lfus20160702_10q.htm

UNITED STATES

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 2, 2016

 

OR

 

 

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 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.)  
           
 

8755 W. Higgins Road, Suite 500

       
 

Chicago, Illinois

      60631    
  (Address of principal executive offices)       (Zip Code)    

 

(773) 628-1000

(Registrant’s telephone number, including area code)

 

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 submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer [X]     Accelerated filer [ ]     Non-accelerated filer [ ]     Smaller reporting company [ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

 

As of July 29, 2016, 22,453,175 shares of common stock, $.01 par value, of the registrant were outstanding.

 

 
 

 

 

TABLE OF CONTENTS

 

  Page
PART I - FINANCIAL INFORMATION  
   
Item 1.

Financial Statements.

 

     
 

Condensed Consolidated Balance Sheets as of July 2, 2016 (unaudited) and January 2, 2016 

1

     
 

Consolidated Statements of Net Income for the three and six months ended July 2, 2016 (unaudited) and June 27, 2015 (unaudited)

2

     
 

Consolidated Statements of Comprehensive Income for the three and six months ended July 2, 2016 (unaudited) and June 27, 2015 (unaudited)

 3

     
 

Consolidated Statements of Cash Flows for the six months ended July 2, 2016 (unaudited) and June 27, 2015 (unaudited)

4

     
 

Notes to Condensed Consolidated Financial Statements (unaudited)

5

     
Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

17

     
Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

24

     
Item 4.

Controls and Procedures

25

     

PART II - OTHER INFORMATION

 
     
Item 1.

Legal Proceedings 

26

     
Item 1A. Risk Factors 26
     
Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

26

     
Item 3. 

Defaults Upon Senior Securities

26
     
Item 4. 

Mine Safety Disclosures

26
     
Item 5. 

Other Information

26
     
Item 6.

Exhibits

27

     
Signatures 

   28

 

 
 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

LITTELFUSE, INC.

Condensed Consolidated Balance Sheets

(In thousands of USD, except share amounts)

 

   

July 2, 2016

   

January 2, 2016

 
   

(unaudited)

         

Assets

               

Current assets:

               

Cash and cash equivalents

  $ 179,461     $ 328,786  

Short-term investments

    3,920       4,179  

Accounts receivable, less allowances

    197,543       142,882  

Inventories

    124,700       98,629  

Prepaid expenses and other current assets

    14,253       8,238  

Total current assets

    519,877       582,714  

Property, plant and equipment:

               

Land

    14,255       5,236  

Buildings

    84,457       71,383  

Equipment

    450,597       382,429  
      549,309       459,048  

Accumulated depreciation

    (324,799 )     (296,480 )

Net property, plant and equipment

    224,510       162,568  

Intangible assets, net of amortization:

               

Patented and unpatented technologies, licenses and software

    76,703       20,221  

Distribution network

    18,664       16,490  

Customer lists, trademarks and tradenames

    92,313       54,912  

Goodwill

    363,341       189,767  

Investments

    13,936       15,197  

Deferred income taxes

    13,994       8,333  

Other assets

    18,460       14,058  
                 

Total assets

  $ 1,341,798     $ 1,064,260  
                 

Liabilities and Equity

               

Current liabilities:

               

Accounts payable

  $ 78,197     $ 51,658  

Accrued payroll

    30,615       32,611  

Accrued expenses

    55,716       24,145  

Accrued severance

    1,328       3,798  

Accrued income taxes

    6,682       15,567  

Current portion of long-term debt

    6,250       87,000  

Total current liabilities

    178,788       214,779  

Long-term debt, less current portion

    361,732       83,753  

Deferred income taxes

    6,347       8,014  

Accrued post-retirement benefits

    7,498       5,653  

Other long-term liabilities

    12,576       12,809  

Total equity

    774,857       739,252  
                 

Total liabilities and equity

  $ 1,341,798     $ 1,064,260  
                 

Common shares issued of 22,552,780 and 22,420,785, at July 2, 2016, and January 2, 2016, respectively.

               

 

See accompanying notes.

 

 
1

 

 

LITTELFUSE, INC.

Consolidated Statements of Net Income

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

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

July 2, 2016

   

June 27, 2015

   

July 2, 2016

   

June 27, 2015

 
                                 

Net sales

  $ 271,912     $ 222,021     $ 491,310     $ 432,334  
                                 

Cost of sales

    174,046       136,740       306,289       270,723  
                                 

Gross profit

    97,866       85,281       185,021       161,611  
                                 

Selling, general and administrative expenses

    51,092       38,772       93,458       75,117  

Research and development expenses

    11,916       7,361       20,481       14,745  

Amortization of intangibles

    5,156       2,977       8,952       6,030  
      68,164       49,110       122,891       95,892  
                                 

Operating income

    29,702       36,171       62,130       65,719  
                                 

Interest expense

    1,670       948       3,715       2,099  

Foreign exchange (gain) loss

    (6,237 )     (1,292 )     (2,414 )     1,825  

Other (income) expense, net

    255       (1,202 )     (262 )     (2,328 )
                                 

Income before income taxes

    34,014       37,717       61,091       64,123  
                                 

Income taxes

    6,862       9,033       14,650       15,444  
                                 

Net income

  $ 27,152     $ 28,684     $ 46,441     $ 48,679  
                                 

Net income per share (see Note 9):

                               

Basic

  $ 1.21     $ 1.26     $ 2.07     $ 2.15  

Diluted

  $ 1.20     $ 1.26     $ 2.05     $ 2.13  
                                 

Weighted average shares and equivalent shares outstanding:

                               

Basic

    22,528       22,691       22,483       22,645  

Diluted

    22,674       22,835       22,647       22,810  
                                 

Cash dividends paid per common share

  $ 0.29     $ 0.25     $ 0.58     $ 0.50  

 

 
2

 

 

LITTELFUSE, INC.

Consolidated Statements of Comprehensive Income

(In thousands of USD, unaudited)

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

July 2, 2016

   

June 27, 2015

   

July 2, 2016

   

June 27, 2015

 
                                 

Net income

  $ 27,152     $ 28,684     $ 46,441     $ 48,679  

Other comprehensive income (loss):

                               

Pension liability adjustments (net of tax of $32 and $385 for the three months ended 2016 and 2015, and $365 and $416 for the six months ended 2016 and 2015, respectively)

    (137 )     (198 )     (45 )     (124 )

Reclassification adjustments to expense, (net of tax of $0 and ($249), for the three months ended 2016 and 2015, and ($0) and ($498) for the six months ended 2016 and 2015, respectively)

    71       985       144       1,971  

Unrealized (loss) gain on investments

    (252 )     1,380       (1,486 )     3,336  

Foreign currency translation adjustments

    (14,935 )     3,821       (3,180 )     (10,153 )

Comprehensive income

  $ 11,899     $ 34,672     $ 41,874     $ 43,709  

 

See accompanying notes.

 

 
3

 

 

LITTELFUSE, INC.

Consolidated Statements of Cash Flows

(In thousands of USD, unaudited)

 

 

   

For the Six Months Ended

 
   

July 2, 2016

   

June 27, 2015

 

Operating activities:

               

Net income

  $ 46,441     $ 48,679  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation

    16,156       14,761  

Amortization of intangibles

    8,952       6,030  

Stock-based compensation

    6,124       5,764  
Impairment of long-lived assets     1,391        

Non-cash inventory charge

    6,902        

Excess tax benefit on share-based compensation

    (1,585 )     (1,470 )

Loss on sale of assets

    331       329  

Changes in operating assets and liabilities:

               

Accounts receivable

    (20,846 )     (21,266 )

Inventories

    (1,282 )     (1,199 )

Accounts payable

    2,974       3,440  

Accrued expenses (including post-retirement)

    5,715       11,129  

Accrued payroll and severance

    (10,227 )     (3,652 )

Accrued taxes

    (13,946 )     (3,003 )

Prepaid expenses and other

    (11,824 )     2,422  

Net cash provided by operating activities

    35,276       61,964  
                 

Investing activities:

               

Acquisition of businesses, net of cash acquired

    (354,356 )      

Purchases of property, plant, and equipment

    (20,217 )     (26,388 )

Decrease in entrusted loan receivable

          3,519  

Proceeds from sale of assets

    370       48  

Net cash used in investing activities

    (374,203 )     (22,821 )
                 

FINANCING activities:

               

Proceeds from revolving credit facility

    258,000       11,000  

Proceeds from term loan

    125,000        

Payments of revolving credit facility

    (97,500 )     (21,000 )

Payments of term loan

    (86,563 )     (2,500 )

Payments of entrusted loan

          (3,519 )

Debt issuance costs

    (1,701 )     (42 )

Cash dividends paid

    (12,995 )     (11,296 )

Proceeds from exercise of stock options

    2,960       6,278  

Excess tax benefit on share-based compensation

    1,586       1,470  

Net cash (used in) provided by financing activities

    188,787       (19,609 )
                 

Effect of exchange rate changes on cash and cash equivalents

    815       (5,190 )
                 

Increase (decrease) in cash and cash equivalents

    (149,325 )     14,344  

Cash and cash equivalents at beginning of period

    328,786       297,571  

Cash and cash equivalents at end of period

  $ 179,461     $ 311,915  

 

See accompanying notes. 

 

 
4

 

 

Notes to CONDENSED Consolidated Financial Statements (Unaudited)

 

1. Basis of Presentation

 

The accompanying unaudited Condensed Consolidated Financial Statements of Littelfuse, Inc. and its subsidiaries (the “company”) have been prepared in accordance with U.S. Generally Accepted Accounting Principles (GAAP) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the consolidated balance sheet, statements of net income and comprehensive income and cash flows prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations, although the company believes that the disclosures made are adequate to make the information not misleading. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the periods ended July 2, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. 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, 2016.

 

The company’s unaudited consolidated statement of income for the three months ended July 2, 2016 include the operating results of PolySwitch for the three month period from March 25, 2016 through June 25, 2016. The company’s unaudited consolidated statements of income for the three and six months ended July 2, 2016 both exclude a portion of the operating results of the PolySwitch business for the eight day period of June 26, 2016 through July 2, 2016. The related excluded portion of the operating results of PolySwitch for this eight day period is not material to the company’s financial statements for the three and six months ended July 2, 2016 and will be included within the company’s statement of income for the quarter ended October 1, 2016.

 

2. Correction of immaterial errors

 

In the second quarter of 2016, management determined that the company may incur additional income taxes and interest in a foreign jurisdiction with respect to the 2011 through 2015 fiscal years. The cumulative adjustment for this income tax (including interest of $1.5 million) as of January 2, 2016, is approximately $4.9 million. The adjustment applicable to 2015, 2014, 2013, 2012 and 2011 was $1.6 million, $1.3 million, $1.0 million, $0.9 million and $0.1 million, respectively.

 

Pursuant to the guidance of Staff Accounting Bulletin ("SAB") No. 99, Materiality, the Company concluded that the errors were not material to any of its applicable prior period annual and quarterly financial statements. Although the errors were immaterial to prior periods, the prior period annual financial statements were revised, in accordance with SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, due to the significance of the out-of-period correction. The adjustment for each year has been treated as applicable to the fourth quarter of each year.

 

A reconciliation of the effects of the adjustments to the previously reported balance sheet at January 2, 2016 follows ($ in thousands):

 

   

January 2, 2016

 
   

Previously

Reported

   

Adjustment

   

As Revised

 

Accrued income taxes

  $ 10,621     $ 4,946     $ 15,567  

Total current liabilities

    209,833       4,946       214,779  

Total equity

    744,198       (4,946

)

    739,252  

 

 
5

 

 

A reconciliation of the effects of the adjustments to the previously reported statements of net income for the years ended January 2, 2016 and December 27, 2014 follows ($ in thousands, except per share amounts):

 

   

Year Ended January 2, 2016

   

Year Ended December 27, 2014

 
   

Previously

Reported

   

Adjustment

   

As Revised

   

Previously

Reported

   

Adjustment

   

As Revised

 

Income taxes

  $ 24,482     $ 1,600     $ 26,082     $ 32,228     $ 1,318     $ 33,546  

Net income

    82,466       (1,600

)

    80,866       99,418       (1,318

)

    98,100  

Net income per share - Basic

  $ 3.65     $ (0.07

)

  $ 3.58     $ 4.41     $ (0.06

)

  $ 4.35  

Net income per share - Diluted

  $ 3.63     $ (0.07

)

  $ 3.56     $ 4.37     $ (0.05

)

  $ 4.32  

 

A reconciliation of the effects of the adjustments to the previously reported statements of cash flows for the years ended January 2, 2016 and December 27, 2014 follows ($ in thousands):

 

   

Year Ended January 2, 2016

   

Year Ended December 27, 2014

 
   

Previously

Reported

   

Adjustment

   

As Revised

   

Previously

Reported

   

Adjustment

   

As Revised

 

Net income

  $ 82,466     $ (1,600

)

  $ 80,866     $ 99,418     $ (1,318

)

  $ 98,100  

Accrued taxes

    (1,043

)

    1,600       557       (549

)

    1,318       769  

Net cash provided by operating activities

    165,826             165,826       153,141             153,141  

 

A reconciliation of the effects of the adjustments to the previously reported statements of equity for the years ended January 2, 2016 and December 27, 2014 follows ($ in thousands):

 

   

Year Ended January 2, 2016

   

Year Ended December 27, 2014

 
   

Previously

Reported

   

Adjustment

   

As Revised

   

Previously

Reported

   

Adjustment

   

As Revised

 

Net income

  $ 82,466     $ (1,600

)

  $ 80,866     $ 99,418     $ (1,318

)

  $ 98,100  

Comprehensive income

    57,921       (1,600

)

    56,321       57,875       (1,318

)

    56,557  

Retained earnings

    562,717       (4,946

)

    557,771       523,302       (3,346

)

    519,956  

Total shareholders’ equity

    744,198       (4,946

)

    739,252       727,665       (3,346

)

    724,319  

 

A reconciliation of the effects of the adjustments to the previously reported statement of equity at December 28, 2013 follows ($ in thousands):

 

   

December 28, 2013

 
   

Previously

Reported

   

Adjustment

   

As Revised

 

Retained earnings

  $ 445,059     $ (2,028

)

  $ 443,031  

Total shareholders’ equity

    686,916       (2,028

)

    684,888  

 

3. Reclassifications

 

Certain amounts presented in the 2015 financial statements have been reclassified to conform to the 2016 presentation. In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amended guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amended guidance is to be applied on a retrospective basis. The company adopted the new guidance on January 3, 2016 and has made the corresponding reclassification on its balance sheet for the fiscal year ended January 2, 2016. The adoption of the new guidance had no effect on the company’s net income, cash flows or shareholder’s equity.

 

 
6

 

 

4. Acquisition of Businesses

 

Menber’s

  

On April 4, 2016, the company completed the acquisition of Menber’s S.p.A. (“Menber’s”) headquartered in Legnago, Italy for $18.7 million, after settlement of a working capital adjustment. At July 2, 2016, $17.8 million of the $18.7 million purchase price has been paid and financed through a mixture of cash on hand and borrowings under the company’s revolving credit facility, with the remaining consideration expected to be paid out in the remainder of 2016. The acquired business is part of the company's commercial vehicle product business within the Automotive segment, specializes in the design, manufacturing and selling of manual and electrical battery switches and trailer connectors for commercial vehicles.

 

The following table represents the preliminary allocation of the total consideration to assets acquired and liabilities assumed in the acquisition of Menber’s based on the company’s preliminary estimate of their respective fair values at the acquisition date (in thousands):

 

Total purchase consideration:

       

Cash

  $ 17,798  

Additional consideration payable

    919  

Total purchase consideration

  $ 18,717  

Preliminary allocation of consideration to assets acquired and liabilities assumed:

       

Cash

  $ 15  

Current assets, net

    13,287  

Property, plant and equipment

    1,558  

Customer relationships

    3,066  

Patented and unpatented technologies

    389  

Trademarks and tradenames

    1,849  

Goodwill

    7,364  

Current liabilities

    (7,367 )

Other non-current liabilities

    (1,444 )
    $ 18,717  

 

 

All Menber’s goodwill and other assets and liabilities were recorded in the Automotive segment and reflected in the Europe geographical area. The customer relationships are being amortized over 10 years. The patented and unpatented technologies are being amortized over 5 years. The trademarks and tradenames are being amortized over 10 years. The goodwill resulting from this acquisition consists largely of the company’s expected future product sales and synergies from combining Menber’s products with the company’s existing automotive product portfolio. Goodwill for the above acquisition is not expected to be deductible for tax purposes.

 

Included in the company’s consolidated statements of net income for the three months ended July 2, 2016 are net sales of approximately $6.8 million and income before income taxes of approximately $0.6 million since the April 4, 2016 acquisition of Menber’s.

 

The company incurred legal, professional and other costs related to this acquisition aggregating approximately $0.1 and $0.2 million for the three and six months ended July 2, 2016. These costs were recognized as selling, general and administrative expenses and reflected as other non-segment costs.

 

 
7

 

 

PolySwitch

 

On March 25, 2016, the company acquired 100% of the circuit protection business (“PolySwitch”) of TE Connectivity Ltd. for $350.0 million, subject to certain post-closing adjustments. The PolySwitch business, which is split between the Automotive and Electronics segments, has a leading position in polymer based resettable circuit protection devices, with a strong global presence in the automotive, battery, industrial, communications and mobile computing markets. PolySwitch has operations in Menlo Park, California and manufacturing facilities in Shanghai and Kunshan, China and Tsukuba, Japan. The acquisition allows the company to strengthen its global circuit protection product portfolio, as well as strengthen its presence in the automotive electronics and battery end markets. The acquisition also significantly increases the company’s presence in Japan. The company funded the acquisition with available cash and proceeds from a new credit facility.

 

The following table represents the preliminary allocation of the total consideration to assets acquired and liabilities assumed in the acquisition of PolySwitch based on the company’s preliminary estimate of their respective fair values at the acquisition date (in thousands):

 

Total purchase consideration

  $ 350,000  
         

Preliminary allocation of consideration to assets acquired and liabilities assumed:

       

Cash

  $ 16,958  

Other current assets, net

    57,114  

Property, plant and equipment

    57,042  

Patented and unpatented technologies

    56,425  

Customer relationships

    39,720  

Goodwill

    165,797  

Other long-term assets

    15,899  

Current liabilities

    (53,389 )

Other non-current liabilities

    (5,566 )
    $ 350,000  

 

 

All PolySwitch goodwill and other assets and liabilities were recorded in the Automotive and Electronics segments and reflected in all geographic areas. The customer relationships are being amortized over 15 years. The patented and unpatented technologies are being amortized over 10 years. The goodwill resulting from this acquisition consists largely of the company’s expected future product sales and synergies from combining PolySwitch products with the company’s existing automotive and electronics product portfolio. A portion of the goodwill for the above acquisition is expected to be deductible for tax purposes.

 

As required by purchase accounting rules, the company recorded a $6.9 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was amortized as a non-cash charge to cost of goods sold during the second quarter of 2016, as the acquired inventory was sold, and reflected as other non-segment costs.

 

Included in the company’s consolidated statements of net income for the three months ended July 2, 2016 are net sales of approximately $36.4 million and a loss before income taxes of approximately $9.1 million since the March 25, 2016 acquisition of PolySwitch.

 

The company incurred legal, professional and other costs related to this acquisition aggregating approximately $5.7 million and $11.6 million for the three and six months ended July 2, 2016, respectively. Of these costs, approximately $0.9 million were recognized as cost of goods sold during the second quarter and the remainder of the costs both periods were recognized as selling, general and administrative expenses. All of these costs were reflected as other non-segment costs.

 

Sigmar S.r.l

 

On October 1, 2015, the company acquired 100% of Sigmar S.r.l. (“Sigmar”). The total purchase price for Sigmar is expected to be $6.7 million, net of cash acquired and including: (1) additional consideration of $1.1 million paid in the first six months of 2016 relating to certain working capital related adjustments and an earn-out clause payment; and (2) estimated additional net payments of up to $0.8 million, a portion of which is subject to the achievement of certain milestones.

 

 
8

 

 

Located in Ozegna, Italy, Sigmar is a leading global manufacturer of water-in-fuel sensors and also manufactures selective catalytic reduction (SCR) quality sensors, diesel fuel heaters and rotating oil filters for automotive and commercial vehicle applications. The acquisition further expanded the company’s automotive sensor product line offerings within its Automotive segment. The company funded the acquisition with available cash.

 

The following table sets forth the preliminary purchase price allocation for Sigmar acquisition-date net assets, in accordance with the purchase method of accounting with adjustments to record the acquired net assets at their estimated fair values (in thousands):

 

Total purchase consideration:

       

Cash

  $ 5,845  

Estimated additional consideration payable

    844  

Total purchase consideration

  $ 6,689  

Preliminary allocation of consideration to assets acquired and liabilities assumed:

       

Cash

  $ 230  

Current assets, net

    4,011  

Property, plant and equipment

    1,097  

Goodwill

    2,552  

Patents

    2,845  

Current liabilities

    (1,478 )

Other non-current liabilities

    (2,568 )
    $ 6,689  

 

 

All Sigmar goodwill and other assets and liabilities were recorded in the Automotive segment and reflected in the Europe geographical area. The patents are being amortized over 10 years. The goodwill resulting from this acquisition consists largely of the company’s expected future product sales and synergies from combining Sigmar’s products with the company’s existing automotive product offerings. Goodwill for the above acquisition is not expected to be deductible for tax purposes.

 

Pro Forma Results

 

The following table summarizes, on a pro forma basis, the combined results of operations of the company and PolySwitch as though the acquisition had occurred as of December 28, 2014. The company has not provided pro forma results of operations for Menber’s or Sigmar as these results were not material to the company. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the PolySwitch acquisition occurred as of December 28, 2014 or of future consolidated operating results.

 

   

For the Three Months Ended

   

For the Six Months Ended

 

(in thousands, except per share amounts)

 

July 2, 2016

   

June 27, 2015

   

July 2, 2016

   

June 27, 2015

 

Net sales

  $ 271,912     $ 267,711     $ 525,520     $ 523,844  

Income before income taxes

    40,916       41,206       72,348       64,881  

Net income

    32,662       32,743       57,085       56,493  

Net income per share — basic

    1.45       1.44       2.54       2.49  

Net income per share — diluted

    1.44       1.43       2.52       2.48  


Pro forma results presented above primarily reflect: (1) incremental depreciation relating to fair value adjustments to property, plant and equipment; (2) amortization adjustments relating to fair value estimates of intangible assets; (3) incremental interest expense on assumed indebtedness; and (4) additional cost of goods sold relating to the capitalization of gross profit which will be recognized during the company’s quarter ended July 2, 2016 as part of purchase accounting recognized for purposes of the pro forma as if it was recognized during the company’s first quarter of 2015. Pro forma adjustments described above have been tax affected using the company's effective rate during the respective periods.

 

 
9

 

 

The historical PolySwitch results for the three and six months ended July 2, 2016 and June 27, 2015 do not include a provision for income taxes. Income tax expense for the historical PolySwitch business was only provided at the end of the business’s fiscal year ended September 25, 2015.

 

5. Inventories

 

The components of inventories at July 2, 2016 and January 2, 2016 are as follows (in thousands):

 

   

July 2, 2016

   

January 2, 2016

 

Raw material

  $ 37,738     $ 33,599  

Work in process

    24,978       16,479  

Finished goods

    61,984       48,551  

Total inventories

  $ 124,700     $ 98,629  

 

6. Investments

 

The company’s investments represent shares of Polytronics Technology Corporation Ltd. (“Polytronics”), a Taiwanese company, and shares of Monolith Semiconductor, Inc. (“Monolith”), a Texas-based start-up company.

 

Polytronics

 

The Polytronics investment was acquired as part of the Littelfuse GmbH acquisition. The fair value of the Polytronics investment was €9.4 million (approximately $10.4 million) at July 2, 2016 and €10.7 million (approximately $11.7 million) at January 2, 2016. Included in 2016 other comprehensive income is an unrealized loss of $1.5 million, due to the decrease in fair market value of the Polytronics investment. The remaining change in in the recorded value was due to the impact of changes in exchange rates.

 

Monolith

 

In December, 2015, the company invested $3.5 million in the preferred stock of Monolith, a U.S. start-up company developing silicon carbide technology, which represents approximately 12% of the common stock of Monolith on an as-converted basis. The company accounts for its investment in Monolith under the cost method. The value of the Monolith investment was $3.5 million at July 2, 2016 and January 2, 2016.

 

7. Debt

 

The carrying amounts of debt at July 2, 2016 and January 2, 2016 are as follows (in thousands):

 

   

July 2, 2016

   

January 2, 2016

 

Revolving credit facility

  $ 237,500     $ 77,000  

Term loan

    123,438       85,000  

Entrusted loan

    9,256       9,474  

Unamortized debt issuance costs

    (2,212 )     (721 )

Total debt

    367,982       170,753  

Less: Current maturities

    6,250       87,000  

Total long-term debt

  $ 361,732     $ 83,753  

 

Revolving Credit Facility / Term Loan

 

On March 4, 2016, the company entered into a new credit agreement with Bank of America, as agent, for up to $700.0 million which consists of an unsecured revolving credit facility of $575.0 million and an unsecured term loan credit facility of up to $125.0 million. The new credit agreement is for a five year period. The new credit agreement replaced the company’s previous credit agreement dated May 31, 2013, which was terminated on March 4, 2016. As of July 2, 2016, the company had had $0.1 million outstanding in letters of credit and had available $337.4 million of borrowing capacity under the revolving credit facility at an interest rate of LIBOR plus 1.5% (1.97% as of July 2, 2016). At July 2, 2016, the company was in compliance with all covenants under the credit agreement.

 

 
10

 

 

Entrusted Loan

 

During 2014, the company entered into an entrusted loan arrangement (“Entrusted Loan”) of RMB 110.0 million (approximately $17.9 million) between two of its China legal entities, Littelfuse Semiconductor (Wuxi) Company (the “lender”) and Suzhou Littelfuse OVS Ltd. (the “borrower”), utilizing Bank of America, N.A., Shanghai Branch as agent. Direct borrowing and lending between two commonly owned commercial entities was strictly forbidden at the time under China’s regulations requiring the use of a third party agent to enable loans between Chinese legal entities. As a result, the Entrusted Loan is reflected as both a long-term asset and long-term debt on the company’s Consolidated Balance Sheets and is reflected in the investing and financing activities in its Consolidated Statements of Cash Flows. Interest expense and interest income will be recorded between the lender and borrower with no net impact on the company’s Consolidated Statements of Income since the amounts will be offsetting. The loan interest rate per annum is 5.25%. The Entrusted Loan is used to finance the operation and working capital needs of the borrower and matures in November 2019. The balance of the Entrusted Loan was RMB 61.5 million (approximately $9.3 million) at July 2, 2016.

 

Debt Issuance Costs

 

The company incurred debt issuance costs of $1.7 million in relation to the new credit agreement which along with the remaining balance of debt issuance costs of the previous credit facility, are being amortized over the life of the new credit agreement. This new credit agreement was determined to be a modification under ASC 470-50 of the previous credit agreement.

 

In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The company adopted this guidance in the current quarter, on a retrospective basis, and has reclassified the unamortized debt issuance costs into long-term debt as shown in the table above.

 

8. Fair Value of Assets and Liabilities

 

In determining fair value, the company uses various valuation approaches within the fair value measurement framework. Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability.

 

Applicable accounting literature establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Applicable accounting literature defines levels within the hierarchy based on the reliability of inputs as follows:

 

Level 1—Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets;

Level 2—Valuations based on quoted prices for similar assets or liabilities or identical assets or liabilities in less active markets, such as dealer or broker markets; and

Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable, such as pricing models, discounted cash flow models and similar techniques not based on market, exchange, dealer or broker-traded transactions.

 

Following is a description of the valuation methodologies used for instruments measured at fair value and their classification in the valuation hierarchy.

 

 
11

 

 

Investments

 

The company holds an investment in the equity securities of Polytronics as described in Note 6. Equity securities listed on a national market or exchange, such as Polytronics, are valued at the last sales price. Such securities are classified within Level 1 of the valuation hierarchy. The company also holds an investment in Monolith as described in Note 6 for which the value of the $3.5 million represents the cost of the investment.

 

There were no changes during the quarter ended July 2, 2016 to the company’s valuation techniques used to measure asset and liability fair values on a recurring basis. As of July 2, 2016 and January 2, 2016 the company held no non-financial assets or liabilities that are required to be measured at fair value on a recurring basis.

 

The following table presents assets measured at fair value by classification within the fair value hierarchy as of July 2, 2016 (in thousands):

 

   

Fair Value Measurements Using

         
   

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

   

Significant
Other
Observable
Inputs
(Level 2)

   

Significant
Unobservable
Inputs
(Level 3)

   

Total

 
                                 

Investment in Polytronics

  $ 10,438     $     $     $ 10,438  

Total

  $ 10,438     $     $     $ 10,438  

 

The following table presents assets measured at fair value by classification within the fair value hierarchy as of January 2, 2016 (in thousands):

 

   

Fair Value Measurements Using

         
   

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

   

Significant
Other
Observable
Inputs
(Level 2)

   

Significant
Unobservable
Inputs
(Level 3)

   

Total

 
                                 

Investment in Polytronics

  $ 11,697     $     $     $ 11,697  

Total

  $ 11,697     $     $     $ 11,697  

 

The company’s other financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable and debt. The carrying amounts of cash and cash equivalents, short-term investments, accounts receivable, accounts payable and debt approximate their fair values. The company’s debt fair value approximates book value at July 2, 2016 and January 2, 2016, respectively, as the variable interest rates fluctuate along with market interest rates.

 

9. Earnings per Share

 

The following table sets forth the computation of basic and diluted earnings per share of July 2, 2016 and June 27, 2015 (in thousands, except per share amounts).

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

July 2, 2016

   

June 27, 2015

   

July 2, 2016

   

June 27, 2015

 
                                 

Net income

  $ 27.152     $ 28.684     $ 46,441     $ 48,679  
                                 

Average shares outstanding - Basic

    22,528       22,691       22,483       22,645  
                                 

Net effect of dilutive stock options and restricted share units

    146       144       164       165  
                                 

Average shares - Diluted

    22,674       22,835       22,647       22,810  
                                 

Net income per share:

                               

Basic

  $ 1.21     $ 1.26     $ 2.07     $ 2.15  

Diluted

  $ 1.20     $ 1.26     $ 2.05     $ 2.13  

 

Potential shares of common stock relating to stock options excluded from the earnings per share calculation because their effect would be anti-dilutive were 60,491 and 113,878 for the three months ended July 2, 2016 and June 27, 2015, respectively, and 36,699 and 90,875 for the six months ended July 2, 2016 and June 27, 2015, respectively.

 

 
12

 

 

10. Income Taxes

 

The effective tax rate for the second quarter of 2016 was 20.2% compared to an effective tax rate of 23.9% in the second quarter of 2015. The effective tax rate for the six months ended July 2, 2016 was 24.0% as compared to an effective tax rate of 24.1% for the six months ended June 27, 2015. The effective tax rates for all periods presented are lower than the U.S. statutory tax rate primarily due to income earned in lower tax jurisdictions.

 

11. Pensions

 

The components of net periodic benefit cost for the three and six months ended July 2, 2016, compared with the three and six months ended June 27, 2015, were (in thousands):

 

   

U.S. Pension Benefits

   

Foreign Plans

 
   

Three Months Ended

   

Six Months Ended

   

Three Months Ended

   

Six Months Ended

 
   

July 2, 2016

   

June 27, 2015

   

July 2, 2016

   

June 27, 2015

   

July 2, 2016

   

June 27, 2015

   

July 2, 2016

   

June 27, 2015

 
                                                                 

Service cost

  $ -     $ 250     $ -     $ 500     $ 333     $ 315     $ 665     $ 630  

Interest cost

    -       1,031       -       2,062       496       513       993       1,026  

Expected return on plan assetsassets

    -       (916 )     -       (1,832 )     (520 )     (601 )     (1,040 )     (1,201 )

Amortization of net loss

    -       290       -       580       73       62       146       123  

Total cost (credit) of the plan

    -       655       -       1,310       382       289       764       578  

Expected plan participants’ contribution

    -       -       -       -       -       -       -       -  

Net periodic benefit cost (credit)

  $ -     $ 655     $ -     $ 1,310     $ 382     $ 289     $ 764     $ 578  

 

* The U.S. pension plan was terminated effective July 30, 2014 and, following receipt of a favorable Letter of Determination from the IRS (dated April 14, 2015), all liabilities of the plan were settled during the third quarter of fiscal 2015.

 

The expected rate of return assumption on U.S. pension assets was 3.90% in 2015. The expected return on foreign pension assets is 4.95% and 5.39% in 2016 and 2015, respectively.

 

12. Segment and Geographic Information

 

The company and its subsidiaries design, manufacture and sell components and modules for circuit protection, power control and sensing throughout the world. The company reports its operations by the following segments: Electronics, Automotive, and Industrial. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is the company’s President and Chief Executive Officer (“CEO”). The CODM allocates resources to and assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest and taxes, but does not evaluate the operating segments using discrete balance sheet information.

 

Sales, marketing and research and development expenses are charged directly into each operating segment. Manufacturing, purchasing, logistics, customer service, finance, information technology and human resources are shared functions that are allocated back to the three operating segments. The company does not report inter-segment revenue because the operating segments do not record it. Certain expenses, determined by the CODM to be strategic in nature and not directly related to segments current results, are not allocated but identified as Other. Additionally, the company does not allocate interest and other income, interest expense, or taxes to operating segments. These costs are not allocated to the segments, as management excludes such costs when assessing the performance of the segments. Although the CODM uses operating income (loss) to evaluate the segments, operating costs included in one segment may benefit other segments. Except as discussed above, the accounting policies for segment reporting are the same as for the company as a whole.

 

 
13

 

 

Segment information for the three and six months ended July 2, 2016 and June 27, 2015 are summarized “as follows (in thousands):

 

   

For the Three Months Ended

   

For the Six Months Ended

 
   

July 2, 2016

   

June 27, 2015

   

July 2, 2016

   

June 27, 2015

 

Net sales

                               

Electronics

  $ 132,170     $ 105,553     $ 230,966     $ 204,933  

Automotive

    111,370       85,918       203,303       169,989  

Industrial

    28,372       30,550       57,041       57,412  

Total net sales

  $ 271,912     $ 222,021     $ 491,310     $ 432,334  
                                 

Depreciation and amortization

                               

Electronics

  $ 7,717     $ 5,775     $ 13,089     $ 11,573  

Automotive

    4,988       3,303       8,254       6,639  

Industrial

    1,376       1,295       2,828       2,579  

Other(1)

    -       -       937       -  

Total depreciation and amortization

  $ 14,081     $ 10,373     $ 25,108     $ 20,791  
                                 

Operating income (loss)

                               

Electronics

  $ 25,259     $ 22,167     $ 47,675     $ 40,832  

Automotive

    16,474       12,699       33,965       23,870  

Industrial

    2,028       4,709       3,701       7,439  

Other(2)

    (14,059 )     (3,404 )     (23,211 )     (6,422 )

Total operating income

    29,702       36,171       62,130       65,719  

Interest expense

    1,670       948       3,715       2,099  

Foreign exchange (gain) loss

    (6,237 )     (1,292 )     (2,414 )     1,825  

Other (income) expense, net

    255       (1,202 )     (262 )     (2,328 )

Income before income taxes

  $ 34,014     $ 37,717     $ 61,091     $ 64,123  


(1) Consists of intangible impairments. (See Note 14).

(2) Included in “Other” Operating income (loss) for the 2016 second quarter is $6.1 million ($12.3 million year-to-date) of acquisition-related costs primarily related to legal and integration costs associated with the company’s acquisition of the PolySwitch business, a $6.9 million ($6.9 million year-to-date) inventory adjustment relating to the PolySwitch acquisition as described in Note 4, $0.3 million ($1.9 million year-to-date) in charges related to the closure of the company’s manufacturing facility in Denmark, $0.7 million ($1.7 million year-to-date) related to the company’s transfer of its reed sensor manufacturing operations from the U.S. and China to the Philippines and $0.1 million ($0.4 million year-to-date) related to internal legal restructuring costs.

 

Included in “Other” Operating income (loss) for the 2015 second quarter is $0.9 million ($1.9 million year-to-date) of costs related to the company’s transfer of its reed sensor manufacturing from the U.S. to the Philippines, $1.7 million ($2.9 million year-to-date) related to internal legal restructuring, $0.2 million ($0.3 million year-to-date) related to acquisition costs and $0.7 million ($1.3 million year-to-date) of expense related to the planned termination of the U.S. pension as described in Note 11.

 

 
14

 

 

The company’s significant net sales by country for the three and six months ended July 2, 2016 and June 27, 2015 are summarized as follows (in thousands):

 

   

For the Three Months Ended(a)

   

For the Six Months Ended(a)

 
   

July 2, 2016

   

June 27, 2015

   

July 2, 2016

   

June 27, 2015

 
                                 

United States

  $ 93,036     $ 89,608     $ 178,184     $ 172,981  

China

    62,411       49,920       110,919       94,349  

Other countries

    116,465       82,493       202,207       165,004  

Total

  $ 271,912     $ 222,021     $ 491,310     $ 432,334  

(a) Sales by country represent sales to customer or distributor locations.

 

The company’s significant long-lived assets by country as of July 2, 2016 and January 2, 2016 are summarized as follows (in thousands):

 

   

Long-lived assets(b)

 
   

July 2, 2016

   

January 2, 2016

 
                 

United States

  $ 23,985     $ 23,965  

China

    70,325       37,241  

Canada

    10,925       10,488  

Other countries

    119,275       90,874  

Total

  $ 224,510     $ 162,568  

(b) Long-lived assets consists of net property, plant and equipment.

 

The company’s significant additions to long-lived assets by country for the six months ended July 2, 2016 and June 27, 2015 are summarized as follows (in thousands):

 

   

Additions to long-lived assets

 
   

July 2, 2016

   

June 27, 2015

 
                 

United States

  $ 2,783     $ 6,615  

China

    3,847       4,080  

Canada

    137       878  

Other countries

    13,450       14,815  

Total

  $ 20,217     $ 26,388  

 

 

13. Accumulated Other Comprehensive Income (Loss) (AOCI)

 

The following table sets forth the changes in the components of AOCI by component (in thousands):

 

AOCI component

 

Balance at

January 2, 2016

   

Other

comprehensive

income (loss)

activity

   

Reclassification

adjustment for

expense included

in net income

   

Balance at

July 2, 2016

 
                                 

Pension and postemployment liability and reclassification adjustments(a)

  $ (8,722 )   $ (45 )   $ 144     $ (8,623 )

Unrealized gain on investments(b)

    11,584       (1,486 )           10,098  

Foreign currency translation adjustment

    (48,533 )     (3,180 )           (51,713 )

AOCI (loss) income

  $ (45,671 )   $ (4,711 )   $ 144     $ (50,238 )

 

(a) Balances are net of tax of $654 and $661 for July 2, 2016 and January 2, 2016, respectively.

(b) Balances are net of tax of $0 and $0 for July 2, 2016 and January 2, 2016, respectively.

 

 
15

 

 

14. Product Line Sale

 

During the first quarter of 2016, the company sold its tangible and intangible assets relating to a marine product line that it acquired as part of its acquisition of Selco A/S in 2011. In connection with this sale, the company recorded asset impairment charges of $1.4 million within cost of sales ($0.4 million), selling, general and administrative expenses (less than $0.1 million), research and development expenses (less than $0.1 million) and amortization of intangibles ($0.9) million. These charges were recognized as an “other” charge for segment reporting purposes.

 

15. Subsequent Event

 

None. 

 

 
16

 

 

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

 

Cautionary Statement Regarding Forward-Looking Statements Under the Private Securities Litigation Reform Act of 1995 (“PSLRA”).

 

Certain statements in this section and other parts of this Quarterly Report on Form 10-Q may constitute "forward-looking statements" within the meaning of the federal securities laws and are entitled to the safe-harbor provisions of the PSLRA.  These statements include statements regarding the company’s future performance, as well as management's expectations, beliefs, intentions, plans, estimates or projections relating to the future.  Such statements can be identified by the use of forward-looking terminology such as "believes," "expects," "may," "estimates," "will," "should," "plans" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy, although not all forward-looking statements contain such terms.  The company cautions that forward-looking statements, which speak only as of the date they are made, are subject to risks, uncertainties and other factors, and actual results and outcomes may differ materially from those indicated or implied by the forward-looking statements.  These risks, uncertainties and other factors include, but  are not limited to, risks relating to product demand and market acceptance, economic conditions, 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 the company's accounting policies, labor disputes, restructuring costs in excess of expectations,  pension plan asset returns less than assumed, integration of acquisitions and other risks which may be detailed in the  company's other Securities and Exchange Commission filings, including those set forth under  Item 1A. "Risk Factors" of the company's Annual Report on Form 10-K for the year ended January 2, 2016.  The company does not undertake any obligation to update or revise any forward-looking statements to reflect future events or circumstances, new information or otherwise. 

 

This report, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations,  should be read in conjunction with information provided in the financial statements and the related Notes thereto appearing in the company's Annual Report on Form 10-K for the year ended January 2, 2016. 

 

Littelfuse Overview

Littelfuse, Inc. and its subsidiaries (the “company” or “Littelfuse”) is the worldwide leader in circuit protection offering the industry's broadest and deepest portfolio of circuit protection products and solutions. The company’s devices protect products in virtually every market that uses electrical energy, from consumer electronics to automobiles to industrial equipment. The company’s worldwide revenue in 2015 was $867.9 million and net earnings were $82.5 million. The company conducts its business through three reportable segments, which are defined by markets and consist of Electronics, Automotive, and Industrial. The company’s customer base includes original equipment manufacturers, tier one automotive suppliers and distributors.

 

In addition to protecting and growing its core circuit protection business, Littelfuse has been expanding its portfolio in power control and sensing technologies. These platforms, combined with the company’s strong balance sheet and operating cash flow, provide opportunities for increased organic and acquisition growth. In 2012, the company set a five-year strategic plan to grow annual sales at 15% per year; 5% organically and 10% through acquisitions.

 

To maximize shareholder value, the company’s primary strategic goals are to:

 

Grow organically faster than its markets;

 

Double the pace of acquisitions;

 

Sustain high-teens operating margins;

 

Improve return on investment; and

 

Return excess cash to shareholders.

 

The company serves markets that are directly impacted by global economic trends with significant exposures to the consumer electronics, automotive, industrial and mining end markets. The company’s results will be impacted positively or negatively by changes in these end markets.

 

Electronics Segment

The Electronics segment sells passive and semiconductor components and modules as well as sensors primarily into the global consumer electronics, general industrial and telecommunications markets. The core electronics markets are characterized by significant Asia-Pacific competition and price erosion. As a result the company is focusing additional efforts on higher growth, less price sensitive niche markets (such as LED lighting) and higher-power industrial applications. The PolySwitch business acquisition in 2016 has expanded the company’s product offering used in a wide variety of electronic products and utilizes many of the same distribution channels as the company’s legacy electronics products.

 

Automotive Segment

The Automotive segment is comprised of passenger vehicle circuit protection, commercial vehicle products and sensors. The primary growth drivers for these businesses are increasing global demand for passenger and commercial vehicles and increasing content per vehicle for both circuit protection and sensing products. The move away from internal combustion engines to hybrid and electric drive systems that require more circuit protection continues to be an additional growth driver. The PolySwitch business acquisition in 2016 has added to the company’s strong global presence in the automotive market. The acquisition of Menber’s further strengthens the company’s position in electrical battery switches and connectors for the commercial vehicle market.

 

Industrial Segment

The Industrial segment derives its revenues from power fuses, protection relays and custom products selling primarily into the industrial, mining, solar and oil and gas markets. Protection relay sales have declined due to the general slowdown in the global mining and oil and gas markets. Custom products sales have declined over the past two years due to continued end market softness in the potash mining market. The potash market has recently experienced a steep decline in market pricing. Goodwill associated with the custom products reporting unit is approximately $9 million. As of the most recent annual goodwill impairment test conducted on September 27, 2015, the fair value of custom products reporting unit exceeded its carrying value by 12%. Due to recent negative events in the potash market subsequent to the company’s quarter end, the company conducted a step one goodwill impairment analysis for the custom products reporting unit as of July 2, 2016 to determine if goodwill was impaired at this date. The fair value of this reporting unit at this date exceeded its carrying value by less than 10%.  If there is a continued future decline in the custom products reporting unit and its fair value falls below its carrying value, the goodwill may be impaired.

 

 
17

 

 

The following table is a summary of the company’s net sales by business unit and geography:

 

Net Sales by Business Unit and Geography (in thousands, unaudited)

 

   

Second Quarter

   

First Six Months

 
   

2016

   

2015

   

%

Change

   

2016

   

2015

   

%

Change

 

Business Unit

                                               

Electronics

  $ 132,170     $ 105,553       25%     $ 230,966     $ 204,933       13%  

Automotive

    111,370       85,918       30%       203,303       169,989       20%  

Industrial

    28,372       30,550       (7%)       57,041       57,412       (1%)  
                                                 

Total

  $ 271,912     $ 222,021       22%     $ 491,310     $ 432,334       14%  
                                                 

Geography(a)

                                               

Americas

  $ 107,297     $ 103,033       4%     $ 207,120     $ 200,087       4%  

Europe

    54,406       39,125       39%       97,219       78,093       24%  

Asia-Pacific

    110,209       79,863       38%       186,971       154,154       21%  
                                                 

Total

  $ 271,912     $ 222,021       22%     $ 491,310     $ 432,334       14%  

 

(a) Sales by geography represent sales to customer or distributor locations.

 

The following table summarizes the company’s consolidated results of operations for the periods presented. The second quarter of 2016 includes approximately $14.1 million of additional special charges ($23.2 million year-to-date). These included $6.1 million ($12.3 million year-to-date) of acquisition-related costs primarily related to legal and integration costs associated with the company’s acquisition of the PolySwitch business, a $6.9 million ($6.9 million year-to-date) non-cash inventory charge relating to the PolySwitch acquisition as described in Note 4, $0.3 million ($1.9 million year-to-date) in charges related to the closure of the company’s manufacturing facility in Denmark, $0.7 million ($1.7 million year-to-date) related to the company’s transfer of its reed sensor manufacturing operations from the U.S. and China to the Philippines and $0.1 million ($0.4 million year-to-date) related to internal legal restructuring costs.

 

 
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The second quarter of 2015 includes approximately $3.4 million of special charges ($6.4 million year-to-date) consisting of $0.9 million ($1.9 million year-to-date) related to the company’s transfer of its reed sensor manufacturing from the U.S. to the Philippines, $1.7 million ($2.9 million year-to-date) related to internal legal restructuring, $0.2 million ($0.3 million year-to-date) related to acquisition costs and $0.7 million ($1.3 million year-to-date) of expense related to the planned termination of the U.S. pension as described in Note 11.

 

 

(In thousands, unaudited)

 

Second Quarter

   

First Six Months

 
   

2016

   

2015

   

%

Change

   

2016

   

2015

   

%

Change

 

Sales

  $ 271,912     $ 222,021       22 %   $ 491,310     $ 432,334       14 %

Gross Profit

    97,866       85,281       15 %     185,021       161,611       14 %

Operating expense

    68,164       49,110       39 %     122,891       95,892       28 %

Operating income

    29,702       36,171       (18 %)     62,130       65,719       (5 %)

Interest expense

    1,670       948       76 %     3,715       2,099       77 %

Foreign exchange (gain) loss

    (6,237 )     (1,292 )     383 %     (2,414 )     1,825       (232 %)

Other (income) expense, net

    255       (1,202 )     (121 %)     (262 )     (2,328 )     (89 %)

Income before income taxes

    34,014       37,717       (10 %)     61,091       64,123       (5 %)

Net income

  $ 27,152     $ 28,684       (5 %)   $ 46,441     $ 48,679       (5 %)

 

 

Results of Operations – Second Quarter, 2016 compared to 2015

 

Net sales for the second quarter of 2016 were $271.9 million, a 22% increase compared to the prior year quarter. Excluding PolySwitch revenue of $36.4 million, net sales increased $13.5 million, or 6%, primarily due to strong organic growth in the Automotive segment and to a lesser extent organic growth in the Electronics segment, partially offset by lower sales from the Industrial segment.

 

Electronics sales increased $26.6 million, or 25%, compared to the prior year quarter. Excluding PolySwitch, sales increased $2.4 million, or 2%, to $107.9 million in the second quarter of 2016 compared to $105.6 million in the second quarter of 2015 primarily reflecting growth in sensor and passive products, partially offset by lower semiconductor sales. This segment continues to leverage the company’s technology expertise to design its products into a broad variety of end markets and market segments.

 

Automotive sales increased $25.5 million, or 30%, compared to the prior year quarter. Excluding PolySwitch, sales increased $13.3 million, or 15%, to $99.2 million in the second quarter of 2016 compared to $85.9 million in the second quarter of 2015 reflecting the recent acquisitions of Menber’s and Sigmar as well as organic growth in sensor and passenger car products. These increases in sales were partially offset by lower sales of legacy commercial vehicle products, reflecting weakness in the North American heavy truck, construction and agricultural end markets. The company expects flat to declining automotive sensor revenue in the second half of 2016 as it exits certain low margin legacy business.

 

Industrial sales decreased $2.2 million, or 7%, to $28.4 million in the second quarter of 2016 compared to $30.6 million in the second quarter of 2015 primarily reflecting lower relay sales, and to a lesser extent, fuse sales. The company’s fuse business has benefited from a strong U.S. solar market for a number of years, however this market slowed in the second quarter of 2016. As the U.S. Congress extended solar energy related tax credits late in 2015, many solar original equipment manufacturers pushed out projects to focus on scale and efficiencies. Sales in both the protection relay and custom products businesses continued to be impacted by weakness in the heavy industrial markets, particularly mining, and oil and gas, as those customers restrict their capital spending. In the custom products business, the company continues to see a decline in its potash market, The steep decline in potash pricing has led to further slow-downs and delays in investments by customers.

 

On a geographic basis, sales in the Americas increased $4.3 million, or 4%, to $107.3 million in the second quarter of 2016 compared to $103.0 million in the second quarter of 2015 primarily reflecting the addition of the PolySwitch business in the current year and, to a lesser extent, increased Automotive segment sales, partially offset by lower Industrial segment sales and $0.1 million in unfavorable currency effects from sales denominated in Canadian dollars.

 
19

 

 

Europe sales increased $15.3 million, or 39%, to $54.4 million in the second quarter of 2016 compared to $39.1 million in the second quarter of 2015 primarily due to strong sales of automotive products, the addition of the PolySwitch business in the current year, increased electronic sales and $0.8 million in favorable currency effects primarily from sales denominated in euro. Excluding currency effects, Europe sales increased $14.4 million, or 37%, year-over-year.

 

Asia-Pacific sales increased $30.3 million, or 38%, to $110.2 million in the second quarter of 2016 compared to $79.9 million in the second quarter of 2015 primarily reflecting the addition of the PolySwitch business in the current year and increased demand for electronics and automotive products, partially offset by unfavorable currency effects of $1.4 million. Excluding currency effects, Asia-Pacific sales increased $31.8 million, or 40%, year-over-year.

 

Gross profit was $97.9 million, or 36% of net sales, for the second quarter of 2016 compared to $85.3 million, or 38% of net sales, in the same quarter last year. Gross profit for 2016 includes a $6.9 million inventory adjustment relating to the PolySwitch acquisition, $0.9 million of acquisition-related costs primarily related to integration costs associated with the company’s acquisition of the PolySwitch business, $0.5 million related to the transfer of the company’s reed switch production from the U.S. and China to the Philippines and $0.3 million in charges related to the closure of the company’s manufacturing facility in Denmark. Gross profit for 2015 included $0.9 million related to the reed switch production transfer. Excluding the impact of these charges, gross profit was $106.4 million, or 39% of net sales, for the second quarter of 2016 compared to $86.2 million, or 39% of net sales, in the second quarter of 2015.

 

Total operating expense was $68.2 million, or 25% of net sales, for the second quarter of 2016 compared to $49.1 million, or 22% of net sales, for the same quarter in 2015. Operating expense in 2016 included $5.2 million of acquisition-related costs primarily related to legal and integration costs associated with the company’s acquisition of the PolySwitch business, $0.2 million related to the transfer of the company’s reed switch production from the U.S. and China to the Philippines and $0.1 million related to internal legal restructuring costs. Operating expense in 2015 included $1.7 million related to internal legal restructuring, $0.2 million related to acquisition costs and $0.7 million of expense related to the planned termination of the U.S. pension. Excluding these charges, total operating expense was $62.7 million, or 23% of net sales, for 2016 compared to $46.6 million, or 21% of net sales, in 2015, partially reflecting increased research and development expenses in the current year quarter as compared to the prior year quarter and incremental amortization of intangible assets associated with recent acquisitions.

 

Due to the reasons noted above, operating income for the second quarter of 2016 was approximately $29.7 million compared to operating income of $36.2 million for the same quarter in 2015.

 

Interest expense was $1.7 million in the second quarter of 2016 as compared to $0.9 million in the second quarter of 2015, primarily reflecting higher borrowings relating to the March 2016 acquisition of the PolySwitch business.

 

Foreign exchange (gain) loss, reflecting net gains and losses resulting from the effect of exchange rate changes on various foreign currency transactions worldwide, was approximately $6.2 million of income for the second quarter of 2016 and $1.3 million of income for the second quarter of 2015 and primarily reflects fluctuations in the euro and Philippine peso against the U.S. dollar and the euro against the Japanese yen.

 

Other (income) expense, net, consisting of interest income, royalties and non-operating income items was approximately $0.3 million of expense for second quarter of 2016 and $1.2 million of income for the second quarter of 2015. The quarter over quarter decline primarily reflects lower interest income in the current year quarter due to cash used for the acquisition of the PolySwitch business in March 2016.

 

Income before income taxes was $34.0 million for the second quarter of 2016 compared to $37.7 million for the second quarter of 2015. Income tax expense was $6.9 million with an effective tax rate of 20.2% for the second quarter of 2016 compared to income tax expense of $9.0 million with an effective tax rate of 23.9% in the second quarter of 2015. The effective tax rates for both the second quarter of 2016 and 2015 are lower than the U.S. statutory tax rate primarily due to income earned in lower tax jurisdictions.

 

Net income for the second quarter of 2016 was $27.2 million or $1.20 per diluted share compared to net income of $28.7 million or $1.26 per diluted share for the same quarter of 2015.

 

 
20

 

 

Results of Operations – Six Months, 2016 compared to 2015

 

Net sales for the first six months of 2016 were $491.3 million, a 14% increase compared to the prior year period. Excluding PolySwitch revenue of $36.4 million, net sales increased $22.6 million, or 5%, primarily due to strong organic growth in the Automotive segment and to a lesser extent organic growth in the Electronics segment.

 

Electronics sales increased $26.0 million, or 13%, compared to the prior year period. Excluding PolySwitch, sales increased $1.8 million, or 1%, to $206.7 million in the first six months of 2016 compared to $204.9 million in the first six months of 2015, primarily reflecting growth in sensor and passive products, partially offset by lower semiconductor sales. The Electronics segment experienced $1.6 million in unfavorable currency effects in the first six months of 2016 primarily from sales denominated in the renminbi and, to a lesser extent, sales denominated in the Korean won. Excluding currency effects, Net sales excluding PolySwitch, increased $3.4 million, or 2%, year-over-year. This segment continues to leverage the company’s technology expertise to design its products into a broad variety of end markets and market segments.

 

Automotive sales increased $33.3 million, or 20%, compared to the prior year period. Excluding PolySwitch, Automotive sales increased $21.1 million, or 12%, to $191.1 million in the first six months of 2016 compared to $170.0 million in the first six months of 2015 reflecting the recent acquisitions of Menber’s and Sigmar as well as organic growth in sensor and passenger car products. These increases in sales were partially offset by lower sales of legacy commercial vehicle products, reflecting weakness in the North American heavy truck, construction and agricultural end markets. The company expects flat to declining automotive sensor revenue in the second half of 2016 as it exits certain low margin legacy business. The Automotive segment experienced $1.9 million in unfavorable currency effects in the first six months of 2016 primarily from sales denominated in the renminbi. Excluding currency effects, net sales increased $23.0 million, or 14%, year-over-year.

 

Industrial sales decreased $0.4 million, or 1%, to $57.0 million in the first six months of 2016 compared to $57.4 million in the first six months of 2015 primarily reflecting lower relay sales, partially offset by increased custom sales. The company’s fuse business has benefited from a strong U.S. solar market for a number of years, however this market slowed in the second quarter of 2016. As the U.S. Congress extended solar energy related tax credits late in 2015, many solar original equipment manufacturers pushed out projects to focus on scale and efficiencies. Sales in both the protection relay and custom products businesses continued to be impacted by weakness in the heavy industrial markets, particularly mining, and oil and gas, as those customers restrict their capital spending. In the custom products business, the company continues to see a decline in its potash market, The steep decline in potash pricing has led to further slow-downs and delays in investments by customers.

 

On a geographic basis, sales in the Americas increased $7.0 million, or 4%, to $207.1 million in the first six months of 2016 compared to $200.1 million in the first six months of 2015 primarily reflecting the addition of the PolySwitch business in the current year and increased automotive segment sales and $0.8 million in unfavorable currency effects from sales denominated in Canadian dollars.

 

Europe sales increased $19.1 million, or 25%, to $97.2 million in the first six months of 2016 compared to $78.1 million in the first six months of 2015 primarily due to strong sales of automotive products, the addition of the PolySwitch business in the current year and increased electronic sales, partially offset by $0.4 million in unfavorable currency effects primarily from sales denominated in euro.

 

Asia-Pacific sales increased $32.8 million, or 21%, to $187.0 million in the first six months of 2016 compared to $154.2 million in the first six months of 2015 primarily reflecting the addition of the PolySwitch business in the current year and increased demand for electronics and automotive products, partially offset by unfavorable currency effects of $3.1 million. Excluding currency effects, Asia-Pacific sales increased $35.9 million, or 23%, year-over-year.

 

Gross profit was $185.0 million, or 38% of net sales, for the first six months of 2016 compared to $161.6 million, or 37% of net sales, in the same period last year. Gross profit for 2016 includes a $6.9 million non-cash inventory charge relating to the PolySwitch acquisition, $1.5 million related to the transfer of the company’s reed switch production from the U.S. and China to the Philippines, $0.9 million of acquisition-related costs primarily related to integration costs associated with the company’s acquisition of the PolySwitch business, $0.5 million in charges related to the closure of the company’s manufacturing facility in Denmark and $0.1 million related to internal legal restructuring costs. Gross profit for 2015 included $1.9 million related to the reed switch production transfer. Excluding the impact of these charges, gross profit was $194.9 million, or 40% of net sales, for the first six months of 2016 compared to $163.5 million, or 38% of net sales, in the first six months of 2015.