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 June 28, 1997 OR ___ TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO _________ Commission file number 0-20388 LITTELFUSE, INC. (Exact name of registrant as specified in its charter) Delaware 36-3795742 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 800 East Northwest Highway Des Plaines, Illinois 60016 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 824-1188 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes X No As of June 28, 1997, 19,793,000 shares of common stock, $.01 par value, of the Registrant and warrants to purchase 3,955,000 shares of common stock, $.01 par value, of the Registrant were outstanding. TABLE OF CONTENTS PART I - FINANCIAL INFORMATION PAGE Item 1. Consolidated Condensed (unaudited) Statements of Income, Financial Condition, and Cash Flows and Notes to the Consolidated Financial Statements ..................................1 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............................................7 PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders...................................10 Item 6. Exhibits and Reports on Form 8- K........................................................... .......12 <TABLE> Part I - Financial Information <CAPTION> CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In thousands, except per share data) (unaudited) For For the the Six Three Months Months Ended Ended June June June June 28, 29, 28, 29, 1997 1996 1997 1996 <S> <C> <C> <C> <C> Net sales $ $ 69,828 60,843 $135,411 $119,921 Cost of sales 41,219 35,996 79,983 70,962 Gross profit 28,609 24,847 55,428 48,959 Selling, administrative and general expenses 15,080 13,507 29,570 26,969 Amortization of intangibles 1,759 1,766 3,506 3,530 Operating income 11,770 9,574 22,352 18,460 Interest expense 921 1,185 1,824 2,164 Other income, net (90) (105) (365) (362) Income before income taxes 10,939 8,494 20,893 16,658 Income taxes 4,043 3,058 7,730 5,997 Net income $ 6,896 $ 5,436 $13,163 $10,661 Net income per share $ 0.29 $ 0.23 $ 0.55 $ 0.44 Weighted average number of common and common 23,689 23,788 23,748 24,310 equivalent shares outstanding </TABLE> 1 <TABLE> CONSOLIDATED CONDENSED STATEMENTS OF FINANCIAL CONDITION (In thousands) <CAPTION> June 28, Dec. 28, 1997 1996 (Unaudited) <S> <C> <C> ASSETS Current Assets: Cash and cash equivalents $ 526 $ 1,427 Accounts receivable 45,758 35,468 Inventories 36,991 31,586 Deferred income taxes 3,100 3,100 Prepaid expenses and other 2,399 2,228 Total current assets 88,774 73,809 Property, plant, and equipment, 68,180 63,889 net Reorganization value, net 43,148 44,635 Patents and other identifiable 24,414 23,978 intangible assets, net Prepaid pension cost and other 5,485 3,640 assets $ 230,001 $209,951 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued $ 36,784 $ 30,264 expenses Accrued income taxes 11,000 10,775 Current portion of long-term 10,915 10,005 debt Total current liabilities 58,699 51,044 Long-term debt, less current 50.836 44,556 portion Deferred income taxes 5,418 5,417 Minority Interest 331 312 Shareholders' equity: Preferred stock, par value $.01 per share: 1,000,000 shares authorized; no shares issued and outstanding _ _ Common stock, par value $.01 per share: 34,000,000 shares authorized; 19,792,872 and 19,775,358 shares issued 198 99 and outstanding Additional paid-in capital 51,520 55,214 Notes receivable - common stock (1,511) (1,470) Foreign translation adjustment (2,305) (870) Retained earnings 66,815 55,649 Total shareholders' equity $ 114,717 $108,622 $ 230,001 $209,951 2 </TABLE> <TABLE> CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (unaudited) <CAPTION> For For the the Three Six Months Months Ended Ended June June June June 28, 29, 28, 29, 1997 1996 1997 1996 <S> <C> <C> <C> <C> Operating activities: Net income $ 6,896 $ 5,436 $ 13,163 $ 10,661 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 3,249 3,372 6,580 6,498 Amortization 1,759 1,746 3,506 3,530 Provision for bad debts 127 117 251 214 Deferred income taxes 11 22 (53) 22 Minority interest (74) (71) (13) (141) Changes in operating assets and liabilities: Accounts receivable (984) (2,293) (8,797) (8,586) Inventories (3,257) (302) (5,142) (568) Accounts payable and accrued expenses (1,143) 1,162 4,829 1,441 Other, net 317 819 (43) 2,853 Net cash provided by operating activities 6,901 10,008 14,281 15,924 Cash used in investing activities: Purchases of property, plant, and equipment, net (4,804) (4,336) (7,337) (7,004) Acquisition of business, net (5,060) - (5,060) - (9,864) (4,336) (12,397) (7,004) Cash used in financing activities: Proceeds of long-term debt, net 5,172 11,987 3,121 13,957 Proceeds from exercise of stock options 344 126 500 429 Purchase of common stock and warrants (3,876) (16,731) (6,147) (22,740) 1,640 (4,618) (2,526) (8,354) Effect of exchange rate changes on cash (154) 27 (259) 17 Increase/(decrease) in cash and cash equivalents (1,477) 1,081 (901) 583 Cash and cash equivalents at beginning of period 2,003 810 1,427 1,308 Cash and cash equivalents at end of period $ 526 $1,891 $ 526 $1,891 3 </TABLE> Notes to Consolidated Condensed Financial Statements (Unaudited) June 28, 1997 1. Basis of Presentation Littelfuse, Inc. and its subsidiaries (the "Company") are the successors in interest to the components business previously conducted by subsidiaries of Tracor Holdings, Inc. ("Predecessor"). The Company acquired its business as a result of the Predecessor's reorganization activities concluded on December 27, 1991. The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting solely of normal recurring items, considered necessary for a fair presentation have been included. Operating results for the period ended June 28, 1997 are not necessarily indicative of the results that may be expected for the fiscal year ending January 3, 1998. For further information, refer to the Company's consolidated financial statements and the notes thereto as of December 28, 1996, included in the Company's Annual Report on Form 10-K. Beginning in 1996, the Company changed its fiscal year end to the Saturday nearest December 31 and reports its quarterly interim financial information on the basis of periods of thirteen weeks. Previously the Company reported on a calendar year and quarter basis. The consolidated condensed statements of operations and cash flows for the three months ended June 28, 1997 are for the period from March 30, 1997 to June 28, 1997. 2. Inventories The components of inventories are as follows (in thousands): <TABLE> June 28, December 28, 1997 1996 <S> <C> <C> Raw material $ 10,450 $ 8,411 Work in process 3,456 3,263 Finished goods 23,085 19,912 Total $36,991 $ 31,586 </TABLE> 4 3. Per Share Data and Stock Split On June 10, 1997, a two-for-one stock split was effected in the form of a 100% stock dividend. Net income per share amounts for the three months and six months ended June 28, 1997 and June 29, 1996 are based on the weighted average number of common and common equivalent shares outstanding during the periods after giving retroactive effect to the June 10, 1997 stock split as follows (in thousands, except per share data): <TABLE> Three months ended Six months ended June 28, June 29, June 28, June 29, 1997 1996 1997 1996 <S> <C> <C> <C> <C> Average shares outstanding 19,734 19,892 19,722 19,948 Net effect of dilutive stock options and warrants - Primary 3,955 3,896 4,026 4,362 - Fully diluted 4,065 3,896 4,162 4,400 Average shares outstanding - Primary 23,689 23,788 23,748 24,310 - Fully diluted 23,799 23,788 23,884 24,348 Netincome $ 6,896 $ 5,436 $13,163 $10,661 Netincome per share $ .29 $ .23 $ .55 $ . 44 </TABLE> 4. Long-Term Debt The Company concluded a financing package on August 31, 1993. The package consists of $45,000,000 of Senior Notes issued pursuant to a Note Purchase Agreement which requires annual principal payments of $9,000,000 payable annually beginning August 31, 1996 through August 31, 2000. The package also includes a bank Credit Agreement which provides an open revolver line of credit of $65,000,000 less current borrowings subject to a maximum indebtedness calculation and other traditional covenants. No revolver principal payments are required until the line matures on August 31, 2000. At June 28, 1997 the Company had available $45.5 million of borrowing capability under the revolver facility. 5 5. Recently Issued Accounting Standard In February 1997, the Financial Accounting Standards Board issued Statement No. 128, Earnings per Share, which is required to be adopted by the Company for interim and annual periods beginning in fiscal year 1998. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating basic earnings per share, the dilutive effect of stock options will be excluded. The adoption of Statement 128 is expected to result in basic earnings per share being higher than the previously reported primary earnings per share for the second quarter ended June 28, 1997 and June 29, 1996 of $0.06 and $0.05 per share, respectively. The impact of Statement 128 on the calculation of fully diluted earnings per share for these quarters is not expected to be material. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Sales increased 15 percent to $69.8 million the second quarter of 1997 compared to $60.8 million the second quarter of 1996. Operating income increased 23 percent to $11.8 million for the quarter compared to $9.6 million the second quarter of last year. Net income increased 27 percent to $6.9 million or $0.29 per share the second quarter of 1997 compared to $5.4 million or $0.23 per share the second quarter of 1996. Cash flow from operations was $6.9 million the second quarter of 1997. The Company repurchased 105,000 warrants for $3.9 million, made capital investments of $4.8 million, and acquired a second company in Korea for $5.1 million during the quarter. As a result, long-term debt increased $5.2 million in the second quarter. The total long-term debt to equity ratio was 0.54 to 1 at June 28, 1997 compared to 0.50 to 1 at year end 1996 and 0.64 to 1 at June 29, 1996. Second Quarter, 1997 Littelfuse enjoyed a 15 percent sales increase to $69.8 million this year from $60.8 million last year. The gross margin was 41.0 percent the second quarter this year compared to 40.8 percent last year. Operating income increased to 16.9 percent of sales the second quarter this year compared to 15.7 percent last year. Net income increased 27 percent to $6.9 million this year compared to $5.4 million last year. Earnings per share increased 26 percent to $0.29 compared to $0.23 last year. Second quarter 1997 sales grew $9.0 million compared to the same quarter last year. Very strong computer, telecommunications and electronic ballast market sales spurred 26 percent sales growth in the Asia Pacific region. Sales grew 20 percent in local currency and 14 percent in dollars in the European Community with strong automotive OEM sales and electronics sales. Strong electronic and automotive OEM sales spurred 12 percent sales growth in North America. Electronic sales grew to $34.3 million in the second quarter 1997 from $28.4 million the same quarter of last year for an increase of $5.9 million or 21 percent. Sales were particularly strong in computer and telecommunications market worldwide. Consumer electronics sales growth slowed some from its 1996 pace, but still was double digit. Automotive sales grew to $26.7 million in the second quarter 1997 from $23.8 million the same quarter last year for an increase of $2.9 million or 12 percent. The North American and European automotive OEM sales were strong, while aftermarket sales were weak on both continents. Power fuse sales grew to $8.8 million in the second quarter 1997 from $8.6 million the same quarter last year for an increase of $0.2 million or 2 percent. The Company believes that its electrical business sales continue to grow faster than its competitors in the electrical industry. Gross profit was $28.6 million or 41.0 percent of sales for the second quarter 1997 compared to $24.8 million or 40.8 percent last year. North America gross margins 7 improved compared to last year due to higher volume efficiencies, and improved product mix due to phasing out mature lower margin products, while Europe declined slightly due to currency and Asia Pacific margins were essentially the same as last year. Selling, general and administrative expenses were $15.1 million or 21.6 percent of sales for the second quarter 1997 compared to $13.5 million or 22.2 percent of sales for the same quarter last year. Selling expenses accounted for approximately two thirds of the expenses both quarters. The S,G&A expenses as a percent of sales declined slightly despite significantly greater investment in our Asia Pacific sales effort. The amortization of the reorganization value and other intangibles was 2.5 percent of sales for the second quarter 1997 compared to 2.9 percent last year. Total S,G&A expenses including intangibles amortization were 24.1 percent of sales the second quarter 1997 compared to 25.1 percent the same quarter last year. Operating income was $11.8 million or 16.9 percent of sales for the second quarter 1997 compared to $9.6 million or 15.7 percent last year. Interest expense was $0.9 million for the second quarter 1997 compared to $1.2 million last year. Other income, net was $0.1 million both quarters. Income before taxes was $10.9 million for the second quarter 1997 compared to $8.5 million last year. Income taxes were $4.0 million with an effective tax rate of 37 percent for the second quarter 1997 compared to $3.1 million with an effective tax rate of 36 percent the second quarter of last year. Net income for the second quarter 1997 was $6.9 million or $0.29 per share compared to $5.4 million or $0.23 per share last year. Six Months, 1997 Sales increased 13 percent for the first half of 1997 to $135.4 million from $119.9 million the first half of last year. Cash provided by operations before interest expense was $16.1 million and after interest expense was $14.3 million. The sales trend in electronics has been very strong the first two quarters of 1997. First half electronic sales were up 20 percent at $66.4 million compared to $55.5 million last year. Personal computer, telecommunications and electronic ballast business has been strong in all major areas of the world in the first half. Automotive sales were up 8 percent at $51.5 million compared to $47.8 million last year. Automotive OEM sales in both North America and Europe have been very strong the first half, while aftermarket sales have been relatively weak. Power fuse sales were up 6 percent to $17.5 million from $16.6 million last year. The gross profit was 40.9 percent for the first half 1997 compared to 40.8 percent the first half of last year. North America margins have improved this year due to higher volumes and favorable mix. The North American increase more than offset some negative European currency effects. Selling, general and administrative expenses were 21.8 percent of sales for the first half 1997 compared to 22.5 percent of sales last year. The company has been holding all 8 SG&A expense increases significantly less than sales increases except for Asia Pacific selling expenses. The amortization of intangibles was 2.6 percent of sales for the first half 1997 compared to 2.9 percent last year. Total S,G & A expenses including intangibles amortization were 24.4 percent of sales the first half 1997 compared to 25.4 percent of sales the first half of last year. Operating income increased 21 percent to $22.4 million or 16.5 percent of sales the first half 1997 compared to $18.5 million or 15.4 percent last year. Interest expense was $1.8 million the first half 1997 compared to $2.2 million last year. Other income, net was $0.4 million the first half of both years. As a result, income before taxes was $20.9 million the first half 1997 compared to $16.7 million the first half of last year. Income taxes were $7.8 million the first half 1997 compared to $6.0 million last year. Net income the first half 1997 increased 23 percent to $13.2 million or $.55 per share compared to $10.7 million or $.44 per share last year. Liquidity and Capital Resources Assuming no material adverse changes in market conditions or interest rates, management expects that the Company will have sufficient cash from operations to support both its operations and its current debt obligations for the foreseeable future. Littelfuse started the 1997 year with $1.4 million of cash. Net cash provided by operations was $14.3 million for the first half. Cash used to invest in property, plant and equipment was $7.3 million and in the acquisition of Samjoo Littelfuse was $5.1 million. Cash used to repurchase stock and warrants was $6.1 million, proceeds of option exercises were $0.5 million, and proceeds of bank debt were $3.1 million for net financing of $2.5 million use of cash. The net of cash provided by operations, less investing activities, less financing activities resulted in a decrease in cash of $0.9 million. This left the Company with a cash balance of approximately $0.5 million at June 28, 1997. The ratio of current assets to current liabilities was 1.5 to 1 at the end of the second quarter 1997 compared to 1.4 to 1 at year end 1996 and 1.5 to 1 at the end of the second quarter 1996. The days sales in receivables was approximately 59 days at the end of the second quarter 1997 compared to 51 days at year end 1996 and 56 days at the end of the second quarter 1996. The increase in days sales in receivables is primarily due to the strong foreign sales (which have longer payment terms) and higher sales the second half of the quarter. The inventory turnover rate was approximately 4.5 turns at the end of the second quarter 1997 compared to 4.5 turns at year end 1996 and 4.8 turns at the end of the second quarter 1996. The increase in inventory is primarily related to the introduction of new electronic resettable products and new Powr-Gard indicator products as well as building up auto OEM inventory for strong expected August and September sales. 9 The Company's capital expenditures were $7.3 million for the first half 1997. The Company expects that capital expenditures, which will be primarily for new machinery and equipment, will be approximately $21.0 million in 1997. The ratio of total long-term debt to equity was 0.54 to 1 at the end of the first half 1997 compared to 0.41 to 1 at year end 1996. The long-term debt at the end of the first half 1997 consists of four types totaling $61.7 million. They are as follows: (1) private placement notes totaling $36.0 million, (2) bank revolver facility totaling $19.5 million, (3) notes payable relating to income taxes and mortgages totaling $1.0 million, and (4) other long-term debt totaling $5.2 million. These four items include $10.9 million of the bank revolver, tax notes and mortgage notes, which are considered to be current. This leaves net long-term debt totaling $50.8 million at June 28, 1997. The private placement notes carry an interest rate of 6.31 percent and the revolver debt carries an interest rate of prime or LIBOR plus 0.5%, which currently is approximately 6.3%. The Company had available at June 28, 1997, a revolver facility of $65.0 million of which $19.5 million was being used at June 28, 1997. The Company also has a $3.0 million letter of credit facility of which approximately $1.8 million was being used at June 28, 1997. Other Matters On April 25, 1997 the Board of Directors of the Company authorized a two-for-one split of its common stock in the form of a stock dividend. Stockholders of record as of the close of business on May 20, 1997 will receive one additional share for each share held. The additional shares were distributed to stockholders on June 10, 1997. Each outstanding warrant to purchase shares of the company's common stock became two warrants on June 10, 1997 with an exercise price of $4.18 per share. PART II - OTHER INFORMATION Item 2: Changes in Securities Effective June 10, 1997, the Warrant Agreement between the Company and LaSalle National Bank (formerly known as LaSalle National Trust, N.A.), as Warrant Agent, dated as of December 20, 1991 (the "Warrant Agreement"), was amended to provide that each certificate representing an outstanding warrant ("Warrant") to purchase shares of Common Stock of the Company at a price of $8.36 per share would be changed to represent twice the number of Warrants previously represented thereby, with each Warrant thereafter representing the right to purchase one share of Common Stock at an exercise price of $4.18. The purpose of this amendment was to make an appropriate adjustment to the outstanding Warrants in connection with the Company's stock dividend of one share of Common Stock on each share of Common Stock outstanding. Such stock dividend was paid on June 10, 1997. 10 Item 4a: Submission of Matters to a Vote of Security Holders The annual meeting of stockholders of Littelfuse, Inc. was held on April 25, 1997. The following matters were voted upon at this annual meeting and the results of such votes are provided below: 1. Election of five nominees to the Board of Directors to serve terms of one year or until their successors are elected: (i) Howard B. Witt Withhold Broker For 8,192,026 Authority 25,926 Abstentions___ Nonvotes ___ (ii) Anthony Grillo Withhold Broker For 8,176,469 Authority 41,483 Abstentions ___ Nonvotes ___ (iii) Bruce A. Karsh withold Broker For 8,191,969 Authority 25,983 Abstentions___ Nonvotes ___ (iv) John E. Major Withhold Broker For 8,191,969 Authority 25,983 Abstentions___ Nonvotes ___ (v) John J. Nevin Withhold Broker For 8,184,599 Authority 33,353 Abstentions___ Nonvotes ___ 2. Approval and ratification of the Directors' appointment of Ernst & Young LLP as the Company's independent auditors for the year ending January 3, 1998 Broker For 8,198,601 Against 9,451 Abstentions 9,900 Nonvotes ___ Item 4b: Submission of Matters to a Vote of Security Holders In connection with the amendment of the Warrant Agreement described in Item 2 above, the Company solicited an Irrevocable Consent to First Amendment to the Warrant Agreement from holders of outstanding Warrants. The consent of the holders of certificates representing at least a majority of the outstanding Warrants was required to amend the Warrant 11 Agreement. On May 2, 1997, the record date for determining persons entitled to notice of and to submit a consent with respect to the amendment, 1,979,900 Warrants, each representing the right to purchase one share of Common Stock, were outstanding. The Company received consents to the amendment to the Warrant Agreement from holders of certificates representing 1,361,695 Warrants (69% of outstanding Warrants). Item 6: Exhibits and Reports on Form 8-K (a) Exhibit 4.3A - First Amendment to Littelfuse Warrant Agreement (filed as exhibit 4.3 to the Company's Form 10 as filed with the Securities and Exchange Commission which became effective on September 16, 1992 (1934 Act File No. 0-20388)) Exhibit 4.4A - Amendment to Stock Plan for Employees and Directors of Littelfuse, Inc. (filed as exhibit 4.3 to the Company's Form 10 as filed with the Securities and Exchange Commission which became effective on September 16, 1992 (1934 Act File No. 0-20388)) Exhibit 10.6A - Amendment to 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended June 30, 1995(1934 Act File No. 0-20388)) Exhibit 10.6B - Amendment to 1993 Stock Plan for Employees and Directors of Littelfuse, Inc. (filed as Exhibit 10.1 to the Company's Form 10-Q for the quarterly period ended June 30, 1995(1934 Act File No. 0-20388)) Exhibit 10.8A - Amendment to Littelfuse Deferred Compensation Plan for Non-employee Directors (filed as exhibit 10.8 to the Company's Form 10 as filed with the Securities and Exchange Commission which became effective on September 16, 1992 (1934 Act File No. 0-20388)) (b) There were no reports on Form 8-K during the quarter ended June 28, 1997. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q for the quarter ended June 28, 1997, to be signed on its behalf by the undersigned thereunto duly authorized. Littelfuse, Inc. Date: August 8, 1997 By /s/ James F. Brace James F. Brace Vice President, Treasurer and Chief Financial Officer (As duly authorized officer and as the principal financial and accounting officer) 13