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): November 18, 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 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On November 18, 2003, Analog Devices, Inc. announced its financial results for the quarter ended November 1, 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. The information in this Form 8-K and the exhibit attached hereto 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: November 18, 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 November 18, 2003
Exhibit 99.1 FOR RELEASE: NOVEMBER 18, 2003 4:00 P.M. EST ANALOG DEVICES REPORTS RESULTS FOR THE FOURTH QUARTER AND FISCAL YEAR 2003 NORWOOD, Massachusetts - Analog Devices, Inc. (NYSE: ADI), a global leader in high-performance semiconductors for signal processing applications, today announced revenues of $558 million for the fourth quarter of fiscal 2003, an increase of 22% compared to the same quarter one year ago and 7% above the immediately prior quarter. Diluted earnings per share (EPS) under generally accepted accounting principles (GAAP) was $0.23 for the fourth quarter, up from $0.09 for the same period one year ago and $0.21 for the third quarter of fiscal 2003. The fourth quarter results include a restructuring charge of $9.2 million ($0.02 per share) related to the decision to exit a small manufacturing business in Europe that was supplying foundry substrate services for optical applications. Excluding this charge, the diluted EPS would have been $0.25 for the fourth quarter. Revenues for the fiscal year 2003, which ended November 1, 2003, were $2.05 billion, up 20% year-over-year. Fiscal 2003 diluted EPS increased to $0.78, up from the fiscal 2002 EPS of $0.28. "The fourth quarter wrapped up what turned out to be a great year for ADI," said Mr. Jerald G. Fishman, president and CEO. "Continuing strong orders led to fourth-quarter revenues coming in higher than we had anticipated at the beginning of the quarter, with substantial contributions from both analog and DSP products. "In the fourth quarter, orders for shipment in the next 13 weeks grew by approximately 30% from the prior quarter. Orders grew in every region of the world and in both the distributor and OEM channels. Order growth continued to be the strongest in Asia as the digital consumer, wireless terminal and PC markets all posted strong results. We also saw strong demand from our broad base of customers serving all other end markets. "Gross margins for the fourth quarter of fiscal 2003 increased to 55.8% of sales, up from 55.1% of sales in the prior quarter. Days cost of sales in inventory fell to 106 days in the fourth quarter compared to 116 days in the previous quarter." Commenting on the balance sheet Mr. Fishman said, "The balance sheet continued to strengthen during the fourth quarter. Cash from operations was $105 million and capital expenditures were limited to $18 million, resulting in `free cash flow' of $87 million. During the quarter we redeemed our $1.2 billion of convertible debt and ended the quarter with $2.1 billion of cash and short-term investment balances and no debt."
Regarding the near-term outlook, Mr. Fishman said, "We are planning for the recovery that began seven quarters ago for ADI to continue in the first quarter of fiscal 2004. Demand accelerated during the fourth quarter and we are entering the first quarter with the highest level of backlog we have seen over the last two years. As a result, we are planning for revenues to grow approximately 5% sequentially and for EPS to be in the range of $0.27 to $0.28 in the first quarter of fiscal 2004." In a separate press release issued today, the company announced that the Board of Directors of ADI declared a cash dividend of $0.04 per outstanding share of common stock. The dividend will be paid on December 17, 2003 to all stockholders of record at the close of business on November 28, 2003. Mr. Fishman will discuss the fourth 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 706-634-7544 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: 3205589 or by visiting the Investor Relations page on ADI's web site. Non-GAAP Data The Company has presented diluted earnings per share net of the restructuring charge discussed above. The Company believes that this data reflects results for the Company's normal business operations and facilitates comparisons to prior periods. 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 8,400 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 press 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, currency exchange rate fluctuations, 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, 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 August 2, 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, FOURTH QUARTER, FISCAL 2003 SALES/EARNINGS SUMMARY (IN THOUSANDS OF DOLLARS, EXCEPT PER-SHARE AMOUNTS) 4Q 03 3Q 03 4Q 02 Three Months Ended Nov 1, 2003 Aug 2, 2003 Nov 2, 2002 ----------- ----------- ----------- Net Sales $ 557,517 $ 520,445 $ 455,718 Y/Y Growth 22% 17% 8% Q/Q Growth 7% 4% 2% Cost of Sales 246,605 233,846 213,084 Gross Margin 310,912 286,599 242,634 Percent of Sales 55.8% 55.1% 53.2% --------- --------- --------- Operating Expenses: R&D 112,418 111,668 107,104 Selling, Marketing and G&A 75,007 72,178 69,204 Acquisition-related expenses* 2,664 2,660 16,402 Restructuring Costs 9,193 341 6,315 Investment Impairment -- -- 2,090 --------- --------- --------- Operating Income 111,630 99,752 41,519 Other (Income) Expense (649) (1,474) (4,841) --------- --------- --------- Income Before Tax 112,279 101,226 46,360 Provision for Taxes 24,252 22,270 11,590 Tax Rate 22% 22% 25% --------- --------- --------- Net Income $ 88,027 $ 78,956 $ 34,770 --------- --------- --------- Shares used for EPS - Basic 368,511 366,025 364,019 Shares used for EPS - Diluted 387,381 384,166 377,285 Earnings per Share - Basic $ 0.24 $ 0.22 $ 0.10 Earnings per Share - Diluted $ 0.23 $ 0.21 $ 0.09 --------- --------- --------- * Acquisition-related goodwill is no longer amortized effective November 3, 2002, in accordance with FAS 142.
Twelve Months Ended Nov 1, 2003 Nov 2, 2002 ----------- ----------- Net Sales $ 2,047,268 $ 1,707,508 Y/Y Growth 20% -25% Cost of Sales 923,160 802,980 Gross Margin 1,124,108 904,528 Percent of Sales 54.9% 53.0% ----------- ----------- Operating Expenses: R&D 442,025 410,116 Selling, Marketing and G&A 288,009 257,054 Acquisition-related expenses* 10,831 70,626 Restructuring Costs 9,534 37,399 Investment Impairment -- 7,669 Goodwill Impairment -- 3,426 ----------- ----------- Operating Income 373,709 118,238 Other (Income) Expense (8,127) (22,112) ----------- ----------- Income Before Tax 381,836 140,350 Provision for Taxes 83,555 35,051 Tax Rate 22% 25% ----------- ----------- Net Income $ 298,281 $ 105,299 ----------- ----------- Shares used for EPS - Basic 365,485 364,194 Shares used for EPS - Diluted 382,227 381,245 Earnings per Share - Basic $ 0.82 $ 0.29 Earnings per Share - Diluted $ 0.78 $ 0.28 ----------- ----------- * Acquisition-related goodwill is no longer amortized effective November 3, 2002, in accordance with FAS 142.
ANALOG DEVICES SUPPLEMENTAL INFORMATION, FOURTH QUARTER, FISCAL 2003 SELECTED BALANCE SHEET INFORMATION (IN THOUSANDS OF DOLLARS) 4Q 03 3Q 03 4Q 02 Nov 1, 2003 Aug 2, 2003 Nov 2, 2002 ----------- ----------- ----------- Cash & Short-term Investments $2,116,743 $3,229,365 $2,898,023 Accounts Receivable, Net 294,781 259,134 228,338 Inventories 287,502 296,940 306,391 Other Current Assets 186,690 198,554 191,473 ---------- ---------- ---------- Total Current Assets 2,885,716 3,983,993 3,624,225 PP&E, Net 671,140 697,841 780,904 Investments 341,573 297,533 279,605 Intangible Assets 172,019 172,673 174,637 Other 22,429 96,028 120,820 ---------- ---------- ---------- Total Assets $4,092,877 $5,248,068 $4,980,191 ---------- ---------- ---------- Current Liabilities $ 342,132 $ 373,446 $ 373,364 Deferred income-shipments to distributors 121,345 112,607 110,271 Long-term Debt -- 1,263,266 1,274,020 Non-Current Lease Obligations -- 191 467 Non-Current Liabilities 341,326 334,888 322,053 Stockholders' Equity 3,288,074 3,163,670 2,900,016 ---------- ---------- ---------- Total Liabilities & Equity $4,092,877 $5,248,068 $4,980,191 ---------- ---------- ---------- CAPITAL EXPENDITURES, DEPRECIATION & AMORTIZATION (IN THOUSANDS OF DOLLARS) 4Q 03 3Q 03 4Q 02 THREE MONTHS ENDED Nov 1, 2003 Aug 2, 2003 Nov 2, 2002 ----------- ----------- ----------- Capital Expenditures $ 18,358 $ 20,076 $ 15,930 Depreciation $ 39,320 $ 42,297 $ 48,567 Amortization of Goodwill & Intangibles* $ 660 $ 656 $ 14,207 TWELVE MONTHS ENDED Nov 1, 2003 Nov 2, 2002 ----------- ----------- Capital Expenditures $ 67,735 $ 57,412 Depreciation $ 165,659 $ 181,129 Amortization of Goodwill & Intangibles* $ 2,624 $ 56,873 * Acquisition-related goodwill is no longer amortized effective November 3, 2002, in accordance with FAS 142.