FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

Commission file number: 11676

BEL FUSE INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)

New Jersey 22--1463699
- -------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

206 Van Vorst Street
Jersey City, New Jersey 07302
----------------------------------------
(Address of principal executive offices)
(Zip Code)

201-432-0463
----------------------------------------------------
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed
since last report)

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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

At August 1, 2001, there were 2,664,299 shares of Class A Common Stock,
$.10 par value, outstanding and 8,075,917 shares of Class B Common Stock, $.10
par value, outstanding.

BEL FUSE INC.

INDEX

Page Number
-----------
Part I Financial Information

Item 1 Financial Statements .................................... 1

Consolidated Balance Sheets as of June 30, 2001
(unaudited) and December 31, 2000 ....................... 2 - 3

Consolidated Statements of Operations and
Comprehensive Income for the Three and Six Months Ended
June 30, 2001 and 2000 (unaudited) ...................... 4 - 5

Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 2001 and 2000 (unaudited) ......... 6 - 7

Notes to Consolidated Financial Statements (unaudited) .. 8 - 10

Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations ..................... 11 - 15

Item 3 Quantitative and Qualitative Disclosures About Market
Risk .................................................... 16

Part II Other Information

Item 1 Legal Proceedings ....................................... 17

Item 4 Submission of Matter to a Vote of Security Holders ...... 17

Item 6 Exhibits and Reports on Form 8-K ........................ 17

Signatures ........................................................ 18

PART I. Financial Information

Item 1. Financial Statements

Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted from the following
consolidated financial statements pursuant to the rules and regulations of the
Securities and Exchange Commission. It is suggested that the following
consolidated financial statements be read in conjunction with the year-end
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.

The results of operations for the six month period ended June 30, 2001 are
not necessarily indicative of the results for the entire fiscal year or for any
other period.

-1-

BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

ASSETS

June 30, December 31,
2001 2000
------------ ------------
(Unaudited)
Current Assets:
Cash and cash equivalents ............... $ 62,794,322 $ 62,587,033
Marketable securities ................... 180,008 231,431
Accounts receivable, less allowance
for doubtful accounts of $945,000 ...... 15,114,678 25,165,748
Inventories ............................. 22,473,173 30,259,606
Prepaid expenses and other current
assets ................................. 671,151 318,120
Refundable income taxes ................. 790,361 --
Deferred income taxes ................... 801,000 654,000
------------ ------------
Total Current Assets ................... 102,824,693 119,215,938

Property, plant and equipment - net .......... 41,578,140 39,738,064

Goodwill-net of amortization of $4,427,689
and $3,548,401 .............................. 15,037,020 10,241,051

Other assets ................................. 321,052 318,352
------------ ------------
TOTAL ASSETS ........................... $159,760,905 $169,513,405
============ ============

See notes to consolidated financial statements.

-2-

BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY

June 30, December 31,
2001 2000
------------ ------------
(Unaudited)
Current Liabilities:
Accounts payable ........................ $ 8,300,391 $ 13,038,299
Accrued expenses ........................ 6,599,880 8,058,326
Dividends payable ....................... 402,000 399,700
------------ ------------

Total Current Liabilities .............. 15,302,271 21,496,325

Deferred income taxes ........................ 6,743,000 7,001,000
------------ ------------
Total Liabilities ...................... 22,045,271 28,497,325
------------ ------------

Stockholders' Equity:
Preferred stock, no par value -
authorized 1,000,000 shares;
none issued ........................... -- --
Class A common stock, par value
$.10 per share - authorized
10,000,000 shares; outstanding
2,660,765 and 2,646,828 shares
(net of 1,072,770 treasury shares) .... 266,077 264,683
Class B common stock, par value
$.10 per share - authorized
30,000,000 shares; outstanding
8,064,767 and 7,993,783 shares
(net of 3,218,310 treasury shares) .... 806,477 799,379
Additional paid-in capital .............. 10,478,486 9,419,553
Retained earnings ....................... 126,135,108 130,470,576
Cumulative other comprehensive
income ................................. 29,486 61,889
------------ ------------
Total Stockholders' Equity ............. 137,715,634 141,016,080
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY ................................ $159,760,905 $169,513,405
============ ============

See notes to consolidated financial statements.

-3-

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

Six Months Ended Three Months Ended
June 30, June 30,
---------------------------- ----------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------

Sales .................................. $ 55,779,903 $ 59,855,125 $ 22,076,118 $ 33,721,946
------------ ------------ ------------ ------------
Costs and Expenses:
Cost of sales ..................... 49,658,562 37,647,443 29,386,997 20,942,948
Selling, general and
administrative expenses .......... 11,119,255 10,745,553 5,494,111 5,575,859
------------ ------------ ------------ ------------
60,777,817 48,392,996 34,881,108 26,518,807
------------ ------------ ------------ ------------
Income (loss) from operations .......... (4,997,914) 11,462,129 (12,804,990) 7,203,139

Other income - net ..................... 1,519,482 2,084,156 693,876 607,345
------------ ------------ ------------ ------------
Earnings (loss) before income taxes .... (3,478,432) 13,546,285 (12,111,114) 7,810,484

Income tax provision (benefit) ......... 55,000 2,515,000 (1,001,000) 1,251,000
------------ ------------ ------------ ------------
Net earnings (loss) .................... $ (3,533,432) $ 11,031,285 $(11,110,114) $ 6,559,484
------------ ------------ ------------ ------------
Basic earnings (loss) per common
share ................................. $ (0.33) $ 1.04 $ (1.04) $ 0.62
------------ ------------ ------------ ------------
Diluted earnings (loss) per common
share ................................. $ (0.33) $ 1.01 $ (1.04) $ 0.60
------------ ------------ ------------ ------------
Weighted average number of
common shares outstanding-basic ....... 10,684,149 10,567,240 10,714,868 10,578,765
------------ ------------ ------------ ------------
Weighted average number of
common shares outstanding and
potential common shares - diluted ..... 10,684,149 10,878,914 10,714,868 10,901,506
------------ ------------ ------------ ------------

See notes to consolidated financial statements.

-4-

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

Six Months Ended Three Months Ended
June 30, June 30,
------------------------------------------------------------
2001 2000 2001 2000
------------ ------------ ------------ ------------

Net earnings (loss) .................... $ (3,533,432) $ 11,031,285 $(11,110,114) $ 6,559,484

Other comprehensive income
(expense), net of income
taxes:
Unrealized (loss) gain on marketable
securities ......................... (30,000) (482,218) (30,000) 20,694
Foreign currency
translation adjustment ............. (2,403) (6,939) 5,153 1,053
------------ ------------ ------------ ------------
Comprehensive income (loss) ............ $ (3,565,835) $ 10,542,128 $(11,134,961) $ 6,581,231
============ ============ ============ ============

See notes to consolidated financial statements.

-5-

BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

Six Months Ended
June 30,
----------------------------
2001 2000
------------ ------------

Cash flows from operating activities:
Net income (loss) ............................ $ (3,533,432) $ 11,031,285
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization ................. 3,462,951 2,791,819
Inventory write-off ........................... 12,000,000 --
Gain on sale of marketable
securities ................................... -- (1,012,095)
Deferred income taxes ......................... (385,000) --
Other ......................................... 217,000 121,000
Changes in operating assets and
liabilities - net of acquisitions ............ (1,458,797) 2,398,886
------------ ------------
Net Cash Provided by Operating Activities .. 10,302,722 15,330,895
------------ ------------

Cash flows from investing activities:
Purchase of property, plant and
equipment .................................... (4,217,567) (2,672,820)
Payment for acquisitions - net of cash acquired (5,943,046) --
Proceeds from sale of marketable
securities ................................... -- 2,071,157
Purchase of marketable securities ............. -- (773,253)
Proceeds from repayment by contractors ........ 14,500 64,500
------------ ------------
Net Cash Used in Investing Activities ...... (10,146,113) (1,310,416)
------------ ------------

Cash flows from financing activities:
Proceeds from exercise of stock options ....... 850,416 250,677
Dividends paid to common shareholders ......... (799,736) (789,263)
------------ ------------
Net Cash Provided by (Used in)
Financing Activities ......................... 50,680 (538,586)
------------ ------------
Net increase in Cash ............................... 207,289 13,481,893

Cash and Cash Equivalents - beginning of period .... 62,587,033 31,382,629
------------ ------------
Cash and Cash Equivalents - end of period .......... $ 62,794,322 $ 44,864,522
============ ============

See notes to consolidated financial statements.

(continued)

-6-

BEL FUSE INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Continued)
(unaudited)

Six Months Ended
June 30,
----------------------------
2001 2000
------------ ------------
Changes in operating assets and
liabilities-net of acquisitions consist of:
(Increase) decrease in accounts receivable $ 10,051,864 $ (2,850,921)
(Increase) decrease in inventories ........ (4,153,091) 1,513,141
Increase in prepaid expenses and
other current assets .................... (420,973) (480,086)
Increase in refundable income taxes ....... (790,361) --
Increase in other assets .................. (2,700) (5,191)
Increase (decrease) in accounts payable ... (4,705,386) 1,517,841
Increase (decrease) in accrued expenses ... (1,438,150) 1,613,291
Increase in income taxes payable .......... -- 1,090,811
------------ ------------
$ (1,458,797) $ 2,398,886
============ ============
Supplementary information:
Cash paid during the period for:

Income taxes .............................. $ 955,000 $ 830,000
============ ============

Non-Cash Investing Activities:

Unrealized loss on marketable securities .. $ (30,000) $ (482,228)
============ ============
Acquisitions:

Fair value of net assets acquired
(excluding cash of $341,954) ............ $ 267,789
Identified intangibles .................... 5,675,257
------------
Cash paid ................................. $ 5,943,046
============

See notes to consolidated financial statements.

-7-

BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. The consolidated balance sheet as of June 30, 2001, and the consolidated
statements of operations and comprehensive 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 financial position,
results of operations and comprehensive income (loss) and cash flows for all
periods presented have been made. The information for December 31, 2000 was
derived from audited financial statements.

2. Acquisitions

On May 11, 2001, the Company acquired E-Power Ltd. ("E-Power") and the
assets of Current Concepts, Inc. ("Current Concepts") for an aggregate of
$6,285,000 in cash (including acquisition expenses). The Company will be
required to make contingent payments up to approximately $7.6 million should the
acquired companies reach various sales levels. The transactions were accounted
for using the purchase method of accounting, and accordingly, the results of
operations of Current Concepts and E-Power have been included in the Company's
consolidated financial statements since the date of acquisition. Purchase price
allocations were based on preliminary management estimates and will be adjusted,
if necessary, when formal appraisals have been completed. The excess of the
purchase price over the net assets acquired is approximately $5.7 million and is
being amortized on a straight-line basis over a period of 3 to 15 years. The
following unaudited pro forma summary results project information as if Current
Concepts and E-Power had been acquired as of the beginning of the Company's 2000
fiscal year:

Six Months Ended
June 30,
--------------------------------
2001 2000
------------- --------------
Sales ..................................... $ 55,867,166 $ 59,922,689
Net Income (loss) ......................... (4,089,274) 10,497,090
Earnings (loss) per share-diluted ......... (0.38) 0.96

3. Earnings (Loss) Per Share

Basic earnings (loss) per common share are computed using the weighted
average number of common shares outstanding during the period. Diluted earnings
per common share are computed using the weighted average number of common shares
and potential common shares outstanding during the period. For the six months
and three months ended June 30, 2001 potential common shares were not used in
the computation of diluted loss per common share as their effect would be
antidilutive.

-8-

BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Business Segment Information

The Company does not have reportable operating segments as defined in
Statement of Financial Accounting Standards No. 131, "Disclosures about Segments
of an Enterprise and Related Information". The method for attributing revenues
for interim purposes is based on total shipments from the country of origination
less intergeographic revenues. The Company operates facilities in the United
States, Europe and the Far East. The primary criteria by which financial
performance is evaluated and resources are allocated include revenues and
operating income. The following is a summary of key financial data:

Six Months Ended Three Months Ended
June 30, June 30,
---------------------------- -----------------------------
2001 2000 2001 2000
------------ ------------ ------------ -------------

Total Revenues:
United States ....... $ 25,908,420 $ 34,576,951 $ 9,555,351 $ 20,510,630
Asia ................ 54,987,731 57,137,881 18,751,438 31,140,306
Less intergeographic
revenues ........... (25,116,248) (31,859,707) (6,230,671) (17,928,990)
------------ ------------ ------------ ------------
$ 55,779,903 $ 59,855,125 $ 22,076,118 $ 33,721,946
============ ============ ============ ============

Income (loss) from
Operations:
United States ....... $829,508 $ 1,601,221 $ (222,813) $ 611,489
Asia ................ (5,827,422) 9,860,908 (12,582,177) 6,591,650
------------ ------------ ------------ ------------
$ (4,997,914) $11,462,129 $(12,804,990) $ 7,203,139
============ =========== ============ ============

5. On May 10, 2000 the Board of Directors authorized the repurchase of up to 10%
of the Company's outstanding shares. To date the Company purchased and retired
23,600 Class B common shares at a cost of approximately $808,000, which reduced
the number of Class B common shares outstanding.

-9-

BEL FUSE INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. New Financial Accounting Standards

Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, is effective for all fiscal years
beginning after June 15, 2000. SFAS 133, as amended, establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. Under SFAS
133, certain contracts that were not formerly considered derivatives may now
meet the definition of a derivative. The Company adopted SFAS 133 effective
January 1, 2001. Management has concluded that the adoption of SFAS 133 has not
had a significant impact on the consolidated financial position, results of
operations, or cash flows of the Company.

On June 29, 2001, the Financial Accounting Standards Board (FASB) approved
for issuance Statement of Financial Accounting Standards (SFAS) 141, Business
Combinations, and SFAS 142, Goodwill and Intangible Assets. Major provisions of
these Statements are as follows: all business combinations initiated after June
30, 2001 must use the purchasing method of accounting; the pooling of interest
method of accounting is prohibited except for transactions recorded separately
for goodwill if they arise from contractual or other legal rights or are
separable from the acquired entity and can be sold, transferred, licensed,
rented or exchanged, either individually or as part of a related contract, asset
or liability; goodwill and intangible assets with indefinite lives are not
amortized but are tested for impairment annually, except in certain
circumstances, and whenever there is an impairment indicator; all acquired
goodwill must be assigned to reporting units for purposes of impairment testing
and segment reporting; effective January 1, 2002, goodwill will no longer be
subject to amortization. Although it is still reviewing the provisions of these
Statements, management's preliminary assessment is that these Statements will
not have a material impact on the Company's financial position or results of
operations other than the cessation of goodwill amortization.

-10-

Management's Discussion and Analysis of Financial Condition and Results
of Operations
- ------------------------------------------------------------------------

The Company's quarterly and annual operating results are affected by a wide
variety of factors that could materially and adversely affect revenues and
profitability, including the following: (a) the risk that the Company may be
unable to respond adequately to rapidly changing technological developments in
its industry, (b) risks associated with its Far East operations, (c) the highly
competitive nature of the Company's industry and the impact that competitors'
new products and pricing may have upon the Company, (d) the likelihood that
revenues may vary significantly from one accounting period to another accounting
period due to a variety of factors, including customers' buying decisions, the
Company's product mix and general market and economic conditions, (e) the
Company's reliance on certain substantial customers, (f) risks associated with
the Company's ability to manufacture and deliver products in a manner that is
responsive to its customers' needs and (g) market and competitive factors
impacting the Company's customers. As a result of these and other factors, the
Company may experience material fluctuations in future operating results on a
quarterly or annual basis, which could materially and adversely affect its
business, financial condition, operating results, and stock prices. Furthermore,
this document and other documents filed by the Company with the Securities and
Exchange Commission (the "SEC") contain certain Forward-Looking Statements under
the Private Securities Litigation Reform Act of 1995 ("Forward-Looking
Statements") with respect to the business of the Company. These Forward-Looking
Statements are subject to certain risks and uncertainties, including those
mentioned above, and those detailed in Item 1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2000, 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. An investment in the Company involves various risks,
including those mentioned above and those which are detailed from time to time
in the Company's SEC filings.

-11-

Results of Operations

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

Percentage of Net Sales
--------------------------------------------
Six Months Ended Three Months Ended
June 30, June 30,
---------------------- ---------------------
2001 2000 2001 2000
------ ------ ------ ------

Net sales ....................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales ................................... 89.0 62.9 133.1 62.1
Selling, general and
administrative expenses ....................... 19.9 18.0 24.9 16.5
Other income - net .............................. 2.7 3.5 3.1 1.8
Earnings (loss) before income
tax provision ................................. (6.3) 22.6 (54.8) 23.2
Income tax provision (benefit) .................. -- 4.2 (4.5) 3.7
Net earnings (loss) ............................. (6.3) 18.4 (50.3) 19.5

The following table sets forth, for the periods indicated, the percentage
increase (decrease) of items included in the Company's consolidated statements
of operations.

Increase (Decrease) from Prior Period
------------------------------------------
Six Months Ended Three Months Ended
June 30, 2001 June 30, 2001
compared with 2000 compared with 2000
------------------- -------------------

Net sales ................................. (6.8)% (34.5)%
Cost of sales ............................. 31.9 40.3
Selling, general and
administrative expenses ................. 3.5 (1.5)
Other income - net ........................ (27.1) 14.2
Earnings (loss) before
income tax provision ..................... (125.7) (255.0)
Income tax provision (benefit) ............ (97.8) (180.0)
Net earnings (loss) ....................... (132.0) (269.4)

-12-

Six Months ended June 30, 2001 vs.
Six Months ended June 30, 2000

Net Sales

Net sales decreased 6.8% from $59,855,125 during the first six months of
2000 to $55,779,903 during the first six months of 2001. The Company attributes
this decrease to the decline in demand affecting the global electronics
industry. Although all product lines experienced sales decreases except for
integrated connector modules ("ICM"), the telecommunications and networking
segments were particularly depressed.

Several of the Company's customers are facing difficult market conditions.
Some customers have delayed purchase orders, while others have cancelled
purchase orders outright. As a result of these potential difficulties, the
Company believes that third quarter 2001 revenue levels and earnings should
approximate second quarter 2001 exclusive of the after tax charge for inventory
of $11,700,000. This projection represents a Forward - Looking Statement. Actual
results could differ materially from this statement, depending in large part
upon market conditions in the Company's industry.

Cost of Sales

Cost of sales as a percentage of net sales increased 26.1% to 89.0% during
the first six months of 2001 from 62.9 % during the first six months of 2000.
The increase in the cost of sales percentage is primarily attributable to a
$12.0 million inventory write-off of surplus and obsolete inventory and
non-cancelable purchase commitments. This provision reflects the Company's
assessment of current business levels and its belief that its customers will
ultimately seek next generation products when and if a recovery occurs. Also
contributing to the increase in cost of sales are manufacturing inefficiencies
due to reduced sales volume and sales with lower or no gross profit margins.

Selling, General and Administrative Expenses

The percentage relationship of selling, general and administrative expenses
to net sales increased 1.9% to 19.9% during the first six months of 2001 from
18.0% during the first six months of 2000. The Company attributes the percentage
increase primarily to decreased sales. Selling, general and administrative
expenses increased in dollar amount by approximately 3.5%. The Company
attributes the increase in dollar amount of such expenses primarily to a wage
continuance benefit of approximately $700,000 under the terms of the Chairman of
the Board's employment agreement offset in part by reduced sales and marketing
salaries and related expenses. The Company's Chairman died in July 2001.

Other Income and Expense

Other income, consisting principally of gain on the sale of marketable
securities during the first six months of 2000, and interest earned on cash and
cash equivalents, decreased by approximately $565,000 during the first six
months of 2001 compared to the first six months of 2000. The decrease is due to
the $1.0 million gain on the sale of marketable securities during the quarter
ended June 30, 2000 offset by higher interest income due to higher cash and cash
equivalent balances.

-13-

Provision for Income Taxes

The provision for income taxes for the first six months of 2001 was $55,000
as compared to $2,515,000 for the first six months of 2000. The decrease in the
provision is due primarily to lower worldwide taxable income, lower United
States taxes resulting from the gain on the sale of marketable securities in
2000 versus 2001 and foreign losses arising from inventory provisions in 2001.

Three Months ended June 30, 2001 vs.
Three Months ended June 30, 2000

Net Sales

Net sales decreased 34.5% from $33,721,946 during the second quarter of
2000 to $22,076,118 during the second quarter of 2001. The Company attributes
this decrease primarily to the reasons set forth in the six-month analysis.

Cost of Sales

Cost of sales as a percentage of net sales increased 71% to 133.1% during
the second quarter of 2001 from 62.1 % during the second quarter of 2000. The
increase in the cost of sales percentage is primarily attributable to the
reasons set forth in the six-month analysis.

Selling, General and Administrative Expenses

The percentage relationship of selling, general and administrative expenses
to net sales increased 8.4% to 24.9% during the second quarter of 2001 from
16.5% during the second quarter of 2000. The Company attributes the percentage
increase primarily to the reasons set forth in the six-month analysis. Selling,
general and administrative expenses decreased in dollar amount by approximately
1.5%. The Company attributes the decrease in dollar amount of such expenses
primarily to the reasons set forth in the six-month analysis.

Other Income and Expense

Other income, consisting principally of interest earned on cash and cash
equivalents, increased by approximately $86,000 during the second quarter of
2001, compared to the second quarter of 2000. The increase is due to higher
interest income due to higher cash and cash equivalent balances.

Provision for Income Taxes

The provision (benefit) for income taxes for the second quarter of 2001 was
$(1,001,000) as compared to $1,251,000 for the second quarter of 2000. The
decrease in the provision is due primarily to the reasons set forth in the
six-month analysis.

-14-

Liquidity and Capital Resources

Historically, the Company has financed its capital expenditures through
cash flows from operating activities. Management believes that the cash flow
from operations, combined with its existing capital base and the Company's
available lines of credit, will be sufficient to fund its operations for the
near term. This statement represents a Forward-Looking Statement. Actual results
could differ materially from such statement if the Company experiences
substantial unanticipated cash requirements.

The Company has lines of credit, all of which were unused at June 30, 2001,
in the aggregate amount of $14 million, of which $12 million is from domestic
banks and $2 million is from foreign banks.

On May 11, 2001, the Company acquired E-Power Ltd. ("E-Power") and the
assets of Current Concepts, Inc. ("Current Concepts") for an aggregate
$6,285,000 in cash (including acquisition expenses). The Company will be
required to make contingent payments up to approximately $7.6 million should the
acquired companies reach various sales levels. The transactions were accounted
for using the purchase method of accounting, and accordingly, the results of
operations of Current Concepts and E-Power have been included in the Company's
financial statements since the date of acquisition. Purchase price allocations
were based on preliminary management estimates and will be adjusted, if
necessary, when formal appraisals have been completed. The excess of the
purchase price over the net assets acquired is approximately $5.7 million and is
being amortized on a straight-line basis over a period of 3 to 15 years.

On May 10, 2000 the Board of Directors authorized the repurchase of up to
10% of the Company's outstanding shares. To date the Company purchased and
retired 23,600 Class B common shares at a cost of approximately $808,000, which
reduced the number of Class B common shares outstanding.

During the first six months of 2001, the Company's cash and cash
equivalents increased by approximately $.2 million, reflecting approximately
$10.3 million provided by operating activities, offset, in part, by $5.9 million
in payments for acquisitions, net of cash acquired and approximately $4.2
million in purchases of plant and equipment.

Cash and cash equivalents and accounts receivable comprised approximately
48.8% and 51.9% of the Company's total assets at June 30, 2001 and December 31,
2000, respectively. The Company's current ratio (i.e., the ratio of current
assets to current liabilities) was 6.7 to 1 and 5.5 to 1 at June 30, 2001 and
December 31, 2000, respectively.

New Financial Accounting Standards

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Item 3. Qualitative and Quantitative Disclosure About Market Risk

Fair Value of Financial Instruments-- The following disclosure of the
estimated fair value of financial instruments is made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
"Disclosures about Fair Value of Financial Instruments". The estimated fair
values of financial instruments have been determined by the Company using
available market information and appropriate valuation methodologies.

However, considerable judgment is required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented herein
are not necessarily indicative of the amounts that the Company could realize in
a current market exchange.

The Company has not entered into, and does not expect to enter into,
financial instruments for trading or hedging purposes. The Company does not
currently anticipate entering into interest rate swaps and/or similar
instruments.

The Company's carrying values of cash, marketable securities, accounts
receivable, accounts payable and accrued expenses are a reasonable approximation
of their fair value.

The Company's business in this regard is subject to certain risks,
including, but not limited to, differing economic conditions, loss of
significant customers, changes in political climate, differing tax structures,
other regulations and restrictions and foreign exchange rate volatility. The
Company's future results could be materially and adversely impacted by changes
in these or other factors.

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PART II. Other Information

Item 1. Legal Proceedings

The Company is not presently subject to any legal proceedings which
are material to the consolidated results of operations or financial
condition of the Company.

Item 4. Submission of Matters to a Vote of Security Holders

The Company's annual meeting of security holders was held on May 24,
2001. At the meeting the following vote was taken:

(1) The Board's nominees were elected to the Board of Directors for a
term of three years. The votes were cast as follows:

For Withheld

Daniel Bernstein 2,335,569 31,335
Peter Gilbert 2,330,973 35,931
John Johnson 2,366,629 30,275

There were -0- abstentions and -0- broker votes.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

None

(b) There were no Current Reports on Form 8-K filed by the registrant
during the quarter ended June 30, 2001.

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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.

By: /s/ Daniel Bernstein
----------------------------
Daniel Bernstein, President
and Chief Executive Officer

By: /s/ Colin Dunn
----------------------------
Colin Dunn, Vice President
of Finance and Chief Financial
Officer

Dated: August 10, 2001

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