UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q

(MARK ONE)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended March 31, ~~2015~~2016
or
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ___________ to ____________

Commission File No. 0-11676

_____________________

BEL FUSE INC.
206 Van Vorst Street
Jersey City, NJ 07302
(201) 432-0463

(Address of principal executive offices and zip code)

(Registrant's telephone number, including area code)

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

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

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

Title of Each Class		Number of Shares of Common Stock Outstanding as of May ~~1, 2015~~2, 2016
Class A Common Stock ($0.10 par value)		2,174,912
Class B Common Stock ($0.10 par value)		~~9,656,777~~9,690,652

BEL FUSE INC.

INDEX

			Page
Part I		Financial Information

	Item 1.	Financial Statements (unaudited)	2

		Condensed Consolidated Balance Sheets as of March 31, ~~2015~~2016
		and December 31, ~~2014~~2015 (unaudited)	2

		Condensed Consolidated Statements of Operations for the Three
		Months Ended March 31, ~~2015~~2016 and ~~2014~~2015 (unaudited)	3

		Condensed Consolidated Statements of Comprehensive ~~(Loss) Income~~Loss for
		the Three Months Ended March 31, ~~2015~~2016 and ~~2014~~2015 (unaudited)	4

		Condensed Consolidated Statements of Cash Flows for the Three
		Months Ended March 31, ~~2015~~2016 and ~~2014~~2015 (unaudited)	5

		Notes to Condensed Consolidated Financial Statements (unaudited)	6 - 1716

	Item 2.	Management's Discussion and Analysis of
		Financial Condition and Results of Operations	1817 - 2322

	Item 3.	Quantitative and Qualitative Disclosures About
		Market Risk	2322

	Item 4.	Controls and Procedures	2322

Part II		Other Information

	Item 1.	Legal Proceedings	2322

	Item 1A.	Risk Factors	23

	Item 6.	Exhibits	24

	Signatures		25

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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~~2015 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~~Forward-Looking Statements are necessarily subject to risks and uncertainties, many of which are outside our control, that could cause actual results to differ materially from these statements. ~~Forward-looking 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~~2015 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~~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.

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PART I. Financial Information

Item 1. Financial Statements (Unaudited)

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

		March 31,			December 31,				March 31,			December 31,
		2015			2014				2016			2015
ASSETS												(Revised)
Current Assets:
Cash and cash equivalents		$	78,632		$	77,138			$	69,045		$	85,040
Accounts receivable, net of allowance for doubtful accounts of $1,394
in 2015 and $1,989 in 2014			93,820			99,605
Accounts receivable, net of allowance for doubtful accounts of $1,865
in 2016 and $1,747 in 2015										76,856			86,268
Inventories			111,908			113,630				99,981			98,510
Other current assets			19,411			20,283				13,072			10,653
Total current assets			303,771			310,656				258,954			280,471

Property, plant and equipment, net			67,830			70,661				55,985			57,611
Intangible assets, net			90,686			95,502				81,656			87,827
Goodwill			117,678			117,573				17,479			121,634
Deferred income taxes			9,982			7,933				3,162			8,304
Other assets			32,965			33,700				27,445			27,524
Total assets		$	622,912		$	636,025			$	444,681		$	583,371

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable		$	63,442		$	61,926			$	49,134		$	49,798
Accrued expenses			36,240			42,588				32,816			38,323
Current portion of long-term debt			14,781			13,438				9,896			24,772
Other current liabilities			7,798			3,850				7,759			8,959
Total current liabilities			122,261			121,802				99,605			121,852

Long-term Liabilities:	��
Long-term debt			206,156			219,187				152,017			158,776
Liability for uncertain tax positions			40,781			39,767				38,721			40,295
Minimum pension obligation and unfunded pension liability			14,469			14,205				15,448			15,576
Deferred income taxes			15,358			15,865				4,718			13,176
Other liabilities			3,901			448				349			574
Total liabilities			402,926			411,274				310,858			350,249

Commitments and contingencies

Stockholders' Equity:
Preferred stock, no par value, 1,000,000 shares authorized; none issued			-			-				-			-
Class A common stock, par value $.10 per share, 10,000,000 shares
authorized; 2,174,912 shares outstanding at each date (net of
1,072,769 treasury shares)			217			217				217			217
Class B common stock, par value $.10 per share, 30,000,000 shares
authorized; shares outstanding: 9,663,527 in 2015 and 9,686,777
in 2014 (net of 3,218,307 treasury shares)			969			969
authorized; shares outstanding: 9,691,402 in 2016 and 9,701,977
in 2015 (net of 3,218,307 treasury shares)										969			970
Additional paid-in capital			22,348			21,626				25,144			24,440
Retained earnings			218,660			213,901				127,862			229,371
Accumulated other comprehensive loss			(22,208	)		(11,962	)			(20,369	)		(21,876	)
Total stockholders' equity			219,986			224,751				133,823			233,122
Total liabilities and stockholders' equity		$	622,912		$	636,025			$	444,681		$	583,371

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

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

									Three Months Ended
		Three Months Ended							March 31,
		March 31,							2016			2015
		2015			2014							(Revised)

Net sales		$	142,015		$	82,646			$	121,182		$	142,015
Cost of sales			114,890			68,576				98,108			115,202
Gross profit			27,125			14,070				23,074			26,813

Selling, general and administrative expense			17,608			11,189				17,670			17,608
Impairment of goodwill and other intangible assets										108,583			-
Restructuring charges			158			-				228			158
Income from operations			9,359			2,881
(Loss) income from operations										(103,407	)		9,047

Interest expense			(2,179	)		(30	)			(2,201	)		(2,179	)
Interest income and other, net			402			51				40			402
Earnings before provision for income taxes			7,582			2,902
(Loss) earnings before (benefit) provision for income taxes										(105,568	)		7,270

Provision for income taxes			2,014			399
Net earnings available to common stockholders		$	5,568		$	2,503
(Benefit) provision for income taxes										(4,872	)		1,950
Net (loss) earnings available to common stockholders									$	(100,696	)	$	5,320


Net earnings per common share:
Net (loss) earnings per common share:
Class A common share - basic and diluted		$	0.45		$	0.20			$	(8.15	)	$	0.43
Class B common share - basic and diluted		$	0.48		$	0.22			$	(8.55	)	$	0.45

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			9,670			9,335				9,701			9,670

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


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

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BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(dollars in thousands)
(unaudited)

Three Months Ended
March 31,
2015 2014

Net earnings available to common stockholders $ 5,568 $ 2,503

Other comprehensive (loss) income:
Currency translation adjustment, net of taxes of ($160) in 2015 and $34 in 2014 (10,364 ) 169
Unrealized holding gains on marketable securities arising during the period,
net of taxes of $33 in 2015 and $17 and 2014 54 28
Change in unfunded SERP liability, net of taxes of $28 in 2015 and $14 in 2014 64 32
Other comprehensive (loss) income (10,246 ) 229

Comprehensive (loss) income $ (4,678 ) $ 2,732

See accompanying notes to unaudited condensed consolidated financial statements.

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

	Three Months Ended
	March 31,
	2016			2015
				(Revised)

Net (loss) earnings available to common stockholders	$	(100,696	)	$	5,320

Other comprehensive income (loss):
Currency translation adjustment, net of taxes of $0 in 2016 and ($160) in 2015		1,029			(10,335	)
Unrealized holding gains on marketable securities arising during the period,
net of taxes of $27 in 2016 and $33 and 2015		43			54
Change in unfunded SERP liability, net of taxes of $72 in 2016 and $28 in 2015		434			64
Other comprehensive income (loss)		1,506			(10,217	)

Comprehensive loss	$	(99,190	)	$	(4,897	)


See accompanying notes to unaudited condensed consolidated financial statements.

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BEL FUSE INC. AND SUBSIDIARIES	BEL FUSE INC. AND SUBSIDIARIES							BEL FUSE INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS							CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)	(dollars in thousands)							(dollars in thousands)
(unaudited)	(unaudited)							(unaudited)
		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2015			2014				2016			2015
												(Revised)
Cash flows from operating activities:
Net earnings		$	5,568		$	2,503
Adjustments to reconcile net earnings to net
Net (loss) earnings									$	(100,696	)	$	5,320
Adjustments to reconcile net (loss) earnings to net
cash provided by operating activities:
Depreciation and amortization			5,325			3,406				5,501			5,637
Stock-based compensation			722			546				708			722
Impairment of goodwill and other intangible assets										108,583			-
Amortization of deferred financing costs			516			-				681			516
Deferred income taxes			(986	)		58				(3,455	)		(1,050	)
Net unrealized gains on foreign currency revaluation			(4,606	)		(184	)
Net unrealized losses (gains) on foreign currency revaluation										345			(4,606	)
Other, net			(268	)		404				671			(268	)
Changes in operating assets and liabilities:
Accounts receivable			4,566			6,490				9,640			4,566
Inventories			251			2,052				(1,199	)		251
Account payable			2,408			(6,301	)			(947	)		2,408
Accrued expenses			(5,781	)		(5,912	)			(5,765	)		(5,781	)
Other operating assets/liabilities, net			8,478			(1,226	)			(5,214	)		8,478
Net cash provided by operating activities			16,193			1,836				8,853			16,193

Cash flows from investing activities:
Purchases of property, plant and equipment			(2,750	)		(1,242	)			(1,640	)		(2,750	)
Proceeds from disposal/sale of property, plant and equipment			5			21				1			5
Net cash used in investing activities			(2,745	)		(1,221	)			(1,639	)		(2,745	)
													��
Cash flows from financing activities:
Dividends paid to common stockholders			(764	)		(755	)			(770	)		(764	)
Payment of deferred financing costs			(10	)		-				(718	)		(10	)
Borrowings under revolving credit line			4,500			-				-			4,500
Repayments of revolving credit line			(4,500	)		(8,000	)			-			(4,500	)
Reduction in notes payable			(5	)		(50	)			(166	)		(5	)
Repayments of long-term debt			(11,688	)		-				(21,597	)		(11,688	)
Net cash used in financing activities			(12,467	)		(8,805	)			(23,251	)		(12,467	)

Effect of exchange rate changes on cash and cash equivalents			513			(27	)			42			513

Net increase (decrease) in cash and cash equivalents			1,494			(8,217	)
Net (decrease) increase in cash and cash equivalents										(15,995	)		1,494
Cash and cash equivalents - beginning of period			77,138			62,123				85,040			77,138
Cash and cash equivalents - end of period		$	78,632		$	53,906			$	69,045		$	78,632


Supplementary information:
Cash paid during the period for:
Income taxes, net of refunds received		$	1,044		$	676			$	359		$	1,044
Interest payment		$	1,667		$	11			$	1,518		$	1,667

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

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BEL FUSE INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	BASIS OF PRESENTATION AND ACCOUNTING POLICIES

The condensed consolidated balance sheet as of March 31, ~~2015,~~2016, and the condensed consolidated statements of operations, comprehensive ~~(loss) income~~loss 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 months ended March 31, ~~2015~~2016 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.~~2015.

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 SEC. The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

On June 19, 2014, we completed our acquisition of 100% of the issued and outstanding capital stock of the Power-One Power Solutions business ("Power Solutions") from ABB Ltd. On July 25, 2014, we completed 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, we completed 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". ~~As of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminary fair values and the Company's~~

The accompanying condensed consolidated ~~results~~statement of operations, comprehensive loss and cash flows for the three months ended March 31, 2015 ~~include~~reflect measurement period adjustments related to the ~~operating results of~~2014 Acquisitions. The measurement period adjustments in the ~~acquired companies.~~aggregate were not considered material to the condensed consolidated financial statements.

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, ~~2014.~~2015. There were no significant changes to these accounting policies during the three months ended March 31, ~~2015.~~2016.

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 ~~April~~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 ~~reporting of discontinued operations,~~period in which ~~also contains new disclosure requirements~~it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for ~~both discontinued operations and other disposals that do not meet~~which the ~~definition of a discontinued operation.~~requisite service has already been rendered. 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 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 liability2016 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 doesit did not ~~believe that the adoption of this guidance will~~ have any ~~material~~ impact on the Company's ~~condensed~~ consolidated financial position or results of operations.

In January 2015, the FASB issued guidance on simplifying the income statement presentation by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. This ~~amendment~~guidance was adopted by the Company effective January 1, 2016 and it did not have any impact on the Company's consolidated financial position or results of operations.

In April 2015, the FASB issued guidance on simplifying the balance sheet presentation of debt issuance costs. The update requires that 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. In August 2015, the FASB amended this guidance for debt issuance costs associated with line-of-credit arrangements to reflect that the SEC would not object to the deferral and presentation of debt issuance costs as an asset and subsequent amortization of debt issuance costs over the term of the line-of-credit arrangement, whether or not there are any outstanding borrowings on the line-of-credit arrangement. The update requires retrospective application and represents a change in accounting principle. This guidance was adopted by the Company effective January 1, 2016 and it was applied retrospectively for all prior periods. At March 31, 2016 and December 31, 2015, deferred financing costs totaling $3.7 million and $3.6 million, respectively, which were previously included in other assets, are reflected as a reduction in the carrying value of the Company's long-term debt on the condensed consolidated balance sheet.

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In September 2015, the FASB issued guidance which simplifies the accounting for measurement period adjustments related to business combinations, which eliminates the requirement for an acquirer in a business combination to account for measurement period adjustments retrospectively. Under this guidance, acquirers must recognize measurement period adjustments in the period in which they determine the amounts, including the effect on earnings of any amount they would have recorded in previous periods if the accounting had been completed at the acquisition date. This guidance was adopted by the Company effective January 1, 2016. Measurement period adjustments of any future acquisitions will be accounted for under this new guidance.

In November 2015, the FASB issued guidance which requires entities to present deferred tax assets and deferred tax liabilities as noncurrent on the consolidated balance sheet. The guidance simplifies the current guidance, which requires entities to separately present deferred tax assets and deferred tax liabilities as current and noncurrent on the consolidated balance sheet. This guidance may be applied either prospectively or retrospectively and is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company adopted this guidance effective January 1, 2016 and it was applied retrospectively for all prior periods. The following table summarizes the adjustments made to conform prior period classifications to the new guidance:

	December 31, 2015
	As Reported			Reclass			Revised

Other current assets	$	15,636		$	(4,983	)	$	10,653
Long-term deferred income tax assets		3,321			4,983			8,304
Other current liabilities		(9,133	)		174			(8,959	)
Long-term deferred income tax liabilities		(13,002	)		(174	)		(13,176	)

Accounting Standards Issued But Not Yet Adopted

In March 2016, the FASB issued guidance to simplify the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities and classification on the statements of cash flows. Under the new guidance, all excess tax benefits and tax deficiencies (including tax benefits of dividends on share-based payment awards) should be recognized as income tax expense or benefit on the statements of operations. Under current GAAP, excess tax benefits are recognized in additional paid-in capital while tax deficiencies are recognized either as an offset to accumulated excess tax benefits, if any, or on the statements of operations. The new accounting guidance is effective for annual periods beginning after December 15, ~~2015. The~~2016. Early adoption ofis permitted in any interim or annual period. Certain provisions require retrospective/modified retrospective transition while others are to be applied prospectively. Management is currently evaluating the impact that this ~~standard is not expected to~~guidance will have ~~a material impact~~ on ~~our condensed~~the Company's consolidated financial ~~position~~statements.

In February 2016, the FASB issued guidance to provide a new comprehensive model for lease accounting. Under this guidance, lessees and lessors should apply a "right-of-use" model in accounting for all leases (including subleases) and eliminate the concept of operating leases and off-balance sheet leases. This guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018. Early adoption is permitted. Management is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements.

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 ~~results of operations.~~market. The update is effective for fiscal years beginning after December 15, 2016, and interim periods therein. Early application is permitted. Management is currently evaluating the impact that this guidance will have on the Company's consolidated financial statements, if any.

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.

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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 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. In April 2016, the FASB amended the previously issued guidance. The ~~core~~underlying principle ~~requires~~is that an entity towill recognize revenue to depict the transfer of goods ~~and~~or services to customers inat an amount that ~~reflects the consideration to which~~ the entity expects to be entitled to in exchange for those goods or services. ~~In addition,~~The guidance provides a five-step analysis of transactions to determine when and how revenue is recognized. Other major provisions include capitalization of certain contract costs, consideration of time value of money in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The guidance also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. ~~This~~The guidance is effective for ~~fiscal years,~~the interim and ~~interim~~annual periods ~~within those years,~~beginning on or after December 15, 2017 (early adoption is permitted as of annual reporting periods beginning after December 15, ~~2016. Entities can choose to apply~~2016, including interim reporting periods within those annual periods). The guidance permits the ~~guidance using~~use of either ~~the full~~a retrospective ~~approach~~ or ~~a modified retrospective approach.~~ cumulative effect transition method. 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.

2.~~ACQUISITIONS AND DISPOSITION~~

~~Acquisitions~~

On June 19, 2014, the Company completed its acquisition of Power Solutions for $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. In connection with its acquisition of Power Solutions, the Company acquired a 49% interest in a joint venture in the People's Republic of China ("PRC"). The Company provisionally assigned no value to this investment. See Note 15, Related Party Transactions, for additional information.

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 China portion of the transaction closed. The Company paid a total of $98.8 million for Connectivity Solutions, net of cash acquired and including a working capital adjustment. Connectivity 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.

During the three months ended March 31, 2015, the Company incurred $0.4 million of acquisition-related costs associated with the independent valuations of and separate independent audits of the 2014 Acquisitions. These costs are included in selling, general and administrative expense on the condensed consolidated statements of operations.

~~Fair Value Estimate of Assets Acquired and Liabilities Assumed~~

With respect to the 2014 Acquisitions, 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 respective acquisition dates, or learn that more information is not available. This measurement period will not exceed one year from the respective acquisition dates.

The table below depicts the Company's fair value estimates of assets acquired and liabilities assumed as of the respective acquisition dates. There were no measurement period adjustments recorded during the three months ended March 31, 2015. The amounts noted in the table below are provisional since the valuations of property and equipment, intangible assets acquired, legal reserves, contingent liabilities, income and non-income based 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. The portion of goodwill, if any, that will be deductible for tax purposes has yet to be determined.

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Power Solutions Connectivity Solutions 2014 Acquisitions
June 19, July 25/August 29, Acquisition-Date
2014
2014⁽¹⁾
Fair Values
(As adjusted) (As adjusted) (As adjusted)
Cash $ 20,912 $ 6,544 $ 27,456
Accounts receivable 29,389 9,375 38,764
Inventories 36,429 17,632 54,061
Other current assets 7,350 2,615 9,965
Property, plant and equipment 28,175 9,900 38,075
Intangible assets 33,220 40,000 73,220
Other assets 19,171 2,345 21,516
     Total identifiable assets 174,646 88,411 263,057

Accounts payable (26,180 ) (10,682 ) (36,862 )
Accrued expenses (25,545 ) (5,307 ) (30,852 )
Other current liabilities 223 (57 ) 166
Noncurrent liabilities (42,062 ) (17,314 ) (59,376 )
     Total liabilities assumed (93,564 ) (33,360 ) (126,924 )
     Net identifiable assets acquired 81,082 55,051 136,133
     Goodwill 49,710 50,306 100,016
     Net assets acquired $ 130,792 $ 105,357 $ 236,149

Cash paid $ 130,792 $ 105,357 $ 236,149
Assumption of liability - - -
     Fair value of consideration
         transferred 130,792 105,357 236,149
     Deferred consideration - - -
     Total consideration paid $ 130,792 $ 105,357 $ 236,149

⁽¹⁾ ~~The Company acquired 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 as of the respective acquisition dates.~~

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 ended March 31, 2015, the 2014 Acquired Companies contributed revenue of $58.8 million, and operating income of approximately $5.9 million, to the Company's condensed consolidated financial results. There was no operating activity related to the 2014 Acquisitions during the three months ended March 31, 2014.

2.	(LOSS) EARNINGS PER SHARE

The following ~~unaudited pro forma information presents a summary~~table sets forth the calculation of basic and diluted net (loss) earnings per common share under the combined results of operations of the Company and the aggregate results of Power Solutions and Connectivity Solutions for the periods presented as if the 2014 Acquisitions had occurred on January 1, 2013, along with certain pro forma adjustments. 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 January 1, 2013, nor is the pro forma data intended to be a projection of results that may be obtained in the future:

Three Months Ended
March 31,
2014

Revenue $ 160,637
Net earnings 1,658
Earnings per Class A common share - basic and diluted $ 0.13
Earnings per Class B common share - basic and diluted $ 0.15

~~Disposition – Sale of NPS~~

On January 23, 2015, the Company completed the sale of the Network Power Systems ("NPS") product line and related transactions of the acquired Power Solutions business to Unipower LLC ("Unipower") for $9.0 million in cash. The sale also included $1.0 million of escrow pending Unipower's realization of certain sales targets. The net proceeds of $9 million from the sale were used to repay outstanding borrowings in accordance with the provisions of the Credit and Security Agreement (see Note 8, Debt). The transaction provides that Bel will move processes and people to 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.

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~~As a result of the sale and related transactions, the Company recorded deferred revenue of $9.0 million and recognized net sales of $0.9 million in the condensed consolidated statement of operations~~two-class method for the three months ended March 31, ~~2015. The Company will recognize the $1 million currently in escrow when~~2016 and ~~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.~~2015:

	Three Months Ended
	March 31,
	2016			2015

Numerator:
Net (loss) earnings	$	(100,696	)	$	5,320
Less dividends declared:
Class A		131			131
Class B		682			678
Undistributed (loss) earnings	$	(101,509	)	$	4,511

Undistributed (loss) earnings allocation - basic and diluted:
Class A undistributed (loss) earnings	$	(17,860	)	$	796
Class B undistributed (loss) earnings		(83,649	)		3,715
Total undistributed (loss) earnings	$	(101,509	)	$	4,511

Net (loss) earnings allocation - basic and diluted:
Class A net (loss) earnings	$	(17,729	)	$	927
Class B net (loss) earnings		(82,967	)		4,393
Net (loss) earnings	$	(100,696	)	$	5,320

Denominator:
Weighted-average shares outstanding:
Class A - basic and diluted		2,175			2,175
Class B - basic and diluted		9,701			9,670

Net (loss) earnings per share:
Class A - basic and diluted	$	(8.15	)	$	0.43
Class B - basic and diluted	$	(8.55	)	$	0.45

3.	~~RESTRUCTURING ACTIVITIES~~

~~Activity and liability balances related to restructuring costs for the three months ended March 31, 2015 are as follows:~~

Liability at Cash Payments Liability at
December 31, New and Other March 31,
2014 Charges Settlements 2015
Severance costs $ - $ 158 $ (85 ) $ 73
Other restructuring costs - - - -
Total $ - $ 158 $ (85 ) $ 73

~~During the three months ended March 31, 2015, the Company incurred the restructuring costs noted above in connection with the U.K. facility consolidations and additional restructuring at Cinch US.~~

4. FAIR VALUE MEASUREMENTS

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

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

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

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

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As of March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, the Company held certain financial assets that are measured at fair value on a recurring basis. These consisted of securities that are among the Company's investments in a rabbi trust which are intended to fund the Company's Supplemental Executive Retirement Plan ("SERP") ~~obligations, and other marketable securities described below.~~obligations. The securities that are held in the rabbi trust are categorized as available-for-sale securities and are included as other assets in the accompanying condensed consolidated balance sheets at March 31, ~~2015~~2016 and December 31, ~~2014.~~2015. The gross unrealized gains associated with the investment securities held in the rabbi trust were ~~$0.8 million and~~ $0.7 million at both March 31, ~~2015~~2016 and December 31, ~~2014, respectively.~~2015. Such unrealized gains are included, net of tax, in accumulated other comprehensive loss.

As of March 31, ~~2015~~2016 and December 31, 2014, the Company had 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 March 31, 2015, ~~and December 31, 2014,~~ our available-for-sale securities, which primarily consist of investments held in a rabbi trust of ~~$6.6~~$3.7 million and ~~$6.5~~$3.6 million, respectively, 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 three months ended March 31, ~~2015~~2016 or March 31, ~~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 three months ended March 31, ~~2015.~~2016.

There were no financial assets accounted for at fair value on a nonrecurring basis as of March 31, ~~2015~~2016 or December 31, ~~2014.~~2015.

The Company has other financial instruments, such as cash and cash equivalents, accounts receivable, restricted cash, accounts payable, accrued expenses and notes payable, 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 (Level 2 inputs). At March 31, 2016 and December 31, 2015, the estimated fair value of long-term debt was ~~$223.8~~$166.2 million and $188.1 million, respectively, compared to a carrying amount of ~~$220.9 million.~~$161.9 million and $183.5 million, respectively. At March 31, 2016 and December 31, 2015, the carrying value of the debt on the condensed consolidated balance sheet is reflected net of $3.7 million and $3.6 million, respectively, of deferred financing costs as a result of the adoption of new accounting guidance effective January 1, 2016 (see Note 1). The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of March 31, ~~2015.~~2016.

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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 onupon the occurrence of a triggering event or in the case of goodwill, ~~and indefinite-lived intangible assets,~~ on at least an annual basis. ~~There~~While there were ~~no triggering events that occurred during~~signs of potential improvement at year-end, the Company's actual revenue stream for the three months ended March 31, ~~2015 or 2014~~2016 was significantly lower than the financial projections utilized in the annual goodwill impairment analysis (performed as of October 1, 2015), and is not projected to rebound to those levels in 2016. The Company determined that ~~would warrant~~current business conditions, and the resulting decrease in the Company's projected cash flows, constituted a triggering event which required the Company to perform interim impairment ~~testing.~~tests related to its long-lived assets and goodwill during the first quarter of 2016. The Company's interim test on its long-lived assets indicated that the carrying value of its long-lived assets was recoverable and that no impairment existed as of the March 31, 2016 testing date.

The Company's Level 3 fair value analysis related to the interim test for goodwill impairment was supported by a weighting of two generally accepted valuation approaches, the income approach and the market approach, as further described in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. These approaches include numerous assumptions with respect to future circumstances, such as industry and/or local market conditions, which might directly impact each of the reporting units' operations in the future, and are therefore uncertain. These approaches are utilized to develop a range of fair values and a weighted average of these approaches is utilized to determine the best fair value estimate within that range.

Detailed below is a table of key underlying assumptions utilized in the fair value estimate calculation for the interim test performed as of March 31, 2016 as compared to those assumptions utilized during the annual valuation performed as of October 1, 2015. Assumptions may vary by reporting unit. The table below shows the range of assumptions utilized across the various reporting units.

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	Goodwill Impairment Analysis
	Key Assumptions
	2016 - Interim		2015 - Annual

Income Approach - Discounted Cash Flows (a):
Revenue 5-year compound annual growth rate (CAGR)		(9.0%) - (0.6%)		2.6% - 2.7%
2016 EBITDA margins (b)		5.1% - 6.6%		7.2% - 8.4%
Cost of equity capital		11.6% - 14.7%		12.3% - 16.5%
Cost of debt capital		3.6% - 8.5%		2.4% - 5.9%
Weighted average cost of capital		10.0% - 14.0%		11.0% - 15.0%

Market Approach - Multiples of Guideline Companies (a):
Net operating revenue multiples used		0.4 - 0.6		0.4 - 0.5
Operating EBITDA multiples used (b)		5.9 - 6.3		5.0 - 5.3
Invested capital control premium		25%		25%

Weighting of Valuation Methods:
Income Approach - Discounted Cash Flows		75%		75%
Market Approach - Multiples of Guideline Companies		25%		25%

(a) Ranges noted reflect assumptions and multiples used throughout the North America, Asia and Europe reporting units
(b) EBITDA represents earnings before interest, taxes, depreciation and amortization

The interim impairment test related to the Company's goodwill was performed by reporting unit. The valuation test, which heavily weights future cash flow projections, indicated impairment of the goodwill associated with all three of the Company's reporting units. As a result, the Company recorded non-cash goodwill impairment charges totaling $104.3 million during the first quarter of 2016. The Company's goodwill associated with its reporting units originated from several of Bel's prior acquisitions, primarily Power Solutions and Connectivity Solutions (which represented $55.5 million and $55.0 million, respectively, of the carrying value of goodwill at the testing date). The carrying value of the Company's goodwill was $121.6 million at December 31, 2015. The remaining goodwill as of March 31, 2016 has a carrying value of $17.5 million. See Note 4, Goodwill and Other Intangible Assets.

As further discussed in Note 4, Goodwill and Other Intangible Assets, the Company also performed an interim impairment analysis of its indefinite-lived intangible assets as of March 31, 2016. Detailed below is a table of key underlying assumptions utilized in the Level 3 fair value estimate calculation of the Company's trademarks for the interim test performed as of March 31, 2016 as compared to those assumptions utilized during the annual valuation performed as of October 1, 2015. Assumptions may vary by individual trademark. The table below shows the range of assumptions utilized across the Company's various trademarks.

		Trademark Impairment Analysis
		Key Assumptions
	2016 - Interim			2015 - Annual

Revenue 5-year compound annual growth rate (CAGR)			(0.4%) - 2.7%		0.2% - 4.0%
Estimated fair royalty rate			0.25% - 1.5%		0.5% - 2.0%
Discount rate			11.0% - 15.0%		12.0% - 14.0%

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4.	GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The changes in the carrying value of goodwill classified by reportable operating segment for the three months ended March 31, 2016 are as follows:

	Total			North America			Asia			Europe

Balance at January 1, 2016
Goodwill, gross	$	148,575		$	63,364		$	54,532		$	30,679
Accumulated impairment charges		(26,941	)		(14,066	)		(12,875	)		-
Goodwill, net		121,634			49,298			41,657			30,679

Impairment charge		(104,263	)		(41,495	)		(41,633	)		(21,135	)
Foreign currency translation		108			-			(24	)		132

Balance at March 31, 2016:
Goodwill, gross		148,683			63,364			54,508			30,811
Accumulated impairment charges		(131,204	)		(55,561	)		(54,508	)		(21,135	)
Goodwill, net	$	17,479		$	7,803		$	-		$	9,676

Goodwill represents the excess of the purchase price and related acquisition costs over the fair value assigned to the net tangible and other intangible assets acquired in a business acquisition. As discussed in Note 3, Fair Value Measurements, goodwill is reviewed for impairment on a reporting unit basis annually during the fourth quarter of each year and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The goodwill impairment test involved a two-step process. In the first step, the fair value of each reporting unit is compared to its carrying value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, the second step of the impairment test must be performed to measure the amount of impairment loss. In the second step, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss.

During the first quarter of 2016, management determined that sufficient indicators of potential impairment existed to require an interim goodwill impairment analysis for all of the Company's reporting units. These indicators included the recent business performance of those reporting units, combined with the long-term market conditions and business trends within those regions.

The methods and assumptions utilized in determining the preliminary fair value of the three reporting units at the interim testing date are detailed in Note 3, Fair Value Measurements. Due to the complexity and the effort required to estimate the fair value of the reporting units in step one of the impairment test and to estimate the fair value of all assets and liabilities of the reporting units in the second step of the test, the fair value estimates were derived based on preliminary assumptions and analyses that are subject to change. Based on our preliminary analyses, the implied fair value of goodwill was substantially lower than the carrying value of goodwill for the three reporting units. As a result, the Company recorded its best estimate of $104.3 million for the goodwill impairment charge in the three months ended March 31, 2016, which is included in impairment of goodwill and other intangible assets on the condensed consolidated statement of operations. Any adjustments to the estimated impairment loss following the completion of the measurement of the impairment will be recorded in the second quarter of 2016.

Other Intangible Assets

Other intangible assets include patents, technology, license agreements, non-compete agreements and trademarks. Trademarks have indefinite lives and are reviewed for impairment on an annual basis. Other intangible assets, excluding trademarks, are being amortized over 2 to 24 years.

The Company tests indefinite-lived intangible assets for impairment using a fair value approach, the relief-from-royalty method (a form of the income approach). At December 31, 2015, the Company's indefinite-lived intangible assets related to the trademarks acquired in the Power Solutions, Connectivity Solutions, Cinch and Fibreco acquisitions. During the first quarter of 2016, management determined that sufficient indicators of potential impairment also existed to require an interim impairment review of our trademarks. Based on the Company's preliminary analysis, the fair values of all of the Company's trademarks were lower than the respective carrying values. As a result, the Company recorded a non-cash impairment of $4.3 million which is included in impairment of goodwill and other intangible assets on the condensed consolidated statements of operations in the three months ended March 31, 2016.

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The components of intangible assets other than goodwill are as follows:

	March 31, 2016						December 31, 2015
	Gross Carrying		Accumulated		Net Carrying		Gross Carrying		Accumulated		Net Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount

Patents, licenses and technology	$	39,381	$	8,812	$	30,569	$	39,388	$	7,932	$	31,456
Customer relationships		44,878		6,444		38,434		44,894		5,735		39,159
Non-compete agreements		2,740		2,016		724		2,753		1,838		915
Trademarks		11,970		41		11,929		16,338		41		16,297

	$	98,969	$	17,313	$	81,656	$	103,373	$	15,546	$	87,827

5. INVENTORIES

The components of inventories are as follows:

	March 31,		December 31,		March 31,		December 31,
	2015		2014		2016		2015
Raw materials	$	52,113	$	51,638	$	43,299	$	42,036
Work in progress		16,809		16,128		17,529		16,908
Finished goods		42,986		45,864		39,153		39,566
Inventories	$	111,908	$	113,630	$	99,981	$	98,510

6.	PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

	March 31,			December 31,			March 31,			December 31,
	2015			2014			2016			2015
Land	$	3,278		$	3,293		$	2,246		$	2,240
Buildings and improvements		30,651			31,067			30,747			29,346
Machinery and equipment		118,942			117,973			118,486			116,921
Construction in progress		4,467			4,764			3,912			4,949
		157,338			157,097			155,391			153,456
Accumulated depreciation		(89,508	)		(86,436	)		(99,406	)		(95,845	)
Property, plant and equipment, net	$	67,830		$	70,661		$	55,985		$	57,611

Depreciation expense for the three months ended March 31, 2016 and 2015 was $3.7 million and ~~2014 was~~ $3.8 million, ~~and $2.8 million,~~ respectively.

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7. ACCRUED EXPENSES

Accrued expenses consist of the following:

	March 31,		December 31,		March 31,		December 31,
	2015		2014		2016		2015
Sales commissions	$	2,776	$	3,017	$	2,485	$	2,824
Subcontracting labor		2,449		2,217		1,458		1,942
Salaries, bonuses and related benefits		14,944		17,964		15,768		15,672
Warranty accrual		4,333		6,032		3,305		3,659
Other		11,738		13,358		9,800		14,226
	$	36,240	$	42,588	$	32,816	$	38,323

~~Warranties vary by product line and are competitive for the markets in which the Company operates. Warranties generally extend for one~~

Return 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.Index

A tabular presentation of the activity within the warranty accrual account for the three months ended March 31, 2016 and 2015 is presented below:

	March 31,			Three Months Ended March 31,
	2015			2016			2015
Beginning balance as of January 1, 2015	$	6,032
Balance, January 1				$	3,659		$	6,032
Charges and costs accrued		1,288			16			1,288
Adjustments related to pre-existing warranties (including changes in estimates)		(947	)
Adjustments related to pre-existing warranties
(including changes in estimates)					(268	)		(947	)
Less repair costs incurred		(523	)		(130	)		(523	)
Less cash settlements		(1,522	)		-			(1,522	)
Currency translation		5			28			5
Ending balance as of March 31, 2015	$	4,333
Balance, March 31				$	3,305		$	4,333

DEBT

~~On June 19, 2014, the~~The Company ~~entered into~~has 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 term loan, with outstanding borrowings of $165.6 million and $187.2 million at March 31, 2016 and December 31, 2015, respectively and (ii) 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 hadwith no outstanding borrowings ~~of $220.9 million and $232.6 million under the CSA~~ at March 31, ~~2015~~2016 or December 31, 2015. At March 31, 2016 and December 31, ~~2014, respectively.~~2015, the carrying value of the debt on the condensed consolidated balance sheet is reflected net of $3.7 million and $3.6 million, respectively, of deferred financing costs as a result of the adoption of new accounting guidance effective January 1, 2016. See Note 1, Basis of Presentation and Accounting Policies.

The weighted-average interest rate in effect was ~~2.96%~~2.75% at March 31, ~~2015~~2016 and ~~2.94%~~3.19% at December 31, ~~2014~~2015 and consisted of LIBOR plus the Company's credit spread, as determined per the terms of the CSA. The Company incurred $2.2 million of interest expense during each of the three months ended March 31, 2016 and 2015.

The CSA 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").~~charges. 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 March 31, ~~2015,~~2016, the Company was in compliance with its debt covenants, including its most restrictive covenant, the Leverage Ratio. ~~The unused credit available~~

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CSA for the period from the effective date of the amendment through September 2017.

9. INCOME TAXES

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~~2012 and for state examinations before ~~2008.~~2009. Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before ~~2003~~2005 in Asia and generally ~~2007~~2008 in Europe. At March 31, 2016, the Company was under examination by the taxing authorities in Germany for the tax years 2011-2013. This audit concluded in April 2016 and resulted in an immaterial amount of incremental tax expense.

As a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized benefits for tax positions taken regarding previously filed tax returns may change materially from those recorded as liabilities for uncertain tax positions in the Company's condensed consolidated financial statements at March 31, 2015. An immaterial amount of previously recorded liabilities for uncertain tax positions relates principally to the 2011 tax year. The statute of limitations related to these liabilities is scheduled to expire on September 15, 2015.

2016. The Company's liabilities for uncertain tax positions ~~are included in the following balance sheet captions:~~

March 31, December 31,
2015 2014
Income taxes payable $ 37 $ 203
Liability for uncertain tax positions 40,781 39,767
$ 40,818 $ 39,970

~~Of the amounts noted in the table above, $2.9~~totaled $40.4 million and $42.2 million at March 31, ~~2015~~2016 and ~~$2.8 million at~~ December 31, ~~2014,~~2015, respectively, of which $1.7 million and $1.9 million, respectively, is included in other current liabilities. These amounts, if recognized, would reduce the Company's effective tax rate. As of March 31, 2016, approximately $5.1 million of the Company's liabilities for uncertain tax positions are expected to be resolved during 2016 by way of settlement or expiration of the related statute of limitations.

~~As part of~~

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In connection with the acquisition of the Power Solutions business in 2014, the Company acquired a $35.8 million liability for uncertain tax 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 years 2004 through 2006. The Company also acquired a liability for additional uncertain tax positions related to various tax matters for the years 2007 through 2013. During the three months ended March 31, 2016, a portion of these tax matters was resolved with the taxing authorities which resulted in a reduction of $2.6 million in the liability for uncertain tax positions, of which $1.3 million related to interest and penalties. Resolution of ~~these~~the remaining tax matters are being actively pursued with the applicable taxing authority. From the date of acquisition through March 31, ~~2015,~~2016, the Company has recorded ~~$2.1~~$3.8 million of interest and penalties pertaining to this issue, ~~and~~of which $0.4 million was reversed during the three months ended March 31, 2016 in relation to the settlement of the exposure. The Company will continue to accrue approximately ~~$2.5~~$1.9 million annually until the ~~issue is~~issues are resolved.

The Company's policy is to recognize interest and penalties related to unrecognized tax benefits arising from uncertain tax positions as a component of the current provision for income taxes. During the three months ended March 31, ~~2015~~2016 and ~~2014,~~2015, the Company recognized ~~$0.9~~$0.5 million and ~~an immaterial amount,~~$0.9 million, respectively, in interest and penalties in the condensed consolidated statements of operations. During the three months ended March 31, 2016 and 2015, the Company recognized a benefit of $1.3 million and an immaterial amount, respectively, for the reversal of such interest and penalties. The Company has approximately ~~$2.5~~$3.2 million and ~~$1.6~~$4.0 million, accrued for the payment of such interest and penalties at March 31, ~~2015~~2016 and December 31, ~~2014,~~2015, respectively, which is included in both ~~income taxes payable~~other current liabilities and liability for uncertain tax positions in the condensed consolidated balance sheets.

Upon completion of the acquisitions of Power Solutions and Connectivity Solutions, there were net deferred tax assets of $7.1 million and $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 March 31, 2015. In connection with the 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 $3.1 million and $16.4 million, respectively, for the Power Solutions and Connectivity Solutions acquisitions. At March 31, 2015, a net deferred tax liability of $7.5 million remains on the condensed consolidated balance sheet for the 2014 Acquisitions. These amounts are preliminary since the measurement period for the 2014 Acquisitions 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 for further information about the 2014 Acquisitions.

The Company intends to make elections to step up the tax basis 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. On December 16, 2014, the R&E credit was extended back to January 1, 2014. The R&E credits for the year ending 2015 have not been extended.

~~Return to Index~~

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

10. RETIREMENT FUND AND PROFIT SHARING PLAN

The Company maintains the Bel Fuse Inc. Employees' Savings Plan, a defined contribution plan that is intended to meet the applicable requirements for tax-qualification under sections 401(a) and (k) of the Internal Revenue Code of 1986, as amended (the "Code"). The Employees' Savings Plan allows eligible employees to voluntarily contribute a percentage of their eligible compensation, subject to Code limitations, which contributions are matched by the Company. 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 March 31, ~~2015~~2016 and ~~2014~~2015 amounted to $0.3 million ~~and $0.2 million, respectively.~~in both periods. As of March 31, ~~2015,~~2016, the plan owned ~~13,940~~13,928 and ~~173,683~~168,647 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The Company's subsidiaries in Asia have a retirement fund covering substantially all of their Hong Kong based full-time employees. Eligible employees contribute up to 5% of salary to the fund. In addition, the Company must contribute a minimum of 5% of eligible salary, as determined by Hong Kong government regulations. The Company currently contributes 7% of eligible salary in cash or Company stock. The expense for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 amounted to approximately $0.1 million in both periods. As of March 31, ~~2015,~~2016, the plan owned 3,323 and 17,342 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The Company maintains a SERP, which is designed to provide a limited group of key management and highly compensated employees of the Company with supplemental retirement and death benefits. As discussed in Note 4 above, 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:

	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2015		2014		2016		2015
Service cost	$	138	$	138	$	148	$	138
Interest cost		142		135		165		142
Net amortization		92		46		98		92
Net periodic benefit cost	$	372	$	319	$	411	$	372

The following amounts are recognized net of tax in accumulated other comprehensive loss:

	March 31,		December 31,
	2016		2015
Prior service cost	$	820	$	866
Net loss		3,005		3,465
	$	3,825	$	4,331

March 31, December 31,
2015 2014
Balance sheet amounts:
   Minimum pension obligation
      and unfunded pension liability $ 14,469 $ 14,205

   Amounts recognized in accumulated
      other comprehensive loss, pretax:
         Prior service cost $ 1,002 $ 1,048
         Net loss 3,256 3,302
$ 4,258 $ 4,350

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11. ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of accumulated other comprehensive loss at March 31, ~~2015~~2016 and December 31, ~~2014~~2015 are summarized below:

March 31, December 31,
2015 2014

Foreign currency translation adjustment, net of taxes of ($302) at
  March 31, 2015 and ($142) at December 31, 2014 $ (19,729 ) $ (9,365 )
Unrealized holding gains on available-for-sale securities, net of taxes of
  $293 at March 31, 2015 and $259 at December 31, 2014 483 429
Unfunded SERP liability, net of taxes of ($1,297) at March 31, 2015
  and ($1,325) at December 31, 2014 (2,962 ) (3,026 )

Accumulated other comprehensive loss $ (22,208 ) $ (11,962 )

	March 31,			December 31,
	2016			2015

Foreign currency translation adjustment, net of taxes of ($336) at
March 31, 2016 and ($336) at December 31, 2015	$	(18,277	)	$	(19,305	)
Unrealized holding gains on available-for-sale securities, net of taxes of
$292 at March 31, 2016 and $265 at December 31, 2015		478			434
Unfunded SERP liability, net of taxes of ($1,255) at March 31, 2016
and ($1,327) at December 31, 2015		(2,570	)		(3,005	)

Accumulated other comprehensive loss	$	(20,369	)	$	(21,876	)

Changes in accumulated other comprehensive loss by component during the three months ended March 31, ~~2015~~2016 are as follows. All amounts are net of tax.

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

Balance at January 1, 2015 $ (9,365 ) $ 429 $ (3,026 ) $ (11,962 )
     Other comprehensive (loss) income before reclassifications (10,364 ) 54 - (10,310 )
     Amount reclassified from accumulated other
          comprehensive loss - - 64 (a) 64
     Net current period other comprehensive (loss) income (10,364 ) 54 64 (10,246 )

Balance at March 31, 2015 $ (19,729 ) $ 483 $ (2,962 ) $ (22,208 )

(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.

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

Balance at January 1, 2016	$	(19,305	)	$	434	$	(3,005	)		$	(21,876	)
Other comprehensive income before reclassifications		1,028			44		369				1,441
Amount reclassified from accumulated other
comprehensive loss		-			-		66		(a)		66
Net current period other comprehensive income		1,028			44		435				1,507

Balance at March 31, 2016	$	(18,277	)	$	478	$	(2,570	)		$	(20,369	)

(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.

12. COMMITMENTS AND CONTINGENCIES

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 consolidated results of operations or financial position. ~~See the Company's Annual Report on Form 10-K for the year ended December 31, 2014 for the details of all of Bel's material pending lawsuits.~~

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 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 is expected to render its decision in the June-July 2015 timeframe.

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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 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 as a liability for uncertain tax positions on the accompanying ~~condensed~~ consolidated balance ~~sheet.~~sheets. As Bel is fully indemnified in this matter per the terms of the stock purchase agreement with ABB, ~~an offsetting~~a corresponding other asset for indemnification ~~asset~~ is also ~~reflected~~included in other assets on the accompanying condensed consolidated balance ~~sheet~~sheets at March 31, 2016 and December 31, 2015.

In 2015, the Company was provided notice of a potential patent infringement claim by Setec Netzwerke AG ("Setec"), a German company for the alleged infringement of their patent EP 306 934 B1. Setec subsequently filed a lawsuit against the Company and three of its subsidiaries in Dusseldorf, Germany on January 29, 2016 for patent infringement. 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~~process of ~~Wayne~~preparing an Answer and defense to Setec's Complaint and does not have enough information at this time in ~~the State of Michigan. The complaint was amended~~order to ~~include Cinch Connectors Inc. and other defendants on November 13, 2014. The Company filed its answer~~make any further conclusions or assessments as to ~~the complaint on January 23, 2015.~~infringement or potential damages.

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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.

~~Return to Index~~

13. SEGMENTS

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

		Three Months Ended							Three Months Ended
		March 31,							March 31,
		2015			2014				2016			2015
Net Sales to External Customers:	Net Sales to External Customers:							Net Sales to External Customers:
North America		$	76,760		$	28,732			$	66,300		$	76,760
Asia			45,521			43,048				35,762			45,521
Europe			19,734			10,866				19,120			19,734
		$	142,015		$	82,646			$	121,182		$	142,015

Net Sales:
North America		$	87,017		$	31,454			$	69,254		$	87,017
Asia			73,149			49,891				59,648			73,149
Europe			41,537			10,892				22,373			41,537
Less intercompany net sales			(59,688	)		(9,591	)			(30,093	)		(59,688	)
		$	142,015		$	82,646			$	121,182		$	142,015

Income from Operations:
North America		$	3,506		$	882			$	(43,187	)	$	3,470
Asia			666			1,673				(38,808	)		552
Europe			5,187			326				(21,412	)		5,025
		$	9,359		$	2,881			$	(103,407	)	$	9,047

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~~Impairment Charges – ~~The 2014 Acquisitions contributed~~As further discussed in Note 4, Goodwill and Other Intangible Assets, the Company recorded a $108.6 million non-cash impairment charge related to ~~Bel's segment sales~~its goodwill and ~~income from operations~~trademarks during the ~~three months ended March 31, 2015 as follows:~~

Power Connectivity 2014
Solutions Solutions Acquisitions
Sales to External Customers:
     North America $ 33,400 $ 14,489 $ 47,889
     Asia 350 1,078 1,428
     Europe 7,915 1,578 9,493
Total $ 41,665 $ 17,145 $ 58,810

Income from Operations:
     North America $ 1,135 $ 936 $ 2,071
     Asia (832 ) (166 ) (998 )
     Europe 4,621 181 4,802
Total $ 4,924 $ 951 $ 5,875

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~~14.~~

~~EARNINGS PER SHARE~~

~~The following table sets forth~~first quarter of 2016. Of this charge, $45.1 million was recorded in the ~~calculation of basic~~Company's North America operating segment, $41.6 million was recorded in its Asia operating segment and ~~diluted net earnings per common share under the two-class method for the three months ended March 31, 2015 and 2014:~~

   Three Months Ended
   March 31,
2015 2014

Numerator:
Net earnings $ 5,568 $ 2,503
Less dividends declared:
     Class A 131 130
     Class B 678 654
Undistributed earnings $ 4,759 $ 1,719

Undistributed earnings allocation - basic and diluted:
     Class A undistributed earnings $ 839 $ 312
     Class B undistributed earnings 3,920 1,407
     Total undistributed earnings $ 4,759 $ 1,719

Net earnings allocation - basic and diluted:
     Class A net earnings $ 970 $ 442
     Class B net earnings 4,598 2,061
     Net earnings $ 5,568 $ 2,503

Denominator:
Weighted-average shares outstanding:
     Class A - basic and diluted 2,175 2,175
     Class B - basic and diluted 9,670 9,335

Net earnings per share:
     Class A - basic and diluted $ 0.45 $ 0.20
     Class B - basic and diluted $ 0.48 $ 0.22

$21.9 million was recorded in its Europe operating segment.

~~15.~~14. RELATED PARTY TRANSACTIONS

In connection with ~~the~~its acquisition of Power Solutions, ~~in 2014,~~ the Company ~~maintains minority ownership~~acquired a 49% interest in a joint venture in the ~~PRC. See Note 2, Acquisitions and Disposition.~~ People's Republic of China ("PRC"). 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~~purchased $1.2 million ~~for~~of inventory ~~purchases~~ from the joint venture during the three months ended March 31, 2015. The Company did not purchase any inventory from the joint venture during the three months ended March 31, 2016. At March 31, ~~2015,~~2016, the Company owed the joint venture approximately ~~$0.8~~$0.5 million, which is included in accounts payable on the accompanying condensed consolidated balance sheet.

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

The information in this Management's Discussion and Analysis of Financial Condition and 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~~2015 Annual Report on Form 10-K and our consolidated financial statements and related notes set forth in Item 8 of Part II of our ~~2014~~2015 Annual Report on Form 10-K. See Part II, Item 1A, "Risk Factors," below and "Cautionary Notice Regarding Forward-Looking ~~Statements,~~Information," above, and the information referenced therein, for a description of risks that we face and important factors that we believe could cause actual results to differ materially from those in our forward-looking statements. All amounts and percentages are approximate due to 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 context indicates otherwise. All amounts noted within the tables are in thousands and amounts and percentages are approximate due to rounding.

Overview

Our Company

~~Bel designs, manufactures~~We design, manufacture and ~~markets~~market 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 operates~~We operate through three geographic segments: North America, Asia and Europe. In the three months ended March 31, ~~2015, 54%~~2016, 55% of the Company's revenues were derived from North America, ~~32%~~29% from Asia and ~~14%~~16% from its Europe operating segment. By product group, ~~39%~~35% of sales for the three months ended March 31, ~~2015~~2016 related to the Company's power solutions and protection products, ~~32% related to the Company's~~36% in connectivity solutions products and 29% ~~related to the Company's magnetics~~in magnetic products.

Our operating expenses are driven principally by the cost of labor where ~~we produce our products,~~the factories that Bel uses are located, the cost of the materials that we use and our ability to effectively and efficiently manage overhead costs. As labor and material costs vary by product line and region, any significant shift in product mix ~~of product sold may~~can have an associated impact on 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 ~~benefits~~fringes and related allocations of factory overhead. Our products are manufactured inat various facilities ~~globally.~~in the U.S., Mexico, Dominican Republic, England, Czech Republic, Slovakia and the PRC.

In the PRC, where we generally enter into processing arrangements with several independent third-party contractors and also 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, we have little visibility into the ordering habits of our customers and we can be subjected to large and unpredictable variations in demand for our products. Accordingly, 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 us for labor in the PRC.

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

Key Factors Affecting our Business

The Company believes the key factors affecting Bel's results for the three months ended March 31, ~~2015~~2016 and/or future results include the following:

~~Recent Acquisitions~~ – The Company completed its acquisition of Power Solutions in June 2014, and its acquisition of Connectivity Solutions in July 2014 and August 2014. During the three months ended March 31, 2015, the acquired companies contributed a combined $58.8 million of sales, respectively, and a combined $5.9 million in income from operations.

Revenues ~~– Excluding the revenue contributions from the 2014 Acquisitions as described in Note 2 above, the~~–The Company's revenues for the three months ended March 31, ~~2015 increased~~2016 decreased by ~~$0.6~~$20.8 million (or 14.7%) as compared to the three months ended March 31, ~~2014.~~2015 and by $14.1 million (or 10.4%) as compared to the three months ended December 31, 2015. We continued to experience softening of sales in the first quarter due to overall market conditions across all product lines. In addition, the loss of a design cycle within the Power Solutions business during the timeframe from pre-acquisition through mid-2015 when quality issues were resolved has resulted in significant declines in Power Solutions sales over the past year.

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. ~~As compared~~In general, our connectivity products have the highest contribution margins, our magnetic products are more labor intensive and are therefore less profitable than the connectivity products and our power products are on the lower end of our profit margin range, due to ~~the pre-2014 (legacy-Bel) business on average, the recently acquired Power Solutions business has lower margins and Connectivity Solutions has higher margins.~~their high material content. Fluctuations in sales volume ~~of Power Solutions or Connectivity Solutions products~~among our product groups will have a corresponding impact on Bel's profit margins.

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~~Pricing and Availability of Materials~~Impairment Charges – ~~Pricing and availability~~Due to continued market weakness in the first quarter of ~~components that constitute raw materials in our manufacturing processes have been stable for most of~~2016, the Company's product lines, although lead times on electrical components are still extended. Pricing of electrical components stabilized during the latter half of 2014. With regard to commodity pricing, the cost of certain commodities that are contained in componentsCompany reviewed its goodwill and other ~~raw materials, such as gold~~intangible assets for impairment. As a result of our preliminary analysis, we recorded our best estimate of $108.6 million of non-cash impairment charges related to our goodwill and ~~copper, were lower during~~indefinite-lived trademarks. We will be finalizing our analysis in the ~~three months ended March 31, 2015 as compared~~second quarter of 2016, and any resulting adjustments to the ~~three months ended March 31, 2014. Any fluctuations in component prices and other commodity prices associated with Bel's raw materials~~preliminary impairment charge will ~~have a corresponding impact on Bel's operating results.~~be recorded at that time.

Restructuring – The Company continues to implement restructuring programs ~~in connection with integrating the 2014 Acquisitions into the legacy-Bel structure. During the three months ended March 31, 2015, the~~to increase operational efficiencies. The Company incurred $0.2 million of restructuring charges during each of the three month periods ended March 31, 2016 and ~~these~~2015. These efforts are expected to continue ~~in 2015~~throughout 2016 and provide meaningful cost savings through facility consolidations and other streamlining actions.

~~Labor Costs~~ – Labor costs as a percentage of sales for the legacy-Bel business were 13.7% of sales during the three months ended March 31, 2015 as compared to 14.2% during the three months ended March 31, 2014. With the inclusion of the 2014 Acquisitions in our results, we expect lower consolidated labor costs as a percentage of sales in future periods. Labor costs for the Power Solutions business during the three months ended March 31, 2015 were 5.3% of their respective sales and Connectivity Solutions' labor costs were 7.4% of their respective sales.

~~Acquisition-Related Costs~~ – As a result of the 2014 Acquisitions, we incurred acquisition-related costs of $0.4 million in the three months ended March 31, 2015, which includes professional fees for independent valuations and independent audits performed. 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 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 impact that changes in foreign currencies may have on its operating results. See Selling, General and Administrative Expense ~~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 our pretax profits are earned. Of the geographic segments in which 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. ~~See~~As further discussed in Note 9, Income Taxes, we are working to resolve certain of the ~~condensed consolidated financial statements.~~tax exposures that were acquired with the Power Solutions business. Any future resolution or expiration of these tax exposures may result in a significantly lower effective tax rate during those periods.

With the integrations of the 2014 Acquisitions largely complete, our focus in 2015 will be on improving customer satisfaction through consistent delivery of quality products. Our outlook for 2015 includes modest growthWhile we continue to see general market weakness in our ~~magnetics~~industry, our current backlog has remained stable over the past quarter. We continue to introduce new products and ~~connectivity solutions product areas as we maintain and position our power~~have had recent design wins at larger tier-one customers, which should result in stronger sales within the Power Solutions business ~~to be~~for the ~~provider~~second half of choice for customers. With the implementation of cost synergies since the acquisition dates anticipated to provide over $12 million of annualized synergies, we believe the Company is well positioned for future sales growth to translate into meaningful contributions to our operating results.2016. The preceding discussions represent Forward-Looking Statements. See "Cautionary Notice Regarding Forward-Looking Statements."

Summary by Operating Segment

Net sales to external customers by operating segment for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 were as follows:

	Three Months Ended
	March 31,
	2016				2015
North America	$	66,300	55	%	$	76,760	54	%
Asia		35,762	29	%		45,521	32	%
Europe		19,120	16	%		19,734	14	%
	$	121,182	100	%	$	142,015	100	%

Three Months Ended
March 31,
2015 2014
    North America $ 76,760 54 % $ 28,732 35 %
    Asia 45,521 32 % 43,048 52 %
    Europe 19,734 14 % 10,866 13 %
$ 142,015 100 % $ 82,646 100 %

Sales in North America declined by $10.5 million, or 13.6%, during the first quarter of 2016 as compared to the same period of 2015, primarily due to the $8.3 million reduction in Power Solutions sales during that same time frame. See Net Sales, Power Solutions and Protection, below. The $9.8 million, or 21.4%, reduction in sales in Asia noted in the table above resulted from lower sales of DC/DC products and a reduction in customer demand for our ICM/TRP products in 2016.

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Net sales to external customers were favorably impacted in all segments during the three months ended March 31, 2015 due to the 2014 Acquisitions. Power Solutions, acquired in June 2014, contributed $33.4 million of its total net sales to North America, $7.9 million to Europe and $0.3 million to Asia. Connectivity Solutions, acquired in July and August 2014, contributed $14.5 million of its total net sales to North America, $1.6 million to Europe and $1.1 million to Asia.

Net sales and income from operations by operating segment for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 were as follows. Segment net sales are attributed to individual segments based on the geographic source of the billing for customer sales.

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2015			2014			2016			2015
Total segment sales:
North America	$	87,017		$	31,454		$	69,254		$	87,017
Asia		73,149			49,891			59,648			73,149
Europe		41,537			10,892			22,373			41,537
Total segment sales		201,703			92,237			151,275			201,703
Reconciling item:
Intersegment sales		(59,688	)		(9,591	)		(30,093	)		(59,688	)
Net sales	$	142,015		$	82,646		$	121,182		$	142,015

Income from operations:
North America	$	3,506		$	882		$	(43,187	)	$	3,470
Asia		666			1,673			(38,808	)		552
Europe		5,187			326			(21,412	)		5,025
	$	9,359		$	2,881		$	(103,407	)	$	9,047

The non-cash impairment charge recorded during the first quarter of 2016 related to goodwill and other intangible assets impacted all of the Company's operating segments. See Note 4, Goodwill and Other Intangible Assets, for further details of this charge and Note 13, Segments, for ~~details on contributions from~~ the ~~2014 Acquisitions to~~allocation of this charge by operating segment. Excluding this impairment charge, income from operations by ~~segment.~~

operating segment for the three months ended March 31, 2016 was $1.8 million for North America, $2.7 million for Asia and $0.6 million for Europe. The decline in North America was due to lower sales volume in 2016, partially offset by a $1.5 million reduction of value-added tax (VAT) expenses as discussed below. The improvement in Asia operating income in 2016 resulted from lower sales of low-margin power products during 2016 versus 2015, in addition to a $1.3 million reduction of VAT expenses. The income from operations for Europe in the first quarter of 2015 included $4.6 million of foreign exchange gains that were not recurring in 2016.

Net Sales

The Company's net sales by major product line for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 were as follows:

	Three Months Ended
	March 31,
	2016				2015
Magnetic solutions	$	35,507	29	%	$	40,902	29	%
Power solutions and protection		42,231	35	%		55,482	39	%
Connectivity solutions		43,444	36	%		45,631	32	%
	$	121,182	100	%	$	142,015	100	%

Three Months Ended
March 31,
2015 2014
Magnetic solutions $ 40,902 29 % $ 39,298 48 %
Power solutions and protection 55,482 39 % 13,178 16 %
Connectivity solutions 45,631 32 % 30,170 36 %
$ 142,015 100 % $ 82,646 100 %

The Company experienced volume increases in all product lines during the three months ended March 31, 2015 as compared to the same period of 2014 due to the incremental impact of the 2014 Acquisitions.

Magnetic Solutions:

~~The increase in magnetic solutions' sales was primarily~~We experienced reduced customer demand for our ICM/TRP products during the first quarter of 2016 as compared to 2015 due to the continued weakness in the macro environment. This resulted in a ~~$1.9~~$5.0 million ~~increase~~decrease in ~~Bel's integrated connector module (ICM)~~sales related to these products ~~which was partially offset by lower sales of discrete magnetic components.~~in 2016.

Power Solutions and Protection:

~~Excluding the incremental impact of the Power Solutions acquisition,~~The decline in power solutions and protection ~~net sales increased $0.6 million, or 4.8%, which~~products during the first quarter of 2016 as compared to the same quarter of 2015 was primarily ~~due~~attributable to an $8.3 million reduction in Power Solutions sales, a ~~$1.1~~reduction in DC/DC converter product sales of $3.2 million ~~increase in sales from our custom module products, which was partially offset by~~and a ~~$0.5~~$1.6 million decline in ~~sales from our legacy-Bel DC/DC products.~~custom module sales. This product group was also impacted by the general market softness which continued into 2016. The Power Solutions business is still showing year over year declines as we work through the new design cycles, which we were able to enter again in mid-2015 after quality issues had been resolved. As the design-to-market cycle for the Power Solutions business is approximately 18 months, we anticipate seeing some growth in this business in late 2016.

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Connectivity Solutions:

~~Excluding~~Sales declined as a result of weaker transportation and military sales, partially offset by improvements seen in distribution channel sales. We continued to see general market weakness across most market segments during the ~~incremental impact~~first quarter of 2016 with the Connectivity Solutions acquisition, connectivity solutions net sales decreased by $1.7 million, or 5.6%, which was primarily due to a $1.3 million decline in sales from our legacy-Bel passive connector productsexception of commercial aerospace and ~~lower sales of our Cinch products~~.Datacom.

Cost of Sales

Cost of sales as a percentage of net sales for the three months ended March 31, ~~2015~~2016 and ~~2014~~2015 consisted of the following:

	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2015			2014			2016			2015
Material costs		44.1	%		42.3	%		41.2	%		44.1	%
Labor costs		10.5	%		14.2	%		10.6	%		10.5	%
Research and development expenses		4.9	%		4.1	%		5.5	%		4.9	%
Other expenses		21.4	%		22.4	%		23.7	%		21.6	%
Total cost of sales		80.9	%		83.0	%		81.0	%		81.1	%

Material costs as a percentage of sales were ~~higher~~lower during the three months ended March 31, ~~2015~~2016 as compared to the same period of ~~2014,~~2015, primarily due to the ~~inclusion of the Power Solutions business, since~~decline in sales within our power solutions and protection group, as those products have a higher material content (approximately 51% of sales) as compared with the legacy-Bel products. Excluding the 2014 Acquisitions, legacy-Bel's material costs as a percentage of sales increased to 43.7% in the three months ended March 31, 2015 from 42.3% in the same period of 2014. This was due to the shift in the mix of products sold noted above, as legacy-Bel's custom modules carry a higher material content than ~~its passive connector products.~~

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 decreased slightly to 13.7% in the three months ended March 31, 2015 from 14.2% in the same period of 2014. This decrease was 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.our other product lines.

Included in cost of sales is research and development ("R&D") expense of $6.7 million for the three months ended March 31, 2016 and $7.0 million for the three months ended March 31, ~~2015~~2015.

The other expenses noted in the table above include fixed cost items such as support labor and ~~$3.4~~fringe, depreciation and amortization, and facility costs (rent, utilities, insurance). In total, these other expenses decreased during the first quarter of 2016 by $2.1 million ~~for~~as compared to the ~~three months ended March 31, 2014.~~same period of 2015. The ~~majority~~largest driver of the ~~increase relates~~decrease in fixed costs was in support labor and fringe expense, which declined by $1.1 million in 2016 as compared to 2015, due to the ~~incremental impact~~operational efficiencies and restructuring efforts implemented in 2015. The increase in other expenses as a percentage of ~~R&D expense~~sales is a function of ~~$3.8 million from~~ the ~~2014 Acquired Companies.~~lower sales base in 2016 as compared to 2015.

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

SG&A expense increased ~~$6.4~~$0.1 million in the three months ended March 31, ~~2015~~2016 as compared with the same period of ~~2014.~~2015. This increase consisted of the following:

Incremental impact of additional SG&A expense from the 2014 Acquisitions $ 9,792
Net unrealized gains on foreign currency revaluation (4,606 )
Increase in other legacy-Bel general and administrative expenses (primarily compensation
expense and acquisition-related costs) 1,233
$ 6,419

Net foreign currency exchange gains/losses	$	4,951
VAT expenses		(2,797	)
Legal and professional fees		(670	)
Other		(1,422	)
Total increase	$	62

The net ~~unrealized gains on~~ foreign currency ~~revaluation~~exchange gain/loss noted above ~~were~~was 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 three months ended March 31, 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.~~balances, resulting in a gain of $4.6 million. During the three months ended March 31, 2016, there was net foreign currency exchange loss of $0.3 million.

The $2.8 million reduction of the VAT expenses related to settlement of a tax liability which was originally recorded during the acquisition of the Power Solutions business. The reduction in legal and professional fees noted above was due to the expiration of the Power Solutions transition services agreement late in the first quarter of 2015. Other declines in SG&A during the first quarter of 2016 as compared to 2015 related primarily to a $0.6 million reduction in salaries and fringe expense and $0.3 million in lower office expenses, due to the recent restructuring efforts, as well as a $0.4 million reduction in acquisition-related costs as compared to the first quarter of 2015.

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Impairment of Goodwill and Other Intangible Assets

During the three months ended March 31, 2016, the Company recorded a non-cash goodwill and other intangibles impairment charge of $108.6 million. See Note 4, Goodwill and Other Intangible Assets, for details. The impairment charge does not impact in any future cash expenditures, impact liquidity, affect the ongoing business or financial performance, or impact compliance with our debt covenants.

Provision 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.

~~Return to Index~~

The (benefit) provision for income taxes for the three months ended March 31, 2016 and 2015 ~~and 2014~~ was ~~$2.0~~($4.9) million and ~~$0.4~~$2.0 million, respectively. The Company's (loss) earnings before (benefit) provision for income taxes for the three months ended March 31, ~~2015~~2016 were approximately ~~$4.7~~$112.8 million ~~higher~~lower than the same period in ~~2014.~~2015, primarily attributable to the $108.6 million impairment of the goodwill and intangible assets during the three months ended March 31, 2016. The Company's effective tax rate was ~~26.6%~~(4.6%) and ~~13.8%~~26.8% for the three month periods ended March 31, ~~2015~~2016 and ~~2014,~~2015, respectively. The change in the effective tax rate during the three months ended March 31, ~~2015~~2016 as compared to the same period of ~~2014,~~2015, is primarily attributable to the ~~increase in~~tax effect related to the impairment of the goodwill and intangible assets, as well as the settlement of the liability for uncertain tax positions. U.S. taxes resulting from taxes related to uncertain tax positions and foreign acquired disregarded entity income, offset in part by a reversal of valuation allowances for capital loss carryforwards. In addition, there was a significant increase in the Europe segment pre-tax income offset by a decrease in the Asia segment pre-tax income which resulted in higher foreign taxeswere lower during the three months ended March 31, ~~2015~~2016 compared to the same period of ~~2014.~~2015 due to a decrease in the North America segment's pre-tax income. Foreign taxes were also lower in the first quarter of 2016 due to a significant decrease in the Europe segment income, offset in part by an increase in the Asia segment income.

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 ~~$68.7~~$59.0 million at March 31, ~~2015~~2016 and ~~$67.2~~$67.9 million at December 31, ~~2014~~2015 (representing ~~87%~~85% and 80%, respectively, of total cash on hand at each period). 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.

Cash and cash equivalents, marketable securities and accounts receivable comprised approximately 32.8% of the Company's total assets at March 31, 2016 and 29.4% of total assets at December 31, 2015. The Company's current ratio (i.e., the ratio of current assets to current liabilities) was 2.6 to 1 at March 31, 2016 and 2.3 to 1 at December 31, 2015.

On June 19, 2014, the Company entered into a senior Credit and Security Agreement ("CSA") (see Note 8, Debt, for additional details). The CSA 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").~~charges. 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.

In March 2016, the Company amended the terms of the CSA to modify (i) the date by which the Company was obligated to make excess cash flow prepayments in 2016 on account of excess cash flow achieved for fiscal year 2015, (ii) the method of application of mandatory and voluntary prepayments related to the Company's loans, and (iii) the maximum Leverage Ratio of the Company allowed under the CSA for the period from the effective date of the amendment through September 2017. In connection with this amendment to the CSA, the Company paid $0.7 million of deferred financing costs, and the modification to the amortization schedule resulted in $0.5 million of existing deferred financing costs to be accelerated and recorded as interest expense during the first quarter of 2016.

At March 31, ~~2015,~~2016, 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 March 31, ~~2015~~2016 was ~~$27.0~~$50.0 million, of which we had the ability to borrow ~~$22.9~~$36.7 million without violating our Leverage Ratio covenant based on the Company's existing consolidated EBITDA.

Cash Flows

Three Months Ended March 31, 2016

During the three months ended March 31, ~~2015,~~2016, the Company's cash and cash equivalents ~~increased~~decreased by ~~$1.5~~$16.0 million. This ~~increase~~decrease was primarily due to the following:

·	~~net cash proceeds of $9.0 million received from the NPS sale and related transactions; and~~

·	~~other net cash provided by operating activities of $7.2 million, including the impact of the changes in accounts receivable and inventories described below.~~

~~These items were partially offset by:~~Return to Index

·	repayments of long-term debt of ~~$11.7~~$21.6 million;

·	purchases of property, plant and equipment of ~~$2.8~~$1.6 million; and

·	~~payments~~net cash provided by operations of ~~dividends of $0.8~~$8.9 million.

During the three months ended March 31, ~~2015,~~2016, accounts receivable decreased by ~~$4.6~~$9.6 million primarily due to lower sales volume in the first quarter of ~~2015~~2016 as compared to the fourth quarter of ~~2014.~~2015. Days sales outstanding (DSO) declined slightly to 5958 days at March 31, ~~2015~~2016 from 6259 days at December 31, ~~2014. Inventories decreased by $0.3 million during the three months ended March 31, 2015 as, among other factors, production~~2015. Inventory levels ~~during the first quarter of 2015~~ were ~~lower due to the Chinese New Year holiday. Inventory turns declined to 4.1 times per year~~flat at March 31, ~~2015 from 4.3 times per year at~~2016 compared to December 31, ~~2014.~~2015.

As compared with the three months ended March 31, ~~2014,~~2015, cash provided by operating activities ~~increased $14.4 million. Excluding~~decreased $7.3 million, primarily due to the ~~net cash proceeds received from~~decline in sales.

Three Months Ended March 31, 2015

On January 23, 2015, the Company completed the sale of the Network Power Systems ("NPS") product line and related transactions of the acquired Power Solutions business to Unipower LLC ("Unipower") for $9.0 million in cash. The sale also included $1.0 million of escrow pending Unipower's realization of certain sales targets. The transaction provided that Bel will move processes and people to 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.

As a result of the sale and related transactions, ~~cash provided by operating activities increased $5.4 million.~~

~~Cash and cash equivalents, marketable securities and accounts receivable comprised approximately 27.7%~~the Company recorded deferred revenue of $9.0 million during the ~~Company's total assets at~~three months ended March 31, 2015 and ~~27.8~~%recognized net sales of ~~total assets at December 31, 2014. The Company's current ratio (i.e.,~~$1.1 million and $0.9 million in the ~~ratio~~condensed consolidated statement of ~~current assets to current liabilities) was 2.5 to 1 at~~operations for the three months ended March 31, 2016 and 2015, respectively. The Company will recognize the $1 million currently in escrow when and ~~2.6 to 1 at December 31, 2014.~~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.

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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 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 of Presentation and Accounting Policies," included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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 three months ended March 31, ~~2015.~~2016. 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, ~~2014~~2015 for further discussion of market risks.

Item 4. Controls and Procedures

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

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Changes in internal controls over financial reporting: There were no changes in the Company's internal controls over financial reporting that occurred during the three months ended March 31, ~~2015~~2016 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. Other Information

Item 1.Legal Proceedings

The information called for by this Item is incorporated herein by reference to Note 12 of the Company's Financial Statements, under "Legal Proceedings", as set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q. 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.~~Factors

See Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2014.~~2015. 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.

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Item 6. Exhibits

(a)Exhibits:


10.1	Second Amendment Agreement, dated as of March 21, 2016, by and among the Company, the Lenders defined in the Company's Credit and Security Agreement, dated as of June 19, 2014, as amended and restated as of June 30, 2014, and KeyBank National Association, as administrative agent for such lenders, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2016.

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 Financial Officer and 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 Financial Officer and 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.

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SIGNATURES

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

	BEL FUSE INC.
May ~~8, 2015~~10, 2016
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)

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EXHIBIT INDEX

Exhibit 10.1 – Second Amendment Agreement, dated as of March 21, 2016, by and among the Company, the Lenders defined in the Company's Credit and Security Agreement, dated as of June 19, 2014, as amended and restated as of June 30, 2014, and KeyBank National Association, as administrative agent for such lenders, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 22, 2016.

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 Financial Officer and 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 Financial Officer and 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.

~~Return to Index~~

	Power Solutions			Connectivity Solutions			2014 Acquisitions
	June 19,			July 25/August 29,			Acquisition-Date
	2014			2014⁽¹⁾			Fair Values
	(As adjusted)			(As adjusted)			(As adjusted)
Cash	$	20,912		$	6,544		$	27,456
Accounts receivable		29,389			9,375			38,764
Inventories		36,429			17,632			54,061
Other current assets		7,350			2,615			9,965
Property, plant and equipment		28,175			9,900			38,075
Intangible assets		33,220			40,000			73,220
Other assets		19,171			2,345			21,516
Total identifiable assets		174,646			88,411			263,057

Accounts payable		(26,180	)		(10,682	)		(36,862	)
Accrued expenses		(25,545	)		(5,307	)		(30,852	)
Other current liabilities		223			(57	)		166
Noncurrent liabilities		(42,062	)		(17,314	)		(59,376	)
Total liabilities assumed		(93,564	)		(33,360	)		(126,924	)
Net identifiable assets acquired		81,082			55,051			136,133
Goodwill		49,710			50,306			100,016
Net assets acquired	$	130,792		$	105,357		$	236,149


Cash paid	$	130,792		$	105,357		$	236,149
Assumption of liability		-			-			-
Fair value of consideration
transferred		130,792			105,357			236,149
Deferred consideration		-			-			-
Total consideration paid	$	130,792		$	105,357		$	236,149


	Liability at				Cash Payments			Liability at
	December 31,		New		and Other			March 31,
	2014		Charges		Settlements			2015
Severance costs	$	-	$	158	$	(85	)	$	73
Other restructuring costs		-		-		-			-
Total	$	-	$	158	$	(85	)	$	73

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

Balance at January 1, 2015	$	(9,365	)	$	429	$	(3,026	)		$	(11,962	)
Other comprehensive (loss) income before reclassifications		(10,364	)		54		-				(10,310	)
Amount reclassified from accumulated other
comprehensive loss		-			-		64		(a)		64
Net current period other comprehensive (loss) income		(10,364	)		54		64				(10,246	)

Balance at March 31, 2015	$	(19,729	)	$	483	$	(2,962	)		$	(22,208	)

(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.


	Power			Connectivity			2014
	Solutions			Solutions			Acquisitions
Sales to External Customers:
North America	$	33,400		$	14,489		$	47,889
Asia		350			1,078			1,428
Europe		7,915			1,578			9,493
Total	$	41,665		$	17,145		$	58,810

Income from Operations:
North America	$	1,135		$	936		$	2,071
Asia		(832	)		(166	)		(998	)
Europe		4,621			181			4,802
Total	$	4,924		$	951		$	5,875

Incremental impact of additional SG&A expense from the 2014 Acquisitions	$	9,792
Net unrealized gains on foreign currency revaluation		(4,606	)
Increase in other legacy-Bel general and administrative expenses (primarily compensation
expense and acquisition-related costs)		1,233
	$	6,419