Management`s Discussions: 10-Q, QUALCOMM INC 1 of 2
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Company Name: QUALCOMM INC (SYMBOL:QCOM)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
This information should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in Item 1 of Part I of this Quarterly Report and the audited consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations for the year ended September 24, 2000 contained in the Company's 2000 Annual Report on Form 10-K.
Except for the historical information contained herein, the following discussion contains forward-looking statements that involve risks and uncertainties. QUALCOMM's future results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, but are not specifically limited to: potential declines in the rate of growth in the CDMA subscriber base; risks associated with the scale-up, acceptance and operations of CDMA systems, including high data rate, now known as cdma2000 1xEV (previously HDR), and 3G technology; potential component shortages including shortage of supplier manufacturing capacity; risks associated with strategic opportunities or acquisitions, divestitures and investments the Company may pursue, including investments in new ventures and operators, and the proposed spin-off of its integrated circuit and system software business; risks relating to the success of the Globalstar business; developments in current or future litigation; the ability to develop and introduce cost effective new products in a timely manner; the Company's ability to effectively manage growth; the intense competition in the wireless communications industry; risks associated with the timing and collection of license fees and royalties; risks associated with international business activities; risks associated with macroeconomic trends worldwide; and risks related to accounts receivable and finance receivables, as well as the other risks detailed in the Company's Form 10-K for fiscal year ended September 24, 2000. The Company's consolidated financial data includes SnapTrack, Inc. and other consolidated subsidiaries of the Company.
OVERVIEW
QUALCOMM designs, develops, manufactures and markets digital wireless communications products and services based on its CDMA and other technologies. The Company licenses and receives royalty payments on its CDMA technology from major domestic and international telecommunications equipment suppliers. QUALCOMM is a leading developer and supplier worldwide of CDMA-based wireless communication integrated circuits and system software solutions for voice and data communications products and services. In addition, the Company designs, manufactures and distributes products and provides services for its OmniTRACS system. On July 25, 2000, QUALCOMM announced the proposed spin-off and initial public offering (IPO) of its integrated circuits and system software solutions business. In connection with this announcement, QUALCOMM filed a Current Report on Form 8-K dated July 25, 2000. Given current uncertainties in the financial markets, the Company is evaluating the need for and timing of an IPO. Regardless of the IPO decision, the Company continues to plan for the spin-off and full distribution of the shares of QUALCOMM Spinco, Inc. (QUALCOMM Spinco), a wholly-owned subsidiary of QUALCOMM formed as part of the proposed spin-off, expected to occur by the fall of 2001, subject to approval by QUALCOMM's Board of Directors and other factors.
The Company has contracts with Globalstar LP (Globalstar) to design, develop and manufacture subscriber products and ground communications equipment. On January 16, 2001, Globalstar announced that, in order to have sufficient funds available for the continued progress of its marketing and service activities, it has suspended indefinitely principal and interest payments on all of its debt, including its vendor financing obligations. As a result, Globalstar did not make an approximate $22 million payment for principal and interest due to QUALCOMM on January 15, 2001. Globalstar also announced the retention of a financial adviser to assist in developing future initiatives, including
restructuring Globalstar's debt, identifying funding opportunities and pursuing other strategic alternatives. As a result of these recent developments, QUALCOMM has assessed the recoverability of all assets and considered probable exposures related to the Globalstar business. The Company has recorded charges of $48 million in cost of revenues, $481 million in asset impairment and related charges, $10 million in investment expense and $57 million in other non-operating charges related primarily to the impairment of certain assets. At December 31, 2000, the Company has approximately $56 million in net assets remaining, primarily consisting of certain finance receivables, accounts receivable, inventory and fixed assets related to the Globalstar business. The Company also decided to not recognize revenue on business with Globalstar before cash is received starting in the first quarter of fiscal 2001 until the collectibility of receivables can be reasonably assured. The Company expects its Globalstar-related revenues to be significantly lower for the balance of fiscal 2001 than the comparable periods of the prior year despite on-going sales of equipment and services to support both continued operations and the addition of high-speed data capability.
The Company intends to continue its strategic investment activities to promote the worldwide adoption of CDMA products and the growth of CDMA-based wireless data and CDMA-based wireless Internet products and solutions. In general, the Company enters into strategic relationships with CDMA carriers and companies that have developed or are developing innovative technologies or products for the wireless industry. QUALCOMM enters into joint ventures with strategic partners that are designed to increase wireless usage and dependence on wireless devices. As part of these investment activities, QUALCOMM may provide financing to facilitate the marketing and sale of CDMA equipment by authorized suppliers. QUALCOMM also, from time-to-time, makes investments in entities such as venture funds or incubators focused on the wireless market. In November 2000, QUALCOMM announced the formation of QUALCOMM Ventures, an organization that will make strategic investments in early stage companies globally to support the adoption of CDMA and use of the wireless Internet. QUALCOMM made a $500 million commitment to this strategic initiative that is expected to be invested over a period of four years. Most of the Company's strategic investments are illiquid securities that have a high degree of risk. Such securities generally will not become liquid until more than one year from the date of investment, if at all. To the extent that such investments do become liquid, QUALCOMM will attempt to make regular periodic sales that will be recognized in net investment income. It is likely that some portion of these investments will never become liquid and that QUALCOMM may be required to recognize losses from time to time in the future as it determines that impairment in the value of particular investments have become other than temporary.
In October 2000, the Company agreed to invest $200 million in the convertible preferred shares of Inquam Limited (Inquam). Inquam was formed to acquire, own, develop and manage wireless telecommunication systems, either directly or indirectly, with the primary intent of deploying CDMA-based technology. See "Notes to Condensed Consolidated Financial StatementsNote 5 Investments in Other Entities."
In December 2000, QUALCOMM announced a new CDMA license program designed to allow selected early stage companies to issue equity to QUALCOMM as a means of paying part of the up-front fees payable under QUALCOMM's CDMA license agreements. The Company records license fee revenues based on the fair value of the equity instruments received. The measurement date for determination of fair value is the earlier of the date on which the parties sign a written agreement documenting a commitment to perform or the date at which the performance is complete. The evaluation procedures used to determine fair value include, but are not limited to, examining the current market price for the shares if the licensee is publicly traded, examining recent rounds of financing and the licensee's business plan if not publicly traded, and performing other due diligence procedures. The new program will not affect the ongoing royalties payable under QUALCOMM's CDMA license agreements.
In December 2000, the Company announced the formation of a Korean partnership fund, QUALCOMM/Hansol iV CDMA Fund, with Hansol i Ventures Co., Ltd. to invest in Korean start-up companies engaged in the development and commercialization of CDMA products to support the adoption of CDMA and the use of the wireless Internet. See "Notes to Condensed Consolidated Financial StatementsNote 5Investments in Other Entities."
In December 2000, the Company and an investor in CDMA telecommunications operators in Latin America executed a Term Loan Agreement in which the Company agreed to provide $230 million of convertible debt financing, including $30 million for capitalized interest. See "Notes to Condensed Consolidated Financial StatementsNote 8Commitments and Contingencies."
On January 22, 2001, the Company entered into a senior secured credit facility with Leap Wireless International, Inc. (Leap Wireless) in the amount of $125 million. Under the agreement, the Company expects to transfer a $125 million Auction Discount Voucher to Leap Wireless to support its spectrum acquisition activities in the FCC's current auction of PCS spectrum. The facility is expected to be repaid in a lump sum payment, including principal and accrued interest, no later than five years after the date of the initial draw. The facility bears interest at a variable rate, to be determined based on the collateral provided to the Company.
The Company was required to adopt Statement of Financial Accounting Standards No. 133 (FAS 133), "Accounting for Derivative Instruments and Hedging Activities" as of the beginning of fiscal 2001. FAS 133 requires certain derivative instruments to be recorded at fair value. After adoption of FAS 133, unrealized gains and losses on these derivative instruments are recorded in the income statement. The Company recorded a $129 million gain, net of taxes, as the cumulative effect of the change in accounting principle as of the beginning of fiscal 2001. The cumulative effect of the accounting change related primarily to the recognition of the unrealized gain on a warrant to purchase 4,500,000 shares of Leap Wireless common stock issued to the Company in connection with its spin-off of Leap Wireless in September 1998. Additionally, the Company recorded $160 million in pre-tax unrealized losses on derivative instruments during the first quarter of fiscal 2001, primarily resulting from a decline in the market price of Leap Wireless stock which reduced the fair value of the Leap Wireless warrant. The new requirement to record unrealized gains and losses on these instruments in the income statement may cause substantial quarterly and annual fluctuations in operating results due to stock market volatility. See "Notes to Condensed Consolidated Financial StatementsNote 1Basis of Presentation" and "Item 3. Quantitative and Qualitative Disclosure About Market Risk."
FIRST QUARTER OF FISCAL 2001 COMPARED TO FIRST QUARTER OF FISCAL 2000
Total revenues for the first quarter of fiscal 2001 were $684 million compared to $1,120 million for the first quarter of fiscal 2000. Total revenues for the first quarter of fiscal 2000 included $356 million in revenue related to the terrestrial-based CDMA wireless consumer phone business which was sold in February 2000. Excluding the revenue of the business sold from the first quarter of fiscal 2000, total revenues decreased by $80 million in the first quarter of fiscal 2001. The decrease is primarily attributable to the decision to not recognize revenue on business with Globalstar before cash is received, lower shipments of Globalstar portable and fixed phones to service providers, a decrease in OmniTRACS domestic unit shipments, and decreases in average selling prices of integrated circuits, offset by increased royalties and license fees and higher OmniTRACS messaging revenue. Revenue from two customers of the QCT and QTL segments, Kyocera Wireless Corp. (Kyocera) and Samsung Electronics Company (Samsung), comprised an aggregate of 16% and 14% of total revenues in the first quarter of 2001, respectively, compared to an aggregate of 11% of total revenues from Samsung in the first quarter of fiscal 2000.
Cost of revenues for the first quarter of fiscal 2001 was $296 million compared to $649 million for the first quarter of fiscal 2000. Total cost of revenues for the first quarter of fiscal 2000 included
$318 million in cost of revenues related to the terrestrial-based CDMA wireless consumer phone business which was sold in February 2000. Excluding the cost of revenues of the business sold from the first quarter of fiscal 2000, total cost of revenues decreased by $35 million in the first quarter of fiscal 2001, and cost of revenues as a percentage of revenues was 43% for the first quarter of fiscal 2001 and 43% for the first quarter of fiscal 2000. Although the percentage of revenues remained consistent, the decision to not recognize revenue on business with Globalstar before cash is received negatively affected margin, but the effect was offset by a higher percentage of revenues from royalties and license fees and OmniTRACS messaging services. Cost of revenues as a percentage of revenues may fluctuate in future quarters depending on the mix of products sold and services provided, royalties and license fees earned, competitive pricing, new product introduction costs and other factors.
For the first quarter of fiscal 2001, research and development expenses were $86 million or 13% of revenues, compared to $83 million or 7% of revenues for the first quarter of fiscal 2000. The dollar and percentage increases in research and development expenses were primarily due to increased integrated circuit product initiatives to support high-speed wireless Internet applications and mobile data applications, including new cdma2000 1xEV products and position location technologies, offset by a decrease in terrestrial-based CDMA wireless consumer phone research and development as a result of exiting this business in February 2000.
For the first quarter of fiscal 2001, selling, general and administrative expenses were $80 million or 12% of revenues, compared to $102 million or 9% of revenues for the first quarter of fiscal 2000. The dollar decrease in selling, general and administrative expenses from the first quarter of fiscal 2000 was due to a decrease in marketing costs for terrestrial-based CDMA wireless consumer phone products as a result of the sale of the business in February 2000. The percentage increase is primarily due to expanded international business in China and other regions and higher advertising and trade show expenses related to the expansion of the integrated circuit customer base and product portfolio.
Amortization of goodwill and other acquisition-related intangible assets was $63 million for the first quarter of fiscal 2001 primarily related to the acquisition of SnapTrack in March 2000. See "Notes to Condensed Consolidated Financial StatementsNote 2Acquisitions."
For the first quarter of fiscal 2001, asset impairment and related charges were $481 million, compared to $26 million for the first quarter of fiscal 2000. Asset impairment and related charges during the first quarter of fiscal 2001 were comprised primarily of charges related to certain assets that management has determined are impaired and other charges related to the Globalstar business. Asset impairment and related charges during the first quarter of fiscal 2000 were comprised primarily of charges to reflect the estimated difference between the carrying value of the net assets and the consideration received from Kyocera related to the sale of the terrestrial-based CDMA wireless consumer phone business, less costs to sell.
For the first quarter of fiscal 2001, other operating expenses were $69 million related to an arbitration decision against the Company.
Interest expense was $9 million for the first quarter of fiscal 2001, compared to $3 million for the first quarter fiscal 2000. The increase was due to $8 million in interest charges resulting from an arbitration decision against the Company, offset by lower interest expense resulting from decreased bank borrowings.
Net investment expense was $232 million for the first quarter of fiscal 2001 compared to net investment income of $36 million for the first quarter of fiscal 2000. The decrease was primarily due to $160 million in unrealized losses on derivative instruments in accordance with FAS 133, $144 million in unrealized losses related to other than temporary impairment of marketable securities, and a $10 million charge related to the recognition of an other than temporary loss on the Company's investment in Globalstar Telecommunications, Ltd., offset by a $27 million increase in interest income,
primarily related to interest earned on finance receivables and higher cash balances and interest rates, and an $18 million increase in realized gains on the sale of marketable securities.
For the first quarter of fiscal 2001, there were no distributions on Trust Convertible Preferred Securities due to the conversion of all remaining Trust Convertible Preferred Securities into common stock during the second quarter of fiscal 2000. This is compared to $11 million in distributions for the first quarter of fiscal 2000. See "Liquidity and Capital Resources."
For the first quarter of fiscal 2001, the Company recorded $57 million in other nonoperating charges to write down the recorded values of a note receivable from and warrants to acquire partnership interests in Globalstar to their estimated fair values.
The income tax benefit was $330 million for the first quarter of fiscal 2001 compared to an income tax expense of $105 million for the first quarter of fiscal 2000. The annual effective tax rate is expected to be 48% for fiscal 2001, compared to 44% for fiscal 2000. The higher tax rate is primarily a result of lower pre-tax earnings relative to nondeductible charges. The Company has provided a valuation allowance on its net deferred tax assets because of uncertainty regarding their realizability due to the expectation that deductions from future employee stock option exercises and related deductions will exceed future taxable income. The Company's valuation allowance against net deferred tax assets has been increased by $420 million in the first quarter of fiscal 2001 and was reflected as a reduction of stockholders' equity.
The Company recorded a $129 million gain, net of taxes, in the first quarter of fiscal 2001 as the cumulative effect of a change in accounting principle at September 25, 2000. The cumulative effect of the accounting change related primarily to the unrealized gain on a warrant to purchase 4,500,000 shares of Leap Wireless International, Inc. (Leap Wireless) common stock issued to the Company in connection with its spin-off of Leap Wireless in September 1998. See "Notes to Condensed Consolidated Financial StatementsNote 1Basis of Presentation."
QUALCOMM SEGMENT RESULTS FOR THE FIRST QUARTER OF FISCAL 2001 COMPARED TO FIRST
QUARTER OF FISCAL 2000
The following should be read in conjunction with the first quarter financial results of fiscal 2001 for each reporting segment. See "Notes to Condensed Consolidated Financial StatementsNote 9Segment Information."
CDMA TECHNOLOGIES SEGMENT (QCT)
QCT segment revenues for the first quarter of fiscal 2001 were $330 million compared to $352 million for the first quarter of fiscal 2000. Earnings before taxes for the first quarter of fiscal 2001 were $84 million compared to $128 million for the first quarter of fiscal 2000. Revenues decreased primarily due to a decrease in average selling prices of integrated circuits. The decrease in earnings before taxes was due to increased research and development primarily associated with new integrated circuit product and technology initiatives to support high-speed wireless Internet access and mobile data applications, including cdma2000 1xEV (HDR), position location, Bluetooth and multimedia capabilities, and marketing and advertising expenses. Approximately 15 million MSM integrated circuits were sold during the first quarter of fiscal 2001, compared to approximately 15 million for the first quarter of fiscal 2000. The Company anticipates shipments in the second quarter of fiscal 2001 to be constrained by a capacity limitation at one of its suppliers. The Company expects the supply constraint to be substantially resolved by the third quarter of fiscal 2001.
TECHNOLOGY LICENSING SEGMENT (QTL)
QTL segment revenues for the first quarter of fiscal 2001 were $223 million compared to $178 million for the first quarter of fiscal 2000. Earnings before taxes for the first quarter of fiscal 2001 were $142 million compared to $163 million for the first quarter of fiscal 2000. Growth in revenues was primarily due to increased royalty revenues resulting from an increase in worldwide demand for products based on CDMA technologies, and significant license fees related to the expansion of existing licenses to include third generation systems, such as WCDMA, cdma2000 and TD-SCDMA, and new license agreements. The decrease in earnings before taxes was due to a $69 million charge resulting from an arbitration decision against the Company. Excluding the arbitration judgment, earnings before taxes for the first quarter of fiscal 2001 would have been $211 million compared to $163 million for the first quarter of fiscal 2000.
WIRELESS SYSTEMS SEGMENT (QWS)
QWS segment revenues for the first quarter of fiscal 2001 were $93 million compared to $215 million for the first quarter of fiscal 2000. QWS recorded a loss before taxes for the first quarter of fiscal 2001 of $588 million compared to earnings before taxes of $66 million for the first quarter of fiscal 2000. Revenues and earnings decreased primarily due to asset impairment and other charges related to the Globalstar business totaling $595 million, the decision to not recognize revenue on business with Globalstar before cash is received, lower shipments of Globalstar portable and fixed phones to service providers, a decrease in OmniTRACS domestic unit demand, offset by an increase in OmniTRACS messaging services revenue. The Company shipped approximately 10,000 OmniTRACS and other related communication systems during the first quarter of fiscal 2001, compared to approximately 14, 000 in the first quarter of fiscal 2000. The decrease in unit shipments is due to higher fuel prices and domestic economic conditions affecting the long-haul trucking industry. The Company shipped approximately 2,000 Globalstar portable and fixed phones in the first quarter of fiscal 2001 compared to 29,000 in the first quarter of fiscal 2000, for a cumulative total of approximately 101,000 Globalstar portable and fixed phone units shipped since production began in September 1999. The decrease in unit shipments is due to the slow ramp-up of subscriber growth realized by the Globalstar service providers.
LIQUIDITY AND CAPITAL RESOURCES
The Company anticipates that its cash and cash equivalents and marketable securities balances of $2,410 million at December 31, 2000, including interest to be earned thereon, will be used to fund its working and other capital requirements, including investments in other companies and other assets to support the growth of its business, financing for customers of CDMA infrastructure products in accordance with the agreement with Ericsson, financing under agreements with CDMA telecommunications operators, and other commitments. In the event additional needs for cash arise, the Company may raise additional funds from a combination of sources including potential debt and equity issuance. On July 25, 2000, QUALCOMM Spinco filed a Registration Statement on Form S-1 related to its proposed IPO. Given current uncertainties in the financial markets, the Company is evaluating the need for and timing of an IPO. If an IPO occurs, QUALCOMM Spinco would add the net proceeds of the offering to funds available for working capital and general corporate purposes, including product development and selling and marketing.
The Company had an unsecured credit facility under which banks were committed to make up to $400 million in revolving loans to the Company, maturing in March 2001. At December 31, 2000, there were no amounts or letters of credit issued or outstanding under the facility. Effective January 26, 2001, QUALCOMM terminated this facility.
In the first quarter of fiscal 2001, $254 million in cash was provided by operating activities, compared to $81 million in cash provided by operating activities in the first quarter of fiscal 2000. Cash provided by operating activities in the first quarter of fiscal 2001 and fiscal 2000 includes $348 million and $350 million, respectively, of net cash flow provided by operations offset by $94 million and $269 million, respectively, of net working capital requirements. Net working capital requirements for the first quarter of fiscal 2001 primarily reflect an increase in finance receivables and inventories and a reduction in payroll, benefits and other current liabilities, offset by a decrease in accounts receivable. |