8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20579

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: October 28, 2020

(Date of earliest event reported)

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-20388	36-3795742
(State of other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8755 W. Higgins Road, Suite 500, Chicago, IL 60631

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (773) 628-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of exchange on which registered
Common Stock, par value $0.01 per share	LFUS	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

The information contained within Item 2.02 of this Form 8-K and the Exhibits attached hereto shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On October 28, 2020, Littelfuse, Inc. (the “Company”) issued a press release announcing the results of its operations for the quarter ended September 26, 2020. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference to this Item 2.02 as if fully set forth herein.

The press release attached to this Form 8-K includes forward-looking statements that are intended to be covered by the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include but are not limited to comments with respect to the objectives and strategies, financial condition, results of operations and business of the Company. These forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward-looking statements will not be achieved. The Company cautions you not to place undue reliance on these forward-looking statements as a number of important factors could cause actual future results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.

A copy of the press release is also posted on the Company’s website.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
	The following exhibit is furnished with this Form 8-K:
	99.1 Press Release, dated October 28, 2020

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Littelfuse, Inc.
Date: October 28, 2020	By: /s/ Meenal A. Sethna
	Meenal A. Sethna Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated October 28, 2020
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

EX-99.1

Exhibit 99.1

NEWS RELEASE	Littelfuse Inc. 8755 West Higgins Road, Suite 500 Chicago, Illinois 60631 p: (773) 628-1000 f: (773) 628-0802 www.littelfuse.com

LITTELFUSE REPORTS THIRD QUARTER RESULTS FOR 2020

Company performance exceeds expectations

CHICAGO, October 28, 2020 - Littelfuse, Inc.(NASDAQ: LFUS), a global manufacturer of leading technologies in circuit protection, power control and sensing, today reported financial results for the third quarter ended September 26, 2020:

•Net sales of $391.6 million were up 8% versus the prior year period, and up 7% organically; sequentially, net sales were up 27% largely due to higher than expected demand in automotive end markets, and strength in several electronics and industrial end markets

•Segment performance versus the prior year period:

◦Electronics sales grew 12% (up 13% organically)

◦Automotive sales were flat (down 2% organically)

◦Industrial sales grew 5% (down 3% organically)

•GAAP diluted EPS was $2.25; adjusted diluted EPS was $2.16, which benefited from a lower effective tax rate versus the forecasted rate equating to approximately $0.22 in EPS

•GAAP effective tax rate was 17.9% and the adjusted effective tax rate was 15.7%

•Year-to-date, cash flow from operations was $164.3 million and free cash flow was $122.7 million

“I am extremely proud of the extraordinary leadership demonstrated by our global associates and business partners amidst these challenging times,” said Dave Heinzmann, Littelfuse President and Chief Executive Officer. “Our commitment to operational execution enabled us to meet stronger than expected demand from our customers, driving year-over-year growth. We continued to capitalize on robust design activity with several strategic wins in high-growth industrial, electronics and transportation applications. As we near the end of 2020, we are confident the actions we have taken this year position us well for sustained profitable growth.”

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Fourth Quarter of 2020 Outlook*

•The company expects year-over-year sales growth of 7% to 10%, with an adjusted operating income flow-through of approximately 40%. The forecast assumes no new material disruptions from the pandemic

*Littelfuse provides an estimate regarding operating income on a non-GAAP (adjusted) basis. GAAP items excluded may include the after-tax impact of items including acquisition and integration costs, restructuring, impairment and other charges, certain purchase accounting adjustments, non-operating foreign exchange adjustments and significant and unusual items. These items are uncertain, depend on various factors, and could be material to results computed in accordance with GAAP. Littelfuse is not able to estimate the excluded items in order to provide the most directly comparable GAAP financial measure without unreasonable efforts.

Dividend

•The company will pay a cash dividend on its common stock of $0.48 per share on December 3, 2020 to shareholders of record as of November 19, 2020

Conference Call and Webcast Information

Littelfuse will host a conference call today, Wednesday, October 28, 2020, at 9:00 a.m. Central Time to discuss the results. The call will be broadcast live and available for replay at Littelfuse.com.

About Littelfuse

Littelfuse (NASDAQ: LFUS) is a global manufacturer of leading technologies in circuit protection, power control and sensing. Serving over 100,000 end customers, our products are found in automotive and commercial vehicles, industrial applications, data and telecommunications, medical devices, consumer electronics, and appliances. Our 11,000 worldwide associates partner with customers to design, manufacture and deliver innovative, high-quality solutions, for a safer, greener and increasingly connected world - everywhere, every day. Learn more at Littelfuse.com.

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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

The statements in this press release that are not historical facts are intended to constitute "forward-looking statements" entitled to the safe-harbor provisions of the Private Securities Litigation Reform Act. These statements may involve risks and uncertainties, including, but not limited to, risks and uncertainties relating to general economic conditions; the severity and duration of the COVID-19 pandemic and the measures taken in response thereto and the effects of those items on the company’s business; product demand and market acceptance; the impact of competitive products and pricing; product quality problems or product recalls; capacity and supply difficulties or constraints; coal mining exposures reserves; failure of an indemnification for environmental liability; exchange rate fluctuations; commodity price fluctuations; the effect of Littelfuse, Inc.'s ("Littelfuse" or the "Company") accounting policies; labor disputes; restructuring costs in excess of expectations; pension plan asset returns less than assumed; integration of acquisitions; uncertainties related to political or regulatory changes; and other risks which may be detailed in the company's Securities and Exchange Commission filings. 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 release 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 28, 2019. Further discussion of the risk factors of the company can be found under the caption "Risk Factors" in the company's Annual Report on Form 10-K for the year ended December 28, 2019, under the caption "Risk Factors" in its Quarterly Report on Form 10-Q for the quarter ended June 27, 2020, and in other filings and submissions with the SEC, each of which are available free of charge on the company’s investor relations website at investor.littelfuse.com and on the SEC’s website at www.sec.gov.

These forward-looking statements are made as of the date hereof. The company does not undertake any obligation to update, amend or clarify these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the availability of new information.

Non-GAAP Financial Measures

The information included in this press release includes the non-GAAP financial measures of organic net sales growth (decline), adjusted operating income, adjusted operating margin, adjusted EBITDA, adjusted EBITDA margin, adjusted diluted earnings per share, adjusted income taxes, adjusted effective tax rate, free cash flow, consolidated total debt, consolidated EBITDA (as defined in the private placement senior notes), and ratio of consolidated total debt to consolidated EBITDA. Many of these non-GAAP financial measures exclude the effect of certain expenses and income not related directly to the underlying performance of our fundamental business operations.

A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is set forth in the attached schedules.

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The company believes that organic net sales growth (decline), adjusted operating income, adjusted operating margin, adjusted EBITDA, adjusted EBITDA margin, adjusted diluted earnings per share, adjusted income taxes, and adjusted effective tax rate provide useful information to investors regarding its operational performance because they enhance an investor’s overall understanding of our core financial performance and facilitate comparisons to historical results of operations, by excluding items that are not related directly to the underlying performance of our fundamental business operations or were not part of our business operations during a comparable period. The company believes that free cash flow is a useful measure of its ability to generate cash. The company believes that consolidated total debt, consolidated EBITDA, and ratio of consolidated total debt to consolidated EBITDA are useful measures of its credit position. The company believes that all of these non-GAAP financial measures are commonly used by financial analysts and others in the industries in which we operate, and thus further provide useful information to investors. Management additionally uses these measures when assessing the performance of the business and for business planning purposes. Note that our definitions of these non-GAAP financial measures may differ from those terms as defined or used by other companies.

CONTACT: Trisha Tuntland

Head of Investor Relations

(773) 628-2163

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LFUS-F

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LITTELFUSE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited)
(in thousands)	September 26, 2020		December 28, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	641,890	$	531,139
Short-term investments	52		44
Trade receivables, less allowances of $42,737 and $42,043 at September 26, 2020 and December 28, 2019, respectively	231,930		202,309
Inventories	243,832		237,507
Prepaid income taxes and income taxes receivable	1,218		4,831
Prepaid expenses and other current assets	30,012		28,564
Total current assets	1,148,934		1,004,394
Net property, plant, and equipment	339,870		344,617
Intangible assets, net of amortization	296,159		321,247
Goodwill	799,791		820,589
Investments	26,066		24,099
Deferred income taxes	7,173		8,069
Right of use lease assets, net	18,811		21,918
Other assets	17,566		14,965
Total assets	$	2,654,370	$	2,559,898
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	120,938	$	117,320
Accrued liabilities	98,437		84,120
Accrued income taxes	15,231		14,122
Current portion of long-term debt	—		10,000
Total current liabilities	234,606		225,562
Long-term debt, less current portion	725,507		669,158
Deferred income taxes	46,584		49,763
Accrued post-retirement benefits	40,279		38,198
Non-current operating lease liabilities	14,193		17,166
Other long-term liabilities	63,639		64,037
Total equity	1,529,562		1,496,014
Total liabilities and equity	$	2,654,370	$	2,559,898

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LITTELFUSE, INC.

CONDENSEDCONSOLIDATED STATEMENTS OF NET INCOME

(Unaudited)

	Three Months Ended				Nine Months Ended
(in thousands, except per share data)	September 26, 2020		September 28, 2019		September 26, 2020		September 28, 2019
Net sales	$	391,566	$	361,971	$	1,044,999	$	1,165,350
Cost of sales	253,390		231,025		684,012		737,368
Gross profit	138,176		130,946		360,987		427,982
Selling, general, and administrative expenses	50,465		54,224		158,832		174,845
Goodwill impairment charge	—		—		33,841		—
Research and development expenses	13,049		19,728		41,044		62,595
Amortization of intangibles	10,104		9,827		29,912		30,068
Total operating expenses	73,618		83,779		263,629		267,508
Operating income	64,558		47,167		97,358		160,474
Interest expense	4,988		5,559		16,261		16,834
Foreign exchange (gain) loss	(6,174)		4,968		(9,600)		5,636
Other income, net	(1,682)		(4,764)		(1,643)		(3,406)
Income before income taxes	67,426		41,404		92,340		141,410
Income taxes	12,070		5,757		21,331		24,982
Net income	$	55,356	$	35,647	$	71,009	$	116,428
Income per share:
Basic	$	2.27	$	1.46	$	2.92	$	4.72
Diluted	$	2.25	$	1.44	$	2.89	$	4.68
Weighted-average shares and equivalent shares outstanding:
Basic	24,357		24,482		24,354		24,646
Diluted	24,573		24,684		24,535		24,894
Comprehensive income	$	72,337	$	18,621	$	70,594	$	101,744

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LITTELFUSE, INC.

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
(in thousands)	September 26, 2020		September 28, 2019
OPERATING ACTIVITIES
Net income	$	71,009	$	116,428
Adjustments to reconcile net income to net cash provided by operating activities:	113,867		93,511
Changes in operating assets and liabilities:
Trade receivables	(29,362)		2,781
Inventories	(1,611)		18,102
Accounts payable	6,661		(29,453)
Accrued liabilities and income taxes	(2,095)		(44,241)
Prepaid expenses and other assets	5,787		3,735
Net cash provided by operating activities	164,256		160,863
INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired	—		(775)
Purchases of property, plant, and equipment	(41,536)		(38,397)
Net proceeds from sale of property, plant, and equipment	148		6,212
Net cash used in investing activities	(41,388)		(32,960)
FINANCING ACTIVITIES
Net proceeds (payments) from credit facility	35,000		(7,500)
Purchases of common stock	(22,927)		(99,387)
Cash dividends paid	(35,100)		(32,990)
All other cash provided by financing activities	4,651		4,412
Net cash used in financing activities	(18,376)		(135,465)
Effect of exchange rate changes on cash and cash equivalents	6,259		(6,114)
Increase (decrease) in cash and cash equivalents	110,751		(13,676)
Cash and cash equivalents at beginning of period	531,139		489,733
Cash and cash equivalents at end of period	$	641,890	$	476,057

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LITTELFUSE, INC.

NET SALES AND OPERATING INCOME BY SEGMENT

(Unaudited)

	Third Quarter								Year-to-Date
(in thousands)	2020			2019			% Growth /(Decline)		2020			2019			% Growth /(Decline)
Net sales
Electronics	$	255,349		$	227,252		12.4	%	$	692,809		$	752,199		(7.9)	%
Automotive	104,724			104,681			—	%	271,493			326,814			(16.9)	%
Industrial	31,493			30,038			4.8	%	80,697			86,337			(6.5)	%
Total net sales	$	391,566		$	361,971		8.2	%	$	1,044,999		$	1,165,350		(10.3)	%
Operating income
Electronics	$	45,860		$	34,567		32.7	%	$	110,783		$	127,233		(12.9)	%
Automotive	15,383			11,437			34.5	%	20,642			34,987			(41.0)	%
Industrial	4,898			6,822			(28.2)	%	8,409			16,158			(48.0)	%
Other(a)	(1,583)			(5,659)			N.M.		(42,476)			(17,904)			N.M.
Total operating income	$	64,558		$	47,167		36.9	%	$	97,358		$	160,474		(39.3)	%
Operating Margin	16.5		%	13.0		%			9.3		%	13.8		%
Interest expense	4,988			5,559					16,261			16,834
Foreign exchange (gain) loss	(6,174)			4,968					(9,600)			5,636
Other income, net	(1,682)			(4,764)					(1,643)			(3,406)
Income before income taxes	$	67,426		$	41,404		62.8	%	$	92,340		$	141,410		(34.7)	%

(a) "other" typically includes non-GAAP adjustments such as acquisition-related and integration costs and restructuring and impairment charges. (See Supplemental Financial Information for details.)

N.M. - Not meaningful

	Third Quarter						Year-to-Date
(in thousands)	2020		2019		% Growth /(Decline)		2020		2019		% Growth /(Decline)
Operating Margin
Electronics	18.0	%	15.2	%	2.8	%	16.0	%	16.9	%	(0.9)	%
Automotive	14.7	%	10.9	%	3.8	%	7.6	%	10.7	%	(3.1)	%
Industrial	15.6	%	22.7	%	(7.1)	%	10.4	%	18.7	%	(8.3)	%

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LITTELFUSE, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(In millions of USD except per share amounts - unaudited)

Non-GAAP EPS reconciliation
	Q3-20		Q3-19		YTD-20		YTD-19
GAAP diluted EPS	$	2.25	$	1.44	$	2.89	$	4.68
EPS impact of Non-GAAP adjustments (below)	(0.09)		0.34		1.27		0.97
Adjusted diluted EPS	$	2.16	$	1.78	$	4.16	$	5.65

Non-GAAP adjustments - (income)/expense
	Q3-20		Q3-19		YTD-20		YTD-19
Acquisition-related and integration costs (a)	$	0.3	$	3.2	$	1.6	$	6.9
Goodwill impairment charge	—		—		33.8		—
Restructuring, impairment and other charges (b)	1.3		2.5		7.1		11.0
Non-GAAP adjustments to operating (loss) income	1.6		5.7		42.5		17.9
Other expense, net (c)	0.1		—		2.1		5.8
Non-operating foreign exchange (gain) loss	(6.2)		5.0		(9.6)		5.6
Non-GAAP adjustments to income before income taxes	(4.5)		10.7		35.0		29.3
Income taxes (d)	(2.2)		2.3		3.9		5.1
Non-GAAP adjustments to net income	$	(2.3)	$	8.4	$	31.1	$	24.2
Total EPS impact	$	(0.09)	$	0.34	$	1.27	$	0.97

Adjusted operating margin / Adjusted EBITDA reconciliation
	Q3-20			Q3-19			YTD-20			YTD-19
Net sales	$	391.6		$	362.0		$	1,045.0		$	1,165.4
GAAP operating income	64.6			$	47.2		97.4			$	160.5
Add back non-GAAP adjustments	1.6			5.7			42.5			17.9
Adjusted operating income	$	66.2		$	52.9		$	139.9		$	178.4
Adjusted operating margin	16.9		%	14.6		%	13.4		%	15.3		%
Add back amortization	10.1			9.8			29.9			30.1
Add back depreciation	14.2			13.3			42.0			39.0
Adjusted EBITDA	$	90.5		$	76.0		$	211.8		$	247.5
Adjusted EBITDA margin	23.1		%	21.0		%	20.3		%	21.2		%

Net sales reconciliation	Q3-20 vs. Q3-19
	Electronics		Automotive		Industrial		Total
Net sales growth	12	%	—	%	5	%	8	%
Less:
Transfer a product line between segments	(1)	%	—	%	8	%	—	%
FX impact	—	%	2	%	—	%	1	%
Organic net sales growth (decline)	13	%	(2)	%	(3)	%	7	%

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Net sales reconciliation	YTD-20 vs. YTD-19
	Electronics		Automotive		Industrial		Total
Net sales decline	(8)	%	(17)	%	(7)	%	(10)	%
Less:
Transfer a product line between segments	(1)	%	—	%	3	%	—	%
FX impact	—	%	—	%	(1)	%	—	%
Organic net sales decline	(7)	%	(17)	%	(9)	%	(10)	%

Income tax reconciliation
	Q3-20			Q3-19			YTD-20			YTD-19
Income taxes	$	12.1		$	5.8		$	21.3		$	25.0
Effective rate	17.9		%	13.9		%	23.1		%	17.7		%
Non-GAAP adjustments - income taxes	(2.2)			2.3			3.9			5.1
Adjusted income taxes	$	9.9		$	8.1		$	25.2		$	30.1
Adjusted effective rate	15.7		%	15.5		%	19.8		%	17.6		%
Free cash flow reconciliation
	Q3-20			Q3-19			YTD-20			YTD-19
Net cash provided by operating activities	$	63.0		$	80.8		$	164.3		$	160.9
Less: Purchases of property, plant and equipment	(12.1)			(13.1)			(41.6)			(38.4)
Free cash flow	$	50.9		$	67.7		$	122.7		$	122.5

Consolidated Total Debt	As of September 26, 2020
Consolidated Total Debt	$	725.5
Consolidated EBITDA (as defined in the Private Placement Senior Notes) (1)	Twelve Months Ended September 26, 2020
Net Income	$	93.7
Interest expense	21.7
Income taxes	23.1
Depreciation	55.4
Amortization	39.9
Non-cash reductions:
Stock-based compensation expense	17.8
Unrealized loss on investments	3.1
Impairment charges	36.1
Other	(12.3)
Consolidated EBITDA (as defined in the Private Placement Senior Notes) (1)	$	278.5
Ratio of Consolidated Total Debt to Consolidated EBITDA (as defined in Private Placement Senior Notes)*	2.6x

* Our Private Placement Senior Notes, with maturities ranging from 2022 to 2030, contain a financial ratio covenant providing that if, as of the last day of each fiscal quarter, the ratio of Consolidated Total Debt at such time to Consolidated EBITDA for the then most recently concluded period of four consecutive fiscal quarters of the Company exceeds 3.50:1.00, an Event of Default (as defined in the Private Placement Senior Notes) is triggered

(1) Represents Consolidated EBITDA as defined in our Private Placement Senior Notes and is calculated using the most recently concluded period of four consecutive quarters

Note: Total will not always foot due to rounding.

(a) reflected in selling, general and administrative expenses ("SG&A").

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(b) $0.7 million and $0.6 million and $1.8 million and $0.7 million reflected in cost of sales and SG&A, respectively for the three months ended September 26, 2020 and September 28, 2019, and $2.1 million and $5.0 million and $4.6 million and $6.4 million reflected in cost of sales and SG&A, respectively for the nine months ended September 26, 2020 and September 28, 2019.

(c) 2020 quarter-to date amount included $0.1 million of impairment charges on certain other investments. 2020 year-to-date amount also included a $1.8 million increase in coal mining reserves and a $0.2 million charge for an asset retirement obligation related to the disposal of a business in 2019. 2019 year-to-date amounts included $2.8 million of impairment charges on certain other investments, a $2.6 million loss on the disposal of a business, and a $0.4 million gain primarily related to the final payments for the acquisition of Monolith.

(d) reflected the tax impact associated with the non-GAAP adjustments.

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XML

Document and Entity Information	Oct. 28, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 28, 2020
Entity Registrant Name	LITTELFUSE INC /DE
Entity Central Index Key	0000889331
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	0-20388
Entity Tax Identification Number	36-3795742
Entity Address, Address Line One	8755 W. Higgins Road
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60631
City Area Code	773
Local Phone Number	628-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	LFUS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false