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Form 8-K MARVELL TECHNOLOGY GROUP For: May 30

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May 30, 2019 4:14 PM EDT
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 8-K
_________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report: May 30, 2019
(Date of earliest event reported)
_________________________
MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)
 _________________________

Bermuda
 
0-30877
 
77-0481679
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

Canon’s Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices, including Zip Code)
(441) 296-6395
(Registrant’s telephone number, including area code)
_________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                    Emerging growth company    ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Common Shares
 
MRVL
 
The Nasdaq Stock Market, LLC

 


Item 2.02 Results of Operations and Financial Condition.

The information in Item 2.02 of this Current Report, including the accompanying Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of Section 18. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing.
 
On May 30, 2019, Marvell Technology Group Ltd. (“Marvell”) issued a press release reporting its financial results for the first quarter of fiscal 2020 ended May 4, 2019. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Marvell will conduct a conference call on Thursday, May 30, 2019 at 1:45 p.m. Pacific Time to discuss results for the first quarter of fiscal 2020. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, pass-code 3160468. The call will be webcast by Thomson Reuters and can be accessed at the Marvell Investor Relations website at http://investor.marvell.com/ with a replay available following the call until Friday, June 7, 2019.
   

Item 9.01    Financial Statements and Exhibits.
    
(d)    Exhibits.
99.1






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
MARVELL TECHNOLOGY GROUP LTD.
 
Date: May 30, 2019
By:
/s/ JEAN HU
 
 
Jean Hu
 
 
Chief Financial Officer
 
 
 


Exhibit 99.1
 
ex9918k_image1a07.jpg


Marvell Technology Group Ltd. Reports First Quarter of Fiscal Year 2020
Financial Results
 
•
Q1 Revenue: $662 million
•
Q1 Gross Margin: 54.6% GAAP gross margin; 64.1% non-GAAP gross margin
•
Q1 Diluted income (loss) per share: $(0.07) GAAP diluted loss per share; $0.16 non-GAAP diluted income per share
•
Cash and short-term investments: $572 million
Santa Clara, Calif. (May 30, 2019) - Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in infrastructure semiconductor solutions, today reported financial results for the first quarter of fiscal year 2020. Revenue for the first quarter of fiscal 2020 was $662 million, which exceeded the midpoint of the Company's guidance provided on March 7, 2019.
GAAP net loss for the first quarter of fiscal 2020 was $(48) million, or $(0.07) per diluted share. Non-GAAP net income for the first quarter of fiscal 2020 was $105 million, or $0.16 per diluted share. Cash flow from operations for the first quarter was $166 million.

“Marvell continues to take bold steps despite a challenging near-term environment to improve our portfolio through strategic capital deployment and drive long term shareholder value” said Matt Murphy, Marvell’s President and CEO. “With the production ramp of our first 5G products later this year, and a growing pipeline of new wireless infrastructure design wins, Marvell is well positioned to becoming a leading silicon supplier to this market.”


Marvell's second quarter guidance takes into account the estimated impact from the U.S. Government's recently announced export restriction to one of our customers.

Second Quarter of Fiscal 2020 Financial Outlook
 
•
Revenue is expected to be $650 million +/- 3%.
•
GAAP gross margin is expected to be 53% to 54%.
•
Non-GAAP gross margin is expected to be 63% to 64%.
•
GAAP operating expenses are expected to be $370 million to $380 million.
•
Non-GAAP operating expenses are expected to be $285 million to $290 million.
•
GAAP diluted loss per share is expected to be $(0.09) to $(0.05) per share.
•
Non-GAAP diluted income per share is expected to be $0.13 to $0.17 per share.




On May 6, 2019, Marvell announced its intent to acquire Aquantia, Corp. (“Aquantia”), a publicly traded company.  Marvell anticipates that upon closing, this acquisition will position it to further capitalize on automotive in-vehicle networking and strengthen its Multi-Gig Ethernet portfolio for enterprise infrastructure, data center and access. The transaction is expected to close by December 2019, subject to regulatory approval as well as other customary closing conditions, including the adoption by Aquantia shareholders of the merger agreement.

On May 20, 2019, Marvell announced definitive agreements to purchase Avera Semiconductor, the application specific integrated circuit (“ASIC”) business of GlobalFoundries Inc. Marvell expects that upon closing, this acquisition will bring together Avera Semiconductor's leading custom design capabilities with its advanced technology platform and scale, creating a leading ASIC supplier for wired and wireless infrastructure while extending its reach in 5G base stations. The transaction is expected to close by January 2020 pending receipt of regulatory approvals and other customary closing conditions.

On May 29, 2019, Marvell announced a definitive agreement under which NXP will acquire Marvell's Wi-Fi Connectivity business. Marvell anticipates that this divestiture will unlock substantial value, enhance its margins upon closing and accelerate its transformation into a leading infrastructure semiconductor solution supplier. The transaction is expected to close by March 2020, subject to customary closing conditions and regulatory approvals.

Conference Call
Marvell will conduct a conference call on Thursday, May 30, 2019 at 1:45 p.m. Pacific Time to discuss results for the first quarter of fiscal 2020. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, pass-code 3160468. 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 Friday, June 7, 2019.

Discussion of Non-GAAP Financial Measures
Non-GAAP financial measures exclude the effect of share-based compensation expense, amortization of the inventory fair value step up, amortization and write-off of acquired intangible assets, acquisition-related costs, restructuring and other related charges, litigation settlement, 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 2020, a non-GAAP tax rate of 4.5% has been applied to the non-GAAP financial results.
Marvell believes that the presentation of non-GAAP financial measures provide 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. Marvell expects to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from Marvell’s non-GAAP net income should not be construed as an inference that these costs are unusual, infrequent or non-recurring.

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: the risk that the proposed acquisitions of Aquantia, Corp. and the Application Specific Integrated Circuit (ASIC) business of GLOBALFOUNDRIES and the divestiture of Marvell's Wi-Fi Connectivity business to NXP (collectively, the “Transactions”) will not be completed; the risk that the company may not realize the anticipated benefits of 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 or at all; the risk of downturns in the highly cyclical semiconductor industry; 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; severe financial hardship or bankruptcy of one or more of Marvell’s major customers; 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; 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; the impact of international conflict and economic volatility in either domestic or foreign markets; the effects of transitioning to smaller geometry process technologies; the risks associated with manufacturing and selling products and customers’ products outside of the United States; risks associated with acquisition and consolidation activity in the semiconductor industry; 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 effects of any other potential acquisitions, divestitures or investments; Marvell’s ability to protect its intellectual property; the impact and costs associated with changes in international financial and regulatory conditions; Marvell’s maintenance of an effective system of internal controls; 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 year ended February 2, 2019 as filed with the SEC on March 28, 2019, and other factors detailed from time to time in Marvell’s filings with the SEC. Marvell undertakes no obligation to revise or update publicly any forward-looking statements.





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.



Marvell Technology Group Ltd.
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
May 4,
2019
 
February 2,
2019
 
May 5,
2018
Net revenue
 
$
662,452

 
$
744,799

 
$
604,631

Cost of goods sold
 
301,024

 
422,797

 
228,938

Gross profit
 
361,428

 
322,002

 
375,693

 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
Research and development
 
266,867

 
256,102

 
176,734

Selling, general and administrative
 
110,005

 
106,168

 
72,313

Restructuring related charges
 
5,682

 
12,740

 
1,567

Total operating expenses
 
382,554

 
375,010

 
250,614

Operating income (loss)
 
(21,126
)
 
(53,008
)
 
125,079

Interest income
 
1,268

 
1,236

 
6,069

Interest expense
 
(21,203
)
 
(21,953
)
 
(244
)
Other income (loss), net
 
(116
)
 
4,377

 
1,471

Interest and other income (loss), net
 
(20,051
)
 
(16,340
)
 
7,296

Income (loss) before income taxes
 
(41,177
)
 
(69,348
)
 
132,375

Provision for income taxes
 
7,273

 
191,350

 
3,763

Net income (loss)
 
(48,450
)
 
(260,698
)
 
128,612

 
 
 
 
 
 
 
Net income (loss) per share — Basic:
 
$
(0.07
)
 
$
(0.40
)
 
$
0.26

 
 
 
 
 
 
 
Net income (loss) per share — Diluted:
 
$
(0.07
)
 
$
(0.40
)
 
$
0.25

 
 
 
 
 
 
 
Weighted average shares:
 
 
 
 
 
 
Basic
 
658,963

 
657,835

 
497,335

Diluted
 
658,963

 
657,835

 
508,716



Marvell Technology Group Ltd.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
 
 
May 4,
2019
 
February 2,
2019
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
571,893

 
$
582,410

Accounts receivable, net
 
470,347

 
493,122

Inventories
 
260,981

 
276,005

Prepaid expenses and other current assets
 
39,711

 
43,721

Total current assets
 
1,342,932

 
1,395,258

Property and equipment, net
 
326,599

 
318,978

Goodwill
 
5,494,505

 
5,494,505

Acquired intangible assets, net
 
2,480,942

 
2,560,682

Other non-current assets
 
403,240

 
247,329

Total assets
 
$
10,048,218

 
$
10,016,752

 
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
191,249

 
$
185,362

Accrued liabilities
 
333,680

 
335,509

Accrued employee compensation
 
122,441

 
115,925

Total current liabilities
 
647,370

 
636,796

Long-term debt
 
1,684,281

 
1,732,699

Non-current income taxes payable
 
56,621

 
59,221

Deferred tax liabilities
 
250,137

 
246,252

Other non-current liabilities
 
179,677

 
35,374

Total liabilities
 
2,818,086

 
2,710,342

 
 
 
 
 
Shareholders’ equity:
 
 
 
 
Common stock
 
1,323

 
1,317

Additional paid-in capital
 
6,200,231

 
6,188,598

Retained earnings
 
1,028,578

 
1,116,495

Total shareholders’ equity
 
7,230,132

 
7,306,410

Total liabilities and shareholders’ equity
 
$
10,048,218

 
$
10,016,752





Marvell Technology Group Ltd.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)


 
Three Months Ended

 
May 4,
2019
 
May 5,
2018
Cash flows from operating activities:
 



Net income (loss)
 
$
(48,450
)
 
$
128,612

Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
44,298

 
20,343

Share-based compensation
 
58,598

 
23,852

Amortization of acquired intangible assets
 
79,740

 
—

Amortization of deferred debt issuance costs and debt discounts
 
1,681

 
—

Other non-cash expense, net
 
5,252

 
891

Deferred income taxes
 
4,356

 
824

Changes in assets and liabilities:
 
 
 
 
Accounts receivable
 
22,775

 
(47,393
)
Inventories
 
15,848

 
2,680

Prepaid expenses and other assets
 
8,004

 
(14,108
)
Accounts payable
 
(1,873
)
 
14,744

Accrued liabilities and other non-current liabilities
 
(30,929
)
 
20,439

Accrued employee compensation
 
6,516

 
(22,110
)
Net cash provided by operating activities
 
165,816

 
128,774

Cash flows from investing activities:
 
 

 
Purchases of available-for-sale securities
 
—

 
(13,457
)
Sales of available-for-sale securities
 
—

 
70,273

Maturities of available-for-sale securities
 
—

 
128,820

Purchases of time deposits
 
—

 
(25,000
)
Maturities of time deposits
 
—

 
75,000

Purchases of technology licenses
 
(1,484
)
 
(360
)
Purchases of property and equipment
 
(19,183
)
 
(13,588
)
Other
 
(342
)
 
(4,989
)
Net cash provided by (used in) investing activities
 
(21,009
)
 
216,699

Cash flows from financing activities:
 
 

 
Repurchases of common stock
 
(48,022
)
 
—

Proceeds from employee stock plans
 
31,084

 
11,055

Tax withholding paid on behalf of employees for net share settlement
 
(28,758
)
 
(23,893
)
Dividend payments to shareholders
 
(39,467
)
 
(29,798
)
Payments on technology license obligations
 
(15,268
)
 
(20,461
)
Principal payments of debt
 
(50,000
)
 
—

Payment of equity and debt financing costs
 
—

 
(3,600
)
Other
 
(4,893
)
 
—

Net cash used in financing activities
 
(155,324
)
 
(66,697
)
Net increase (decrease) in cash and cash equivalents
 
(10,517
)
 
278,776

Cash and cash equivalents at beginning of period
 
582,410

 
888,482

Cash and cash equivalents at end of period
 
$
571,893

 
$
1,167,258

 





Marvell Technology Group Ltd.
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In thousands, except per share amounts)








 

Three Months Ended
 

May 4,
2019
 
February 2,
2019
 
May 5,
2018
GAAP gross profit:

$
361,428

 
$
322,002

 
$
375,693

Special items:

 
 
 
 
 
Share-based compensation

2,926

 
2,942

 
1,905

Amortization of acquired intangible assets
 
59,906

 
57,591

 
—

Other cost of goods sold (a)

450

 
97,598

 
—

Total special items

63,282

 
158,131

 
1,905

Non-GAAP gross profit

$
424,710

 
$
480,133

 
$
377,598



 
 
 
 
 
GAAP gross margin

54.6
 %
 
43.2
 %
 
62.1
%
Non-GAAP gross margin

64.1
 %
 
64.5
 %
 
62.5
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
Total GAAP operating expenses

$
382,554

 
$
375,010

 
$
250,614

Special items:

 
 
 
 
 
Share-based compensation

(55,672
)
 
(47,638
)
 
(21,947
)
Restructuring related charges (b)

(5,682
)
 
(12,740
)
 
(1,567
)
Amortization of acquired intangible assets

(19,834
)
 
(21,097
)
 
—

Other operating expenses (c)

(6,569
)
 
(7,392
)
 
(15,252
)
Total special items

(87,757
)
 
(88,867
)
 
(38,766
)
Total non-GAAP operating expenses

$
294,797

 
$
286,143

 
$
211,848



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP operating margin

(3.2
)%
 
(7.1
)%
 
20.7
%
Other cost of goods sold (a)
 
0.1
 %
 
13.1
 %
 
—
%
Share-based compensation
 
8.8
 %
 
6.8
 %
 
3.9
%
Restructuring related charges (b)
 
0.9
 %
 
1.7
 %
 
0.3
%
Amortization of acquired intangible assets
 
12.0
 %
 
10.6
 %
 
—
%
Other operating expenses (c)
 
1.0
 %
 
0.9
 %
 
2.5
%
Non-GAAP operating margin 

19.6
 %
 
26.0
 %
 
27.4
%


Marvell Technology Group Ltd.
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In thousands, except per share amounts)








 

Three Months Ended
 

May 4,
2019
 
February 2,
2019
 
May 5,
2018
GAAP interest and other income (loss), net
 
$
(20,051
)
 
$
(16,340
)
 
$
7,296

Special items:
 
 
 
 
 
 
Restructuring related items (d)
 
(338
)
 
157

 
(1,512
)
Write-off of debt issuance costs (e)
 
458

 
782

 
—

Gain on sale of intellectual property
 
—

 
(3,500
)
 
—

Total special items
 
120

 
(2,561
)
 
(1,512
)
Total non-GAAP interest and other income (loss), net
 
$
(19,931
)
 
$
(18,901
)
 
$
5,784

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP net income (loss)

$
(48,450
)
 
$
(260,698
)
 
$
128,612

Special items:

 
 
 
 
 
Other cost of goods sold (a)
 
450

 
97,598

 
—

Share-based compensation

58,598

 
50,580

 
23,852

Restructuring related charges in operating expenses (b)

5,682

 
12,740

 
1,567

Restructuring related items in interest and other income, net (d)
 
(338
)
 
157

 
(1,512
)
Amortization of acquired intangible assets

79,740

 
78,688

 
—

Gain on sale of intellectual property
 
—

 
(3,500
)
 
—

Write-off of debt issuance costs (e)
 
458

 
782

 
—

Other operating expenses (c)

6,569

 
7,392

 
15,252

Pre-tax total special items

151,159

 
244,437

 
39,159

Other income tax effects and adjustments (f)

2,324

 
184,348

 
(3,098
)
Non-GAAP net income

$
105,033

 
$
168,087

 
$
164,673



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares — basic

658,963

 
657,835

 
497,335

Weighted average shares — diluted

658,963

 
657,835

 
508,716



 
 

 

GAAP diluted net income (loss) per share

$
(0.07
)
 
$
(0.40
)
 
$
0.25

Non-GAAP diluted net income per share (g)

$
0.16

 
$
0.25

 
$
0.32

 


(a)
Other costs of goods sold for the quarter ended May 4, 2019 includes charges for legal claim settlement. Other costs of goods sold for the quarter ended February 2, 2019 includes amortization of the Cavium inventory fair value step up and charges for past intellectual property licensing matters.
(b)
Restructuring related charges include employee severance, facilities related costs, and impairment of equipment and other assets. Restructuring related charges in the three months ended February 2, 2019 include gain on sale of a building that was a direct result of restructuring.
(c)
Other operating expenses include Cavium and Aquantia merger costs.
(d)
Interest and other income, net, includes restructuring related items such as foreign currency remeasurement associated with restructuring related accruals.
(e)
Write-off of debt issuance costs is associated with the partial term loan repayment during the three months ended May 4, 2019 and February 2, 2019.
(f)
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 May 4, 2019 and based on a non-GAAP income tax rate of 4% for the three months ended February 2, 2019 and three months ended May 5, 2018.
(g)
Non-GAAP diluted net income per share for the three months ended May 4, 2019 and February 2, 2019 was calculated by dividing non-GAAP net income by weighted average shares outstanding (diluted) of 671,048 shares and 663,580 shares, respectively, due to the non-GAAP net income reported in the respective period.




 Marvell Technology Group Ltd.
 Outlook for the Second Quarter of Fiscal Year 2020
Reconciliations from GAAP to Non-GAAP (Unaudited)
 (In millions, except per share amounts)
 
 
 
 
 
Outlook for Three Months Ended
August 3, 2019
GAAP revenue
$650 +/- 3%
Special items:
—
Non-GAAP revenue
$650 +/- 3%
 
 
GAAP gross margin
53% to 54%
Special items:
 
Share-based compensation
0.3%
Amortization of acquired intangible assets
9.4%
Non-GAAP gross margin
63% to 64%
 
 
Total GAAP operating expenses
 $370 - $380
Special items:
 
Share-based compensation
64
Restructuring related charges
1
Amortization of acquired intangible assets
20
Other operating expenses
2
Total non-GAAP operating expenses
$285 - $290
 
 
 
 
GAAP diluted net loss per share
 $(0.09) - $(0.05)
Special items:
 
Share-based compensation
0.10
Amortization of acquired intangible assets
0.12
Other operating expenses
0.01
Other income tax effects and adjustments
(0.01)
Non-GAAP diluted net income per share
$0.13 - $0.17




Quarterly Revenue Trend (Unaudited)
(In thousands)
 
 
 
 
Three Months Ended
 
% Change
 
May 4,
2019
 
February 2,
2019
 
May 5,
2018
 
YoY
 
QoQ
Storage (1)
$
278,667

 
$
317,042

 
$
317,069

 
(12
)%
 
(12
)%
Networking (2)
341,344

 
387,457

 
244,228

 
40
 %
 
(12
)%
   Total Core
620,011

 
704,499

 
561,297

 
10
 %
 
(12
)%
Other (3)
42,441

 
40,300

 
43,334

 
(2
)%
 
5
 %
Total Revenue
$
662,452

 
$
744,799

 
$
604,631

 
10
 %
 
(11
)%

 
Three Months Ended
% of Total
May 4,
2019
 
February 2,
2019
 
May 5,
2018
Storage (1)
42
%
 
43
%
 
52
%
Networking (2)
52
%
 
52
%
 
41
%
   Total Core
94
%
 
95
%
 
93
%
Other (3)
6
%
 
5
%
 
7
%
Total Revenue
100
%
 
100
%
 
100
%

(1) Storage products are comprised primarily of HDD and SSD Controllers, Fibre Channel Adapters and Data Center Storage Solutions.
(2) Networking products are comprised primarily of Ethernet Switches, Ethernet Transceivers, Ethernet NICs, Embedded Communication Processors, Automotive Ethernet, Security Adapters and Processors as well as WiFi solutions including WiFi only, WiFi/Bluetooth combos and WiFi Microcontroller combos. In addition, this grouping includes a few legacy product lines in which we no longer invest, but will generate revenue for several years.
(3) Other products are comprised primarily of Printer Solutions, Application Processors and others.

For further information, contact:
Ashish Saran
Vice President, Investor Relations
408-222-0777




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