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,
2010


or





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





For
      the transition period from
            
            to





Commission
      File Number:
            0-F11676





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





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





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





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





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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities and 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.x  Yes    o  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 during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).   o  Yes    o  No      Not
applicable to the registrant.





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 o
              Accelerated
      filer x
              Non-accelerated
      filer o
              Smaller
      reporting company o(Do
      not check if a smallerreporting
      company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


o  Yes                      x  No





At May 6,
2010, there were 2,174,912 shares of Class A Common Stock, $0.10 par value,
outstanding and 9,463,893 shares of Class B Common Stock, $0.10 par value,
outstanding.





BEL FUSE
INC.





INDEX





PagePart I
                                                                                                  
                                                                                                  Financial
      InformationItem
      1.
                                                                                                  Financial
      Statements
                                                                                                  1Condensed
      Consolidated Balance Sheets as of March 31, 2010 and December 31, 2009
      (unaudited)
                                                                                                  2-3Condensed
      Consolidated Statements of Operations for the Three Months Ended March 31,
      2010 and 2009 (unaudited)
                                                                                                  4Condensed
      Consolidated Statement of Stockholders' Equity for the Three Months Ended
      March 31, 2010 (unaudited)
                                                                                                  5Condensed
      Consolidated Statements of Cash Flows for the Three Months Ended March 31,
      2010 and 2009 (unaudited)
                                                                                                  6-7Notes
      to Condensed Consolidated Financial Statements (unaudited)
                                                                                                  8-18Item 2.
                                                                                                  Management's
      Discussion and Analysis of  Financial Condition and Results of
      Operations
                                                                                                  19-27Item
      3.
                                                                                                  Quantitative
      and Qualitative Disclosures About Market Risk
                                                                                                  28Item
      4.
                                                                                                  Controls
      and Procedures
                                                                                                  28Part II
                                                                                                  
                                                                                                  Other
      InformationItem
      1.
                                                                                                  Legal
      Proceedings
                                                                                                  28Item
      6.
                                                                                                  Exhibits
                                                                                                  29Signatures
                                                                                                  30





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 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,
2009.





The results of operations for the three
months ended March 31, 2010 are not necessarily indicative of the results for
the entire fiscal year or for any other period.


1


BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS


(dollars
in thousands, except share and per share data)


(Unaudited)




March 31,
                
                
                December 31,2010
                
                
                2009ASSETSCurrent
      Assets:Cash
      and cash equivalents
                
                $
                79,875
                
                
                $
                124,231Accounts
      receivable - less allowance for doubtful accounts of $495 and $596 at
      March 31, 2010 and December 31, 2009, respectively
                
                
                41,227
                
                
                
                34,783Inventories
                
                
                43,611
                
                
                
                31,791Prepaid
      expenses and other current assets
                
                
                2,416
                
                
                
                955Refundable
      income taxes
                
                
                3,503
                
                
                
                3,255Deferred
      income taxes
                
                
                872
                
                
                
                815Total
      Current Assets
                
                
                171,504
                
                
                
                195,830Property,
      plant and equipment - net
                
                
                42,504
                
                
                
                35,943Restricted
      cash
                
                
                401
                
                
                
                250Deferred
      income taxes
                
                
                4,740
                
                
                
                4,516Intangible
      assets - net
                
                
                2,905
                
                
                
                551Goodwill
                
                
                19,883
                
                
                
                1,957Other
      assets
                
                
                8,620
                
                
                
                6,899TOTAL
      ASSETS
                
                $
                250,557
                
                
                $
                245,946





See notes
to unaudited condensed consolidated financial statements.


2




BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS (Continued)


(dollars
in thousands, except shares and per share data)


(Unaudited)




March
      31,
                      
                      
                      December
      31,2010
                      
                      
                      2009LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Accounts
      payable
                      
                      $
                      19,160
                      
                      
                      $
                      17,194Accrued
      expenses
                      
                      
                      11,136
                      
                      
                      
                      7,991Accrued
      restructuring costs
                      
                      
                      157
                      
                      
                      
                      156Income
      taxes payable
                      
                      
                      1,911
                      
                      
                      
                      1,863Dividends
      payable
                      
                      
                      812
                      
                      
                      
                      793Total
      Current Liabilities
                      
                      
                      33,176
                      
                      
                      
                      27,997Long-term
      Liabilities:Accrued
      restructuring costs
                      
                      
                      468
                      
                      
                      
                      508Liability
      for uncertain tax positions
                      
                      
                      2,986
                      
                      
                      
                      2,887Minimum
      pension obligation and unfunded pension liability
                      
                      
                      5,806
                      
                      
                      
                      5,622Total
      Long-term Liabilities
                      
                      
                      9,260
                      
                      
                      
                      9,017Total
      Liabilities
                      
                      
                      42,436
                      
                      
                      
                      37,014Commitments
      and ContingenciesStockholders'
      Equity:Preferred
      stock, no par value, authorized 1,000,000 shares; none
    issued
                      
                      
                      -
                      
                      
                      
                      -Class
      A common stock, par value $.10 per share - authorized 10,000,000 shares;
      outstanding 2,174,912 at each date (net of 1,072,769 treasury
      shares)
                      
                      
                      217
                      
                      
                      
                      217Class
      B common stock, par value $.10 per share - authorized 30,000,000 shares;
      outstanding 9,464,143 and 9,464,343 shares, respectively (net of 3,218,307
      treasury shares)
                      
                      
                      946
                      
                      
                      
                      946Additional
      paid-in capital
                      
                      
                      22,193
                      
                      
                      
                      21,663Retained
      earnings
                      
                      
                      184,252
                      
                      
                      
                      185,014Accumulated
      other comprehensive income
                      
                      
                      513
                      
                      
                      
                      1,092Total
      Stockholders' Equity
                      
                      
                      208,121
                      
                      
                      
                      208,932TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                      
                      $
                      250,557
                      
                      
                      $
                      245,946




See 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 31,2010
                  
                  
                  2009Net
      Sales
                  
                  $
                  56,149
                  
                  
                  $
                  43,871Costs
      and expenses:Cost
      of sales
                  
                  
                  47,053
                  
                  
                  
                  38,211Selling,
      general and administrative
                  
                  
                  9,162
                  
                  
                  
                  7,653Restructuring
      charges
                  
                  
                  -
                  
                  
                  
                  413Gain
      on sale of property, plant and equipment
                  
                  
                  -
                  
                  
                  
                  (4,665
                  )56,215
                  
                  
                  
                  41,612(Loss)
      Income from operations
                  
                  
                  (66
                  )
                  
                  
                  2,259Interest
      income and other, net
                  
                  
                  122
                  
                  
                  
                  191Earnings
      before provision for income taxes
                  
                  
                  56
                  
                  
                  
                  2,450Provision
      for income taxes
                  
                  
                  24
                  
                  
                  
                  1,634Net
      earnings
                  
                  $
                  32
                  
                  
                  $
                  816Earnings
      per share:Class
      A common share - basic and diluted
                  
                  $
                  0.00
                  
                  
                  $
                  0.06Class
      B common share - basic and diluted
                  
                  $
                  0.00
                  
                  
                  $
                  0.07Weighted-average
      shares outstanding:Class
      A common share - basic and diluted
                  
                  
                  2,174,912
                  
                  
                  
                  2,176,156Class
      B common share - basic and diluted
                  
                  
                  9,464,270
                  
                  
                  
                  9,362,115Dividends
      paid per share:Class
      A common share
                  
                  $
                  0.06
                  
                  
                  $
                  0.06Class
      B common share
                  
                  $
                  0.07
                  
                  
                  $
                  0.07





See notes
to unaudited condensed consolidated financial statements.


4





BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY


(dollars
in thousands)


(Unaudited)





Accumulated
                          
                          
                          
                          
                          
                          
                          
                          
                          AdditionalOther
                          
                          
                          Class A
                          
                          
                          Class B
                          
                          
                          Paid-InComprehensive
                          
                          
                          Retained
                          
                          
                          Comprehensive
                          
                          
                          Common
                          
                          
                          Common
                          
                          
                          CapitalTotal
                          
                          
                          Loss
                          
                          
                          Earnings
                          
                          
                          Income
                          
                          
                          Stock
                          
                          
                          Stock
                          
                          
                          (APIC)Balance,
      January 1, 2010
                          
                          $
                          208,932
                          
                          
                          
                          
                          
                          $
                          185,014
                          
                          
                          $
                          1,092
                          
                          
                          $
                          217
                          
                          
                          $
                          946
                          
                          
                          $
                          21,663Cash
      dividends declared on Class A common stock
                          
                          
                          (131
                          )
                          
                          
                          
                          
                          
                          (131
                          )Cash
      dividends declared on Class B common stock
                          
                          
                          (663
                          )
                          
                          
                          
                          
                          
                          (663
                          )Currency
      translation adjustment
                          
                          
                          (666
                          )
                          
                          $
                          (666
                          )
                          
                          
                          
                          
                          
                          
                          (666
                          )Unrealized
      holding gains on marketable securities arising during the year, net of
      taxes of $53
                          
                          
                          87
                          
                          
                          
                          87
                          
                          
                          
                          
                          
                          
                          
                          87Stock-based
      compensation expense
                          
                          
                          530
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          530Net
      earnings
                          
                          
                          32
                          
                          
                          
                          32
                          
                          
                          
                          32Comprehensive
      loss
                          
                          
                          
                          
                          
                          $
                          (547
                          )Balance,
      March 31, 2010
                          
                          $
                          208,121
                          
                          
                          
                          
                          
                          
                          $
                          184,252
                          
                          
                          $
                          513
                          
                          
                          $
                          217
                          
                          
                          $
                          946
                          
                          
                          $
                          22,193




See notes
to unaudited condensed consolidated financial statements.


5




BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(dollars
in thousands)


(Unaudited)





Three Months EndedMarch 31,2010
                
                
                2009Cash
      flows from operating activities:Net
      earnings
                
                $
                32
                
                
                $
                816Adjustments
      to reconcile net earnings to net cash (used in) provided by operating
      activities:Depreciation
      and amortization
                
                
                1,866
                
                
                
                1,686Stock-based
      compensation
                
                
                530
                
                
                
                426Gain
      on sale of property, plant and equipment
                
                
                -
                
                
                
                (4,665
                )Other,
      net
                
                
                (39
                )
                
                
                670Deferred
      income taxes
                
                
                11
                
                
                
                1,953Changes
      in operating assets and liabilities (see below)
                
                
                (4,942
                )
                
                
                14,441Net
      Cash (Used in) Provided by Operating Activities
                
                
                (2,542
                )
                
                
                15,327Cash
      flows from investing activities:Purchase
      of property, plant and equipment
                
                
                (559
                )
                
                
                (410
                )Purchase
      of marketable securities
                
                
                -
                
                
                
                (2,033
                )Payment
      for acquisition of business, net of cash acquired
                
                
                (40,388
                )
                
                
                -Proceeds
      from sale of property, plant and equipment
                
                
                -
                
                
                
                2,617Redemption
      of investment
                
                
                -
                
                
                
                1,454Net
      Cash (Used in) Provided by Investing Activities
                
                
                (40,947
                )
                
                
                1,628Cash
      flows from financing activities:Dividends
      paid to common shareholders
                
                
                (774
                )
                
                
                (772
                )Purchase
      and retirement of Class A common stock
                
                
                -
                
                
                
                (92
                )Net
      Cash Used In Financing Activities
                
                
                (774
                )
                
                
                (864
                )Effect
      of exchange rate changes on cash
                
                
                (93
                )
                
                
                (128
                )





See notes
to unaudited condensed consolidated financial statements.


6


BEL
FUSE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)


(dollars
in thousands)


(Unaudited)





Three Months EndedMarch 31,2010
                
                
                2009Net
      (Decrease) Increase in Cash and Cash Equivalents
                
                
                (44,356
                )
                
                
                15,963Cash
      and Cash Equivalents - beginning of period
                
                
                124,231
                
                
                
                74,955Cash
      and Cash Equivalents - end of period
                
                $
                79,875
                
                
                $
                90,918Changes
      in operating assets and liabilities consist of:Decrease
      in accounts receivable
                
                $
                162
                
                
                $
                14,862(Increase)
      decrease in inventories
                
                
                (4,466
                )
                
                
                7,938Increase
      in prepaid expenses and other current assets
                
                
                (845
                )
                
                
                (634
                )Increase
      in other assets
                
                
                (5
                )
                
                
                (6
                )Decrease
      in accounts payable
                
                
                (278
                )
                
                
                (3,464
                )Increase
      (decrease) in accrued expenses
                
                
                385
                
                
                
                (3,496
                )Cash
      payments of accrued restructuring costs
                
                
                (39
                )
                
                
                (183
                )Increase
      (decrease) in income taxes payable
                
                
                144
                
                
                
                (576
                )$
                (4,942
                )
                
                $
                14,441Supplementary
      information:Cash
      paid during the period for:Income
      taxes, net of refunds received
                
                $
                37
                
                
                $
                207Interest
                
                
                25
                
                
                
                -Details
      of acquisition (see Note 3):Fair
      value of identifiable net assets acquired
                
                $
                22,484
                
                
                $
                -Goodwill
                
                
                17,961
                
                
                
                -Fair
      value of net assets acquired
                
                $
                40,445
                
                
                $
                -Fair
      value of consideration transferred
                
                $
                40,445
                
                
                $
                -Less:
      Cash acquired in acquisition
                
                
                (57
                )
                
                
                -Cash
      paid for acquisition, net of cash acquired
                
                $
                40,388
                
                
                $
                -





See notes
to unaudited condensed consolidated financial statements.


7


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, 2010, and the condensed
consolidated statements of operations, stockholders' equity and cash flows for
the periods presented herein have been prepared by Bel Fuse Inc. (the "Company"
or "Bel") and are unaudited. In the opinion of management, all adjustments
(consisting solely of normal recurring adjustments) necessary to present fairly
the financial position, results of operations, changes in stockholders' equity
and cash flows for all periods presented have been made.  The results
for the three months ended March 31, 2010 should not be viewed as indicative of
the Company’s annual results or the Company’s results for any other
period.  The information for the condensed consolidated balance sheet
as of December 31, 2009 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,
2009.





On
January 29, 2010, the Company completed its acquisition of 100% of the issued
and outstanding capital stock of Cinch Connectors, Inc. (“Cinch U.S.”), Cinch
Connectors de Mexico, S.A. de C.V. (“Cinch Mexico”) and Cinch Connectors Ltd.
(“Cinch Europe”) (collectively “Cinch”) from Safran
S.A..  Accordingly, as of January 29, 2010, all of the assets acquired
and liabilities assumed were recorded at their provisional fair values and the
Company’s condensed consolidated results of operations for the three months
ended March 31, 2010 include Cinch’s operating results from January 29, 2010
through March 31, 2010.





Recent Accounting
Pronouncements





The
Company’s significant accounting policies are summarized in Note 1 of the
Company’s Annual Report on Form 10-K for the year ended December 31,
2009.  There were no significant changes to these accounting policies
during the three months ended March 31, 2010 and the Company does not expect
that the adoption of other recent accounting pronouncements will have a material
impact on its financial statements.




2.
            EARNINGS
      PER SHARE





The
Company utilizes the two-class method to report its earnings per
share.  The two-class method is an earnings allocation formula that
determines earnings per share for each class of common stock according to
dividends declared and participation rights in undistributed (loss)
earnings.  The Company’s Certificate of Incorporation, as amended,
states that Class B common shares are entitled to dividends at least 5% greater
than dividends paid to Class A common shares, resulting in the two-class method
of computing earnings per share.  In computing earnings per share, the
Company has allocated dividends declared to Class A and Class B based on amounts
actually declared for each class of stock and 5% more of the undistributed
(loss) earnings have been allocated to Class B shares than to the Class A shares
on a per share basis.  Basic earnings per common share are computed by
dividing net earnings by the weighted-average number of common shares
outstanding during the period.  Diluted earnings per common share, for
each class of common stock, are computed by dividing net earnings by the
weighted-average number of common shares and potential common shares outstanding
during the period.  There were no potential common shares outstanding
during the three months ended March 31, 2010 or 2009 which would have had a
dilutive effect on earnings per share.


8





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





Three Months EndedMarch 31,2010
                  
                  
                  2009Numerator:Net
      earnings
                  
                  $
                  32
                  
                  
                  $
                  816Less
      Dividends:Class
      A
                  
                  
                  131
                  
                  
                  
                  131Class
      B
                  
                  
                  663
                  
                  
                  
                  655Undistributed
      (loss) earnings
                  
                  $
                  (762
                  )
                  
                  $
                  30Undistributed
      (loss) earnings allocation - basic and diluted:Class
      A undistributed (loss) earnings
                  
                  
                  (137
                  )
                  
                  
                  5Class
      B undistributed (loss) earnings
                  
                  
                  (625
                  )
                  
                  
                  25Total
      undistributed (loss) earnings
                  
                  $
                  (762
                  )
                  
                  $
                  30Net
      earnings allocation - basic and diluted:Class
      A allocated (loss) earnings
                  
                  
                  (6
                  )
                  
                  
                  136Class
      B allocated earnings
                  
                  
                  38
                  
                  
                  
                  680Net
      earnings
                  
                  $
                  32
                  
                  
                  $
                  816Denominator:Weighted-average
      shares outstanding:Class
      A common share - basic and diluted
                  
                  
                  2,174,912
                  
                  
                  
                  2,176,156Class
      B common share - basic and diluted
                  
                  
                  9,464,270
                  
                  
                  
                  9,362,115Earnings
      per share:Class
      A common share - basic and diluted
                  
                  $
                  0.00
                  
                  
                  $
                  0.06Class
      B common share - basic and diluted
                  
                  $
                  0.00
                  
                  
                  $
                  0.07





3.           ACQUISITION





On
January 29, 2010 (the “Acquisition Date”), the Company completed its acquisition
of 100% of the issued and outstanding capital stock of Cinch from Safran
S.A.  As of March 31, 2010, Bel paid $39.6 million in cash and assumed
an additional $0.8 million of expenses in exchange for the net assets
acquired.  The final purchase price remains subject to certain
adjustments related to working capital.  The transaction was funded
with cash on hand.  Cinch is headquartered in Lombard, Illinois and
has manufacturing facilities in Vinita, Oklahoma: Reynosa, Mexico; and Worksop,
England.





Cinch
manufactures a broad range of interconnect products for customers in the
military and aerospace, high-performance computing, telecom/datacom, and
transportation markets.  The Company believes that the addition of
Cinch’s well-established lines of connector and cable products and extensive
customer base will provide Bel with immediate access to the large and growing
aerospace and military markets and will strengthen Bel’s position as a one-stop
supplier of high-performance computing, telecom and data products.  In
addition to these strategic synergies, there is a significant opportunity for
expense reduction and the elimination of redundancies.  The
combination of these factors, and Bel’s ability to leverage its existing product
line, have given rise to the provisional amount of goodwill detailed
below.


9


The
following table summarizes the consideration paid and the preliminary allocation
of the assets acquired and liabilities assumed as of the close of the
acquisition (in thousands):




MeasurementPeriod
              
              
              January 29, 2010January 29, 2010
              
              
              Adjustments (a)
              
              
              (As adjusted)Cash
              
              $
              57
              
              
              $
              -
              
              
              $
              57Accounts
      receivable
              
              
              6,910
              
              
              
              -
              
              
              
              6,910Inventories
              
              
              7,548
              
              
              
              -
              
              
              
              7,548Other
      current assets
              
              
              803
              
              
              
              86
              
              
              
              889Property,
      plant and equipment
              
              
              7,822
              
              
              
              -
              
              
              
              7,822Intangible
      assets
              
              
              2,528
              
              
              
              -
              
              
              
              2,528Other
      assets
              
              
              1,715
              
              
              
              274
              
              
              
              1,989Total
      identifiable assets
              
              
              27,383
              
              
              
              360
              
              
              
              27,743Accounts
      payable
              
              
              (2,320
              )
              
              
              
              
              
              
              (2,320
              )Accrued
      expenses and other current liabilities
              
              
              (2,932
              )
              
              
              (7
              )
              
              
              (2,939
              )Total
      liabilities assumed
              
              
              (5,252
              )
              
              
              (7
              )
              
              
              (5,259
              )Net
      identifiable assets acquired
              
              
              22,131
              
              
              
              353
              
              
              
              22,484Goodwill
              
              
              18,371
              
              
              
              (410
              )
              
              
              17,961Net
      assets acquired
              
              $
              40,502
              
              
              $
              (57
              )
              
              $
              40,445Cash
      paid
              
              $
              39,755
              
              
              
              (130
              )
              
              $
              39,625Assumption
      of change-in-control payments
              
              
              747
              
              
              
              73
              
              
              
              820Fair
      value of consideration transferred
              
              $
              40,502
              
              
              $
              (57
              )
              
              $
              40,445




(a)
            Measurement
      period adjustments made during the three months ended March 31, 2010
      primarily relate to corrections of various deferred tax items as of the
      Acquisition Date.




The above
estimated fair values of assets acquired and liabilities assumed are preliminary
and are based on the information that was available as of the Acquisition Date
to estimate the fair value of assets acquired and liabilities
assumed.  Measurement period adjustments reflect new information
obtained about facts and circumstances that existed as of the Acquisition
Date.  The Company believes that information provides a reasonable
basis for estimating the fair value of assets acquired and liabilities assumed,
but the Company is waiting for additional information necessary to finalize
those fair values.  Thus, the preliminary measurements of fair value
set forth above are subject to change.  Such changes could be
significant.  The Company expects to finalize the valuation and
complete the purchase price allocation as soon as practicable but no later than
one year from the Acquisition Date.





Of the
$18.0 million of goodwill noted above, $15.2 million has been allocated to the
Company’s North America operating segment and $2.8 million has been allocated to
the Company’s Europe operating segment.  This allocation was
determined based on those operating segments expected to benefit from the
acquisition of Cinch and was based primarily on the location of Cinch operations
and associated revenue generation at the Acquisition Date.  The
Company expects $15.1 million of the goodwill allocated to the North America
reportable operating segment to be deductible for tax purposes over a period of
15 years.





During
the three months ended March 31, 2010, the Company expensed $0.2 million of
acquisition-related costs.  These costs are included in selling,
general and administrative expenses in the accompanying condensed consolidated
statement of operations.


10




Cinch’s
results of operations have been included in the Company’s condensed consolidated
financial statements for the period subsequent to the Acquisition
Date.  Cinch contributed revenues of $9.9 million and estimated net
losses of $0.6 million to the Company for the period from the Acquisition Date
through March 31, 2010.  The unaudited pro forma information presents
the combined operating results of the Company and Cinch.  The
unaudited pro forma results are presented for illustrative purposes only and
include the effects of headcount reductions that were effected on the
Acquisition Date.  They do not reflect the realization of any other
potential cost savings, or any related integration costs. Certain cost savings
may result from the acquisition; however, there can be no assurance that these
cost savings will be achieved. These pro forma results do not purport to be
indicative of the results that would have actually been obtained if the
acquisition had occurred as of January 1, 2009, nor does the pro forma data
intend to be a projection of results that may be obtained in the
future.




The
following unaudited pro forma consolidated results of operations assume that the
acquisition of Cinch was completed as of January 1, 2009:





Three Months EndedMarch 31,2010
                  
                  
                  2009Pro
      forma consolidated results (in thousands, except per share
      data)Revenue
                  
                  $
                  59,818
                  
                  
                  $
                  58,645Net
      earnings
                  
                  
                  791
                  
                  
                  
                  696Earnings
      per Class A common share - basic and diluted
                  
                  
                  0.06
                  
                  
                  
                  0.05Earnings
      per Class B common share - basic and diluted
                  
                  
                  0.07
                  
                  
                  
                  0.06





4.   FAIR
VALUE MEASUREMENTS





The
Company utilizes the accounting guidance for fair value measurements and
disclosures for all financial assets and liabilities and nonfinancial assets and
liabilities that are recognized or disclosed at fair value in the condensed
consolidated financial statements on a recurring basis or on a nonrecurring
basis during the reporting period.  The fair value is 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.  The Company utilizes market data or assumptions that market
participants would use in pricing the asset or liability.  The
accounting guidance establishes a three-tier fair value hierarchy, which
prioritizes the inputs used in measuring fair value.  These tiers are
defined as follows:





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





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





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





As of
March 31, 2010 and December 31, 2009, the Company held certain financial assets
that are measured at fair value on a recurring basis.  These consisted
primarily of the Company’s investments in a Rabbi Trust, which are intended to
fund the Company’s SERP obligations.  These are categorized as
available-for-sale securities and are included as other assets in the
accompanying condensed consolidated balance sheet at March 31, 2010 and December
31, 2009. The fair value of these investments is determined based on quoted
market prices in public markets and is categorized as Level 1.  The
Company does not have any financial assets measured at fair value on a recurring
basis categorized as Level 2 or Level 3, and there were no transfers in or out
of Level 1, Level 2 or Level 3 during the three months ended March 31, 2010 and
2009.  There were no changes to the Company’s valuation techniques
used to measure asset fair values on a recurring or nonrecurring basis during
the three months ended March 31, 2010.


11




The
following table sets forth by level, within the fair value hierarchy, the
Company’s financial assets accounted for at fair value on a recurring basis as
of March 31, 2010 and December 31, 2009 (dollars in thousands).





Assets at Fair Value UsingTotal
                      
                      
                      Quoted Prices
                        in Active
                        Markets for
                        IdenticalAssets
                        (Level 1)
                      
                      
                      Significant
                        Other
                        Observable
                        Inputs
                        (Level 2)
                      
                      
                      Significant
                        Unobservable
                        Inputs
                        (Level 3)As of March 31, 2010Available-for-sale
      securities:Investments
      held in Rabbi Trust
                      
                      $
                      3,795
                      
                      
                      $
                      3,795
                      
                      
                      $
                      -
                      
                      
                      $
                      -Marketable
      securities
                      
                      
                      3
                      
                      
                      
                      3
                      
                      
                      
                      -
                      
                      
                      
                      -Total
                      
                      $
                      3,798
                      
                      
                      $
                      3,798
                      
                      
                      $
                      -
                      
                      
                      $
                      -As of December 31, 2009Available-for-sale
      securities:Investments
      held in Rabbi Trust
                      
                      $
                      3,656
                      
                      
                      $
                      3,656
                      
                      
                      $
                      -
                      
                      
                      $
                      -Marketable
      securities
                      
                      
                      2
                      
                      
                      
                      2
                      
                      
                      
                      -
                      
                      
                      
                      -Total
                      
                      $
                      3,658
                      
                      
                      $
                      3,658
                      
                      
                      $
                      -
                      
                      
                      $
                      -




The
Company has other financial instruments, such as accounts receivable, accounts
payable and accrued expenses, which have been excluded from the tables
above.  Due to the short-term nature of these instruments, the
carrying value of accounts receivable, accounts payable and accrued expenses
approximate their fair values.  The Company did not have any other
financial liabilities within the scope of the fair value disclosure requirements
as of March 31, 2010.





There
were no financial assets or liabilities accounted for at fair value on a
nonrecurring basis as of March 31, 2010 and December 31,
2009.  Nonfinancial assets and liabilities, such as goodwill 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, on at least an annual
basis.  There were no triggering events that occurred during the three
months ended March 31, 2010 that would warrant interim impairment
testing.





5.           INVENTORIES





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





March 31,
                  
                  
                  December 31,2010
                  
                  
                  2009Raw
      materials
                  
                  $
                  29,340
                  
                  
                  $
                  22,431Work
      in progress
                  
                  
                  5,352
                  
                  
                  
                  1,478Finished
      goods
                  
                  
                  8,919
                  
                  
                  
                  7,882$
                  43,611
                  
                  
                  $
                  31,791


12


6.           
BUSINESS SEGMENT INFORMATION





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 revenues and operating
income.  The following is a summary of key financial data (dollars in
thousands):





Three
      Months EndedMarch 31,2010
                    
                    
                    2009Total
      segment revenuesNorth
      America
                    
                    $
                    24,246
                    
                    
                    $
                    11,306Asia
                    
                    
                    34,771
                    
                    
                    
                    33,798Europe
                    
                    
                    6,776
                    
                    
                    
                    5,040Total
      segment revenues
                    
                    
                    65,793
                    
                    
                    
                    50,144Reconciling
      item:Intersegment
      revenues
                    
                    
                    (9,644
                    )
                    
                    
                    (6,273
                    )Net
      sales
                    
                    $
                    56,149
                    
                    
                    $
                    43,871(Loss)
      Income from operations:North
      America
                    
                    $
                    (138
                    )
                    
                    $
                    2,570Asia
                    
                    
                    133
                    
                    
                    
                    (192
                    )Europe
                    
                    
                    (61
                    )
                    
                    
                    (119
                    )$
                    (66
                    )
                    
                    $
                    2,259




The
following items are included in the (loss) income from operations presented
above:





Acquisition of Cinch
– the above figures for the three months ended March 31, 2010 include sales
volume and expenses of Cinch since the acquisition date of January 29,
2010.  During the three months ended March 31, 2010, the Cinch
acquisition contributed revenues of $8.0 million and a loss from operations of
$0.5 million to the Company’s North America operating segment and revenues of
$1.9 million and a loss from operations of $0.1 million to the Company’s Europe
operating segment.





Restructuring Charges
– In connection with the closure of its Westborough, Massachusetts facility, the
Company incurred $0.4 million of restructuring charges during the three months
ended March 31, 2009, including $0.1 million of severance costs and $0.3 million
related to its facility lease obligation.These charges impacted the
operating profit of the Company’s North America operating segment.





Gain on Sale of Property,
Plant & Equipment – During the three months ended March 31, 2009, the
Company recognized a previously-deferred $4.6 million pre-tax gain in the North
America operating segment from the 2007 sale of a property in Jersey City, New
Jersey.





Net Sales – Net sales
to external customers 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 from operations
represents net sales less operating costs and expenses.


13




7.           
INCOME TAXES





As of
March 31, 2010 and December 31, 2009, the Company has approximately $4.8 million
and $4.7 million, respectively, of liabilities for uncertain tax positions ($1.8
million and $1.8 million, respectively, included in income taxes payable and
$3.0 million and $2.9 million, respectively, included in liability for uncertain
tax positions) all of which, if reversed, 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 2006 and for state examinations before
2005.   Regarding foreign subsidiaries, the Company is no longer
subject to examination by tax authorities for years before 2002 in Asia and
generally 2004 in Europe.  The Company is not currently being audited
by any tax authorities.





As a
result of the expiration of the statute of limitations for specific
jurisdictions, it is reasonably possible that the related unrecognized benefits
for tax positions taken regarding previously filed tax returns may change
materially from those recorded as liabilities for uncertain tax positions in the
Company’s condensed consolidated financial statements at March 31,
2010.   A total of $1.8 million of previously recorded
liabilities for uncertain tax positions relates to the 2006 tax
year.  The statute of limitations related to this liability is
scheduled to expire on September 15, 2010.





The
Company’s policy is to recognize interest and penalties related to uncertain tax
positions as a component of the current provision for income
taxes.  During each of the three months ended March 31, 2010 and 2009,
the Company recognized an immaterial amount in interest and penalties in the
condensed consolidated statements of operations.  The Company has
approximately $0.6 million accrued for the payment of interest and penalties at
both March 31, 2010 and December 31, 2009 which is included in both income taxes
payable and liability for uncertain tax positions in the condensed consolidated
balance sheets.





In
connection with the Cinch acquisition, the Company acquired the following tax
assets and liabilities.  Cinch Europe has net operating loss and
capital loss carryforwards in the amounts of $0.6 million and $0.2 million,
respectively.  The related tax benefits are $0.2 million and $0.1
million, respectively.  The capital loss carryforward was acquired
with a valuation allowance, which the Company maintained at March 31,
2010.  Additionally, Cinch Europe had a deferred tax liability in the
amount of $0.1 million for various timing differences.  Cinch U.S. has
a deferred tax asset relating to vacation accruals in the amount of $0.3
million, which should reverse itself by December 31, 2010.  Cinch
Mexico was acquired with a refundable income tax in the amount of $0.1 million,
which should be collected or applied to current year income tax by December 31,
2010.  None of the reversals of the deferred tax asset or deferred tax
liabilities or use of net operating loss carryforwards acquired from the Cinch
acquisition will impact the condensed consolidated statement of
operations.





The
President of the United States has presented a budget to the United States
Congress which contains various modifications to international tax
provisions.  Some of the proposed changes might subject the Company
to, among other things, additional income taxes, restrictions on how foreign tax
credits would be calculated and affect taxation regarding the transfer of
intangible property.  The Company cannot ascertain at this time what
the final outcome of this proposed legislation will be or the effect, if any, on
the Company's results of operations or financial
condition.  Additionally, the Internal Revenue Service ("IRS")
released a draft tax schedule and instructions that provide additional details
on its proposal to require companies with assets of $10.0 million or more to
report their uncertain tax positions annually, beginning with the 2010 tax year,
on their business tax returns.


14


8.           ACCRUED
EXPENSES





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





March 31,
                  
                  
                  December 31,2010
                  
                  
                  2009Sales
      commissions
                  
                  $
                  1,590
                  
                  
                  $
                  1,506Contract
      labor
                  
                  
                  2,676
                  
                  
                  
                  2,615Salaries,
      bonuses and related benefits
                  
                  
                  3,529
                  
                  
                  
                  1,475Other
                  
                  
                  3,341
                  
                  
                  
                  2,395$
                  11,136
                  
                  
                  $
                  7,991





Accrued Restructuring
Costs





Activity
and liability balances related to restructuring charges for the three months
ended March 31, 2010 are as follows (these charges are associated with the 2008
closure of the Company’s facility in Westborough, Massachusetts):





Liability at
                    
                    
                    New
                    
                    
                    Cash Payments &
                    
                    
                    Liability atDecember 31, 2009
                    
                    
                    Charges
                    
                    
                    Other Settlements
                    
                    
                    March 31, 2010Facility
      lease obligation
                    
                    $
                    664
                    
                    
                    $
                    -
                    
                    
                    $
                    (39
                    )
                    
                    $
                    625





The
Company has included the current portion of $0.2 million in accrued
restructuring costs in the condensed consolidated balance sheet at March 31,
2010, and has classified the remaining $0.5 million of the liability related to
the facility lease obligation as noncurrent.  During the three months
ended March 31, 2009, the Company recorded $0.4 million in restructuring
charges, including $0.1 million of severance charges and $0.3 million related to
its facility lease obligations.





9.           RETIREMENT
FUND AND PROFIT SHARING PLAN





The
Company maintains a domestic 401(K) plan, which consists of profit sharing,
contributory stock ownership and individual voluntary savings to provide
non-defined retirement benefits for plan participants.  The expense
for the three months ended March 31, 2010 and 2009 amounted to approximately
$0.2 million and $0.1 million, respectively.  As of March 31, 2010,
the plans owned 17,086 and 183,603 shares of Bel Fuse Inc. Class A and Class B
common stock, respectively.





The
Company's subsidiaries in Asia have a non-defined retirement fund covering
substantially all of their Hong Kong-based full-time employees.  The
expense for the three months ended March 31, 2010 and 2009 amounted to
approximately $0.1 million in each period. As of March 31, 2010, the plan
owned 3,323 and 17,342 shares of Bel Fuse Inc. Class A and Class B common stock,
respectively.





The
Supplemental Executive Retirement Plan (the "SERP" or the “Plan”) is designed to
provide a limited group of key management and highly compensated employees of
the Company with supplemental retirement and death benefits.


15


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




Three Months EndedMarch 31,2010
                  
                  
                  2009Service
      cost
                  
                  $
                  85
                  
                  
                  $
                  96Interest
      cost
                  
                  
                  84
                  
                  
                  
                  88Amortization
      of adjustments
                  
                  
                  33
                  
                  
                  
                  37Total
      SERP expense
                  
                  $
                  202
                  
                  
                  $
                  221




March 31,
                  
                  
                  December 31,2010
                  
                  
                  2009Balance
      sheet amounts:Minimum
      pension obligation and unfunded pension liability
                  
                  $
                  5,806
                  
                  
                  $
                  5,622Amounts
      recognized in accumulated other comprehensive income,
    pretax:Prior
      service cost
                  
                  $
                  1,276
                  
                  
                  $
                  1,276Net
      gains
                  
                  
                  (176
                  )
                  
                  
                  (176
                  )$
                  1,100
                  
                  
                  $
                  1,100





10.           COMPREHENSIVE
LOSS




Comprehensive
loss for the three months ended March 31, 2010 and 2009 consists of the
following (dollars in thousands):




Three Months EndedMarch 31,2010
                      
                      
                      2009Net
      earnings
                      
                      $
                      32
                      
                      
                      $
                      816Currency
      translation adjustment
                      
                      
                      (666
                      )
                      
                      
                      (524
                      )Increase
      (decrease) in unrealized gain on marketable securities - net of
      taxes
                      
                      
                      87
                      
                      
                      
                      (1,246
                      )Comprehensive
      loss
                      
                      $
                      (547
                      )
                      
                      $
                      (954
                      )


16




The
components of accumulated other comprehensive income as of March 31, 2010 and
December 31, 2009 are summarized below (dollars in thousands):





March
      31,
                    
                    
                    December
      31,2010
                    
                    
                    2009Foreign
      currency translation adjustment
                    
                    $
                    1,123
                    
                    
                    $
                    1,789Unrealized
      holding gains on available-for-sale securities, net of taxes of $95 and
      $42 as of March 31, 2010 and December 31, 2009
                    
                    
                    149
                    
                    
                    
                    62Unfunded
      SERP liability, net of taxes of ($341) as of both March 31, 2010 and
      December 31, 2009
                    
                    
                    (759
                    )
                    
                    
                    (759
                    )Accumulated
      other comprehensive income
                    
                    $
                    513
                    
                    
                    $
                    1,092





11.           COMMITMENTS
AND CONTINGENCIES





Leases





The
Company leases various facilities.  Some of these leases require the
Company to pay certain executory costs (such as insurance and
maintenance).  With the acquisition of Cinch in January 2010, the
Company’s future commitments related to lease obligations have increased
significantly since December 31, 2009.  At March 31, 2010, future
minimum lease payments for operating leases are approximately as follows
(dollars in thousands):




Years
      EndingMarch 31,2011
                        
                        $
                        2,9282012
                        
                        
                        2,2062013
                        
                        
                        1,8202014
                        
                        
                        1,0972015
                        
                        
                        712Thereafter
                        
                        
                        381$
                        9,144





Other
Commitments





The
Company submits purchase orders for raw materials to various vendors throughout
the year for current production requirements, as well as forecasted
requirements.  Certain of these purchase orders relate to special
purpose material and, as such, the Company may incur penalties if the order is
cancelled.  At December 31, 2009, the Company had outstanding purchase
orders related to the purchase of raw materials in the aggregate amount of $19.9
million.  As of March 31, 2010, the Company has outstanding purchase
orders related to the purchase of raw materials in the aggregate amount of $32.4
million.  Of the $12.5 million increase, the addition of Cinch
commitments accounts for $6.1 million and the remaining $6.4 million increase
relates to new purchase orders of raw materials to accommodate the increased
demand for Bel’s products.


17





Legal
Proceedings





The
Company is, from time to time, a party to litigation arising in the normal
course of its business, including various claims of patent
infringement.  See the Company’s Annual Report on Form 10-K for the
year ended December 31, 2009 for the details of Bel’s material pending
lawsuits.  Updates to pending lawsuits since the Company’s Form 10-K
filing are described below.





Cinch, a
wholly-owned subsidiary of the Company, is a defendant in a lawsuit
captioned Engelbrecht v. Motorola, et. al. brought in the Circuit
Court of the State of Oregon for the County of Douglas (the “Complaint”) on
January 10, 2010.  With respect to this action, the plaintiff claims that
Cinch was engaged in the manufacture and sale of asbestos-containing radio
components which allegedly caused him to sustain personal injuries due to
his exposure to asbestos.  Cinch filed an answer to the Complaint, denying
any legal liability or fault for the damages alleged in the Complaint, and
affirmatively pleaded, among other defenses, that the plaintiff’s alleged
damages, if any, were caused by persons for whom Cinch is not
responsible.





12.           RELATED
PARTY TRANSACTIONS





As of
March 31, 2010, the Company has $2.0 million invested in a money market fund
with GAMCO Investors, Inc., a current shareholder of the Company, with holdings
of its Class A stock of approximately 20.1%.


18





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




The
Company’s quarterly and annual operating results are impacted by a wide variety
of factors that could materially and adversely affect revenues and
profitability, including the risk factors described in the Company's Annual
Report on Form 10-K for the year ended December 31, 2009. As a result of these
and other factors, the Company may experience material fluctuations in future
operating results on a quarterly or annual basis, which could materially and
adversely affect its business, financial condition, operating results, and stock
prices.  Furthermore, this document and other documents filed by the
Company with the Securities and Exchange Commission (the “SEC”) contain certain
forward-looking statements under the Private Securities Litigation Reform Act of
1995 (“Forward-Looking Statements”) with respect to the business of the
Company.  These Forward-Looking Statements are subject to certain
risks and uncertainties, including those detailed in Item 1A of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2009, 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 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.




Overview





Our
Company





Bel is a
leading producer of electronic products that help make global connectivity a
reality. The Company designs, manufactures and markets a broad array of
magnetics, modules (including power conversion and integrated modules), circuit
protection devices and interconnect products.  While these products
are deployed primarily in the computer, networking and telecommunication
industries, Bel’s expanding portfolio of products also finds application in the
automotive, medical and consumer electronics markets. Bel's products are
designed to protect, regulate, connect, isolate or manage a variety of
electronic circuits.





The
acquisition of Cinch in January 2010 has added to Bel’s existing business in the
high-performance computing and telecom/datacom industries, and also allows Bel
to expand into new markets, as many of the Cinch products are tailored to meet
the needs of customers in the military, aerospace and transportation
industries.  Cinch manufactures a broad range of interconnect products
which has enhanced Bel’s existing interconnect product line.





Bel’s
business is operated in one industry with three reportable operating
segments, which are geographic in nature.  The segments consist of
North America, Asia and Europe.  The acquisition of Cinch primarily
benefits the Company’s North America operating segment with residual benefit to
the Company’s Europe operating segment.





The
Company’s expenses are driven principally by the cost of labor where Bel’s
factories are located and the cost of the materials that it uses.  As
labor and material costs vary by product line, any significant shift in product
mix has an associated impact on the Company’s costs of sales.  Bel
generally enters into processing arrangements with several independent
third-party contractors in Asia.  Costs are recorded as incurred for
all products manufactured either at third-party facilities or at the Company's
own manufacturing facilities.  Such amounts are determined based upon
the estimated stage of production and include labor cost and fringes and related
allocations of factory overhead. The Company manufactures products at its own
manufacturing facilities in the People’s Republic of China (“PRC”); Glen Rock,
Pennsylvania; Inwood, New York; the Dominican Republic; Mexico; the Czech
Republic; and, subsequent to the Cinch acquisition, in Vinita, Oklahoma;
Reynosa, Mexico; and Worksop, England.


19





Trends
Affecting our Business





The
Company believes the key factors affecting Bel’s first quarter 2010 and/or
future results include the following:





·
            As
      the Company manufactures and sells a large volume of product in Asia, the
      Company’s revenue and labor costs are seasonally impacted by the Lunar New
      Year holiday, which takes place during the first quarter.  In
      addition to an interruption in manufacturing during this two-week holiday,
      historically, a large number of workers do not return after the Lunar New
      Year holiday, resulting in the need to hire and train a large number of
      new workers.  First quarter financial results typically reflect
      lower revenues and higher per unit labor costs as a result of this
      holiday.





·
            With
      the recent upturn in the global economy and the related increase in
      consumer spending, Bel is faced with the new challenge of component
      pricing and availability.  The increase in demand for components
      from our vendors and their limited availability of component inventory,
      has given rise to commodity price increases across the
      board.  If Bel is unable to pass along these increased costs to
      our customers, a significant increase in commodity prices associated with
      Bel’s raw materials will have a corresponding negative impact on Bel’s
      profit margins.





·
            As
      a result of the price increases from its current vendors and issues
      related to availability of materials, Bel has sought alternate sourcing
      for some components.  This creates an additional challenge, as
      Bel’s customers will need to requalify the bill of materials to ensure the
      alternate components used are acceptable in meeting their
      needs.  If the Company is unable to secure acceptable alternate
      sourcing of components, this could cause either loss or deferral of
      revenues related to the impacted products, as lead times of some
      components have shifted from several weeks to several
    months.





·
            The
      increase in customer demand in late 2009 and into the first quarter of
      2010 resulted in the Company’s hiring approximately 1,400 additional
      workers, with a goal of hiring 2,800 new workers to accommodate a
      substantial increase in backlog for Bel’s products.   The
      Company anticipates higher labor costs through the first half of 2010 due
      to training costs, overtime and production inefficiencies associated with
      hiring these new workers.





·
            In
      addition to increases in labor costs due to the new workforce, the costs
      of labor, particularly in the PRC where several of Bel's factories are
      located, have been higher in recent years as a result of government
      mandates for new minimum wage and overtime requirements.  In
      March 2010, the PRC government announced that minimum wage levels will
      increase by 21% effective May 1, 2010.  If Bel is unable to pass
      along these increased labor costs to our customers, it would have a
      negative impact on Bel's profit
  margins.





·
            One
      of Bel’s significant customers had a reduced sales volume during the first
      quarter of 2010.  While this caused a decrease in sales of
      approximately $3.8 million during the first quarter 2010 as compared to
      the first quarter of 2009, the products associated with this customer were
      those with a very high material content that resulted in low gross
      margins.  The decline in sales to this customer resulted in
      reduced revenue, offset by a significant reduction in material costs and
      an overall increase in Bel’s gross profit margin percentage. The Company
      anticipates the sales volume associated with this customer to rebound in
      the second quarter of 2010.




20


·
            Some
      of the Company’s products, particularly certain products brought over with
      the Cinch acquisition, are reaching the end of their product
      life.  While there are new products in  development to
      replace these products, the new products may not be ready for commercial
      sales until 2011.  As a result, the Company anticipates that
      there may be a gap in revenue volume later in 2010 as old products phase
      out.





·
            In
      January 2010, the Company completed its acquisition of
      Cinch.  In connection with this transaction, the Company
      incurred $0.2 million in acquisition-related costs and $0.8 million in
      inventory-related purchase accounting adjustments during the three months
      ended March 31, 2010.  Additional costs related to the
      acquisition of Cinch may be incurred in future quarters of
      2010.





These
factors are expected to continue into the foreseeable future.  Given
the need to maintain competitive pricing while incurring higher labor costs to
accommodate the recent increase in demand, the Company anticipates that its
results of operations for the remainder of 2010 will be materially adversely
affected by the factors noted above.





Summary
by Reportable Operating Segment





Net sales
by reportable operating segment for the three months ended March 31, 2010 and
2009 were as follows (dollars in thousands):





Three
      Months EndedMarch
      31,
                                                    
                                                    
                                                    %
      Increase in2010
                                                    
                                                    
                                                    2009
                                                    
                                                    
                                                    Sales$
                                                    
                                                    
                                                    %
      of total
                                                    
                                                    
                                                    $
                                                    
                                                    
                                                    %
      of total
                                                    
                                                    
                                                    from
      2009Net
      sales to external customers:North
      America
                                                    
                                                    $
                                                    21,098
                                                    
                                                    
                                                    
                                                    37
                                                    %
                                                    
                                                    $
                                                    9,699
                                                    
                                                    
                                                    
                                                    22
                                                    %
                                                    
                                                    
                                                    118
                                                    %Asia
                                                    
                                                    
                                                    28,513
                                                    
                                                    
                                                    
                                                    51
                                                    %
                                                    
                                                    
                                                    29,453
                                                    
                                                    
                                                    
                                                    67
                                                    %
                                                    
                                                    
                                                    (3
                                                    )%Europe
                                                    
                                                    
                                                    6,538
                                                    
                                                    
                                                    
                                                    12
                                                    %
                                                    
                                                    
                                                    4,719
                                                    
                                                    
                                                    
                                                    11
                                                    %
                                                    
                                                    
                                                    39
                                                    %$
                                                    56,149
                                                    
                                                    
                                                    
                                                    100
                                                    %
                                                    
                                                    $
                                                    43,871
                                                    
                                                    
                                                    
                                                    100
                                                    %
                                                    
                                                    
                                                    28
                                                    %




(Loss)
income from operations by reportable operating segment for the three months
ended March 31, 2010 and 2009 were as follows (dollars in
thousands):





Three Months Ended March
31,2010
                      
                      
                      2009(Loss)
      Income from Operations:North
      America
                      
                      $
                      (138
                      )
                      
                      $
                      2,570Asia
                      
                      
                      133
                      
                      
                      
                      (192
                      )Europe
                      
                      
                      (61
                      )
                      
                      
                      (119
                      )$
                      (66
                      )
                      
                      $
                      2,259




21


The shift
in net sales among the Company’s reportable operating segments was primarily due
to the Cinch acquisition, which brought in an additional $9.9 million in sales
during Bel’s first quarter 2010, primarily in the North America operating
segment and to a lesser extent in the Europe operating segment.  See
Note 6 to the notes to condensed consolidated financial statements contained in
this Quarterly Report on Form 10-Q for additional segment
discussion.





Overview
of Financial Results





The acquisition of Cinch in late
January 2010 and the rebound of market conditions have impacted the Company
considerably during the three months ended March 31, 2010.





During the first quarter of 2010, the
Company experienced a 28.0% increase in sales as compared to the first quarter
of 2009.  This was primarily due to the addition of Cinch’s sales
volume since its acquisition on January 29, 2010, which accounted for a 22.5%
increase from Bel’s first quarter of 2009.  The remaining 5.5%
increase in sales relates to legacy-Bel sales growth due to a rebound in demand
for Bel’s products.  While sales increased 28% as compared to the
first quarter of 2009, cost of sales only increased 23.1% compared to last
year’s first quarter.  A shift in sales among Bel’s product groups has
resulted in a significant decrease in overall material costs, as the Company
manufactured a reduced volume of product containing high material
content.  The Company experienced a surge in labor costs in the first
quarter of 2010, due to training expenses, production inefficiencies and
overtime associated with the hiring of a large volume of new workers to meet the
increased customer demand for Bel’s products.  Selling, general and
administrative expenses increased by $1.5 million during the first quarter 2010
as compared to the first quarter of 2009.  This increase primarily
related to the additional personnel, office expenses and other costs associated
with the recently acquired Cinch facilities.  Additional details
related to these factors affecting the first quarter results are described in
the Results of Operations section below.





Critical Accounting
Policies





The Company’s discussion and analysis
of its financial condition and results of operations are based upon the
Company’s consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America. 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, 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
Company’s significant accounting policies are summarized in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2009.  There were
no significant changes to these accounting policies during the three months
ended March 31, 2010 and the Company does not expect that the adoption of other
recent accounting pronouncements will have a material impact on its financial
statements.


22





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 SalesThree
      Months EndedMarch 31,2010
                    
                    
                    2009Net
      sales
                    
                    
                    100.0
                    %
                    
                    
                    100.0
                    %Cost
      of sales
                    
                    
                    83.8
                    
                    
                    
                    87.1Selling,
      general and administrative ("SG&A") expenses
                    
                    
                    16.3
                    
                    
                    
                    17.4Restructuring
      charge
                    
                    
                    -
                    
                    
                    
                    0.9Gain
      on sale of property, plant and equipment
                    
                    
                    -
                    
                    
                    
                    (10.6
                    )Interest
      income and other, net
                    
                    
                    0.2
                    
                    
                    
                    0.4Earnings
      before provision for income taxes
                    
                    
                    0.1
                    
                    
                    
                    5.6Provision
      for income taxes
                    
                    
                    -
                    
                    
                    
                    3.7Net
      earnings
                    
                    
                    0.1
                    
                    
                    
                    1.9





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





Increase
      (decrease) fromPrior PeriodThree
      Months EndedMarch
      31, 2010Compared
      withThree
      Months EndedMarch 31, 2009Net
      sales
                  
                  
                  28.0
                  %Cost
      of sales
                  
                  
                  23.1SG&A
      expenses
                  
                  
                  19.7Net
      earnings
                  
                  
                  (96.1
                  )





THREE MONTHS ENDED MARCH 31,
2010 VERSUS MARCH 31, 2009





Sales





Net sales increased 28.0% from $43.9
million during the three months ended March 31, 2009 to $56.1 million during the
three months ended March 31, 2010. The Company attributes the increase
principally to the $9.9 million of additional sales volume associated with the
acquisition of Cinch, which was effective January 29, 2010.  The
remainder of the increase is due to improved market conditions as compared to
the first quarter of 2009.


23





The Company’s net sales by major
product line for the three months ended March 31, 2010 and 2009 were as follows
(dollars in thousands):





Three Months Ended March
31,2010
                        
                        
                        2009$
                        
                        
                        % of total
                        
                        
                        $
                        
                        
                        % of totalMagnetic
      products
                        
                        $
                        21,656
                        
                        
                        
                        39
                        %
                        
                        $
                        19,971
                        
                        
                        
                        45
                        %Interconnect
      products
                        
                        
                        19,906
                        
                        
                        
                        35
                        %
                        
                        
                        7,394
                        
                        
                        
                        17
                        %Module
      products
                        
                        
                        11,850
                        
                        
                        
                        21
                        %
                        
                        
                        14,368
                        
                        
                        
                        33
                        %Circuit
      protection products
                        
                        
                        2,737
                        
                        
                        
                        5
                        %
                        
                        
                        2,138
                        
                        
                        
                        5
                        %$
                        56,149
                        
                        
                        
                        100
                        %
                        
                        $
                        43,871
                        
                        
                        
                        100
                        %





The
portfolio of products acquired through the Cinch acquisition has enabled Bel to
broaden its interconnect product offerings to address new markets such as
military, aerospace and transportation.  As a result, there was a
significant increase in interconnect product sales volume during the first
quarter of 2010.  The decrease in module sales as compared to the
first quarter 2009 relates to the drop in sales volume from one of Bel’s major
customers.  See “Trends Affecting our Business” above for additional
information.





Cost of
Sales





Cost of sales as a percentage of net
sales decreased from 87.1% during the three months ended March 31, 2009 to 83.8%
during the three months ended March 31, 2010. The decrease in the cost of sales
percentage is primarily attributable to the following:





 ̈
            Material
      costs as a percentage of sales have decreased from 57.0% during the three
      months ended March 31, 2009 to 48.1% during the three months ended March
      31, 2010 for Bel products, primarily due to the 17.5% reduction in module
      product sales noted above.  These products had a much higher
      material content as they utilized a larger portion of purchased
      materials.  A larger percentage of the Company’s sales are now
      associated with its magnetic, interconnect and circuit protection
      products, which have lower material content.  In addition, the
      recently acquired Cinch products had an average material cost of 41.9% as
      a percentage of sales for the first quarter of 2010, which further reduced
      the overall cost of sales percentage in
2010.





This
decrease was partially offset by the following factors:





 ̈
            The
      Company experienced an increase in labor costs during the three months
      ended March 31, 2010 as compared to the same period of 2009. During the
      first quarter of 2009, customer demand for our products was low due to the
      weakened market conditions and as a result, the Company experienced a
      reduction in overtime costs, as the hiring of a large volume of new
      workers after the Lunar New Year was not warranted.  As a
      result, Bel did not incur the level of training costs and production
      inefficiencies that are typical of the first quarter and labor costs as a
      percentage of sales only amounted to 8.5% during the three months ended
      March 31, 2009. In the second half of 2009, there was a significant
      increase in customer demand which led to the hiring of approximately 1,400
      new workers over several months, which resulted in training expenses,
      production inefficiencies and additional overtime charges.  In
      addition, the Company manufactured a higher volume of its magnetic and
      interconnect products during the first quarter of 2010, and these product
      lines have a higher assembly labor requirement.  These factors
      drove labor costs as a percentage of sales up to 13.8% during the three
      months ended March 31, 2010.


24





 ̈
            Included
      in cost of sales are research and development (“R&D”) expenses of $2.6
      million and $2.2 million for the three month periods ended March 31, 2010
      and 2009, respectively.   The increase in R&D expenses
      primarily related to the inclusion of Cinch’s R&D expenses for the
      majority of the first quarter 2010.





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





The percentage relationship of SG&A
expenses to net sales decreased from 17.4% during the three months ended March
31, 2009 to 16.3% during the three months ended March 31, 2010.  While
the percentage of sales decreased from the comparable period last year, the
dollar amount of SG&A expense for the three months ended March 31, 2010 was
$1.5 million (or 19.7%) higher as compared to the same period of
2009.  The overall increase in dollar amount was the result of the
following factors (dollars in thousands):





(Favorable)
      Unfavorable Variances in Cost of SalesFirst Quarter 2010 as Compared to First Quarter
      2009Consolidated
                        
                        
                        Legacy-Bel Only
                        
                        
                        CinchSales
      commissions
                        
                        $
                        469
                        
                        
                        $
                        312
                        
                        
                        $
                        157Salaries
      and fringes
                        
                        
                        347
                        
                        
                        
                        (330
                        )
                        
                        
                        677Acquisition-related
      costs
                        
                        
                        236
                        
                        
                        
                        160
                        
                        
                        
                        76Office
      expenses
                        
                        
                        233
                        
                        
                        
                        (37
                        )
                        
                        
                        270Other
      legal and professional fees
                        
                        
                        230
                        
                        
                        
                        172
                        
                        
                        
                        58Severance
      charges
                        
                        
                        137
                        
                        
                        
                        -
                        
                        
                        
                        137Fair
      value of COLI investments (SG&A portion only)
                        
                        
                        (262
                        )
                        
                        
                        (262
                        )
                        
                        
                        -Other
                        
                        
                        119
                        
                        
                        
                        (136
                        )
                        
                        
                        255$
                        1,509
                        
                        
                        $
                        (121
                        )
                        
                        $
                        1,630





As Cinch
SG&A expenses have been included in Bel’s results only since the Acquisition
Date, 100% of such Cinch expenses are included in the variances
above.  The variances in the “Legacy-Bel Only” column above show an
increase in sales commissions due to an increase in Bel sales as compared to the
first quarter of 2009, acquisition-related costs associated with the acquisition
of Cinch, and increased legal fees related to patent litigation, offset by a
reduction in salaries and fringes due to headcount reductions and changes in the
cash surrender value of Company-owned life insurance (COLI).





Restructuring
Charge





In connection with the closing of the
Company’s Westborough, Massachusetts facility in December 2008, the Company
incurred $0.1 million of termination benefit charges and $0.3 million related to
its facility lease obligation during the three months ended March 31,
2009.





Gain on Sale of Property,
Plant and Equipment





During the three months ended March 31,
2009, the Company realized a previously-deferred gain from the sale of property
in Jersey City, New Jersey in the amount of $4.6 million.


25





Provision for Income
Taxes





The provision for income taxes for the
three months ended March 31, 2010 was less than $0.1 million compared to $1.6
million for the three months ended March 31, 2009.  The Company's
earnings before income taxes for the three months ended March 31, 2010 are
approximately $2.4 million lower than the same period in 2009.  The
Company’s effective tax rate, the income tax provision as a percentage of
earnings before provision for income taxes, was 43.3% and 66.7% for the three
months ended March 31, 2010 and March 31, 2009, respectively.  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. The decrease in the effective tax rate during the three months ended
March 31, 2010 is primarily attributable to the gain on sale of property in
North America during the quarter ended March 31, 2009 discussed
above.





Liquidity and Capital
Resources





Historically, the Company has financed
its capital expenditures primarily through cash flows from operating activities
and has financed acquisitions both through cash flows from operating activities
and borrowings.  Management believes that the cash flow from
operations after payments of dividends combined with its existing capital base
and the Company's available lines 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 further
softening in the demand for the Company’s existing products, an inability to
respond to customer demand for new products, potential acquisitions 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 result in the loss of domestic and
foreign credit facilities 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 $20 million, which expires on June 30,
2011.  There have not been any borrowings under the credit agreement
during 2010 or 2009 and, as such, there was no balance outstanding as of March
31, 2010 or December 31, 2009.  At those dates, the entire $20 million
line of credit was available to the Company to borrow.  The credit
agreement bears interest at LIBOR plus 0.75% to 1.25% based on certain financial
statement ratios maintained by the Company.  The Company is in
compliance with its debt covenants as of March 31, 2010.





The Company's Hong Kong subsidiary had
an unsecured line of credit of approximately $2 million, which was unused at
March 31, 2010 and December 31, 2009.  Borrowing on the line of credit
was guaranteed by the U.S. parent.  The line of credit bears interest
at a rate determined by the lender as the financing is extended.





In July 2009, the Company established
a standby letter of credit with the State of New Jersey as a performance
guarantee related to environmental cleanup associated with the Jersey City, New
Jersey property sale.  In connection with this agreement, the Company
has a compensating balance of $0.3 million which has been classified as
restricted cash as of March 31, 2010 and December 31, 2009.  This
compensating balance will be reduced to less than $0.1 million upon its renewal
in July 2010.


26





On January 29, 2010, the Company
completed its acquisition of 100% of the issued and outstanding capital stock of
Cinch Connectors, Inc., Cinch Connectors de Mexico, S.A. de C.V. and Cinch
Connectors Ltd. from Safran S.A.  As of March 31, 2010, Bel paid $39.6
million in cash and assumed an additional $0.8 million of expenses in exchange
for the net assets acquired.  The final purchase price remains subject
to certain adjustments related to working capital.  The transaction
was funded with cash on hand.  Cinch is headquartered in Lombard,
Illinois and has manufacturing facilities in Vinita, Oklahoma: Reynosa, Mexico;
and Worksop, England. In connection with this acquisition, the Company incurred
$0.2 million in acquisition-related costs (included in selling, general and
administrative expenses) and $0.8 million of inventory-related purchase
accounting adjustments (included in cost of sales) during the three months ended
March 31, 2010.





The following table sets forth at March
31, 2010 the payments due under specific types of contractual obligations,
aggregated by category of contractual obligation, for the time periods described
below.  The $17.0 million increase in total contractual obligations at
March 31, 2010 as compared to December 31, 2009 resulted primarily from the
inclusion of Cinch’s contractual obligations.  This table excludes
liabilities recorded relative to uncertain income tax positions, amounting to
$1.8 million included in income taxes payable and $3.0 million included in
liability for uncertain tax positions, as of March 31, 2010, as the Company is
unable to make reasonable reliable estimates of the period of cash settlements,
if any, with the respective taxing authorities.





Payments due by periodContractual Obligations
                  
                  Total
                  
                  
                  Less than 1
                    year
                  
                  
                  1-3
                    years
                  
                  
                  3-5
                    years
                  
                  
                  More than
                    5 yearsCapital
      expenditure obligations
                  
                  $
                  1,626
                  
                  
                  $
                  1,626
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Operating
      leases
                  
                  
                  9,144
                  
                  
                  
                  2,928
                  
                  
                  
                  4,026
                  
                  
                  
                  1,809
                  
                  
                  
                  381Raw
      material purchase obligations
                  
                  
                  32,374
                  
                  
                  
                  32,294
                  
                  
                  
                  80Total
                  
                  $
                  43,144
                  
                  
                  $
                  36,848
                  
                  
                  $
                  4,106
                  
                  
                  $
                  1,809
                  
                  
                  $
                  381





Cash
Flows





During the three months ended March 31,
2010, the Company's cash and cash equivalents decreased by $44.4 million. This
resulted primarily from $40.4 million paid in connection with the acquisition of
Cinch, $0.6 million for the purchase of property, plant and equipment, $0.8
million for payments of dividends, and $2.5 million used in operating
activities.  During the three months ended March 31, 2009, the Company
had cash provided by operating activities of $15.3 million as compared to cash
used in operating activities of $2.5 million for the three months ended March
31, 2010.  This $17.8 million reduction in operating cash flow related
primarily to the significant fluctuations in accounts receivable and inventory
levels in both the first quarter of 2009 and 2010, as customer demand and the
related manufacturing and sales volumes fluctuated.  In the first
quarter of 2009, customer demand for Bel’s products was down, which resulted in
decreased accounts receivable and inventory levels during the first quarter of
2009.  With demand recovering during the latter part of 2009,
inventory levels have increased as Bel is purchasing raw materials and
increasing its manufacturing accordingly.





Cash and cash equivalents, marketable
securities, short-term investments and accounts receivable comprised
approximately 48.3% and 64.7% of the Company's total assets at March 31, 2010
and December 31, 2009, respectively. The Company's current ratio (i.e., the
ratio of current assets to current liabilities) was 5.2 to 1 and 7.0 to 1 at
March 31, 2010 and December 31, 2009, respectively.


27





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 there have not
been any material changes with regard to market risk during the first quarter of
2010.  Refer to Item 7A, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2009 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 quarter covered by this report, the Company carried out an
evaluation, with the participation of the Company’s management, including the
Company’s Chief Executive Officer and Vice President - Finance, of the
effectiveness of the Company’s disclosure controls and procedures pursuant to
Securities Exchange Act Rule 13a-15.  Based on that evaluation, the
Company’s Chief Executive Officer and Vice President – Finance concluded that
the Company’s disclosure controls and procedures were effective as of the end of
the period covered by this report.





Changes in internal controls
over financial reporting:  There were no significant changes in
the Company's internal controls over financial reporting that occurred during
the Company's last fiscal quarter to which this report relates that have
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.





PART
II.     Other Information





Item
1.         Legal
Proceedings





The
Company is, from time to time, a party to litigation arising in the normal
course of its business, including various claims of patent
infringement.  See the Company’s Annual Report on Form 10-K for the
year ended December 31, 2009 for the details of Bel’s material pending
lawsuits.  Updates to pending lawsuits since the Company’s Form 10-K
filing are described below.





Cinch, a
wholly-owned subsidiary of the Company, is a defendant in a lawsuit
captioned Engelbrecht v. Motorola, et. al. brought in the Circuit
Court of the State of Oregon for the County of Douglas (the “Complaint”) on
January 10, 2010.  With respect to this action, the plaintiff claims that
Cinch was engaged in the manufacture and sale of asbestos-containing radio
components which allegedly caused him to sustain personal injuries due to
his exposure to asbestos.  Cinch filed an answer to the Complaint, denying
any legal liability or fault for the damages alleged in the Complaint, and
affirmatively pleaded, among other defenses, that the plaintiff's alleged
damages, if any, were caused by persons for whom Cinch is not
responsible.


28





Item
6.  Exhibits





(a)
Exhibits:





31.1
                Certification
      of the Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
                Certification
      of the Vice President of Finance pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
                Certification
      of the Chief Executive Officer pursuant to Section 906 of the Sarbanes -
      Oxley Act of 2002.32.2
                Certification
      of the Vice-President of Finance pursuant to Section 906 of the
      Sarbanes-Oxley Act of
2002.


29





SIGNATURES





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





BEL
      FUSE INC.By:
                        /s/ Daniel BernsteinDaniel
      Bernstein, President andChief
      Executive OfficerBy:
                        /s/ Colin DunnColin
      Dunn, Vice President of
Finance





Dated:
May 7, 2010


30





EXHIBIT
INDEX





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





Exhibit
31.2 - Certification of the Vice President of Finance pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.





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





Exhibit
32.2 - Certification of the Vice President of Finance pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.


31