EX-99.1 2 a08-7409_1ex99d1.htm EX-99.1

 

Exhibit 99.1

 

Marvell Technology Group Ltd. Reports Fourth Quarter and

Fiscal 2008 Results

 

Marvell Achieves Record Revenues for FY2008, Up 36 Percent on Prior Year

 

GAAP Net Income of $1.3 Million versus Net Loss of $141 Million in Prior Year

 

For further information, contact:

 

Jeff Palmer

Diane Vanasse

Investor Relations

Public Relations

408-222-8373

408-242-0027

jpalmer@marvell.com

dvanasse@marvell.com

 

Santa Clara, California (March 6, 2008) — Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, communications, and consumer silicon solutions, today reported financial results for its fourth quarter and fiscal year ended February 2, 2008.

 

Net revenue for the fourth quarter of fiscal 2008 was a record $845 million, an increase of 36% over net revenue of $622 million for the fourth quarter of fiscal 2007 and an 11% sequential increase from net revenue of $758 million for the third quarter of fiscal 2008.  Net income under generally accepted accounting principles (GAAP) was $1.3 million, or $0.00 per share (diluted), for the fourth quarter of fiscal 2008 compared with net loss under GAAP of $140.6 million, or $0.24 per share (diluted), for the fourth quarter of fiscal 2007 and net loss under GAAP of $6.4 million, or $0.01 per share (diluted), for the third quarter of fiscal 2008.  Shares used to compute GAAP net income per share (diluted), for the fourth quarter ended February 2, 2008 increased to 627 million shares compared with 587 million shares used to compute GAAP net loss per share (diluted) for the fourth quarter ended January 27, 2007 and 591 million shares used to compute GAAP net loss per share (diluted) for the third quarter ended October 27, 2007.

 

Marvell has reached a tentative settlement with the plaintiffs in the previously disclosed federal derivative lawsuits related to historical stock option practices.  The Company has accrued $16 million in its fourth quarter 2008 financial statements related to anticipated payments pursuant to the tentative settlement.  The tentative settlement requires court

 

 



 

approval before it becomes final.  Marvell anticipates that the parties will finalize and submit formal settlement documentation to the court in the next few months.

 

“We are pleased with our financial performance this quarter and believe we have turned the corner on improving our profitability,” stated Dr. Sehat Sutardja, Marvell’s President and CEO.  “Marvell achieved record revenues during fiscal 2008, putting us on track to achieve a better than $3 billion annual run rate.  Our improved operating margins and earnings per share on a pro forma basis demonstrate clear focus on controlling operating costs.  The better than anticipated sales trends during the fourth fiscal quarter was due to strong demand for our system-on-a-chip products for the storage market, better than expected demand for our enterprise-class communication products and better than seasonal demand for our cellular products.  The results demonstrate successful investment in a broad range of technologies and our ability to integrate these technologies into superior products across many markets.”

 

Net revenue for the year ended February 2, 2008 was $2,895 million, an increase of 29% over net revenue of $2,238 million for the year ended January 27, 2007.  The increase in net revenue during fiscal 2008 is primarily attributable to sales of cellular and wireless communications products.  Net loss under GAAP was $114.4 million or $0.19 per share (diluted) for the year ended February 2, 2008 compared with net loss under GAAP of $12.1 million or $0.02 per share (diluted) for the year ended January 27, 2007.

 

Marvell reports net income (loss) and basic and diluted net income (loss) per share in accordance with GAAP and additionally on a non-GAAP basis.  A discussion of Marvell’s use of these non-GAAP financial measures is set forth below, and reconciliations of GAAP net income (loss) to non-GAAP net income for the three months ended February 2, 2008, October 27, 2007 and January 27, 2007 and year ended February 2, 2008 and January 27, 2007, respectively, appear in the financial statements portion of this releaseNon-GAAP net income, where applicable, excludes the effect of stock-based compensation, amortization of acquired intangible assets, restructuring costs and cumulative effect of change in accounting principle.

 

2



 

Non-GAAP net income increased to $122.9 million, or $0.20 per share (diluted) for the fourth quarter of fiscal 2008, a 495% increase as compared with non-GAAP net income of $20.7 million, or $0.03 per share (diluted), for the fourth quarter of fiscal 2007 and an increase of 43% over non-GAAP net income of $86.2 million, or $0.14 per share (diluted) for the third quarter of fiscal 2008.  The improvement in non-GAAP net income during the fourth quarter of fiscal 2008 was primarily due to better than anticipated revenue growth of storage and Ethernet connectivity products.  Shares used to compute non-GAAP net income per diluted share for the fourth quarter of fiscal 2008 was 627 million shares compared with 634 million shares for the fourth quarter of fiscal 2007 and 631 million shares for the third quarter of fiscal 2008.

 

Non-GAAP gross margin for the fourth quarter of fiscal 2008 was 48.7% as compared to non-GAAP gross margin of 48.3% for the third quarter of fiscal 2008 and non-GAAP gross margin of 48.2% for the fourth quarter of fiscal 2007.

 

Non-GAAP net income was $280.1 million, or $0.44  per share (diluted) for the year ended February 2, 2008, compared with non-GAAP net income of $359.0 million, or $0.56 per share (diluted) for the year ended January 27, 2007.  The decline in non-GAAP net income during fiscal 2008 versus fiscal 2007 is primarily due to the integration of the Intel Communication-Applications Processor group into the Marvell organization.  Shares used in computing non-GAAP net income per share for the year ended February 2, 2008 decreased to 630 million shares compared with 638 million shares for the year ended January 27, 2007.

 

Non-GAAP gross margin for fiscal 2008 was 48.8% compared to non-GAAP gross margin for fiscal 2007 of 51.3%.

 

Marvell will be conducting a conference call today at 1:45 p.m. PST to discuss its fourth quarter business.  The call is being webcast by Thomson/CCBN and can be accessed at Marvell’s web site at www.marvell.com.  The webcast is also being distributed through Thomson StreetEvents Network.  Individual investors can listen to the call at www.earnings.com, Thomson’s individual investor portal, powered by StreetEvents.  Institutional investors can access the call via Thomson StreetEvents (www.streetevents.com), a password-protected event management site.  The

 

3



 

conference call will also be available via the web at www.marvell.com. Please visit the Investor Events section.  Replay on the Internet will be available until March 6, 2009.

 

Discussion of Non-GAAP Financial Measures

 

Non-GAAP net income consists of net income (loss) excluding stock-based compensation expense as well as charges related to acquisitions and other charges and gains that are driven primarily by discrete events that management does not consider to be directly related to the company’s core operating performance. Non-GAAP net income per share is calculated by dividing non-GAAP net income by adjusted GAAP weighted average shares outstanding (diluted). For purposes of calculating non-GAAP net income per share, the calculation of GAAP weighted average shares outstanding (diluted) is adjusted to exclude the benefits of compensation costs attributable to future services and not yet recognized in the financial statements that are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method and also includes the dilutive/antidilutive effects of warrants, common stock options and restricted stock.

 

Marvell believes that the presentation of non-GAAP net income and non-GAAP net income per share provides important supplemental information to management and investors regarding financial and business trends relating to the company’s financial condition and results of operations. While Marvell uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, Marvell does not consider these measures to be a substitute for, or superior to, the information provided by GAAP financial measures. Consistent with this approach, Marvell believes that disclosing non-GAAP financial measures to the readers of its financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance. For further information regarding why Marvell believes that these non-GAAP measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the company’s Current Report on Form 8-K filed today with the SEC. The Form 8-K is available on the SEC’s website

 

4



 

at www.sec.gov as well as on the Marvell website in the Investors Relations section at www.marvell.com.

 

About Marvell

 

Marvell (NASDAQ: MRVL) is a leader in storage, communications and consumer silicon solutions.  The Company’s diverse product portfolio includes switching, transceiver, communications controller, wireless, and storage solutions that power the entire communications infrastructure, including enterprise, metro, home, and storage networking.  As used in this release, the terms “Company” and “Marvell” refer to Marvell Technology Group Ltd. and its subsidiaries, including Marvell Semiconductor, Inc. (MSI), Marvell Asia Pte Ltd (MAPL), Marvell Japan K.K., Marvell Taiwan Ltd., Marvell International Ltd. (MIL), Marvell U.K. Limited, Marvell Semiconductor Israel Ltd. (MSIL), Marvell Software Solutions Israel, Ltd., and Marvell Semiconductor Germany GmbH.  MSI is headquartered in Santa Clara, Calif., and designs, develops and markets products on behalf of MIL and MAPL.  MSI may be contacted at (408) 222-2500 or at www.marvell.com.

 

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995:

 

This release contains forward-looking statements based on projections and assumptions about our products and our markets.  Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” and their variations identify forward-looking statements.  Statements that refer to, or are based on projections, uncertain events or assumptions also identify forward-looking statements.  These statements include statements regarding our annual run rate, our ability to monetize our investments, our ability to efficiently integrate technologies, and our anticipated settlement with the plaintiffs in the previously disclosed federal derivative lawsuits related to historical stock option practices. These statements are not guarantees of results and are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements.  When Marvell files its Form 10-K for the fourth quarter of fiscal 2008, the financial statements may differ from the results disclosed in this press release because judgments and estimates that management used in preparing the financial results reported in this press release may need to be updated to the date of the filing. The Company’s results also remain subject to review by the Company’s independent registered public accounting firm. For other factors that could cause Marvell’s results to vary from expectations, please see the risk factors identified in the Marvell’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as filed with the Securities and Exchange Commission and other factors detailed from time to time in Marvell’s filings with the Securities and Exchange Commission. Marvell undertakes no obligation to revise or update publicly any forward-looking statements.

 

Marvell® and the Marvell logo are trademarks of Marvell.

 

5



 

Marvell Technology Group Ltd.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

February 2,

 

October 27,

 

January 27,

 

February 2,

 

January 27,

 

 

 

2008

 

2007

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

$

844,686

 

$

758,246

 

$

621,974

 

$

2,894,693

 

$

2,237,553

 

Cost of goods sold

 

438,640

 

396,209

 

324,843

 

1,497,796

 

1,100,241

 

Gross profit

 

406,046

 

362,037

 

297,131

 

1,396,897

 

1,137,312

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Research and development and other

 

266,464

 

252,205

 

223,399

 

988,996

 

658,211

 

Selling and marketing

 

60,504

 

46,423

 

60,099

 

211,261

 

176,103

 

General and administrative

 

48,340

 

32,537

 

35,480

 

138,640

 

114,154

 

Amortization and write-off of acquired
of acquired intangible assets (a)

 

43,810

 

37,311

 

37,826

 

155,734

 

109,987

 

Acquired in-process research and development

 

 

 

77,800

 

 

77,800

 

Restructuring

 

7,856

 

 

 

7,856

 

 

Total operating expenses

 

426,974

 

368,476

 

434,604

 

1,502,487

 

1,136,255

 

Operating (loss) income

 

(20,928

)

(6,439

)

(137,473

)

(105,590

)

1,057

 

Interest and other income (expense), net (b)

 

18,864

 

(6,048

)

(2,003

)

(2,654

)

13,549

 

(Loss) income before income taxes

 

(2,064

)

(12,487

)

(139,476

)

(108,244

)

14,606

 

(Benefit) provision benefit for income taxes

 

(3,357

)

(6,051

)

1,109

 

6,183

 

35,547

 

Income (loss) before change in accounting principle

 

1,293

 

(6,436

)

(140,585

)

(114,427

)

(20,941

)

Cumulative effect of change in accounting
principle, net of tax effect

 

 

 

 

 

8,846

 

Net income (loss)

 

$

1,293

 

$

(6,436

)

$

(140,585

)

$

(114,427

)

$

(12,095

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before change in accounting
principle, net of tax effect

 

$

0.00

 

$

(0.01

)

$

(0.24

)

$

(0.19

)

$

(0.04

)

Cumulative effect of change in accounting
principle, net of tax effect

 

 

 

 

 

0.02

 

Basic net income (loss) per share

 

$

0.00

 

$

(0.01

)

$

(0.24

)

$

(0.19

)

$

(0.02

)

Shares used in basic per share computation

 

595,512

 

590,759

 

587,424

 

590,308

 

586,152

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before change in accounting
principle, net of tax effect

 

$

0.00

 

$

(0.01

)

$

(0.24

)

$

(0.19

)

$

(0.04

)

Cumulative effect of change in accounting
principle, net of tax effect

 

 

 

 

 

0.02

 

Diluted net income (loss) per share

 

$

0.00

 

$

(0.01

)

$

(0.24

)

$

(0.19

)

$

(0.02

)

Shares used in diluted per share computation

 

626,699

 

590,759

 

587,424

 

590,308

 

586,152

 

 

 

 

 

 

 

 

 

 

 

 

 

(a) Write-off of acquired intangible assets

 

$

7,232

 

$

 

$

 

$

7,232

 

$

 

(b) Consists of:

 

 

 

 

 

 

 

 

 

 

 

Interest expense on term loan and capital lease

 

$

(8,898

)

$

(8,873

)

$

(8,253

)

$

(34,666

)

$

(10,207

)

Interest expense on supply agreement

 

(1,165

)

(1,645

)

 

(5,833

)

 

Interest income, foreign exchange and other

 

28,927

 

4,470

 

6,250

 

37,845

 

23,756

 

 

 

$

18,864

 

$

(6,048

)

$

(2,003

)

$

(2,654

)

$

13,549

 

 

6



 

Marvell Technology Group Ltd.

Reconciliation of Non-GAAP Adjustments

(Unaudited)

(In thousands, except per share amounts)

 

Reconciliation of GAAP net income (loss) to non-GAAP net income:

 

 

 

Three Months Ended

 

Year Ended

 

 

 

February 2,

 

October 27,

 

January 27,

 

February 2,

 

January 27,

 

 

 

2008

 

2007

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss)

 

$

1,293

 

$

(6,436

)

$

(140,585

)

$

(114,427

)

$

(12,095

)

Stock-based compensation included in:

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

4,911

 

4,326

 

2,842

 

15,530

 

11,339

 

Research and development and other

 

45,627

 

39,989

 

28,478

 

152,249

 

121,481

 

Selling and marketing

 

13,925

 

6,949

 

7,254

 

39,022

 

30,452

 

General and administrative

 

5,497

 

4,092

 

7,053

 

24,179

 

28,849

 

Amortization and write-off of acquired intangible assets

 

43,810

 

37,311

 

37,826

 

155,734

 

109,987

 

Acquired in-process research and development

 

 

 

77,800

 

 

77,800

 

Restructuring

 

7,856

 

 

 

7,856

 

 

Cumulative effect of change in accounting principle

 

 

 

 

 

(8,846

)

Non-GAAP net income

 

$

122,919

 

$

86,231

 

$

20,668

 

$

280,143

 

$

358,967

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP weighted average shares - diluted

 

626,699

 

590,759

 

587,424

 

590,308

 

586,152

 

Non-GAAP adjustment

 

542

 

39,854

 

46,506

 

40,160

 

51,507

 

Non-GAAP weighted average shares diluted (b)

 

627,241

 

630,613

 

633,930

 

630,468

 

637,659

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted net income (loss) per share

 

$

0.00

 

$

(0.01

)

$

(0.24

)

$

(0.19

)

$

(0.02

)

Non-GAAP diluted net income per share (a)

 

$

0.20

 

$

0.14

 

$

0.03

 

$

0.44

 

$

0.56

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP gross margin

 

48.1

%

47.7

%

47.8

%

48.3

%

50.8

%

Non-GAAP gross margin

 

48.7

%

48.3

%

48.2

%

48.8

%

51.3

%


(a)  Non GAAP net income per share is calculated by dividing non-GAAP net income by non-GAAP weighted average shares diluted.

 

(b)  For purposes of calculating non-GAAP net income per share, the GAAP diluted weighted average shares outstanding is adjusted to exclude the benefits of SFAS 123R compensation costs attributable to future services and not yet recognized in the financial that are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury method and also includes the dilutive/antidilutive effects of warrants, common stock options and restricted stock.

 

7



 

Marvell Technology Group Ltd.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)

 

 

 

February 2,

 

January 27,

 

 

 

2008

 

2007

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash, cash equivalents and short-term investments

 

$

630,903

 

$

596,380

 

Accounts receivable, net

 

332,020

 

328,283

 

Inventory

 

419,493

 

247,403

 

Prepaid expenses and other current assets

 

121,325

 

175,969

 

Total current assets

 

1,503,741

 

1,348,035

 

Property and equipment, net

 

416,241

 

440,943

 

Long-term investments

 

45,628

 

 

Goodwill and acquired intangible assets

 

2,427,877

 

2,558,363

 

Other non current assets

 

157,107

 

180,359

 

Total assets

 

$

4,550,594

 

$

4,527,700

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

231,135

 

$

240,497

 

Accrued liabilities

 

241,062

 

377,744

 

Income taxes payable

 

39,132

 

29,078

 

Deferred income

 

69,420

 

46,459

 

Current portion of capital lease obligations

 

2,463

 

17,408

 

Total current liabilities

 

583,212

 

711,186

 

Capital lease obligations

 

4,238

 

17,096

 

Term loan obligations

 

390,750

 

394,750

 

Other long-term liabilities

 

160,875

 

177,484

 

Total liabilities

 

1,139,075

 

1,300,516

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock

 

1,200

 

1,175

 

Additional paid-in capital

 

4,100,659

 

3,802,509

 

Accumulated other comprehensive income

 

615

 

28

 

Accumulated deficit

 

(690,955

)

(576,528

)

Total shareholders’ equity

 

3,411,519

 

3,227,184

 

Total liabilities and shareholders’ equity

 

$

4,550,594

 

$

4,527,700

 

 

8



 

Marvell Technology Group Ltd.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

 

 

 

Three Months Ended

 

Year Ended

 

 

 

February 2,

 

October 27,

 

January 27,

 

February 2,

 

January 27,

 

 

 

2008

 

2007

 

2007

 

2008

 

2007

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,293

 

$

(6,436

)

$

(140,585

)

$

(114,427

)

$

(12,095

)

Adjustments to reconcile net income (loss) to net cash provided
by operating activities:

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect of change in accounting principle, net

 

 

 

 

 

(8,846

)

Depreciation and amortization

 

27,008

 

26,384

 

24,641

 

105,812

 

77,160

 

Stock-based compensation

 

69,960

 

55,356

 

45,627

 

230,980

 

192,121

 

Amortization and write-off of acquired intangible assets

 

43,810

 

37,311

 

37,826

 

155,734

 

109,987

 

Acquired in-process research and development

 

 

 

77,800

 

 

77,800

 

Loss (gain) from disposal of assets

 

3,300

 

 

 

(1,822

)

 

Fair market value adjustment to cost of goods sold from
supply contract

 

(5,348

)

(26,273

)

(37,593

)

(109,262

)

(37,593

)

Termination of supply agreement

 

(22,069

)

 

 

(22,069

)

 

Interest expense related to supply contract

 

1,165

 

1,645

 

 

5,833

 

 

Deferred tax provision

 

(16,778

)

 

(2,224

)

(16,778

)

(2,224

)

Excess tax benefits from stock-based compensation

 

(199

)

(65

)

 

(499

)

(889

)

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

55,169

 

(28,230

)

(34,048

)

(1,763

)

(83,100

)

Inventories

 

(43,441

)

(70,086

)

(26,214

)

(202,275

)

(15,908

)

Prepaid expenses and other asset

 

8,798

 

45,531

 

(61,369

)

108,321

 

(113,159

)

Accounts payable

 

22,920

 

(53,441

)

40,820

 

(8,187

)

43,891

 

Accrued liabilities and other

 

17,134

 

19,945

 

16,603

 

10,880

 

30,375

 

Accrued employee compensation

 

(1,645

)

9,642

 

34,251

 

8,852

 

33,484

 

Accrued facilities charge

 

 

 

(571

)

 

(571

)

Income taxes payable

 

9,032

 

(8,120

)

1,100

 

4,840

 

30,192

 

Deferred income

 

(6,872

)

21,515

 

14,787

 

22,961

 

16,686

 

Net cash provided by (used in) operating activities

 

163,237

 

24,678

 

(9,149

)

177,131

 

337,311

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Cash paid in acquisitions, net

 

(12,846

)

 

(609,889

)

(19,987

)

(892,867

)

Purchases of short-term and long-term investments

 

(96,979

)

(52,256

)

 

(262,886

)

(266,938

)

Sales and maturities of short-term and long-term investments

 

110,390

 

70,495

 

7,929

 

230,906

 

812,831

 

Acquisition costs

 

(132

)

(70

)

(4,799

)

(1,340

)

(9,032

)

Purchases of investments

 

 

(323

)

 

(323

)

 

Purchases of property and equipment

 

(32,327

)

(16,622

)

(59,284

)

(113,462

)

(180,696

)

Proceeds from sale of asset under construction

 

 

 

 

5,122

 

 

Purchases of technology licenses

 

(3,650

)

(2,675

)

 

(23,175

)

(8,029

)

Net cash used in investing activities

 

(35,544

)

(1,451

)

(666,043

)

(185,145

)

(544,731

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from the issuance of common stock and other

 

33,614

 

29,608

 

9,609

 

65,903

 

45,645

 

Proceeds from term loan obligations

 

 

 

400,000

 

 

400,000

 

Principal payments on capital lease and debt obligations

 

(1,159

)

(1,778

)

(5,850

)

(10,748

)

(19,537

)

Excess tax benefits from stock-based compensation

 

199

 

65

 

 

499

 

889

 

Net cash provided by financing activities

 

32,654

 

27,895

 

403,759

 

55,654

 

426,997

 

Net increase (decrease) in cash and cash equivalents

 

160,347

 

51,122

 

(271,433

)

47,640

 

219,577

 

Cash and cash equivalents at beginning of period

 

455,301

 

404,179

 

839,441

 

568,008

 

348,431

 

Cash and cash equivalents at end of period

 

$

615,648

 

$

455,301

 

$

568,008

 

$

615,648

 

$

568,008

 

 

9