Skyworks Solutions, Inc. (SWKS) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the Skyworks Solutions Annual Meeting. At this time, I will turn the conference -- the call over to Dave Aldrich, the Chairman of the Board. Mr. Aldrich, please go ahead.

Yes, thank you. Good afternoon, everyone, and welcome to the 2020 Annual Meeting of Stockholders of Skyworks Solutions, Inc. I am Dave Aldrich, the Chairman of the Board. Joining me virtually today are Liam Griffin, our President and Chief Executive Officer; Robert Terry, our Senior Vice President, General Counsel and Secretary, who will act as Secretary of the Annual Meeting; and Matthew Sant, our Vice President, Deputy General Counsel and Assistant Secretary. So at this time, I'll officially call the meeting to order. Today's meeting will proceed as follows. I will first introduce the representatives of the company participating in the meeting. Matt will then conduct the formal business of the annual meeting. After that, Liam will give a brief presentation regarding the state of the company, followed by a question-and-answer session. In addition to Liam and myself, the following directors are on the line joining us in today's virtual meeting: Christine King, our Lead Independent Director; Alan Batey; Kevin Beebe; Timothy Furey; Bala Iyer; David McGlade; Robert Schriesheim; and Kimberly Stevenson. Also participating today are Mark Clemens and Michael Polenzani, representatives of KPMG, the company's independent auditors, who will also be available to answer appropriate questions. Before turning the meeting over to Matt, I'd like to take just a moment to thank Bala Iyer for his 18 years of service as a director here at Skyworks, most recently as Chairman of the Audit Committee. Bala's advice and counsel have been invaluable as we move from the early days, the merger with Conexant that formed Skyworks, to the present day. And Bala, we sincerely appreciate your dedication and your valuable service to Skyworks and we wish you well in retirement. And with that, I'll return it back over to Matt.

Thanks, Dave. At the outset, I'd like to highlight a few features of our online meeting portal. In the meeting materials box of the portal, you will find links to our proxy statement, agenda and the rules of conduct, including the procedure for asking a question. Above the meeting materials box, you will find access to the voting portal. If you previously submitted your vote by proxy card, telephone or the Internet, then your vote has been counted and you do not need to take any further action. If you have not yet voted or wish to change your prior vote, I encourage you to do so now as the polls are open. You can vote by clicking on the voting button and following the instructions. In addition, a list of stockholders of record as of the close of business on March 12, 2020, is available for inspection through a link on the portal. And finally, please note that pursuant to the rules of conduct, no one in attendance is permitted to make any audio or video recording of this meeting. Broadridge Financial Solutions has been appointed to tabulate the results of today's voting. Mr. [ Terry Hassett ], a representative of Broadridge, is the Inspector of Elections, and he has joined us virtually. Broadridge has certified that the notice of annual meeting and Internet availability of the proxy materials were mailed to all stockholders of record as of March 12, 2020. [ Mr. Hassett ] has reviewed the votes received and has informed me that more than a majority of the total outstanding shares of common stock entitled to vote are present. Therefore, I declare that we have a quorum. Today, we have 8 management proposals and 1 stockholder proposal for consideration. Each proposal was described in this year's proxy statement. The first item is the election of directors to serve until the 2021 Annual Meeting and until their successors are duly elected and qualified. The following 9 individuals have been properly nominated: David Aldrich, Alan Batey, Kevin Beebe, Timothy Furey, Liam Griffin, Christine King, David McGlade, Robert Schriesheim and Kimberly Stevenson. The second item is the ratification of the selection of KPMG as the company's independent registered public accounting firm for fiscal year 2020. The third item is an advisory vote to approve executive compensation as disclosed in the company's proxy statement. The fourth item is the approval of an amendment to the company's 2002 employee stock purchase plan as amended. Items 5 through 8 relate to the approval of amendments to the company's certificate of incorporation to eliminate supermajority vote provisions. Specifically, the approval of Proposal 5 would eliminate the supermajority vote provisions relating to stockholder approval of a merger or consolidation, disposition of all or substantially all of our assets, or issuance of a substantial amount of our securities. The approval of Proposal 6 would eliminate the supermajority vote provisions relating to stockholder approval of a business combination with any related person. The approval of Proposal 7 would eliminate the supermajority vote provisions relating to stockholder approval of charter provisions governing directors. And the approval of Proposal 8 would eliminate the supermajority provisions relating to stockholder amendments of the charter provision governing action by stockholders. The proxy materials included a nonbinding stockholder proposal submitted by Mr. John Chevedden. At this time, I will invite Mr. Chevedden to address the meeting. For the rules of conduct, you will have up to 3 minutes to present your proposal. Operator, please open Mr. Chevedden's line.

This is John Chevedden. Can you hear me okay?

We can hear you. Go ahead, sir.

This is Proposal 9, right to act by written consent. Shareholders request that our Board of Directors take the necessary steps to prevent written consent by shareholders entitled to cast a minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting. Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 large companies in a single year. This included 67% support at both Allstate and Sprint. This proposal topic would have received still higher votes than 60% -- 67% at Allstate and Sprint if more shareholders in these companies had access to independent proxy voting advice. Taking action by written consent in place of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle like the election of a new director. This could be particularly important today because depending on the vote on the management proposals 5 through 8, some shareholders may decide that we need a new Chair of the Corporate Governance Committee to replace Kevin Beebe. This all depends on whether proposals 5 through 8 are successful today. It is especially important that these management proposals be successful today because the principles behind these proposals were supported by an overwhelming 97% of the shareholder vote at the 2019 annual meeting. If these proposals fail, shareholders may find that not much management effort was put into obtaining the large shareholder vote turnout needed to pass proposals 5 through 8. If proposals 5 through 8 do not pass, some shareholders might call this mismanagement, but it all depends on whether proposals 5 through 8 are successful today. A shareholder right to act by written consent can encourage better performance by management. Please vote yes, right to act by written consent, Proposal 9.

Thank you, Mr. Chevedden. Operator, you can close Mr. Chevedden's line. Our Board of Directors recommends a vote against Proposal 9 for the reasons stated in the proxy statement. We will now pause to review any comments or questions submitted by stockholders on the proposals. Mr. Terry is monitoring questions on the online meeting portal, and he has informed me that there are no comments or questions that have been submitted relating to the proposals. As mentioned earlier, the polls were opened at the outset of this meeting. If you have previously submitted a proxy or voted during the meeting, your vote will now be counted automatically. If you voted more than once, only your latest vote will be counted. And the polls are now closed. I will now present the outcome of each item of business based on the preliminary voting results provided by the Inspector of Elections. Note that we will report the final voting results on a Form 8-K to be filed with the SEC within 4 business days. Regarding Item 1, each of the 9 director nominees has been elected. Regarding Item 2, the stockholders have ratified the selection of KPMG as the company's independent registered public accounting firm for fiscal year 2020. Regarding Item 3, the stockholders have approved on an advisory basis the compensation of our named executive officers. Regarding Item 4, the stockholders have approved the amendment to the company's 2002 employee stock purchase plan as amended. Regarding Items 5 through 8, the stockholders have not approved any of the amendments to the company's certificate of incorporation to eliminate supermajority vote provisions. And regarding the last item, the stockholders have not approved on an advisory basis the stockholder proposal submitted by Mr. Chevedden. At this time, the annual meeting is adjourned. Mr. Griffin will now give a brief presentation on the state of the company, which will be followed by a question-and-answer session. Please note that the presentation will include remarks about future expectations for the company that are considered to be forward-looking statements under federal securities laws. Actual results may differ materially and adversely from those expectations as a result of certain risks and uncertainties, including those identified in our most recent quarterly report on Form 10-Q and annual report on Form 10-K as filed with the SEC. The company disclaims any obligation to update such forward-looking statements, and they should not be relied upon as representing the company's views as of any later date. I will now turn the call over to Liam.

Thank you, Matt. Let me take a few minutes to provide an overview of the Skyworks business. If you look at our company, it's important to note that we are uniquely positioned to capitalize on the immense 5G opportunity. We are a trusted technology leader, executing across multiple wireless transitions. We've also been focused on broadening our technological reach across markets and customers. We are strategically positioned with world-class scale and technological depth, and we're a highly profitable business with a financial model that generates superior returns. At this time, we're managing the COVID-19 impact. We have essential solutions with consistent cash flow, and it's important for us to continue to be a leader in delivering long-term shareholder value. If you look at our business as a whole, we are a very unique company. We provide solutions for our customers. We integrate technology that would otherwise be delivered in a discrete, disparate form. We leverage a broad set of assets, manufacturing assets in-house, from high-performance filtering in Japan, the gallium arsenide technologies in the U.S., assembly and test in Mexico and other regions, bringing all these solutions together to create unique, customized system solutions for every customer. And when we think about customers, we do a great deal of business in the mobile phone, but we also have a broadening set of opportunities in a variety of end markets. Some of the examples that you see today may be products that we use or companies that you use in your home, in your car, but just to show the reach of mobile connectivity and how it continues to expand and more and more being propelled by the speed and performance of 5G. There's also a really significant change in the industry that you may all see when you walk around your home, your school, your campus, you may be able to understand what we're seeing with this evolution of connectivity. In the early days of connectivity, device count was measured by people and a handset. But what we're seeing in 5G and in IoT is a 1 billion unit opportunity, where everything can be connected, your watch, your factory, your security center, your telemedicine tablet, all of these unique technologies propelled by the connectivity that we bring to market. And to get a little bit more technical, here is a quick example, quick illustration of our Sky5 platform with a myriad of complexity resolved with our solutions, multiple devices from transmit and receive, delivering communications in 3G, 4G and now 5G. But what makes us highly unique is our ability to integrate. The customer gets a form-fit solution. We take care of all the complexity within the device. It's very unique stuff. And then as we move on to a high level, you probably hear the terms around spectrum and 5G and bandwidth. What's been really happening is that the data that we're driving right now is literally taxing the networks that are in place, taxing the 4G networks. The bandwidth, the data traffic is creating a backlog. If you look at 5G to the right, you see open lanes of space, new areas of spectrum that we can roam and we can deliver bandwidth. And in order to do that, new technologies, new hardware needs to be invented and delivered on top of the 3 and 4G networks in the 3 and 4G phones. So this is what we're working at today and what's propelling our business and will continue to propel our business for years. And just a quick illustration. If you look at the world we're in today and you look at the wireless protocols that are available, you have traditional 2G, 3G, 4G and cellular. You may have Wi-Fi or Bluetooth or ZigBee in your home, and you probably have wired connections, cables. With the advent of 5G and the merits of performance that it will bring, we're going to see an incredible opportunity where 5G technologies will start to encroach on traditional wired applications. 5G will expand vertically, and it will expand horizontally entering new markets. Really important stuff for Skyworks. And remember that we're really now in the early innings of shipping this technology that is ready to go, but still quite a bit of opportunity ahead. And if you look at this in terms of the value creation that we see in a 5G system or 5G phone, it's interesting to look back in time. So this chart on your left shows you the early days of mobile connectivity, where it was essentially a can you hear me now market. And at that time, a 2G device might carry $2 to $3 of value for Skyworks, and that was good enough at that time. Then the market inflected up to 3G, where you actually had the ability to communicate more than just voice, but using data, using text and communicating. And that created another set of opportunities with more functions, more features and more value to be delivered. When we moved to 4G, we started to really drive this data economy, high-speed networks, video applications that you would see from service providers driving a tremendous amount of content, content meaning semiconductor hardware. In a 4G device, you can see the filter count goes from 10 to 40, 15 bands, transmit and receive, lots of complexity, lots of challenge. And then finally, when we move to the right, we see a 5G device. You see, number one, a big change in value, roughly $18 of available content in a mobile device moving to $25. Filter count goes from 40 to 70. And remember, we make these filters in-house. We crack these in-house. Band count from 15 to 30, Tx and Rx 30 to 75 inches, goes on and on. A great deal of complexity, very difficult to do, but we make it easy for that customer. And ultimately, the payoff is incredible speed, low latency and high performance. We're also moving into new markets, markets like the automobile. Autonomous driving is going to be a major, major catalyst globally over the next 10 to 20 years. We're engaged with market leaders and look forward to lots of growth there. We're working hard with the network operators, Verizon, AT&T, Cisco, Nokia, players like that at the tower level, so that our solutions will be transmitted and received with incredible speed and performance. And over time, our addressable markets will expand. As much as mobile has been really the core of our business, we're going to see more and more growth in IoT, Internet of Things. We're going to see that automotive markets take off. We're going to see emerging technologies with voice and machine-to-machine applications. But the common theme is connectivity, wireless connectivity, multiple markets, broad technology delivered to every customer in a unique way. And then, finally, to wrap up here is just our strategic path. Where are we going in the business? We have a core set of platforms and customers in mobile on the left. We have a growing set of opportunities in IoT that could be measured in billions. And then further along the growth catalysts are really going to be driven by this emerging category, 5G, AI, machine learning, virtual reality, autonomous driving, all of these unique technologies that haven't really shipped yet will ship with Skyworks solutions on board, and we look forward to that opportunity for many years. And then translating that to the financials. It's very important. So here, we just have a brief overview of our financial performance over 3-year periods. If you look at the left, 2013, we were about $1.8 billion of revenue; '16, $3.3 billion; and '19, about $3.4 billion. But even more importantly is the quality of revenue, the quality of earnings and the quality of cash flow. Our operating cash flow in the same period went from $500 million to $1.1 billion to $1.4 billion. Share repurchases went up from $185 million in 2013 to nearly $1 billion at $932 million in 2019. And our free cash flow margin, a real essential, essential metric for our business, has moved from 21% to 28% and now 29% in FY '19. So to wrap it up, it's important to know at Skyworks our mission is about connecting everyone and everything all the time. We are uniquely positioned to capitalize on 5G, and we're looking forward to delivering continuous shareholder value. Thank you.

Thank you, Liam. We will now pause to review any questions submitted by stockholders on the online meeting portal. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Mr. Terry is monitoring questions on the online meeting portal and has informed me that we have received at least one question. There may be a pause before each question as we review and compile the questions that have been submitted. We have received a question online that reads as follows: how much was paid to D.F. King & Company in regards to this meeting? We note that the company's answer to this question is found in information included in our proxy statement, and we refer those interested to that discussion. Our next question reads as follows: how much was spent on R&D in 2019 and how much on share buybacks in 2019? We refer you to the disclosure contained in our annual report on Form 10-K as filed with the SEC for the answer to this question. Our next question reads as follows: how many employees have contracted COVID-19? First, our thoughts are with all of those who have been affected by the COVID-19 pandemic. Skyworks has over 7,000 people in the company worldwide. And roughly, to our knowledge, it doesn't confirm cases of COVID-19 among our workforce. The next question is directed to Mr. Griffin. Mr. Griffin, the question reads as follows: the Carpenter Union Pension Funds with combined assets of $70 billion have a collective ownership position of 172,050 shares of company common stock. The company's capital expenditure budget has increased over the past couple of years. Given the market turmoil associated with the pandemic, what do capital expenditure expectations look like relative to recent years?

Sure. Given the COVID-19 epidemic, we've been very careful in scrutinizing our capital spend. With that, we are investing aggressively in new technologies such as 5G. We expect overall CapEx to run at roughly 8% to 12% annually.

The next question reads as follows: where do you see our biggest risk and our major competitor? With regard to risk, I would refer you to the risk factors in our most recent Form 10-K. I'll turn the remainder of the question over to Mr. Griffin.

Sure. Well, the markets that we serve today are very dynamic. And as I mentioned in the prepared remarks, the growth in 5G and connected technologies continues to grow and continues to expand. We are certainly among the leaders in the industry. We're always going to have a few competitors, but we feel very strong with our market position and our share position today.

Thank you, Liam. There are no further questions. Liam, that concludes our Q&A session.

Thanks, Matt. Thank you all for attending today's meeting and for your continued support of Skyworks. Thank you.