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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 27, 2002
Commission file number 1-5560
SKYWORKS SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2302115
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
20 SYLVAN ROAD, WOBURN, MASSACHUSETTS 01801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 376-3000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT JANUARY 24, 2003
COMMON STOCK, PAR VALUE $.25 PER SHARE 138,081,195
TABLE OF CONTENTS
PAGE
PART 1 FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Balance Sheets - December 31, 2002 (Unaudited) and September 30, 2002 3
Consolidated Statements of Operations - Three Months Ended
December 31, 2002 and December 31, 2001 (Unaudited) ........................ 4
Consolidated Statements of Cash Flows - Three Months Ended
December 31, 2002 and December 31, 2001 (Unaudited) ........................ 5
Notes to Interim Consolidated Financial Statements ............................... 6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations .................................................. 15
Item 3 - Quantitative and Qualitative Disclosures About Market Risk .................. 34
Item 4 - Controls and Procedures ..................................................... 35
PART 2 OTHER INFORMATION
Item 1 - Legal Proceedings ........................................................... 36
Item 2 - Changes in Securities and Use of Proceeds ................................... 36
Item 6 - Exhibits and Reports on Form 8-K ............................................ 37
Signatures ........................................................................... 39
Certifications ....................................................................... 40
2
PART I - FINANCIAL INFORMATION
ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS
SKYWORKS SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per share amounts)
DECEMBER 31, SEPTEMBER 30,
2002 2002
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents .................................................. $ 94,263 $ 53,358
Receivables, net of allowance for doubtful accounts of $1,662 and $1,324.... 109,907 94,425
Inventories ................................................................ 48,263 55,643
Other current assets ....................................................... 15,464 23,970
----------- ----------
Total current assets ............................................... 267,897 227,396
Property, plant and equipment, less accumulated depreciation and amortization
of $208,419 and $202,436 ................................................ 140,090 143,773
Property held for sale ...................................................... 8,455 --
Goodwill and intangible assets, less accumulated amortization of $1,802 and
$915 ..................................................................... 940,769 940,686
Deferred income taxes ....................................................... 22,476 22,487
Other assets ................................................................ 21,956 12,570
----------- -----------
Total assets ...................................................... $ 1,401,643 $ 1,346,912
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt ....................................... $ 129 $ 129
Accounts payable ........................................................... 45,727 45,350
Accrued compensation and benefits .......................................... 20,239 17,585
Other current liabilities .................................................. 37,866 84,563
----------- -----------
Total current liabilities .......................................... 103,961 147,627
Long-term debt, less current maturities ..................................... 275,005 180,039
Long-term liabilities ....................................................... 4,340 4,270
----------- -----------
Total liabilities .................................................. 383,306 331,936
Commitments and contingencies ............................................... -- --
STOCKHOLDERS' EQUITY:
Preferred stock, no par value: 25,000 authorized, no shares issued .......... -- --
Common stock, $0.25 par value: 525,000 shares authorized; 138,011 and 137,589
shares issued and outstanding ............................................ 34,503 34,397
Additional paid-in capital .................................................. 1,153,269 1,150,856
Accumulated deficit ......................................................... (169,402) (170,193)
Deferred compensation, net of accumulated amortization of $104 and $53....... (33) (84)
----------- -----------
Total stockholders' equity ......................................... 1,018,337 1,014,976
----------- -----------
Total liabilities and stockholders' equity ......................... $ 1,401,643 $ 1,346,912
=========== ===========
See accompanying notes to these consolidated financial statements.
3
SKYWORKS SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share amounts)
THREE MONTHS ENDED
DECEMBER 31,
2002 2001
---- ----
Net revenues ........................................ $ 160,194 $ 93,760
Cost of goods sold .................................. 95,074 77,806
--------- ---------
Gross margin ........................................ 65,120 15,954
Operating expenses:
Research and development .......................... 37,301 32,181
Selling, general and administrative ............... 20,252 10,636
Amortization ...................................... 1,127 3,937
--------- ---------
Total operating expenses .................. 58,680 46,754
--------- ---------
Operating income (loss) ............................. 6,440 (30,800)
Other income (expense):
Interest expense ................................... (5,734) --
Other income, net .................................. 823 52
--------- ---------
Total other income (expense), net ......... (4,911) 52
--------- ---------
Income (loss) before income taxes ................... 1,529 (30,748)
Provision for income taxes .......................... 738 3,549
--------- ---------
Net income (loss) ................................... $ 791 $ (34,297)
========= =========
Net income per common share:
Basic .............................................. $ 0.01
=========
Diluted ............................................ $ 0.01
=========
Weighted average number of common shares outstanding:
Basic .............................................. 137,896
=========
Diluted ............................................ 140,109
=========
See accompanying notes to these consolidated financial statements.
4
SKYWORKS SOLUTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
THREE MONTHS ENDED
DECEMBER 31,
2002 2001
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ............................................................ $ 791 $ (34,297)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation ............................................................ 9,108 11,863
Amortization ............................................................ 1,127 3,937
Amortization of deferred financing costs ................................ 271 --
Contribution of common shares to Savings and Retirement Plans ............ 1,471 --
Loss on sale of assets .................................................. 52 60
Deferred income taxes ................................................... 301 --
Changes in assets and liabilities:
Receivables, net ........................................................ (15,482) (2,811)
Inventories ............................................................. 7,380 (5,647)
Other assets ............................................................ 7,278 106
Accounts payable ........................................................ 377 (1,532)
Other liabilities ....................................................... (43,727) 12,001
--------- ---------
Net cash used in operating activities ................................. (31,053) (16,320)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ......................................................... (13,932) (1,571)
--------- ---------
Net cash used in investing activities ................................. (13,932) (1,571)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from unsecured notes offering ....................................... 230,000 --
Payments on notes payable .................................................... (135,034) --
Financing costs .............................................................. (9,409) --
Exercise of stock options..................................................... 333 --
Net transfers from Conexant .................................................. -- 20,640
--------- ---------
Net cash provided by investing activities ................................ 85,890 20,640
--------- ---------
Net increase in cash and cash equivalents .................................... 40,905 2,749
Cash and cash equivalents at beginning of period ............................. 53,358 1,998
--------- ---------
Cash and cash equivalents at end of period ................................... $ 94,263 $ 4,747
========= =========
Supplemental cash flow disclosures:
Taxes paid ................................................................... $ 767 $ --
========= =========
Interest paid ................................................................ $ 7,424 $ --
========= =========
Non-cash financing activities:
Conexant debt refinancing .................................................... $ 45,000 $ --
========= =========
See accompanying notes to these consolidated financial statements.
5
SKYWORKS SOLUTIONS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
Description of Business
On June 25, 2002, pursuant to an Agreement and Plan of Reorganization, dated as
of December 16, 2001, as amended as of April 12, 2002, by and among Alpha
Industries, Inc. ("Alpha"), Conexant Systems, Inc. ("Conexant") and Washington
Sub, Inc. ("Washington"), a wholly owned subsidiary of Conexant to which
Conexant spun off its wireless communications business, including its gallium
arsenide wafer fabrication facility located in Newbury Park, California, but
excluding certain assets and liabilities, Washington merged with and into Alpha
with Alpha as the surviving entity (the "Merger"). Following the Merger, Alpha
changed its corporate name to Skyworks Solutions, Inc. (the "Company" or
"Skyworks").
Immediately following completion of the Merger, the Company purchased Conexant's
semiconductor assembly, module manufacturing and test facility located in
Mexicali, Mexico, and certain related operations ("Mexicali Operations") for
$150 million. For financial accounting purposes, the sale of the Mexicali
Operations by Conexant to Skyworks Solutions was treated as if Conexant had
contributed the Mexicali Operations to Washington as part of the spin-off, and
the $150 million purchase price was treated as a return of capital to Conexant.
For purposes of these financial statements, the Washington business and the
Mexicali Operations are collectively referred to as Washington/Mexicali.
The Company is a leading wireless semiconductor company focused on providing
front-end modules, radio frequency ("RF") subsystems, semiconductor components
and complete system solutions to wireless handset and infrastructure customers
worldwide. The Company offers a comprehensive family of components and RF
subsystems, and also provides complete antenna-to-microphone semiconductor
solutions that support advanced 2.5G and 3G services.
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(the "SEC"). Certain information and footnote disclosures, normally included in
annual consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America, have been
condensed or omitted pursuant to those rules and regulations. However, in the
opinion of management, the financial information reflects all adjustments,
consisting of adjustments of a normal recurring nature necessary to present
fairly the financial position, results of operations, and cash flows of the
Company. The results of operations for the quarter ended December 31, 2002 are
not necessarily indicative of the results to be expected for the full year. This
information should be read in conjunction with the Company's financial
statements and notes thereto contained in the Company's Form 10-K for the fiscal
year ended September 27, 2002 as filed with the SEC. Prior-year financial
statements have been reclassified to conform to the fiscal 2003 presentations.
The Merger has been accounted for as a reverse acquisition whereby Washington
was treated as the acquirer and Alpha as the acquiree, primarily because
Conexant shareholders owned a majority, approximately 67 percent, of the Company
upon completion of the Merger. Under a reverse acquisition, the purchase price
of Alpha was based upon the fair market value of Alpha common stock for a
reasonable period of time before and after the announcement date of the Merger
and the fair value of Alpha stock options. The purchase price of Alpha was
allocated to the assets acquired and liabilities assumed by Washington, as the
acquiring company for accounting purposes, based upon their estimated fair
market value at the acquisition date. Because the Merger was accounted for as a
purchase of Alpha, the accompanying consolidated financial statements include
the assets, liabilities, operating results and cash flows of Washington/Mexicali
for all periods prior to the Merger, and the results of operations of Skyworks,
the combined company, for all periods subsequent to the Merger. Since the
historical financial statements of the Company after the Merger do not include
the historical financial results of Alpha for periods prior to June 25, 2002,
the financial statements may not be indicative of future results of operations
or the historical results that would have resulted if the Merger had occurred at
the beginning of a historical financial period.
6
The financial statements prior to the Merger were prepared using Conexant's
historical basis in the assets and liabilities and the historical operating
results of Washington/Mexicali during each respective period. The Company
believes the assumptions underlying the financial statements are reasonable.
However, we cannot assure you that the financial information included herein
reflects the combined assets, liabilities, operating results and cash flows of
the Company in the future or what they would have been had Washington/Mexicali
been a separate stand-alone entity and independent of Conexant during the
periods presented.
Conexant used a centralized approach to cash management and the financing of its
operations. Cash deposits from Washington/Mexicali were transferred to Conexant
on a regular basis and were netted against Conexant's net investment. As a
result, none of Conexant's cash, cash equivalents, marketable securities or debt
was allocated to Washington/Mexicali in the financial statements. Cash and cash
equivalents in the financial statements, prior to the acquisition, represented
amounts held by certain foreign operations of Washington/Mexicali. Changes in
equity represented funding from Conexant for working capital and capital
expenditure requirements after giving effect to Washington/Mexicali's transfers
to and from Conexant for its cash flows from operations through June 25, 2002.
Historically, Conexant provided financing for Washington/Mexicali and incurred
debt at the parent level. The financial statements for the periods prior to June
25, 2002 of Washington/Mexicali did not include an allocation of Conexant's debt
or the related interest expense. Therefore, the financial statements do not
necessarily reflect the financial position and results of operations of
Washington/Mexicali had it been an independent company as of the dates, and for
the periods, presented.
The financial statements for the periods prior to the Merger also include
allocations of certain Conexant operating expenses for research and development,
legal, accounting, treasury, human resources, real estate, information systems,
distribution, customer service, sales, marketing, engineering and other
corporate services provided by Conexant, including executive salaries and other
costs. The operating expense allocations have been determined on bases that
management considered to be reasonable reflections of the utilization of
services provided to, or the benefit received by, Washington/Mexicali.
Management believes that the expenses allocated to Washington/Mexicali are
representative of the operating expenses that would have been incurred had
Washington/Mexicali operated as an independent company.
Since the date of the Merger, the Company has been performing these functions
using its own resources or purchased services, including services obtained from
Conexant pursuant to a transition services agreement, most of which expired on
December 31, 2002.
FISCAL PERIODS -- The Company's fiscal year ends on the Friday closest to
September 30. For presentation purposes, references made to the periods ended
December 31, 2002, September 30, 2002 and December 31, 2001 relate to the actual
fiscal 2003 first quarter ended December 27, 2002, the actual fiscal year ended
September 27, 2002 and the actual fiscal 2002 first quarter ended December 28,
2001, respectively.
PROPERTY HELD FOR SALE -- Property held for sale at December 31, 2002 is related
to the relocation of certain operations to other facilities and is recorded at
fair value less estimated selling costs. The Company continues to actively
market the property.
DEFERRED FINANCING COSTS - Costs of refinancing are capitalized as an asset on
the Company's balance sheet and amortized on a straight-line basis over the life
of the financing.
GOODWILL AND INTANGIBLE ASSETS - The Company has adopted the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets." SFAS No. 142 addresses financial accounting and
reporting for acquired goodwill and other intangible assets. Goodwill and
intangible assets that have indefinite useful lives will not be amortized into
results of operations, but instead will be evaluated at least annually for
impairment and written down when the recorded value exceeds the estimated fair
value. The goodwill impairment test is a two-step process. The first step of the
impairment analysis, which must be completed by March 31, 2003, compares the
Company's fair value to its net book value. In determining fair value, SFAS No.
142 allows for the use of several valuation methodologies, although it states
quoted market prices are the best evidence of fair value. If the
7
Company's fair value is determined to be less than its net book value, the
second step of the impairment analysis must be performed to measure the amount
of the impairment charge, if any. As part of the first step, the Company has
determined that it has one reporting unit for purposes of performing the
fair-value based test of goodwill. This reporting unit is consistent with its
single operating segment, which management determined is appropriate under the
provisions of SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information." Step two of the analysis compares the implied fair value
of goodwill to its carrying amount. If the carrying amount of goodwill exceeds
its implied fair value, an impairment loss is recognized equal to that excess.
This step must be completed by September 30, 2003. The Company may be required
to record a substantial transitional impairment charge as a result of adopting
SFAS No. 142. The carrying value of goodwill and intangible assets, subject to
the transitional impairment test, is approximately $907.5 million at December
31, 2002.
PROVISION FOR INCOME TAXES - As a result of the Company's history of operating
losses and the expectation of future operating results, the Company determined
that it is more likely than not that historic and current year income tax
benefits will not be realized except for certain future deductions associated
with its Mexicali Operations in the post-spin-off period. Consequently, no
United States income tax benefit has been recognized relating to the U.S.
operating losses. As of December 31, 2002, the Company has established a
valuation allowance against all of its net U.S. deferred tax assets. Because our
foreign operations primarily report taxable income on a cost plus basis, the
foreign tax expense for the quarter ended December 31, 2002 has been calculated
based on the year to date income, rather than on annualized effective tax rate,
as this is the best estimate of the interim period tax expense. Deferred tax
assets have been recognized for foreign operations when management believes they
will be recovered during the carry forward period.
2. NEW ACCOUNTING PRONOUNCEMENTS
In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangibles." SFAS No. 141 requires the use of the purchase method of accounting
and eliminates the use of the pooling-of-interest method of accounting for
business combinations. SFAS No. 141 also requires that the Company recognize
acquired intangible assets apart from goodwill if the acquired intangible assets
meet certain criteria. SFAS No. 141 applies to all business combinations
initiated after June 30, 2001 and for purchase business combinations completed
on or after July 1, 2001. The Company has adopted the provisions of SFAS No.
141. SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other intangible assets. Goodwill and intangible assets that have
indefinite useful lives will not be amortized into results of operations, but
instead will be evaluated at least annually for impairment and written down when
the recorded value exceeds the estimated fair value. The Company has adopted
SFAS No. 142, and is required to perform a transitional impairment test for
goodwill. The goodwill impairment test is a two-step process. The first step of
the impairment analysis, which must be completed by March 31, 2003, compares the
Company's fair value to its net book value. In determining fair value, SFAS No.
142 allows for the use of several valuation methodologies, although it states
quoted market prices are the best evidence of fair value. If the Company's fair
value is determined to be less than its net book value, the second step of the
impairment analysis must be performed to measure the amount of the impairment
charge, if any. As part of the first step, the Company has determined that it
has one reporting unit for purposes of performing the fair-value based test of
goodwill. This reporting unit is consistent with its single operating segment,
which management determined is appropriate under the provisions of SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." Step two
of the analysis compares the implied fair value of goodwill to its carrying
amount. If the carrying amount of goodwill exceeds its implied fair value, an
impairment loss is recognized equal to that excess. This step must be completed
by September 30, 2003. The Company may be required to record a substantial
transitional impairment charge as a result of adopting SFAS No. 142. The
carrying value of goodwill and intangible assets, subject to the transitional
impairment test, is approximately $907.5 million at December 31, 2002.
INTANGIBLE ASSETS (IN THOUSANDS)
DECEMBER 31, 2002 SEPTEMBER 30, 2002
CARRYING ACCUMULATED CARRYING ACCUMULATED
AMOUNT AMORTIZATION AMOUNT AMORTIZATION
Amortized Intangible
Assets:
Developed Technology $21,260 $(1,134) $21,260 $(576)
Customer Relationships 12,700 (645) 12,700 (328)
Other 122 (23) 122 (11)
------- ------- ------- -----
$34,082 $(1,082) $34,082 $(915)
Unamortized Intangible
Assets:
Trademarks $ 3,270 $ 2,300
Aggregate Amortization
Expense:
For the Quarter Ended
December 31, 2002 $ 887
2001 $ 340
Estimated Amortization
Expense:
For the Years Ended
September 30, 2003 $ 3,545
2004 $ 3,511
2005 $ 3,379
2006 $ 3,370
2007 $ 3,370
2008 $ 3,370
8
In accordance with SFAS No. 142, the following table provides net income and
related per-share amounts for the quarters ended December 31, 2002 and 2001, as
reported and adjusted as if the Company had ceased amortizing goodwill effective
October 1, 2001.
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
2002 2001
---------- --------
Reported net income .. ................... $ 791 $(34,297)
Goodwill amortization .................... -- 3,597
---------- --------
Adjusted net income .. ................... $ 791 $(30,700)
========== ========
Per share information:
Basic:
Reported net income .. ................... $ 0.01
==========
Goodwill amortization .................... --
Adjusted net income .. ................... $ 0.01
==========
Diluted:
Reported net income .. ................... $ 0.01
==========
Goodwill amortization .................... --
Adjusted net income .. ................... $ 0.01
==========
Amortization expense for the quarter ended December 31, 2001 represents
amortization of goodwill and intangible assets acquired in connection with
Washington/Mexicali's acquisition of the Philsar Bluetooth business in fiscal
2000. The Company wrote off all goodwill and other intangible assets associated
with our acquisition of the Philsar Bluetooth business in the third quarter of
fiscal 2002.
In June 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations," was
issued. SFAS No. 143 addresses financial accounting and reporting obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. It requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is incurred
if a reasonable estimate of the fair value can be made. The Company has adopted
the provisions of SFAS No. 143 and its adoption did not have a material impact
on our financial position or results of operations.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which supersedes previous guidance on financial
accounting and reporting for the impairment or disposal of long-lived assets and
for segments of a business to be disposed of. The Company has adopted SFAS No.
144 and its adoption did not have a material impact on our financial position or
results of operations. However, future impairment reviews may result in charges
against earnings to write down the value of long-lived assets.
In April 2002 the FASB issued SFAS No. 145, "Rescission of FASB Statement No.'s
4, 44, and 64, Amendment of FASB Statement No. 13 and Technical Corrections,"
effective for fiscal years beginning May 15, 2002 or later. It rescinds SFAS No.
4, "Reporting Gains and Losses From Extinguishments of Debt," SFAS No. 64,
"Extinguishments of Debt to Satisfy Sinking-Fund Requirements," and SFAS No. 44,
"Accounting for Intangible Assets of Motor Carriers." This Statement also amends
SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency between the
required accounting for sale-leaseback transactions and the required accounting
for certain lease modifications that have economic effects similar to
sale-leaseback transactions. This Statement also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings or describe their applicability under changed conditions. The Company
has adopted SFAS No. 145 and its adoption did not have a material impact on our
financial position or results of operations.
In June 2002 the FASB issued SFAS No. 146, "Accounting for Costs Associated With
Exit or Disposal Activities." SFAS No. 146 requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of commitment to an exit or disposal plan. This Statement is
effective for exit or disposal activities initiated after December 31, 2002. The
Company has adopted SFAS No. 146 and its adoption did not have a material impact
on our financial position or results of operations.
In November 2002, the FASB issued FASB Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that upon
issuance of a guarantee, a guarantor must recognize a liability for the fair
value of an obligation assumed
9
under a guarantee. FIN 45 also requires additional disclosures by a guarantor in
its interim and annual financial statements about the obligations associated
with guarantees issued. The recognition provisions of FIN 45 will be effective
for any guarantees that are issued or modified after December 31, 2002. The
disclosure requirements will be effective for the Company's second quarter of
fiscal 2003. Management does not expect the adoption of FIN 45 to have a
material impact on the Company's financial position or results of operations.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
Compensation - Transition and Disclosure - an Amendment of SFAS 123." SFAS No.
148 provides additional transition guidance for those entities that elect to
voluntarily adopt the provisions of SFAS No. 123, "Accounting for Stock Based
Compensation." Furthermore, SFAS No. 148 mandates new disclosures in both
interim and year-end financial statements of the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. SFAS No. 148 is effective for fiscal years beginning after December 15,
2002. The disclosure requirements will be effective for the Company's second
quarter of fiscal 2003. Management does not expect the adoption of SFAS No. 148
to have a material impact on the Company's financial position or results of
operation.
3. SUPPLEMENTAL FINANCIAL STATEMENT DATA
Inventories consist of the following (in thousands):
DECEMBER 31, SEPTEMBER 30,
2002 2002
--------- ---------
Raw materials................................................... $ 10,343 $ 14,182
Work-in-process................................................. 34,860 40,162
Finished goods.................................................. 3,060 1,299
--------- ---------
$ 48,263 $ 55,643
========= =========
Goodwill and intangible assets consist of the following (in thousands):
DECEMBER 31, SEPTEMBER 30,
2002 2002
--------- ---------
Goodwill................................................. $ 905,219 $ 905,219
Developed technology..................................... 21,260 21,260
Customer relationships................................... 12,700 12,700
Trademark................................................ 3,270 2,300
Other.................................................... 122 122
--------- ---------
942,571 941,601
Accumulated depreciation and amortization................ (1,802) (915)
--------- ---------
$ 940,769 $ 940,686
========= =========
Other long-term assets consist of the following (in thousands):
DECEMBER 31, SEPTEMBER 30,
2002 2002
--------- ----------
Deferred financing costs...................................... $ 9,138 $ --
Other........................................................... 12,818 12,570
--------- ----------
$ 21,956 $ 12,570
========= ==========
10
Other current liabilities consisted of the following (in thousands):
DECEMBER 31, SEPTEMBER 30,
2002 2002
------- -------
Accrued merger expenses ........................ $ 7,164 $42,764
Product warranty reserve ....................... 11,891 13,372
Restructuring charges and exit costs ........... 6,239 7,436
Jazz Semiconductor, Inc. take or pay obligations -- 4,805
Other .......................................... 12,572 16,186
------- -------
$37,866 $84,563
======= =======
Long-term debt consisted of the following (in thousands):
DECEMBER 31, SEPTEMBER 30,
2002 2002
Junior notes ...................... $230,000 $ --
Senior notes ...................... 45,000 --
Conexant Mexicali note ............ -- 150,000
Conexant revolving credit line used -- 30,000
CDBG Grant ........................ 134 168
-------- --------
275,134 180,168
Less - current maturities ......... 129 129
-------- --------
$275,005 $180,039
======== ========
Junior notes represent the Company's 4.75 percent convertible subordinated notes
due 2007. These Junior notes can be converted into 110.4911 shares of common
stock per $1,000 principal balance, which is the equivalent of a conversion
price of approximately $9.05 per share. The Company may redeem the Junior notes
at any time after November 20, 2005. The redemption price of the Junior notes
during the period between November 20, 2005 through November 14, 2006 will be
$1,011.875 per $1,000 principal amount of notes to be redeemed, plus accrued and
unpaid interest, if any, to the redemption date, and the redemption price of the
notes beginning on November 15, 2006 and thereafter will be $1,000 per $1,000
principal amount of notes to be redeemed, plus accrued and unpaid interest, if
any, to the redemption date. Holders may require the Company to repurchase the
Junior notes upon a change in control of the Company. The Company will pay
interest in cash semi-annually in arrears on May 15 and November 15 of each
year, beginning May 15, 2003.
Senior notes represent the Company's 15 percent convertible senior subordinated
notes due June 30, 2005, which were issued as part of the Company's debt
refinancing with Conexant completed on November 13, 2002. These Senior notes can
be converted into the Company's common stock at a conversion rate based on the
applicable conversion price, which is subject to adjustment based on, among
other things, the market price of the Company's common stock. Based on this
adjustable conversion price, the Company expects that the maximum number of
shares that could be issued under the Senior notes is approximately 7.1 million
shares, subject to adjustment for stock splits and other similar dilutive
occurrences. If Conexant converted these Senior notes at a price that is less
than the original conversion price ($7.87) as the result of a decrease in the
market price of the Company's stock, the Company would be required to record a
charge to interest expense in the period of conversion. At maturity (including
upon certain acceleration events), the Company will pay the principal amount of
the Senior notes by issuing a number of shares of common stock equal to the
principal amount of the Senior notes then due and payable divided by the
applicable conversion price in effect on such date, together with cash in lieu
of any fractional shares. The Company may redeem the Senior notes at any time
after May 12, 2004 at $1,030 per $1,000 principal amount of Senior notes to be
redeemed, plus accrued and unpaid interest. Holders may require the Company to
repurchase the Senior notes upon a change in control of the Company. The Company
pays interest in cash on the Senior notes on the last business day of each
March, June, September and December of each year, beginning December 31, 2002.
Interest on the Senior notes is not deductible for tax purposes because of the
conversion feature.
11
The Company has a ten-year $960,000 loan from the State of Maryland under the
Community Development Block Grant ("CDBG") program. Quarterly payments are due
through December 2003 and represent principal plus interest at 5 percent of the
unamortized balance.
Aggregate annual maturities of long-term debt are as follows (in thousands):
FISCAL YEAR
2003 ....... $ 95
2004 ....... 39
2005 ....... 45,000
2006 ....... --
2007 ....... 230,000
--------
$275,134
========
4. RESTRUCTURING CHARGE
During fiscal 2002, the Company reduced its workforce through involuntary
severance programs and recorded restructuring charges of approximately $3.0
million for costs related to the workforce reduction and the consolidation of
certain facilities. The charges were based upon estimates of the cost of
severance benefits for affected employees and lease cancellation, facility
sales, and other costs related to the consolidation of facilities. Substantially
all amounts accrued for these actions are expected to be paid within one year.
Activity and liability balances related to the fiscal 2002 restructuring actions
are as follows (in thousands):
Fiscal 2002 Fiscal 2002
workforce facility closings
reductions and other Total
--------- --------------- ---------
Charged to costs and expenses................. 2,923 97 3,020
Cash payments................................. (2,225) (13) (2,238)
--------- --------------- ---------
Restructuring balance, September 30, 2002..... 698 84 782
Cash payments................................. (276) --- (276)
--------- --------------- ---------
Restructuring balance, December 31, 2002...... $ 422 $ 84 $ 506
========= =============== =========
In addition, the Company assumed approximately $7.8 million of restructuring
reserves from Alpha in connection with the Merger. At December 31, 2002 this
balance was $5.7 million and substantially all amounts accrued are expected to
be paid within one year.
5. SEGMENT INFORMATION
The Company operates in one business segment, which designs, develops,
manufactures and markets proprietary semiconductor products and system solutions
for manufacturers of wireless communication products.
12
6. INCOME PER SHARE
The following table sets forth the computation of basic and diluted income per
share (in thousands, except per share amounts):
THREE MONTH
PERIOD ENDED
DECEMBER 31,
2002
-----------
Net income.......................................... $ 791
===========
Weighted average shares outstanding - basic......... 137,896
Effect of dilutive stock options.................... 2,213
-----------
Weighted average shares outstanding - diluted....... 140,109
===========
Net income per share - basic........................ $ 0.01
===========
Net income per share - diluted...................... $ 0.01
===========
For the three-month period ended December 31, 2002, debt securities convertible
into approximately 31.1 million shares, stock options exercisable into
approximately 28.0 million shares and a warrant to purchase approximately 1.0
million shares were outstanding but not included in the computation of diluted
net income per share because their effect would have been antidilutive.
7. COMMITMENTS
The Company has various operating leases primarily for computer equipment and
buildings. Purchase options may be exercised at various times for some of these
leases. Future minimum payments under these non-cancelable leases are as follows
(in thousands):
FISCAL YEAR
2003 .........................$ 4,968
2004 ..............................6,799
2005 ..............................5,624
2006 ..............................4,755
2007 ..............................4,457
Thereafter.........................11,653
----------
$ 38,256
==========
Under supply agreements entered into with Conexant in connection with the
Merger, we receive wafer fabrication, wafer probe and certain other services
from Jazz Semiconductor's Newport Beach, California foundry, and we provide
wafer fabrication, wafer probe, final test and other services to Conexant at our
Newbury Park facility, in each case, for a three-year period after the Merger.
We also provide semiconductor assembly and test services to Conexant at our
Mexicali facility.
Pursuant to the terms of one of our supply agreements with Conexant, we are
committed to obtain a minimum level of service from Jazz Semiconductor, Inc., a
Newport Beach, California foundry joint venture between Conexant and The Carlyle
Group to which Conexant contributed its Newport Beach wafer fabrication
facility. During the term of this supply agreement with Conexant, our unit cost
of goods supplied by Jazz Semiconductor Inc.'s Newport Beach foundry will
continue to be affected by the level of utilization of the wafer fabrication
facility and other factors outside our control. The Company's expected minimum
purchase obligations under the supply agreement will be approximately $45
million, $39 million and $13 million in fiscal 2003, 2004 and 2005,
respectively. At September
13
27, 2002, the Company estimated its obligation under this agreement would result
in excess costs of approximately $4.8 million, which was recorded as a liability
and charged to cost of sales in fiscal 2002. During the first quarter of fiscal
2003, the Company reevaluated this obligation and reduced its liability and cost
of sales by approximately $4.8 million in the quarter. The Company currently
anticipates meeting each of the annual minimum purchase obligations under the
supply agreement with Conexant.
8. CONTINGENCIES
Various lawsuits, claims and proceedings have been or may be instituted or
asserted against the Company including those pertaining to product liability,
intellectual property, environmental, safety and health, and employment and
contractual matters. Management believes these are adequately provided for or
will result in no significant additional liability to the Company. In addition,
in connection with the Merger, the Company has assumed responsibility for all
then current and future litigation (including environmental and intellectual
property proceedings) against Conexant or its subsidiaries in respect of the
operations of Conexant's wireless business. The outcome of litigation cannot be
predicted with certainty and some lawsuits, claims or proceedings may be
disposed of unfavorably to the Company. Many intellectual property disputes have
a risk of injunctive relief and there can be no assurance that a license will be
granted. Injunctive relief could materially and adversely affect the financial
condition or results of operations of the Company. Based on its evaluation of
matters that are pending or asserted, and taking into account any reserves for
such matters, management believes the disposition of such matters will not have
a material adverse effect on the financial condition or results of operations of
the Company.
The semiconductor industry is characterized by vigorous pursuit and protection
of intellectual property rights. From time to time, third parties have asserted
and may in the future assert patent, copyright, trade secret, trademark and
other intellectual property rights to technologies that are important to our
business and have demanded and may in the future demand that we license their
technology.
The Company has settled an outstanding complaint with Skyworks Technologies,
Inc., which included a release of all pending claims and an arrangement for
mutual coexistence using the name Skyworks. The complaint alleged trademark
infringement, false designation of origin, unfair competition, and false
advertising by the Company. The settlement did not have a material impact on the
Company's financial position or results of operations.
14
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
Skyworks Solutions, Inc. is a leading wireless semiconductor company focused on
providing front-end modules, radio frequency ("RF") subsystems and complete
system solutions to wireless handset and infrastructure customers worldwide. We
offer a comprehensive family of components and RF subsystems, and also provide
complete antenna-to-microphone semiconductor solutions that support advanced
2.5G and 3G services. Skyworks began operations as a combined company on June
25, 2002, following the completion of the merger (the "Merger") between Alpha
Industries, Inc. ("Alpha") and the wireless business of Conexant Systems, Inc.
("Conexant"). Immediately following the Merger, the Company purchased Conexant's
semiconductor assembly and test facility located in Mexicali, Mexico and certain
related operations (the "Mexicali Operations") for $150 million. References to
the Washington business refer to the wireless communications business spun off
by Conexant and merged with Alpha in the Merger. The Washington business and the
Mexicali Operations are collectively referred to as Washington/Mexicali.
The Merger was accounted for as a reverse acquisition whereby Washington was
treated as the acquirer and Alpha as the acquiree, primarily because Conexant
shareholders owned a majority, approximately 67 percent, of the Company upon
completion of the Merger. Accordingly, the historical financial statements of
Washington/Mexicali became the historical financial statements of the Company
after the Merger. Therefore, our consolidated financial statements include the
assets, liabilities, operating results and cash flows of Washington/Mexicali for
all periods prior to the Merger, and the results of operations of Skyworks, the
combined company, for all periods subsequent to the Merger. References to the
"Company" refer to Washington/Mexicali for all periods prior to June 25, 2002
and to the combined company following the Merger. Because the historical
financial statements of the Company after the Merger do not include the
historical financial results of Alpha for periods prior to June 25, 2002, the
financial statements may not be indicative of future results of operations or
the historical results that would have resulted if the Merger had occurred at
the beginning of a historical financial period.
The Company's fiscal year ends on the Friday closest to September 30. For
presentation purposes, references made to the periods ended December 31, 2002,
September 30, 2002 and December 31, 2001 relate to the actual fiscal 2003 first
quarter ended December 27, 2002, the actual fiscal year ended September 27, 2002
and the actual fiscal 2002 first quarter ended December 28, 2001, respectively.
We have entered into various agreements with Conexant providing for the supply
of gallium arsenide wafer fabrication and assembly and test services to
Conexant, initially at substantially the same volumes as historically obtained
by Conexant from Washington/Mexicali. We have also entered into agreements with
Conexant providing for the supply to us of transition services by Conexant and
silicon-based wafer fabrication, wafer probe and certain other services by Jazz
Semiconductor, Inc., a Newport Beach, California foundry joint venture between
Conexant and The Carlyle Group. Historically, Washington/Mexicali obtained a
portion of its silicon-based semiconductors from the Newport Beach wafer
fabrication facility. We also provide semiconductor assembly and test services
to Conexant at our Mexicali facility.
The wireless communications semiconductor industry is highly cyclical and is
characterized by constant and rapid technological change, rapid product
obsolescence and price erosion, evolving standards, short product life cycles
and wide fluctuations in product supply and demand. Our operating results have
been, and our operating results may continue to be, negatively affected by
substantial quarterly and annual fluctuations and market downturns due to a
number of factors, such as changes in demand for end-user equipment, the timing
of the receipt, reduction or cancellation of significant customer orders, the
gain or loss of significant customers, market acceptance of our products and our
customers' products, our ability to develop, introduce and market new products
and technologies on a timely basis, availability and cost of products from
suppliers, new product and technology introductions by competitors, changes in
the mix of products produced and sold, intellectual property disputes, the
timing and extent
15
of product development costs and general economic conditions. In the past,
average selling prices of established products have generally declined over time
and this trend is expected to continue in the future.
CRITICAL ACCOUNTING POLICIES
The unaudited condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
("SEC"). Certain information and footnote disclosures, normally included in
annual consolidated financial statements prepared in accordance with accounting
principles generally accepted in the United States of America, have been
condensed or omitted pursuant to those rules and regulations. However, in the
opinion of management, the financial information reflects all adjustments,
consisting of adjustments of a normal recurring nature necessary to present
fairly the financial position, results of operations, and cash flows of the
Company. The results of operations for the quarter ended December 31, 2002 are
not necessarily indicative of the results to be expected for the full year. This
information should be read in conjunction with the Company's financial
statements and notes thereto contained in the Company's Form 10-K for the fiscal
year ended September 27, 2002 as filed with the SEC.
The financial statements prior to the Merger were prepared using Conexant's
historical basis in the assets and liabilities and the historical operating
results of Washington/Mexicali during each respective period. The Company
believes the assumptions underlying the financial statements are reasonable.
However, we cannot assure you that the financial information included herein and
in the Company's consolidated financial statements reflects the combined assets,
liabilities, operating results and cash flows of the Company in the future or
what they would have been had Washington/Mexicali been a separate stand-alone
entity and independent of Conexant during the historical periods presented.
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Among the significant estimates affecting our consolidated
financial statements are those relating to allowances for doubtful accounts,
inventories, long-lived assets, income taxes, warranties, restructuring costs
and other contingencies. We regularly evaluate our estimates and assumptions
based upon historical experience and various other factors that we believe to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. To the extent actual results differ
from those estimates, our future results of operations may be affected. We
believe the following critical accounting policies affect our more significant
judgments and estimates used in the preparation of our consolidated financial
statements.
Revenue Recognition -- Revenues from product sales are recognized upon shipment
and transfer of title, in accordance with the shipping terms specified in the
arrangement with the customer. Revenue recognition is deferred in all instances
where the earnings process is incomplete. Certain product sales are made to
electronic component distributors under agreements allowing for price protection
and/or a right of return on unsold products. The Company reduces revenue to the
extent of its estimate for distributor claims of price protection and/or right
of return on unsold product. A reserve for sales returns and allowances for
non-distributor customers is recorded based on historical experience or specific
identification of an event necessitating a reserve.
Inventories --We assess the recoverability of inventories through an on-going
review of inventory levels in relation to sales backlog and forecasts, product
marketing plans and product life cycles. When the inventory on hand exceeds the
foreseeable demand, we write down the value of those excess inventories. We sell
our products to communications equipment OEMs that have designed our products
into equipment such as cellular handsets. These design wins are gained through a
lengthy sales cycle, which includes providing technical support to the OEM
customer. Moreover, once a customer has designed a particular supplier's
components into a cellular handset, substituting another supplier's components
requires substantial design changes which involve significant cost, time, effort
and risk. In the event of the loss of business from existing OEM customers, we
may be unable to secure new customers for our existing products without first
achieving new design wins. Consequently, when the quantities of inventory on
hand exceed forecasted demand from existing OEM customers into whose products
our products have been designed, we generally will be unable to sell our excess
inventories to others, and the net realizable value of
16
such inventories is generally estimated to be zero. The amount of the write-down
is the excess of historical cost over estimated realizable value (generally
zero). Once established, these write-downs are considered permanent adjustments
to the cost basis of the excess inventory. Demand for our products may fluctuate
significantly over time, and actual demand and market conditions may be more or
less favorable than those projected by management. In the event that actual
demand is lower than originally projected, additional inventory write-downs may
be required.
Impairment of long-lived assets -- Long-lived assets, including fixed assets and
intangible assets, are continually monitored and are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
any such asset may not be recoverable. The determination of recoverability is
based on an estimate of undiscounted cash flows expected to result from the use
of an asset and its eventual disposition. The estimate of cash flows is based
upon, among other things, certain assumptions about expected future operating
performance. Our estimates of undiscounted cash flows may differ from actual
cash flows due to, among other things, technological changes, economic
conditions, changes to our business model or changes in our operating
performance. If the sum of the undiscounted cash flows (excluding interest) is
less than the carrying value, we recognize an impairment loss, measured as the
amount by which the carrying value exceeds the fair value of the asset. Fair
value is determined using discounted cash flows.
Deferred income taxes -- We have provided a valuation allowance related to our
substantial United States deferred tax assets. If sufficient evidence of our
ability to generate sufficient future taxable income in certain tax
jurisdictions becomes apparent, we may be required to reduce our valuation
allowance, which may result in income tax benefits in our statement of
operations. Reduction of a portion of the valuation allowance may be applied to
reduce the carrying value of goodwill. The portion of the valuation allowance
for deferred tax assets for which subsequently recognized tax benefits may be
applied to reduce goodwill related to the purchase consideration of the Merger
is approximately $24 million. We evaluate the realizability of the deferred tax
assets and assess the need for a valuation allowance quarterly. In fiscal 2002,
the Company recorded a tax benefit of approximately $23 million related to the
impairment of our Mexicali assets. A valuation allowance has not been
established because the Company believes that the related deferred tax asset
will be recovered during the carryforward period.
Warranties -- Reserves for estimated product warranty costs are provided at the
time revenue is recognized. Although we engage in extensive product quality
programs and processes, our warranty obligation is affected by product failure
rates and costs incurred to rework or replace defective products. Should actual
product failure rates or costs differ from estimates, additional warranty
reserves could be required, which could reduce our gross margins.
Allowance for doubtful accounts -- We maintain allowances for doubtful accounts
for estimated losses resulting from the inability of our customers to make
required payments. If the financial condition of our customers were to
deteriorate, our actual losses may exceed our estimates, and additional
allowances would be required.
17
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
The following table sets forth the results of our operations expressed as a
percentage of net revenues for the three months ended December 31, 2002 and
2001:
THREE MONTHS ENDED
DECEMBER 31,
2002 2001
------ ------
Net revenues........................... 100.0% 100.0%
Cost of goods sold..................... 59.3 83.0
--- -----
Gross margin........................... 40.7 17.0
Operating expenses:
Research and development............. 23.3 34.3
Selling, general and administrative.. 12.6 11.3
Amortization ........................ 0.7 4.2
--- -----
Total operating expenses.......... 36.6 49.8
--- -----
Operating income (loss)................ 4.0 (32.8)
Interest expense....................... (3.6)
Other income (expense), net............ 0.5 --
--- -----
Loss before income taxes............... 1.0 (32.8)
Provision for income taxes............. 0.5 3.8
--- -----
Net income (loss)...................... 0.5% (36.6)%
=== =====
GENERAL
The Company's results of operations for the quarter ended December 31, 2001 are
representative of Washington/Mexicali's business only and do not include the
historical financial results of Alpha because the Merger was accounted for as a
reverse acquisition whereby Washington was treated as the acquirer and Alpha as
the acquiree.
Revenues for the quarter ended December 31, 2002 reflect renewed demand for our
wireless product portfolio. The increased demand is partially due to a reduction
in the level of excess channel inventories that had adversely affected the
digital cellular handset markets during the previous year. During fiscal 2002,
the Company consolidated facilities, reduced its work force and continued to
implement cost saving initiatives. These initiatives, in addition to increased
revenues and improved utilization of our manufacturing facilities, contributed
to an improvement in operating results for the quarter ended December 31, 2002.
Cost of goods sold for the quarter ended December 31, 2002 was favorably
affected by a $4.8 million reduction in the Company's estimated losses in
connection with certain wafer fabrication commitments made under a supply
agreement with Conexant whereby we are initially obligated to obtain certain
minimum volume levels from Jazz Semiconductor, Inc. As of December 31, 2002, the
Company expects to meet all minimum purchase obligations under this three-year
agreement.
NET REVENUES
THREE MONTHS ENDED DECEMBER 31,
2002 CHANGE 2001
---- ------ ----
(in thousands)
Net revenues $160,194 70.9% $ 93,760
Net revenues increased for the quarter ended December 31, 2002 when compared to
the same period in 2001 primarily as the result of renewed demand for our
wireless product portfolio, market share growth and the exclusion of Alpha's
revenues for periods prior to the Merger. More specifically, increased sales of
GSM products, including power amplifier modules and complete cellular systems
and increased demand for our power amplifier modules for
18
CDMA and TDMA applications from a number of our key customers contributed to
higher net revenues for the quarter ended December 31, 2002. Since the Merger,
the Company has also successfully expanded its customer base and geographical
market presence resulting in higher revenues for the quarter ended December 31,
2002.
Revenues from wafer fabrication and semiconductor assembly and test services
provided to Conexant represented 9.6% and 5.7% of total revenues for the
quarters ended December 31, 2002 and 2001, respectively. The increase in 2002
when compared to the prior year is primarily attributable to renewed demand
affecting most of the communications electronics end-markets for Conexant's
products. The Company does not expect this trend to continue.
GROSS MARGIN
THREE MONTHS ENDED DECEMBER 31,
2002 CHANGE 2001
---- ------ ----
(in thousands)
Gross margin: $ 65,120 308.2% $ 15,954
% of net revenues 40.7% 17.0%
Gross margin represents net revenues less cost of goods sold. Cost of goods sold
consists primarily of purchased materials, labor and overhead (including
depreciation) associated with product manufacturing, royalty and other
intellectual property costs, warranties and sustaining engineering expenses
pertaining to products sold. Cost of goods sold for the quarter ended December
31, 2001 also includes allocations from Conexant of manufacturing cost
variances, process engineering and other manufacturing costs, which are not
included in our unit costs but are expensed as incurred.
The improvement in gross margin for the quarter ended December 31, 2002 compared
to the same period in 2001 reflects increased revenues, improved utilization of
our manufacturing facilities and a decrease in depreciation expense that
resulted from the write-down of the Newbury Park wafer fabrication assets in the
third quarter of fiscal 2001 and the Mexicali facility assets in the third
quarter of 2002. Although recent revenue growth has increased the level of
utilization of our manufacturing facilities, these facilities continue to
operate below optimal capacity and underutilization continues to adversely
affect our unit cost of goods sold and gross margin.
Gross margin for the quarter ended December 31, 2002 was also favorably affected
by $4.8 million when the Company reevaluated its obligation under a wafer
fabrication supply agreement with Conexant and reduced its liability and cost of
sales. Pursuant to the terms of this agreement with Conexant, we are committed
to obtain a minimum level of service from Jazz Semiconductor, Inc. As of
December 31, 2002, the Company expects to meet all of its purchase obligations
under this three-year agreement. During the term of this agreement with
Conexant, our unit cost of goods supplied by Jazz Semiconductor Inc.'s Newport
Beach foundry will continue to be affected by the level of utilization of the
Newport Beach foundry joint venture's wafer fabrication facility and other
factors outside our control. In addition, our costs will be affected by the
extent of our use of outside foundries and the pricing we are able to obtain.
During periods of high industry demand for wafer fabrication capacity, we may
have to pay higher prices to secure wafer fabrication capacity.
At September 27, 2002 the Company continued to hold approximately $5.4 million
of inventories which were written down to a zero cost basis in fiscal 2001. The
inventory write-downs recorded in fiscal 2001 resulted from the sharply reduced
end-customer demand we experienced, primarily associated with our radio
frequency components, as a result of the rapidly changing demand environment for
digital cellular handsets during that period. As a result of these market
conditions, we experienced a significant number of order cancellations and a
decline in the volume of new orders, beginning in the fiscal 2001 first quarter
and becoming more pronounced in the second quarter. During the first quarter of
fiscal 2003, gross margin benefited by approximately $2.7 million as a result of
the sale of inventories having a historical cost of $2.7 million that were
written down to a zero cost basis during fiscal year 2001. In addition,
approximately $1.0 million of inventories that were carried at zero cost basis
were scrapped. As of December 31, 2002, we continued to hold inventories with an
original cost of approximately $1.7 million, which were written down to a zero
cost basis in fiscal 2001. We currently intend to hold these remaining
inventories and
19
will sell these inventories if we experience renewed demand for these products.
While there can be no assurance that we will be able to do so, if we are able to
sell a portion of the inventories that are carried at zero cost basis, our gross
margins will be favorably affected. To the extent that we do not experience
renewed demand for the remaining inventories, they will be scrapped as they
become obsolete.
RESEARCH AND DEVELOPMENT
THREE MONTHS ENDED DECEMBER 31,
2002 CHANGE 2001
---- ------ ----
(in thousands)
Research and development $ 37,301 15.9% $ 32,181
% of net revenues 23.3% 34.3%
Research and development expenses consist principally of direct personnel costs,
costs for pre-production evaluation and testing of new devices and design and
test tool costs. Research and development expenses for the quarter ended
December 31, 2001 also include allocated costs for shared research and
development services provided by Conexant, principally in the areas of advanced
semiconductor process development, design automation and advanced package
development, for the benefit of several of Conexant's businesses.
The increase in research and development expenses for the quarter ended December
31, 2002 represents our commitment to design new products and processes and
address new opportunities to meet our customers' demands. We have expanded
customer support engagements as well as development efforts targeting
semiconductor solutions using the CDMA2000, GSM, General Packet Radio Services,
or GPRS, and third-generation, or 3G, wireless standards in both the digital
cellular handset and infrastructure markets. The increase in research and
development expenses for the quarter ended December 31, 2002 when compared to
the corresponding period in the previous year is also related to the Company's
research and development expenses for the quarter ended December 31, 2002
representing the combined Company after the Merger whereas these expenses for
the same period in 2001 are only representative of Washington/Mexicali.
SELLING, GENERAL AND ADMINISTRATIVE
THREE MONTHS ENDED DECEMBER 31,
2002 CHANGE 2001
---- ------ ----
(in thousands)
Selling, general and administrative $ 20,252 90.4% $ 10,636
% of net revenues 12.6% 11.3%
Selling, general and administrative expenses include personnel costs (legal,
accounting, treasury, human resources, information systems, customer service,
etc.), sales representative commissions, real estate, advertising and other
marketing costs. Selling, general and administrative expenses also include
allocated general and administrative expenses from Conexant for the quarter
ended December 31, 2001 for a variety of these shared functions.
The increase in selling, general and administrative expenses for the quarter
ended December 31, 2002 when compared to the corresponding period in the
previous year is primarily related to the Company's selling, general and
administrative expenses for the quarter ended December 31, 2002 representing the
combined Company after the Merger whereas these expenses for the same period in
2001 are only representative of Washington/Mexicali. The increase in selling,
general and administrative expenses for the quarter ended December 31, 2002 was
partially offset by expense reduction and restructuring actions initiated during
fiscal 2002.
20
AMORTIZATION
THREE MONTHS ENDED DECEMBER 31,
2002 CHANGE 2001
---- ------ ----
(in thousands)
Amortization $1,127 (71.4)% $ 3,937
% of net revenues 0.7% 4.2%
Amortization expense for the quarter ended December 31, 2002 primarily
represents the amortization of technology and customer relationships acquired in
the Merger. These assets are principally being amortized on a straight-line
basis over a 10-year period. Amortization expense for the quarter ended December
31, 2001 primarily represents amortization of goodwill and intangible assets
acquired in connection with Washington/Mexicali's acquisition of the Philsar
Bluetooth business in fiscal 2000. The Company wrote off all goodwill and other
intangible assets associated with our acquisition of the Philsar Bluetooth
business in the third quarter of fiscal 2002.
We have adopted SFAS No. 142, and are required to perform a transitional
impairment test for goodwill upon adoption. The goodwill impairment test is a
two-step process. The first step of the impairment analysis, which must be
completed by March 31, 2003, compares the Company's fair value to its net book
value. In determining fair value, SFAS No. 142 allows for the use of several
valuation methodologies, although it states quoted market prices are the best
evidence of fair value. If the Company's fair value is determined to be less
than its net book value, the second step of the impairment analysis must be
performed to measure the amount of the impairment charge, if any. As part of the
first step, the Company has determined that it has one reporting unit for
purposes of performing the fair-value based test of goodwill. This reporting
unit is consistent with its single operating segment, which management
determined is appropriate under the provisions of SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information." Step two of the
analysis compares the implied fair value of goodwill to its carrying amount. If
the carrying amount of goodwill exceeds its implied fair value, an impairment
loss is recognized equal to that excess. This step must be completed by
September 30, 2003. The Company may be required to record a substantial
transitional impairment charge as a result of adopting SFAS No. 142. The
carrying value of goodwill and intangible assets, subject to the transitional
impairment test, is approximately $907.5 million at December 31, 2002.
INTEREST EXPENSE
Interest expense for the quarter ended December 31, 2002 is primarily related to
a combination of the $150 million note with Conexant for the Mexicali facility
purchase, borrowings under the Company's revolving credit facility with Conexant
and the subsequent debt refinancing with Conexant, whereby the Company issued an
aggregate of $275 million of notes to repay most of its obligations to Conexant
in addition to providing funds for working capital needs. At December 31, 2002
our long-term debt consists of $230 million of 4.75 percent unsecured
convertible notes due November 2007, $45 million of 15% unsecured convertible
notes due June 2005 and a ten-year $960,000 loan from the State of Maryland
under the Community Development Block Grant ("CDBG") program due December 2003
at an interest rate of 5%. Our short-term debt on December 31, 2002 consists of
the current portion of the loan under the CDBG program.
OTHER INCOME, NET
Other income, net is comprised primarily of interest income on invested cash
balances, gains and losses on the sale of assets, foreign exchange gains and
losses and other non-operating income and expense items.
PROVISION FOR INCOME TAXES
The net operating loss carryforwards and other tax benefits relating to the
historical operations of Washington were retained by Conexant in the spin-off
transaction, and will not be available to be utilized in our future separate tax
returns. As a result of our history of operating losses and the expectation of
future operating results, we determined that it is more likely than not that
historic and current year income tax benefits will not be realized except for
certain future deductions associated with our Mexicali Operations in the
post-spin-off period. Consequently, no United States income tax benefit has been
recognized relating to the U.S. operating losses.
21
As of December 31, 2002, we have established a valuation allowance against all
of our net U.S. deferred tax assets. Because our foreign operations primarily
report taxable income on a cost plus basis, the foreign tax expense for the
quarter ended December 31, 2002 has been calculated based on the year to date
income, rather than on annualized effective tax rate, as this is the best
estimate of the interim period tax expense. Deferred tax assets have been
recognized for foreign operations when management believes they will be
recovered during the carry forward period.
The provision for income taxes for the quarter ended December 31, 2002 and the
corresponding period in 2001 consists of foreign income taxes incurred by
foreign operations. We do not expect to recognize any income tax benefits
relating to future operating losses generated in the United States until
management determines that such benefits are more likely than not to be
realized.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents at December 31, 2002 and September 30, 2002 totaled
$94.3 million and $53.4 million, respectively. Working capital at December 31,
2002 was approximately $163.9 million compared to $79.8 million at September 30,
2002. Annualized inventory turns were approximately 8.3 for the first quarter of
fiscal 2003 compared to 6.9 for the fourth quarter of fiscal 2002. Additionally,
days sales outstanding included in accounts receivable were approximately 62
days for the first quarter of fiscal 2003 compared to approximately 57 days for
the fourth quarter of fiscal 2002.
Cash used in operating activities was $31.0 million for the first quarter of
fiscal 2003, reflecting net income of $0.8 million, offset by non-cash charges,
primarily depreciation, amortization, and contribution of common shares to
Savings and Retirement Plans, of $12.3 million and a net decrease in the
components of working capital of approximately $44.2 million, including $35.6
million of nonrecurring merger related expense payments. Net income for first
quarter of fiscal 2003 benefited from increased revenues and improved
utilization of our manufacturing facilities. In addition, the consolidation of
facilities and implementation of cost saving initiatives during fiscal 2002
favorably affected net income for the quarter ended December 31, 2002.
Cash used in investing activities for the first quarter of fiscal 2003 consisted
of capital expenditures of $13.9 million. The capital expenditures for the first
quarter of fiscal 2003 represents our commitment to invest in the capital needed
to design new products and processes and address new opportunities to meet our
customers' demands. A focused program of capital expenditures will be required
to sustain our current manufacturing capabilities. We may also consider
acquisition opportunities to extend our technology portfolio and design
expertise and to expand our product offerings.
Cash provided by financing activities for the first quarter of fiscal 2003
principally consisted of the net impact of the Company's private placement of
$230 million of 4.75 percent convertible subordinated notes due 2007 and related
debt refinancing with Conexant on November 13, 2002. These notes can be
converted into 110.4911 shares of common stock per $1,000 principal balance,
which is the equivalent of a conversion price of approximately $9.05 per share.
The net proceeds from the note offering were principally used to prepay $105
million of the $150 million note to Conexant relating to the purchase of the
Mexicali Operations and prepay the $65 million principal amount outstanding as
of November 13, 2002 under a separate loan facility with Conexant. In connection
with the prepayment by the Company of $105 million of the $150 million note owed
to Conexant relating to the purchase of the Mexicali Operations, the remaining
$45 million principal balance on the note was exchanged for new 15 percent
convertible debt securities with a maturity date of June 30, 2005. These notes
can be converted into the Company's common stock at a conversion rate based on
the applicable conversion price, which is subject to adjustment based on, among
other things, the market price of the Company's common stock. Based on this
adjustable conversion price, the Company expects that the maximum number of
shares that could be issued under the note is approximately 7.1 million shares,
subject to adjustment for stock splits and other similar dilutive occurrences.
In addition to the retirement of $170 million in principal amount of
indebtedness owing to Conexant, we also retained approximately $53 million of
net proceeds of the private placement to support our working capital needs.
22
Following is a summary of consolidated debt, purchase obligations and lease
obligations at December 31, 2002 (in thousands):
OBLIGATION TOTAL 1-3 YEARS 4-5 YEARS THEREAFTER
----------- ----------- ----------- -----------
Debt $ 275,134 $ 45,134 $ 230,000 $ --
Purchase obligations 96,576 96,576 -- --
Operating leases 38,256 17,391 9,212 11,653
----------- ----------- ----------- -----------
$ 409,966 $ 159,101 $ 239,212 $ 11,653
=========== =========== =========== ===========
Based on the Company's results of operations for the first quarter of fiscal
2003 and current trends, and after giving effect to the net proceeds we received
in our private placement of 4.75 percent convertible subordinated notes due 2007
and our debt refinancing with Conexant, the Company expects our existing sources
of liquidity, together with cash expected to be generated from operations, will
be sufficient to fund our research and development, capital expenditure, working
capital and other cash requirements for at least the next twelve months.
FORWARD-LOOKING STATEMENTS
This report and other documents we have filed with the SEC contain
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of
1934, as amended, and are subject to the "safe harbor" created by those
sections. Some of the forward-looking statements can be identified by the use of
forward-looking terms such as "believes," "expects," "may," "will," "should,"
"could," "seek," "intends," "plans," "estimates," "anticipates" or other
comparable terms. Forward-looking statements involve inherent risks and
uncertainties. A number of important factors could cause actual results to
differ materially from those in the forward-looking statements. We urge you to
consider the risks and uncertainties discussed below and elsewhere in this
report and in the other documents filed with the SEC in evaluating our
forward-looking statements. We have no plans to update our forward-looking
statements to reflect events or circumstances after the date of this report. We
caution readers not to place undue reliance upon any such forward-looking
statements, which speak only as of the date made.
CERTAIN BUSINESS RISKS
WE HAVE RECENTLY INCURRED SUBSTANTIAL OPERATING LOSSES AND ANTICIPATE FUTURE
LOSSES.
Our operating results have been adversely affected by a global economic slowdown
and an abrupt decline in demand for many of the end-user products that
incorporate wireless communications semiconductor products and system solutions.
As a result, we incurred substantial operating losses during fiscal 2002. We
expect that reduced end-customer demand, underutilization of our manufacturing
capacity, changes in our revenue mix and other factors will continue to
adversely affect our operating results in the near term. In order to become
profitable, we must achieve substantial revenue growth and we will face an
environment of uncertain demand in the markets for our products. We cannot
assure you as to whether or when we will become profitable or whether we will be
able to sustain such profitability, if achieved.
23
WE OPERATE IN THE HIGHLY CYCLICAL WIRELESS COMMUNICATIONS SEMICONDUCTOR
INDUSTRY, WHICH IS SUBJECT TO SIGNIFICANT DOWNTURNS.
The wireless communications semiconductor industry is highly cyclical and is
characterized by constant and rapid technological change, rapid product
obsolescence and price erosion, evolving technical standards, short product life
cycles and wide fluctuations in product supply and demand. From time to time
these and other factors, together with changes in general economic conditions,
cause significant upturns and downturns in the industry. Periods of industry
downturns, as we experienced through most of calendar year 2001, have been
characterized by diminished product demand, production overcapacity, high
inventory levels and accelerated erosion of average selling prices. These
factors, and in particular the level of demand for digital cellular handsets,
may cause substantial fluctuations in our revenues and results of operations. We
have experienced these cyclical fluctuations in our business and may experience
cyclical fluctuations in the future. During the late 1990's and extending into
2000, the wireless communications semiconductor industry enjoyed unprecedented
growth, benefiting from the rapid expansion of wireless communication services
worldwide and increased demand for digital cellular handsets. During calendar
year 2001, we were adversely impacted by a global economic slowdown and an
abrupt decline in demand for many of the end-user products that incorporate our
respective wireless communications semiconductor products and system solutions,
particularly digital cellular handsets. The impact of weakened end-customer
demand was compounded by higher than normal levels of inventories among our
original equipment manufacturer, or OEM, subcontractor and distributor
customers. We expect that reduced end-customer demand, underutilization of our
manufacturing capacity, changes in revenue mix and other factors will continue
to adversely affect our operating results in the near term.
WE ARE SUBJECT TO INTENSE COMPETITION.
The wireless communications semiconductor industry in general and the markets in
which we compete in particular are intensely competitive. We compete with U.S.
and international semiconductor manufacturers that are both larger and smaller
than us in terms of resources and market share. We currently face significant
competition in our markets and expect that intense price and product competition
will continue. This competition has resulted and is expected to continue to
result in declining average selling prices for our products. We also anticipate
that additional competitors will enter our markets as a result of growth
opportunities in communications electronics, the trend toward global expansion
by foreign and domestic competitors and technological and public policy changes.
We believe that the principal competitive factors for semiconductor suppliers in
our market include, among others:
- time-to-market;
- new product innovation;
- product quality, reliability and performance;
- price;
- compliance with industry standards;
- strategic relationships with customers; and
- protection of intellectual property.
We cannot assure you that we will be able to successfully address these factors.
Many of our competitors have advantages over us, including:
- longer presence in key markets;
- greater name recognition;
- ownership or control of key technology or intellectual
property; and
- greater financial, sales and marketing, manufacturing,
distribution, technical or other resources.
As a result, certain competitors may be able to adapt more quickly than we can
to new or emerging technologies and changes in customer requirements or may be
able to devote greater resources to the development, promotion and sale of their
products than we can.
Current and potential competitors have established or may establish financial or
strategic relationships among themselves or with our customers, resellers or
other third parties. These relationships may affect customers'
24
purchasing decisions. Accordingly, it is possible that new competitors or
alliances among competitors could emerge and rapidly acquire significant market
share. We cannot assure you that we will be able to compete successfully against
current and potential competitors.
OUR SUCCESS DEPENDS UPON OUR ABILITY TO DEVELOP NEW PRODUCTS AND REDUCE COSTS IN
A TIMELY MANNER.
The markets into which we sell demand cutting-edge technologies and new and
innovative products. Our operating results depend largely on our ability to
continue to introduce new and enhanced products on a timely basis. Successful
product development and introduction depends on numerous factors, including:
- the ability to anticipate customer and market requirements and
changes in technology and industry standards;
- the ability to define new products that meet customer and
market requirements;
- the ability to complete development of new products and bring
products to market on a timely basis;
- the ability to differentiate our products from offerings of
our competitors; and
- overall market acceptance of our products.
We cannot assure you that we will have sufficient resources to make the
substantial investment in research and development in order to develop and bring
to market new and enhanced products in a timely manner. We will be required
continually to evaluate expenditures for planned product development and to
choose among alternative technologies based on our expectations of future market
growth. We cannot assure you that we will be able to develop and introduce new
or enhanced wireless communications semiconductor products in a timely and
cost-effective manner, that our products will satisfy customer requirements or
achieve market acceptance or that we will be able to anticipate new industry
standards and technological changes. We also cannot assure you that we will be
able to respond successfully to new product announcements and introductions by
competitors.
In addition, prices of established products may decline, sometimes
significantly, over time. We believe that to remain competitive we must continue
to reduce the cost of producing and delivering existing products at the same
time that we develop and introduce new or enhanced products. We cannot assure
you that we will be able to continue to reduce the cost of our products to
remain competitive.
WE MAY NOT BE ABLE TO KEEP ABREAST OF THE RAPID TECHNOLOGICAL CHANGES IN OUR
MARKETS.
The demand for our products can change quickly and in ways we may not
anticipate. Our markets generally exhibit the following characteristics:
- rapid technological developments;
- rapid changes in customer requirements;
- frequent new product introductions and enhancements;
- short product life cycles with declining prices over the life
cycle of the product; and
- evolving industry standards.
Our products could become obsolete or less competitive sooner than anticipated
because of a faster than anticipated change in one or more of the technologies
related to our products or in market demand for products based on a particular
technology, particularly due to the introduction of new technology that
represents a substantial advance over current technology. Currently accepted
industry standards are also subject to change, which may contribute to the
obsolescence of our products.
WE MAY NOT BE ABLE TO ATTRACT AND RETAIN QUALIFIED PERSONNEL NECESSARY FOR THE
DESIGN, DEVELOPMENT, MANUFACTURE AND SALE OF OUR PRODUCTS. OUR SUCCESS COULD BE
NEGATIVELY AFFECTED IF KEY PERSONNEL LEAVE.
Our success depends on our ability to continue to attract, retain and motivate
qualified personnel, including executive officers and other key management and
technical personnel. As the source of our technological and product innovations,
our key technical personnel represent a significant asset. The competition for
management and technical personnel is intense in the semiconductor industry. We
cannot assure you that we will be able to attract and
25
retain qualified management and other personnel necessary for the design,
development, manufacture and sale of our products. We may have particular
difficulty attracting and retaining key personnel during periods of poor
operating performance, given, among other things, the use of equity-based
compensation by us and our competitors. The loss of the services of one or more
of our key employees or our inability to attract, retain and motivate qualified
personnel, could have a material adverse effect on our ability to operate our
business.
IF OEMS OF COMMUNICATIONS ELECTRONICS PRODUCTS DO NOT DESIGN OUR PRODUCTS INTO
THEIR EQUIPMENT, WE WILL HAVE DIFFICULTY SELLING THOSE PRODUCTS. MOREOVER, A
"DESIGN WIN" FROM A CUSTOMER DOES NOT GUARANTEE FUTURE SALES TO THAT CUSTOMER.
Our products will not be sold directly to the end-user but will be components of
other products. As a result, we will rely on OEMs of wireless communications
electronics products to select our products from among alternative offerings to
be designed into their equipment. Without these "design wins" from OEMs, we
would have difficulty selling our products. Once an OEM designs another
supplier's product into one of its product platforms, it is more difficult for
us to achieve future design wins with that OEM product platform because changing
suppliers involves significant cost, time, effort and risk on the part of that
OEM. Also, achieving a design win with a customer does not ensure that we will
receive significant revenues from that customer. Even after a design win, the
customer is not obligated to purchase our products and can choose at any time to
reduce or cease use of our products, for example, if its own products are not
commercially successful, or for any other reason. We may be unable to achieve
design wins or to convert design wins into actual sales.
BECAUSE OF THE LENGTHY SALES CYCLES OF MANY OF OUR PRODUCTS, WE MAY INCUR
SIGNIFICANT EXPENSES BEFORE WE GENERATE ANY REVENUES RELATED TO THOSE PRODUCTS.
Our customers may need three to six months to test and evaluate our products and
an additional three to six months to begin volume production of equipment that
incorporates our products. The lengthy period of time required increases the
possibility that a customer may decide to cancel or change product plans, which
could reduce or eliminate our sales to that customer. As a result of this
lengthy sales cycle, we may incur significant research and development, and
selling, general and administrative expenses before we generate the related
revenues for these products, and we may never generate the anticipated revenues
if our customer cancels or changes its product plans.
UNCERTAINTIES INVOLVING THE ORDERING AND SHIPMENT OF OUR PRODUCTS COULD
ADVERSELY AFFECT OUR BUSINESS.
Our sales will typically be made pursuant to individual purchase orders and not
under long-term supply arrangements with our customers. Our customers may cancel
orders prior to shipment. Additionally, we will sell a portion of our products
through distributors, some of whom will have rights to return unsold products.
We may purchase and manufacture inventory based on estimates of customer demand
for our products, which is difficult to predict. This difficulty may be
compounded when we sell to OEMs indirectly through distributors or contract
manufacturers, or both, as our forecasts of demand will then be based on
estimates provided by multiple parties. In addition, our customers may change
their inventory practices on short notice for any reason. The cancellation or
deferral of product orders, the return of previously sold products, or
overproduction due to the failure of anticipated orders to materialize, could
result in us holding excess or obsolete inventory, which could result in
inventory write-downs.
OUR RELIANCE ON A SMALL NUMBER OF CUSTOMERS FOR A LARGE PORTION OF OUR SALES
COULD HAVE A MATERIAL ADVERSE EFFECT ON THE RESULTS OF OUR OPERATIONS.
A significant portion of our sales are concentrated among a limited number of
customers. If we lost one or more of these major customers, or if one or more
major customers significantly decreased its orders of our products, our business
would be materially and adversely affected. Sales to Samsung Electronics Co. and
to Motorola, Inc. represented approximately 38% and 12%, respectively, of net
revenues from customers other Conexant during fiscal 2002 on a historical basis
(such sales representing Washington/Mexicali sales for the full fiscal year, and
including sales of Skyworks, the combined company, for the post-merger period
from June 26, 2002 through the end of the fiscal year). Our future operating
results will depend on the success of these customers and other customers and
our success in selling products to them.
26
WE FACE A RISK THAT CAPITAL NEEDED FOR OUR BUSINESS WILL NOT BE AVAILABLE WHEN
WE NEED IT.
We may need to obtain sources of financing in the future. After giving effect to
the net proceeds we received in our private placement of 4.75 percent
convertible subordinated notes due 2007 and our debt refinancing with Conexant,
we believe that our existing sources of liquidity, together with cash expected
to be generated from operations, will be sufficient to fund our research and
development, capital expenditure, working capital and other financing
requirements for at least the next twelve months.
However, we cannot assure you that the capital required to fund these expenses
will be available in the future. Conditions existing in the U.S. capital markets
when the Company seeks financing will affect our ability to raise capital, as
well as the terms of any financing. The Company may not be able to raise enough
capital to meet our capital needs on a timely basis or at all. Failure to obtain
capital when required would have a material adverse effect on the Company.
In addition, any strategic investments and acquisitions that we may make to help
us grow our business may require additional capital resources. We cannot assure
you that the capital required to fund these investments and acquisitions will be
available in the future.
OUR MANUFACTURING PROCESSES ARE EXTREMELY COMPLEX AND SPECIALIZED.
Our manufacturing operations are complex and subject to disruption, including
for causes beyond our control. The fabrication of integrated circuits is an
extremely complex and precise process consisting of hundreds of separate steps.
It requires production in a highly controlled, clean environment. Minor
impurities, errors in any step of the fabrication process, defects in the masks
used to print circuits on a wafer or a number of other factors can cause a
substantial percentage of wafers to be rejected or numerous die on each wafer
not to function.
Our operating results are highly dependent upon our ability to produce
integrated circuits at acceptable manufacturing yields. Our operations may be
affected by lengthy or recurring disruptions of operations at any of our
production facilities or those of our subcontractors. These disruptions may
include electrical power outages, fire, earthquake, flooding or other natural
disasters. Disruptions of our manufacturing operations could cause significant
delays in shipments until we are able to shift the products from an affected
facility or subcontractor to another facility or subcontractor.
In the event of these types of delays, we cannot assure you that the required
alternative capacity, particularly wafer production capacity, would be available
on a timely basis or at all. Even if alternative wafer production capacity is
available, we may not be able to obtain it on favorable terms, which could
result in higher costs and/or a loss of customers. We may be unable to obtain
sufficient manufacturing capacity to meet demand, either at our own facilities
or through external manufacturing or similar arrangements with others.
Due to the highly specialized nature of the gallium arsenide integrated circuit
manufacturing process, in the event of a disruption at the Newbury Park,
California or Woburn, Massachusetts semiconductor wafer fabrication facilities,
alternative gallium arsenide production capacity would not be immediately
available from third-party sources. These disruptions could have a material
adverse effect on our business, financial condition and results of operations.
WE MAY NOT BE ABLE TO ACHIEVE MANUFACTURING YIELDS THAT CONTRIBUTE POSITIVELY TO
OUR GROSS MARGIN AND PROFITABILITY.
Minor deviations or perturbations in the manufacturing process can cause
substantial manufacturing yield loss, and in some cases, cause production to be
suspended. Manufacturing yields for new products initially tend to be lower as
we complete product development and commence volume manufacturing, and typically
increase as we bring the product to full production. Our forward product pricing
includes this assumption of improving manufacturing yields and, as a result,
material variances between projected and actual manufacturing yields will have a
direct effect on our gross margin and profitability. The difficulty of
forecasting manufacturing yields accurately and maintaining cost competitiveness
through improving manufacturing yields will continue to be magnified by the
increasing process
27
complexity of manufacturing semiconductor products. Our manufacturing operations
will also face pressures arising from the compression of product life cycles,
which will require us to manufacture new products faster and for shorter periods
while maintaining acceptable manufacturing yields and quality without, in many
cases, reaching the longer-term, high-volume manufacturing conducive to higher
manufacturing yields and declining costs.
WE ARE DEPENDENT UPON THIRD PARTIES FOR THE MANUFACTURE, ASSEMBLY AND TEST OF
OUR PRODUCTS.
We rely upon independent wafer fabrication facilities, called foundries, to
provide silicon-based products and to supplement our gallium arsenide wafer
manufacturing capacity. There are significant risks associated with reliance on
third-party foundries, including:
- the lack of ensured wafer supply, potential wafer shortages
and higher wafer prices;
- limited control over delivery schedules, manufacturing yields,
production costs and product quality; and
- the inaccessibility of, or delays in obtaining access to, key
process technologies.
Although we have long-term supply arrangements to obtain additional external
manufacturing capacity, the third-party foundries we use may allocate their
limited capacity to the production requirements of other customers. If we choose
to use a new foundry, it will typically take an extended period of time to
complete the qualification process before we can begin shipping products from
the new foundry. The foundries may experience financial difficulties, be unable
to deliver products to us in a timely manner or suffer damage or destruction to
their facilities, particularly since some of them are located in earthquake
zones. If any disruption of manufacturing capacity occurs, we may not have
alternative manufacturing sources immediately available. We may therefore
experience difficulties or delays in securing an adequate supply of our
products, which could impair our ability to meet our customers' needs and have a
material adverse effect on our operating results.
We also utilize subcontractors to package, assemble and test a portion of our
products. Because we rely on others to package, assemble or test our products,
we are subject to many of the same risks as are described above with respect to
foundries.
WE ARE DEPENDENT UPON THIRD PARTIES FOR THE SUPPLY OF RAW MATERIALS AND
COMPONENTS.
We believe we have adequate sources for the supply of raw materials and
components for our manufacturing needs with suppliers located around the world.
However, we are currently dependent on two suppliers for epitaxial wafers used
in the gallium arsenide semiconductor manufacturing processes at our
manufacturing facilities. Nevertheless, while we historically have not
experienced any significant difficulties in obtaining an adequate supply of raw
materials, including epitaxial wafers, and components necessary for our
manufacturing operations, we cannot assure you that we will not lose a
significant supplier or that a supplier will be able to meet performance and
quality specifications or delivery schedules.
Under a supply agreement entered into with Conexant in connection with the
Merger, we receive wafer fabrication, wafer probe and certain other services
from Jazz Semiconductor, Inc., a Newport Beach, California foundry joint venture
between Conexant and The Carlyle Group. Pursuant to our supply agreement with
Conexant, we are initially obligated to obtain certain minimum volume levels
from Jazz Semiconductor based on a contractual agreement between Conexant and
Jazz Semiconductor. Our expected minimum purchase obligations under this supply
agreement are anticipated to be approximately $45 million, $39 million and $13
million in fiscal 2003, 2004 and 2005, respectively.
WE ARE SUBJECT TO THE RISKS OF DOING BUSINESS INTERNATIONALLY.
Historically, a substantial majority of the Company's net revenues from
customers other than Conexant were derived from customers located outside the
United States, primarily countries located in the Asia-Pacific region and
Europe. In addition, we have suppliers located outside the United States and
third-party packaging, assembly and test facilities and foundries located in the
Asia-Pacific region. Our international sales and operations are subject to a
number of risks inherent in selling and operating abroad. These include, but are
not limited to, risks regarding:
- currency exchange rate fluctuations;
28
- local economic and political conditions;
- disruptions of capital and trading markets;
- restrictive governmental actions (such as restrictions on
transfer of funds and trade protection measures, including
export duties and quotas and customs duties and tariffs);
- changes in legal or regulatory requirements;
- limitations on the repatriation of funds;
- difficulty in obtaining distribution and support;
- the laws and policies of the United States and other countries
affecting trade, foreign investment and loans, and import or
export licensing requirements;
- tax laws; and
- limitations on our ability under local laws to protect our
intellectual property.
Because our international sales are denominated in U.S. dollars our products
could become less competitive in international markets if the value of the U.S.
dollar increases relative to foreign currencies. Moreover, we may be
competitively disadvantaged relative to our competitors located outside the
United States who may benefit from a devaluation of their local currency. We
cannot assure you that the factors described above will not have a material
adverse effect on our ability to increase or maintain our international sales.
OUR OPERATING RESULTS MAY BE NEGATIVELY AFFECTED BY SUBSTANTIAL QUARTERLY AND
ANNUAL FLUCTUATIONS AND MARKET DOWNTURNS.
Our revenues, earnings and other operating results have fluctuated in the past
and our revenues, earnings and other operating results may fluctuate in the
future. These fluctuations are due to a number of factors, many of which are
beyond our control. These factors include, among others:
- changes in end-user demand for the products (principally
digital cellular handsets) manufactured and sold by our
customers;
- the effects of competitive pricing pressures, including
decreases in average selling prices of our products;
- production capacity levels and fluctuations in manufacturing
yields;
- availability and cost of products from our suppliers;
- the gain or loss of significant customers;
- our ability to develop, introduce and market new products and
technologies on a timely basis;
- new product and technology introductions by competitors;
- changes in the mix of products produced and sold;
- market acceptance of our products and our customers;
- intellectual property disputes;
- seasonal customer demand;
- the timing of receipt, reduction or cancellation of
significant orders by customers; and
- the timing and extent of product development costs.
The foregoing factors are difficult to forecast, and these, as well as other
factors, could materially adversely affect our quarterly or annual operating
results. If our operating results fail to meet the expectations of analysts or
investors, it could materially and adversely affect the price of our common
stock.
OUR GALLIUM ARSENIDE SEMICONDUCTORS MAY NOT CONTINUE TO BE COMPETITIVE WITH
SILICON ALTERNATIVES.
We manufacture and sell gallium arsenide semiconductor devices and components,
principally power amplifiers and switches. The production of gallium arsenide
integrated circuits is more costly than the production of silicon circuits. As a
result, we must offer gallium arsenide products that provide superior
performance to that of silicon for specific applications to be competitive with
their respective silicon products. If we do not continue to offer products that
provide sufficiently superior performance to justify the cost differential, our
operating results may be materially and adversely affected. It is expected that
the costs of producing gallium arsenide integrated circuits will continue to
exceed the costs associated with the production of silicon circuits. The costs
differ because of higher costs of raw materials for gallium arsenide and higher
unit costs associated with smaller sized wafers and lower production
29
volumes. Silicon semiconductor technologies are widely-used process technologies
for certain integrated circuits and these technologies continue to improve in
performance. We cannot assure you that we will continue to identify products and
markets that require performance superior to that offered by silicon solutions.
WE MAY BE SUBJECT TO CLAIMS OF INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY
RIGHTS OR DEMANDS THAT WE LICENSE THIRD-PARTY TECHNOLOGY, WHICH COULD RESULT IN
SIGNIFICANT EXPENSE AND PREVENT US FROM USING OUR TECHNOLOGY.
The semiconductor industry is characterized by vigorous protection and pursuit
of intellectual property rights. From time to time, third parties have asserted
and may in the future assert patent, copyright, trademark and other intellectual
property rights to technologies that are important to our business and have
demanded and may in the future demand that we license their technology. At the
present time, we are in discussions with a third party who claims we are
infringing certain of its intellectual property rights. The third party has
filed a complaint in this matter but has not yet served Skyworks with the
complaint. Although we believe that these claims are without merit, we are in
discussions with this party to avoid litigation. The third party has indicated
its willingness to resolve these claims without litigation. If this third party
were to proceed with litigation, we are prepared to vigorously defend against
these claims. Moreover, we believe that the patent infringement claims that were
asserted would impact only a limited number of our RF IC product line which
presently accounts for less than 5% of our annualized revenues.
Any litigation to determine the validity of claims that our products infringe or
may infringe these rights, including claims arising from our contractual
indemnification of our customers, regardless of their merit or resolution, could
be costly and divert the efforts and attention of our management and technical
personnel. Regardless of the merits of any specific claim, we cannot assure you
that we would prevail in litigation because of the complex technical issues and
inherent uncertainties in intellectual property litigation. If litigation were
to result in an adverse ruling, we could be required to:
- pay substantial damages;
- cease the manufacture, import, use, sale or offer for sale of
infringing products or processes;
- discontinue the use of infringing technology;
- expend significant resources to develop non-infringing
technology; and
- license technology from the third party claiming infringement,
which license may not be available on commercially reasonable
terms.
IF WE ARE NOT SUCCESSFUL IN PROTECTING OUR INTELLECTUAL PROPERTY RIGHTS, IT MAY
HARM OUR ABILITY TO COMPETE.
We rely on patent, copyright, trademark, trade secret and other intellectual
property laws, as well as nondisclosure and confidentiality agreements and other
methods, to protect our proprietary technologies, devices, algorithms and
processes. In addition, we often incorporate the intellectual property of our
customers, suppliers or other third parties into our designs, and we have
obligations with respect to the non-use and non-disclosure of such third-party
intellectual property. In the future, it may be necessary to engage in
litigation or like activities to enforce our intellectual property rights, to
protect our trade secrets or to determine the validity and scope of proprietary
rights of others, including our customers. This could require us to expend
significant resources and to divert the efforts and attention of our management
and technical personnel from our business operations. We cannot assure you that:
- the steps we take to prevent misappropriation, infringement,
dilution or other violation of our intellectual property or
the intellectual property of our customers, suppliers or other
third parties will be successful;
- any existing or future patents, copyrights, trademarks, trade
secrets or other intellectual property rights will not be
challenged, invalidated or circumvented; or
- any of the measures described above would provide meaningful
protection.
Despite these precautions, it may be possible for a third party to copy or
otherwise obtain and use our technology without authorization, develop similar
technology independently or design around our patents. If any of our patents
fails to protect our technology, it would make it easier for our competitors to
offer similar products, potentially
30
resulting in loss of market share and price erosion. In addition, effective
patent, copyright, trademark and trade secret protection may be unavailable or
limited for certain technologies and in certain foreign countries.
OUR SUCCESS DEPENDS, IN PART, ON OUR ABILITY TO EFFECT SUITABLE INVESTMENTS,
ALLIANCES AND ACQUISITIONS, AND WE MAY HAVE DIFFICULTY INTEGRATING COMPANIES WE
ACQUIRE. SKYWORKS' MERGER WITH THE WIRELESS BUSINESS OF CONEXANT PRESENTS SUCH
RISKS.
Although we intend to invest significant resources in internal research and
development activities, the complexity and rapidity of technological changes and
the significant expense of internal research and development make it impractical
for us to pursue development of all technological solutions on our own. On an
ongoing basis, we intend to review investment, alliance and acquisition
prospects that would complement our product offerings, augment our market
coverage or enhance our technological capabilities. However, we cannot assure
you that we will be able to identify and consummate suitable investment,
alliance or acquisition transactions in the future. Moreover, if we consummate
such transactions, they could result in:
- issuances of equity securities dilutive to our stockholders;
- large one-time write-offs;
- the incurrence of substantial debt and assumption of unknown
liabilities;
- the potential loss of key employees from the acquired company;
- amortization expenses related to intangible assets; and
- the diversion of management's attention from other business
concerns.
Additionally, in periods following an acquisition, we will be required to
evaluate goodwill and acquisition-related intangible assets for impairment. When
such assets are found to be impaired, they will be written down to estimated
fair value, with a charge against earnings.
Integrating acquired organizations and their products and services may be
difficult, expensive, time-consuming and a strain on our resources and our
relationship with employees and customers and ultimately may not be successful.
WE MAY BE RESPONSIBLE FOR PAYMENT OF A SUBSTANTIAL AMOUNT OF U.S. FEDERAL INCOME
AND OTHER TAXES UPON CERTAIN EVENTS.
In connection with Conexant's spin-off of its wireless business prior to the
Merger, Conexant sought and received a ruling from the Internal Revenue Service
to the effect that certain transactions related to and including the spin-off
qualified as a reorganization and as tax-free for U.S. federal income tax
purposes. While the tax ruling generally is binding on the Internal Revenue
Service, the continuing validity of the ruling is subject to certain factual
representations and assumptions. In connection with the Merger we entered into a
tax allocation agreement with Conexant that generally provides, among other
things, that we will be responsible for certain taxes imposed on various persons
(including Conexant) as a result of either:
- the failure of certain spin-off transactions to qualify as a
reorganization for U.S. federal income tax purposes, or
- the failure of certain spin-off transactions to qualify as
tax-free to Conexant for certain U.S. federal income tax
purposes,
if such failure is attributable to certain actions or transactions by or in
respect of Skyworks (including our subsidiaries) or our stockholders, such as
the acquisition of stock of Skyworks by a third party at a time and in a manner
that would cause such failure. In addition, the tax allocation agreement
provides that we will be responsible for various other tax obligations and for
compliance with various representations, statements, and conditions made in the
course of obtaining the tax ruling referenced above and in connection with the
tax allocation agreement. Our obligations under the tax allocation agreement
have been limited by a letter agreement dated November 6, 2002 entered into in
connection with our debt refinancing with Conexant. Nevertheless, if we do not
carefully monitor our compliance with the requirements imposed as a result of
the spin-off and related transactions and our responsibilities under the tax
allocation agreement, we might inadvertently trigger an obligation to indemnify
certain persons
31
(including Conexant) pursuant to the tax allocation agreement or
other obligations under such agreement. In addition, our indemnity obligations
could discourage or prevent a third party from making a proposal to acquire
Skyworks.
If we were required to pay any of the taxes described above, the payment could
be very substantial and have a material adverse effect on our business,
financial condition, results of operations and cash flow.
In addition, it is expected that the interest payments we are required to make
on our $45 million principal amount of 15 percent convertible subordinated notes
due June 30, 2005 issued to Conexant will not be deductible for tax purposes.
Our inability to offset our interest expense from these notes against other
income may increase our tax liability currently and in future years.
Further, the terms of the 15% convertible senior subordinated notes due 2005
require us to pay the principal due at the maturity date or upon certain
acceleration events in a number of shares of our common stock equal to the
principal due at such time divided by the applicable conversion price on such
date. If the fair market value of our common stock on such date is less than the
applicable conversion price, we may recognize cancellation of indebtedness
income for tax purposes equal to the excess of the principal amount of these
notes due at such time over the fair market value of the common stock issued by
us to satisfy our obligations under these notes.
CERTAIN PROVISIONS IN OUR ORGANIZATIONAL DOCUMENTS AND DELAWARE LAW MAY MAKE IT
DIFFICULT FOR SOMEONE TO ACQUIRE CONTROL OF US.
We have certain anti-takeover measures that may affect our common stock. Our
certificate of incorporation, our by-laws and the Delaware General Corporation
Law contain several provisions that would make more difficult an acquisition of
control of us in a transaction not approved by our board of directors. Our
certificate of incorporation and by-laws include provisions such as:
- the division of our board of directors into three classes to
be elected on a staggered basis, one class each year;
- the ability of our board of directors to issue shares of
preferred stock in one or more series without further
authorization of stockholders;
- a prohibition on stockholder action by written consent;
- elimination of the right of stockholders to call a special
meeting of stockholders;
- a requirement that stockholders provide advance notice of any
stockholder nominations of directors or any proposal of new
business to be considered at any meeting of stockholders;
- a requirement that the affirmative vote of at least 66 2/3
percent of our shares be obtained to amend or repeal any
provision of our by-laws or the provision of our certificate
of incorporation relating to amendments to our by-laws;
- a requirement that the affirmative vote of at least 80 percent
of our shares be obtained to amend or repeal the provisions of
our certificate of incorporation relating to the election and
removal of directors, the classified board or the right to act
by written consent;
- a requirement that the affirmative vote of at least 80 percent
of our shares be obtained for business combinations unless
approved by a majority of the members of the board of
directors and, in the event that the other party to the
business combination is the beneficial owner of 5 percent or
more of our shares, a majority of the members of board of
directors in office prior to the time such other party became
the beneficial owner of 5 percent or more of our shares;
- a fair price provision; and
- a requirement that the affirmative vote of at least 90 percent
of our shares be obtained to amend or repeal the fair price
provision.
In addition to the provisions in our certificate of incorporation and by-laws,
Section 203 of the Delaware General Corporation Law generally provides that a
corporation shall not engage in any business combination with any interested
stockholder during the three-year period following the time that such
stockholder becomes an interested stockholder, unless a majority of the
directors then in office approves either the business combination or the
32
transaction that results in the stockholder becoming an interested stockholder
or specified stockholder approval requirements are met.
WE MAY BE LIABLE FOR PENALTIES UNDER ENVIRONMENTAL LAWS, RULES AND REGULATIONS,
WHICH COULD ADVERSELY IMPACT OUR BUSINESS.
We have used, and will continue to use, a variety of chemicals and compounds in
manufacturing operations and have been and will continue to be subject to a wide
range of environmental protection regulations in the United States. While we
have not experienced any material adverse effect on our operations as a result
of such regulations, we cannot assure you that current or future regulations
would not have a material adverse effect on our business, financial condition
and results of operations. Environmental regulations often require parties to
fund remedial action regardless of fault. Consequently, it is often difficult to
estimate the future impact of environmental matters, including potential
liabilities. We cannot assure you that the amount of expense and capital
expenditures that might be required to satisfy environmental liabilities, to
complete remedial actions and to continue to comply with applicable
environmental laws will not have a material adverse effect on our business,
financial condition and results of operations.
WE HAVE ADOPTED NEW ACCOUNTING POLICIES THAT COULD NEGATIVELY IMPACT OUR
EARNINGS FOR FISCAL 2003.
We have adopted SFAS No. 142 "Goodwill and Other Intangible Assets." This policy
requires us to evaluate the goodwill and intangible assets that we report on our
balance sheet for potential impairment using a fair value method. The goodwill
impairment test is a two-step process. The Company expects to complete first
step of the transitional impairment test on or prior to March 31, 2003 and, if
necessary, the second step of the transitional impairment test on or prior to
the end of fiscal 2003. The Company may be required to record a substantial
transitional impairment charge as a result of adopting SFAS No. 142. The
carrying value of goodwill and intangible assets, subject to the transitional
impairment test, is approximately $907.5 million at December 31, 2002.
OUR STOCK PRICE HAS BEEN VOLATILE AND MAY FLUCTUATE IN THE FUTURE.
The trading price of our common stock may fluctuate significantly. This price
may be influenced by many factors, including:
- our performance and prospects;
- the performance and prospects of our major customers;
- the depth and liquidity of the market for our common stock;
- investor perception of us and the industry in which we
operate;
- changes in earnings estimates or buy/sell recommendations by
analysts;
- general financial and other market conditions; and
- domestic and international economic conditions.
Public stock markets have experienced, and are currently experiencing, extreme
price and trading volume volatility, particularly in the technology sectors of
the market. This volatility has significantly affected the market prices of
securities of many technology companies for reasons frequently unrelated to or
disproportionately impacted by the operating performance of these companies.
These broad market fluctuations may adversely affect the market price of our
common stock.
In addition, fluctuations in our stock price and our price-to-earnings multiple
may have made our stock attractive to momentum, hedge or day-trading investors
who often shift funds into and out of stocks rapidly, exacerbating price
fluctuations in either direction particularly when viewed on a quarterly basis.
33
OUR DEBT SERVICE OBLIGATIONS MAY ADVERSELY AFFECT OUR CASH FLOW.
For so long as our $230 million aggregate principal amount of 4.75 percent
convertible subordinated notes remain outstanding, we will have debt service
obligations on such notes of approximately $10,925,000 per year in interest
payments. In addition, we will have debt service obligations on our $45 million
principal amount of 15 percent convertible senior subordinated notes due June
30, 2005 issued to Conexant of approximately $6,750,000 per year. If we issue
other debt securities in the future, our debt service obligations will increase.
If we are unable to generate sufficient cash to meet these obligations and must
instead use our existing cash or investments, we may have to reduce or curtail
other activities of our business.
We intend to fulfill our debt service obligations from cash generated by our
operations, if any, and from our existing cash and investments. If necessary,
among other alternatives, we may add lease lines of credit to finance capital
expenditures and we may obtain other long-term debt, lines of credit and other
financing.
Our indebtedness could have significant negative consequences, including:
- increasing our vulnerability to general adverse economic and
industry conditions;
- limiting our ability to obtain additional financing;
- requiring the dedication of a substantial portion of any cash
flow from operations to service our indebtedness, thereby
reducing the amount of cash flow available for other purposes,
including capital expenditures;
- limiting our flexibility in planning for, or reacting to,
changes in our business and the industry in which we compete;
and
- placing us at a possible competitive disadvantage to less
leveraged competitors and competitors that have better access
to capital resources.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our financial instruments include cash and cash equivalents, short-term debt and
long-term debt. Our main investment objective is the preservation of investment
capital. Consequently, we invest with only high-credit-quality issuers and we
limit the amount of our credit exposure to any one issuer. We do not use
derivative instruments for speculative or investment purposes.
Our cash and cash equivalents are not subject to significant interest rate risk
due to the short maturities of these instruments. As of December 31, 2002, the
carrying value of our cash and cash equivalents approximates fair value.
The Company has issued fixed-rate debt, which is convertible into our common
stock at a predetermined or market related conversion price. Convertible debt
has characteristics that give rise to both interest-rate risk and market risk
because the fair value of the convertible security is affected by both the
current interest-rate environment and the price of the underlying common stock.
For the quarter ended December 31, 2002 the Company's convertible debt, on an
if-converted basis, was not dilutive and, as a result, had no impact on the
Company's net income per share (assuming dilution). In future periods, the debt
may be converted, or the if-converted method may be dilutive and net income per
share (assuming dilution) would be reduced. Our long-term debt consists of $230
million of 4.75 percent unsecured convertible subordinated notes due November
2007, $45 million of 15 percent unsecured convertible senior subordinated notes
due June 2005 and a ten-year $960,000 loan from the State of Maryland under the
Community Development Block Grant ("CDBG") program due December 2003 at an
interest rate of 5 percent. Our short-term debt on December 31, 2002 consists of
the current portion of the loan under the CDBG program. We do not believe that
we have significant cash flow exposure on our short-term or long-term debt.
34
ITEM 4 CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures
Under the supervision and with the participation of our management, including
our President and Chief Executive Officer and Chief Financial Officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-14(c) under the Exchange Act) as
of a date (the "Evaluation Date") within 90 days prior to the filing date of
this report. Based upon that evaluation, the President and Chief Executive
Officer and Chief Financial Officer concluded that, as of the Evaluation Date,
our disclosure controls and procedures were effective in timely alerting them to
the material information relating to us (or our consolidated subsidiaries)
required to be included in our periodic SEC filings. In designing and evaluating
the disclosure controls and procedures, our management recognized that any
controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives, and our
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
(b) Changes in internal controls.
There were no significant changes made in our internal controls during the
period covered by this report or, to our knowledge, in other factors that could
significantly affect these controls subsequent to the date of our evaluation.
35
PART II - OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
The Company has settled an outstanding complaint with Skyworks Technologies,
Inc., which included a release of all pending claims and an arrangement for
mutual coexistence using the name Skyworks. The complaint alleged trademark
infringement, false designation of origin, unfair competition, and false
advertising by the Company. The settlement did not have a material effect on our
financial position or results of operations.
ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS
On November 12, 2002, the Company sold $230 million aggregate principal amount
of its 4.75 percent convertible subordinated notes due November 15, 2007 (the
"Junior Notes") in a private placement pursuant to Section 4(2) of the
Securities Act of 1933, as amended (the "Securities Act") at a purchase price
equal to 100 percent of the principal amount at maturity of the notes, resulting
in net proceeds to the Company of approximately $222.6 million. The initial
purchasers, Credit Suisse First Boston Corporation, CIBC World Markets Corp. and
U.S. Bancorp Piper Jaffray Inc., purchased the Junior Notes at 97 percent of the
issue price and resold them in private resale transactions to qualified
institutional buyers pursuant to Rule 144A of the Exchange Act of 1934, as
amended. The Junior Notes are convertible at the option of the holder at any
time on or prior to maturity into shares of our common stock at a conversion
price of $9.0505 per share which is equal to 110.4911 shares per $1,000
principal amount of notes, subject to adjustment. The Junior Notes are
subordinated to our existing and future senior indebtedness (including the
Senior Notes discussed below). We may redeem the Junior Notes at any time after
November 20, 2005. The redemption price of the Junior Notes during the period
between November 20, 2005 through November 14, 2006 will be $1,011.875 per
$1,000 principal amount of notes to be redeemed, plus accrued and unpaid
interest, if any, to the redemption date, and the redemption price of the notes
beginning on November 15, 2006 and thereafter will be $1,000 per $1,000
principal amount of notes to be redeemed, plus accrued and unpaid interest, if
any, to the redemption date. Holders may require the Company to repurchase the
Junior Notes upon a change in control of the Company.
The net proceeds from the offering of Junior Notes were principally used to
retire $105 million of a $150 million note issued to Conexant for the purchase
of the Mexicali Operations and to prepay $65 million principal amount
outstanding as of November 13, 2002 under a separate loan facility with
Conexant, dissolving the loan facility. In connection with the prepayment of
$105 million of the $150 million note relating to the purchase of the Mexicali
Operations, the remaining $45 million principal balance on this note was
exchanged, in a private placement to Conexant pursuant to Section 3(a)(9) and/or
4(2) of the Securities Act, for an equal principal amount of new 15 percent
Interim Convertible Notes due June 30, 2005 (the "Interim Notes") with a
maturity date of June 30, 2005. In addition to the retirement of $170 million in
principal amount of indebtedness owing to Conexant, we also retained
approximately $53 million of net proceeds of the private placement to support
our working capital needs.
On November 25, 2002, the Company issued $45 million aggregate principal amount
of 15 percent Convertible Senior Subordinated Notes due June 30, 2005 (the
"Senior Notes") to Conexant, in a private placement pursuant to Section 3(a)(9)
and/or 4(2) of the Securities Act, in exchange for an equal principal amount of
Interim Notes which were issued to Conexant in November 2002. The Senior Notes
mature on June 30, 2005, unless earlier converted or redeemed. At maturity
(including upon certain acceleration events), we will pay the principal amount
of the Senior Notes by issuing a number of shares of common stock equal to the
principal amount of the Senior Notes then due and payable divided by the
applicable conversion price in effect on such date, together with cash in lieu
of any fractional shares. The Senior Notes are convertible at the option of the
holder into shares of our common stock, at the applicable conversion price as of
the related conversion date, at any time prior to maturity at an initial
conversion price of $7.87 per share, subject to adjustment for certain
anti-dilution events and as follows: in the event that the market price of our
common stock is below the conversion price for a specified period, the Senior
Notes are convertible into that number of shares of our common stock that is
equal to the principal amount of the Senior Notes being converted divided by the
market price of our common stock, provided that in no event will the number of
36
shares issued exceed 125 percent of the number of shares that the holders would
have received at the initial conversion price. We may redeem the Senior Notes at
any time after May 12, 2004 at $1,030 per $1,000 principal amount of Senior
Notes to be redeemed, plus accrued and unpaid interest. Holders of the Senior
Notes may require us to repurchase the Senior Notes upon a change in control.
The Company did not receive any separate cash proceeds from the issuance of the
Senior Notes.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
NUMBER DESCRIPTION
- ------ -----------
4.a Indenture, dated as of November 12, 2002, by and between the Company and State Street Bank
and Trust Company (as Trustee) (1)
4.b Form of 4.75% Convertible Subordinated Note of the Company (1)
4.c Indenture, dated as of November 20, 2002, by and between the Company and Wachovia Bank,
National Association (as Trustee) (1)
4.d Form of 15% Senior Convertible Note of the Company (1)
4.e First Supplemental Indenture dated as of January 15, 2003 between Skyworks Solutions,
Inc. and Wachovia Bank, National Association (as Trustee) (2)
10.a First Amendment of Financing Agreement, dated as of November 6, 2002, by and among the
Company, certain of its subsidiaries and Conexant Systems, Inc. (3)
10.b Letter Agreement, dated as of November 6, 2002, by and between the Company and Conexant
Systems, Inc. (3)
10.c Registration Rights Agreement, dated as of November 12, 2002, by and among the Company
and Credit Suisse First Boston (as representative for the several purchasers) (1)
10.d Registration Rights Agreement, dated as of November 12, 2002, by and between the
Company and Conexant Systems, Inc. (1)
10.e Registration Rights Agreement, dated as of November 12, 2002, by and between the
Company and Conexant Systems, Inc. (1)
10.f Purchase Agreement dated November 5, 2002 among the Registrant and Credit Suisse First
Boston Corporation (as representative of several purchasers) *
99 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. *
* Filed Herewith.
(1) Incorporated by reference to the exhibit filed with our Annual
Report on Form 10-K for the fiscal year ended September 27,
2002.
(2) Incorporated by reference to the exhibit filed with our
Registration Statement on Form S-3/A filed on
37
January 16, 2003.
(3) Incorporated by reference to the exhibits filed with our
Current Report on Form 8-K dated November 6, 2002.
(b) Reports on Form 8-K
On November 6, 2002, a Form 8-K was filed which served to incorporate by
reference the Company's press releases dated November 5, 2002 and November 6,
2002 relating to a private placement of convertible subordinated notes of the
Company. The notes are convertible at the option of the holders into common
stock of the Company at a conversion price of $9.05, subject to adjustment.
On November 8, 2002, a Form 8-K was filed which served to provide details
relating to the Company's private placement of convertible subordinated notes.
On November 8, 2002, a Form 8-K was filed which served to provide pro forma
consolidated financial information for the nine months ended June 30, 2002 as if
the Merger and the subsequent acquisition by Skyworks of the Mexicali operation
had occurred on October 1, 2001.
On November 12, 2002, a Form 8-K/A was filed which served to amend the previous
filing on November 8, 2002 that provided pro forma financial information.
38
SIGNATURES
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: February 10, 2002
SKYWORKS SOLUTIONS, INC. AND SUBSIDIARIES
Registrant
By: /s/ David J. Aldrich
--------------------------------
David J. Aldrich
Chief Executive Officer
President
Director
By: /s/ Paul E. Vincent
--------------------------------
Paul E. Vincent
Chief Financial Officer
Principal Financial Officer
Principal Accounting Officer
Secretary
39
CERTIFICATIONS
I, David J. Aldrich, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Skyworks Solutions,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 10, 2003
/s/ David J. Aldrich
- ------------------------------------
David J. Aldrich
President and Chief Executive Officer
40
I, Paul E. Vincent, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Skyworks Solutions,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: February 10, 2003
/s/ Paul E. Vincent
- ------------------------------------
Paul E. Vincent
Chief Financial Officer, Treasurer and Secretary
41
EXHIBIT INDEX
NUMBER DESCRIPTION
- ------ -----------
4.a Indenture, dated as of November 12, 2002, by and between the Company and State
Street Bank and Trust Company (as Trustee) (1)
4.b Form of 4.75% Convertible Subordinated Note of the Company (1)
4.c Indenture, dated as of November 20, 2002, by and between the Company and Wachovia
Bank, National Association (as Trustee) (1)
4.d Form of 15% Senior Convertible Note of the Company (1)
4.e First Supplemental Indenture dated as of January 15, 2003 between Skyworks Solutions,
Inc. and Wachovia Bank, National Association (as Trustee) (2)
10.a First Amendment of Financing Agreement, dated as of November 6, 2002, by and among
the Company, certain of its subsidiaries and Conexant Systems, Inc. (3)
10.b Letter Agreement, dated as of November 6, 2002, by and between the Company and
Conexant Systems, Inc. (3)
10.c Registration Rights Agreement, dated as of November 12, 2002, by and among the
Company and Credit Suisse First Boston (as representative for the several purchasers) (1)
10.d Registration Rights Agreement, dated as of November 12, 2002, by and between the
Company and Conexant Systems, Inc. (1)
10.e Registration Rights Agreement, dated as of November 12, 2002, by and between the
Company and Conexant Systems, Inc. (1)
10.f Purchase Agreement dated November 5, 2002 among the Registrant and Credit Suisse
First Boston Corporation (as representative of several purchasers) *
99 Certification pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002. *
* Filed Herewith.
(1) Incorporated by reference to the exhibit filed with our Annual Report
on Form 10-K for the fiscal year ended September 27, 2002.
(2) Incorporated by reference to the exhibit filed with our Registration
Statement on Form S-3/A filed on January 16, 2003.
(3) Incorporated by reference to the exhibits filed with our Current Report
on Form 8-K dated November 6, 2002.
42