EX-99.1 2 q1218k5022020ex-991.htm EXHIBIT-99.1

Exhibit 99.1

 

Marvell Technology Group Ltd. Reports First Quarter of Fiscal Year 2021

Financial Results

 

•Q1 Revenue: $694 million

•Q1 Gross Margin: 47.1% GAAP gross margin; 62.8% non-GAAP gross margin

•Q1 Diluted income (loss) per share: $(0.17) GAAP diluted loss per share; $0.18 non-GAAP diluted income per share

•Cash and short-term investments: $668 million

Santa Clara, Calif. (May 28, 2020) - Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in infrastructure semiconductor solutions, today reported financial results for the first quarter of fiscal year 2021.

Revenue for the first quarter of fiscal 2021 was $694 million, which exceeded the midpoint of the Company's guidance provided on March 4, 2020. GAAP net loss for the first quarter of fiscal 2021 was $(113) million, or $(0.17) per diluted share. Non-GAAP net income for the first quarter of fiscal 2021 was $118 million, or $0.18 per diluted share. Cash flow from operations for the first quarter was $176 million.

“In a challenging environment, solid execution by the Marvell team drove strong first quarter financial results with disciplined operating expense management, healthy operating cash flow, and revenue above the mid-point of guidance, enabled by stronger demand for our networking products from the datacenter and 5G infrastructure end markets,” said Matt Murphy, Marvell’s President and CEO. “While we did experience some COVID-19 supply chain impacts on our storage business in the first quarter, we expect a bounce back in the second quarter and we project our networking business to continue to grow.”

Marvell's second quarter guidance takes into account the U.S. Government's export restrictions on certain Chinese customers. Given the ongoing uncertainty associated with COVID-19 and related public health measures, we also have temporarily widened the guidance range on revenue.

Second Quarter of Fiscal 2021 Financial Outlook

 

•Revenue is expected to be $720 million +/- 5%.

•GAAP gross margin is expected to be approximately 50.6%.

•Non-GAAP gross margin is expected to be approximately 63%.

•GAAP operating expenses are expected to be approximately $393 million.

•Non-GAAP operating expenses are expected to be approximately $300 million.

•GAAP diluted loss per share is expected to be $(0.10) to $(0.02) per share.

•Non-GAAP diluted income per share is expected to be $0.17 to $0.23 per share.

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Conference Call

Marvell will conduct a conference call on Thursday, May 28, 2020 at 1:45 p.m. Pacific Time to discuss results for the first quarter of fiscal 2021. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, pass-code 8949798. The call will be webcast and can be accessed at the Marvell Investor Relations website at http://investor.marvell.com/ with a replay available following the call until Thursday, June 4, 2020.

Discussion of Non-GAAP Financial Measures

Non-GAAP financial measures exclude the effect of share-based compensation expense, amortization of the inventory fair value adjustment associated with the Aquantia and Avera acquisitions, amortization of acquired intangible assets, acquisition and divestiture-related costs, restructuring and other related charges, resolution of legal matters, and certain expenses and benefits that are driven primarily by discrete events that management does not consider to be directly related to Marvell's core business.

Marvell uses a non-GAAP tax rate to compute the non-GAAP tax provision. This non-GAAP tax rate is based on Marvell's estimated annual GAAP income tax forecast, adjusted to account for items excluded from GAAP income in calculating Marvell's non-GAAP income, as well as the effects of significant non-recurring and period specific tax items which vary in size and frequency. Marvell's non-GAAP tax rate is determined on an annual basis and may be adjusted during the year to take into account events that may materially affect the non-GAAP tax rate such as tax law changes; significant changes in Marvell's geographic mix of revenue and expenses; or changes to Marvell's corporate structure. For the first quarter of fiscal 2021, a non-GAAP tax rate of 5.0% has been applied to the non-GAAP financial results.

Marvell believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to Marvell'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, financial measures calculated in accordance with GAAP. 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.

Externally, management believes that investors may find Marvell's non-GAAP financial measures useful in their assessment of Marvell's operating performance and the valuation of Marvell. Internally, Marvell's non-GAAP financial measures are used in the following areas:

•Management’s evaluation of Marvell’s operating performance;

•Management’s establishment of internal operating budgets;

•Management’s performance comparisons with internal forecasts and targeted business models; and

•Management’s determination of the achievement and measurement of certain performance-based equity awards (adjustments may vary from award to award).

 

Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of Marvell's business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of Marvell's results as reported under GAAP. The exclusion of the above items from our GAAP financial metrics does not necessarily mean that these costs are unusual or infrequent.

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Forward-Looking Statements under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “can,” “may,” “will,” “would” and similar expressions identify such forward-looking statements. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties, including, but not limited to: risks related to the impact on our business of the novel coronavirus (COVID-19) pandemic which have impacted, and may continue to impact, our workforce and operations and the transportation and manufacturing of our products; risks related to the impact of the COVID-19 pandemic which have impacted, and may continue to impact the operations of our customers, distributors, vendors, suppliers, and partners; increased disruption and volatility in the capital markets and credit markets as a result of COVID-19, which could adversely affect our liquidity and capital resources; the impact of COVID-19, or other future pandemics, on the U.S. and global economies; disruptions caused by COVID-19 resulting in worker absenteeism, quarantines and restrictions on our employees’ ability to work and travel; the effects that the current credit and market conditions caused by, or resulting from, COVID-19 could have on the liquidity and financial condition of our customers and suppliers, including any impact on their ability to meet their contractual obligations; the impact of international conflict and economic volatility in either domestic or foreign markets including risks related to trade conflicts, regulations, and tariffs, including but not limited to, restrictions imposed on our Chinese customers; the risks associated with manufacturing and selling products and customers’ products outside of the United States; Marvell's ability to define, design and develop products for the 5G market; Marvell's ability to market its 5G products to Tier 1 infrastructure customers; the effects of transitioning to smaller geometry process technologies; the impact of any change in the income tax laws in jurisdictions where Marvell operates and the loss of any beneficial tax treatment that Marvell currently enjoys; the risk of downturns in the highly cyclical semiconductor industry; the risk that the company may not realize the anticipated benefits of the acquisitions of Aquantia Corp. and the Application Specific Integrated Circuit (ASIC) business of GLOBALFOUNDRIES and the divestiture to NXP (collectively, the “Transactions”); the effect of the consummation of the Transactions on the company's business relationships, operating results, and business generally; potential difficulties in employee retention as a result of the Transactions; the ability of Marvell to successfully integrate operations and product lines related to the acquisitions; the ability of Marvell to implement its plans, forecasts, and other expectations with respect to the Transactions and realize the anticipated synergies and cost savings in the time frame anticipated; Marvell’s dependence upon the storage and networking markets, which are highly cyclical and intensely competitive; the outcome of pending or future litigation and legal and regulatory proceedings; Marvell’s dependence on a small number of customers; the impact and costs associated with changes in international financial and regulatory conditions; Marvell’s ability and the ability of its customers to successfully compete in the markets in which it serves; Marvell’s reliance on independent foundries and subcontractors for the manufacture, assembly and testing of its products; Marvell’s ability and its customers’ ability to develop new and enhanced products and the adoption of those products in the market; decreases in gross margin and results of operations in the future due to a number of factors; Marvell’s ability to estimate customer demand and future sales accurately; Marvell’s ability to scale its operations in response to changes in demand for existing or new products and services; risks associated with acquisition and consolidation activity in the semiconductor industry; the effects of any other potential acquisitions, divestitures or investments; Marvell’s ability to protect its intellectual property; Marvell’s maintenance of an effective system of internal controls; severe financial hardship or bankruptcy of one or more of Marvell’s major customers; and other risks detailed in Marvell’s SEC filings from time to time. For other factors that could cause Marvell’s results to vary from expectations, please see the risk factors identified in Marvell’s Quarterly Report on Form 10-K for the fiscal quarter ended February 1, 2020 as filed with the SEC on March 23, 2020, and other factors detailed from time to time in Marvell’s filings with the SEC. Marvell undertakes no obligation to revise or publicly update any forward-looking statements.

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About Marvell

Marvell first revolutionized the digital storage industry by moving information at speeds never thought possible. Today, that same breakthrough innovation remains at the heart of the Company’s storage, processing, networking, security and connectivity solutions. With leading intellectual property and deep system-level knowledge, Marvell’s semiconductor solutions continue to transform the enterprise, cloud, automotive, industrial, and consumer markets. To learn more, visit: www.marvell.com.

Marvell^® and the Marvell logo are registered trademarks of Marvell and/or its affiliates.

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Marvell Technology Group Ltd.

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except per share amounts)

 

						Three Months Ended
						May 2, 2020						February 1, 2020						May 4, 2019
Net revenue						$	693,641					$	717,671					$	662,452
Cost of goods sold						366,739						412,927						301,024
Gross profit						326,902						304,744						361,428
Operating expenses:
Research and development						279,584						279,389						266,867
Selling, general and administrative						122,027						121,592						110,005
Restructuring related charges						21,287						18,258						5,682
Total operating expenses						422,898						419,239						382,554
Operating income (loss)						(95,996)						(114,495)						(21,126)
Interest income						1,058						1,379						1,268
Interest expense						(16,830)						(22,656)						(21,203)
Other income (loss), net						3,754						1,124,179						(116)
Interest and other income (loss), net						(12,018)						1,102,902						(20,051)
Income (loss) before income taxes						(108,014)						988,407						(41,177)
Provision (benefit) for income taxes						5,019						(784,266)						7,273
Net income (loss)						$	(113,033)					$	1,772,673					$	(48,450)
Net income (loss) per share — Basic:						$	(0.17)					$	2.66					$	(0.07)
Net income (loss) per share — Diluted:						$	(0.17)					$	2.62					$	(0.07)
Weighted average shares:
Basic						663,547						665,562						658,963
Diluted						663,547						675,700						658,963

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Marvell Technology Group Ltd.

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

						May 2, 2020						February 1, 2020
Assets
Current assets:
Cash and cash equivalents						$	667,548					$	647,604
Accounts receivable, net						468,760						492,346
Inventories						270,374						322,980
Prepaid expenses and other current assets						72,282						74,567
Total current assets						1,478,964						1,537,497
Property and equipment, net						348,066						357,092
Goodwill						5,337,405						5,337,405
Acquired intangible assets, net						2,651,678						2,764,600
Deferred tax assets						639,470						639,791
Other non-current assets						525,946						496,850
Total assets						$	10,981,529					$	11,133,235
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable						$	185,711					$	213,747
Accrued liabilities						380,653						346,639
Accrued employee compensation						124,277						149,780
Total current liabilities						690,641						710,166
Long-term debt						1,439,852						1,439,024
Deferred tax liabilities						33,284						31,233
Other non-current liabilities						282,130						274,232
Total liabilities						2,445,907						2,454,655
Shareholders’ equity:
Common shares						1,330						1,328
Additional paid-in capital						6,144,907						6,135,939
Accumulated other comprehensive income						868						—
Retained earnings						2,388,517						2,541,313
Total shareholders’ equity						8,535,622						8,678,580
Total liabilities and shareholders’ equity						$	10,981,529					$	11,133,235

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Marvell Technology Group Ltd.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

						Three Months Ended
						May 2, 2020						May 4, 2019
Cash flows from operating activities:
Net loss						$	(113,033)					$	(48,450)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization						50,483						38,654
Share-based compensation						59,687						58,598
Amortization of acquired intangible assets						112,922						79,740
Amortization of inventory fair value adjustment associated with acquisitions						17,284						—
Other expense, net						11,451						12,577
Deferred income taxes						2,372						4,356
Changes in assets and liabilities:
Accounts receivable						23,586						22,775
Inventories						35,834						15,848
Prepaid expenses and other assets						(6,694)						8,004
Accounts payable						(3,557)						(1,873)
Accrued liabilities and other non-current liabilities						10,796						(30,929)
Accrued employee compensation						(25,503)						6,516
Net cash provided by operating activities						175,628						165,816
Cash flows from investing activities:
Purchases of technology licenses						(3,684)						(1,484)
Purchases of property and equipment						(35,343)						(19,183)
Other, net						665						(342)
Net cash used in investing activities						(38,362)						(21,009)
Cash flows from financing activities:
Repurchases of common stock						(25,202)						(48,022)
Proceeds from employee stock plans						5,458						31,084
Tax withholding paid on behalf of employees for net share settlement						(31,501)						(28,758)
Dividend payments to shareholders						(39,763)						(39,467)
Payments on technology license obligations						(23,807)						(15,268)
Principal payments of debt						—						(50,000)
Other, net						(2,507)						(4,893)
Net cash used in financing activities						(117,322)						(155,324)
Net increase (decrease) in cash and cash equivalents						19,944						(10,517)
Cash and cash equivalents at beginning of period						647,604						582,410
Cash and cash equivalents at end of period						$	667,548					$	571,893

 

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Marvell Technology Group Ltd.
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In thousands, except per share amounts)
						Three Months Ended
						May 2, 2020						February 1, 2020						May 4, 2019
GAAP gross profit:						$	326,902					$	304,744					$	361,428
Special items:
Share-based compensation						3,538						3,181						2,926
Amortization of acquired intangible assets						86,567						86,383						59,906
Other cost of goods sold (a)						18,562						52,510						450
Total special items						108,667						142,074						63,282
Non-GAAP gross profit						$	435,569					$	446,818					$	424,710
GAAP gross margin						47.1		%				42.5		%				54.6		%
Non-GAAP gross margin						62.8		%				62.3		%				64.1		%
Total GAAP operating expenses						$	422,898					$	419,239					$	382,554
Special items:
Share-based compensation						(56,149)						(49,989)						(55,672)
Restructuring related charges (b)						(21,287)						(18,258)						(5,682)
Amortization of acquired intangible assets						(26,355)						(28,232)						(19,834)
Other operating expenses (c)						(19,403)						(16,621)						(6,569)
Total special items						(123,194)						(113,100)						(87,757)
Total non-GAAP operating expenses						$	299,704					$	306,139					$	294,797
GAAP operating margin						(13.8)		%				(16.0)		%				(3.2)		%
Other cost of goods sold (a)						2.7		%				7.3		%				0.1		%
Share-based compensation						8.6		%				7.4		%				8.8		%
Restructuring related charges (b)						3.1		%				2.5		%				0.9		%
Amortization of acquired intangible assets						16.3		%				16.0		%				12.0		%
Other operating expenses (c)						2.7		%				2.4		%				1.0		%
Non-GAAP operating margin						19.6		%				19.6		%				19.6		%

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Marvell Technology Group Ltd.
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In thousands, except per share amounts)
						Three Months Ended
						May 2, 2020						February 1, 2020						May 4, 2019
GAAP interest and other income (loss), net						$	(12,018)					$	1,102,902					$	(20,051)
Special items:
Restructuring and other related items (d)						434						(1,122,988)						(338)
Write-off of debt issuance costs (e)						—						1,621						458
Total special items						434						(1,121,367)						120
Total non-GAAP interest and other income (loss), net						$	(11,584)					$	(18,465)					$	(19,931)
GAAP net income (loss)						$	(113,033)					$	1,772,673					$	(48,450)
Special items:
Other cost of goods sold (a)						18,562						52,510						450
Share-based compensation						59,687						53,170						58,598
Restructuring related charges in operating expenses (b)						21,287						18,258						5,682
Other operating expenses (c)						19,403						16,621						6,569
Restructuring and other related items in interest and other income, net (d)						434						(1,122,988)						(338)
Amortization of acquired intangible assets						112,922						114,615						79,740
Write-off of debt issuance costs (e)						—						1,621						458
Pre-tax total special items						232,295						(866,193)						151,159
Other income tax effects and adjustments (f)						(1,229)						(789,761)						2,324
Non-GAAP net income						$	118,033					$	116,719					$	105,033
Weighted average shares — basic						663,547						665,562						658,963
Weighted average shares — diluted						663,547						675,700						658,963
GAAP diluted net income (loss) per share						$	(0.17)					$	2.62					$	(0.07)
Non-GAAP diluted net income per share (g)						$	0.18					$	0.17					$	0.16

 

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(a)			Other costs of goods sold includes amortization of acquired inventory fair value adjustment.

(b)			Restructuring related charges include employee severance, facilities related costs, and impairment of equipment and other assets.

(c)			Other operating expenses include integration costs associated with recent acquisitions.

(d)			Interest and other income (loss), net, includes restructuring and other related items such as gain on sale of business and foreign currency remeasurement associated with restructuring related accruals.

(e)			Write-off of debt issuance costs is associated with the partial term loan repayment.

(f)			Other income tax effects and adjustments relate to tax provision based on a non-GAAP income tax rate of 5.0% for the three months ended May 2, 2020. Other income tax effects and adjustments relate to tax provision based on a non-GAAP income tax rate of 4.5% for the three months ended February 1, 2020 and May 4, 2019.

(g)			Non-GAAP diluted net income per share for the three months ended May 2, 2020, and May 4, 2019 was calculated by dividing non-GAAP net income by weighted average shares outstanding (diluted) of 670,841 shares and 671,048 shares, respectively, due to the non-GAAP net income reported in the respective period.

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Marvell Technology Group Ltd.
Outlook for the Second Quarter of Fiscal Year 2021
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In millions, except per share amounts)
			Outlook for Three Months Ended August 1, 2020
GAAP revenue			$720 +/- 5%
Special items:			—
Non-GAAP revenue			$720 +/- 5%
GAAP gross margin			50.6%
Special items:
Share-based compensation			0.3%
Amortization of acquired intangible assets			12.1%
Non-GAAP gross margin			63%
Total GAAP operating expenses			~$393
Special items:
Share-based compensation			64
Amortization of acquired intangible assets			26
Other operating expenses			3
Total non-GAAP operating expenses			~$300
GAAP diluted net loss per share			$(0.10) - $(0.02)
Special items:
Share-based compensation			0.10
Amortization of acquired intangible assets			0.17
Other income tax effects and adjustments			(0.01)
Non-GAAP diluted net income per share			$0.17 - $0.23

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Quarterly Revenue Trend (Unaudited)

(In thousands)

			Three Months Ended																														% Change
			May 2, 2020						February 1, 2020						May 4, 2019						YoY						QoQ
Networking (1)			$	393,920					$	376,724					$	341,344					15		%				5		%
Storage (2)			258,688						296,486						278,667						(7)		%				(13)		%
Total Core			652,608						673,210						620,011						5		%				(3)		%
Other (3)			41,033						44,461						42,441						(3)		%				(8)		%
Total Revenue			$	693,641					$	717,671					$	662,452					5		%				(3)		%

			Three Months Ended
% of Total			May 2, 2020						February 1, 2020						May 4, 2019
Networking (1)			57		%				52		%				52		%
Storage (2)			37		%				41		%				42		%
Total Core			94		%				93		%				94		%
Other (3)			6		%				7		%				6		%
Total Revenue			100		%				100		%				100		%

(1) Networking products are comprised primarily of Ethernet Solutions, Embedded Processors and Custom ASICs.
(2) Storage products are comprised primarily of Storage Controllers and Fibre Channel Adapters.
(3) Other products are comprised primarily of Printer Solutions and Application Processors.

For further information, contact:

Ashish Saran

Vice President, Investor Relations

408-222-0777

ir@marvell.com