Marvell Technology Group Ltd. Reports Third Quarter of Fiscal 2011 Results

Revenue: $959 Million, Up 7 Percent Sequentially

GAAP Net Income: $256 Million, $0.38 per share EPS

Free Cash Flow: $338 Million, 35 Percent of Revenue

SANTA CLARA, Calif., Nov. 18, 2010 /PRNewswire-FirstCall/ -- Marvell Technology Group Ltd. (Nasdaq: MRVL), a global leader in integrated silicon solutions, today reported financial results for the third quarter of fiscal 2011, ended October 30, 2010.

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Net revenue for the third quarter of fiscal 2011 was $959 million, a 20 percent increase from $803 million in the third quarter of fiscal 2010, ended October 31, 2009, and an 7 percent sequential increase from $896 million in the second quarter of fiscal 2011, ended July 31, 2010.  

GAAP net income was $256 million, or $0.38 per share (diluted), for the third quarter of fiscal 2011, compared with a GAAP net income of $202 million, or $0.31 per share (diluted), for the third quarter of fiscal 2010. GAAP net income in the second quarter of fiscal 2011 was $220 million, or $0.33 per share (diluted).  

Non-GAAP net income was $307 million, or $0.45 per share (diluted), for the third quarter of fiscal 2011, as compared with non-GAAP net income of $232 million, or $0.35 per share (diluted), for the third quarter of fiscal 2010.  Non-GAAP net income for the second quarter of fiscal 2011 was $273 million, or $0.40 per share (diluted).  

"We delivered excellent results, which were at the high-end of our original guidance for the third quarter," said Dr. Sehat Sutardja, Marvell's Chairman and Chief Executive Officer.  "We delivered significant long term growth in all of our target end-markets.  We continue to make excellent progress within our mobile and wireless end market, which increased over 20 percent sequentially, and we experienced improved demand within our storage end-market as revenue increased 3 percent sequentially.  Furthermore, we continue to deliver robust margins and significant free cash flow, which highlights the long term leverage our business model can deliver."

Marvell reports net income, basic and diluted net income per share in accordance with U.S. generally accepted accounting principles (GAAP) and on a non-GAAP basis as outlined below.  Reconciliations of GAAP net income to non-GAAP net income for the three months ended October 30, 2010, July 31, 2010 and October 31, 2009 appear in the financial statements below.  Non-GAAP net income, where applicable, excludes the effect of stock-based compensation, amortization and write-offs of acquired intangible assets, restructuring costs and certain other expenses or benefits.  

GAAP gross margin for the third quarter of fiscal 2011 was 59.3 percent, compared to 57.5 percent for the third quarter of fiscal 2010 and 59.1 percent for the second quarter of fiscal 2011.  

Non-GAAP gross margin for the third quarter of fiscal 2011 was 59.5 percent, compared to 57.8 percent for the third quarter of fiscal 2010 and 59.3 percent for the second quarter of fiscal 2011.  

Shares used to compute GAAP net income per diluted share for the third quarter of fiscal 2011 were 675 million shares, compared with 660 million shares in the third quarter of fiscal 2010 and 675 million shares in the second quarter of fiscal 2011.  Shares used to compute non-GAAP net income per diluted share for the third quarter of fiscal 2011 were 677 million shares, compared with 664 million shares for the third quarter of fiscal 2010 and 678 million shares for the second quarter of fiscal 2011.  

Cash flow from operations for the third quarter of fiscal 2011 was $368 million, up from the $204 million in the third quarter of fiscal 2010 and up from the $319 million reported in the second quarter of fiscal 2011.  Free cash flow for the third quarter of fiscal 2011 was $338 million, up from the $196 million reported in third quarter of fiscal 2010, and up from the $292 million reported in the second quarter of fiscal 2011.  Free cash flow as presented above is defined as cash flow from operations, less capital expenditures and purchases of technology licenses.  

Conference Call

Marvell will be conducting a conference call on November 18, 2010 at 1:45 p.m. Pacific Time to discuss results for the third quarter of fiscal 2011.  Interested parties may join the conference call by dialing 1-866-510-0707, pass-code 19248119.  The call will be webcast by Thomson Reuters and can be accessed at the Marvell Investor Relations website at http://investor.marvell.com/ with a replay available following the call until December 18, 2010.  

Discussion of Non-GAAP Financial Measures

Non-GAAP financial measures exclude stock-based compensation expense as well as charges related to acquisitions, restructuring, gains and other charges that are driven primarily by discrete events that management does not consider to be directly related to Marvell's core operating performance.  Non-GAAP income per share is calculated by dividing non-GAAP net income by non-GAAP weighted average shares outstanding (diluted).  For purposes of calculating non-GAAP income per share, the GAAP weighted average shares outstanding (diluted) is adjusted to exclude the potential benefits of compensation costs expected to be incurred in future periods, but not yet recognized in the financial statements.  The expected compensation costs are treated as proceeds assumed to be used to repurchase shares under the GAAP treasury stock method and also include the dilutive/antidilutive effects of common stock options and restricted stock.  

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, the information provided by GAAP financial measures.  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.  For further information regarding why Marvell believes that these non-GAAP measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to Marvell's Current Report on Form 8-K filed today with the SEC.  The Form 8-K is available on the SEC's website at www.sec.gov as well as on the Marvell website in the Investor Relations section at www.marvell.com.  

About Marvell  

Marvell Technology Group Ltd. (NASDAQ: MRVL) is a global leader in the development of storage, communications and consumer silicon solutions.  Marvell's diverse product portfolio includes switching, transceiver, communications controller, wireless, and storage solutions that power the entire communications infrastructure, including enterprise, metro, home, and storage networking.  As used in this release, the term the "Marvell" refers to Marvell Technology Group Ltd. and its subsidiaries.  For more information please visit www.marvell.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding the sustainability of Marvell's ability to deliver long term growth, robust margins and significant free cash flow; and statements concerning Marvell's use of non-GAAP financial measures as important supplemental information.  These statements are not guarantees of results and should not be considered as an indication of future performance.  Actual events or results may differ materially from those described in this document due to a number of risks and uncertainties, including, among others, Marvell's financial condition and results of operations may vary from quarter to quarter; the impact of global economic conditions on Marvell's business; significant dependence on the hard disk drive industry; highly competitive nature of the markets in which Marvell competes; reliance on a few customers; market acceptance of Marvell's products; and the impact of current or future intellectual property litigation and claims for indemnification.  For other factors that could cause Marvell's results to vary from expectations, please see the risk factors identified in Marvell's latest Annual Report on Form 10-K for the year ended January 30, 2010, subsequent Quarterly Reports on Form 10-Q and  Current Reports on Form 8-K as filed with the SEC.  When Marvell files its Form 10-Q for the third quarter of fiscal 2011, the financial statements may differ from the results disclosed in this press release because judgments and estimates that management used in preparing the financial results reported in this press release may need to be updated to the date of the filing.  Marvell's results also remain subject to review by Marvell's independent registered public accounting firm.  Marvell undertakes no obligation to revise or update publicly any forward-looking statements.  


Marvell Technology Group Ltd.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)



                          Three Months Ended               Nine Months Ended

                          October               October    October    October
                          30,        July 31,   31,        30,        31,

                          2010       2010       2009       2010       2009



                                                           $          $
Net revenue               $ 959,327  $ 896,474  $ 803,098  2,711,380  1,965,152

Cost of goods
sold                      390,808    366,682    341,617    1,101,475  887,306

Gross profit              568,519    529,792    461,481    1,609,905  1,077,846

Operating
expenses:

 Research and
 development              218,420    228,211    212,873    665,742    615,152

 Selling and
 marketing                39,751     36,863     35,442     115,037    102,260

 General and
 administrative           29,576     25,440     16,660     78,124     148,856

 Amortization of acquired
 intangible assets        21,770     21,214     26,450     65,533     83,252

  Total
  operating
  expenses                309,517    311,728    291,425    924,436    949,520

Operating
income                    259,002    218,064    170,056    685,469    128,326

Interest and
other income
(expense), net            (1,665)    4,212      (1,373)    (1,205)    (1,254)

Income before
income taxes              257,337    222,276    168,683    684,264    127,072

Provision
(benefit) for
income taxes              1,605      2,499      (32,916)   2,988      (21,563)

Net income                $ 255,732  $ 219,777  $ 201,599  $ 681,276  148,635



Basic net
income per
share                     $ 0.39     $ 0.34     $ 0.32     $ 1.05     $ 0.24

Diluted net
income per
share                     $ 0.38     $ 0.33     $ 0.31     $ 1.01     $ 0.23



Shares used in computing
basic earnings per share  649,782    648,028    623,613    646,246    621,057

Shares used in computing
diluted earnings per
share                     674,789    675,220    659,739    676,023    647,863






Marvell Technology Group Ltd.

Reconciliation of GAAP Net Income to Non-GAAP Net Income

(Unaudited)

(In thousands, except per share amounts)



                             Three Months Ended            Nine Months Ended

                             October             October   October    October
                             30,       July 31,  31,       30,        31,

                             2010      2010      2009      2010       2009



                             $         $         $
GAAP net income              255,732   219,777   201,599   $ 681,276  $ 148,635

Stock-based compensation     29,541    30,689    34,377    87,126     96,040

Amortization of acquired
intangible assets            21,770    21,214    26,450    65,533     83,252

Restructuring (a)            259       1,660     1,919     2,504      15,211

Legal/Tax related matters
(b)                          -         -         (32,569)  4,373      38,229

Other (c)                    -         -         -         -          990

                             $         $         $
Non-GAAP net income          307,302   273,340   231,776   $ 840,812  $ 382,357



GAAP weighted average
shares - diluted             674,789   675,220   659,739   676,023    647,863

    Non-GAAP adjustment      2,710     3,131     4,297     3,050      2,938

Non-GAAP weighted average
shares diluted (d)           677,499   678,351   664,036   679,073    650,801



GAAP diluted net income
per share                    $ 0.38    $ 0.33    $ 0.31    $ 1.01     $ 0.23

Non-GAAP diluted net
income per share             $ 0.45    $ 0.40    $ 0.35    $ 1.24     $ 0.59



                             $         $         $         $          $
GAAP gross profit:           568,519   529,792   461,481   1,609,905  1,077,846

    Stock-based
    compensation             1,818     1,692     2,389     5,746      8,315

    Other                    -         -         -         -          990

Non-GAAP gross               $         $         $         $          $
profit                       570,337   531,484   463,870   1,615,651  1,087,151



GAAP gross profit as a %
of revenue                   59.3%     59.1%     57.5%     59.4%      54.8%

    Stock-based
    compensation             0.2%      0.2%      0.3%      0.2%       0.4%

    Other                    -         -         -         -          0.1%

Non-GAAP gross
profit                       59.5%     59.3%     57.8%     59.6%      55.3%



GAAP research and            $         $         $
development:                 218,420   228,211   212,873   $ 665,742  $ 615,152

    Stock-based
    compensation             (19,795)  (22,089)  (24,134)  (60,735)   (68,064)

    Restructuring            (187)     (1,370)   (1,338)   (1,686)    (10,704)

    Legal/Tax settlement     -         -         -         -          1,820

Non-GAAP research and        $         $         $
development                  198,438   204,752   187,401   $ 603,321  $ 538,204



GAAP selling and
marketing:                   $ 39,751  $ 36,863  $ 35,442  $ 115,037  $ 102,260

    Stock-based
    compensation             (3,208)   (2,397)   (4,087)   (8,778)    (11,457)

    Restructuring            -         -         (51)      -          (1,839)

    Legal/Tax
    settlement               -         -         -         -          659

Non-GAAP selling and
marketing                    $ 36,543  $ 34,466  $ 31,304  $ 106,259  $ 89,623



GAAP general and
administrative:              $ 29,576  $ 25,440  $ 16,660  $ 78,124   $ 148,856

    Stock-based
    compensation             (4,720)   (4,511)   (3,767)   (11,867)   (8,204)

    Restructuring            (72)      (290)     (530)     (818)      (2,668)

    Legal/Tax settlement     -         -         -         -          (71,842)

Non-GAAP general and
administrative               $ 24,784  $ 20,639  $ 12,363  $ 65,439   $ 66,142





(a) Amounts represent restructuring-related charges, including severance costs
    from reductions in force and asset impairment, as well as a charge related
    to facilities impairment.



(b) The nine months ended October 30, 2010 includes an amount representing the
    portion of an IP litigation settlement. The nine months ended October 31,
    2009 includes a $72.0 million charge in connection with the settlement of a
    class action litigation. This is offset by a $27.3 million benefit in the
    fiscal quarter ended October 31, 2009 resulting from the expiration of the
    statute of limitations related to a tax contingency reserve, in addition to
    a $5.3 million income tax benefit related to the adjustment of a prior year
    deferred tax asset.



(c) The nine months ended October 31, 2009 includes underutilization charges
    related to the rampdown of the Malaysia test operations.



(d) For purposes of calculating non-GAAP diluted net income per share, the GAAP
    diluted weighted average shares outstanding is adjusted to exclude the
    benefits of stock compensation costs attributable to future services and
    not yet recognized in the financial statements.








Marvell Technology Group Ltd.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands)



                                                    October 31,  January 30,

Assets                                              2010         2010

Current assets:

 Cash, cash equivalents, and short-term investments $ 2,675,273  $ 1,796,717

 Accounts receivable, net                           467,975      356,796

 Inventories                                        227,936      241,541

 Prepaid expenses and other current assets          78,576       70,491

   Total current assets                             3,449,760    2,465,545

Property and equipment, net                         347,588      342,497

Long-term investments                               30,865       34,281

Goodwill and acquired intangible assets, net        2,131,666    2,176,763

Other non-current assets                            161,793      151,854

   Total assets                                     $ 6,121,672  $ 5,170,940



Liabilities and Shareholders' Equity

Current liabilities:

 Accounts payable                                   $ 352,216    $ 283,362

 Accrued liabilities                                234,710      201,920

 Income taxes payable                               22,540       19,992

 Deferred income                                    88,216       59,396

 Current portion of capital lease obligations       1,011        1,940

   Total current liabilities                        698,693      566,610

Capital lease obligations, net of current portion   -            511

Other long-term liabilities                         194,973      185,840

   Total liabilities                                893,666      752,961



Shareholders' equity:

 Common stock                                       1,297        1,277

 Additional paid-in capital                         4,732,088    4,607,844

 Accumulated other comprehensive income (loss)      3,602        (885)

 Retained earnings (accumulated deficit)            491,019      (190,257)

   Total shareholders' equity                       5,228,006    4,417,979

   Total liabilities and shareholders' equity       $ 6,121,672  $ 5,170,940






Marvell Technology Group Ltd.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)



                                   Three Months Ended    Nine Months Ended

                                   October    October                 October
                                   30,        31,        October 30,  31,

                                   2010       2009       2010         2009

Cash flows from operating
activities:

Net income                         $ 255,732  $ 201,599  $ 681,276    $ 148,635

Adjustments to reconcile net
income to net cash provided

by operating
activities:

 Depreciation and
 amortization                      23,140     24,571     68,991       74,976

 Stock-based
 compensation                      29,541     34,377     87,126       96,040

 Amortization of acquired
 intangible assets                 21,770     26,450     65,533       83,252

 Facilities
 impairment                        -          -          1,140        -

 Amortization of
 marketable securities
 premium                           4,756      -          9,568        -

 Fair market value adjustment to
 acquired inventory sold           (401)      (10,807)   (2,391)      (13,883)

 Excess tax benefits from
 stock-based compensation          (440)      (136)      (669)        (205)

 Deferred income
 taxes                             (5,029)    263        (6,486)      6,131

 Changes in assets and
 liabilities:

  Restricted
  cash                             -          24,500     -            24,500

  Accounts
  receivable                       22,780     (65,857)   (111,179)    (172,218)

  Inventories                      11,940     (17,039)   15,856       83,548

  Prepaid expenses and
  other assets                     (10,172)   (1,362)    (3,718)      7,559

  Accounts payable                 (34,508)   38,281     63,935       172,062

  Accrued
  liabilities and
  other                            8,205      (82,687)   10,785       (13,628)

  Accrued employee
  compensation                     33,065     36,123     26,965       35,149

  Income taxes
  payable                          5,310      (33,988)   7,163        (29,060)

  Deferred income                  2,197      29,246     28,820       27,538

   Net cash provided by operating
   activities                      367,886    203,534    942,715      530,396

Cash flows from investing
activities:

 Purchases of
 investments                       (312,890)  (426,998)  (1,023,700)  (426,998)

 Sales and maturities of
 investments                       330,993    10,268     678,738      10,318

 Cash paid for
 acquisitions, net                 -          -          (20,679)     -

 Purchases of technology
 licenses                          (5,830)    -          (12,649)     (12,550)

 Purchases of property
 and equipment                     (23,969)   (7,629)    (63,267)     (14,808)

   Net cash used in
   investing activities            (11,696)   (424,359)  (441,557)    (444,038)

Cash flows from financing
activities:



 Repurchase of
 common stock                      (60,594)   -          (60,594)     -

 Proceeds from employee
 stock plans                       17,196     13,728     97,673       34,749

 Principal payments on
 capital lease
 obligations                       (490)      (451)      (1,440)      (1,326)

 Excess tax benefits from
 stock-based compensation          440        136        669          205

   Net cash (used in) provided by
   financing activities            (43,448)   13,413     36,308       33,628

Net increase (decrease) in cash
and cash equivalents               312,742    (207,412)  537,466      119,986

Cash and cash equivalents
at beginning of period             1,330,152  1,254,807  1,105,428    927,409

Cash and cash equivalents          $          $                       $
at end of period                   1,642,894  1,047,395  $ 1,642,894  1,047,395






For further information, contact:

Jeff Palmer         Tom Hayes

Investor Relations  Corporate Marketing

408-222-8373        408-222-2815

jpalmer@marvell.com tom@marvell.com





SOURCE Marvell Technology Group Ltd.