3.	ACQUISITIONS

On March 9, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of GigaCom Interconnect AB ("GigaCom Interconnect") with a cash payment of approximately $2.7 million (£1.7 million). GigaCom Interconnect, located in Gothenburg, Sweden, is a supplier of expanded beam fiber optic technology and a participant in the development of next-generation commercial aircraft components. GigaCom Interconnect has become part of Bel's Cinch Connector business. Management believes that GigaCom's offering of expanded beam fiber optic products will enhance the Company's position within the growing aerospace and military markets.

On July 31, 2012, the Company consummated its acquisition of 100% of the issued and outstanding capital stock of Fibreco Ltd. ("Fibreco") with a cash payment, net of $2.7 million of cash acquired, of approximately $13.7 million (£8.7 million). Fibreco, located in the United Kingdom, is a supplier of a broad range of expanded beam fiber optic components for use in military communications, outside broadcast and offshore exploration applications. Fibreco will become part of Bel's interconnect product group under the Cinch Connector business. Management believes that the addition of Fibreco's fiber optic-based product line to Cinch's broad range of copper-based products will increase Cinch's presence in emerging fiber applications within the military, aerospace and industrial markets. In addition, management believes the acquisition provides access to a range of customers for the recently acquired GigaCom Interconnect EBOSA® product.

On September 12, 2012, the Company completed its acquisition of 100% of the issued and outstanding capital stock of Powerbox Italia. S.r.L. and its subsidiary, Powerbox Design (collectively "Powerbox Italy"), with a cash payment, net of $0.2 million of cash acquired, of approximately $2.8 million in addition to a working capital adjustment of $0.2 million. The working capital adjustment was finalized and paid in November 2012 and will be recorded as a measurement period adjustment in the fourth quarter of 2012. The Company also granted 30,000 restricted shares of the Company's Class B common stock in connection with this acquisition. Compensation expense equal to the grant date fair value of these restricted shares of $0.6 million will be recorded ratably through September 2014. Powerbox Italy, located near Milan, Italy, develops high-power AC-DC power conversion solutions targeted at the broadcasting market. The acquisition of Powerbox Italy will allow Bel to expand its portfolio of power product offerings to include AC-DC products and will also establish a European design center located close to several of Bel's existing customers.

The acquisitions of GigaCom Interconnect, Fibreco and Powerbox Italy may hereafter be referred to collectively as either the "2012 Acquisitions" or the "2012 Acquired Companies". During the three and nine months ended September 30, 2012, the Company incurred $0.6 million and $0.6 million, respectively, of acquisition-related costs relating to the 2012 Acquisitions. These costs are included in selling, general and administrative expense in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2012.

While the initial accounting related to the 2012 Acquisitions is not complete as of the filing date of this Form 10-Q, the following table depicts the Company's estimated acquisition date fair values of the combined consideration transferred and identifiable net assets acquired in these transactions (in thousands):


				Measurement			Acquisition-Date
	Acquisition-Date			Period			Fair Values
	Fair Values			Adjustments			(As adjusted)
Cash and cash equivalents	$	2,991		$	-		$	2,991
Accounts receivable		3,750			-			3,750
Inventories		1,061			-			1,061
Other current assets		90			-			90
Property, plant and equipment		502			-			502
Intangible assets		30			-			30
Total identifiable assets		8,424			-			8,424

Accounts payable		(1,702	)		-			(1,702	)
Accrued expenses		(1,736	)		-			(1,736	)
Notes payable		(216	)		-			(216	)
Income taxes payable		(264	)		-			(264	)
Deferred income tax liability, current		(70	)		-			(70	)
Other long-term liabilities		(216	)		-			(216	)
Total liabilities assumed		(4,204	)		-			(4,204	)
Net identifiable assets acquired		4,220			-			4,220
Goodwill		17,965			-			17,965
Net assets acquired	$	22,185		$	-		$	22,185


Cash paid	$	22,138			40		$	22,178
Deferred consideration		47			(40	)		7
Fair value of consideration transferred	$	22,185		$	-		$	22,185

The Company has identified intangible assets, including but not limited to trademarks, patents, non-compete agreements, customer lists and unpatented technology, as well as tangible property including inventory and property, plant and equipment, which are currently in the process of being valued. The Company expects to finalize these valuations and complete the purchase price allocation as soon as practicable but no later than one year from the respective acquisition dates.

The Company is also still in the process of determining the allocation of the goodwill by reportable operating segment. This allocation will be based on those reportable operating segments expected to benefit from the 2012 Acquisitions. The Company is uncertain at this time how much of the goodwill, if any, will be deductible for tax purposes.

The results of operations of the 2012 Acquired Companies have been included in the Company's condensed consolidated financial statements for the periods subsequent to their respective acquisition dates. During the three and nine months ended September 30, 2012, the 2012 Acquisitions contributed revenues of $0.9 million and $1.0 million, respectively, and estimated net earnings of $0.1 million and $0.1 million, respectively, to the Company since their respective acquisition dates. The unaudited pro forma information below presents the combined operating results of the Company and the 2012 Acquired Companies. The unaudited pro forma results are presented for illustrative purposes only. They do not reflect the realization of any potential cost savings, or any related integration costs. Certain cost savings may result from the 2012 Acquisitions; 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 2012 Acquisitions had occurred as of January 1, 2011, nor is the pro forma data intended 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 the 2012 Acquired Companies was completed as of January 1, 2011 (dollars in thousands except per share data):

		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2012		2011		2012		2011

Revenue	$	77,497	$	77,846	$	222,161	$	232,707
Net earnings		2,814		1,213		6,296		4,457
Earnings per Class A common share - basic and diluted		0.22		0.09		0.49		0.35
Earnings per Class B common share - basic and diluted		0.24		0.10		0.54		0.39