8-K

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): July 27, 2021

MAXIM INTEGRATED PRODUCTS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	1-34192	94-2896096
(State or Other Jurisdiction of Incorporation or Organization)	(Commission file number)	(I.R.S. Employer Identification No.)

160 Rio Robles , San Jose, California 95134

(Address of Principal Executive Offices including Zip Code)

(408) 601-1000

(Registrant's Telephone Number, Including Area Code)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.001 par value	MXIM	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

                                         Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 27, 2021, Maxim Integrated Products, Inc. (the "Company") announced via press release the Company's preliminary financial results for the fourth quarter of fiscal year 2021. A copy of the Company's press release is attached hereto as Exhibit 99.1.

The information in this Current Report and attached Exhibit 99.1 are furnished to, but not filed with, the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and such information shall not be deemed to be incorporated by reference into any of the Company's filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit listed below is being furnished with this Form 8-K.

Exhibit	Description
99.1	Press release dated July 27, 2021, announcing the Company's preliminary financial results for the fourth quarter of fiscal year 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

Date: 7/27/2021

MAXIM INTEGRATED PRODUCTS, INC.

By:/s/ Brian C. White

Brian C. White

Senior Vice President, Chief Financial Officer

EX-99.1

Press Release

Contact

Kathy Ta

Vice President, Investor Relations

(408) 601-5697

MAXIM INTEGRATED REPORTS RESULTS FOR THE FOURTH QUARTER OF FISCAL 2021

•Revenue: $720 million

•Gross Margin: 67.2% GAAP (67.7% excluding special items)

•EPS: $0.93 GAAP ($0.91 excluding special items)

SAN JOSE, CA – July 27, 2021 – Maxim Integrated Products, Inc. (NASDAQ:MXIM) reported net revenue of $720 million for its fourth quarter of fiscal 2021 ended June 26, 2021, an 8% increase from the $665 million revenue recorded in the prior quarter, and a 32% increase from the same quarter of last year.

“Maxim delivered record revenue in the June quarter, with sequential growth in all end markets, led by Industrial, Automotive, and Comms & Data Center. On the merger front, we are seeking final regulatory clearance for our combination with Analog Devices,” said Tunc Doluca, President and Chief Executive Officer.

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Fiscal Year 2021 Fourth Quarter Results

Based on Generally Accepted Accounting Principles (GAAP), diluted earnings per share in the June quarter was $0.93, which benefited from a $13 million tax reserve release. The results were affected by $6 million in pre-tax special items which primarily consisted of $4 million of expenses related to prior acquisitions and $2 million in charges related to our upcoming combination with Analog Devices. GAAP earnings per share, excluding special items was $0.91. An analysis of GAAP versus GAAP excluding special items is provided in this press release.

Cash Flow Items

At the end of the fourth quarter of fiscal 2021, total cash, cash equivalents and short-term investments were $2.3 billion, up $257 million from the prior quarter.

Notable items included:

•Cash flow from operations: $280 million

•Capital expenditures: $20 million

Trailing twelve months free cash flow was $859 million. Free cash flow is a non-GAAP measure and is defined by cash flow from operations less capital expenditures.

Dividend and Stock Repurchase

Per the terms of the Merger Agreement between the Company and Analog Devices, we will not declare a dividend that would have been paid in September 2021 and our stock repurchase program remains suspended.

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Due to the pending merger with Analog Devices, Maxim Integrated will not be hosting a quarterly earnings conference call and has suspended the practice of providing forward-looking guidance. Investors are requested to review our Investor Relations website for the quarterly financial highlights and SEC filings for the latest updates on the pending transaction with Analog Devices.

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CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	Three Months Ended							Year Ended
	June 26, 2021		March 27, 2021			June 27, 2020		June 26, 2021		June 27, 2020
	(in thousands, except per share data)
Net revenues	$	719,855	$	665,029		$	545,369	$	2,632,529	$	2,191,395
Cost of goods sold	235,830		222,144			183,001		872,183		758,743
Gross margin	484,025		442,885			362,368		1,760,346		1,432,652
Operating expenses:
Research and development	114,834		109,228			110,173		454,330		440,166
Selling, general and administrative	81,071		76,544			72,893		320,722		296,722
Intangible asset amortization	846		846			810		3,554		3,078
Severance and restructuring expenses	1,139		155			678		13,434		5,363
Other operating expenses (income), net	2,798		8,848			(173)		22,606		929
Total operating expenses	200,688		195,621			184,381		814,646		746,258
Operating income	283,337		247,264			177,987		945,700		686,394
Interest and other income (expense), net	(5,723)		(2)			(8,488)		(15,964)		(8,298)
Income before taxes	277,614		247,262			169,499		929,736		678,096
Provision for (benefit from) income taxes (1)(2)	23,875		27,199			(37,799)		102,475		23,402
Net income	$	253,739	$	220,063		$	207,298	$	827,261	$	654,694
Earnings per share:
Basic	$	0.95	$	0.82		$	0.78	$	3.09	$	2.43
Diluted	$	0.93	$	0.81		$	0.77	$	3.05	$	2.41
Shares used in the calculation of earnings per share:
Basic	268,160		267,892			266,639		267,546		269,341
Diluted	271,445		271,396			268,777		270,872		272,028
Dividends paid per share	$	—	$	—		$	0.48	$	0.48	$	1.92
SCHEDULE OF SPECIAL ITEMS
(Unaudited)
	Three Months Ended							Year Ended
	June 26, 2021		March 27, 2021			June 27, 2020		June 26, 2021		June 27, 2020
	(in thousands)
Cost of goods sold:
Intangible asset amortization	$	3,047	$	4,430		$	3,528	$	17,408	$	12,860
Merger-related expenses(3)	—		—					2,394		—
Cost of COVID-19 response programs	609		638			1,591		2,750		3,616
Total	$	3,656	$	5,068		$	5,119	$	22,552	$	16,476
Operating expenses:
Merger-related expenses(3)	$	2,058	$	2,546		$	—	26,617		$	—
Intangible asset amortization	846		846			810		3,553		3,078
Severance and restructuring	1,139		155			678		13,434		5,363
Other operating expenses (income), net	831		6,302		(3)	(173)		7,436		928
Total	$	4,874	$	9,849		$	1,315	$	51,040	$	9,369
Interest and other expense (income), net	$	(2,878)	$	(7,359)		$	1,484	$	(15,903)	$	(541)
Total	$	(2,878)	$	(7,359)		$	1,484	$	(15,903)	$	(541)
Provision for (benefit from) for income taxes:
Impact of U.S. tax legislation (1)	$	—	$	—		$	6,486	$	—	$	6,486
Impact of income tax audit settlements (2)	—		—			(51,197)		—		(51,197)
Total	$	—	$	—		$	(44,711)	$	—	$	(44,711)
(1) Includes effect of U.S. tax legislation enacted on December 22, 2017.
(2) Includes effect of income tax audit settlements.
(3) Includes ADI merger related expenses such as accelerated stock-based compensation expense resulting from the acceleration of certain RSAs and RSUs, and other legal and professional services.

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CONSOLIDATED BALANCE SHEETS
(Unaudited)
	June 26, 2021		March 27, 2021		June 27, 2020
	(in thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	2,291,399	$	2,033,973	$	1,578,670
Short-term investments	—		—		35,536
Total cash, cash equivalents and short-term investments	2,291,399		2,033,973		1,614,206
Accounts receivable, net	658,829		571,042		404,778
Inventories	237,414		242,343		259,626
Other current assets	30,643		27,440		39,219
Total current assets	3,218,285		2,874,798		2,317,829
Property, plant and equipment, net	554,339		543,848		550,406
Intangible assets, net	66,998		70,891		87,959
Goodwill	562,540		562,541		562,540
Other assets	120,937		120,149		110,569
TOTAL ASSETS	$	4,523,099	$	4,172,227	$	3,629,303
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	129,710	$	102,263	$	91,982
Price adjustment and other revenue reserves	259,411		214,366		148,916
Income taxes payable	49,568		53,694		43,457
Accrued salary and related expenses	150,656		128,553		126,751
Accrued expenses	47,967		35,627		42,228
Total current liabilities	637,312		534,503		453,334
Long-term debt	995,460		995,100		994,022
Income taxes payable	343,964		351,738		385,072
Other liabilities	130,423		141,721		139,418
Total liabilities	2,107,159		2,023,062		1,971,846
Stockholders' equity:
Common stock and capital in excess of par value	269		268		266
Additional paid-in capital	58,055		47,801		—
Retained earnings	2,370,900		2,117,161		1,671,786
Accumulated other comprehensive loss	(13,284)		(16,065)		(14,595)
Total stockholders' equity	2,415,940		2,149,165		1,657,457
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	4,523,099	$	4,172,227	$	3,629,303

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CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three months ended						Year Ended
	June 26, 2021		March 27, 2021		June 27, 2020		June 26, 2021		June 27, 2020
	(in thousands, except per share data)
Cash flows from operating activities:
Net income	$	253,739	$	220,063	$	207,298	$	827,261	$	654,694
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation	20,176		20,878		23,290		107,993		95,431
Depreciation and amortization	23,564		24,552		36,384		96,456		108,533
Deferred taxes	(4,047)		1,601		14,386		(5,331)		8,994
In Process Research and Development written-off	—		—		—		1,220		—
Loss from sale of property, plant and equipment	(611)		124		557		(260)		1,191
Fair value contingent consideration	—		5,835		—		5,835		—
Other Adjustments	(95)		2,413		2,127		1,745		11,353
Changes in assets and liabilities:
Accounts receivable	(87,794)		(85,236)		(24,078)		(254,229)		(42,335)
Inventories	4,890		18,950		(34,562)		21,896		(8,671)
Other assets	(6,759)		(4,875)		(25,769)		(17,343)		(86,299)
Accounts payable	17,384		(719)		5,405		22,187		7,594
Price adjustment and other revenue reserves	45,052		34,118		37,681		110,673		48,426
Income taxes payable	(11,900)		8,021		(45,855)		(34,997)		(74,814)
All other accrued liabilities	26,211		25,715		15,465		41,154		76,758
Net cash provided by operating activities	279,810		271,440		212,329		924,260		800,855
Cash flows from investing activities:
Purchases of property, plant and equipment	(19,500)		(16,229)		(15,680)		(64,942)		(67,049)
Proceeds from sales of property, plant and equipment	11		16		124		94		392
Proceeds from sales of available-for-sale securities	—		—		1,290		1,500		1,290
Proceeds from maturity of available-for-sale securities	—		8,876		10,734		33,901		104,286
Payment in connection with business acquisition, net of cash acquired	—		—		(69,270)		—		(69,270)
Purchases of investments in privately-held companies	—		(1,235)		(1,840)		(1,345)		(1,960)
Proceeds from sale of investments in privately-held companies	242		—		205		281		378
Other investing activities	—		—		2		—		(116)
Net cash provided by (used in) investing activities	(19,247)		(8,572)		(74,435)		(30,511)		(32,049)
Cash flows from financing activities:
Contingent consideration paid	—		(10,000)		—		(10,000)		(8,000)
Net issuance of restricted stock units	(9,964)		(15,932)		(6,741)		(61,880)		(35,877)
Proceeds from stock options exercised	82		76		2,240		2,965		18,870
Issuance of common stock under employee stock purchase program	—		—		23,725		18,498		42,260
Repurchase of common stock	—		—		(82,299)		(9,201)		(440,811)
Dividends paid	—		—		(128,058)		(128,147)		(517,162)
Net cash used in financing activities	(9,882)		(25,856)		(191,133)		(187,765)		(940,720)
Net increase (decrease) in cash, cash equivalents and restricted cash	250,681		237,012		(53,239)		705,984		(171,914)
Cash, cash equivalents and restricted cash
Beginning of period	$	2,040,731	$	1,803,719	$	1,638,667	$	1,585,428	$	1,757,342
End of period	$	2,291,412	$	2,040,731	$	1,585,428	$	2,291,412	1,585,428
Total cash, cash equivalents, and short-term investments	$	2,291,399	$	2,033,973	$	1,614,206	2,291,399		1,614,206
Cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	2,291,399	$	2,033,973	$	1,578,670	2,291,399		1,578,670
Restricted cash in Other assets	13		6,758		6,758		13		6,758
Total cash, cash equivalents and restricted cash	$	2,291,412	$	2,040,731	$	1,585,428	$	2,291,412	$	1,585,428

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ANALYSIS OF GAAP VERSUS GAAP EXCLUDING SPECIAL ITEMS DISCLOSURES
(Unaudited)
	Three Months Ended									Year Ended
	June 26, 2021			March 27, 2021			June 27, 2020			June 26, 2021			June 27, 2020
	(in thousands, except per share data)
Reconciliation of GAAP gross profit to GAAP gross profit excluding special items:
GAAP gross profit	$	484,025		442,885			362,368			$	1,760,346		1,432,652
GAAP gross profit %	67.2		%	66.6		%	66.4		%	66.9		%	65.4		%
Special items:
Intangible asset amortization	3,047			4,430			3,528			17,408			12,860
Merger-related expenses(1)	—			—			—			2,394			—
Cost of COVID-19 response programs	609			638			1,591			2,750			3,616
Severance and restructuring	—			—			—			—			—
Total special items	3,656			5,068			5,119			22,552			16,476
GAAP gross profit excluding special items	$	487,681		$	447,953		$	367,487		$	1,782,898		$	1,449,128
GAAP gross profit % excluding special items	67.7		%	67.4		%	67.4		%	67.7		%	66.1		%
Reconciliation of GAAP operating expenses to GAAP operating expenses excluding special items:
GAAP operating expenses	$	200,688		195,621			184,381			$	814,646		746,258
Special items:
Merger-related expenses(1)	2,058			2,546			—			26,617			—
Intangible asset amortization	846			846			810			3,553			3,078
Severance and restructuring	1,139			155			678			13,434			5,363
Other operating expenses (income), net	831			6,302			(173)			7,436			928
Total special items	4,874			9,849			1,315			51,040			9,369
GAAP operating expenses excluding special items	$	195,814		$	185,772		$	183,066		$	763,606		$	736,889
Reconciliation of GAAP net income to GAAP net income excluding special items:
GAAP net income	$	253,739		$	220,063		$	207,298		$	827,261		$	654,694
Special items:
Intangible asset amortization	3,893			5,276			4,338			20,961			15,938
Merger-related expenses(1)	2,058			2,546			—			29,011			—
Cost of COVID-19 response programs	609			638			1,591			2,750			3,616
Severance and restructuring	1,139			155			678			13,434			5,363
Other operating expenses (income), net	831			6,302			(173)			7,436			928
Interest and other expense (income), net	(2,878)			(7,359)			1,484			(15,903)			(541)
Pre-tax total special items	5,652			7,558			7,918			57,689			25,304
Other income tax effects and adjustments (2)	(12,950)			(5,928)			(14,378)			(24,765)			(19,668)
Impact of U.S. tax legislation (3)	—			—			6,486			—			6,486
Impact of income tax audit settlements (4)	—			—			(51,197)			—			(51,197)
GAAP net income excluding special items	$	246,441		$	221,693		$	156,127		$	860,185		$	615,619
GAAP net income per share excluding special items:
Basic	$	0.92		$	0.83		$	0.59		$	3.22		$	2.29
Diluted	$	0.91		$	0.82		$	0.58		$	3.18		$	2.26
Shares used in the calculation of earnings per share excluding special items:
Basic	268,160			267,892			266,639			267,546			269,341
Diluted	271,445			271,396			268,777			270,872			272,028
(1) Includes ADI merger related expenses such as accelerated stock-based compensation expense resulting from the acceleration of certain RSAs and RSUs, and other legal professional services.
(2) Includes tax effect of pre-tax special items and miscellaneous tax adjustments.
(3) Includes effect of U.S. tax legislation enacted on December 22, 2017.
(4) Includes effect of income tax audit settlements.

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Non-GAAP Measures

To supplement the consolidated financial results prepared under GAAP, Maxim Integrated uses non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude special items related to the cost of COVID-19 response programs; ADI merger-related expenses; intangible asset amortization; severance and restructuring; other operating expenses (income), net; interest and other expense (income), net; and other income tax effects and adjustments. We defined free cash flow as net cash provided from operations less gross capital expenditures. Management uses these non-GAAP measures internally to make strategic decisions, forecast future results and evaluate Maxim Integrated’s current performance. Many analysts covering Maxim Integrated use non-GAAP measures as well. Given management’s use of these non-GAAP measures, Maxim Integrated believes these measures are important to investors in understanding Maxim Integrated’s current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in Maxim Integrated’s core business across different time periods. These non-GAAP measures are not in accordance with or an alternative to GAAP financial data and may be different from non-GAAP measures used by other companies. Because non-GAAP financial measures are not standardized it may not be possible to compare these financial measures with other companies’ non-GAAP financial measures, even if they have similar names. The non-GAAP measures displayed in the table above include the following:

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GAAP Gross Profit Excluding Special Items

The use of GAAP gross profit excluding special items allows management to evaluate the gross margin of the Company’s core businesses and trends across different reporting periods on a consistent basis, independent of special items including intangible asset amortization, ADI merger-related expenses and cost of COVID-19 response programs. In addition, it is an important component of management’s internal performance measurement and reward process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents GAAP gross profit excluding special items to enable investors and analysts to evaluate our revenue generation performance relative to the direct costs of revenue of Maxim Integrated’s core businesses.

GAAP Operating Expenses Excluding Special Items

The use of GAAP operating expenses excluding special items allows management to evaluate the operating expenses of the Company’s core businesses and trends across different reporting periods on a consistent basis, independent of special items including intangible asset amortization; ADI merger-related expenses severance and restructuring, and other operating expenses (income), net. In addition, it is an important component of management’s internal performance measurement and reward process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents GAAP operating expenses excluding special items to enable investors and analysts to evaluate our core business and its direct operating expenses.

9

GAAP Provision for Income Taxes Excluding Special Items

The use of a GAAP provision for income taxes excluding special items allows management to evaluate the provision for income taxes across different reporting periods on a consistent basis, independent of special items. Special items include the tax impact of pre-tax special items, significant tax audit settlements, significant prior year tax reserve adjustments, significant tax legislation, and significant non-recurring and period specific tax items, which vary in size and frequency.

GAAP Net Income and GAAP Net Income per Share Excluding Special Items

The use of GAAP net income and GAAP net income per share excluding special items allow management to evaluate the operating results of Maxim Integrated’s core businesses and trends across different reporting periods on a consistent basis, independent of special items including intangible asset amortization; ADI merger-related expenses; cost of COVID-19 response programs; severance and restructuring; other operating expenses (income), net; interest and other expense (income), net; and other income tax effects and adjustments. In addition, they are important components of management’s internal performance measurement and reward process as it is used to assess the current and historical financial results of the business, for strategic decision making, preparing budgets and forecasting future results. Management presents GAAP net income and GAAP net income per share excluding special items to enable investors and analysts to understand the results of operations of Maxim Integrated’s core businesses and to compare our results of operations on a more consistent basis against that of other companies in our industry.

“Safe Harbor” Statement

Except for historical information, this press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve risk and uncertainty. Actual results could

10

differ materially from those forecasted, based upon, among other things, general market and economic conditions, regulatory approvals, supply constraints, market developments that could adversely affect the growth of the mixed-signal analog market, product mix shifts, the loss of all or a substantial portion of our sales to one or more of our large customers, customer cancellations and price competition, as well as other risks described in the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 2020 (the “Form 10-K”). The Form 10-K may be found at https://www.sec.gov/Archives/edgar/data/743316/000074331620000025/0000743316-20-000025-index.htm.

All forward-looking statements included in this news release are made as of the date hereof and based on the information available to the Company as of the date hereof. The Company assumes no obligation to update any forward-looking statement except as required by law.

About Maxim Integrated

Maxim Integrated, an engineer’s engineering company, exists to solve the designer’s toughest problems in order to empower design innovation. Our broad portfolio of high-performance semiconductors, combined with world-class tools and support, delivers essential analog solutions including efficient power, precision measurement, reliable connectivity and robust protection along with intelligent processing. Designers in application areas such as automotive, communications, consumer, data center, healthcare, industrial and IoT trust Maxim to help them quickly develop smaller, smarter and more secure designs. Learn more at https://www.maximintegrated.com.

Source: Maxim Integrated Investor Relations

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XML

Document and Entity Information Document	Jul. 27, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 27, 2021
Entity File Number	1-34192
Entity Registrant Name	MAXIM INTEGRATED PRODUCTS, INC.
Entity Central Index Key	0000743316
Amendment Flag	false
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	94-2896096
Entity Address, Address Line One	160 Rio Robles
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	408
Local Phone Number	601-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	MXIM
Security Exchange Name	NASDAQ