1 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 30, 2001 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 30, 2001, 19,849,894 shares of common stock, $.01 par value, of the Registrant and warrants to purchase 1,885,901 shares of common stock, $.01 par value, of the Registrant were outstanding.
2 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION <TABLE> <CAPTION> PAGE ---- <S> <C> Item 1. Financial Statements Condensed Consolidated Statements of Income for the periods ended June 30, 2001 and July 1, 2000......................................................................1 Condensed Consolidated Balance Sheets for the periods ended June 30, 2001 and December 30, 2000...........................................................................2 Condensed Consolidated Statements of Cash Flows for the periods ended June 30, 2001 and July 1, 2000..................................................................3 Notes to the Condensed Consolidated Financial Statements........................................4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations .........6 Item 3. Qualitative and Quantitative Disclosures about Market Risk ...................................11 PART II - OTHER INFORMATION Item 4. Submission of Matters to a vote of security holders...........................................12 Item 6. Exhibits and Reports on Form 8-K...............................................................13 </TABLE>
3 LITTELFUSE, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data, unaudited) <TABLE> <CAPTION> For the Three For the Six ----------------------- ------------------------ Months Ended Months Ended ----------------------- ------------------------ JUNE 30, July 1, JUNE 30, July 1, ----------------------- --------- ---------- 2001 2000 2001 2000 ---------- --------- --------- ---------- <S> <C> <C> <C> <C> Net sales ..................................................... $ 68,996 $ 97,356 $ 144,586 $ 192,676 Cost of sales ................................................. 43,797 58,006 92,452 114,097 --------- --------- --------- --------- Gross profit .................................................. 25,199 39,350 52,134 78,579 Selling, general and administrative expenses .................................................. 15,809 17,921 32,753 35,693 Research and development expenses ............................. 2,310 2,876 4,983 5,407 Amortization of intangibles ................................... 1,624 1,823 3,247 3,548 --------- --------- --------- --------- Operating income .............................................. 5,456 16,730 11,151 33,931 Interest expense .............................................. 909 1,199 1,840 2,424 Other (income)/expense ........................................ (583) (1,368) (689) (1,602) --------- --------- --------- --------- Income before income taxes .................................... 5,130 16,899 10,000 33,109 Income taxes .................................................. 1,846 6,252 3,600 12,249 Net income .................................................... $ 3,284 $ 10,647 $ 6,400 $ 20,860 ========= ========= ========= ========= Net income per share: Basic ..................................................... $ 0.17 $ 0.54 $ 0.32 $ 1.05 ========= ========= ========= ========= Diluted ................................................... $ 0.15 $ 0.48 $ 0.30 $ 0.94 ========= ========= ========= ========= Weighted average shares and equivalent shares outstanding: Basic ..................................................... 19,863 19,874 19,829 19,702 ========= ========= ========= ========= Diluted ................................................... 21,745 22,381 21,687 22,217 ========= ========= ========= ========= </TABLE> 1
4 LITTELFUSE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) <TABLE> <CAPTION> JUNE 30, 2001 December 30, 2000 ------------- ----------------- (unaudited) <S> <C> <C> ASSETS: Cash and cash equivalents ........................ $ 9,950 $ 5,491 Receivables ...................................... 48,159 53,152 Inventories ...................................... 58,117 59,272 Other current assets ............................. 9,566 8,779 -------- -------- Total current assets ............................. $125,792 $126,694 Property, plant, and equipment, net .............. 91,547 92,673 Reorganization value, net ........................ 29,507 30,913 Other intangible assets, net ..................... 22,145 24,000 Other assets ..................................... 738 98 -------- -------- $269,729 $274,378 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities excluding current portion of long-term debt ............................ $ 34,661 $ 46,700 Current portion of long-term debt ................ 21,477 17,070 -------- -------- Total current liabilities ........................ 56,138 63,770 Long-term debt ................................... 40,830 41,397 Deferred liabilities ............................. 2,153 2,153 Other long-term liabilities ...................... 213 331 Shareholders' equity ............................. 170,395 166,727 -------- -------- Shares issued and outstanding: 19,849,894......... $269,729 $274,378 ======== ======== </TABLE> 2
5 LITTELFUSE, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands, unaudited) <TABLE> <CAPTION> For the Three For the Six Months Ended Months Ended -------------------- --------------------- JUNE 30, July 1, JUNE 30, July 1, -------------------- --------------------- 2001 2000 2001 2000 -------- -------- -------- --------- <S> <C> <C> <C> <C> Operating Activities: Net Income ............................................... $ 3,284 $ 10,647 $ 6,400 $ 20,860 Adjustments to reconcile net income to net Cash provided by operating activities: Depreciation ....................................... 4,800 4,902 9,600 9,864 Amortization ....................................... 1,624 1,823 3,247 3,548 Changes in operating assets and liabilities: Accounts receivable ............................. (603) (1,468) 3,233 (8,399) Inventories ..................................... 1,525 (2,783) (167) (9,494) Accounts payable and accrued Expenses .......................................... (5,244) (9) (11,661) 2,109 Other, net .......................................... 691 1,301 (1,542) (1,308) -------- -------- -------- -------- Net cash provided by operating activities .......................................... $ 6,077 $ 14,413 $ 9,110 $ 17,180 Cash used in investing activities: Purchases of property, plant, and equipment, net .................................... (4,267) (4,223) (9,398) (8,059) -------- -------- -------- -------- Net cash used in investing activities ............... (4,267) (4,223) (9,398) (8,059) Cash provided by (used in) financing activities: Proceeds from long-term debt ........................ 4,802 9,057 15,902 23,296 Payments of long-term debt .......................... (4,134) (13,971) (11,441) (26,037) Proceeds from exercise of stock options and warrants .............................. 895 2,743 1,353 3,549 Purchase of common stock and warrants .......................................... 0 0 (1,256) (108) -------- -------- -------- -------- Net cash provided by (used in) financing activities ........................................ 1,563 (2,171) 4,558 700 Effect of exchange rate changes on cash .................. 140 (636) 189 (886) -------- -------- -------- -------- Increase/(decrease) in cash and cash equivalents ......................................... 3,513 7,383 4,459 8,935 Cash and cash equivalents at beginning of period ........................................... 6,437 3,441 5,491 1,889 -------- -------- -------- -------- Cash and cash equivalents at end of period .............................................. $ 9,950 $ 10,824 $ 9,950 $ 10,824 ======== ======== ======== ======== </TABLE> 3
6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) JUNE 30, 2001 1. BASIS OF PRESENTATION 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 of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the period ended June 30, 2001, are not necessarily indicative of the results that may be expected for the year ending December 29, 2001. For further information, refer to the Company's consolidated financial statements and the notes thereto incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 30, 2000. 2. INVENTORIES The components of inventories are as follows (in thousands): June 30, December 30, 2001 2000 -------- ------------- Raw material $11,844 $ 14,488 Work in process 13,942 15,288 Finished goods 32,331 29,496 ------- -------- Total $58,117 $ 59,272 ======= ======== 3. PER SHARE DATA Net income per share amounts for the three months and six months ended June 30, 2001 and July 1, 2000 are based on the weighted average number of common and common equivalent shares outstanding during the periods as follows (in thousands, except per share data): 4
7 Three months Six months Ended ended June 30, July 1, June 30, July 1, 2001 2000 2001 2000 ------- ------- ------- ------- Average shares outstanding 19,863 19,874 19,829 19,702 Net effect of dilutive stock options, warrants and restricted shares - Basic -- -- -- -- ------- ------- ------- ------- - Diluted 1,882 2,507 1,858 2,515 ------- ------- ------- ------- Average shares outstanding - Basic 19,863 19,874 19,829 19,702 ------- ------- ------- ------- - Diluted 21,745 22,381 21,687 22,217 ======= ======= ======= ======= Net income $ 3,284 $10,647 $ 6,400 $20,860 ======= ======= ======= ======= Net income per share - Basic $ 0.17 $ 0.54 $ 0.32 $ 1.05 ======= ======= ======= ======= - Diluted $ 0.15 $ 0.48 $ 0.30 $ 0.94 ======= ======= ======= ======= 4. COMPREHENSIVE INCOME In accordance with Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," total comprehensive income for the three months ended June 30, 2001, and July 1, 2000, was approximately $3.2 million and $10.1 million, respectively, and the six months ended June 30, 2001 and July 1, 2000 was $3.5 million and $19.6 million, respectively. The adjustment for comprehensive income is related to the Company's foreign currency translation. 5. RECENTLY ISSUED ACCOUNTING STANDARDS In June 1998, the Financial Accounting Standards Board issued SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," which establishes accounting and reporting standards for derivatives and hedging activities. The Company was required to adopt SFAS 133 on January 1, 2001, the impact of which did not have a material effect on its consolidated financial statements. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements". SAB 101 summarizes certain of the 5
8 Securities and Exchange Commission's views in applying generally accepted accounting principles to revenue recognition in financial statements. We have applied the provisions of SAB 101 in the consolidated financial statements. The adoption of SAB 101 did not have a material impact on the Company's financial condition or results of operations. In June 2001, the Financial Accounting Standards Board issued SFAS 141, "Business Combinations" and No. 142, "Goodwill and other Intangible Assets", effective for fiscal years beginning after December 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the Statement. Other intangible assets will continue to be amortized over their useful lives. The Company will apply the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of 2002. Application of the nonamortization provisions of the Statement is expected to result in an increase in net income of $2.8 million per year. However, there will be no impact to operating cash flow. During 2002, the Company will perform the first of the required impairment tests of goodwill and indefinite lived intangible assets as of January 1, 2002, but does not believe that there will be a material effect on the earnings and financial position of the Company. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Sales decreased $28.4 million or 29% to $69.0 million, compared to $97.4 million in the second quarter of 2000. Sales in the Americas decreased 32% in the second quarter of 2001, compared to the second quarter of last year. Europe sales decreased 25% in dollars, and 19% in constant currency and Asia sales decreased 25% in dollars and 22% in constant currency. Electronic sales decreased $25.1 million or 41% to $35.6 million in the second quarter of 2001 compared to $60.7 million in the same quarter of last year. The results reflect the broad-based downturn in demand for electronic products. However, during the second quarter electronic sales trends in Asia improved sequentially from the first quarter of 2001 and stabilized in North America. In Europe, electronic sales weakened in the second quarter after a relatively strong first quarter, as the market downturn in Europe lagged behind North America and Asia. Automotive sales decreased $2.1 million or 8% to $24.0 million in the second quarter of 2001 from $26.1 million in the same quarter last year. Automotive sales were down in all regions compared to the second quarter of 2000. European automotive sales weakened during the second quarter after a relatively strong first quarter, while North American automotive sales improved sequentially from the first quarter of 2001. Electrical fuse sales decreased $1.2 million or 11% to $9.4 million in the second quarter of 2001 compared to $10.6 million in the same quarter last year. The electrical fuse sales trend shows continued improvement as a result of improved service levels and increased seasonal demand. 6
9 Gross margin was $25.2 million or 36.5% of sales for the second quarter of 2001, compared to $39.4 million or 40.4% in the same quarter last year. The decrease in gross margin was primarily due to lower unit volume, as well as one-time costs associated with an additional reduction in workforce during the quarter. Operating expenses, excluding amortization, were $18.1 million or 26.3% of sales for the second quarter of 2001 compared to $20.8 million or 21.4% of sales for the same quarter in the prior year. Amortization of the reorganization value and other intangibles increased to 2.4% of sales for the second quarter of 2001, from 1.9% of sales in the second quarter of 2000 due to decreased sales. Total operating expenses, including intangible amortization, were 28.6% of sales in the second quarter of 2001 compared to 23.2% of sales in the same quarter last year. The Company continues to evaluate and reduce operating costs where necessary to correspond to the lower demand level. Operating income decreased 67% to $5.5 million or 8.0% of sales for the second quarter of 2001 compared to $16.7 million or 17.2% of sales for the same quarter of last year. Interest expense was $0.9 million in the second quarter of this year compared to $1.2 million in the second quarter of last year due to lower average debt levels. Other income was $0.6 million for the second quarter of 2001 compared to $1.4 million in the second quarter of the prior year. Income before income taxes was $5.1 million for the second quarter 2001 compared to $16.9 million for the second quarter of 2000. Income taxes were $1.8 million with an effective tax rate of 36% for the second quarter of 2001 compared to $6.3 million with an effective tax rate of 37% in the second quarter of last year. Net income for the second quarter 2001 was $3.3 million or $0.15 per diluted share compared to $10.6 million or $0.48 per diluted share for the same quarter of last year. Six Months, 2001 Sales for the first six months decreased 25% to $144.6 million from $192.7 million last year. Six months electronics sales decreased 33% to $79.5 million compared to $117.8 million last year. Automotive sales decreased 12% to $47.5 million compared to $53.8 million last year. Electrical sales also decreased 17% to $17.6 million from $21.1 million last year. Gross margin was $52.1 million or 36.1% for the first six months of 2001 compared to $78.6 million or 40.8% for the first six months of last year. Operating income for the first six months of 2001 decreased 67% to $11.2 million from $33.9 million last year. As indicated above, the primary cause for the decline in gross margin was lower unit demand. Operating expenses were 26.1% of sales for the first six months of 2001 compared to 21.3% last year. The amortization of intangibles was 2.2% of sales for the first half of 2001 compared to 1.8% last year. Total operating expenses including intangibles amortization were 28.3% of sales the first six months 2001 compared to 23.2% of sales the first six months of last year. 7
10 Interest expense was $1.8 million for the first half 2001 compared to $2.4 million last year. Other income was $0.7 million for the first six months of 2001 compared to $1.6 million for the same period last year. Income before taxes was $10.0 million for the first half of 2001 compared to $33.1 million the first half of last year. Income taxes were $3.6 million the first six months 2001 compared to $12.3 million last year. Net income for the first six months of 2001 decreased 69% to $6.4 million from $20.9 million for the same period last year. Earnings per share for the first six months of 2001 decreased 68% to $0.30 per diluted share compared to $0.94 per diluted 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 2001 year with $5.5 million of cash. Net cash provided by operations was $9.1 million for the first six months. Net cash used to invest in property, plant and equipment was $9.4 million. Cash used to repurchase stock was $1.3 million. In addition, cash provided by net borrowings was $4.5 million and proceeds from warrant and stock option exercises were $1.4 million, resulting in net cash provided by financing activities of $4.6 million. The net increase in cash for the six months ended June 30, 2001 was $4.5 million, leaving the Company with a cash balance of approximately $10.0 million at June 30, 2001. The ratio of current assets to current liabilities was 2.2 to 1 at the end of the second quarter 2001 compared to 1.9 to 1 at second quarter 2000. The days sales in receivables was 63 days at the end of the second quarter 2001 and the end of the second quarter 2000, compared to 58 days at year-end 2000. The days inventory outstanding was approximately 121 days at the end of the second quarter 2001 compared to 90 days at end of the second quarter 2000 and 109 days at year-end 2000. The sharp decrease in market demand has negatively impacted the Company's ability to reduce total inventory levels, which remains a focus of management. The Company has been successful in decreasing inventory levels in the US, but these reductions have been partially offset by inventory increases in Japan related to the shift to a more direct presence in that market. The Company's capital expenditures were $9.4 million for the second quarter 2001. The Company expects that capital expenditures, which are primarily for new machinery, equipment and information systems, will be approximately $16 million for the full year 2001. The long-term debt at the end of the second quarter 2001 totaled $62.3 million and consisted of the following: (1) 6.16% private placement notes totaling $50.0 million, (2) foreign revolver borrowings totaling $10.7 million, (3) notes payable relating to mortgages totaling $0.3 million and (4) other long-term debt, including capital leases, totaling $1.3 million. Of this indebtedness, $21.5 million is considered to be current liabilities. The Company has a $55.0 million revolver in the U.S., all of which was available at June 30, 2001. The bank revolver loan notes carry an 8
11 interest rate of prime or LIBOR plus 0.375%. The Company also has an $8.0 million letter of credit facility, of which approximately $1.6 million was being used at June 30, 2001. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. The preceding commentary presents management's discussion and analysis of the Company's financial condition and results of operations for the periods presented. Certain of the statements included above, including those regarding future financial performance or results or those that are not historical facts, are or contain "forward-looking" information as that term is defined in the Securities Exchange Act of 1934, as amended. The words "expect," "believe," "anticipate," "project," "estimate," and similar expressions are intended to identify forward-looking statements. The Company cautions readers that any such statements are not guarantees of future performance or events and such statements involve risks, uncertainties and assumptions, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development and patent protection, commercialization and technological difficulties, capacity and supply constraints or difficulties, actual purchases under agreements, the effect of the Company's accounting policies, currency rate fluctuations, and other factors discussed above and in the Company's Annual Report on Form 10-K for the year ended December 30, 2000. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated or implied in the forward-looking statements. This report should be read in conjunction with information provided in the financial statements appearing in the Company's Annual Report on Form 10-K for the year ended December 30, 2000. Business Segment Information The Company designs, manufactures and sells circuit protection devices throughout the world. The Company has three reportable geographic segments: The Americas, Europe and Asia-Pacific. The circuit protection market in these geographical segments is categorized into three major product areas: electronic, automotive and power fuses. The Company evaluates the performance of each geographic segment based on its net income or loss. The Company also accounts for intersegment sales as if the sales were to third parties. The Company's reportable segments are the business units where the revenue is earned and expenses are incurred. The Company has subsidiaries in The Americas, Europe and Asia-Pacific where each region is measured based on its sales and operating income or loss. Revenues from no single customer amounted to 10% or more of the Company's total revenues for the quarter ended June 30, 2001. Information concerning the operations in these geographic segments for the period ended June 30, 2001 and July 1, 2000, is as follows (in thousands): 9
12 <TABLE> <CAPTION> Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30,2001 July 1, 2000 June 30, 2001 July 1, 2000 <S> <C> <C> <C> <C> Revenues The Americas $ 37,722 $ 55,683 $ 77,939 $112,135 Europe 12,205 16,193 29,271 33,716 Asia-Pacific 19,069 25,480 37,376 46,825 -------- -------- -------- -------- Combined Total 68,996 97,356 144,586 192,676 Corporate 0 0 0 0 Reconciliation 0 0 0 0 -------- -------- -------- -------- Consolidated Total 68,996 97,356 144,586 192,676 ======== ======== ======== ======== Intersegment Revenues The Americas $ 15,651 $ 10,535 $ 30,443 $ 20,224 Europe 5,782 11,421 10,748 15,052 Asia-Pacific 2,521 1,648 4,228 3,087 -------- -------- -------- -------- Combined Total 23,954 23,604 45,419 38,363 Corporate 0 0 0 0 Reconciliation (23,954) (23,604) (45,419) (38,363) -------- -------- -------- -------- Consolidated Total 0 0 0 0 ======== ======== ======== ======== Interest Expense The Americas $ $836 $ 1,102 $ 1,718 $ 2,225 Europe 13 34 19 71 Asia-Pacific 60 63 103 128 -------- -------- -------- -------- Combined Total 909 1,199 1,840 2,424 Corporate 0 0 0 0 Reconciliation 0 0 0 0 -------- -------- -------- -------- Consolidated Total 909 1,199 1,840 2,424 Depreciation and Amortization The Americas $ 3,200 $ 2,851 $ 6,300 $ 5,751 Europe 850 692 1,736 1,394 Asia-Pacific 307 990 677 1,978 -------- -------- -------- -------- Combined Total 4,357 4,533 8,713 9,123 Corporate 2,067 2,192 4,134 4,289 Reconciliation 0 0 0 0 -------- -------- -------- -------- Consolidated Total 6,424 6,725 12,847 13,412 </TABLE> 10
13 <TABLE> <S> <C> <C> <C> <C> Other income (loss) The Americas $ 311 $1,175 $289 $ 1,173 Europe 144 130 358 267 Asia-Pacific 128 63 42 162 -------- -------- -------- --------- Combined Total 583 1,368 689 1,602 Corporate 0 0 0 0 Reconciliation 0 0 0 0 -------- -------- -------- --------- Consolidated Total 583 1,368 689 1,602 Income Tax Expense The Americas $ 199 $ 3,573 $ (325) $ 7,287 Europe 794 1,364 2,142 2,747 Asia-Pacific 853 1,315 1,783 2,215 -------- -------- -------- --------- Combined Total 1,846 6,252 3,600 12,249 Corporate 0 0 0 0 Reconciliation 0 0 0 0 -------- -------- -------- --------- Consolidated Total 1,846 6,252 3,600 12,249 Net Income The Americas $ 1,804 $ 7,394 $ 1,767 $ 14,508 Europe 1,652 2,252 5,006 5,380 Asia-Pacific 1,896 3,195 3,763 5,282 -------- -------- -------- --------- Combined Total 5,352 12,841 10,536 25,170 Corporate (2,068) (2,194) (4,136) (4,310) Reconciliation 0 0 0 0 -------- -------- -------- --------- Consolidated Total 3,284 10,647 6,400 20,860 Revenues Electronic $ 35,569 $ 60,723 $ 79,505 $ 117,800 Automotive 23,958 26,088 47,532 53,781 Electrical 9,469 10,545 17,549 21,095 -------- -------- -------- --------- Consolidated Total 68,996 97,356 144,586 192,676 </TABLE> Item 3. Qualitative and Quantitative Disclosures about Market Risk The Company is exposed to market risk from changes in foreign exchange rates, commodities and to a lesser extent, interest rates. The Company had long-term debt outstanding at June 30, 2001 in the form of Senior Notes and foreign lines of credit at variable interest rates. Since substantially all of the debt has fixed interest rates, the Company's interest expense is not sensitive to changes in interest rate levels. A portion of the Company's operations consists of manufacturing and sales activities in foreign countries. The Company has manufacturing facilities in Mexico, England, Ireland, Switzerland, South Korea, China and the Philippines. Substantially all sales in Europe are denominated in Dutch Guilders, British Pounds Sterling, United States Dollars and Euros and substantially all sales in the Asia-Pacific region are denominated in United States Dollars, Japanese Yen and South Korean Won. 11
14 The Company's identifiable foreign exchange exposures result from the purchase and sale of products from affiliates, repayment of intercompany trade and loan amounts and translation of local currency amounts in consolidation of financial results. Changes in foreign currency exchange rates or weak economic conditions in the foreign countries in which it manufactures and distributes products could affect the Company's sales and financial results. The Company utilizes netting and offsets to reduce known foreign currency expenses. The Company does not use any material derivative financial instruments to mitigate its foreign currency risk at the present time. The Company uses various metals in the production of its products, including zinc, copper and silver. The Company's earnings are exposed to fluctuations in the prices of these commodities. The Company does not currently use derivative financial instruments to mitigate this commodity price risk. PART II - OTHER INFORMATION Item 4: Submission of Matters to a Vote of Security Holders The annual meeting of stockholders of Littelfuse, Inc. was held on April 27, 2001. The following matters were voted upon at this annual meeting and the results of such votes are provided below: 1. Election of six 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 12,137,963 Authority 5,180,544 Abstentions ___ Nonvotes ___ (ii) John Driscoll Withhold Broker For 17,106,958 Authority 211,549 Abstentions ___ Nonvotes ___ (iii) Anthony Grillo Withhold Broker For 17,107,258 Authority 211,249 Abstentions ___ Nonvotes ___ (iv) Bruce A. Karsh Withhold Broker For 17,108,064 Authority 210,443 Abstentions ___ Nonvotes ___ 12
15 (v) John E. Major Withhold Broker For 17,105,858 Authority 212,649 Abstentions ___ Nonvotes ___ (vi) John J. Nevin Withhold Broker For 17,088,468 Authority 230,039 Abstentions ___ Nonvotes ___ 2. Approval and ratification of the Directors' appointment of Ernst & Young LLP as the Company's independent auditors for the year ending December 29, 2001 Broker For 16,990,569 Against 302,013 Abstentions 25,925 Nonvotes ___ PART II - OTHER INFORMATION Item 6: Exhibits and Reports on Form 8-K (b) There were no reports on Form 8-K filed during the quarter ended June 30, 2001. 13
16 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 30, 2001, to be signed on its behalf by the undersigned thereunto duly authorized. LITTELFUSE, INC. Date: August 14, 2001 By /s/ Philip G. Franklin -------------------------------- Philip G. Franklin Vice President, Treasurer, and Chief Financial Officer (As duly authorized officer and as the principal financial and accounting officer) 14