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
Commission File No.: 000-51349
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Skyworks Media Relations:
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Skyworks Investor Relations: |
Pilar Barrigas
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Stephen Ferranti |
949-231-3061
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781-376-3056 |
Skyworks Affirms Above Market Growth Outlook
Reiterates Strong Guidance Ahead of This Weeks Investor Meetings;
Outlook Excludes Recently Announced Acquisitions
WOBURN, Mass. June 7, 2011 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 Companys 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 Companys portfolio includes amplifiers,
attenuators, detectors, diodes, directional couplers, front-end modules, hybrids, infrastructure RF
-more-
SWKS Affirms Outlook
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 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 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.
SWKS Affirms Outlook
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 managements 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
SWKS Affirms Outlook
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
SWKS Affirms Outlook
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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