UNITED STATES 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): August 11, 2005 Analog Devices, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Item 2.02. Results of Operations and Financial Condition On August 11, 2005, Analog Devices, Inc. announced its financial results for the quarter ended July 30, 2005. 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. Item 9.01. Financial Statements and Exhibits (c) The following are filed as exhibits to this report: 99.1 Press release dated August 11, 2005
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: August 11, 2005 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 August 11, 2005
Exhibit 99.1 Analog Devices Announces Financial Results for Third Quarter of Fiscal 2005 NORWOOD, Mass.--(BUSINESS WIRE)--Aug. 11, 2005--Analog Devices (NYSE:ADI), a global leader in high-performance semiconductors for signal processing applications, today announced revenue for the fiscal third quarter, which ended July 30, 2005, was $582.4 million and diluted earnings per share (EPS) was $0.32. Net income increased to $121.4 million or 21% of sales for the third quarter, up 3% from $117.6 million in the second quarter. ADI also announced that the company's Board of Directors declared a cash dividend of $0.10 per outstanding share of common stock for the third quarter. The dividend is payable on September 14, 2005 to all stockholders of record at the close of business on August 26, 2005. According to Mr. Jerald Fishman, President and CEO, "Revenue declined 3.5% compared to the immediately prior quarter, primarily due to declines in sales of DSP-based products sold to wireless handset customers in Asia. Revenue from analog products was about even with the immediately prior quarter, after growing sequentially by 6% in the second quarter. For the third quarter, analog product revenue totaled 84% of sales. "Gross margins increased to 58.1% for the third quarter, 70 basis points higher than the immediately prior quarter, primarily due to a favorable mix of high margin product sales and the benefit of product cost reductions achieved over recent quarters." "Operating expenses declined approximately 4% compared to the immediately prior quarter. The improvement in gross margins combined with the decline in operating expenses resulted in an operating profit margin of 23.1% of sales, up from 22.2% recorded in the second quarter of fiscal 2005." Summarizing the third quarter results by end market, Mr. Fishman said, "Sales to medical, defense and industrial instrumentation customers increased in the third quarter compared to the immediately prior quarter, but were offset by declines in sales to automatic test equipment (ATE) and automotive customers. Overall, the industrial markets totaled approximately 41% of sales in the third quarter. The computer market had the strongest sequential growth in the third quarter and was approximately 16% of sales. Our revenue from consumer customers also increased sequentially and represented 16% of sales in the third quarter. The communications market was generally weak due to lower sales of products used in wireless and broadband applications. Communications customers represented approximately 27% of sales in the third quarter." "On a geographic basis, third quarter revenue compared to the second quarter grew in Japan, was approximately flat in North America, and declined in the other regions of the world," explained Mr. Fishman. "As a result, approximately 20% of sales were in Japan, 26% of sales in North America, 22% of sales in Europe, and 32% of sales were in China and the rest of Asia." Turning to the balance sheet, Mr. Fishman explained, "Our balance sheet continued to strengthen in the third quarter. Inventories declined sequentially by $5 million and days sales in accounts receivable decreased to 46 days compared to 48 days in the immediately prior quarter. "Cash flow from operations totaled $180 million or 31% of sales. In the third quarter, capital expenditures totaled $19 million and dividend payments totaled $37 million. Cash, cash equivalents, and short-term investments increased by $167 million to $2.78 billion at the end of the third quarter. "Orders for shipment in the next 13 weeks increased sequentially, with particular strength in July, and were above third quarter revenue levels. Our backlog from both OEM customers and distributors for shipment in the fourth quarter of fiscal 2005 grew to $341 million, up 11% from $306 million in the second quarter." Regarding the near term plan, Mr. Fishman said, "We continue to believe that overall, we are in a gradual recovery that began six months ago. Good order trends, higher backlog at the start of the quarter, and the beginning of what is typically a seasonally strong period for consumer-oriented products leads us to plan for sequential revenue growth of 1% to 4%. Depending on the mix of analog and DSP product sales, our gross margins for the fourth quarter are planned to improve modestly and we are planning for operating expenses to be up slightly on a dollar basis. As a result, our plan for the fourth quarter is for EPS in the range of $0.32 to $0.34." Analog Devices will host a conference call today, August 11, 2005, at 4:30 p.m. Eastern time to answer analysts' questions regarding today's announcement. Investors may listen via webcast, accessible from www.analog.com and clicking on "Investor Relations." Investors who prefer to join by telephone may call 706-634-7193 10 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: 8214040 or by visiting the Investor Relations page on ADI's Web site. About Analog Devices, Inc. Innovation, performance and excellence are the cultural pillars on which Analog Devices has built one of the longest standing, highest growth companies within the technology sector. Acknowledged industry-wide as the world leader in data conversion and signal conditioning technology, Analog Devices serves over 60,000 customers, representing virtually all types of electronic equipment. Celebrating 40 years as a leading global manufacturer of high-performance integrated circuits used in analog and digital signal processing applications, Analog Devices is headquartered in Norwood, Massachusetts, with design and manufacturing facilities throughout the world. Analog Devices' common stock is listed on the New York Stock Exchange under the ticker "ADI" and 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 revenue, 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 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 most recent Form 10-Q for the fiscal quarter ended April 30, 2005, as filed with the Securities and Exchange Commission. Analog Devices Supplemental Information, Third Quarter, Fiscal 2005 Sales/Earnings Summary (In thousands, except per-share amounts) 3Q 05 2Q 05 3Q 04 - ---------------------------------------------------------------------- Three Months Ended July 30, April 30, July 31, 2005 2005 2004 - ---------------------------------------------------------------------- Net Sales $582,416 $603,726 $717,793 Y/Y Growth -19% -11% 38% Q/Q Growth -4% 4% 6% Cost of Sales 244,178 257,327 287,271 Gross Margin 338,238 346,399 430,522 Percent of Sales 58.1% 57.4% 60.0% - ---------------------------------------------------------------------- Operating Expenses: R&D 119,217 126,642 133,536 Selling, Marketing and G&A 84,407 85,813 89,162 - ---------------------------------------------------------------------- Operating Income 134,614 133,944 207,824 Percent of Sales 23.1% 22.2% 29.0% - ---------------------------------------------------------------------- Other (Income) Expense (19,062) (16,768) (8,907) - ----------------------------------------- ---------------------------- Income Before Tax 153,676 150,712 216,731 Provision for Taxes 32,272 33,113 47,681 Tax Rate 21% 22% 22% - ---------------------------------------------------------------------- Net Income $121,404 $117,599 $169,050 Percent of Sales 21% 19% 24% - ---------------------------------------------------------------------- Shares used for EPS - Basic 370,985 370,674 377,144 Shares used for EPS - Diluted 382,830 382,337 394,203 Earnings per Share - Basic $ 0.33 $ 0.32 $ 0.45 Earnings per Share - Diluted $ 0.32 $ 0.31 $ 0.43 Dividends declared per share $ 0.10 $ 0.06 $ 0.06 - ---------------------------------------------------------------------- - ---------------------------------------------------------------------- Nine Months Ended July 30, July 31, 2005 2004 - ---------------------------------------------------------------------- Net Sales $1,766,678 $2,001,676 Y/Y Growth -12% 34% Cost of Sales 746,513 824,167 Gross Margin 1,020,165 1,177,509 Percent of Sales 57.7% 58.8% - ---------------------------------------------------------------------- Operating Expenses: R&D 373,393 382,644 Selling, Marketing and G&A 253,561 253,682 - ---------------------------------------------------------------------- Operating Income 393,211 541,183 Percent of Sales 22.3% 27.0% - ---------------------------------------------------------------------- Other (Income) Expense (49,813) (20,336) - ---------------------------------------------------------------------- Income Before Tax 443,024 561,519 Provision for Taxes 96,578 123,047 Tax Rate 22% 22% - ---------------------------------------------------------------------- Net Income $ 346,446 $ 438,472 Percent of Sales 20% 22% - ---------------------------------------------------------------------- Shares used for EPS - Basic 372,407 374,687 Shares used for EPS - Diluted 384,425 394,053 Earnings per Share - Basic $ 0.93 $ 1.17 Earnings per Share - Diluted $ 0.90 $ 1.11 Dividends declared per share $ 0.22 $ 0.14 - ---------------------------------------------------------------------- Analog Devices Supplemental Information, Third Quarter, Fiscal 2005 Selected Balance Sheet Information (In thousands) 3Q 05 2Q 05 3Q 04 - ---------------------------------------------------------------------- July 30, April 30, July 31, 2005 2005 2004 - ---------------------------------------------------------------------- Cash & Short-term Investments $2,783,886 $2,617,259 $2,688,506 Accounts Receivable, Net 296,080 320,366 354,897 Inventories 343,688 348,446 326,301 Other Current Assets 170,704 160,611 168,833 - ---------------------------------------------------------------------- Total Current Assets 3,594,358 3,446,682 3,538,537 PP&E, Net 617,038 636,249 667,028 Investments 283,613 303,806 313,608 Intangible Assets 167,404 168,063 170,041 Other 29,092 30,470 23,033 - ---------------------------------------------------------------------- Total Assets $4,691,505 $4,585,270 $4,712,247 - ---------------------------------------------------------------------- Deferred Income-Shipments to Distributors $ 127,068 $ 128,957 $ 166,356 Other Current Liabilities 415,265 407,410 415,555 Non-Current Liabilities 314,453 333,035 349,952 Stockholders' Equity 3,834,719 3,715,868 3,780,384 - ---------------------------------------------------------------------- Total Liabilities & Equity $4,691,505 $4,585,270 $4,712,247 - ---------------------------------------------------------------------- Capital Expenditures, Depreciation & Amortization (In thousands) 3Q 05 2Q 05 3Q 04 Three Months Ended July 30, April 30, July 31, 2005 2005 2004 - ---------------------------------------------------------------------- Capital Expenditures $ 18,912 $ 21,632 $37,523 Depreciation $ 37,801 $ 39,013 $37,326 Amortization of Intangibles $ 672 $ 685 $ 680 Nine Months Ended July 30, July 31, 2005 2004 - -------------------------------------------------------------- Capital Expenditures $ 64,428 $107,949 Depreciation $115,127 $112,163 Amortization of Intangibles $ 2,041 $ 2,033 CONTACT: Analog Devices, Inc. Maria Tagliaferro, 781-461-3282 781-461-3491 (fax) Director of Corporate Communications investor.relations@analog.com