Marvell Technology Group Ltd. Reports Fourth Quarter and Fiscal Year 2020 Financial Results
SANTA CLARA, Calif., March 4, 2020 /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 1, 2020. Revenue for the fourth quarter of fiscal 2020 was $718 million.
Marvell completed the acquisition of Avera Semiconductor ("Avera"), the Application Specific Integrated Circuit ("ASIC") business of GlobalFoundries on November 5, 2019. Marvell's results for the fourth quarter of fiscal 2020 and fiscal year 2020 include the results of Avera from the acquisition date, while prior periods presented do not.
On December 6, 2019, the Company completed the divestiture of the Wi-Fi Connectivity business to NXP. The Company received $1.7 billion in cash proceeds. The divestiture resulted in a pre-tax gain on sale of $1.1 billion. Marvell's results for the fourth quarter of fiscal 2020 and fiscal year 2020 include the results of the Wi-Fi Connectivity business through the divestiture date, while prior periods presented include the results of the Wi-Fi Connectivity business for the entire period.
On December 31, 2019, the Company completed an intra-entity asset transfer of certain of the Company's intellectual property to a subsidiary in Singapore. The internal restructuring aligns the global economic ownership of the Company's intellectual property rights with the Company's current and future business operations. The internal restructuring resulted in an income tax benefit of approximately $763 million for the fourth quarter of fiscal 2020 and for fiscal year 2020, which primarily captures the tax effect of future deductions.
GAAP net income for the fourth quarter of fiscal 2020 was $1.8 billion, or $2.62 per diluted share. Non-GAAP net income for the fourth quarter of fiscal 2020 was $117 million, or $0.17 per diluted share.
Revenue for fiscal 2020 was $2.7 billion. GAAP net income for fiscal 2020 was $1.6 billion, or $2.34 per diluted share. Non-GAAP net income for fiscal 2020 was $444 million, or $0.66 per diluted share.
"Marvell delivered fourth quarter revenue above the mid-point of guidance with solid results from both our networking and storage businesses. Our guidance for the first quarter of fiscal 2021 reflects the reduction of approximately 5 percent of revenue to account for coronavirus impacts we are aware of so far," said Matt Murphy, Marvell's President and CEO. "Our customer and design win traction in the wireless infrastructure market continues to grow and Nokia announced an expanded relationship with Marvell to develop multiple generations of leading 5G silicon solutions. We also announced the extension of our long-term collaboration with Samsung on the radio access network."
Marvell's first quarter guidance takes into account the U.S. Government's export restriction on certain Chinese customers. Given the ongoing uncertainty associated with the coronavirus, we also have temporarily widened the guidance range on revenue.
First Quarter of Fiscal 2021 Financial Outlook
-- Revenue is expected to be $680 million +/- 5%.
-- GAAP gross margin is expected to be approximately 47.5%.
-- Non-GAAP gross margin is expected to be approximately 63%.
-- GAAP operating expenses are expected to be $410 million +/- $3 million.
-- Non-GAAP operating expenses are expected to be $310 million +/- $2.5
million.
-- GAAP diluted loss per share is expected to be $(0.20) to $(0.12) per
share.
-- Non-GAAP diluted income per share is expected to be $0.11 to $0.17 per
share.
Conference Call
Marvell will conduct a conference call on Wednesday, March 4, 2020 at 1:45 p.m. Pacific Time to discuss results for the fourth quarter and full fiscal year 2020. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, passcode 3670507. 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 Wednesday, March 11, 2020.
Discussion of Non-GAAP Financial Measures
Non-GAAP financial measures exclude the effect of share-based compensation expense, amortization of the inventory fair value adjustment associated with the Aquantia and Avera acquisitions, amortization of acquired intangible assets, acquisition and divestiture-related costs, restructuring and other related charges, resolution of legal matters, and certain expenses and benefits that are driven primarily by discrete events that management does not consider to be directly related to Marvell's core business.
Marvell uses a non-GAAP tax rate to compute the non-GAAP tax provision. This non-GAAP tax rate is based on Marvell's estimated annual GAAP income tax forecast, adjusted to account for items excluded from GAAP income in calculating Marvell's non-GAAP income, as well as the effects of significant non-recurring and period specific tax items which vary in size and frequency. Marvell's non-GAAP tax rate is determined on an annual basis and may be adjusted during the year to take into account events that may materially affect the non-GAAP tax rate such as tax law changes; significant changes in Marvell's geographic mix of revenue and expenses; or changes to Marvell's corporate structure. For the fourth quarter of fiscal 2020, a non-GAAP tax rate of 4.5% has been applied to the non-GAAP financial results.
Marvell believes that the presentation of non-GAAP financial measures provide important supplemental information to management and investors regarding financial and business trends relating to Marvell's financial condition and results of operations. While Marvell uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, Marvell does not consider these measures to be a substitute for, or superior to, financial measures calculated in accordance with GAAP. Consistent with this approach, Marvell believes that disclosing non-GAAP financial measures to the readers of its financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance.
Externally, management believes that investors may find Marvell's non-GAAP financial measures useful in their assessment of Marvell's operating performance and the valuation of Marvell. Internally, Marvell's non-GAAP financial measures are used in the following areas:
-- Management's evaluation of Marvell's operating performance;
-- Management's establishment of internal operating budgets;
-- Management's performance comparisons with internal forecasts and
targeted business models; and
-- Management's determination of the achievement and measurement of certain
performance-based equity awards (adjustments may vary from award to
award).
Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of Marvell's business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of Marvell's results as reported under GAAP. 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. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties, including, but not limited to: the risk that the company may not realize the anticipated benefits of the acquisitions of Aquantia Corp. and the Application Specific Integrated Circuit (ASIC) business of GLOBALFOUNDRIES and the divestiture of NXP (collectively, the "Transactions"); the effect of the consummation of the Transactions on the company's business relationships, operating results, and business generally; potential difficulties in employee retention as a result of the Transactions; the ability of Marvell to successfully integrate operations and product lines related to the acquisitions; the ability of Marvell to implement its plans, forecasts, and other expectations with respect to the Transactions and realize the anticipated synergies and cost savings in the time frame anticipated or at all; the impact of international conflict and economic volatility in either domestic or foreign markets including risks related to trade conflicts, bans and tariffs; the risks associated with manufacturing and selling products and customers' products outside of the United States; Marvell's ability to define, design and develop products for the 5G market; Marvell's ability to market its 5G products to Tier 1 infrastructure customers; the effects of transitioning to smaller geometry process technologies; the impact of any change in the income tax laws in jurisdictions where Marvell operates and the loss of any beneficial tax treatment that Marvell currently enjoys; the risk of downturns in the highly cyclical semiconductor industry; Marvell's dependence upon the storage and networking markets, which are highly cyclical and intensely competitive; the outcome of pending or future litigation and legal and regulatory proceedings; Marvell's dependence on a small number of customers; the impact and costs associated with changes in international financial and regulatory conditions; Marvell's ability and the ability of its customers to successfully compete in the markets in which it serves; Marvell's reliance on independent foundries and subcontractors for the manufacture, assembly and testing of its products; the effects of epidemics like the coronavirus on Marvell's employees, customers and suppliers; Marvell's ability and its customers' ability to develop new and enhanced products and the adoption of those products in the market; decreases in gross margin and results of operations in the future due to a number of factors; Marvell's ability to estimate customer demand and future sales accurately; Marvell's ability to scale its operations in response to changes in demand for existing or new products and services; risks associated with acquisition and consolidation activity in the semiconductor industry; the effects of any other potential acquisitions, divestitures or investments; Marvell's ability to protect its intellectual property; Marvell's maintenance of an effective system of internal controls; severe financial hardship or bankruptcy of one or more of Marvell's major customers; and other risks detailed in Marvell's SEC filings from time to time. For other factors that could cause Marvell's results to vary from expectations, please see the risk factors identified in Marvell's Quarterly Report on Form 10-Q for the fiscal quarter ended November 2, 2019 as filed with the SEC on December 4, 2019, and other factors detailed from time to time in Marvell's filings with the SEC. Marvell undertakes no obligation to revise or publicly update any forward-looking statements.
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 1, November 2, February 2, February 1, February 2,
2020 2019 2019 2020 2019
Net revenue $
717,671 $
662,470 $
744,799 $
2,699,161 $
2,865,791
Cost of goods sold 412,927 322,403 422,797 1,342,220 1,407,399
Gross profit 304,744 340,067 322,002 1,356,941 1,458,392
Operating expenses:
Research and development 279,389 267,781 256,102 1,080,391 914,009
Selling, general and administrative 121,592 118,993 106,168 464,580 424,360
Restructuring related charges 18,258 14,802 12,740 55,328 76,753
Total operating expenses 419,239 401,576 375,010 1,600,299 1,415,122
Operating income (loss) (114,495) (61,509) (53,008) (243,358) 43,270
Interest income 1,379 1,092 1,236 4,816 11,926
Interest expense (22,656) (21,241) (21,953) (85,631) (60,362)
Other income, net 1,124,179 689 4,377 1,122,555 519
Interest and other income (loss), net 1,102,902 (19,460) (16,340) 1,041,740 (47,917)
Income (loss) before income taxes 988,407 (80,969) (69,348) 798,382 (4,647)
Provision (benefit) for income taxes (784,266) 1,532 191,350 (786,009) 174,447
Net income (loss) $
1,772,673 $
(82,501) $
(260,698) $
1,584,391 $
(179,094)
Net income (loss) per share - Basic $
2.66 $
(0.12) $
(0.40) $
2.38 $
(0.30)
Net income (loss) per share - Diluted $
2.62 $
(0.12) $
(0.40) $
2.34 $
(0.30)
Weighted average shares:
Basic 665,562 668,178 657,835 664,709 591,232
Diluted 675,700 668,178 657,835 676,094 591,232
Marvell Technology Group Ltd.
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
February 1, February 2,
2020 2019
Assets
Current assets:
Cash and cash equivalents $
647,604 $
582,410
Accounts receivable, net 492,346 493,122
Inventories 322,980 276,005
Prepaid expenses and other current assets 74,567 43,721
Total current assets 1,537,497 1,395,258
Property and equipment, net 357,092 318,978
Goodwill 5,337,405 5,494,505
Acquired intangible assets, net 2,764,600 2,560,682
Deferred tax assets 639,791 12,460
Other non-current assets 496,850 234,869
Total assets $
11,133,235 $
10,016,752
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable $
213,747 $
185,362
Accrued liabilities 346,639 335,509
Accrued employee compensation 149,780 115,925
Total current liabilities 710,166 636,796
Long-term debt 1,439,024 1,732,699
Deferred tax liabilities 31,233 246,252
Other non-current liabilities 274,232 94,595
Total liabilities 2,454,655 2,710,342
Shareholders' equity:
Common stock 1,328 1,317
Additional paid-in capital 6,135,939 6,188,598
Retained earnings 2,541,313 1,116,495
Total shareholders' equity 8,678,580 7,306,410
Total liabilities and shareholders' equity $
11,133,235 $
10,016,752
Marvell Technology Group Ltd.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Three Months Ended
Year Ended
February 1, February 2, February 1, February 2,
2020 2019 2020 2019
Cash flows from operating activities:
Net income (loss) $
1,772,673 $
(260,698) $
1,584,391 $
(179,094)
Adjustments to reconcile net income (loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 43,996 37,627 156,658 123,983
Share-based compensation 53,171 50,580 242,207 184,064
Amortization of acquired intangible assets 114,615 78,688 368,082 183,318
Amortization of inventory fair value adjustment associated with
acquisitions 52,510 97,597 55,826 223,372
Amortization of deferred debt issuance costs and debt discounts 2,723 2,064 6,763 11,354
Restructuring related impairment charges (gain) 1,328 (12,081) 17,571 (200)
Deferred income taxes (777,257) 146,322 (785,158) 118,647
Gain on sale of business (1,123,223) (1,121,709) 1,592
Other expense (income), net 9,287 344 26,448 4,154
Changes in assets and liabilities:
Accounts receivable 2,870 (39,347) 11,244 (99,044)
Inventories 43,361 2,489 12,759 4,348
Prepaid expenses and other assets (43,099) 189 (54,138) (11,685)
Accounts payable (29,143) (28,753) 1,658 (6,493)
Accrued liabilities and other non-current liabilities (76,635) 57,297 (182,893) 85,027
Accrued employee compensation 8,661 (25,677) 20,588 (46,599)
Net cash provided by operating activities 55,838 106,641 360,297 596,744
Cash flows from investing activities:
Purchases of available-for-sale securities (14,956)
Sales of available-for-sale securities 18,832 623,896
Maturities of available-for-sale securities 187,985
Purchases of time deposits (25,000)
Maturities of time deposits 175,000
Purchases of technology licenses (2,776) (359) (4,712) (11,540)
Purchases of property and equipment (18,986) (28,886) (81,921) (75,921)
Proceeds from sales of property and equipment 89 42,707 620 43,525
Cash payment for acquisition, net of cash and cash equivalents
acquired (593,500) (1,071,079) (2,649,465)
Net proceeds from sale of business 1,699,835 1,698,783 (3,352)
Other (405) 2,275 (1,677) (2,725)
Net cash provided by (used in) investing activities 1,084,257 15,737 558,846 (1,752,553)
Cash flows from financing activities:
Repurchases of common stock (300,000) (50,005) (364,272) (103,974)
Proceeds from employee stock plans 44,167 40,189 147,276 100,961
Tax withholding paid on behalf of employees for net share
settlement (17,440) (9,248) (98,302) (54,939)
Dividend payments to shareholders (40,077) (39,489) (159,573) (148,081)
Payments on technology license obligations (15,053) (16,676) (72,266) (69,157)
Proceeds from issuance of debt 600,000 950,000 1,892,605
Principal payments of debt (1,200,000) (75,000) (1,250,000) (756,128)
Payment of equity and debt financing costs (11,550)
Other, net (2,457) (6,812)
Net cash provided by (used in) financing activities (930,860) (150,229) (853,949) 849,737
Net increase (decrease) in cash and cash equivalents 209,235 (27,851) 65,194 (306,072)
Cash and cash equivalents at beginning of period 438,369 610,261 582,410 888,482
Cash and cash equivalents at end of period $
647,604 $
582,410 $
647,604 $
582,410
Marvell Technology Group Ltd.
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In thousands, except per share amounts)
Three Months Ended
Year Ended
February 1, November 2, February 2, February 1, February 2,
2020 2019 2019 2020 2019
GAAP gross profit: $
304,744 $
340,067 $
322,002 $
1,356,941 $
1,458,392
Special items:
Share-based compensation 3,181 3,990 2,942 13,759 12,024
Amortization of acquired intangible assets 86,383 72,146 57,591 279,567 134,169
Other cost of goods sold (a) 52,510 4,758 97,598 57,718 226,372
Total special items 142,074 80,894 158,131 351,044 372,565
Non-GAAP gross profit $
446,818 $
420,961 $
480,133 $
1,707,985 $
1,830,957
GAAP gross margin 42.5
% 51.3
% 43.2
% 50.3
% 50.9
%
Non-GAAP gross margin 62.3
% 63.5
% 64.5
% 63.3
% 63.9
%
Total GAAP operating expenses $
419,239 $
401,576 $
375,010 $
1,600,299 $
1,415,122
Special items:
Share-based compensation (49,989) (63,375) (47,638) (229,050) (186,071)
Restructuring related charges (b) (18,258) (14,802) (12,740) (55,328) (76,753)
Amortization of acquired intangible assets (28,232) (20,614) (21,097) (88,515) (49,150)
Other operating expenses (c) (16,621) (19,495) (7,392) (63,361) (62,095)
Total special items (113,100) (118,286) (88,867) (436,254) (374,069)
Total non-GAAP operating expenses $
306,139 $
283,290 $
286,143 $
1,164,045 $
1,041,053
GAAP operating margin (16.0) (9.3) (7.1)
% % % (9.0)
% 1.5
%
Other cost of goods sold (a) 7.3
% 0.7
% 13.1
% 2.1
% 7.9
%
Share-based compensation 7.4
% 10.2
% 6.8
% 9.0
% 6.9
%
Restructuring related charges (b) 2.5
% 2.2
% 1.7
% 2.0
% 2.7
%
Amortization of acquired intangible assets 16.0
% 14.0
% 10.6
% 13.6
% 6.4
%
Other operating expenses (c) 2.4
% 3.0
% 0.9
% 2.5
% 2.2
%
Non-GAAP operating margin 19.6
% 20.8
% 26.0
% 20.2
% 27.6
%
GAAP interest and other income (loss), net $
1,102,902 $
(19,460) $
(16,340) $
1,041,740 $
(47,917)
Special items:
Gain on sale of intellectual property (3,500) (3,500)
Restructuring related items (d) (1,122,988) (946) 157 (1,124,197) 15
Write-off of debt issuance costs (e) 1,621 782 2,079 7,736
Deal costs (f) 496 1,505
Total special items (1,121,367) (450) (2,561) (1,120,613) 4,251
Total non-GAAP interest and other income (loss),
net $
(18,465) $
(19,910) $
(18,901) $
(78,873) $
(43,666)
GAAP net income (loss) $
1,772,673 $
(82,501) $
(260,698) $
1,584,391 $
(179,094)
Special items:
Other cost of goods sold (a) 52,510 4,758 97,598 57,718 226,372
Share-based compensation 53,170 67,365 50,580 242,809 198,095
Restructuring related charges (gain) in operating
expenses (b) 18,258 14,802 12,740 55,328 76,753
Restructuring related items in interest and other
income (loss), net (d) (1,122,988) (946) 157 (1,124,197) 15
Amortization of acquired intangible assets 114,615 92,760 78,688 368,082 183,319
Gain on sale of intellectual property (3,500) (3,500)
Write-off of debt issuance costs (e) 1,621 782 2,079 7,736
Transaction costs included in interest and other
income, net (f) 496 1,505
Other operating expenses (c) 16,621 19,495 7,392 63,361 62,095
Pre-tax total special items (866,193) 198,730 244,437 (333,315) 750,885
Other income tax effects and adjustments (g) (789,761) (3,773) 184,348 (806,938) 144,585
Non-GAAP net income $
116,719 $
112,456 $
168,087 $
444,138 $
716,376
Weighted average shares - basic 665,562 668,178 657,835 664,709 591,232
Weighted average shares - diluted 675,700 668,178 657,835 676,094 591,232
GAAP diluted net income (loss) per share $
2.62 $
(0.12) $
(0.40) $
2.34 $
(0.30)
Non-GAAP diluted net income per share (h) $
0.17 $
0.17 $
0.25 $
0.66 $
1.19
(a) Other costs of goods sold includes
amortization of the Avera and
Aquantia inventory fair value
adjustment in fiscal 2020,
amortization of the Cavium inventory
fair value adjustment in fiscal 2019,
as well as 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 and twelve months ended
February 2, 2019 include gain on sale
of a building that was a direct
result of restructuring.
(c) Other operating expenses primarily
include Cavium, Aquantia and Avera
merger costs.
(d) 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.
(e) Write-off of debt issuance costs is
associated with the partial term loan
repayment.
(f) Costs incurred in connection with
preparation of the divestiture of the
Wi-Fi Connectivity business.
(g) Other income tax effects and
adjustments relate to tax provision
based on a non-GAAP income tax rate
of 4.5% for the three months ended
November 2, 2019 and the three and
twelve months ended February 1, 2020,
and based on a non-GAAP income tax
rate of 4% for the three and twelve
months ended February 2, 2019.
(h) Non-GAAP diluted net income per share
for the three months ended November
2, 2019 and February 2, 2019 was
calculated by dividing non-GAAP net
income by weighted average shares
outstanding (diluted) of 679,345 and
663,580 shares, respectively, due to
the non-GAAP net income reported in
the respective period. Non-GAAP
diluted net income per share for the
year ended February 2, 2019 was
calculated by dividing non-GAAP net
income 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 2021
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In millions, except per share amounts)
Outlook for Three Months Ended
May 2, 2020
GAAP revenue $680 +/- 5%
Special items: -
Non-GAAP revenue $680 +/- 5%
GAAP gross margin 47.5%
Special items:
Share-based compensation 0.3%
Amortization of acquired
intangible assets 15.2%
Non-GAAP gross margin 63%
Total GAAP operating expenses
$410 +/- 3
Special items:
Share-based compensation 57
Restructuring related charges 10
Amortization of acquired
intangible assets 26
Other operating expenses 7
Total non-GAAP operating
expenses
$310 +/- 2.5
GAAP diluted net income per
share
$(0.20) - $(0.12)
Special items:
Share-based compensation 0.09
Amortization of acquired
intangible assets 0.19
Restructuring related charges
in operating expenses 0.01
Other operating expenses 0.01
Non-GAAP diluted net income
per share
$0.11 - $0.17
Quarterly Revenue Trend (Unaudited)
(In thousands)
Three Months Ended % Change
February 1, November 2, February 2, YoY QoQ
2020 2019 2019
Networking (1) $
376,724 $
329,962 $
387,457 (3) 14
% %
Storage (2) 296,486 287,708 317,042 (6) 3
% %
Total Core 673,210 617,670 704,499 (4) 9
% %
Other (3) 44,461 44,800 40,300 10 (1)
% %
Total Revenue $
717,671 $
662,470 $
744,799 (4) 8
% %
===
Three Months Ended
% of Total February 1, November 2, February 2,
2020 2019 2019
Networking 52 50 52
(1) % % %
Storage (2) 41 43 43
% % %
Total Core 93 93 95
% % %
Other (3) 7 7 5
% % %
Total 100 100 100
Revenue % % %
(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,
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
