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 April 1, 2000  OR

     TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OF  15(d)  OF THE  SECURITIES
          EXCHANGE  ACT OF 1934 FOR THE TRANSITION  PERIOD  FROM ______TO ______


                         Commission file number 0-20388

                                LITTELFUSE, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                          36-3795742
   (State or other jurisdiction                           (I.R.S. Employer
   of incorporation or organization)                       Identification No.)

      800 East Northwest Highway
            Des Plaines, Illinois                                 60016
  (Address of principal executive offices)                      (Zip Code)

              Registrant's telephone number, including area code:
                                 (847) 824-1188


         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No


         Indicate by check mark whether the  Registrant  has filed all documents
and reports  required to be filed by Sections 12, 13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                          Yes X    No

         As of April 1, 2000, 19,578,598 shares of common stock, $.01 par value,
of the  Registrant  and warrants to purchase  2,435,915  shares of common stock,
$.01 par value, of the Registrant were outstanding.


TABLE OF CONTENTS PART I - FINANCIAL INFORMATION PAGE Item 1. Financial Statements Condensed Consolidated Statements of Income for the periods ended April 1, 2000 and April 3, 1999 .............................1 Condensed Consolidated Balance Sheets for the periods ended April 1, 2000 and January 1, 2000 .................................2 Condensed Consolidated Statements of Cash Flows for the periods ended April 1, 2000 and April 3, 1999 .............................3 Notes to the Condensed Consolidated Financial Statements ..........4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ....................6 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K...................................12

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) (unaudited) For the Three Months Ended April 1, April 3, 2000 1999 Net sales $ 95,319 $ 68,971 Cost of sales 56,090 43,184 ---------------- ---------------- Gross profit 39,229 25,787 Selling, general and administrative expenses 17,772 12,596 Research and development expenses 2,531 2,387 Amortization of intangibles 1,725 1,742 ----------------- ----------------- Operating income 17,201 9,062 Interest expense 1,225 1,342 Other (income) /expense (234) (382) ------------------- ------------------- Income before income taxes 16,210 8,102 Income taxes 5,997 3,079 Net income $ 10,213 $ 5,023 ================== ================ Net income per share -Basic $ 0.52 $ 0.25 ================== ================= -Diluted $ 0.46 $ 0.23 ================== ================= Weighted-average shares and Equivalent shares outstanding -Basic 19,531 19,806 ================= ================ -Diluted 22,000 21,913 ================= ================

CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (unaudited) April 1, January 1, 2000 2000 ASSETS Cash and cash equivalents $ 3,440 $ 1,888 Receivables 66,260 59,583 Inventories 55,553 48,916 Other current assets 11,387 8,750 ------------ ----------- Total current assets $ 136,640 $ 119,137 Property, plant, and equipment, net 90,394 91,791 Reorganization value, net 33,236 33,943 Other intangible assets, net 28,766 29,570 Other assets 1,267 1,257 ------------ ----------- $ 290,303 $ 275,698 ============ =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities excluding current portion of long-term debt 59,327 57,241 Current portion of long-term debt 23,085 20,974 ------------ ----------- Total current liabilities 82,412 78,215 Long-term debt 54,977 55,460 Deferred income taxes 4,490 4,490 Other long-term liabilities 1,182 501 Shareholders' equity 147,242 137,032 ----------- ----------- $ 290,303 $275,698 =========== ===========

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (unaudited) For the Three Months Ended April 1, April 3, 2000 1999 Operating activities: Net income $ 10,213 $ 5,023 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 4,962 4,268 Amortization 1,725 1,742 Changes in operating assets and liabilities: Accounts receivable (6,931) (6,409) Inventories (6,712) (682) Accounts payable and accrued expenses 2,119 1,398 Other, net (2,609) (836) ---------------- ---------------- Net cash provided by operating activities $ 2,767 $ 4,504 Cash used in investing activities: Purchases of property, plant, and equipment, net (3,836) (5,003) ---------------- --------------- $ (3,836) $ (5,003) Cash provided by (used in) financing activities: Borrowings/ (Payments) of long-term debt, net 2,173 (121) Proceeds from exercise of stock options and warrants 806 68 Purchase of common stock and warrants (108) (9,833) ----------------- --------------- $ 2,871 $ (9,886) Effect of exchange rate changes on cash (251) (130) ---------------- --------------- Increase/ (decrease) in cash and cash equivalents 1,551 (10,515) Cash and cash equivalents at beginning of period 1,888 27,961 --------------- --------------- Cash and cash equivalents at end of period $ 3,440 $ 17,446 =============== ===============

Notes to Condensed Consolidated Financial Statements (Unaudited) April 1, 2000 1. Basis of Presentation The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. Operating results for the period ended April 1, 2000, are not necessarily indicative of the results that may be expected for the year ending December 30, 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 1, 2000. 2. Inventories The components of inventories are as follows (in thousands): April 1, January 1, 2000 2000 Raw material $13,441 $ 12,684 Work in process 16,415 14,854 Finished goods 25,697 21,378 ------- --------- Total $55,553 $ 48,916 ======= ========

3. Per Share Data Net income per share amounts for the three months ended April 1, 2000 and April 3, 1999 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): Three months ended April 1, April 3, 2000 1999 ------- -------- Average shares outstanding 19,531 19,806 Net effect of dilutive stock options, warrants and restricted shares - Basic - - ------------ ----------- - Diluted 2,469 2,107 ------------ ----------- Average shares outstanding - Basic 19,531 19,806 ============ =========== - Diluted 22,000 21,913 ============ =========== Net income $ 10,213 $ 5,023 ============ =========== Net income per share - Basic $ 0.52 $ 0.25 =========== =========== - Diluted $ 0.46 $ 0.23 =========== =========== 4. Comprehensive Income In accordance with Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," total comprehensive income for the three months ended April 1, 2000, and April 3, 1999, was approximately $9.5 million and $3.6 million, respectively. The adjustment for comprehensive income is related to the Company's foreign currency translation.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Sales increased 38 % to $95.3 million in the first quarter this year compared to $69.0 million in the first quarter of 1999. Gross margin was 41.2% this year compared to 37.4 % in the same period of the prior year. Operating income increased to 18.0% of sales in the first quarter of 2000 compared to 13.1% in the prior year. Net income increased 103% to $10.2 million in the first quarter this year compared to $5.0 million in the first quarter of last year and diluted earnings per share increased approximately 100% to $0.46 in the first quarter this year compared to $0.23 per diluted share in the same quarter last year. First quarter 2000 sales increased $26.3 million compared to the same quarter in the prior year. Continued growth in worldwide demand for electronic products, particularly in the telecom, datacom and wireless markets, was the driving force behind the first quarter sales increase. Sales in the Americas increased 45% over the first quarter of 1999 primarily due to continued strength in the electronics market. Europe sales grew 27% in dollars and 37% in constant currency. Increased Southeast Asia and Korea electronic sales contributed to a 31% sales increase in the Asia-Pacific region. Electronic sales increased to $57.0 million in the first quarter of 2000 from $33.2 million in the same quarter of last year for an increase of $23.8 million or 72%. This was the first full quarter of suppression product sales following the acquisition of the Harris suppression products group. Electronic sales excluding suppression sales were up 40% compared to the same period last year. Automotive sales increased to $27.7 million in the first quarter 2000 from $26.3 million the same quarter last year for an increase of $1.4 million or 5%. Automotive sales excluding suppression products were flat compared to the prior year. Strength in U.S. car builds as well as higher aftermarket product sales contributed to a 9% increase in U.S. automotive sales for the quarter. This increase was offset by a 17% decrease in Europe due to a weaker Euro combined with lower automotive sales as compared with the same period last year. Power fuse sales grew to $10.6 million in the first quarter 2000 from $9.5 million in the same quarter last year for an increase of $1.1 million or 11 %. Gross profit was $39.2 million or 41.2% of sales for the first quarter of 2000 compared to $25.8 million or 37.4% in the same quarter last year. The key factors behind the increase in gross profit were increased unit volume, allocation of some capacity constrained products to higher gross margin opportunities and continued cost reduction efforts. Operating expenses, excluding amortization, were $20.3 million or 21.3% of sales for the first quarter of 2000 compared to $15.0 million or 21.7% of sales for the same quarter in the prior year. Amortization of the reorganization value and other intangibles decreased to 1.8% of sales for the first quarter of 2000, from 2.5 % of sales in the first quarter of 1999 due to increased sales. Total operating expenses, including intangible amortization, were 23.1% of sales in the first quarter 2000 compared to 24.2% of sales in the same quarter last year. Operating income was $17.2 million or 18.0 % of sales for the first quarter 2000 compared to $9.1 million or 13.1 % of sales for the same quarter of last year. Interest expense was $1.2 million in the first quarter of this year compared to $1.3 million in the first quarter of last year due to lower average debt levels. Other income was $0.2 million for the first quarter of 2000 compared to $0.4 million of other expense in the first quarter of the prior year. Income before income taxes was $16.2 million for the first quarter 2000 compared to $8.1 million for the first quarter of 1999. Income taxes were $6.0 million with an effective tax rate of 37% for the first quarter of 2000 compared to $3.1 million with an effective tax rate of 38 % in the first quarter of last year. Net income for the first quarter 2000 was $10.2 million or $0.46 per diluted share compared to $5.0 million or $0.23 per diluted share for the same quarter of 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 2000 year with $1.9 million of cash. Net cash provided by operations was $2.8 million for the first three months. Net cash used to invest in property, plant and equipment was $3.8 million. Cash used to repay long term debt and to repurchase stock was $0.2 million. In addition, proceeds from warrant and stock option exercises were $0.8 million and proceeds from borrowings were $2.2 million, resulting in net cash provided by financing activities of $2.8 million. The net increase in cash for the three months ended April 1, 2000 was $1.6 million. This left the Company with a cash balance of approximately $3.4 million at April 1, 2000. The ratio of current assets to current liabilities was 1.7 to 1 at the end of the first quarter 2000 compared to 1.6 to 1 at year end 1999 and 2.0 to 1 at the end of the first quarter 1999. The days sales in receivables was approximately 63 days at the end of the first quarter 2000 compared to 68 days at year end 1999 and 59 days at first quarter end 1999. The system transition difficulties that caused an increase in accounts receivable in 1999 have been mitigated and days sales outstanding in accounts receivable has been favorably reduced in the first quarter of this year. The days inventory outstanding was approximately 83 days at first quarter end 2000 compared to 94 days at year-end 1999 and 77 days at first quarter end 1999. Despite the increased working capital required to support higher sales, management is committed to improve working capital levels in the remainder of 2000. The Company's capital expenditures were $3.8 million for the first quarter 2000. The Company expects that capital expenditures, which will be primarily for new machinery, equipment and information systems, will be approximately $22-23 million in 2000. The long-term debt at the end of the first quarter 2000 consisted of five types totaling $78.0 million. They are as follows: (1) private placement notes totaling $64.0 million, (2) foreign revolver borrowings totaling $9.1 million, (3) notes payable relating to mortgages totaling $0.4 million, (4) U.S. revolver borrowings totaling $3.0 million and (5) other long-term debt, including capital leases, totaling $1.5 million. These five items include $23.1 million of senior notes and mortgage notes, which are considered to be current liabilities. This leaves net long-term debt totaling $54.9 million at April 1, 2000. The private placement notes carry interest rates of 6.31% and 6.16%. The Company has a $55.0 million revolver in the U.S., of which $52.0 million was available at April 1, 2000. The bank revolver loan notes carry an interest rate of prime or LIBOR plus 0.375%, which currently is approximately 6.6%. The Company also has a $8.0 million letter of credit facility, of which approximately $1.6 million was being used at April 1, 2000 Business Segment Information The Company designs, manufactures and sells circuit protection devices throughout the world. The Company has three reportable geographic segments: The Americas, Europe and Asia-Pacific. The circuit protection market in these geographical segments is categorized into three major product areas: electronic, automotive and power fuses. The Company evaluates the performance of each geographic segment based on its net income or loss. The Company also accounts for intersegment sales as if the sales were to third parties. The Company's reportable segments are the business units where the revenue is earned and expenses are incurred. The Company has subsidiaries in The Americas, Europe, and Asia-Pacific where each region is measured based on its sales and operating income or loss. Information concerning the operations in these geographic segments for the period ended April 1, 2000 and April 3, 1999, is as follows (in thousands): Revenues 2000 Q1 1999 Q1 The Americas 56,452 39,047 Europe 17,522 13,836 Asia-Pacific 21,345 16,088 ------ -------- Combined Total 95,319 68,971 Corporate - - Reconciliation - - Consolidated Total 95,319 68,971 Intersegment Revenues 2000 Q1 1999 Q1 The Americas 9,689 8,085 Europe 3,631 2,656 Asia-Pacific 1,439 773 ------- ------- Combined Total 14,759 11,514 Corporate - - Reconciliation (14,759) (11,514) -------- -------- Consolidated Total - - Interest Expense 2000 Q1 1999 Q1 The Americas 1,123 1,281 Europe 37 - Asia-Pacific 65 61 -------- -------- Combined Total 1,225 1,342 Corporate - - Reconciliation - - Consolidated Total 1,225 1,342 ======== ======== Depreciation and Amortization 2000 Q1 1999 Q1 The Americas 2,900 2,527 Europe 702 330 Asia-Pacific 988 899 -------- -------- Combined Total 4,590 3,756 Corporate 2,097 2,254 -------- -------- Reconciliation - - Consolidated Total 6,687 6,010 ======== ======== Other income (loss) 2000 Q1 1999 Q1 The Americas (2) 291 Europe 137 111 Asia-Pacific 99 (20) -------- -------- Combined Total 234 382 Corporate - - Reconciliation - - Consolidated Total 234 382 ======== ======== Income Tax Expense 2000 Q1 1999 Q1 The Americas 3,714 891 Europe 1,383 1,319 Asia-Pacific 900 869 -------- -------- Combined Total 5,997 3,079 Corporate - - Reconciliation - - Consolidated Total 5,997 3,079 ======== ======== Net Income 2000 Q1 1999 Q1 The Americas 7,114 3,960 Europe 3,128 2,362 Asia-Pacific 2,087 955 -------- -------- Combined Total 12,329 7,277 Corporate (2,116) (2,254) Reconciliation - - Consolidated Total 10,213 5,023 ======== ======== 2000 Q1 1999 Q1 Revenues Revenues Electronic 57,077 33,198 Automotive 27,692 26,287 Power Fuse 10,550 9,486 -------- -------- Consolidated Total 95,319 68,971 ======== ======== Revenues from no single customer of the Company amount to 10% or more for the quarter ended April 1, 2000. "Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995. The preceding commentary presents management's discussion and analysis of the Company's financial condition and results of operations for the periods presented. Certain of the statements included above, including those regarding future financial performance or results or those that are not historical facts, are or contain "forward-looking" information as that term is defined in the Securities Exchange Act of 1934, as amended. The words "expect," "believe," "anticipate," "project," "estimate," and similar expressions are intended to identify forward-looking statements. The Company cautions readers that any such statements are not guarantees of future performance or events and such statements involve risks, uncertainties and assumptions, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product development and patent protection, commercialization and technological difficulties, capacity and supply constraints or difficulties, actual purchases under agreements, the effect of the Company's accounting policies, and other factors discussed above and in the Company's Annual Report on Form 10-K for the year ended January 1, 2000. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual results and outcomes may differ materially from those indicated or implied in the forward-looking statements. This report should be read in conjunction with information provided in the financial statements appearing in the Company's Annual Report on Form 10-K for the year ended January 1, 2000.

PART II - OTHER INFORMATION 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 April 1, 2000.

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 April 1, 2000, to be signed on its behalf by the undersigned thereunto duly authorized. Littelfuse, Inc. Date: May 8, 2000 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)

  

5 1000 us dollar 3-mos Dec-30-2000 Jan-02-2000 Apr-01-2000 1 3,440 0 66,260 0 55,553 136,640 90,394 4,962 290,303 82,412 0 0 0 195 0 290,303 95,319 95,319 56,090 56,090 0 0 1,225 16,210 5,997 0 0 0 0 10,213 0.52 0.46