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Quotes & Info
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| BRCM > SEC Filings for BRCM > Form 10-Q on 24-Jul-2009 | All Recent SEC Filings |
24-Jul-2009
Quarterly Report
Net Revenue. Our product revenue is generated principally by sales of
semiconductor devices and, to a lesser extent, software licenses and royalties,
development, support and maintenance agreements, data services and cancellation
fees. Our licensing revenue is generated from the licensing of intellectual
property. The majority of our sales occur through the efforts of our direct
sales force. The remaining balance of our sales occurs through distributors.
We sell our products to leading manufacturers of wired and wireless
communications equipment in each of our target markets. Because we leverage our
technologies across different markets, certain of our integrated circuits may be
incorporated into equipment used in multiple markets. We utilize independent
foundries and third-party subcontractors to manufacture, assemble and test all
of our semiconductor products.
The following table presents details of our total net revenue:
Three Months Ended Six Months Ended
June 30, June 30,
2009 2008 2009 2008
Product revenue (1) 92.9 % 96.8 % 94.8 % 96.5 %
Licensing revenue 7.1 3.2 5.2 3.5
Total net revenue 100.0 % 100.0 % 100.0 % 100.0 %
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(1) Includes software licenses and royalties, support and maintenance agreements, data services and cancellation fees totaling less than 0.7% of total net revenue for all periods presented.
Three Months Ended Six Months Ended
June 30, June 30,
2009 2008 2009 2008
Sales made through direct sales force 80.3 % 85.1 % 81.5 % 85.9 %
Sales made through distributors(1) 19.7 14.9 18.5 14.1
100.0 % 100.0 % 100.0 % 100.0 %
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(1) Sales made through distributors as a percentage of net revenue increased in the three and six months ended June 30, 2009 due to increased sales of our mobile and wireless products, principally in Asia.
The demand for our products has been affected in the past, and may continue
to be affected in the future, by various factors, including, but not limited to,
the following:
• general economic and political conditions and specific conditions in the
markets we address, including the continuing volatility in the technology
sector and semiconductor industry, the current global economic recession,
trends in the broadband communications markets in various geographic
regions, including seasonality in sales of consumer products into which our
products are incorporated;
• the inability of certain of our customers who depend on credit to have access to their traditional sources of credit to finance the purchase of products from us or purchases of capital equipment from others, particularly in the current global economic environment, which may lead them to reduce their level of purchases or to seek credit or other accommodations from us;
• the timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory;
• 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;
• the rate at which our present and future customers and end-users adopt our products and technologies in our target markets; and
• the qualification, availability and pricing of competing products and technologies and the resulting effects on sales and pricing of our products.
For these and other reasons, our net revenue and results of operations for
the three months ended June 30, 2009 and prior periods may not necessarily be
indicative of future net revenue and results of operations.
From time to time, our key customers place large orders causing our quarterly
net revenue to fluctuate significantly. We expect that these fluctuations will
continue and that they may be exaggerated by the increasing volume of our
products that are incorporated into consumer electronic products, sales of which
can be subject to greater volume fluctuations than non-consumer OEM products. In
addition, an increasing percentage of our inventory is maintained under hubbing
arrangements with certain of our customers. Pursuant to these arrangements we
deliver products to a customer or a designated third party warehouse based upon
the customer's projected needs, but do not recognize product revenue unless and
until the customer reports that it has removed our product from the warehouse to
incorporate into its end products. Historically, we have had good visibility
into customer requirements and shipments within a quarter. However, if a
customer does not take our products under a hubbing arrangement in accordance
with the schedule it originally provided to us, our predicted future revenue
stream could vary substantially from our forecasts and our results of operations
could be materially and adversely affected. Additionally, since we own inventory
that is physically located in a third party's warehouse, our ability to
effectively manage inventory levels may be impaired, causing our total inventory
turns to decrease, which could increase expenses associated with excess and
obsolete product and negatively impact our cash flow.
Sales to our five largest customers, including sales to their manufacturing
subcontractors, as a percentage of net revenue were as follows:
Three Months Ended Six Months Ended June 30, June 30, 2009 2008 2009 2008 Five largest customers as a group 35.4 % 38.0 % 33.2 % 37.3 %
As we have broadened our customer base, net revenue derived from these top
customers as a percentage of net revenue has decreased, even though the absolute
dollars of net revenue have increased in some cases. However, we expect that our
largest customers will continue to account for a substantial portion of our net
revenue for the remainder of 2009 and for the foreseeable future. The identities
of our largest customers and their respective contributions to our net revenue
have varied and will likely continue to vary from period to period. The decrease
in net revenue from our top customers as a percentage of net revenue was
primarily related to reduced sales, a change in the identity of our five largest
customers and a related change in product mix.
Net revenue derived from all independent customers located outside the United
States, excluding foreign subsidiaries or manufacturing subcontractors of
customers that are headquartered in the United States even though such
subsidiaries or manufacturing subcontractors are located outside of the United
States, as a percentage of total net revenue was as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2009 2008 2009 2008
Asia (primarily in Korea, China, Japan
and Taiwan) 34.8 % 29.9 % 35.2 % 28.7 %
Europe (primarily in Finland, the United
Kingdom and France) 13.0 9.5 12.9 9.6
Other 0.5 0.5 0.5 0.5
48.3 % 39.9 % 48.6 % 38.8 %
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Net revenue derived from shipments to international destinations, as a percentage of total net revenue was as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2009 2008 2009 2008
Asia (primarily in China, Hong Kong,
Japan, Singapore and Taiwan) 83.8 % 83.8 % 84.3 % 81.3 %
Europe (primarily in Hungary, Germany,
France and Sweden) 2.5 2.2 3.1 2.6
Other 1.6 2.7 1.6 3.0
87.9 % 88.7 % 89.0 % 86.9 %
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All of our revenue to date has been denominated in U.S. dollars.
Product Gross Margin. Our product gross margin, or gross profit as a
percentage of net product revenue, has been affected in the past, and may
continue to be affected in the future, by various factors, including, but not
limited to, the following:
• our product mix and volume of product sales (including sales to high volume
customers);
• the positions of our products in their respective life cycles;
• the effects of competition;
• the effects of competitive pricing programs and rebates;
• provisions for excess and obsolete inventories and their relationship to demand volatility;
• manufacturing cost efficiencies and inefficiencies;
• fluctuations in direct product costs such as wafer pricing and assembly, packaging and testing costs, and other fixed costs;
• our ability to create cost advantages through successful integration and convergence;
• licensing royalties payable by us;
• product warranty costs;
• amortization of purchased intangible assets;
• stock-based compensation expense; and
• reversals of unclaimed rebates and warranty reserves.
Net Income (Loss). Our net income (loss) has been affected in the past, and
may continue to be affected in the future, by various factors, including, but
not limited to, the following:
• stock-based compensation expense;
• required levels of research and development and other operating costs;
• licensing of intellectual property;
• in-process research and development, or IPR&D;
• litigation costs and insurance recoveries;
• settlement costs or gains;
• charitable contributions;
• income tax benefits from adjustments to tax reserves of foreign subsidiaries;
• the loss of interest income resulting from lower average interest rates and investment balance reductions resulting from expenditures on repurchases of our Class A common stock;
• amortization of purchased intangible assets;
• impairment of goodwill and long-lived assets;
• deferral of revenue under multiple-element arrangements;
• other-than-temporary impairment of marketable securities and strategic investments;
• gain (loss) on strategic investments; and
• restructuring costs or reversals thereof.
In the three months ended June 30, 2009 our net income was $13.4 million as
compared to net income of $134.8 million in the three months ended June 30,
2008, a difference of $121.4 million. This decrease in profitability was the
direct result of $159.7 million less product gross profit principally due to
declining revenue and product gross margins, a $50.0 million charitable
contribution and an increase in impairment of long-lived assets of $9.4 million,
offset in part by $34.7 million of additional licensing revenue and a net
settlement gain of $58.4 million.
Net revenue in the three months ended June 30, 2009 decreased significantly
in our broadband communications and enterprise networking target markets, offset
in part by a moderate increase in net revenue in our mobile and wireless target
market. The decrease in net revenue from our broadband communications target
market resulted primarily from a decrease in demand for broadband modems and
digital set-top boxes, offset in part by an increase in demand for our high
definition DVD products. The increase in net revenue from our mobile and
wireless target market resulted primarily from an increase in demand for our
cellular, wireless LAN and touch controller product offerings, offset in part by
a decrease in demand for our Bluetooth products. Also reflected in our mobile
and wireless target market was an increase in licensing revenue of $34.7 million
primarily as a result of our licensing agreement with QUALCOMM Incorporated, or
Qualcomm. See discussion under "Settlement and Patent License and Non-Assert
Agreement" below. The decrease in net revenue from our enterprise networking
target market resulted primarily from a broad-based decline in demand for our
Ethernet switch and controller products.
In the six months ended June 30, 2009 our net loss was $78.5 million as
compared to net income of $209.1 million in the six months ended June 30, 2008,
a difference of $287.6 million. This decrease in profitability was the direct
result of $289.6 million less product gross profit principally due to declining
revenue and product gross margins, a $50.0 million charitable contribution and
an increase in impairment of long-lived assets of $9.4 million, offset in part
by $20.7 million of additional licensing revenue and a net settlement gain of
$73.1 million.
Net revenue in the six months ended June 30, 2009 significantly decreased in
our broadband communications and enterprise networking target markets, offset in
part by a moderate increase in net revenue in our mobile and wireless target
market. The decrease in net revenue from our broadband communications target
market resulted primarily from a decrease in demand for broadband modems and
digital set-top boxes, offset in part by an increase in demand for our high
definition DVD products. The increase in net revenue from our mobile and
wireless target market resulted primarily from an increase in demand for our
cellular, wireless LAN and touch controller product offerings, offset in part by
a decrease in demand for our Bluetooth and VoIP products. Also reflected in our
mobile and wireless target market was an increase in licensing revenue of $20.7
million primarily as a result of our licensing agreement with Qualcomm. The
decrease in net revenue from our enterprise networking target market resulted
primarily from a broad-based decline in demand for our Ethernet switch and
controller products.
While we expect research and development costs to remain relatively flat over
the short term, they will continue to increase over the long term as a result of
growth in, and the diversification of, the markets we serve, new product
opportunities, the number of design wins that go into production, changes in our
compensation policies, and any expansion into new markets and technologies.
We currently do not believe the acquisition of the DTV Business of AMD, Inc.
in late 2008 will achieve earnings neutrality by the end of 2009 as a result of
the decline in global demand due to the continued economic downturn. In the
three and six months ended June 30, 2009 we recorded an impairment charge to
customer relationships of $11.3 million. The primary factor contributing to this
impairment charge was the result of a reduction in the revenue outlook from an
acquired customer.
Settlement and Patent License and Non-Assert Agreement. On April 26, 2009 we
entered into a Settlement and Patent License and Non-Assert Agreement, or the
Qualcomm Agreement, with Qualcomm. As part of the Qualcomm Agreement, each party
granted certain rights under its patent portfolio to the other party including,
in certain circumstances, under future patents issued within one to four years
after April 26, 2009. The term of the Qualcomm Agreement commenced April 26,
2009 and will continue until the expiration of the last to expire of the covered
patents. The Qualcomm Agreement also resulted in the parties dismissing with
prejudice all outstanding litigation between them, and in Broadcom withdrawing
its complaints with foreign competition authorities.
In addition, certain patents were assigned by Broadcom to Qualcomm with
Broadcom retaining a royalty-free license under these patents. Also, Qualcomm
will make payments to Broadcom totaling $891.2 million, of which $200.0 million
was paid in the three months ended June 30, 2009. The remaining balance will be
paid in sixteen equal and successive quarterly payments of $43.2 million each,
starting in the three months ending September 30, 2009 and concluding in the
three months ending June 30, 2013.
We determined the estimated fair values of the individual components of the
Qualcomm Agreement and used the relative fair value method to allocate the
payment amounts to the individual components of the gain on settlement and
revenue from the licensing of our intellectual property. In the three months
ended June 30, 2009 we recorded a gain on settlement of outstanding litigation
related to intellectual property of $65.3 million, which represents the
estimated relative fair value of the settlement for Qualcomm's past
infringement. The fair value of this amount was primarily established based on
awards determined by the United States District Court for the Central District
of California.
The estimated relative fair value of the licensing revenue as well as the
assignment of patents of $825.9 million will be recorded as a single unit of
accounting and recognized over the Qualcomm Agreement's performance period of
four years. In the three months ended June 30, 2009, we recorded licensing
revenue of $36.7 million and expect to record licensing revenue in equal
quarterly amounts of $51.7 million for the quarters ending September 30, 2009
through March 31, 2012, $47.7 million in the three months ending June 30, 2012
and $43.2 million in each of the following four quarters ending June 30, 2013.
At June 30, 2009 we recorded deferred revenue of $97.9 million related to the
initial payment.
Separately, we recorded licensing revenue of $30.5 million in the three
months ended June 30, 2009 related to additional payments made by Qualcomm
during 2008 for shipments from May 2007 through December 31, 2008, related to a
permanent injunction on certain products. These amounts were previously deferred
due to continuing litigation appeals, which have been resolved through the
Qualcomm Agreement.
Product Cycles. The cycle for test, evaluation and adoption of our products
by customers can range from three to more than nine months, with an additional
three to more than twelve months before a customer commences volume production
of equipment incorporating our products. Due to this lengthy sales cycle, we may
experience significant delays from the time we incur expenses for research and
development, selling, general and administrative efforts, and investments in
inventory, to the time we generate corresponding revenue, if any. The rate of
new orders may vary significantly from month to month and quarter to quarter. If
anticipated sales or shipments in any quarter do not occur when expected,
expenses and inventory levels could be disproportionately high, and our results
of operations for that quarter, and potentially for future quarters, would be
materially and adversely affected.
Mobile Platforms Business. The development and introduction of new products
often requires substantial research and development resources. During the last
five years we have incurred substantial expenditures on the development of new
products for the cellular handset market. Approximately 25% of our research and
development expense is attributable to our mobile platforms business. However,
this market is characterized by very long product development and sales cycles
due to the significant qualification requirements of cellular handset makers and
wireless network operators, and accordingly, it is common to experience
significant delays from the time research and development efforts commence to
the time corresponding revenues are generated. Due to these lengthy product
development and sales cycles, our mobile platforms business had a material
negative impact on our earnings in 2008, including impairment charges of
$169.4 million recorded in the three months ended December 31, 2008 relating to
this business, and may continue to do so until we realize significant cellular
revenues.
Most of the revenue that we derived from our mobile platforms business in the
three and six months ended June 30, 2009 related to the licensing of our
intellectual property. Although we have started to generate additional revenue
from our cellular handset products in the three months ended June 30, 2009, it
is possible that our customers may delay further product development plans or
that their products will not be commercially successful, which would continue to
materially and adversely affect our results of operations.
Acquisition Strategy. An element of our business strategy involves the
acquisition of businesses, assets, products or technologies that allow us to
reduce the time required to develop new technologies and products and bring them
to market, incorporate enhanced functionality into and complement our existing
product offerings, augment our engineering workforce, and enhance our
technological capabilities. We plan to continue to evaluate strategic
opportunities as they arise, including acquisitions and other business
combination transactions, strategic relationships, capital infusions and the
purchase or sale of assets.
Business Enterprise Segments. We operate in one reportable operating segment,
. . .
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