UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

(MARK ONE)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended ~~September~~June 30, ~~2014~~2015
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 filer~~filer", "accelerated filer" and ~~smaller~~"smaller reporting ~~company~~company" in Rule 12b-2 of the Exchange Act.

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

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

Title of Each Class		Number of Shares of Common Stock Outstanding as of ~~November~~August 1, ~~2014~~2015
Class A Common Stock ($0.10 par value)		2,174,912
Class B Common Stock ($0.10 par value)		~~9,704,877~~9,723,727

BEL FUSE INC.

INDEX

			Page
Part I		Financial Information

	Item 1.	Financial Statements (unaudited)	1 2

		Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2014~~2015
		and December 31, ~~2013~~2014 (unaudited)	2

		Condensed Consolidated Statements of Operations for the Three and ~~Nine~~Six
		Months Ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 (unaudited)	3

		Condensed Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~ for
		the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 (unaudited)	4

		Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Six
		Months Ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 (unaudited)	5 ~~- 6~~

		Notes to Condensed Consolidated Financial Statements (unaudited)	76 - 21 18

	Item 2.	Management's Discussion and Analysis of
		Financial Condition and Results of Operations	2219 - 30 24

	Item 3.	Quantitative and Qualitative Disclosures About
		Market Risk	30 24

	Item 4.	Controls and Procedures	30 25

Part II		Other Information

	Item 1.	Legal Proceedings	30 25

	Item 1A.	Risk Factors	25

	Item 6.	Exhibits	31 26

	Signatures		32 27

Return to Index

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.

Return to Index

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.

Return to Index

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.

Return to Index

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.

Return to Index

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.

Return to Index

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 ~~following~~preparation of condensed consolidated financial statements ~~should be read~~ in ~~conjunction~~conformity with U.S. GAAP requires management to make estimates and assumptions that affect the ~~year-end~~reported 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.~~

~~The~~accompanying 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.~~

~~-1-~~

~~Return to Index~~

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.

~~-2-~~

~~Return to Index~~

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.

~~-3-~~

~~Return to Index~~

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.

~~-4-~~

~~Return to Index~~

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.

~~-5-~~

~~Return to Index~~

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.

~~-6-~~

~~Return to Index~~

~~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 Company~~we completed ~~its~~our 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 Company~~we completed ~~its~~our 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 Company~~we completed ~~its~~our 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, as~~As of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their ~~preliminary~~estimated 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 ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 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 ~~nine~~six months ended ~~September~~June 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.~~

~~-7-~~

~~Return to Index~~

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.

Return to Index

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 ~~August~~May 2014, the FASB issued guidance on the ~~presentation~~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 ~~financial statements when there is substantial doubt about~~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 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 conditions~~adoption 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~~beginning after December 15, ~~2016, and for annual periods and interim periods thereafter. Early application is~~2016. 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 believe~~is 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.

~~-8-~~

~~Return to Index~~

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

   Three Months Ended Nine Months Ended
   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, ~~brings~~the Company acquired a ~~complementary, industry-leading power product portfolio to Bel's existing line of power products, expands our current customer base~~49% interest in a joint venture in the ~~areas~~People's Republic of ~~server, storage~~China ("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 equipment~~as of June 30, 2015, there were certain working capital and ~~adds industrial~~tax related items outstanding with ABB Ltd. Any changes in facts and ~~additional transportation applications~~circumstances 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 Power~~China 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.

Return to Index

During the three and ~~nine~~six months ended ~~September~~June 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-~~

~~Return to Index~~

~~While the initial accounting related~~With respect to the ~~acquisitions of Power Solutions and~~ Connectivity Solutions ~~is not complete~~acquisition, 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 ~~filing~~acquisition 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 ~~following~~acquisition date.

The table below depicts the Company's ~~current estimate~~final 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 values~~acquisition 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 Solutions~~Company acquired the U.S. and U.K. entities of Connectivity Solutions ~~include preliminary adjustments to acquisition-date~~on 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 as~~Represents 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 Solutions~~values of property, plant and equipment ~~only include the carrying value~~associated with completion of ~~those assets on Power Solutions' balance sheet as of the acquisition date.~~third-party valuations.

(c)

~~The Company has identified certain~~Represents 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.

~~-10-~~

~~Return to Index~~

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
Trademarks Indefinite $ 7,115
Technology 20 years 20,818
Customer relationships 15 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 ~~nine~~six months ended ~~September~~June 30, ~~2014,~~2015, the 2014 Acquired Companies contributed revenue of ~~$63.1~~$58.4 million and ~~$70.3~~$117.2 million respectively, and ~~net loss~~operating (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.

Return to Index

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 Acquisitions~~Disposition – 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 consisted~~the sale of the ~~integrated connector module~~Network Power Systems ("~~ICM"~~NPS") ~~family~~product line and related transactions of ~~products, including RJ45, 10/100 Gigabit, 10G, PoE/PoE+, MRJ21 and RJ.5, a line of modules~~the 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 ~~acquisition~~sale also included $1.0 million of ~~Array expands~~escrow pending Unipower's realization of certain sales targets. The net proceeds of $9.0 million from the ~~Company's portfolio~~sale 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 ~~manufactures~~will 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.

~~During~~As a result of the ~~three~~sale and ~~nine months ended September 30, 2014,~~related transactions, the Company ~~incurred less than $0.1~~recorded 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 ~~statements~~statement of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015. The Company will recognize the $1 million currently in escrow when and ~~2013.~~

~~-11-~~

~~Return to Index~~

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 on~~During the ~~appraisals on inventory, property, plant and equipment, and intangible assets. In addition, various other asset and liability accounts had measurement period adjustments~~six months ended June 30, 2015, the Company's restructuring charges included costs related to ~~deferred taxes.~~

~~The results~~reductions in headcount and consolidation and relocation of ~~operations of the 2013 Acquired Companies have been included~~certain facilities and offices in ~~the Company's consolidated financial statements for the period subsequent to their respective acquisition dates. During the three~~Asia and ~~nine months ended September 30, 2014, the 2013 Acquired Companies contributed revenue of $20.7 million~~Europe 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 ~~markets~~markets;

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

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

Return to Index

As of ~~September~~June 30, ~~2014~~2015 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 Trust~~rabbi trust which are intended to fund the Company's Supplemental Executive Retirement Plan ("SERP") obligations, and other marketable securities described below. The securities that are held in the ~~Rabbi Trust~~rabbi trust are categorized as available-for-sale securities and are included as other assets in the accompanying condensed consolidated balance sheets at ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013.~~2014. The gross unrealized gains associated with the investment securities held in the ~~Rabbi Trust~~rabbi trust were ~~$0.6 million and $0.4~~$0.7 million at ~~September~~both June 30, ~~2014~~2015 and December 31, ~~2013, respectively.~~2014. Such unrealized gains are included, net of tax, in accumulated other comprehensive ~~income.~~loss.

~~-12-~~

~~Return to Index~~

As of ~~September~~June 30, ~~2014~~2015 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 ~~nine~~six months ended ~~September~~June 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 ~~nine~~six months ended ~~September~~June 30, ~~2014.~~2015.

~~The following table sets forth by level, within the fair value hierarchy, the Company's~~There were no financial assets accounted for at fair value on a ~~recurring~~nonrecurring basis as of ~~September~~June 30, ~~2014 and~~2015 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 ~~September~~June 30, ~~2014,~~2015, the estimated fair value of long-term debt was ~~$234.3~~$206.9 million compared to a carrying amount of ~~$235.3~~206.3 million. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of ~~September~~June 30, ~~2014~~2015 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 ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 or ~~2013~~2014 that would warrant interim impairment testing.

~~-13-~~

~~Return to Index~~

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

Return to Index

~~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 September~~Depreciation expense for the three months ended June 30, 2015 and 2014 ~~$36.5~~was $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 INFORMATION~~ACCRUED EXPENSES

~~The Company operates in one industry with three reportable operating segments, which are geographic in nature. The segments~~Accrued 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-~~

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.

Return to Index

~~Recent Acquisitions~~ ~~– At September~~The weighted-average interest rate in effect was 2.94% at each of June 30, 2015 and December 31, 2014 ~~Power Solutions' total assets~~and consisted of ~~$206.7~~LIBOR 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 ~~acquisitions~~CSA contains customary representations and warranties, covenants and events of ~~TRP~~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 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 in~~compliance 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.

~~-15-~~

~~Return to Index~~

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 ~~September~~June 30, ~~2014. A total of $4.8 million~~2015. An immaterial amount of previously recorded liabilities for uncertain tax positions relates principally to the 2011 tax ~~year which~~year. The statute of limitations related to these liabilities is scheduled to expire ~~during the three months ended~~on September ~~30,~~15, 2015. ~~Additionally, a total of $0.8 million of previously recorded~~

The Company's liabilities for uncertain tax positions ~~relating to~~are included in the ~~2010 tax year were reversed during~~following 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 to~~acquisition of Power Solutions the Company acquired a $35.8 million liability for uncertain tax ~~positions~~positions. 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 ~~relating~~related to ~~2006~~various tax matters for the years 2007 through 2013. At the conclusion of the measurement period related to the Power Solutions acquisition and ~~2009~~as of June 30, 2015, certain of these tax ~~years~~matters were ~~reversed during~~being pursued with the ~~quarter ended September~~applicable 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 ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 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 ~~$12.6~~approximately $3.0 million and ~~$0.2~~$1.6 million, ~~respectively,~~ accrued for the payment of such interest and penalties at ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013, a portion of~~2014, respectively, which is included in ~~each of~~both 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.

Return to Index

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 ~~September~~June 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 ~~2013~~2014 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 ~~TRP~~Power Solutions and ~~Array~~Connectivity Solutions acquisitions. At ~~September~~June 30, ~~2014,~~2015, a net deferred tax ~~asset~~liability 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 intend~~intends to make ~~any election~~elections 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. If~~On 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.

~~-16-~~

~~Return to Index~~

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.

~~-17-~~

~~Return to Index~~

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. ~~The~~For 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 ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 amounted to ~~approximately~~ $0.3 million and $0.1 million, respectively. The expense for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 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 ~~September~~June 30, ~~2014,~~2015, the ~~U.S. Plan~~plan owned ~~14,886~~13,928 and ~~181,831~~172,269 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The ~~Company also has~~Company's subsidiaries in Asia have a retirement fund ~~in Asia (the "Asia Plan") which covers~~covering substantially all of ~~its~~their Hong ~~Kong-based~~Kong based full-time employees. Eligible employees contribute up to 5% of salary to the fund. In addition, the Company must contribute a minimum of 5% of eligible salary, as determined by Hong Kong government regulations. The Company currently contributes 7% of eligible salary in cash or Company stock. The expense for the three months ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 amounted to ~~approximately~~ $0.1 million in each period. The expense for the ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 amounted to ~~approximately~~ $0.2 million ~~in each period.~~and $0.1 million, respectively. As of ~~September~~June 30, ~~2014~~,2015, the ~~Asia Plan~~plan owned 3,323 and 17,342 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

~~-18-~~

~~Return to Index~~

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

Return to Index

	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) INCOME~~LOSS

The components of accumulated other comprehensive ~~(loss) income~~loss at ~~September~~June 30, ~~2014~~2015 and December 31, ~~2013~~2014 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

~~-19-~~

~~Return to Index~~

	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 ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 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, ~~2013~~2014 for the details of all of Bel's material pending lawsuits. ~~Certain developments that have arisen in legal proceedings subsequent~~

Return to ~~the filing of the Company's Annual Report on Form 10-K are described below.~~Index

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 ~~respect~~respect to the Company, the plaintiff claimed that the Company infringed its patents related to unregulated bus converters and/or point-of-load (POL) converters used in intermediate bus architecture power supply systems. The case 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.

~~-20-~~

~~Return to Index~~

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 court~~District 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 ~~September~~June 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:

Return to Index

	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

Return to Index

	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

Return to Index

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.

~~-21-~~18

Return to Index

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

The ~~Company's quarterly~~information in this Management's Discussion and ~~annual operating results are impacted by a wide variety~~Analysis of ~~factors that could materially~~Financial Condition and ~~adversely affect revenues and profitability, including the risk factors described~~Results 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 materially~~our 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's~~Part II of our 2014 Annual Report on Form ~~10-K~~10-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, which~~a 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 obligation~~those in our forward-looking statements. All amounts and percentages are approximate due to ~~publicly release~~rounding 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 revisions~~context 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 operated~~operates through three geographic segments: North America, Asia and Europe. ~~During~~In the ~~nine~~six months ended ~~September~~June 30, ~~2014, 44%~~2015, 53% of the Company's revenues were derived from ~~Asia, 42%~~North America, 33% from ~~North America~~Asia and 14% from its Europe operating segment. ~~Sales~~By product group, 38% of sales for the six months ended June 30, 2015 related to the Company's ~~Magnetic Solutions~~power solutions and protection products, ~~represented approximately 38% of its total net sales during the nine months ended September 30, 2014. The remaining revenues~~32% related to ~~sales of~~ the Company's ~~Connectivity Solutions~~connectivity solutions products ~~(32%)~~ and ~~Power Solutions and Protection products (30%).~~30% related to the Company's magnetics products.

~~The Company's~~Our 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 uses~~we use and ~~its~~our 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 will~~sold may have an associated impact on ~~the Company's~~our costs of sales. Costs are recorded as incurred for all products manufactured. Such amounts are determined based upon the estimated stage of production and include labor cost and ~~fringes~~benefits and related allocations of factory overhead. ~~The Company's~~Our 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 Company~~we generally ~~enters~~enter into processing arrangements with several independent third-party contractors and also ~~has its~~have 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 has~~we have little visibility into the ordering habits of ~~its~~our customers and we can be subjected to large and unpredictable variations in demand for ~~its~~our products. Accordingly, ~~the Company~~we 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 Company~~us for labor in the PRC.

~~-22-~~

~~Return to Index~~

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.

~~Trends~~Key Factors Affecting our Business

The Company believes the key factors affecting Bel's results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 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-June~~June 2014, and its acquisition of Connectivity Solutions in ~~late-July~~July 2014 and ~~late-August~~August 2014. During the three and ~~nine~~six months ended ~~September~~June 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. During~~2015, the ~~three and nine months ended September 30, 2013, TRP and Array~~acquired 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 operations~~as 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. ~~During~~As compared to the ~~nine months ended September 30, 2014,~~pre-2014 (legacy-Bel) business on average, the ~~addition~~recently acquired Power Solutions business has lower margins and Connectivity Solutions has higher margins. Fluctuations in sales volume of Power Solutions ~~and~~or Connectivity Solutions ~~had~~products will have a ~~favorable~~corresponding impact on ~~the Company's~~Bel's profit ~~margin percentage.~~margins.

Return to Index

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 still~~continue to be extended. Pricing of electrical components ~~stabilized~~ during the ~~third quarter~~six months ended June 30, 2015 was flat compared to the same period of 2014. With regard to commodity pricing, the ~~cost~~costs of certain commodities that are contained in components and other raw materials, such as gold and copper, were lower during the ~~first nine~~three and six months ~~of 2014~~ended June 30, 2015 as compared to the same ~~period~~periods 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 ~~nine~~six months ended ~~September~~June 30, ~~2013~~2015 as compared to ~~12.4%~~14.2% during the ~~comparable period of~~six months ended June 30, 2014. ~~The primary factor driving~~With the ~~reduction was the addition~~inclusion of the ~~Power Solutions products, which have a~~2014 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 rising~~in 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 strengthening~~were 7.5% of ~~the Chinese Renminbi.~~their respective sales.

Acquisition-Related Costs ~~–The Company~~– As a result of the 2014 Acquisitions, we incurred ~~$3.8~~acquisition-related costs of $0.1 million and ~~$5.4~~$0.5 million ~~in acquisition-related costs~~ during the three and ~~nine~~six months ended ~~September~~June 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 the~~for independent valuations ~~of Power Solutions~~ and ~~Connectivity Solutions and related to~~ the completion of ~~audits~~the independent carve-out audit for Connectivity Solutions. The Company anticipates these costs to be minimal for the remainder of 2015.

Impact of Foreign Currency – Since we are a U.S. domiciled company, we translate our foreign currency-denominated financial results into U.S. dollars. Due to the ~~historical~~changes 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 expected~~impact 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 ~~the~~our 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 quarter~~With the majority of our integration efforts and sales force restructuring with respect to the 2014 ~~results~~Acquisitions 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 to~~2015 will be on ~~improving quality~~top 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 customers~~business through facility consolidations and ~~their engineering teams, and continued overhead cost containment internally. Management has already implemented annual~~other 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 businesses~~starting in ~~the future. Statements regarding future results constitute~~late 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."

~~-23-~~20

Return to Index

Summary by ~~Reportable~~ Operating Segment

Net sales to external customers by ~~reportable~~ operating segment for the three and ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 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 ~~nine~~six months ended ~~September~~June 30, ~~2014~~2015 and ~~2013~~2014 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

~~During~~See 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 ~~nine~~six months ended ~~September~~June 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.

Return to Index

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 acquisitions~~incremental 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 America~~acquisition, power solutions and ~~Europe segment~~protection net sales decreased by $2.8 million, or 18.5%, during the ~~three~~second quarter of 2015 and ~~nine~~by $2.2 million, or 7.7%, during the first six months ~~ended September 30, 2014~~of 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 America~~the connectivity solutions product line during the three and ~~Europe segment~~six 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 ~~beginning~~decreased 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 ~~August~~sales 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 costs	42.7%	44.4%	43.4%	43.4%
Labor costs	11.2%	13.5%	10.8%	13.8%
Research and development expenses	4.9%	4.1%	4.9%	4.1%
Other expenses	21.6%	20.0%	21.7%	21.1%
Total cost of sales	80.4%	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 beginning~~41.5% in ~~September~~the six months ended June 30, 2015 from 42.3% in the same period of 2014. ~~See Note 7~~This was due to the ~~accompanying condensed consolidated financial statements for further details. Within North America,~~ shift in the ~~improvement~~mix 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 operations~~material costs during the ~~nine~~six 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 ~~September~~June 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.

Return to Index

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 also~~2014, is primarily attributable to a significant increase in the ~~recovery of~~North America segment pre-tax loss which was partially offset by the ~~Cinch operations. Both sales~~increase in U.S. taxes resulting from taxes related to uncertain tax positions and foreign acquired disregarded entity income.

The provision for income ~~from operations during~~taxes for the ~~nine~~six months ended ~~September~~June 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 by~~in 2014. The Company's effective tax rate was 10.7% and 13.5% for the ~~contributions made by the 2013~~six-month periods ended June 30, 2015 and 2014, ~~Acquisitions, and~~respectively. The change in the ~~rebounding of Cinch sales after the relocation of its manufacturing operations in early 2013. Pricing to customers was adjusted~~effective tax rate during the ~~latter half of 2013~~six months ended June 30, 2015 compared to ~~recover some of~~ the ~~higher labor costs~~same period in ~~China and other cost increases resulting from~~2014 is primarily attributed to the ~~continued strengthening of the Chinese Renminbi. These increased prices are reflected~~decrease in the ~~2014 sales figures above. Selling, general and administrative expense was $12.4 million higher~~Asia segment pre-tax income which resulted in lower taxes during the ~~nine~~six months ended ~~September~~June 30, ~~2014 as~~2015 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.

Return to Index

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 expenses~~following:

·	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 nine~~six months ended ~~September~~June 30, ~~2014~~2015, accounts receivable decreased by $0.4 million primarily due to slightly lower sales volume in the second quarter of 2015 as compared to ~~$8.5~~the 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 ~~for~~during the ~~same period~~six months ended June 30, 2015, as shipments of ~~2013. Additional details related to these factors affecting the nine-month results are described~~finished goods increased in the ~~Results~~month 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-~~

~~Return~~Cash and cash equivalents, marketable securities and accounts receivable comprised approximately 27.4% of the Company's total assets at June 30, 2015 and 27.8% of total assets at December 31, 2014. The Company's current ratio (i.e., the ratio of current assets to ~~Index~~current liabilities) was 2.4 to 1 at June 30, 2015 and 2.6 to 1 at December 31, 2014.

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, "Basis~~Basis 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 )

~~-25-~~

~~Return to Index~~

~~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.

~~-26-~~

~~Return to Index~~

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.

~~-27-~~

~~Return to Index~~

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 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.

~~-28-~~

~~Return to Index~~

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):~~

~~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

~~-29-~~

~~Return to Index~~

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 ~~nine~~six months ended ~~September~~June 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, ~~2013~~2014 for further discussion of market risks.

Return to Index

Item 4. Controls and Procedures

Disclosure controls and procedures: As of the end of the ~~Company's most recently completed fiscal quarter~~period 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 ~~controls~~control over financial reporting: There ~~were~~was no ~~significant changes~~change in the Company's internal ~~controls~~control over financial reporting that occurred during the ~~Company's last fiscal quarter to which this report relates~~three months ended June 30, 2015 that ~~have~~has materially affected, or ~~are~~is 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 Quarterly~~our 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.

~~-30-~~25

Return to Index

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 accounting~~Principal Financial Officer and ~~financial officer~~Principal 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 accounting~~Principal Financial Officer and ~~financial officer~~Principal 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.

~~-31-~~26

Return to Index

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, 2014~~August 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)

~~-32-~~27

Return to Index

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 accounting~~Principal Financial Officer and ~~financial officer~~Principal 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 accounting~~Principal Financial Officer and ~~financial officer~~Principal 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.

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.

	Weighted-Average Life	Acquisition-Date Fair Value
Trademarks	Indefinite	$	7,115
Technology	20 years		20,818
Customer relationships	15 years		30,607
Total identifiable intangible assets acquired		$	58,540

	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

			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	$	-	$	-

	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

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

				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.

	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

	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	)

	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