-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SgpMlfecylGa7wtpJ36piqW1yT2HBrNAT11sg8zYfJlPgHLIMGxVj3cG1HAe/0le F9DlKH4w7JfkI76P8V4kZg== 0000950137-03-005344.txt : 20031022 0000950137-03-005344.hdr.sgml : 20031022 20031022093805 ACCESSION NUMBER: 0000950137-03-005344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031022 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LITTELFUSE INC /DE CENTRAL INDEX KEY: 0000889331 STANDARD INDUSTRIAL CLASSIFICATION: SWITCHGEAR & SWITCHBOARD APPARATUS [3613] IRS NUMBER: 363795742 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20388 FILM NUMBER: 03950926 BUSINESS ADDRESS: STREET 1: 800 E NORTHWEST HWY CITY: DES PLAINES STATE: IL ZIP: 60016 BUSINESS PHONE: 7088241188 MAIL ADDRESS: STREET 1: 800 E. NORTHWEST HWY CITY: DES PLAINES STATE: IL ZIP: 60016 8-K 1 c80235e8vk.txt CURRENT REPORT 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 (Date of earliest event reported) - October 22, 2003 Littelfuse, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-20388 36-3795742 - --------------- ------------ ---------- (State of other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 800 E. Northwest Hwy., Des Plaines, IL 60016 - -------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 824-1188 ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits 99.1 Press Release, dated October 22, 2003 ITEM 9. Regulation FD Disclosure (The information under this Item 9 is being furnished pursuant to Item 12 of Form 8-K) On Wednesday, October 22, 2003, the Registrant issued a press release disclosing financial results for the quarter ended September 27, 2003. The press release is made part of this Form and is attached as Exhibit 99.1. The press release, dated October 22, 2003, made a part of the Form include 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 Registrant. 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 Registrant 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. 1 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 22, 2003 By: /s/ Philip G. Franklin --------------------------- Philip G. Franklin Vice President, Operations Support and Chief Financial Officer 2 Exhibit Index 99.1 Press Release, dated October 22, 2003 3 EX-99.1 3 c80235exv99w1.txt PRESS RELEASE, DATED 10/22/03 EXHIBIT 99.1 - -------------------------------------------------------------------------------- [LITTLEFUSE LETTERHEAD] - -------------------------------------------------------------------------------- [LITTLEFUSE LOGO] NEWS - -------------------------------------------------------------------------------- NEWS RELEASE CONTACT: PHIL FRANKLIN, VICE PRESIDENT, OPERATIONS SUPPORT & CFO (847) 391-0566 LITTELFUSE REPORTS THIRD QUARTER RESULTS DES PLAINES, ILLINOIS, OCTOBER 22, 2003 - Littelfuse, Inc. (NASDAQ/NMS:LFUS) today reported sales and earnings for the third quarter of 2003. Sales for the third quarter of 2003 were $94.7 million, a 26% increase from sales of $75.0 million in the third quarter of 2002. Teccor Electronics, which was acquired on July 7, 2003, contributed $19.9 million in sales for the quarter. Diluted earnings per share were $0.19 in the third quarter of 2003 compared to $0.17 for the prior year period. For the first nine months of 2003, sales were $237.5 million, up 11% compared to the prior year period. Diluted earnings per share through the first nine months of 2003 were $0.51. For the same period in 2002, diluted earnings per share were $0.32, which included $0.11 of restructuring charges. "We are pleased with our progress during the third quarter, with the integration of Teccor and in the operating trends of the base business," said Howard B. Witt, Chairman, President and Chief Executive Officer. "We are now more confident than ever that the Littelfuse/Teccor combination will be both powerful in the marketplace and profitable for our shareholders." By geographic segment, sales for the third quarter of 2003 were up 16% in the Americas, 19% in Europe and 50% in Asia, compared to the prior year. These increases were driven by the addition of Teccor and continued strength in the Asian electronic markets. Excluding the Teccor acquisition, sales for the third quarter were flat compared to the prior year period. Electronic sales were up 4% for the quarter (excluding Teccor), while automotive and electrical sales were down 6% and 4% respectively. -more- Page 2 "In our electronics market, we are seeing strength in Asia related to consumer electronics, notebook computers and handheld products, while North America and Europe remain soft," said Witt. "In our automotive and electrical markets, industry indicators have been generally negative compared to last year, and price erosion has become more of a factor," added Witt. "Teccor was $.05 dilutive to earnings per share for the third quarter, driven primarily by $1.7 million of pre-tax charges for accounting policy changes related to inventory valuation and expensing of certain short-lived assets which had previously been capitalized," said Phil Franklin, Vice President, Operations Support and Chief Financial Officer. "Excluding these charges, Teccor's financial performance was better than expected due to higher unit volumes and favorable product mix. In addition, margins for the base Littelfuse business showed substantial improvement during the quarter reflecting the recently completed cost reduction programs, favorable product mix and favorable currency impacts," added Franklin. "Cash flow was another highlight for the third quarter as we generated $18.5 million of cash from operating activities compared to $10.9 million in the prior year period and $8.6 million for the first six months of this year," said Franklin. "Major cash contributors for the quarter were lower working capital, most notably inventory, and increased profitability of the base business. Teccor also made a small positive contribution to cash from operating activities." "With the shutdown of the Centralia, Illinois, plant in the third quarter, we have now successfully completed our manufacturing rationalization program, which has been underway for two years," said Witt. "This program has achieved our goal of $15 million of annual cost savings. Over the next 6 to 12 months, we will be announcing additional programs with a goal to achieve over $20 million of savings in 2004. Two of the initiatives, which we will begin implementing immediately, are the downsizing of our facilities in Dundalk, Ireland and Arcola, Illinois. We expect to take charges of approximately $3.2 million in the fourth quarter related to these programs. Even with these charges, we expect to meet or exceed the current 2003 consensus earnings estimate of $0.60 per share." Littelfuse will host a conference call today, Wednesday, October 22, 2003, at 11:00 a.m. Eastern/10:00 a.m. Central time to discuss the third quarter results. The call will be broadcast live over the Internet and can be accessed through the company's Web site: www.littelfuse.com. Listeners should go to the Web site at least 15 minutes prior to the call to download and install any necessary audio software. The call will be available for replay through October 29, 2003, and can be accessed through the Web site listed above. -more- Page 3 Littelfuse is a global company offering the broadest line of circuit protection products in the industry. In addition to its Des Plaines world headquarters, Littelfuse has manufacturing facilities in England, Ireland, Switzerland, Mexico, China and the Philippines, as well as in Des Plaines and Arcola, Illinois and Irving, Texas. It also has sales, engineering and distribution facilities in the Netherlands, Singapore, Hong Kong, Taiwan, Japan, Korea and Brazil. For more information, please visit Littelfuse's web site at www.littelfuse.com. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. Any forward looking statements contained herein involve risks and uncertainties, 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, exchange rate fluctuations, actual purchases under agreements, the effect of the company's accounting policies, labor disputes, restructuring costs in excess of expectations and other risks which may be detailed in the company's Securities and Exchange Commission filings. -more- Page 4 LITTELFUSE, INC. SALES BY MARKET AND GEOGRAPHY (Dollars in millions)
THIRD QUARTER YEAR-TO-DATE ----------------------------- ------------------------------ 2003 2002 % CHANGE 2003 2002 % CHANGE ------- ------- -------- -------- -------- -------- MARKET Electronics $ 42.6 $ 40.9 4% $ 119.5 $ 112.8 6% Automotive 23.1 24.6 -6% 72.4 74.9 -3% Electrical 9.1 9.5 -4% 25.7 26.3 -2% ------- ------- -- -------- -------- -- Subtotal 74.8 75.0 0% 217.6 214.0 2% Teccor 19.9 19.9 ------- ------- -- -------- -------- -- TOTAL $ 94.7 $ 75.0 26% $ 237.5 $ 214.0 11% ======= ======= == ======== ======== ==
THIRD QUARTER YEAR-TO-DATE ----------------------------- ------------------------------ 2003 2002 % CHANGE 2003 2002 % CHANGE ------- ------- -------- -------- -------- -------- GEOGRAPHY Americas $ 46.4 $ 40.1 16% $117.3 $114.3 3% Europe 15.3 12.9 19% 43.7 37.5 17% Asia Pacific 33.0 22.0 50% 76.5 62.2 23% ------ ------ ------ ------ ------ ------ TOTAL $ 94.7 $ 75.0 26% $237.5 $214.0 11% ====== ====== ====== ====== ====== ======
-more- Page 5 LITTELFUSE, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data, unaudited)
For the Three Months Ended For the Nine Months Ended -------------------------- ------------------------- SEPT 27, Sept 28, SEPT 27, Sept 28, --------- --------- --------- --------- 2003 2002 2003 2002 --------- --------- --------- --------- Net sales ................................................ $ 94,696 $ 74,965 $ 237,447 $ 213,994 Cost of sales ............................................ 66,910 51,574 162,709 146,301 --------- --------- --------- --------- Gross profit ............................................. 27,786 23,391 74,738 67,693 Selling, general and administrative expenses ............................................. 18,228 15,243 49,449 45,226 Research and development expenses ........................ 2,297 2,122 6,092 6,288 Amortization of intangibles .............................. 192 191 575 575 Restructuring expense .................................... -- -- -- 3,744 --------- --------- --------- --------- Operating income ......................................... 7,069 5,835 18,622 11,860 Interest expense ......................................... 544 729 1,594 2,171 Other (income) expense ................................... 160 (623) (391) (1,373) --------- --------- --------- --------- Income before income taxes ............................... 6,365 5,729 17,419 11,062 Income taxes ............................................. 2,292 2,062 6,271 3,982 --------- --------- --------- --------- Net income ............................................... $ 4,073 $ 3,667 $ 11,148 $ 7,080 ========= ========= ========= ========= Net income per share: Basic ................................................ $ 0.19 $ 0.17 $ 0.51 $ 0.32 ========= ========= ========= ========= Diluted .............................................. $ 0.19 $ 0.17 $ 0.51 $ 0.32 ========= ========= ========= ========= Weighted average shares and equivalent shares outstanding: Basic ................................................ 21,823 21,927 21,794 21,896 ========= ========= ========= ========= Diluted .............................................. 21,955 22,015 21,862 22,034 ========= ========= ========= =========
-more- Page 6 LITTELFUSE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, unaudited)
SEPT 27, 2003 December 28, 2002 ------------- ----------------- ASSETS: Cash and cash equivalents .......................................... $ 10,738 $ 27,750 Short-term investments ............................................. -- 8,806 Receivables ........................................................ 57,630 40,810 Inventories ........................................................ 55,980 44,533 Other current assets ............................................... 26,533 15,146 -------- -------- Total current assets ............................................... 150,881 137,045 Property, plant, and equipment, net ................................ 103,256 81,122 Reorganization value, net .......................................... 27,665 27,665 Other intangible assets, net ....................................... 27,736 28,291 Other assets ....................................................... 5,760 3,355 -------- -------- $315,298 $277,478 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY: Current liabilities excluding current portion of long-term debt .............................................. $ 58,390 $ 41,308 Current portion of long-term debt .................................. 18,128 18,994 -------- -------- Total current liabilities .......................................... 76,518 60,302 Long-term debt ..................................................... 23,589 20,252 Deferred liabilities ............................................... 1,503 1,713 Accrued post-retirement benefits ................................... 11,234 9,027 Other long-term liabilities ........................................ 278 473 Shareholders' equity ............................................... 202,176 185,711 -------- -------- Shares issued and outstanding at Sept 27, 2003: 21,868,647 ................................... $315,298 $277,478 ======== ========
-more- Page 7 LITTELFUSE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands, unaudited)
For the Three Months Ended For the Nine Months Ended -------------------------- ------------------------- SEPT 27, Sept 28, SEPT 27, Sept 28, --------- --------- --------- --------- 2003 2002 2003 2002 --------- --------- --------- --------- Operating activities: Net income ....................................... $ 4,073 $ 3,667 $ 11,148 $ 7,080 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation ................................ 5,223 4,610 13,857 13,233 Amortization ................................ 192 191 575 575 Changes in operating assets and liabilities: Accounts receivable ......................... (2,806) (2,067) (4,608) (6,953) Inventories ................................. 4,309 2,678 1,588 5,019 Accounts payable and accrued expenses ....... 6,428 828 5,814 5,481 Other, net .................................. 1,125 1,018 (1,431) 592 -------- -------- -------- -------- Net cash provided by operating activities .................................. 18,544 10,925 26,943 25,027 Cash used in investing activities: Purchases of property, plant, and equipment, net.. (9,136) (1,786) (11,712) (5,185) Acquisitions, net of cash acquired ............... (44,496) (3,087) (44,496) (15,031) Sale (purchase) of marketable securities, net .... -- (8,194) 8,806 (8,194) -------- -------- -------- -------- Net cash used in investing activities ............ (53,632) (13,067) (47,402) (28,410) Cash provided by (used in) financing activities: Proceeds from long-term debt ................ 30,500 -- 30,500 -- Payments of long-term debt .................. (28,550) (10,138) (29,991) (11,866) Proceeds (purchases) from exercise of stock options and warrants, net ................. 282 (1,050) 982 221 -------- -------- -------- -------- Net cash provided by (used in) financing activities .................................. 2,232 (11,188) 1,491 (11,645) Effect of exchange rate changes on cash .......... 1,315 (438) 1,956 (1,440) -------- -------- -------- -------- Increase/(decrease) in cash and cash equivalents ................................. (31,541) (13,768) (17,012) (16,468) Cash and cash equivalents at beginning of period ................................... 42,279 31,826 27,750 34,526 -------- -------- -------- -------- Cash and cash equivalents at end of period ...................................... $ 10,738 $ 18,058 $ 10,738 $ 18,058 ======== ======== ======== ========
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