Marvell Technology Group Ltd. Reports Third Quarter of Fiscal Year 2021 Financial Results

SANTA CLARA, Calif., Dec. 3, 2020 /PRNewswire/ -- Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in infrastructure semiconductor solutions, today reported financial results for the third quarter of fiscal year 2021.

Revenue for the third quarter of fiscal 2021 was $750 million. GAAP net loss for the third quarter of fiscal 2021 was $(23) million, or $(0.03) per diluted share. Non-GAAP net income for the third quarter of fiscal 2021 was $168 million, or $0.25 per diluted share. Cash flow from operations for the third quarter was $258 million.

On October 29, 2020, Marvell Technology Group Ltd. announced the execution of a definitive agreement to acquire Inphi Corporation with cash and stock consideration. The transaction is expected to close by the second half of calendar 2021, subject to the approval of Marvell and Inphi shareholders and the satisfaction of customary closing conditions, including applicable regulatory approvals.

"Marvell continued to deliver strong revenue growth in the third fiscal quarter. Overall revenue increased 13% year on year, driven by our networking business, which grew revenue 35% year on year. Strong 5G and Cloud product ramps are fueling our ongoing success in these strategic growth markets," said Matt Murphy, Marvell's President and CEO. "Demand continues to increase, and we are guiding fourth fiscal quarter revenue at the mid-point to grow approximately 5% sequentially. Our team is working to mitigate the impact of industry-wide supply constraints that are currently limiting our ability to fully satisfy the increase in demand."

Marvell's fourth 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.

Fourth Quarter of Fiscal 2021 Financial Outlook

    --  Revenue is expected to be $785 million +/- 5%.
    --  GAAP gross margin is expected to be approximately 52.8%.
    --  Non-GAAP gross margin is expected to be approximately 64%.
    --  GAAP operating expenses are expected to be approximately $379 million.
    --  Non-GAAP operating expenses are expected to be approximately $280
        million.
    --  Basic weighted average shares outstanding are expected to be 673
        million.
    --  Diluted weighted average shares outstanding are expected to be 686
        million.
    --  GAAP diluted income (loss) per share is expected to be $(0.03) to $0.07
        per share.
    --  Non-GAAP diluted income per share is expected to be $0.25 to $0.33 per
        share.

GAAP diluted EPS is calculated using basic weighted average shares outstanding when there is a GAAP net loss, and calculated using diluted weighted average shares outstanding when there is a GAAP net income. Non-GAAP diluted EPS is calculated using diluted weighted average shares outstanding.

Conference Call

Marvell will conduct a conference call on Thursday, December 3, 2020 at 1:45 p.m. Pacific Time to discuss results for the third quarter of fiscal 2021. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, pass-code 3247376. 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, December 10, 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 (including, but not limited to, asset impairment charges, employee severance costs, and facilities 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 third 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.

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. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. 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 completion of the proposed transaction with Inphi Corporation on anticipated terms and timing or at all, including obtaining shareholder and regulatory approvals, anticipated tax treatment, unforeseen liabilities and other conditions to the completion of the transaction; failure to realize the anticipated benefits of the proposed transaction with Inphi, including as a result of delay in completing the transaction or our ability to integrate the businesses of Marvell and Inphi or due to unexpected costs, liabilities, delays or other factors impacting the semiconductor industry; our ability to obtain or consummate financing related to the Inphi transaction upon acceptable terms or at all; potential litigation relating to the proposed transaction with Inphi that could be instituted against Marvell or Inphi or our respective directors; the risk that disruptions from the proposed transaction with Inphi will harm our or Inphi's business, including current plans and operations; the ability of Marvell or Inphi to retain and hire key personnel; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction with Inphi; risks relating to the value of the shares to be issued in the Inphi transaction; risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction with Inphi; potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Marvell's and/or Inphi's financial performance; restrictions during the pendency of the proposed transaction that may impact Marvell's or Inphi's ability to pursue certain business opportunities or strategic transactions; failure to receive the approval of the securityholders of Marvell and/or Inphi; the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement with Inphi; 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, innovate, collaborate, 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; our ability to define, design and develop products for the 5G market; our ability to market our 5G products to Tier 1 infrastructure customers; extension of lead time due to supply chain disruptions or component shortages that may impact the production of our products and any constrained availability from other electronic suppliers impacting our customers' ability to ship their products, which in turn may adversely impact our sales to those customers; our reliance on independent foundries and subcontractors for the manufacture, assembly and testing of our products; cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory; our ability to realize the expected benefits from restructuring activities; the effects of transitioning to smaller geometry process technologies; the impact of any change in the income tax laws in jurisdictions where we operate 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 we may not realize the anticipated benefits of our prior acquisitions and divestitures; our 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; our dependence on a small number of customers; the impact and costs associated with changes in international financial and regulatory conditions; our ability and the ability of our customers to successfully compete in the markets in which we serve; our ability and our 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; our ability to estimate customer demand and future sales accurately; our ability to scale our 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; our maintenance of an effective system of internal controls; severe financial hardship or bankruptcy of one or more of our major customers; and other risks detailed in our SEC filings from time to time. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect our business described in the "Risk Factors" section of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by Marvell from time to time with the SEC. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and we assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

About Marvell

To deliver the data infrastructure technology that connects the world, we're building solutions on the most powerful foundation: our partnerships with our customers. Trusted by the world's leading technology companies for 25 years, we move, store, process and secure the world's data with semiconductor solutions designed for our customers' current needs and future ambitions. Through a process of deep collaboration and transparency, we're ultimately changing the way tomorrow's enterprise, cloud, automotive, and carrier architectures transform--for the better.

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                                                              
     
     Nine Months Ended



                                               October 31,                                 August 1,                                    November 2,            October 31,                          November 2,
                                                      2020                             2020                                            2019                    2020                               2019




         Net revenue                                       $
        750,143                                                  $
            727,297                                       $
        662,470                              $
        2,171,081     $
         1,981,490



         Cost of goods sold                       369,083                            368,041                                                     322,403                               1,103,863                    929,293




         Gross profit                             381,060                            359,256                                                     340,067                               1,067,218                  1,052,197






         Operating expenses:



         Research and development                 255,637                            277,139                                                     267,781                                 812,360                    801,002



         Selling, general and administrative      115,501                            112,794                                                     118,993                                 350,322                    342,988



         Restructuring related charges             19,312                            120,590                                                      14,802                                 161,189                     37,070




         Total operating expenses                 390,450                            510,523                                                     401,576                               1,323,871                  1,181,060




         Operating loss                           (9,390)                         (151,267)                                                    (61,509)                              (256,653)                 (128,863)



         Interest income                              608                                577                                                       1,092                                   2,243                      3,437



         Interest expense                        (16,066)                          (15,635)                                                   (21,241)                               (48,531)                  (62,975)



         Other income (loss), net                     299                              (440)                                                        689                                   3,613                    (1,624)




         Interest and other income               (15,159)                          (15,498)                                                   (19,460)                               (42,675)                  (61,162)
      (loss), net




         Loss before income taxes                (24,549)                         (166,765)                                                    (80,969)                              (299,328)                 (190,025)



         Provision (benefit) for income taxes     (1,641)                           (8,872)                                                      1,532                                 (5,494)                   (1,743)




         Net loss                                         $
        (22,908)                                               $
            (157,893)                                     $
        (82,501)                             $
        (293,834)    $
         (188,282)






         Net loss per share - basic:                        $
        (0.03)                                                  $
            (0.24)                                       $
        (0.12)                                $
        (0.44)       $
         (0.28)





         Net loss per share - diluted:                      $
        (0.03)                                                  $
            (0.24)                                       $
        (0.12)                                $
        (0.44)       $
         (0.28)





         Weighted average shares:



         Basic                                    670,487                            667,574                                                     668,178                                 667,186                    667,184



         Diluted                                  670,487                            667,574                                                     668,178                                 667,186                    667,184


                                                          
        
               Marvell Technology Group Ltd.


                                                        
      
         Condensed Consolidated Balance Sheets (Unaudited)


                                                             
           
                (In thousands)




                                                                                                                 October 31,                            February 1,
                                                                                                                        2020                     2020




     
                Assets



     Current assets:



     Cash and cash equivalents                                                                                                 $
        832,041                          $
        647,604



     Accounts receivable, net                                                                                       490,271                    492,346



     Inventories                                                                                                    268,396                    322,980



     Prepaid expenses and other current assets                                                                       68,618                     74,567



     Total current assets                                                                                         1,659,326                  1,537,497



     Property and equipment, net                                                                                    331,769                    357,092



     Goodwill                                                                                                     5,336,356                  5,337,405



     Acquired intangible assets, net                                                                              2,380,382                  2,764,600



     Deferred tax assets                                                                                            646,837                    639,791



     Other non-current assets                                                                                       470,102                    496,850




     Total assets                                                                                                           $
        10,824,772                       $
        11,133,235






     
                Liabilities and Shareholders' Equity



     Current liabilities:



     Accounts payable                                                                                                          $
        224,112                          $
        213,747



     Accrued liabilities                                                                                            406,986                    346,639



     Accrued employee compensation                                                                                  187,982                    149,780



     Short-term debt                                                                                                349,004



     Total current liabilities                                                                                    1,168,084                    710,166



     Long-term debt                                                                                                 992,801                  1,439,024



     Other non-current liabilities                                                                                  274,270                    305,465




     Total liabilities                                                                                            2,435,155                  2,454,655






     Shareholders' equity:



     Common shares                                                                                                    1,343                      1,328



     Additional paid-in capital                                                                                   6,260,906                  6,135,939



     Retained earnings                                                                                            2,127,368                  2,541,313




     Total shareholders' equity                                                                                   8,389,617                  8,678,580




     Total liabilities and shareholders' equity                                                                             $
        10,824,772                       $
        11,133,235


                                                                                     
            
                Marvell Technology Group Ltd.


                                                                         
           
              Condensed Consolidated Statements of Cash Flows (Unaudited)


                                                                                           
              
                (In thousands)




                                                                                                       Three Months Ended                                                                   Nine Months Ended



                                                                           October 31,                                                November 2,              October 31,                                         November 2,
                                                                                  2020                                                        2019                      2020                                  2019




              
                Cash flows from operating activities:



              Net loss                                                                $
              (22,908)                                                                  $
       (82,501)                                     $
        (293,834)    $
        (188,282)



              Adjustments to reconcile net loss to net cash provided by
    operating activities:



              Depreciation and amortization                                    47,834                                                                  36,082                                  149,922                                   112,662



              Share-based compensation                                         59,787                                                                  66,762                                  182,060                                   189,036



              Amortization of acquired intangible assets                      109,433                                                                  92,760                                  333,934                                   253,467



              Amortization of inventory fair value                                                                                                     3,316                                   17,284                                     3,316
    adjustment associated with acquisitions



              Restructuring related impairment charges                          6,013                                                                   6,146                                  123,559                                    16,243



              Other expense (income), net                                       8,614                                                                 (2,094)                                  23,080                                    14,814



              Changes in assets and liabilities:



              Accounts receivable                                             (6,729)                                                               (32,002)                                   2,075                                     8,374



              Inventories                                                     (5,984)                                                               (39,276)                                  29,817                                  (30,602)



              Prepaid expenses and other assets                               (5,677)                                                                (3,046)                                 (8,692)                                 (11,039)



              Accounts payable                                                  5,121                                                                   8,304                                   34,768                                    30,801



              Accrued liabilities and other non-current                         5,289                                                                (26,141)                                  26,817                                 (106,258)
    liabilities



              Accrued employee compensation                                    56,741                                                                  37,193                                   38,202                                    11,927



              Net cash provided by operating                                  257,534                                                                  65,503                                  658,992                                   304,459
    activities




              
                Cash flows from investing activities:



              Sales of available-for-sale securities                                                                                                  18,832                                                                            18,832



              Purchases of technology licenses                                (1,712)                                                                  (414)                                 (8,476)                                  (1,936)



              Purchases of property and equipment                            (35,359)                                                               (20,742)                                (88,242)                                 (62,935)



              Cash payment for acquisition, net of cash and                                                                                        (477,579)                                                                         (477,579)
    cash equivalents acquired



              Other, net                                                        (476)                                                                (1,404)                                     223                                   (1,793)




              Net cash used in investing activities                          (37,547)                                                              (481,307)                                 (96,495)                                (525,411)




              
                Cash flows from financing activities:



              Repurchases of common stock                                                                                                                                                   (25,202)                                 (64,272)



              Proceeds from employee stock plans                                2,256                                                                  21,795                                   50,490                                   103,109



              Tax withholding paid on behalf of employees                    (25,912)                                                               (19,220)                                (82,626)                                 (80,862)
    for net share settlement



              Dividend payments to shareholders                              (40,229)                                                               (40,140)                               (120,111)                                 (119,496)



              Payments on technology license obligations                     (34,285)                                                               (28,889)                                (76,794)                                 (57,213)



              Proceeds from issuance of debt                                                                                                         350,000                                                                           350,000



              Principal payments of debt                                    (100,000)                                                                                                      (100,000)                                  (50,000)



              Payment of debt financing costs                                (22,313)                                                                                                       (22,313)



              Other, net                                                        1,003                                                                 (2,869)                                 (1,504)                                  (4,355)




              Net cash provided by (used in)                                (219,480)                                                                280,677                                (378,060)                                    76,911
    financing activities




              Net increase (decrease) in cash and cash equivalents                507                                                               (135,127)                                  184,437                                 (144,041)



              Cash and cash equivalents at beginning of period                831,534                                                                 573,496                                  647,604                                   582,410




              Cash and cash equivalents at end of period                               $
              832,041                                                                    $
       438,369                                       $
         832,041     $
          438,369


                                                                                                                           
         
                Marvell Technology Group Ltd.


                                                                                                                       
        
           Reconciliations from GAAP to Non-GAAP (Unaudited)


                                                                                                                         
        
             (In thousands, except per share amounts)




                                                                                       
     
     Three Months Ended                                                                                           
     
     Nine Months Ended



                                                           October 31,                     August 1,                            November 2,                                              October 31,            November 2,
                                                                  2020                           2020                                    2019                                                      2020                    2019






     GAAP gross profit:                                                $
         381,060                                                           $
              359,256                                                             $
              340,067                       $
             1,067,218     $
              1,052,197



     Special items:



     Share-based compensation                                   4,435                                           4,082                                                                           3,990                                         12,055              10,578


      Amortization of acquired intangible assets                83,078                                          85,225                                                                          72,146                                        254,870             193,184



     Other cost of goods sold (a)                               4,296                                          11,630                                                                           4,758                                         34,488               5,208




     Total special items                                       91,809                                         100,937                                                                          80,894                                        301,413             208,970




     Non-GAAP gross profit                                             $
         472,869                                                           $
              460,193                                                             $
              420,961                       $
             1,368,631     $
              1,261,167






     GAAP gross margin                                 50.8
            %                                 49.4
            %                                                                 51.3
            %                                49.2
            %     53.1
            %




     Non-GAAP gross margin                             63.0
            %                                 63.3
            %                                                                 63.5
            %                                63.0
            %     63.6
            %










     Total GAAP operating expenses                                     $
         390,450                                                           $
              510,523                                                             $
              401,576                       $
             1,323,871     $
              1,181,060



     Special items:



     Share-based compensation                                (55,352)                                       (58,504)                                                                       (63,375)                                     (170,005)          (179,061)



     Restructuring related charges (b)                       (19,312)                                      (120,590)                                                                       (14,802)                                     (161,189)           (37,070)


      Amortization of acquired intangible assets              (26,355)                                       (26,354)                                                                       (20,614)                                      (79,064)           (60,283)



     Other operating expenses (c)                             (9,490)                                        (8,125)                                                                       (19,495)                                      (37,018)           (46,740)




     Total special items                                    (110,509)                                      (213,573)                                                                      (118,286)                                     (447,276)          (323,154)




     Total non-GAAP operating expenses                                 $
         279,941                                                           $
              296,950                                                             $
              283,290                         $
             876,595       $
              857,906










     GAAP operating margin                                      (1.3)                                         (20.8)                                                                          (9.3)                                        (11.8)
                                                                     %                                              %                                                                              %                                             %    (6.5)
            %



     Other cost of goods sold (a)                       0.6
            %                                  1.6
            %                                                                  0.7
            %                                 1.6
            %      0.3
            %



     Share-based compensation                           8.0
            %                                  8.6
            %                                                                 10.2
            %                                 8.4
            %      9.6
            %



     Restructuring related charges (b)                  2.6
            %                                 16.6
            %                                                                  2.2
            %                                 7.4
            %      1.9
            %


      Amortization of acquired intangible assets        14.6
            %                                 15.3
            %                                                                 14.0
            %                                15.4
            %     12.8
            %



     Other operating expenses (c)                       1.2
            %                                  1.1
            %                                                                  3.0
            %                                 1.7
            %      2.3
            %




     Non-GAAP operating margin                         25.7
            %                                 22.4
            %                                                                 20.8
            %                                22.7
            %     20.4
            %





      GAAP interest and other income (loss), net                       $
         (15,159)                                                         $
              (15,498)                                                           $
              (19,460)                       $
             (42,675)     $
              (61,162)



     Special items:


      Restructuring and other related items (d)                (1,002)                                                                                                                         (946)                                         (568)            (1,209)



     Write-off of debt issuance costs (e)                         453                                                                                                                                                                          453                 458



     Deal costs (f)                                                                                                                                                                             496                                                             1,505




     Total special items                                        (549)                                                                                                                         (450)                                         (115)                754



      Total non-GAAP interest and other income (loss),
       net                                                             $
         (15,708)                                                         $
              (15,498)                                                           $
              (19,910)                       $
             (42,790)     $
              (60,408)










     GAAP net loss                                                    $
         (22,908)                                                        $
              (157,893)                                                           $
              (82,501)                      $
             (293,834)    $
              (188,282)



     Special items:



     Other cost of goods sold (a)                               4,296                                          11,630                                                                           4,758                                         34,488               5,208



     Share-based compensation                                  59,787                                          62,586                                                                          67,365                                        182,060             189,639


      Restructuring related charges in operating
       expenses (b)                                             19,312                                         120,590                                                                          14,802                                        161,189              37,070



     Other operating expenses (c)                               9,490                                           8,125                                                                          19,495                                         37,018              46,740


      Restructuring and other related items in interest
       and other income, net (d)                               (1,002)                                                                                                                         (946)                                         (568)            (1,209)


      Amortization of acquired intangible assets               109,433                                         111,579                                                                          92,760                                        333,934             253,467



     Write-off of debt issuance costs (e)                         453                                                                                                                                                                          453                 458


      Transaction costs included in interest and other
       income, net (f)                                                                                                                                                                           496                                                             1,505




     Pre-tax total special items                              201,769                                         314,510                                                                         198,730                                        748,574             532,878


      Other income tax effects and adjustments (g)            (10,502)                                       (16,226)                                                                        (3,773)                                      (27,957)           (17,177)




     Non-GAAP net income                                               $
         168,359                                                           $
              140,391                                                             $
              112,456                         $
             426,783       $
              327,419










     GAAP weighted average shares - basic                     670,487                                         667,574                                                                         668,178                                        667,186             667,184




     GAAP weighted average shares - diluted                   670,487                                         667,574                                                                         668,178                                        667,186             667,184



      Non-GAAP weighted average shares - diluted (h)           682,724                                         678,304                                                                         679,345                                        677,273             678,986






     GAAP diluted net loss per share                                    $
         (0.03)                                                           $
              (0.24)                                                             $
              (0.12)                         $
             (0.44)       $
              (0.28)




     Non-GAAP diluted net income per share                                $
         0.25                                                              $
              0.21                                                                $
              0.17                            $
             0.63          $
              0.48



     (a)  Other costs of goods sold includes
           inventory write-downs and
           amortization of acquired inventory
           fair value adjustments.




         Restructuring related charges include
           asset impairment charges (including
           asset impairment charges due to
           changes to the scope of the server
           processor product line), employee
           severance costs, facilities related
     (b)   charges, and other.




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




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




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




     (f)  Deal costs include transaction costs
           incurred in connection with
           divestiture of the Wi-Fi
           Connectivity business.




         Other income tax effects and
           adjustments relate to tax provision
           based on a non-GAAP income tax rate
           of 5.0% for the three and nine months
           ended October 31, 2020 and three
           months ended August 1, 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 and nine months ended
     (g)   November 2, 2019.




     (h)  Non-GAAP diluted weighted average
           shares differs from GAAP diluted
           weighted average shares due to the
           non-GAAP net income reported.


                                                           
         
               Marvell Technology Group Ltd.


                                                 
              
          Outlook for the Fourth Quarter of Fiscal Year 2021


                                                  
              
         Reconciliations from GAAP to Non-GAAP (Unaudited)


                                                      
            
            (In millions, except per share amounts)






                                                                                                         
              
        Outlook for Three Months Ended
                                                                                                                     
        January 30, 2021




     
                GAAP revenue                                                                                                                        $785 +/- 5%



     Special items:                                                                                                                                             -




     Non-GAAP revenue                                                                                                                                 $785 +/- 5%





     
                GAAP gross margin                                                                                                                        ~52.8%



     Special items:



     Share-based compensation                                                                                                                                0.5%



     Amortization of acquired intangible assets                                                                                                             10.7%



     Non-GAAP gross margin                                                                                                                                   ~64%





     
                Total GAAP operating expenses                                                                       
           ~$379



     Special items:



     Share-based compensation                                                                                                                                  53



     Amortization of acquired intangible assets                                                                                                                26



     Restructuring related charges                                                                                                                             15



     Other operating expenses                                                                                                                                   5



     Total non-GAAP operating expenses                                                                                
           ~$280







     
                GAAP diluted net income (loss) per share                                                                            
               $(0.03) - $0.07



     Special items:



     Share-based compensation                                                                                                                                0.08



     Amortization of acquired intangible assets                                                                                                              0.16



     Restructuring related charges                                                                                                                           0.02



     Other operating expenses                                                                                                                                0.01



     Other expense                                                                                                                                           0.01



     Other income tax effects and adjustments                                                                                                              (0.01)




     Non-GAAP diluted net income per share                                                                                               
              $0.25 - $0.33


                                                                                         
             
         Quarterly Revenue Trend (Unaudited)


                                                                                                  
       
                (In thousands)






                                                    
     
     Three Months Ended                                                                       % Change

                                                                                                                                             ---

                              October 31,                  August 1,              November 2,                                         YoY                 QoQ
                                     2020                        2020                      2019

                                                                                                                                                          ---

      Networking (1)                      $
     444,756                                            $
       406,008                                                  $
     329,962                      35                                             10
                                                                                                                                                                                            %                                              %



     Storage (2)                 276,279                                 290,495                                                   287,708                           (4)
                                                                                                                                                                                            %
                                                                                                                                                                     %                    (5)

                                                                                                                                                                                                                     ---

         Total Core               721,035                                 696,503                                                   617,670                            17                       4
                                                                                                                                                                     %                      %



     Other (3)                    29,108                                  30,794                                                    44,800                          (35)
                                                                                                                                                                                            %
                                                                                                                                                                     %                    (5)

                                                                                                                                                                                                                     ---

      Total Revenue                       $
     750,143                                            $
       727,297                                                  $
     662,470                      13                                              3
                                                                                                                                                                                            %                                              %

                                                                                                                                                                                                                                                ===





                                                                                                                                                                                      
     
             Three Months Ended



     
                % of Total                                                                                                                                             October 31,                    August 1,           November 2,
                                                                                                                                                                                 2020                          2020                   2019

                                                                                                                                                                                                                         ---


     Networking (1)                   59                                      56                                                        50
                                        %                                      %                                                        %



     Storage (2)                      37                                      40                                                        43
                                        %                                      %                                                        %




        Total Core                    96                                      96                                                        93
                                        %                                      %                                                        %



     Other (3)                         4                                       4                                                         7
                                        %                                      %                                                        %




     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.

For further information, contact:
Ashish Saran
Vice President, Investor Relations
408-222-0777
ir@marvell.com

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SOURCE Marvell