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 SeptemberJune 30, 20142015
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 [X][   ]
   
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 (§232.405 of this chapter) 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"large accelerated filer, accelerated filerfiler", "accelerated filer" and smaller"smaller reporting companycompany" 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 NovemberAugust 1, 20142015
Class A Common Stock ($0.10 par value) 2,174,912
Class B Common Stock ($0.10 par value) 9,704,8779,723,727




BEL FUSE INC.
    
INDEX
    
   Page
Part I  
   
 2
    
   
  
    
   
  
    
   
  
    
   
  
    
  18
    
  
  24
    
  
  24
    
 25
    
Part II  
    
 25
    
 Item 1A.25
Item 6.26
    
  27


CAUTIONARY NOTICE REGARDING FORWARD-LOOKING INFORMATION

The terms the "Company," "Bel," "we," "us," and "our" as used in this report refer to Bel Fuse Inc. and its consolidated subsidiaries unless otherwise specified.

The Company's consolidated operating results are affected by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in Item 1A of our 2014 Annual Report on Form 10-K. 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, consolidated financial condition, operating results, and common stock prices.  Furthermore, this document and other documents filed by the Company with the Securities and Exchange Commission ("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.  Forward-looking statements are necessarily subject to risks and uncertainties, many of which are outside our control, and which could cause actual results to differ materially from these statements. Forward-looking statements can be identified by such words as "anticipates," "believes," "plans to," "assumes," "could," "should," "estimates," "expects," "intends," "potential," "seek," "predict," "may," "will" and similar expressions. These Forward-Looking Statements are subject to certain risks and uncertainties, including those detailed in Item 1A of our 2014 Annual Report on Form 10-K, 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 hereof or to reflect the occurrence of unanticipated events.  Any forward-looking statement made by the Company is based only on information currently available to us and speaks only as of the date on which it is made.


 
PART I.Financial Information

Item 1.                ��         Financial Statements (Unaudited)
BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(in thousands, except share and per share data) 
(unaudited) 
     
  June 30,  December 31, 
  2015  2014 
ASSETS   (Revised) 
Current Assets:    
Cash and cash equivalents $71,408  $77,138 
Accounts receivable, net of allowance for doubtful accounts of $1,953        
  in 2015 and $1,989 in 2014  98,493   99,605 
Inventories  111,241   113,630 
Other current assets  24,405   20,283 
    Total current assets  305,547   310,656 
         
Property, plant and equipment, net  62,981   69,261 
Intangible assets, net  92,199   95,502 
Goodwill  122,287   118,369 
Deferred income taxes  4,067   7,933 
Other assets  32,747   33,700 
    Total assets $619,828  $635,421 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current Liabilities:        
Accounts payable $64,777  $61,926 
Accrued expenses  39,848   42,588 
Current portion of long-term debt  16,130   13,438 
Other current liabilities  7,899   3,850 
    Total current liabilities  128,654   121,802 
         
Long-term Liabilities:        
Long-term debt  190,120   219,187 
Liability for uncertain tax positions  41,426   39,767 
Minimum pension obligation and unfunded pension liability  14,733   14,205 
Deferred income taxes  13,335   15,739 
Other liabilities  2,798   448 
    Total liabilities  391,066   411,148 
         
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 
Class B common stock, par value $.10 per share, 30,000,000 shares        
     authorized; shares outstanding: 9,725,727 in 2015 and 9,686,777        
     in 2014 (net of 3,218,307 treasury shares)  973   969 
Additional paid-in capital  22,998   21,626 
Retained earnings  223,170   213,409 
Accumulated other comprehensive loss  (18,596)  (11,948)
    Total stockholders' equity  228,762   224,273 
    Total liabilities and stockholders' equity $619,828  $635,421 
         
See accompanying notes to unaudited condensed consolidated financial statements. 


BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(in thousands, except per share data) 
(unaudited) 
         
   Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2015  2014  2015  2014 
         
Net sales $145,658  $99,439  $287,673  $182,085 
Cost of sales  117,098   81,493   232,301   150,069 
Gross profit  28,560   17,946   55,372   32,016 
                 
Selling, general and administrative expenses  20,764   13,176   38,372   24,365 
Restructuring charges  344   1,056   502   1,056 
Income from operations  7,452   3,714   16,498   6,595 
                 
Interest expense  (1,994)  (225)  (4,173)  (255)
Interest income and other, net  17   49   420   100 
Earnings before provision for income taxes  5,475   3,538   12,745   6,440 
                 
(Benefit) provision for income taxes  (587)  473   1,363   872 
Net earnings available to common stockholders $6,062  $3,065  $11,382  $5,568 
                 
                 
Net earnings per common share:                
Class A common share - basic and diluted $0.49  $0.25  $0.91  $0.45 
Class B common share - basic and diluted $0.52  $0.27  $0.97  $0.49 
                 
Weighted-average number of shares outstanding:                
Class A common share - basic and diluted  2,175   2,175   2,175   2,175 
Class B common share - basic and diluted  9,693   9,332   9,682   9,333 
                 
Dividends paid per common share:                
Class A common share $0.06  $0.06  $0.12  $0.12 
Class B common share $0.07  $0.07  $0.14  $0.14 
                 
                 
See accompanying notes to unaudited condensed consolidated financial statements. 


BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
(dollars in thousands) 
(unaudited) 
         
   Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2015  2014  2015  2014 
         
Net earnings available to common stockholders $6,062  $3,065  $11,382  $5,568 
                 
Other comprehensive income (loss):                
Currency translation adjustment, net of taxes of ($34) in the three months                
   ended June 30, 2015, $89 in the three months ended June 30, 2014, ($194) in                
   the six months ended June 30, 2015 and $123 in the six months ended                
    June 30, 2014  3,535   368   (6,801)  537 
Unrealized holding gains on marketable securities arising during the period,                
net of taxes of ($18) in the three months ended June 30, 2015, $48 in the                
three months ended June 30, 2014, $15 in the six months ended June 30,                
2015 and $65 in the six months ended June 30, 2014  (30)  78   25   106 
Change in unfunded SERP liability, net of taxes of $28 in the three months                
ended June 30, 2015, $14 in the three months ended June 30, 2014, $56 in                
the six months ended June 30, 2015 and $28 in the six months ended                
 June 30, 2014  64   32   128   63 
Other comprehensive income (loss)  3,569   478   (6,648)  706 
                 
Comprehensive income $9,631  $3,543  $4,734  $6,274 
                 
                 
See accompanying notes to unaudited condensed consolidated financial statements. 

BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(dollars in thousands) 
(unaudited) 
   Six Months Ended 
  June 30, 
  2015  2014 
Cash flows from operating activities:    
Net earnings available to common stockholders $11,382  $5,568 
Adjustments to reconcile net earnings to net        
 cash provided by operating activities:        
Depreciation and amortization  11,589   6,507 
Stock-based compensation  1,376   1,143 
Amortization of deferred financing costs  823   - 
Deferred income taxes  (1,857)  (475)
Net unrealized (gains) losses on foreign currency revaluation  (4,906)  290 
Other, net  (3,912)  (21)
Changes in operating assets and liabilities:        
Accounts receivable  423   (4,235)
Inventories  1,621   4,539 
Accounts payable  3,306   2,692 
Accrued expenses  (2,387)  (2,298)
Other operating assets/liabilities, net  6,207   (1,016)
      Net cash provided by operating activities  23,665   12,694 
         
Cash flows from investing activities:        
Increase in cash equivalents within Rabbi Trust  -   (2,936)
Purchase of company-owned life insurance (COLI)  -   (2,820)
Purchases of property, plant and equipment  (5,723)  (2,969)
Payment for acquisition, net of cash acquired (see Note 2)  -   (109,879)
Proceeds from surrender of COLI  -   5,756 
Proceeds from disposal/sale of property, plant and equipment  58   20 
       Net cash used in investing activities  (5,665)  (112,828)
         
Cash flows from financing activities:        
Dividends paid to common stockholders  (1,527)  (1,511)
Payment of deferred financing costs  (15)  (5,422)
Borrowings under revolving credit line  3,500   - 
Repayments of revolving credit line  (15,500)  (12,000)
Reduction in notes payable  (463)  (255)
Proceeds from long-term debt  -   145,000 
Repayments of long-term debt  (14,375)  - 
       Net cash (used in) provided by financing activities  (28,380)  125,812 
         
Effect of exchange rate changes on cash and cash equivalents  4,650   (32)
         
Net (decrease) increase in cash and cash equivalents  (5,730)  25,646 
Cash and cash equivalents - beginning of period  77,138   62,123 
Cash and cash equivalents - end of period $71,408  $87,769 
         
Supplementary information:        
Cash paid during the period for income taxes, net of refunds $1,894  $1,387 
Cash paid during the period for interest $3,359  $60 
         
See accompanying notes to unaudited condensed consolidated financial statements. 



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 June 30, 2015, and the condensed consolidated statements of operations, comprehensive income and cash flows for the periods presented herein have been prepared by the Company and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows for all periods presented have been made.  The results for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the full year.  These condensed consolidated 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, 2014.

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.SEC.  The followingpreparation of condensed consolidated financial statements should be read in conjunctionconformity with U.S. GAAP requires management to make estimates and assumptions that affect the year-endreported amounts and the disclosure of contingent amounts in our condensed consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

Theaccompanying notes. Actual results of operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results for the entire fiscal year or for any other period.




BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(dollars in thousands, except share and per share data) 
(Unaudited) 
     
   September 30,  December 31, 
  2014  2013 
ASSETS    
Current Assets:    
Cash and cash equivalents $83,140  $62,123 
Accounts receivable - less allowance for doubtful accounts of $1,836        
  and $941 at September 30, 2014 and December 31, 2013, respectively  103,701   63,849 
Inventories  113,506   70,019 
Prepaid expenses and other current assets  7,548   3,519 
Refundable income taxes  6,303   1,650 
Deferred income taxes  3,679   2,995 
    Total Current Assets  317,877   204,155 
         
Property, plant and equipment - net  74,104   40,896 
Deferred income taxes  4,688   1,680 
Intangible assets - net  84,151   29,472 
Goodwill  130,224   18,490 
Other assets  32,443   13,448 
    TOTAL ASSETS $643,487  $308,141 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current Liabilities:        
Accounts payable $63,929  $29,518 
Accrued expenses  44,551   22,442 
Short-term borrowings under revolving credit line  -   12,000 
Current maturities of long-term debt  12,094   - 
Notes payable  163   739 
Income taxes payable  2,861   1,496 
Dividends payable  894   786 
    Total Current Liabilities  124,492   66,981 
         
Long-term Liabilities:        
Long-term debt, noncurrent  223,219   - 
Liability for uncertain tax positions  38,412   1,218 
Minimum pension obligation and unfunded pension liability  11,649   10,830 
Deferred income taxes  15,887   - 
Other long-term liabilities  535   410 
    Total Long-term Liabilities  289,702   12,458 
    Total Liabilities  414,194   79,439 
         
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 
Class B common stock, par value $.10 per share, 30,000,000 shares        
     authorized; 9,704,877 and 9,335,677 shares outstanding, respectively        
     (net of 3,218,307 treasury shares)  971   933 
Additional paid-in capital  20,833   18,914 
Retained earnings  212,691   207,993 
Accumulated other comprehensive (loss) income  (5,419)  645 
    Total Stockholders' Equity  229,293   228,702 
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $643,487  $308,141 
         
See notes to unaudited condensed consolidated financial statements. 





BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(dollars in thousands, except share and per share data) 
(Unaudited) 
         
   Three Months Ended  Nine Months Ended 
   September 30,  September 30, 
  2014  2013  2014  2013 
         
Net Sales $156,341  $101,164  $338,426  $258,173 
                 
Costs and expenses:                
Cost of sales  128,250   81,132   278,319   213,781 
Selling, general and administrative  23,110   12,300   47,475   35,041 
Restructuring charges  309   -   1,365   1,387 
   151,669   93,432   327,159   250,209 
                 
Income from operations  4,672   7,732   11,267   7,964 
                 
Gain on sale of investment  -   98   -   98 
Interest expense  (1,869)  (67)  (2,124)  (75)
Interest income and other, net  21   81   121   188 
                 
Earnings before provision (benefit) for income taxes  2,824   7,844   9,264   8,175 
Provision (benefit) for income taxes  1,317   464   2,189   (336)
                 
Net earnings $1,507  $7,380  $7,075  $8,511 
                 
                 
Earnings per share:                
Class A common share - basic and diluted $0.12  $0.62  $0.57  $0.70 
Class B common share - basic and diluted $0.13  $0.65  $0.62  $0.76 
                 
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  9,590,586   9,228,731   9,420,111   9,221,032 
                 
Dividends paid per share:                
Class A common share $0.06  $0.06  $0.18  $0.18 
Class B common share $0.07  $0.07  $0.21  $0.21 
                 
                 
See notes to unaudited condensed consolidated financial statements. 



BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
 
(dollars in thousands) 
(Unaudited) 
         
   Three Months Ended  Nine Months Ended 
   September 30,  September 30, 
  2014  2013  2014  2013 
         
Net earnings $1,507  $7,380  $7,075  $8,511 
                 
Other comprehensive (loss) income:                
Currency translation adjustment, net of taxes of ($181), $212, ($57) and ($4), respectively  (6,791)  1,801   (6,254)  619 
Reclassification adjustment for gain on sale of marketable securities included in                
     net earnings, net of tax of $0, ($37), $0 and ($37)  -   (61)  -   (61)
Unrealized holding (losses) gains on marketable securities arising during the period,                
net of taxes of ($7), $28, $58 and $17, respectively  (12)  46   95   27 
Change in unfunded SERP liability, net of taxes of $14, $24, $42 and $20, respectively  32   53   95   46 
Other comprehensive (loss) income  (6,771)  1,839   (6,064)  631 
                 
Comprehensive (loss) income $(5,264) $9,219  $1,011  $9,142 
                 
                 
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, 
  2014  2013 
Cash flows from operating activities:    
Net earnings $7,075  $8,511 
Adjustments to reconcile net earnings to net        
 cash provided by operating activities:        
Depreciation and amortization  12,677   8,676 
Stock-based compensation  1,926   1,376 
Gain on disposal of property, plant and equipment  19   - 
Realized gain on sale of investment  -   (98)
Amortization of deferred financing costs  348   - 
Other, net  (1,520)  356 
Deferred income taxes  (10)  (519)
Changes in operating assets and liabilities (see page 6)  (1,580)  (12,241)
      Net Cash Provided by Operating Activities  18,935   6,061 
         
Cash flows from investing activities:        
Increase in cash equivalents within Rabbi Trust  (1,536)  - 
Purchase of company-owned life insurance (COLI)  (2,820)  (2,820)
Purchase of SERP investments  (1,400)  - 
Purchase of property, plant and equipment  (5,234)  (5,127)
Purchase of intangible asset  -   (1,336)
Payment for acquisitions, net of cash acquired (see page 6)  (206,536)  (30,931)
Proceeds from surrender of COLI  5,756   - 
Proceeds from sale of SERP investments  -   2,820 
Proceeds from sale of property, plant and equipment  21   - 
       Net Cash Used in Investing Activities  (211,749)  (37,394)
         
Cash flows from financing activities:        
Dividends paid to common shareholders  (2,270)  (2,264)
Deferred financing costs  (5,774)  - 
Borrowings under revolving credit line  23,000   12,000 
Repayments under revolving credit line  (12,000)    
(Decrease) increase in notes payable  (553)  314 
Proceeds from long-term debt  215,000   - 
Repayments of long-term debt  (2,688)  - 
Purchase and retirement of Class B common stock  -   (3,356)
       Net Cash Provided by Financing Activities  214,715   6,694 
         
Effect of exchange rate changes on cash  (884)  297 
         
Net Increase (Decrease) in Cash and Cash Equivalents  21,017   (24,342)
Cash and Cash Equivalents - beginning of period  62,123   71,262 
Cash and Cash Equivalents - end of period $83,140  $46,920 
         
(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, 
  2014  2013 
     
Changes in operating assets and liabilities consist of:    
Increase in accounts receivable $(2,034) $(13,015)
Decrease (increase) in inventories  9,737   (6,746)
Decrease (increase) in prepaid expenses and other current assets  856   (1,483)
Increase in other assets  (171)  (95)
(Decrease) increase in accounts payable  (2,030)  6,920 
(Decrease) increase in accrued expenses  (7,291)  2,640 
Increase in other liabilities  63   274 
Decrease in accrued restructuring costs  -   (122)
Decrease in income taxes payable  (710)  (614)
   $(1,580) $(12,241)
         
Supplementary information:        
Cash paid during the period for:        
    Income taxes, net of refunds received $2,536  $1,152 
    Interest  1,633   75 
         
Details of acquisitions:        
   Fair value of identifiable net assets acquired $122,041  $34,541 
   Goodwill  111,952   4,812 
       Fair value of net assets acquired $233,993  $39,353 
         
   Fair value of net assets acquired $233,993  $39,353 
   Less:  Cash acquired in acquisition  (27,457)  (8,388)
   Deferred consideration  -   (34)
      Cash paid for acquisitions, net of cash acquired $206,536  $30,931 
See notes to unaudited condensed consolidated financial statements. 

BEL FUSE INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The condensed consolidated balance sheet as of September 30, 2014, and the condensed consolidated statements of operations, comprehensive income and cash flows for the periods presented herein have been prepared by Bel Fuse Inc. (the "Company" or "Bel") and are unaudited. In the opinion of management, all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made.  The results for the three and nine months ended September 30, 2014 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, 2013 was derivedcould differ 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, 2013.

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 ("Powerbox").  The acquisitions of GigaCom, Fibreco and Powerbox may hereafter be referred to collectively as either the "2012 Acquisitions" or the "2012 Acquired Companies".  Accordingly, as of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminary fair values.  The accompanying condensed consolidated statement of operations for the three and nine months ended September 30, 2013 have been restated to reflect immaterial measurement period adjustments related to the applicable 2012 Acquisitions.

On March 29, 2013, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Transpower Technologies (HK) Limited ("Transpower") and certain other tangible and intangible assets related to the Transpower magnetics business of TE Connectivity ("TRP").  On August 20, 2013, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Array Connector Corporation ("Array"). The acquisitions of TRP and Array may hereafter be referred to collectively as either the "2013 Acquisitions" or the "2013 Acquired Companies".  Accordingly, as of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminary fair values. The Company's condensed consolidated results of operations include the operating results of the 2013 Acquisitions since their respective acquisition dates.  The accompanying condensed consolidated financial statements as of December 31, 2013 and for the three and nine months ended September 30, 2013 have been restated to reflect measurement period adjustments, as further described in Note 3, related to the  TRP acquisition.these estimates.

On June 19, 2014, the Companywe completed itsour acquisition of 100% of the issued and outstanding capital stock of the Power-One Power Solutions business ("Power Solutions") offrom ABB Ltd.  On July 25, 2014, the Companywe completed itsour acquisition of 100% of the issued and outstanding capital stock of the U.S. and U.K. Connectivity Solutions businesses from Emerson Electric Co. ("Emerson").  On August 29, 2014, the Companywe completed itsour acquisition of the Connectivity Solutions business in China from Emerson (collectively with the U.S. and U.K. portion of the transaction, "Connectivity Solutions").  The acquisitions of Power Solutions and Connectivity Solutions may hereafter be referred to collectively as either the "2014 Acquisitions" or the "2014 Acquired Companies".  Accordingly, asAs of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminaryestimated fair values.  The fair values of assets acquired and liabilities assumed in the Power Solutions acquisition were finalized during the second quarter of 2015.  The measurement period related to the Connectivity Solutions acquisition ends in the third quarter of 2015, and the fair value of assets acquired and liabilities assumed in that acquisition will be finalized at that time.  See Note 2, Acquisitions and Disposition, for further details.  The Company's condensed consolidated results of operations for the three and ninesix months ended SeptemberJune 30, 20142015 include the operating results of the acquired companies.  The Company's condensed consolidated results of operations for the three and six months ended June 30, 2014 include the results of the Power Solutions acquisition from its acquisition date of June 19, 2014.

The accompanying consolidated balance sheet as of December 31, 2014 has been revised to reflect the acquisition-date fair values related to property, plant and equipment, intangible assets and deferred taxes for the Power Solutions business.  These measurement period adjustments were not material to the condensed consolidated financial statements.  See Note 2, Acquisitions from their respective acquisition dates through September 30, 2014.and Disposition, for further details.

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, 2013.2014.  There were no significant changes to these accounting policies during the ninesix months ended SeptemberJune 30, 2014.2015.

All amounts included in the tables to these notes to condensed consolidated financial statements, except per share amounts, are in thousands.

Recently Adopted Accounting Standards

In July 2013, the FASB issued revised guidance to address the diversity in practice related to the financial statement presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The Company adopted this guidance as of January 1, 2014, on a prospective basis. The adoption did not have a material impact on the Company's financial statements.

Standards Issued Not Yet Adopted

In April 2014, the FASB issued guidance for the reporting of discontinued operations, which also contains new disclosure requirements for both discontinued operations and other disposals that do not meet the definition of a discontinued operation. This guidance was adopted by the Company effective January 1, 2015. The effects of this guidance will depend on future disposals by the Company.

Accounting Standards Issued But Not Yet Adopted

In July 2015, the FASB issued guidance which requires entities to measure most inventory at the lower of cost and net realizable value, thereby simplifying the current guidance under which an entity must measure inventory at the lower of cost or market.  The update is effective for fiscal years and interim periods within those years, beginning after December 15, 2014. Management believes that the adoption of this guidance will not have a material impact on the Company's financial statements.

In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for fiscal years,2016, and interim periods within those years, beginning after December 15, 2016. Entities can choose to apply the guidance using either the full retrospective approach or a modified retrospective approach.therein.  Early application is permitted.  Management is currently evaluating the impact that this guidance will have on the Company's condensed consolidated financial statements, if any, including which transition method it will adopt.any.

In April 2015, the FASB issued guidance on simplifying the balance sheet presentation of debt issuance costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early application is permitted. Management does not believe that the adoption of this guidance will have any material impact on the Company's condensed consolidated financial position or results of operations.

In January 2015, the FASB issued guidance on simplifying the income statement presentation by eliminating the concept of extraordinary items.  Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence.  Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration.  This amendment is effective for annual periods beginning after December 15, 2015.  The adoption of this standard is not expected to have a material impact on our condensed consolidated financial position or results of operations.

In August 2014, the FASB issued guidance on the presentation of financial statements when there is substantial doubt about an entity's ability to continue as a going concern. The amendment requires that an entity's management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about an entity's ability to continue as a going concern, additional disclosure is required to enable users of the financial statements to understand the conditions or events, management's evaluation of the significance of those conditions and events and management's plans that are intended to alleviate or management's plans that have alleviated substantial doubt. The amendment is effective for annual periods ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. Management does not believe that the adoption of this guidance will have any material impact on the Company's condensed consolidated financial position or results of operations.

In June 2014, the FASB issued guidance on stock compensation.  The amendment requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition.  A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards.  Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered.  The amendment is effective for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2015.  Earlier adoption is permitted.  Management does not believe that the adoption of this guidance will have any material impact on the Company's condensed consolidated financial position or results of operations.

In AugustMay 2014, the FASB issued guidance on the presentationaccounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of financial statements when there is substantial doubt aboutgoods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's ability to continue as a going concern. The amendment requires that an entity's management evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. If conditions or events raise substantial doubt about an entity's ability to continue as a going concern, additional disclosure is required to enable userscontracts with customers. This guidance allows for both retrospective and prospective methods of the financial statements to understand the conditions or events, management's evaluation of the significance of those conditionsadoption and management's plans that are intended to alleviate or management's plans that have alleviated substantial doubt. The amendment is effective for annual periods endingbeginning after December 15, 2016, and for annual periods and interim periods thereafter. Early application is2016.  On July 9, 2015, the FASB decided to defer the effective date of this guidance by one year, however, early adoption as of the original effective date will be permitted.  Management does not believeis currently evaluating the impact that the adoption of this guidance will have any material impact on the Company's condensed consolidated financial position or results of operations.statements, if any, including which transition method it will adopt.

2. EARNINGS PER SHARE

The Company utilizes the two-class method to report its earnings per share.  The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings.  The Company's Certificate of Incorporation, as amended, states that Class B common shares are entitled to dividends at least 5% greater than dividends paid to Class A common shares, resulting in the two-class method of computing earnings per share.  In computing earnings per share, the Company has allocated dividends declared to Class A and Class B based on amounts actually declared for each class of stock and 5% more of the undistributed earnings have been allocated to Class B shares than to the Class A shares on a per share basis.  Basic earnings per common share are computed by dividing net earnings by the weighted-average number of common shares outstanding during the period.  Diluted earnings per common share, for each class of common stock, are computed by dividing net earnings by the weighted-average number of common shares and potential common shares outstanding during the period. There were no potential common shares outstanding during the three or nine months ended September 30, 2014 or September 30, 2013 which would have had a dilutive effect on earnings per share.



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


   Three Months Ended  Nine Months Ended 
   September 30,  September 30, 
  2014  2013  2014  2013 
         
Numerator:        
Net earnings $1,507  $7,380  $7,075  $8,511 
Less Dividends declared:                
     Class A  131   131   391   391 
     Class B  679   650   1,986   1,925 
Undistributed earnings $697  $6,599  $4,698  $6,195 
                 
Undistributed earnings allocation - basic and diluted:                
     Class A undistributed earnings $124  $1,209  $847  $1,137 
     Class B undistributed earnings  573   5,390   3,851   5,058 
     Total undistributed earnings $697  $6,599  $4,698  $6,195 
                 
Net earnings allocation - basic and diluted:                
     Class A net earnings $255  $1,340  $1,238  $1,528 
     Class B net earnings  1,252   6,040   5,837  $6,983 
     Net earnings $1,507  $7,380  $7,075  $8,511 
                 
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  9,590,586   9,228,731   9,420,111   9,221,032 
                 
Earnings per share:                
     Class A common share - basic and diluted $0.12  $0.62  $0.57  $0.70 
     Class B common share - basic and diluted $0.13  $0.65  $0.62  $0.76 


3.            ACQUISITIONS AND DISPOSITION

2014 Acquisitions:

On June 19, 2014, the Company completed its acquisition of Power Solutions for $110.0$109.9 million, net of cash acquired.  Power Solutions is a leading provider of high-efficiency and high-density power conversion products for server, storage and networking equipment, industrial applications and power systems. Power Solutions offers a premier line of standard, modified-standard and custom designed AC/DC, DC/DC and other specific power conversion products for a variety of technologies in data centers, telecommunications and industrial applications.  TheIn connection with its acquisition of Power Solutions, bringsthe Company acquired a complementary, industry-leading power product portfolio to Bel's existing line of power products, expands our current customer base49% interest in a joint venture in the areasPeople's Republic of server, storageChina ("PRC").  The Company has assigned no value to this investment.  See Note 15, Related Party Transactions, for additional information. During the second quarter of 2015, the Company finalized its valuation of the Power Solutions acquisition as further detailed in the table below.  At the conclusion of the measurement period and networking equipmentas of June 30, 2015, there were certain working capital and adds industrialtax related items outstanding with ABB Ltd.  Any changes in facts and additional transportation applicationscircumstances related to these items will be recorded on a prospective basis and not included as purchase price adjustments.  See Note 9, Income Taxes, for further information on the Company's product offering.tax related items.

On July 25, 2014, the Company completed its acquisition of the U.S. and U.K. entities of Connectivity Solutions. On August 29, 2014, the Emerson Network PowerChina portion of the transaction closed.  The Company paid a total of $98.8 million for Connectivity Solutions, business ("CS") from Emerson Electric Co. with a payment, net of cash acquired and including a working capital adjustment, of $90.7 million.  On August 29, 2014, an additional payment of $9 million was made in connection with the closing of the China portion of the transaction.adjustment.  CSConnectivity Solutions is a leading provider of high‑performance RF/Microwave and Harsh Environment Optical Connectors and Assemblies for military, aerospace, wireless communications, data communications, broadcast and industrial applications. CS is headquartered in Bannockburn, Illinois, and has manufacturing facilities in North America, the U.K. and China.  CS will become part of Bel's Connectivity Solutions product group under the Cinch Connector business.  Management believes the acquisition of CS will enable the Company to further expand into the aerospace and military markets where long-term product reliability resulting from highly engineered solutions is critical. The addition of the CS Stratos brand with our Fibreco/Gigacom Interconnect products will also give the Company a solid position in the expanded beam fiber optic market place.  The CS group will also significantly expand the Company's existing copper‑based product offerings with the addition of RF/Microwave components and assemblies.

During the three and ninesix months ended SeptemberJune 30, 2014,2015, the Company incurred $3.8$0.1 million and $5.3$0.5 million, respectively, of acquisition-related costs associated with the independent valuations of the 2014 Acquisitions.Acquisitions and completion of the independent carve-out audit of Connectivity Solutions. During each of the three and six months ended June 30, 2014, the Company incurred $1.5 million of acquisition related costs. These costs are included in selling, general and administrative expense inon the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2014.operations.

Fair Value Estimate of Assets Acquired and Liabilities Assumed
-9-


While the initial accounting relatedWith respect to the acquisitions of Power Solutions and Connectivity Solutions is not completeacquisition, we are continuing our review of our fair value estimate of assets acquired and liabilities assumed during the measurement period, which will conclude as soon as we receive the information we are seeking about facts and circumstances that existed as of the filingacquisition date, of this Quarterly Report on Form 10-Q,or learn that more information is not available. This measurement period will not exceed one year from the followingacquisition date.

The table below depicts the Company's current estimatefinal purchase price allocation for the Power Solutions acquisition and fair value estimates of the respective acquisition date fair values of the consideration paid and identifiable net assets acquired (in thousands):
  Power Solutions   Connectivity Solutions   2014 Acquisitions 
    Measurement  June 19,        Acquisition-Date 
  June 19,  Period  2014   July 25/August 29,   Fair Values 
  2014  Adjustments  (As adjusted)    2014*   (As adjusted) 
Cash $20,913  $-  $20,913   $6,544   $27,457 
Accounts receivable  29,388   1   29,389    9,413    38,802 
Inventories  33,156   3,273   36,429 (a)  17,601 (a)  54,030 
Other current assets  5,387   1,688   7,075    2,634    9,709 
Property, plant and equipment  28,176   -   28,176 (b)  10,440 (b)  38,616 
Intangible assets  21,188   (9,153)  12,035 (c)  46,505 (c)  58,540 
Other assets  536   18,212   18,748 (d)  2,684    21,432 
     Total identifiable assets  138,744   14,021   152,765    95,821    248,586 
                       
Accounts payable  (26,180)  -   (26,180)   (10,682)   (36,862)
Accrued expenses  (20,290)  (4,505)  (24,795)(d)  (4,934)   (29,729)
Other current liabilities  223   -   223    (57)   166 
Noncurrent liabilities  761   (39,686)  (38,925)(d)  (21,195)   (60,120)
     Total liabilities assumed  (45,486)  (44,191)  (89,677)   (36,868)   (126,545)
     Net identifiable assets acquired  93,258   (30,170)  63,088    58,953    122,041 
     Goodwill  37,534   30,170   67,704 (e)  44,248 (e)  111,952 
     Net assets acquired $130,792  $-  $130,792   $103,201   $233,993 
                       
                       
Cash paid $130,792  $-  $130,792   $103,201   $233,993 
Assumption of liability  -   -   -    -    - 
     Fair value of consideration                      
         transferred  130,792   -   130,792    103,201    233,993 
     Deferred consideration  -   -   -    -    - 
     Total consideration paid $130,792  $-  $130,792   $103,201   $233,993 
                       

* The Company acquiredand liabilities assumed for the U.S. and U.K. entities of Connectivity Solutions on July 25, 2014 and the China entity of Connectivity Solutions on August 29, 2014.  These values represent the estimated fair valuesacquisition as of the respective acquisition date.dates.  The amounts noted in the table below for Connectivity Solutions are provisional since the valuations of property and equipment, intangible assets acquired, income taxes and goodwill are still under review. Accordingly, there could be material adjustments to our condensed consolidated financial statements, including changes to our depreciation and amortization expense related to the valuation of property and equipment and intangible assets acquired and their respective useful lives, among other adjustments.


  Power Solutions  Connectivity Solutions  2014 Acquisitions 
  June 19, 2014  Measurement   June 19,  July 25/August 29,  Acquisition-Date 
  (As Reported at  Period Adjustments   2014  
2014(a)
  Fair Values 
  December 31, 2014)  During 2015   (Revised)  (As adjusted)  (As adjusted) 
Cash $20,912   $-   $20,912  $6,544  $27,456 
Accounts receivable  29,389   -    29,389   9,375   38,764 
Inventories  36,429   -    36,429   17,632   54,061 
Other current assets  7,350   -    7,350   2,615   9,965 
Property, plant and equipment  28,175   (1,060) (b)  27,115   9,900   37,015 
Intangible assets  33,220   -    33,220   40,000   73,220 
Other assets  19,171   -    19,171   2,345   21,516 
     Total identifiable assets  174,646   (1,060)   173,586   88,411   261,997 
                      
Accounts payable  (26,180)  -    (26,180)  (10,682)  (36,862)
Accrued expenses  (25,545)  -    (25,545)  (5,307)  (30,852)
Other current liabilities  223   -    223   (57)  166 
Noncurrent liabilities  (42,062)  (7,198) (c)  (49,260)  (17,314)  (66,574)
     Total liabilities assumed  (93,564)  (7,198)   (100,762)  (33,360)  (134,122)
     Net identifiable assets acquired  81,082   (8,258)   72,824   55,051   127,875 
     Goodwill  49,710   8,258    57,968   50,306   108,274 
     Net assets acquired $130,792   $-   $130,792  $105,357  $236,149 
                      
                      
Cash paid $130,792  $-   $130,792  $105,357  $236,149 
Assumption of liability  -   -    -   -   - 
     Fair value of consideration                     
         transferred  130,792   -    130,792   105,357   236,149 
     Deferred consideration  -   -    -   -   - 
     Total consideration paid $130,792  $-   $130,792  $105,357  $236,149 

(a)The inventory amounts noted above for both Power SolutionsCompany acquired the U.S. and U.K. entities of Connectivity Solutions include preliminary adjustments to acquisition-dateon July 25, 2014 and the China entity of Connectivity Solutions on August 29, 2014.  These values represent the estimated fair value.values as of the respective acquisition dates.
(b)The appraisals related to machinery and equipment acquired were still in progress asRepresents the purchase accounting adjustments reflecting the finalization of this filing date; however, the amount noted above for Connectivity Solutions includes preliminary adjustments to acquisition-date fair value.  The amounts noted above for Power Solutionsvalues of property, plant and equipment only include the carrying valueassociated with completion of those assets on Power Solutions' balance sheet as of the acquisition date.third-party valuations.
(c)The Company has identified certainRepresents the impact to deferred taxes reflecting the finalization of the allocation of identifiable intangible assets related to the Power Solutions acquisition, including trademarks and trade names, developed technology and potential in-process research and development, license agreements, non-compete agreements, an investment in a 49%-owned joint venture and customer relationships, which are being valued by a third-party appraiser.  These appraisals were not complete as of the date of this filing.  The Company has also identified certain intangible assetsacquired.

Of the $58.0 million of goodwill noted above for Power Solutions, $56.3 million will be deductible for tax purposes.  None of the goodwill related to the Connectivity Solutions acquisition including trademarks, developed technology and customer relationships, which are being valued by a third-party appraiser.  While these appraisals were still in progress as of the date of this filing, preliminary estimated adjustments to fair value have been reflected in the table above.
(d)The Company recorded measurement period adjustments related to estimated uncertain tax provisions and other tax liabilities, including an indemnification asset related to certain liabilities.  While these estimates were still in progress as of the date of this filing, preliminary estimated adjustments to these liabilities have been reflected in the table above.
(e)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, various intangible assets and certain liabilities such as lease liabilities 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.
The preliminary fair value of identifiable intangible assets related to the 2014 Acquired Companies is shown in the table below (dollars in thousands).  For those intangible assets with finite lives, the acquisition-date fair values will be amortized over their respective estimated future lives utilizing the straight-line method.


Weighted-Average Life Acquisition-Date Fair Value 
TrademarksIndefinite $7,115 
Technology20 years  20,818 
Customer relationships15 years  30,607 
    Total identifiable intangible assets acquired  $58,540 


The results of operations of the 2014 Acquired Companies have been included in the Company's condensed consolidated financial statements for the period subsequent to their respective acquisition dates.  During the three months and ninesix months ended SeptemberJune 30, 2014,2015, the 2014 Acquired Companies contributed revenue of $63.1$58.4 million and $70.3$117.2 million respectively, and net lossoperating (loss) income of approximately $0.8($1.2) million and $1.6$4.4 million, respectively, to the Company's condensed consolidated financial results.  During the three and six months ended June 30, 2014, the Power Solutions acquisition contributed revenue of $7.2 million and an operating loss of approximately $1.0 million in each period.

The following unaudited pro forma information presents a summary of the combined results of operations of the Company and the aggregate results of TRP, Array, Power Solutions and Connectivity Solutions for the periods presented as if the 2013 Acquisitions had occurred on January 1, 2012 and the 2014 Acquisitions had occurred on January 1, 2013, along with certain pro forma adjustments.  These pro forma adjustments give effect to the amortization of certain definite-lived intangible assets, adjusted depreciation based upon estimated fair value of assets acquired, interest expense and amortization of deferred financing costs related to the financing of the business combinations, and related tax effects.  The 2014 unaudited pro forma net earnings for the three and nine months ended September 30, 2014 were adjusted to exclude $3.9 million and $5.4 million ($2.4 million and $3.3 million after tax), respectively, of non-recurring expenses which were incurred in connection with the 2013 and 2014 Acquisitions.  The 2013 unaudited pro forma net earnings were adjusted to include these charges in addition to an estimated non-recurring expense related to a fair value adjustment to acquisition-date inventory of $4.6 million ($4.4 million after tax) during each of the three and nine months ended September 30, 2013, respectively.  The 2013 results reflected below include merger-related charges incurred by Power Solutions in connection with its acquisition by ABB in July 2013. The pro forma results do not reflect the realization of any potential cost savings, or any related integration costs. Certain cost savings may result from these acquisitions; however, there can be no assurance that these cost savings will be achieved.  The unaudited pro forma results are presented for illustrative purposes only and are not necessarily indicative of the results that would have actually been obtained if the acquisitions had occurred on the assumed dates,January 1, 2013, nor is the pro forma data intended to be a projection of results that may be obtained in the future (in thousands):future:
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2014  2013  2014  2013 
         
Revenue $163,040  $185,091  $480,482  $533,605 
Net earnings  8,417   (28,213)  6,388   (39,714)
Earnings per Class A common share - basic and diluted  0.68   (2.38)  0.51   (3.36)
Earnings per Class B common share - basic and diluted  0.72   (2.50)  0.56   (3.51)


  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2014  2014 
     
Revenue $156,842  $317,479 
Net loss  (3,057)  (1,399)
Loss per Class A common share - basic and diluted $(0.26) $(0.13)
Loss per Class B common share - basic and diluted $(0.27) $(0.12)


2013 AcquisitionsDisposition – Sale of NPS:

On March 29, 2013,January 23, 2015, the Company completed its acquisition of TRP for $21.0 million, net of cash acquired. The Company's purchase of TRP consistedthe sale of the integrated connector moduleNetwork Power Systems ("ICM"NPS") familyproduct line and related transactions of products, including RJ45, 10/100 Gigabit, 10G, PoE/PoE+, MRJ21 and RJ.5, a line of modulesthe acquired Power Solutions business to Unipower LLC ("Unipower") 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$9.0 million in cash. The acquisitionsale also included $1.0 million of Array expandsescrow pending Unipower's realization of certain sales targets. The net proceeds of $9.0 million from the Company's portfoliosale were used to repay outstanding borrowings in accordance with the provisions of connector products that can be offered to the combined customer base,Credit and Security Agreement (see Note 8, Debt).  The transaction provides an opportunity to sell other products that Bel manufactureswill move processes and people to Array's customers.  Array has become part of Bel's Cinch Connector business.Unipower under an interim transition services agreement and Bel will also continue to manufacture the NPS products for up to 24 months under a manufacturing services agreement.

DuringAs a result of the threesale and nine months ended September 30, 2014,related transactions, the Company incurred less than $0.1recorded deferred revenue of $9.0 million.  Of this amount, the Company has recognized net sales of $1.1 million and $0.1$2.1 million, respectively, of acquisition-related costs associated with the 2012 and 2013 Acquisitions.  During the three and nine months ended September 30, 2013, the Company incurred acquisition costs of $0.1 million and $0.8 million, respectively, related to the 2012 and 2013 Acquisitions.  These costs are included in selling, general and administrative expense in the accompanying condensed consolidated statementsstatement of operations for the three and ninesix months ended SeptemberJune 30, 20142015.  The Company will recognize the $1 million currently in escrow when and 2013.

if Unipower realizes certain sales targets and such amount would be included in interest income and other, net on the condensed consolidated statements of operations.


The purchase price allocations
3.RESTRUCTURING ACTIVITIES

Activity and liability balances related to restructuring costs for TRP and Array were finalized during the first quarter of 2014.  The following table depicts the finalized respective acquisition date fair values of the consideration paid and identifiable net assets acquired (in thousands):six months ended June 30, 2015 are as follows:


  TRP  Array  2013 Acquisitions 
    Measurement  March 29,    Measurement  August 20,  Acquisition-Date 
  March 29,  Period  2013  August 20,  Period  2013  Fair Values 
  2013  Adjustments  (As finalized)  2013  Adjustments  (As finalized)  (As finalized) 
Cash $8,388  $-  $8,388  $-  $-  $-  $8,388 
Accounts receivable  11,580   (39)  11,541   994   -   994   12,535 
Inventories  6,258   1,097   7,355   2,588   (1,595)  993   8,348 
Other current assets  1,953   (334)  1,619   83   345   428   2,047 
Property, plant and equipment  4,693   1,097   5,790   2,285   1,225   3,510   9,300 
Intangible assets  -   6,110   6,110   -   1,470   1,470   7,580 
Other assets  1,151   198   1,349   84   1,663   1,747   3,096 
     Total identifiable assets  34,023   8,129   42,152   6,034   3,108   9,142   51,294 
                             
Accounts payable  (8,565)  331   (8,234)  (677)  1   (676)  (8,910)
Accrued expenses  (4,003)  (462)  (4,465)  (206)  (79)  (285)  (4,750)
Other current liabilities  (25)  (734)  (759)  (214)  214   -   (759)
Noncurrent liabilities  -   (586)  (586)  (643)  (1,105)  (1,748)  (2,334)
     Total liabilities assumed  (12,593)  (1,451)  (14,044)  (1,740)  (969)  (2,709)  (16,753)
     Net identifiable assets acquired  21,430   6,678   28,108   4,294   2,139   6,433   34,541 
     Goodwill  8,278   (7,038)  1,240   5,666   (2,094)  3,572   4,812 
     Net assets acquired $29,708  $(360) $29,348  $9,960  $45  $10,005  $39,353 
                             
                             
Cash paid $22,400  $6,948  $29,348  $9,960  $45  $10,005  $39,353 
Assumption of severance payment  109   (109)  -   -   -   -   - 
     Fair value of consideration                            
         transferred  22,509   6,839   29,348   9,960   45   10,005   39,353 
     Deferred consideration  7,199   (7,199)  -   -   -   -   - 
     Total consideration paid $29,708  $(360) $29,348  $9,960  $45  $10,005  $39,353 
         
  Liability at    Cash Payments  Liability at 
  December 31,  New  and Other  June 30, 
  2014  Charges  Settlements  2015 
Severance costs $-  $501  $(447) $54 
Other restructuring costs  -   1   (1)  - 
     Total $-  $502  $(448) $54 

The measurement period adjustments noted above primarily relate to adjustments to fair value based onDuring the appraisals on inventory, property, plant and equipment, and intangible assets.  In addition, various other asset and liability accounts had measurement period adjustmentssix months ended June 30, 2015, the Company's restructuring charges included costs related to deferred taxes.

The resultsreductions in headcount and consolidation and relocation of operations of the 2013 Acquired Companies have been includedcertain facilities and offices in the Company's consolidated financial statements for the period subsequent to their respective acquisition dates.  During the threeAsia and nine months ended September 30, 2014, the 2013 Acquired Companies contributed revenue of $20.7 millionEurope and $58.3 million, respectively,additional headcount reductions at Cinch US and net earnings of $4.0 million and $8.9 million, respectively, to the Company's consolidated financial results.  During the three and nine months ended September 30, 2013, the 2013 Acquired Companies contributed revenue of $26.4 million and $48.6 million, respectively, and net earnings of $4.2 million and $7.4 million, respectively, to the Company's consolidated financial results.
Array.


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 marketsmarkets;

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

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

As of SeptemberJune 30, 20142015 and December 31, 2013,2014, 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 Trustrabbi 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 Trustrabbi trust are categorized as available-for-sale securities and are included as other assets in the accompanying condensed consolidated balance sheets at SeptemberJune 30, 20142015 and December 31, 2013.2014.  The gross unrealized gains associated with the investment securities held in the Rabbi Trustrabbi trust were $0.6 million and $0.4$0.7 million at Septemberboth June 30, 20142015 and December 31, 2013, respectively.2014.  Such unrealized gains are included, net of tax, in accumulated other comprehensive income.loss.

As of SeptemberJune 30, 20142015 and December 31, 2013,2014, the Company had other marketable securities with a combined fair value of less than $0.1 million at each date, and gross unrealized gains of less than $0.1 million at each date.  Such unrealized gains are included, net of tax, in accumulated other comprehensive income.  The fair value of the equity securities is determined based on quoted market prices in public markets and is categorized as Level 1.  As of June 30, 2015 and December 31, 2014, our available-for-sale securities, which primarily consist of investments held in a rabbi trust of $6.5 million at each date, are measured at fair value using quoted prices in active markets for identical assets (Level 1) inputs.  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 ninesix months ended SeptemberJune 30, 2014.2015.  There were no changes to the Company's valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the ninesix months ended SeptemberJune 30, 2014.2015.

The following table sets forth by level, within the fair value hierarchy, the Company'sThere were no financial assets accounted for at fair value on a recurringnonrecurring basis as of SeptemberJune 30, 2014 and2015 or December 31, 2013 (dollars in thousands).


    Assets at Fair Value Using 
  Total  Quoted Prices in Active Markets for Identical Assets (Level 1)  Significant Other Observable Inputs (Level 2)  Significant Unobservable Inputs (Level 3) 
As of September 30, 2014
        
Available-for-sale securities:        
   Investments held in Rabbi Trust $4,867  $4,867  $-  $- 
   Marketable securities  4   4   -   - 
                 
   Total $4,871  $4,871  $-  $- 
                 
As of December 31, 2013
                
Available-for-sale securities:                
   Investments held in Rabbi Trust $3,313  $3,313  $-  $- 
   Marketable securities  3   3   -   - 
                 
   Total $3,316  $3,316  $-  $- 

2014.

The Company has other financial instruments, such as cash equivalents,and cash equivalents, held within the Rabbi Trust, accounts receivable, notes receivable,restricted cash, accounts payable, accrued expenses and 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 fair value of the Company's long-term debt is estimated using a discounted cash flow method based on interest rates that are currently available for debt issuances with similar terms and maturities.maturities (Level 2 inputs).  At SeptemberJune 30, 2014,2015, the estimated fair value of long-term debt was $234.3$206.9 million compared to a carrying amount of $235.3206.3 million. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of SeptemberJune 30, 20142015 or December 31, 2013.2014.

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 ninesix months ended SeptemberJune 30, 20142015 or 20132014 that would warrant interim impairment testing.

5.            INVENTORIES

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


 September 30,  December 31,  June 30,  December 31, 
 2014  2013  2015  2014 
Raw materials $55,302  $29,428  $52,307  $51,638 
Work in progress  16,964   8,783   17,106   16,128 
Finished goods  41,240   31,808   41,828   45,864 
 $113,506  $70,019 
Inventories $111,241  $113,630 

At September 30, 2014, $46.2 million of inventory related to the 2014 Acquired Companies.

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (dollars in thousands):following:


 September 30,  December 31,  June 30,  December 31, 
 2014  2013  2015  2014 
Land $3,302  $3,229  $2,228  $3,293 
Buildings and improvements  31,259   25,216   28,790   31,067 
Machinery and equipment  118,161   82,420   118,508   117,178 
Construction in progress  5,263   4,042   5,276   4,764 
  157,985   114,907   154,802   156,302 
Accumulated depreciation  (83,881)  (74,011)  (91,821)  (87,041)
 $74,104  $40,896 
Property, plant and equipment, net $62,981  $69,261 


At SeptemberDepreciation expense for the three months ended June 30, 2015 and 2014 $36.5was $4.0 million of property, plant and equipment related to$2.5 million, respectively.  Depreciation expense for the six months ended June 30, 2015 and 2014 Acquired Companies.was $8.1 million and $5.3 million, respectively.


7.            BUSINESS SEGMENT INFORMATIONACCRUED EXPENSES

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


  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2014  2013  2014  2013 
Total segment sales:        
North America $91,556  $34,273  $162,415  $95,796 
Asia  87,714   69,602   199,574   166,362 
Europe  44,778   9,313   72,220   30,029 
Total segment sales  224,048   113,188   434,209   292,187 
Reconciling item:                
Intersegment sales  (67,707)  (12,024)  (95,783)  (34,014)
Net sales $156,341  $101,164  $338,426  $258,173 
                 
Income from operations:                
North America $(1,964) $(239) $(2,698) $(3,734)
Asia  3,306   7,915   9,694   11,026 
Europe  3,330   56   4,271   672 
  $4,672  $7,732  $11,267  $7,964 
                 
  September 30,  December 31,         
   2014   2013         
Total Assets:                
North America $205,463  $117,261         
Asia  243,753   148,780         
Europe  81,642   42,100         
   530,858   308,141         
Unallocated Goodwill  112,629   -         
  $643,487  $308,141         
  June 30,  December 31, 
  2015  2014 
Sales commissions $3,039  $3,017 
Subcontracting labor  3,587   2,217 
Salaries, bonuses and related benefits  16,370   17,964 
Warranty accrual  4,699   6,032 
Other  12,153   13,358 
  $39,848  $42,588 

Warranties vary by product line and are competitive for the markets in which the Company operates.  Warranties generally extend for one to three years from the date of sale. The Company reviews its warranty liability quarterly based on an analysis of actual expenses and failure rates accompanied with estimated future costs and projected failure rate trends. Factors taken into consideration when evaluating our warranty reserve are (i) historical claims for each product, (ii) volume increases, (iii) life of warranty, (iv) historical warranty repair costs and (v) other factors. To the extent that actual experience differs from our estimate, the provision for product warranties will be adjusted in future periods. Actual warranty repair costs are charged against the reserve balance as incurred.

A tabular presentation of the activity within the warranty accrual account for the six months ended June 30, 2015 is presented below:


Beginning balance as of January 1, 2015 $6,032 
Charges and costs accrued  2,781 
Adjustments related to pre-existing warranties (including changes in estimates)  (1,040)
Less repair costs incurred  (1,577)
Less cash settlements  (1,522)
Currency translation  25 
Ending balance as of June 30, 2015 $4,699 



-14-
8. DEBT

On June 19, 2014, the Company entered into a senior Credit and Security Agreement with KeyBank National Association ("KeyBank") (as amended, the "Credit and Security Agreement" or "CSA").  The CSA consists of (i) a $50 million revolving credit facility ("Revolver"), (ii) a $145 million term loan facility ("Term Loan") and (iii) a $70 million delayed draw term loan ("DDTL") and matures on June 18, 2019.  During 2014, the Company borrowed an aggregate amount of $238.0 million under the CSA to fund the 2014 Acquisitions.  The Company had outstanding borrowings of $206.3 million and $232.6 million under the CSA at June 30, 2015 and December 31, 2014, respectively.
Recent Acquisitions – At SeptemberThe weighted-average interest rate in effect was 2.94% at each of June 30, 2015 and December 31, 2014 Power Solutions' total assetsand consisted of $206.7LIBOR plus the Company's credit spread, as determined per the terms of the CSA.  During the three months ended June 30, 2015 and 2014, the Company incurred interest expense of $2.0 million and Connectivity Solutions' total assets$0.2 million, respectively.  During the six months ended June 30, 2015 and 2014, the Company incurred interest expense of $136.9$4.2 million are included in the table above.

and $0.2 million, respectively.
The acquisitionsCSA contains customary representations and warranties, covenants and events of TRPdefault and financial covenants that measure (i) the ratio of the Company's total funded indebtedness, on a consolidated basis, to the amount of the Company's consolidated EBITDA, as defined, ("Leverage Ratio") and (ii) the ratio of the amount of the Company's consolidated EBITDA to the Company's consolidated fixed charges ("Fixed Charge Coverage Ratio"). If an event of default occurs, the lenders under the CSA would be entitled to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a secured creditor.  At June 30, 2015, the Company was in March 2013, Array in August 2013, Power Solutions incompliance with its debt covenants, including its most restrictive covenant, the Leverage Ratio.  The unused credit available under the credit facility at June 2014 and Connectivity Solutions in July and August 2014 contributed to Bel's segment sales, income from operations and total assets as follows:

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2014  2013  2014  2013 
Sales to External Customers:        
     North America:        
Array $1,758  $811  $5,302  $811 
Power Solutions  36,517   -   41,554   - 
Connectivity Solutions  11,941   -   11,941   - 
   50,216   811   58,797   811 
     Asia:                
TRP  18,228   25,096   51,060   46,885 
Power Solutions  1,600   -   1,958   - 
Connectivity Solutions  749   -   749   - 
   20,577   25,096   53,767   46,885 
     Europe:                
TRP  727   494   1,912   886 
Power Solutions  10,963   -   12,802   - 
Connectivity Solutions  1,295   -   1,295   - 
   12,985   494   16,009   886 
Net sales from 2013-2014 acquisitions  83,778   26,401   128,573   48,582 
                 
Income from operations:                
     North America:                
Array  (61)  (135)  (744)  (135)
Power Solutions  1,072   -   (53)  - 
Connectivity Solutions  (1,299)  -   (1,299)  - 
   (288)  (135)  (2,096)  (135)
     Asia:                
TRP  4,200   4,527   9,311   8,115 
Power Solutions  (3,201)  -   (3,363)  - 
Connectivity Solutions  112   -   112   - 
   1,111   4,527   6,060   8,115 
     Europe:                
TRP  115   92   343   196 
Power Solutions  2,726   -   3,024   - 
Connectivity Solutions  73   -   73   - 
   2,914   92   3,440   196 
Total income from operations from                
2013-2014 acquisitions $3,737  $4,484  $7,404  $8,176 

30, 2015 was $39.0 million.

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 and semi-finished components manufactured in any one of the geographic segments and transferred to any of the other geographic segments for sale or further processing. Income from operations represents net sales less operating costs and expenses.


8.9.  INCOME TAXES

At September 30, 2014 and December 31, 2013, the Company has approximately $38.6 million and $2.2 million, respectively, of liabilities for uncertain tax positions ($0.2 million and $1.0 million, respectively, included in income taxes payable and $38.4 million and $1.2 million, respectively, included in liability for uncertain tax positions) all of which, if recognized, would reduce the Company's effective tax rate.  In connection with the acquisition of Power Solutions, the Company recorded an estimated liability for uncertain tax positions of $35.9 million, including interest and penalties of $11.9 million.

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 2011 and for state examinations before 2008.   Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 2003 in Asia and generally 2007 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 SeptemberJune 30, 2014.  A total of $4.8 million2015.  An immaterial amount of previously recorded liabilities for uncertain tax positions relates principally to the 2011 tax year whichyear.  The statute of limitations related to these liabilities is scheduled to expire during the three months endedon September 30,15, 2015.  Additionally, a total of $0.8 million of previously recorded

The Company's liabilities for uncertain tax positions relating toare included in the 2010 tax year were reversed duringfollowing balance sheet captions:


  June 30,  December 31, 
  2015  2014 
Income taxes payable $38  $203 
Liability for uncertain tax positions  41,426   39,767 
  $41,464  $39,970 


As part of the quarter ended September 30, 2014.  This was offset in part by an increase toacquisition of Power Solutions the Company acquired a $35.8 million liability for uncertain tax positionspositions.  Of this amount, $12.0 million relates to an ongoing claim by the Arezzo Revenue Agency in Italy concerning certain tax matters related to what was then Power-One Asia Pacific Electronics Shenzhen Co. Ltd. (now Bel Power Solutions Asia Pacific Electronics Shenzhen Co. Ltd.) for the amount of $1.4 million which is included in the condensed consolidated statement of operations during the nine months ended September 30, 2014.  A total of $0.5 million of previously recorded liabilitiesyears 2004 through 2006.  The Company also acquired a liability for additional uncertain tax positions relatingrelated to 2006various tax matters for the years 2007 through 2013.  At the conclusion of the measurement period related to the Power Solutions acquisition and 2009as of June 30, 2015, certain of these tax yearsmatters were reversed duringbeing pursued with the quarter ended Septemberapplicable taxing authority.  From the date of acquisition through June 30, 2013.2015, the Company has recorded $2.5 million of interest and penalties pertaining to this issue and will continue to accrue applicable interest and penalties until the matters are resolved or upon expiration of the respective statute of limitations. Any changes in facts and circumstances related to these tax matters will be recorded on a prospective basis and not included as purchase price adjustments.  Of the amounts noted in the table above, $29.5 million at June 30, 2015 and $2.8 million at December 31, 2014, if recognized, would reduce the Company's effective tax rate.

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 ninesix months ended SeptemberJune 30, 20142015 and 2013,2014, the Company recognized $0.7$1.4 million and an immaterial amount, respectively, ofin interest and penalties in the condensed consolidated statements of operations.  During the six months ended June 30, 2015, the Company recognized a benefit of an immaterial amount for the reversal of such interest and penalties.  The Company has $12.6approximately $3.0 million and $0.2$1.6 million, respectively, accrued for the payment of such interest and penalties at SeptemberJune 30, 20142015 and December 31, 2013, a portion of2014, respectively, which is included in each ofboth income taxes payable and liability for uncertain tax positions in the accompanying condensed consolidated balance sheets at each date.  In connection with the estimated liability for uncertain tax positions, the Company will accrue approximately $2.5 million of interest and penalties annually.sheets.

Upon completion of the acquisitions of Power Solutions and Connectivity Solutions, there were net deferred tax assets of $7.1$2.2 million and deferred tax liabilities of $19.1$1.2 million, respectively, arising from various temporary differences and net operating loss carry forward acquired, which are included in the condensed consolidated balance sheet at SeptemberJune 30, 2014.  At September 30, 2014, the fair market value reports have not been completed and therefore the Company had no additional deferred tax amounts relating to the Power Solutions or Connectivity Solutions acquisitions. At September 30, 2014, a net deferred tax liability of $11.0 million remains on the condensed consolidated balance sheet for the 2014 Acquisitions.

The Company intends to make elections to step up the tax basis of the Power Solutions acquisition to fair value under IRC Section 338(g).  The Company does not intend to make an election to step-up the tax basis of the Emerson acquisition to fair value under IRC Section 338(g).

Upon the acquisition of TRP, TRP had a deferred tax asset in the amount of $2.2 million arising from various timing differences related to depreciation and accrued expenses.  Upon the acquisition of Array, Array had a deferred tax liability of $0.7 million arising from timing differences related to depreciation and a deferred tax asset of $2.1 million arising from the NOL acquired.2015.  In connection with the 20132014 Acquisitions, the Company was required to complete a fair market value report of property, plant and equipment and intangibles.  As a result of that report, the Company established deferred tax liabilities at the date of acquisition in the amount of $0.6$3.1 million and $1.0$16.4 million, respectively, for the TRPPower Solutions and ArrayConnectivity Solutions acquisitions. At SeptemberJune 30, 2014,2015, a net deferred tax assetliability of $1.7$12.4 million remains on the condensed consolidated balance sheet.sheet for the 2014 Acquisitions.  The amounts for the Connectivity Solutions acquisition are preliminary since the measurement period for this acquisition is still open.  The amounts will be finalized prior to the conclusion of the measurement period, which will not exceed one year from the respective acquisition dates.  See Note 2, Acquisitions and Disposition, for further information about the 2014 Acquisitions.

The Company does not intendintends to make any electionelections to step up the tax basis of the 2013 acquisitions to fair value under IRC Section 338(g) for the Power Solutions acquisitions and for certain jurisdictions with respect to the Connectivity Solutions acquisition.  The elections made under Section 338(g) only affect U.S. income taxes (not those of the foreign country where the acquired entities were incorporated).

On December 31, 2013, under the "American Taxpayer Relief Act" ("ATRA"), the Research and Experimentation credit ("R&E") expired.  The Company did not recognize any R&E credits during the nine months ended September 30, 2014.  IfOn December 16, 2014, the R&E credit iswas extended back to January 1, 2014,2014. The R&E credits for the Company will recognize the R&E credit at that time.  The annual R&E credit is approximately $0.3 million.  During the first quarter of 2013, the Company recognized a $0.4 million R&E credit from 2012 as an increase in the March 31, 2013 quarterly benefit for income taxes.year ending 2015 have not been extended.

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):



  September 30,  December 31, 
  2014  2013 
Sales commissions $2,922  $1,431 
Subcontracting labor  2,014   2,406 
Salaries, bonuses and related benefits  23,592   13,674 
Litigation reserve  -   723 
Warranty accrual  3,623   - 
Other  12,400   4,208 
  $44,551  $22,442 

Warranty Accrual - Power Solutions generally offers its customers a standard two-year warranty on power products sold, although warranty periods may vary by product type and application. The Company reviews its warranty liability quarterly based on an analysis of actual expenses and failure rates by specific product lines and estimated future costs and projected failure rate trends by specific product lines. Factors taken into consideration when evaluating the Company's warranty reserve are (i) historical claims for each product, (ii) the maturity of the product within its life cycle, (iii) volume increases, (iv) life of warranty, (v) historical warranty repair costs and (vi) other factors. To the extent that actual experience differs from our estimate, the provision for product warranties will be adjusted in future periods. Actual warranty repair costs are charged against the reserve balance as incurred.

A tabular presentation of the activity within the warranty accrual account for the period from the acquisition date of Power Solutions through September 30, 2014 is presented below (in thousands):

  September 30, 
  2014 
Beginning balance as of June 19, 2014 $4,111 
Charges and costs accrued  859 
Adjustments related to pre-existing warranties (including changes in estimates)  (35)
Less repair costs incurred  (1,377)
Currency translation  (43)
Ending balance as of September 30, 2014 $3,515 


10. DEBT

At December 31, 2013, the Company maintained a $30 million line of credit with Bank of America (the "Credit Agreement"), which was due to expire on October 14, 2016.  At December 31, 2013, the borrowings under the line of credit amounted to $12.0 million and the balance available under the Credit Agreement was $18.0 million.  The Credit Agreement bore interest at LIBOR plus 1.00% to 1.50% based on certain financial statement ratios maintained by the Company.  The interest rate in effect on the borrowings outstanding at December 31, 2013 was 1.4%.  The Company incurred interest expense of less than $0.1 million related to the borrowings under the Credit Agreement during the nine months ended September 30, 2014.  There was no interest expense related to the line of credit during the nine months ended September 30, 2013 as there were no borrowings outstanding during that period.  Under the terms of the Credit Agreement, the Company was required to maintain certain financial ratios and comply with other financial conditions.  During the nine months ended September 30, 2014, the Company repaid the full $12.0 million balance outstanding and terminated the Credit Agreement.

On June 19, 2014, the Company entered into a senior Credit and Security Agreement with KeyBank National Association ("KeyBank"), as administrative agent and lender, which was amended on June 30, 2014 principally to add a syndicate of additional lenders (as so amended, the "New Secured Credit Agreement").  The maturity date of the New Secured Credit Agreement is June 18, 2019.
The New Secured Credit Agreement consists of (i) a $50 million revolving credit facility ("Revolver"), (ii) a $145 million term loan facility ("Term Loan") and (iii) a $70 million delayed draw term loan ("DDTL").  Under the terms of the New Secured Credit Agreement, the Company is entitled, subject to the satisfaction of certain conditions, to request additional commitments under the revolving credit facility or term loans in the aggregate principal amount of up to $100 million to the extent that existing or new lenders agree to provide such additional commitments and/or term loans.
The obligations of the Company under the New Secured Credit Agreement are guaranteed by certain of the Company's material U.S. subsidiaries (together with the Company, the "Loan Parties") and are secured by a first priority security interest in substantially all of the existing and future personal property of the Loan Parties, certain material real property of the Loan Parties and certain of the Loan Parties' material U.S. subsidiaries, including 65% of the voting capital stock of certain of the Loan Parties' direct foreign subsidiaries.
The borrowings under the New Secured Credit Agreement will bear interest at a rate equal to, at the Company's option, either (1) LIBOR, plus a margin ranging from 1.75% per annum to 3.00% per annum depending on the Company's leverage ratio, or (2)(a) an "Alternate Base Rate," which is the highest of (i) the federal funds rate plus 0.50%, (ii) KeyBank's prime rate and (iii) the LIBOR rate with a maturity of one month plus 1.00%, plus (b) a margin ranging from 0.75% per annum to 2.00% per annum, depending on the Company's leverage ratio. The interest rate in effect at September 30, 2014 was 2.25%, which consists of LIBOR of 0.25% plus the Company's margin of 2.00%.
The New Secured Credit Agreement contains customary representations and warranties, covenants and events of default and financial covenants that measure (i) the ratio of the Company's total funded indebtedness, on a consolidated basis, to the amount of the Company's consolidated EBITDA, as defined, ("Leverage Ratio") and (ii) the ratio of the amount of the Company's consolidated EBITDA to the Company's consolidated fixed charges ("Fixed Charge Coverage Ratio"). If an event of default occurs, the lenders under the New Secured Credit Agreement would be entitled to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a secured creditor.  At September 30, 2014, the Company was in compliance with its most restrictive covenant, the Leverage Ratio.  The unused credit available under the credit facility at September 30, 2014 was $27.0 million, of which we had the ability to borrow the full available balance without violating our Leverage Ratio covenant based on the Company's existing consolidated EBITDA.
Concurrent with its entry into the New Secured Credit Agreement on June 19, 2014, the Company borrowed $145.0 million under the Term Loan to complete its acquisition of Power Solutions.  In July 2014, in connection with the acquisition of Connectivity Solutions, the Company borrowed an additional $90.0 million under the New Secured Credit Agreement ($70.0 million through the DDTL and $20.0 million under the Revolver).  During the three and nine months ended September 30, 2014, the Company recorded $0.4 million and $5.8 million in deferred financing costs, respectively, which will be amortized over the five-year term, and incurred $1.9 million and $2.1 million of interest expense, respectively.  At September 30, 2014, borrowings outstanding related solely to the $145.0 million Term Loan, the $70.0 million DDTL and $23.0 million under the revolver.
Scheduled principal payments of the long-term debt outstanding at September 30, 2014 are as follows (in thousands):

2014 $2,687 
2015  13,438 
2016  16,125 
2017  18,812 
2018  24,188 
Thereafter  160,063 
Total long-term debt  235,313 
Less: Current maturities of long-term debt  (12,094)
Noncurrent portion of long-term debt $223,219 

11.            RETIREMENT FUND AND PROFIT SHARING PLAN

The Company maintains the Bel Fuse Inc. Employees' Savings Plan, (the "U.S. 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.Internal Revenue Code of 1986, as amended (the "Code"). The U.S.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. TheFor plan years beginning on and after January 1, 2012, the Company's matching contributions are made in cash and are equal to 100% of the first 1% of compensation contributed by participants, and 50% of the next 5% of compensation contributed by participants. Prior to January 1, 2012, the Company's matching and profit sharing contributions were made in the form of shares of Bel Fuse Inc. Class A and Class B common stock. The expense for the three months ended SeptemberJune 30, 20142015 and 20132014 amounted to approximately $0.3 million and $0.1 million, respectively.  The expense for the ninesix months ended SeptemberJune 30, 20142015 and 20132014 amounted to approximately $0.6 million and $0.4$0.3 million, respectively. Prior to January 1, 2012, the U.S. 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 SeptemberJune 30, 2014,2015, the U.S. Planplan owned 14,88613,928 and 181,831172,269 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The Company also hasCompany's subsidiaries in Asia have a retirement fund in Asia (the "Asia Plan") which coverscovering substantially all of itstheir Hong Kong-basedKong 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 SeptemberJune 30, 20142015 and 20132014 amounted to approximately $0.1 million in each period. The expense for the ninesix months ended SeptemberJune 30, 20142015 and 20132014 amounted to approximately $0.2 million in each period.and $0.1 million, respectively. As of SeptemberJune 30, 2014,2015, the Asia Planplan owned 3,323 and 17,342 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The Company maintains a SERP, which is designed to provide a limited group of key management and highly compensated employees of the Company with supplemental retirement and death benefits.  As discussed in Note 4, Fair Value Measurements, the Company has investments in a rabbi trust which are intended to fund the obligations of the SERP.

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


 Three Months Ended  Nine Months Ended  Three Months Ended  Six Months Ended 
 September 30,  September 30,  June 30,  June 30, 
 2014  2013  2014  2013  2015  2014  2015  2014 
Service cost $138  $139  $414  $417  $138  $138  $276  $276 
Interest cost  135   112   405   337   142   135   283   270 
Amortization of adjustments  46   77   138   231 
Total SERP expense $319  $328  $957  $985 
Net amortization  92   46   183   92 
Net periodic benefit cost $372  $319  $742  $638 



 September 30,  December 31,  June 30,  December 31, 
 2014  2013  2015  2014 
Balance sheet amounts:        
Minimum pension obligation        
and unfunded pension liability $11,649  $10,830  $14,733  $14,205 
                
Amounts recognized in accumulated                
other comprehensive loss, pretax:                
Prior service cost $1,094  $1,230  $957  $1,048 
Net loss  1,004   1,004   3,210   3,302 
 $2,098  $2,234  $4,167  $4,350 


12.11.            ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOMELOSS

The components of accumulated other comprehensive (loss) incomeloss at SeptemberJune 30, 20142015 and December 31, 20132014 are summarized below (dollars in thousands):below:


  September 30,  December 31, 
  2014  2013 
     
Foreign currency translation adjustment, net of taxes of ($20) and $77    
  at September 30, 2014 and December 31, 2013 $(4,350) $1,904 
Unrealized holding gains on available-for-sale        
  securities, net of taxes of $227 and $169 as of        
  September 30, 2014 and December 31, 2013  377   282 
Unfunded SERP liability, net of taxes of ($652) and ($693) as        
  of September 30, 2014 and December 31, 2013  (1,446)  (1,541)
         
Accumulated other comprehensive (loss) income $(5,419) $645 


  June 30,  December 31, 
  2015  2014 
     
Foreign currency translation adjustment, net of taxes of ($336) at    
  June 30, 2015 and ($142) at December 31, 2014 $(16,152) $(9,351)
Unrealized holding gains on available-for-sale securities, net of taxes of        
  $274 at June 30,  2015 and $259 at December 31, 2014  454   429 
Unfunded SERP liability, net of taxes of ($1,269) at June 30, 2015        
  and ($1,325) at December 31, 2014  (2,898)  (3,026)
         
Accumulated other comprehensive loss $(18,596) $(11,948)


Changes in accumulated other comprehensive loss by component during the ninesix months ended SeptemberJune 30, 20142015 are as follows.  All amounts are net of tax (dollars in thousands).tax.


    Unrealized Holding      
  Foreign Currency  Gains on      
  Translation  Available-for-  Unfunded    
  Adjustment  Sale Securities  SERP Liability   Total 
          
Balance at January 1, 2014 $1,904  $282  $(1,541)  $645 
     Other comprehensive income (loss) before reclassifications  (6,254)  95   -    (6,159)
     Amounts reclassified from accumulated other                 
          comprehensive income (loss)  -   -   95  (a)  95 
     Net current period other comprehensive income (loss)  (6,254)  95   95    (6,064)
                  
Balance at September 30, 2014 $(4,350) $377  $(1,446)  $(5,419)
                  
(a) This reclassification relates to the amortization of prior service costs associated with the Company's SERP.      
This expense is allocated between cost of sales and selling, general and administrative expense based upon the employment    
      classification of the plan participants.                 
  Foreign Currency  Unrealized Holding Gains on      
  Translation  Available-for-  Unfunded    
  Adjustment  Sale Securities  SERP Liability   Total 
          
Balance at January 1, 2015 $(9,351) $429  $(3,026)  $(11,948)
     Other comprehensive (loss) income before reclassifications  (6,801)  25   -    (6,776)
     Amount reclassified from accumulated other                 
          comprehensive loss  -   -   128  (a)  128 
     Net current period other comprehensive (loss) income  (6,801)  25   128    (6,648)
                  
Balance at June 30, 2015 $(16,152) $454  $(2,898)  $(18,596)
                  
(a) This reclassification relates to the amortization of prior service costs and gains/losses associated with the Company's SERP plan. 
This expense is allocated between cost of sales and selling, general and administrative expense based upon the employment 
      classification of the plan participants.                 


13.12.            COMMITMENTS AND CONTINGENCIES

Leases

The Company leases various facilities under operating leases expiring through March 2023.  At December 31, 2013, the Company's total future minimum lease payments for operating leases amounted to $15.3 million.  The Company incurred additional lease commitments of approximately $7.3 million upon the acquisitions of Power Solutions and Connectivity Solutions.

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, 2013, the Company had outstanding purchase orders related to purchases of raw materials in the aggregate amount of $23.4 million and purchase orders related to capital expenditures of $3.0 million.  The Company incurred additional commitments upon the acquisitions of Power Solutions and Connectivity Solutions totaling approximately $19.3 million in raw material purchase orders and $0.5 million in capital expenditure commitments.

Legal Proceedings

The Company is party to a number of legal actions and claims, none of which individually or in the aggregate, in the opinion of management, are expected to have a material adverse effect on the Company's results of operations or financial position.  See the Company's Annual Report on Form 10-K for the year ended December 31, 20132014 for the details of all of Bel's material pending lawsuits.  Certain developments that have arisen in legal proceedings subsequent

14


The Company was 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 ("SynQor I case").  The plaintiff alleged that eleven defendants, including Bel, infringed its patents covering certain power products. With respectrespect 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 initially went to trial in December 2010.  A decision was ultimately rendered in November 2013 in favor of the plaintiff, and the Company released a payment to SynQor of $10.9 million.  The Company subsequently received a $2.1 million payment from one of its customers related to an indemnification agreement and reimbursement of certain legal fees.

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-verdict 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 II case").  SynQor, Inc. also seeks enhanced damages.  The Company has an indemnification agreement in place with one of its customers specifically covering post-verdict damages related to this case.  This case went to trial on July 30, 2013.  In April 2014, a final judgment was rendered in this case, whereby the Company was assessed an additional $0.7 million in post-verdict damages.  This amount was paid by the Company in July 2014 and was subsequently reimbursed by one of its customers under the terms of the indemnification agreement referenced above.  SynQor filed an appeal of the final judgment in May 2014, which is currently pending with the CAFC. The CAFC heard oral arguments from the parties on this matter on March 2, 2015. The Court has yet to render its decision on this case.

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.  The Court denied Molex's revised Motion to Dismiss on June 16, 2014.  In June 2014, Molex initiated an Inter Partes Review (IPR) at the U.S. Patent and Trademark Office for one of the three patents associated with this case.  The Company and Molex executed an agreement in September 2014 to terminate the IPR and to withdraw one of the patents from the district court litigation.  The case continues to proceed in the district courtDistrict Court and now involves two of the Company's patents related to integrated magnetic connector products.

In connection with the acquisition of Power Solutions, there is an ongoing claim by the Arezzo Revenue Agency in Italy concerning certain tax matters related to what was then Power-One Asia Pacific Electronics Shenzhen Co. Ltd. (now Bel Power Solutions Asia Pacific Electronics Shenzhen Co. Ltd, or "BPS China") for the years 2004 to 2006.  In September 2012, the Tax Court of Arezzo ruled in favor of BPS China and cancelled the claim.  In February 2013, the Arezzo Revenue Agency filed an appeal of the Tax Court's ruling. The hearing of the appeal was held on October 2, 2014.  On October 13, 2014, BPS China was informed of the Regional Tax Commission of Florence ruling which was in favor of the Arezzo Revenue Agency and against BPS China.  The estimated liability related to this matter is approximately $12.0 million and has been included inas a liability for uncertain tax positions on the accompanying condensed consolidated balance sheet.  As Bel is fully indemnified in this matter per the terms of the stock purchase agreement with ABB, an offsetting indemnification asset is also reflected in other assets on the accompanying condensed consolidated balance sheet at SeptemberJune 30, 2015.

The Company, through its subsidiary Cinch Connectors Inc., is a defendant in an asbestos lawsuit captioned Richard Skrzypek 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 November 13, 2014. The Company filed its answer to the complaint on January 23, 2015.

The Company is not a party to any other legal proceeding, the adverse outcome of which is likely to have a material adverse effect on the Company's condensed consolidated financial condition or results of operations.

13.SEGMENTS

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 net sales and income from operations.  The following is a summary of key financial data:


  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2015  2014  2015  2014 
Net Sales to External Customers:
        
    North America $76,504  $35,064  $153,264  $63,795 
    Asia  48,610   51,223   94,131   94,271 
    Europe  20,544   13,152   40,278   24,019 
  $145,658  $99,439  $287,673  $182,085 
                 
Net Sales:                
North America $84,491  $39,405  $171,508  $70,859 
Asia  80,189   61,968   153,338   111,860 
Europe  41,967   16,550   83,504   27,441 
Less intercompany net sales  (60,989)  (18,484)  (120,677)  (28,075)
  $145,658  $99,439  $287,673  $182,085 
                 
Income from Operations:                
North America $(1,215) $(1,617) $2,255  $(734)
Asia  5,161   4,715   5,713   6,388 
Europe  3,506   616   8,530   941 
  $7,452  $3,714  $16,498  $6,595 

Net Sales – Segment net sales are attributed to individual segments based on the geographic source of the billing for such customer sales.  Intercompany sales include finished products manufactured in foreign countries which are then transferred to the United States and Europe for sale; finished goods manufactured in the United States which are transferred to Europe and Asia for sale; and semi-finished components manufactured in the United States which are sold to Asia for further processing. Income from operations represents net sales less operating costs and expenses and does not include any amounts related to intercompany transactions.

The following items are included in the segment data presented above:

Recent Acquisitions – The 2014 Acquisitions contributed to Bel's segment sales and income from operations during the three and six months ended June 30, 2015 and 2014 as follows:



  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2015  2014  2015  2014 
Net Sales to External Customers:
        
North America:        
    Power Solutions $32,999  $5,037  $66,398  $5,037 
    Connectivity Solutions  13,986   -   28,475   - 
   46,985   5,037   94,873   5,037 
Asia:                
    Power Solutions  292   357   642   357 
    Connectivity Solutions  1,160   -   2,238   - 
   1,452   357   2,880   357 
Europe:                
    Power Solutions  8,065   1,839   15,981   1,839 
    Connectivity Solutions  1,913   -   3,491   - 
   9,978   1,839   19,472   1,839 
                 
  $58,415  $7,233  $117,225  $7,233 
                 



  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2015  2014  2015  2014 
Income (Loss) from Operations:
        
North America:        
    Power Solutions $(2,954) $(1,125) $(1,855) $(1,125)
    Connectivity Solutions  585   -   1,521   - 
   (2,369)  (1,125)  (334)  (1,125)
Asia:                
    Power Solutions  (563)  (162)  (1,510)  (162)
    Connectivity Solutions  (327)  -   (493)  - 
   (890)  (162)  (2,003)  (162)
Europe:                
    Power Solutions  1,858   297   6,318   297 
    Connectivity Solutions  217   -   398   - 
   2,075   297   6,716   297 
                 
  $(1,184) $(990) $4,379  $(990)



14.EARNINGS PER SHARE

The following table sets forth the calculation of basic and diluted net earnings per common share under the two-class method for the three and six months ended June 30, 2015 and 2014:


   Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2015  2014  2015  2014 
         
Numerator:        
Net earnings $6,062  $3,065  $11,382  $5,568 
Less dividends declared:                
     Class A  130   131   261   261 
     Class B  682   653   1,360   1,307 
Undistributed earnings $5,250  $2,281  $9,761  $4,000 
                 
Undistributed earnings allocation - basic and diluted:                
     Class A undistributed earnings $924  $414  $1,720  $726 
     Class B undistributed earnings  4,326   1,867   8,041   3,274 
     Total undistributed earnings $5,250  $2,281  $9,761  $4,000 
                 
Net earnings allocation - basic and diluted:                
     Class A net earnings $1,054  $545  $1,981  $987 
     Class B net earnings  5,008   2,520   9,401   4,581 
     Net earnings $6,062  $3,065  $11,382  $5,568 
                 
Denominator:                
Weighted-average shares outstanding:                
     Class A - basic and diluted  2,175   2,175   2,175   2,175 
     Class B - basic and diluted  9,693   9,332   9,682   9,333 
                 
Net earnings per share:                
     Class A - basic and diluted $0.49  $0.25  $0.91  $0.45 
     Class B - basic and diluted $0.52  $0.27  $0.97  $0.49 



15.RELATED PARTY TRANSACTIONS

In connection with the acquisition of Power Solutions in 2014, the Company maintains minority ownership in a joint venture in the PRC.  See Note 2, Acquisitions and Disposition.  The joint venture may purchase raw components and other goods from the Company and may sell finished goods to the Company as well as to other third parties.  The Company paid $0.3 million and $1.5 million for inventory purchases from the joint venture during the three and six months ended June 30, 2015, respectively.  At June 30, 2015, the Company owed the joint venture approximately $0.5 million, which is included in accounts payable on the condensed consolidated balance sheet.








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

The Company's quarterlyinformation in this Management's Discussion and annual operating results are impacted by a wide varietyAnalysis of factors that could materiallyFinancial Condition and adversely affect revenues and profitability, including the risk factors describedResults of Operations ("MD&A") should be read in conjunction with the Company's condensed consolidated financial statements and the related notes set forth in Item 1 of Part I of this quarterly report on Form 10-Q, our MD&A set forth in Item 7 of Part II of our 2014 Annual Report on Form 10-K for the year ended December 31, 2013. 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 materiallyour consolidated financial statements 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 detailedrelated notes set forth in Item 1A8 of the Company'sPart II of our 2014 Annual Report on Form 10-K10-K. See Part II, Item 1A, "Risk Factors," below and "Cautionary Notice Regarding Forward-Looking Statements," above, and the information referenced therein, for the year ended December 31, 2013, whicha description of risks that we face and important factors that we believe could cause actual results to differ materially from these Forward-Looking Statements.  The Company undertakes no obligationthose in our forward-looking statements. All amounts and percentages are approximate due to publicly releaserounding and all dollars are in millions, except per share amounts or where otherwise noted. When we cross-reference to a "Note," we are referring to our "Notes to Condensed Consolidated Financial Statements," unless the results of any revisionscontext indicates otherwise.  All amounts noted within the tables are in thousands and amounts and percentages are approximate due 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.rounding.


Overview

Our Company

Bel designs, manufactures and markets a broad array of products that power, protect and connect electronic circuits.  These 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.

The Company is primarily engaged in the design, manufacture, and sale of products used in aerospace, data transmission, military, transportation, and consumer electronics. Bel's product groups include Magnetic Solutions (discrete components, power transformers and MagJack® connectors with integrated magnetics), Power Solutions and Protection (AC-DC power supplies, DC-DC converters, custom designs, miniature, micro, surface mount and resettable fuses) and Connectivity Solutions (micro, circular, filtered D Sub, fiber optic, RF connectors, microwave components, passive jacks, plugs and cable assemblies).

Bel's business is operatedoperates through three geographic segments:  North America, Asia and Europe.  DuringIn the ninesix months ended SeptemberJune 30, 2014, 44%2015, 53% of the Company's revenues were derived from Asia, 42%North America, 33% from North AmericaAsia and 14% from its Europe operating segment.  SalesBy product group, 38% of sales for the six months ended June 30, 2015 related to the Company's Magnetic Solutionspower solutions and protection products, represented approximately 38% of its total net sales during the nine months ended September 30, 2014.  The remaining revenues32% related to sales of the Company's Connectivity Solutionsconnectivity solutions products (32%) and Power Solutions and Protection products (30%).30% related to the Company's magnetics products.

The Company'sOur operating expenses are driven principally by the cost of labor where the factories that Bel uses are located,we produce our products, the cost of the materials that it useswe use and itsour ability to effectively and efficiently manage overhead costs.  As labor and material costs vary by product line and region, any significant shift in the mix of higher- versus lower-margin product lines willsold may have an associated impact on the Company'sour 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 fringesbenefits and related allocations of factory overhead. The Company'sOur products are manufactured atin various facilities in: the People's Republic of China ("PRC"); Glen Rock, Pennsylvania; Inwood, New York; McAllen, Texas; Miami and Melbourne, Florida; Waseca, Minnesota; Mesa, Arizona; Haina, Dominican Republic; Reynosa and Cananea, Mexico; Louny, Czech Republic; Worksop, Great Dunmow and Chelmsford, England; and Dubnica nad Vahom, Slovakia.globally.

In the PRC, where the Companywe generally entersenter into processing arrangements with several independent third-party contractors and also has itshave our 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 haswe have little visibility into the ordering habits of itsour customers and we can be subjected to large and unpredictable variations in demand for itsour products.  Accordingly, the Companywe must continually recruit and train new workers to replace those lost to attrition each year and to be able 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 Companyus for labor in the PRC.

The consolidated results included in this MD&A include the results of the 2014 Acquisitions discussed in Note 2, Acquisitions and Disposition, from their respective acquisition dates.

TrendsKey Factors Affecting our Business

The Company believes the key factors affecting Bel's results for the three and ninesix months ended SeptemberJune 30, 20142015 and/or future results include the following:

·
Recent Acquisitions – The Company completed its acquisitions of TRP and Array during late March and mid-August 2013, respectively, its acquisition of Power Solutions in mid-JuneJune 2014, and its acquisition of Connectivity Solutions in late-JulyJuly 2014 and late-AugustAugust 2014. During the three and ninesix months ended SeptemberJune 30, 2014, these acquisitions contributed a combined $83.8 million and $128.6 million of sales, respectively, and a combined $3.7 million and $7.4 million of income from operations, respectively.  During2015, the three and nine months ended September 30, 2013, TRP and Arrayacquired companies contributed combined sales of $26.4$58.4 million and $48.6$117.2 million, respectively.

·
Revenues – Excluding the revenue contributions from the 2014 Acquisitions as described above, the Company's revenues for the three and six months ended June 30, 2015 decreased by $5.0 million and $4.4 million, respectively, and combined income from operationsas compared to the same periods of $4.5 million and $8.2 million, respectively.2014.

·
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.  DuringAs compared to the nine months ended September 30, 2014,pre-2014 (legacy-Bel) business on average, the additionrecently acquired Power Solutions business has lower margins and Connectivity Solutions has higher margins.  Fluctuations in sales volume of Power Solutions andor Connectivity Solutions hadproducts will have a favorablecorresponding impact on the Company'sBel's profit margin percentage.margins.

·
Pricing and Availability of Materials – Pricing and availability of components that constitute raw materials in our manufacturing processes have been stable for most of the Company's product lines, although lead times on certain electrical components are stillcontinue to be extended.  Pricing of electrical components stabilized during the third quartersix months ended June 30, 2015 was flat compared to the same period of 2014.  With regard to commodity pricing, the costcosts of certain commodities that are contained in components and other raw materials, such as gold and copper, were lower during the first ninethree and six months of 2014ended June 30, 2015 as compared to the same periodperiods of 2013.2014. 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.operating results.

·
Restructuring – The Company continues to implement restructuring programs in connection with integrating the 2014 Acquisitions into the legacy-Bel structure. During the three and six months ended June 30, 2015, the Company incurred $0.3 million and $0.5 million, respectively, as compared to $1.1 million in each of the same periods of 2014, primarily for severance and termination benefits.  Restructuring efforts are expected to continue into the second half of 2015, and we anticipate additional costs of approximately $1.0 million in the second half of 2015.  These efforts are projected to result in incremental savings of $3 million to $4 million on an annualized basis, beginning in the fourth quarter of 2015.  The preceding discussions represent Forward-Looking Statements.  See "Cautionary Notice Regarding Forward-Looking Statements."

·
Labor Costs – Labor costs as a percentage of sales decreased from 14.3%for the legacy-Bel business were 14.0% of sales during the ninesix months ended SeptemberJune 30, 20132015 as compared to 12.4%14.2% during the comparable period ofsix months ended June 30, 2014.  The primary factor drivingWith the reduction was the additioninclusion of the Power Solutions products, which have a2014 Acquisitions in our results, we expect lower labor content than most of Bel's other products.  Also, during early 2013, the Company incurred higher labor costs due to inefficiencies associated with the Cinch reorganization.  These additional costs did not recur in 2014. This decrease inconsolidated labor costs as a percentage of sales was largely offset by risingin future periods.  Labor costs for the Power Solutions business during the six months ended June 30, 2015 were 5.6% of their respective sales and Connectivity Solutions' labor costs in the PRC and the strengtheningwere 7.5% of the Chinese Renminbi.their respective sales.

·
Acquisition-Related Costs –The Company– As a result of the 2014 Acquisitions, we incurred $3.8acquisition-related costs of $0.1 million and $5.4$0.5 million in acquisition-related costs during the three and ninesix months ended SeptemberJune 30, 2014, respectively.  These costs primarily related to the audits of the historical financial statements of the acquirees, as well as legal and consulting expenses associated with the 2014 Acquisitions.  The Company also recorded purchase accounting adjustments in the third quarter of 2014 related to inventory step-up adjustments.  These adjustments resulted in additional expense during the third quarter of 2014 of $4.6 million in cost of sales.  Various purchase accounting adjustments and2015, respectively, which includes professional fees associated with thefor independent valuations of Power Solutions and Connectivity Solutions and related to the completion of auditsthe independent carve-out audit for Connectivity Solutions.  The Company anticipates these costs to be minimal for the remainder of 2015.

·
Impact of Foreign CurrencySince we are a U.S. domiciled company, we translate our foreign currency-denominated financial results into U.S. dollars.  Due to the historicalchanges in the value of foreign currencies relative to the U.S. dollar, translating our financial results and the revaluation of certain intercompany transactions to and from foreign currencies to U.S. dollars may result in a favorable or unfavorable impact to our condensed consolidated statements of operations and cash flows.  The Company monitors changes in foreign currencies and implements pricing actions to help mitigate the acquirees, are also expectedimpact that changes in future quarters.foreign currencies may have on its operating results. See Selling, General and Administrative Expenses and Inflation and Foreign Currency Exchange below for further details.

·
Effective Tax Rate – The Company's effective tax rate will fluctuate based on the geographic segment in which theour pretax profits are earned.  Of the geographic segments in which the Company operates,we operate, 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 nine months ended September 30, 2014 compared to the same period in 2013 is primarily attributed to the increase in US taxes despite a pretax loss in the North America segment from taxes related to uncertain tax positions, valuation allowancesSee (Benefit) Provision for Income Taxes below and sub part F related income.  This was offset in part by a true up of tax accruals.  In addition, for the nine months ended September 30, 2013, the Company recognized an additional $0.4 million in R&E credits related to the year ended December 31, 2012 which offset the increase in the effective tax rate for the nine months ended September 30, 2014. See Note 8 of the condensed consolidated financial statements.9, Income Taxes.

Based on third quarterWith the majority of our integration efforts and sales force restructuring with respect to the 2014 resultsAcquisitions substantially completed, our main focus for the remainder of Bel and the recently acquired businesses, the Company is at a current run rate of approximately $650 million in annual sales.  The focus going forward continues to2015 will be on improving qualitytop line sales growth. As noted above, we are also looking at additional efficiencies that can be achieved in various areas of the factory levels, working closely with our large customersbusiness through facility consolidations and their engineering teams, and continued overhead cost containment internally.  Management has already implemented annualother streamlining efforts which are expected to provide meaningful cost savings of over $5 million related to the acquisitions of Power Solutions and Connectivity Solutions and has identified additional opportunities to streamline the consolidated businessesstarting in the future.   Statements regarding future results constitutelate 2015.  Such expectation is a 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, 2013.Statement.  See "Cautionary Notice Regarding Forward-Looking Statements."



Summary by Reportable Operating Segment

Net sales to external customers by reportable operating segment for the three and ninesix months ended SeptemberJune 30, 20142015 and 20132014 were as follows (dollars in thousands):follows:


 Three Months Ended  Nine Months Ended  Three Months Ended  Six Months Ended 
 September 30,  September 30,  June 30,  June 30, 
 2014  2013  2014  2013  2015  2014  2015  2014 
North America $79,384   51% $31,613   31% $143,180   42% $87,058   34% $76,504   53% $35,064   35% $153,264   53% $63,795   35%
Asia  54,656   35%  60,751   60%  148,927   44%  142,323   55%  48,610   33%  51,223   52%  94,131   33%  94,271   52%
Europe  22,301   14%  8,800   9%  46,319   14%  28,792   11%  20,544   14%  13,152   13%  40,278   14%  24,019   13%
 $156,341   100% $101,164   100% $338,426   100% $258,173   100% $145,658   100% $99,439   100% $287,673   100% $182,085   100%


Net sales to external customers in the Company's North America and Europe operating segments were favorably impacted during the three and six months ended June 30, 2015 as compared to the same periods of 2014 due to the 2014 Acquisitions.  During the three months ended June 30, 2015, the 2014 Acquisitions contributed $47.0 million of their total net sales to North America, $1.5 million to Asia and $10.0 million to Europe. During the six months ended June 30, 2015, the 2014 Acquisitions contributed $94.9 million of their total net sales to North America, $2.9 million to Asia and $19.5 million to Europe.

Net sales and income from operations by reportable operating segment for the three months and ninesix months ended SeptemberJune 30, 20142015 and 20132014 were as follows (dollars in thousands):follows. Segment net sales are attributed to individual segments based on the geographic source of the billing for customer sales.


 Three Months Ended  Nine Months Ended  Three Months Ended  Six Months Ended 
 September 30,  September 30,  June 30,  June 30, 
 2014  2013  2014  2013  2015  2014  2015  2014 
Total segment sales:                
North America $91,556  $34,273  $162,415  $95,796  $84,491  $39,405  $171,508  $70,859 
Asia  87,714   69,602   199,574   166,362   80,189   61,968   153,338   111,860 
Europe  44,778   9,313   72,220   30,029 
�� Europe  41,967   16,550   83,504   27,441 
Total segment sales  224,048   113,188   434,209   292,187   206,647   117,923   408,350   210,160 
Reconciling item:                                
Intersegment sales  (67,707)  (12,024)  (95,783)  (34,014)  (60,989)  (18,484)  (120,677)  (28,075)
Net sales $156,341  $101,164  $338,426  $258,173  $145,658  $99,439  $287,673  $182,085 
                                
Income from operations:                                
North America $(1,964) $(239) $(2,698) $(3,734) $(1,215) $(1,617) $2,255  $(734)
Asia  3,306   7,915   9,694   11,026   5,161   4,715   5,713   6,388 
Europe  3,330   56   4,271   672   3,506   616   8,530   941 
 $4,672  $7,732  $11,267  $7,964  $7,452  $3,714  $16,498  $6,595 


DuringSee Note 13, Segments, for details on contributions from the 2014 Acquisitions to income from operations by segment.


Net Sales

The Company's net sales by major product line for the three and ninesix months ended SeptemberJune 30, 2015 and 2014 were as follows:


  Three Months Ended  Six Months Ended 
  June 30,  June 30, 
  2015  2014  2015  2014 
Magnetic solutions $46,243   32% $44,732   45% $87,145   30% $84,029   46%
Connectivity solutions  45,615   31%  32,197   32%  91,246   32%  62,367   34%
Power solutions and protection  53,800   37%  22,510   23%  109,282   38%  35,689   20%
  $145,658   100% $99,439   100% $287,673   100% $182,085   100%


The Company experienced volume increases in all product lines during the three and six months ended June 30, 2015 as compared to the same period of 2014.

Magnetic Solutions:

The increase in magnetic solutions' sales was primarily due to increases in sales volume of Bel's integrated connector module (ICM) products of $1.2 million during the three months ended June 30, 2015 and $3.1 million during the six months ended June 30, 2015 as compared to the respective periods of 2014.

Power Solutions and Protection:

The Power Solutions acquisition contributed incremental sales of $34.1 million and $75.8 million to the power solutions and protection product line during the three and six months ended June 30, 2015, respectively, as compared to the same periods of 2013,2014  Excluding the 2013 acquisitionsincremental impact of TRP and Array contributed significantly to Bel's Asia and North America segment sales, and TRP's income from operations in Asia more than offset Bel's loss from operations in North America. The acquisition ofthe Power Solutions in June 2014 contributed significantly to Bel's North Americaacquisition, power solutions and Europe segmentprotection net sales decreased by $2.8 million, or 18.5%, during the threesecond quarter of 2015 and nineby $2.2 million, or 7.7%, during the first six months ended September 30, 2014of 2015, as compared to the same periods of 2013.   2014.  These decreases were primarily due to declines in sales volume from our legacy-Bel DC/DC products during 2015 as compared to the respective periods of 2014.

Connectivity Solutions:

The acquisition of Connectivity Solutions acquisition contributed incremental sales of $17.1 million and $34.2 million to North Americathe connectivity solutions product line during the three and Europe segmentsix months ended June 30, 2015, respectively, as compared to the same periods of 2014.  Excluding the incremental impact of the Connectivity Solutions acquisition, connectivity solutions net sales beginningdecreased by $3.6 million, or 11.3%, during the second quarter of 2015 and by $5.3 million, or 8.5%, during the first six months of 2015, as compared to the same periods of 2014.  The decreases were primarily due to declines in Augustsales volumes from our legacy-Bel passive connector products and Cinch products.

Cost of Sales

Cost of sales as a percentage of net sales for the three and six months ended June 30, 2015 and 2014 consisted of the following:


 Three Months Ended Six Months Ended
 June 30, June 30,
 2015 2014 2015 2014
Material costs42.7% 44.4% 43.4% 43.4%
Labor costs11.2% 13.5% 10.8% 13.8%
Research and development expenses4.9% 4.1% 4.9% 4.1%
Other expenses21.6% 20.0% 21.7% 21.1%
   Total cost of sales80.4% 82.0% 80.8% 82.4%


Material costs as a percentage of sales were lower during the second quarter of 2015 as compared to the second quarter of 2014, and flat during the six month periods noted above.  Excluding the 2014 Acquisitions, legacy-Bel's material costs as a percentage of sales decreased to 39.5% in the three months ended June 30, 2015 from 42.4% in the same period of 2014 and to Asia segment sales beginning41.5% in Septemberthe six months ended June 30, 2015 from 42.3% in the same period of 2014.  See Note 7This was due to the accompanying condensed consolidated financial statements for further details.  Within North America, shift in the improvementmix of products sold noted above, as legacy-Bel's DC/DC products carry a higher material content than its ICM products. The reduction in income from operationsmaterial costs during the ninesix month period was equally offset by higher material content associated with Power Solutions products (material costs for the acquired Power Solutions business were 53.3% of their total sales during the first six months of 2015).

Labor costs as a percentage of sales declined with the inclusion of the 2014 Acquisitions, particularly Power Solutions, as their significant manufacturing sites are located in lower cost regions.  Legacy-Bel's labor costs as a percentage of sales increased slightly to 14.4% in the three months ended SeptemberJune 30, 2015 from 14.2% in the same period of 2014 (primarily due to government mandated wage increases in the PRC during May 2015).  Legacy-Bel labor costs as a percentage of sales for the first half of the year decreased from 14.2% in 2014 to 14.0% in 2015 primarily due to an adequate return of trained labor following the 2015 Lunar New Year holiday, which eliminated the need for excess overtime to meet customer demand.

Included in cost of sales are research and development (R&D) expenses of $7.1 million and $4.0 million for the three-month periods ended June 30, 2015 and 2014, respectively, and $14.1 million and $7.4 million for the six-month periods ended June 30, 2015 and 2014, respectively.  The majority of these increases relate to the incremental impact of R&D expense from the 2014 Acquired Companies of $3.2 million during the three months ended June 30, 2015 and $6.9 million during the six months ended June 30, 2015.


Selling, General and Administrative Expenses ("SG&A")

SG&A expenses increased $7.6 million and $14.0 million in the three and six months ended June 30, 2015, respectively, as compared with the same periods of 2014.  These increases were due to the following:


  Increase (Decrease) 
  Compared to Same Period of 2014 
  Three Months Ended  Six Months Ended 
  June 30, 2015  June 30, 2015 
Incremental impact of additional SG&A expense from the 2014 Acquisitions $9,434  $19,227 
Acquisition-related costs  (1,460)  (1,083)
Net unrealized gains on foreign currency revaluation  (195)  (4,617)
Other general and administrative expenses  (191)  480 
  $7,588  $14,007 


The net unrealized gains on foreign currency revaluation noted above were primarily due to the appreciation of the U.S. dollar against the euro within the Power Solutions business and changes in other foreign currencies during the six months ended June 30, 2015, which in turn impacted the revaluation of some of the Company's intercompany loans and, to a lesser extent, intercompany receivable and payable balances.

(Benefit) Provision for Income Taxes

The Company's effective tax rate will fluctuate based on the geographic segment in which the pretax profits and losses occur.  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 (benefit) provision for income taxes for the three months ended June 30, 2015 and 2014 was $(0.6) million and $0.5 million, respectively.  The Company's earnings before provision for income taxes for the three months ended June 30, 2015 were approximately $1.9 million higher than the same period in 2014.  The Company's effective tax rate, representing the income tax (benefit) provision as a percentage of earnings before provision for income taxes, was (10.7)% and 13.4% for the three month periods ended June 30, 2015 and 2014, respectively.  The change in the effective tax rate during the three months ended June 30, 2015 as compared to the same period of 2013 was also2014, is primarily attributable to a significant increase in the recovery ofNorth America segment pre-tax loss which was partially offset by the Cinch operations.  Both salesincrease in U.S. taxes resulting from taxes related to uncertain tax positions and foreign acquired disregarded entity income.

The provision for income from operations duringtaxes for the ninesix months ended SeptemberJune 30, 2013 were negatively impacted by the relocation of Cinch's North American manufacturing operations.  Manufacturing inefficiencies resulted in reduced production levels and lower overall sales of Cinch products.  In addition, various other costs associated with the Cinch reorganization further reduced our income from operations in North America during early 2013.  These transition issues were resolved by the end of 2013.

Overview of Financial Results

Sales for the nine months ended September 30, 2014 increased by 31.1%2015 was $1.4 million compared to $338.4 million from $258.2$0.9 million for the six months ended June 30, 2014.  The Company's earnings before income taxes for the six months ended June 30, 2015 were approximately $6.3 million higher than the same period of 2013.  Sales were favorably impacted byin 2014.  The Company's effective tax rate was 10.7% and 13.5% for the contributions made by the 2013six-month periods ended June 30, 2015 and 2014, Acquisitions, andrespectively.   The change in the rebounding of Cinch sales after the relocation of its manufacturing operations in early 2013.  Pricing to customers was adjustedeffective tax rate during the latter half of 2013six months ended June 30, 2015 compared to recover some of the higher labor costssame period in China and other cost increases resulting from2014 is primarily attributed to the continued strengthening of the Chinese Renminbi.  These increased prices are reflecteddecrease in the 2014 sales figures above. Selling, general and administrative expense was $12.4 million higherAsia segment pre-tax income which resulted in lower taxes during the ninesix months ended SeptemberJune 30, 2014 as2015 compared to the same period of 2013,2014, and a reversal of valuation allowances for capital loss carryforwards offset in part by an increase in U.S. taxes resulting from taxes related to uncertain tax positions and foreign acquired disregarded entity income.  See Note 9, Income Taxes.

Liquidity and Capital Resources

Our primary sources of cash are the collection of trade receivables generated from the sales of our products and services to our customers and amounts available under our existing lines of credit, including our credit facility. Our primary uses of cash are payments for operating expenses, investments in working capital, capital expenditures, interest, taxes, dividends, debt obligations and other long-term liabilities. We believe that our current liquidity position and future cash flows from operations will enable us to fund our operations, including all of the items mentioned above, in the next twelve months.

Cash and cash equivalents held by foreign subsidiaries of the Company amounted to $60.7 million at June 30, 2015 (representing 85% of total cash on hand) and $67.2 million at December 31, 2014 (representing 87% of total cash on hand).  Management's intention is to permanently reinvest the earnings of its foreign subsidiaries outside the U.S. and there are no current plans that would indicate a need to repatriate those earnings to fund the Company's U.S. operations.  In the event foreign earnings were repatriated to fund U.S. operations by way of a taxable distribution, the Company would be required to accrue and pay U.S. taxes to repatriate these funds.

On June 19, 2014, the Company entered into a senior Credit and Security Agreement ("CSA").  At June 30, 2015, the Company was in compliance with its debt covenants, including its most restrictive covenant, the Leverage Ratio.  The unused credit available under the credit facility at June 30, 2015 was $39.0 million, of which we had the ability to borrow $35.0 million without violating our Leverage Ratio covenant based on the Company's existing consolidated EBITDA. See Note 8, Debt, for additional details.

Cash Flows

During the six months ended June 30, 2015, the Company's cash and cash equivalents decreased by $5.7 million.  This decrease was primarily due to the inclusion of expensesfollowing:

·net repayments of long-term debt of $26.4 million;
·purchases of property, plant and equipment of $5.7 million; and
·payments of dividends of $1.5 million.

These items were partially offset by:
·net cash proceeds of $9.0 million received from the NPS sale and related transactions; and
·other net cash provided by operating activities of $14.7 million, including the impact of the changes in accounts receivable and inventories described below; and
·a favorable impact of exchange rate changes on cash and cash equivalents of $4.7 million, primarily due to the appreciation of the U.S. dollar to the euro.

During the recent acquisitions and acquisition-related costs.  These factors led to net earnings of $7.1 million for the ninesix months ended SeptemberJune 30, 20142015, accounts receivable decreased by $0.4 million primarily due to slightly lower sales volume in the second quarter of 2015 as compared to $8.5the fourth quarter of 2014.  Days sales outstanding (DSO) remained constant at 62 days at both June 30, 2015 and December 31, 2014.  Inventories decreased by $1.6 million forduring the same periodsix months ended June 30, 2015, as shipments of 2013.   Additional details related to these factors affecting the nine-month results are describedfinished goods increased in the Resultsmonth of Operations section below.June.  Inventory turns declined to 4.2 times per year at June 30, 2015 from 4.3 times per year at December 31, 2014.

As compared with the six months ended June 30, 2014, cash provided by operating activities increased $11.0 million. Excluding the net cash proceeds received from the NPS sale and related transactions, cash provided by operating activities increased $2.0 million.
-24-


Critical Accounting Policies

Management's discussion and analysis of Bel's 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.U.S. GAAP. 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, warranties, 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, to the Company's Financial Statements, "BasisBasis of Presentation and Accounting Policies," included in Part I, Item 1 of this Quarterly Report on Form 10-Q.Policies.

Results of Operations

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


  Percentage of Net Sales  Percentage of Net Sales 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2014  2013  2014  2013 
         
Net sales  100.0%  100.0%  100.0%  100.0%
Cost of sales  82.0   80.2   82.2   82.8 
Selling, general and administrative ("SG&A") expenses  14.8   12.2   14.0   13.6 
Restructuring charges  0.2   -   0.4   0.5 
Interest expense  1.2   0.1   0.6   - 
Interest income and other, net  -   0.1   -   0.1 
Earnings before provision (benefit) for income taxes  1.8   7.8   2.7   3.2 
Provision (benefit) for income taxes  0.8   0.5   0.6   (0.1)
Net earnings  1.0   7.3   2.1   3.3 



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


 Increase from Increase from 
 Prior Period Prior Period 
 Three Months Ended Nine Months Ended 
 September 30, 2014 September 30, 2014 
 Compared with Compared with 
 Three Months Ended Nine Months Ended 
 September 30, 2013 September 30, 2013 
     
Net sales  54.5%  31.1%
Cost of sales  58.1   30.2 
SG&A expenses  87.9   35.5 
Net earnings  (79.6)  (16.9)




Sales

Net sales increased 54.5% from $101.2 million during the three months ended September 30, 2013 to $156.3 million during the three months ended September 30, 2014.  Net sales increased 31.1% from $258.2 million during the nine months ended September 30, 2013 to $338.4 million during the nine months ended September 30, 2014.  The Company's net sales by product group for the three and nine months ended September 30, 2014 and 2013 were as follows (dollars in thousands):


  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2014  2013  2014  2013 
Magnetic solutions (a)
 $46,159   29% $52,943   52% $130,188   38% $122,958   48%
Connectivity solutions (b)
  44,985   29%  29,976   30%  107,352   32%  83,181   32%
Power solutions and protection (c)
  65,197   42%  18,245   18%  100,886   30%  52,034   20%
  $156,341   100% $101,164   100% $338,426   100% $258,173   100%

(a) "Magnetic solutions" consists of Bel's legacy RJ45 connector business, the TRP business and the Company's Signal Transformer business.
(b)  "Connectivity solutions" represents the Company's former Interconnect group, consisting of Cinch, the recently acquired Emerson Connectivity Solutions business, Array Connector and the Stewart Connector passive connector lines.
(c)  "Power solutions and protection" represents the Company's former Modules group, consisting of Power-One, the Company's legacy DC-DC, modules manufacturing, and circuit protection business.

Magnetic solutions net sales decreased from the third quarter of 2013 to the third quarter of 2014, principally as a result of a reduction in the sale of TRP products. Sales of Magnetic solutions products for the first nine months of 2014 increased as compared to the same period of 2013 as $51.1 million of TRP product sales are included in the 2014 period, as compared to $46.9 million for the same period of 2013 (TRP was acquired in late-March 2013).

The acquisition of Array in August 2013 and Connectivity Solutions in late-July 2014 and late-August 2014 contributed combined sales of $15.7 million and $19.3 million, respectively, to the Company's Connectivity solutions product group during the three and nine months ended September 30, 2014.

The acquisition of Power Solutions in mid-June 2014 contributed sales of $49.1 million and $56.3 million, respectively, to the three and nine-month Power solutions and protection sales figures noted above for the 2014 periods.  This contribution was partially offset by a reduction in legacy-Bel DC/DC converter sales of $3.9 million and $9.3 million, respectively, during the three and nine months ended September 30, 2014 as compared to the same periods of 2013.

Cost of Sales

The Company's cost of sales as a percentage of consolidated net sales for the three and nine months ended September 30, 2014 and 2013 was comprised of the following:


  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2014  2013  2014  2013 
Material costs  46.8%  41.4%  45.0%  43.7%
Labor costs  10.7%  14.7%  12.4%  14.3%
Research and development expenses  4.3%  3.5%  4.2%  4.0%
Other expenses  20.2%  20.6%  20.6%  20.8%
   Total cost of sales  82.0%  80.2%  82.2%  82.8%


Material costs as a percentage of sales were higher during the three and nine months ended September 30, 2014 as compared to the same periods of 2013, primarily due to the addition of Power Solutions products, which have a higher material content than Bel's other products.  This increase was partially offset by a reduction in material costs as a percentage of sales associated with Bel's other products, due to lower sales of Bel's DC-DC products which have a higher material content, and an increase in connectivity products, which carry a lower material content.

Labor costs during the periods presented for 2014 decreased as a percentage of sales as compared to the same periods of 2013.  The most significant factor contributing to the lower labor costs as a percentage of sales was the inclusion of Power Solutions products since the date of acquisition.  Power Solutions products have lower-labor content compared to Bel's historical average.  There was a further reduction in labor costs as a percentage of sales in the 2014 periods presented due to the improvement of manufacturing efficiencies associated with the Cinch reorganization in 2013, and the realization of cost savings from that initiative.  These reductions in labor costs were partially offset by the continued strengthening of the Chinese Renminbi, which had an unfavorable impact on the Company's labor costs in the PRC.

Included in cost of sales are research and development (R&D) expenses of $6.7 million and $3.5 million for the three-month periods ended September 30, 2014 and 2013, respectively, and $14.1 million and $10.3 million for the nine-month periods ended September 30, 2014 and 2013, respectively.  The majority of these increases relate to the inclusion of R&D expenses associated with the 2013 and 2014 Acquisitions, which have been included in Bel's results since their respective acquisition dates.

Selling, General and Administrative Expenses ("SG&A")

For the three months ended September 30, 2014, SG&A expense was $10.8 million higher as compared to the same period of 2013.  Of this increase, $8.2 million related to the inclusion of SG&A expenses of 2014 Acquisitions and $0.2 million in incremental SG&A expenses associated with a full three months of Array activity in 2014.  Other contributing factors included a $3.7 million increase in acquisition-related costs, offset by lower incentive compensation expense of $2.0 million and a reduction in legal and professional fees of $0.5 million.  Other items within SG&A increased by $1.2 million in total.

For the nine months ended September 30, 2014, SG&A expense was $12.4 million higher as compared to the same period of 2013.  Of this increase, $8.2 million related to the inclusion of SG&A expenses of 2014 Acquisitions and $1.0 million in incremental SG&A expenses associated with a full nine months of TRP and Array activity in 2014.  Other contributing factors included a $4.6 million increase in acquisition-related costs, offset by lower incentive compensation expense of $2.2 million and a reduction in legal and professional fees of $0.8 million.  Other items within SG&A increased by $1.6 million in total.

Provision (Benefit) for Income Taxes

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

The provision for income taxes for the three months ended September 30, 2014 was $1.3 million compared to $0.5 million for the three months ended September 30, 2013.  The Company's earnings before income taxes for the three months ended September 30, 2014 are approximately $5.0 million lower than the same period in 2013.  The Company's effective tax rate, the income tax provision as a percentage of earnings before provision for income taxes, was 46.7% and 5.9% for the three-month periods ended September 30, 2014 and 2013, respectively.   The change in the effective tax rate during the three months ended September 30, 2014 compared to the third quarter of 2013 is primarily attributed to the increase in US taxes despite a pretax loss in the North America segment principally related to increases in the liability for uncertain tax positions, valuation allowances and sub part F related income. This was offset in part by a true up of tax accruals.  Additionally, the increase in the effective tax rate is attributable to the increase in the European segments' profitability for the three months ended September 30, 2014 compared to the same period in 2013.

The provision for income taxes for the nine months ended September 30, 2014 was $2.2 million compared to a benefit of $0.3 million for the nine months ended September 30, 2013.  The Company's earnings before income taxes for the nine months ended September 30, 2014 are approximately $1.1 million higher than the same period in 2013.  The Company's effective tax rate was 23.6% and (4.1%) for the nine-month periods ended September 30, 2014 and 2013, respectively.   The change in the effective tax rate during the nine months ended September 30, 2014 compared to the same period in 2013 is primarily attributed to the same reasons as described above.  In addition, for the nine months ended September 30, 2013, the Company recognized an additional $0.4 million in R&E credits related to the year ended December 31, 2012, which offset the increase in the effective tax rate for the nine months ended September 30, 2014. See Note 8 of the condensed consolidated financial statements.

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, cash reserves, borrowings, and the issuance of Bel Fuse Inc. common stock.  Management believes that the cash flow from operations after payments of dividends and mandatory principal payments of long-term debt combined with its existing capital base, the Company's cash reserves and 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 funding include, among other things, a softening in the demand for the Company's existing and recently-acquired products; an inability to respond to customer demand for new products; an inability to successfully integrate the recent acquisitions discussed below, which could require substantial capital; future expansion of the Company's operations and net losses that would result in net cash being used in operating activities, resulting 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.

On April 25, 2014, the Company entered into a Stock and Asset Purchase Agreement with ABB Ltd. ("ABB") pursuant to which the Company agreed to acquire the Power-One Power Solutions business from ABB for approximately $117.0 million, subject to adjustments based on working capital and the amount of cash at closing.  On June 19, 2014, the Company completed its acquisition of Power Solutions with a cash payment, net of cash acquired and including a working capital adjustment, of $110.0 million.  The Power Solutions acquisition was funded through bank borrowings, as discussed below.

On May 16, 2014, the Company entered into a Stock Purchase Agreement with Emerson Electric Co. ("Emerson") pursuant to which the Company agreed to acquire the Emerson Network Power Connectivity Solutions ("CS") business from Emerson for $98.0 million, subject to adjustments based on working capital and the amount of cash at closing.  On July 25, 2014, the Company completed its acquisition of the U.S. and U.K. entities of the CS business from Emerson with a payment, net of cash acquired and including a working capital adjustment, of $90.7 million.  This portion of the CS acquisition was funded primarily through additional bank borrowings and with $3.9 million funded from Bel's cash on hand.  On August 29, 2014, an additional payment of $9 million, funded from Bel's cash on hand, was made in connection with the closing of the China portion of the acquisition.

At December 31, 2013, the Company maintained a $30 million line of credit with Bank of America (the "Credit Agreement"), which was due to expire on October 14, 2016.  At December 31, 2013, borrowings under the line of credit amounted to $12.0 million and the balance available under the Credit Agreement was $18.0 million.  The Credit Agreement bore interest at LIBOR plus 1.00% to 1.50% based on certain financial statement ratios maintained by the Company.  The interest rate in effect on the borrowings outstanding at December 31, 2013 was 1.4%.  The Company incurred interest expense of less than $0.1 million related to the borrowings under the Credit Agreement during the nine months ended September 30, 2014.  There was no interest expense related to the line of credit during the nine months ended September 30, 2013 as there were no borrowings outstanding during that period.  Under the terms of the Credit Agreement, the Company was required to maintain certain financial ratios and comply with other financial conditions.  During the nine months ended September 30, 2014, the Company repaid the full $12.0 million balance outstanding and terminated the Credit Agreement.

On June 19, 2014, the Company entered into a senior Credit and Security Agreement with KeyBank National Association ("KeyBank"), as administrative agent, and lender, which was amended on June 30, 2014 principally to add a syndicate of additional lenders (as so amended, the "New Secured Credit Agreement").  The maturity date of the New Secured Credit Agreement is June 18, 2019.
The New Secured Credit Agreement consists of (i) a $50 million revolving credit facility ("Revolver"), (ii) a $145 million term loan facility ("Term Loan") and (iii) a $70 million delayed draw term loan ("DDTL").  Under the terms of the New Secured Credit Agreement, the Company is entitled, subject to the satisfaction of certain conditions, to request additional commitments under the revolving credit facility or term loans in the aggregate principal amount of up to $100 million to the extent that existing or new lenders agree to provide such additional commitments and/or term loans.
The obligations of the Company under the New Secured Credit Agreement are guaranteed by certain of the Company's material U.S. subsidiaries (together with the Company, the "Loan Parties") and are secured by a first priority security interest in substantially all of the existing and future personal property of the Loan Parties, certain material real property of the Loan Parties and certain of the Loan Parties' material U.S. subsidiaries, including 65% of the voting capital stock of certain of the Loan Parties' direct foreign subsidiaries.
The borrowings under the New Secured Credit Agreement will bear interest at a rate equal to, at the Company's option, either (1) LIBOR, plus a margin ranging from 1.75% per annum to 3.00% per annum depending on the Company's leverage ratio, or (2)(a) an "Alternate Base Rate," which is the highest of (i) the federal funds rate plus 0.50%, (ii) KeyBank's prime rate and (iii) LIBOR with a maturity of one month plus 1.00%, plus (b) a margin ranging from 0.75% per annum to 2.00% per annum, depending on the Company's leverage ratio. The interest rate in effect at September 30, 2014 was 2.25%, which consists of LIBOR of 0.25% plus the Company's margin of 2.00%.
The New Secured Credit Agreement contains customary representations and warranties, covenants and events of default and financial covenants that measure (i) the ratio of the Company's total funded indebtedness, on a consolidated basis to the amount of the Company's consolidated EBITDA, as defined, ("Leverage Ratio") and (ii) the ratio of the amount of the Company's consolidated EBITDA to the Company's consolidated fixed charges ("Fixed Charge Coverage Ratio"). If an event of default occurs, the lenders under the New Secured Credit Agreement would be entitled to take various actions, including the acceleration of amounts due thereunder and all actions permitted to be taken by a secured creditor. At September 30, 2014, the Company was in compliance with its most restrictive covenant, the Leverage Ratio.  The unused credit available under the credit facility at September 30, 2014 was $27.0 million, of which we had the ability to borrow the full available balance without violating our Leverage Ratio covenant based on the Company's existing consolidated EBITDA.
KeyBank and certain of the agents and lenders party to the New Secured Credit Agreement (and each of their respective subsidiaries or affiliates) have provided and may in the future provide investment banking, cash management, underwriting, lending, commercial banking, trust, leasing services, foreign exchange and other advisory services to, or engage in transactions with, the Company and its subsidiaries or affiliates. Certain of these parties have received, and these parties may in the future receive, customary compensation from the Company and its subsidiaries or affiliates, for such services.
Concurrent with its entry into the New Secured Credit Agreement on June 19, 2014, the Company borrowed $145.0 million under the Term Loan to complete its acquisition of Power Solutions.  On July 25, 2014, the Company borrowed the full $70.0 million available under the DDTL and $20.0 million of the Revolver in order to fund the acquisition of Connectivity Solutions.  During the three and nine months ended September 30, 2014, the Company recorded deferred financing costs of $0.4 million and $5.8 million, respectively, which will be amortized over the five-year term, and incurred interest expense of $1.9 million and $2.1 million, respectively.
Scheduled principal payments of the long-term debt outstanding at September 30, 2014 are as follows (in thousands):


2014 $2,687 
2015  13,438 
2016  16,125 
2017  18,812 
2018  24,188 
Thereafter  160,063 
Total long-term debt  235,313 
Less: Current maturities of long-term debt  (12,094)
Noncurrent portion of long-term debt $223,219 


Cash Flows

During the nine months ended September 30, 2014, the Company's cash and cash equivalents increased by $21.0 million. This resulted primarily from $19.1 million provided by operating activities, $215.0 million of proceeds from long-term debt and $23.0 million of proceeds from borrowing under the revolver, partially offset by payments totaling $206.5 million, net of cash acquired, for the acquisitions of Power Solutions and Connectivity Solutions, $12.0 million of repayments under the revolving credit line, $2.7 million of repayments of long-term debt, $5.4 million paid in deferred financing costs, $5.8 million paid for the purchase of property, plant and equipment and $2.3 million for payments of dividends.  As compared to the nine months ended September 30, 2013, cash provided by operating activities increased by $13.0 million, partially due to a $5.0 million increase in depreciation and amortization and a $2.0 million increase in accounts receivable during 2014, as compared to a $13.0 million increase in accounts receivable during 2013.  The decrease in inventory during 2014 was mostly offset by a reduction in accounts payable and accrued expense balances during the nine months ended September 30, 2014.

Cash and cash equivalents, marketable securities and accounts receivable comprised approximately 37.4% and 40.9% of the Company's total assets at September 30, 2014 and December 31, 2013, respectively. The Company's current ratio (i.e., the ratio of current assets to current liabilities) was 2.6 to 1 and 3.0 to 1 at September 30, 2014 and December 31, 2013, respectively.

Contractual Obligations

The following table sets forth at December 31, 2013 the amounts of payments due under specific types of contractual obligations, aggregated by category of contractual obligation, for the time periods described below.  This table excludes $2.2 million of unrecognized tax benefits as of December 31, 2013, as the Company is unable to make reasonably reliable estimates of the period of cash settlements, if any, with the respective taxing authorities.


  Payments due by period (dollars in thousands) 
Contractual Obligations Total  Less than 1 year  
1-3
years
  
3-5
years
  
More than
5 years
 
    ��      
Capital expenditure obligations $3,014  $3,014  $-  $-  $- 
Operating leases  15,305   4,522   5,630   2,654   2,499 
Raw material purchase obligations  23,376   23,288   88   -   - 
                     
Total $41,695  $30,824  $5,718  $2,654  $2,499 



During the nine months ended September 30, 2014, in connection with the 2014 Acquisitions and the associated borrowings under the New Secured Credit Agreement, the following additional contractual obligations existed as of September 30, 2014:


  Payments due by period (dollars in thousands) 
Contractual Obligations Total  Less than 1 year  
1-3
years
  
3-5
years
  
More than
5 years
 
           
Long-term debt obligations $235,313  $12,094  $33,594  $189,625  $- 
Capital expenditure obligations  530   530   -   -   - 
Operating leases  7,342   3,929   2,702   711   - 
Raw material purchase obligations  19,325   19,296   29   -   - 
                     
Total $262,510  $35,849  $36,325  $190,336  $- 



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 changes in interest rates associated with its long-term debt.  There have not been any material changes with regard to market risk during the ninesix months ended SeptemberJune 30, 2014.2015.  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, 20132014 for further discussion of market risks.


Item 4.   Controls and Procedures

Disclosure controls and procedures:  As of the end of the Company's most recently completed fiscal quarterperiod covered by this report,Quarterly Report on Form 10-Q, 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 controlscontrol over financial reporting:  There werewas no significant changeschange in the Company's internal controlscontrol over financial reporting that occurred during the Company's last fiscal quarter to which this report relatesthree months ended June 30, 2015 that havehas materially affected, or areis 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 13 of the Company's Financial Statements,12, Commitments and Contingencies, under "Legal Proceedings", as set forth. We are also involved in various other legal actions incidental to our business. We believe, after consulting with counsel, that the disposition of these other legal proceedings and matters will not have a material effect on our condensed consolidated financial condition or results of operations.

Item 1A.   Risk Factors

See Part I, Item 11A, "Risk Factors," of this Quarterlyour Annual Report on Form 10-Q.10-K for the fiscal year ended December 31, 2014. Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor, whether as a result of new information, future events or otherwise.





Item 6.  Exhibits
 
  
(a)Exhibits: 
  
  
31.1*
Certification of the President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
31.2*
Certification of the principal accountingPrincipal Financial Officer and financial officerPrincipal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
 32.1**
Certification of the President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
 32.2**
Certification of the principal accountingPrincipal Financial Officer and financial officerPrincipal Accounting Officer 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.


SIGNATURES


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



 BEL FUSE INC.
November 10, 2014August 7, 2015 
By:/s/ Daniel Bernstein
 Daniel Bernstein
 President and Chief Executive Officer
  
By:/s/ Colin Dunn
 Colin Dunn
 Vice President of Finance and Secretary
 (Principal Financial Officer and Principal Accounting Officer)

















EXHIBIT INDEX

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

Exhibit 31.2* - Certification of the principal accountingPrincipal Financial Officer and financial officerPrincipal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

Exhibit 32.2** - Certification of the principal accountingPrincipal Financial Officer and financial officerPrincipal Accounting Officer 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.
*** XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.







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