Loss on Extinguishment of Debt: In the first quarter of fiscal 2016, the Company redeemed its outstanding 3.0% senior unsecured notes due April 15, 2016. The Company recognized a net loss on debt extinguishment of approximately $3.3 million, which was comprised of a make-whole premium and the write off of unamortized debt issuance and discount costs. We excluded these costs from our non-GAAP measures because they are not reflective of our ongoing financial performance.
Amortization of Deferred Financing Costs: In the third quarter of fiscal 2016, in connection with the proposed Linear Technology acquisition, the Company obtained bridge financing commitments and incurred financing fees which will be amortized into interest expense over the term of the bridge financing commitments. In the first quarter of fiscal 2017, the Company replaced a portion of the bridge financing commitments with $2.1 billion of senior unsecured notes. As a result, the Company accelerated $7.2 million of the unamortized bridge financing commitment fees into interest expense. We excluded these costs from our non-GAAP measures because they are not reflective of our ongoing financial performance.
The following items are excluded from our non-GAAP diluted earnings per share:
Tax-Related Items: Tax adjustments associated with the non-GAAP items discussed above. In addition, in the first quarter of 2016, the Company recorded a $7.5 million tax benefit related to the reinstatement of the R&D tax credit in December 2015, retroactive to January 1, 2015. We excluded these tax-related items from our non-GAAP measures because they are not associated with the tax expense on our current operating results.
Analog Devices believes that these non-GAAP measures have material limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP and that these measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP measures. In addition, our non-GAAP measures may not be comparable to the non-GAAP measures reported by other companies. The Company’s use of non-GAAP measures, and the underlying methodology when excluding certain items, is not necessarily an indication of the results of operations that may be expected in the future, or that the Company will not, in fact, record such items in future periods.
Investors should consider our non-GAAP financial measures in conjunction with the corresponding GAAP measures.
About Analog Devices
Analog Devices designs and manufactures
semiconductor products and solutions. We enable our customers to
interpret the world around us by intelligently bridging the physical and
digital with unmatched technologies that sense, measure and connect.
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http://www.analog.com.
Forward Looking Statements
This press release contains
forward-looking statements, which address a variety of subjects
including, for example, our statements regarding expected revenue,
earnings per share, gross margin, operating expenses, interest and other
expense, tax rate, and other financial results, expected operating
leverage, production and inventory levels, expected market
trends, and expected customer demand and order rates for our
products, the proposed acquisition of Linear Technology Corporation
(“Linear Technology”), the expected timing to close the transaction,
expected benefits and synergies of the transaction, expected growth
rates of the combined companies, Analog Devices’ expected product
offerings, product development, marketing position and technical
advances resulting from the transaction. Statements that are not
historical facts, including statements about our beliefs, plans and
expectations, are forward-looking statements. Such statements are based
on our current expectations and are subject to a number of factors and
uncertainties, which could cause actual results to differ materially
from those described in the forward-looking statements. The following
important factors and uncertainties, among others, could cause actual
results to differ materially from those described in these
forward-looking statements: any faltering in global economic conditions
or the stability of credit and financial markets, erosion of consumer
confidence and declines in customer spending, unavailability of raw
materials, services, supplies or manufacturing capacity, changes in
geographic, product or customer mix, the ability to satisfy the
conditions to closing of the proposed transaction with Linear
Technology, on the expected timing or at all; the ability to obtain
required regulatory approvals for the proposed transaction, on the
expected timing or at all, including the potential for regulatory
authorities to require divestitures in connection with the proposed
transaction; the occurrence of any event that could give rise to the
termination of the merger agreement with Linear Technology; the risk of
stockholder litigation relating to the proposed transaction, including
resulting expense or delay; higher than expected or unexpected costs
associated with or relating to the transaction; the risk that expected
benefits, synergies and growth prospects of the transaction may not be
achieved in a timely manner, or at all; the risk that Linear
Technology’s business may not be successfully integrated with Analog
Devices’ following the closing; the risk that Analog Devices and Linear
Technology will be unable to retain and hire key personnel; and the risk
that disruption from the transaction may adversely affect Linear
Technology’s or Analog Devices’ business and relationships with their
customers, suppliers or employees. For additional information about
factors that could cause actual results to differ materially from those
described in the forward-looking statements, please refer to both Analog
Devices’ and Linear Technology’s filings with the Securities and
Exchange Commission (“SEC”), including the risk factors contained in
each of Analog Devices’ and Linear Technology’s most recent Quarterly
Reports on Form 10-Q and Annual Report on Form 10-K. Forward-looking
statements represent management’s current expectations and are
inherently uncertain. Except as required by law, we do not undertake any
obligation to update forward-looking statements made by us to reflect
subsequent events or circumstances.