EX-99.1 3 a78598ex99-1.htm BROADCOM CORPORATION 8-K BROADCOM 8-K dated 1/23/02
 

EXHIBIT 99.1

NEWS RELEASE

     
Broadcom Business Press Contact   Investor Relations Contact
Bill Blanning or Eileen Algaze   Nick Kormeluk
Corporate Communications Department   Director, Investor Relations
949-585-5555 or 949-585-5971   949-585-6932
blanning@broadcom.com   nickk@broadcom.com
ealgaze@broadcom.com    

Broadcom Reports Results for Fourth Quarter and Full Year 2001

IRVINE, Calif. – January 23, 2002 – Broadcom Corporation (Nasdaq: BRCM), the leading provider of integrated circuits enabling broadband communications, today reported financial results for the fourth fiscal quarter and year ended December 31, 2001.

Net revenue for the fourth quarter of 2001 was $226.8 million, an increase of 6.2% over the $213.6 million reported in the third quarter of 2001 and a decrease of 33.3% from the $340.2 million reported in the fourth quarter of 2000. Pro forma net loss for the fourth quarter of 2001 was $28.8 million, or $.11 per share (basic and diluted). This compares with pro forma net loss of $34.0 million, or $.13 per share (basic and diluted), in the third quarter of 2001, and pro forma net income of $58.0 million, or $.21 per share (diluted), in the fourth quarter of 2000.

Broadcom reports net income (loss) and diluted earnings (loss) per share on a pro forma basis, which excludes the effects of acquisition-related expenses, payroll taxes on certain stock option exercises, certain non-recurring charges, such as goodwill impairment, restructuring costs and loss on strategic investments, non-operating gains, and related income tax effects. Including these charges, gains and effects, substantially all of which were non-cash, net loss for the fourth quarter of 2001 was $329.6 million, or $1.27 per share (basic and diluted), compared with a net loss of $1,619.2 million, or $6.36 per share (basic and diluted), in the third quarter of 2001, and a net loss of $768.3 million, or $3.28 per share (basic and diluted), in the fourth quarter of 2000. Broadcom uses pro forma reporting internally to evaluate its operating performance and believes this presentation provides its investors with additional insight on its underlying operating results.

Both net loss and pro forma net loss per share for the fourth quarter were based on 259.5 million weighted average shares outstanding (basic and diluted), compared to 254.5 million weighted average shares outstanding (basic and diluted) in the third quarter of 2001. Net loss and pro forma net income per share for the fourth quarter of 2000 were based on 234.1 million weighted average shares outstanding (basic and diluted) and 274.1 million weighted average shares outstanding (diluted), respectively.

For the year ended December 31, 2001, net revenue was $961.8 million, a decrease of 12.3% from the $1,096.2 million reported for the year 2000. Pro forma net loss for the year 2001 was $85.8 million, compared to pro forma net income of $242.7 million reported for the year 2000. Pro forma net loss per share for the year 2001 was $.34 (basic and diluted) versus pro forma net income of $.93 per share (diluted) for the same period in 2000. Including the charges, gains and

 


 

effects excluded in pro forma reporting, net loss for the full year 2001 was $2,742.0 million, or $10.79 per share (basic and diluted), compared to a net loss of $687.8 million, or $3.13 per share (basic and diluted), for the year 2000. Both net loss and pro forma net loss per share for the year ended December 31, 2001 were based on 254.0 million weighted average shares outstanding (basic and diluted); net loss and pro forma net income per share for the year ended December 31, 2000 were based on 220.1 million weighted average shares outstanding (basic and diluted) and 261.4 million weighted average shares outstanding (diluted), respectively.

“Once again Broadcom delivered strong quarterly results, with revenue, gross margin and operating margin all improving over the prior quarter,” said Dr. Henry T. Nicholas III, Broadcom’s President and CEO. “We are seeing improvement in our end markets and we continue to generate a strong flow of new products for both existing and new markets. We plan to continue to leverage our breadth and core competencies in broadband to drive convergence of various markets.”

“On the access side of the business, we demonstrated our ability to leverage our engineering strengths by effectively launching new products into three large broadband access markets: Wireless LAN, ADSL and Direct Broadcast Satellite (DBS),” Nicholas said. “In addition, we continued to develop products that add features and functionality across our principal markets, including, for example, Personal Video Recorder (PVR) products for cable and DBS markets, switching products for the business enterprise, and Voice-over-IP (VoIP) products that reach across both home and enterprise networks. We will continue to drive the convergence of once separate broadband networks, as the only chip vendor capable of providing end-to-end solutions for all areas of broadband connectivity.”

Following is a review of selected key accomplishments and progress during the quarter in the principal markets served by Broadcom:

Broadcom’s wireless initiatives made significant advances during the quarter, specifically in Wireless LAN and BluetoothTM. In Wireless LAN, Broadcom started sampling the industry’s first direct-conversion, all-CMOS two-chip solution for the IEEE 802.11b wireless networking standard. This product has recently secured design wins at leading industry equipment manufacturers. In Bluetooth, Broadcom and Palm Inc. agreed to collaborate in developing advanced Bluetooth solutions for next-generation handheld computers. This collaboration demonstrates the increasing importance for Personal Area Networks that allow for robust communication and data sharing among cell phones, PDAs, handheld computers, laptops, desktops, wireless printers, servers and Internet web sites. Broadcom has been developing products in the wireless area for over a year and continues to focus significant engineering resources on the design of wireless products and their integration into enterprise and home networks.

In the digital cable and satellite set-top box markets, Broadcom’s products continued to drive new functions, such as PVR, and higher levels of integration of set-top boxes. The list of partners utilizing its PVR technology grew with the additions of EchoStar and Liberate Technologies. EchoStar’s DishPVR 721 satellite set-top box, powered by a graphics and video recorder chip from Broadcom, won “Best of Show” at the International Consumer Electronics Show in Las Vegas earlier this month. Broadcom and Liberate partnered in PVR by combining Liberate’s next generation software with Broadcom’s silicon solutions.

In the server solutions market, the company’s ServerWorks subsidiary announced SystemI/O™ technology that supports ultra low voltage Pentium® III processors. These SystemI/O products

 


 

are the only core logic products that support the ultra low voltage processors, PC 133 and 64-bit PCI. They have been validated by major server OEMs and began shipping in the fourth quarter.

In the cable modem market, Broadcom announced that ADC, ARRIS, Cadant and Motorola are all planning to adopt Broadcom’s new Media Access Controller (MAC) for their next-generation Cable Modem Termination Systems (CMTS). Separately, three of Broadcom’s customers received certification from CableLabs® for their Data Over Cable Service Interface Specification (DOCSIS™) 1.1 high-speed cable modems. DOCSIS 1.1 provides a platform that includes Quality of Service (QoS) and other capabilities that enable VoIP telephony, streaming media and layered data services to cable modem subscribers.

During the quarter, Broadcom advanced its leadership position in the enterprise networking market with the introduction of its new 0.13-Micron QuadSquadTM Gigabit Transceiver that reduces design complexity, lowers system cost and accelerates time-to-market for customers, all with the industry’s lowest power consumption of less than one watt per port. Broadcom’s line of high performance and low power 0.13-Micron Gigabit Ethernet products continues to drive the transition of enterprise networks from Fast Ethernet to Gigabit Ethernet at compelling price points.

Broadcom also made progress with its enterprise switching products. Several tier one networking equipment vendors commenced volume production of Ethernet switches based on Broadcom’s StrataSwitchTM products, which integrate 24 Fast Ethernet plus two Gigabit Ethernet ports on a single chip. Networking equipment based on StrataSwitch chips is able to switch, route and perform advanced Layer 4-7 packet filtering on all Fast and Gigabit Ethernet packets simultaneously at wire speed. Broadcom’s StrataSwitch products are a driving force in the convergence of voice and data networks within the corporate enterprise, reducing two separate networks into one.

In the ADSL market, Broadcom sampled and received design wins for its 12-port ADSL chip for Digital Subscriber Line Access Multiplexer (DSLAM) line cards. Broadcom’s entry into this market comes with the industry’s highest performance, lowest power and most integrated solution, all in the smallest package, which is critical to DSL service providers. Broadcom expects this new market will represent a significant opportunity in 2002.

In the broadband processor market, Broadcom expanded its SiByteTM family of products by introducing a new line of industry-leading, high-performance single-core MIPS® processors. These highly-integrated products scale up to one gigahertz clock speed, with power consumption below four watts, and are targeted at high volume applications in communications, storage and imaging. This product line follows the continued success of Broadcom’s dual MIPS-based system-on-a-chip solution shipping in the market today. Using a single-core in the new products allows them to target a wider range of high volume applications that require high performance to process, manage and move data at very high rates, while meeting strict power and space requirements.

For the e-Commerce security market, Broadcom initiated integrated plug-and-play support for its e-Commerce security adapters and processors for Red Hat® Linux™, making them the first open source SSL hardware accelerators supported in Red Hat Linux. Linux-based open source servers represent the fastest web-server platform for secure applications, and are continuing to gain share in the marketplace. Broadcom’s adapters and e-Commerce processors enable secure e-Commerce transactions at peak volumes with no impact to performance.

 


 

“In summary, we believe that our fourth quarter demonstrated Broadcom’s fundamental strengths, as we closed out a very challenging year on a strong note,” Nicholas concluded. “We continued to introduce market-leading products, we secured important design wins and we continued to invest resources to secure leadership positions in both our core and emerging markets. We believe we are well positioned to take advantage of growing opportunities in the broadband marketplace.”

Broadcom will conduct a conference call with analysts and investors to discuss its fourth quarter and year 2001 financial results and current financial prospects today at 4:45 p.m. Eastern Time (1:45 p.m. Pacific Time). The company will broadcast the conference over the Internet. To listen to the call, please visit the Investor Information section of the Broadcom Website at www.broadcom.com/investor. The Webcast will be recorded and available for replay until 5:00 p.m. Pacific Time on January 30, 2002.

About Broadcom

Broadcom Corporation is the leading provider of highly integrated silicon solutions that enable broadband communications and networking of voice, video and data services. Using proprietary technologies and advanced design methodologies, Broadcom designs, develops and supplies complete system-on-a-chip solutions and related applications for digital cable set-top boxes and cable modems, high-speed local, metropolitan and wide area and optical networks, home networking, Voice over Internet Protocol (VoIP), carrier access, residential broadband gateways, direct broadcast satellite and terrestrial digital broadcast, digital subscriber lines (xDSL), wireless communications, SystemI/O™ server solutions and network processing. Broadcom is headquartered in Irvine, Calif., and may be contacted at 949-450-8700 or at www.broadcom.com.

Safe Harbor Statement under the Private Securities Litigation Reform Act of
1995:

This release and the earnings conference call may contain forward-looking statements based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions made by us. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will” and variations of these words or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements speak only as of the date hereof, and are based upon the information available to us now. Such information is subject to change, and we will not necessarily inform you of such changes. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, our actual results could differ materially and adversely from those expressed in any forward-looking statements as a result of various factors.

Important factors that may cause such a difference for Broadcom include, but are not limited to, general economic and political conditions and specific conditions in the markets we address, including the recent significant economic slowdown in the technology sector and semiconductor industry; the timing, rescheduling or cancellation of significant customer orders and the ability of our customers to manage their inventory; the loss of a key customer; the effectiveness of our expense and product cost control and reduction efforts; changes in our product or customer mix; the volume of our product sales and pricing concessions on volume sales; our ability to specify, develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a timely manner; the rate at which our present and future customers and end-users adopt Broadcom’s technologies and products in our target markets; delays in the

 


 

adoption and acceptance of industry standards in the foregoing markets; the timing of customer-industry qualification and certification of our products and the risks of non-qualification or non-certification; the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; intellectual property disputes and customer indemnification claims and other types of litigation risk; the risks inherent in our acquisitions of technologies and businesses, including the successful completion of technology and product development through volume production, integration issues and costs, related accounting charges, and contractual, intellectual property and other issues; our ability to renegotiate or terminate on acceptable terms the product purchase and development agreements and performance-based warrants assumed in certain acquisitions; fluctuations in the manufacturing yields of our third party semiconductor foundries and other problems or delays in the fabrication, assembly, testing or delivery of our products; the risks of producing products with new suppliers and at new fabrication and assembly facilities; problems or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design integration; the availability and pricing of third party semiconductor foundry and assembly capacity and raw materials; the effects of new and emerging technologies; the risks and uncertainties associated with our international operations, particularly in light of recent events; our ability to retain and hire key executives, technical personnel and other employees in the numbers, with the capabilities, and at the compensation levels needed to implement our business and product plans; the quality of our products and any remediation costs; the effects of natural disasters, international conflicts and other events beyond our control; the level of orders received that can be shipped in a fiscal quarter; and other factors.

Our forthcoming Annual Report on Form 10-K, recent Quarterly Reports on Form 10-Q, recent Current Reports on Forms 8-K and 8-K/A, and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Broadcom®, the pulse logo®, QuadSquad®, SiByte™, StrataSwitchTM and SystemI/O™ are trademarks of Broadcom Corporation and/or its affiliates in the United States and certain other countries. Bluetooth™ is a trademark owned by Telefonaktiebolaget LM Ericsson AB and licensed to participants in the Bluetooth Special Interest Group (SIG) in the United States and certain other countries. CableLabs® and DOCSIS™ are trademarks of Cable Television Laboratories, Inc. Linux™ is a trademark of Linus Torvalds. Red Hat® is a registered trademark of Red Hat, Inc. All other trademarks mentioned are the property of their respective owners.

 


 

BROADCOM CORPORATION
Unaudited Pro Forma Consolidated Statements of Operations
(In thousands, except per share amounts)

                                   
      Three Months Ended   Twelve Months Ended
      December 31,   December 31,
     
 
      2001   2000   2001   2000
     
 
 
 
Net revenue
  $ 226,821     $ 340,237     $ 961,821     $ 1,096,160  
Cost of revenue
    115,614       159,863       489,887       476,359  
 
   
     
     
     
 
Gross profit
    111,207       180,374       471,934       619,801  
Operating expense:
                               
 
Research and development
    109,399       85,851       445,205       239,841  
 
Selling, general and administrative
    41,448       30,699       154,414       98,244  
 
   
     
     
     
 
Income (loss) from operations
    (39,640 )     63,824       (127,685 )     281,716  
Interest income, net
    4,156       9,149       23,019       24,299  
Other expense, net
    (562 )     (527 )     (2,602 )     (2,693 )
 
   
     
     
     
 
Income (loss) before income taxes
    (36,046 )     72,446       (107,268 )     303,322  
Provision (benefit) for income taxes
    (7,210 )     14,490       (21,454 )     60,665  
 
   
     
     
     
 
Pro forma net income (loss)
  $ (28,836 )   $ 57,956     $ (85,814 )   $ 242,657  
 
   
     
     
     
 
Pro forma basic earnings (loss) per share
  $ (.11 )   $ .25     $ (.34 )   $ 1.10  
 
   
     
     
     
 
Pro forma diluted earnings (loss) per share
  $ (.11 )   $ .21     $ (.34 )   $ .93  
 
   
     
     
     
 
Weighted average shares (basic)
    259,471       234,073       254,021       220,101  
 
   
     
     
     
 
Weighted average shares (diluted)
    259,471       274,103       254,021       261,359  
 
   
     
     
     
 

Pro Forma Only

The above pro forma statements are based upon our unaudited consolidated statements of operations for the periods shown, with certain adjustments. This presentation is not in accordance with, or an alternative for, Generally Accepted Accounting Principles (“GAAP”) and may not be consistent with the presentation used by other companies. However, the Company believes this presentation provides its investors with additional insight on its underlying operating results, and the Company uses this presentation internally to evaluate its operating performance.

In reporting pro forma results for the fourth quarter of 2000 we had reported gross revenue before the reduction of the contra-revenue charge related to performance-based warrants. In the second quarter of 2001 we began reporting pro forma revenue net of this contra-revenue amount. As a result, net revenue as reported for pro forma and GAAP purposes will be the same. This change has been reflected in the reported results for both the twelve month periods ended December 31, 2000 and 2001.

 


 

BROADCOM CORPORATION
Unaudited Reconciliation of Pro Forma Adjustments
(In thousands)

The following represents a reconciliation (unaudited) of pro forma net income (loss) to GAAP net loss. The amounts below are substantially non-cash and relate primarily to the Company’s acquisitions.

                                   
      Three Months Ended   Twelve Months Ended
      December 31,   December 31,
     
 
      2001   2000   2001   2000
     
 
 
 
Pro forma net income (loss)
  $ (28,836 )   $ 57,956     $ (85,814 )   $ 242,657  
 
                               
 Acquisition-related and other special charges:
                               
 
Stock-based compensation
    130,474       89,230       499,940       119,885  
 
Payroll tax expense on option exercises
    449       2,066       2,681       16,912  
 
Amortization of goodwill
    136,121       121,585       753,042       136,984  
 
Amortization of purchased intangible assets
    20,419       2,905       78,933       3,521  
 
Impairment of goodwill
                1,181,649        
 
In-process research and development
          667,390       109,710       713,050  
 
Restructuring costs
                34,281        
 
Litigation settlement costs
                3,000        
 
Merger-related costs
                      4,745  
 
Loss on strategic investments
                32,736        
 
Non-operating gains
    (3,923 )           (4,463 )      
 
Income tax effects
    17,210       (56,950 )     (35,275 )     (64,618 )
 
   
     
     
     
 
GAAP net loss
  $ (329,586 )   $ (768,270 )   $ (2,742,048 )   $ (687,822 )
 
   
     
     
     
 

 


 

BROADCOM CORPORATION
Unaudited Consolidated Statements of Operations
(In thousands, except per share amounts)

                                     
        Three Months Ended   Twelve Months Ended
        December 31,   December 31,
       
 
        2001   2000   2001   2000
       
 
 
 
Net revenue
  $ 226,821     $ 340,237     $ 961,821     $ 1,096,160  
Cost of revenue (1)
    132,385       165,684       557,733       484,219  
 
   
     
     
     
 
Gross profit
    94,436       174,553       404,088       611,941  
Operating expense:
                               
 
Research and development (2) (3)
    109,638       87,326       446,648       250,676  
 
Selling, general and administrative (2) (3)
    41,625       31,208       155,448       103,305  
 
Stock-based compensation (4)
    127,124       85,342       484,039       115,307  
 
Amortization of goodwill (4)
    136,121       121,585       753,042       136,984  
 
Amortization of purchased intangible assets ( 4)
    7,031       1,054       27,192       1,255  
 
Impairment of goodwill
                1,181,649        
 
In-process research and development (4)
          667,390       109,710       713,050  
 
Restructuring costs
                34,281        
 
Litigation settlement costs
                3,000        
 
Merger-related costs
                      4,745  
 
   
     
     
     
 
Loss from operations
    (327,103 )     (819,352 )     (2,790,921 )     (713,381 )
Interest income, net
    4,156       9,149       23,019       24,299  
Other income (expense), net
    3,361       (527 )     (30,875 )     (2,693 )
 
   
     
     
     
 
Loss before income taxes
    (319,586 )     (810,730 )     (2,798,777 )     (691,775 )
Provision (benefit) for income taxes
    10,000       (42,460 )     (56,729 )     (3,953 )
 
   
     
     
     
 
Net loss
  $ (329,586 )   $ (768,270 )   $ (2,742,048 )   $ (687,822 )
 
   
     
     
     
 
Basic loss per share
  $ (1.27 )   $ (3.28 )   $ (10.79 )   $ (3.13 )
 
   
     
     
     
 
Diluted loss per share
  $ (1.27 )   $ (3.28 )   $ (10.79 )   $ (3.13 )
 
   
     
     
     
 
Weighted average shares (basic)
    259,471       234,073       254,021       220,101  
 
   
     
     
     
 
Weighted average shares (diluted)
    259,471       234,073       254,021       220,101  
 
   
     
     
     
 
Notes:
                               
(1) Cost of revenue includes the following:
   
Stock-based compensation
  $ 3,350     $ 3,888     $ 15,901     $ 4,578  
   
Amortization of purchased intangible assets
    13,388       1,851       51,741       2,266  
   
Payroll tax expense on certain stock option exercises
    33       82       204       1,016  
 
   
     
     
     
 
 
  $ 16,771     $ 5,821     $ 67,846     $ 7,860  
 
   
     
     
     
 
(2) Stock-based compensation expense is excluded
from the following:
   
Research and development
  $ 88,078     $ 62,513     $ 321,571     $ 85,302  
   
Selling, general and administrative
    39,046       22,829       162,468       30,005  
 
   
     
     
     
 
 
  $ 127,124     $ 85,342     $ 484,039     $ 115,307  
 
   
     
     
     
 
   
Amortization of purchased intangible assets is excluded from the following:
                               
   
Research and development
  $ 6,809     $ 951     $ 26,314     $ 1,152  
   
Selling, general and administrative
    222       103       878       103  
 
   
     
     
     
 
 
  $ 7,031     $ 1,054     $ 27,192     $ 1,255  
 
   
     
     
     
 
(3) Employer payroll tax expense on certain stock option
exercises is included in the following:
   
Research and development
  $ 239     $ 1,475     $ 1,443     $ 10,835  
   
Selling, general and administrative
    177       509       1,034       5,061  
 
   
     
     
     
 
 
  $ 416     $ 1,984     $ 2,477     $ 15,896  
 
   
     
     
     
 
(4) Represents non-cash acquisition-related expenses charged to operations.

 


 

BROADCOM CORPORATION
Unaudited Condensed Consolidated Balance Sheets
(In thousands)

                     
        December 31,   December 31,
        2001   2000
       
 
ASSETS
               
Current assets:
               
 
Cash and cash equivalents
  $ 403,758     $ 523,904  
 
Short-term marketable securities
    136,028       77,682  
 
Accounts receivable, net
    57,187       172,314  
 
Inventory
    22,267       52,137  
 
Deferred taxes
    13,651       10,397  
 
Other current assets
    40,840       39,220  
 
   
     
 
   
Total current assets
    673,731       875,654  
Property and equipment, net
    157,336       132,870  
Long-term marketable securities
    109,767       1,984  
Deferred taxes
    275,916       351,937  
Goodwill and purchased intangible assets, net
    2,338,740       3,260,464  
Other assets
    67,808       54,913  
 
   
     
 
   
Total assets
  $ 3,623,298     $ 4,677,822  
 
   
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
 
Trade accounts payable
  $ 103,032     $ 78,163  
 
Wages and related benefits
    35,839       34,720  
 
Accrued liabilities
    158,971       66,030  
 
Short-term debt and current portion of long-term debt
    114,040       23,649  
 
   
     
 
   
Total current liabilities
    411,882       202,562  
Long-term debt, less current portion
    4,006        
Shareholders’ equity
    3,207,410       4,475,260  
 
   
     
 
   
Total liabilities and shareholders’ equity
  $ 3,623,298     $ 4,677,822