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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission file number:

000-51349



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Advanced Analogic Technologies
Incorporated

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 77-0462930                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification Number)

830 East Arques Ave, Sunnyvale, CA 94085

(408) 737-4600

(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES, INCLUDING ZIP CODE AND TELEPHONE NUMBER)



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Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 Par Value



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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.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                         |  |                    |  |                         
|------------------------ |  | ------------------ |  | ------------------------
|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

There were 43,668,409 shares of the Registrants common stock issued and outstanding as of April 30, 2006.



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ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

TABLE OF CONTENTS



|                              |  |                                                                                       |  |     
|----------------------------- |  | ------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                       |  | PAGE
|PART I.
FINANCIAL INFORMATION |  |                                                                                      
|                              |  |                                                                                      
|ITEM 1.                       |  | FINANCIAL STATEMENTS (UNAUDITED)                                                      |  | 3   
|                              |  | CONSOLIDATED BALANCE SHEETS                                                           |  | 3   
|                              |  | CONSOLIDATED STATEMENTS OF OPERATIONS                                                 |  | 4   
|                              |  | CONSOLIDATED STATEMENTS OF CASH FLOWS                                                 |  | 5   
|                              |  | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                            |  | 6   
|ITEM 2.                       |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |  | 12  
|ITEM 3.                       |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                            |  | 22  
|ITEM 4.                       |  | CONTROLS AND PROCEDURES                                                               |  | 22  
|                              | 
|PART II.
OTHER INFORMATION    |  |                                                                                      
|                              |  |                                                                                      
|ITEM 1.                       |  | LEGAL PROCEEDINGS                                                                     |  | 23  
|ITEM 1A.                      |  | RISK FACTORS                                                                          |  | 23  
|ITEM 2.                       |  | UNREGISTERED SALES OF EQUITY IN SECURITIES AND USE OF PROCEEDS                        |  | 32  
|ITEM 3.                       |  | DEFAULTS UPON SENIOR SECURITIES                                                       |  | 32  
|ITEM 4.                       |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                   |  | 33  
|ITEM 5.                       |  | OTHER INFORMATION                                                                     |  | 33  
|ITEM 6.                       |  | EXHIBITS                                                                              |  | 34  



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PART I. FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share data)



|                                                                                                                                                          |  |               |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                          |  | March 31,2006 |         |   | December 31,2005 |  
|ASSETS                                                                                                                                                    |  |               |         |   |                  |   |         |  
|CURRENT ASSETS                                                                                                                                            |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                 |  | $             | 125,710 |   |                  | $ | 124,377 |  
|Accounts receivable, net of allowances of $1,094 in 2006 and $1,031 in 2005                                                                               |  |               | 11,056  |   |                  |   | 10,496  |  
|Inventories                                                                                                                                               |  |               | 6,776   |   |                  |   | 6,561   |  
|Prepaid expenses and other current assets                                                                                                                 |  |               | 1,532   |   |                  |   | 1,656   |  
|Deferred income tax assetscurrent                                                                                                                        |  |               | 4,622   |   |                  |   | 3,780   |  
|                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                                      |  |               | 149,696 |   |                  |   | 146,870 |  
|Property and equipment, net                                                                                                                               |  |               | 2,507   |   |                  |   | 2,257   |  
|Other assets                                                                                                                                              |  |               | 406     |   |                  |   | 384     |  
|Deferred income tax assetsnoncurrent                                                                                                                     |  |               | 1,812   |   |                  |   | 1,812   |  
|                                                                                                                                                          |  |               |         |   |                  |   |         |  
|TOTAL ASSETS                                                                                                                                              |  | $             | 154,421 |   |                  | $ | 151,323 |  
|                                                                                                                                                          |  |               |         |   |                  |   |         |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                      |  |               |         |   |                  |   |         |  
|CURRENT LIABILITIES                                                                                                                                       |  |               |         |   |                  |   |         |  
|Accounts payable                                                                                                                                          |  | $             | 5,973   |   |                  | $ | 5,196   |  
|Accrued liabilities                                                                                                                                       |  |               | 3,801   |   |                  |   | 4,738   |  
|Income tax payable                                                                                                                                        |  |               | 786     |   |                  |   | 963     |  
|                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                 |  |               | 10,560  |   |                  |   | 10,897  |  
|Other long term liabilities                                                                                                                               |  |               | 15      |   |                  |   | 24      |  
|                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                                         |  |               | 10,575  |   |                  |   | 10,921  |  
|                                                                                                                                                          |  |               |         |   |                  |   |         |  
|STOCKHOLDERS EQUITY:                                                                                                                                     |  |               |         |   |                  |   |         |  
|Preferred stock 5,000,000 and 5,000,000 authorized in 2006 and 2005                                                                                       |  |               |        |   |                  |   |        |  
|Common stock, $0.001 par value - 100,000,000 shares authorized in 2006 and 2005; 43,664,372 and 43,165,933 shares issued and outstanding in
2006 and 2005 |  |               | 44      |   |                  |   | 43      |  
|Additional paid-in capital                                                                                                                                |  |               | 157,090 |   |                  |   | 155,002 |  
|Deferred stock compensation                                                                                                                               |  |               | (4,839  | ) |                  |   | (5,444  | )
|Accumulated other comprehensive loss                                                                                                                      |  |               | (497    | ) |                  |   | (501    | )
|Accumulated deficit                                                                                                                                       |  |               | (7,952  | ) |                  |   | (8,698  | )
|                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                |  |               | 143,846 |   |                  |   | 140,402 |  
|                                                                                                                                                          |  |               |         |   |                  |   |         |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                |  | $             | 154,421 |   |                  | $ | 151,323 |  
|                                                                                                                                                          |  |               |         |   |                  |   |         |  

See accompanying notes to consolidated financial statements.



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ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)



|                                                                                                                                            |  |                             |        |   |      |   |       
|------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------
|                                                                                                                                            |  | Three Months EndedMarch 31,
|                                                                                                                                            |  | 2006                        |        |   | 2005
|NET SALES                                                                                                                                   |  | $                           | 18,289 |   |      | $ | 14,272
|Cost of revenues (including stock-based compensation of $87 and $25 for the three months ended March 31, 2006 and 2005)                     |  |                             | 7,134  |   |      |   | 5,395 
|                                                                                                                                            |  |                             |        |   |      |   |       
|GROSS PROFIT                                                                                                                                |  |                             | 11,155 |   |      |   | 8,877 
|                                                                                                                                            |  |                            
|OPERATING EXPENSES:                                                                                                                         |  |                             |        |   |      |   |       
|Research and development (including stock-based compensation of $557 and $187 for the three months ended March 31, 2006 and
2005)           |  |                             | 6,055  |   |      |   | 4,448 
|Sales, general and administrative (including stock-based compensation of $762 and $372 for the three months ended March 31, 2006 and 2005
) |  |                             | 5,556  |   |      |   | 4,045 
|                                                                                                                                            |  |                             |        |   |      |   |       
|Total operating expenses                                                                                                                    |  |                             | 11,611 |   |      |   | 8,493 
|                                                                                                                                            |  |                             |        |   |      |   |       
|INCOME (LOSS) FROM OPERATIONS                                                                                                               |  |                             | (456   | ) |      |   | 384   
|                                                                                                                                            |  |                            
|OTHER INCOME AND EXPENSES, NET                                                                                                              |  |                             | 1,248  |   |      |   | 94    
|                                                                                                                                            |  |                             |        |   |      |   |       
|INCOME BEFORE INCOME TAXES                                                                                                                  |  |                             | 792    |   |      |   | 478   
|PROVISION FOR INCOME TAXES                                                                                                                  |  |                             | 46     |   |      |   | 239   
|                                                                                                                                            |  |                             |        |   |      |   |       
|NET INCOME                                                                                                                                  |  | $                           | 746    |   |      | $ | 239   
|                                                                                                                                            |  |                             |        |   |      |   |       
|NET INCOME PER SHARE:                                                                                                                       |  |                             |        |   |      |   |       
|                                                                                                                                            |  |                            
|Basic                                                                                                                                       |  | $                           | 0.02   |   |      | $ | 0.04  
|Diluted                                                                                                                                     |  | $                           | 0.02   |   |      | $ | 0.01  
|                                                                                                                                            |  |                            
|WEIGHTED AVERAGE SHARES USED IN NET INCOME PER SHARE CALCULATION:                                                                           |  |                             |        |   |      |   |       
|Basic                                                                                                                                       |  |                             | 42,994 |   |      |   | 6,368 
|Diluted                                                                                                                                     |  |                             | 46,927 |   |      |   | 35,594

See accompanying notes to consolidated financial statement.



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ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)



|                                                                                            |  |                             |         |   |      |   |        |  
|------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                            |  | Three Months EndedMarch 31, |        
|                                                                                            |  | 2006                        |         |   | 2005 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |                             |         |   |      |   |        |  
|Net income                                                                                  |  | $                           | 746     |   |      | $ | 239    |  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                             |         |   |      |   |        |  
|Depreciation and amortization                                                               |  |                             | 383     |   |      |   | 340    |  
|Stock-based compensation                                                                    |  |                             | 1,406   |   |      |   | 584    |  
|Excess tax benefit from employee equity incentive plans                                     |  |                             | (447    | ) |      |   |       |  
|Tax benefit from employee equity incentive plans                                            |  |                             | 829     |   |      |   |       |  
|Changes in operating assets and liabilities:                                                |  |                             |         |   |      |   |        |  
|Accounts receivable                                                                         |  |                             | (560    | ) |      |   | (4,203 | )
|Inventory                                                                                   |  |                             | (189    | ) |      |   | 1,319  |  
|Prepaid expenses and other current assets                                                   |  |                             | 124     |   |      |   | (676   | )
|Other assets                                                                                |  |                             | (19     | ) |      |   | (12    | )
|Deferred income taxes - current                                                             |  |                             | (842    | ) |      |   |       |  
|Accounts payable                                                                            |  |                             | 724     |   |      |   | (56    | )
|Accrued expenses                                                                            |  |                             | (943    | ) |      |   | 1,126  |  
|Other long term liabilities                                                                 |  |                             | (9      | ) |      |   |       |  
|Income taxes payable                                                                        |  |                             | (177    | ) |      |   | 204    |  
|                                                                                            |  |                             |         |   |      |   |        |  
|Net cash (used)/provided by operating activities                                            |  |                             | 1,026   |   |      |   | (1,135 | )
|                                                                                            |  |                             |         |   |      |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |  |                             |         |   |      |   |        |  
|Purchases of property and equipment                                                         |  |                             | (571    | ) |      |   | (318   | )
|                                                                                            |  |                             |         |   |      |   |        |  
|Net cash (used) in investing activities                                                     |  |                             | (571    | ) |      |   | (318   | )
|                                                                                            |  |                             |         |   |      |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |                             |         |   |      |   |        |  
|Proceeds from exercise of common stock options and common stock warrants                    |  |                             | 434     |   |      |   | 91     |  
|Excess tax benefit from employee equity incentive plans                                     |  |                             | 447     |   |      |   |       |  
|Principal payments on capital lease obligations                                             |  |                             |        |   |      |   | (14    | )
|                                                                                            |  |                             |         |   |      |   |        |  
|Net cash provided by financing activities                                                   |  |                             | 881     |   |      |   | 77     |  
|                                                                                            |  |                             |         |   |      |   |        |  
|EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                |  |                             | (3      | ) |      |   | (29    | )
|                                                                                            |  |                             |         |   |      |   |        |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        |  |                             | 1,333   |   |      |   | (1,405 | )
|CASH AND CASH EQUIVALENTSBeginning of period                                               |  |                             | 124,377 |   |      |   | 21,705 |  
|                                                                                            |  |                             |         |   |      |   |        |  
|CASH AND CASH EQUIVALENTSEnd of period                                                     |  | $                           | 125,710 |   |      | $ | 20,300 |  
|                                                                                            |  |                             |         |   |      |   |        |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                           |  |                             |         |   |      |   |        |  
|Cash paid for interest                                                                      |  | $                           | 1       |   |      | $ | 2      |  
|                                                                                            |  |                             |         |   |      |   |        |  
|Cash paid for income taxes                                                                  |  | $                           | 237     |   |      | $ | 60     |  
|                                                                                            |  |                             |         |   |      |   |        |  

See accompanying notes to consolidated financial statements.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

Advanced Analogic
Technologies Incorporateds (the Companys) accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the
SEC). Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted in accordance with these rules
and regulations. The information in this report should be read in conjunction with the Companys audited consolidated financial statements and notes thereto included in its Registration Statement on Form 10-K filed with the SEC on March 8,
2006.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments
(consisting only of normal recurring adjustments) necessary to summarize fairly the Companys financial position, results of operations and cash flows for the interim periods presented. The operating results for the three months ended
March 31, 2006 are not necessarily indicative of the results that may be expected for the year ending December 31, 2006 or for any other future period. The consolidated balance sheet as of December 31, 2005 is derived from the audited
consolidated financial statements as of and for the year then ended.

2. STOCK BASED COMPENSATION

On January 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment,
(SFAS 123(R), which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchases related to the Employee
Stock Purchase Plan (employee stock purchases) based on estimated fair values. SFAS 123(R) supersedes the Companys previous accounting under Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25) for periods beginning in fiscal 2006. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 (SAB 107) relating to SFAS 123(R). The Company has applied the
provisions of SAB 107 in its adoption of SFAS 123(R).

The Company adopted SFAS 123(R) using the modified prospective transition method,
which requires the application of the accounting standard as of January 1, 2006, the first day of the Companys fiscal year 2006. The Companys Consolidated Financial Statements as of and for the three months ended March 31, 2006
reflect the impact of SFAS 123(R). In accordance with the modified prospective transition method, the Companys Consolidated Financial Statements for periods prior to January 1, 2006 have not been restated to reflect, and do not include,
the impact of SFAS 123(R). The Company accounts for stock-based awards to nonemployees in accordance with Emerging Issues Task Force (EITF) Issue No. 96-18. Stock-based compensation expense recognized under SFAS 123(R) for the three
months ended March 31, 2006 was $1.4 million, which consisted of pretax stock-based compensation expense related to employee and consultant stock options.

On November 10, 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position No. FAS 123(R)-3 Transition Election Related to Accounting for Tax Effects of Share-Based Payment
Awards. The Company has elected to adopt the alternative transition method provided in the FASB Staff Position for calculating the tax effects of stock-based compensation pursuant to SFAS 123(R). The alternative transition method includes
simplified methods to establish the beginning balance of the additional paid-in capital pool (APIC pool) related to the tax effects of employee stock-based compensation, and to determine the subsequent impact on the APIC pool and
Consolidated Statements of Cash Flows of the tax effects of employee stock-based compensation awards that are outstanding upon adoption of SFAS 123(R).

SFAS 123(R) requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is
recognized as expense over the requisite service periods in the Companys Consolidated Statement of Operations. The portion of stock-based compensation expenses related to options granted prior to April 4, 2005, (the date of our initial
filing of a registration statement for our eventual initial public offering, which is the date we are considered a public company under SFAS 123(R)) which were previously recorded under the provisions of APB 25, continue to be amortized over the
respective vesting period and do not include an estimated forfeiture rate. The actual forfeitures of these options are recorded as they occur. These options granted prior to April 4, 2005 have been valued using the intrinsic value method and as
of March 31, 2006, the remaining unamortized portion of the deferred stock based compensation relating to these options granted prior to April 4, 2005 is $4.8 million. Option awards granted after April 4, 2005 and before
January 1, 2006 were based on grant date fair value estimated in accordance with the pro forma provisions of SFAS 123. The fair value of these options were previously calculated using the Black-Scholes option pricing model and, under SFAS
123(R), are adjusted for an estimated forfeiture rate and amortized over the vesting period. Option awards granted subsequent to our adoption of SFAS 123(R) on January 1, 2006 are recorded as stock based compensation expense under the fair
value method as prescribed by SFAS 123(R). The grant date fair value of these options was also calculated by using the Black-Scholes option pricing model.



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Compensation expense for all share-based payment awards continues to be recognized using the
straight-line single-option method.

Stock-based compensation expenses recognized in the Consolidated Statement of Operations for the three
months ended March 31, 2006, excluding amounts related to options granted prior to April 4, 2005, are based on awards that ultimately are expected to vest and have been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to
be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In the Companys pro forma information required under SFAS 123 for the periods prior to fiscal 2006, the
Company accounted for forfeitures as they occurred. The cumulative effect of a change in accounting principle as a result of our adoption of SFAS 123(R) was not significant.

The following table summarizes stock-based compensation expense, related to employee stock options under SFAS 123(R), including the amortization of the
intrinsic value under APB 25 for pre-April 4, 2005 options, for the three months ended March 31, 2006 and stock-based compensation expense, net of tax, related to employee stock options under APB 25, for the three months ended
March 31, 2005 which was allocated as follows:



|                                       |  |                              |       |   |      |   |    
|-------------------------------------- |  | ---------------------------- | ----- | - | ---- | - | ---
|                                       |  | Three Months Ended March 31,
|(in thousands)                         |  | 2006                         |       |   | 2005
|Cost of sales                          |  | $                            | 87    |   |      | $ | 25 
|Research and development               |  |                              | 557   |   |      |   | 187
|Sales, general and marketing           |  |                              | 762   |   |      |   | 372
|Related tax effect                     |  |                              | (91   | ) |      |   |   
|                                       |  |                              |       |   |      |   |    
|Total Stock Based Compensation Expense |  | $                            | 1,315 |   |      | $ | 584
|                                       |  |                              |       |   |      |   |    

For options granted subsequent to January 1, 2006, the Company used its historical stock
price and the historical stock prices of an industry peer group for purposes of calculating volatility. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the Companys employee stock
options. The dividend yield assumption is based on the Companys history and expectation of dividend payouts. Due to a lack of historical evidence, the expected life of employee stock options was estimated to be approximately 6.25 years, which
is determined in accordance to SAB 107. The following table includes assumptions utilized for purposes of calculating the valuation of the Companys stock option grants during the first quarter of fiscal 2006.



|                        |  |      |  
|----------------------- |  | ---- | -
|March 31, 2006          |  |      |  
|Volatility              |  | 56   | %
|Expected option term    |  | 6.25 |  
|Expected dividend yield |  | 0.0  | %
|Risk free interest rate |  | 4.55 | %

Prior to the adoption of SFAS 123(R), the Company accounted for all stock-based awards to
employees and directors using the intrinsic value method in accordance with APB 25 as allowed under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123). Under the
intrinsic value method, $0.6 million in stock-based compensation expense had been recognized in the Companys Consolidated Statement of Operations for the three months ended March 31, 2005.

3. NET INCOME PER SHARE

The Company calculates net
income per share in accordance with SFAS No. 128, Earnings Per Share. Under SFAS No. 128, basic net income per common share is calculated by dividing net income by the weighted-average number of common shares outstanding during the
reporting period excluding shares subject to repurchase. Diluted net income per common share reflects the effects of potentially dilutive securities, which consist of convertible preferred stock and common stock options and warrants, common stock
subject to repurchase and preferred stock warrants. A reconciliation of shares used in the calculation of basic and diluted net income per share is as follows:



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|                                                              |  |                             |   |  |        |  
|------------------------------------------------------------- |  | --------------------------- | - |  | ------ | -
|                                                              |  | Three Months EndedMarch 31, |  
|(in thousands)                                                |  | 2006                        |   |  | 2005   |  
|Weighted average common shares outstanding                    |  | 43,403                      |   |  | 7,259  |  
|Weighted average shares subject to repurchase                 |  | (409                        | ) |  | (891   | )
|                                                              |  |                             |   |  |        |  
|Shares used to calculate basic net income per share           |  | 42,994                      |   |  | 6,368  |  
|                                                              |  |                             |   |  |        |  
|Effect of dilutive securities:                                |  |                             |   |  |        |  
|Common and preferred stock warrants                           |  | 14                          |   |  | 142    |  
|Convertible preferred stock                                   |  |                            |   |  | 24,628 |  
|Common stock options                                          |  | 3,510                       |   |  | 3,565  |  
|Weighted average shares subject to repurchase                 |  | 409                         |   |  | 891    |  
|Employee stock purchase plan                                  |  |                            |   |  |       |  
|                                                              |  |                             |   |  |        |  
|Dilutive potential common stock                               |  | 3,933                       |   |  | 29,226 |  
|                                                              |  |                             |   |  |        |  
|Weighted average common shares outstanding, assuming dilution |  | 46,927                      |   |  | 35,594 |  
|                                                              |  |                             |   |  |        |  

4. OTHER COMPREHENSIVE INCOME

Comprehensive income includes charges or credits to equity that are not the result of transactions with owners. The components of comprehensive income, net of tax, are as follows:



|                                        |  |                              |     |      |   |     |  
|--------------------------------------- |  | ---------------------------- | --- | ---- | - | --- | -
|                                        |  | Three Months Ended March 31, |    
|(in thousands)                          |  | 2006                         |     | 2005 |  
|Net income                              |  |                              | 746 |      |   | 239 |  
|Foreign currency translation adjustment |  |                              | 4   |      |   | (29 | )
|                                        |  |                              |     |      |   |     |  
|Total                                   |  | $                            | 750 |      | $ | 210 |  
|                                        |  |                              |     |      |   |     |  

5. DETAILS OF CERTAIN BALANCE SHEET COMPONENTS



|                                          |  |           |        |   |              |   |        |  
|----------------------------------------- |  | --------- | ------ | - | ------------ | - | ------ | -
|                                          |  | March 31, |        |   | December 31, |  
|(in thousands)                            |  | 2006      |        |   | 2005         |  
|Inventories                               |  |           |        |   |              |   |        |  
|Raw materials                             |  | $         | 1,343  |   |              | $ | 1,311  |  
|Work in process                           |  |           | 2,564  |   |              |   | 2,010  |  
|Finished goods                            |  |           | 2,869  |   |              |   | 3,240  |  
|                                          |  |           |        |   |              |   |        |  
|Total inventories                         |  | $         | 6,776  |   |              | $ | 6,561  |  
|                                          |  |           |        |   |              |   |        |  
|Property and equipment, net               |  |           |        |   |              |   |        |  
|Computers and software                    |  | $         | 3,291  |   |              | $ | 3,082  |  
|Office and test equipment                 |  |           | 3,295  |   |              |   | 2,886  |  
|Leasehold improvements                    |  |           | 567    |   |              |   | 529    |  
|                                          |  |           |        |   |              |   |        |  
|                                          |  |           | 7,153  |   |              |   | 6,497  |  
|Accumulated depreciation and amortization |  |           | (4,646 | ) |              |   | (4,240 | )
|                                          |  |           |        |   |              |   |        |  
|Total property and equipment, net         |  | $         | 2,507  |   |              | $ | 2,257  |  
|                                          |  |           |        |   |              |   |        |  
|Accrued liabilities                       |  |           |        |   |              |   |        |  
|Accrued payroll and benefits              |  | $         | 1,533  |   |              | $ | 3,119  |  
|Warranty                                  |  |           | 143    |   |              |   | 39     |  
|Exercise of unvested stock options        |  |           | 188    |   |              |   | 188    |  
|Accrued payables and other                |  |           | 1,937  |   |              |   | 1,392  |  
|                                          |  |           |        |   |              |   |        |  
|Total accrued liabilities                 |  | $         | 3,801  |   |              | $ | 4,738  |  
|                                          |  |           |        |   |              |   |        |  



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6. SEGMENT INFORMATION

As defined by the requirements of SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information, the Company operates in one reportable segment: the design, development, marketing and
sale of power management semiconductor products and solutions for the communications, computing and consumer portable and personal electronics marketplace. The Companys chief operating decision maker is its chief executive officer. The
following is a summary of revenues by geographic region based on the location to which the product is shipped (in thousands):



|                                          |  |                             |        |      |   |       
|----------------------------------------- |  | --------------------------- | ------ | ---- | - | ------
|                                          |  | Three Months EndedMarch 31,
|(in thousands)                            |  | 2006                        |        | 2005
|South Korea                               |  | $                           | 11,622 |      | $ | 8,869 
|Taiwan                                    |  |                             | 3,328  |      |   | 2,590 
|China                                     |  |                             | 2,121  |      |   | 1,965 
|Europe                                    |  |                             | 741    |      |   | 389   
|Japan                                     |  |                             | 175    |      |   | 331   
|North America (principally United States) |  |                             | 302    |      |   | 128   
|                                          |  |                             |        |      |   |       
|Total                                     |  | $                           | 18,289 |      | $ | 14,272
|                                          |  |                             |        |      |   |       

The following is a summary of revenue by product type:



|               |  |                              |        |                    |      |   |        |   |                    |  |     |  
|-------------- |  | ---------------------------- | ------ | ------------------ | ---- | - | ------ | - | ------------------ |  | --- | -
|               |  | Three Months Ended March 31, |       
|(in thousands) |  | 2006                         |        |                    | 2005 |  
|               |  | Amount                       |        | Percent ofRevenues |      |   | Amount |   | Percent ofRevenues | 
|TPM IC *       |  | $                            | 14,236 |                    | 78   | % |        | $ | 10,866             |  | 76  | %
|ASPM **        |  |                              | 4,036  |                    | 22   |   |        |   | 3,266              |  | 23  |  
|Other ***      |  |                              | 17     |                    | 0    |   |        |   | 140                |  | 1   |  
|               |  |                              |        |                    |      |   |        |   |                    |  |     |  
|Total          |  | $                            | 18,289 |                    | 100  | % |        | $ | 14,272             |  | 100 | %
|               |  |                              |        |                    |      |   |        |   |                    |  |     |  

---

|* | Total Power Management Integrated Circuit
|- | -----------------------------------------

|** | Application Specific Power Metal Oxide Semiconductor Field Effect Transistor
|-- | ----------------------------------------------------------------------------

|*** | Other consists of primarily Discrete Metal Oxide Semiconductor Field Effect Transistor and non recurring engineering revenue
|--- | ----------------------------------------------------------------------------------------------------------------------------

The following is a summary of long-lived assets by geographic region:



|               |  |               |       |                  |   |      
|-------------- |  | ------------- | ----- | ---------------- | - | -----
|(in thousands) |  | March 31,2006 |       | December 31,2005
|Country        |  |               |       |                  |   |      
|United States  |  | $             | 1,891 |                  | $ | 1,617
|Taiwan         |  |               | 374   |                  |   | 396  
|Hong Kong      |  |               | 96    |                  |   | 107  
|South Korea    |  |               | 191   |                  |   | 197  
|China          |  |               | 215   |                  |   | 167  
|Japan          |  |               | 96    |                  |   | 101  
|Macau          |  |               | 40    |                  |   | 46   
|Sweden         |  |               | 8     |                  |   | 8    
|United Kingdom |  |               | 2     |                  |   | 2    
|               |  |               |       |                  |   |      
|Total          |  | $             | 2,913 |                  | $ | 2,641
|               |  |               |       |                  |   |      

The following table summarizes net revenue and accounts receivable for customers which accounted
for 10% or more of accounts receivable or net revenue:



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|         |  |                           |   |  |                                          |   |  |      |   |  |      |  
|-------- |  | ------------------------- | - |  | ---------------------------------------- | - |  | ---- | - |  | ---- | -
|         |  | Accounts Receivable as of |   |  | Net Revenue Three Months Ended March
31, |  
|         |  | March 31,2006             |   |  | December 31,2005                         |   |  | 2006 |   |  | 2005 |  
|Customer |  |                           |   |  |                                          |   |  |      |  
|A        |  | 37                        | % |  | 32                                       | % |  | 35   | % |  | 43   | %
|B        |  |                          |   |  | 15                                       |   |  |     |   |  |     |  
|C        |  |                          |   |  | 13                                       |   |  |     |   |  |     |  

7. RECENTLY ISSUED ACCOUNTING STANDARDS

In November 2004, the FASB issued SFAS No. 151, Inventory Cost. SFAS No. 151 amends the guidance in ARB No. 43, Chapter 4,
Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). Paragraph 5 of ARB 43, Chapter 4, previously stated that under some
circumstances, items such as idle facility expense, excessive spoilage, double freight, and rehandling costs may be so abnormal as to require treatment as current period charges. SFAS No. 151 requires that those items be recognized
as current-period charges regardless of whether they meet the criterion of so abnormal. In addition, SFAS No. 151 requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of
the production facilities. The provisions of SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. The adoption of SFAS No. 151 did not have a material effect on the Companys consolidated financial
statements.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB
No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 applies to all voluntary changes in accounting principles as well as to changes required by an
accounting pronouncement that does not include transition provisions. To enhance comparability, SFAS No. 154 requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is
impracticable to determine either the period-specific effects or the cumulative effect of the change. The cumulative effect of the change is reported in the carrying value of assets and liabilities as of the first period presented, with the offset
applied to opening retained earnings. Each period presented is adjusted to show the period-specific effects of the change. Only direct effects of the change will be retrospectively recognized; indirect effects will be recognized in the period of
change. SFAS No. 154 carries forward without change APB No. 20s guidance for reporting the correction of an error and a change in accounting estimate as well as SFAS No. 3s provisions governing reporting accounting changes
in interim financial statements. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 did not have a material effect on the
Companys consolidated financial statements.

8. INCOME TAXES

The Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. Under this method, the Company determined deferred tax assets and liabilities based upon the
differences between the financial statement and tax bases of our assets and liabilities using tax rates in effect for the year in which the Company expects the differences to affect taxable income. The Company expects the effective tax rate for 2006
to be substantially lower than the statutory federal rate and the effective tax rate for 2005 due to two primary reasons. First, due to the completion of the implementation of its international structure, the percentage of the Companys
consolidated pre-tax income represented by its foreign operations increased and exceeded the domestic percentage. The Companys foreign operations are taxed at significantly lower rates than its domestic operations in the U.S. Second, the
Company also adopted SFAS123(R) as of January 1, 2006, and, as a result, incurred significant stock-based compensation expense, most of which related to incentive stock options for which no corresponding tax benefit is recognized unless a
disqualifying disposition occurs. Disqualifying dispositions result in a reduction of income tax expense in the quarter when the disqualifying disposition occurs in an amount equal to the tax benefit relating to previously expensed stock
compensation. Tax benefits related to tax deductions in excess of previously expensed stock compensation are recorded as an addition to paid-in-capital. During the quarter ended March 31, 2006, tax expense was reduced by $0.1 million
as a result of disqualifying dispositions.

The percentage tax rate reflected in our results of operations is based on an estimate of net
income for the fiscal year 2006 that we make at the end of each quarter. At March 31, 2006, without tax benefits realized through disqualifying dispositions during the quarter ended March 31, 2006, our full year estimate of the 2006
effective tax rate was approximately 12%. However, with tax benefits realized through disqualifying dispositions during the quarter ended March 31, 2006, the effective tax rate for the quarter was approximately 6%.

9. LEGAL PROCEEDINGS

In May 2003, the Company
received a letter from Linear Technology Corporation alleging that certain of its charge pump products infringed United States Patent No. 6,411,531 owned by Linear Technology. In August 2004, the Company received a letter



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from Linear Technology alleging that certain of its switching regulator products infringed United States Patent Nos.
5,481,178, 6,304,066 and 6,580,258. In response to these letters, the Company contacted Linear Technology to convey in good faith the belief that it does not infringe the patents in question. Since that time, there have been no additional
communications by Linear Technology to the Company. In spite of the Companys efforts to assure Linear Technology that it do not infringe on Linear Technologys U.S. patents, the Company has recently become aware of a marketing campaign
conducted by Linear Technology in which they seek to disrupt the Companys business relationships and sales by suggesting to the Companys customers that our products infringe the same U.S. patents mentioned in their two letters to us. As
a result, in February 2006, the Company initiated a lawsuit against Linear Technology for unfair business practices, interference with existing and prospective customers and trade libel, as well as a declaration of patent invalidity and
non-infringement.

In February 2006, in a related action, Linear Technology petitioned the United States International Trade Commission
(USITC) requesting that the USITC initiate an examination to determine if certain of the Companys products infringe certain patents owned by Linear Technology under Section 337 of the Tariff Act. The patents involved in this action are a
subset of the patents involved in the lawsuit that we filed against Linear Technology. The accused products include charge pumps and switching regulators and are similar to the products involved in our lawsuit with Linear Technology. The Company
believes that none of our products infringe the Linear Technology patents in question. However, whether or not the Company prevails in this lawsuit, the Company expects to incur significant legal expenses related to this case. Because the subject
matter of this action is similar to the subject matter involved in the Companys lawsuit with Linear Technology, the expected costs associated with these two matters to be substantially less than the costs that would typically result from two
unrelated matters. If the Company is unsuccessful in this case, its business and ability to compete in foreign markets could be harmed, and could be enjoined from selling the accused products in the United States, either directly or indirectly,
which could have a material adverse impact on the Companys revenues, financial condition, results of operations and cash flows.

In
March 2006, the United States International Trade Commission (USITC) responded to a petition filed by Linear Technology by initiating an examination to determine if certain of the Companys products infringe certain patents owned by Linear
Technology under Section 337 of the Tariff Act.

In January 2004, Siliconix incorporated filed a patent infringement lawsuit against
us in the U.S. District Court for the Northern District of California. This lawsuit identifies three patents: U.S. Patent No. 5,034,785 entitled Planar Vertical Channel DMOS Structure, U.S. Patent No. 4,767,722 entitled
Method for making planar vertical channel DMOS structures and U.S. Patent No. 4,967,245 entitled Trench Power MOSFET Device. The complaint also identifies three accused products: our AAT9125, AAT7300 and AAT7301E
TrenchDMOS products.

The complaint requests an injunction to prevent the Company from allegedly infringing the patents as well as an award
of monetary damages, attorneys fees, costs and expenses. The Companys initial response included counterclaims seeking a declaratory judgment of non-infringement, invalidity and unenforceability of the involved patents. Since that time,
both parties have participated in discovery and preliminary claim construction. In August 2004, the U.S. Patent and Trademark Office granted the Company a request for reexamination of two of the involved patents. As a result of the pending
reexamination, all proceedings in this lawsuit were stayed. In October 2005, two separate lawsuits filed by Siliconix against Denso Corporation and Matsushita Electrical Industrial Co. Ltd. were consolidated by the U.S. District Court for the
Northern District of California, and all three lawsuits were assigned to the same judge. As a result, the earlier stay of the Siliconix case against us has been lifted. Unless the lawsuit is settled earlier, the Company expects to go to trial
no earlier than the second quarter of 2007.

At this time, the Company believes that it has a meritorious defense to each of
Siliconixs claims. If the Company does not prevail in this litigation, it could be ordered to pay monetary damages, and could be enjoined from selling the accused products in the United States, either directly or indirectly. Each of the
patents involved in this lawsuit will expire prior to August 2008. Although the Company does not believe that its TrenchDMOS products infringe the Siliconix patents at issue, if these products are found by a court to infringe, then the Company would
be unable to continue to sell these products in the United States. Sales of our products in the United States that Siliconix claims infringe its U.S. patents are minimal, and sales of all of our TrenchDMOS products worldwide represented less than 1%
of our revenues in 2005. As a result, the Company believes that any decision in this case, even if favorable to Siliconix, is unlikely to have a material adverse impact on our revenues, financial condition, results of operations or cash flows.



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MANAGEMENTS DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed
consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our recently filed Form 10-K. In addition to historical information, this discussion and analysis contains forward-looking statements
that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including but not limited to, those set forth under Risk
Factors and elsewhere in this Quarterly Report on Form 10-Q.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. When used in this Quarterly Report on Form 10-Q the words
anticipate, objective, may, might, should, could, can, intend, expect, believe, estimate, predict,
potential, plan, is designed to or the negative of these and similar expressions identify forward-looking statements. Forward-looking statements include, but are not limited to, statements about:



| |  |  | our expectations regarding our expenses, sales and operations;
| | - |  | --------------------------------------------------------------



| |  |  | our anticipated cash needs and our estimates regarding our capital requirements and our need for additional financing;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to anticipate the future needs of our customers;
| | - |  | ------------------------------------------------------------



| |  |  | our plans for future products and enhancements of existing products;
| | - |  | --------------------------------------------------------------------



| |  |  | our growth strategy elements;
| | - |  | -----------------------------



| |  |  | our increased headcount as we expand our operations;
| | - |  | ----------------------------------------------------



| |  |  | our intellectual property;
| | - |  | --------------------------



| |  |  | our anticipated trends and challenges in the markets in which we operate; and
| | - |  | -----------------------------------------------------------------------------



| |  |  | our ability to attract customers.
| | - |  | ---------------------------------

These statements
reflect our current views with respect to future events and are based on assumptions and subject to risk and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. While we believe our
plans, intentions and expectations reflected in those forward-looking statements are reasonable, we cannot assure you that these plans, intentions or expectations will be achieved. Our actual results, performance or achievements could differ
materially from those contemplated, expressed or implied by the forward-looking statements contained in this Quarterly Report on Form 10-Q, including those under the heading Risk Factors.

All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements
set forth in this Quarterly Report on Form 10-Q. Other than as required by applicable securities laws, we are under no obligation to update any forward-looking statement, whether as result of new information, future events or otherwise.

Overview

We are a supplier of power management
semiconductors for mobile consumer electronic devices, such as wireless handsets, notebook and tablet computers, smartphones, digital cameras and personal media players. We focus our design and marketing efforts on the application-specific power
management needs of consumer, communications and computing applications in these rapidly evolving devices. Through our Total Power Management approach, we offer a broad range of products that support multiple applications, features and services
across a diverse set of mobile consumer electronic devices. We sell directly to original equipment manufacturers, or OEMs, including LG Electronics, Inc., Samsung Electronics Co., Ltd., Motorola, Inc., Sagem SA, Innertech and Pantech &
Curitel Communications, Inc. We sell through distributors and original design manufacturers, or ODMs, to other system designers, including Hewlett-Packard Company, Dell Inc., Texas Instruments Incorporated, HTC Corporation and Compal Electronics,
Inc.



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We were incorporated in 1997 and commenced operations in 1998. From 1998 to 2000, we were primarily
involved in developing our technology, recruiting personnel and raising capital. Since 2001, we have focused on delivering products for what we believe to be large and high-growth market opportunities. However, we operate in the semiconductor
industry, which is cyclical and has experienced significant fluctuations, and our revenues are impacted by these broad industry trends. We operate as a fabless semiconductor company, working with third parties to manufacture and assemble our
integrated circuits, or ICs, rather than manufacturing them ourselves. This business model has enabled us to reduce our capital expenditures and fixed costs, while focusing our engineering and design resources on our core strengths. We believe this
model also reduces the impact on our business of seasonality, cyclicality and fluctuations in demand.

We have developed and introduced
over 480 new products since 2000. We currently derive a majority of our revenues from sales of our ChargePump product family, which is primarily used for driving white LED backlighting of color displays. In the future, we expect to derive an
increasing percentage of our revenues from other product families, such as switching regulator ICs, lithium-ion battery charger ICs and power system-on-chip integrated multifunction power products, or Power SOCs.

We are often required to anticipate what product designs will garner widespread customer demand, and we undertake significant product development efforts
well in advance of a products release, usually in advance of any of our customers expressly indicating demand for the product. Our product development efforts typically take from six months to two years until a production release, depending on
the products complexity. We also develop new process technologies, such as our proprietary ModularBCD process, that we believe will be critical in our development and production of certain new product families. Process technology development
is subject to similar timing risks, which can in turn delay development of new product families that rely on these new processes.

As a
result of the length of our development and sales cycle, our revenues for any period generally are weighted toward products introduced for sale in the prior one to two years. For example, in 2004, we generated a majority of our revenues from
products introduced in 2003 and 2002. Accordingly, we expect that the majority of our revenues in the second half of 2006 and 2007 may be dependent on products that we have only recently developed or that we may not yet have developed or introduced.
In this regard, our present revenues are not necessarily representative of future sales because our future sales are likely to be comprised of a different mix of products.

We sell our products through our direct sales and applications support organization to original equipment manufacturers, or OEMs, original design
manufacturers, or ODMs, and contract electronics manufacturers, as well as through arrangements with distributors that fulfill third-party orders for our products. Many of our current distributors also serve as our sales representatives procuring
orders for us to fill directly. We receive a substantial portion of our revenues from a small number of customers. We received an aggregate of approximately 80% of our revenues from our ten largest customers in each of the three months ended
March 31, 2006 and for the year ended December 31, 2005. Our largest direct customer is LG Electronics Inc., or LG, which accounted for 35% and 43% of our revenues for the three months ended March 31, 2006 and fiscal 2005,
respectively.

It is difficult for us to forecast the demand for our products, in part because of the highly complex supply chain between
us and the consumer end users of the mobile consumer electronic devices that incorporate our products. We believe that our customers buying patterns are more predictable over a six-month period versus a three-month period, as a result, our
forecasting of quarterly results are more difficult than our half-year outlook. Additionally, our design wins are usually based on a half-yearly cycle, especially for the handset market. Consumer demand for new features changes rapidly. Parties such
as wireless service providers directly respond to and influence these consumer preferences through device selection and orders to the OEMs for these devices. Distributors, ODMs and contract electronics manufacturers often add an additional layer of
complexity between us and consumer end users. As a result, we must forecast demand not only from our customers, but also from other participants in this multi-level distribution channel. Our failure to accurately forecast demand can lead to product
shortages that can impede production by our customers and harm our relationship with these customers. Conversely, our failure to forecast declining demand or shifts in product mix can result in excess or obsolete inventory. For example, in 2004, we
recorded an inventory write-down of $1.9 million because our forecast of demand in early 2004 proved to be optimistic and a significant portion of these newly manufactured products ended up with no forecasted demand in the second half of 2004. For
the three months ended March 31, 2006, we recorded inventory write-downs of $0.6 million. In addition, if we do not incorporate the partially fabricated wafers held for us by our suppliers into our products in a timely fashion, we may still
become obligated to purchase these materials, which may reduce our gross margins.

In the future, we expect our sales to LG and our other
large customers to continue to be susceptible to quarterly fluctuation as our customers manage their inventories for seasonal variations and other reasons. For example, in the fourth quarter of 2004, we experienced a 33% sequential quarterly decline
in revenues from LG as a result of LGs prior increase in inventory of our products in the third quarter in anticipation of the peak fourth-quarter buying season for the mobile consumer electronic devices in which our products are used.

We derive substantially all of our revenues from sales to foreign customers, particularly in Asia. In the three months ended
March 31, 2006, approximately 94% of our revenues were from sales in Asia, including approximately 63% in South Korea, 18% in Taiwan, 12% in China and 1% in Japan. In the three months ended March 31, 2005, approximately 96% of our revenues
were from sales in Asia, including approximately 62% in South Korea, 18% in Taiwan, 14% in China and 2% in Japan. We believe that a



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substantial majority of our revenues will continue to come from customers located in Asia, where most of the mobile
consumer electronic devices that use our ICs are manufactured. As a result of this regional customer concentration, we have been and expect to continue to be particularly subject to economic and political events, health crises and other developments
that impact our customers in Asia. For example, our sales in late 2004 were harmed by the Chinese government reducing the availability of credit to domestic businesses. China, in particular, is an emerging market where forecasting by our
distributors is not accurate, and there can be rapid changes in the distribution system and market conditions. In order to limit our exposure to bad debt and late payments from distributors, we constrained sales to these customers by declining to
fulfill orders, which reduced our revenues for this period. We continue to closely monitor payments owed to us by our customers who may continue to be affected by this reduced availability of credit in China.

In general, the average selling price, or ASP, of any specific product for a specific application will decline over time. However, the ASP decline is
application-specific and may be mitigated by replacement with related products in the same product family and new applications utilizing essentially the same product with higher margins. For example, we developed a low-dropout linear regulator for
use in a particular wireless handset, which experienced a decline in ASP as that type of device became a commodity in wireless handsets. However, we were able to use the same base circuit architecture to design other products in the same family for
newer wireless handsets and other applications that could be sold at higher margins. We expect that our revenues will normally be characterized by seasonally lower sequential sales during the first quarter of a calendar year, and potentially late in
the fourth quarter, because of the peak fourth quarter consumer buying season for the devices in which our products are used.



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Results of Operations

The following table sets forth our unaudited historical operating results, as a percentage of revenues for the periods indicated:



|                                |  |                              |   |  |       |  
|------------------------------- |  | ---------------------------- | - |  | ----- | -
|                                |  | Three Months Ended March 31, |  
|(in thousands)                  |  | 2006                         |   |  | 2005  |  
|NET SALES                       |  | 100.0                        | % |  | 100.0 | %
|Cost of revenues                |  | 39.0                         |   |  | 37.8  |  
|                                |  |                              |   |  |       |  
|GROSS PROFIT                    |  | 61.0                         |   |  | 62.2  |  
|                                |  |                             
|OPERATING EXPENSES:             |  |                              |   |  |       |  
|Research and development        |  | 33.1                         |   |  | 31.2  |  
|Sales general and adminstrative |  | 30.4                         |   |  | 28.3  |  
|                                |  |                              |   |  |       |  
|Total operating expenses        |  | 63.5                         |   |  | 59.5  |  
|                                |  |                              |   |  |       |  
|INCOME (LOSS) FROM OPERATIONS   |  | (2.5                         | ) |  | 2.7   |  
|OTHER INCOME AND EXPENSES, NET  |  | 6.8                          |   |  | 0.7   |  
|                                |  |                             
|INCOME BEFORE INCOME TAXES      |  | 4.3                          |   |  | 3.4   |  
|PROVISION FOR INCOME TAXES      |  | 0.3                          |   |  | 1.8   |  
|                                |  |                              |   |  |       |  
|NET INCOME                      |  | 4.0                          | % |  | 1.6   | %
|                                |  |                              |   |  |       |  

Comparison of Three Months Ended March 31, 2006 and March 31, 2005

Revenues

The following table illustrates our
revenues by our principal product families:



|               |  |                              |        |                     |      |   |        |   |                     |  |     |  
|-------------- |  | ---------------------------- | ------ | ------------------- | ---- | - | ------ | - | ------------------- |  | --- | -
|               |  | Three Months Ended March 31, |       
|               |  | 2006                         |        |                     | 2005 |  
|(in thousands) |  | Amount                       |        | Percent of Revenues |      |   | Amount |   | Percent of Revenues | 
|TPM IC *       |  | $                            | 14,236 |                     | 78   | % |        | $ | 10,866              |  | 76  | %
|ASPM **        |  |                              | 4,036  |                     | 22   |   |        |   | 3,266               |  | 23  |  
|Other ***      |  |                              | 17     |                     | 0    |   |        |   | 140                 |  | 1   |  
|               |  |                              |        |                     |      |   |        |   |                     |  |     |  
|Total          |  | $                            | 18,289 |                     | 100  | % |        | $ | 14,272              |  | 100 | %
|               |  |                              |        |                     |      |   |        |   |                     |  |     |  

---

|* | Total Power Management Integrated Circuit
|- | -----------------------------------------

|** | Application Specific Power Metal Oxide Semiconductor Field Effect Transistor
|-- | ----------------------------------------------------------------------------

|*** | Other consists of primarily Discrete Metal Oxide Semiconductor Field Effect Transistor and non recurring engineering revenue
|--- | ----------------------------------------------------------------------------------------------------------------------------

Our revenues for the three months ended March 31, 2006 as compared to 2005 increased, due to increased sales of our TPM IC and ASPM products. The
increase in revenues was almost entirely produced by an increase in unit volume sales for the three months ended March 31, 2006 as compared to 2005. The increase in TPM IC revenues was primarily driven by increased sales of our ChargePump
products for the three ended March 31, 2006 as compared to 2005. The increase in ASPM revenues for the three months ended March 31, 2006 as compared to 2005 was primarily attributable to increased sales of our SmartSwitch products.

Our sales to LG increased as compared to the first quarter of 2005. However, sales to LG represented a decreased portion of our total
revenues as we have continued to diversify our customer base. Aggregate sales to LG increased by approximately 3% for the



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three months ended March 31, 2006 as compared to the same period in 2005. LG accounted for approximately 35% of our
revenues for the three months ended March 31, 2006 as compared to 43% for the three months ended March 31, 2005. Aggregate revenues for the three months ended March 31, 2006 from customers other than LG grew by 47%, as compared to the
three months ended March 31, 2005.

Additionally, our revenues were affected by lower than expected distributor sales to various
Chinese and Taiwanese distributors, which was primarily due to seasonal effects. As a result, our distributor revenues as a percentage of total revenues for the three months ended March 31, 2006 decreased from 44% to 33% as compared to the
three months ended December 31, 2005.

Gross Profit



|                    |  |                              |        |   |          |   |        |            |  |   |       |    |  |      |  
|------------------- |  | ---------------------------- | ------ | - | -------- | - | ------ | ---------- |  | - | ----- | -- |  | ---- | -
|                    |  | Three Months Ended March 31, |        |   | Increase |  
|(in thousands)      |  | 2006                         |        |   | 2005     |   |        | (Decrease) | 
|Net revenues        |  | $                            | 18,289 |   |          | $ | 14,272 |            |  | $ | 4,017 |    |  | 28.1 | %
|Cost of revenues    |  |                              | 7,134  |   |          |   | 5,395  |            |  |   | 1,739 |    |  | 32.2 | %
|                    |  |                              |        |   |          |   |        |            |  |   |       |    |  |      |  
|Gross profit        |  | $                            | 11,155 |   |          | $ | 8,877  |            |  | $ | 2,278 |    |  | 25.7 | %
|                    |  |                              |        |   |          |   |        |            |  |   |       |    |  |      |  
|Gross profit margin |  |                              | 61.0   | % |          |   | 62.2   | %          |  |   | (1.2  | )% |  | ppt. |  

Our gross margin was 61% for the three months ended March 31, 2006, compared to 62% for the
three months ended March 31, 2005. This decrease was due to a number of factors:



| |  |  | 2% of the decrease is attributable to higher warranty expense from higher actual warranty experience,
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | 2% due to higher cost of revenues, because we incurred decreased production yields as a result of product specification changes for certain products, which were due to customer
requests,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | 1% due to unfavorable product mix and economies of scale, and;
| | - |  | --------------------------------------------------------------



| |  |  | were offset in part by a decrease in excess and obsolete expenses, which represented approximately 4%.
| | - |  | ------------------------------------------------------------------------------------------------------

Research and Development



|                         |  |                              |       |   |          |   |       |            |  |   |       |   |  |      |  
|------------------------ |  | ---------------------------- | ----- | - | -------- | - | ----- | ---------- |  | - | ----- | - |  | ---- | -
|                         |  | Three Months Ended March 31, |       |   | Increase |  
|(in thousands)           |  | 2006                         |       |   | 2005     |   |       | (Decrease) | 
|Research and development |  | $                            | 6,055 |   |          | $ | 4,448 |            |  | $ | 1,607 |   |  | 36.1 | %
|% of net revenues        |  |                              | 33.1  | % |          |   | 31.2  | %          |  |   | 1.9   | % |  | ppt. |  

Research and development expenses for the three months ended March 31, 2006 as compared to
2005, increased due to a number of factors:



| |  |  | Increase in expenses of $0.9 million due to increased non-recurring engineering and field application engineering related expenses for new product development,
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increase in stock based compensation of $0.3 million,
| | - |  | -----------------------------------------------------



| |  |  | increase in facilities and other occupancy related expenses of $0.3 million, and;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | an increase in payroll and employee related expenses of $0.1 million due to increased headcount.
| | - |  | ------------------------------------------------------------------------------------------------

Sales, General and Administrative



|                                 |  |                             |       |   |          |   |       |            |  |   |       |   |  |      |  
|-------------------------------- |  | --------------------------- | ----- | - | -------- | - | ----- | ---------- |  | - | ----- | - |  | ---- | -
|                                 |  | Three Months EndedMarch 31, |       |   | Increase |  
|(in thousands)                   |  | 2006                        |       |   | 2005     |   |       | (Decrease) | 
|Sales general and administrative |  | $                           | 5,556 |   |          | $ | 4,045 |            |  | $ | 1,511 |   |  | 37.4 | %
|% of net revenues                |  |                             | 30.4  | % |          |   | 28.3  | %          |  |   | 2.1   | % |  | ppt. |  



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Sales, general and administrative expenses for the three months ended March 31, 2006 as compared to
2005, increased due to a number of factors:



| |  |  | Increase in stock based compensation of $0.4 million,
| | - |  | -----------------------------------------------------



| |  |  | increase in expenses of $0.4 million related to various legal proceedings,
| | - |  | --------------------------------------------------------------------------



| |  |  | increase in expenses of $0.3 million related to our secondary offering, which did not occur,
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | increase in expenses of $0.3 million primarily attributable to increased Director and Officers insurance, audit and tax consulting services, and;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase in expenses of approximately $0.1 million related to expenses attributable to our continued implementation of section 404 of the Sarbanes Oxley Act of 2002.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Interest and Other Income, Net

Interest and other income, net was $1.2 million in the three months ended March 31, 2006, and $0.1 million in the three months ended March 31, 2005. The increase in interest and other income was primarily
attributable to higher interest income earned on higher cash balances resulting from the proceeds of our initial public offering in August 2005.

Provision for Income Taxes

Our income tax provision was approximately $46,000 and $239,000 for the three months
ended March 31, 2006 and 2005. We expect our effective tax rate for 2006 to be substantially lower than the statutory federal rate and the effective tax rate for 2005 due to two primary reasons. First, due to the completion of the
implementation of our international structure, the percentage of our consolidated pre-tax income represented by our foreign operations increased and exceeded the domestic percentage. Our foreign operations are taxed at significantly lower rates than
our domestic operations in the U.S. Second, we also adopted SFAS 123(R) as of January 1, 2006, and, as a result, incurred significant stock-based compensation expense, most of which related to incentive stock options for which no corresponding
tax benefit is recognized unless a disqualifying disposition occurs. Disqualifying dispositions result in a reduction of income tax expense in the quarter when the disqualifying disposition occurs in an amount equal to the tax benefit relating
to previously expensed stock compensation. Tax benefits related to tax deductions in excess of previously expensed stock compensation are recorded as an addition to paid-in-capital. During the quarter ended March 31, 2006, tax expense
was reduced by $0.1 million as a result of disqualifying dispositions.

The percentage tax rate reflected in our results of operations is
based on an estimate of net income for the fiscal year 2006 that we make at the end of each quarter. At March 31, 2006, without tax benefits realized through disqualifying dispositions during the quarter ended March 31, 2006, our full year
estimate of the 2006 effective tax rate was approximately 12%. However, with tax benefits realized through disqualifying dispositions during the quarter ended March 31, 2006, the effective tax rate for the quarter was approximately 6%.

Liquidity and Capital Resources



|                                                             |  |                              |       |   |          |   |        |            |  |   |       |   |  |         |   
|------------------------------------------------------------ |  | ---------------------------- | ----- | - | -------- | - | ------ | ---------- |  | - | ----- | - |  | ------- | --
|                                                             |  | Three Months Ended March 31, |       |   | Increase |  
|(in thousands)                                               |  | 2006                         |       |   | 2005     |   |        | (Decrease) | 
|Net cash (used)/provided by operating activities             |  | $                            | 1,026 |   |          | $ | (1,135 | )          |  | $ | 2,161 |   |  | (190.4  | )%
|Net cash (used) in investing activities                      |  | $                            | (571  | ) |          | $ | (318   | )          |  | $ | (253  | ) |  | 79.6    | % 
|Net cash provided by financing activities                    |  | $                            | 881   |   |          | $ | 77     |            |  | $ | 804   |   |  | 1,044.2 | % 
|Effect of exchange rate changes on cash and cash equivalents |  | $                            | (3    | ) |          | $ | (29    | )          |  | $ | 26    |   |  | (89.7   | )%
|                                                             |  |                              |       |   |          |   |        |            |  |   |       |   |  |         |   
|Net increase (decrease) on cash and cash equivalents         |  | $                            | 1,333 |   |          | $ | (1,405 | )          |  | $ | 2,738 |   |  | (194.9  | )%
|                                                             |  |                              |       |   |          |   |        |            |  |   |       |   |  |         |   

Our cash and cash equivalents were $125.7 million as of March 31, 2006 and $124.4 million as
of December 31, 2005.

Net Cash Used in Operating Activities

Net cash provided by operating activities was $1.0 million for the three months ended March 31, 2006, which primarily consisted of net income of $0.7 million and $0.7 million from increases in accounts payable,
which were off set by decreases in accrued liabilities of $0.9 million, increases in deferred tax assets of $0.8 million, increases in accounts receivable of $0.6 million, decreases in income taxes payable and increases in inventory of approximately
$0.2 million. In addition, we had an aggregate of $1.4 million of stock-based compensation expense, $0.4 million of depreciation and amortization expense and a net amount of $0.4 million attributable to in tax benefits from exercises of common stock
options and warrants. Our accounts receivable balance increased due to the timing of sales during the fourth quarter of fiscal 2005, when we experienced greater sales during the beginning of the quarter



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##### Table of Contents

compared to the current quarter. Increases in our current assets are primarily attributable to increases in our current
portion of our deferred tax assets. Our stock-based compensation expenses have risen as a result of our adoption of SFAS 123(R) and the increased number of options granted to employees and consultants. Depreciation and amortization expenses have
also risen and we expect that this will continue to rise as we invest in research and development and infrastructure.

Net cash used by
operating activities was $1.1 million for the three months ended March 31, 2005, which primarily consisted of increases in accounts receivable of $4.2 million, increases in other current assets of $0.7 million, which were offset in part by
decreases in inventories of $1.3 million, increase in accrued liabilities of $1.1 million. In addition, we had stock based compensation expenses recorded under APB 25 of approximately $0.6 million and an aggregate of $0.3 million of depreciation and
amortization expense. Increases in accounts receivable were primarily due to increased sales during the period and our decreases in inventories was attributable to increased shipments. Our increases in accruals and payables were also due to our
increased overall business volume during the three months ended March 31, 2005.

Net Cash Used in Investing Activities

Net cash used in our investing activities was $0.6 million in the three months ended March 31, 2006 and $0.3 million in the three months ended
March 31, 2005. The increase in cash usage was in part due to purchases of various engineering software and to support our internal infrastructure growth in the first quarter of 2006 and for fiscal 2005.

Net Cash Provided by Financing Activities

Net cash
provided by our financing activities was $0.9 million in the three months ended March 31, 2006 and $0.1 million in the three months ended March 31, 2005. Net cash provided by our financing activities in the three months ended
March 31, 2006 primarily consisted of $0.9 million of net proceeds from exercises of common stock options and warrants and their related tax benefit.

Net cash provided by our financing activities in the three months ended March 31, 2005 primarily consisted of proceeds of $0.1 million from exercises of common stock options and warrants, offset by $14,000 for
payments of our capital lease obligations.

Liquidity

In July 2005, we amended and restated a loan and security agreement with our primary bank in the United States to take effect upon the closing of our initial public offering of common stock in August 2005. Under the
terms of the amended and restated agreement, we have access to a revolving line of credit of $20.0 million if our net cash, or the sum of our cash and cash equivalents less our indebtedness, is at least $40.0 million. This revolving line of credit
will be reduced to $15.0 million if our net cash is between $30.0 million and $40.0 million. Under the terms of the amended and restated agreement, we must maintain net cash of at least $30.0 million. The annual interest rate on amounts borrowed
under this line of credit will be the greater of either 5.75% or 0.25% over the banks prime rate. This line of credit will terminate in August 2006. In connection with the amended and restated agreement, we provided the bank with a first
priority security interest in substantially all of our assets, excluding intellectual property. To date, we have not borrowed any amounts under this loan and security agreement.

We believe our existing cash balances, as well as cash expected to be generated from operating activities and the availability of funds from our bank
credit facility, will be sufficient to meet our anticipated cash needs for at least the next 12 months.

Our long-term future capital
requirements will depend on many factors, including our level of revenues, the timing and extent of spending to support our product development efforts, the expansion of sales and marketing activities, the timing of our introductions of new
products, the costs to ensure access to adequate manufacturing capacity, the continuing market acceptance of our products and the amount and intensity of our litigation activity. We could be required, or could elect, to seek additional funding
through public or private equity or debt financing and additional funds may not be available on terms acceptable to us or at all.

Off Balance Sheet
Arrangements

We have not entered into any transactions with unconsolidated entities whereby we have financial guarantees, subordinated
retained interests, derivative instruments or other contingent arrangements that expose us to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing,
liquidity, market risk or credit risk support to the Company.



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##### Table of Contents

Contractual Obligations

The following table describes our commitments to settle contractual obligations in cash as of March 31, 2006:



|                     |  |                  |       |              |   |              |  |                   |    |       |   |   |  |   |      
|-------------------- |  | ---------------- | ----- | ------------ | - | ------------ |  | ----------------- | -- | ----- | - | - |  | - | -----
|(in thousands)       |  | Less Than 1 Year |       | 1 to 3 Years |   | 3 to 5 Years |  | More than 5 Years |    | Total
|Operating leases     |  | $                | 1,073 |              | $ | 527          |  | $                 | 49 |       | $ |  |  | $ | 1,649
|Purchase commitments |  | $                | 6,423 |              | $ |             |  | $                 |   |       | $ |  |  | $ | 6,423
|                     |  |                  |       |              |   |              |  |                   |    |       |   |   |  |   |      
|                     |  | $                | 7,496 |              | $ | 527          |  | $                 | 49 |       | $ |  |  | $ | 8,072
|                     |  |                  |       |              |   |              |  |                   |    |       |   |   |  |   |      

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the
United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We
evaluate our estimates on an on-going basis, including those related to uncollectible accounts receivable, inventories, income taxes, warranty obligations and contingencies and litigation. We base our estimates on historical experience and on
various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making the judgments we make about the carrying values of assets and liabilities that are not readily apparent from other
sources. Because these estimates can vary depending on the situation, actual results may differ from the estimates.

We believe the
following critical accounting policies affect our more significant judgments used in the preparation of our consolidated financial statements.

Revenue Recognition

We recognize revenues in accordance with Staff Accounting Bulletin No. 104, Revenue Recognition(SAB 104). SAB 104 requires that four basic criteria must be met before revenues can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed
or determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) is based on managements judgment regarding the determinability of the fees charged for products delivered and the
collectibility of those fees. If changes in conditions cause management to determine these criteria are not met for certain future transactions, revenues recognized for any reporting period could decline.

A large portion of our sales is made through distribution arrangements with third parties. These arrangements include stock rotation rights that
generally permit the return of up to 5% and, in the case of one customer, 8% of the previous six months purchases. We generally accept these returns in the first and third quarter of each annual period. We record estimated returns at the time
of shipment. Our normal payment term with our distributors is 30 days from invoice date. Our arrangements with our distributors typically include price protection provisions if we reduce our list prices. We record reserves for price protection at
the time we decide to reduce our list prices. The credits we have issued for price protection provisions were $178,000 and $15,000 for the three months ended March 31, 2006 and 2005, respectively. During the third quarter of 2005, we amended a
limited number of our distributor arrangements to include the possibility of certain sales price rebates on specified products. At the time of shipment we recognize revenue, estimate the total sales price rebate and reserve for those pricing
rebates. We have also deferred revenue related to one of our distributors for which we are unable to reasonably estimate returns and recognize revenues from that distributor, when shipment to the customer from that distributor has occurred. We
deferred approximately $143,000 related to distributor sales at March 31, 2006 and $83,000 at March 31, 2005.

We make estimates
of potential future returns and sales allowances related to current period product revenue. We analyze historical return rates and changes in customer demand when evaluating the adequacy of returns and sales allowances. Estimates made by us may
differ from actual returns and sales allowances. These differences may materially impact reported revenue and amounts ultimately collected on accounts receivable.

Bad Debt Allowances

We monitor the collectibility of accounts receivable primarily through review of
the accounts receivable aging. When facts and circumstances indicate the collection of specific amounts or from specific customers is at risk, we assess the impact on amounts recorded for bad debts and, if necessary, will record a charge in the
period such determination is made. In addition, we reserve a percentage of our accounts receivable to various customers that are significantly aged. To date, we have not experienced significant write-offs of accounts receivable due to
uncollectibility.

Warranty

We provide a 12-month warranty against defects in materials and workmanship and will either repair the goods, provide replacement products at no charge to the customer or refund amounts to the customer for defective products. We record
estimated warranty costs, based on historical experience over the preceding 12 months by product, at the time we recognize product revenues. As the complexity of our products increases, we could experience higher warranty claims relative to sales
than we have previously experienced, and we may need to increase these estimated warranty reserves.



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Inventory Valuation

We value our inventory at the lower of the actual cost of our inventory or its current estimated market value. We write down inventory for obsolescence or unmarketable inventories based upon assumptions about future
demand and market conditions. Because of the cyclicality of the market in which we operate, inventory levels, obsolescence of technology and product life cycles, we generally write down inventory for product that is over 12 months old. Additionally,
we generally write down excess inventory to net realizable value based on six months forecasted product demand. Actual demand and market conditions may be lower than those that we project and this difference could have a material adverse effect on
our gross margins should inventory write-downs beyond those initially recorded become necessary. Alternatively, should actual demand and market conditions be more favorable than those we estimated at the time of such a write-down, our gross margins
could be favorably impacted in future periods.

Stock-Based Compensation

On January 31, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, (SFAS
123(R)) which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors including employee stock options and employee stock purchases related to the Employee Stock
Purchase Plan (employee stock purchases) based on estimated fair values. See Note 2 to the Consolidated Financial Statements for additional information.

Upon adoption of SFAS 123(R), we began estimating the value of employee stock options on the date of grant using a Black-Scholes stock option valuation model. Prior to the adoption of SFAS 123(R), the value of each
employee stock option was estimated on the date of grant using the Black-Scholes model for the purpose of the pro forma financial information in accordance with SFAS 123. The determination of fair value of share-based payment awards on the date of
grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to the expected stock price volatility over the
term of the awards, and actual and projected employee stock option exercise behaviors.

The Company used its historical stock price and the
historical stock prices of an industry peer group for purposes of calculating volatility. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the Companys employee stock options. The
dividend yield assumption is based on the Companys history and expectation of dividend payouts. Due to a lack of historical evidence, the expected life of employee stock options was estimated to be approximately 6.25 years, which determined in
accordance to SAB 107. The following table includes assumptions utilized for purposes of calculating the valuation of the Companys stock option grants during the first quarter of fiscal 2006.



|                             |  |      |  
|---------------------------- |  | ---- | -
|March 31, 2006               |  |      |  
|Volatility                   |  | 56   | %
|Expected option term (years) |  | 6.25 |  
|Expected dividend yield      |  | 0.0  | %
|Risk free interest rate      |  | 4.55 | %

Accounting for Income Taxes

We account for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes. Under this method, we determine our deferred
tax assets and liabilities based upon the difference between the financial statement and tax bases of our assets and liabilities using tax rates in effect for the year in which we expect the differences to affect taxable income. The tax consequences
of most events recognized in the current years financial statements are included in determining income taxes currently payable. However, because tax laws and financial accounting standards differ in their recognition and measurement of assets,
liabilities, equity, revenues, expenses, gains and losses, differences arise between the amount of taxable income and pretax financial income for a year and between the tax bases of assets or liabilities and their reported amounts in our financial
statements. Because we assume that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in
a taxable or a deductible amount in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, which gives rise to a deferred tax asset or liability. We must then assess the likelihood that our
deferred tax assets will be recovered from future taxable income and to the extent we believe that recovery is not likely, we must establish a valuation allowance.



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##### Table of Contents

We completed the process of implementing an international structure. We moved certain of our logistics,
order entry, purchasing and billing functions to our new office in Macau and our nearby office in Hong Kong, which are in closer geographic proximity to our suppliers and customers. Our corporate headquarters remain in the United States. In
connection with this structure, we implemented cost-sharing and license arrangements with our wholly-owned British Virgin Islands subsidiary, with which our wholly-owned Macau subsidiary implemented a similar licensing arrangement to fund, develop
and license intellectual property. Pursuant to these arrangements, our British Virgin Islands and Macau subsidiaries have the non-exclusive rights to manufacture, market and distribute our products in certain geographic markets. Furthermore, our
Macau subsidiary is authorized to contract with third parties for the manufacture, test and assembly of our products.

We expect our
effective tax rate for 2006 to be substantially lower than the statutory federal rate and the effective tax rate for 2005 due to two primary reasons. First, due to the completion of the implementation of our international structure, the percentage
of our consolidated pre-tax income represented by our foreign operations increased and exceeded the domestic percentage. Our foreign operations are taxed at significantly lower rates than our domestic operations in the U.S. Second, we also adopted
SFAS 123(R) as of January 1, 2006, and, as a result, incurred significant stock-based compensation expense, most of which related to incentive stock options for which no corresponding tax benefit is recognized unless a disqualifying disposition
occurs. Disqualifying dispositions result in a reduction of income tax expense in the quarter when the disqualifying disposition occurs in an amount equal to the tax benefit relating to previously expensed stock compensation. Tax benefits
related to tax deductions in excess of previously expensed stock compensation are recorded as an addition to paid-in-capital. During the quarter ended March 31, 2006, tax expense was reduced by $0.1 million as a result of disqualifying
dispositions.

The percentage tax rate reflected in our results of operations is based on an estimate of net income for the fiscal year
2006 that we make at the end of each quarter. At March 31, 2006, without tax benefits realized through disqualifying dispositions during the quarter ended March 31, 2006, our full year estimate of the 2006 effective tax rate was
approximately 12%. However, with tax benefits realized through disqualifying dispositions during the quarter ended March 31, 2006, the effective tax rate for the quarter was approximately 6%.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The primary objective of our investment
activities is to preserve principal while maximizing income without significantly increasing risk. Some of the securities in which we invest may be subject to market risk. This means that a change in prevailing interest rates may cause the principal
amount of the investment to fluctuate. To minimize this risk, we may maintain our portfolio of cash equivalents and short-term investments in a variety of securities, including commercial paper, money market funds, debt securities and certificates
of deposit. The risk associated with fluctuating interest rates is limited to our investment portfolio and we do not believe that a 10% change in interest rates would have a significant impact on our interest income. As of March 31, 2006, we
had no significant investments and substantially all of our cash equivalents were held in money market accounts.

Our exposure to market
risk also relates to the increase or decrease in the amount of interest expense we must pay on our outstanding debt instruments, primarily certain borrowings under our bank line of credit. The advances under this line of credit bear a variable rate
of interest based on the prime rate. The risk associated with fluctuating interest expense is limited to this debt instrument and we do not believe that a 10% change in the prime rate would have a significant impact on our interest expense. During
the three months ended March 31, 2006 and March 31, 2005, we did not have any outstanding debt instruments.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. In connection with the audit of our consolidated financial statements for the year ended December 31, 2005, our independent registered public
accounting firm, Deloitte & Touche LLP, identified an error requiring adjustment to correct tax expenses and deferred tax assets. The material weakness identified related to an error requiring an adjustment to correct our tax expense and
deferred tax assets as a consequence of the intercompany transactions relating to the implementation of our international tax structure. As a consequence, our management reported to our audit committee the identification of a material
weakness (under the standards established by the Public Company Accounting Oversight Board) and significant deficiencies in our internal controls. Based on our managements evaluation referred above, including our Chief Executive Officer
and our Chief Financial Officer, we have taken remedial actions to mitigate the above referenced material weakness. These remedial efforts included hiring an additional tax professional and also enhancing internal procedures to provide additional
reviews of various tax accounts. As of March 31, 2006 our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures as remediated were effective to
ensure that information that we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 were recorded, processed, summarized and reported within the time periods specified in Securities and Exchange
Commission rules and forms.

Our independent registered public accounting firm was not engaged to audit, nor has it audited, the
effectiveness of our internal control over financial reporting. Accordingly, our independent registered public accounting firm has not rendered an opinion on our internal control over financial reporting.

(b) Changes in Internal Controls Over Financial Reporting

Other than the changes instituted as noted above, there have been no other changes in our internal controls over financial reporting that occurred in the period covered by this Quarterly Report of Form 10-Q that have materially affected, or
are reasonably likely to materially affect, our internal controls over financial reporting.



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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In May 2003, we received a letter from Linear Technology Corporation alleging
that certain of our charge pump products infringed United States Patent No. 6,411,531 owned by Linear Technology. In August 2004, we received a letter from Linear Technology alleging that certain of our switching regulator products infringed
United States Patent Nos. 5,481,178, 6,304,066 and 6,580,258. In response to these letters, we contacted Linear Technology to convey our good faith belief that we do not infringe the patents in question. Since that time, there have been no
additional communications by Linear Technology to us. In spite of our efforts to assure Linear Technology that we do not infringe their U.S. patents, we have recently become aware of a marketing campaign conducted by Linear Technology in which they
seek to disrupt our business relationships and sales by suggesting to our customers that our products infringe the same U.S. patents mentioned in their two letters to us. As a result, in February 2006, we initiated a lawsuit against Linear
Technology for unfair business practices, interference with existing and prospective customers and trade libel, as well as a declaration of patent invalidity and non-infringement.

In February 2006, in a related action, Linear Technology petitioned the United States International Trade Commission (USITC) requesting that the USITC
initiate an examination to determine if certain of our products infringe certain patents owned by Linear Technology under Section 337 of the Tariff Act. The patents involved in this action are a subset of the patents involved in the lawsuit
that we filed against Linear Technology. The accused products include charge pumps and switching regulators and are similar to the products involved in our lawsuit with Linear Technology. We believe that none of our products infringe the Linear
Technology patents in question. However, whether or not we prevail in this lawsuit, we expect to incur significant legal expenses related to this case. Because the subject matter of this action is similar to the subject matter involved in our
lawsuit with Linear Technology, we expect the costs associated with these two matters to be substantially less than the costs that would typically result from two unrelated matters. If we are unsuccessful in this case, our business and our ability
to compete in foreign markets could be harmed, and we could be enjoined from selling the accused products in the United States, either directly or indirectly, which could have a material adverse impact on our revenues, financial condition, results
of operations and cash flows.

In January 2004, Siliconix incorporated filed a patent infringement lawsuit against us in the U.S. District
Court for the Northern District of California. This lawsuit identifies three patents: U.S. Patent No. 5,034,785 entitled Planar Vertical Channel DMOS Structure, U.S. Patent No. 4,767,722 entitled Method for making planar
vertical channel DMOS structures and U.S. Patent No. 4,967,245 entitled Trench Power MOSFET Device. The complaint also identifies three accused products: our AAT9125, AAT7300 and AAT7301E TrenchDMOS products.

The complaint requests an injunction to prevent us from allegedly infringing the patents as well as an award of monetary damages, attorneys fees,
costs and expenses. Our initial response included counterclaims seeking a declaratory judgment of non-infringement, invalidity and unenforceability of the involved patents. Since that time, both parties have participated in discovery and preliminary
claim construction. In August 2004, the U.S. Patent and Trademark Office granted our request for reexamination of two of the involved patents. As a result of the pending reexamination, all proceedings in this lawsuit were stayed. In October 2005,
two separate lawsuits filed by Siliconix against Denso Corporation and Matsushita Electrical Industrial Co. Ltd. were consolidated by the U.S. District Court for the Northern District of California, and all three lawsuits were assigned to the
same judge. As a result, the earlier stay of the Siliconix case against us has been lifted. Unless the lawsuit is settled earlier, we expect to go to trial no earlier than the second quarter of 2007.

At this time, we believe that we have a meritorious defense to each of Siliconixs claims. If we do not prevail in this litigation, we could be
ordered to pay monetary damages, and we could be enjoined from selling the accused products in the United States, either directly or indirectly. Each of the patents involved in this lawsuit will expire prior to August 2008. Although we do not
believe that our TrenchDMOS products infringe the Siliconix patents at issue, if these products are found by a court to infringe, then we would be unable to continue to sell these products in the United States. Sales of our products in the United
States that Siliconix claims infringe its U.S. patents are minimal, and sales of all of our TrenchDMOS products worldwide represented less than 1% of our revenues in 2005. As a result, we believe that any decision in this case, even if favorable to
Siliconix, is unlikely to have a material adverse impact on our revenues, financial condition, results of operations or cash flows.

ITEM 1A. RISK FACTORS

Our customers may cancel their orders, change production quantities or delay
production, and if we fail to forecast demand for our products accurately, we may incur product shortages, delays in product shipments or excess or insufficient product inventory.

We generally do not obtain firm, long-term purchase commitments from our customers. Because production lead times often exceed the amount of time required
to fulfill orders, we often must build in advance of orders, relying on an imperfect demand forecast to project volumes and product mix. Our demand forecast accuracy can be adversely affected by a number of factors,



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including inaccurate forecasting by our customers, changes in market conditions, new part introductions by our
competitors that lead to our loss of previous design wins, adverse changes in our product order mix and demand for our customers products or models. China, in particular, is an emerging market where forecasting by our distributors is not
accurate, and there can be rapid changes in the distribution system and market conditions. Even after an order is received, our customers may cancel these orders or request a decrease in production quantities. Any such cancellation or decrease
subjects us to a number of risks, most notably that our projected sales will not materialize on schedule or at all, leading to unanticipated revenue shortfalls and excess or obsolete inventory which we may be unable to sell to other customers.
Alternatively, if we are unable to project customer requirements accurately, we may not build enough products, which could lead to delays in product shipments and lost sales opportunities in the near term, as well as force our customers to identify
alternative sources, which could affect our ongoing relationships with these customers. We have in the past had customers dramatically increase their requested production quantities with little or no advance notice and after they had submitted their
original order. We have on occasion been unable to fulfill these revised orders within the time period requested. Either underestimating or overestimating demand would lead to excess, obsolete or insufficient inventory, which could harm our
operating results, cash flow and financial condition, as well as our relationships with our customers. For example, we recorded inventory write-downs of $0.6 million, $3.3 million, and $1.9 million for the first quarter of 2006 and in the fiscal
years ended 2005 and 2004, respectively.

We receive a substantial portion of our revenues from one customer and most of our revenues
from a small number of customers, and the loss of, or a significant reduction in, orders from that customer or our other largest customers would adversely affect our operations and financial condition.

We receive a substantial portion of our revenues from one customer, LG Electronics Inc. of South Korea. We received an aggregate of approximately 35% of
our revenues from LG for first quarter of 2006 and 37% of our revenues from LG in fiscal year 2005. We anticipate that we will continue to be dependent on LG for a significant portion of our revenues in the immediate future; however, we do not have
long-term contractual purchase commitments from LG, and we cannot assure you that LG will continue to be our customer. We received an aggregate of approximately 80% of our revenues from our ten largest customers for 2005. Any action by LG or any of
our other largest customers that affects our orders, product pricing or vendor status could significantly reduce our revenues and harm our financial results. For example, in the fourth quarter of 2004, we experienced a 33% sequential quarterly
decline in revenues from LG as a result of LGs prior increase in inventory of our products in the third quarter in anticipation of the peak fourth-quarter buying season for the wireless handsets in which our products are primarily used by LG.
In the future, our sales to LG or our other large customers will continue to be susceptible to this type of quarterly fluctuation as our customers manage their inventories, principally for seasonal variations. In particular, our customers
increase in inventory of our products in advance of this peak buying season for wireless handsets often leads to sequentially lower sales of our products in the first calendar quarter and, potentially, late in the fourth calendar quarter. In
addition, while in the past the principal LG divisions that purchase our products have been separately responsible for purchasing, inventory and other supply chain logistics, these functions of these divisions underwent a consolidation in 2005. This
consolidation has reduced our ability to forecast orders from LG because we no longer receive orders directly from the LG divisions using our products. In addition, we are required to supply inventory to a centralized location based on a forecast
provided by LG for the ensuing 30 days on a consolidated basis, which requires us to incur the cost of producing materials in advance of receiving a purchase commitment from LG. If LG does not purchase the inventory that was forecasted, we will be
required to find alternative customers for the inventory and we may be unsuccessful in doing so at acceptable prices or at all, which would require us to write down or write off the inventory supplied by us to LGs centralized location. LG
implemented this consolidation and hub structure in 2005. We therefore have limited experience in understanding and forecasting LGs ordering patterns under this structure. Because our largest customers account for such a significant part of
our business, the loss of, or a decline in sales to, any of our major customers would negatively impact our business.

Our operating
results have fluctuated in the past and we expect our operating results to continue to fluctuate.

Our revenues are difficult to
predict and have varied significantly in the past from period to period. We expect our revenues and expense levels to continue to vary in the future, making it difficult to predict our future operating results. In particular, we experience
seasonality and variability in demand for our products as our customers manage their inventories. Our customers tend to increase inventory of our products in anticipation of the peak fourth quarter buying season for the mobile consumer electronic
devices in which our products are used, which often leads to sequentially lower sales of our products in the first calendar quarter and, potentially, late in the fourth calendar quarter.

Additional factors that could cause our results to fluctuate include:



| |  |  | the forecasting, scheduling, rescheduling or cancellation of orders by our customers, particularly in China and other emerging markets;
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| |  |  | liquidity and cash flow of our distributors and end-market customers;
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| |  |  | changes in manufacturing costs, including wafer, test and assembly costs, and manufacturing yields, product quality and reliability;
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| |  |  | the timing and availability of adequate manufacturing capacity from our manufacturing suppliers;
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| |  |  | our ability to successfully define, design and release new products in a timely manner that meet our customers needs;
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| |  |  | the timing, performance and pricing of new product introductions by us and by our competitors;
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| |  |  | general economic conditions in the countries where we operate or our products are used;
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| |  |  | changes in exchange rates, interest rates, tax rates and tax withholding;
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| |  |  | geopolitical stability, especially affecting China, Taiwan and Asia in general;
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| |  |  | costs associated with litigation, especially related to intellectual property; and
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| |  |  | changes in domestic and international tax laws.
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Unfavorable changes in any of the above factors, most of which are beyond our control, could significantly harm our business and results of operations.

We may be unsuccessful in developing and selling new products or in penetrating new markets.

We operate in a dynamic environment characterized by rapidly changing technologies and industry standards and technological obsolescence. Our competitiveness and future success depends on our ability to design, develop, manufacture,
assemble, test, market and support new products and enhancements on a timely and cost-effective basis. A fundamental shift in technologies in any of our product markets could harm our competitive position within these markets. Our failure to
anticipate these shifts, to develop new technologies or to react to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence, decreased revenues and a loss of design wins to
our competitors. The success of a new product depends on accurate forecasts of long-term market demand and future technological developments, as well as on a variety of specific implementation factors, including:



| |  |  | effective marketing, sales and service;
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| |  |  | timely and efficient completion of process design and device structure improvements and implementation of manufacturing, assembly and test processes; and
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| |  |  | the quality, performance and reliability of the product.
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If we fail to introduce new products or penetrate new markets, our revenues will likely decrease over time and our financial condition could suffer.

Our products must meet exacting specifications, and defects and failures may occur, which may cause customers to return or stop buying our products and may expose us to product liability claims.

Our customers generally establish demanding specifications for quality, performance and reliability that our products must meet.
Integrated circuits, or ICs, as complex as ours often encounter development delays and may contain undetected defects or failures when first introduced or after commencement of commercial shipments, which might require product replacement or recall.
For example, in 2003 one of our low-dropout linear regulator products that we had been shipping for two years developed unacceptably high failure rates, which caused us to direct our engineering personnel from other priorities to redesign the
product. If defects and failures occur in our products during the design phase or after, we could experience lost revenues, increased costs, including warranty expense and costs associated with customer support, delays in or cancellations or
rescheduling of orders or shipments, or product returns or discounts, any of which would harm our operating results. We cannot assure you that we will have sufficient resources, including any available insurance, to satisfy any asserted claims.

The nature of the design process requires us to incur expenses prior to earning revenues associated with those expenses, and we will
have difficulty selling our products if system designers do not design our products into their electronic systems.

We devote
significant time and resources in working with our customers system designers to understand their future needs and to provide products that we believe will meet those needs. If a customers system designer initially chooses a
competitors product for a particular electronic system, it becomes significantly more difficult for us to sell our products for use in that electronic system because changing suppliers can involve significant cost, time, effort and risk for
our customers.

We often incur significant expenditures in the development of a new product without any assurance that our customers
system designers will select our product for use in their electronic systems. We often are required to anticipate which product designs will generate demand in advance of our customers expressly indicating a need for that particular design. In some
cases, there is minimal or no demand for our products in our anticipated target applications. For example, in 2000, we created a USB hub protection device that we believed would be used in flat panel monitors; however, our customers products
have not evolved as we expected, and consequently we have not generated significant customer demand for this product to date. Even if our products are selected by our customers system designers, a substantial period of time will elapse before
we generate revenues related to the significant expenses we have incurred. The reasons for this delay generally include the following elements of our product sales and development cycle timeline and related influences:



| |  |  | our customers usually require a comprehensive technical evaluation of our products before they incorporate them into their electronic systems;
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| |  |  | it can take up to 12 months from the time our products are selected to complete the design process;
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| |  |  | it can take an additional nine to 12 months or longer to complete commercial introduction of the electronic systems that use our products, if they are introduced at all;
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| |  |  | original equipment manufacturers typically limit the initial release of their electronic systems to evaluate performance and consumer demand; and
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| |  |  | the development and commercial introduction of products incorporating new technology are frequently delayed.
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We estimate that the overall sales and development cycle timeline of an average product is approximately 16 months.

Additionally, even if system designers use our products in their electronic systems, we cannot assure you that these systems will be commercially
successful. As a result, we are unable to accurately forecast the volume and timing of our orders and revenues associated with any new product introductions.

Because we receive a substantial portion of our revenues through distributors, their financial viability and ability to access the capital markets could impact our ability to continue to do business with them
and could result in lower revenues, which could adversely affect our operating results and our customer relationships.

We obtain a
portion of our revenues through sales to distributors located outside of North America who act as our fulfillment representatives. Sales to distributors accounted for 33%, 42% and 40% of our revenues for the first quarter of fiscal 2006, for fiscal
years 2005 and 2004, respectively. In the normal course of their operation as fulfillment representatives, these distributors typically perform functions such as order scheduling, shipment coordination, inventory stocking, payment and collections
and, when applicable, currency exchange between purchasers of our products and these distributors. Our distributors compensation for these functions is reflected in the price of the products we sell to these distributors. Many of our current
distributors also serve as our sales representatives procuring orders for us to fill directly. If these distributors are unable to pay us in a timely manner or if we anticipate that they will not pay us, we may elect to withhold future shipments,
which could adversely affect our operating results. For example, during the fourth quarter of 2004, a number of our distributors in China delayed payments to us, generally due to an unanticipated regional increase in restrictions on credit. As a
result of these liquidity concerns, we limited our sales to these distributors, which adversely affected our revenues and operating results in the fourth quarter of 2004. If one of our distributors experiences severe financial difficulties, becomes
insolvent or declares bankruptcy, we could lose product inventory held by that distributor and we could be required to write off the value of any receivables owed to us by that distributor. We could also be required to record bad debt expense in
excess of our reserves. For example, in the first quarter of 2005, we noticed a slowing in the payment pattern of our largest distributor, EPCO Technology Co., Ltd., and it became apparent that EPCO had serious financial problems. As a result, we
recorded a bad debt expense of $0.1 million in the fourth quarter of 2004. We have since ceased doing business with EPCO, from which we received approximately 7% of our revenues in 2004, and have engaged replacement distributors. In the future, we
may not be successful in recognizing these indications or in finding replacement distributors in a timely manner, or at all, which could harm our operating results, cash flow and financial condition.

Our distributor arrangements often require us to accept product returns and to provide price protection and if we fail to properly estimate our
product returns and price protection reserves, this may adversely impact our reported financial information

A substantial portion
of our sales are made through third-party distribution arrangements, which include stock rotation rights that generally permit the return of up to 5%, and, in the case of one customer, 8% of the previous six months purchases. We generally
accept these returns in the first and third quarter of each annual period. Our arrangements with our distributors typically also include price protection provisions if we reduce our list prices. We record estimated returns at the time of shipment,
and we record reserves for price protection at the time we decide to reduce our list prices. In the future, we could receive returns or claims that are in excess of our estimates and reserves, which could harm our operating results.

Our distributor arrangements often require us to accept returns of unsold products if contractual arrangements are terminated, which could harm our
operating results or, if we fail to take steps, could harm our relationship with these distributors and lead to a loss of revenues

If our relationship with any of our distributors deteriorates or terminates, it could lead to a temporary or permanent loss of revenues until a replacement sales channel can be established to service the affected end-user customers, as well
as inventory write-offs or accounts receivable write-offs. We may not be successful in finding suitable alternative distributors and this could adversely affect our ability to sell in certain locations or to certain end-user customers. We also may
be obligated to repurchase unsold products from a distributor if we decide to terminate our relationship with that distributor.



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We have a limited operating history, and we may have difficulty accurately predicting our future
revenues for the purpose of appropriately budgeting and adjusting our expenses.

We were incorporated in 1997, commenced operations
in 1998 and generated only nominal revenues prior to 2001. We did not become profitable until 2003. We therefore have only a short history from which to predict future revenues and an even shorter history of managing profitability. Our limited
operating experience, a dynamic and rapidly evolving market in which we sell our products, our dependence on a limited number of customers, as well as numerous other factors beyond our control, impede our ability to forecast quarterly and annual
revenues accurately. As a result, we could experience budgeting and cash flow management problems, unexpected fluctuations in our results of operations and other difficulties, any of which could make it difficult for us to maintain profitability and
could increase the volatility of the market price of our common stock.

As of December 31, 2005, we had a material weakness and
significant deficiencies in our internal controls over financial reporting. If we fail to maintain an effective system of internal controls, we may not be able to report our financial results accurately, which may cause investors to lose confidence
in our reported financial information and have an adverse effect on the trading price of our common stock.

In connection with the
annual audit of our consolidated financial statements for the year ended December 31, 2005, an error requiring an adjustment to correct our tax expense and deferred tax assets as a consequence of the intercompany transactions relating to the
implementation of our international tax structure was identified by our independent registered public accounting firm. This adjustment, which was for an amount that was material to our consolidated financial statements, is evidence that our controls
over the preparation and review of our income tax provision and related deferred tax accounts did not operate effectively as we transitioned to our current international tax structure. Due to the size of the adjustment, this constitutes a material
weakness in our internal control over financial reporting. In addition, our independent registered public accounting firm identified errors requiring adjustments relating to our expensing of stock options granted to certain consultants and our
valuation of our inventory held by our subcontractors, which constitute significant deficiencies in our internal control over financial reporting.

We have not completed our implementation of the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and as a result, our independent registered public accounting firm was not engaged to audit, nor has it audited, the
effectiveness of our internal control over financial reporting. Accordingly, our independent registered public accounting firm has not rendered an opinion on our internal control over financial reporting. We have taken measures, including the hiring
of additional personnel, that we believe will remediate these weaknesses in our internal controls. However, we cannot assure you that we have identified all, or that we will not in the future have or identify additional material weaknesses or
significant deficiencies, or that our remedial measures will be sufficient to resolve any material weakness or significant deficiency. Any failure to maintain or implement required new or improved controls, or any difficulties we encounter in the
implementation of improvements to our internal controls, could cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of
periodic management evaluations and annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act of 2002 for us beginning with our
Annual Report on Form 10-K for the year ending December 31, 2006, which we will file in early 2007. The existence of a material weakness or a significant deficiency could result in errors in our financial statements that could result in a
restatement of financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, leading to a decline in our stock price. These matters are explained in greater
detail under Managements Discussion and AnalysisInternal Control Over Financial Reporting.

Our current
backlog may not be indicative of future sales.

Due to the nature of our business, in which order lead times may vary, and the fact
that customers are generally allowed to reschedule or cancel orders on short notice, we believe that our backlog is not necessarily a good indicator of our future sales. Our quarterly revenues also depend on orders booked and shipped in that
quarter. Because our lead times for the manufacturing of our products generally take six to ten weeks, we often must build in advance of orders. This exposes us to certain risks, most notably the possibility that expected sales will not occur, which
may lead to excess inventory, and we may not be able to sell this inventory to other customers. In addition, we supply LG, our largest customer, through its central hub and we do not record backlog with respect to the products we ship to the hub.
Therefore, our backlog may not be a reliable indicator of future sales.

If consumer demand for mobile consumer electronic devices
declines, our revenues will decrease.

Our products are used primarily in the mobile consumer electronic devices market. For the
foreseeable future, we expect to see the significant majority of our revenues continue to come from this market, especially in wireless handsets. If consumer demand for these products declines, our revenues will decrease. If we are unsuccessful in
identifying alternative markets for our products in a timely manner, our operating results will suffer dramatically.



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The average selling price of our products may decline, or a change in the mix of product orders may
occur, either of which could reduce our gross margins.

During a power management products life, its selling price tends to
decrease for a particular application. As a result, to maintain gross margins on our products, we must continue to identify new applications for our products, reduce manufacturing costs for our existing products and introduce new products. If we are
unable to identify new, high gross margin applications for our existing products, reduce our production costs or sell new, high gross margin products, our gross margins will suffer. A sustained reduction in our gross margins could harm our future
operating results, cash flow and financial condition, which could lead to a significant drop in the price of our common stock.

Substantially all of our customers and operations are located in Asia, which subjects us to additional risks, including regionalized economic influences, logistical complexity, political instability and currency fluctuations.

We conduct, and expect to continue to conduct, almost all of our business with companies that are located outside the United
States. Based on ship-to locations, we derived approximately 99% of our revenues from customers outside of the United States in the first quarter of 2006 and for fiscal years 2005, 2004 and 2003. Approximately 96%, 95%, and 94% of our revenues came
from customers in Asia, particularly South Korea, Taiwan, China and Japan, in fiscal years 2005, 2004 and 2003, respectively. A vast majority of our contract manufacturing operations are located in South Korea, Taiwan, Malaysia and China. As a
result of our international focus, we face several challenges, including:



| |  |  | increased complexity and costs of managing international operations;
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| |  |  | longer and more difficult collection of receivables;
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| |  |  | political and economic instability;
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| |  |  | limited protection of our intellectual property;
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| |  |  | unanticipated changes in local regulations, including tax regulations;
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| |  |  | timing and availability of import and export licenses; and
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| |  |  | foreign currency exchange fluctuations relating to our international operating activities.
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We are also more susceptible to the regionalized economic impact of health crises. For example, we believe that our second quarter 2003 results of
operations were significantly harmed by the Severe Acute Respiratory Syndrome, or SARS, epidemic experienced in Asia during that time, which reduced demand for our products by our customers in Asia. Because we anticipate that we will continue to
rely heavily on foreign companies or U.S. companies operating in Asia for our future growth, the above risks and issues that we do not currently anticipate could adversely affect our ability to conduct business and our results of operations.

Any increase in the manufacturing cost of our products could reduce our gross margins and operating profit.

The semiconductor business exhibits ongoing competitive pricing pressure from customers and competitors. Accordingly, any increase in the cost of our
products, whether by adverse purchase price variances or adverse manufacturing cost variances, will reduce our gross margins and operating profit. For example, if we do not incorporate the partially fabricated wafers held for us by our suppliers
into our products in a timely fashion, we may still become obligated to purchase these materials, which may reduce our gross margins. We do not have many long-term supply agreements with our manufacturing suppliers and, consequently, we may not be
able to obtain price reductions or anticipate or prevent future price increases from our suppliers.

We outsource our wafer
fabrication, testing, packaging, warehousing and shipping operations to third parties, and rely on these parties to produce and deliver our products according to requested demands in specification, quantity, cost and time.

We rely on third parties for substantially all of our manufacturing operations, including wafer fabrication, wafer probe, wafer thinning, assembly, final
test, warehousing and shipping. We depend on these parties to supply us with material of a requested quantity in a timely manner that meets our standards for yield, cost and manufacturing quality. Any problems with our manufacturing supply chain
could adversely impact our ability to ship our products to our customers on time and in the quantity required, which in turn could cause an unanticipated decline in our sales and possibly damage our customer relationships.

Our products are manufactured at a limited number of locations. If we experience manufacturing problems at a particular location, we would be required to
transfer manufacturing to a backup supplier. Converting or transferring manufacturing from a primary supplier to a backup fabrication facility could be expensive and could take as long as six to 12 months. During such a transition, we would be
required to meet customer demand from our then-existing inventory, as well as any partially finished goods that can be modified to the required product specifications. We do not seek to maintain sufficient inventory to address a lengthy transition
period because we believe it is uneconomical to keep more than minimal inventory on hand. As a result, we may not be able to meet customer needs during such a transition, which could delay shipments, cause a production delay or stoppage for our
customers, result in a decline in our sales and damage our customer relationships.

In addition, a significant portion of our sales is to
customers that practice just-in-time order management from their suppliers, which gives us a very limited amount of time in which to process and complete these orders. As a result, delays in our production or shipping by the parties to whom we
outsource these functions could reduce our sales, damage our customer relationships and damage our reputation in the marketplace, any of which could harm our business, results of operations and financial condition.



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The loss of any of our key personnel could seriously harm our business, and our failure to attract
or retain specialized technical and management talent could impair our ability to grow our business.

The loss of services of one or
more of our key personnel could seriously harm our business. In particular, our ability to define and design new products, gain new customers and grow our business depends on the continued contributions of Richard K. Williams, our President, Chief
Executive Officer and Chief Technical Officer, as well as our senior level sales, operations, technology and engineering personnel. Our future growth will also depend significantly on our ability to recruit and retain qualified and talented managers
and engineers, along with key manufacturing, quality, sales and marketing staff members. There remains intense competition for these individuals in our industry, especially those with power and analog semiconductor design and applications expertise.
We cannot assure you we will be successful in finding, hiring and retaining these individuals. If we are unable to recruit and retain such talent, our product and technology development, manufacturing, marketing and sales efforts could be impaired.

We compete against companies with substantially greater financial and other resources, and our market share or gross margins may be
reduced if we are unable to respond to competitive challenges effectively.

The analog, mixed-signal, or analog with digital, and
power management semiconductor industry in which we operate is highly competitive and dynamic, and we expect it to remain so. Our ability to compete effectively depends on defining, designing and regularly introducing new products that meet or
anticipate the power management needs of our customers next-generation products and applications. We compete with numerous domestic and international semiconductor companies, many of which have greater financial and other resources with which
to pursue marketing, technology development, product design, manufacturing, quality, sales and distribution of their products.

We consider
our primary competitors to be Maxim Integrated Products, Inc., Linear Technology Corporation, Texas Instruments Incorporated, Semtech Corporation and National Semiconductor Corporation. We expect continued competition from existing suppliers as well
as from new entrants into the power management semiconductor market. Our ability to compete depends on a number of factors, including:



| |  |  | our success in identifying new and emerging markets, applications and technologies, and developing power management solutions for these markets;
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| |  |  | our products performance and cost effectiveness relative to that of our competitors products;
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| |  |  | our ability to deliver products in large volume on a timely basis at a competitive price;
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| |  |  | our success in utilizing new and proprietary technologies to offer products and features previously not available in the marketplace;
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| |  |  | our ability to recruit application engineers and designers; and
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| |  |  | our ability to protect our intellectual property.
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We
cannot assure you that our products will compete favorably or that we will be successful in the face of increasing competition from new products and enhancements introduced by our existing competitors or new companies entering this market.

Assertions by third parties of infringement by us of their intellectual property rights could result in significant costs and cause
our operating results to suffer.

The semiconductor industry is characterized by vigorous protection and pursuit of intellectual
property rights and positions, which has resulted in protracted and expensive litigation for many companies. We have in the past received, and expect that in the future we may receive, communications from various industry participants alleging our
infringement of their patents, trade secrets or other intellectual property rights. Any lawsuits resulting from such allegations could subject us to significant liability for damages and invalidate our proprietary rights. Any potential intellectual
property litigation also could force us to do one or more of the following:



| |  |  | stop selling products or using technology that contain the allegedly infringing intellectual property;
| | - |  | ------------------------------------------------------------------------------------------------------



| |  |  | incur significant legal expenses;
| | - |  | ---------------------------------



| |  |  | pay damages to the party claiming infringement;
| | - |  | -----------------------------------------------



| |  |  | redesign those products that contain the allegedly infringing intellectual property; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | attempt to obtain a license to the relevant intellectual property from third parties, which may not be available on reasonable terms or at all.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------

We initiated a lawsuit against Linear Technology Corporation in February 2006 for unfair business practices, interference with existing and prospective
customers and trade libel, as well as a declaration of patent invalidity and non-infringement. In this case, we



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are seeking to prevent Linear Technology from continuing a marketing campaign designed to disrupt our business
relationships and sales by suggesting to our customers that our products infringe several U.S. patents owned by Linear Technology. As we informed Linear Technology in 2003 and 2004, and as discussed in our prior public filings, we believe that none
of our products infringe the patents in question. However, whether or not we prevail in this lawsuit, we expect to incur significant legal expenses related to this case. If we are unsuccessful in this case, our business and our ability to compete in
foreign markets could be harmed, and we could be enjoined from selling the accused products in the United States, either directly or indirectly, which could have a material adverse impact on our revenues, financial condition, results of operations
and cash flows.

In February 2006, in a related action, Linear Technology petitioned the United States International Trade Commission
(USITC) requesting that the USITC initiate an examination to determine if certain of our products infringe certain patents owned by Linear Technology under Section 337 of the Tariff Act. The patents involved in this action are a subset of the
patents involved in the lawsuit that we filed against Linear Technology. The accused products include charge pumps and switching regulators and are similar to the products involved in our lawsuit with Linear Technology. As with any litigated matter,
we expect to incur expenses defending this action. Because the subject matter of this action is similar to the subject matter involved in our lawsuit with Linear Technology, we expect the costs associated with these two matters to be substantially
less than the costs that would typically result from two unrelated matters. If we are unsuccessful in this case, our business and our ability to compete in foreign markets could be harmed, and we could be enjoined from selling the accused products
in the United States, either directly or indirectly, which could have a material adverse impact on our revenues, financial condition, results of operations and cash flows.

We also are currently involved in a lawsuit initiated by Siliconix incorporated in which Siliconix has alleged that certain of our TrenchDMOS products
infringe three patents held by Siliconix, and we have already incurred significant legal expenses related to our defense. In October 2005, two separate lawsuits filed by Siliconix against Denso Corporation and Matsushita Electrical Industrial
Co. Ltd. were consolidated with the case against us. As a result, an earlier stay of the Siliconix case against us has been lifted. Unless the lawsuit is settled earlier, we expect to go to trial no earlier than the second quarter of 2007.
Although we do not believe that our TrenchDMOS products infringe the Siliconix patents at issue, if these products are found by a court to infringe, then we would be unable to continue to sell these products in the United States. Sales of our
products in the Unites States that Siliconix claims infringe its U.S. patents are minimal, and sales of all of our TrenchDMOS products worldwide represented less than 1% of our revenues in 2005. As a result, we believe that any decision in this
case, even if favorable to Siliconix, is unlikely to have a material adverse impact on our revenues, financial condition, results of operations or cash flows. However, any significant impairment of our intellectual property rights from any
litigation we face could harm our business and our ability to compete.

Our failure to protect our intellectual property rights
adequately could impair our ability to compete effectively or to defend ourselves from litigation, which could harm our business, financial condition and results of operations.

We rely primarily on patent, copyright, trademark and trade secret laws, as well as confidentiality and non-disclosure agreements, to protect our
proprietary technologies and know-how. While we have approximately 40 issued patents in the United States or foreign countries and a larger number of pending applications, the rights granted to us may not be meaningful or provide us with any
commercial advantage. For example, these patents could be challenged or circumvented by our competitors or be declared invalid or unenforceable in judicial or administrative proceedings. The failure of our patents to adequately protect our
technology might make it easier for our competitors to offer similar products or technologies. Our foreign patent protection is generally not as comprehensive as our U.S. patent protection and may not protect our intellectual property in some
countries where our products are sold or may be sold in the future. Even if foreign patents are granted, effective enforcement in foreign countries may not be available. Many U.S.-based companies have encountered substantial intellectual property
infringement in foreign countries, including countries where we sell products.

Monitoring unauthorized use of our intellectual property is
difficult and costly. It is possible that unauthorized use of our intellectual property may occur without our knowledge. We cannot assure you that the steps we have taken will prevent unauthorized use of our intellectual property. Our failure to
effectively protect our intellectual property could reduce the value of our technology in licensing arrangements or in cross-licensing negotiations, and could harm our business, results of operations and financial condition. We may in the future
need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business,
whether or not such litigation results in a determination favorable to us.

We do not expect to sustain our recent growth rate, and
we may not be able to manage any future growth effectively.

We have experienced significant growth in a short period of time. Our
revenues have increased from approximately $1.0 million in 2001 to $68.3 million in 2005. We do not expect to achieve similar growth rates in future periods. You should not rely on our operating results for any prior quarterly or annual periods as
an indication of our future operating performance. If we are unable to maintain adequate revenue growth, our financial results could suffer and our stock price could decline.

We have also grown from 110 employees on January 1, 2004 to 197 employees on March 31, 2006, with many located in regional and international
offices. Our international growth may subject us to income and transaction taxes in the United States and in multiple foreign locations. Our future effective tax rates could be affected by changes in our U.S. and foreign tax estimates and
liabilities, or changes in tax laws or the interpretation of such tax laws. If additional taxes are assessed against us, our operating results or financial condition could be materially affected.



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Our expansion has placed a significant strain on our management, personnel, systems and resources. Any
future expansion is likely to result in additional strain on our managerial infrastructure. To manage our growth successfully and handle the responsibilities of being a public company, we believe we must effectively:



| |  |  | recruit, hire, train and manage additional qualified engineers for our research and development activities, especially in the positions of design engineering, product and test
engineering, and applications engineering;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | continue to implement and improve adequate administrative, financial and operational systems, procedures and controls; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training
new hires as to their use.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If we are unable to manage our growth effectively, we may not be able to take advantage of market
opportunities or develop new products, our introduction of derivative products may be delayed and we may fail to satisfy customer requirements, maintain product quality, execute our business plan or respond to competitive pressures.

Any acquisitions we make could disrupt our business and harm our financial condition.

In the future, we may choose to acquire companies that are complementary to our business, including for the purpose of expanding our new product design
capacity, introducing new design, market or application skills or enhancing and expanding our existing product lines. In connection with any such future acquisitions, we may need to use a significant portion of our available cash, issue additional
equity securities which would dilute current stockholders percentage ownership and incur substantial debt or contingent liabilities. Such actions could adversely impact our operating results and the market price of our common stock. In
addition, difficulties in assimilating any acquired workforce, merging operations or avoiding unplanned attrition could disrupt or harm our business.

The cyclical nature of the semiconductor industry, which has historically demonstrated significant and prolonged downturns, could impact our operating results, financial condition and cash flows.

The semiconductor industry has historically exhibited cyclical behavior which at various times has included significant downturns
in customer demand. These conditions have caused significant variations in product orders and production capacity utilization, as well as price erosion. Because a significant portion of our expenses is fixed in the near term or is incurred in
advance of anticipated sales, we may not be able to decrease our expenses rapidly enough to offset any unanticipated shortfall in revenues. If this situation were to occur, it could adversely affect our operating results, cash flow and financial
condition.

Our business may be adversely impacted if our end customers cannot obtain sufficient supplies of other components in
their products to meet their production projections and target quantities.

Our power management products are used by our customers
in conjunction with a number of other components such as digital integrated circuits, baseband processors, microcontrollers and digital signal processors. If for any reason our customers incur a shortage of any component, their ability to produce
the forecasted quantity of their end product or model may be adversely affected and our product sales would decline until such shortage is remedied. Such a situation could harm our operating results, cash flow and financial condition.

We, our manufacturing suppliers and our end customers operate facilities located in regions subject to earthquakes and other natural disasters.

Our corporate headquarters in Sunnyvale, California, our operations office in Chupei, Taiwan, and the production facilities of one
of our wafer fabrication suppliers and several of our assembly and test suppliers in Hsinchu and across Taiwan are located near seismically active regions and are subject to periodic earthquakes. We do not maintain earthquake insurance and our
business could be damaged in the event of a major earthquake or other natural disaster.

In addition to risks in our operations from
natural disasters, our customers are also subject to these risks. Any disaster impacting our customers could result in loss of orders, delay of business and temporary regional economic recessions. For example, we believe that our second quarter 2003
results of operations were significantly harmed by the SARS epidemic experienced in Asia during that time, which reduced demand for our products by our customers in Asia. The occurrence of any of these or other disasters could harm our business,
financial condition and results of operations.

A failure of our information systems would adversely impact our ability to process
orders for and manufacture products.

We operate a multinational business enterprise with manufacturing, administration and sales
groups located in Asia, Europe and the United States. These disparate groups are connected by a virtual private network-based enterprise resource planning system, where daily manufacturing operations and order entry functions rely on maintaining a
reliable network among locations. Any failure of our computer network or our enterprise resource planning system would impede our ability to schedule orders, monitor production work in process and ship and bill our finished goods to our customers.



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A failure to maintain our international structure may adversely affect our tax rate, financial
condition and operating results.

During 2005, we realigned certain areas of our operations in connection with the implementation of
an international structure. This realignment required us to transfer certain functions previously handled in our Sunnyvale, California headquarters to offices in foreign jurisdictions, primarily Macau. If we fail to maintain our realigned
operations, our operating results may be adversely affected. Additionally, our international structure results in an increased volume of transactions and accounting for those transactions may require us to increase our headcount either
domestically or internationally. A failure to process those transactions in an accurate and timely manner could be indicative of a material weakness in our internal controls over financial reporting. Our international structure requires that we
understand complex tax laws and regulations in various domestic and international jurisdictions. If we are unable to comply with domestic and international tax laws, our tax rate and our financial condition may be adversely impacted. Further, the
domestic and international tax laws governing our structure are subject to change, which could adversely affect our operations and financial results.

The requirement that we expense employee stock options will significantly reduce our net income in future periods.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment, or SFAS 123(R), which requires the measurement of
all share-based payments to employees, including grants of employee stock options, using a fair-value-based method and the recording of such expense in our consolidated statements of operations. The accounting provisions of SFAS 123(R) became
effective for our quarter beginning January 1, 2006. The pro forma disclosures previously permitted under SFAS 123 are no longer an alternative to financial statement recognition. As a result of adopting SFAS 123R, we will now have additional
stock compensation expense associated with grants after April 4, 2005, the date of our initial filing of our registration statement in connection with our initial public offering, based on the grant date fair value. The ultimate amount of
future stock compensation expense will depend upon the number of grants, the estimated grant date fair value, which depends upon significant assumptions including stock volatility and estimated term, the assumed forfeiture rate and the requisite
service period for future grants. This expense has had a significant impact on our fiscal quarter ended March 31, 2006. We have recorded approximately $1.4 million of stock based compensation expense under SFAS 123(R) for the three months ended
March 31, 2006 and recorded $0.6 million of stock based compensation expense under APB 25 for the three months ended March 31, 2005. We believe that this will continue to have a significant impact on our future operating results.

We have incurred and will continue to incur increased costs as a result of being a public company.

As a public company, we have incurred and will continue to incur significant legal, accounting and other expenses that we did not incur as a private
company. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission and the Nasdaq National Market, have imposed various new requirements on public companies, including
requiring changes in corporate governance practices. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly. Because we have only recently become a public
company and have a limited history with these types of expenses, we may not accurately estimate these expenses in our financial planning. In addition, our current and future financial results may be more difficult to compare to prior periods when we
did not incur these types of expenses.

Compliance with Section 404 of the Sarbanes-Oxley Act of 2002 is uncertain, and if we
fail to comply with these standards in a timely manner, our business could be harmed and our stock price could decline.

We will be
required to comply with the rules promulgated under Section 404 of the Sarbanes-Oxley Act of 2002 by December 31, 2006. We expect to incur additional expense as we implement policies and procedures and take other steps to comply with these
rules, which require management to report on, and our independent registered public accounting firm to attest to, our internal controls. In addition, the Nasdaq National Market, on which our common stock is listed, has adopted comprehensive rules
and regulations relating to corporate governance. These laws, rules and regulations have increased and will continue to increase the scope, complexity and cost of our corporate governance, reporting and disclosure practices. Our efforts to comply
with such laws, rules and regulations require a significant amount of management time and are costly. If we fail to comply in a timely manner with the requirements of Section 404 or other requirements, public perception of our internal controls
could be damaged, causing our financial results to suffer and our stock price to decline.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.



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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.



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ITEM 6. EXHIBITS



|       |  |                                                                                                                                                                                  
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(1) |  | Amended and Restated Certificate of Incorporation.                                                                                                                               
|       | 
|3.2(2) |  | Amended and Restated Bylaws.                                                                                                                                                     
|       | 
|31.1   |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|       | 
|31.2   |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|       | 
|32.1*  |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   

---

|* | This exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section,
nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any
filings.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Incorporated by reference to Exhibit 3.2 of the Registrants Form S-1 Registration Statement (Registration No. 333-123798), declared effective by the Securities and
Exchange Commission on August 3, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Exhibit 3.4 of the Registrants Form S-1 Registration Statement (Registration No. 333-123798), declared effective by the Securities and
Exchange Commission on August 3, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|
|



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ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

SIGNATURE

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.



|                    |  |                                             |  |                                      
|------------------- |  | ------------------------------------------- |  | -------------------------------------
|                    |  | ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED
|                    |  |                                            
|Dated: May 10, 2006 |  | By:                                         |  | /s/ Brian R. McDonald                
|                    |  |                                             |  | Brian R. McDonald                    
|                    |  |                                             |  | Chief Financial Officer and Secretary



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EXHIBIT INDEX



|       |  |                                                                                                                                                                                  
|------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(1) |  | Amended and Restated Certificate of Incorporation.                                                                                                                               
|       | 
|3.2(2) |  | Amended and Restated Bylaws.                                                                                                                                                     
|       | 
|31.1   |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|       | 
|31.2   |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|       | 
|32.1*  |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   

---

|* | This exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section,
nor shall it be deemed incorporated by reference in any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any
filings.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(1) | Incorporated by reference to Exhibit 3.2 of the Registrants Form S-1 Registration Statement (Registration No. 333-123798), declared effective by the Securities and
Exchange Commission on August 3, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to Exhibit 3.4 of the Registrants Form S-1 Registration Statement (Registration No. 333-123798), declared effective by the Securities and
Exchange Commission on August 3, 2005.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



36