-----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, JciR3B4moCceTyXa7+wY+Fvo3n5BNkh1uVpGFBGVDBc/WngFs4GdVABdTmLFE/Id V2NAET5QnAByUv8iSIA8vg== 0000950134-07-004904.txt : 20070306 0000950134-07-004904.hdr.sgml : 20070306 20070306161320 ACCESSION NUMBER: 0000950134-07-004904 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070306 FILED AS OF DATE: 20070306 DATE AS OF CHANGE: 20070306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Avago Technologies Finance Pte. Ltd. CENTRAL INDEX KEY: 0001376403 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-137664 FILM NUMBER: 07675022 BUSINESS ADDRESS: STREET 1: 1 YISHUN AVENUE 7 CITY: SINGAPORE STATE: U0 ZIP: 768923 BUSINESS PHONE: 65-6755-7888 MAIL ADDRESS: STREET 1: 1 YISHUN AVENUE 7 CITY: SINGAPORE STATE: U0 ZIP: 768923 6-K 1 f27988e6vk.htm FORM 6-K e6vk
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For March 6, 2007
Commission File Number: 333-137664
Avago Technologies Finance Pte. Ltd.
(Translation of registrant’s name into English)
Republic of Singapore
(Jurisdiction of incorporation or organization)
1 Yishun Avenue 7
Singapore 768923
Tel: (65) 6755-7888

(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
þ Form 20-F o Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether the registrant by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
o Yes þ No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
 
 

 


TABLE OF CONTENTS

Results of Operations and Financial Condition
SIGNATURE
INDEX TO EXHIBITS FILED WITH THE REPORT ON FORM 6-K DATED MARCH 6, 2007
EXHIBIT 99.1


Table of Contents

Results of Operations and Financial Condition
On March 6, 2007, Avago Technologies (the “Company”) distributed its financial results for its first quarter ended January 31, 2007. The Company also announced that it will host an investor conference call on March 6, 2007 at 2:00 p.m. Pacific Time.
The foregoing description is qualified in its entirety by reference to the Registrant’s release dated March 6, 2007, a copy of which is attached hereto as Exhibit 99.1.
The information contained in this Report on Form 6-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.
Financial Statements and Exhibits.
     
(d)     Exhibits.
   
     
Exhibit No.   Description
 
   
99.1
  Release distributed by Avago Technologies on March 6, 2007 entitled “Avago Technologies Announces First Quarter Fiscal 2007 Financial Results”

 


Table of Contents

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.
Date: March 6, 2007
         
  Avago Technologies Finance Pte. Ltd.
 
 
  By:   /s/ Mercedes Johnson    
  Name:   Mercedes Johnson   
  Title:   Senior Vice President, Finance and Chief Financial Officer
 
 

 


Table of Contents

         
INDEX TO EXHIBITS FILED WITH
THE REPORT ON FORM 6-K DATED MARCH 6, 2007
     
Exhibit No.   Description
 
   
99.1
  Release distributed by Avago Technologies on March 6, 2007 entitled “Avago Technologies Announces First Quarter Fiscal 2007 Financial Results”

 

EX-99.1 2 f27988exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
Avago Technologies Announces
First Quarter Fiscal 2007 Financial Results
SAN JOSE, Calif., — March 6, 2007 — Avago Technologies, a leading supplier of analog interface components for communications, industrial and consumer applications, today reported financial results for its first fiscal quarter, ended Jan. 31, 2007. These results, as well as those of the previous quarter, exclude revenue and expenses for the CMOS Image Sensor business, which was sold in December 2006.
First Quarter 2007 GAAP Results
Net revenue was $384 million, compared with $401 million in the previous quarter. Increased penetration, primarily in the wired infrastructure market, partially offset normal seasonal softness, resulting in the 4 percent sequential decline in sales.
Gross margin of $113 million improved sequentially by 250 basis points to 29 percent of revenue. Total operating expenses of $125 million declined from $147 million in the previous quarter which included a charge of $21 million related to a legal settlement.
Net income was $6 million, which includes a $49 million gain related to the previously announced divestiture, and compares with a net loss of $78 million in the fourth quarter.
Cash balances of $240 million at the end of January declined $32 million from the previous quarter, reflecting year-end and legal settlement payments.
First Quarter 2007 Non-GAAP Results
Gross margin on a non-GAAP basis of $143 million was 37 percent of revenue, representing a 630 basis points increase over the fourth quarter. Better yields and improved manufacturing costs absorption, combined with lower inventory charges and a richer revenue mix, were the main factors for the sequential improvement. Non-GAAP operating expenses were $100 million versus $116 million in the prior quarter, fully reflecting the costs savings inherent with the newly established corporate infrastructure.
Net income on a non-GAAP basis rose to $12 million and Adjusted EBITDA jumped to $74 million, driven by the significant improvement in operating results.
“Our first quarter results represent good performance in a period of soft demand in the overall semiconductor market,” said Hock E. Tan, president and CEO of Avago Technologies. “During the first quarter, we took steps to reduce overhead costs and expand the use of manufacturing outsource providers. This expansion will further add flexibility in our cost structure and enable us to adapt faster to the cyclical trends in our industry.”
First Quarter Financial Results Conference Call
Avago Technologies will host a conference call to review the financial results for its first quarter of fiscal 2007 today at 2:00 p.m. Pacific Time. Those wishing to access the call should dial (973) 321-1024 approximately 10 minutes prior to the start of the call. A replay will be available until Midnight Pacific Time Tuesday, March 13, 2007. To access the replay, dial (973) 341-3080 (pass code: 8471975). A transcript of the formal remarks will also be available upon request to jim@summitirgroup.com.

 


 

Avago Technologies Reports First Quarter Fiscal 2007 Financial Results
Non-GAAP Financial Measures
In addition to GAAP reporting, Avago reports net income or loss, as well as gross margin and operating expenses on a non-GAAP basis. This non-GAAP earnings information excludes stock based compensation expense, amortization of intangibles and unusual items and their related tax effects. Avago believes this non-GAAP earnings information provides more meaningful insight into the Company’s on-going performance and has therefore chosen to provide this information to investors for a more consistent basis of comparison and to emphasize the results of on-going operations. These historical non-GAAP measures are in addition to, not a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. A reconciliation between GAAP and non-GAAP net income (loss) is included in the tables below.
About Avago Technologies
Avago Technologies is a leading supplier of analog interface components for communications, industrial and consumer applications. With a global employee presence, Avago provides an extensive range of analog, mixed-signal and optoelectronic components and subsystems to more than 40,000 customers. The Company’s products serve four end markets: industrial and automotive, wired infrastructure, wireless communications, and computer peripherals. It is recognized for providing high-quality products along with strong customer service. Avago’s heritage of technical innovation dates back 40 years to its Agilent/Hewlett-Packard roots. Information about Avago is available on the Web at www.avagotech.com.
# # #
Safe Harbor Statement
This announcement and supporting materials may contain “forward-looking statements,” which address our expected future business and financial performance, and typically contain words such as “expects,” “anticipates,” “estimates,” “intends,” “plans,” “believes,” “seeks,” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For Avago, particular uncertainties which could adversely or positively affect future results include cyclicality in the semiconductor industry or in our end markets; fluctuations in interest rates; our ability to generate cash sufficient to service our debt and to fund our research and development, capital expenditures and other business needs; our continued dependence on outsourced service providers for certain key business services; our competitive performance and ability to continue achieving design wins with our customers; and other events and trends on a national, regional and global scale, including those of a political, economic, business, competitive and regulatory nature. These uncertainties may cause our actual future results to be materially different than those we express in our forward-looking statements; accordingly, we caution you not to place undue reliance on these statements. Our Registration Statement on Form F-4 filed with the SEC on January 8, 2007, recent Current Reports on Form 6-K, and other Avago filings with the U.S. Securities and Exchange Commission (“SEC”) (which you may obtain for free at the SEC’s website at http://www.sec.gov) discuss some of the important risk factors that may affect our business, results of operations, and financial condition. These forward-looking statements are made only as of the date of this communication and Avago undertakes no obligation to update or revise these forward-looking statements.
*****************************************************************************
Investor Contact:
Jim Fanucchi
Summit IR Group Inc.
(408) 404-5400
jim@summitirgroup.com

 


 

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED
(IN MILLIONS)
                 
    Three months ended  
    January 31,     October 31,  
    2007     2006  
Net revenue
  $ 384     $ 401  
Costs and expenses:
               
Cost of products sold:
               
Cost of products sold
    242       277  
Amortization of intangible assets
    15       15  
Restructuring charges
    14       1  
 
           
Total cost of products sold
    271       293  
Research and development
    51       50  
Selling, general and administrative
    58       67  
Amortization of intangible assets
    8       8  
Restructuring charges
    8       1  
Litigation settlement
          21  
 
           
Total costs and expenses
    396       440  
 
               
Loss from operations
    (12 )     (39 )
Interest expense
    29       29  
Other income, net
    1       4  
 
           
Loss from continuing operations before income taxes
    (40 )     (64 )
Provision for income taxes
    3        
 
           
Loss from continuing operations
    (43 )     (64 )
Income(loss) and gain from discontinued operations, net of income taxes
    49       (14 )
 
           
Net income (loss)
  $ 6     $ (78 )
 
           
The above EXCLUDE the results of the Image Sensor business for all periods presented.

 


 

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
FINANCIAL SUMMARY (NON-GAAP) — UNAUDITED
(IN MILLIONS, except percentages)
                 
    Three months ended  
    January 31,     October 31,  
    2007     2006  
Net revenue
  $ 384     $ 401  
Gross margin
  $ 143     $ 124  
% of net revenue
    37 %     31 %
Research and development
  $ 51     $ 50  
Selling, general and administrative
  $ 49     $ 66  
 
Total operating expenses
  $ 100     $ 116  
% of net revenue
    26 %     29 %
Income from operations
  $ 43     $ 8  
Interest expense
  $ 29     $ 29  
Net income (loss)
  $ 12     $ (17 )
The financial summary excludes amortization of intangibles, stock based compensation (including the adoption of FAS123R at the beginning of fiscal 2007), discontinued operations, restructuring, and litigation settlement.

 


 

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
FINANCIAL BRIDGE: GAAP TO NON-GAAP — UNAUDITED
(IN MILLIONS)
                 
    Three months ended
    January 31,   October 31,
    2007   2006
 
               
Net income (loss) on GAAP basis
  $ 6     $ (78 )
 
               
Amortization of acquisition-related intangibles
               
Cost of products sold
    15       15  
Operating Expenses
    8       8  
     
 
    23       23  
 
               
Stock compensation expense
               
Cost of products sold
    1        
Operating Expenses
    9       1  
     
 
    10       1  
 
               
Litigation settlement
               
Cost of products sold
           
Operating Expenses
          21  
     
 
          21  
 
               
Restructuring charges
               
Cost of products sold
    14       1  
Operating Expenses
    8       1  
     
 
    22       2  
 
               
Discontinued operations
    (49 )     14  
 
               
Net income (loss) on Non-GAAP basis
  $ 12     $ (17 )
 
               
To supplement our consolidated financial statements presented in accordance with GAAP, we have shown above a non-GAAP presentation of the Company’s net income (loss), which is adjusted to reflect the GAAP results excluding stock-based compensation, amortization of intangibles, discontinued operations and unusual items. This non-GAAP presentation is provided to enhance the reader’s overall understanding of the comparability of the Company’s financial performance between periods.

 


 

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
RECONCILIATION OF NET INCOME(LOSS) TO EBITDA AND ADJUSTED EBITDA — UNAUDITED
(IN MILLIONS)
                 
    Three months ended
    January 31,   October 31,
    2007   2006
 
               
Net income (loss)
  $ 6     $ (78 )
Interest expense, net
    29       29  
Income taxes
    3        
Depreciation and amortization expense
    45       49  
     
EBITDA
    83        
 
               
Restructuring charges
    22       2  
Purchase accounting adjustments
    5       5  
Transition Service Agreement Payments
          2  
Stock-based compensation
    10       1  
Unusual or non-recurring charges
    3       32  
Discontinued Operations
    (49 )     14  
     
Adjusted EBITDA
  $ 74     $ 56  
     
EBITDA represents net income(loss) before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to give effect to certain items that are required in calculating covenant compliance under our senior and senior subordinated notes as well as under our senior secured credit facility. Adjusted EBITDA is calculated by subtracting from or adding to EBITDA items of income or expense described above. EBITDA and Adjusted EBITDA do not represent net income(loss), as that term is defined under GAAP, and should not be considered as an alternative to net income(loss) as an indicator of our operating performance. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management or discretionary use as such measures do not consider certain cash requirements such as capital expenditures, tax payments and debt service requirements. EBITDA and Adjusted EBITDA as presented herein are not necessarily comparable to similarly titled measures.

 


 

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS — UNAUDITED
(IN MILLIONS, EXCEPT SHARE AMOUNTS)
                 
         
    January 31,   October 31,
    2007   2006
 
               
ASSETS
               
 
               
Current assets:
               
Cash and cash equivalents
  $ 240     $ 272  
Trade accounts receivable, net
    176       187  
Inventory
    166       169  
Other current assets
    44       34  
     
Total current assets
    626       662  
Property, plant and equipment, net
    403       417  
Goodwill
    116       116  
Intangible assets, net
    937       973  
Other long-term assets
    42       49  
     
Total assets
  $ 2,124     $ 2,217  
     
 
               
 
               
LIABILITIES AND SHAREHOLDER’S EQUITY
               
 
               
Current liabilities:
               
Accounts payable
  $ 136     $ 165  
Accrued interest
    19       38  
Employee compensation and benefits
    42       68  
Income taxes payable
    6       15  
Capital lease obligations — current
    2       3  
Other current liabilities
    37       62  
     
Total current liabilities
    242       351  
 
               
Long-term liabilities:
               
Long-term debt
    1,000       1,000  
Capital lease obligations — non-current
    5       4  
Other long-term liabilities
    30       31  
     
Total liabilities
    1,277       1,386  
 
               
Shareholder’s equity:
               
Ordinary shares, no par value; 210,460,262 shares issued and outstanding on January 31, 2007 and October 31, 2006
    1,068       1,058  
Accumulated deficit
    (221 )     (227 )
     
Total shareholder’s equity
    847       831  
     
Total liabilities and shareholder’s equity
  $ 2,124     $ 2,217  
     

 


 

AVAGO TECHNOLOGIES FINANCE PTE. LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED
(IN MILLIONS)
                 
    Three Months Ended
    January 31,   October 31,
    2007   2006
 
               
Cash flows from operating activities:
               
Net Income (loss)
  $ 6     $ (78 )
 
               
Adjustments to reconcile net income(loss) to net cash (used in) provided by operating activities:
               
Depreciation and amortization
    45       51  
Amortization of debt issuance costs
    1       1  
Gain on sale of business
    (48 )      
Loss on sale of property, plant and equipment
          4  
Share-based compensation
    10       1  
Changes in assets and liabilities, net of acquisition and dispositions:
               
Trade accounts receivable
    11       8  
Inventory, net
    3       9  
Accounts payable
    (29 )     3  
Employee compensation and benefits
    (25 )     4  
Income taxes payable
    (9 )     8  
Other current assets and current liabilities
    (47 )     72  
Other long-term assets and long-term liabilities
    6       2  
     
Net cash (used in)provided by operating activities
    (76 )     85  
     
 
               
Cash flows from investing activities:
               
Purchase of property, plant and equipment
    (11 )     (12 )
Proceeds from disposition of business
    55        
     
Net cash (used in)provided by investing activities
    44       (12 )
     
 
               
Cash flows from financing activities:
               
Payment on capital lease obligation
          (1 )
     
Net cash (used in)provided by financing activities
          (1 )
     
 
               
Net increase (decrease) in cash and cash equivalents
    (32 )     72  
Cash and cash equivalents at the beginning of period
    272       200  
     
Cash and cash equivalents at end of period
  $ 240     $ 272  
     

 

-----END PRIVACY-ENHANCED MESSAGE-----