SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 14, 2003 Analog Devices, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Massachusetts 1-7819 04-2348234 - -------------------------------------------------------------------------------- (State or other juris- (Commission (IRS Employer diction of incorporation File Number) Identification No.) One Technology Way, Norwood, MA 02062 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (781) 329-4700 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report)
ITEM 9. REGULATION FD DISCLOSURE (INFORMATION FURNISHED PURSUANT TO ITEM 12, "DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION"). On May 14, 2003, Analog Devices, Inc. announced its financial results for the quarter ended May 3, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with the procedural guidance in SEC Release No. 33-8216, the information in this Form 8-K and the Exhibit attached hereto is being furnished under "Item 9. Regulation FD Disclosure" rather than under "Item 12. Disclosure of Results of Operations and Financial Condition." The information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 14, 2003 ANALOG DEVICES, INC. By: /s/ Joseph E. McDonough ------------------------------------ Joseph E. McDonough Vice President-Finance and Chief Financial Officer (Principal Financial and Accounting Officer)
EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated May 14, 2003
Exhibit 99.1 [ANALOG DEVICES LOGO] FOR RELEASE: MAY 14, 2003 4:00 P.M. EST ANALOG DEVICES REPORTS INCREASED REVENUE AND PROFITS FOR SECOND QUARTER OF FISCAL YEAR 2003 Norwood, MA -- Analog Devices (NYSE: ADI), a global leader in high-performance semiconductors for signal processing applications, today announced revenues of $502 million and net income of $71.3 million for the second quarter of fiscal 2003, which ended May 3. Revenues increased 21% from the second quarter of fiscal 2002. Revenues increased 7% and net income increased 19% from the first quarter of fiscal 2003. Net income was $71.3 million for the second quarter of fiscal 2003, an increase of 19% sequentially. The quarter's diluted earnings per share (EPS) under generally accepted accounting principles (GAAP) increased to $0.19, up from $0.04 in the same period a year ago and $0.16 in the first quarter of fiscal 2003. Operating income increased sequentially to 17.6% of sales in the second quarter of fiscal 2003, up from 15.8% in the previous quarter. Gross margins increased sequentially to 54.5% of sales, while inventories declined sequentially and days cost in inventory declined to 117 days from 125 days last quarter. Accounts receivable days sales outstanding declined to 44 days from 45 days last quarter. In the second quarter of fiscal 2003, cash balances increased by $102 million after spending $14 million on capital equipment. Cash and short-term investment balances at the end of the second quarter of fiscal 2003 totaled $3.1 billion. "Both revenue and earnings were above the high end of estimates we provided on February 13, 2003, primarily as a result of stronger sales of analog products and continued strength in sales of DSP products," said Jerald G. Fishman, president and CEO. "Analog product revenues grew 7% sequentially and accounted for approximately 78% of revenues, and DSP products grew 8% sequentially and accounted for approximately 22% of revenues."
"Growth this quarter was broad based with sales increasing across virtually all applications, across OEM and distributor channel customers and across all geographic regions," continued Mr. Fishman. "In the second quarter, orders for shipment in the next 13 weeks grew by approximately 16% from first quarter fiscal 2003 levels. Orders from both OEM customers and distributors grew sequentially and the book to bill ratio was well above one for the second quarter. Orders end customers placed with our distributors also grew sequentially and our distributors' book to bill ratio was above one." Regarding the near-term outlook, Mr. Fishman said, "We are planning for revenues to grow 3-5% sequentially during the third quarter. In addition, we are planning for gross margin to increase slightly. Operating expenses will increase slightly due to salary increases for a portion of the employee population. As a result, GAAP diluted EPS are estimated at $0.20 to $0.21 for the third quarter of fiscal 2003." Mr. Fishman will discuss the second quarter's results and the near-term outlook via webcast, accessible from www.analog.com, today beginning at 4:30pm EST. Investors who prefer to join by telephone may call 706-634-7193 ten minutes before the call begins and provide the password "ADI." A replay will be available almost immediately after the call. The replay may be accessed for up to one week by dialing 800-642-1687 (replay only) and providing the conference ID: 8963774 or by visiting the Investor Relations page on ADI's web site. Analog Devices, Inc. is a leading manufacturer of precision high-performance integrated circuits used in analog and digital signal processing applications. ADI is headquartered in Norwood, Massachusetts, and employs approximately 8,600 people worldwide. It has manufacturing facilities in Massachusetts, California, North Carolina, Ireland, the Philippines and the United Kingdom. Analog Devices' common stock is listed on the New York Stock Exchange and ADI is included in the S&P 500 Index.
- -------------------------------------------------------------------------------- Safe harbor statement under the Private Securities Litigation Reform Act of 1995: This release contains forward-looking statements, including our statements regarding planned revenues, earnings and operating margins, that are based on our current expectations, beliefs, assumptions, estimates, forecasts and projections about the industry and markets in which Analog Devices operates. The statements contained in this release are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed in such forward-looking statements, and such statements should not be relied upon as representing Analog Devices' expectations or beliefs as of any date subsequent to the date of this press release. Important factors that may affect future operating results include the effects of adverse changes in overall economic conditions, the timing and duration of market upturns and downturns, the growth or contraction of the markets we serve, demand for semiconductors generally and for our products in particular, the risk that our backlog could decline significantly, the impact of severe acute respiratory syndrome, or SARS, on our operations and markets, our ability to hire engineers and other qualified employees needed to meet the expected demands of our largest customers, reversals or slowdowns in the markets or customers served by our products, the adverse effects of building inventories to meet planned growth that fails to materialize, the occurrence and frequency of inventory and lead-time reduction cycles, raw material availability, availability of both internal and external manufacturing capacity, technological and product development risks, competitors' actions and technological innovations and other risk factors described in our Quarterly Report on Form 10-Q for the fiscal quarter ended February 1, 2003, as filed with the Securities and Exchange Commission. CONTACT: Maria Tagliaferro, Director of Corporate Communications at Analog Devices, 781-461-3282, or investor.relations@analog.com -----------------------------
ANALOG DEVICES SUPPLEMENTAL INFORMATION, SECOND QUARTER, FISCAL 2003 SALES/EARNINGS SUMMARY (IN THOUSANDS OF DOLLARS, EXCEPT PER-SHARE AMOUNTS) 2Q 03 1Q 03 2Q 02 - ---------------------------------------------------------------------------------------- Three Months Ended May 3, 2003 February 1, 2003 May 4, 2002 - ---------------------------------------------------------------------------------------- Net Sales $ 501,883 $ 467,423 $ 413,368 Y/Y Growth 21% 19% -31% Q/Q Growth 7% 3% 5% Cost of Sales 228,423 214,286 192,537 Gross Margin 273,460 253,137 220,831 Percent of Sales 54.5% 54.2% 53.4% - ---------------------------------------------------------------------------------------- Operating Expenses: R&D 110,827 107,112 99,763 Selling, Marketing and G&A 71,509 69,315 62,354 Acquisition-related expenses* 2,658 2,849 17,292 Restructuring Costs -- -- 25,450 Investment Impairment -- -- 1,800 - ---------------------------------------------------------------------------------------- Operating Income 88,466 73,861 14,172 Other (Income) Expense (2,952) (3,052) (5,864) - ---------------------------------------------------------------------------------------- Income Before Tax 91,418 76,913 20,036 Provision for Taxes 20,112 16,921 5,610 Tax Rate 22% 22% 28% - ---------------------------------------------------------------------------------------- Net Income $ 71,306 $ 59,992 $ 14,426 - ---------------------------------------------------------------------------------------- Shares used for EPS - Basic 364,267 363,138 364,545 Shares used for EPS - Diluted 379,163 378,197 383,455 Earnings per Share - Basic $ 0.20 $ 0.17 $ 0.04 Earnings per Share - Diluted $ 0.19 $ 0.16 $ 0.04 - ----------------------------------------------------------------------------------------
Six Months Ended May 3, 2003 May 4, 2002 - ---------------------------------------------------------------------------------------- Net Sales $ 969,306 $ 806,342 Y/Y Growth 20% -41% Cost of Sales 442,709 381,714 Gross Margin 526,597 424,628 Percent of Sales 54.3% 52.7% - ---------------------------------------------------------------------------------------- Operating Expenses: R&D 217,939 198,213 Selling, Marketing and G&A 140,824 120,712 Acquisition-related expenses* 5,507 37,656 Restructuring Costs -- 25,450 Investment Impairment -- 1,800 - ---------------------------------------------------------------------------------------- Operating Income 162,327 40,797 Other (Income) Expense (6,004) (13,531) - ---------------------------------------------------------------------------------------- Income Before Tax 168,331 54,328 Provision for Taxes 37,033 15,212 Tax Rate 22% 28% - ---------------------------------------------------------------------------------------- Net Income $ 131,298 $ 39,116 - ---------------------------------------------------------------------------------------- Shares used for EPS - Basic 363,703 363,846 Shares used for EPS - Diluted 378,680 383,463 Earnings per Share - Basic $ 0.36 $ 0.11 Earnings per Share - Diluted $ 0.35 $ 0.10 - ---------------------------------------------------------------------------------------- * Acquisition-related goodwill is no longer amortized effective November 3, 2002, in accordance with FAS 142.
ANALOG DEVICES SUPPLEMENTAL INFORMATION, SECOND QUARTER, FISCAL 2003 SELECTED BALANCE SHEET INFORMATION (IN THOUSANDS OF DOLLARS) 2Q 03 1Q 03 2Q 02 - ----------------------------------------------------------------------------------------------- May 3, 2003 February 1, 2003 May 4, 2002 - ----------------------------------------------------------------------------------------------- Cash & Short-term Investments $3,101,483 $2,999,732 $2,908,964 Accounts Receivable, Net 242,767 231,422 221,524 Inventories 293,487 294,478 253,151 Other Current Assets 194,150 185,433 182,596 - ----------------------------------------------------------------------------------------------- Total Current Assets 3,831,887 3,711,065 3,566,235 PP&E, Net 726,533 754,571 845,683 Investments 286,119 276,595 275,516 Intangible Assets 173,328 173,985 203,455 Other 117,446 116,086 61,877 - ----------------------------------------------------------------------------------------------- Total Assets $5,135,313 $5,032,302 $4,952,766 - ----------------------------------------------------------------------------------------------- Current Liabilities $ 367,492 $ 360,611 $ 418,046 Deferred income-shipments to distributors 108,980 106,686 105,614 Long-term Debt 1,279,027 1,275,269 1,191,199 Non-Current Lease Obligations 237 247 2,592 Non-Current Liabilities 323,692 316,424 326,367 Stockholders' Equity 3,055,885 2,973,065 2,908,948 - ----------------------------------------------------------------------------------------------- Total Liabilities & Equity $5,135,313 $5,032,302 $4,952,766 - ----------------------------------------------------------------------------------------------- CAPITAL EXPENDITURES, DEPRECIATION & AMORTIZATION (IN THOUSANDS OF DOLLARS) 2Q 03 1Q 03 2Q 02 - ----------------------------------------------------------------------------------------------- THREE MONTHS ENDED May 3, 2003 February 1, 2003 May 4, 2002 - ----------------------------------------------------------------------------------------------- Capital Expenditures $ 14,348 $ 14,953 $ 15,679 Depreciation $ 42,503 $ 41,539 $ 44,718 Amortization of Goodwill & Intangibles* $ 656 $ 652 $ 14,234 SIX MONTHS ENDED May 3, 2003 May 4, 2002 - ------------------------------------------------------------------------------- Capital Expenditures $ 29,301 $ 27,198 Depreciation $ 84,042 $ 87,215 Amortization of Goodwill & Intangibles* $ 1,308 $ 28,339 * Acquisition-related goodwill is no longer amortized effective November 3, 2002, in accordance with FAS 142.