Skyworks Solutions, Inc. (NASDAQ: SWKS), an innovator of high
reliability analog and mixed signal semiconductors enabling a broad
range of end markets, today announced, ahead of a non-deal road
show, it is affirming its outlook for above market growth,
excluding its recently announced acquisitions. In April 2011,
Skyworks guided to approximately $345 million in revenue with
non-GAAP diluted earnings per share of $0.46 for the current
quarter. Further, during the earnings conference call, the Company
indicated it was on a path to approach a $1.5 billion revenue run
rate with $2.00 in annualized non-GAAP diluted earnings per share
in the September quarter. This growth outlook is being driven by
the Company’s broad customer base, diversification into new markets
and increasing share gains.
“Skyworks’ core business continues to outperform our addressed
markets and we believe this will be clearly reflected in our
performance and guidance,” said Donald W. Palette, vice president
and chief financial officer of Skyworks. “To be clear, our revenue
and non-GAAP earnings outlook for both the June and September
quarters is before we add the accretive SiGe and Advanced Analogic
Technologies acquisitions.”
For further information regarding use of non-GAAP estimates in
this press release, please refer to the Discussion Regarding the
Use of Non-GAAP Financial Estimates set forth below.
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 Company’s portfolio includes amplifiers,
attenuators, detectors, diodes, directional couplers, front-end
modules, hybrids, infrastructure RF subsystems,
mixers/demodulators, 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 SiGe Semiconductor and/or
Advanced Analogic Technologies; whether we are able to successfully
integrate SiGe Semiconductor's 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 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 Transaction and Where to
Find It
Skyworks plans to file with the Securities and Exchange
Commission (“SEC”) Registration Statements on Form S-4 and S-8 in
connection with its pending acquisition of Advanced Analogic
Technologies Incorporated, and Advanced Analogic Technologies plans
to file with the SEC and mail to its stockholders a Proxy
Statement/Prospectus in connection with the transaction. The
Registration Statements and the Proxy Statement/Prospectus will
contain important information about Skyworks, Advanced Analogic
Technologies, the transaction and related matters. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENTS AND
PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE.
Investors and security holders will be able to obtain free
copies of the Registration Statements 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 will be able to
obtain free copies of the Registration Statements and 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 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
Statements and Proxy Statement/Prospectus regarding the transaction
when it becomes available.
DISCUSSION REGARDING THE USE OF NON-GAAP FINANCIAL
ESTIMATES
This press release contains forward looking estimates of
Non-GAAP diluted earnings per share which have not been calculated
in accordance with United States Generally Accepted Accounting
Principles (GAAP). We estimate such forward looking non-GAAP
diluted earnings per share by excluding certain expenses and other
items from the respective GAAP financial estimate. Management uses
certain non-GAAP financial measures, including diluted earnings per
share 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. Such
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 more difficult, obscure
trends in ongoing operations or reduce management's ability to make
useful forecasts.
We provide investors with non-GAAP financial measures 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 such non-GAAP financial
measures give investors a more effective 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 further believe that providing non-GAAP diluted
earnings per share allows investors to better assess the overall
financial performance of ongoing operations by eliminating the
impact of certain financing decisions related to our convertible
debt, acquisition related charges 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 non-GAAP financial
measures contributes to enhanced financial reporting transparency
and provides investors with added clarity.
We calculate non-GAAP diluted earnings per share by excluding
from GAAP diluted earnings per share, stock compensation expense,
restructuring-related charges, acquisition-related expenses,
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 non-GAAP
diluted earnings per share 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.
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 accurately reflect the performance of our ongoing
operations for the period in which such charges are incurred.
Acquisition-Related Expenses - including, when applicable,
amortization of acquired intangible assets, 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.
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 or financing
decisions.
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.
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 this press release
should not be considered in isolation and are not an alternative
for, the respective GAAP financial measure that is most directly
comparable. Investors are cautioned against placing undue reliance
on such 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.
This press release contains a forward looking estimate of
non-GAAP diluted earnings per share for the third quarter of our
2011 fiscal year ("Q3 2011"). We provide such non-GAAP measures 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 non-GAAP diluted earnings per share to a forward
looking estimate of GAAP diluted earnings per share because certain
information needed to make a reasonable forward looking estimate of
GAAP diluted earnings per share for Q3 2011 (other than estimated
stock compensation expense of $0.09 per diluted share, certain tax
items of $0.07 per diluted share and estimated deferred executive
compensation expense 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 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 $0.02 to $0.07 in quarterly earnings per diluted share on
a GAAP basis.
This press release also contains a forward
looking estimate of non-GAAP diluted earnings per share for the
fourth quarter of our 2011 fiscal year ("Q4 2011"). We are unable
to provide a reconciliation of our forward looking estimate of
non-GAAP diluted earnings per share to a forward looking estimate
of 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 $0.10 per diluted share on a quarterly
basis, certain tax items of $0.08 per diluted share on a quarterly
basis and estimated deferred executive compensation expense with a
de minimis impact per diluted share on a quarterly basis) is
difficult to predict and estimate and is often dependent on future
events which may be uncertain or outside of our control. We believe
the probable significance of these unknown items, in aggregate to
be in the range of $0.02 to $0.07 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.
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