EX-99 3 exhibit99.htm PRESS RELEASE

EXHIBIT 99.1

Skyworks Media Relations: Skyworks Investor Relations:
Lisa Briggs
(949) 231-4553
Thomas Schiller
(949) 231-4700

Skyworks Improves Upon Level of Operating Profitability and
Delivers on Guidance

Gross Margin Exceeds 40 Percent

WOBURN, Mass., April 16, 2003 – Skyworks Solutions, Inc. (Nasdaq: SWKS), the industry’s leading wireless semiconductor company focused on radio frequency (RF) and complete cellular system solutions for mobile communications applications, today announced revenues of $157.4 million for the second fiscal quarter ended March 28, 2003, up 22 percent versus combined company revenues of $128.5 million in the same period last year and compared to $160.2 million in the first fiscal quarter.

        Pro forma operating income was $4.0 million as compared to combined company losses of $22.7 million in the same period last year and $3.7 million of operating income last quarter. Second quarter fiscal 2003 pro forma loss per share was $0.01 and in-line with consensus estimates.

        Operating loss in accordance with GAAP for the second fiscal quarter was $0.9 million, which includes amortization of intangible assets and costs to implement consolidations. GAAP loss per share was $0.04.

        “Despite the seasonally weak March quarter, Skyworks was able to maintain revenues in our wireless business driven by the ramp of new design wins, particularly within our direct conversion transceiver and cellular systems product areas, resulting in capture of an increasing amount of semiconductor content within the handset,” said David J. Aldrich, Skyworks’ president and chief executive officer. “At the same time, we leveraged our module manufacturing capability and low cost structure to achieve gross margin of 44 percent in our wireless business and 40 percent on an aggregate basis, yielding a higher level of operating profitability.”

Business Accomplishments

  • Completed all facility consolidations and shifted GaAs HBT production from Sunnyvale, Calif. to Newbury Park, Calif. and manufacturing from Haverhill, Mass. to Mexicali, Mexico
  • Reduced Mexicali cycle times to less than five days
  • Maintained module manufacturing yields of greater than 95 percent
  • Expanded gross margin by 270 basis points sequentially to 40 percent on an aggregate basis and to 44 percent when excluding assembly and test service revenues

Product Highlights

Front-End Modules

  • Introduced the world’s most highly integrated RF transmit front-end module for quad-band GSM/GPRS cellular handsets, combining the company’s power amplifier (PA) and switch functions into a single low-cost module
  • Scored 20 design wins based on the company’s quad-band GSM/GPRS 8mm x 10mm iPAC™ PA module
  • Launched the industry’s smallest 3mm x 3mm PA modules for CDMA cellular handsets, PCS and wireless local loop applications

RF Subsystems

  • Delivered record single-chip direct conversion transceiver unit shipments
  • Qualified complete GSM/GPRS RF subsystem with the new Intel(R)PXA800F cellular processor
  • Secured initial design wins for the GSM/GPRS Single Package Radio™ Solution, the world’s first complete handset radio system that fits into a single, dime-sized package

Cellular Systems

  • Increased complete cellular systems chipset units by 15 percent sequentially
  • Captured 5 additional OEM, ODM and contract manufacturer customers
  • Unveiled a GSM/GPRS three-chip system solution incorporating a baseband processor, mixed-signal device and Single Package Radio

Third Quarter Fiscal 2003 Outlook

        “Although we enter the June quarter with strong design win momentum, given the current economic environment, coupled with reported wireless softness in China, Korea and India, we are planning for June quarterly revenues within our wireless business to be flat to down five percent sequentially,” said Paul E. Vincent, Skyworks’ chief financial officer. “In parallel, per our supply agreement with Conexant and based on their outsourcing needs, we anticipate that revenue from our assembly and test operation will be approximately $11 million, versus $13 million in the March quarter.

        “Operationally, we expect our gross margin to be roughly 41 to 42 percent within our wireless business and 38 percent on an aggregate basis. Meanwhile, we are projecting operating expenses to decline to slightly less than $57 million as we continue to execute on our cost reduction initiatives and tap additional merger synergies. In turn, during a time of market uncertainty, we intend to maintain operating profitability,” Vincent concluded.

Skyworks’ Second Quarter Conference Call

        Skyworks will host a conference call at 5:00 p.m. Eastern Time today to discuss second quarter fiscal year 2003 financial results. To listen to the call via telephone, please dial (888) 207-9995 (domestic) or (334) 323-9852 (international), password Skyworks. To listen to the call over the Internet, please visit the “Investor Relations” section of Skyworks’ Web site at www.skyworksinc.com or www.companyboardroom.com. The webcast will be recorded and available for replay on Skyworks’ Web site until 9:00 p.m. Eastern Time, April 23, 2003.

About Skyworks

        Skyworks Solutions, Inc. is the industry’s leading wireless semiconductor company focused on RF and complete cellular system solutions for mobile communications applications. The company began operations in June 2002, following the completion of the merger between Alpha Industries, Inc. and Conexant Systems, Inc.‘s wireless communications business. Skyworks is focused on providing front-end modules, RF subsystems and cellular systems to wireless handset and infrastructure customers worldwide.

        Skyworks is headquartered in Woburn, Mass., with executive offices in Irvine, Calif. The company has design, engineering, manufacturing, marketing, sales and service facilities throughout North America, Europe, Japan and Asia Pacific. For more information please visit www.skyworksinc.com.

Safe Harbor Statement

        This news release includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include information relating to future results of Skyworks (including certain projections and business trends). Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “believes,” “plans,” “may,” “will,” “continue,” similar expressions, and variations or negatives of these words. All such statements are subject to certain risks and uncertainties that could cause actual results to differ materially and adversely from those projected, and may affect our future operating results, financial position and cash flows.

        These risks and uncertainties include, but are not limited to: global economic and market conditions, such as the cyclical nature of the semiconductor industry and the markets addressed by the company’s and its customers’ products; demand for and market acceptance of new and existing products; the ability to develop, manufacture and market innovative products in a rapidly changing technological environment; the ability to compete with products and prices in an intensely competitive industry; product obsolescence; losses or curtailments of purchases from key customers or the timing of customer inventory adjustments; the timing of new product introductions; the availability and extent of utilization of raw materials, critical manufacturing equipment and manufacturing capacity; pricing pressures and other competitive factors; changes in product mix; fluctuations in manufacturing yields; the ability to continue to grow and maintain an intellectual property portfolio and obtain needed licenses from third parties; the ability to attract and retain qualified personnel; labor relations of the company, its customers and suppliers; economic, social and political conditions in the countries in which Skyworks, its customers or its suppliers operate, including security risks, possible disruptions in transportation networks and fluctuations in foreign currency exchange rates; and the uncertainties of litigation, as well as other risks and uncertainties, including but not limited to those detailed from time to time in the company’s Securities and Exchange Commission filings.

        These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

        Note to editors: iPAQ, Single Package Radio, Skyworks and Skyworks Solutions are trademarks or registered trademarks of Skyworks Solutions, Inc. or its subsidiaries in the U.S. and in other countries. All other brands and names listed are trademarks of their respective companies.


SKYWORKS SOLUTIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS


(unaudited) Three Months Ended
(in thousands, except per share data)
Pro Forma
March 28, 2003

Pro Forma
Adjustments

GAAP
March 28, 2003

GAAP
March 29, 2002

Net sales     $ 157,364   $ --   $ 157,364   $ 100,356  
    Cost of sales    93,845    --    93,845    70,923  
    Research and development expenses    40,109    --    40,109    31,620  
    Selling and administrative expenses    19,386    3,849 [a]  23,235    11,431  
    Amortization of intangible assets    --    1,108    1,108    4,007  




Operating income (loss)    4,024    (4,957 )  (933 )  (17,625 )




Interest expense    5,047    --    5,047    --  
Other income, net    626    --    626    7  




Income (loss) before income taxes    (397 )  (4,957 )  (5,354 )  (17,618 )
Provision for income taxes    601    --    601    721  




Net income (loss)   $ (998 ) $ (4,957 ) $ (5,955 ) $ (18,339 )




Net income (loss) per share, basic   $(0.01 )       (0.04 )     

 
 
Net income (loss) per share, diluted   $(0.01 )       (0.04 )     

 
 
Weighted average shares, basic    138,141        138,141        

 
 
Weighted average shares, diluted    138,141        138,141    


 

[a]     Represents certain costs incurred to implement consolidations.

Basis of Presentation — The above operating results for the three months ended March 29, 2002 reflect the application of reverse merger accounting principles under GAAP which provide that the historical results of Conexant Systems, Inc.‘s wireless communications business be treated as the historical results of the Company.

The pro forma presentation above and the supplemental information below are not intended to present results of operations in accordance with GAAP. However, the Company believes this information is useful in understanding the results of operations because the Company does not believe the costs in the pro forma adjustments column to be indicative of the Company’s ongoing operations. Accordingly, the Company measures its operating profitability on a pro forma operating income basis.


Supplemental Information — The following table sets forth revenue and operating results for the eight previous fiscal quarters, excluding amortization of intangible assets, costs to implement consolidations and one-time items, assuming Alpha Industries, Inc. and Conexant Systems, Inc.‘s wireless business had been combined for all periods presented. (See attached reconciliation to GAAP):  

(unaudited)
(in millions)
Quarter ended
Revenue
Operating income (loss)
      March 2003     $ 157.4   $ 4.0  
    December 2002   $ 160.2   $ 3.7  
    September 2002   $ 150.7   $ 0.5  
    June 2002   $ 137.0   $ (19.0 )
    March 2002   $ 128.5   $ (22.7 )
    December 2001   $ 126.9   $ (30.8 )
    September 2001   $ 99.4   $ (23.1 )
    June 2001   $ 83.3   $ (59.4 )





Six Months Ended
(unaudited)
(in thousands, except per share data)

Pro Forma
March 28, 2003

Pro Forma
Adjustments

GAAP
March 28, 2003

GAAP
March 29, 2002

Net sales     $ 317,558   $ --   $ 317,558   $ 194,116  
    Cost of sales    193,724    (4,805 )  [a]  188,919    148,729  
    Research and development expenses    77,410    --    77,410    63,801  
    Selling and administrative expenses    38,681    4,806    [b]  43,487    22,067  
    Amortization of intangible assets    --    2,235    2,235    7,944  




Operating income (loss)    7,743    (2,236 )  5,507    (48,425 )




Interest expense    10,781    --    10,781    --  
Other income, net    1,449    --    1,449    59  




Income (loss) before income taxes    (1,589 )  (2,236 )  (3,825 )  (48,366 )
Provision for income taxes    1,339    --    1,339   4,270 




Net income (loss)   $ (2,928 ) $ (2,236 ) $ (5,164 ) $ (52,636 )




Net income (loss) per share, basic   $ (0.02)     $ (0.04)


Net income (loss) per share, diluted   $ (0.02)     $ (0.04)


Weighted average shares, basic    138,019          138,019


Weighted average shares, diluted    138,019          138,019


[a]     Represents a change in the estimate of certain merger-related reserves.

[b]     Represents certain costs incurred to implement consolidations.



SKYWORKS SOLUTIONS, INC.
CONSOLIDATED BALANCE SHEETS

(unaudited)
(in thousands)

March 28,
2003

Sept 27,
2002

Assets            
Current assets:  
       Cash, cash equivalents and short-term investments   $ 84,327   $ 53,358  
       Accounts receivable, net    122,127    94,425  
       Inventories    56,821    55,643  
       Prepaid expenses and other current assets    18,322    23,970  
   Property, plant and equipment, net    151,761    143,773  
   Goodwill and intangible assets, net [a]    939,906    940,686  
   Other assets    47,789    35,057  


      Total assets   $ 1,421,053   $ 1,346,912  


Liabilities and Equity  
Current liabilities:  
      Current portion of long-term debt   $ 99   $ 129  
      Accounts payable    69,332    45,350  
      Accrued liabilities and other current liabilities    58,961    102,148  
    Long-term debt    275,000    180,039  
    Other long-term liabilities    4,320    4,270  
    Stockholders' equity    1,013,341    1,014,976  


       Total liabilities and equity   $ 1,421,053   $ 1,346,912  


[a]     The Company has adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” As a result of the adoption of SFAS No. 142, the Company is required to evaluate for impairment goodwill and intangible assets that have indefinite lives. Based on an initial evaluation, the Company has determined that its goodwill and intangible assets are impaired and expects to record a significant non-cash charge to earnings in the second half of fiscal 2003. The amount of this charge has not yet been determined.


SKYWORKS SOLUTIONS, INC.
RECONCILIATION OF SUPPLEMENTAL INFORMATION TO GAAP

(unaudited)
(in millions)


Revenue
Quarter ended
Supplemental
information

Less:
Alpha (1)

GAAP
March 2003     $ 157.4   $ --        $ 157.4  
December 2002    160.2    --         160.2  
September 2002    150.7    --         150.7  
June 2002    137.0    24.0         113.0  
March 2002    128.5    28.1         100.4  
December 2001    126.9    33.1         93.8  
September 2001    99.4    33.0         66.4  
June 2001    83.3    32.3         51.0  



Operating income (loss)
Quarter ended
Supplemental
information

Less:
Alpha (1)

Adjustments (2)
GAAP
March 2003     $ 4.0   $ --   $(4.9 $ (0.9
December 2002    3.7    --    2.7    6.4  
September 2002    0.5    --    2.4    2.9  
June 2002    (19.0  (9.1  (196.0  (205.9
March 2002    (22.7  (13.7  (8.6  (17.6
December 2001    (30.8  (6.1  (6.1  (30.8
September 2001    (23.1  (5.3  (4.3  (22.1
June 2001    (59.4  (7.7  (90.4  (142.1


  (1)   The supplemental information assumes Alpha and Conexant’s wireless business had been combined for all periods presented. The GAAP results reflect the application of reverse merger accounting principles which provide that the historical results of Conexant’s wireless business be treated as the historical results of the combined entity. Therefore, the GAAP results reflect the Conexant wireless business only for all periods through June 25, 2002, the date the merger closed, and combined results for all periods thereafter.

  (2)   These amounts consist primarily of costs incurred to implement consolidations, the recording of and changes in estimates of merger-related and restructuring expenses and reserves, purchased in-process research and development, write-downs of goodwill and manufacturing assets, and amortization of intangible assets.