<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to ___________.
Commission file number: 000-23993
BROADCOM CORPORATION
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0480482
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
16215 ALTON PARKWAY
IRVINE, CALIFORNIA 92618-3616
(Address of principal executive offices and zip code)
(949) 450-8700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
The number of shares of the registrant's common stock, $0.0001 par value,
outstanding as of July 31, 2000: 131,135,548 shares of Class A common stock and
90,901,921 shares of Class B common stock.
<PAGE> 2
BROADCOM CORPORATION
QUARTERLY REPORT ON
FORM 10-Q
SIX MONTHS ENDED
JUNE 30, 2000
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at June 30, 2000
and December 31, 1999 1
Unaudited Condensed Consolidated Statements of Operations for the
Three and Six Months Ended June 30, 2000 and 1999 2
Unaudited Condensed Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 2000 and 1999 3
Notes to Unaudited Condensed Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosures about Market Risk 36
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 36
Item 2. Change in Securities and Use of Proceeds 37
Item 3. Defaults Upon Senior Securities 38
Item 4. Submission of Matters to a Vote of Security Holders 38
Item 5. Other Information 39
Item 6. Exhibits and Reports on Form 8-K 39
Signatures 40
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BROADCOM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
June 30,
2000 December 31,
(Unaudited) 1999(1)
----------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 280,880 $ 180,816
Short-term investments 98,982 90,059
Accounts receivable, net 117,075 92,124
Inventory 38,617 19,177
Deferred taxes 8,380 8,380
Other current assets 26,317 12,950
--------- ---------
Total current assets 570,251 403,506
Property and equipment, net 62,786 51,151
Long-term investments -- 9,351
Deferred taxes 293,160 137,779
Other assets 15,309 7,966
--------- ---------
Total assets $ 941,506 $ 609,753
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 62,400 $ 46,458
Wages and related benefits 11,025 15,430
Accrued liabilities 22,139 26,131
Current portion of long-term debt 1,167 1,787
--------- ---------
Total current liabilities 96,731 89,806
Long-term debt, less current portion 966 3,075
Shareholders' equity:
Common stock 681,092 451,294
Notes receivable from employees (1,426) (1,821)
Deferred compensation (10,414) (12,632)
Retained earnings 174,557 80,031
--------- ---------
Total shareholders' equity 843,809 516,872
--------- ---------
Total liabilities and shareholders' equity $ 941,506 $ 609,753
========= =========
</TABLE>
(1) The consolidated balance sheet as of December 31, 1999 has been restated to
give retroactive effect to subsequent acquisitions accounted for using the
pooling-of-interests method.
See accompanying notes.
1
<PAGE> 4
BROADCOM CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- -------------------------
2000 1999(1) 2000 1999(1)
-------- --------- -------- --------
<S> <C> <C> <C> <C>
Revenue $245,177 $ 119,452 $436,768 $219,666
Cost of revenue 102,520 48,077 181,597 89,083
-------- --------- -------- --------
Gross profit 142,657 71,375 255,171 130,583
Operating expense:
Research and development 51,945 30,216 97,558 54,880
Selling, general and administrative 23,623 15,090 42,761 28,904
Merger-related costs 1,844 11,122 4,745 11,122
Settlement costs -- 17,036 -- 17,036
-------- --------- -------- --------
Income (loss) from operations 65,245 (2,089) 110,107 18,641
Interest and other income, net 4,625 2,006 8,050 3,713
-------- --------- -------- --------
Income (loss) before income taxes 69,870 (83) 118,157 22,354
Provision (benefit) for income taxes 13,973 (242) 23,631 7,466
-------- --------- -------- --------
Net income $ 55,897 $ 159 $ 94,526 $ 14,888
======== ========= ======== ========
Basic earnings per share $ .26 $ -- $ .44 $ .08
======== ========= ======== ========
Diluted earnings per share $ .22 $ -- $ .37 $ .06
======== ========= ======== ========
Weighted average shares (basic) 214,605 200,865 212,911 197,613
======== ========= ======== ========
Weighted average shares (diluted) 253,944 233,434 253,261 229,537
======== ========= ======== ========
</TABLE>
(1) The consolidated statements of operations for the three and six months
ended June 30, 1999 have been restated to give retroactive effect to
subsequent acquisitions accounted for using the pooling-of-interests
method.
See accompanying notes.
2
<PAGE> 5
BROADCOM CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
----------------------------
2000 1999(1)
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 94,526 $ 14,888
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 9,841 7,918
Amortization of deferred compensation 3,614 2,280
Deferred taxes (51,793) (25,659)
Change in operating assets and liabilities:
Accounts receivable (24,951) (8,371)
Inventory (19,440) (68)
Prepaid expenses and other assets (21,253) (3,854)
Accounts payable 15,942 3,629
Income taxes (1,820) 4,801
Other accrued liabilities (6,577) 15,550
--------- ---------
Net cash provided by (used in) operating activities (1,911) 11,114
INVESTING ACTIVITIES
Purchases of property and equipment (20,765) (13,724)
Purchases of held-to-maturity investments (8,080) (16,995)
Proceeds from sale of held-to-maturity investments 8,508 1,770
--------- ---------
Net cash used in investing activities (20,337) (28,949)
FINANCING ACTIVITIES
Proceeds from long-term obligations 250 458
Payments on long-term obligations (1,592) (5,449)
Payments on capital lease obligations (1,555) (2,125)
Net proceeds from issuance of common stock 51,200 25,015
Tax benefit from exercise of stock options and
stock purchase plan 73,614 30,665
Proceeds from repayment of notes receivables
from employees 395 730
--------- ---------
Net cash provided by financing activities 122,312 49,294
--------- ---------
Increase in cash and cash equivalents 100,064 31,459
Cash and cash equivalents at beginning of period 180,816 77,555
--------- ---------
Cash and cash equivalents at end of period $ 280,880 $ 109,014
========= =========
Supplemental disclosure of non-cash activities:
Notes receivable from employees in connection
with exercise of stock options $ -- $ 376
========= =========
</TABLE>
(1) The consolidated statement of cash flows for the six months ended June 30,
1999 has been restated to give retroactive effect to subsequent
acquisitions accounted for using the pooling-of-interests method.
See accompanying notes.
3
<PAGE> 6
BROADCOM CORPORATION
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
1. Basis of Presentation
The condensed financial statements included herein are
unaudited; however, they contain all normal recurring accruals and
adjustments which, in the opinion of management, are necessary to
present fairly the consolidated financial position of Broadcom
Corporation and its subsidiaries (collectively, the "Company") at June
30, 2000 and the consolidated results of its operations and cash flows
for the three and six months ended June 30, 2000 and 1999. All
intercompany accounts and transactions have been eliminated. It should
be understood that accounting measurements at interim dates inherently
involve greater reliance on estimates than at year-end. The results of
operations for the three and six months ended June 30, 2000 are not
necessarily indicative of the results to be expected for the full year.
The accompanying unaudited condensed consolidated financial
statements do not include footnotes and certain financial presentations
normally required under generally accepted accounting principles.
Therefore, these financial statements should be read in conjunction
with the audited consolidated financial statements and notes thereto
for the year ended December 31, 1999, included in the Company's Current
Report on Form 8-K/A filed with the Securities and Exchange Commission
("SEC") on July 10, 2000.
Recent Accounting Pronouncements
In December 1999 the SEC issued Staff Accounting Bulletin No.
101, Revenue Recognition in Financial Statements ("SAB 101"). SAB 101
summarizes certain areas of the Staff's views in applying generally
accepted accounting principles to revenue recognition in financial
statements. The Company believes that its current revenue recognition
policies comply with SAB 101.
In March 2000 the Financial Accounting Standards Board issued
Interpretation No. 44, Accounting for Certain Transactions Involving
Stock Compensation - an interpretation of APB Opinion No. 25 ("FIN
44"). FIN 44 clarifies the definition of an employee for purposes of
applying Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees ("APB 25"), the criteria for determining
whether a plan qualifies as a noncompensatory plan, the accounting
consequence of various modifications to the terms of a previously fixed
stock option or award, and the accounting for an exchange of stock
compensation awards in a business combination. This Interpretation is
effective July 1, 2000 but certain conclusions in this Interpretation
cover specific events that occur after either December 15, 1998 or
January 12, 2000. The provisions of FIN 44 will change the accounting
for an exchange of unvested employee stock options and restricted stock
awards in a purchase business combination. The new rules require the
intrinsic value of the unvested awards be allocated to deferred
compensation and recognized as non-cash compensation expense over the
remaining future vesting period. The Company will adopt these new rules
in its third fiscal quarter (beginning July 1, 2000) for acquisitions
accounted for as purchase business combinations.
4
<PAGE> 7
2. Business Combinations
Pooling-of-Interests Transactions
On May 31, 2000 the Company completed the acquisition of
Pivotal Technologies Corp. ("Pivotal"). Pivotal develops
high-performance communications links for both wired and wireless
environments. In connection with the acquisition, the Company issued
1,895,823 shares of its Class B common stock in exchange for all shares
of Pivotal's preferred and common stock and reserved 43,419 shares of
its Class B common stock for issuance upon exercise of outstanding
Pivotal employee stock options and other rights assumed by the
Company.
The acquisition was accounted for as a pooling of interests.
Accordingly, the Company's consolidated financial statements have been
restated to include the pooled operations of Pivotal as if it had
combined with the Company at the beginning of the first period
presented. The restated consolidated financial statements also include
the pooled operations of each of the Company's prior acquisitions.
Pivotal did not have material revenue in the three and six
months ended June 30, 1999. Included in restated net income for the
three and six months ended June 30, 1999 were net losses from Pivotal
of approximately $1.4 million and $2.4 million, respectively. Restated
diluted earnings per share for the three and six months ended June 30,
1999 included losses of $.01 and $.02 per share, respectively, from
Pivotal.
Included in revenue for the three and six months ended June
30, 2000 were revenues of $0.1 and $0.3 million, respectively, from
Pivotal incurred prior to the closing of the acquisition on May 31,
2000. Included in net income for the three and six months ended June
30, 2000 were net losses of $2.5 million and $5.6 million,
respectively, from Pivotal incurred prior to May 31, 2000.
5
<PAGE> 8
Merger-Related Costs
In connection with the acquisition of Pivotal, the Company
recorded approximately $1.8 million in charges in the six months ended
June 30, 2000 for direct and other merger-related costs and certain
restructuring programs.
Merger transaction costs of approximately $1.6 million
consisted primarily of fees of attorneys, accountants and other related
charges. Restructuring costs of approximately $0.2 million included the
disposal of assets and adjustments to conform the accounting policies
of Pivotal to those of the Company.
3. Earnings Per Share
The following table sets forth the computation of earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------- -------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Numerator: Net income $ 55,897 $ 159 $ 94,526 $ 14,888
========= ========= ========= =========
Denominator:
Weighted-average shares
outstanding 217,516 207,422 216,165 204,583
Less: nonvested common shares
outstanding (2,911) (6,557) (3,254) (6,970)
--------- --------- --------- ---------
Denominator for basic earnings per
common share 214,605 200,865 212,911 197,613
Effect of dilutive securities:
Nonvested common shares 2,900 4,974 3,244 4,857
Stock options 36,439 27,595 37,106 27,051
Warrants -- -- -- 16
--------- --------- --------- ---------
Denominator for diluted earnings
per common share 253,944 233,434 253,261 229,537
========= ========= ========= =========
Basic earnings per share $ .26 $ -- $ .44 $ .08
========= ========= ========= =========
Diluted earnings per share $ .22 $ -- $ .37 $ .06
========= ========= ========= =========
</TABLE>
4. Inventory
Inventory is stated at the lower of cost (first-in, first-out)
or market and consists of the following:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
------- ------------
(In thousands)
<S> <C> <C>
Work in process $23,214 $11,878
Finished goods 15,403 7,299
------- -------
$38,617 $19,177
======= =======
</TABLE>
6
<PAGE> 9
5. Long-term Debt
The following is a summary of the Company's long-term debt and
other loans, including debt and loans assumed in connection with
acquisitions:
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
-------- ------------
(In thousands)
<S> <C> <C>
Notes payable at rates from 3.0% to 8.58% secured
by certain of the Company's assets $ -- $ 531
Line of credit at a 12.0% rate secured by certain of
the Company's assets -- 770
Capitalized lease obligations payable in varying
monthly installments at rates from 7.8% to 14.7% 2,133 3,561
------- -------
2,133 4,862
Less current portion of long-term debt (1,167) (1,787)
------- -------
$ 966 $ 3,075
======= =======
</TABLE>
6. Shareholders' Equity
On February 11, 2000 the Company effected a two-for-one stock
split of its Class A common stock and Class B common stock in the form
of a 100% stock dividend. All share numbers and per share amounts
contained in these notes and in the accompanying consolidated financial
statements have been retroactively restated to reflect this change in
the Company's capital structure.
7. Litigation
In July 1997 the Company commenced an action against Sarnoff
Corporation and Sarnoff Digital Communications, Inc., now known as
NxtWave Communications, Inc. (collectively, "Sarnoff") in the
California Superior Court alleging breach of contract, fraud,
misappropriation of trade secrets, false advertising, trade libel,
intentional interference with prospective economic advantage and unfair
competition. The claims center on Sarnoff's violation of a
non-disclosure agreement entered into with the Company with respect to
limited use of certain of the Company's technology and on inaccurate
comparisons that the Company believes Sarnoff has made in its product
advertising and in statements to potential customers and others. This
action was removed to the United States District Court for the Central
District of California, and was stayed pending resolution of an action
Sarnoff had brought against the Company in April 1997 in New Jersey
Superior Court. Following the decision in the New Jersey action in the
Company's favor in early 1999, Sarnoff filed a motion for summary
judgment in the California case on the basis that the issues therein
had been or should have been previously litigated in the New Jersey
action under the New Jersey "entire controversy" doctrine. Following
oral argument in August 1999, the District Court granted Sarnoff's
motion and dismissed the Company's claims on the grounds that they
should have been brought as part of the New Jersey action. The Company
believes that the California action involves facts, circumstances and
claims unrelated to those at issue in the New Jersey action, and has
filed an appeal of the District Court's ruling. Briefing of the
7
<PAGE> 10
appeal in the Ninth Circuit Court of Appeals is now complete and the
parties await a date for oral argument in the case.
In March 2000 Intel Corporation and its subsidiary Level One
Communications, Inc. (collectively, "Intel") filed a complaint in
California Superior Court asserting claims against the Company for
misappropriation of trade secrets, unfair competition, and tortious
interference with existing contractual relations by the Company in
connection with its recent hiring of three former Intel employees. The
complaint sought injunctive relief, an accounting, damages, exemplary
damages and attorneys' fees. Intel filed a first amended complaint on
April 28, 2000 seeking additional relief and containing certain
additional allegations, but asserting the same causes of action as the
original complaint. On May 25, 2000 the Court concluded a preliminary
injunction hearing in the matter. The Court denied Intel's request for
injunctive relief restricting the positions in which the three
employees could work for the Company, but issued an order granting
certain other preliminary relief. The Company has denied any wrongdoing
or liability and has instructed its attorneys to vigorously defend the
action. On June 30, 2000 the Company filed a cross-complaint against
Intel for unfair competition, trade secret misappropriation, and
tortious interference with contractual relations. The litigation is
currently in the discovery stage and has not yet been set for trial.
In September 1998 Motorola, Inc. ("Motorola") filed a
complaint in United States District Court for the District of
Massachusetts against AltoCom, Inc. (and co-defendant, PC-Tel, Inc.),
asserting that (i) AltoCom's V.34 and V.90 compliant software modem
technology infringes several patents owned by Motorola, (ii) AltoCom
induces its V.34 and V.90 licensees to infringe such patents, and (iii)
AltoCom contributorily infringes such patents. The complaint sought a
preliminary and permanent injunction against AltoCom as well as the
recovery of monetary damages, including treble damages for willful
infringement. In October 1998 Motorola affirmatively dismissed its case
in the District of Massachusetts and filed a substantially similar
complaint in the United States District Court for the District of
Delaware. AltoCom has filed an answer and affirmative defenses to the
District of Delaware complaint. AltoCom has also asserted a
counterclaim requesting declaratory relief that AltoCom has not
infringed the Motorola patents and that such patents are invalid and/or
unenforceable as well as a counterclaim requesting declaratory and
injunctive relief based on breach of contract theory. AltoCom believes
that it has strong defenses to Motorola's claims on invalidity,
noninfringement and inequitable conduct grounds. In May 2000 Motorola
filed an amended complaint alleging that AltoCom's technology infringes
an additional Motorola patent. The parties are currently engaged in
discovery in the action. A hearing on patent claims construction is
scheduled to commence in December 2000 and a three-week trial is
scheduled to begin in June 2001. AltoCom became a subsidiary of the
Company on August 31, 1999. In September 1999 PC-Tel, Inc., the
co-defendant in the case, reached a settlement with Motorola.
Although AltoCom believes that it has strong defenses and is
defending the action vigorously, a finding of infringement by AltoCom
as to at least one of the patents in this action could lead to
liability for monetary damages (which could be trebled in the event
that the infringement were found to have been willful), the issuance of
an injunction requiring that AltoCom withdraw various products from the
market, and indemnification claims by AltoCom's customers or strategic
partners, each of which events could have a material adverse effect on
AltoCom's, and possibly the Company's, business, results of operations
and financial condition.
8
<PAGE> 11
The Company and its subsidiaries are also involved in other
legal proceedings, claims and litigation arising in the ordinary course
of business.
The pending lawsuits involve complex questions of fact and law
and could require the expenditure of significant costs and diversion of
resources to defend. Although management currently believes the outcome
of outstanding legal proceedings, claims and litigation will not have a
material adverse effect on the Company's business, results of
operations or financial condition, the results of litigation are
inherently uncertain, and an adverse outcome is at least reasonably
possible. The Company is unable to estimate the range of possible loss
from outstanding litigation, and no amounts have been provided for such
matters in the accompanying consolidated financial statements.
8. Subsequent Events
On July 19, 2000 the Company completed its acquisition of
Innovent Systems, Inc., a developer of radio frequency integrated
circuits for wireless data communications. In connection with the
acquisition, the Company issued an aggregate of 2,331,814 shares of its
Class A common stock in exchange for all outstanding shares of Innovent
preferred and common stock that it did not already own and reserved
613,296 additional shares of Class A common stock for issuance upon
exercise of outstanding employee stock options of Innovent. The share
issuances were exempt from registration pursuant to section 3(a)(10) of
the Securities Act of 1933, as amended. Portions of the shares issued
will be held in escrow pursuant to the terms of the acquisition
agreement as well as various employee share repurchase agreements. The
merger transaction will be accounted for under the purchase method of
accounting. The Company expects to record a one-time write-off for
purchased in-process research and development expenses related to the
acquisition in the third quarter of its fiscal year ending December 31,
2000.
On July 31, 2000 the Company announced that it had signed a
definitive agreement to acquire Altima Communications, Inc. ("Altima"),
a supplier of networking integrated circuits for the small-to-medium
sized business networking market. In connection with the acquisition,
the Company will issue in aggregate approximately 2.5 million shares of
Class A common stock in exchange for all outstanding shares of Altima
preferred and common stock and upon exercise of outstanding employee
stock options of Altima. The merger transaction is expected to close
within 60 days and will be accounted for under the purchase method of
accounting. The boards of directors of both companies have approved the
merger, which awaits approval by Altima's shareholders and the
satisfaction of regulatory requirements and other customary closing
conditions. In connection with the transaction, the Company will record
a one-time write-off for purchased in-process research and development
expenses related to the acquisition in its fiscal year ending December
31, 2000. In addition to the purchase consideration, the Company will
reserve up to approximately 2.9 million shares of its Class A common
stock for future issuance upon exercise of outstanding Altima
performance-based warrants that become exercisable by customers upon
satisfaction of certain purchase requirements.
On August 7, 2000 the Company announced that it had signed a
definitive agreement to acquire Silicon Spice Inc. ("Silicon Spice"), a
developer of communications processors and other technology for
high-density voice, fax and data packet transmission over wide area
networks (WANs). In connection with the acquisition, the Company will
issue in aggregate approximately 5.0 million shares of its
9
<PAGE> 12
Class A common stock in exchange for all outstanding shares of Silicon
Spice preferred and common stock and upon exercise of outstanding
employee stock options, warrants and other rights of Silicon Spice. The
merger transaction is expected to close within 60 days and will be
accounted for under the purchase method of accounting. The boards of
directors of both companies have approved the merger, which awaits
approval by Silicon Spice's shareholders and the satisfaction of
regulatory requirements and other customary closing conditions. In
connection with the transaction, the Company will record a one-time
write-off for purchased in-process research and development expenses
related to the acquisition in its fiscal year ending December 31, 2000.
On August 14, 2000 the Company announced that it had signed a
definitive agreement to acquire NewPort Communications, Inc.
("NewPort"), a supplier of mixed-signal integrated circuits for the
high-speed communications infrastructure market. In connection with the
acquisition, the Company will issue in aggregate approximately 5.5
million shares of its Class A common stock in exchange for all
outstanding shares of NewPort preferred and common stock and upon
exercise of outstanding employee stock options and warrants of NewPort.
The merger transaction is expected to close within 60 days and will be
accounted for under the purchase method of accounting. The boards of
directors of both companies have approved the merger, which awaits
approval by NewPort's shareholders and the satisfaction of regulatory
requirements and other customary closing conditions. In connection with
the transaction, the Company will record a one-time write-off for
purchased in-process research and development expenses related to the
acquisition in its fiscal year ending December 31, 2000.
10
<PAGE> 13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAUTIONARY STATEMENT
You should read the following discussion and analysis in conjunction
with the Consolidated Financial Statements and related Notes thereto contained
elsewhere in this Report. The information contained in this Quarterly Report on
Form 10-Q is not a complete description of our business or the risks associated
with an investment in our common stock. We urge you to carefully review and
consider the various disclosures made by us in this Report and in our other
reports filed with the SEC, including our Annual Report on Form 10-K for the
year ended December 31, 1999 and our subsequent reports on Forms 10-Q, 8-K and
8-K/A that discuss our business in greater detail.
The section entitled "Risk Factors" set forth below, and similar
discussions in our other SEC filings, discuss some of the important risk factors
that may affect our business, results of operations and financial condition. You
should carefully consider those risks, in addition to the other information in
this Report and in our other filings with the SEC, before deciding to invest in
our company or to maintain or increase your investment.
This Report contains forward-looking statements which include, but are
not limited to, statements concerning projected revenues, expenses, gross profit
and income, the need for additional capital, Year 2000 compliance, market
acceptance of our products, our ability to consummate acquisitions and integrate
their operations successfully, the competitive nature of our markets, our
ability to achieve further product integration, the status of evolving
technologies and their growth potential, our production capacity, our ability to
migrate to smaller process geometries, and the success of pending litigation.
These forward-looking statements are 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 are not
guarantees of future performance and are subject to 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. We undertake no obligation to revise
or update publicly any forward-looking statements for any reason.
All share numbers and per share amounts in this Report have been
retroactively adjusted to reflect our 2-for-1 stock splits, each in the form of
a 100% stock dividend, effective February 17, 1999 and February 11, 2000,
respectively.
OVERVIEW
We are the leading provider of highly integrated silicon solutions that
enable broadband digital transmission of voice, video and data. These integrated
circuits permit the cost effective delivery of high-speed,
11
<PAGE> 14
high-bandwidth networking using existing communications infrastructures that
were not originally designed for the transmission of broadband digital content.
Using proprietary technologies and advanced design methodologies, we design,
develop and supply integrated circuits for a number of the most significant
broadband communications markets, including the markets for digital cable
set-top boxes, cable modems, high-speed local, metropolitan and wide area
networks, home networking, Voice over Internet Protocol ("VoIP"), residential
broadband gateways, direct broadcast satellite and terrestrial digital
broadcast, optical networking, digital subscriber lines ("xDSL") and wireless
communications. From our inception in 1991 through 1994, we were primarily
engaged in product development and the establishment of strategic customer and
foundry relationships. During that period, we generated the majority of our
revenue from development work performed for key customers. We began shipping our
products in 1994, and subsequently our revenue has grown predominately through
sales of our semiconductor products. We intend to continue to enter into
development contracts with key customers, but expect that development revenue
will constitute a decreasing percentage of our total revenue. We also generate a
small percentage of our product revenue from sales of software and software
support and sales of system-level reference designs.
We recognize product revenue at the time of shipment. Provision is
concurrently made for estimated product returns, which historically have been
immaterial. Our products typically carry a one-year warranty. We recognize
development revenue when earned. Revenue from licensed software is recognized at
the time of shipment, provided that we have vendor-specific objective evidence
of the fair value of each element of the software offering. Revenue from
post-contract customer support and any other future deliverables is deferred and
earned over the support period or as contract elements are delivered.
From time to time, our key customers have placed large orders causing
our quarterly revenue to fluctuate significantly. We expect these fluctuations
will continue in the future. Sales to our five largest customers, including
sales to their respective manufacturing subcontractors, decreased to
approximately 64.5% of our revenue in the six months ended June 30, 2000 as
compared to 76.4% in the six months ended June 30, 1999. We expect that our key
customers will continue to account for a significant portion of our revenue for
2000 and in the future.
Our gross margin 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:
o our product mix;
o the position of our products in their respective life cycles;
o competitive pricing strategies;
o the mix of product revenue and development revenue; and
o manufacturing cost efficiencies and inefficiencies.
For example, newly-introduced products generally have higher average
selling prices and gross margins, both of which typically decline over product
life cycles due to competitive pressures and volume pricing agreements. Our
gross margin and operating results in the future may continue to fluctuate as a
result of these and other factors.
12
<PAGE> 15
The sales cycle for the test and evaluation of our products can range
from three to six months or more, with an additional three to six months or more
before a customer commences volume production of equipment incorporating our
products. Due to these lengthy sales cycles, we may experience a significant
delay between increasing expenses for research and development and selling,
general and administrative efforts, and the generation of corresponding revenue,
if any. Furthermore, during 2000 and thereafter, we intend to continue to
increase our investment in research and development, selling, general and
administrative functions and inventory as we expand our operations through
indigenous growth and acquisitions. We anticipate that the rate of new orders
may vary significantly from month to month. Consequently, if anticipated sales
and shipments in any quarter do not occur when expected, expenses and inventory
levels could be disproportionately high, and our operating results for that
quarter and, potentially future quarters, would be materially and adversely
affected.
RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 COMPARED
TO THE THREE AND SIX MONTHS ENDED JUNE 30, 1999
The following table sets forth certain statement of operations data
expressed as a percentage of total revenue:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ----------------------
2000 1999(1) 2000 1999(1)
------ ------- ------ -------
<S> <C> <C> <C> <C>
Revenue 100.0% 100.0% 100.0% 100.0%
Cost of revenue 41.8 40.2 41.6 40.6
------ ------ ------ ------
Gross profit 58.2 59.8 58.4 59.4
Operating expense:
Research and development 21.2 25.3 22.3 25.0
Selling, general and administrative 9.6 12.6 9.8 13.1
Merger-related costs .8 9.3 1.1 5.0
Settlement costs -- 14.3 -- 7.8
------ ------ ------ ------
Income (loss) from operations 26.6 (1.7) 25.2 8.5
Interest and other income, net 1.9 1.6 1.9 1.7
------ ------ ------ ------
Income (loss) before income taxes 28.5 (.1) 27.1 10.2
Provision (benefit) for income taxes 5.7 (.2) 5.5 3.4
------ ------ ------ ------
Net income 22.8% .1% 21.6% 6.8%
====== ====== ====== ======
</TABLE>
(1) Restated to give retroactive effect to acquisitions accounted for using
the pooling-of-interests method.
Effects of Pooling-of-Interests Transactions. On May 31, 2000 we
completed the acquisition of Pivotal Technologies Corp. The acquisition was
accounted for as a pooling of interests. Accordingly, our consolidated financial
statements and the discussion and analysis of financial condition and results of
operations for prior periods have been restated to include the pooled operations
of Pivotal as if it had been combined with our company at the beginning of the
first period presented. The restated consolidated financial statements also
include the pooled operations of each of our prior acquisitions.
Included in revenue for the three and six months ended June 30, 1999
were revenues of $.4 million and $.7 million, respectively, from Pivotal.
Included in revenue for the three and six months
13
<PAGE> 16
ended June 30, 2000 were revenues of $.1 million and $.3 million, respectively,
from Pivotal incurred prior to May 31, 2000. Included in net income for the
three and six months ended June 30, 1999 were net losses of $1.4 million and
$2.4 million, respectively, from Pivotal. Included in net income for the three
and six months ended June 30, 2000 were net losses of $2.5 million and $5.6
million, respectively, from Pivotal incurred prior to May 31, 2000.
Revenue. Revenue consists of product revenue generated principally by
sales of our semiconductor products, and to a lesser extent, from sales of
software and software support and development revenue generated under
development contracts with our customers. Revenue for the three months ended
June 30, 2000 was $245.2 million, an increase of $125.7 million or 105.3% from
revenue of $119.5 million in the three months ended June 30, 1999. Revenue for
the six months ended June 30, 2000 was $436.8 million, an increase of $217.1
million or 98.8% from revenue of $219.7 million in the six months ended June 30,
1999. This growth in revenue resulted mainly from increases in volume shipments
of our semiconductor products for the high-speed networking market, cable
set-top boxes and cable modems.
Gross Profit. Gross profit represents revenue less the cost of revenue.
Cost of revenue includes the cost of purchasing the finished silicon wafers
processed by independent foundries, and costs associated with assembly, test and
quality assurance for those products, as well as costs of personnel and
equipment associated with manufacturing support and contracted development work.
Gross profit for the three months ended June 30, 2000 was $142.7 million or
58.2% of revenue, an increase of $71.3 million as compared with gross profit of
$71.4 million or 59.8% of revenue in the three months ended June 30, 1999. Gross
profit for the six months ended June 30, 2000 was $255.2 million or 58.4% of
revenue, an increase of $124.6 million as compared with gross profit of $130.6
million or 59.4% of revenue in the six months ended June 30, 1999. The increase
in gross profit was mainly attributable to the significant increase in the
volume of semiconductor product shipments. The decrease in gross profit as a
percentage of revenue was largely driven by volume-pricing agreements and
competitive pricing strategies on certain high volume products. We expect that
gross profit as a percentage of revenue will continue to decline in future
periods due to higher anticipated silicon wafer costs and as volume-pricing
agreements and competitive pricing strategies continue to take effect. In
addition, our gross profit may be affected by the future introduction of certain
lower margin products.
Research and Development Expense. Research and development expense
consists primarily of salaries and related costs of employees engaged in
research, design and development activities, costs related to engineering design
tools, and subcontracting costs. Research and development expense for the three
months ended June 30, 2000 was $51.9 million or 21.2% of revenue, an increase of
$21.7 million as compared with research and development expense of $30.2 million
or 25.3% of revenue for the three months ended June 30, 1999. Research and
development expense for the six months ended June 30, 2000 was $97.6 million or
22.3% of revenue, an increase of $42.7 million as compared with research and
development expense of $54.9 million or 25.0% of revenue for the six months
ended June 30, 1999. The increase in research and development expense in
absolute dollars was primarily due to the addition of personnel and the
investment in design tools for the development of new products and the
enhancement of existing products. The decrease in research and development
expense as a percentage of revenue reflected the
14
<PAGE> 17
significant increase in revenue in the three and six months ended June 30, 2000
as compared to the respective prior year period. We expect that research and
development expense in absolute dollars will continue to increase for the
foreseeable future as a result of indigenous growth and acquisitions.
Selling, General and Administrative Expense. Selling, general and
administrative expense consists primarily of personnel-related expenses,
professional fees, trade show expenses and facilities expenses. Selling, general
and administrative expense for the three months ended June 30, 2000 was $23.6
million or 9.6% of revenue, an increase of $8.5 million as compared with
selling, general and administrative expense of $15.1 million or 12.6% of revenue
for the three months ended June 30, 1999. Selling, general and administrative
expense for the six months ended June 30, 2000 was $42.8 million or 9.8% of
revenue, an increase of $13.9 million as compared with selling, general and
administrative expense of $28.9 million or 13.1% of revenue for the six months
ended June 30, 1999. The increase in absolute dollars reflected higher personnel
related costs resulting from the hiring of sales and marketing personnel, senior
management and administrative personnel, and increased occupancy, legal and
other professional fees. The decrease in selling, general and administrative
expense as a percentage of revenue reflected the significant increase in revenue
during the three and six months ended June 30, 2000 as compared with the
respective prior year period. We expect that selling, general and administrative
expense in absolute dollars will continue to increase for the foreseeable future
to support the planned continued expansion of our operations through indigenous
growth and acquisitions and as a result of periodic changes in our
infrastructure to support increased headcount, acquisition and integration
activities, and international operations.
Merger-Related Costs. Merger-related costs consist primarily of
transaction costs, such as fees for investment bankers, attorneys, accountants,
and other related fees and expenses, certain restructuring costs related to the
disposal of assets and the write-down of unutilized assets, and adjustments to
conform the accounting policies of the acquired companies to those of our
company. Merger-related costs for the three and six months ended June 30, 2000
were $1.8 million and $4.7 million, respectively, as compared with
merger-related costs of $11.1 million for both the three and six months ended
June 30, 1999. The decrease in merger-related costs resulted primarily from the
fact that an investment banking fee was incurred in connection with a fiscal
1999 transaction while no such banking fees were incurred during the three and
six months ended June 30, 2000.
Litigation Settlement Costs. Litigation settlement costs consist
primarily of settlement fees and associated attorneys' fees, expenses and court
costs. No litigation settlement costs were incurred in the three and six months
ended June 30, 2000. Litigation settlement costs of approximately $17.0 million
were incurred in both the three and six months ended June 30, 1999.
Interest and Other Income, Net. Interest and other income, net reflects
interest earned on average cash, cash equivalents and investment balances, less
interest on our long-term debt and capital lease obligations. Interest and other
income, net for the three months ended June 30, 2000 was $4.6 million, an
increase of $2.6 million as compared with $2.0 million in the three months ended
June 30, 1999. Interest and other income, net for the six months ended June 30,
2000 was $8.1 million, an increase of $4.3 million as compared with $3.7 million
in the six months ended June 30, 1999. The increase was principally due to
higher cash
15
<PAGE> 18
balances available to invest resulting from cash generated by operations and the
exercise of employee stock options.
Provision for Income Taxes. We utilize the liability method of
accounting for income taxes as set forth in Financial Accounting Standards Board
Statement 109 ("Statement 109"), Accounting for Income Taxes. Our effective tax
rate was 20% for the three and six months ended June 30, 2000. Our effective tax
rates for the three and six months ended June 30, 1999 were (292%) and 33%,
respectively. The federal statutory income tax rate was 35% for each period.
Our effective tax rate for the three and six months ended June 30, 2000
was significantly lower than the federal statutory income tax rate, primarily as
a result of the effect of research and development tax credits. For the three
and six months ended June 30, 1999, the effective tax rate was reduced by
restating financial results under the pooling-of-interests method of accounting.
In accordance with Statement 109, we recorded deferred tax benefits for certain
losses of acquired companies, which had been offset by full valuation allowances
in the acquired companies' separate financial statements.
LIQUIDITY AND CAPITAL RESOURCES
Since our inception, we have financed our operations through a
combination of sales of equity securities and cash generated by operations. At
June 30, 2000 we had $473.5 million in working capital, and $379.9 million in
cash, cash equivalents and short-term investments. At December 31, 1999 we had
$313.7 million in working capital, $270.9 million in cash, cash equivalents and
short-term investments, and $9.4 million in long-term investments.
Operating activities used cash in the amount of $1.9 million for the
six months ended June 30, 2000. This was primarily the result of increases in
accounts receivable, inventory, deferred tax assets, and prepaid expenses and
other assets, which more than offset net income, the non-cash impact of
depreciation and amortization, and an increase in accounts payable. Operating
activities provided cash in the amount of $11.1 million for the six months ended
June 30, 1999. This was primarily the result of net income, the non-cash impact
of depreciation and amortization, and increases in accounts payable, income
taxes, and other accrued liabilities, partially offset by increases in accounts
receivable, deferred tax assets, and prepaid expenses and other assets.
In the six months ended June 30, 2000 our investing activities used
$20.8 million in cash for the purchase of capital equipment to support our
expanding operations and provided a net $.4 million in cash from the sale of
held-to-maturity securities. In the six months ended June 30, 1999 our investing
activities used $13.7 million in cash for the purchase of capital equipment and
a net $15.2 million for the purchase of held-to-maturity investments.
Cash provided by financing activities was $122.3 million in the six
months ended June 30, 2000, primarily from $73.6 million in tax benefits related
to stock option exercises and $51.2 million in proceeds from the issuance of
common stock, partially offset by $3.1 million in payments on long-term
obligations and capital leases of acquired companies. Financing activities
provided cash of $49.3 million in the six months ended June 30, 1999, primarily
from $30.7 million in tax benefits related to stock option exercises and $25.0
million in
16
<PAGE> 19
proceeds from the issuance of common stock, partially offset by $7.6 million in
payments on long-term obligations and capital leases of acquired companies.
We believe that our existing cash, cash equivalents and investments on
hand, together with cash that we expect to generate from our operations, will be
sufficient to meet our capital needs for at least the next twelve months.
However, it is possible that we may need to raise additional funds to fund our
activities beyond the next year or to consummate acquisitions of other
businesses, products or technologies. We could raise such funds by selling more
stock to the public or to selected investors, or by borrowing money. In
addition, even though we may not need additional funds, we may still elect to
sell additional equity securities or obtain credit facilities for other reasons.
We may not be able to obtain additional funds on favorable terms, or at all. If
we raise additional funds by issuing additional equity or convertible debt
securities, the ownership percentages of existing shareholders would be reduced.
In addition, the equity or debt securities that we issue may have rights,
preferences or privileges senior to those of the holders of our common stock.
We had commitments totaling approximately $2.4 million as of June 30,
2000 primarily for the purchase of engineering design tools, computer hardware
and information systems infrastructure. During 1999 we spent $33.6 million on
capital equipment to support our expanding operations. We expect that we will
spend more than that amount during 2000 to purchase additional engineering
design tools, computer hardware, test equipment, information systems and
leasehold improvements, as our operations continue to expand and as we integrate
and upgrade the capital equipment and facilities of acquired companies. We may
finance these purchases from our cash and cash equivalents and investments on
hand, cash generated from our operations, borrowings, equity offerings, or a
combination thereof.
Although we believe we have sufficient capital to fund our activities
for at least the next twelve months, our future capital requirements may vary
materially from those now planned. The amount of capital that we will need in
the future will depend on many factors, including:
o the market acceptance of our products;
o the levels of promotion and advertising that will be required to
launch our new products and achieve and maintain a competitive
position in the marketplace;
o volume price discounts;
o our business, product, capital expenditure and research and
development plans and product and technology roadmaps;
o the levels of inventory and accounts receivable that we maintain;
o capital improvements to new and existing facilities;
o technological advances;
o our competitors' response to our products; and
o our relationships with suppliers and customers.
In addition, we may require additional capital to accommodate planned
growth, hiring, infrastructure and facility needs or to consummate acquisitions
of other businesses, products or technologies.
17
<PAGE> 20
YEAR 2000 COMPLIANCE
To date we have not experienced any known material Year 2000 problems
in our products, our internal systems or facilities, or the products, systems
and services of third parties. We will continue to monitor our mission critical
computer applications and those of our suppliers and vendors throughout the year
2000 to ensure that any latent Year 2000 matters that may arise are addressed
promptly. We did not incur material costs to identify and address specific Year
2000 compliance issues. We could, however, incur additional costs in addressing
any residual Year 2000 issues, which could have a material and adverse effect on
our business.
RISK FACTORS
BEFORE DECIDING TO INVEST IN OUR COMPANY OR TO MAINTAIN OR INCREASE
YOUR INVESTMENT, YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW, IN
ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS REPORT AND IN OUR OTHER
FILINGS WITH THE SEC, INCLUDING OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1999 AS WELL AS OUR SUBSEQUENT REPORTS ON FORMS 10-Q, 8-K and
8-K/A. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES FACING
OUR COMPANY. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR
THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO AFFECT OUR BUSINESS OPERATIONS. IF
ANY OF THESE RISKS ACTUALLY OCCUR, THAT COULD SERIOUSLY HARM OUR BUSINESS,
FINANCIAL CONDITION OR RESULTS OF OPERATIONS. IN THAT EVENT, THE MARKET PRICE
FOR OUR CLASS A COMMON STOCK COULD DECLINE AND YOU MAY LOSE ALL OR PART OF YOUR
INVESTMENT.
OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY. AS A RESULT, WE MAY
FAIL TO MEET OR EXCEED THE EXPECTATIONS OF SECURITIES ANALYSTS AND INVESTORS,
WHICH COULD CAUSE OUR STOCK PRICE TO DECLINE.
Our quarterly revenues and operating results have fluctuated
significantly in the past and may continue to vary from quarter to quarter due
to a number of factors, many of which are not within our control. If our
operating results do not meet the expectations of securities analysts or
investors, our stock price may decline. Fluctuations in our operating results
may be due to a number of factors, including the following:
o the volume of our product sales and pricing concessions on volume
sales;
o the timing, rescheduling or cancellation of significant customer
orders;
o the gain or loss of a key customer;
o the qualification, availability and pricing of competing products
and technologies and the resulting effect on sales and pricing of
our products;
o silicon wafer pricing and the availability of foundry and assembly
capacity and raw materials;
o the risks inherent in our acquisitions of technologies and
businesses, including the timing and successful completion of
technology and product development through volume production,
integration issues, costs and unanticipated expenditures, changing
relationships with customers, suppliers and strategic partners,
potential contractual, intellectual property or employment issues,
accounting treatment and charges, and the risks that the acquisition
cannot be completed successfully or that anticipated benefits are
not realized;
o our ability to specify, develop or acquire, complete, introduce,
market and transition to volume production new products and
technologies in a timely manner;
o the timing of customer-industry qualification and certification of
our products and the risks of non-qualification or
non-certification;
o the rate at which our present and future customers and end users
adopt Broadcom technologies in our target markets;
18
<PAGE> 21
o the rate of adoption and acceptance of new industry standards in our
target markets;
o the effects of new and emerging technologies;
o intellectual property disputes and customer indemnification claims;
o the effectiveness of our product cost reduction efforts;
o 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;
o the risks of producing products with new suppliers and at new
fabrication and assembly facilities;
o the risks and uncertainties associated with our international
operations;
o problems or delays that we may face in shifting our products to
smaller geometry process technologies and in achieving higher levels
of design integration;
o our ability to retain and hire key executives, technical personnel
and other employees in the numbers, with the capabilities, and at
the compensation levels that we need to implement our business and
product plans;
o changes in our product or customer mix;
o the quality of our products and any remediation costs;
o the effects of natural disasters and other events beyond our
control;
o the level of orders received that we can ship in a fiscal quarter;
o potential business disruptions, claims, expenses and other
difficulties resulting from residual "Year 2000" problems in
computer-based systems used by us, our suppliers or our customers;
o economic and market conditions in the semiconductor industry and the
broadband communications markets; and
o general economic and market conditions.
We intend to continue to increase our operating expenses in 2000 and in
the future. A large portion of our operating expenses, including rent, salaries
and capital lease expenditures, is fixed and difficult to reduce or change.
Accordingly, if our total revenue does not meet our expectations, we probably
would not be able to adjust our expenses quickly enough to compensate for the
shortfall in revenue. In that event, our business, financial condition and
results of operations would be materially and adversely affected.
Due to all of the foregoing factors, and the other risks discussed in
this report, you should not rely on quarter-to-quarter comparisons of our
operating results as an indication of future performance.
19
<PAGE> 22
BECAUSE WE DEPEND ON A FEW SIGNIFICANT CUSTOMERS FOR A SUBSTANTIAL PORTION OF
OUR REVENUES, THE LOSS OF A KEY CUSTOMER COULD SERIOUSLY HARM OUR BUSINESS. IN
ADDITION, IF WE ARE UNABLE TO CONTINUE TO SELL EXISTING AND NEW PRODUCTS TO OUR
KEY CUSTOMERS IN SIGNIFICANT QUANTITIES OR TO ATTRACT NEW SIGNIFICANT CUSTOMERS,
OUR FUTURE OPERATING RESULTS COULD BE ADVERSELY AFFECTED.
We have derived a substantial portion of our revenues in the past from
sales to a relatively small number of customers. As a result, the loss of any
significant customer could materially and adversely affect our financial
condition and results of operations. Sales to General Instrument (which was
acquired by Motorola in January 2000), 3Com and Cisco, including sales to their
respective manufacturing subcontractors, accounted for approximately 24.7%,
15.8% and 13.3%, respectively, of our revenue in the six months ended June 30,
2000. Sales to our five largest customers, including sales to their respective
manufacturing subcontractors, decreased to 64.5% of our total revenue in the
three months ended June 30, 2000 compared to 81.1% in the three months ended
June 30, 1999. In the six months ended June 30, 2000 sales to our five largest
customers decreased to 64.5% of our total revenues compared to 76.4% in the
respective prior year period. We expect that our key customers will continue to
account for a substantial portion of our revenues for 2000 and in the future.
Accordingly, our future operating results will continue to depend on the success
of our largest customers and on our ability to sell existing and new products to
these customers in significant quantities.
We may not be able to maintain or increase sales to certain of our key
customers for a variety of reasons, including the following:
o Most of our customers can stop incorporating our products into their
own products with limited notice to us and suffer little or no
penalty.
o Our agreements with our customers typically do not require them to
purchase a minimum amount of our products.
o Many of our customers have pre-existing relationships with our
current or potential competitors that may affect their decision to
purchase our products.
o Our customers face intense competition from other manufacturers that
do not use our products.
o Some of our customers offer or may offer products that compete with
our products.
o Our longstanding relationships with some of our larger customers may
also deter other potential customers who compete with these
customers from buying our products.
In addition, in order to attract new customers or retain existing
customers, we may offer certain customers favorable prices on our products. If
these prices are lower than the prices paid by our existing customers, we would
have to offer the same lower prices to certain of our customers who have
contractual "most favored nation" pricing arrangements. In that event, our
average selling prices and gross margins would decline. The loss of a key
customer, a reduction in our sales to any key customer or our inability to
attract new significant customers could materially and adversely affect our
business, financial condition or results of operations.
20
<PAGE> 23
WE FACE INTENSE COMPETITION IN THE BROADBAND COMMUNICATIONS MARKETS AND
SEMICONDUCTOR INDUSTRY, WHICH COULD REDUCE OUR MARKET SHARE IN EXISTING MARKETS
AND AFFECT OUR ENTRY INTO NEW MARKETS.
The broadband communications markets and semiconductor industry are
intensely competitive. We expect competition to continue to increase in the
future as industry standards become well known and as other competitors enter
our target markets. We currently compete with a number of major domestic and
international suppliers of integrated circuits in the markets for cable set-top
boxes, cable modems, high-speed local, metropolitan and wide area networks, home
networking, Voice over Internet Protocol ("VoIP"), residential broadband
gateways, direct broadcast satellite and terrestrial digital satellite, optical
networking, digital subscriber lines ("xDSL") and wireless communications,
including without limitation the markets for products such as network interface
cards and LAN-on-motherboard solutions. We also compete with suppliers of
system- and motherboard-level solutions incorporating integrated circuits that
are proprietary or sourced from manufacturers other than Broadcom. This
competition has resulted and may continue to result in declining average selling
prices for our products. In all of our target markets, we also may face
competition from newly established competitors and suppliers of products based
on new or emerging technologies. We also expect to encounter further
consolidation in the markets in which we compete.
Many of our competitors operate their own fabrication facilities and
have longer operating histories and presence in key markets, greater name
recognition, larger customer bases and significantly greater financial, sales
and marketing, manufacturing, distribution, technical and other resources than
we do. As a result, these competitors may be able to adapt more quickly to new
or emerging technologies and changes in customer requirements. They may also be
able to devote greater resources to the promotion and sale of their products. In
addition, current and potential competitors have established or may establish
financial or strategic relationships among themselves or with existing or
potential customers, resellers or other third parties. Accordingly, it is
possible that new competitors or alliances among competitors could emerge and
rapidly acquire significant market share. Existing or new competitors may also
develop technologies in the future that more effectively address the
transmission of digital information through existing analog infrastructures or
through new digital infrastructures at lower costs than our technologies.
Increased competition has in the past and is likely to continue to result in
price reductions, reduced gross margins and loss of market share. We cannot
assure you that we will be able to continue to compete successfully or that
competitive pressures will not materially and adversely affect our business,
financial condition and results of operations.
OUR ACQUISITION STRATEGY MAY REQUIRE US TO UNDERTAKE SIGNIFICANT CAPITAL
INFUSIONS, BE DILUTIVE TO OUR EXISTING SHAREHOLDERS, ADVERSELY AFFECT OUR
RESULTS OF OPERATIONS, AND RESULT IN DIFFICULTIES IN ASSIMILATING AND
INTEGRATING THE OPERATIONS, PERSONNEL, TECHNOLOGIES, PRODUCTS AND INFORMATION
SYSTEMS OF ACQUIRED COMPANIES.
A key element of our business strategy involves expansion through the
acquisition of businesses, products or technologies that allow us to complement
our existing product offerings, expand our market coverage, increase our
engineering workforce or enhance our technological capabilities. Between
January 1, 1999 and June 30, 2000, we have acquired Maverick Networks, Epigram,
Inc., Armedia, Inc., HotHaus Technologies Inc., AltoCom, Inc., Digital Furnace
Corporation, BlueSteel Networks, Inc., Stellar Semiconductor, Inc. and Pivotal
Technologies Corp. In July 2000 we completed the acquisition of Innovent
Systems, Inc. We have also entered into definitive agreements to acquire Altima
Communications, Inc., Silicon Spice Inc. and NewPort Communications,
21
<PAGE> 24
Inc. We plan to continue to pursue acquisition opportunities in 2000 and in the
future. Acquisitions may require significant capital infusions, typically entail
many risks and could result in difficulties in assimilating and integrating the
operations, personnel, technologies, products and information systems of the
acquired company. We may also encounter delays in the timing and successful
completion of the acquired company's technology and product development through
volume production, costs and unanticipated expenditures, changing relationships
with customers, suppliers and strategic partners, or contractual, intellectual
property or employment issues. In addition, the key personnel of the acquired
company may decide not to work for us. The acquisition of another company or its
products and technologies may also require us to enter into a geographic or
business market in which we have little or no prior experience. These challenges
could disrupt our ongoing business, distract our management and employees and
increase our expenses. In addition, acquisitions may materially and adversely
affect our results of operations because they may require large one-time
write-offs, increased debt or contingent liabilities, adverse tax consequences
substantial depreciation or deferred compensation charges or the amortization of
amounts related to deferred compensation, goodwill and other intangible assets.
We may seek to account for acquisitions under the pooling-of-interests
accounting method, but that method may not be available. Any of these events
could cause the price of our Class A common stock to decline. Acquisitions made
entirely or partially for cash may reduce our cash reserves. Furthermore, if we
issue equity or convertible debt securities in connection with an acquisition,
as in the case of our recent acquisitions, the issuance may be dilutive to our
existing shareholders. In addition, the equity or debt securities that we may
issue could have rights, preferences or privileges senior to those of the
holders of our common stock. Thus, for example, as a consequence of the
pooling-of-interest rules, the securities issued in nine of the ten completed
acquisitions described above were Class B common stock, which has voting rights
superior to our publicly-traded Class A common stock.
We cannot assure you that we will be able to consummate any pending or
future acquisitions or that we will realize the benefits anticipated from these
acquisitions. In the future, we may not be able to find other suitable
acquisition opportunities that are available at attractive valuations. Even if
we do find suitable acquisition opportunities, we may not be able to consummate
the acquisitions on commercially acceptable terms. Moreover, due to our limited
acquisition experience, it may be difficult for us to successfully integrate any
acquired businesses, products, technologies or personnel, which could materially
and adversely affect our business, financial condition and results of
operations.
WE MUST KEEP PACE WITH RAPID TECHNOLOGICAL CHANGES IN THE SEMICONDUCTOR INDUSTRY
AND BROADBAND COMMUNICATIONS MARKETS IN ORDER TO REMAIN COMPETITIVE.
Our future success will depend on our ability to anticipate and adapt
to changes in technology and industry standards. We will also need to continue
to develop and introduce new and enhanced products to meet our customers'
changing demands. Substantially all of our product revenue in recent fiscal
quarters has been derived from sales of products for the high-speed office
network, cable set-top box and cable modem markets. These markets are
characterized by rapidly changing technology, evolving industry standards,
frequent new product introductions and short product life cycles. In addition,
these markets continue to undergo rapid growth and consolidation. A significant
slowdown in any of these markets or other broadband communications markets could
materially and adversely affect our business, financial condition and results of
operations. Our success will also depend on the ability of
22
<PAGE> 25
our customers to develop new products and enhance existing products for the
broadband communications markets and to introduce and promote those products
successfully. The broadband communications markets may not continue to develop
to the extent or in the timeframes that we anticipate. If new markets do not
develop as we anticipate, or if our products do not gain widespread acceptance
in these markets, our business, financial condition and results of operations
could be materially and adversely affected.
IF WE DO NOT ANTICIPATE AND ADAPT TO EVOLVING INDUSTRY STANDARDS IN THE
SEMICONDUCTOR INDUSTRY AND BROADBAND COMMUNICATIONS MARKETS, OUR PRODUCTS COULD
BECOME OBSOLETE AND WE COULD LOSE MARKET SHARE.
Products for broadband communications applications generally are based
on industry standards that are continually evolving. If new industry standards
emerge, our products or our customers' products could become unmarketable or
obsolete. We may also have to incur substantial unanticipated costs to comply
with these new standards. Our past sales and profitability have resulted, to a
large extent, from our ability to anticipate changes in technology and industry
standards and to develop and introduce new and enhanced products. Our ability to
adapt to these changes and to anticipate future standards, and the rate of
adoption and acceptance of those standards, will be a significant factor in
maintaining or improving our competitive position and prospects for growth. We
have in the past invested substantial resources in emerging technologies that
did not achieve the market acceptance that we had expected. Our inability to
anticipate the evolving standards in the semiconductor industry and, in
particular the broadband communications markets, or to develop and introduce new
products successfully into these markets could materially and adversely affect
our business, financial condition and results of operations.
IF WE ARE UNABLE TO DEVELOP AND INTRODUCE NEW PRODUCTS SUCCESSFULLY AND IN A
COST-EFFECTIVE AND TIMELY MANNER OR TO ACHIEVE MARKET ACCEPTANCE OF OUR NEW
PRODUCTS, OUR OPERATING RESULTS WOULD BE ADVERSELY AFFECTED.
Our future success will depend on our ability to develop new silicon
solutions for existing and new markets, introduce these products in a
cost-effective and timely manner and convince leading equipment manufacturers to
select these products for design into their own new products. Our quarterly
results in the past have been, and are expected in the future to continue to be,
dependent on the introduction of a relatively small number of new products and
the timely completion and delivery of those products to customers. The
development of new silicon devices is highly complex, and from time to time we
have experienced delays in completing the development and introduction of new
products. Our ability to develop and deliver new products successfully will
depend on various factors, including our ability to:
o accurately predict market requirements and evolving industry
standards;
o accurately define new products;
o timely complete and introduce new product designs;
o timely qualify and obtain industry interoperability certification of
our products and our customers' products into which our products
will be incorporated;
o obtain sufficient foundry capacity;
23
<PAGE> 26
o achieve high manufacturing yields; and
o gain market acceptance of our products and our customers' products.
If we are not able to develop and introduce new products successfully
and in a cost-effective and timely manner, our business, financial condition and
results of operations would be materially and adversely affected.
Our new products generally are incorporated into our customers'
products at the design stage. We have often incurred significant expenditures on
the development of a new product without any assurance that an equipment
manufacturer will select our product for design into its own product. The value
of our products largely depends on the commercial success of our customers'
products and on the extent to which those products accommodate components
manufactured by our competitors. We cannot assure you that we will continue to
achieve design wins. In addition, the equipment that incorporates our products
may never become commercially successful.
WE DEPEND ON TWO INDEPENDENT FOUNDRIES TO MANUFACTURE SUBSTANTIALLY ALL OF OUR
CURRENT PRODUCTS, AND ANY FAILURE TO OBTAIN SUFFICIENT FOUNDRY CAPACITY COULD
MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.
We do not own or operate a fabrication facility. Two outside foundries,
Taiwan Semiconductor Manufacturing Corporation, or TSMC, in Taiwan and Chartered
Semiconductor Manufacturing, or Chartered, in Singapore, currently manufacture
substantially all of our semiconductor devices in current production. In
September 1999 TSMC's principal facility was affected by a significant
earthquake in Taiwan. As a consequence of this earthquake, TSMC suffered power
outages and equipment damage that impaired TSMC's wafer deliveries and, together
with strong demand, could result in wafer shortages and higher wafer pricing
industrywide.
Because we rely on outside foundries with limited capacity, we face
several significant risks, including:
o a lack of ensured wafer supply and potential wafer shortages and
higher wafer prices;
o limited control over delivery schedules, quality assurance and
control, manufacturing yields and production costs; and
o the unavailability of or potential delays in obtaining access to key
process technologies.
In addition, the manufacture of integrated circuits is a highly complex
and technologically demanding process. Although we work closely with our
foundries to minimize the likelihood of reduced manufacturing yields, our
foundries have from time to time experienced lower than anticipated
manufacturing yields. This often occurs during the production of new products or
the installation and start-up of new process technologies.
The ability of each foundry to provide us with semiconductor devices is
limited by its available capacity. Although we have entered into contractual
commitments to supply specified levels of products to certain of our customers,
we do not have a long-term volume purchase agreement or a guaranteed level of
production capacity with either TSMC or
24
<PAGE> 27
Chartered. Foundry capacity may not be available when we need it or at
reasonable prices. Availability of foundry capacity has recently been reduced
due to strong demand. We place our orders on the basis of our customers'
purchase orders, and TSMC and Chartered can allocate capacity to the production
of other companies' products and reduce deliveries to us on short notice. It is
possible that foundry customers that are larger and better financed than we are,
or that have long-term agreements with TSMC or Chartered, may induce our
foundries to reallocate capacity to them. Such a reallocation could impair our
ability to secure the supply of components that we need. Although we primarily
use two independent foundries, most of our components are not manufactured at
both foundries at any given time and some of our products may be designed to be
manufactured at only one. Accordingly, if one of our foundries is unable to
provide us with components as needed, we could experience significant delays in
securing sufficient supplies of those components. Any of these delays would
likely materially and adversely affect our business, financial condition and
results of operations. In addition, if either TSMC or Chartered experiences
financial difficulties, if either foundry suffers any damage to its facilities
or in the event of any other disruption of foundry capacity, we may not be able
to qualify an alternative foundry in a timely manner. Even our current foundries
would need to have new manufacturing processes qualified if there is a
disruption in an existing process. If we choose to use a new foundry or process,
it would typically take us several months to qualify the new foundry or process
before we can begin shipping products from it. If we cannot accomplish this
qualification in a timely manner, we may still experience a significant
interruption in supply of the affected products. We cannot assure you that any
of our existing or new foundries would be able to produce integrated circuits
with acceptable manufacturing yields. Furthermore, our foundries may not be able
to deliver enough semiconductor devices to us on a timely basis, or at
reasonable prices.
Certain of our acquired companies have established relationships with
foundries other than TSMC and Chartered, and we are using these other foundries
to produce the initial products of these acquired companies. We may utilize such
foundries for other products in the future. In using these new foundries, we
will be subject to all of the same risks described in the foregoing paragraphs
with respect to TSMC and Chartered.
WE MAY BE UNABLE TO RETAIN KEY TECHNICAL AND SENIOR MANAGEMENT PERSONNEL AND
ATTRACT ADDITIONAL KEY EMPLOYEES, WHICH COULD SERIOUSLY HARM OUR BUSINESS.
Our future success depends to a significant extent upon the continued
service of our key technical and senior management personnel, in particular, our
co-founder, President and Chief Executive Officer, Dr. Henry T. Nicholas III,
and our co-founder, Vice President of Research & Development and Chief Technical
Officer, Dr. Henry Samueli. We do not have employment agreements with these
executives or any other key employees that govern the length of their service.
The loss of the services of Dr. Nicholas or Dr. Samueli, or certain other key
employees, would likely materially and adversely affect our business, financial
condition and results of operations. Our future success also depends on our
ability to continue to attract, retain and motivate qualified personnel,
particularly digital circuit designers, mixed-signal circuit designers and
systems applications engineers. Competition for these employees is intense. Our
inability to attract and retain additional key employees could have an adverse
effect on our business, financial condition and results of operations.
25
<PAGE> 28
OUR INABILITY TO MANAGE OUR SIGNIFICANT RECENT AND ANTICIPATED FUTURE GROWTH
COULD STRAIN OUR MANAGERIAL, OPERATIONAL AND FINANCIAL RESOURCES, AND COULD
MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.
During the past year, we have continued to significantly increase the
scope of our operations and expand our workforce, growing from 436 employees as
of December 31, 1998 to 1,459 employees as of June 30, 2000, including contract
and temporary employees and employees who joined us as the result of
acquisitions. This growth has placed, and our anticipated future growth of
operations is expected to continue to place, a significant strain on our
management personnel, systems and resources. We anticipate that we will need to
implement a variety of new and upgraded operational and financial systems,
procedures and controls, including the ongoing improvement of our accounting and
other internal management systems. We also will need to continue to expand,
train, manage and motivate our workforce. All of these endeavors will require
substantial management effort. In the future, we may need to expand our
facilities or relocate some or all of our employees or operations from time to
time to support our growth. These relocations could result in temporary
disruptions of our operations or a diversion of management's attention and
resources. If we are unable to effectively manage expanding operations, our
business, financial condition and results of operations could be materially and
adversely affected.
THE LOSS OF ANY OF THE THREE THIRD-PARTY SUBCONTRACTORS THAT ASSEMBLE AND TEST
SUBSTANTIALLY ALL OF OUR CURRENT PRODUCTS COULD DISRUPT OUR SHIPMENTS, HARM OUR
CUSTOMER RELATIONSHIPS AND ADVERSELY AFFECT OUR NET SALES.
Three third-party subcontractors, ASAT Ltd. in Hong Kong, ST Assembly
Test Services, STATS, in Singapore, and Amkor Technology in the Philippines and
South Korea, assemble and test almost all of our current products. Because we
rely on third-party subcontractors to assemble and test our products, we cannot
directly control our product delivery schedules and quality assurance and
control. This lack of control has in the past, and could in the future, result
in product shortages or quality assurance problems that could increase our
manufacturing, assembly or testing costs. We do not have long-term agreements
with ASAT, STATS or Amkor. We typically procure services from these suppliers on
a per order basis. If either ASAT, STATS or Amkor experiences capacity
constraints or financial difficulties, if any subcontractor suffers any damage
to its facilities or in the event of any other disruption of assembly and
testing capacity, we may not be able to obtain alternative assembly and testing
services in a timely manner. Due to the amount of time that it usually takes us
to qualify assemblers and testers, we could experience significant delays in
product shipments if we are required to find alternative assemblers or testers
for our components. Any problems that we may encounter with the delivery,
quality or cost of our products could materially and adversely affect our
business, financial condition or results of operations.
We are continuing to develop relationships with additional third-party
subcontractors to assemble and test our products. In using these new
subcontractors, we will be subject to all of the same risks described in the
foregoing paragraph with respect to ASAT, STATS and Amkor.
26
<PAGE> 29
AS OUR INTERNATIONAL BUSINESS EXPANDS, OUR BUSINESS, FINANCIAL CONDITION AND
OPERATING RESULTS COULD BE ADVERSELY AFFECTED AS A RESULT OF LEGAL, BUSINESS AND
ECONOMIC RISKS SPECIFIC TO INTERNATIONAL OPERATIONS.
We currently obtain substantially all of our manufacturing, assembly
and testing services from suppliers located outside of the United States. In
addition, approximately 19.1% of our revenue in the six months ended June 30,
2000 was derived from sales to independent customers outside the United States.
We also frequently ship products to our domestic customers' international
manufacturing divisions and subcontractors. In 1999 we established an
international distribution center in Singapore and a design center in The
Netherlands. As a result of our acquisition of HotHaus in August 1999, we now
undertake software design, development and marketing activities in Canada.
Furthermore, as a result of our acquisition of Armedia in May 1999, we also
undertake design and development activities in India. In the future, we intend
to continue to expand these international business activities and also to open
other design and operational centers abroad. International operations are
subject to many inherent risks, including:
o political, social and economic instability;
o trade restrictions;
o the imposition of governmental controls;
o exposure to different legal standards, particularly with respect to
intellectual property;
o burdens of complying with a variety of foreign laws;
o import and export license requirements and restrictions of the
United States and each other country in which we operate;
o unexpected changes in regulatory requirements;
o foreign technical standards;
o changes in tariffs;
o difficulties in staffing and managing international operations;
o fluctuations in currency exchange rates;
o difficulties in collecting receivables from foreign entities; and
o potentially adverse tax consequences.
Various export licensing requirements, the seasonality of international
sales or an increase in the value of the U.S. dollar relative to
foreign currencies could materially and adversely affect our business
or require us to modify our current business practices significantly.
Various government export regulations apply to the encryption or other
features contained in some of our products. We have applied for and received
several export licenses under these regulations, but we cannot assure you that
we will obtain any licenses for which we have currently applied or any licenses
that we may apply for in the future. If we do not receive the required licenses,
we may be unable to manufacture the affected products at our foreign foundries
or to ship these products to certain customers located outside the United
States. Moreover, the seasonality of international sales and economic conditions
in our primary overseas markets may negatively impact the demand for our
products abroad. All of
27
<PAGE> 30
our international sales to date have been denominated in U.S. dollars.
Accordingly, an increase in the value of the U.S. dollar relative to foreign
currencies could make our products less competitive in international markets.
Any one or more of the foregoing factors could materially and adversely affect
our business, financial condition or results of operations or require us to
modify our current business practices significantly. We anticipate that these
factors will impact our business to a greater degree as we further expand our
international business activities.
OUR FUTURE SUCCESS DEPENDS IN SIGNIFICANT PART ON STRATEGIC RELATIONSHIPS WITH
CERTAIN OF OUR CUSTOMERS. IF WE CANNOT MAINTAIN THESE RELATIONSHIPS OR IF THESE
CUSTOMERS DEVELOP THEIR OWN SOLUTIONS OR ADOPT A COMPETITOR'S SOLUTIONS INSTEAD
OF BUYING OUR PRODUCTS, OUR OPERATING RESULTS WOULD BE ADVERSELY AFFECTED.
In the past, we have relied on our strategic relationships with certain
customers who are technology leaders in our target markets. We intend to pursue
and continue to form these strategic relationships in the future. These
relationships often require us to develop new products that typically involve
significant technological challenges. Our partners frequently place considerable
pressure on us to meet their tight development schedules. Accordingly, we may
have to devote a substantial amount of our limited resources to our strategic
relationships, which could detract from or delay our completion of other
important development projects. Delays in development could impair our
relationships with our strategic partners and negatively impact sales of the
products under development. Moreover, it is possible that our customers may
develop their own solutions or adopt a competitor's solution for products that
they currently buy from us. If that happens, our business, financial condition
and results of operations could be materially and adversely affected.
WE MAY EXPERIENCE DIFFICULTIES IN TRANSITIONING TO SMALLER GEOMETRY PROCESS
TECHNOLOGIES OR IN ACHIEVING HIGHER LEVELS OF DESIGN INTEGRATION AND THAT MAY
RESULT IN REDUCED MANUFACTURING YIELDS, DELAYS IN PRODUCT DELIVERIES AND
INCREASED EXPENSES.
In order to remain competitive, we expect to transition our products to
increasingly smaller geometries. This transition will require us to redesign
certain products and modify the manufacturing processes for our products. We
continually evaluate the benefits, on a product-by-product basis, of migrating
to smaller geometry process technologies in order to reduce our costs, and we
have begun shifting certain products from .50 micron to .35 micron, .22 micron
and smaller geometry processes. In the past, we have experienced some
difficulties in shifting to smaller geometry process technologies or new
manufacturing processes. These difficulties resulted in reduced manufacturing
yields, delays in product deliveries and increased expenses. We may face similar
difficulties, delays and expenses as we continue to transition our products to
smaller geometry processes. We are dependent on our relationships with our
foundries to transition to smaller geometry processes successfully. We cannot
assure you that our foundries will be able to effectively manage the transition
or that we will be able to maintain our relationships with our foundries. If our
foundries or we experience significant delays in this transition or fail to
efficiently implement this transition, our business, financial condition and
results of operations could be materially and adversely affected. As smaller
geometry processes become more prevalent, we expect to integrate greater levels
of functionality, as well as customer and third party intellectual property,
into
28
<PAGE> 31
our products. However, we may not be able to achieve higher levels of design
integration or deliver new integrated products on a timely basis, or at all.
WE MAY NOT BE ABLE TO ADEQUATELY PROTECT OR ENFORCE OUR INTELLECTUAL PROPERTY
RIGHTS, WHICH COULD HARM OUR COMPETITIVE POSITION.
Our success and future revenue growth will depend, in part, on our
ability to protect our intellectual property. We primarily rely on patent,
copyright, trademark and trade secret laws, as well as nondisclosure agreements
and other methods, to protect our proprietary technologies and processes.
Despite our efforts to protect our proprietary technologies and processes, it is
possible that certain of our competitors or other parties may obtain, use or
disclose our technologies and processes. We currently hold 14 issued United
States patents and have filed over 300 United States patent applications. We
cannot assure you that any additional patents will be issued. Even if a new
patent is issued, the claims allowed may not be sufficiently broad to protect
our technology. In addition, any of our existing or future patents may be
challenged, invalidated or circumvented. Moreover, any rights granted under
these patents may not provide us with meaningful protection. If our patents do
not adequately protect our technology, then our competitors may be able to offer
products similar to ours. Our competitors may also be able to develop similar
technology independently or design around our patents. Moreover, because we have
participated in developing various industry standards, we may be required to
license some of our technology and patents to others, including competitors, who
develop products based on the adopted standards.
We generally enter into confidentiality agreements with our employees
and strategic partners. We also try to control access to and distribution of our
technologies, documentation and other proprietary information. Despite these
efforts, parties may attempt to copy, disclose, obtain or use our products,
services or technology without our authorization. As a result, our technologies
and processes may be misappropriated, particularly in foreign countries where
laws may not protect our proprietary rights as fully as in the United States.
In addition, some of our customers have entered into agreements with us
that grant them the right to use our proprietary technology if we ever fail to
fulfill our obligations under those agreements, including product supply
obligations, and do not correct this failure within a specified time period.
Moreover, we often incorporate the intellectual property of our strategic
customers into our own designs, and have certain obligations not to use or
disclose their intellectual property without their authorization. We cannot
assure you that our efforts to prevent the misappropriation or infringement of
our intellectual property or the intellectual property of our customers will
succeed. In the future, we may have to engage in litigation to enforce our
intellectual property rights, protect our trade secrets or determine the
validity and scope of the proprietary rights of others, including our customers.
This litigation may be very expensive, divert management's attention and
materially and adversely affect our business, financial condition and results of
operations.
29
<PAGE> 32
INFRINGEMENT OR OTHER CLAIMS AGAINST US COULD ADVERSELY AFFECT OUR ABILITY TO
MARKET OUR PRODUCTS, REQUIRE US TO REDESIGN OUR PRODUCTS OR SEEK LICENSES FROM
THIRD PARTIES AND SERIOUSLY HARM OUR OPERATING RESULTS.
Companies in the semiconductor industry often aggressively protect and
pursue their intellectual property rights. From time to time, we have received,
and may continue to receive in the future, notices that claim we have infringed
upon, misappropriated or misused other parties' proprietary rights. In March
2000 Intel Corporation and its subsidiary Level One Communications, Inc. filed a
lawsuit against us alleging misappropriation of trade secrets, unfair
competition and tortious interference with existing contractual relations
related to our recent hiring of three former Intel employees. In 1999 we settled
litigation with Stanford Telecommunications, Inc. that related to the alleged
infringement of one of Stanford's patents by several of our cable modem
products. In 1999 we prevailed in litigation with Sarnoff Corporation and
NxtWave Communications, Inc., formerly Sarnoff Digital Communications, Inc.,
which alleged that we misappropriated and misused certain of their trade secrets
in connection with our hiring of five former Sarnoff employees. Our subsidiary,
AltoCom, is the defendant in patent litigation brought by Motorola, Inc.
relating to software modem technology. Although we are defending the pending
litigation vigorously, it is possible that we will not prevail in pending or
future lawsuits. In addition, we may be sued in the future by other parties who
claim that we have infringed their patents or misappropriated or misused their
trade secrets, or who may seek to invalidate one of our patents. Any of these
claims may materially and adversely affect our business, financial condition and
results of operations. For example, in a patent or trade secret action, a court
could issue an injunction against us that would require us to withdraw or recall
certain products from the market or redesign certain products offered for sale
or under development. In addition, we may be liable for damages for past
infringement and royalties for future use of the technology. We may also have to
indemnify certain customers and strategic partners under our agreements with
such parties if a third party alleges or if a court finds that we have infringed
upon, misappropriated or misused another party's proprietary rights. Even if
claims against us are not valid or successfully asserted, these claims could
result in significant costs and a diversion of management and personnel
resources to defend. In that event, our business, financial condition and
results of operations would likely be materially and adversely affected. If any
claims or actions are asserted against us, we may seek to obtain a license under
a third party's intellectual property rights. However, we may not be able to
obtain a license on commercially reasonable terms, if at all.
OUR PRODUCTS TYPICALLY HAVE LENGTHY SALES CYCLES. A CUSTOMER MAY DECIDE TO
CANCEL OR CHANGE ITS PRODUCT PLANS, WHICH COULD CAUSE US TO LOSE ANTICIPATED
SALES. IN ADDITION, OUR AVERAGE PRODUCT CYCLES TEND TO BE SHORT AND, AS A
RESULT, WE MAY HOLD EXCESS OR OBSOLETE INVENTORY WHICH COULD ADVERSELY AFFECT
OUR OPERATING RESULTS.
After we have developed and delivered a product to a customer, our
customer will often test and evaluate our product prior to designing its own
equipment to incorporate our product. Our customer may need three to six months
or longer to test and evaluate our product and an additional three to six months
or more to begin volume production of equipment that incorporates our product.
Due to this lengthy sales cycle, we may experience delays from the time we
increase our operating expenses and our investments in inventory until the time
that we generate revenues for these products. It is possible that we may never
30
<PAGE> 33
generate any revenues from these products after incurring such expenditures.
Even if a customer selects our product to incorporate into its equipment, we
have no assurances that such customer will ultimately market and sell their
equipment or that such efforts by our customer will be successful. The delays
inherent in our lengthy sales cycle increase the risk that a customer will
decide to cancel or change its product plans. Such a cancellation or change in
plans by a customer could cause us to lose sales that we had anticipated. In
addition, our business, financial condition and results of operations could be
materially and adversely affected if a significant customer curtails, reduces or
delays orders during our sales cycle or chooses not to release equipment that
contains our products.
While our sales cycles are typically long, our average product life
cycles tend to be short as a result of the rapidly changing technology
environment in which we operate. As a result, the resources devoted to product
sales and marketing may not generate material revenues for us, and from time to
time, we may need to write off excess and obsolete inventory. If we incur
significant marketing and inventory expenses in the future that we are not able
to recover, and we are not able to compensate for those expenses, our operating
results could be adversely affected. In addition, if we sell our products at
reduced prices in anticipation of cost reductions, and we still have higher cost
products in inventory, our operating results would be harmed.
BECAUSE WE ARE SUBJECT TO ORDER AND SHIPMENT UNCERTAINTIES, ANY SIGNIFICANT
CANCELLATIONS OR DEFERRALS COULD ADVERSELY AFFECT OUR OPERATING RESULTS.
We typically sell products pursuant to purchase orders that customers
can generally cancel or defer on short notice without incurring a significant
penalty. Any significant cancellations or deferrals could materially and
adversely affect our business, financial condition and results of operations. In
addition, cancellations or deferrals could cause us to hold excess inventory,
which could reduce our profit margins and restrict our ability to fund our
operations. We recognize revenue upon shipment of products to a customer. If a
customer refuses to accept shipped products or does not timely pay for these
products, we could incur significant charges against our income. These charges
could materially and adversely affect our operating results.
THE COMPLEXITY OF OUR PRODUCTS COULD RESULT IN UNFORESEEN DELAYS OR EXPENSES AND
IN UNDETECTED DEFECTS OR BUGS, WHICH COULD ADVERSELY AFFECT THE MARKET
ACCEPTANCE OF NEW PRODUCTS AND DAMAGE OUR REPUTATION WITH CURRENT OR PROSPECTIVE
CUSTOMERS.
Highly complex products such as the products that we offer frequently
contain defects and bugs when they are first introduced or as new versions are
released. We have in the past experienced, and may in the future experience,
these defects and bugs. If any of our products contain defects or bugs, or have
reliability, quality or compatibility problems, our reputation may be damaged
and customers may be reluctant to buy our products, which could materially and
adversely affect our ability to retain existing customers or attract new
customers. In addition, these defects or bugs could interrupt or delay sales to
our customers. In order to alleviate these problems, we may have to invest
significant capital and other resources. Although our products are tested by our
suppliers, our customers and ourselves, we cannot assure you that our new
products will not contain defects or bugs. If any of these problems are not
found until after we have commenced commercial production of a new product, we
31
<PAGE> 34
may be required to incur additional development costs and product recall, repair
or replacement costs. These problems may also result in claims against us by our
customers or others. In addition, these problems may divert our technical and
other resources from other development efforts. Moreover, we would likely lose,
or experience a delay in, market acceptance of the affected product or products,
and we could lose credibility with our current and prospective customers.
OUR OPERATING RESULTS MAY VARY SIGNIFICANTLY DUE TO THE CYCLICALITY OF THE
SEMICONDUCTOR INDUSTRY. ANY SUCH VARIATIONS COULD ADVERSELY AFFECT THE MARKET
PRICE OF OUR COMMON STOCK.
We operate in the semiconductor industry, which is cyclical and subject
to rapid technological change. From time to time, the semiconductor industry has
experienced significant economic downturns, characterized by diminished product
demand, accelerated erosion of prices and excess production capacity. This
industry also periodically experiences increased demand and production capacity
constraints. Accordingly, our quarterly results may vary significantly as a
result of the general conditions in the semiconductor industry.
OUR CALIFORNIA FACILITIES AND THE FACILITIES OF ONE OF THE TWO INDEPENDENT
FOUNDRIES UPON WHICH WE RELY TO MANUFACTURE SUBSTANTIALLY ALL OF OUR CURRENT
PRODUCTS ARE LOCATED IN REGIONS THAT ARE SUBJECT TO EARTHQUAKES AND OTHER
NATURAL DISASTERS.
Our California facilities, including our principal executive offices,
are located near major earthquake fault lines. If there is a major earthquake or
any other natural disaster in a region where one of our facilities is located,
our business could be materially and adversely affected. In addition, TSMC, one
of the two outside foundries upon which we rely to manufacture substantially all
of our semiconductor devices, is located in Taiwan, a country that is also
subject to earthquakes. Any earthquake or other natural disaster in Taiwan could
materially disrupt TSMC's production capabilities and could result in our
experiencing a significant delay in delivery, or substantial shortage, of wafers
and possibly in higher wafer prices.
CHANGES IN CURRENT OR FUTURE LAWS OR REGULATIONS OR THE IMPOSITION OF NEW LAWS
OR REGULATIONS BY THE FCC, OTHER FEDERAL OR STATE AGENCIES OR FOREIGN
GOVERNMENTS COULD IMPEDE THE SALE OF OUR PRODUCTS OR OTHERWISE HARM OUR
BUSINESS.
The Federal Communications Commission has broad jurisdiction over each
of our target markets. Although current FCC regulations and the laws and
regulations of other federal or state agencies are not directly applicable to
our products, they do apply to much of the equipment into which our products are
incorporated. As a result, the effects of regulation on our customers or the
industries in which they operate may, in turn, materially and adversely impact
our business, financial condition and results of operations. FCC regulatory
policies that affect the ability of cable operators or telephone companies to
offer certain services or other aspects of their business may impede the sale of
our products. For example, in the past we have experienced delays when products
incorporating our chips failed to comply with FCC emissions specifications. We
and our customers may also be subject to regulation by countries other than the
United States. Foreign governments may impose tariffs, duties and other import
restrictions on components that we obtain from non-domestic suppliers and may
impose export restrictions on products that we sell internationally. These
tariffs, duties or restrictions could materially and adversely affect our
business, financial condition and results
32
<PAGE> 35
of operations. Changes in current laws or regulations or the imposition of new
laws and regulations in the United States or elsewhere could also materially and
adversely affect our business.
CERTAIN OF OUR DIRECTORS, EXECUTIVE OFFICERS AND THEIR AFFILIATES CAN CONTROL
THE OUTCOME OF MATTERS THAT REQUIRE THE APPROVAL OF OUR SHAREHOLDERS, AND
ACCORDINGLY WE WILL NOT BE ABLE TO ENGAGE IN CERTAIN TRANSACTIONS WITHOUT THEIR
APPROVAL.
As of June 30, 2000 our directors and executive officers beneficially
owned approximately 33.3% of our outstanding common stock and 68.4% of the total
voting control held by our shareholders. In particular, as of June 30, 2000 our
two founders, Dr. Henry T. Nicholas III and Dr. Henry Samueli, beneficially
owned a total of approximately 31.7% of our outstanding common stock and 65.6%
of the total voting control held by our shareholders. Accordingly, these
shareholders currently have enough voting power to control the outcome of
matters that require the approval of our shareholders. These matters include the
election of a majority of our Board of Directors, the issuance of additional
shares of Class B common stock, and the approval of any significant corporate
transaction, including a merger, consolidation or sale of substantially all of
our assets. In addition, these insiders currently also control the management of
our business. Because of their significant stock ownership, we will not be able
to engage in certain transactions without the approval of these shareholders.
These transactions include proxy contests, mergers, tender offers, open market
purchase programs or other purchases of our Class A common stock that could give
our shareholders the opportunity to receive a higher price for their shares than
the prevailing market price at the time of such purchases.
OUR STOCK PRICE IS HIGHLY VOLATILE. ACCORDINGLY, YOU MAY NOT BE ABLE TO RESELL
YOUR SHARES OF COMMON STOCK AT OR ABOVE THE PRICE YOU PAID FOR THEM.
The market price of our Class A common stock has fluctuated
substantially in the past and is likely to continue to be highly volatile and
subject to wide fluctuations. Since our initial public offering in April 1998,
our Class A common stock has traded at prices as low as $11.75 and as high as
$261.56 per share. These fluctuations have occurred and may continue to occur in
response to various factors, many of which we cannot control, including:
o quarter-to-quarter variations in our operating results;
o announcements of technological innovations or new products by our
competitors, customers or us;
o general conditions in the semiconductor industry and
telecommunications and data communications equipment markets;
o changes in earnings estimates or investment recommendations by
analysts;
o changes in investor perceptions; or
o changes in expectations relating to our products, plans and
strategic position or those of our competitors or customers.
In addition, the market prices of securities of Internet-related and
other high technology companies have been especially volatile. This volatility
has significantly affected the market
33
<PAGE> 36
prices of securities of many technology companies for reasons frequently
unrelated to the operating performance of the specific companies. Accordingly,
you may not be able to resell your shares of common stock at or above the price
you paid. In the past, companies that have experienced volatility in the market
price of their securities have been the subject of securities class action
litigation. If we were the object of a securities class action litigation, it
could result in substantial losses and divert management's attention and
resources from other matters.
OUR PRODUCTS AND INTERNAL INFORMATION SYSTEMS AND THE PRODUCTS AND SYSTEMS OF
OUR CUSTOMERS AND THE THIRD PARTY SUPPLIERS WHO FABRICATE, TEST AND ASSEMBLE OUR
PRODUCTS MAY BE NEGATIVELY IMPACTED BY YEAR 2000 COMPLIANCE PROBLEMS.
Many existing computer systems, software applications and embedded
computer chips, software and firmware in control devices use only two digits to
identify a year in the date field. These systems, applications and control
devices need to accept four digit entries to distinguish 21st Century dates from
20th Century dates. In addition, they may not correctly process "leap year"
dates or may fail to recognize February 29, 2000 as a leap year date as a result
of an exception to the calculation of leap years that will occur in the Year
2000 and otherwise occurs only once every 400 years. As a result, these systems
and applications had to be upgraded to comply with the Year 2000 requirements or
risk system failure, miscalculations or other disruptions to normal business
activities.
To date we have not experienced any known material Year 2000 problems
in our products, our internal systems or facilities, or the products, systems
and services of third parties. We will continue to monitor our mission critical
computer applications and those of our suppliers and vendors throughout the year
2000 to ensure that any latent Year 2000 matters that may arise are addressed
promptly. We did not incur material costs to identify and address specific Year
2000 compliance issues. We could however incur additional costs in addressing
any residual Year 2000 issues, which could have a material and adverse effect on
our business.
WE MAY NEED TO RAISE ADDITIONAL CAPITAL IN THE FUTURE THROUGH THE ISSUANCE OF
ADDITIONAL EQUITY OR CONVERTIBLE DEBT SECURITIES OR BY BORROWING MONEY, AND
ADDITIONAL FUNDS MAY NOT BE AVAILABLE ON TERMS ACCEPTABLE TO US.
We believe that our existing cash, cash equivalents and investments on
hand, together with the cash that we expect to generate from our operations,
will be sufficient to meet our capital needs for at least the next twelve
months. However, it is possible that we may need to raise additional funds to
fund our activities beyond the next year or to consummate acquisitions of other
businesses, products, or technologies. We could raise these funds by selling
more stock to the public or to selected investors, or by borrowing money. In
addition, even though we may not need additional funds, we may still elect to
sell additional equity securities or obtain credit facilities for other reasons.
We may not be able to obtain additional funds on favorable terms, or at all. If
adequate funds are not available, we may be required to curtail our operations
significantly or to obtain funds through arrangements with strategic partners or
others that may require us to relinquish rights to certain technologies or
potential markets. If we raise additional funds by issuing additional equity or
convertible debt securities, the ownership percentages of existing shareholders
would be reduced. In addition,
34
<PAGE> 37
the equity or debt securities that we issue may have rights, preferences or
privileges senior to those of the holders of our common stock.
It is possible that our future capital requirements may vary materially
from those now planned. The amount of capital that we will need in the future
will depend on many factors, including:
o the market acceptance of our products;
o the levels of promotion and advertising that will be required to
launch our new products and achieve and maintain a competitive
position in the marketplace;
o volume price discounts;
o our business, product, capital expenditure and research and
development plans and product and technology roadmaps;
o the levels of inventory and accounts receivable that we maintain;
o capital improvements to new and existing facilities;
o technological advances;
o our competitors' response to our products; and
o our relationships with suppliers and customers.
In addition, we may require additional capital to accommodate planned
growth, hiring, infrastructure and facility needs or to consummate acquisitions
of other businesses, products or technologies.
OUR ARTICLES OF INCORPORATION AND BYLAWS CONTAIN ANTI-TAKEOVER PROVISIONS THAT
COULD ADVERSELY AFFECT THE PRICE OF OUR COMMON STOCK.
Our articles of incorporation and bylaws contain provisions that may
prevent or discourage a third party from acquiring us, even if the acquisition
would be beneficial to our shareholders. In addition, we have in the past issued
and will in the future issue shares of Class B common stock in connection with
certain acquisitions, upon exercise of certain stock options, and for other
purposes. Class B shares have superior voting rights entitling the holder to ten
votes for each share held on matters that we submit to a shareholder vote (as
compared with one vote per share in the case of our publicly-held Class A common
stock). Our Board of Directors also has the authority to fix the rights and
preferences of shares of our preferred stock and to issue such shares without a
shareholder vote. It is possible that the provisions in our charter documents,
the existence of supervoting rights by holders of our Class B common stock, our
officers' ownership of a majority of the Class B common stock and the ability of
our Board of Directors to issue preferred stock may prevent parties from
acquiring us. In addition, these factors may discourage third parties from
bidding for our Class A common stock at a premium over the market price for this
stock. Finally, these factors may also materially and adversely affect the
market price of our Class A common stock, and the voting and other rights of the
holders of our common stock.
35
<PAGE> 38
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Reference is made to the section titled Quantitative and Qualitative
Disclosures about Market Risk, in the Company's Current Report on Form 8-K/A
filed with the SEC on July 10, 2000.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In July 1997 the Company commenced an action against Sarnoff
Corporation and Sarnoff Digital Communications, Inc., now known as NxtWave
Communications, Inc. (collectively, "Sarnoff") in the California Superior Court
alleging breach of contract, fraud, misappropriation of trade secrets, false
advertising, trade libel, intentional interference with prospective economic
advantage and unfair competition. The claims center on Sarnoff's violation of a
non-disclosure agreement entered into with the Company with respect to limited
use of certain of the Company's technology and on inaccurate comparisons that
the Company believes Sarnoff has made in its product advertising and in
statements to potential customers and others. This action was removed to the
United States District Court for the Central District of California, and was
stayed pending resolution of an action Sarnoff had brought against the Company
in April 1997 in New Jersey Superior Court. Following the decision in the New
Jersey action in the Company's favor in early 1999, Sarnoff filed a motion for
summary judgment in the California case on the basis that the issues therein had
been or should have been previously litigated in the New Jersey action under the
New Jersey "entire controversy" doctrine. Following oral argument in August
1999, the District Court granted Sarnoff's motion and dismissed the Company's
claims on the grounds that they should have been brought as part of the New
Jersey action. The Company believes that the California action involves facts,
circumstances and claims unrelated to those at issue in the New Jersey action,
and has filed an appeal of the District Court's ruling. Briefing of the appeal
in the Ninth Circuit Court of Appeals is now complete and the parties await a
date for oral argument in the case.
In March 2000 Intel Corporation and its subsidiary Level One
Communications, Inc. (collectively, "Intel") filed a complaint in California
Superior Court asserting claims against the Company for misappropriation of
trade secrets, unfair competition, and tortious interference with existing
contractual relations by the Company in connection with its recent hiring of
three former Intel employees. The complaint sought injunctive relief, an
accounting, damages, exemplary damages and attorneys' fees. Intel filed a first
amended complaint on April 28, 2000 seeking additional relief and containing
certain additional allegations, but asserting the same causes of action as the
original complaint. On May 25, 2000, the Court concluded a preliminary
injunction hearing in the matter. The Court denied Intel's request for
injunctive relief restricting the positions in which the three employees could
work for the Company, but issued an order granting certain other preliminary
relief. The Company has denied any wrongdoing or liability and has instructed
its attorneys to vigorously defend the action. On June 30, 2000 the Company
filed a cross-complaint against Intel for unfair competition, trade secret
misappropriation, and tortious interference with contractual relations. The
litigation is currently in the discovery stage and has not yet been set for
trial.
In September 1998 Motorola, Inc. ("Motorola") filed a complaint in
United States District Court for the District of Massachusetts against AltoCom,
Inc. (and co-defendant, PC-Tel,
36
<PAGE> 39
Inc.), asserting that (i) AltoCom's V.34 and V.90 compliant software modem
technology infringes several patents owned by Motorola, (ii) AltoCom induces its
V.34 and V.90 licensees to infringe such patents, and (iii) AltoCom
contributorily infringes such patents. The complaint sought a preliminary and
permanent injunction against AltoCom as well as the recovery of monetary
damages, including treble damages for willful infringement. In October 1998
Motorola affirmatively dismissed its case in the District of Massachusetts and
filed a substantially similar complaint in the United States District Court for
the District of Delaware. AltoCom has filed an answer and affirmative defenses
to the District of Delaware complaint. AltoCom has also asserted a counterclaim
requesting declaratory relief that AltoCom has not infringed the Motorola
patents and that such patents are invalid and/or unenforceable as well as a
counterclaim requesting declaratory and injunctive relief based on breach of
contract theory. AltoCom believes that it has strong defenses to Motorola's
claims on invalidity, noninfringement and inequitable conduct grounds. In May
2000 Motorola filed an amended complaint alleging that AltoCom's technology
infringes an additional Motorola patent. The parties are currently engaged in
discovery in the action. A hearing on patent claims construction is scheduled to
commence in December 2000 and a three-week trial is scheduled to begin in June
2001. AltoCom became a subsidiary of the Company on August 31, 1999. In
September 1999 PC-Tel, Inc., the co-defendant in the case, reached a settlement
with Motorola.
Although AltoCom believes that it has strong defenses and is defending
the action vigorously, a finding of infringement by AltoCom as to at least one
of the patents in this action could lead to liability for monetary damages
(which could be trebled in the event that the infringement were found to have
been willful), the issuance of an injunction requiring that AltoCom withdraw
various products from the market, and indemnification claims by AltoCom's
customers or strategic partners, each of which events could have a material
adverse effect on AltoCom's, and possibly the Company's, business, results of
operations and financial condition.
The Company and its subsidiaries are also involved in other legal
proceedings, claims and litigation arising in the ordinary course of business.
The pending lawsuits involve complex questions of fact and law and
could require the expenditure of significant costs and diversion of resources to
defend. Although management currently believes the outcome of outstanding legal
proceedings, claims and litigation will not have a material adverse effect on
the Company's business, results of operations or financial condition, the
results of litigation are inherently uncertain, and an adverse outcome is at
least reasonably possible. The Company is unable to estimate the range of
possible loss from outstanding litigation, and no amounts have been provided for
such matters in the accompanying consolidated financial statements.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
37
<PAGE> 40
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Shareholders of the Company was held on
April 27, 2000.
(b) At the Annual Meeting, the Shareholders elected each of the
following nominees as directors, to hold office until their
successors are duly elected and qualified. The vote for each
director was as follows:
<TABLE>
<CAPTION>
Nominees Class A Shares Class B Shares Class B Votes Total Votes
-------- -------------- -------------- ------------- -----------
<S> <C> <C> <C> <C>
Henry T. Nicholas III 93,300,331 88,051,990 880,519,900 973,820,231
Henry Samueli 93,300,331 88,051,990 880,519,900 973,820,231
Myron S. Eichen 93,300,331 88,051,990 880,519,900 973,820,231
Alan E. Ross 93,300,331 88,051,990 880,519,900 973,820,231
Werner F. Wolfen 93,300,331 88,051,990 880,519,900 973,820,231
</TABLE>
(c) At the Annual Meeting, the Shareholders adopted the following
resolutions by the respective votes indicated:
(1) To approve the amendment of the Company's Amended and Restated
Articles of Incorporation to increase the aggregate number of
authorized shares of Class A common stock from 400,000,000
shares to 800,000,000 shares and to increase the aggregate
number of authorized shares of Class B common stock from
200,000,000 to 400,000,000 shares.
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class B Votes Total Votes
-------------- -------------- ------------- -----------
<S> <C> <C> <C> <C>
For 78,603,165 87,836,210 878,362,100 956,965,265
Against 14,889,456 215,780 2,157,800 17,047,256
Abstain 273,534 5,744 57,440 330,974
</TABLE>
(2) To approve the amendment of the Company's 1998 Stock Incentive
Plan, as amended, to increase the number of shares of Class A
common stock reserved for issuance under the plan by
15,000,000 shares.
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class B Votes Total Votes
-------------- -------------- ------------- -----------
<S> <C> <C> <C> <C>
For 68,507,374 87,820,752 878,207,520 946,714,894
Against 24,927,162 234,432 2,344,320 27,271,482
Abstain 331,619 2,550 25,500 357,119
</TABLE>
(3) To ratify the appointment of Ernst & Young LLP as the
independent auditors for the Company for the fiscal year
ending December 31, 2000.
<TABLE>
<CAPTION>
Class A Shares Class B Shares Class B Votes Total Votes
-------------- -------------- ------------- -----------
<S> <C> <C> <C> <C>
For 93,463,285 88,055,184 880,551,840 974,015,125
Against 69,789 -- -- 69,789
Abstain 233,081 2,550 25,500 258,581
</TABLE>
38
<PAGE> 41
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
On June 2, 2000 the Company filed a report on Form 8-K
relating to its agreement to acquire Pivotal Technologies Corp. and the
completion of that acquisition.
On June 14, 2000 the Company filed a report on Form 8-K
relating to its agreement to acquire Innovent Systems, Inc.
On June 30, 2000 the Company filed a report on Form 8-K to
provide selected unaudited pro forma combined financial data giving
effect to the business combination between the Company and Pivotal
Technologies Corp.
39
<PAGE> 42
SIGNATURES
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.
BROADCOM CORPORATION,
A CALIFORNIA CORPORATION
(Registrant)
August 14, 2000 /s/ WILLIAM J. RUEHLE
------------------------------------------
William J. Ruehle
Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ SCOTT J. POTERACKI
------------------------------------------
Scott J. Poteracki
Corporate Controller and Senior Director
of Finance (Principal Accounting Officer)
40
<PAGE> 43
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
27.1 Financial Data Schedule
