~~fourth quarter 2012 sales.~~lower lead times to customers.

Cash and cash equivalents, marketable securities and accounts receivable comprised approximately ~~35.7%~~36.3% and ~~41.5%~~41.4% of the Company’s total assets at ~~March 31,~~September 30, 2013 and December 31, 2012, respectively. The Company’s current ratio (i.e., the ratio of current assets to current liabilities) was ~~3.0~~2.6 to 1 and 4.1 to 1 at ~~March 31,~~September 30, 2013 and December 31, 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 and there have not been any material changes with regard to market risk during the ~~three~~nine months ended ~~March 31,~~September 30, 2013. Refer to Item 7A, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 for further discussion of market risks.

~~-24-~~

~~Return to Index~~

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.

PART II.Other Information

Item 1. Legal Proceedings

The information called for by this Item is incorporated herein by reference to Note ~~11.~~13 of the Company’s Financial Statements, under “Legal Proceedings” ~~included~~, as set forth in Part I, Item ~~1. “Financial Statements (unaudited).”~~1 of this Quarterly Report on Form 10-Q.

Item 2.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 March 31, 2013:~~

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

January 1 - January 31, 2013 178,643 $ 18.78 547,366 -
February 1 - February 28, 2013 - - - -
March 1 - March 31, 2013 - - - -

Total 178,643 $ 18.78 547,366 -

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

~~-25-~~27

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Item 6.6. Exhibits

(a) ~~Exhibits~~: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.

~~-26-~~28

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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.
~~May 9,~~November 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

~~-27-~~29

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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.

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

Balance at January 1, 2013	$	927			$	256	$	(2,610	)	$	(1,427	)
Other comprehensive loss before reclassifications		(1,413	)			85		(101	)		(1,429	)
Amounts reclassified from accumulated other
comprehensive loss		-				-		40			40		(a)
Net current period other comprehensive loss		(1,413	)			85		(61	)		(1,389	)

Balance at March 31, 2013	$	(486	)		$	341	$	(2,671	)	$	(2,816	)

(a) This reclassification from accumulated other comprehensive loss relates to the amortization of prior service costs 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.

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

January 1 - January 31, 2013		178,643	$	18.78		547,366		-
February 1 - February 28, 2013		-		-		-		-
March 1 - March 31, 2013		-		-		-		-

Total		178,643	$	18.78		547,366		-