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ADI > SEC Filings for ADI > Form 10-Q on 18-Aug-2009All Recent SEC Filings

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Form 10-Q for ANALOG DEVICES INC


18-Aug-2009

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 1, 2008.
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 regarding our future financial performance, particularly in light of the ongoing global credit and financial market crisis; our anticipated growth and trends in our businesses, our capital needs and capital expenditures; our market position and competitive changes in the marketplace for our products; our ability to innovate new products and technologies; the timing or the effectiveness of our efforts to refocus our operations and reduce our cost structure and the expected amounts of any cost savings related to those efforts; our ability to access credit or capital markets; our ability to pay dividends or repurchase stock; our ability to service our outstanding debt; our expected tax rate; our third-party suppliers; intellectual property and litigation matters; potential acquisitions or divestitures; key personnel; the effect of new accounting pronouncements 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 except to the extent required by law.
During the first quarter of fiscal 2008, 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. The financial results of these businesses are presented 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 1, 2009 and November 1, 2008. 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 1, 2009         August 2, 2008          August 1, 2009          August 2, 2008
Revenue                                         $     491,991          $     658,986          $    1,443,308          $    1,922,235
Gross margin %                                           54.1 %                 61.0 %                  55.2 %                  61.1 %
Income from continuing operations, net of
tax                                             $      65,460          $     129,195          $      141,799          $      380,935
Income from continuing operations, net of
tax as a % of revenue                                    13.3 %                 19.6 %                   9.8 %                  19.8 %
Diluted EPS from continuing operations          $        0.22          $        0.44          $         0.49          $         1.28
Diluted EPS                                     $        0.22          $        0.47          $         0.49          $         2.15

The year-to-year revenue changes by end market and product category are more fully outlined below under Revenue Trends by End Market and Revenue Trends by Product Type.


Table of Contents

In the third quarter of fiscal 2009, our revenue decreased 25% from the third quarter of fiscal 2008 and our diluted earnings per share from continuing operations decreased by 50%. In the first nine months of fiscal 2009, our revenue decreased 25% from the first nine months of fiscal 2008 and our diluted earnings per share from continuing operations decreased by 62%. Cash flow from operations in the first nine months of fiscal 2009 was $269.5 million, or 19% of revenue. We received net proceeds of $370.4 million in the third quarter of fiscal 2009 from the issuance of long-term debt and had $1,724.4 million of cash and short-term investments as of August 1, 2009.
The global credit crisis and deteriorating economic conditions could continue to result in cautious customer spending behavior. We cannot predict the severity, duration or precise impact of the economic downturn on our future financial results. Consequently, our reported results for the third quarter of fiscal 2009 may not be indicative of our future results. Revenue Trends by End Market
The following table summarizes revenue 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 1, 2009                      August 2, 2008
                                        % of                                       % of
                         Revenue       Revenue      Y/Y%         Revenue          Revenue
       Industrial       $ 252,135            51 %     (29 )%   $    356,280             54 %
       Communications     125,500            26 %     (15 )%        147,894             22 %
       Consumer           102,323            21 %     (21 )%        129,784             20 %
       Computer            12,033             2 %     (52 )%         25,028              4 %

       Total revenue    $ 491,991           100 %     (25 )%   $    658,986            100 %




                                 Nine Months Ended                   Nine Months Ended
                                  August 1, 2009                       August 2, 2008
                                          % of                                      % of
                          Revenue        Revenue      Y/Y%         Revenue         Revenue
       Industrial       $   753,271            52 %     (28 )%   $  1,043,899            54 %
       Communications       391,399            27 %      (8 )%        427,143            22 %
       Consumer             258,350            18 %     (32 )%        380,291            20 %
       Computer              40,288             3 %     (43 )%         70,902             4 %

       Total revenue    $ 1,443,308           100 %     (25 )%   $  1,922,235           100 %

Industrial - The year-to-year decrease in both the three- and nine-month periods in industrial end market revenue was primarily the result of a broad-based decline in demand in this end market, which was most significant for products sold into the instrumentation, automotive and process controls sectors of this end market.
Communications - The year-to-year decrease in the three-month period in communications end market revenue was primarily the result of a decrease in sales of analog products used in basestations and optical applications. The year-to-year decrease in the nine-month period in communications end market revenue was primarily the result of a decrease in sales of analog products used in wireless handsets, optical and networking applications, which was partially offset by an increase in sales of products used in basestations.


Table of Contents

Consumer - The year-to-year decrease in both the three- and nine-month periods in consumer end market revenue was primarily the result of a decrease in demand for products used in home entertainment, video game applications, and digital cameras, consistent with the global slowdown in consumer spending. Computer - The year-to-year decrease in both the three- and nine-month periods in computer end market revenue was primarily the result of a general slowdown in the PC market.
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. The categorization of products into categories 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 1, 2009                              August 2, 2008
                                                          % of                                                 % of
                                        Revenue          Revenue          Y/Y%            Revenue             Revenue
Converters                             $ 239,100               49 %         (21 %)      $    302,812                46 %
Amplifiers                               119,897               24 %         (30 %)           170,526                26 %
Other analog                              65,211               13 %         (19 %)            80,352                12 %

Subtotal analog signal processing        424,208               86 %         (23 %)           553,690                84 %
Power management & reference              27,986                6 %         (24 %)            36,674                 6 %

Total analog products                  $ 452,194               92 %         (23 %)      $    590,364                90 %

General purpose DSP                       38,923                8 %         (36 %)            60,521                 9 %
Other DSP                                    874                0 %         (89 %)             8,101                 1 %

Total digital signal processing        $  39,797                8 %         (42 %)      $     68,622                10 %

Total revenue                          $ 491,991              100 %         (25 %)      $    658,986               100 %




                                                   Nine Months Ended                            Nine Months Ended
                                                     August 1, 2009                              August 2, 2008
                                                            % of                                                % of
                                         Revenue           Revenue          Y/Y%            Revenue           Revenue*
Converters                             $   694,856               48 %         (21 %)      $    881,354               46 %
Amplifiers                                 373,646               26 %         (25 %)           496,992               26 %
Other analog                               170,304               12 %         (30 %)           243,012               13 %

Subtotal analog signal processing        1,238,806               86 %         (24 %)         1,621,358               84 %
Power management & reference                82,316                6 %         (21 %)           104,789                5 %

Total analog products                  $ 1,321,122               92 %         (23 %)      $  1,726,147               90 %

General purpose DSP                        117,249                8 %         (33 %)           173,921                9 %
Other DSP                                    4,937                0 %         (78 %)            22,167                1 %

Total digital signal processing        $   122,186                8 %         (38 %)      $    196,088               10 %

Total revenue                          $ 1,443,308              100 %         (25 %)      $  1,922,235              100 %

* The sum of the individual percentages may not equal the total due to rounding.


Table of Contents

The year-to-year decrease in revenue in the three- and nine-month periods ended August 1, 2009, was due to declining demand in several markets that we serve, particularly the industrial and consumer end markets, as a result of an overall decline in the worldwide economy.
Revenue Trends by Geographic Region
Revenue by geographic region, based upon customer location, for the three- and nine-month periods ended August 1, 2009 and August 2, 2008 was as follows:

                                                         Three Months Ended                              Nine Months Ended
                 Region                        August 1, 2009          August 2, 2008          August 1, 2009          August 2, 2008
United States                                 $         94,326        $        131,168        $        298,713        $        393,921
Rest of North and South America                         23,961                  25,433                  63,714                  70,578
Europe                                                 120,899                 177,881                 369,499                 509,347
Japan                                                   91,480                 128,457                 235,749                 380,940
China                                                   85,317                 103,632                 274,374                 284,358
Rest of Asia                                            76,008                  92,415                 201,259                 283,091

Total revenue                                 $        491,991        $        658,986        $      1,443,308        $      1,922,235

In the three- and nine-month periods ended August 1, 2009 the predominant countries comprising "Rest of North and South America" are Canada and Mexico; the predominant countries comprising "Europe" are Germany and Sweden; and the predominant countries comprising "Rest of Asia" are Taiwan and Korea. In the three- and nine-month periods ended August 2, 2008 the predominant countries comprising "Rest of North and South America" are Canada and Mexico; the predominant countries comprising "Europe" are Germany, France, the United Kingdom and Italy; and the predominant countries comprising "Rest of Asia" are Taiwan and Korea.
Sales declined in all geographic regions in the third quarter of fiscal 2009, as compared to the third quarter of fiscal 2008, with sales in Europe experiencing the largest decline. This decline in sales in Europe was partially attributable to a decline in the automotive end market.
Sales declined in all geographic regions in the first nine months of fiscal 2009, as compared to the first nine months of fiscal 2008, with sales in Japan experiencing the largest decline. This decline in sales in Japan was principally attributable to the general decline in consumer spending attributable to the global economic crisis. The decline in China was smaller than the decline in the other regions primarily due to the strong demand for our products used in China's recent infrastructure build-out of the country's next generation of communication technology.

Gross Margin

                           Three Months Ended                     Nine Months Ended
                    August 1, 2009     August 2, 2008     August 1, 2009     August 2, 2008
  Gross margin      $     266,229      $     401,794      $     796,783      $    1,173,618
  Gross margin %             54.1 %             61.0 %             55.2 %              61.1 %

Gross margin percentage was lower by 690 basis points in the third quarter of fiscal 2009 as compared to the third quarter of fiscal 2008 primarily as a result of a decrease in sales of $167.0 million and reduced operating levels in our manufacturing facilities that created adverse utilization variances. Gross margin percentage was lower by 590 basis points in the nine months ended August 1, 2009 as compared to the nine months ended August 2, 2008, primarily as a result of a decrease in sales of $478.9 million and reduced operating levels in our manufacturing facilities that created adverse utilization variances. This decrease was partially offset by a better mix of products as revenues from industrial and communications end markets, which earn relatively higher gross margins than our average margin, declined less than our revenues from the consumer and computer end markets.


Table of Contents

Stock-Based Compensation Expense
As of August 1, 2009, the total compensation cost related to unvested awards not
yet recognized in our statement of income was approximately $116.9 million
(before tax consideration), which we will recognize 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 Statement of Financial
Accounting Standards (SFAS) No. 123 (revised 2004), Share-Based Payment (SFAS
123R).
Research and Development

                                                          Three Months Ended                            Nine Months Ended
                                                August 1, 2009         August 2, 2008         August 1, 2009         August 2, 2008
R&D expenses                                    $     107,578          $     135,837          $     336,854          $     400,029
R&D expenses as a % of revenue                           21.9 %                 20.6 %                 23.3 %                 20.8 %

Research and development, or R&D, expenses decreased $28.3 million, or 21%, in the third quarter of fiscal 2009 as compared to the third quarter of fiscal 2008, and decreased $63.2 million, or 16%, in the nine months ended August 1, 2009 as compared to the nine months ended August 2, 2008. These decreases were primarily the result of the actions we took to constrain or permanently reduce operating expenses as well as a decrease in bonus expense, which is a variable expense linked to our overall profitability.
R&D expenses as a percentage of revenue will fluctuate from year-to-year depending on the amount of 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, and therefore, we expect to continue to make significant R&D investments in the future.
Selling, Marketing, General and Administrative

                                                          Three Months Ended                            Nine Months Ended
                                                August 1, 2009         August 2, 2008         August 1, 2009         August 2, 2008
SMG&A expenses                                  $      79,706          $     104,767          $     249,828          $     309,301
SMG&A expenses as a % of revenue                         16.2 %                 15.9 %                 17.3 %                 16.1 %

Selling, marketing, general and administrative, or SMG&A, expenses decreased $25.1 million, or 24%, in the third quarter of fiscal 2009 as compared to the third quarter of fiscal 2008, and decreased $59.5 million, or 19%, in the nine months ended August 1, 2009 as compared to the same period of fiscal 2008. These decreases were primarily the result of our actions taken to constrain or permanently reduce operating expenses. In addition, we had lower bonus expense, which is a variable expense linked to our overall profitability, and lower commission expenses, which are variable expenses linked to our sales. Special Charges
The following is a summary of the restructuring actions we have taken over the last several years.
Closure of Wafer Fabrication Facility in Sunnyvale We ceased production at our California wafer fabrication facility in November 2006. We are paying the lease obligation costs on a monthly basis over the remaining lease term, which expires in 2010. We completed the clean-up activity during the second quarter of fiscal 2007, and we do not expect to incur any additional charges related to this action.


Table of Contents

Reorganization of Product Development and Support Programs We recorded special charges in fiscal years 2005, 2006 and 2007 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. We terminated the employment of all employees associated with these programs and are paying amounts owed to employees for severance as income continuance. We do not expect to incur any further charges related to this reorganization action.
Consolidation of a Wafer Fabrication Facility in Limerick During the fourth quarter of fiscal 2007, we recorded a special charge of $13.7 million as a result of our decision to only use eight-inch technology at our wafer fabrication facility in Limerick. Certain manufacturing processes and products produced on the Limerick facility's six-inch production line have transitioned to our existing eight-inch production line in Limerick while others have transitioned to external foundries. The charge was for severance and fringe benefit costs 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 150 manufacturing employees associated with this action. As of August 1, 2009, we still employed 4 of the 150 employees included in this action. Most of the production in the six-inch wafer fabrication facility has ceased and the remaining production is expected to cease during the fourth quarter of fiscal 2009, at which time the employment of the remaining affected employees will be terminated. These employees must continue to be employed by us until their employment is involuntarily terminated in order to receive the severance benefit. During the fourth quarter of 2008, we recorded an additional charge of $1.5 million related to this action, of which $1.2 million was an adjustment to our original estimate of the severance costs and $0.3 million was for clean-up and closure costs that we expensed as incurred. During the first quarter of fiscal 2009, we recorded an additional charge of $0.6 million for clean-up and closure costs that we expensed as incurred. During the second quarter of fiscal 2009, we recorded an additional charge of $0.6 million for clean-up and closure costs that we expensed as incurred. We do not expect to incur any further charges related to this action. We estimate that the closure of this facility will result in annual cost savings of approximately $25 million per year, which we expect to realize starting in the first quarter of fiscal 2010. We expect these annual savings will be in cost of sales, of which approximately $1 million relates to non-cash depreciation savings.
Reduction of Overhead Infrastructure Costs During the fourth quarter of fiscal 2007, we recorded a special charge as a result of our decision to either deemphasize or exit certain businesses or products and focus investments in products and end markets where we have better opportunities for profitable growth. In September 2007, we entered into a definitive agreement to sell our Baseband Chipset Business. As a result, we decided to reduce the support infrastructure in manufacturing, engineering and SMG&A to more appropriately reflect our required overhead structure. We terminated the employment of all employees associated with these programs and we are paying amounts owed to employees for severance as income continuance. We do not expect to incur any further charges related to this action. These cost reduction actions, which were substantially completed in the second quarter of fiscal 2008, resulted in annual savings of approximately $15 million. We realized these savings as follows: approximately $7 million in R&D expenses, approximately $6 million in SMG&A expenses and approximately $2 million in cost of sales.
Reduction of Operating Costs
During the fourth quarter of fiscal 2008, in order to further reduce our operating cost structure we recorded a special charge of $1.6 million for severance and fringe benefit costs recorded pursuant to SFAS 88 under our ongoing benefit plan or statutory requirements at foreign locations, for 19 engineering and SMG&A employees. We have terminated the employment of all of the employees included in this charge and we are paying amounts owed to employees for severance as income continuance.
During the first quarter of fiscal 2009, we recorded an additional charge of $19.1 million related to this cost reduction action. Approximately $2.1 million of this charge was for lease obligation costs for facilities that we ceased using during the first quarter of fiscal 2009; approximately $0.8 million was for the write-off of property, plant and equipment; and approximately $0.6 million was for contract termination, clean-up and closure costs that we . . .

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