LITTELFUSE INC /DE
10-Q, 1999-08-17
SWITCHGEAR & SWITCHBOARD APPARATUS
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                       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
               July 3, 1999 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 organizatio                          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 July 3, 1999,  19,442,723 shares of common stock, $.01 par value,
of the  Registrant  and warrants to purchase  2,474,615  shares of common stock,
$.01 par value, of the Registrant were outstanding.


<PAGE>


                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

   PAGE
Item 1.  Financial Statements

          Consolidated  Condensed Statements of Income for the period ended
          July 3, 1999 and July 4, 1998 (unaudited...........................1

          Consolidated  Condensed  Balance  Sheets for the period  ended
          July 3, 1999(unaudited) and January 2, 1999........................2

          Consolidated  Condensed  Statements of Cash Flows for the period
          ended July 3, 1999 and July 4, 1998 (unaudited)....................3

          Notes to the Consolidated Financial Statements.....................4

Item 2.  Management's Discussion and Analysis of
          Financial Condition and Results of Operations .................... 6


PART II - OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders.............. 11

Item 6.  Exhibits and Reports on Form 8-K.................................. 12



<PAGE>



<TABLE>




                             CONDENSED CONSOLIDATED
                              STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (unaudited)

                                                                              For the Three                       For the Six
                                                                                Months Ended                       Months Ended
                                                                         July 3,          July 4,            July 3,        July 4,
                                                                           1999             1998              1999           1998

<S>                                                                   <C>               <C>              <C>              <C>
Net sales ....................................................        $  72,094         $  69,116        $ 141,065        $ 138,447

Cost of sales ................................................           44,041            42,785           87,225           85,524
                                                                      ---------         ---------        ---------        ---------

Gross profit .................................................           28,053            26,331           53,840           52,923

Selling, general and administrative expenses .................           12,949            12,807           25,545           26,169
Research and development expenses ............................            2,499             2,105            4,886            4,276
Amortization of intangibles ..................................            1,743             1,610            3,484            3,498
                                                                      ---------         ---------        ---------        ---------


Operating Income .............................................           10,862             9,809           19,925           18,980

Interest expense .............................................            1,353               889            2,695            1,732
Other (income) /expense ......................................             (176)              103             (557)             739
                                                                      ---------         ---------        ---------        ---------


Income before income taxes ...................................            9,685             8,817           17,787           16,509

Income Taxes .................................................            3,680             3,262            6,759            5,128

Net Income ...................................................        $   6,005         $   5,555        $  11,028        $  11,381
                                                                      =========         =========        =========        =========

Net income per share .............................  -Basic            $    0.31         $    0.27        $    0.56        $    0.55
                                                                      =========         =========        =========        =========
                                                    -Diluted          $    0.28         $    0.24        $    0.51        $    0.48
                                                                      =========         =========        =========        =========

Weighted-average shares and
Equivalent shares outstanding ...................   -Basic               19,461            20,934           19,633           20,560
                                                                      =========         =========        =========        =========

                                                    -Diluted             21,625            23,525           21,777           23,568
                                                                      =========         =========        =========        =========

</TABLE>




<PAGE>

<TABLE>


                             CONDENSED CONSOLIDATED
                                 BALANCE SHEETS
                                 (In thousands)
                                   (unaudited)

                                                                                July 3,        January 2,
                                                                                  1999            1999

ASSETS

<S> ....................................................................................                   <C>                   <C>
Cash and cash equivalents ..............................................................              $ 21,838                27,961
Receivables ............................................................................                50,071                41,382
Inventories ............................................................................                36,672                36,209
Other current assets ...................................................................                 5,558                 5,546
                                                                                                      --------              --------

Total current assets ...................................................................               114,139               111,098


Property, plant, and equipment, net ....................................................                80,395                77,788
Reorganization value, net ..............................................................                36,079                37,814
Other intangible assets, net ...........................................................                20,416                22,148
Other assets ...........................................................................                 1,674                 1,696
                                                                                                      --------              --------

                                                                                                      $252,703              $250,544
                                                                                                      ========              ========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities excl. current portion of long-term debt ............................                40,333                36,452
Current portion of long-term debt ......................................................                15,297                15,515
                                                                                                      --------              --------

Total current liabilities ..............................................................                55,630                51,967

Long-term debt .........................................................................                69,689                70,061
Deferred liabilities ...................................................................                 3,951                 3,951
Other long-term liabilities ............................................................                    33                    41

 Shareholders' Equity ..................................................................               123,400               124,524
                                                                                                      --------              --------

                                                                                                      $252,703              $250,544
                                                                                                      ========              ========
</TABLE>





<PAGE>

<TABLE>


                             CONSOLIDATED CONDENSED
                            STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (unaudited)

                                                                             For the Three                     For the Six
                                                                                Months Ended                    Months Ended
                                                                           July 3,          July 4,         July 3,         July 4,
                                                                            1999             1998             1999           1998
Operating activities:
<S>                                                                        <C>             <C>             <C>             <C>
Net income .........................................................       $  6,005        $  5,555        $ 11,028        $ 11,381
  Adjustments to reconcile net income
      to net cash provided by operating activities:
      Depreciation .................................................          4,060           3,407           8,328           6,731
      Amortization .................................................          1,742           1,610           3,484           3,498
  Changes in operating assets and liabilities:
      Accounts receivable ..........................................         (3,232)         (1,372)         (9,641)         (6,761)
      Inventories ..................................................           (408)            341          (1,090)          1,358
      Accounts payable and accrued expenses ........................          2,852             212           4,250             880
      Other, net ...................................................            602             746            (234)            352
                                                                          ----------       ---------        --------      ---------

Net cash provided by operating activities ..........................       $ 11,621        $ 10,499        $ 16,125        $ 17,439

Cash used in investing activities:
  Purchases of property, plant, and equipment, net .................         (6,428)         (4,340)        (11,431)        (10,053)
                                                                           --------        --------        --------        ---------
                                                                             (6,428)         (4,340)        (11,431)        (10,053)

Cash provided by (used in) financing activities:
  Borrowings/ (Payments) of long-term debt, net ....................           (355)          4,773            (476)           (166)
  Proceeds from exercise of stock options and warrants .............             46             827             114           5,532
  Purchase of common stock and warrants ............................           (643)         (7,334)        (10,476)         (8,973)
                                                                           ---------       ---------       ---------      ---------
Net cash used in financing activities ..............................           (952)         (1,734)        (10,838)         (3,607)

Effect of exchange rate changes on cash ............................            151            (185)             21            (251)
                                                                           --------        ---------       --------        --------


Increase/ (decrease) in cash and cash equivalents ..................          4,392           4,240          (6,123)          3,528

Cash and cash equivalents at
    beginning of period ............................................         17,446              43          27,961             755
                                                                           --------        --------        --------        --------

Cash and cash equivalents at end of period .........................       $ 21,838        $  4,283        $ 21,838        $  4,283
                                                                           ========        ========        ========        ========
</TABLE>








<PAGE>


              Notes to Consolidated Condensed Financial Statements
                                   (Unaudited)

                                  July 3, 1999

1.  Basis of Presentation

Littelfuse,  Inc. and its  subsidiaries  ("Littelfuse" or 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
of normal recurring accruals,  considered necessary for a fair presentation have
been  included.  Operating  results for the period  ended July 3, 1999,  are not
necessarily  indicative  of the results that may be expected for the year ending
January 1, 2000. 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 January 2, 1999.

2. Inventories
<TABLE>

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

                                                                        July 3,             January 2,
                                                                          1999                 1999

<S>                                                                     <C>                  <C>
                                    Raw material                        $  9,053             $   9,800
                                    Work in process                        8,316                 5,338
                                    Finished goods                        19,301                21,071
                                                                        --------               -------
                                      Total                             $ 36,672              $ 36,209
                                                                        ========              ========


</TABLE>



3. Per Share Data

Net income per share  amounts for the three  months and six months ended July 3,
1999, and July 4, 1998,  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):
<TABLE>

                                                 Three months ended                Six months ended
                                                  July 3,        July 4,           July 3,         July 4,
                                                   1999            1998            1999            1998
                                                  -----           -----            ----            ----

<S>                                               <C>             <C>              <C>             <C>
Average shares outstanding                        19,461          20,934           19,633          20,560

Net effect of dilutive stock options,
warrants and restricted shares
         - Basic                                      -                -               -                -
                                                   --------        --------         -------          ------
         - Diluted                                 2,164           2,591             2,144           3,008
                                                   -------         -------          -------          ------

Average shares outstanding
         - Basic                                  19,461          20,934            19,633          20,560
                                                  ======          ======            ======          ======
         - Diluted                                21,625          23,525            21,777          23,568
                                                  ======          ======            ======          ======

Net income                                      $  6,005         $ 5,555            11,028          11,381
                                                 =======         =======            ======          ======

Net income per share
       - Basic                                  $   0.31         $  0.27          $  0.56          $  0.55
                                                 ========        ========         ========         =======
       - Diluted                                $   0.28         $  0.24          $  0.51          $  0.48
                                                 ========        ========         ========         =======
</TABLE>


4. Comprehensive Income

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  130,
"Reporting  Comprehensive  Income,"  total  comprehensive  income  for the three
months ended July 3, 1999, and July 4, 1998, was approximately  $5.6 million and
$5.5 million,  respectively,  and the six months ended July 3, 1999, and July 4,
1998 was $9.2 and $11.6 million,  respectively. The adjustment for comprehensive
income is related to the Company's foreign currency translation.



<PAGE>


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

Results of Operations

Sales increased 4 % to $72.1 million in the second quarter this year compared to
$69.1  million in the second  quarter of 1998.  Gross margin was 38.9% this year
compared  to 38.1 % in the same  period  of the  prior  year.  Operating  income
increased to 15.1 % of sales in the second  quarter of 1999 compared to 14.2% in
the prior year.  Net income  increased 8 % to $6.0 million in the second quarter
this year  compared  to $5.6  million  in the  second  quarter  of last year and
diluted  earnings per share  increased  18% to $0.28 in the second  quarter this
year compared to $0.24 per diluted share in the same quarter last year.

Second quarter 1999 sales increased $3.0 million compared to the same quarter in
the prior year.  Sales in the Americas  increased 2% over the second  quarter of
1998 due in part to increased power fuse sales. Europe second quarter 1999 sales
declined 4% in dollars, as compared to the same quarter in the prior year due to
softness in the electronic market.  However,  Europe sales were flat in constant
currency  terms.   Increased  Korean  and  Southeast  Asian  electronics   sales
contributed  to a 17% sales  increase in the  Asia-Pacific  region.  In constant
currency terms, sales increased 13 % in the Asia-Pacific region.

Electronic  sales grew to $35.2 million in the second quarter of 1999 from $34.1
million in the same  quarter of last year for an increase of $1.1 million or 3%.
Strong Korean and Southeast  Asian  electronics  sales were partially  offset by
lower domestic electronic demand.  Automotive sales grew to $25.2 million in the
second  quarter  1999 from $24.8  million in the same  quarter  last year for an
increase of $0.4 million or 2%. Automotive sales increases were led by increased
Asia-Pacific demand and were partially offset by lower European automotive sales
in the  quarter.  Power fuse sales rose to $11.7  million in the second  quarter
1999 from $10.2  million in the same  quarter  last year for an increase of $1.5
million or 14 % reflecting  catch up after a slow first  quarter  enhanced by an
end-of-quarter promotion.

Gross profit was $28.1 million or 38.9% of sales for the second quarter of 1999,
compared  to $26.3  million or 38.1 % in the same  quarter  last year,  as lower
average  selling  prices  were more than  offset by the  continuing  effects  of
worldwide cost reduction programs and an increase in volume.

Operating  expenses were $15.4 million or 21.4 % of sales for the second quarter
1999,  compared to $14.9  million or 21.6 % of sales for the same quarter in the
prior year. The amortization of the  reorganization  value and other intangibles
was 2.4 % of sales for the second quarter of 1999, compared to 2.3 % of sales in
the second  quarter of 1998.  Total  operating  expenses,  including  intangible
amortization, were 23.9 % of sales in the second quarter of both years.

Operating  income was $10.9  million  or 15.1 % of sales for the second  quarter
1999  compared to $9.8  million or 14.2 % of sales for the same  quarter of last
year.

Interest expense was $1.4 million in the second quarter of this year compared to
$0.9 million in the second  quarter last year due to higher  average debt levels
during the quarter. Other income was $0.2 million for the second quarter of 1999
compared  to $0.1  million of other  expense in the second  quarter of the prior
year.

Income before income taxes was $9.7 million for the second quarter 1999 compared
to $8.8 million for the second  quarter of 1998.  Income taxes were $3.7 million
with an effective  tax rate of 38% for the second  quarter 1999 compared to $3.3
million with an effective tax rate of 37 % in the second quarter of last year.

Net income for the second  quarter  1999 was $6.0  million or $0.28 per  diluted
share  compared to $5.6 million or $0.24 per diluted  share for the same quarter
of last year. The Company's share repurchase program contributed to the increase
in  diluted  earnings  per  share  by  decreasing  the  diluted  average  shares
outstanding during the 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 1999 year with $27.9 million of cash.  Net cash provided
by operations was $16.1 million for the first half 1999.  Cash used to invest in
property,  plant and equipment was $11.4 million.  Cash used to repay  long-term
debt and to  repurchase  stock was $10.9  million.  In addition,  proceeds  from
warrant and stock option exercises were $0.1 million, resulting in net financing
activities  use of cash  of  $10.8  million.  The  net of  cash  provided,  less
investing  and  financing  activities,  resulted  in a decrease  in cash of $6.1
million.  This left the  Company  with a cash  balance  of  approximately  $21.8
million at July 3, 1999.

The ratio of current  assets to current  liabilities  was 2.1 to 1 at the end of
the second  quarter  1999  compared to 2.1 to 1 at year end 1998 and 1.8 to 1 at
the  end of  the  second  quarter  1998.  The  days  sales  in  receivables  was
approximately  69 days at the end of the second quarter 1999 compared to 62 days
at year end 1998 and 55 days at  second  quarter  end 1998.  Contributing  to an
increase in days sales in  receivables  in the second quarter was an increase in
Asia sales,  with longer  average  terms,  and some domestic  promotional  terms
granted in the second quarter of 1999.  Management  does not believer that there
are any  significant  collections  problems  at this  time.  The days  inventory
outstanding was  approximately 75 days at second quarter end 1999 compared to 81
days at year end 1998 and second quarter end 1998.

The  Company's  capital  expenditures  were $6.4 million for the second  quarter
1999. The Company expects that capital expenditures, which will be primarily for
new machinery,  equipment and information systems,  will be approximately $20-22
million in 1999.

The long-term debt at the end of the second quarter 1999 consisted of four types
totaling  $85.0  million.  They are as  follows:  (1)  private  placement  notes
totaling $78.0 million,  (2) foreign revolver  borrowings totaling $4.2 million,
(3) notes payable  relating to mortgages  totaling  $0.5 million,  and (4) other
long-term  debt,  including  capital leases,  totaling $2.3 million.  These four
items include $15.3 million of private  placement  notes, tax notes and mortgage
notes,  which are  considered  to be  current.  This leaves net  long-term  debt
totaling  $69.7  million at July 3, 1999.  The  private  placement  notes  carry
interest  rates of 6.31% and 6.16%.  The  Company  has in place a $55.0  million
revolving credit facility,  none of which was drawn on July 3, 1999. The Company
also has a $8.0 million letter of credit facility,  of which  approximately $1.9
million was being used at July 3, 1999.


Year 2000

The  Company  utilizes  software,  hardware  and related  computer  technologies
essential  to its  operations.  To the extent that these  systems use two digits
rather than four to specify the  applicable  year,  this could  result in a date
recognition  problem with the transition to the year 2000. The Company presently
believes that  modification and replacement of certain software and hardware has
mitigated date recognition problems associated with the year 2000.

To date, the Company has fully completed its assessment of all  mission-critical
systems. In addition,  the Company has gathered  information about the year 2000
compliance status of its significant customers, suppliers and subcontractors and
continues to monitor their compliance.

As of July 3, 1999,  the Company had  completed all  remediation  and testing of
mission critical  systems for its information  technology,  operating  equipment
systems and external interface exposures.

The Company has queried its significant  suppliers and  subcontractors,  none of
which share information systems with the Company ("external  agents").  To date,
the Company is not aware of any external agent with a year 2000 issue that would
materially  impact the  Company's  results of  operations,  liquidity or capital
resources.  However,  the Company has no means of ensuring that external  agents
will be year 2000 ready. The inability of external agents to complete their year
2000 resolution process in a timely fashion could materially impact the Company.

The Company  utilized  both  internal  and  external  resources  to reprogram or
replace,  test,  and implement the  software,  operating  equipment and external
interfaces for year 2000  modifications.  The total cost of projects that relate
to year 2000  compliance  is  estimated  at $11.0  million  and is being  funded
through  operating  cash flows.  Through July 3, 1999,  the Company has incurred
costs totaling  approximately $9.6 million,  $0.9 of which has been expensed and
$8.7 of which  has been  capitalized,  related  to all  phases  of the year 2000
project.

The Company  believes that the foregoing  statements are in conformity  with the
Year 2000  Information  and Readiness  Disclosure  Act (Public Law 105-271,  112
Stat.  2386),  and all of the foregoing  statements  are designated as Year 2000
Readiness Disclosures  thereunder.  The protection of this act does not apply to
federal securities fraud.


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.

Information  concerning  the  operations  in these  geographic  segments for the
periods ended July 3, 1999 and July 4, 1998, is as follows (in thousands):
<TABLE>

                                              Three Months       Three Months            Six Months         Six Months
                                                  Ended             Ended                  Ended            Ended
Revenues                                    July 3, 1999      July 4, 1998            July 3, 1999     July 4, 1998
- --------                                    ------------      ------------            ------------     ------------

<S>                                              <C>                <C>                   <C>             <C>
The Americas                                     $43,199            $42,321               $82,012         $85,334
Europe                                            11,249             11,729                25,074          23,248
Asia-Pacific                                      17,646             15,066                33,978          29,864
                                                  ------             ------                ------          ------
Combined Total                                    72,094             69,116               141,065         138,447
Corporate                                              0                  0                     0               0
Reconciliation                                         0                  0                     0               0
                                                       -                  -                     -               -
Consolidated Total                                72,094             69,116               141,065         138,447
                                                  ======             ======               =======         =======

Intersegment Revenues

The Americas                                      $7,146             $7,637               $15,231         $15,111
Europe                                             2,717              2,398                 5,373           5,679
Asia-Pacific                                         869                 35                 1,642              86
                                                     ---                 --                 -----              --
Combined Total                                    10,732             10,070                22,246          20,876
Corporate                                              0                  0                     0               0
Reconciliation                                   -10,732            -10,070               -22,246         -20,876
                                                 -------            -------               -------         -------
Consolidated Total                                     0                  0                     0               0
                                                       =                  =                     =               =

Interest Expense

The Americas                                      $1,296               $849                $2,577          $1,661
Europe                                                 3                  3                     3               7
Asia-Pacific                                          54                 37                   115              64
                                                      --                 --                   ---              --
Combined Total                                     1,353                889                 2,695           1,732
Corporate                                              0                  0                     0               0
Reconciliation                                         0                  0                     0               0
                                                       -                  -                     -               -
Consolidated Total                                 1,353                889                 2,695           1,732
                                                   =====                ===                 =====           =====



Depreciation and Amortization

The Americas                                      $2,365             $1,888                $4,892          $3,691
Europe                                               331                325                   661             610
Asia-Pacific                                         852                596                 1,751           1,512
                                                     ---                ---                 -----           -----
Combined Total                                     3,548              2,809                 7,304           5,813
Corporate                                          2,254              2,208                 4,508           4,416
Reconciliation                                         0                  0                     0               0
                                                       -                  -                     -               -
Consolidated Total                                 5,802              5,017                11,812          10,229
                                                   =====              =====                ======          ======

Other income (loss)

The Americas                                        $247                $50                  $538            $-26
Europe                                                26                 22                   137              67
Asia-Pacific                                         -98               -175                  -118            -780
                                                     ---               ----                  ----            ----
Combined Total                                       175               -103                   557            -739
Corporate                                              0                  0                     0               0
Reconciliation                                         0                  0                     0               0
                                                       -                  -                     -               -
Consolidated Total                                   175               -103                   557            -739
                                                     ===               ====                   ===            ====

Income Tax Expense

The Americas                                      $2,019             $1,893                $2,910          $2,491
Europe                                               947              1,100                 2,266           2,077
Asia-Pacific                                         714                269                 1,583             560
                                                     ---                ---                 -----             ---
Combined Total                                     3,680              3,262                 6,759           5,128
Corporate                                              0                  0                     0               0
Reconciliation                                         0                  0                     0               0
                                                       -                  -                     -               -
Consolidated Total                                 3,680              3,262                 6,759           5,128
                                                   =====              =====                 =====           =====

Net Income

The Americas                                      $5,291             $5,102                $9,251         $11,115
Europe                                             1,631              1,957                 3,993           4,108
Asia-Pacific                                       1,337                703                 2,292             573
                                                   -----                ---                 -----             ---
Combined Total                                     8,259              7,762                15,536          15,796
Corporate                                         -2,254             -2,208                -4,508          -4,416
Reconciliation                                         0                  0                     0               0
                                                       -                  -                     -               -
Consolidated Total                                 6,005              5,554                11,028          11,380
                                                   =====              =====                ======          ======

Revenues
Electronic                                       $35,173            $34,078               $68,371         $68,683
Automotive                                        25,244             24,837                51,531          50,057
Power                                             11,677             10,201                21,163          19,707
Consolidated Total                                72,094             69,116               141,065         138,447
</TABLE>


Revenues  from no single  customer of the Company  amount to 10% or more for the
quarter ended July 3, 1999.


"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  assumption,  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,  and other factors
discussed  above and in the  Company's  Annual  Report on Form 10-K for the year
ended  January  2,  1999.  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 Quarterly Report on Form 10Q 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 January 2, 1999.



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 30, 1999. 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
<TABLE>

                                            Withhold                                     Broker
<S>                           <C>                      <C>         <C>                   <C>
                         For  18,181,890    Authority  150,397     Abstentions ___       Nonvotes ___
                             -----------               -------

                         (ii)       John Driscoll

                                            Withhold                                     Broker
                         For 18,181,532     Authority 150,755        Abstentions ___     Nonvotes ___
                             ----------               -------

                         (iii)      Anthony Grillo

                                            Withhold                                     Broker
                         For 18,182,432     Authority 149,855        Abstentions ___     Nonvotes ___
                             ----------               -------

                         (iv)        Bruce A. Karsh

                                            Withhold                                     Broker
                         For 18,179,932     Authority 152,355        Abstentions ___     Nonvotes ___
                             ----------               -------

                         (v)        John E. Major

                                            Withhold                                     Broker
                         For 18,182,756     Authority 149,531        Abstentions ___     Nonvotes ___
                             ----------               -------

                         (vi)       John J. Nevin

                                             Withhold                                    Broker
                         For  18,158,936     Authority 173,351       Abstentions ___     Nonvotes ___
                             -----------               -------

</TABLE>


          2.   Approval and ratification of the Directors'  appointment of Ernst
               & Young LLP as the  Company's  independent  auditors for the year
               ending January 1, 2000
<TABLE>

                                                                                               Broker
<S>                             <C>                   <C>                          <C>         <C>
                            For 18,268,216   Against  32,218         Abstentions   31,853      Nonvotes ___
                                ----------            ------                       -------


                  3.     Approval  of an  amendment  to the 1993  Stock Plan for
                         employees  and  directors  of  Littelfuse,  Inc.  which
                         provides  that  no  individual   will  receive  in  any
                         calendar  year  awards of options,  restricted  shares,
                         units or rights for more than 100,000  shares of Common
                         Stock of the Company
                                                                                             Broker
<S>                             <C>                  <C>                       <C>          <C>
                            For 17,807,358  Against  479,535       Abstentions 45,394       Nonvotes ___
                                ----------           -------                   ------

</TABLE>


Item 6:           Exhibits and Reports on Form 8-K

               (a)              Exhibit                            Description

                             Exhibit No. 27             Financial Data Schedule


               (b)  There were no reports on Form 8-K during the  quarter  ended
                    July 3, 1999.


<PAGE>


                                   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 July 3, 1999, to be signed on its behalf by the undersigned thereunto duly
authorized.

                                                    Littelfuse, Inc.


Date:  August 17, 1999                        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)




<TABLE> <S> <C>

<ARTICLE>                                           5
<CIK>                                             0000889331
<NAME>                                            Littelfuse, Inc
<MULTIPLIER>                                          1000
<CURRENCY>                                          us dollar

<S>                                                         <C>
<PERIOD-TYPE>                                               6-mos
<FISCAL-YEAR-END>                                           JAN-1-2000
<PERIOD-START>                                              Jan-4-1999
<PERIOD-END>                                                JUL-3-1999
<EXCHANGE-RATE>                                             1
<CASH>                                                      21,838
<SECURITIES>                                                     0
<RECEIVABLES>                                               50,071
<ALLOWANCES>                                                     0
<INVENTORY>                                                 36,672
<CURRENT-ASSETS>                                           114,139
<PP&E>                                                      80,395
<DEPRECIATION>                                               8,328
<TOTAL-ASSETS>                                             252,703
<CURRENT-LIABILITIES>                                       55,630
<BONDS>                                                         0
                                           0
                                                     0
<COMMON>                                                       194
<OTHER-SE>                                                       0
<TOTAL-LIABILITY-AND-EQUITY>                               252,703
<SALES>                                                    141,065
<TOTAL-REVENUES>                                           141,065
<CGS>                                                       87,225
<TOTAL-COSTS>                                               87,225
<OTHER-EXPENSES>                                                 0
<LOSS-PROVISION>                                                 0
<INTEREST-EXPENSE>                                           2,695
<INCOME-PRETAX>                                             17,787
<INCOME-TAX>                                                 6,759
<INCOME-CONTINUING>                                             0
<DISCONTINUED>                                                  0
<EXTRAORDINARY>                                                 0
<CHANGES>                                                       0
<NET-INCOME>                                                19,633
<EPS-BASIC>                                                 0.56
<EPS-DILUTED>                                                 0.51



</TABLE>


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