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 (Date of earliest event reported) – April 26, 2013

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))

Item 2.02     Results of Operations and Financial Condition

The information in this Form 8-K is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

On April 30, 2013, Littelfuse, Inc. (the “”) issued a press release announcing the results of its operations for the quarter ended March 30, 2013. 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 5.07 Submission of Matters to a Vote of Security Holders

On April 26, 2013, the Company held its 2013 Annual Meeting of Stockholders. A quorum was present at the meeting as required by the Company’s Bylaws. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Proposal 1: Election of Directors

The following seven individuals were elected to the Board of Directors of the Company to serve as directors until the 2014 Annual Meeting of Stockholders and until their successors have been duly elected and qualified:

Nominees	Votes Cast For	Votes Withheld	Broker Non-Votes
Tzau-Jin (T. J.) Chung	19,896,408	390,581	515,270
Cary T. Fu	20,142,528	144,461	515,270
Anthony Grillo	19,650,106	636,883	515,270
Gordon Hunter	19,176,527	1,110,462	515,270
John E. Major	19,274,119	1,012,870	515,270
William P. Noglows	19,893,517	393,472	515,270
Ronald L. Schubel	19,895,369	391,620	515,270

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Proposal 2: Approval and Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Auditors

The appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 28, 2013 was approved and ratified.

For	Against	Abstain
20,015,889	779,718	6,652

Proposal 3: Advisory Vote on Compensation of Named Executive Officers

The stockholders approved, on an advisory, non-binding basis, the compensation of our named executive officers.

For	Against	Abstain	Broker Non-Votes
19,501,937	607,427	177,625	515,270

Item 9.01     Financial Statements and Exhibits

d) Exhibits.

The following exhibit is furnished with this Form 8-K:

99.1 Press Release, dated April 30, 2013

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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: April 30, 2013	By:	/s/ Philip G. Franklin
	Philip G. Franklin Vice President, Operations Support and Chief Financial Officer

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Exhibit Index

99.1 Press release, dated April 30, 2013

EX-99

Exhibit 99.1

NEWS RELEASE

CONTACT: Phil Franklin,

Vice President, Operations Support, CFO and Treasurer (773) 628-0810

LITTELFUSE REPORTS FIRST QUARTER RESULTS

CHICAGO, April 30, 2013 – Littelfuse, Inc. (NASDAQ:LFUS) today reported sales and earnings for the first quarter of 2013.

First Quarter Highlights

● Sales for the first quarter of 2013 increased 8% sequentially and 6% year over year to $170.9 million. The increase in sales was broad based, as all businesses and all geographies grew compared to the prior year.

● On a GAAP basis, first quarter 2013 earnings were $0.66 per diluted share. This includes a non-cash charge of $10.7 million pre-tax ($0.29 per share after tax) to write off the remaining equity investment and loan balance for Shocking Technologies, which is in Chapter 7 bankruptcy. Earnings per share for the first quarter of 2012 were $0.80.

● Sales and order trends by business unit were as follows:

o Electronics sales increased 3% year over year due primarily to low channel inventories and improving market sentiment. While all regions had at least modest growth, the largest increase was in Europe reflecting partial recovery from a very weak first quarter of 2012.

o Automotive sales increased 13% year over year due to the acquisitions of Accel and Terra and growth in the passenger vehicle business led by Asia. This was partially offset by the commercial vehicle business which, while showing signs of recovery, still declined 10% compared to the first quarter of 2012 (excluding Terra).

o Electrical sales grew 4% year over year due to growth in power fuses primarily reflecting increased sales into the solar market.

o The electronics book-to-bill ratio for the first quarter of 2013 increased to 1.18 compared to 1.16 in the first quarter of 2012.

● Cash provided by operating activities was $16.0 million for the first quarter of 2013 compared to $7.9 million for the first quarter of 2012 reflecting improved margins and strong working capital performance.

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Capital expenditures for the first quarter of 2013 were $5.5 million compared to $3.2 million for the first quarter of 2012.

● The previous share repurchase authorization expired on April 30, 2013 and was replaced with a one million share repurchase authorization effective through April 2014.

● As previously announced, the company has entered into a definitive agreement to acquire Hamlin, Inc. from Key Safety Systems for $145 million in a cash transaction. The purchase price represents approximately 8.2 times trailing EBITDA. This transaction is expected to close by the end of May.

“The broad-based sales increase in the first quarter coupled with improving book-to-bill is encouraging,” said Gordon Hunter, Chief Executive Officer. “Although several of our end markets are still relatively weak, we are becoming more confident in our belief that the second and third quarters will show normal seasonal strength.”

Outlook

● Sales for the second quarter of 2013 are expected to be in the range of $177 to $187 million which represents 1% to 6% growth compared to the second quarter of 2012.

● Earnings for the second quarter of 2013 are expected to be in the range of $1.03 to $1.18 per diluted share.

● Both the sales and earnings guidance above excludes Hamlin. If the Hamlin transaction closes on schedule at the end of May, it is expected that it would add approximately $7 million to sales and be slightly accretive to earnings for the second quarter, excluding acquisition-related costs.

Dividend

The company will pay a cash dividend of $0.20 per common share on June 6, 2013 to shareholders of record at the close of business on May 20, 2013.

Conference Call Webcast Information

Littelfuse will host a conference call today, Tuesday, April 30, 2013 at 11:00 a.m. Eastern/10:00 a.m. Central time to discuss the first quarter results. The call will be broadcast live over the Internet and can be accessed through the company’s website:www.littelfuse.com. Listeners should go to the website at least 15 minutes prior to the call to download and install any necessary audio software. The call will be available for replay through June 30, 2013 and can be accessed through the website listed above.

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About Littelfuse

Founded in 1927, Littelfuse, Inc., the worldwide leader in circuit protection, offers the industry’s broadest and deepest portfolio of circuit protection products and solutions. Littelfuse devices protect products in virtually every market that uses electrical energy, from consumer electronics to automobiles to industrial equipment. In addition to its Chicago, Illinois, world headquarters, Littelfuse has more than 30 sales, distribution, manufacturing and engineering facilities in the Americas, Europe and Asia. Technologies offered by Littelfuse include Fuses; Gas Discharge Tubes (GDTs); Positive Temperature Coefficient Devices (PTCs); PulseGuard^® ESD Suppressors; SIDACtor^® Devices; Silicon Protection Arrays (SPA^®); Switching Thyristors; TVS Diodes and Varistors. The company also offers a comprehensive line of highly reliable Electromechanical and Electronic Switch and Control Devices for commercial and specialty vehicles and Sensors for automobile safety systems, as well as Protection Relays and underground Power Distribution Centers for the safe control and distribution of electricity.

For more information, please visit the Littelfuse website: littelfuse.com.

LFUS - F

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LITTELFUSE, INC.

Net Sales and Operating Income by Business Unit

(In thousands of USD, unaudited)

	First Quarter
	2013		2012		% Change
Net Sales
Electronics	$	79,415	$	77,055		3	%
Automotive		59,385		52,626		13	%
Electrical		32,118		30,897		4	%
Total net sales	$	170,918	$	160,578		6	%

	First Quarter
	2013			2012		% Change
Operating Income
Electronics	$	12,143		$	10,112		20	%
Automotive		9,483			9,505		(0%	)
Electrical		6,491			6,207		5	%
Total operating income	$	28,117		$	25,824		9	%
Interest expense		376			423
Investment impairment (1)		10,678			525
Other (income) expense, net		(909	)		101
Income before taxes	$	17,972		$	24,775		(27%	)

(1) Impairment and loan losses from investment in Shocking Technologies.

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LITTELFUSE, INC.

Condensed Consolidated Balance Sheets

(In thousands of USD, except share amounts)

	March 30, 2013			December 29, 2012
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	246,895		$	235,404
Short-term investments		8,344			-
Accounts receivable, less allowances		107,044			100,559
Inventories		71,372			75,580
Deferred income taxes		10,874			11,890
Prepaid expenses and other current assets		15,857			16,532
Assets held for sale		5,500			5,500
Total current assets		465,886			445,465
Property, plant and equipment:
Land		6,328			6,243
Buildings		55,159			54,559
Equipment		309,975			304,954
		371,462			365,756
Accumulated depreciation		(251,162	)		(244,845	)
Net property, plant and equipment		120,300			120,911
Intangible assets, net of amortization:
Patents, licenses and software		10,521			11,144
Distribution network		18,243			18,964
Customer lists, trademarks and tradenames		17,738			18,704
Goodwill		131,850			133,592
		178,352			182,404
Investment in unconsolidated entity		-			8,666
Other investment		11,572			10,327
Deferred income taxes		9,826			8,090
Other assets		1,878			1,865
Total assets	$	787,814		$	777,728
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	29,582		$	27,226
Accrued payroll		13,374			20,540
Accrued expenses		9,703			11,062
Accrued severance		776			1,033
Accrued income taxes		8,196			11,559
Current portion of long-term debt		94,000			84,000
Total current liabilities		155,631			155,420
Accrued post-retirement benefits		17,692			22,338
Other long-term liabilities		13,820			12,412
Total equity		600,671			587,558
Total liabilities and equity	$	787,814		$	777,728

 

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LITTELFUSE, INC.

Consolidated Statements of Comprehensive Income

(In thousands of USD, except per share data, unaudited)

	For the Three Months Ended
	March 29, 2013			March 31, 2012
Net sales	$	170,918		$	160,578
Cost of sales		106,312			99,716
Gross profit		64,606			60,862
Selling, general and administrative expenses		29,202			28,409
Research and development expenses		5,715			5,161
Amortization of intangibles		1,572			1,468
		36,489			35,038
Operating income		28,117			25,824
Interest expense		376			423
Impairment and loan loss in unconsolidated affiliate		10,678			525
Other (income) expense, net		(909	)		101
Income before income taxes		17,972			24,775
Income taxes		3,178			7,212
Net income	$	14,794		$	17,563
Net income per share:
Basic	$	0.67		$	0.81
Diluted	$	0.66		$	0.80
Weighted average shares and equivalent shares outstanding:
Basic		22,095			21,608
Diluted		22,366			21,929
Diluted Net Income Per Share
Net income as reported	$	14,794		$	17,563
Less: income allocated to participating securities		(19	)		(49	)
Net income available to common shareholders	$	14,775		$	17,514
Weighted average shares adjusted for dilutive securities		22,366			21,929
Diluted net income per share	$	0.66		$	0.80
Comprehensive income	$	10,968		$	27,031

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LITTELFUSE, INC.

Consolidated Statements of Cash Flows

(In thousands of USD)

	For the Three Months Ended
	March 29, 2013			March 31, 2012
	(Unaudited)
OPERATING ACTIVITIES:
Net income	$	14,794		$	17,563
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		6,232			6,481
Amortization of intangibles		1,572			1,468
Impairment and loan loss in unconsolidated affiliate		10,678			525
Non-cash inventory charge(1)		-			205
Stock-based compensation		1,779			1,365
(Gain) loss on disposal of fixed assets		(24	)		7
Excess tax benefit on stock-based compensation		(467	)		(475	)
Changes in operating assets and liabilities:
Accounts receivable		(9,745	)		(14,017	)
Inventories		3,632			(1,713	)
Accounts payable		2,452			8,552
Accrued expenses (including post retirement)		(4,619	)		(5,543	)
Accrued payroll and severance		(7,319	)		(7,728	)
Accrued taxes		(3,946	)		1,275
Prepaid expenses and other		1,026			(101	)
Net cash provided by operating activities		16,045			7,864
INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(5,453	)		(3,244	)
Purchase of short-term investments		(8,478	)		(4,616	)
Proceeds from sale of property, plant and equipment		9			21
Net cash used in investing activities		(13,922	)		(7,839	)
FINANCING ACTIVITIES:
Proceeds from debt		15,000			17,000
Payments of revolving credit facility		(5,000	)		(5,500	)
Cash dividends paid		(4,410	)		(3,888	)
Proceeds from exercise of stock options		5,283			4,217
Excess tax benefit on stock-based compensation		467			475
Net cash provided by financing activities		11,340			12,304
Effect of exchange rate changes on cash and cash equivalents		(1,972	)		2,347
Increase in cash and cash equivalents		11,491			14,676
Cash and cash equivalents at beginning of period		235,404			164,016
Cash and cash equivalents at end of period	$	246,895		$	178,692

(1) Purchase accounting adjustment related to acquisitions.

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