e425
Filed by Skyworks Solutions, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Advanced Analogic Technologies Incorporated
Registration File No.: 333-174953
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Skyworks Media Relations:
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|
Skyworks Investor Relations: |
Pilar Barrigas
(949) 231-3061
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Stephen Ferranti
(781) 376-3056 |
Skyworks Exceeds Q3 FY11 Revenue and EPS Estimates and
Guides to $0.53 of Non-GAAP EPS in Q4 FY11
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Delivers $356.1 Million in Revenue; Up 27 Percent Year-Over-Year,
excluding SiGe Acquisition |
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Increases Non-GAAP Operating Income 54 Percent Year-Over-Year (35 Percent GAAP) |
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Posts Non-GAAP Diluted Earnings Per Share of $0.49 ($0.27 GAAP) |
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Generates $86 Million in Cash Flow from Operations |
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Forecasts $400 Million in Revenue and $0.53 of Non-GAAP Diluted EPS in Q4 FY11 |
WOBURN, Mass., July 21, 2011 Skyworks Solutions, Inc. (NASDAQ: SWKS), an innovator of high
reliability analog and mixed signal semiconductors enabling a broad range of end markets, today
reported third fiscal quarter 2011 results. Revenue in the June quarter was $356.1 million,
including $6.5 million of revenue from the acquisition of SiGe Semiconductor which closed on June
10, 2011. This compares to the Companys revenue guidance of $345 million, excluding the SiGe
acquisition.
On a non-GAAP basis, operating income for the third fiscal quarter of 2011 was $97.6 million,
up from $63.5 million in the prior-year period, reflecting a 54 percent increase. Non-GAAP diluted
earnings per share for the third fiscal quarter was $0.49 versus prior guidance of $0.46, and
representing a 53 percent improvement when compared to $0.32 for the same period a year ago. On a
GAAP basis, operating income for the third fiscal quarter of 2011 was $72.2 million and diluted
earnings per share was $0.27 after one time acquisition and other related costs.
Skyworks exceeded all key metrics last quarter and we see a steep growth trajectory heading
into the second half of calendar 2011, said David J. Aldrich, president and chief executive
officer of Skyworks. Our momentum is being driven by content growth and share gains within
leading smart phones, tablets, gaming platforms, home automation systems and network infrastructure
coupled with diversification into new
Q3 FY11 Earnings Press Release
vertical markets. Further, the advent of LTE, machine-to-machine and cloud computing
applications is translating into stronger design win activity as more and more electronic platforms
are becoming wirelessly enabled to share data, voice and video. Given our differentiated product
portfolio, extensive customer engagements, technology roadmaps and scale, Skyworks is uniquely
positioned to capitalize on this rapidly approaching connectivity revolution and, in turn, to
sustainably outpace industry growth.
Business Highlights
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Expanded gross margin by 166 basis points year-over-year to 44.9 percent on a non-GAAP
basis (43.9 percent GAAP) |
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Closed acquisition of mobile data connectivity leader SiGe Semiconductor |
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Announced intent to acquire power management innovator Advanced Analogic Technologies |
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Unveiled industrys first stand-alone, high-dynamic range power detectors for 3G and
LTE smart phones and datacards |
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Secured high power, transmit/receive switches, high frequency modulators and wide-band
digital attenuator sockets in support of TD-LTE China market |
|
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|
Launched ultra-low power LNAs for diverse markets including set-top boxes, Bluetooth(R)
headsets, hearing aids, meter readers and 2.4 GHz wireless networks |
|
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Captured wireless networking design wins in support of home monitoring and security
deployments |
|
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Awarded major electronic toll collection system contract with portfolio of analog
control ICs |
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|
Enabled wireless connectivity at all three market leading gaming console OEMs |
|
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Ramped high-power filters for military and homeland security markets |
Fourth Fiscal Quarter 2011 Outlook
Based on strong bookings and order visibility, the stage is set for Skyworks to again
outperform our addressable markets and deliver operating leverage, said Donald W. Palette, vice
president and chief financial officer of Skyworks. Specifically, for the current quarter, we are
guiding to revenue of $400 million with non-GAAP diluted earnings per share of $0.53.
Q3 FY11 Earnings Press Release
For further information regarding use of non-GAAP measures in this press release, please refer
to the Discussion Regarding the Use of Non-GAAP Financial Measures set forth below.
Skyworks Third Fiscal Quarter 2011 Conference Call
Skyworks will host a conference call with analysts to discuss its third fiscal quarter 2011
results and business outlook today at 5:00 p.m. Eastern time. To listen to the conference call via
the Internet, please visit the investor relations section of Skyworks Web site. To listen to the
conference call via telephone, please call 888-278-8476 (domestic) or 913-312-0846 (international),
confirmation code: 1581426.
Playback of the conference call will begin at 9:00 p.m. Eastern time on July 21, and end at
9:00 p.m. Eastern time on July 28. The replay will be available on Skyworks Web site or by
calling 888-203-1112 (domestic) or 719-457-0820 (international), pass code: 1581426.
About Skyworks
Skyworks Solutions, Inc. is an innovator of high reliability analog and mixed signal
semiconductors. Leveraging core technologies, Skyworks offers diverse standard and custom linear
products supporting automotive, broadband, cellular infrastructure, energy management, industrial,
medical, military and mobile handset applications. The Companys portfolio includes amplifiers,
attenuators, detectors, diodes, directional couplers, front-end modules, hybrids, infrastructure RF
subsystems, mixers/demodulators, optocouplers, phase shifters, PLLs/synthesizers/VCOs, power
dividers/combiners, receivers, switches and technical ceramics.
Headquartered in Woburn, Mass., Skyworks is worldwide with engineering, manufacturing, sales
and service facilities throughout Asia, Europe and North America. For more information, please
visit Skyworks Web site at: www.skyworksinc.com.
Safe Harbor Statement
This news release includes forward-looking statements intended to qualify for the safe
harbor from liability established by the Private Securities Litigation Reform Act of 1995. These
forward-looking statements include without limitation information relating to future results and
expectations of Skyworks (including without limitation certain projections and business trends).
Forward-looking statements can often be identified by words such as anticipates, expects,
forecasts, intends, believes, plans, may, will, or continue, and similar expressions
and variations or negatives of these words. All such statements are subject to certain risks,
uncertainties and other important factors that could cause actual results to differ materially and
adversely from those projected, and may affect our future operating results, financial position and
cash flows.
These risks, uncertainties and other important factors include, but are not limited to:
whether we are able to satisfy the closing conditions and close our acquisition of Advanced
Analogic Technologies; whether we are able to successfully integrate SiGe Semiconductors and/or
Advanced Analogic Technologies operations; uncertainty regarding global economic and financial
market conditions; the susceptibility of the wireless semiconductor industry and the markets
addressed by our, and our customers, products to economic downturns; the timing, rescheduling or
cancellation of significant customer orders and our ability, as well as the ability of our
customers, to manage inventory; losses or curtailments of
Q3 FY11 Earnings Press Release
purchases or payments from key customers, or the timing of customer inventory adjustments; the
availability and pricing of third party semiconductor foundry, assembly and test capacity, raw
materials and supplier components; changes in laws, regulations and/or policies in the United
States that could adversely affect financial markets and our ability to raise capital; our ability
to develop, manufacture and market innovative products in a highly price competitive and rapidly
changing technological environment; economic, social and political conditions in the countries in
which we, our customers or our suppliers operate, including security and health risks, possible
disruptions in transportation networks and fluctuations in foreign currency exchange rates;
fluctuations in our manufacturing yields due to our complex and specialized manufacturing
processes; delays or disruptions in production due to equipment maintenance, repairs and/or
upgrades; our reliance on several key customers for a large percentage of our sales; fluctuations
in the manufacturing yields of our third party semiconductor foundries and other problems or delays
in the fabrication, assembly, testing or delivery of our products; our ability to timely and
accurately predict market requirements and evolving industry standards, and to identify
opportunities in new markets; uncertainties of litigation, including potential disputes over
intellectual property infringement and rights, as well as payments related to the licensing and/or
sale of such rights; our ability to rapidly develop new products and avoid product obsolescence;
our ability to retain, recruit and hire key executives, technical personnel and other employees in
the positions and numbers, with the experience and capabilities, and at the compensation levels
needed to implement our business and product plans; lengthy product development cycles that impact
the timing of new product introductions; unfavorable changes in product mix; the quality of our
products and any remediation costs; shorter than expected product life cycles; problems or delays
that we may face in shifting our products to smaller geometry process technologies and in achieving
higher levels of design integration; and our ability to continue to grow and maintain an
intellectual property portfolio and obtain needed licenses from third parties, as well as other
risks and uncertainties, including but not limited to those detailed from time to time in our
filings with the Securities and Exchange Commission.
These forward-looking statements are made only as of the date hereof, and we undertake no
obligation to update or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
Note to Editors: Skyworks and Skyworks Solutions are trademarks or registered trademarks of
Skyworks Solutions, Inc. or its subsidiaries in the United States and in other countries. All other
brands and names listed are trademarks of their respective companies.
Additional Information about the Advanced Analogic Technologies Incorporated Transaction and Where
to Find It
Skyworks filed with the Securities and Exchange Commission (SEC) on June 17, 2011 a
Registration Statement on Form S-4 and plans to file a Registration Statement on Form S-8 in
connection with its pending acquisition of Advanced Analogic Technologies Incorporated, and
Advanced Analogic Technologies filed on June 17, 2011 with the SEC a Proxy Statement/Prospectus in
connection with the transaction which it plans to mail to its stockholders. The Registration
Statementon Form S-4 and the Proxy Statement/Prospectus contain, and the Registration Statement on
Form S-8 when it becomes available will contain, important information about Skyworks, Advanced
Analogic Technologies, the transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ CAREFULLY THE REGISTRATION STATEMENTS AND PROXY STATEMENT/PROSPECTUS AS THEY BECOME
AVAILABLE.
Investors and security holders can to obtain free copies of the Registration Statement on Form
S-4 (and the Registration Statement on Form S-8 when it becomes available) and the Proxy
Statement/Prospectus and other documents filed with the SEC by Skyworks and Advanced Analogic
Technologies through the website maintained by the SEC at http://www.sec.gov.
In addition, investors and security holders may obtain free copies of the Registration
Statement on Form S-4 (and the Registration Statement on Form S-8 when it becomes available) and
the Proxy Statement/Prospectus from Skyworks by contacting Skyworks Investor Relations at (949)
231-4700, or by accessing Skyworks investor relations website at http://www.skyworksinc.com; or
from Advanced Analogic Technologies by contacting Advanced Analogic Technologies Investor
Relations at The
Q3 FY11 Earnings Press Release
Blueshirt Group, Lisa Laukkanen, at (415) 217-4967 or by accessing Advanced Analogic
Technologies investor relations website at http://www.analogictech.com.
Participants in the Solicitation
Skyworks and Advanced Analogic Technologies, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies in respect of the vote by
Advanced Analogic Technologies stockholders on the acquisition of Advanced Analogic Technologies by
Skyworks. Information about the directors and executive officers of Skyworks and Advanced Analogic
Technologies are set forth in Skyworks and Advanced Analogic Technologies most recent Form
10-K/A, which were filed with the SEC on January 31, 2011 and May 2, 2011, respectively, as well as
Skyworks proxy statement dated, and filed with the SEC on, April 7, 2011. Investors may obtain
additional information regarding the interest of Skyworks and its directors and officers, and
Advanced Analogic Technologies and its directors and executive officers in the proposed
transaction, by reading the Registration Statement on Form S-4 and the Proxy Statement/Prospectus
regarding the transaction and the Registration Statement on Form S-8 when it becomes available.
# # #
SKYWORKS SOLUTIONS, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
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|
|
|
|
|
|
|
|
Three Months Ended |
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Nine Months Ended |
|
|
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
(in thousands, except per share amounts) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
Net revenue |
|
$ |
356,075 |
|
|
$ |
275,370 |
|
|
$ |
1,016,606 |
|
|
$ |
758,566 |
|
Cost of goods sold |
|
|
199,850 |
|
|
|
157,104 |
|
|
|
570,862 |
|
|
|
437,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
156,225 |
|
|
|
118,266 |
|
|
|
445,744 |
|
|
|
320,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
43,067 |
|
|
|
34,882 |
|
|
|
121,228 |
|
|
|
98,731 |
|
Selling, general and administrative |
|
|
35,451 |
|
|
|
29,451 |
|
|
|
98,167 |
|
|
|
84,164 |
|
Restructuring and other charges |
|
|
1,475 |
|
|
|
(1,040 |
) |
|
|
1,475 |
|
|
|
(1,040 |
) |
Amortization of intangibles |
|
|
4,006 |
|
|
|
1,501 |
|
|
|
7,246 |
|
|
|
4,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
83,999 |
|
|
|
64,794 |
|
|
|
228,116 |
|
|
|
186,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
72,226 |
|
|
|
53,472 |
|
|
|
217,628 |
|
|
|
134,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(465 |
) |
|
|
(867 |
) |
|
|
(1,463 |
) |
|
|
(3,619 |
) |
Gain (loss) on early retirement of convertible debt |
|
|
|
|
|
|
45 |
|
|
|
|
|
|
|
(79 |
) |
Other (loss) income, net |
|
|
(2 |
) |
|
|
19 |
|
|
|
(185 |
) |
|
|
(300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
71,759 |
|
|
|
52,669 |
|
|
|
215,980 |
|
|
|
130,319 |
|
Provision for income taxes |
|
|
20,211 |
|
|
|
17,933 |
|
|
|
53,604 |
|
|
|
39,829 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
51,548 |
|
|
$ |
34,736 |
|
|
$ |
162,376 |
|
|
$ |
90,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.28 |
|
|
$ |
0.20 |
|
|
$ |
0.89 |
|
|
$ |
0.52 |
|
Diluted |
|
$ |
0.27 |
|
|
$ |
0.19 |
|
|
$ |
0.85 |
|
|
$ |
0.50 |
|
Weighted average shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
183,750 |
|
|
|
175,495 |
|
|
|
182,642 |
|
|
|
174,220 |
|
Diluted |
|
|
191,380 |
|
|
|
183,889 |
|
|
|
190,628 |
|
|
|
182,072 |
|
SKYWORKS SOLUTIONS, INC.
UNAUDITED RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
(in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
GAAP gross profit |
|
$ |
156,225 |
|
|
$ |
118,266 |
|
|
$ |
445,744 |
|
|
$ |
320,674 |
|
Share-based compensation expense [a] |
|
|
2,178 |
|
|
|
921 |
|
|
|
5,397 |
|
|
|
2,752 |
|
Acquisition-related expense [b] |
|
|
1,617 |
|
|
|
|
|
|
|
1,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP gross profit |
|
$ |
160,020 |
|
|
$ |
119,187 |
|
|
$ |
452,758 |
|
|
$ |
323,426 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP gross margin % |
|
|
44.9 |
% |
|
|
43.3 |
% |
|
|
44.5 |
% |
|
|
42.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
(in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
GAAP operating income |
|
$ |
72,226 |
|
|
$ |
53,472 |
|
|
$ |
217,628 |
|
|
$ |
134,317 |
|
Share-based compensation expense [a] |
|
|
14,543 |
|
|
|
9,435 |
|
|
|
42,688 |
|
|
|
26,239 |
|
Acquisition-related expense [b] |
|
|
2,857 |
|
|
|
|
|
|
|
3,505 |
|
|
|
|
|
Litigation settlement gains and losses [c] |
|
|
2,300 |
|
|
|
|
|
|
|
2,300 |
|
|
|
|
|
Amortization of intangible assets |
|
|
4,006 |
|
|
|
1,501 |
|
|
|
7,246 |
|
|
|
4,502 |
|
Restructuring & other charges (credits) [d] |
|
|
1,475 |
|
|
|
(1,040 |
) |
|
|
1,475 |
|
|
|
(1,040 |
) |
Deferred executive compensation |
|
|
143 |
|
|
|
173 |
|
|
|
451 |
|
|
|
519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating income |
|
$ |
97,550 |
|
|
$ |
63,541 |
|
|
$ |
275,293 |
|
|
$ |
164,537 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating margin % |
|
|
27.4 |
% |
|
|
23.1 |
% |
|
|
27.1 |
% |
|
|
21.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
(in thousands) |
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
GAAP net income |
|
$ |
51,548 |
|
|
$ |
34,736 |
|
|
$ |
162,376 |
|
|
$ |
90,490 |
|
Share-based compensation expense [a] |
|
|
14,543 |
|
|
|
9,435 |
|
|
|
42,688 |
|
|
|
26,239 |
|
Acquisition-related expense [b] |
|
|
2,857 |
|
|
|
|
|
|
|
3,505 |
|
|
|
|
|
Litigation settlement gains and losses [c] |
|
|
2,300 |
|
|
|
|
|
|
|
2,300 |
|
|
|
|
|
Amortization of intangible assets |
|
|
4,006 |
|
|
|
1,501 |
|
|
|
7,246 |
|
|
|
4,502 |
|
Restructuring & other charges (credits) [d] |
|
|
1,475 |
|
|
|
(1,040 |
) |
|
|
1,475 |
|
|
|
(1,040 |
) |
Deferred executive compensation |
|
|
143 |
|
|
|
173 |
|
|
|
451 |
|
|
|
519 |
|
(Gain) loss on early retirement of convertible debt [e] |
|
|
|
|
|
|
(45 |
) |
|
|
|
|
|
|
79 |
|
Amortization of discount on convertible debt [f] |
|
|
339 |
|
|
|
478 |
|
|
|
1,000 |
|
|
|
2,180 |
|
Tax adjustments [g] |
|
|
15,827 |
|
|
|
13,511 |
|
|
|
35,423 |
|
|
|
27,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income |
|
$ |
93,038 |
|
|
$ |
58,749 |
|
|
$ |
256,464 |
|
|
$ |
150,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
July 1, |
|
|
July 2, |
|
|
July 1, |
|
|
July 2, |
|
|
|
2011 |
|
|
2010 |
|
|
2011 |
|
|
2010 |
|
GAAP net income per share, diluted |
|
$ |
0.27 |
|
|
$ |
0.19 |
|
|
$ |
0.85 |
|
|
$ |
0.50 |
|
Share-based compensation expense [a] |
|
|
0.08 |
|
|
|
0.05 |
|
|
|
0.22 |
|
|
|
0.14 |
|
Acquisition-related expense [b] |
|
|
0.02 |
|
|
|
|
|
|
|
0.02 |
|
|
|
|
|
Litigation settlement gains and losses [c] |
|
|
0.01 |
|
|
|
|
|
|
|
0.01 |
|
|
|
|
|
Amortization of intangible assets |
|
|
0.02 |
|
|
|
0.01 |
|
|
|
0.04 |
|
|
|
0.03 |
|
Restructuring & other charges (credits) [d] |
|
|
0.01 |
|
|
|
|
|
|
|
0.01 |
|
|
|
|
|
Amortization of discount on convertible debt [f] |
|
|
|
|
|
|
|
|
|
|
0.01 |
|
|
|
0.01 |
|
Tax adjustments [g] |
|
|
0.08 |
|
|
|
0.07 |
|
|
|
0.19 |
|
|
|
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP net income per share, diluted |
|
$ |
0.49 |
|
|
$ |
0.32 |
|
|
$ |
1.35 |
|
|
$ |
0.83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SKYWORKS SOLUTIONS, INC.
DISCUSSION REGARDING THE USE OF NON-GAAP FINANCIAL MEASURES
Our earnings release contains some or all of the following financial measures which have not been
calculated in accordance with United States Generally Accepted Accounting Principles (GAAP): (i)
non-GAAP gross profit and gross margin, (ii) non-GAAP operating income and operating margin, (iii)
non-GAAP net income, and (iv) non-GAAP net income per share (diluted). As set forth in the
Unaudited Reconciliation of Non-GAAP Financial Measures table found above, we derive such
non-GAAP financial measures by excluding certain expenses and other items from the respective GAAP
financial measure that is most directly comparable to each non-GAAP financial measure. Management
uses these non-GAAP financial measures to evaluate our operating performance and compare it
against past periods, make operating decisions, forecast for future periods, compare operating
performance against peer companies and determine payments under certain compensation programs.
These non-GAAP financial measures provide management with additional means to understand and
evaluate the operating results and trends in our ongoing business by eliminating certain
non-recurring expenses (which may not occur in each period presented) and other items that
management believes might otherwise make comparisons of our ongoing business with prior periods and
competitors more difficult, obscure trends in ongoing operations or reduce managements ability to
make useful forecasts.
We provide investors with non-GAAP gross profit and gross margin, non-GAAP operating income and
operating margin and non-GAAP net income because we believe it is important for investors to be
able to closely monitor and understand changes in our ability to generate income from ongoing
business operations. We believe these non-GAAP financial measures give investors an additional
method to evaluate historical operating performance and identify trends, additional means of
evaluating period-over-period operating performance and a method to facilitate certain comparisons
of operating results to peer companies. We also believe that providing non-GAAP operating income
and operating margin allows investors to assess the extent to which ongoing operations impact our
overall financial performance. We further believe that providing non-GAAP net income and non-GAAP
net income per share (diluted) allows investors to assess the overall financial performance of
ongoing operations by eliminating the impact of certain financing decisions related to our
convertible debt and certain tax items which may not occur in each period for which financial
information is presented and which represent gains or losses unrelated to our ongoing operations.
We believe that disclosing these non-GAAP financial measures contributes to enhanced financial
reporting transparency and provides investors with added clarity about complex financial
performance measures.
We calculate non-GAAP gross profit by excluding from GAAP gross profit, stock compensation expense,
restructuring-related charges and acquisition-related expenses. We calculate non-GAAP operating
income by excluding from GAAP operating income, stock compensation expense, restructuring-related
charges, acquisition-related expenses, litigation settlement gains and losses and certain deferred
executive compensation. We calculate non-GAAP net income and net income per share (diluted) by
excluding from
GAAP net income and net income per share (diluted), stock compensation expense,
restructuring-related charges, acquisition-related expenses, litigation settlement gains and
losses, amortization of discount on convertible debt, and certain deferred executive compensation,
as well as certain items related to the retirement of convertible debt, and certain tax items,
which may not occur in all periods for which financial information is presented. We exclude the
items identified above from the respective non-GAAP financial measure referenced above for the
reasons set forth with respect to each such excluded item below:
Stock Compensation because (1) the total amount of expense is partially outside of our control
because it is based on factors such as stock price volatility and interest rates, which may be
unrelated to our performance during the period in which the expense is incurred, (2) it is an
expense based upon a valuation methodology premised on assumptions that vary over time, and (3) the
amount of the expense can vary significantly between companies due to factors that can be outside
of the control of such companies.
Acquisition-Related Expenses including such items as, when applicable, amortization of acquired
intangible assets, fair value adjustments to contingent consideration, fair value charges incurred
upon the sale of acquired inventory, acquisition-related professional fees and deemed compensation
expenses, because they are not considered by management in making operating decisions and we
believe that such expenses do not have a direct correlation to future business operations and
thereby including such charges does not accurately reflect the performance of our ongoing
operations for the period in which such charges are incurred.
Litigation settlement gains and losses including gains and losses related to the resolution of
other than ordinary course threatened and actually filed lawsuits and other than ordinary course
contractual disputes, because (1) they are not considered by management in making operating
decisions, (2) such gains and losses tend to be infrequent in nature, (3) such gains and losses are
generally not directly controlled by management, (4) we believe such gains and losses do not
necessarily reflect the performance of our ongoing operations for the period in which such charges
are recognized and (5) the amount of such gains or losses can vary significantly between companies
and make comparisons difficult.
Restructuring-Related Charges because, to the extent such charges impact a period presented, we
believe that they have no direct correlation to future business operations and including such
charges does not necessarily reflect the performance of our ongoing operations for the period in
which such charges are incurred.
Deferred Executive Compensation including charges related to any contingent obligation pursuant
to an executive severance agreement
because we believe the period over which the obligation is amortized may not reflect the period of
benefit and that such expense has no direct correlation with our recurring business operations and
including such expenses does not accurately reflect the compensation expense for the period in
which incurred.
Amortization of Discount on Convertible Debt comprised of the amortization of the debt discount
recorded at inception of the convertible
debt borrowing related to the adoption of ASC 470-20,
because the expense is dependent on fair value assessments and is not considered by management when
making operating decisions.
Gains and Losses on Retirement of Convertible Debt because, to the extent that gains or losses
from such repurchases impact a period presented, we do not believe that they reflect the underlying
performance of ongoing business operations for such period.
Certain Income Tax Items including certain deferred tax charges and benefits which do not result
in a current tax payment or tax refund and other adjustments which are not indicative of ongoing
business operations.
The non-GAAP financial measures presented in the table above should not be considered in isolation
and are not an alternative for, the respective GAAP financial measure that is most directly
comparable to each such non-GAAP financial measure. Investors are cautioned against placing undue
reliance on these non-GAAP financial measures and are urged to review and consider carefully the
adjustments made by management to the most directly comparable GAAP financial measures to arrive at
these non-GAAP financial measures. Non-GAAP financial measures may have limited value as
analytical tools because they may exclude certain expenses that some investors consider important
in evaluating operating performance or ongoing business. Further, non-GAAP financial measures are
likely to have limited value for purposes of drawing comparisons between companies because
different companies may calculate similarly titled non-GAAP financial measures in different ways
because non-GAAP measures are not based on any comprehensive set of accounting rules or principles.
Our earnings release contains a forward looking estimate of non-GAAP diluted earnings per
share for the fourth quarter of our 2011 fiscal year (Q4 2011). We provide this non-GAAP
measure to investors on a prospective basis for the same reasons (set forth above) that we provide
them to investors on a historical basis. We are unable to provide a reconciliation of our forward
looking estimate of Q4 2011 non-GAAP diluted earnings per share to a forward looking estimate of Q4
2011 GAAP diluted earnings per share because certain information needed to make a reasonable
forward looking estimate of GAAP diluted earnings per share for Q4 2011 (other than estimated stock
compensation expense of $0.08 per diluted share, certain tax items of $0.06 per diluted share,
estimated acquisition related expense of $0.09 per diluted share and estimated deferred executive
compensation expense and restructuring and other charges with a de minimis impact per diluted
share) is difficult to predict and estimate and is often dependent on future events which may be
uncertain or outside of our control. Such events may include unanticipated gains and losses on
retirement of convertible debt, unanticipated one time charges related to asset impairments (fixed
assets, intangibles or goodwill), unanticipated acquisition related costs, unanticipated litigation
settlement gains and losses and other unanticipated non-recurring items not reflective of ongoing
operations. We believe the probable significance of these unknown items, in aggregate, to be in
the range of $0.00 to $0.05 in quarterly earnings per diluted share on a GAAP basis. Our forward
looking estimates of both GAAP and non-GAAP measures of our financial performance may differ
materially from our actual results and should not be relied upon as statements of fact.
[a] |
|
These charges represent expense recognized in accordance with ASC 718 Compensation, Stock Compensation.
Approximately $2.2 million, $4.2 million and $8.1 million were included in cost of goods sold, research and
development expense and selling, general and administrative expense, respectively, for the three months ended July 1, 2011.
Approximately $5.4 million, $13.1 million and $24.2 million were included in cost of goods sold, research and
development expense and selling, general and administrative expense, respectively, for the nine months ended July 1, 2011. |
|
|
|
For the three months ended July 2, 2010, approximately $0.9 million, $1.9 million and $6.6 million were included in costs of goods
sold, research and development expense and selling, general and administrative expense, respectively.
For the nine months ended July 2, 2010, approximately $2.8 million, $5.4 million and $18.0 million were included in costs of goods
sold, research and development expense and selling, general and administrative expense, respectively. |
|
[b] |
|
The acquisition-related expense recognized during the three months and nine months ended July 1, 2011 includes a $1.6 million
charge to cost of sales related to the sale of acquired inventory. Also included in acquisition-related expense is $1.2 million and
$1.9 million in transaction costs associated with acquisitions completed or contemplated during the three months and nine months
ended July 1, 2011, respectively. |
|
[c] |
|
During the three month period ended July 1, 2011, the Company recognized a $2.3 million charge related to the resolution of a
contractual dispute. |
|
[d] |
|
During the three months ended July 1, 2011, the Company implemented a restructuring plan to reduce the headcount associated with its
acquisition of SiGe Semiconductor, Inc. |
|
|
|
For the three months ended July 2, 2010, the Company recorded a $1.0 million credit to restructuring and other charges related to
the sale of an impaired long-lived asset. |
|
[e] |
|
The gain recorded during the three months ended July 2, 2010 relates to the retirement of $20.4 million of the Companys
1.50% convertible subordinated notes due on March 1, 2012. |
|
|
|
The net loss recorded during the nine months ended July 2, 2010 relates to a loss on the retirement
of $32.6 million of the Companys 1.25% convertible subordinated notes due on March 1, 2010 offset by a gain
on the retirement of $20.4 million of the Companys 1.50% convertible subordinated notes due on March 1, 2012. |
|
[f] |
|
These charges represent the amortization expense recognized in accordance with ASC 470-20. Approximately, $0.3 million and
$1.0 million, respectively, of amortization expense was recognized during the three months and nine months ended July 1, 2011. |
|
|
|
Approximately $0.5 and $2.2 million, respectively, of amortization expense was recognized during the three months and nine
months ended July 2, 2010. |
|
[g] |
|
During the three months and nine months ended July 1, 2011 and July 2, 2010, these amounts primarily represent the utilization
of net operating loss and research and development credit carryforwards. |
SKYWORKS SOLUTIONS, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
July 1, |
|
|
Oct. 1, |
|
(in thousands) |
|
2011 |
|
|
2010 |
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
310,357 |
|
|
$ |
459,385 |
|
Accounts receivable, net |
|
|
186,129 |
|
|
|
175,232 |
|
Inventories |
|
|
188,795 |
|
|
|
125,059 |
|
Prepaid expenses and other current assets |
|
|
26,852 |
|
|
|
30,189 |
|
Property, plant and equipment, net |
|
|
252,755 |
|
|
|
204,363 |
|
Goodwill and intangible assets, net |
|
|
768,996 |
|
|
|
498,096 |
|
Other assets |
|
|
71,715 |
|
|
|
71,728 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,805,599 |
|
|
$ |
1,564,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Credit facility |
|
$ |
|
|
|
$ |
50,000 |
|
Convertible notes |
|
|
25,744 |
|
|
|
|
|
Accounts payable |
|
|
116,648 |
|
|
|
111,967 |
|
Accrued liabilities and other current liabilities |
|
|
101,957 |
|
|
|
42,357 |
|
Long-term debt |
|
|
|
|
|
|
24,743 |
|
Other long-term liabilities |
|
|
29,076 |
|
|
|
18,389 |
|
Stockholders equity |
|
|
1,532,174 |
|
|
|
1,316,596 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
1,805,599 |
|
|
$ |
1,564,052 |
|
|
|
|
|
|
|
|