3. ACQUISITIONS

On March 29, 2013, the Company completed its acquisition of TRP for $21.0 million, net of cash acquired. The Company's purchase of TRP consisted of the integrated connector module ("ICM") family of products, including RJ45, 10/100 Gigabit, 10G, PoE/PoE+, MRJ21 and RJ.5, a line of modules for smart-grid applications, and discrete magnetics.

On August 20, 2013, the Company completed its acquisition of Array, a manufacturer of aerospace and mil-spec connector products based in Miami, Florida, for $10.0 million in cash. The acquisition of Array expands the Company's portfolio of connector products that can be offered to the combined customer base, and provides an opportunity to sell other products that Bel manufactures to Array's customers. Array has become part of Bel's Cinch Connector business.

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

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

	TRP									Array									2013 Acquisitions
				Measurement			March 29,						Measurement			August 20,			Acquisition-Date
	March 29,			Period			2013			August 20,			Period			2013			Fair Values
	2013			Adjustments			(As finalized)			2013			Adjustments			(As finalized)			(As finalized)
Cash	$	8,388		$	-		$	8,388		$	-		$	-		$	-		$	8,388
Accounts receivable		11,580			(39	)		11,541			994			-			994			12,535
Inventories		6,258			1,097			7,355			2,588			(1,595	)		993			8,348
Other current assets		1,953			(334	)		1,619			83			345			428			2,047
Property, plant and equipment		4,693			1,097			5,790			2,285			1,225			3,510			9,300
Intangible assets		-			6,110			6,110			-			1,470			1,470			7,580
Other assets		1,151			198			1,349			84			1,663			1,747			3,096
Total identifiable assets		34,023			8,129			42,152			6,034			3,108			9,142			51,294

Accounts payable		(8,565	)		331			(8,234	)		(677	)		1			(676	)		(8,910	)
Accrued expenses		(4,003	)		(462	)		(4,465	)		(206	)		(79	)		(285	)		(4,750	)
Other current liabilities		(25	)		(734	)		(759	)		(214	)		214			-			(759	)
Noncurrent liabilities		-			(586	)		(586	)		(643	)		(1,105	)		(1,748	)		(2,334	)
Total liabilities assumed		(12,593	)		(1,451	)		(14,044	)		(1,740	)		(969	)		(2,709	)		(16,753	)
Net identifiable assets acquired		21,430			6,678			28,108			4,294			2,139			6,433			34,541
Goodwill		8,278			(7,038	)		1,240			5,666			(2,094	)		3,572			4,812
Net assets acquired	$	29,708		$	(360	)	$	29,348		$	9,960		$	45		$	10,005		$	39,353


Cash paid	$	22,400		$	6,948		$	29,348		$	9,960		$	45		$	10,005		$	39,353
Assumption of severance payment		109			(109	)		-			-			-			-			-
Fair value of consideration
transferred		22,509			6,839			29,348			9,960			45			10,005			39,353
Deferred consideration		7,199			(7,199	)		-			-			-			-			-
Total consideration paid	$	29,708		$	(360	)	$	29,348		$	9,960		$	45		$	10,005		$	39,353

The measurement period adjustments noted above primarily relate to adjustments to fair value based on the appraisals on inventory, property, plant and equipment, and intangible assets. In addition, various other asset and liability accounts had measurement period adjustments related to deferred taxes.

The results of operations of the 2013 Acquired Companies have been included in the Company's consolidated financial statements for the period subsequent to their respective acquisition dates. During the three months ended March 31, 2014, the 2013 Acquired Companies contributed $17.9 million of revenue and $1.3 million of net earnings to the Company's consolidated financial results. There was no operating activity related to either of the 2013 Acquisitions during the three months ended March 31, 2013.

The unaudited pro forma information below presents the combined operating results of the Company and the 2013 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 2013 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 2013 Acquisitions had occurred as of January 1, 2012, 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 acquisitions of the 2013 Acquired Companies were completed as of January 1, 2012. The 2013 unaudited pro forma net earnings were adjusted to exclude $0.3 million of acquisition-related costs ($0.3 million after tax) incurred during the first quarter of 2013 (dollars in thousands except per share data):

	Three Months Ended
	March 31, 2013

Revenue	$	85,291
Net earnings		2,368
Earnings per Class A common share - basic and diluted		0.20
Earnings per Class B common share - basic and diluted		0.21