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ADI > SEC Filings for ADI > Form 10-Q on 19-Aug-2008All Recent SEC Filings

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Form 10-Q for ANALOG DEVICES INC


19-Aug-2008

Quarterly Report


ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This information should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included in Item 1 of this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended November 3, 2007. This Management's Discussion and Analysis of Financial Condition and Results of Operations, including in particular the section entitled "Outlook," contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "continues," "may," variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict, including those identified in Part II, Item 1A. Risk Factors and elsewhere in our Quarterly Report on Form 10-Q. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update any forward-looking statements for any reason. We sold our baseband chipset business and related support operations, or Baseband Chipset Business, to MediaTek Inc. and sold our CPU voltage regulation and PC thermal monitoring business to certain subsidiaries of ON Semiconductor Corporation during the first quarter of fiscal 2008. We have reflected the financial results of these businesses as discontinued operations in the consolidated statements of income for all periods presented. The assets and liabilities related to these businesses are reflected as assets and liabilities of discontinued operations in the consolidated balance sheets as of August 2, 2008 and November 3, 2007. The historical results of operations of these businesses have been segregated from our consolidated financial statements and are included in income (loss) from discontinued operations, net of tax in the consolidated statements of income. Unless otherwise noted, this Management's Discussion and Analysis relates only to financial results from continuing operations.
Results of Operations
(all tabular amounts in thousands except per share amounts and percentages)
Overview

                                                         Three Months Ended                              Nine Months Ended
                                               August 2, 2008          August 4, 2007          August 2, 2008          August 4, 2007
Total revenue                                 $        658,986        $        617,431        $      1,922,235        $      1,841,179
Gross margin %                                            61.0 %                  60.5 %                  61.1 %                  61.6 %
Income from continuing operations, net
of tax                                        $        129,195        $        125,406        $        380,935        $        407,437
Income from continuing operations, net
of tax as a % of total revenue                            19.6 %                  20.3 %                  19.8 %                  22.1 %
Diluted EPS from continuing operations        $           0.44        $           0.38        $           1.28        $           1.20
Diluted EPS                                   $           0.47        $           0.37        $           2.15        $           1.18

Fiscal 2008 is a 52-week year and fiscal 2007 was a 53-week year. The additional week in fiscal 2007 was included in the first quarter ended February 3, 2007. Therefore, the first nine months of fiscal 2007 included an additional week of operations as compared to the first nine months of fiscal 2008.


Table of Contents

Revenue Trends by End Market
The categorization of revenue by end market is determined using a variety of data points including the technical characteristics of the product, the "sold to" customer information, the "ship to" customer information and the end customer product or application into which our product will be incorporated. As data systems for capturing and tracking this data evolve and improve, the categorization of products by end market can vary over time. When this occurs, we reclassify revenue by end market for prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each end market.

                                   Three Months Ended                  Three Months Ended
                                     August 2, 2008                      August 4, 2007
                                            % of                                       % of
                                            Total                                      Total
                                           Product                                    Product
                             Revenue       Revenue      Y/Y%         Revenue          Revenue
    Industrial              $ 326,984            50 %      10 %    $    298,049             48 %
    Communications            163,762            25 %      11 %         148,011             24 %
    Consumer                  134,677            20 %      (1 %)        136,145             22 %
    Computer                   33,563             5 %      (5 %)         35,226              6 %

    Total Product Revenue   $ 658,986           100 %       7 %    $    617,431            100 %




                                                  Nine Months Ended                            Nine Months Ended
                                                    August 2, 2008                              August 4, 2007*
                                                           % of                                                % of
                                                           Total                                               Total
                                                          Product                                             Product
                                        Revenue           Revenue          Y/Y%            Revenue            Revenue
Industrial                            $   957,693               50 %           7 %       $    894,004               49 %
Communications                            474,682               25 %          16 %            407,927               23 %
Consumer                                  394,177               20 %          (0 %)           394,727               22 %
Computer                                   95,683                5 %         (13 %)           109,521                6 %

Total Product Revenue                 $ 1,922,235              100 %           6 %       $  1,806,179              100 %

Revenue from one-time IP license                -                                              35,000

Total Revenue                         $ 1,922,235                                        $  1,841,179

* Fiscal 2008 is a 52-week year and fiscal 2007 was a 53-week year. The additional week in fiscal 2007 was included in the first quarter ended February 3, 2007. Therefore, the first nine months of fiscal 2007 included an additional week of operations as compared to the first nine months of fiscal 2008.


Table of Contents

Industrial - The year-to-year increases in both the three- and nine-month periods were primarily the result of revenue growth in products sold into the automotive sector of this end market and, to a lesser extent, the instrumentation and defense sectors of this end market. These increases were partially offset by a decline in revenue from the automatic test equipment portion of this end market.
Communications - The year-to-year increase in the three-month period was primarily the result of revenue growth in sales of analog products used in wireless handsets and optical applications, partially offset by a decline in sales of products used in basestations. The year-to-year increase in the nine-month period was primarily the result of revenue growth in sales of analog products used in wireless handsets, basestations and optical applications. Consumer - There were no significant changes in revenue in the consumer end market during the three- and nine-month periods of fiscal 2008 as compared to the same periods of fiscal 2007.
Computer - The year-to-year decreases in both the three- and nine-month periods were primarily the result of broad-based declines in sales of our products into this end market.
Revenue from One-Time IP License - During the first quarter of fiscal 2007, we recorded revenue of $35 million received in exchange for licensing of certain intellectual property rights to a third party. Revenue Trends by Product Type
The following table summarizes revenue by product categories. The categorization of our products into broad categories is based on the characteristics of the individual products, the specification of the products and in some cases the specific uses that certain products have within applications. This categorization of products is therefore subject to judgment in some cases and can vary over time. In instances where products move between product categories we reclassify the amounts in the product categories for all prior periods. Such reclassifications typically do not materially change the sizing of, or the underlying trends of results within, each product category.

                                                  Three Months Ended                           Three Months Ended
                                                    August 2, 2008                               August 4, 2007
                                                          % of                                                  % of
                                                          Total                                                 Total
                                                         Product                                               Product
                                        Revenue          Revenue          Y/Y%             Revenue             Revenue
Converters                             $ 302,763               46 %            8 %       $    281,001                46 %
Amplifiers                               150,923               23 %            5 %            144,103                23 %
Other analog                             100,004               15 %           (0 %)           100,279                16 %

Subtotal analog signal processing        553,690               84 %            5 %            525,383                85 %
Power management & reference              36,674                6 %           20 %             30,439                 5 %

Total analog products                  $ 590,364               90 %            6 %       $    555,822                90 %

General purpose DSP                       60,521                9 %           14 %             52,992                 9 %
Other DSP                                  8,101                1 %           (6 %)             8,617                 1 %

Total digital signal processing        $  68,622               10 %           11 %       $     61,609                10 %

Total Product Revenue                  $ 658,986              100 %            7 %       $    617,431               100 %


Table of Contents

                                                    Nine Months Ended                            Nine Months Ended
                                                     August 2, 2008                              August 4, 2007**
                                                            % of                                                 % of
                                                            Total                                                Total
                                                           Product                                              Product
                                         Revenue           Revenue          Y/Y%             Revenue            Revenue
Converters                             $   881,530               46 %            8 %       $    818,502               45 %
Amplifiers                                 439,755               23 %            5 %            419,018               23 %
Other analog                               300,073               16 %            2 %            295,261               17 %

Subtotal analog signal processing        1,621,358               85 %            6 %          1,532,781               85 %
Power management & reference               104,789                5 %           14 %             91,818                5 %

Total analog products                  $ 1,726,147               90 %            6 %       $  1,624,599               90 %

General purpose DSP                        173,921                9 %           10 %            158,305                9 %
Other DSP                                   22,167                1 %           (5 %)            23,275                1 %

Total digital signal processing        $   196,088               10 %            8 %       $    181,580               10 %

Total Product Revenue                  $ 1,922,235              100 %            6 %       $  1,806,179              100 %

Revenue from one-time IP license*                -                                               35,000

Total Revenue                          $ 1,922,235                                         $  1,841,179

* During the first quarter of fiscal 2007, we recorded revenue of $35 million received in exchange for licensing of certain intellectual property rights to a third party.

** Fiscal 2008
is a 52-week
year and
fiscal 2007
was a
53-week
year. The
additional
week in
fiscal 2007
was included
in the first
quarter
ended
February 3,
2007.
Therefore,
the first
nine months
of fiscal
2007
included an
additional
week of
operations
as compared
to the first
nine months
of fiscal
2008.

Our sales increases in the three- and nine-month periods in fiscal 2008 as compared to the same periods in fiscal 2007 were the result of a broad-based increase in sales across many of our product categories. The increase in sales of converters and amplifiers was primarily attributable to an increase in demand for our products used in the industrial and communications end markets. Revenue Trends by Geographic Region
Product revenue by geographic region, based upon customer location, for the three- and nine-month periods ended August 2, 2008 and August 4, 2007 was as follows:

                                                         Three Months Ended                              Nine Months Ended
                 Region                        August 2, 2008          August 4, 2007          August 2, 2008          August 4, 2007
United States                                 $        131,168        $        132,076        $        393,921        $        414,056
Rest of North and South America                         25,433                  20,523                  70,578                  60,293
Europe                                                 177,881                 148,284                 509,347                 438,078
Japan                                                  128,457                 127,040                 380,940                 372,911
China                                                  103,632                  90,010                 284,358                 236,109
Rest of Asia                                            92,415                  99,498                 283,091                 284,732

Total Product Revenue                         $        658,986        $        617,431        $      1,922,235        $      1,806,179

The predominant countries comprising "Rest of North and South America" are Canada and Mexico. The predominant countries comprising European operations are Germany, France and the United Kingdom. The predominant country comprising "Rest of Asia" is Korea.


Table of Contents

Gross Margin

                           Three Months Ended                      Nine Months Ended
                    August 2, 2008     August 4, 2007     August 2, 2008      August 4, 2007
  Gross margin      $     401,794      $     373,492      $    1,173,618      $    1,134,384
  Gross margin %             61.0 %             60.5 %              61.1 %              61.6 %

Gross margin percentage was higher by 50 basis points in the third quarter of fiscal 2008 as compared to the third quarter of fiscal 2007 primarily as a result of an increase in sales of products used in the industrial and communications end markets, which earn relatively higher gross margins than our average margin.
Gross margin percentage was lower by 50 basis points in the nine months ended August 2, 2008 as compared to the same period of fiscal 2007. Gross margin percentage in the nine months ended August 4, 2007 was higher primarily as a result of the recording of $35 million we received in exchange for the licensing of certain intellectual property rights to a third party with no associated cost of sales.
Stock-Based Compensation Expense
During the first quarter of fiscal 2006, on October 30, 2005, we adopted the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or SFAS 123R, using the modified prospective application method. Compensation cost is calculated on the date of grant using the fair value of the options as calculated using the Black-Scholes option pricing model. As of August 2, 2008, the total compensation cost related to unvested awards not yet recognized in the statement of income was approximately $131.1 million (before tax consideration), which will be recognized over a weighted average period of 1.7 years. See Note 3 in the Notes to our Condensed Consolidated Financial Statements contained in Item 1 of this Quarterly Report on Form 10-Q for further information regarding our adoption of SFAS 123R.

Research and Development

                                                          Three Months Ended                            Nine Months Ended
                                                August 2, 2008         August 4, 2007         August 2, 2008         August 4, 2007
R&D expenses                                    $     135,837          $     128,093          $     400,029          $     377,866
R&D expenses as a % of product revenue                   20.6 %                 20.7 %                 20.8 %                 20.9 %

Research and development, or R&D, expenses increased $7.7 million, or 6%, in the third quarter of fiscal 2008 as compared to the third quarter of fiscal 2007. This increase was primarily the result of higher employee salary, benefit and bonus expenses, which were partially offset by lower employee stock option expense.
R&D expenses increased $22.2 million, or 6%, in the first nine months of fiscal 2008 as compared to the same period of fiscal 2007. This increase was primarily the result of higher employee salary, benefit and bonus expenses, which was partially offset by one less week of operations in the first quarter of fiscal 2008 than in the first quarter of fiscal 2007 and lower employee stock option expense.
R&D expenses as a percentage of product revenue will fluctuate from quarter to quarter depending on the amount of product revenue and the success of new product development efforts, which we view as critical to our future growth. At any point in time we have hundreds of R&D projects underway, and we believe that none of these projects is material on an individual basis. We expect to continue the development of innovative technologies and processes for new products, and we believe that a continued commitment to R&D is essential in order to maintain product leadership with our existing products and to provide innovative new product offerings. Therefore, we are planning to continue to make significant R&D investments in the future.


Table of Contents

Selling, Marketing, General and Administrative

                                                          Three Months Ended                            Nine Months Ended
                                                August 2, 2008         August 4, 2007         August 2, 2008         August 4, 2007
SMG&A expenses                                  $     104,767          $      99,906          $     309,301          $     292,096
SMG&A expenses as a % of product revenue                 15.9 %                 16.2 %                 16.1 %                 16.2 %

Selling, marketing, general and administrative, or SMG&A, expenses increased $4.9 million, or 5%, in the third quarter of fiscal 2008 as compared to the third quarter of fiscal 2007. This increase was primarily the result of higher employee salary, benefit and bonus expenses, which were partially offset by lower legal expenses and lower employee stock option expense.
SMG&A expenses increased $17.2 million, or 6%, in the first nine months of fiscal 2008 as compared to the first nine months of fiscal 2007. This increase was primarily the result of higher employee salary, benefit and bonus expenses, which were partially offset by lower employee stock option expense and one less week of operations in the first quarter of fiscal 2008 than in the first quarter of fiscal 2007.
Special Charges
Closure of Wafer Fabrication Facility in Sunnyvale During the fourth quarter of fiscal 2005, we recorded a special charge of $20.3 million as a result of a decision to close our California wafer fabrication operations and transfer virtually all of the production of products manufactured there to our facility in Wilmington, Massachusetts. The charge was for severance and fringe benefit costs that were recorded pursuant to SFAS 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, or SFAS 88, under our ongoing benefit plan for 339 manufacturing employees and 28 general and administrative employees. The severance benefit was calculated based on length of past service, and employees had to continue to be employed until their employment was involuntarily terminated in order to receive the severance benefit. We completed the final cleanup and closure activities associated with this action during the second quarter of fiscal 2007.
In addition to the charge recorded in the fourth quarter of fiscal 2005, we recorded additional expense during fiscal 2006, which consisted of $18.3 million of non-cash cost of sales expenses for additional depreciation due to shortened useful lives of certain manufacturing equipment and $2.0 million for stay-on bonuses. We reversed approximately $2.0 million of our severance accrual during fiscal 2006 because some employees voluntarily left the company, other employees found alternative employment within the company, and there was an over accrual related to fringe benefits because severance payments, normally paid as income continuance, were paid in lump sum payments, which reduced the benefit costs associated with these payments. We have terminated the employment of all of the remaining employees included in this action. We ceased production at the wafer fabrication facility on November 9, 2006. During the first quarter of fiscal 2007, we recorded additional expense, in accordance with SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146), which consisted of $3.2 million for clean-up and closure costs that were charged to expense as incurred and $0.4 million for lease obligation costs for a warehouse facility we ceased using during the first quarter of fiscal 2007. During the second quarter of fiscal 2007, we recorded a special charge, in accordance with SFAS 146, which included $5.0 million of expense for future lease obligation costs for the wafer fabrication facility that we ceased using during the second quarter of fiscal 2007. The lease obligation costs are being paid out on a monthly basis over the remaining lease term which expires in 2010. Also included in this special charge was $1.7 million for clean-up and closure costs that were charged to expense as incurred. The clean-up activity was completed during the second quarter of fiscal 2007, and we do not expect to incur any additional charges related to this action.
The closure of this facility has resulted in annual cost savings of approximately $50 million per year beginning in fiscal 2007. These annual savings include: approximately $49 million in cost of sales, of which approximately $7 million relates to non-cash depreciation savings, and approximately $1 million in SMG&A expenses. At current demand levels, if this facility were still in operation, the capacity of the facility would be largely underutilized resulting in significant adverse manufacturing variances associated with the underutilization of our wafer fabrication facilities.


Table of Contents

Reorganization of Product Development and Support Programs During the fourth quarter of fiscal 2005, we recorded a special charge of $11.2 million as a result of our decision to reorganize our product development and support programs with the goal of providing greater focus on our analog and digital signal processing product programs. The charge was for severance and fringe benefit costs that were recorded pursuant to SFAS 88 under our ongoing benefit plan or statutory requirements at foreign locations for 60 manufacturing employees and 154 engineering and selling, marketing, general and administrative employees.
During fiscal 2006, we recorded an additional special charge of $3.8 million related to this reorganization action. Approximately $1.5 million of this charge was for lease obligation costs for a facility we ceased using during the first quarter of fiscal 2006 and the write-off of property, plant and equipment and other items at this facility. The remaining $2.3 million related to the severance and fringe benefit costs that were recorded in the fourth quarter of . . .

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