-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PmIpY9RwQxKia3GSKTXIAWSkbKUc5dX2r7XynCxgjcbV1IgXNKt2YZ+MdTH30uIP 8HbCVT8EQwfZyTlttnshTw== 0000892569-08-000068.txt : 20080124 0000892569-08-000068.hdr.sgml : 20080124 20080124161237 ACCESSION NUMBER: 0000892569-08-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080124 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080124 DATE AS OF CHANGE: 20080124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROADCOM CORP CENTRAL INDEX KEY: 0001054374 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 330480482 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23993 FILM NUMBER: 08547775 BUSINESS ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617-3038 BUSINESS PHONE: 949 926 5000 MAIL ADDRESS: STREET 1: 5300 CALIFORNIA AVENUE CITY: IRVINE STATE: CA ZIP: 92617-3038 8-K 1 a37353e8vk.htm FORM 8-K Broadcom Corporation
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 24, 2008
BROADCOM CORPORATION
(Exact Name of Registrant as Specified in Charter)
         
California
(State or Other Jurisdiction
of Incorporation)
  000-23993
(Commission File
Number)
  33-0480482
(IRS Employer
Identification No.)
         
5300 California Avenue, Irvine, California
(Address of Principal Executive Offices)
  92617
(Zip Code)
Registrant’s telephone number, including area code: 949.926.5000
Not Applicable
(Former Name or Former Address, if Changed since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

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Item 2.02 Results of Operations and Financial Condition
The information in this Current Report, including the accompanying exhibit, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, regardless of any general incorporation language contained in such filing.
On January 24, 2008 Broadcom Corporation issued a press release announcing unaudited financial results for the fourth quarter and year ended December 31, 2007. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.
Discussion of Non-GAAP Financial Measures
In addition to our GAAP results, Broadcom reports adjusted net income and net income per share, referred to respectively as “non-GAAP net income” and “non-GAAP net income per share.” Non-GAAP net income consists of net income excluding stock-based compensation expense, as well as charges related to acquisitions and charges and gains that are driven primarily by discrete events that management does not consider to be directly related to our core operating performance. Non-GAAP net income per share is calculated by dividing non-GAAP net income by non-GAAP weighted average shares outstanding (diluted). For purposes of calculating non-GAAP net income per share, the calculation of GAAP weighted average shares outstanding (diluted) is adjusted to exclude the benefits of compensation costs attributable to future services and not yet recognized in the financial statements that are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method, as described in greater detail below.
Broadcom believes that the presentation of non-GAAP net income and non-GAAP net income per share provides important supplemental information to management and investors regarding financial and business trends relating to our financial condition and results of operations. Management believes that the use of these non-GAAP financial measures provides consistency and comparability with our past financial reports, and also facilitates comparisons with other companies in our industry, many of which use similar non-GAAP financial measures to supplement their GAAP results. Management has historically used non-GAAP net income and non-GAAP net income per share when evaluating operating performance because we believe that the inclusion or exclusion of the items described below provides an additional measure of our core operating results and facilitates comparisons of our core operating performance against prior periods and our business model objectives. We have chosen to provide this information to investors to enable them to perform additional analyses of past, present and future operating performance and as a supplemental means to evaluate our ongoing core operations. Externally, we believe that non-GAAP net income continues to be useful to investors in their assessment of our operating performance and the valuation of our company.
Internally, non-GAAP net income and non-GAAP net income per share are significant measures used by management for purposes of:
    supplementing the financial results and forecasts reported to our board of directors;
 
    evaluating Broadcom’s operating performance;
 
    managing and benchmarking performance internally across our businesses and externally against our peers;
 
    determining a portion of bonus compensation for executive officers and certain other key employees;
 
    establishing internal operating budgets;
 
    calculating return on investment for development programs and growth initiatives;
 
    comparing performance with internal forecasts and targeted business models; and
 
    evaluating and valuing potential acquisition candidates.

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Non-GAAP net income reflects net income adjusted for the following items:
    Stock-based compensation. Stock-based compensation relates primarily to employee stock options and restricted stock units issued by Broadcom and other stock options and restricted stock assumed in acquisitions by Broadcom. Stock-based compensation expense is a non-cash expense that varies in amount from period to period and is affected by market forces that are difficult to predict and are not within the control of management, such as the price of our Class A common stock. Accordingly, management excludes this item from its internal operating forecasts and models. We take into account the dilutive impact of stock options and shares issued pursuant to our stock-based compensation plans at the aggregate company level, but regularly exclude stock-based compensation expense when analyzing individual line items on our financial statements or when making decisions that affect our various businesses.
 
    Acquisition-related charges. Acquisition-related charges include in-process research and development charges related to (i) products in development that have not reached technological feasibility at the time of acquisition and (ii) the amortization and impairment of purchased intangible assets primarily consisting of goodwill and purchased technology, customer relationships and backlog. These charges are not factored into management’s evaluation of potential acquisitions, or of our performance after completion of acquisitions, because they do not affect our current cash position, are not related to our core operating performance and had we internally developed the technology acquired, the amortization of intangible assets and the expenses of uncompleted technology would have been expensed in prior periods. In addition, the frequency and amount of such charges vary significantly based on the timing and magnitude of our acquisition transactions, the maturities of the businesses being acquired, and in certain cases the then fair market value of Broadcom’s Class A common stock.
 
    Employer payroll tax expense. Employer payroll tax expense on certain stock option exercises varies greatly in amount from period-to-period and is significantly impacted by factors that are difficult to predict and are not within the control of management, such as the timing, number and magnitude of employee stock option exercises and the fair market value of Broadcom’s Class A common stock at the time of exercise.
 
    Other charges and gains. Other charges and gains consist of settlement costs, restructuring costs (reversals), gains or losses on strategic investments, charges related to our historical equity award practices, and non-operating gains, all of which occur on a sporadic basis and vary greatly in amount. Management excludes these items when evaluating our operating performance because these amounts do not affect our core operations.
 
    Income tax expense (benefit). Income tax expense is adjusted by the amount of additional tax expense or benefit that we would accrue if we used non-GAAP results instead of GAAP results in the calculation of our tax liability, taking into consideration our long-term tax structure as well as income tax benefits from adjustments to tax reserves of certain foreign subsidiaries.
The calculation of non-GAAP net income per share is adjusted for the following item:
    The treasury stock method used to calculate GAAP weighted average shares outstanding (diluted) requires amounts related to compensation costs attributable to future services and not yet recognized in the financial statements to be treated as proceeds that are assumed to be used to repurchase shares. As a result, this reduces the total number of weighted average shares for purposes of calculating GAAP weighted average shares outstanding (diluted). Since Broadcom does not include the effects of these compensation costs in its non-GAAP net income, management believes these amounts should not be applied to the repurchase of shares in calculating non-GAAP net income per share, and, accordingly, adds such shares back into weighted average shares outstanding for purposes of calculating non-GAAP net income per share.

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Non-GAAP net income and non-GAAP net income per share are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of our business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of Broadcom’s results as reported under GAAP. Broadcom expects to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP net income should not be construed as an inference that these costs are unusual, infrequent or non-recurring. Some of the limitations in relying on non-GAAP net income and non-GAAP net income per share are:
    Non-GAAP net income does not include stock-based compensation expense related to equity awards granted to our workforce. Broadcom’s stock incentive plans are important components of our employee incentive compensation arrangements and are reflected as expenses in our GAAP results under Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, effective as of January 1, 2006. While we include the dilutive impact of such equity awards in weighted average shares outstanding, the expense associated with stock-based awards is excluded from non-GAAP net income.
 
    Although amortization and impairment of purchased intangible assets does not directly affect our current cash position, such expense represents the declining value of the technology and other intangible assets that we have acquired. These assets are amortized over their respective expected economic lives or impaired, when appropriate. The expense associated with this decline in value is excluded from the non-GAAP net income presentation, and therefore non-GAAP net income does not reflect the costs of acquired intangible assets that supplement our research and development efforts.
 
    Broadcom periodically acquires and assimilates other companies or businesses, and we expect to continue to experience acquisition-related charges in the future. These costs can directly impact the amount of our available funds or could be dilutive to our shareholders in the future.
 
    Other charges and gains can directly impact the amount of our available funds or could be dilutive to our shareholders in the future.
 
    Broadcom’s income tax expense (benefit) ultimately will be determined based upon our GAAP taxable income and actual tax rates currently in effect, which may differ significantly from the 10% rate assumed in the calculation of our non-GAAP net income.
Item 9.01 Exhibits
(d) Exhibits
             
 
    99.1     Press Release dated January 24, 2008 of the Registrant.

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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 hereunto duly authorized.
         
  BROADCOM CORPORATION,
a California corporation

 
 
January 24, 2008  By:   /s/ Eric K. Brandt    
    Eric K. Brandt   
    Senior Vice President, Chief Financial Officer   

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EXHIBIT INDEX
     
Exhibit No.   Description
99.1
  Press Release dated January 24, 2008 of the Registrant.

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EX-99.1 2 a37353exv99w1.htm EXHIBIT 99.1 Exhibit 99.1
 

NEWS RELEASE
     
Broadcom Business Press Contact
Bill Blanning
Vice President, Global Media Relations
949-926-5555
blanning@broadcom.com
  Broadcom Investor Relations Contact
T. Peter Andrew
Vice President, Corporate Communications
949-926-5663
andrewtp@broadcom.com
Broadcom Reports Fourth Quarter and Year 2007 Results
Conference Call to be Webcast Today at 1:45 p.m. Pacific Time
IRVINE, Calif. — January 24, 2008 — Broadcom Corporation (Nasdaq: BRCM) today reported unaudited financial results for its fourth quarter and year ended December 31, 2007.
Net revenue for the fourth quarter of 2007 was $1.027 billion, an increase of 8.1% compared with the $950.0 million reported for the third quarter of 2007 and an increase of 11.2% compared with the $923.5 million reported for the fourth quarter of 2006. Net income computed in accordance with U.S. generally accepted accounting principles (GAAP) for the fourth quarter of 2007 was $90.3 million, or $.16 per share (diluted), compared with GAAP net income of $27.8 million, or $.05 per share (diluted), for the third quarter of 2007, and GAAP net income of $45.1 million, or $.08 per share (diluted), for the fourth quarter of 2006.
Net revenue for the year ended December 31, 2007 was $3.78 billion, an increase of 3.0% compared with the $3.67 billion reported for the year ended December 31, 2006. Net income computed in accordance with GAAP for the year ended December 31, 2007 was $213.3 million, or $.37 per share (diluted), compared with GAAP net income of $379.0 million, or $.64 per share (diluted), for the year ended December 31, 2006.
In addition to GAAP results, Broadcom reports adjusted net income and adjusted net income per share, referred to respectively as “non-GAAP net income” and “non-GAAP
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Broadcom Reports Fourth Quarter and Year 2007 Results
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net income per share.” A discussion of Broadcom’s use of these non-GAAP financial measures is set forth below, and reconciliations of GAAP net income to non-GAAP net income for the three months and years ended December 31, 2007 and 2006, respectively, appear in the financial statements portion of this release.
Non-GAAP net income for the fourth quarter of 2007, computed with the adjustments to GAAP reporting set forth in the attached reconciliation, was $200.8 million, or $.34 per share (diluted), compared with non-GAAP net income of $164.5 million, or $.27 per share (diluted), for the third quarter of 2007, and $184.9 million, or $.31 per share (diluted), for the fourth quarter of 2006.
Non-GAAP net income for the year ended December 31, 2007, computed with the adjustments to GAAP reporting set forth in the attached reconciliation, was $702.5 million, or $1.17 per share (diluted), compared with non-GAAP net income of $822.5 million, or $1.35 per share (diluted), for the year ended December 31, 2006.
Net revenue for the fourth quarter and year ended December 31, 2007 includes royalties in the amount of $31.8 million from a patent license agreement entered into in July 2007.
“2007 ended strongly as Broadcom generated record revenue for the fourth quarter and the full year, driven by the ramp in new product cycles occurring in the Bluetooth®, wireless LAN and digital TV markets,” said Scott McGregor, Broadcom’s President and Chief Executive Officer. “Broadcom remains a product cycle driven company, and to continue this product cycle momentum into the future, we made a number of strategic acquisitions and significant internal investments in 2007. We believe that as the convergence of technologies, products and markets continues, the winners will be the companies that possess all of the communication technologies required to build these next generation products. Broadcom remains well positioned to benefit from this trend.”
“As we look into 2008, we believe that Bluetooth, wireless LAN and digital TV will continue to be key revenue drivers, plus we look forward to the emergence of new product areas such as HD DVD, cellular and GPS, in addition to continued growth opportunities within our
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traditional end markets, such as switching and set-top boxes. While Broadcom will continue to invest to bring these and other new products to market, we have tightened our processes and made additional strategic portfolio management decisions in the fourth quarter to help moderate expense growth across 2008, with the goal of trending back towards our long-term business model.”
Conference Call Information
As previously announced, Broadcom will conduct a conference call with analysts and investors to discuss its fourth quarter and year 2007 financial results and current financial prospects today at 1:45 p.m. Pacific Time (4:45 p.m. Eastern Time). The company will broadcast the conference call via webcast over the Internet. To listen to the webcast, or to view the financial or other statistical information required by Securities and Exchange Commission (SEC) Regulation G, please visit the Investors section of the Broadcom website at www.broadcom.com/investors. The webcast will be recorded and available for replay until 5:00 p.m. Pacific Time, Thursday, February 7, 2008.
The financial results included in this release are unaudited. The complete, audited financial statements of the company for the year ended December 31, 2007 will be included in Broadcom’s Annual Report on Form 10-K, to be filed with the SEC later this month.
Discussion of Non-GAAP Financial Measures
Non-GAAP net income consists of net income excluding stock-based compensation expense as well as charges related to acquisitions and charges and gains that are driven primarily by discrete events that management does not consider to be directly related to the company’s core operating performance. Non-GAAP net income per share is calculated by dividing non-GAAP net income by non-GAAP weighted average shares outstanding (diluted). For purposes of calculating non-GAAP net income per share, the calculation of GAAP weighted average shares outstanding (diluted) is adjusted to exclude the benefits of compensation costs attributable to future services and not yet recognized in the financial statements that are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method.
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Broadcom believes that the presentation of non-GAAP net income and non-GAAP net income per share provides important supplemental information to management and investors regarding financial and business trends relating to the company’s financial condition and results of operations. For further information regarding why Broadcom believes that these non-GAAP measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the company’s Current Report on Form 8-K filed today with the SEC. The Form 8-K is available on the SEC’s website at www.sec.gov or under the “Financial Information” tab of the Investors section of the Broadcom website described above.
About Broadcom
Broadcom Corporation is a major technology innovator and global leader in semiconductors for wired and wireless communications. Broadcom® products enable the delivery of voice, video, data and multimedia to and throughout the home, the office and the mobile environment. We provide the industry’s broadest portfolio of state-of-the-art, system-on-a-chip and software solutions to manufacturers of computing and networking equipment, digital entertainment and broadband access products, and mobile devices. These solutions support our core mission: Connecting everything®.
Broadcom is one of the world’s largest fabless semiconductor companies, with unaudited 2007 revenue of $3.78 billion, and holds over 2,500 U.S. and 1,000 foreign patents, more than 7,400 additional pending patent applications, and one of the broadest intellectual property portfolios addressing both wired and wireless transmission of voice, video and data.
Broadcom is headquartered in Irvine, Calif., and has offices and research facilities in North America, Asia and Europe. Broadcom may be contacted at +1.949.926.5000 or at www.broadcom.com.
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Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
All statements included or incorporated by reference in this release and the related conference call for analysts and investors, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our business and industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.
These risks and uncertainties include, but are not limited to, the risk that the unaudited results reported in this press release could be modified as the audit of our 2007 financial statements is completed; general economic and political conditions and specific conditions in the markets we address, including the continuing volatility in the technology sector and semiconductor industry, trends in the broadband communications markets in various geographic regions, including seasonality in sales of consumer products into which our products are incorporated, and possible disruption in commercial activities related to terrorist activity or armed conflict; the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory; the gain or loss of a key customer, design win or order; the rate at which our present and future customers and end-users adopt Broadcom’s technologies and products in our target markets; our ability to scale our operations in response to changes in demand for our existing products and services or demand for new products requested by our customers; our ability to specify, develop or acquire, complete, introduce, market and transition to volume production new products and technologies in a cost-effective and timely manner; our dependence on a few significant customers for a substantial portion of our revenue; intellectual property disputes and customer indemnification claims and other types of litigation risk; risks and uncertainties resulting from Broadcom’s recent equity award review, including potential claims and proceedings related to such matters, such as shareholder litigation and any action by the SEC, U.S. Attorney’s Office or other governmental agency that could result in civil or criminal sanctions against the company and/or certain of our current or former officers, directors or employees, or other actions taken or required as a result of the review; our ability to retain, recruit and hire key executives, technical personnel and other employees in the positions and numbers, with the experience and capabilities, and at the compensation levels needed to implement our business and product plans; the quality of our products and any potential remediation costs; the availability and pricing of third party semiconductor foundry, assembly and test capacity and raw materials; the risks of producing products with new suppliers and at new fabrication and assembly and test 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; our ability to timely and accurately predict market requirements and evolving industry standards and to identify opportunities in new markets; delays in the adoption and
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acceptance of industry standards in our target markets; changes in our product or customer mix; the volume of our product sales and pricing concessions on volume sales; the effectiveness of our expense and product cost control and reduction efforts; competitive pressures and other factors such as the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products; the timing of customer-industry qualification and certification of our products and the risks of non-qualification or non-certification; 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 and uncertainties associated with our international operations, particularly in light of terrorist activity, armed conflict or political unrest; the effects of natural disasters, public health emergencies, international conflicts and other events beyond our control; and the level of orders received that can be shipped in a fiscal quarter; and other factors.
Our Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other Securities and Exchange Commission filings discuss the foregoing risks as well as other important risk factors that could contribute to such differences or otherwise affect our business, results of operations and financial condition. The forward-looking statements in this release and the related conference call for analysts and investors speak only as of the date they are made. We undertake no obligation to revise or update publicly any forward-looking statement for any reason.
Broadcom®, the pulse logo, Connecting everything® and the Connecting everything logo are among the trademarks of Broadcom Corporation and/or its affiliates in the United States, certain other countries and/or the EU. Bluetooth® is a trademark of the Bluetooth SIG. Any other trademarks or trade names mentioned are the property of their respective owners.
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BROADCOM CORPORATION
Unaudited GAAP Consolidated Statements of Income
(In thousands, except per share amounts)
                                 
    Three Months Ended     Years Ended  
    December 31,     December 31,  
    2007(a)     2006     2007(a)     2006  
Net revenue
  $ 1,027,035     $ 923,454     $ 3,776,395     $ 3,667,818  
Cost of revenue (1)
    488,222       453,818       1,832,178       1,795,565  
 
                       
Gross profit
    538,813       469,636       1,944,217       1,872,253  
Operating expense:
                               
Research and development (2)
    363,285       312,731       1,348,508       1,117,014  
Selling, general and administrative (3)
    119,324       143,850       492,737       504,012  
Amortization of purchased intangible assets (4)
    184       330       1,027       2,347  
In-process research and development (4)
                15,470       5,200  
Impairment of other intangible assets (4)
                1,500        
 
                       
Income from operations
    56,020       12,725       84,975       243,680  
Interest income, net
    29,714       35,239       131,069       118,997  
Other income, net (5)
    5,849       446       3,412       3,964  
 
                       
Income before income taxes
    91,583       48,410       219,456       366,641  
Provision (benefit) for income taxes (6)
    1,248       3,334       6,114       (12,400 )
 
                       
Net income
  $ 90,335     $ 45,076     $ 213,342     $ 379,041  
 
                       
Net income per share (basic)
  $ .17     $ .08     $ .39     $ .69  
 
                       
Net income per share (diluted)
  $ .16     $ .08     $ .37     $ .64  
 
                       
Weighted average shares (basic)
    541,006       548,210       542,412       545,724  
 
                       
Weighted average shares (diluted)
    572,289       584,927       577,682       588,318  
 
                       
(a) Includes royalties in the amount of $31.8 million from a patent license agreement entered into in July 2007.
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Listed below are the items included in net income that management excludes in computing the unaudited non-GAAP financial measures referred to in the text and tables of this press release and further described under “Discussion of Non-GAAP Financial Measures.”
                                 
    Three Months Ended     Years Ended  
    December 31,     December 31,  
    2007     2006     2007     2006  
    (In thousands)  
(1) Cost of revenue:
                               
Stock-based compensation
  $ 6,581     $ 5,456     $ 26,470     $ 24,589  
Amortization of purchased intangible assets
    3,934       2,017       13,485       10,056  
Charges related to equity award review
          2,469       89       2,469  
Employer payroll tax expense on certain stock option exercises
    92             239       784  
 
                       
 
  $ 10,607     $ 9,942     $ 40,283     $ 37,898  
 
                       
 
                               
(2) Research and development expense:
                               
Stock-based compensation
  $ 89,767     $ 72,480     $ 353,649     $ 307,096  
Charges related to equity award review
          22,286       1,333       23,625  
Employer payroll tax expense on certain stock option exercises
    2,400             5,631       7,784  
 
                       
 
  $ 92,167     $ 94,766     $ 360,613     $ 338,505  
 
                       
 
                               
(3) Selling, general and administrative expense:
                               
Stock-based compensation
  $ 33,277     $ 28,449     $ 139,533     $ 136,679  
Charges related to equity award review
          23,547       1,987       23,807  
Employer payroll tax expense on certain stock option exercises
    690             1,616       4,022  
 
                       
 
  $ 33,967     $ 51,996     $ 143,136     $ 164,508  
 
                       
 
                               
(4) Amortization of purchased intangible assets.
  $ 184     $ 330     $ 1,027     $ 2,347  
In-process research and development
                15,470       5,200  
Impairment of other intangible assets
                1,500        
 
                       
 
  $ 184     $ 330     $ 17,997     $ 7,547  
 
                       
 
                               
(5) Other income, net:
                               
Loss (gain) on strategic investments, net
  $ (2,960 )   $     $ 1,809     $ (700 )
Non-operating gains
    (2,444 )           (2,719 )     (482 )
 
                       
 
  $ (5,404 )   $     $ (910 )   $ (1,182 )
 
                       
 
                               
(6) Provision (benefit) for income taxes:
                               
Income tax benefits from adjustments to tax reserves of certain foreign subsidiaries or various foreign jurisdictions
  $ (1,403 )   $ (200 )   $ (5,986 )   $ (29,800 )
Income tax effects
    (19,659 )     (17,011 )     (65,957 )     (73,992 )
 
                       
 
  $ (21,062 )   $ (17,211 )   $ (71,943 )   $ (103,792 )
 
                       
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Broadcom Reports Fourth Quarter and Year 2007 Results
Page 9
BROADCOM CORPORATION
Unaudited Reconciliation of Non-GAAP Adjustments
(In thousands, except per share amounts)
                                 
    Three Months Ended     Years Ended  
    December 31,     December 31,  
    2007     2006     2007     2006  
GAAP net income
  $ 90,335     $ 45,076     $ 213,342     $ 379,041  
Non-GAAP adjustments:
                               
Stock-based compensation:
                               
Cost of revenue
    6,581       5,456       26,470       24,589  
Research and development
    89,767       72,480       353,649       307,096  
Selling, general and administrative
    33,277       28,449       139,533       136,679  
Acquisition-related items:
                               
Amortization of purchased intangible assets:
                               
Cost of revenue
    3,934       2,017       13,485       10,056  
Other operating expense
    184       330       1,027       2,347  
In-process research and development
                15,470       5,200  
Impairment of other intangible assets
                1,500        
Employer payroll tax expense on certain stock option exercises:
                               
Cost of revenue
    92             239       784  
Research and development
    2,400             5,631       7,784  
Selling, general and administrative
    690             1,616       4,022  
Charges related to equity award review:
                               
Cost of revenue
          2,469       89       2,469  
Research and development
          22,286       1,333       23,625  
Selling, general and administrative
          23,547       1,987       23,807  
Loss (gain) on strategic investments, net
    (2,960 )           1,809       (700 )
Non-operating gains
    (2,444 )           (2,719 )     (482 )
Income tax benefits from adjustments to tax reserves of certain foreign subsidiaries or various foreign jurisdictions
    (1,403 )     (200 )     (5,986 )     (29,800 )
Income tax effects
    (19,659 )     (17,011 )     (65,957 )     (73,992 )
 
                       
Total of non-GAAP adjustments
    110,459       139,823       489,176       443,484  
 
                       
Non-GAAP net income
  $ 200,794     $ 184,899     $ 702,518     $ 822,525  
 
                       
 
GAAP weighted average shares (diluted)
    572,289       584,927       577,682       588,318  
Non-GAAP adjustment
    20,284       19,814       20,733       20,132  
 
                       
Non-GAAP weighted average shares (diluted)
    592,573       604,741       598,415       608,450  
 
                       
 
GAAP net income per share (diluted)
  $ .16     $ .08     $ .37     $ .64  
Non-GAAP adjustments detailed above
    .18       .23       .80       .71  
 
                       
Non-GAAP net income per share (diluted)
  $ .34     $ .31     $ 1.17     $ 1.35  
 
                       
Non-GAAP net income per share is calculated by dividing non-GAAP net income by non-GAAP weighted average shares outstanding (diluted). For purposes of calculating non-GAAP net income per share, the calculation of GAAP weighted average shares outstanding (diluted) is adjusted to exclude the benefits of compensation costs attributable to future services and not yet recognized in the financial statements that are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method.
Broadcom believes that the presentation of non-GAAP net income and non-GAAP net income per share provides important supplemental information to management and investors regarding financial and business trends relating to the company’s financial condition and results of operations. For further information regarding why Broadcom believes that these non-GAAP measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the company’s Current Report on Form 8-K regarding this earnings press release filed today with the SEC.
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Broadcom Reports Fourth Quarter and Year 2007 Results
Page 10
BROADCOM CORPORATION
Unaudited GAAP Condensed Consolidated Statements of Cash Flows
(In thousands)
                                 
    Three Months Ended     Years Ended  
    December 31,     December 31,  
    2007     2006     2007     2006  
Operating activities
                               
Net income
  $ 90,335     $ 45,076     $ 213,342     $ 379,041  
Adjustments to reconcile net income to net cash provided by operating activities:
                               
Depreciation and amortization
    16,782       12,397       61,518       47,602  
Stock-based compensation expense:
                               
Stock options and other awards
    74,935       72,277       324,261       340,665  
Restricted stock units issued by the Company
    54,690       34,108       195,391       127,699  
Acquisition-related items:
                               
Amortization of purchased intangible assets
    4,118       2,347       14,512       12,403  
In-process research and development
                15,470       5,200  
Impairment of other intangible assets
                1,500        
Loss (gain) on strategic investments, net
    (2,960 )           1,809       (700 )
Changes in operating assets and liabilities:
                               
Accounts receivable
    26,730       41,476       18,400       (75,423 )
Inventory
    (18,153 )     20,734       (27,082 )     (7,598 )
Prepaid expenses and other assets
    (18,081 )     6,228       (59,691 )     20,166  
Accounts payable
    (32,295 )     44,539       22,854       (8,336 )
Accrued settlement liabilities
          (11 )     (2,000 )     (2,011 )
Other accrued and long-term liabilities
    20,825       5,631       51,625       52,951  
 
                       
Net cash provided by operating activities
    216,926       284,802       831,909       891,659  
 
                       
Investing activities
                               
Net purchases of property and equipment
    (36,265 )     (35,322 )     (159,583 )     (92,477 )
Net cash paid for acquisitions and other purchased intangible assets
          75       (219,324 )     (70,050 )
Net proceeds from sales (cash paid for purchases) of strategic investments
    3,506       (2,121 )     312       (1,984 )
Net proceeds (purchases) of marketable securities
    175,959       (16,862 )     426,408       (205,243 )
 
                       
Net cash provided by (used in) investing activities
    143,200       (54,230 )     47,813       (369,754 )
 
                       
Financing activities
                               
Repurchases of Class A common stock
    (328,391 )           (1,140,213 )     (275,733 )
Net proceeds from issuance of common stock
    117,623       78       288,953       475,887  
Payments on assumed debt and other obligations
                      (4,625 )
Repayment of notes receivable by employees
                      3,400  
Excess tax benefits from stock-based compensation
          (338 )            
 
                       
Net cash provided by (used in) financing activities
    (210,768 )     (260 )     (851,260 )     198,929  
 
                       
Increase in cash and cash equivalents
    149,358       230,312       28,462       720,834  
Cash and cash equivalents at beginning of period
    2,037,214       1,927,798       2,158,110       1,437,276  
 
                       
Cash and cash equivalents at end of period
  $ 2,186,572     $ 2,158,110     $ 2,186,572     $ 2,158,110  
 
                       
UNAUDITED SUPPLEMENTAL FINANCIAL INFORMATION
                         
    December 31,     September 30,     December 31,  
    2007     2007     2006  
    (In thousands)  
Cash and cash equivalents
  $ 2,186,572     $ 2,037,214     $ 2,158,110  
Short-term marketable securities
    141,728       308,932       522,340  
Long-term marketable securities
    75,352       84,107       121,148  
 
                 
Total cash, cash equivalents and marketable securities
  $ 2,403,652     $ 2,430,253     $ 2,801,598  
 
                 
Decrease from prior quarter end
  $ (26,601 )                
 
                     
Decrease from prior year end
  $ (397,946 )                
 
                     
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Broadcom Reports Fourth Quarter and Year 2007 Results
Page 11
BROADCOM CORPORATION
Unaudited GAAP Condensed Consolidated Balance Sheets
(In thousands)
                 
    December 31,     December 31,  
    2007     2006  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 2,186,572     $ 2,158,110  
Short-term marketable securities
    141,728       522,340  
Accounts receivable, net
    369,004       382,823  
Inventory
    231,313       202,794  
Prepaid expenses and other current assets
    125,663       85,721  
 
           
Total current assets
    3,054,280       3,351,788  
Property and equipment, net
    241,803       164,699  
Long-term marketable securities
    75,352       121,148  
Goodwill
    1,376,721       1,185,145  
Purchased intangible assets, net
    46,607       29,029  
Other assets
    43,430       24,957  
 
           
Total assets
  $ 4,838,193     $ 4,876,766  
 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 313,621     $ 307,972  
Wages and related benefits
    147,853       104,940  
Deferred revenue
    15,864       1,873  
Accrued liabilities
    280,271       263,916  
 
           
Total current liabilities
    757,609       678,701  
Commitments and contingencies
           
Long-term deferred revenue
    8,108        
Other long-term liabilities
    36,328       6,399  
Shareholders’ equity
    4,036,148       4,191,666  
 
           
Total liabilities and shareholders’ equity
  $ 4,838,193     $ 4,876,766  
 
           
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