Marvell Technology Group Ltd. Reports Fourth Quarter and Fiscal Year 2019 Financial Results

SANTA CLARA, Calif., March 7, 2019 /PRNewswire/ -- Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in infrastructure semiconductor solutions, today reported financial results for the fourth fiscal quarter and the full fiscal year, ended February 2, 2019. Revenue for the fourth quarter of fiscal 2019 was $745 million.

GAAP net loss from continuing operations for the fourth quarter of fiscal 2019 was $(261) million, or $(0.40) per diluted share. Non-GAAP net income from continuing operations for the fourth quarter of fiscal 2019 was $168 million, or $0.25 per diluted share. Cash flow from operations for the fourth quarter was $107 million.

Revenue for fiscal 2019 was $2.9 billion. GAAP net loss from continuing operations for fiscal 2019 was $(179) million, or $(0.30) per diluted share. Non-GAAP net income from continuing operations for fiscal 2019 was $716 million, or $1.19 per diluted share. Cash flow from operations for fiscal 2019 was $597 million

"Marvell continued to improve its financial performance in fiscal 2019, while also increasing scale and diversifying its business through the acquisition of Cavium. While macroeconomic conditions are currently impacting our first quarter outlook, we expect growth to resume in the second quarter," said Matt Murphy, Marvell's President and Chief Executive Officer. "Looking ahead, we are excited about our expanding position in the 5G market, including our recently announced partnership with Samsung, which includes multiple generations of baseband and control plane processors for both LTE and 5G base stations."

First Quarter of Fiscal 2020 Financial Outlook

    --  Revenue is expected to be $650 million +/- 3%.
    --  GAAP gross margin is expected to be approximately 55%.
    --  Non-GAAP gross margin is expected to be approximately 64%.
    --  GAAP operating expenses are expected to be $378 million to $388 million.
    --  Non-GAAP operating expenses are expected to be $295 million to $300
        million.
    --  GAAP diluted loss per share from continuing operations is expected to be
        $(0.09) to $(0.05) per share.
    --  Non-GAAP diluted income per share from continuing operations is expected
        to be $0.12 to $0.16 per share.

Conference Call

Marvell will conduct a conference call on Thursday, March 7, 2019 at 1:45 p.m. Pacific Time to discuss results for the fourth quarter and full fiscal year 2019. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, passcode 1885417. 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, March 15, 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 fourth quarter of fiscal 2019, a non-GAAP tax rate of 4% 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, including: Marvell's expectations regarding its first quarter of fiscal 2020 financial outlook, Marvell's expectations regarding growth in the second quarter of fiscal 2020, Marvell's position in the 5G market and Marvell's use of non-GAAP financial measures as important supplemental information. 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 effect of the consummation of our acquisition of Cavium on the combined company's business relationships, operating results, and business generally; potential difficulties in Cavium employee retention as a result of the transaction; the ability of Marvell to successfully integrate Cavium's operations and product lines; the ability of Marvell to implement its plans, forecasts, and other expectations with respect to Cavium's business and realize the anticipated synergies and cost savings in the time frame anticipated or at all, and identify and realize additional opportunities; 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 continued economic volatility in either domestic or foreign markets; the effects of transitioning to smaller geometry process technologies; the risks associated with manufacturing and selling a majority of 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 potential acquisitions 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-Q for the fiscal quarter ended November 3, 2018 as filed with the SEC on December 10, 2018, 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                                                             
       
           Year Ended


                                             February 2,                                   November 3,                                    February 3,                          February 2,                             February 3,
                                                    2019                              2018                                            2018                      2019                            2018

                                                                                                                                                                                            ---


     Net revenue                                          $
        744,799                                                  $
            851,051                               $
           615,409                         $
            2,865,791  $
        2,409,170



     Cost of goods sold                         422,797                             467,464                                                     241,927                          1,407,399               947,230



     Gross profit                               322,002                             383,587                                                     373,482                          1,458,392             1,461,940






     Operating expenses:



     Research and development                   256,102                             264,888                                                     180,000                            914,009               714,444


      Selling, general and administrative        106,168                             112,178                                                      68,291                            424,360               238,166



     Litigation settlement (a)                        -                                                                                        74,385                                                  74,385


      Restructuring related charges (gain)        12,740                              27,031                                                     (3,205)                            76,753                 5,250




     Total operating expenses                   375,010                             404,097                                                     319,471                          1,415,122             1,032,245



      Operating income (loss) from
       continuing operations                    (53,008)                           (20,510)                                                      54,011                             43,270               429,695



     Interest income                              1,236                               1,046                                                       5,738                             11,926                17,381



     Interest expense                          (21,953)                           (22,370)                                                       (292)                          (60,362)                (685)



     Other income (loss), net                     4,377                             (2,628)                                                      (658)                               519                 4,813



      Interest and other income (loss), net     (16,340)                           (23,952)                                                       4,788                           (47,917)               21,509



      Income (loss) from continuing
       operations before income taxes           (69,348)                           (44,462)                                                      58,799                            (4,647)              451,204



     Provision for income taxes                 191,350                               9,305                                                      10,036                            174,447                18,062



      Income (loss) from continuing
       operations, net of tax                  (260,698)                           (53,767)                                                      48,763                          (179,094)              433,142



      Income from discontinued operations,
       net of tax                                      -                                                                                                                                               87,689



     Net income (loss)                                  $
        (260,698)                                                $
            (53,767)                               $
           48,763                         $
            (179,094)   $
        520,831






     Net income (loss) per share - Basic:



     Continuing operations                                 $
        (0.40)                                                  $
            (0.08)                                 $
           0.10                            $
            (0.30)      $
        0.87




     Discontinued operations                 
            $                                      
            $                                                      
         $                                
          $                            $
        0.18



      Net income (loss) per share -Basic                    $
        (0.40)                                                  $
            (0.08)                                 $
           0.10                            $
            (0.30)      $
        1.05






     Net income (loss) per share - Diluted:



     Continuing operations                                 $
        (0.40)                                                  $
            (0.08)                                 $
           0.10                            $
            (0.30)      $
        0.85




     Discontinued operations                 
            $                                      
            $                                                      
         $                                
          $                            $
        0.17



      Net income (loss) per share -Diluted                  $
        (0.40)                                                  $
            (0.08)                                 $
           0.10                            $
            (0.30)      $
        1.02






     Weighted average shares:



     Basic                                      657,835                             657,519                                                     493,663                            591,232               498,008



     Diluted                                    657,835                             657,519                                                     506,197                            591,232               509,667



                            (a)               Represents legal settlement
                                               and associated costs related
                                               to Luna shareholder
                                               litigation matter.


                                                          
        
               Marvell Technology Group Ltd.


                                                        
      
         Condensed Consolidated Balance Sheets (Unaudited)


                                                             
           
                (In thousands)




                                                                                                                February 2,                  February 3,

                                                                                                                       2019                          2018




     
                Assets



     Current assets:



     Cash and cash equivalents                                                                                                $
        582,410                $
       888,482



     Short-term investments                                                                                                                     952,790



     Accounts receivable, net                                                                                      493,122                       280,395



     Inventories                                                                                                   276,005                       170,039



     Prepaid expenses and other current assets                                                                      43,721                        41,482



     Assets held for sale                                                                                                                        30,767




     Total current assets                                                                                        1,395,258                     2,363,955



     Property and equipment, net                                                                                   318,978                       202,222



     Goodwill                                                                                                    5,494,505                     1,993,310



     Acquired intangible assets, net                                                                             2,560,682



     Other non-current assets                                                                                      247,329                       148,800



     Total assets                                                                                                          $
        10,016,752              $
       4,708,287






     
                Liabilities and Shareholders' Equity



     Current liabilities:



     Accounts payable                                                                                                         $
        185,362                $
       145,236



     Accrued liabilities                                                                                           330,594                        86,958



     Accrued employee compensation                                                                                 115,925                       127,711



     Deferred income                                                                                                 4,915                        61,237




     Total current liabilities                                                                                     636,796                       421,142



     Long-term debt                                                                                              1,732,699



     Non-current income taxes payable                                                                               59,221                        56,976



     Deferred tax liabilities                                                                                      246,252                        52,204



     Other non-current liabilities                                                                                  35,374                        36,552




     Total liabilities                                                                                           2,710,342                       566,874





     Shareholders' equity:



     Common stock                                                                                                    1,317                           991



     Additional paid-in capital                                                                                  6,188,598                     2,733,292



     Accumulated other comprehensive loss                                                                                                       (2,322)



     Retained earnings                                                                                           1,116,495                     1,409,452




     Total shareholders' equity                                                                                  7,306,410                     4,141,413




     Total liabilities and shareholders' equity                                                                            $
        10,016,752              $
       4,708,287


                                                                                                              
        
                Marvell Technology Group Ltd.


                                                                                                 
              
        Condensed Consolidated Statements of Cash Flows (Unaudited)


                                                                                                                
              
                (In thousands)




                                                                                         Three Months Ended                                                       
              
               Year Ended


                                                                         February 2,                                         February 3,                                       February 2,                 February 3,
                                                                                2019                                 2018                                                2019                         2018

                                                                                                                                                                                                    ---


     
                Cash flows from operating activities:



     Net income (loss)                                                              $
              (260,698)                                                 $
              48,763                                          $
         (179,094)   $
       520,831


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



     Depreciation and amortization                                           37,627                                 20,918                                                          123,983                                       83,487



     Share-based compensation                                                50,580                                 21,377                                                          184,064                                       86,689


      Amortization of acquired intangible assets                              78,688                                    358                                                          183,318                                        3,570


      Amortization of inventory fair value adjustment
       associated with acquisition of Cavium                                  97,597                                                                                                223,372


      Amortization of deferred debt issuance costs and
       debt discounts                                                          2,064                                                                                                 11,354


      Restructuring related impairment charges (gain)                       (12,081)                               (4,159)                                                           (200)                                     (4,561)


      Amortization of premium /discount on available-
       for-sale securities                                                         -                                   392                                                              624                                          995



     Deferred income taxes                                                  146,322                                 17,027                                                          118,647                                       19,825



     Gain on sale of discontinued operations                                      -                                                                                                                                          (88,406)



     Loss (gain) on sale of business                                              -                                                                                                 1,592                                      (5,254)



     Other expense (income), net                                                344                                  (277)                                                           3,530                                      (1,920)



     Changes in assets and liabilities:



     Accounts receivable                                                   (39,347)                                85,719                                                         (99,044)                                      54,989



     Inventories                                                              2,489                                  3,878                                                            4,348                                     (12,160)



     Prepaid expenses and other assets                                          189                                  (627)                                                        (11,685)                                      12,494



     Accounts payable                                                      (28,753)                              (36,700)                                                         (6,493)                                    (16,613)


      Accrued liabilities and other non-current
       liabilities                                                            55,329                               (21,898)                                                          84,352                                     (62,360)



     Accrued employee compensation                                         (25,677)                               (1,324)                                                        (46,599)                                    (11,936)



     Deferred income                                                          1,968                               (13,706)                                                             675                                      (8,557)



      Net cash provided by operating activities                              106,641                                119,741                                                          596,744                                      571,113




     
                Cash flows from investing activities:


      Purchases of available-for-sale securities                                   -                             (162,607)                                                         (14,956)                                   (835,494)



     Sales of available-for-sale securities                                       -                                22,671                                                          623,896                                      306,822


      Maturities of available-for-sale securities                                  -                               120,639                                                          187,985                                      426,341



     Purchases of time deposits                                                   -                              (75,000)                                                        (25,000)                                   (300,000)



     Maturities of time deposits                                                  -                                75,000                                                          175,000                                      300,000



     Purchases of technology licenses                                         (359)                               (1,331)                                                        (11,540)                                     (6,587)



     Purchases of property and equipment                                   (28,886)                              (13,395)                                                        (75,921)                                    (38,551)


      Proceeds from sales of property and equipment                           42,707                                 10,571                                                           43,525                                       12,559


      Cash payment for acquisition of Cavium, net of
       cash and cash equivalents acquired                                          -                                                                                           (2,649,465)


      Net proceeds from sale of discontinued operations                            -                                                                                                                                           165,940


      Net proceeds (payments) from sale of business                                -                                                                                               (3,352)                                       2,402



     Other                                                                    2,275                                                                                                (2,725)                                       6,089



      Net cash provided by (used in) investing
       activities                                                             15,737                               (23,452)                                                     (1,752,553)                                       39,521




     
                Cash flows from financing activities:



     Repurchases of common stock                                           (50,005)                                                                                             (103,974)                                   (527,574)



     Proceeds from employee stock plans                                      40,189                                 42,878                                                          100,961                                      180,302


      Tax withholding paid on behalf of employees for
       net share settlement                                                  (9,248)                                 (905)                                                        (54,939)                                    (26,840)



     Dividend payments to shareholders                                     (39,489)                              (29,695)                                                       (148,081)                                   (119,251)


      Payments on technology license obligations                            (16,676)                               (5,806)                                                        (69,157)                                    (28,503)



     Proceeds from issuance of debt                                               -                                                                                             1,892,605



     Principal payments of debt                                            (75,000)                                                                                             (756,128)


      Payment of equity and debt financing costs                                   -                              (14,378)                                                        (11,550)                                    (14,378)



      Net cash provided by (used in) financing
       activities                                                          (150,229)                               (7,906)                                                         849,737                                    (536,244)



      Net increase (decrease) in cash and cash
       equivalents                                                          (27,851)                                88,383                                                        (306,072)                                      74,390


      Cash and cash equivalents at beginning of period                       610,261                                800,099                                                          888,482                                      814,092


      Cash and cash equivalents at end of period                                       $
              582,410                                                 $
              888,482                                            $
         582,410    $
       888,482


                                                                                                                  
        
                Marvell Technology Group Ltd.


                                                                                                        
              
          Reconciliations from GAAP to Non-GAAP (Unaudited)


                                                                                                            
            
            (In thousands, except per share amounts)




                                                                 
            
     Three Months Ended                                                                                       
          
                Year Ended


                                           February 2,                                 November 3,                                    February 3,                                              February 2,                            February 3,
                                                  2019                                         2018                                            2018                                         2019                                    2018

                                                                                                                                                                                                                                 ---


     GAAP gross profit:                                 $
           322,002                                                                             $
              383,587                                            $
              373,482                                $
            1,458,392  $
           1,461,940



     Special items:


      Share-based compensation                   2,942                                                       2,429                                                                    1,662                                        12,024                        6,645


      Amortization of acquired
       intangible assets                        57,591                                                      57,594                                                                                                               134,169


      Other cost of goods sold (a)              97,598                                                     105,841                                                                    8,000                                       226,372                       11,000




     Total special items                      158,131                                                     165,864                                                                    9,662                                       372,565                       17,645




     Non-GAAP gross profit                              $
           480,133                                                                             $
              549,451                                            $
              383,144                                $
            1,830,957  $
           1,479,585






     GAAP gross margin                 43.2
            %                                                       45.1
                                                                                                                %                                                          60.7
            %                               50.9
            %              60.7
            %

                                                                                                                                                                                                                                                                                     ===


     Non-GAAP gross margin             64.5
            %                                                       64.6
                                                                                                                %                                                          62.3
            %                               63.9
            %              61.4
            %

                                                                                                                                                                                                                                                                                     ===







      Total GAAP operating expenses                      $
           375,010                                                                             $
              404,097                                            $
              319,471                                $
            1,415,122  $
           1,032,245



     Special items:


      Share-based compensation                (47,638)                                                   (47,811)                                                                (19,715)                                    (186,071)                    (78,477)


      Restructuring related charges
       (gain) (b)                             (12,740)                                                   (27,031)                                                                   3,205                                      (76,753)                     (5,250)


      Amortization of acquired
       intangible assets                      (21,097)                                                   (21,098)                                                                   (358)                                     (49,150)                     (3,570)


      Litigation settlement (c)                      -                                                                                                                           (74,385)                                                                 (74,385)


      Other operating expenses (d)             (7,392)                                                   (11,222)                                                                (10,579)                                     (62,095)                    (14,689)




     Total special items                     (88,867)                                                  (107,162)                                                               (101,832)                                    (374,069)                   (176,371)



      Total non-GAAP operating
       expenses                                          $
           286,143                                                                             $
              296,935                                            $
              217,639                                $
            1,041,053    $
           855,874










     GAAP operating margin                      (7.1)                                                      (2.4)
                                                     %                                                          %                                                           8.8
            %                                1.5
            %              17.8
            %


      Other cost of goods sold (a)      13.1
            %                                                       12.4
                                                                                                                %                                                           1.3
            %                                7.9
            %               0.5
            %


      Share-based compensation           6.8
            %                                              5.9
            %                                                           3.5
            %                                6.9
            %               3.5
            %


      Restructuring related charges      1.7
            %                                              3.2
            %                                                                   (0.5)
       (gain) (b)                                                                                                                                                                       %                                2.7
            %               0.2
            %


      Amortization of acquired
       intangible assets                10.6
            %                                              9.2
            %                                                           0.1
            %                                6.4
            %               0.1
            %


      Litigation settlement (c)                      -         %                                                         %                                                 12.1
            %                                                         %  3.1
            %


      Other operating expenses (d)       0.9
            %                                              1.4
            %                                                           1.6
            %                                2.2
            %               0.7
            %

                                                                                                                                                                                                                                                                                     ---

      Non-GAAP operating margin         26.0
            %                                                       29.7
                                                                                                                %                                                          26.9
            %                               27.6
            %              25.9
            %

                                                                                                                                                                                                                                                                                     ===



      GAAP interest and other income
       (loss), net                                      $
           (16,340)                                                                           $
              (23,952)                                             $
              4,788                                 $
            (47,917)    $
           21,509



     Special items:


      Gain on sale of intellectual
       property                                (3,500)                                                                                                                                                                         (3,500)


      Restructuring related items (e)              157                                                       1,491                                                                    1,355                                            15                      (4,016)


      Write-off of debt issuance costs
       (f)                                         782                                                         850                                                                                                                 7,736




     Total special items                      (2,561)                                                      2,341                                                                    1,355                                         4,251                      (4,016)



      Total non-GAAP interest and
       other income (loss), net                         $
           (18,901)                                                                           $
              (21,611)                                             $
              6,143                                 $
            (43,666)    $
           17,493










     GAAP net income (loss)                           $
           (260,698)                                                                           $
              (53,767)                                            $
              48,763                                $
            (179,094)   $
           520,831


      Less: Income (loss) from
       discontinued operations, net of
       tax                                           -                                                                                                                                                                                                      87,689



      GAAP net income (loss) from
       continuing operations                 (260,698)                                                   (53,767)                                                                  48,763                                     (179,094)                     433,142




     Special items:


      Other cost of goods sold (a)              97,598                                                     105,841                                                                    8,000                                       226,372                       11,000


      Share-based compensation                  50,580                                                      50,240                                                                   21,377                                       198,095                       85,122


      Restructuring related charges
       (gain) in operating expenses (b)         12,740                                                      27,031                                                                  (3,205)                                       76,753                        5,250


      Restructuring related items in
       interest and other income
       (loss), net (d)                             157                                                       1,491                                                                    1,355                                            15                      (4,016)


      Amortization of acquired
       intangible assets                        78,688                                                      78,692                                                                      358                                       183,319                        3,570


      Litigation settlement (c)                      -                                                                                                                             74,385                                                                    74,385


      Gain on sale of intellectual
       property                                (3,500)                                                                                                                                                                         (3,500)


      Write-off of debt issuance costs
       (f)                                         782                                                         850                                                                                                                 7,736


      Other operating expenses (d)               7,392                                                      11,222                                                                   10,579                                        62,095                       14,689



      Pre-tax total special items              244,437                                                     275,367                                                                  112,849                                       750,885                      190,000



      Other income tax effects and
       adjustments (g)                         184,348                                                          55                                                                    3,170                                       144,585                      (7,590)



      Non-GAAP net income from
       continuing operations                             $
           168,087                                                                             $
              221,655                                            $
              164,782                                  $
            716,376    $
           615,552









      Weighted average shares -basic           657,835                                                     657,519                                                                  493,663                                       591,232                      498,008



      Weighted average shares -diluted         657,835                                                     657,519                                                                  506,197                                       591,232                      509,667





      GAAP diluted net income (loss)
       per share from continuing
       operations                                         $
           (0.40)                                                                             $
              (0.08)                                              $
              0.10                                   $
            (0.30)      $
           0.85



      Non-GAAP diluted net income per
       share from continuing operations
       (h)                                                  $
           0.25                                                                                $
              0.33                                               $
              0.32                                     $
            1.19       $
           1.19



     (a) Other costs of goods sold 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
          and February 3, 2018 and the year
          ended February 2, 2019 and February
          3, 2018 include gain on sale of a
          building that was a direct result of
          restructuring.




     (c) Represents legal settlement and
          associated costs related to
          shareholder litigation matter.




     (d) Other operating expenses primarily
          include Cavium merger costs, costs
          related to royalty matters, and costs
          of retention bonuses offered to
          employees who remained through the
          ramp down of certain operations due
          to restructuring actions.




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




     (f) Write-off of debt issuance costs is
          associated with the partial term loan
          repayment and the terminated bridge
          loan commitment.




     (g) Other income tax effects and
          adjustments relate to tax provision
          based on a non-GAAP income tax rate
          of 4%.




     (h) Non-GAAP diluted net income per share
          from continuing operations for the
          three months ended February 2, 2019
          and November 3, 2018 was calculated
          by dividing non-GAAP net income from
          continuing operations by weighted
          average shares outstanding (diluted)
          of 663,580 shares and 665,752 shares,
          respectively, due to the non-GAAP
          net income reported in the respective
          period. Non-GAAP diluted net income
          per share from continuing operations
          for the year ended February 2, 2019
          was calculated by dividing non-GAAP
          net income from continuing operations
          by weighted average shares
          outstanding (diluted) of 600,049, due
          to the non-GAAP net income reported
          in the period.


                                                                                
        
                Marvell Technology Group Ltd.


                                                                       
             
          Outlook for the First Quarter of Fiscal Year 2020


                                                                       
             
         Reconciliations from GAAP to Non-GAAP (Unaudited)


                                                                            
          
             (In millions, except per share amounts)






                                                                                                                                          
       
       Outlook for Three Months Ended

                                                                                                                                            
       
              May 4, 2019




     
                GAAP revenue                                                                                                                                                 $650 +/- 3%



     Special items:                                                                                                                                                                      -




     Non-GAAP revenue                                                                                                                                                          $650 +/- 3%





     
                GAAP gross margin                                                                                                                                                    55%



     Special items:



     Share-based compensation                                                                                                                                                         0.3%



     Amortization of acquired intangible assets                                                                                                                                       8.9%




     Non-GAAP gross margin                                                                                                                                                             64%





     
                Total GAAP operating expenses                                                                                                                    
               $378 - $388



     Special items:



     Share-based compensation                                                                                                                                                           54



     Restructuring related charges                                                                                                                                                       4



     Amortization of acquired intangible assets                                                                                                                                         20



     Other operating expenses                                                                                                                                                            7




     Total non-GAAP operating expenses                                                                                                                              
              $295 - $300







     
                GAAP diluted net income per share from continuing operations                                                                               
               $(0.09) - $(0.05)



     Special items:



     Share-based compensation                                                                                                                                                         0.08



     Amortization of acquired intangible assets                                                                                                                                       0.12



     Restructuring related charges in operating expenses                                                                                                                              0.01



     Other operating expenses                                                                                                                                                         0.01



     Other income tax effects and adjustments                                                                                                                                       (0.01)




     Non-GAAP diluted net income per share from continuing operations                                                                                             
              $0.12 - $0.16


                                                         
           
               Quarterly Revenue Trend (Unaudited)


                                                                 
             
                (In thousands)




                                
      
            Three Months Ended                                                               % Change


                    February 2,                                November 3,                                       February 3,          YoY             QoQ
                           2019                       2018                                            2018

                                                                                                                                             ---

     Storage (1)                $
      317,042                                             $
              406,822                               $
     323,718       (2)      (22)

                                                                                                                                                          %         %


     Networking (2)     387,457                      398,424                                                   241,611                             60       (3)
                                                                                                                                                 %
                                                                                                                                                          %

                                                                                                                                                                ---

        Total Core      704,499                      805,246                                                   565,329                             25      (13)
                                                                                                                                                 %
                                                                                                                                                          %


     Other (3)           40,300                       45,805                                                    50,080                           (20)     (12)

                                                                                                                                                 %        %



     Total Revenue              $
      744,799                                             $
              851,051                               $
     615,409        21       (12)
                                                                                                                                                          %
                                                                                                                                                                    %

                                                                                                                                                                          ===


                               
             
     Three Months Ended


                  % of Total February 2,                      November 3,      February 3,
                                    2019                              2018              2018



     Storage (1)                      43                                    48                 53
                                       %                                    %                 %


     Networking                       52                                    47                 39
      (2)                             %                                    %                 %



        Total Core                    95                                    95                 92
                                       %                                    %                 %


     Other (3)                         5                                     5                  8
                                       %                                    %                 %


     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
ir@marvell.com

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SOURCE Marvell Technology Group Ltd.