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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): May 11, 2006
Analog Devices, Inc.
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(Exact name of registrant as specified in its charter)
Massachusetts 1-7819 04-2348234
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(State or other juris- (Commission (IRS Employer
diction of incorporation File Number) Identification No.)
One Technology Way, Norwood, MA 02062
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 329-4700
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(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 May 11, 2006, Analog Devices, Inc. announced its financial results for
the quarter ended April 29, 2006. 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
(d) Exhibits
The following exhibit relating to Item 2.02 shall be deemed to be furnished,
and not filed:
99.1 Press release dated May 11, 2006 issued by Analog Devices, Inc.
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 11, 2006 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 11, 2006 issued by
Analog Devices, Inc.
Exhibit 99.1
Analog Devices Announces Results for Second Quarter of Fiscal Year 2006
NORWOOD, Mass.--(BUSINESS WIRE)--May 11, 2006--Analog Devices, Inc. (NYSE:
ADI)
-- Board of Directors increases quarterly dividend to $0.16 from $0.12
per share;
-- Financial results for the second quarter and guidance for the third
quarter of fiscal 2006 will be discussed via conference call today at
4:30 pm.
Analog Devices, Inc. (NYSE: ADI), a global leader in high-performance
semiconductors for signal processing applications, today announced revenue of
$643.9 million for the second quarter of fiscal 2006, an increase of 7% compared
to the same period one year ago and an increase of 4% compared to the
immediately prior quarter.
Net income under generally accepted accounting principles (GAAP) was $145.8
million for the second quarter. Diluted earnings per share (EPS) was $0.39 for
the second quarter.
The GAAP results for the second quarter of fiscal 2006 include the
following items: a gain of $13 million related to the previously-announced sale
of the digital signal processing (DSP)-based digital subscriber line (DSL)
application-specific integrated circuit (ASIC) and network processor product
line; expenses of $6 million included in cost of sales and related to
previously-announced restructuring actions; and $17 million of non-cash stock
option expense. These items reduced diluted EPS by $0.02 in the second quarter.
The cash dividend was increased to $0.16 per outstanding share of common
stock. The dividend will be paid on June 14, 2006 to all shareholders of record
at the close of business on May 26, 2006. This is an increase from the $0.12
dividend paid in March of 2006.
"The second quarter was a good quarter for ADI, led by strong growth in
sales to our industrial instrumentation, consumer electronics, and wireless
infrastructure customers," said Jerald G. Fishman, ADI's president and chief
executive officer. "Data converter, amplifier, and general-purpose DSP products
were the fastest-growing product categories compared to the immediately prior
quarter."
Profit Margins
Gross margin for the second quarter of fiscal 2006 was $380.7 million, or
59.1% of sales. In the second quarter of fiscal 2006, gross margin was reduced
by $6.9 million, or 1.1% of sales, as a result of stock option expense and
previously announced manufacturing restructuring-related expense.
Operating profits for the second quarter of fiscal 2006 totaled $151.4
million, or approximately 23.5% of sales. In the second quarter of fiscal 2006,
operating profits were reduced by $22.8 million, as a result of stock option
expense and previously announced restructuring-related expense.
Cash Flow and Balance Sheet
Cash flow from operations totaled $205.1 million, or approximately 32% of
sales, for the second quarter. Capital expenditures totaled $28.8 million. The
company repurchased approximately 6.2 million shares of ADI common stock for
$237.7 million and paid $44.2 million in cash dividends. Cash and short term
investments totaled approximately $2.7 billion at the end of the second quarter.
In the second quarter, inventory increased by approximately $21.6 million
compared to the immediately prior quarter. Days cost of sales in inventory was
125 days at the end of the second quarter of fiscal 2006, compared to 124 days
one year ago and 118 days at the end of the immediately prior quarter. The
company increased inventory in preparation for the planned to shutdown of its
California wafer fabrication facility and to fulfill planned sales growth for
the third quarter.
Days sales in accounts receivable were 51 days at the end of the second
quarter, compared to 49 days one year ago and 47 days at the end of the
immediately prior quarter. The increase was primarily due to a disproportionate
amount of shipments in the last month of the quarter as supply issues earlier in
the quarter were resolved.
Revenue Analysis By Product
During the second quarter of fiscal year 2006, analog products totaled 84%
of sales and DSP products totaled 16% of sales.
Revenue from analog products grew 11% compared to the same period one year
ago and 5% compared to the immediately prior quarter. Data converter product
sales grew 8%, amplifier sales grew 9%, and other analog product sales declined
3% compared to the immediately prior quarter. Revenue from each of these analog
product categories increased on a year-over-year basis.
Revenue from DSP products declined 10% compared to the same period one year
ago and 4% compared to the immediately prior quarter due primarily to the
previously announced sale of the DSP-based DSL ASIC and network processor
product line. General-purpose DSP product sales grew 6% compared to the
immediately prior quarter.
Revenue Analysis By End Market
Revenue from both the industrial and consumer end markets grew sequentially
and year-over-year.
Revenue from the industrial end market, which includes factory automation,
scientific and medical instrumentation, semiconductor automatic test equipment
(ATE), defense electronics, and automotive applications, totaled approximately
42% of sales in the second quarter.
Revenue from the consumer end market totaled approximately 17% of sales in
the second quarter.
Within the communications end market, revenue from wireless infrastructure
customers grew significantly compared to the immediately prior quarter. Revenue
from wireless handset customers also grew while revenue from networking
customers declined, as expected, due to the previously announced sale of the
DSP-based DSL ASIC and network processor product line.
Overall, revenue from the communications end markets totaled approximately
29% of sales in the second quarter of fiscal year 2006.
In line with the broader computer industry trends, revenue from customers
in the computer end market declined during the quarter and was approximately 12%
of sales.
Outlook for the Third Quarter of Fiscal 2006
Regarding the near term outlook, Mr. Fishman said, "Orders and backlog
increased significantly during the second quarter. Our OEM customers and our
distributors are signaling significant increases in demand for our analog and
DSP products. In aggregate, we are planning for revenue in the range of $675
million to $685 million."
ADI is planning for gross margin in the third quarter to be approximately
the same as the second quarter of fiscal 2006.
Operating expenses are planned to increase a few percent compared to the
second quarter, primarily due to increased profit sharing and commissions as
sales and operating margin expand.
Diluted EPS is planned to be in the range of $0.38 to $0.39 for the third
quarter of fiscal 2006, which includes approximately $0.06 for stock option
expenses, previously-announced restructuring expenses, and expenses associated
with a previously-announced acquisition.
The plan for third quarter is for days sales in accounts receivable to
decline to approximately 48 days.
Days cost of sales in inventory is planned to decline in the third quarter
compared to the second quarter.
Supplemental Information
In order to help investors compare current results to ADI's history and
thereby better understand the underlying trends in the company's business, ADI
has provided a table of supplemental information with this release, and on its
website, which includes estimates of the impact of stock option expense, the
impact of previously announced restructuring-related expenses, the impact of the
gain from the sale of the DSP-based DSL ASIC and network processor product line,
and the impact of expenses associated with a previously announced acquisition on
the company's 2006 quarterly financial statements.
Conference Call Scheduled for 4:30
Mr. Fishman will discuss the second quarter's results and the near-term
outlook via webcast, accessible from www.analog.com, today beginning at 4:30 pm
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: 8553665 or by visiting the Investor Relations page
on ADI's web site.
About Analog Devices
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 expected sales growth, revenue, earnings, operating
margins, and other financial results, expected increases in customer demand for
our products, and expected cash dividends, 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, are
inherently uncertain, 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. We do not undertake any obligation to update forward-looking statements
made by us. 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, adverse results in various litigation matters, our
ability to hire engineers, salespeople 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 January 28, 2006, as filed with the
Securities and Exchange Commission.
Analog Devices, Second Quarter, Fiscal 2006
Sales/Earnings Summary (GAAP)
(In thousands, except per-share amounts)
2Q 06 1Q 06 2Q 05
- ------------------------------------------------ --------- ---------
Three Months Ended April 29, January April 30,
2006 28, 2006 2005
- ------------------------------------------------ --------- ---------
Net Sales $643,872 $621,302 $603,726
Y/Y Growth 7% 7% -11%
Q/Q Growth 4% 0% 4%
Cost of Sales 263,201 260,515 257,327
Gross Margin 380,671 360,787 346,399
Percent of Sales 59.1% 58.1% 57.4%
- ------------------------------------------------ --------- ---------
Operating Expenses:
R&D 131,848 131,288 126,642
Selling, Marketing and G&A 97,432 96,281 85,813
Special Charges - 1,013 -
- ------------------------------------------------ --------- ---------
Operating Income 151,391 132,205 133,944
Percent of Sales 23.5% 21.3% 22.2%
- ------------------------------------------------ --------- ---------
Other Income (39,225) (20,592) (16,768)
- ------------------------------------------------ --------- ---------
Income Before Tax 190,616 152,797 150,712
Provision for Taxes 44,795 32,240 33,113
Tax Rate 23.5% 21.1% 22%
- ------------------------------------------------ --------- ---------
Net Income $145,821 $120,557 $117,599
Percent of Sales 22.6% 19.4% 19.5%
- ------------------------------------------------ --------- ---------
Shares used for EPS - Basic 364,225 366,135 370,674
Shares used for EPS - Diluted 376,811 380,337 382,337
Earnings per Share - Basic $0.40 $0.33 $0.32
Earnings per Share - Diluted $0.39 $0.32 $0.31
Dividends paid per share $0.12 $0.12 $0.06
- ------------------------------------------------ --------- ---------
Supplemental Information
Our GAAP Financial Statements Include the Following Amounts of
Stock-based Compensation Expense Related to the Adoption of
FAS123R, Restructuring Related Expense, Tax Expense Associated
with the Repatriation of Foreign Earnings, Gain on Sale of a
Product Line and Acquisition Related Costs
(in thousands, except per-share amounts)
4Q 05 1Q 06 2Q 06 3Q 06 4Q 06
Actual Actual Actual Estimate Estimate
COST OF SALES
Stock-based
compensation
expense $- $954 $990 $2,848 $2,944
Restructuring
related expenses - 5,903 5,877 5,877 5,877
- ------------------------------ --------- -------- --------- ---------
GROSS MARGIN - (6,857) (6,867) (8,725) (8,821)
% Sales 0.0% -1.1% -1.1%
- ------------------------------ --------- -------- --------- ---------
OPERATING EXPENSE
Engineering -
stock-based
compensation
expense - 9,562 8,282 7,409 6,778
Selling, Marketing,
G&A - stock-based
compensation
expense - 10,090 7,684 7,258 6,730
Acquisition related
costs - - - 5,000 -
Special charges 31,480 1,013 - - 7,407
- ------------------------------ --------- -------- --------- ---------
TOTAL OPERATING
EXPENSE 31,480 20,665 15,966 19,667 20,915
% Sales 5.1% 3.3% 2.5%
- ------------------------------ --------- -------- --------- ---------
OPERATING PROFIT
(LOSS) BEFORE TAX (31,480) (27,522) (22,833) (28,392) (29,736)
% Sales -5.1% -4.4% -3.5%
- ------------------------------ --------- -------- --------- ---------
Non-operating expense
(income) - - (13,027) - -
% Sales 0.0% 0.0% -2.0%
- ------------------------------ --------- -------- --------- ---------
Tax benefit of above
items (10,118) (8,344) (2,279) (7,761) (9,486)
Tax expense
associated with the
repatriation of
foreign earnings 48,768 - - - -
- ------------------------------ --------- -------- --------- ---------
NET INCOME (LOSS) $(70,130) $(19,178) $(7,527) $(20,631) $(20,250)
% Sales -11.3% -3.1% -1.2%
- ------------------------------ --------- -------- --------- ---------
EARNINGS (LOSS) PER
SHARE
Repatriation of
foreign earnings $(0.128) $- $- $- $-
Gain on sale of a
product line - - 0.022 - -
Stock-based
compensation - (0.039) (0.032) (0.033) (0.031)
Restructuring related
expenses (0.054) (0.012) (0.010) (0.010) (0.023)
Acquisition related
costs - - - (0.012) -
- ------------------------------ --------- -------- --------- ---------
EARNINGS (LOSS) PER
SHARE $(0.182) $(0.051) $(0.020) $(0.055) $(0.054)
- ------------------------------ --------- -------- --------- ---------
Analog Devices, Second Quarter, Fiscal 2006
Selected Balance Sheet Information (GAAP)
(In thousands)
2Q 06 1Q 06 2Q 05
- ----------------------------- ----------- ----------- -----------
April 29, January 28, April 30,
2006 2006 2005
- ----------------------------- ----------- ----------- -----------
Cash & Short-term Investments $2,692,796 $2,735,114 $2,617,259
Accounts Receivable, Net 357,880 317,730 320,972
Inventories (1) 359,420 337,835 350,896
Other Current Assets 147,380 151,302 126,865
- ----------------------------- ----------- ----------- -----------
Total Current Assets 3,557,476 3,541,981 3,415,992
PP&E, Net 561,538 576,798 636,249
Investments 30,532 29,249 300,303
Intangible Assets 166,795 167,186 168,063
Other 87,006 58,964 67,719
- ----------------------------- ----------- ----------- -----------
Total Assets $4,403,347 $4,374,178 $4,588,326
- ----------------------------- ----------- ----------- -----------
Deferred Income-Shipments to
Distributors $152,864 $132,332 $128,957
Other Current Liabilities 542,820 471,851 413,969
Non-Current Liabilities 64,732 60,366 329,532
Stockholders' Equity 3,642,931 3,709,629 3,715,868
- ----------------------------- ----------- ----------- -----------
Total Liabilities & Equity $4,403,347 $4,374,178 $4,588,326
- ----------------------------- ----------- ----------- -----------
Days Sales Outstanding 51 47 49
Days Cost of Sales in
Inventory 125 118 124
(1) includes $3,947 and $1,937 related to stock-based compensation
expense in 2Q06 and 1Q06, respectively.
Cash Flow Statement (GAAP)
(In thousands)
2Q 06 1Q 06 2Q 05
- ----------------------------------- --------- --------- ---------
Three Months Ended April 29, January April 30,
2006 28, 2006 2005
- ----------------------------------- --------- --------- ---------
Cash flows from operating
activities:
Net Income $145,821 $120,557 $117,599
Adjustments to reconcile net
income to net cash provided by
operations:
Depreciation 42,687 43,079 39,013
Amortization of intangibles 404 404 685
Stock-based compensation 17,217 21,307 786
Gain on sale of a product
line (13,027) - -
Non-cash portion of special
charge - 459 -
Other non-cash expense 23 557 33
Tax benefit - stock option
exercises (14,736) - -
Deferred income taxes (4,776) (15,625) 6,423
Changes in operating assets
and liabilities 31,526 4,517 10,662
- ----------------------------------- --------- --------- ---------
Total adjustments 59,318 54,698 57,602
- ----------------------------------- --------- --------- ---------
Net cash provided by operating
activities 205,139 175,255 175,201
- ----------------------------------- --------- --------- ---------
Percent of Sales 31.9% 28.2% 29.0%
- ----------------------------------- --------- --------- ---------
Cash flows from investing
activities:
Additions to property, plant and
equipment, net (28,822) (20,360) (21,632)
Purchases of short-term
available-for-sale investments (421,103) (954,871) (942,687)
Maturities of short-term
available-for-sale investments 441,630 726,807 824,864
Proceeds from sale of a product
line 23,070 - -
Decrease (increase) in other
assets 330 3,526 (96)
- ----------------------------------- --------- --------- ---------
Net cash provided (used) by
investing activities 15,105 (244,898) (139,551)
- ----------------------------------- --------- --------- ---------
Cash flows from financing
activities:
Dividend payments to shareholders (44,191) (44,094) (22,257)
Repurchase of common stock (237,709) (125,098) (123,493)
Net proceeds from employee stock
plans 20,994 38,685 14,818
Tax benefit - stock option
exercises 14,736 - -
- ----------------------------------- --------- --------- ---------
Net cash used for financing
activities (246,170) (130,507) (130,932)
- ----------------------------------- --------- --------- ---------
Effect of exchange rate changes on
cash 562 414 314
- ----------------------------------- --------- --------- ---------
Net decrease in cash and cash
equivalents (25,364) (199,736) (94,968)
Cash and cash equivalents at
beginning of period 427,855 627,591 409,336
- ----------------------------------- --------- --------- ---------
Cash and cash equivalents at end of
period $402,491 $427,855 $314,368
- ----------------------------------- --------- --------- ---------
CONTACT: Analog Devices, Inc.
Maria Tagliaferro
781-461-3282 (phone)
781-461-3491 (fax)
investor.relations@analog.com (email)