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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-Q





(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, 2011

OR



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

Commission file number: 000-51349





Advanced
Analogic Technologies Incorporated

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 77-0462930                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|3230 Scott Blvd., Santa Clara, California                      |  | 95054                                  
|(Address of principal executive offices)                       |  | (Zip Code)                             

Registrants telephone number, including area code:

(408) 737-4600





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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes   ̈    No   ̈

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



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  | x
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting Company |  |  ̈

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
42,829,856 shares of the registrants common stock outstanding as of April 27, 2011.









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TABLE OF CONTENTS



|                              |  |          |    |                                                                                                              |  |      |    | 
|----------------------------- |  | -------- | -- | ------------------------------------------------------------------------------------------------------------ |  | ---- | -- | 
|                              |  |          |    |                                                                                                              |  | PAGE |   
|PART I. FINANCIAL INFORMATION |  |          | 3  |                                                                                                             
|                              |  |          |   
|                              |  | ITEM 1.  |    | FINANCIAL STATEMENTS (UNAUDITED)                                                                             |  |      | 3  | 
|                              |  |          |    | CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2011 AND
DECEMBER 31, 2010                                |  |      | 3  | 
|                              |  |          |    | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND MARCH 31, 2010 |  |      | 4  | 
|                              |  |          |    | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND MARCH 31, 2010 |  |      | 5  | 
|                              |  |          |    | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS                                                         |  |      | 6  | 
|                              |  | ITEM 2.  |    | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS                        |  |      | 15 | 
|                              |  | ITEM 3.  |    | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                                   |  |      | 20 | 
|                              |  | ITEM 4.  |    | CONTROLS AND PROCEDURES                                                                                      |  |      | 21 | 
|                              | 
|PART II. OTHER INFORMATION    |  |          | 22 |                                                                                                             
|                              |  |          |   
|                              |  | ITEM 1.  |    | LEGAL PROCEEDINGS                                                                                            |  |      | 22 | 
|                              |  | ITEM 1A. |    | RISK FACTORS                                                                                                 |  |      | 22 | 
|                              |  | ITEM 2.  |    | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                                  |  |      | 32 | 
|                              |  | ITEM 3.  |    | DEFAULTS UPON SENIOR SECURITIES                                                                              |  |      | 32 | 
|                              |  | ITEM 4.  |    | REMOVED AND RESERVED                                                                                         |  |      | 32 | 
|                              |  | ITEM 5.  |    | OTHER INFORMATION                                                                                            |  |      | 32 | 
|                              |  | ITEM 6.  |    | EXHIBITS                                                                                                     |  |      | 32 | 



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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except shares and par value)



|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                                                                                                                          |  | March 31,2011 |         |   | December 31,2010 |  
|Assets                                                                                                                                                                                                                                                    |  |               |         |   |                  |   |         |  
|Current assets                                                                                                                                                                                                                                            |  |               |         |   |                  |   |         |  
|Cash and cash equivalents                                                                                                                                                                                                                                 |  | $             | 14,945  |   |                  | $ | 37,158  |  
|Short-term investments                                                                                                                                                                                                                                    |  |               | 70,923  |   |                  |   | 50,245  |  
|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total cash, cash equivalents and short-term investments                                                                                                                                                                                                   |  |               | 85,868  |   |                  |   | 87,403  |  
|Accounts receivable, net of allowances                                                                                                                                                                                                                    |  |               | 12,789  |   |                  |   | 13,629  |  
|Inventories                                                                                                                                                                                                                                               |  |               | 11,155  |   |                  |   | 11,390  |  
|Prepaid expenses and other current assets                                                                                                                                                                                                                 |  |               | 1,978   |   |                  |   | 1,803   |  
|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total current assets                                                                                                                                                                                                                                      |  |               | 111,790 |   |                  |   | 114,225 |  
|Property and equipment, net                                                                                                                                                                                                                               |  |               | 5,008   |   |                  |   | 5,061   |  
|Other assets                                                                                                                                                                                                                                              |  |               | 2,943   |   |                  |   | 3,182   |  
|Deferred income taxes                                                                                                                                                                                                                                     |  |               | 188     |   |                  |   | 188     |  
|Intangibles, net                                                                                                                                                                                                                                          |  |               | 33      |   |                  |   | 50      |  
|Goodwill                                                                                                                                                                                                                                                  |  |               | 16,116  |   |                  |   | 16,116  |  
|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total assets                                                                                                                                                                                                                                              |  | $             | 136,078 |   |                  | $ | 138,822 |  
|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Liabilities and stockholders equity                                                                                                                                                                                                                      |  |               |         |   |                  |   |         |  
|Current liabilities                                                                                                                                                                                                                                       |  |               |         |   |                  |   |         |  
|Accounts payable                                                                                                                                                                                                                                          |  | $             | 9,293   |   |                  | $ | 9,315   |  
|Accrued liabilities                                                                                                                                                                                                                                       |  |               | 6,688   |   |                  |   | 4,481   |  
|Income tax payable                                                                                                                                                                                                                                        |  |               | 125     |   |                  |   | 146     |  
|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total current liabilities                                                                                                                                                                                                                                 |  |               | 16,106  |   |                  |   | 13,942  |  
|Long-term income tax payable                                                                                                                                                                                                                              |  |               | 2,327   |   |                  |   | 2,221   |  
|Other long-term liabilities                                                                                                                                                                                                                               |  |               | 298     |   |                  |   | 297     |  
|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total liabilities                                                                                                                                                                                                                                         |  |               | 18,731  |   |                  |   | 16,460  |  
|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Commitments and contingencies (Note 11)                                                                                                                                                                                                                   |  |               |         |   |                  |   |         |  
|Stockholders equity                                                                                                                                                                                                                                      |  |               |         |   |                  |   |         |  
|Common stock, $0.001 par value100,000,000 shares authorized; 46,993,396 and 42,799,955 shares issued and outstanding,
respectively, as of March 31, 2011; 46,551,317 and 42,357,876 shares issued and outstanding, respectively, as of December 31, 2010 |  |               | 47      |   |                  |   | 47      |  
|Treasury stock, at cost; 4,193,441 shares as of March 31, 2011 and December 31, 2010, respectively                                                                                                                                                        |  |               | (12,251 | ) |                  |   | (12,251 | )
|Additional paid-in capital                                                                                                                                                                                                                                |  |               | 191,433 |   |                  |   | 188,921 |  
|Accumulated other comprehensive loss                                                                                                                                                                                                                      |  |               | 156     |   |                  |   | (11     | )
|Accumulated deficit                                                                                                                                                                                                                                       |  |               | (62,038 | ) |                  |   | (54,344 | )
|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total stockholders equity                                                                                                                                                                                                                                |  |               | 117,347 |   |                  |   | 122,362 |  
|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  
|Total liabilities and stockholders equity                                                                                                                                                                                                                |  | $             | 136,078 |   |                  | $ | 138,822 |  
|                                                                                                                                                                                                                                                          |  |               |         |   |                  |   |         |  

See accompanying notes to the unaudited condensed consolidated financial statements.



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ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)



|                                                                |  |                              |        |   |      |   |        |  
|--------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                                |  | Three Months EndedMarch 
31, |       
|                                                                |  | 2011                         |        |   | 2010 |  
|Net revenue                                                     |  | $                            | 20,486 |   |      | $ | 21,918 |  
|Cost of revenue                                                 |  |                              | 11,723 |   |      |   | 11,315 |  
|                                                                |  |                              |        |   |      |   |        |  
|Gross profit                                                    |  |                              | 8,763  |   |      |   | 10,603 |  
|                                                                |  |                              |        |   |      |   |        |  
|Operating expenses:                                             |  |                              |        |   |      |   |        |  
|Research and development                                        |  |                              | 6,468  |   |      |   | 7,102  |  
|Sales, general and administrative                               |  |                              | 7,604  |   |      |   | 6,161  |  
|Patent litigation                                               |  |                              | 2,183  |   |      |   | 1,084  |  
|                                                                |  |                              |        |   |      |   |        |  
|Total operating expenses                                        |  |                              | 16,255 |   |      |   | 14,347 |  
|                                                                |  |                              |        |   |      |   |        |  
|Loss from operations                                            |  |                              | (7,492 | ) |      |   | (3,744 | )
|Interest and other income (expense):                            |  |                              |        |   |      |   |        |  
|Interest and investment income                                  |  |                              | 40     |   |      |   | 100    |  
|Other expense, net                                              |  |                              | (71    | ) |      |   | (31    | )
|                                                                |  |                              |        |   |      |   |        |  
|Total interest and other income (expense), net                  |  |                              | (31    | ) |      |   | 69     |  
|                                                                |  |                              |        |   |      |   |        |  
|Loss before income taxes                                        |  |                              | (7,523 | ) |      |   | (3,675 | )
|Provision for income taxes                                      |  |                              | 171    |   |      |   | 529    |  
|                                                                |  |                              |        |   |      |   |        |  
|Net loss                                                        |  | $                            | (7,694 | ) |      | $ | (4,204 | )
|                                                                |  |                              |        |   |      |   |        |  
|Net loss per share:                                             |  |                              |        |   |      |   |        |  
|Basic                                                           |  | $                            | (0.18  | ) |      | $ | (0.10  | )
|Diluted                                                         |  | $                            | (0.18  | ) |      | $ | (0.10  | )
|Weighted average shares used in net loss per share calculation: |  |                              |        |   |      |   |        |  
|Basic                                                           |  |                              | 42,517 |   |      |   | 42,960 |  
|Diluted                                                         |  |                              | 42,517 |   |      |   | 42,960 |  

See accompanying notes
to the unaudited condensed consolidated financial statements.



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ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)



|                                                                                                              |  |                              |         |   |      |   |         |  
|------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------- | -
|                                                                                                              |  | Three Months Ended March 31, |        
|                                                                                                              |  | 2011                         |         |   | 2010 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                                         |  |                              |         |   |      |   |         |  
|Net loss                                                                                                      |  | $                            | (7,694  | ) |      | $ | (4,204  | )
|Adjustments to reconcile net loss to net cash used in operating activities:                                   |  |                              |         |   |      |   |         |  
|Depreciation and amortization                                                                                 |  |                              | 725     |   |      |   | 1,115   |  
|Stock-based compensation                                                                                      |  |                              | 1,969   |   |      |   | 1,315   |  
|Provision for doubtful accounts                                                                               |  |                              | (3      | ) |      |   |        |  
|Net unrealized gain on trading securities                                                                     |  |                              |        |   |      |   | (3      | )
|(Gain) loss on sales of property and equipment                                                                |  |                              | 3       |   |      |   | (1      | )
|Changes in operating assets and liabilities:                                                                  |  |                              |         |   |      |   |         |  
|Accounts receivable                                                                                           |  |                              | 843     |   |      |   | (2,163  | )
|Inventories                                                                                                   |  |                              | 239     |   |      |   | (1,618  | )
|Prepaid expenses and other current assets                                                                     |  |                              | 10      |   |      |   | 319     |  
|Other assets                                                                                                  |  |                              | (3      | ) |      |   | 2       |  
|Accounts payable                                                                                              |  |                              | (76     | ) |      |   | 2,661   |  
|Accrued liabilities and other long-term liabilities                                                           |  |                              | 2,223   |   |      |   | (92     | )
|Income taxes payable                                                                                          |  |                              | 85      |   |      |   | 476     |  
|                                                                                                              |  |                              |         |   |      |   |         |  
|Net cash used in operating activities                                                                         |  |                              | (1,679  | ) |      |   | (2,193  | )
|                                                                                                              |  |                              |         |   |      |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                                         |  |                              |         |   |      |   |         |  
|Purchases of property and equipment                                                                           |  |                              | (388    | ) |      |   | (697    | )
|Purchases of short-term investments                                                                           |  |                              | (50,851 | ) |      |   | (51,208 | )
|Proceeds from sales and maturities of short-term investments                                                  |  |                              | 29,961  |   |      |   | 30,467  |  
|Sale of long-term investment                                                                                  |  |                              | 175     |   |      |   |        |  
|                                                                                                              |  |                              |         |   |      |   |         |  
|Net cash used in investing activities                                                                         |  |                              | (21,103 | ) |      |   | (21,438 | )
|                                                                                                              |  |                              |         |   |      |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                                         |  |                              |         |   |      |   |         |  
|Proceeds from exercise of common stock options                                                                |  |                              | 539     |   |      |   | 143     |  
|                                                                                                              |  |                              |         |   |      |   |         |  
|Net cash provided by financing activities                                                                     |  |                              | 539     |   |      |   | 143     |  
|                                                                                                              |  |                              |         |   |      |   |         |  
|EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS                                                  |  |                              | 30      |   |      |   | (9      | )
|                                                                                                              |  |                              |         |   |      |   |         |  
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                                     |  |                              | (22,213 | ) |      |   | (23,497 | )
|CASH AND CASH EQUIVALENTSBeginning of period                                                                 |  |                              | 37,158  |   |      |   | 36,120  |  
|                                                                                                              |  |                              |         |   |      |   |         |  
|CASH AND CASH EQUIVALENTSEnd of period                                                                       |  | $                            | 14,945  |   |      | $ | 12,623  |  
|                                                                                                              |  |                              |         |   |      |   |         |  
|NONCASH INVESTING AND FINANCING ACTIVITY:                                                                     |  |                              |         |   |      |   |         |  
|Increases (decreases) in accounts payable and accrued liabilities related to property and equipment purchases |  | $                            | 26      |   |      | $ | (313    | )
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                             |  |                              |         |   |      |   |         |  
|Cash paid for interest                                                                                        |  | $                            |        |   |      | $ |        |  
|Cash paid for income taxes                                                                                    |  | $                            | 91      |   |      | $ | 47      |  

See accompanying notes
to the unaudited condensed consolidated financial statements.



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ADVANCED ANALOGIC TECHNOLOGIES INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of Advanced Analogic Technologies Incorporated (the
Company) have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (the SEC). Certain information and disclosures normally included in consolidated financial
statements prepared in accordance with accounting principles generally accepted in the United States of America 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 annual report on Form 10-K filed with the SEC on February 25, 2011.

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, 2011
are not necessarily indicative of the results that may be expected for the year ending December 31, 2011 or for any other future period. The condensed consolidated balance sheet as of December 31, 2010 is derived from the audited
consolidated financial statements as of and for the year then ended.

Immaterial Restatement

In connection with the preparation of its annual consolidated financial statements for the year ended December 31, 2010, the Company
identified immaterial classification errors within its previously issued condensed consolidated statements of cash flows for the three months ended March 31, 2010. For the three months ended March 31, 2010, $0.7 million of amortization of
premiums on the Companys available-for-sale investments was included within cash flows from investing activities, whereas it should have been classified within cash flows from operating activities. The Company has restated its condensed
consolidated statement of cash flows for the three months ended March 31, 2010 in this Quarterly Report on Form 10-Q by increasing depreciation and amortization within cash flows from operating activities from $0.4 million to $1.1 million and
increasing purchases of short-term investments within cash flows from investing activities from $50.5 million to $51.2 million. Net cash used in operating activities previously reported of $(2.9) million and Net cash used in investing activities
previously reported of $(20.7) million have been corrected to $(2.2) million and $(21.4) million, respectively. This immaterial restatement had no impact on the Companys condensed consolidated balance sheet or condensed consolidated statement
of operations. The Company does not consider this correction to be material.

2. INVESTMENTS

As of March 31, 2011 and December 31, 2010, the Company had investments in short-term debt instruments and long-term auction
rate securities (ARS), which were classified as available-for-sale. As of March 31, 2011, the Company also had $0.8 million of investments in ARS that were classified as trading securities. Short-term investments consist primarily of investment
grade debt securities with a maturity of greater than 90 days at the time of purchase. Interest earned on securities is included in Interest and investment income in the Condensed Consolidated Statements of Operations.

The Companys available-for-sale investments are carried at fair market value with the related unrealized gains and losses included
in accumulated other comprehensive loss, which is a separate component of stockholders equity. The Company records other-than-temporary impairment charges for its available-for-sale investments when it intends to sell the securities, it is
more likely than not that it will be required to sell the securities before a recovery, or when it does not expect to recover the entire amortized cost basis of the securities. Trading securities are carried at fair value with unrealized gains and
losses recognized in earnings. The cost of securities sold is based on the specific identification method.



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The following table, which excludes cash, is a summary of cash equivalents, short-term
investments and long-term investments classified as available-for-sale as of March 31, 2011 and December 31, 2010:



|                          |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 
|------------------------- |  | ----------------- | ------ |  | --------------- | - | -- | ------------------ |  | - | -------------------- | - |  | - | ------ | 
|                          |  | March 31, 2011    |       
|                          |  | AmortizedCost     |        |  | UnrealizedGains |   |    | Unrealized(Losses) |  |   | EstimatedFair 
Value |  
|                          |  | (in thousands)    |       
|Money market funds        |  | $                 | 234    |  |                 | $ |   |                    |  | $ |                     |   |  | $ | 234    | 
|U.S. Treasury bills       |  |                   | 76,913 |  |                 |   | 11 |                    |  |   | (1                   | ) |  |   | 76,923 | 
|Auction rate securities   |  |                   | 750    |  |                 |   |   |                    |  |   | (42                  | ) |  |   | 708    | 
|                          |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 
|Total                     |  | $                 | 77,897 |  |                 | $ | 11 |                    |  | $ | (43                  | ) |  | $ | 77,865 | 
|                          |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 
|Amounts included in:      |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 
|Cash and cash equivalents |  | $                 | 6,233  |  |                 | $ | 1  |                    |  | $ |                     |   |  | $ | 6,234  | 
|Short-term investments    |  |                   | 70,914 |  |                 |   | 10 |                    |  |   | (1                   | ) |  |   | 70,923 | 
|Other assets              |  |                   | 750    |  |                 |   |   |                    |  |   | (42                  | ) |  |   | 708    | 
|                          |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 
|Total                     |  | $                 | 77,897 |  |                 | $ | 11 |                    |  | $ | (43                  | ) |  | $ | 77,865 | 
|                          |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 
|                          | 
|                          |  | December 31, 2010 |       
|                          |  | AmortizedCost     |        |  | UnrealizedGains |   |    | Unrealized(Losses) |  |   | EstimatedFair Value  |  
|                          |  | (in thousands)    |       
|Money market funds        |  | $                 | 29,219 |  |                 | $ |   |                    |  | $ |                     |   |  | $ | 29,219 | 
|U.S. Treasury bills       |  |                   | 48,949 |  |                 |   | 2  |                    |  |   | (4                   | ) |  |   | 48,947 | 
|Municipal bonds           |  |                   | 1,298  |  |                 |   |   |                    |  |   |                     |   |  |   | 1,298  | 
|Auction rate securities   |  |                   | 1,750  |  |                 |   |   |                    |  |   | (101                 | ) |  |   | 1,649  | 
|                          |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 
|Total                     |  | $                 | 81,216 |  |                 | $ | 2  |                    |  | $ | (105                 | ) |  | $ | 81,113 | 
|                          |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 
|Amounts included in:      |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 
|                          |  |                   |        | 
|Cash and cash equivalents |  | $                 | 29,219 |  |                 | $ |   |                    |  | $ |                     |   |  | $ | 29,219 | 
|Short-term investments    |  |                   | 50,247 |  |                 |   | 2  |                    |  |   | (4                   | ) |  |   | 50,245 | 
|Other assets              |  |                   | 1,750  |  |                 |   |   |                    |  |   | (101                 | ) |  |   | 1,649  | 
|                          |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 
|Total                     |  | $                 | 81,216 |  |                 | $ | 2  |                    |  | $ | (105                 | ) |  | $ | 81,113 | 
|                          |  |                   |        |  |                 |   |    |                    |  |   |                      |   |  |   |        | 

3. FAIR VALUE MEASUREMENTS

The Companys financial assets are measured at fair value. Fair value is the price that the Company estimates would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.

Fair Value Hierarchy

The Company classifies investments within Level 1 of the fair value hierarchy when the fair value is based on quoted prices in active
markets for identical assets or liabilities. The Company considers a market to be active when transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis. As of March 31, 2011, the
Companys Level 1 investments consisted of money market funds and U.S. Treasury bills.

The Company classifies
investments within Level 2 of the fair value hierarchy when the fair value is based on broker/dealer quotes which use observable market inputs instead of quoted market prices in active markets. As of March 31, 2011, the Company did not have
Level 2 investments.

Investments are classified within Level 3 of the fair value hierarchy if the fair value is determined
using unobservable inputs that are not corroborated by market data. The valuation of Level 3 investments requires the use of significant management judgments or estimation. As of March 31, 2011, the Companys Level 3 investments consisted
of ARS. The methodology used for determining the fair value of these Level 3 financial assets is described below.



7



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##### Table of Contents

The following table, which excludes cash, presents the fair value of the Companys cash
equivalents, short-term investments and long-term investments as of March 31, 2011 and December 31, 2010:



|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|-------------------------------------------------------- |  | -------------- | ------ |  | --------------- | - | ------ | ----------------------------------------------------------- |  | - | ----------------------------------------- |  |  | --------------------------------------- | ----- |  |  | - | ----- | 
|                                                         |  |                |        |  |                 |   |        | Fair Value Measurements as of March 31, 2011 Using:         | 
|                                                         |  | CarryingAmount |        |  | Total fairvalue |   |        | Quoted Prices inActive Markets forIdentical Assets(Level 1) |  |   | SignificantOtherObservableInputs(Level 2) |  |  | SignificantUnobservableInputs(Level
 3) |      
|                                                         |  | (in thousands) |       
|Available-for-sale securities:                           |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Money market funds                                       |  | $              | 234    |  |                 | $ | 234    |                                                             |  | $ | 234                                       |  |  | $                                       |      |  |  | $ |      | 
|U.S. Treasury bills                                      |  |                | 76,923 |  |                 |   | 76,923 |                                                             |  |   | 76,923                                    |  |  |                                         |      |  |  |   |      | 
|Auction rate securities                                  |  |                | 708    |  |                 |   | 708    |                                                             |  |   |                                          |  |  |                                         |      |  |  |   | 708   | 
|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Total Available-for-sale securities                      |  | $              | 77,865 |  |                 | $ | 77,865 |                                                             |  | $ | 77,157                                    |  |  | $                                       |      |  |  | $ | 708   | 
|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Other investments:                                       |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Auction rate securities classified as trading securities |  | $              | 772    |  |                 | $ | 772    |                                                             |  | $ |                                          |  |  | $                                       |      |  |  | $ | 772   | 
|ARS put option                                           |  |                | 53     |  |                 |   | 53     |                                                             |  |   |                                          |  |  |                                         |      |  |  |   | 53    | 
|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Total Other investments                                  |  | $              | 825    |  |                 | $ | 825    |                                                             |  | $ |                                          |  |  | $                                       |      |  |  | $ | 825   | 
|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Amounts included in:                                     |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Cash and cash equivalents                                |  | $              | 6,234  |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Short-term investments                                   |  |                | 70,923 |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Prepaid expenses and other current assets                |  |                | 157    |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Other assets                                             |  |                | 1,376  |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Total                                                    |  | $              | 78,690 |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|                                                         |  |                |       
|                                                         |  |                |        |  |                 |   |        | Fair Value Measurements as of December 31, 2010 
Using:     | 
|                                                         |  | CarryingAmount |        |  | Total FairValue |   |        | Quoted Prices inActive
Marketsfor IdenticalAssets(Level
1)  |  |   | SignificantOtherObservableInputs(Level 2) |  |  | SignificantUnobservableInputs(Level 3)  |      
|                                                         |  | (in thousands) |       
|Available-for-sale investments:                          |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Money market funds                                       |  | $              | 29,219 |  |                 | $ | 29,219 |                                                             |  | $ | 29,219                                    |  |  | $                                       |      |  |  | $ |      | 
|U.S. Treasury bonds                                      |  |                | 48,947 |  |                 |   | 48,947 |                                                             |  |   | 48,947                                    |  |  |                                         |      |  |  |   |      | 
|Municipal bonds                                          |  |                | 1,298  |  |                 |   | 1,298  |                                                             |  |   |                                          |  |  |                                         | 1,298 |  |  |   |      | 
|Auction rate securities                                  |  |                | 1,649  |  |                 |   | 1,649  |                                                             |  |   |                                          |  |  |                                         |      |  |  |   | 1,649 | 
|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Total                                                    |  | $              | 81,113 |  |                 | $ | 81,113 |                                                             |  | $ | 78,166                                    |  |  | $                                       | 1,298 |  |  | $ | 1,649 | 
|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Amounts included in:                                     |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Cash and cash equivalents                                |  | $              | 29,219 |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Short-term investments                                   |  |                | 50,245 |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Other assets                                             |  |                | 1,649  |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|Total                                                    |  | $              | 81,113 |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 
|                                                         |  |                |        |  |                 |   |        |                                                             |  |   |                                           |  |  |                                         |       |  |  |   |       | 



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The following table provides a reconciliation of the beginning and ending balances for the
assets measured at fair value using unobservable inputs (Level 3):



|                                                                                                                                                                   |  |                                                                       |       |   |               |   |    | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | --------------------------------------------------------------------- | ----- | - | ------------- | - | -- | 
|                                                                                                                                                                   |  | Fair Value Measurement 
UsingSignificant Unobservable Inputs(Level 3) |      
|                                                                                                                                                                   |  | Auction 
RateSecurities                                               |       |   | ARS PutOption |  
|Beginning balances as of December 31, 2010                                                                                                                         |  | $                                                                     | 1,649 |   |               | $ |   | 
|Transfers in and/or out of Level 3                                                                                                                                 |  |                                                                       |      |   |               |   |   | 
|Unrealized gain included in accumulated other comprehensive loss                                                                                                   |  |                                                                       | 59    |   |               |   |   | 
|Unrealized loss recognized in earnings                                                                                                                             |  |                                                                       | (53   | ) |               |   |   | 
|Purchases, sales, issuances and settlements, net                                                                                                                   |  |                                                                       | (175  | ) |               |   | 53 | 
|                                                                                                                                                                   |  |                                                                       |       |   |               |   |    | 
|Ending balances as of March 31, 2011                                                                                                                               |  | $                                                                     | 1,480 |   |               | $ | 53 | 
|                                                                                                                                                                   |  |                                                                       |       |   |               |   |    | 
|The amount of total unrealized gain (loss) for the period included in accumulated other comprehensive loss attributable to assets
still held at the reporting date |  | $                                                                     | (2    | ) |               | $ |   | 
|                                                                                                                                                                   |  |                                                                       |       |   |               |   |    | 
|The amount of total unrealized gain (loss) for the period recognized in earnings attributable to assets still held at the
reporting date                           |  | $                                                                     | (53   | ) |               | $ | 53 | 
|                                                                                                                                                                   |  |                                                                       |       |   |               |   |    | 

Auction Rate Securities

As of March 31, 2011, the Companys investment portfolio included $1.6 million of ARS with a fair value of $1.5 million. As of December 31, 2010, the Companys investment portfolio
included $1.8 million of ARS with a fair value of $1.6 million.

During the quarter-ended March 31, 2011, the Company
entered into a settlement agreement with a financial institution under which the financial institution agreed to purchase from the Company, up to an aggregate amount of $1.0 million of the Companys ARS at par value. Under the agreement, the
Company has the right, but not the obligation, to resell its ARS to the financial institution. In accordance with the settlement agreement, the financial institution repurchased at par value $0.2 million of the Companys ARS during the quarter
ended March 31, 2011 and will repurchase the remaining $0.8 million of the Companys ARS by December 31, 2012. The Company elected to account for the rights to resell its ARS (ARS Put Option) at fair value. The Company
determined the fair value of the ARS Put Option was $0.1 million as of March 31, 2011. Accordingly, the Company recorded a gain of $0.1 million within interest and other expense on the condensed consolidated statement of operations, and
recorded a corresponding asset within the condensed consolidated balance sheet.

As of March 31, 2011, due to the
Companys intention to resell $0.8 million of ARS by December 31, 2012, it reclassified $0.8 million of ARS from available-for-sale to trading securities and recognized $0.1 million of unrealized loss within interest and other expense on
the condensed consolidated statement of operations.

The Companys ARS are interest-bearing investments in debt
obligations collateralized by Federal Family Education Program student loans. The Company considers the ARS market to be inactive because auctions have failed to settle on their respective settlement dates since 2008. Further, the secondary market
for ARS is inactive and there have been few issuer repurchases. The Company believes that available pricing information is not determinative of the ARS fair value. As such, the Company estimated the fair value of its ARS as of March 31, 2011
and December 31, 2010 using a discounted cash flow model.

To determine the fair value of its ARS, the Company estimated
the contractual interest that will be earned during the expected time to liquidity, and discounted these cash flows to reflect liquidity and credit risk. The discount factor represents the current market conditions for instruments with similar
credit quality, adjusted by 300 basis points to reflect the risk in the marketplace for the ARS. The following average assumptions were used to determine the ARS fair value as of March 31, 2011 and December 31, 2010:



|                               |  |               |  |                 
|------------------------------ |  | ------------- |  | ----------------
|                               |  | March 31,2011 |  | December 31,2010
|Expected time to liquidity     |  | 2 years       |  | 2 years         
|Expected annual rate of return |  | 1.3% to 1.7%  |  | 1.3% to 1.8%    
|Discount rate                  |  | 4.7%          |  | 4.5%            



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4. STOCKHOLDERS EQUITY

Common Stock Repurchases

On October 29, 2008, the
Companys board of directors authorized a program to repurchase shares of the Companys outstanding common stock. Under the stock repurchase program, the Company authorized the use of up to $30 million to repurchase shares of its
outstanding common stock in the open market or through privately negotiated transactions. The timing and actual number of shares repurchased depends upon market conditions and other factors, in accordance with SEC requirements.

During the three months ended March 31, 2011 and 2010, the Company did not repurchase any shares of its common stock. As of
March 31, 2011, the Company has $17.7 million of remaining funds authorized to purchase shares under the stock repurchase program. Shares repurchased are accounted for as treasury stock and the total cost of shares repurchased is recorded as a
reduction to stockholders equity.

Stock-Based Compensation Expense and Valuation of Awards

The following table summarizes stock-based compensation expense included in the Companys condensed consolidated statements of
operations for the three months ended March 31, 2011 and 2010:



|                                       |  |                              |       |  |      |   |       | 
|-------------------------------------- |  | ---------------------------- | ----- |  | ---- | - | ----- | 
|                                       |  | Three Months EndedMarch 
31, |      
|(in thousands)                         |  | 2011                         |       |  | 2010 |  
|Cost of revenue                        |  | $                            | 54    |  |      | $ | 72    | 
|Research and development               |  |                              | 465   |  |      |   | 578   | 
|Sales, general and administrative      |  |                              | 1,450 |  |      |   | 665   | 
|                                       |  |                              |       |  |      |   |       | 
|Total stock-based compensation expense |  | $                            | 1,969 |  |      | $ | 1,315 | 
|                                       |  |                              |       |  |      |   |       | 

In connection with the departure of certain of its employees during the three months ended March 31,
2011, the Company modified stock option and restricted stock unit agreements to provide for an extended post-termination exercise period and accelerated vesting of stock options and restricted stock units resulting in a one-time charge of $0.9
million.

There was no related tax effect for stock-based compensation expense for the three months ended March 31, 2011
and 2010 as the Company had a full valuation allowance against its U.S. deferred tax assets.

The Company uses the
Black-Scholes option pricing model to calculate the grant date fair value of stock options. The Company used the following weighted average assumptions to calculate the fair values of stock options granted during the three months ended
March 31, 2011 and 2010:



|                                |  |                              |      |   |      |  |      |  
|------------------------------- |  | ---------------------------- | ---- | - | ---- |  | ---- | -
|                                |  | Three Months EndedMarch 
31, |     
|                                |  | 2011                         |      |   | 2010 | 
|Volatility                      |  |                              | 63   | % |      |  | 63   | %
|Expected option term (in years) |  |                              | 4.53 |   |      |  | 4.80 |  
|Expected annual dividend yield  |  |                              |     | % |      |  |     | %
|Risk-free interest rate         |  |                              | 2.11 | % |      |  | 2.32 | %

The expected term of the
Companys stock options represents the estimated weighted-average period that the stock options are expected to remain outstanding. Beginning in 2010, to determine the expected term, the Company estimates future employee exercise behavior by
considering its historical option exercise and post-vest cancellation experience as well as the contractual term of its stock option grants. The Company bases its expected volatility assumption on its daily historical volatility data over a period
commensurate with the expected term. Due to the low volume of traded options on the Companys common stock and because the term of traded options was much shorter than the expected term of the Companys stock options, implied volatility
was not included in the valuation of options granted during the three months ended March 31, 2011 and 2010.

The
risk-free interest rate used to value our stock options approximates the interest rate of a zero-coupon Treasury bond with a maturity date that approximates the expected term of the stock option grant. The dividend yield is based on the
Companys history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on common stock, and it does not anticipate paying cash dividends in the foreseeable future.



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During the three months ended March 31, 2011, the Company granted 0.4 million
restricted stock units with a total fair value of $1.9 million. For restricted stock units, the fair value is based on the closing stock price of the Companys common stock on the grant date, multiplied by the number of restricted stock units
granted.

Compensation expense for all share based payment awards is recognized on a straight-line basis over the requisite
service period, which is generally the vesting period. Stock options and RSUs generally vest over four years.

5. NET LOSS PER SHARE

The Company calculates basic net loss per common share by dividing net loss by the weighted-average number of common
shares outstanding during the period. To determine diluted net loss per common share, the effect of potentially dilutive securities, which consist of common stock options and restricted stock units, is calculated under the treasury stock method. The
effect of potentially dilutive securities is excluded from the computation of diluted net loss per share when their effect is anti-dilutive.

A reconciliation of shares used in the calculation of basic and diluted net loss per share is as follows:



|                                                                     |  |                              |        |  |      |  |        | 
|-------------------------------------------------------------------- |  | ---------------------------- | ------ |  | ---- |  | ------ | 
|                                                                     |  | Three Months EndedMarch 
31, |       
|                                                                     |  | 2011                         |        |  | 2010 | 
|                                                                     |  | (in thousands)               |       
|Weighted average shares used to calculate basic net loss per share   |  |                              | 42,517 |  |      |  | 42,960 | 
|Effect of dilutive securities:                                       |  |                              |        |  |      |  |        | 
|Stock options                                                        |  |                              |       |  |      |  |       | 
|Restricted stock units                                               |  |                              |       |  |      |  |       | 
|                                                                     |  |                              |        |  |      |  |        | 
|Dilutive potential common stock                                      |  |                              |       |  |      |  |       | 
|                                                                     |  |                              |        |  |      |  |        | 
|Weighted average shares used to calculate diluted net loss per share |  |                              | 42,517 |  |      |  | 42,960 | 
|                                                                     |  |                              |        |  |      |  |        | 

For the three months ended March 31, 2011 and 2010, the Company excluded 8.0 million and
9.0 million, respectively, of potentially dilutive securities from the computation of diluted net loss per share. Potentially dilutive securities were excluded from the computation of diluted net loss per share because their effect would have
been antidilutive.

6. OTHER COMPREHENSIVE LOSS

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



|                                                              |  |                              |        |   |      |   |        |  
|------------------------------------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | -
|                                                              |  | Three Months EndedMarch 
31, |       
|(in thousands)                                                |  | 2011                         |        |   | 2010 |  
|Net loss, as reported                                         |  | $                            | (7,694 | ) |      | $ | (4,204 | )
|Changes in cumulative translation adjustment                  |  |                              | 99     |   |      |   | 1      |  
|Changes in unrealized gains/losses on investments, net of tax |  |                              | 68     |   |      |   | (2     | )
|                                                              |  |                              |        |   |      |   |        |  
|Total other comprehensive loss                                |  | $                            | (7,527 | ) |      | $ | (4,205 | )
|                                                              |  |                              |        |   |      |   |        |  



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7. DETAILS OF CERTAIN BALANCE SHEET COMPONENTS



|                                          |  |                |         |   |                  |   |         |  
|----------------------------------------- |  | -------------- | ------- | - | ---------------- | - | ------- | -
|                                          |  | March 31,2011  |         |   | December 31,2010 |  
|                                          |  | (in thousands) |        
|Inventories                               |  |                |         |   |                  |   |         |  
|Work in process                           |  | $              | 6,308   |   |                  | $ | 5,204   |  
|Finished goods                            |  |                | 4,847   |   |                  |   | 6,186   |  
|                                          |  |                |         |   |                  |   |         |  
|Total inventories                         |  | $              | 11,155  |   |                  | $ | 11,390  |  
|                                          |  |                |         |   |                  |   |         |  
|Property and equipment, net               |  |                |         |   |                  |   |         |  
|Computers and software                    |  | $              | 5,728   |   |                  | $ | 5,588   |  
|Office and test equipment                 |  |                | 9,266   |   |                  |   | 8,918   |  
|Leasehold improvements                    |  |                | 1,598   |   |                  |   | 1,584   |  
|                                          |  |                |         |   |                  |   |         |  
|Gross property and equipment              |  |                | 16,592  |   |                  |   | 16,090  |  
|Accumulated depreciation and amortization |  |                | (11,584 | ) |                  |   | (11,029 | )
|                                          |  |                |         |   |                  |   |         |  
|Total property and equipment, net         |  | $              | 5,008   |   |                  | $ | 5,061   |  
|                                          |  |                |         |   |                  |   |         |  
|Accrued liabilities                       |  |                |         |   |                  |   |         |  
|Accrued legal and accounting services     |  | $              | 2,335   |   |                  | $ | 234     |  
|Accrued payroll and benefits              |  |                | 1,859   |   |                  |   | 2,494   |  
|Accrued severance and related             |  |                | 948     |   |                  |   |        |  
|Warranty reserve                          |  |                | 129     |   |                  |   | 89      |  
|Deferred revenue                          |  |                | 44      |   |                  |   | 35      |  
|Restructuring reserve                     |  |                | 24      |   |                  |   | 37      |  
|Accrued payables and other                |  |                | 1,349   |   |                  |   | 1,592   |  
|                                          |  |                |         |   |                  |   |         |  
|Total accrued liabilities                 |  | $              | 6,688   |   |                  | $ | 4,481   |  
|                                          |  |                |         |   |                  |   |         |  

8. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over
the fair value of net tangible and identifiable intangible assets acquired in a business combination. As of March 31, 2011 and December 31, 2010, the Companys goodwill balance was $16.1 million, of which $15.7 million relates to the
Companys October 2006 acquisition of Analog Power Semiconductor Corporation and $0.4 million relates to the Companys June 2008 acquisition of Elite Micro Devices, Inc.

The Company evaluates goodwill for impairment, at a minimum, on an annual basis on September 30 and whenever events and changes in
circumstances suggest that the carrying amount may not be recoverable. During the three months ended March 31, 2011 and 2010, the Company determined that goodwill impairment indicators were not present.

Intangible Assets

The Companys intangible asset balance was less than $0.1 million as of March 31, 2011 and $0.1 million as of December 31, 2010. The Company amortizes intangible assets on a straight-line
basis over the estimated useful life of the assets. The intangible assets balance of less than $0.1 million will be amortized over the remainder of 2011.



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9. SEGMENT 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 net revenue by geographic region based on the location to which the product is shipped:



|                                          |  |                             |        |  |      |   |        | 
|----------------------------------------- |  | --------------------------- | ------ |  | ---- | - | ------ | 
|                                          |  | Three Months
EndedMarch 31, |       
|                                          |  | 2011                        |        |  | 2010 |  
|                                          |  | (in thousands)              |       
|South Korea                               |  | $                           | 11,129 |  |      | $ | 12,243 | 
|China                                     |  |                             | 3,395  |  |      |   | 4,476  | 
|Taiwan                                    |  |                             | 5,435  |  |      |   | 4,174  | 
|Europe                                    |  |                             | 120    |  |      |   | 367    | 
|North America (principally United States) |  |                             | 210    |  |      |   | 303    | 
|Japan                                     |  |                             | 197    |  |      |   | 355    | 
|                                          |  |                             |        |  |      |   |        | 
|Total                                     |  | $                           | 20,486 |  |      | $ | 21,918 | 
|                                          |  |                             |        |  |      |   |        | 

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



|         |  |                           |    |   |                                        |  |    |      |  |  |      |   |  |  |    |  
|-------- |  | ------------------------- | -- | - | -------------------------------------- |  | -- | ---- |  |  | ---- | - |  |  | -- | -
|         |  | Accounts Receivable as of |    |   | Net
RevenueThree Months EndedMarch 31, | 
|         |  | March 31,2011             |    |   | December 31,2010                       |  |    | 2011 |  |  | 2010 |  
|Customer |  |                           |    |   |                                        |  |    |      |  |  |      |   |  |  |    |  
|A        |  |                           | 12 | % |                                        |  | 31 | %    |  |  | 30   | % |  |  | 25 | %
|B        |  |                           | 25 | % |                                        |  | 24 | %    |  |  | 19   | % |  |  | 19 | %
|C        |  |                           | 10 | % |                                        |  | 16 | %    |  |  | *    |   |  |  | *  |  
|D        |  |                           | 16 | % |                                        |  | *  |      |  |  | 12   | % |  |  | *  |  



|* | Amount represents less than 10%.
|- | --------------------------------

10. INCOME
TAXES

The Company adjusts its effective tax rate each quarter to be consistent with the estimated annual effective tax
rate. The Company also records the tax effect of unusual or infrequently occurring discrete items, including changes in judgment about valuation allowances and effects of changes in tax laws or tax rates, in the interim period in which they occur.
The Companys effective tax rate reflects the impact of a significant amount of its earnings being taxed in foreign jurisdictions at tax rates below the United States statutory tax rate and a valuation allowance maintained on the Companys
U.S. deferred tax assets.

The Company recorded a tax provision of approximately $0.2 million and $0.5 million for the three
months ended March 31, 2011 and 2010, respectively.

The Company established a full valuation allowance against its
United States deferred tax assets on December 31, 2008. The Company has established valuation allowances for deferred tax assets based on a more likely than not threshold. The Companys ability to realize its deferred tax
assets depends on its ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction. The Company considers the following possible sources of taxable income
when assessing the realization of its deferred tax assets:



| |  |  | Future reversals of existing taxable temporary differences;
| | - |  | -----------------------------------------------------------



| |  |  | Future taxable income exclusive of reversing temporary differences and carryforwards;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | Taxable income in prior carryback years; and
| | - |  | --------------------------------------------



| |  |  | Tax-planning strategies.
| | - |  | ------------------------



13



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##### Table of Contents

The Company concludes that a valuation allowance is required when there is significant
negative evidence which is objective and verifiable, such as cumulative losses in recent years. The Company utilizes a rolling three years of actual results as its primary measure of its cumulative losses in recent years. As of March 31, 2011,
the Company continues to have a three year cumulative loss and, therefore, concluded that a valuation allowance is still required.

During the three months ended March 31, 2011, the Company increased its total amount of unrecognized tax benefits by approximately $0.4 million, including an accrual of interest and penalties of less
than $0.1 million.

In April 2010, the Company received an IRS examination report showing proposed changes to its income tax
for the 2007 tax year. The Company filed a timely protest to the April 2010 IRS examination report in May 2010 and is currently in discussions with the IRS Appeals Division. The Company believes the adjustments proposed in the IRS examination report
are not supported by the facts and are inconsistent with applicable tax laws and existing Treasury regulations. No payments, if any, will be made related to the disputed proposed adjustments until the issues are resolved with either the IRS Appeals
Division or the tax court. The Company believes that it has adequately provided in its financial statements for any additional taxes that it may be required to pay as a result of the examination.

Although the timing of the resolution and/or closure on audits is highly uncertain, it is reasonably possible that the balance of gross
unrecognized tax benefits could significantly change in the next 12 months. However, given the number of years remaining subject to examination and the number of matters being examined, the Company is unable to estimate the range of possible
adjustments to the balance of gross unrecognized tax benefits.

11. COMMITMENTS AND CONTINGENCIES

Indemnification and Product Warranty

The Company indemnifies certain customers, distributors, suppliers, and subcontractors for attorneys fees and damages and costs awarded against these parties in certain circumstances in which the
Companys products are alleged to infringe third party intellectual property rights, including patents, trade secret, trademarks, or copyrights. The Company cannot estimate the amount of potential future payments, if any, that it might be
required to make as a result of these agreements. To date, the Company has not paid any claim or been required to defend any action related to its indemnification obligations, and accordingly, it has not accrued any amounts for such indemnification
obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

The
Company provides a 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. The Company records
estimated warranty costs, based on historical experience over the preceding 12 months by product, at the time it recognizes product revenues. The Companys warranty reserve balance was $0.1 million as of March 31, 2011 and
December 31, 2010.

Legal Proceedings

On March 31, 2011, the Company entered into a settlement agreement with Linear Technology Corporation ending all litigation between
the two companies as previously disclosed in its annual report on Form 10-K for the fiscal year ended December 31, 2010. This settlement ends the enforcement proceeding in the United States Court of Appeals for the Federal Circuit entitled
Advanced Analogic Technologies, Inc. v. International Trade Commission (Case No. 2010-1543) and ends the Companys lawsuit in the United States District Court for the Northern District of California entitled Advanced Analogic Technologies,
Inc. v. Linear Technology Corp. (Case No. C06-0735, N.D. Cal.). The Company recorded the patent litigation settlement expense within patent litigation expense in its condensed consolidated statement of operations for the three months ended
March 31, 2011. The Company records litigation expenses as incurred.

12. RECENT ACCOUNTING PRONOUNCEMENT

In October 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
No. 2009-13, Multiple-Deliverable Revenue Arrangements (ASU 2009-13). The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation
of arrangement consideration to each deliverable to be based on the relative selling price. ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010. The Company has adopted the provisions of ASU 2009-13 and the impact was
not material to its results of operations or financial position.



14



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##### Table of Contents

|ITEM 2. | 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 most 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 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 risks 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 laws, we are under no obligation to, and do not intend to, update any forward-looking statement, whether as a result of new
information, future events or otherwise.

Overview

Our net revenue for the three months ended March 31, 2011 decreased 7% compared to the three months ended March 31, 2010 due to lower demand for our products in all regions other than Taiwan
which increased 30% period over period. Gross margin for the three months ended March 31, 2011 decreased to 42.8% compared to 48.4% for the three months ended March 31, 2010 primarily due to unfavorable product mix and lower average
selling prices.

Cash, cash equivalents and short-term investments as of March 31, 2011 decreased by $1.5 million to
$85.9 million compared to $87.4 million as of December 31, 2010, primarily due to $1.7 million used in operating activities. We continue to be debt free as of March 31, 2011.



15



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##### Table of Contents

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts in our
condensed consolidated financial statements. We evaluate our estimates on an on-going basis, including those related to our revenues, inventory valuation, stock-based compensation, income taxes, goodwill, investments and long-lived assets. 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 judgments about the carrying values of assets and liabilities. Although
actual results have historically been reasonably consistent with managements expectations, the actual results may differ from these estimates or our estimates may be affected by different assumptions or conditions.

Management believes that there have been no significant changes during the three months ended March 31, 2011 to the items that we
disclosed as our critical accounting policies and estimates in the Managements Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the year ended December 31, 2010.

Results of Operations

The following table sets forth our unaudited historical operating results, in dollar amounts and as a percentage of net revenue for the periods indicated:



|                                               |  |                              |        |   |      |  |       |    |  |   |        |   |  |  |       |   
|---------------------------------------------- |  | ---------------------------- | ------ | - | ---- |  | ----- | -- |  | - | ------ | - |  |  | ----- | --
|                                               |  | Three Months Ended March 31, |       
|(in thousands, except percentages)             |  | 2011                         |        |   | 2010 | 
|Net revenue                                    |  | $                            | 20,486 |   |      |  | 100.0 | %  |  | $ | 21,918 |   |  |  | 100.0 | % 
|Cost of revenue                                |  |                              | 11,723 |   |      |  | 57.2  |    |  |   | 11,315 |   |  |  | 51.6  |   
|                                               |  |                              |        |   |      |  |       |    |  |   |        |   |  |  |       |   
|Gross profit                                   |  |                              | 8,763  |   |      |  | 42.8  |    |  |   | 10,603 |   |  |  | 48.4  |   
|Operating expenses:                            |  |                              |        |   |      |  |       |    |  |   |        |   |  |  |       |   
|Research and development                       |  |                              | 6,468  |   |      |  | 31.6  |    |  |   | 7,102  |   |  |  | 32.4  |   
|Sales, general and administrative              |  |                              | 7,604  |   |      |  | 37.1  |    |  |   | 6,161  |   |  |  | 28.1  |   
|Patent litigation                              |  |                              | 2,183  |   |      |  | 10.7  |    |  |   | 1,084  |   |  |  | 4.9   |   
|                                               |  |                              |        |   |      |  |       |    |  |   |        |   |  |  |       |   
|Total operating expenses                       |  |                              | 16,255 |   |      |  | 79.4  |    |  |   | 14,347 |   |  |  | 65.5  |   
|                                               |  |                              |        |   |      |  |       |    |  |   |        |   |  |  |       |   
|Loss from operations                           |  |                              | (7,492 | ) |      |  | (36.6 | )  |  |   | (3,744 | ) |  |  | (17.1 | ) 
|Interest and other income (expense):           |  |                              |        |   |      |  |       |    |  |   |        |   |  |  |       |   
|Interest and investment income                 |  |                              | 40     |   |      |  | 0.2   |    |  |   | 100    |   |  |  | 0.5   |   
|Other expense, net                             |  |                              | (71    | ) |      |  | (0.4  | )  |  |   | (31    | ) |  |  | (0.1  | ) 
|                                               |  |                              |        |   |      |  |       |    |  |   |        |   |  |  |       |   
|Total interest and other income (expense), net |  |                              | (31    | ) |      |  | (0.2  | )  |  |   | 69     |   |  |  | 0.3   |   
|                                               |  |                              |        |   |      |  |       |    |  |   |        |   |  |  |       |   
|Loss before income taxes                       |  |                              | (7,523 | ) |      |  | (36.8 | )  |  |   | (3,675 | ) |  |  | (16.8 | ) 
|Provision for income taxes                     |  |                              | 171    |   |      |  | 0.8   |    |  |   | 529    |   |  |  | 2.4   |   
|                                               |  |                              |        |   |      |  |       |    |  |   |        |   |  |  |       |   
|Net loss                                       |  | $                            | (7,694 | ) |      |  | (37.6 | )% |  | $ | (4,204 | ) |  |  | (19.2 | )%
|                                               |  |                              |        |   |      |  |       |    |  |   |        |   |  |  |       |   

Comparison of Three Months ended March 31, 2011 and March 31, 2010

Net Revenue

The following table illustrates our net revenue by principal product families:



|                                        |  |                                    |        |  |                       |  |     |        |  |   |                       |  |  |  |     |  
|--------------------------------------- |  | ---------------------------------- | ------ |  | --------------------- |  | --- | ------ |  | - | --------------------- |  |  |  | --- | -
|                                        |  | Three Months Ended March 31,       |       
|                                        |  | 2011                               |        |  | 2010                  | 
|                                        |  | Amount                             |        |  | Percentof 
netrevenue |  |     | Amount |  |   | Percentof 
netrevenue | 
|                                        |  | (in thousands, except percentages) |       
|Display and Lighting Solutions          |  | $                                  | 11,546 |  |                       |  | 56  | %      |  | $ | 12,970                |  |  |  | 59  | %
|Voltage Regulation and DC/DC Conversion |  |                                    | 4,907  |  |                       |  | 24  | %      |  |   | 4,243                 |  |  |  | 19  | %
|Interface and Power Management          |  |                                    | 3,058  |  |                       |  | 15  | %      |  |   | 2,995                 |  |  |  | 14  | %
|Battery Management                      |  |                                    | 975    |  |                       |  | 5   | %      |  |   | 1,710                 |  |  |  | 8   | %
|                                        |  |                                    |        |  |                       |  |     |        |  |   |                       |  |  |  |     |  
|Total                                   |  | $                                  | 20,486 |  |                       |  | 100 | %      |  | $ | 21,918                |  |  |  | 100 | %
|                                        |  |                                    |        |  |                       |  |     |        |  |   |                       |  |  |  |     |  



16



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##### Table of Contents

Our net revenue for the three months ended March 31, 2011 decreased by $1.4 million or
6.5% compared to the three months ended March 31, 2010. Total unit shipments in the three months ended March 31, 2011 increased 18% compared to the three months ended March 31, 2010 while the average selling prices decreased by
approximately 8%.

Geographically, sales decreased in all regions other than Taiwan during the three months ended
March 31, 2011 compared to the three months ended March 31, 2010.

Gross Profit



|                                   |  |                              |        |   |      |   |        |                     |  |   |        |    |  |  |    |   
|---------------------------------- |  | ---------------------------- | ------ | - | ---- | - | ------ | ------------------- |  | - | ------ | -- |  |  | -- | --
|                                   |  | Three Months EndedMarch 
31, |        |   |      |  
|(in thousands, except percentages) |  | 2011                         |        |   | 2010 |   |        | Increase (Decrease) | 
|Net revenue                        |  | $                            | 20,486 |   |      | $ | 21,918 |                     |  | $ | (1,432 | )  |  |  | (7 | )%
|Cost of revenue                    |  |                              | 11,723 |   |      |   | 11,315 |                     |  |   | 408    |    |  |  | 4  | % 
|                                   |  |                              |        |   |      |   |        |                     |  |   |        |    |  |  |    |   
|Gross profit                       |  | $                            | 8,763  |   |      | $ | 10,603 |                     |  |   |        |    |  |  |    |   
|                                   |  |                              |        |   |      |   |        |                     |  |   |        |    |  |  |    |   
|Gross profit margin percentage     |  |                              | 42.8   | % |      |   | 48.4   | %                   |  |   | (5.6   | )% |  |  |    |   

Our gross margin was 42.8% for the three months ended March 31, 2011, compared to 48.4% for
the three months ended March 31, 2010. This increase in gross margin was primarily due to unfavorable product mix and lower average selling prices.

Research and Development



|                                   |  |                             |       |   |      |   |       |                     |  |   |      |    |  |  |    |   
|---------------------------------- |  | --------------------------- | ----- | - | ---- | - | ----- | ------------------- |  | - | ---- | -- |  |  | -- | --
|                                   |  | Three Months EndedMarch 31, |       |   |      |  
|(in thousands, except percentages) |  | 2011                        |       |   | 2010 |   |       | Increase (Decrease) | 
|Research and development           |  | $                           | 6,468 |   |      | $ | 7,102 |                     |  | $ | (634 | )  |  |  | (9 | )%
|Percentage of net revenue          |  |                             | 31.6  | % |      |   | 32.4  | %                   |  |   | (0.8 | )% |  |  |    |   

Research and development expenses for the three months ended March 31, 2011 decreased by $0.6
million as compared to the three months ended March 31, 2010 primarily due to a $0.7 million decrease in payroll and personnel related expenses and a $0.4 million decrease in patent expenses, partially offset by a $0.3 million increase in
outside service expenses and $0.2 million of severance expenses.

Sales, General and Administrative



|                                   |  |                              |       |   |      |   |       |                     |  |   |       |   |  |  |    |  
|---------------------------------- |  | ---------------------------- | ----- | - | ---- | - | ----- | ------------------- |  | - | ----- | - |  |  | -- | -
|                                   |  | Three Months EndedMarch 
31, |       |   |      |  
|(in thousands, except percentages) |  | 2011                         |       |   | 2010 |   |       | Increase (Decrease) | 
|Sales, general and administrative  |  | $                            | 7,604 |   |      | $ | 6,161 |                     |  | $ | 1,443 |   |  |  | 23 | %
|Percentage of net revenue          |  |                              | 37.1  | % |      |   | 28.1  | %                   |  |   | 9.0   | % |  |  |    |  

Sales, general and administrative expenses for the three months ended March 31, 2011
increased by $1.4 million as compared to the three months ended March 31, 2010 primarily due to a $0.8 million increase in stock-based compensation expense due to the modification of stock-based awards and a $0.8 million increase in severance
expense.

Patent Litigation



|                                   |  |                              |       |   |      |   |       |                     |  |   |       |   |  |  |     |  
|---------------------------------- |  | ---------------------------- | ----- | - | ---- | - | ----- | ------------------- |  | - | ----- | - |  |  | --- | -
|                                   |  | Three Months EndedMarch 
31, |       |   |      |  
|(in thousands, except percentages) |  | 2011                         |       |   | 2010 |   |       | Increase (Decrease) | 
|Patent litigation                  |  | $                            | 2,183 |   |      | $ | 1,084 |                     |  | $ | 1,099 |   |  |  | 101 | %
|Percentage of net revenue          |  |                              | 10.7  | % |      |   | 4.9   | %                   |  |   | 5.7   | % |  |  |     |  

Patent litigation expense increased during the three months ended March 31, 2011 compared to
the three months ended March 31, 2010 due to one-time expenses incurred related to litigation settlement. For a description of our litigation, please see Part II, Item 1Legal Proceedingsfor further details.



17



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##### Table of Contents

Total interest and other income, net

Total interest and other income, net was not material for the three months ended March 31, 2011 and March 31, 2010.

Provision for Income Taxes

We adjust our effective tax rate each quarter to be consistent with the estimated annual effective tax rate. We also record the tax effect of unusual or infrequently occurring discrete items, including
changes in judgment about valuation allowances and effects of changes in tax laws or tax rates, in the interim period in which they occur. Our effective tax rate reflects the impact of a significant amount of our earnings being taxed in foreign
jurisdictions at tax rates below the United States statutory tax rate and a valuation allowance maintained on our U.S. deferred tax assets.

We recorded a tax provision of approximately $0.2 million and $0.5 million for the three months ended March 31, 2011 and March 31, 2010, respectively.

We established a full valuation allowance against our United States deferred tax assets on December 31, 2008. We have established
valuation allowances for deferred tax assets based on a more likely than not threshold. Our ability to realize our deferred tax assets depends on our ability to generate sufficient taxable income within the carryback or carryforward
periods provided for in the tax law for each applicable tax jurisdiction. We consider the following possible sources of taxable income when assessing the realization of our deferred tax assets:



| |  |  | Future reversals of existing taxable temporary differences;
| | - |  | -----------------------------------------------------------



| |  |  | Future taxable income exclusive of reversing temporary differences and carryforwards;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | Taxable income in prior carryback years; and
| | - |  | --------------------------------------------



| |  |  | Tax-planning strategies.
| | - |  | ------------------------

We conclude that a valuation allowance is required when there is significant negative evidence which is objective and verifiable, such as cumulative losses in recent years. We utilize a rolling three
years of actual results as our primary measure of our cumulative losses in recent years. As of March 31, 2011, we continue to have a three year cumulative loss and, therefore, concluded that a valuation allowance is still required.

During the three months ended March 31, 2011, we increased our total amount of unrecognized tax benefits by approximately $0.4
million, including an accrual of interest and penalties of less than $0.1 million.

In April 2010, we received an IRS
examination report showing proposed changes to our income tax for the 2007 tax year. We filed a timely protest to the April 2010 IRS examination report in May 2010 and are currently in discussions with the IRS Appeals Division. We believe the
adjustments proposed in the IRS examination report are not supported by the facts and are inconsistent with applicable tax laws and existing Treasury regulations. No payments, if any, will be made related to the disputed proposed adjustments until
the issues are resolved with either the IRS Appeals Division or the tax court. We believe that we have adequately provided in our financial statements for any additional taxes that we may be required to pay as a result of the examination.

Although the timing of the resolution and/or closure on audits is highly uncertain, it is reasonably possible that the
balance of gross unrecognized tax benefits could significantly change in the next 12 months. However, given the number of years remaining subject to examination and the number of matters being examined, we are unable to estimate the range of
possible adjustments to the balance of gross unrecognized tax benefits.

Recent Accounting Pronouncement

In October 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
No. 2009-13, Multiple-Deliverable Revenue Arrangements (ASU 2009-13). The new standard changes the requirements for establishing separate units of accounting in a multiple element arrangement and requires the allocation
of arrangement consideration to each deliverable to be based on the relative selling price. ASU 2009-13 is effective for fiscal years beginning on or after June 15, 2010. We have adopted the provisions of ASU 2009-13 and the impact was not
material to our results of operations or financial position.



18



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##### Table of Contents

Liquidity and Capital Resources



|                                                             |  |                             |         |   |       |   |         |                     |  |   |       | 
|------------------------------------------------------------ |  | --------------------------- | ------- | - | ----- | - | ------- | ------------------- |  | - | ----- | 
|                                                             |  | Three Months
EndedMarch 31, |         |   |       |  
|                                                             |  | 2011                        |         |   | 2010* |   |         | Increase (Decrease) | 
|                                                             |  | (in thousands)              |        
|Net cash used in operating activities                        |  | $                           | (1,679  | ) |       | $ | (2,193  | )                   |  | $ | 514   | 
|Net cash used in investing activities                        |  |                             | (21,103 | ) |       |   | (21,438 | )                   |  |   | 335   | 
|Net cash provided by financing activities                    |  |                             | 539     |   |       |   | 143     |                     |  |   | 396   | 
|Effect of exchange rate changes on cash and cash equivalents |  |                             | 30      |   |       |   | (9      | )                   |  |   | 39    | 
|                                                             |  |                             |         |   |       |   |         |                     |  |   |       | 
|Net decrease in cash and cash equivalents                    |  | $                           | (22,213 | ) |       | $ | (23,497 | )                   |  | $ | 1,284 | 
|                                                             |  |                             |         |   |       |   |         |                     |  |   |       | 



|*- | Reflects the immaterial restatement disclosed in Item 1, Note 1  Basis of Presentation.
|-- | ----------------------------------------------------------------------------------------

Net Cash Used in Operating Activities

For the three months ended March 31, 2011, cash used in operating activities consisted primarily of the net loss of $7.7 million, less non-cash items including $2.0 million of stock-based
compensation expense and $0.7 million of depreciation and amortization, partially offset by a $2.2 million increase in accrued liabilities and other long-term liabilities due to a one-time patent litigation settlement charge and a $0.8 million
decrease in accounts receivable primarily due to the timing of sales and collections.

For the three months ended
March 31, 2010, cash used in operating activities consisted primarily of the net loss of $4.2 million, less non-cash items including $1.3 million of stock-based compensation expense and $1.1 million of depreciation and amortization, a $2.2
million increase in accounts receivable due to higher sales compared to the quarter ended December 31, 2009 and a $1.6 million increase in inventory due to increased demand. The cash outflows were partially offset by a $2.6 million increase in
accounts payable due to the timing of inventory purchases and payments.

Net Cash Used in Investing Activities

Net cash used in investing activities was $21.1 million for the three months ended March 31, 2011, primarily due
to $50.9 million used to purchase short-term investments and $0.4 million used to purchase property, plant and equipment, partially offset by $30.0 million of proceeds from sales and maturities of short-term investments and $0.2 million due to sales
of auction rate securities.

Net cash used in investing activities was $21.4 million for the three months ended March 31,
2010, primarily as a result of $51.2 million used to purchase short-term investments and $0.7 million used to purchase property and equipment, partially offset by $30.5 million proceeds from sales and maturities of short-term investments.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $0.5 million for the three months ended March 31, 2011 due to proceeds from the
exercise of common stock options.

Net cash provided by financing activities was $0.1 million for the three months ended
March 31, 2010, due to proceeds from the exercise of common stock options.

Liquidity

Our cash, cash equivalents and short term investments were $85.9 million as of March 31, 2011 and $87.4 million as of
December 31, 2010. We believe our existing cash, cash equivalents and short-term investment balances, as well as any cash expected to be generated from operating activities, 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, our level of
acquisition activity or other strategic transactions, 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.



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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 us.

Contractual Obligations

The following table describes our principal contractual cash obligations as of March 31, 2011:



|                              |  |                |        |  |               |   |       |      |  |   |       |  |  |      |       |  |      |   |       |                |  |   |       |  |  |   |     | 
|----------------------------- |  | -------------- | ------ |  | ------------- | - | ----- | ---- |  | - | ----- |  |  | ---- | ----- |  | ---- | - | ----- | -------------- |  | - | ----- |  |  | - | --- | 
|                              |  | Total          |        |  | Remaining2011 |   |       | 2012 |  |   | 2013  |  |  | 2014 |       |  | 2015 |   |       | 2016and beyond | 
|                              |  | (in thousands) |       
|Operating leases              |  | $              | 8,068  |  |               | $ | 1,968 |      |  | $ | 2,340 |  |  | $    | 1,523 |  |      | $ | 1,045 |                |  | $ | 1,070 |  |  | $ | 122 | 
|Purchase commitments(1)       |  |                | 7,330  |  |               |   | 7,330 |      |  |   |      |  |  |      |      |  |      |   |      |                |  |   |      |  |  |   |    | 
|                              |  |                |        |  |               |   |       |      |  |   |       |  |  |      |       |  |      |   |       |                |  |   |       |  |  |   |     | 
|Total contractual obligations |  | $              | 15,398 |  |               | $ | 9,298 |      |  | $ | 2,340 |  |  | $    | 1,523 |  |      | $ | 1,045 |                |  | $ | 1,070 |  |  | $ | 122 | 
|                              |  |                |        |  |               |   |       |      |  |   |       |  |  |      |       |  |      |   |       |                |  |   |       |  |  |   |     | 



|(1) | Purchase commitments consist primarily of our commitment to purchase wafers and assembly services.
|--- | --------------------------------------------------------------------------------------------------

Common Stock Repurchases

On October 29, 2008, our board of directors authorized a program to repurchase shares of our outstanding common stock. Under the stock repurchase program, we are authorized to use up to $30 million
to repurchase shares of our outstanding common stock in the open market or through privately negotiated transactions. The timing and actual number of shares repurchased under the stock repurchase program depends upon market conditions and other
factors, in accordance with SEC requirements. We did not repurchase any shares of our common stock during the three months ended March 31, 2011 or the three months ended March 31, 2010.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At March 31, 2011, we had cash and cash equivalents totaling $14.9 million, compared to $37.1 million at December 31, 2010. At
March 31, 2011, we had $70.9 million in short-term investments as compared to $50.2 million at December 31, 2010. Cash equivalents have an original or remaining maturity when purchased of 90 days or less; short-term investments generally
have an original or remaining maturity when purchased of greater than 90 days. Our investment policy places emphasis on instruments with more liquidity.

The taxable equivalent interest rates for the three months ended March 31, 2011 and 2010, on those cash equivalents and short-term investments average approximately 0.2% and 0.3%, respectively. The
primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. While none of the securities in which we have invested are secured by real estate, these securities 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.

A hypothetical increase in market interest rates of 100 basis points from the market rates in effect at March 31, 2011 would cause the fair value of our investments to decrease by approximately $0.3
million, which would not significantly impact our financial position or results of operations. A hypothetical decrease in market interest rates of 100 basis points from the market rates in effect at March 31, 2011 would cause the fair value of
these investments to increase by $0.1 million. Declines in interest rates over time will result in lower interest income. Based upon our analysis the fair values did not change materially as our investments are of short duration.

As of March 31, 2011, our investment portfolio included $1.6 million of interest bearing auction rate securities (ARS)
with a fair value of $1.5 million, of which $0.7 million was classified as available-for-sale and $0.8 million was classified as trading securities.



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During the quarter-ended March 31, 2011, we entered into a settlement agreement with a
financial institution under which the financial institution agreed to purchase from us, up to an aggregate amount of $1.0 million of our ARS at par value. Under the agreement, we have the right, but not the obligation, to resell our ARS to the
financial institution. In accordance with the settlement agreement, the financial institution repurchased at par value $0.2 million of our ARS during the quarter-ended March 31, 2011 and will repurchase the remaining $0.8 million of our ARS by
December 31, 2012. We elected to account for the rights to resell these ARS (ARS Put Option) at fair value. We determined the fair value of the ARS Put Option was $0.1 million as of March 31, 2011. Accordingly, we recorded a
gain of $0.1 million within interest and other expense on the condensed consolidated statement of operations, and recorded a corresponding asset within the condensed consolidated balance sheet.

As of March 31, 2011, due to our intention to resell $0.8 million of ARS by December 31, 2012, we reclassified $0.8 million of
ARS from available-for-sale to trading securities and recognized $0.1 million of unrealized loss within interest and other expense on the condensed consolidated statement of operations.

We used a discounted cash flow model to determine the estimated fair value of our ARS and the ARS Put Option as of March 31, 2011.
The assumptions used in preparing the discounted cash flow model included estimates for interest rates, estimates for discount rates using yields of comparable traded instruments adjusted for illiquidity and other risk factors, and estimates for the
amount of cash flows and expected holding periods of the ARS and the ARS Put Option. These inputs reflect our own assumptions about the assumptions market participants would use in pricing the ARS and the ARS Put Option, including assumptions about
risk, developed based on the best information available in the circumstances.

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 interim 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. As of March 31, 2011, our management, with the participation of our Chief Executive Officer and our interim Chief Financial
Officer, concluded that our disclosure controls and procedures 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 was (i) recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and interim Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act) during the three months ended March 31, 2011 covered by this Quarterly Report on 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

On March 31, 2011, we entered into a settlement agreement with Linear Technology Corporation ending all litigation between the two companies as previously disclosed in our annual report on Form 10-K
for the fiscal year ended December 31, 2010. This settlement ends the enforcement proceeding in the United States Court of Appeals for the Federal Circuit entitled Advanced Analogic Technologies, Inc. v. International Trade Commission (Case
No. 2010-1543) and ends our lawsuit in the United States District Court for the Northern District of California entitled Advanced Analogic Technologies, Inc. v. Linear Technology Corp., (Case No. C06-0735, N.D. Cal.). We recorded the patent
litigation settlement expense within patent litigation expense in our condensed consolidated statement of operations for the three months ended March 31, 2011. We record litigation expenses as incurred.

ITEM 1A. RISK FACTORS

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, 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. 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 overestimating or underestimating 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.

We receive a substantial portion of our net revenue from a small number of OEM
customers and distributors, and the loss of, or a significant reduction in, orders from those customers or our other largest customers would adversely affect our operations and financial condition.

We received an aggregate of approximately 89% of our net revenue from our ten largest customers for both the three months ended
March 31, 2011 and March 31, 2010. Any action by one of our largest customers that affects our orders, product pricing or vendor status could significantly reduce our net revenue and harm our financial results.

We receive a substantial portion of our net revenue from a small number of customers. For example, for the three months ended
March 31, 2011 and March 31, 2010, Samsung and LG Electronics were our largest customers. Sales to Samsung represented 30% and 25% for the three months ended March 31, 2011 and March 31, 2010, respectively. Additionally, we sell
to a number of contract manufacturers of Samsung. Sales to Samsung and its contract manufacturers represented 32% and 35% of our net revenue in the three months ended March 31, 2011 and March 31, 2010, respectively. Sales to LG Electronics
represented 19% of our net revenue for both the three months ended March 31, 2011 and March 31, 2010. We anticipate that we will continue to be dependent on these customers for a significant portion of our net revenue in the immediate
future; however, we do not have long-term contractual purchase commitments from them, and we cannot assure you that they will continue to be our customers. 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.



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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;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | costs associated with litigation, especially related to intellectual property;
| | - |  | ------------------------------------------------------------------------------



| |  |  | liquidity and cash flow of our distributors, suppliers and end-market customers;
| | - |  | --------------------------------------------------------------------------------



| |  |  | changes in manufacturing costs, including wafer, test and assembly costs, and manufacturing yields, product quality and reliability;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the timing and availability of adequate manufacturing capacity from our manufacturing suppliers;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | our ability to successfully define, design and release new products in a timely manner that meet our customers needs;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | the timing, performance and pricing of new product introductions by us and by our competitors;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | general economic conditions in the countries where we operate or our products are used;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | changes in exchange rates, interest rates, tax rates and tax withholding;
| | - |  | -------------------------------------------------------------------------



| |  |  | geopolitical stability, especially affecting China, Taiwan and Asia in general; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | changes in domestic and international tax laws.
| | - |  | -----------------------------------------------

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 required to record additional significant charges to earnings if our goodwill becomes impaired.

Under accounting principles generally accepted in the United States, we review our goodwill for impairment each year
as of September 30thand when events or changes in
circumstances indicate the carrying value may not be recoverable. The carrying value of our goodwill may not be recoverable due to factors indicating a decrease in the value of the Company, such as a decline in stock price and market capitalization,
reduced estimates of future cash flows and slower growth rates in our industry. Estimates of future cash flows are based on an updated long-term financial outlook of our operations. However, actual performance in the near-term or long-term could be
materially different from these forecasts, which could impact future estimates. For example, a significant decline in our stock price and/or market capitalization may result in goodwill impairment. We may be required to record a charge to earnings
in our financial statements during a period in which an impairment of our goodwill is determined to exist, which may negatively impact our results of operations.

We may be required to record impairment charges in future quarters as a result of the decline in value of our investments in auction rate securities.

As of March 31, 2011, our investment portfolio included interest bearing auction rate securities (ARS) with a fair value of
$1.5 million. Our ARS represent investments in debt obligations collateralized by Federal Family Education Program student loans. At the time of acquisition, these ARS investments were intended to provide liquidity via an auction process that
resets the applicable interest rate at predetermined calendar intervals, allowing investors to either roll over their holdings or gain immediate liquidity by selling such interests at par. The monthly auctions historically provided a liquid market
for these securities. However, beginning in 2008, uncertainties in the credit markets have affected all of our holdings in ARS and auctions for our investments in these securities have failed to settle on their respective settlement dates. Auctions
for our investments in these securities continued to fail through March 31, 2011.

If the current market conditions
deteriorate further, the anticipated recovery in market values does not occur, or if we determine that we intend to sell the ARS, it is possible that we will be required to sell the ARS before a recovery of the auction process, or that we will not
recover the entire amortized cost basis of the ARS, and we may be required to record impairment charges in future quarters which may negatively impact our results of operations.



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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 net revenue and a loss of design wins to our competitors. Our understanding is that our overall product acceptance rate is typical for the semiconductor analog sector
due to ongoing competition, long design-in and qualification cycles, late introduction and/or product not meeting exact customer requirements. In some instances, our products were designed into a customers product or system but our
customers product failed to gain market acceptance so no substantial business resulted. In other cases, we may introduce a product before the market is ready to accept or require the features offered in our product, in which revenues may
result at a later and somewhat unpredictable date in the future.

As part of our continued efforts to grow and diversify our
product offerings, we continue to expand our family of LED driver system solutions for LED backlit LCD televisions and also recently introduced our first μSwitcher converter family of ultra-compact switching regulators. The success of these
and all of our new products 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;
| | - |  | ---------------------------------------



| |  |  | timely and efficient completion of process design and device structure improvements and implementation of manufacturing, assembly and test processes;
and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the quality, performance and reliability of the product.
| | - |  | --------------------------------------------------------

If we fail to introduce new products or penetrate new markets, our revenues will likely decrease over time and our financial condition could suffer.

We may not have the expertise we need to successfully define or develop products for new market opportunities, and we may lack the sales
connections and applications expertise to secure orders for such products. Identifying and hiring such resources may be difficult and we may not be successful in identifying and hiring necessary personnel. Attempts to balance product development and
sales efforts between new and existing applications may delay our entrance into new markets and make it more difficult to penetrate new customers and application opportunities in the future.

Due to defects and failures that may occur, our products may not meet specifications, 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 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. In addition, our customers may not use our products in a way that is consistent with our published specifications. If defects and failures occur in our products during the
design phase or after, or our customers use our products in ways that are not consistent with their intended use, 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 to 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.



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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. 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;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | it can take up to 12 months from the time our products are selected to complete the design process;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | it can take an additional 9 to 12 months or longer to complete commercial introduction of the electronic systems that use our products, if they are
introduced at all;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | original equipment manufacturers typically limit the initial release of their electronic systems to evaluate performance and consumer demand; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the development and commercial introduction of products incorporating new technology are frequently delayed.
| | - |  | ------------------------------------------------------------------------------------------------------------

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.

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. 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.

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.

Because we receive a substantial portion of our net revenue 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 net revenue, which could adversely affect our operating results and our customer relationships.

We obtain a portion of our net revenue through sales to distributors located in Asia who act as our fulfillment representatives. For
example, sales to distributors accounted for 38% and 34% of our net revenue for the three months ended March 31, 2011 and March 31, 2010, 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. 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. We may not be successful in recognizing these indications or in finding replacement distributors in a timely manner, or at all, any of which could harm our operating results, cash flow and
financial condition.



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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% of the previous three
months purchases. We generally accept these returns quarterly. We record estimated returns for stock rotation at the time of shipment. Our arrangements with our distributors typically also 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. In the future, we could receive returns or claims that are in excess of our estimates and reserves, which could harm our operating results.

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. In addition, we also may be obligated to repurchase unsold products from
a distributor if we decide to terminate our relationship with that distributor.

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 net revenue also depends 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 Electronics, one of our largest customers, 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.

We face risks in connection with our
internal control over financial reporting and any related remedial measures that we undertake to correct any material weaknesses in our internal control over financial reporting.

In accordance with Section 404 of the Sarbanes-Oxley Act, we are required to report annually on the effectiveness of our internal
control over financial reporting as such term is defined in Rule 13a-15(f) and Rule 15d-15(f) under the Securities Exchange Act of 1934. This report must include disclosure of any material weakness in our internal control over financial reporting.
In preparation for issuing this management report, we document, evaluate, and test our internal control over financial reporting.

No material weakness will be considered remediated until our remedial efforts have operated for an appropriate period, have been tested, and management has concluded that they are operating effectively.
We cannot be certain that any measures we take to remediate a material weakness will ensure that we implement and maintain adequate internal control over financial reporting and that we will successfully remediate the material weakness. In addition,
we cannot assure you that we will not in the future identify further material weaknesses in our internal control over financial reporting that we have not discovered to date, which may impact the reliability of our financial reporting and financial
statements.

If consumer demand for mobile consumer electronic devices declines, our net revenue 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 net revenue continues to come from this market, especially in wireless handsets. If consumer demand for these products declines and fewer mobile customer electronic devices are sold, our net revenue will
decrease significantly. For example, in the second half of 2008, we experienced a significant decrease in worldwide billings to our customers, suggesting that our customers were reacting to decreased consumer demand for their end products. In an
adverse economic climate, consumers are less likely to prioritize purchasing new mobile consumer electronic devices or upgrading existing devices. In addition, 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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Substantially all of our manufacturing suppliers, customers and operations are located
in Asia, which subjects us to additional risks, including regional economic influences, logistical complexity, political instability and natural disasters including earthquakes.

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, substantially all of our net revenue for the three months ended March 31, 2011 and March 31, 2010 came from customers in Asia, particularly South Korea, Taiwan, China and Japan. A vast majority of our contract
manufacturing operations are located in South Korea, Taiwan, Malaysia and China. In addition, we have a design center in Shanghai, China. As a result of our international focus, we face several challenges, including:



| |  |  | increased complexity and costs of managing international operations;
| | - |  | --------------------------------------------------------------------



| |  |  | longer and more difficult collection of receivables;
| | - |  | ----------------------------------------------------



| |  |  | political and economic instability;
| | - |  | -----------------------------------



| |  |  | limited protection of our intellectual property;
| | - |  | ------------------------------------------------



| |  |  | unanticipated changes in local regulations, including tax regulations;
| | - |  | ----------------------------------------------------------------------



| |  |  | timing and availability of import and export licenses; and
| | - |  | ----------------------------------------------------------



| |  |  | foreign currency exchange fluctuations relating to our international operating activities.
| | - |  | ------------------------------------------------------------------------------------------

Our corporate headquarters in Santa Clara, 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.

We are also more susceptible to the regional economic impact of health crises. Because we anticipate that we will continue to rely
heavily on foreign companies or United States 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.

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 testing, wafer thinning, assembly, final test, warehousing and shipping.
Furthermore, for certain packages, at times we rely on a single manufacturer. 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. An economic downturn, such as the one experienced during the last few years, could adversely affect the financial strength of our vendors and adversely impact their ability to manufacture product, resulting in a shortage or
delay in product shipments to our customers.



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Our products are manufactured at a limited number of locations. If we experience
manufacturing problems at a particular location or with a particular supplier, 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 6 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. Should we be required to manufacture safety stock and finished
goods to insure against any supply interruptions to our customers, there is no guarantee that our customers would necessarily purchase the extra material and excess inventory may result. There is no guarantee we would be able to sell that excess
inventory to other customers and we may have to write-off this material as an expense adversely affecting our financial performance.

In addition, a significant portion of our sales are 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.

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, finance, 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.

In economic downturns where
consumer demand for our customers products is reduced or delayed, we expect lower net revenue and reduced profitability. In response to these downturns, we may implement certain cost reduction actions including spending controls, forced
holidays and company shutdowns, employee layoffs, shortened work-weeks and involuntary salary reductions. For example, in 2010 we reduced our US workforce by approximately 15%. It is uncertain what affect such measures may have on our ability to
retain key talent and staff members, or our ability to rehire employees should business improve.

Changes in effective
tax rates or adverse outcomes resulting from examination of our income tax returns could adversely affect our results.

Our future effective tax rates could be adversely affected by lower than anticipated earnings in countries where we have lower statutory
rates and higher than anticipated earnings in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, accounting principles or interpretations
thereof. Further, as a result of certain ongoing employment and capital investment commitments made by us, our income in certain countries is subject to reduced tax rates, and in some cases is wholly exempt from tax. Our failure to meet such
commitments could adversely impact our effective tax rate. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse
outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse effect on our operating results and
financial condition.



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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, Intersil Corporation, Texas Instruments Incorporated, Semtech Corporation, National Semiconductor Corporation, Richtek Technology Corporation, austriamicrosystems and Rohm Co., LTD. We expect continued competition from
existing competitors 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;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our products performance and cost effectiveness relative to that of our competitors products;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | our ability to deliver products in large volume on a timely basis at a competitive price;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | our success in utilizing new and proprietary technologies to offer products and features previously not available in the marketplace;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to recruit application engineers and designers; and
| | - |  | ---------------------------------------------------------------



| |  |  | our ability to protect our intellectual property.
| | - |  | -------------------------------------------------

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.

Intellectual property litigation could result in significant costs, reduce sales
of our products 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.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



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Furthermore, we have in the past agreed, and may in the future agree, to indemnify certain
of our customers, distributors, suppliers, subcontractors and their affiliates for attorneys fees and damages and costs awarded against these parties in certain circumstances in which our products are alleged to infringe third-party
intellectual property rights. These obligations could lead us to incur additional costs in related intellectual property litigation involving these parties, which could cause our operating results to suffer.

Uncertainty over the outcome of litigation may cause our customers or potential customers to elect not to include our products that are
the subject of this litigation into the design of their systems. Once 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. As a result, any future litigation may result in on-going expenses on a quarterly basis. If we are
unsuccessful in any such litigation, our business and our ability to compete in foreign markets could be harmed, and we could be enjoined from selling the accused products, either directly or indirectly, which could have a material adverse impact on
our net revenue, financial condition, results of operations and cash flows. See Part II, Item 1  Legal Proceedings.

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 been issued over 100 patents, 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 United States 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 United States-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.

Any acquisitions we make could disrupt our business, result in integration difficulties or fail to realize anticipated benefits,
which could adversely affect our financial condition and operating results.

We may choose to acquire companies,
technologies, assets and personnel 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 October 2006, we acquired Analog Power Semiconductor Corporation and related assets and personnel, primarily located in Shanghai, China. In June 2008, we acquired Elite Micro Devices, located in Shanghai, China. Acquisitions involve
numerous risks, including the following:



| |  |  | difficulties in integrating the operations, systems, technologies, products and personnel of the acquired companies;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | diversion of managements attention from normal daily operations of the business and the challenges of managing larger and more widespread
operations resulting from acquisitions;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | difficulties in entering markets in which we may have no or limited direct prior experience and where competitors may have stronger market positions;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the potential loss of key employees, customers, distributors, suppliers and other business partners of the companies we acquire following and
continuing after announcement of acquisition plans;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | improving and expanding our management information systems to accommodate expanded operations;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | insufficient revenue to offset increased expenses associated with acquisitions; and
| | - |  | -----------------------------------------------------------------------------------



| |  |  | addressing unforeseen liabilities of acquired businesses.
| | - |  | ---------------------------------------------------------

Acquisitions may also cause us to:



| |  |  | issue capital stock that would dilute our current stockholders percentage ownership;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | use a substantial portion of our cash resources or incur debt;
| | - |  | --------------------------------------------------------------



| |  |  | assume liabilities;
| | - |  | -------------------



| |  |  | record goodwill or incur amortization expenses related to certain intangible assets; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | incur large and immediate write-offs and other related expenses.
| | - |  | ----------------------------------------------------------------

Any of these factors could prevent us from realizing the anticipated benefits of an acquisition, and our failure to realize these
benefits could adversely affect our business. In addition, we may not be successful in identifying future acquisition opportunities or in consummating any acquisitions that we may pursue on favorable terms, if at all. Any transactions that we
complete may impair stockholder value or otherwise adversely affect our business and the market price of our stock. Failure to manage and successfully integrate acquisitions could materially harm our financial condition and operating results.

Our operating results, financial condition and cash flows may be adversely impacted by worldwide political and economic
uncertainties and specific conditions in the markets we address, including the cyclical nature of and volatility in the semiconductor industry.

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 net revenue. If this situation were to occur, it could adversely affect our operating results, cash flow and financial condition.

Additionally, during the last few years general worldwide economic conditions experienced a downturn due to slower economic activity,
concerns about inflation and deflation, fears of recession, increased energy costs, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns in the wired and wireless
communications markets, recent international conflicts and terrorist and military activity and the impact of natural disasters and public health emergencies. Our operations and performance depend significantly on worldwide economic conditions and
their impact on consumer spending, which has recently deteriorated significantly in many countries and regions, including the United States and Asia, and may remain depressed for the foreseeable future. For example, some of the factors that could
influence consumer spending include conditions in the residential real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence and other factors affecting consumer spending behavior. These and other economic
factors could have a material adverse effect on demand for our products and on our financial condition and operating results. Although these conditions have abated somewhat during the last year, these conditions make it extremely difficult for our
customers, our vendors and us to accurately forecast and plan future business activities, and they could cause United States and foreign businesses to slow spending on our products and services, which would delay and lengthen sales cycles. We cannot
predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, worldwide, or in the semiconductor industry. If the economy or markets in which we operate do not continue at their present levels, our business,
financial condition and results of operations will likely be materially and adversely affected.



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We could be adversely affected by violations of the United States Foreign
Corrupt Practices Act and similar worldwide anti-bribery laws.

The United States Foreign Corrupt Practices Act
(FCPA) and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business. Our policies
mandate compliance with these anti-bribery laws. There can be no assurance that our internal controls and procedures always will protect us from reckless or criminal acts committed by our employees or agents. If we are found to be liable for FCPA
violations, we could suffer from criminal or civil penalties or other sanctions, which could have a material adverse effect on our business.

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

Issuer Purchases of Equity Securities

We repurchase shares of our common stock under our stock repurchase program announced on October 29, 2008. Under the stock repurchase program, we are authorized to use up to $30 million to repurchase
shares of our outstanding common stock. We may repurchase shares in the open market or through privately negotiated transactions. The timing and actual number of shares repurchased under the stock repurchase program depends upon market conditions
and other factors, in accordance with SEC requirements.

We have entered into agreements pursuant to SEC Rule 10b5-1 pursuant
to which we authorized a third-party broker to purchase shares on our behalf during our normal blackout periods in accordance with predetermined trading instructions. In addition, we may repurchase shares of our common stock under the guidelines of
SEC Rule 10b-18.

During the three months ended March 31, 2011, we did not repurchase shares of our common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS



|      |  |                                                                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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 3, 2011 |  |  |  | By:                                         |  | /S/    ASHOK
CHANDRAN                                                       
|                   |  |  |  |                                             |  | Ashok Chandran                                                              
|                   |  |  |  |                                             |  | Vice President, Chief Accounting Officer and
interim Chief Financial Officer



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EXHIBIT INDEX



|      |  |                                                                                                                                                                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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