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, 20142015
or
[    ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from ___________ to ____________

Commission File No. 0-11676
_____________________

BEL FUSE INC.

206 Van Vorst Street

Jersey City, NJ  07302

(201) 432-0463

(Address of principal executive offices and zip code)
(Registrant’sRegistrant'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, 20142015
Class A Common Stock ($0.10 par value) 2,174,912
Class B Common Stock ($0.10 par value) 9,333,6779,656,777






BEL FUSE INC.
    
INDEX
    
   Page
Part I Financial Information 
    
 Item 1.1
Condensed Consolidated Balance Sheets as of March 31, 2014
and December 31, 2013 (unaudited)2
    
  
2
 
  3
    
   
  4
    
   
  5 - 6
    
  76 - 1517
    
 Item 2. 
  1618 - 2123
    
 Item 3. 
  2223
    
 Item 4.2223
    
Part II Other Information 
    
 Item 1.2223
Item 1A.23
    
 Item 6.2324
    
  24
25



 
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING INFORMATION

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

The Company's consolidated operating results are affected by a wide variety of factors that could materially and adversely affect revenues and profitability, including the risk factors described in Item 1A of our 2014 Annual Report on Form 10-K. As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materially and adversely affect its business, consolidated financial condition, operating results, and common stock prices.  Furthermore, this document and other documents filed by the Company with the Securities and Exchange Commission ("SEC") contain certain forward-looking statements under the Private Securities Litigation Reform Act of 1995 ("Forward-Looking Statements") with respect to the business of the Company.  Forward-looking statements are necessarily subject to risks and uncertainties, many of which are outside our control, that could cause actual results to differ materially from these statements. Forward-looking statements can be identified by such words as "anticipates," "believes," "plans to," "assumes," "could," "should," "estimates," "expects," "intends," "potential," "seek," "predict," "may," "will" and similar expressions. These Forward-Looking Statements are subject to certain risks and uncertainties, including those detailed in Item 1A of our 2014 Annual Report on Form 10-K, which could cause actual results to differ materially from these Forward-Looking Statements.  The Company undertakes no obligation to publicly release the results of any revisions to these Forward-Looking Statements which may be necessary to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.  Any forward-looking statement made by the Company is based only on information currently available to us and speaks only as of the date on which it is made.


PART I.  Financial Information

Item 1.  Financial Statements (Unaudited)

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted from the following condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission.  The following condensed consolidated financial statements should be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results for the entire fiscal year or for any other period.


BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
(in thousands, except share and per share data) 
(unaudited) 
     
   March 31,  December 31, 
  2015  2014 
ASSETS    
Current Assets:    
Cash and cash equivalents $78,632  $77,138 
Accounts receivable, net of allowance for doubtful accounts of $1,394        
  in 2015 and $1,989 in 2014  93,820   99,605 
Inventories  111,908   113,630 
Other current assets  19,411   20,283 
    Total current assets  303,771   310,656 
         
Property, plant and equipment, net  67,830   70,661 
Intangible assets, net  90,686   95,502 
Goodwill  117,678   117,573 
Deferred income taxes  9,982   7,933 
Other assets  32,965   33,700 
    Total assets $622,912  $636,025 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current Liabilities:        
Accounts payable $63,442  $61,926 
Accrued expenses  36,240   42,588 
Current portion of long-term debt  14,781   13,438 
Other current liabilities  7,798   3,850 
    Total current liabilities  122,261   121,802 
         
Long-term Liabilities:��       
Long-term debt  206,156   219,187 
Liability for uncertain tax positions  40,781   39,767 
Minimum pension obligation and unfunded pension liability  14,469   14,205 
Deferred income taxes  15,358   15,865 
Other liabilities  3,901   448 
    Total liabilities  402,926   411,274 
         
Commitments and contingencies        
         
Stockholders' Equity:        
Preferred stock, no par value, 1,000,000 shares authorized; none issued  -   - 
Class A common stock, par value $.10 per share, 10,000,000 shares        
    authorized; 2,174,912 shares outstanding at each date (net of        
    1,072,769 treasury shares)  217   217 
Class B common stock, par value $.10 per share, 30,000,000 shares        
     authorized; shares outstanding: 9,663,527 in 2015 and 9,686,777        
     in 2014 (net of 3,218,307 treasury shares)  969   969 
Additional paid-in capital  22,348   21,626 
Retained earnings  218,660   213,901 
Accumulated other comprehensive loss  (22,208)  (11,962)
    Total stockholders' equity  219,986   224,751 
    Total liabilities and stockholders' equity $622,912  $636,025 
         
See accompanying notes to unaudited condensed consolidated financial statements. 


BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS 
(dollars in thousands, except share and per share data) 
(Unaudited) 
       
  March 31,  December 31, 
  2014  2013 
ASSETS      
Current Assets:      
Cash and cash equivalents $53,906  $62,123 
Accounts receivable - less allowance for doubtful accounts of $977        
  and $941 at March 31, 2014 and December 31, 2013, respectively  57,363   63,849 
Inventories  67,976   70,019 
Prepaid expenses and other current assets  4,072   3,519 
Refundable income taxes  2,270   1,650 
Deferred income taxes  2,518   2,995 
    Total Current Assets  188,105   204,155 
         
Property, plant and equipment - net  39,344   40,896 
Deferred income taxes  1,990   1,680 
Intangible assets - net  28,987   29,472 
Goodwill  18,641   18,490 
Other assets  13,837   13,448 
    TOTAL ASSETS $290,904  $308,141 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Current Liabilities:        
Accounts payable $23,192  $29,518 
Accrued expenses  16,521   22,442 
Short-term borrowings under revolving credit line  4,000   12,000 
Notes payable  688   739 
Income taxes payable  1,445   1,496 
Dividends payable  815   786 
    Total Current Liabilities  46,661   66,981 
         
Long-term Liabilities:        
Liability for uncertain tax positions  1,527   1,218 
Minimum pension obligation and unfunded pension liability  11,103   10,830 
Other long-term liabilities  417   410 
    Total Long-term Liabilities  13,047   12,458 
    Total Liabilities  59,708   79,439 
         
Commitments and Contingencies        
         
Stockholders' Equity:        
Preferred stock, no par value, 1,000,000 shares authorized; none issued  -   - 
Class A common stock, par value $.10 per share, 10,000,000 shares        
    authorized; 2,174,912 shares outstanding at each date (net of        
    1,072,769 treasury shares)  217   217 
Class B common stock, par value $.10 per share, 30,000,000 shares        
     authorized; 9,333,677 and 9,335,677 shares outstanding, respectively        
     (net of 3,218,307 treasury shares)  933   933 
Additional paid-in capital  19,460   18,914 
Retained earnings  209,712   207,993 
Accumulated other comprehensive income  874   645 
    Total Stockholders' Equity  231,196   228,702 
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $290,904  $308,141 
         
See notes to unaudited condensed consolidated financial statements. 

BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(in thousands, except per share data) 
(unaudited) 
     
   Three Months Ended 
   March 31, 
  2015  2014 
     
Net sales $142,015  $82,646 
Cost of sales  114,890   68,576 
Gross profit  27,125   14,070 
         
Selling, general and administrative expense  17,608   11,189 
Restructuring charges  158   - 
Income from operations  9,359   2,881 
         
Interest expense  (2,179)  (30)
Interest income and other, net  402   51 
Earnings before provision for income taxes  7,582   2,902 
         
Provision for income taxes  2,014   399 
Net earnings available to common stockholders $5,568  $2,503 
         
         
Net earnings per common share:        
Class A common share - basic and diluted $0.45  $0.20 
Class B common share - basic and diluted $0.48  $0.22 
         
Weighted-average number of shares outstanding:        
Class A common share - basic and diluted  2,175   2,175 
Class B common share - basic and diluted  9,670   9,335 
         
Dividends paid per common share:        
Class A common share $0.06  $0.06 
Class B common share $0.07  $0.07 
         
         
See accompanying notes to unaudited condensed consolidated financial statements. 
3




BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
(dollars in thousands, except share and per share data) 
(Unaudited) 
       
  Three Months Ended 
  March 31, 
  2014  2013 
       
Net Sales $82,646  $63,028 
         
Costs and expenses:        
Cost of sales  68,576   53,932 
Selling, general and administrative  11,189   10,399 
Restructuring charges  -   124 
   79,765   64,455 
         
Income (loss) from operations  2,881   (1,427)
         
Interest expense  (30)  (3)
Interest income and other, net  51   38 
         
Earnings (loss) before provision (benefit) for income taxes  2,902   (1,392)
Provision (benefit) for income taxes  399   (834)
         
Net earnings (loss) $2,503  $(558)
         
         
Earnings (loss) per share:        
Class A common share - basic and diluted $0.20  $(0.05)
Class B common share - basic and diluted $0.22  $(0.05)
         
Weighted-average shares outstanding:        
Class A common share - basic and diluted  2,174,912   2,174,912 
Class B common share - basic and diluted  9,334,955   9,221,104 
         
Dividends paid per share:        
Class A common share $0.06  $0.06 
Class B common share $0.07  $0.07 
         
         
See notes to unaudited condensed consolidated financial statements. 


-3-



BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 
(dollars in thousands) 
(Unaudited) 
       
  Three Months Ended 
  March 31, 
  2014  2013 
       
Net earnings (loss) $2,503  $(558)
         
Other comprehensive income:        
Currency translation adjustment, net of taxes of $34 and ($221), respectively  169   (1,413)
Unrealized holding gains on marketable securities arising during the period,        
net of taxes of $17 and $52, respectively  28   85 
Change in unfunded SERP liability, net of taxes of $14 and ($27), respectively  32   (61)
Other comprehensive income (loss)  229   (1,389)
         
Comprehensive income (loss) $2,732  $(1,947)
         
         
See notes to unaudited condensed consolidated financial statements. 

-4-



BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
(dollars in thousands) 
(Unaudited) 
  Three Months Ended 
  March 31, 
  2014  2013 
Cash flows from operating activities:      
Net earnings (loss) $2,503  $(558)
Adjustments to reconcile net earnings (loss) to net        
 cash provided by operating activities:        
Depreciation and amortization  3,406   2,220 
Stock-based compensation  546   470 
Other, net  220   255 
Deferred income taxes  58   (859)
Changes in operating assets and liabilities (see page 6)  (4,897)  222 
      Net Cash Provided by Operating Activities  1,836   1,750 
         
Cash flows from investing activities:        
Purchase of property, plant and equipment  (1,242)  (1,151)
Payment for acquisition, net of cash acquired (see page 6)  -   (14,121)
Proceeds from disposal of property, plant and equipment  21   6 
       Net Cash Used in Investing Activities  (1,221)  (15,266)
         
Cash flows from financing activities:        
Dividends paid to common shareholders  (755)  (762)
Repayments under revolving credit line  (8,000)  - 
Decrease in notes payable  (50)  (79)
Purchase and retirement of Class B common stock  -   (3,356)
       Net Cash Used In Financing Activities  (8,805)  (4,197)
         
Effect of exchange rate changes on cash  (27)  (237)
         
Net Decrease in Cash and Cash Equivalents  (8,217)  (17,950)
Cash and Cash Equivalents - beginning of period  62,123   71,262 
Cash and Cash Equivalents - end of period $53,906  $53,312 
         
(Continued) 
See notes to unaudited condensed consolidated financial statements. 


BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
 
(dollars in thousands) 
(unaudited) 
     
   Three Months Ended 
   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. 
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BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(dollars in thousands) 
(unaudited) 
   Three Months Ended 
   March 31, 
  2015  2014 
Cash flows from operating activities:    
Net earnings $5,568  $2,503 
Adjustments to reconcile net earnings to net        
 cash provided by operating activities:        
Depreciation and amortization  5,325   3,406 
Stock-based compensation  722   546 
Amortization of deferred financing costs  516   - 
Deferred income taxes  (986)  58 
Net unrealized gains on foreign currency revaluation  (4,606)  (184)
Other, net  (268)  404 
Changes in operating assets and liabilities:        
Accounts receivable  4,566   6,490 
Inventories  251   2,052 
Account payable  2,408   (6,301)
Accrued expenses  (5,781)  (5,912)
Other operating assets/liabilities, net  8,478   (1,226)
      Net cash provided by operating activities  16,193   1,836 
         
Cash flows from investing activities:        
Purchases of property, plant and equipment  (2,750)  (1,242)
Proceeds from disposal/sale of property, plant and equipment  5   21 
       Net cash used in investing activities  (2,745)  (1,221)
         
Cash flows from financing activities:        
Dividends paid to common stockholders  (764)  (755)
Payment of deferred financing costs  (10)  - 
Borrowings under revolving credit line  4,500   - 
Repayments of revolving credit line  (4,500)  (8,000)
Reduction in notes payable  (5)  (50)
Repayments of long-term debt  (11,688)  - 
       Net cash used in financing activities  (12,467)  (8,805)
         
Effect of exchange rate changes on cash and cash equivalents  513   (27)
         
Net increase (decrease) in cash and cash equivalents  1,494   (8,217)
Cash and cash equivalents - beginning of period  77,138   62,123 
Cash and cash equivalents - end of period $78,632  $53,906 
         
         
Supplementary information:        
Cash paid during the period for:        
    Income taxes, net of refunds received $1,044  $676 
    Interest payment $1,667  $11 
         
See accompanying notes to unaudited condensed consolidated financial statements. 
-5-


BEL FUSE INC. AND SUBSIDIARIES 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) 
(dollars in thousands) 
(Unaudited) 
  Three Months Ended 
  March 31, 
  2014  2013 
       
Changes in operating assets and liabilities consist of:      
Decrease in accounts receivable $6,490  $5,652 
Decrease in inventories  2,052   237 
Increase in prepaid expenses and other current assets  (555)  (1,494)
(Increase) decrease in other assets  (315)  12 
Decrease in accounts payable  (6,301)  (2,170)
Decrease in accrued expenses  (5,912)  (2,104)
Increase in other liabilities  8   7 
Decrease in accrued restructuring costs  -   (122)
(Decrease) increase in income taxes payable  (364)  204 
  $(4,897) $222 
         
Supplementary information:        
Cash paid (received) during the period for:        
    Income taxes, net of refunds received $676  $(237)
    Interest  11   3 
         
Details of acquisitions:        
   Fair value of identifiable net assets acquired $-  $28,108 
   Goodwill  -   1,240 
       Fair value of net assets acquired $-  $29,348 
         
   Fair value of net assets acquired $-  $29,348 
   Less:  Cash acquired in acquisition  -   (8,388)
   Deferred consideration  -   (6,839)
      Cash paid for acquisitions, net of cash acquired $-  $14,121 
See notes to unaudited condensed consolidated financial statements. 


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-6-


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, 2014,2015, and the condensed consolidated statements of operations, comprehensive (loss) income and cash flows for the periods presented herein have been prepared by Bel Fuse Inc. (the “Company” or “Bel”)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, 2014 should2015 are not be viewed asnecessarily indicative of the Company’s annual results or the Company’s results for any other period.  The informationto be expected for the full year.  These condensed consolidated balance sheet as of December 31, 2013 was derived from audited financial statements.  These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Bel Fuse Annual Report on Form 10-K for the year ended December 31, 2013.2014.

Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted from the following condensed consolidated financial statements pursuant to the rules and regulations of the 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 March 9, 2012, the CompanyJune 19, 2014, we completed itsour acquisition of 100% of the issued and outstanding capital stock of GigaCom Interconnect AB (“GigaCom”the Power-One Power Solutions business ("Power Solutions"). from ABB Ltd.  On July 31, 2012, the Company consummated its25, 2014, we completed our acquisition of 100% of the issued and outstanding capital stock of Fibreco Ltd. (“Fibreco”the U.S. and U.K. Connectivity Solutions businesses from Emerson Electric Co. ("Emerson").  On September 12, 2012, the CompanyAugust 29, 2014, we completed itsour acquisition of 100%the Connectivity Solutions business in China from Emerson (collectively with the U.S. and U.K. portion of the issued and outstanding capital stock of Powerbox Italia S.r.L (“Powerbox”transaction, "Connectivity Solutions").  The acquisitions of GigaCom, FibrecoPower Solutions and PowerboxConnectivity Solutions may hereafter be referred to collectively as either the “2012 Acquisitions”"2014 Acquisitions" or the “2012"2014 Acquired Companies”Companies"Accordingly, asAs of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminary fair values.  The accompanying condensed consolidated statement of operations forvalues and the three months ended March 31, 2013 has been restated to reflect immaterial measurement period adjustments related to the applicable 2012 Acquisitions.

On March 29, 2013, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Transpower Technologies (HK) Limited (“Transpower”) and certain other tangible and intangible assets related to the Transpower magnetics business of TE Connectivity (“TRP”).  On August 20, 2013, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Array Connector Corporation (“Array”). The acquisitions of TRP and Array may hereafter be referred to collectively as either the “2013 Acquisitions” or the “2013 Acquired Companies”.  Accordingly, as of the respective acquisition dates, all of the assets acquired and liabilities assumed were recorded at their preliminary fair values. The accompanying condensed consolidated financial statements as of December 31, 2013 and for the three months ended March 31, 2013 have been restated to reflect immaterial measurement period adjustments related to the applicable 2013 Acquisitions. There were no operating activities related to either of the 2013 Acquisitions during the three months ended March 31, 2013. The Company’sCompany's condensed consolidated results of operations for the three months ended March 31, 20142015 include the operating results of the 2013 Acquisitions for the entire period.

Recent Accounting Pronouncementsacquired companies.

The Company’sCompany's significant accounting policies are summarized in Note 1 of the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 2013.2014.  There were no significant changes to these accounting policies during the three months ended March 31, 2014.  Recent accounting pronouncements2015.

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

Accounting Standards Update No. 2013-11 – Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU No. 2013-11”)Issued But Not Yet Adopted

ASU No. 2013-11 providesIn April 2015, the FASB issued guidance on simplifying the balance sheet presentation of debt issuance costs. The update requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability instead of being presented as an asset. Debt disclosures will include the face amount of the debt liability and the effective interest rate. The update requires retrospective application and represents a change in accounting principle. The update is effective for fiscal years beginning after December 15, 2015. Early application is permitted. Management does not believe that the adoption of this guidance will have any material impact on the Company's condensed consolidated financial position or results of operations.

In January 2015, the FASB issued guidance on simplifying the income statement presentation by eliminating the concept of an unrecognized tax benefit when a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward exists.  The FASB’s objective in issuing this ASUextraordinary items.  Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence.  Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration.  This amendment is to eliminate diversity in practice resulting from a lack of guidance on this topic in current U.S. GAAP.  This ASU applies to all entities with unrecognized tax benefits that also have tax loss or tax credit carryforwards in the same tax jurisdiction as of the reporting date.   The guidance in ASU No. 2013-11 was effective for interim and annual periods beginning after December 15, 2013.2015.  The adoption of this ASU didstandard is not expected to have a material impact on the Company’sour condensed consolidated financial position or results of operations, financial condition or cash flows.operations.


2.  EARNINGS (LOSS) PER SHARE
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 Company utilizesamendment requires that a performance target that affects vesting and that could be achieved after the two-class methodrequisite service period be treated as a performance condition.  A reporting entity should apply existing guidance in Topic 718 as it relates to report its earnings (loss) per share.  The two-class method is an earnings (loss) allocation formulaawards with performance conditions that determines earnings (loss) per shareaffect vesting to account for each class of common stock according to dividends declared and participation rights in undistributed earnings (loss).  The Company’s Certificate of Incorporation, as amended, states that Class B common shares are entitled to dividends at least 5% greater than dividends paid to Class A common shares, resultingsuch awards.  Compensation cost should be recognized in the two-class method of computing earnings (loss) per share.  In computing earnings (loss) per share,period in which it becomes probable that the Company has allocated dividends declared to Class Aperformance target will be achieved and Class B based on amounts actually declared for each class of stock and 5% more ofshould represent the undistributed earnings (loss) have been allocated to Class B shares thancompensation cost attributable to the Class A sharesperiod(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 a per share basis.  Basic earnings (loss) per common share are computed by dividing net earnings (loss) by the weighted-average numberCompany's condensed consolidated financial position or results of common shares outstanding during the period.  Diluted earnings (loss) per common share, for each class of common stock, are computed by dividing net earnings (loss) by the weighted-average number of common shares and potential common shares outstanding during the period. There were no potential common shares outstanding during the three months ended March 31, 2014 or March 31, 2013 which would have had a dilutive effect on earnings per share.

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

  Three Months Ended 
  March 31, 
  2014  2013 
       
Numerator:      
Net earnings (loss) $2,503  $(558)
Less Dividends declared:        
     Class A  130   130 
     Class B  654   632 
Undistributed earnings (loss) $1,719  $(1,320)
         
Undistributed earnings (loss) allocation - basic and diluted:        
     Class A undistributed earnings (loss) $312  $(242)
     Class B undistributed earnings (loss)  1,407   (1,078)
     Total undistributed earnings (loss) $1,719  $(1,320)
         
Net earnings (loss) allocation - basic and diluted:        
     Class A net earnings (loss) $442  $(112)
     Class B net earnings (loss)  2,061   (446)
     Net earnings (loss) $2,503  $(558)
         
Denominator:        
Weighted-average shares outstanding:        
     Class A common share - basic and diluted  2,174,912   2,174,912 
     Class B common share - basic and diluted  9,334,955   9,221,104 
         
Earnings (loss) per share:        
     Class A common share - basic and diluted $0.20  $(0.05)
     Class B common share - basic and diluted $0.22  $(0.05)
In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. Entities can choose to apply the guidance using either the full retrospective approach or a modified retrospective approach. 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

3.           ACQUISITIONSAcquisitions

On March 29, 2013,June 19, 2014, the Company completed its acquisition of TRPPower Solutions for $21.0$109.9 million, net of cash acquired.  The Company’s purchasePower Solutions is a leading provider of TRP consisted of the integrated connector module (“ICM”) family ofhigh-efficiency and high-density power conversion products including RJ45, 10/100 Gigabit, 10G, PoE/PoE+, MRJ21for server, storage and RJ.5, a line of modules for smart-gridnetworking equipment, industrial applications and discrete magnetics.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 August 20, 2013,July 25, 2014, the Company completed its acquisition of Array,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 manufacturertotal 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 mil-spec connector products based in Miami, Florida, for $10.0 million in cash.  The acquisition of Array expands the Company’s portfolio of connector products that can be offered to the combined customer base, and provides an opportunity to sell other products that Bel manufactures to Array’s customers.  Array has become part of Bel’s Cinch Connector business.industrial applications.

During the three months ended March 31, 2014 and 2013,2015, the Company incurred less than $0.1$0.4 million and $0.3 million, respectively, of acquisition-related costs associated with the 2013independent valuations of and separate independent audits of the 2014 Acquisitions.  These costs are included in selling, general and administrative expense inon the accompanying condensed consolidated statements of operations foroperations.

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, 20142015.  The amounts noted in the table below are provisional since the valuations of property and 2013.


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The purchase price allocations for TRP and Array were finalized during the first quarter of 2014.  The following table depicts the finalized respective acquisition date fair values of the consideration paid and identifiable netequipment, intangible assets acquired, (in thousands):

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

The measurement period adjustments noted above primarily relate tolegal reserves, contingent liabilities, income and non-income based taxes and goodwill are still under review. Accordingly, there could be material adjustments to fair value based onour condensed consolidated financial statements, including changes to our depreciation and amortization expense related to the appraisals on inventory,valuation of property plant and equipment and intangible assets.  In addition, variousassets acquired and their respective useful lives, among other assetadjustments.  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 liability accounts had measurement period adjustments related to deferred taxes.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 20132014 Acquired Companies have been included in the Company’sCompany's condensed consolidated financial statements for the period subsequent to their respective acquisition dates.  During the three months ended March 31, 2014,2015, the 20132014 Acquired Companies contributed $17.9revenue of $58.8 million, and operating income of revenue and $1.3approximately $5.9 million, of net earnings to the Company’sCompany's condensed consolidated financial results.  There was no operating activity related to either of the 20132014 Acquisitions during the three months ended March 31, 2013.2014.

The following unaudited pro forma information below presents a summary of the combined operating 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, Acquired Companies.along with certain pro forma adjustments.  The unaudited pro forma results are presented for illustrative purposes only.  They doonly and are not reflect the realization of any potential cost savings, or any related integration costs. Certain cost savings may result from the 2013 Acquisitions; however, there can be no assurance that these cost savings will be achieved. These pro forma results do not purport to benecessarily indicative of the results that would have actually been obtained if the 2013 Acquisitionsacquisitions had occurred as ofon January 1, 2012,2013, nor is the pro forma data intended to be a projection of results that may be obtained in the future.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 following unaudited pro formasale 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 resultsstatement of operations assume thatfor the acquisitionsthree months ended March 31, 2015.  The Company will recognize the $1 million currently in escrow when 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 the 2013 Acquired Companies were completed as of January 1, 2012.  The 2013 unaudited pro forma net earnings were adjusted to exclude $0.3 million of acquisition-related costs ($0.3 million after tax) incurred during the first quarter of 2013 (dollars in thousands except per share data):

  Three Months Ended 
  March 31, 2013 
    
Revenue $85,291 
Net earnings  2,368 
Earnings per Class A common share - basic and diluted  0.20 
Earnings per Class B common share - basic and diluted  0.21 
operations.


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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

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

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

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

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

As of March 31, 20142015 and December 31, 2013,2014, the Company held certain financial assets that are measured at fair value on a recurring basis.  These consisted of securities that are among the Company’sCompany's investments in a rabbi trust which are intended to fund the Company’sCompany's Supplemental Executive Retirement Plan (“SERP”("SERP") obligations, and other marketable securities described below.  The securities that are held in the rabbi trust are categorized as available-for-sale securities and are included as other assets in the accompanying condensed consolidated balance sheets at March 31, 20142015 and December 31, 2013.2014.  The gross unrealized gains associated with the investmentsinvestment securities held in the rabbi trust were $0.5$0.8 million and $0.4$0.7 million at March 31, 20142015 and December 31, 2013,2014, respectively.  Such unrealized gains are included, net of tax, in accumulated other comprehensive income.loss.

As of March 31, 20142015 and December 31, 2013,2014, 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 million and $6.5 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 first quarter ofthree months ended March 31, 2015 or March 31, 2014.  There were no changes to the Company’sCompany's valuation techniques used to measure asset fair values on a recurring or nonrecurring basis during the first quarter of 2014.three months ended March 31, 2015.

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

     Assets at Fair Value Using 
  Total  Quoted Prices in Active Markets for Identical Assets (Level 1)  Significant Other Observable Inputs (Level 2)  Significant Unobservable Inputs (Level 3) 
As of March 31, 2014            
Available-for-sale securities:            
   Investments held in rabbi trust $3,359  $3,359  $-  $- 
   Marketable securities  4   4   -   - 
                 
   Total $3,363  $3,363  $-  $- 
                 
As of December 31, 2013                
Available-for-sale securities:                
   Investments held in rabbi trust $3,313  $3,313  $-  $- 
   Marketable securities  3   3   -   - 
                 
   Total $3,316  $3,316  $-  $- 

2014.

The Company has other financial instruments, such as cash and cash equivalents, accounts receivable, notes receivable,restricted cash, accounts payable, accrued expenses and notes payable, and accrued expenses, which are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their liquid or short-term nature.  The fair value of the Company's long-term debt is estimated using a discounted cash flow method based on interest rates that are currently available for debt issuances with similar terms and maturities (Level 2 inputs).  At March 31, 2015, the estimated fair value of long-term debt was $223.8 million compared to a carrying amount of $220.9 million. The Company did not have any other financial liabilities within the scope of the fair value disclosure requirements as of March 31, 2014 or December 31, 2013.2015.

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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 on the occurrence of a triggering event or, in the case of goodwill and indefinite-lived intangible assets, on at least an annual basis.  There were no triggering events that occurred during the three months ended March 31, 2015 or 2014 that would warrant interim impairment testing.

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5.INVENTORIES

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

  March 31,  December 31, 
  2014  2013 
Raw materials $29,942  $29,428 
Work in progress  8,636   8,783 
Finished goods  29,398   31,808 
  $67,976  $70,019 
follows:


  March 31,  December 31, 
  2015  2014 
Raw materials $52,113  $51,638 
Work in progress  16,809   16,128 
Finished goods  42,986   45,864 
Inventories $111,908  $113,630 

6.            BUSINESS SEGMENT INFORMATION

The Company operates in one industry with three reportable operating segments, which are geographic in nature.  The segments
6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of North America, Asia and Europe.  The primary criteria by which financial performance is evaluated and resources are allocated are sales and income from operations.  The following is a summary of key financial data (dollars in thousands):

  Three Months Ended 
  March 31, 
  2014  2013 
Total segment sales:      
     North America $31,454  $29,222 
     Asia  49,891   32,725 
     Europe  10,892   10,125 
Total segment sales  92,237   72,072 
Reconciling item:        
     Intersegment sales  (9,591)  (9,044)
Net sales $82,646  $63,028 
         
Income (loss) from operations:        
     North America $882  $(1,482)
     Asia  1,673   (666)
     Europe  326   721 
  $2,881  $(1,427)
the following:


  March 31,  December 31, 
  2015  2014 
Land $3,278  $3,293 
Buildings and improvements  30,651   31,067 
Machinery and equipment  118,942   117,973 
Construction in progress  4,467   4,764 
   157,338   157,097 
Accumulated depreciation  (89,508)  (86,436)
Property, plant and equipment, net $67,830  $70,661 
The following items are included in the income (loss) from operations presented above:

Recent Acquisitions – DuringDepreciation expense for the three months ended March 31, 2015 and 2014 the acquisition of TRP contributed revenues of $15.6was $3.8 million and income$2.8 million, respectively.
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7.ACCRUED EXPENSES

Accrued expenses consist of the following:


  March 31,  December 31, 
  2015  2014 
Sales commissions $2,776  $3,017 
Subcontracting labor  2,449   2,217 
Salaries, bonuses and related benefits  14,944   17,964 
Warranty accrual  4,333   6,032 
Other  11,738   13,358 
  $36,240  $42,588 

Warranties vary by product line and are competitive for the markets in which the Company operates.  Warranties generally extend for one to three years from operationsthe date of $1.4 million tosale. 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 Company’s Asia operating segment and revenuesextent that actual experience differs from our estimate, the provision for product warranties will be adjusted in future periods. Actual warranty repair costs are charged against the reserve balance as incurred.

A tabular presentation of $0.6 million and income from operations of $0.1 million to the Company’s Europe operating segment. Duringactivity within the warranty accrual account for the three months ended March 31, 2015 is presented below:


  March 31, 
  2015 
Beginning balance as of January 1, 2015 $6,032 
Charges and costs accrued  1,288 
Adjustments related to pre-existing warranties (including changes in estimates)  (947)
Less repair costs incurred  (523)
Less cash settlements  (1,522)
Currency translation  5 
Ending balance as of March 31, 2015 $4,333 



8. DEBT

On June 19, 2014, the acquisitionCompany entered into a senior Credit and Security Agreement with KeyBank National Association ("KeyBank") (as amended, the "Credit and Security Agreement" or "CSA").  The CSA consists of Array contributed revenues(i) a $50 million revolving credit facility ("Revolver"), (ii) a $145 million term loan facility ("Term Loan") and (iii) a $70 million delayed draw term loan ("DDTL") and matures on June 18, 2019.  During 2014, the Company borrowed an aggregate amount of $1.6$238.0 million under the CSA to fund the 2014 Acquisitions.  The Company had outstanding borrowings of $220.9 million and a loss from operations$232.6 million under the CSA at March 31, 2015 and December 31, 2014, respectively.
The weighted-average interest rate in effect was 2.96% at March 31, 2015 and 2.94% at December 31, 2014 and consisted of $0.5 million toLIBOR plus the Company’s North America operating segment.  There was no operating activity related to eitherCompany's credit spread, as determined per the terms of the 2013 AcquisitionsCSA.  The Company incurred $2.2 million of interest expense during the three months ended March 31, 2013.2015.
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"). 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, 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 was $27.0 million.
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Segment Sales9.  – Segment sales are attributed to individual segments based on the geographic source of the billing for such customer sales.  Transfers between geographic areas include finished products manufactured in foreign countries which are then transferred to the United States and Europe for sale; finished goods manufactured in the United States which are transferred to Europe and Asia for sale; and semi-finished components manufactured in the United States which are sold to Asia for further processing. Income (loss) from operations represents net sales less operating costs and expenses.

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7.            INCOME TAXES

At March 31, 2014 and December 31, 2013, the Company has approximately $2.3 million and $2.2 million, respectively, of liabilities for uncertain tax positions ($0.8 million and $1.0 million, respectively, included in income taxes payable and $1.5 million and $1.2 million, respectively, included in liability for uncertain tax positions) all of which, if recognized, would reduce the Company’s effective tax rate.

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 20102011 and for state examinations before 2007.2008.   Regarding foreign subsidiaries, the Company is no longer subject to examination by tax authorities for years before 20082003 in Asia and generally 20062007 in Europe.

As a result of the expiration of the statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized benefits for tax positions taken regarding previously filed tax returns may change materially from those recorded as liabilities for uncertain tax positions in the Company’sCompany's condensed consolidated financial statements at March 31, 2014.  A total of $0.8 million2015.  An immaterial amount of previously recorded liabilities for uncertain tax positions relates principally to the 20102011 tax year.  The statute of limitations related to these liabilities is scheduled to expire on September 15, 2014.2015.

The Company’sCompany'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 million at March 31, 2015 and $2.8 million at December 31, 2014, if recognized, would reduce the Company's effective tax rate.

As part of the acquisition of Power Solutions 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.  Resolution of these tax matters are being actively pursued with the applicable taxing authority.  From the date of acquisition through March 31, 2015, the Company has recorded $2.1 million of interest and penalties pertaining to this issue and will continue to accrue approximately $2.5 million annually until the issue is 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 each of the three months ended March 31, 20142015 and 2013,2014, the Company recognized $0.9 million and an immaterial amount, ofrespectively, in interest and penalties in the condensed consolidated statements of operations.  During the three months ended March 31, 2015, the Company recognized a benefit of an immaterial amount for the reversal of such interest and penalties.  The Company has approximately $0.2$2.5 million and $1.6 million, accrued for the payment of such interest and penalties at March 31, 20142015 and December 31, 2013, a portion of2014, respectively, which is included in each ofboth income taxes payable and liability for uncertain tax positions in the accompanying condensed consolidated balance sheets at each date.sheets.

Upon completion of the acquisitionacquisitions of TRP, TRP had aPower Solutions and Connectivity Solutions, there were net deferred tax asset in the amountassets of $2.2$7.1 million and $1.2 million, respectively, arising from various timingtemporary differences related to depreciation and accrued expenses.  Uponnet operating loss carry forward acquired, which are included in the acquisition of Array, Array had a deferred tax liability of $0.7 million arising from timing differences related to depreciation and a deferred tax asset of $2.1 million arising from the NOL acquired.condensed consolidated balance sheet at March 31, 2015.  In connection with the 20132014 Acquisitions, the Company was required to complete a fair market value report of property, plant and equipment and intangibles.  As a result of that report, the Company established deferred tax liabilities at the date of acquisition in the amount of $0.6$3.1 million and $1.0$16.4 million, respectively, for the TRPPower Solutions and ArrayConnectivity Solutions acquisitions. At March 31, 2014,2015, a net deferred tax assetliability of $1.9$7.5 million remains on the condensed consolidated balance sheet.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 does not intendintends to make any electionelections to step up the tax basis of the 2013 Acquisitions to fair value under IRC Section 338(g) for the Power Solutions acquisitions and for certain jurisdictions with respect to the Connectivity Solutions acquisition.  The elections made under Section 338(g) only affect U.S. income taxes (not those of the foreign country where the acquired entities were incorporated).

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

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


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8.           ACCRUED EXPENSES

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

  March 31,  December 31, 
  2014  2013 
Sales commissions $1,378  $1,431 
Subcontracting labor  2,201   2,406 
Salaries, bonuses and related benefits  8,706   13,674 
Litigation reserve  724   723 
Other  3,512   4,208 
  $16,521  $22,442 

9.   DEBT

At March 31, 2014 and December 31, 2013, the Company maintained a $30 million line of credit, which expires on October 14, 2016.  The borrowings under the line of credit amounted to $4.0 million and $12.0 million at March 31, 2014 and December 31, 2013, respectively.  At March 31, 2014 and December 31, 2013, the balance available under the credit agreement was $26.0 million and $18.0 million, respectively.  Amounts outstanding under this line of credit are collateralized with a first priority security interest in 100% of the issued and outstanding shares of the capital stock of the Company's material domestic subsidiaries and 65% of all the issued and outstanding shares of the capital stock of certain of the foreign subsidiaries of the Company.  The credit agreement bears interest at LIBOR plus 1.00% to 1.50% based on certain financial statement ratios maintained by the Company.  The interest rate in effect on the borrowings outstanding at March 31, 2014 and December 31, 2013 was 1.4% at each date.  The Company incurred interest expense of less than $0.1 million related to the borrowings under the credit agreement during the three months ended March 31, 2014.  There was no interest expense related to the line of credit during the three months ended March 31, 2013 as there were no borrowings outstanding during that period.  Under the terms of the credit agreement, the Company is required to maintain certain financial ratios and comply with other financial conditions.  The Company was in compliance with its debt covenants as of March 31, 2014.


10.RETIREMENT FUND AND PROFIT SHARING PLAN

The Company maintains the Bel Fuse Inc. Employees’Employees' Savings Plan, a defined contribution plan that is intended to meet the applicable requirements for tax-qualification under sections 401(a) and (k) of the IRC.Internal Revenue Code of 1986, as amended (the "Code"). The Employees’Employees' Savings Plan allows eligible employees to voluntarily contribute a percentage of their eligible compensation, subject to Code limitations, which contributions are matched by the Company. The Company’sFor 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, 20142015 and 20132014 amounted to approximately$0.3 million and $0.2 million, and $0.1 million, respectively.  Prior to January 1, 2012, the plan’s structure provided for a Company match and discretionary profit sharing contributions that were made in the form of the Company’s common stock. As of March 31, 2014,2015, the plan owned 14,89913,940 and 186,030173,683 shares of Bel Fuse Inc. Class A and Class B common stock, respectively.

The Company also hasCompany's subsidiaries in Asia have a retirement fund in Asia which coverscovering substantially all of itstheir Hong Kong-basedKong based full-time employees.  Eligible employees contribute up to 5% of salary to the fund.  In addition, the Company must contribute a minimum of 5% of eligible salary, as determined by Hong Kong government regulations.  The Company currently contributes 7% of eligible salary in cash or Company stock.  The expense for the three months ended March 31, 20142015 and 20132014 amounted to approximately $0.1 million in each period.both periods. As of March 31, 2014,2015, 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, plan, 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.


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

  Three Months Ended 
  March 31, 
  2014  2013 
Service cost $138  $139 
Interest cost  135   112 
Amortization of adjustments  46   77 
Total SERP expense $319  $328 
follows:


  Three Months Ended 
  March 31, 
  2015  2014 
Service cost $138  $138 
Interest cost  142   135 
Net amortization  92   46 
Net periodic benefit cost $372  $319 
  March 31,  December 31, 
  2014  2013 
Balance sheet amounts:      
   Minimum pension obligation      
      and unfunded pension liability $11,103  $10,830 
         
   Amounts recognized in accumulated        
      other comprehensive loss, pretax:        
         Prior service cost $1,184  $1,230 
         Net loss  1,004   1,004 
  $2,188  $2,234 



  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 INCOME
LOSS

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

  March 31,  December 31, 
  2014  2013 
       
Foreign currency translation adjustment, net of taxes of $111 and $77      
  at March 31, 2014 and December 31, 2013 $2,073  $1,904 
Unrealized holding gains on available-for-sale        
  securities, net of taxes of $186 and $169 as of        
  March 31, 2014 and December 31, 2013  310   282 
Unfunded SERP liability, net of taxes of ($679) and ($693) as        
  of March 31, 2014 and December 31, 2013  (1,509)  (1,541)
         
Accumulated other comprehensive income $874  $645 
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)

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Changes in accumulated other comprehensive loss by component during the three months ended March 31, 20142015 are as follows.  All amounts are net of tax (dollars in thousands).

     Unrealized Holding        
  Foreign Currency  Gains on        
  Translation  Available-for-  Unfunded     
  Adjustment  Sale Securities  SERP Liability   Total 
              
Balance at January 1, 2014 $1,904  $282  $(1,541)  $645 
     Other comprehensive income (loss) before reclassifications  169   28   -    197 
     Amounts reclassified from accumulated other                 
          comprehensive income (loss)  -   -   32  (a)  32 
     Net current period other comprehensive income (loss)  169   28   32  �� 229 
                  
Balance at March 31, 2014 $2,073  $310  $(1,509)  $874 
                  
(a) This reclassification relates to the amortization of prior service costs associated with the Company's SERP plan.      
This expense is allocated between cost of sales and selling, general and administrative expense based upon the employment      
      classification of the plan participants.                 
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.                 


12.           LEGAL PROCEEDINGSCOMMITMENTS 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’sCompany's results of operations or financial position.  See the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 20132014 for the details of all of Bel’sBel's material pending lawsuits.  Certain developments that have arisen in legal proceedings subsequent to the filing of the Company’s Annual Report on Form 10-K are described below.

The Company 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”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'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”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 accrued at March 31,paid by the Company in July 2014 and is subject to reimbursementwas subsequently reimbursed by one of its customers under the previously-mentionedterms of the indemnification agreement.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’sCompany'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.  There is no further updateThe Court denied Molex's revised Motion to Dismiss on this case asJune 16, 2014.  In June 2014, Molex initiated an Inter Partes Review (IPR) at the U.S. Patent and Trademark Office for one of the filing datethree 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 Quarterly Reportmatter is approximately $12.0 million and has been included as a liability for uncertain tax positions on Form 10-Q.the accompanying condensed consolidated balance sheet.  As Bel is fully indemnified in this matter per the terms of the stock purchase agreement with ABB, an offsetting indemnification asset is also reflected in other assets on the accompanying condensed consolidated balance sheet at March 31, 2015.

The Company, through its subsidiary Cinch Connectors Inc., is a defendant in an asbestos lawsuit captioned Richard Skrzypek vs. Adience Inc., et al. The lawsuit was filed in the Circuit Court for the County of Wayne in the State of Michigan. The complaint was amended to include Cinch Connectors Inc. and other defendants on November 13, 2014. The Company filed its answer to the complaint on January 23, 2015.

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

15


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 
  March 31, 
  2015  2014 
Net Sales to External Customers:   
    North America $76,760  $28,732 
    Asia  45,521   43,048 
    Europe  19,734   10,866 
  $142,015  $82,646 
         
Net Sales:        
North America $87,017  $31,454 
Asia  73,149   49,891 
Europe  41,537   10,892 
Less intercompany net sales  (59,688)  (9,591)
  $142,015  $82,646 
         
Income from Operations:        
North America $3,506  $882 
Asia  666   1,673 
Europe  5,187   326 
  $9,359  $2,881 



13.           SUBSEQUENT EVENTNet 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.

On April 25,The following items are included in the segment data presented above:

Recent Acquisitions – The 2014 Acquisitions contributed to Bel's segment sales and income from operations during the three 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 the calculation of basic 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 



15.RELATED PARTY TRANSACTIONS

In connection with the acquisition of Power Solutions in 2014, the Company entered intomaintains minority ownership in a Stockjoint venture in the PRC.  See Note 2, Acquisitions and Asset Purchase Agreement with ABB Ltd. (“ABB”) pursuant to whichDisposition.  The joint venture may purchase raw components and other goods from the Company has agreedand may sell finished goods to acquire the Power-One Power Solutions businessCompany as well as to other third parties.  The Company paid $1.2 million for inventory purchases from ABB forthe joint venture during the three months ended March 31, 2015.  At March 31, 2015, the Company owed the joint venture approximately $117.0$0.8 million, which is included in cash.  This acquisition is expected to close ataccounts payable on the end of the second quarter of 2014 and will be funded through bank borrowings and cash on hand.condensed consolidated balance sheet.



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

The Company’sinformation 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 and annual operating results are impacted by a wide varietyreport on Form 10-Q, our MD&A set forth in Item 7 of factors that could materially and adversely affect revenues and profitability, including the risk factors described in the Company’sPart II of our 2014 Annual Report on Form 10-K for the year ended December 31, 2013. As a result of these and other factors, the Company may experience material fluctuations in future operating results on a quarterly or annual basis, which could materiallyour consolidated financial statements and adversely affect its business, financial condition, operating results, and stock prices.  Furthermore, this document and other documents filed by the Company with the Securities and Exchange Commission (the “SEC”) contain certain forward-looking statements under the Private Securities Litigation Reform Act of 1995 (“Forward-Looking Statements”) with respect to the business of the Company.  These Forward-Looking Statements are subject to certain risks and uncertainties, including those detailedrelated notes set forth in Item 1A8 of the Company’sPart II of our 2014 Annual Report on Form 10-K10-K. See Part II, Item 1A, "Risk Factors," below and "Cautionary Notice Regarding Forward-Looking Statements," above, and the information referenced therein, for the year ended December 31, 2013, whicha description of risks that we face and important factors that we believe could cause actual results to differ materially from these Forward-Looking Statements.  The Company undertakes no obligationthose in our forward-looking statements. All amounts and percentages are approximate due to publicly releaserounding and all dollars are in millions, except per share amounts or where otherwise noted. When we cross-reference to a "Note," we are referring to our "Notes to Condensed Consolidated Financial Statements," unless the results of any revisionscontext indicates otherwise.  All amounts noted within the tables are in thousands and amounts and percentages are approximate due to these Forward-Looking Statements which may be necessary to reflect events or circumstances after the date such statements are made or to reflect the occurrence of unanticipated events.  An investment in the Company involves various risks, including those which are detailed from time to time in the Company’s SEC filings.rounding.


Overview

Our Company

The CompanyBel designs, manufactures and markets a broad array of magnetics, modules, circuit protection devicesproducts that power, protect and interconnect products, as further described below.connect electronic circuits.  These products are designed to protect, regulate, connect, isolate or manage the flow of power and data among products primarily used in the networking, telecommunications, computing, military, aerospace, transportation and broadcasting industries.  Bel’sBel's portfolio of products also finds application in the automotive, medical and consumer electronics markets.

Bel’s business is operatedThe Company operates through three geographic segments:  North America, Asia and Europe.  DuringIn the three months ended March 31, 2014, 52%2015, 54% of the Company’sCompany's revenues were derived from Asia, 35% from North America, 32% from Asia and 13%14% from its Europe operating segment.  SalesBy product group, 39% of the Company’s magnetic products represented approximately 48% of its total net sales duringfor the three months ended March 31, 2014.  The remaining revenues2015 related to sales of the Company’s interconnect products (36%), module products (13%)Company's power solutions and circuit protection products, (3%).32% related to the Company's connectivity solutions products and 29% related to the Company's magnetics products.

The Company’sOur operating expenses are driven principally by the cost of labor where the factories that Bel uses are located,we produce our products, the cost of the materials that it useswe use and itsour ability to effectively and efficiently manage overhead costs.  As labor and material costs vary by product line and region, any significant shift in mix of product mix cansold may have an associated impact on the Company’sour costs of sales.  Costs are recorded as incurred for all products manufactured.  Such amounts are determined based upon the estimated stage of production and include labor cost and fringesbenefits and related allocations of factory overhead. The Company’sOur products are manufactured atin various facilities in: the People’s Republic of China (“PRC”); Glen Rock, Pennsylvania; Inwood, New York; McAllen, Texas; Miami, Florida; Haina, Dominican Republic; Reynosa and Cananea, Mexico; Louny, Czech Republic; and Worksop and Great Dunmow, England.globally.

In the PRC, where the Company we generally entersenter into processing arrangements with several independent third-party contractors and also has itshave our own manufacturing facilities, the availability of labor is cyclical and is significantly affected by the migration of workers in relation to the annual Lunar New Year holiday as well as economic conditions in the PRC.  In addition, the Company haswe have little visibility into the ordering habits of itsour customers and we can be subjected to large and unpredictable variations in demand for itsour products.  Accordingly, the Companywe must continually recruit and train new workers to replace those lost to attrition each year and to be able to address peaks in demand that may occur from time to time.  These recruiting and training efforts and related inefficiencies, and overtime required in order to meet demand, can add volatility to the costs incurred by the Companyus for labor in the PRC.


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

The Company believes the key factors affecting Bel’sBel's results for the three months ended March 31, 20142015 and/or future results include the following:

·
Recent Acquisitions – The Company completed its acquisitionsacquisition of TRPPower Solutions in June 2014, and Array during late-Marchits acquisition of Connectivity Solutions in July 2014 and August 2013, respectively.2014. During the three months ended March 31, 2014, these acquisitions2015, the acquired companies contributed a combined $17.9$58.8 million of sales, respectively, and a combined $1.0$5.9 million ofin income from operations.  Due to the timing of the acquisition dates, there were no contributions of operating results related to either acquisition during the three months ended March 31, 2013.

·
Revenues – Excluding the revenue contributions from the 20132014 Acquisitions as described in Note 2 above, the Company’sCompany's revenues for the three months ended March 31, 20142015 increased by $1.7$0.6 million as compared to the same period of 2013.  Bel’s magnetic and interconnect product lines had increases in revenue of $1.8 million and $2.4 million, respectively, during the first quarter of 2014 as compared to the first quarter of 2013.  These increases were partially offset by a $2.5 million decrease in module sales.three months ended March 31, 2014.

·
Product Mix – Material and labor costs vary by product line and any significant shift in product mix between higher- and lower-margin product lines will have a corresponding impact on the Company’sCompany's gross margin percentage.  During the three months ended March 31, 2014, the Company experienced a favorable shift in the mix of products sold asAs compared to the same periodpre-2014 (legacy-Bel) business on average, the recently acquired Power Solutions business has lower margins and Connectivity Solutions has higher margins.  Fluctuations in sales volume of 2013.Power Solutions or Connectivity Solutions products will have a corresponding impact on Bel's profit margins.

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·
Pricing and Availability of Materials – Pricing and availability of components that constitute raw materials in our manufacturing processes have been stable for most of the Company’sCompany's product lines, although lead times on electrical components are still extended.  While pricingPricing of electrical components stabilized during the first quarterlatter half of 2014 was consistent with the same period of 2013, there have been recent pricing pressures in this area which may impact future quarters.2014.  With regard to commodity pricing, the cost of certain commodities that are contained in components and other raw materials, such as gold and copper, were lower during the first quarter of 2014three months ended March 31, 2015 as compared to the first quarter of 2013.three months ended March 31, 2014. Any fluctuations in component prices and other commodity prices associated with Bel’sBel's raw materials will have a corresponding impact on Bel’s profit margins.Bel's operating results.

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

·
Labor Costs – Labor costs as a percentage of sales increased from 12.6%for the legacy-Bel business were 13.7% of sales during the first quarter of 2013three months ended March 31, 2015 as compared to 14.2% during the first quarterthree months ended March 31, 2014.  With the inclusion of 2014. Risingthe 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 PRCthree 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 CurrencySince 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 strengtheningrevaluation 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 Chinese Renminbi continue to impact our overall profit margins.  With the addition of TRP, approximately half of Bel’s total sales are now generated from labor-intensive magnetic products, which are primarily manufacturedthat changes in the PRC.  In February 2013, the PRC government increased the minimum wage by 19% in regions where the factories that Bel uses are located.  This increase was effective May 1, 2013.foreign currencies may have on its operating results. See Selling, General and Administrative Expense and Inflation and Foreign Currency Exchange below for further details.

·
Acquisition-Related Costs – Bel continues to pursue additional acquisition opportunities that could result in additional legal and other professional costs in future periods.

·  
Effective Tax Rate – The Company’sCompany's effective tax rate will fluctuate based on the geographic segment in which theour pretax profits are earned.  Of the geographic segments in which the Company operates,we operate, the U.S. has the highest tax rates; Europe’sEurope's tax rates are generally lower than U.S. tax rates; and Asia has the lowest tax rates of the Company’sCompany's three geographical segments. The change in the effective tax rate during the three months ended March 31, 2014 compared to the first quarter of 2013 is primarily attributed to a pretax profit in the North America and Asia segments for the three months ended March 31, 2014 compared to a pretax loss in these geographic segments for the same period in 2013.  In addition, for the three months ended March 31, 2013, the Company recognized an additional $0.4 million in Research and Experimentation (“R&E”) credits related to the year ended December 31, 2012.  See Note 79, Income Taxes, of the condensed consolidated financial statements.

Bel’s continuing strategyWith 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 growth in our magnetics and connectivity solutions product areas as we maintain and position our power business to leverage its overhead structure by increasing revenue primarily through acquisitionsbe the provider 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 generating positivewell positioned for future sales growth to translate into meaningful contributions to our operating results.  The Company added significantly to revenue and earnings through acquisitions in 2013 and additional acquisition opportunities, if consummated, would further expand Bel’s business in 2014.  In addition to the acquisition strategy, management remains focused on controlling costs, increasing manufacturing efficiency through integration and automation, and the adoption of best practices throughout the organization.  Statements regarding future results constitutepreceding discussions represent Forward-Looking Statements and could be materially adversely affected by the risk factors identified by the Company in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.Statements.  See "Cautionary Notice Regarding Forward-Looking Statements."


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Summary by Reportable Operating Segment

Net sales to external customers by reportable operating segment for the three months ended March 31, 20142015 and 20132014 were as follows (dollars in thousands):

  Three Months Ended 
  March 31, 
  2014  2013 
    North America $28,732   35% $26,817   42%
    Asia  43,048   52%  26,415   42%
    Europe  10,866   13%  9,796   16%
  $82,646   100% $63,028   100%
follows:


  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%


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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 (loss) from operations by reportable operating segment for the three months ended March 31, 20142015 and 20132014 were as follows (dollars in thousands):follows. Segment net sales are attributed to individual segments based on the geographic source of the billing for customer sales.

 Three Months Ended  Three Months Ended 
 March 31,  March 31, 
 2014  2013  2015  2014 
Total segment sales:          
North America $31,454  $29,222  $87,017  $31,454 
Asia  49,891   32,725   73,149   49,891 
Europe  10,892   10,125   41,537   10,892 
Total segment sales  92,237   72,072   201,703   92,237 
Reconciling item:                
Intersegment sales  (9,591)  (9,044)  (59,688)  (9,591)
Net sales $82,646  $63,028  $142,015  $82,646 
                
Income (loss) from operations:        
Income from operations:        
North America $882  $(1,482) $3,506  $882 
Asia  1,673   (666)  666   1,673 
Europe  326   721   5,187   326 
 $2,881  $(1,427) $9,359  $2,881 


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


Net Sales

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


  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 due to a $1.9 million increase in Bel's integrated connector module (ICM) products, which was partially offset by lower sales of discrete magnetic components.

Power Solutions and Protection:

Excluding the incremental impact of the Power Solutions acquisition, power solutions and protection net sales increased $0.6 million, or 4.8%, which was primarily due to a $1.1 million increase in sales from our custom module products, which was partially offset by a $0.5 million decline in sales from our legacy-Bel DC/DC products.

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Connectivity Solutions:

Excluding the incremental impact of 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 products and lower sales of our Cinch products.

Cost of Sales

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


  Three Months Ended 
  March 31, 
  2015  2014 
Material costs  44.1%  42.3%
Labor costs  10.5%  14.2%
Research and development expenses  4.9%  4.1%
Other expenses  21.4%  22.4%
   Total cost of sales  80.9%  83.0%


Material costs as a percentage of sales were higher during the three months ended March 31, 2015 as compared to the same period of 2014, primarily due to the inclusion of the Power Solutions business, since 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.

Included in cost of sales is research and development ("R&D") expense of $7.0 million for the three months ended March 31, 2015 and $3.4 million for the three months ended March 31, 2014.  The majority of the increase relates to the incremental impact of R&D expense of $3.8 million from the 2014 Acquired Companies.

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

SG&A expense increased $6.4 million in the three months ended March 31, 2015 as compared with the same period of 2014.  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 


The net unrealized gains on foreign currency revaluation noted above were primarily due to the appreciation of the U.S. dollar against the euro within the Power Solutions business and changes in other foreign currencies during the 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.

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.

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The provision for income taxes for the three months ended March 31, 2015 and 2014 was $2.0 million and $0.4 million, respectively.  The Company's earnings before provision for income taxes for the three months ended March 31, 2015 were approximately $4.7 million higher than the same period in 2014.  The Company's effective tax rate was 26.6% and 13.8% for the three month periods ended March 31, 2015 and 2014, respectively.  The change in the effective tax rate during the three months ended March 31, 2015 as compared to the same period of 2014, is primarily attributable to the increase in 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 taxes during the three months ended March 31, 2015 compared to the same period of 2014.

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 million at March 31, 2015 and $67.2 million at December 31, 2014 (representing 87% 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.
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"). 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, 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 was $27.0 million, of which we had the ability to borrow $22.9 million without violating our Leverage Ratio covenant based on the Company's existing consolidated EBITDA.

Cash Flows

During the three months ended March 31, 2014,2015, the acquisition of TRP contributed revenues of $15.6 millionCompany's cash and income from operations of $1.4 millioncash equivalents increased by $1.5 million.  This increase was primarily due to the Company’s Asia operating segment and revenues of $0.6following:

·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:
·repayments of long-term debt of $11.7 million;
·purchases of property, plant and equipment of $2.8 million; and
·payments of dividends of $0.8 million.

During the three months ended March 31, 2015, accounts receivable decreased by $4.6 million and income from operations of $0.1 millionprimarily due to the Company’s Europe operating segment. The acquisition of Array contributed $1.6 million oflower sales and a loss from operations of $0.5 million to the Company’s North America operating segment.  The improvement in income from operations in North Americavolume in the first quarter of 20142015 as compared to 2013 relatesthe fourth quarter of 2014.  Days sales outstanding (DSO) declined to 59 days at March 31, 2015 from 62 days at December 31, 2014.  Inventories decreased by $0.3 million during the Cinch operations.  Both sales and income from operationsthree months ended March 31, 2015 as, among other factors, production levels during the first quarter of 20132015 were negatively impacted bylower due to the relocation of Cinch’s manufacturing operations.  Manufacturing inefficiencies resulted in reduced production levels and lower overall sales of Cinch products.  In addition, various other costs associated with the Cinch reorganization further reduced our incomeChinese New Year holiday.  Inventory turns declined to 4.1 times per year at March 31, 2015 from operations in North America during 2013.  These transition issues were resolved by the end of 2013.4.3 times per year at December 31, 2014.

Overview of Financial Results

Sales forAs compared with the three months ended March 31, 2014, cash provided by operating activities increased $14.4 million. Excluding the net cash proceeds received from the NPS sale and related transactions, cash provided by 31.1% to $82.6 million from $63.0 million for the same period of 2013.  Sales were favorably impacted by the contributions made by the acquisitions of TRPoperating activities increased $5.4 million.

Cash and Array,cash equivalents, marketable securities and the rebounding of Cinch sales after the relocation of its manufacturing operations in early 2013.  Pricing to customers was adjusted during the latter half of 2013 to recover someaccounts receivable comprised approximately 27.7% of the higher labor costs in ChinaCompany's total assets at March 31, 2015 and other cost increases resulting from27.8% of total assets at December 31, 2014. The Company's current ratio (i.e., the continued strengtheningratio of the Chinese Renminbi.  These increased prices are reflected in the first quarter 2014 sales figures above. Selling, generalcurrent assets to current liabilities) was 2.5 to 1 at March 31, 2015 and administrative expense was $0.8 million higher in the first quarter of 2014 as compared2.6 to the same period of 2013, primarily due to the inclusion of expenses from the recent acquisitions.  These factors led to net earnings of $2.5 million for the first quarter of 2014 as compared to a net loss of $0.6 million for the same period of 2013.   Additional details related to these factors affecting the first quarter results are described in the Results of Operations section below.1 at December 31, 2014.


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Critical Accounting Policies

The Company’sManagement's discussion and analysis of itsBel's financial condition and results of operations are based upon the Company’sCompany's condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.U.S. GAAP. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to product returns, bad debts, inventories, goodwill, intangible assets, investments, warranties, SERP expense, income taxes and contingencies and litigation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

The discussion of new financial accounting standards applicable to the Company is incorporated herein by reference to Note 1 to the Company’sCompany's Financial Statements, “Basis"Basis of Presentation and Accounting Policies," included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Results of Operations

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

   Percentage of Net Sales
   Three Months Ended
   March 31,
   2014 2013 
       
Net sales          100.0 %         100.0 %
Cost of sales            83.0            85.6 
Selling, general and administrative ("SG&A") expenses            13.5            16.5 
Restructuring charge                -              0.2 
Interest income and other, net                -              0.1 
Earnings (loss) before provision (benefit) for income taxes              3.5            (2.2) 
Provision (benefit) for income taxes              0.5            (1.3) 
Net earnings (loss)              3.0            (0.9) 

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

Increase from
Prior Period
Three Months Ended
March 31, 2014
Compared with
Three Months Ended
March 31, 2013
Net sales31.1 %
Cost of sales27.2
SG&A expenses7.6
Net earnings/loss548.6



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Sales

Net sales increased 31.1% from $63.0 million during the three months ended March 31, 2013 to $82.6 million during the three months ended March 31, 2014.  The Company’s net sales by major product line for the three months ended March 31, 2014 and 2013 were as follows (dollars in thousands):

  Three Months Ended 
  March 31, 
  2014  2013 
Interconnect products $30,170   36% $26,112   41%
Magnetic products  39,298   48%  21,257   34%
Module products  10,850   13%  13,370   21%
Circuit protection products  2,328   3%  2,289   4%
  $82,646   100% $63,028   100%


Sales of the Company’s magnetic products for the first quarter of 2014 include $16.2 million of TRP integrated connector module (ICM) products.  As TRP was acquired in late-March 2013, there were no contributions from TRP during the first quarter of 2013.  The acquisition of Array in August 2013 contributed $1.6 million of sales to the Company’s interconnect product line during the first quarter of 2014.  During the first quarter of 2013, the Company experienced a reduction in sales of Cinch’s interconnect products due to the relocation of its manufacturing operations.

Cost of Sales

The Company’s cost of sales as a percentage of consolidated net sales for the three months ended March 31, 2014 and 2013 was comprised of the following:
 Three Months Ended
 March 31,
 2014 2013
Material costs42.3% 46.3%
Labor costs14.2% 12.6%
Research and development expenses4.1% 4.7%
Other expenses22.4% 22.0%
   Total cost of sales83.0% 85.6%


Material costs as a percentage of sales were lower in the first quarter of 2014 as compared to the first quarter of 2013, primarily due to the reduction in sales of module products, which have a higher material content than Bel’s other product lines.  An increase in sales of Cinch and Array products in 2014 also contributed to the decrease, as these products have lower material content than Bel’s other product lines.  Material costs during the first quarter of 2013 were also unusually high as the Company experienced operational inefficiencies and other start-up costs related to the relocation of Cinch’s U.S. manufacturing operations.

Labor costs during the first quarter of 2014 increased as a percentage of sales as compared to the same period of 2013, primarily due to the addition of TRP and Array in 2013, higher sales of Bel integrated connector module (ICM) and Cinch products, and the shift in product mix away from low-labor content products described above.  Government-mandated wage increases in the PRC and the strengthening of the Chinese Renminbi further increased labor costs over the prior year.  These increases were partially offset by the non-recurrence of manufacturing inefficiencies associated with the Cinch manufacturing reorganization in early 2013, and the realization of cost savings from that initiative.

Included in cost of sales are research and development (R&D) expenses of $3.4 million and $3.0 million for the three-month periods ended March 31, 2014 and 2013, respectively.  The majority of the increase relates to the inclusion of R&D expenses associated with TRP and Array, which have been included in Bel’s results since their respective acquisition dates.

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

The dollar amount of SG&A expenses was $0.8 million higher during the three months ended March 31, 2014 as compared to the same period of 2013, due almost entirely to the inclusion of SG&A expenses of the 2013 Acquisitions.  Other factors included a $0.5 million increase in wages and fringe expense and a $0.4 million reduction in acquisition-related costs during the first quarter of 2014 as compared to the same period of 2013.

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Provision (Benefit) for Income Taxes

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

The provision (benefit) for income taxes for the three months ended March 31, 2014 was $0.4 million compared to a benefit of ($0.8) million for the three months ended March 31, 2013.  The Company’s earnings before income taxes for the three months ended March 31, 2014 are approximately $4.3 million higher than the same period in 2013.  The Company’s effective tax rate, the income tax provision (benefit) as a percentage of earnings (loss) before provision (benefit) for income taxes, was 13.8% and (59.9%) for the three-month periods ended March 31, 2014 and 2013, respectively.   The change in the effective tax rate during the three months ended March 31, 2014 compared to the first quarter of 2013 is primarily attributed to a pretax profit in the North America and Asia segments for the three months ended March 31, 2014 compared to a pretax loss in these geographic segments for the same period in 2013.  In addition, for the three months ended March 31, 2013, the Company recognized an additional $0.4 million in R&E credits related to the year ended December 31, 2012. See Note 7 of the condensed consolidated financial statements.

Liquidity and Capital Resources

Historically, the Company has financed its capital expenditures primarily through cash flows from operating activities and has financed acquisitions through cash flows from operating activities, cash reserves, borrowings, and the issuance of Bel Fuse Inc. common stock.  Management believes that the cash flow from operations after payments of dividends combined with its existing capital base, cash reserves and the Company’s available line of credit will be sufficient to fund its operations for at least the next twelve months.  Such statement constitutes a Forward-Looking Statement.  Factors which could cause the Company to require additional capital include, among other things, a softening in the demand for the Company’s existing products, an inability to respond to customer demand for new products, potential acquisitions (as discussed below) requiring substantial capital, future expansion of the Company’s operations and net losses that would result in net cash being used in operating, investing and/or financing activities which result in net decreases in cash and cash equivalents.  Net losses may impact availability under our credit facility and preclude the Company from raising debt or equity financing in the capital markets on affordable terms or otherwise.

The Company has an unsecured credit agreement in the amount of $30 million, which expires on October 14, 2016.  The borrowings under the line of credit amounted to $4.0 million and $12.0 million at March 31, 2014 and December 31, 2013, respectively.  At March 31, 2014 and December 31, 2013, the balance available under the credit agreement was $26.0 million and $18.0 million, respectively.  Amounts outstanding under this line of credit are collateralized with a first priority security interest in 100% of the issued and outstanding shares of the capital stock of the Company's material domestic subsidiaries and 65% of all the issued and outstanding shares of the capital stock of certain of the foreign subsidiaries of the Company.  The credit agreement bears interest at LIBOR plus 1.00% to 1.50% based on certain financial statement ratios maintained by the Company.  The interest rate in effect on the borrowings outstanding at March 31, 2014 and December 31, 2013 was 1.4% at each date.  The Company incurred interest expense of less than $0.1 million related to the borrowings under the credit agreement during the three months ended March 31, 2014.  There was no interest expense related to the line of credit during the three months ended March 31, 2013 as there were no borrowings outstanding during that period.  Under the terms of the credit agreement, the Company is required to maintain certain financial ratios and comply with other financial conditions.  The Company was in compliance with its debt covenants as of March 31, 2014.

On April 25, 2014, the Company entered into a Stock and Asset Purchase Agreement with ABB Ltd. (“ABB”) pursuant to which the Company has agreed to acquire the Power-One Power Solutions business from ABB for approximately $117.0 million in cash.  This acquisition is expected to close at the end of the second quarter of 2014 and will be funded through bank borrowings and cash on hand.

Cash Flows

During the three months ended March 31, 2014, the Company’s cash and cash equivalents decreased by $8.2 million. This resulted primarily from $8.0 million of repayments under the revolving credit line, $1.2 million paid for the purchase of property, plant and equipment and $0.8 million for payments of dividends, partially offset by $1.8 million provided by operating activities.  As compared to the three months ended March 31, 2013, cash provided by operating activities increased by $0.1 million.  During the three months ended March 31, 2014, accounts receivable decreased by $6.5 million primarily due to lower sales volume in the first quarter of 2014 as compared to the fourth quarter of 2013.  Inventories decreased by $2.1 million during the three months ended March 31, 2014 as, among other factors, production levels during the first quarter of 2014 were lower due to the Chinese New Year holiday.

Cash and cash equivalents, marketable securities and accounts receivable comprised approximately 38.3% and 40.9% of the Company’s total assets at March 31, 2014 and December 31, 2013, respectively. The Company’s current ratio (i.e., the ratio of current assets to current liabilities) was 4.0 to 1 and 3.0 to 1 at March 31, 2014 and December 31, 2013, respectively.


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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 therechanges 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, 2014.2015.  Refer to Item 7A, “Management’s"Management's Discussion and Analysis of Financial Condition and Results of Operations," in the Company’sCompany's Annual Report on Form 10-K for the year ended December 31, 20132014 for further discussion of market risks.

Item 4.   Controls and Procedures

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

Changes in internal controls over financial reporting:  There were no significant changes in the Company’sCompany's internal controls over financial reporting that occurred during the Company’s last fiscal quarter to which this report relatesthree months ended March 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’sCompany'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’sCompany's Financial Statements, under “Legal Proceedings”"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.

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See Part I, Item 1A, "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. Except as required by the federal securities law, we undertake no obligation to update or revise any risk factor, whether as a result of new information, future events or otherwise.



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Item 6.  Exhibits
 
  
(a)Exhibits:
 
  
2.1*Stock purchase agreement by and among Bel Fuse Inc., Power-One, Inc. and PWO Holdings B.V. dated as of April 25, 2014.
  
31.1*Certification of the President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  
31.2*Certification of the principal accountingPrincipal Financial Officer and financial officerPrincipal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
 32.1**Certification of the President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
 32.2**Certification of the principal accountingPrincipal Financial Officer and financial officerPrincipal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  
101.INS***XBRL Instance Document
  
101.SCH***XBRL Taxonomy Extension Schema Document
  
101.CAL***XBRL Taxonomy Extension Calculation Linkbase Document
  
101.DEF***XBRL Taxonomy Extension Definition Linkbase Document
  
101.LAB***XBRL Taxonomy Extension Label Linkbase Document
  
101.PRE***XBRL Taxonomy Extension Presentation Linkbase Document
  

* Filed herewith.
       **** Submitted herewith.
 *** XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject


24

Return to liability under these sections.

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SIGNATURES
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 12, 20148, 2015 
By:/s/ Daniel Bernstein
 Daniel Bernstein
 President and Chief Executive Officer
  
By:/s/ Colin Dunn
 Colin Dunn
 Vice President of Finance and Secretary
 (Principal Financial Officer and Principal Accounting Officer)
















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EXHIBIT INDEX

Exhibit 2.1* - Stock purchase agreement by and among Bel Fuse Inc., Power-One, Inc. and PWO Holdings B.V. dated as of April 25, 2014.EXHIBIT INDEX

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

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

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

Exhibit 32.2** - Certification of the principal accountingPrincipal Financial Officer and financial officerPrincipal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 101.INS*** – XBRL Instance Document

Exhibit 101.SCH*** – XBRL Taxonomy Extension Schema Document

Exhibit 101.CAL*** – XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit 101.DEF*** – XBRL Taxonomy Extension Definition Linkbase Document

Exhibit 101.LAB*** – XBRL Taxonomy Extension Label Linkbase Document

Exhibit 101.PRE*** – XBRL Taxonomy Extension Presentation Linkbase Document


* Filed herewith.
       **** Submitted herewith.
      *** XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject


Return to liability under these sections.Index