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

Revenue: $896 Million, Up 5 Percent Sequentially

GAAP Net Income: $220 Million, $0.33 per share EPS

Free Cash Flow: $292 Million, 33 Percent of Revenue

Announces $500 Million Share Repurchase Plan

SANTA CLARA, Calif., Aug. 19 /PRNewswire-FirstCall/ -- Marvell Technology Group Ltd. (Nasdaq: MRVL), a global leader in integrated silicon solutions today reported financial results for the second quarter of fiscal 2011, ended July 31, 2010.

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Net revenue for the second quarter of fiscal 2011 was $896 million, a 40 percent increase from $641 million in the second quarter of fiscal 2010, ended August 1, 2009, and a 5 percent sequential increase from $856 million in the first quarter of fiscal 2011, ended May 1, 2010.  

GAAP net income was $220 million, or $0.33 per share (diluted), for the second quarter of fiscal 2011, compared with a GAAP net income of $58 million, or $0.09 per share (diluted), for the second quarter of fiscal 2010. GAAP net income in the first quarter of fiscal 2011 was $206 million, or $0.30 per share (diluted).  

Non-GAAP net income was $273 million, or $0.40 per share (diluted), for the second quarter of fiscal 2011, as compared with non-GAAP net income of $119 million, or $0.18 per share (diluted), for the second quarter of fiscal 2010.  Non-GAAP net income for the first quarter of fiscal 2011 was $260 million, or $0.38 per share (diluted).  

"We delivered excellent results for the second quarter," said Dr. Sehat Sutardja, Marvell's Chairman and Chief Executive Officer.  "We experienced significant revenue growth in our mobile and wireless end market which increased over 50 percent sequentially, and over 140 percent year over year, while revenue from our networking end market grew 4 percent sequentially, and over 30 percent year over year.  Despite the challenges of a softening macroeconomic environment for PCs, we continue to deliver best in class profitability on both operating and cash flow margins, demonstrating the robustness of our long-term business model driven by the transformation of our revenues to the mobile and wireless semiconductor end market.  Given the long-term confidence we have in our business model, we are pleased to announce the Board of Directors has authorized a share repurchase program of $500 million."

Marvell reports net income (loss), basic and diluted net income (loss) 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 (loss) to non-GAAP net income for the three months ended July 31, 2010, May 1, 2010 and August 1, 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 second quarter of fiscal 2011 was 59.1 percent, compared to 55.0 percent for the second quarter of fiscal 2010 and 59.8 percent for the first quarter of fiscal 2011.  

Non-GAAP gross margin for the second quarter of fiscal 2011 was 59.3 percent, compared to 55.3 percent for the second quarter of fiscal 2010 and 60.6 percent for the first quarter of fiscal 2011.  

Shares used to compute GAAP net income per diluted share for the second quarter of fiscal 2011 were 675 million shares, compared with 648 million shares in the second quarter of fiscal 2010 and 678 million shares in the first quarter of fiscal 2011.  Shares used to compute non-GAAP net income per diluted share for the second quarter of fiscal 2011 were 678 million shares, compared with 652 million shares for the second quarter of fiscal 2010 and 681 million shares for the first quarter of fiscal 2011.  

Cash flow from operations for the second quarter of fiscal 2011 was $319 million, up from the $182 million in the second quarter of fiscal 2010 and up from the $256 million reported in the first quarter of fiscal 2011.  Free cash flow for the second quarter of fiscal 2011 was $292 million, up from the $175 million reported in second quarter of fiscal 2010, and up from the $237 million reported in the first 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.  

Share Repurchase Program

Marvell also announced today that its Board of Directors has authorized a program to repurchase up to $500 million of its outstanding common shares, depending on market conditions and other factors.  

Marvell intends to effect the repurchase program in accordance with the conditions of Rule 10b-18 under the Securities Exchange Act of 1934, as amended.  The repurchase program will be subject to market conditions and other factors and does not obligate Marvell to repurchase any dollar amount or number of its common shares.  The program may be extended, modified, suspended or discontinued at any time.  The repurchases, which are expected to be funded from Marvell's current cash and short-term position of over $2.3 billion, may occur in open market, privately negotiated or block transactions.  As of July 31, 2010, Marvell had approximately 650 million common shares outstanding.  

Conference Call

Marvell will be conducting a conference call on August 19, 2010 at 1:45 p.m. Pacific Time to discuss results for the second quarter of fiscal 2011.  Interested parties may join the conference call by dialing 1-866-314-5050, pass-code 24135453.  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 September 19, 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 earnings per share is calculated by dividing non-GAAP net income by non-GAAP weighted average shares outstanding (diluted).  For purposes of calculating non-GAAP earnings 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 "Company" and "Marvell" refer 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 the Company's long term business model to deliver best in class profitability on both operating and cash flow margins; the Company's ability to fund common share purchases out of the Company's current cash position; the types of transactions pursuant to which repurchases will be made under the share repurchase program; and statements concerning the Company'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, the Company's financial condition and results of operations may vary from quarter to quarter; the impact of global economic conditions on the Company's business; significant dependence on the hard disk drive industry; highly competitive nature of the markets in which the Company competes; reliance on a few customers; market acceptance of the Company'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 second 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.  The Company's results also remain subject to review by the Company'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               Six Months Ended

                      July 31,   May 1,     August 1,  July 31,     August 1,

                      2010       2010       2009       2010         2009



Net revenue           $ 896,474  $ 855,579  $ 640,620  $ 1,752,053  $ 1,162,054

Cost of goods sold    366,682    343,985    288,059    710,667      545,689

Gross profit          529,792    511,594    352,561    1,041,386    616,365

Operating expenses:

 Research and
 development          228,211    219,111    196,190    447,322      402,279

 Selling and
 marketing            36,863     38,423     32,908     75,286       66,818

 General and
 administrative       25,440     23,108     29,468     48,548       132,196

 Amortization and
 write-off of
 acquired intangible
 assets               21,214     22,549     26,446     43,763       56,802

  Total operating
  expenses            311,728    303,191    285,012    614,919      658,095

Operating income
(loss)                218,064    208,403    67,549     426,467      (41,730)

Interest and other
income (expense), net 4,212      (3,752)    279        460          119

Income (loss) before
income taxes          222,276    204,651    67,828     426,927      (41,611)

Provision (benefit)
for income taxes      2,499      (1,116)    9,335      1,383        11,353

Net income (loss)     $ 219,777  $ 205,767  $ 58,493   $ 425,544    (52,964)



Basic net income
(loss) per share      $ 0.34     $ 0.32     $ 0.09     $ 0.66       $ (0.09)

Diluted net income
(loss) per share      $ 0.33     $ 0.30     $ 0.09     $ 0.63       $ (0.09)



Shares used in
computing basic
earnings (loss) per
share                 648,028    640,926    620,881    644,477      619,779

Shares used in
computing diluted
earnings (loss) per
share                 675,220    678,059    648,110    676,639      619,779






Marvell Technology Group Ltd.

Reconciliation of GAAP Net Income to Non-GAAP Net Income

(Unaudited)

(In thousands, except per share amounts)



                       Three Months Ended               Six Months Ended

                       July 31,   May 1,     August 1,  July 31,     August 1,

                       2010       2010       2009       2010         2009



GAAP net income (loss) $ 219,777  $ 205,767  $ 58,493   $ 425,544    $ (52,964)

Stock-based
compensation           30,689     26,896     30,015     57,585       61,663

Amortization and
write-off of acquired
intangible assets      21,214     22,549     26,446     43,763       56,802

Restructuring (a)      1,660      586        4,956      2,246        13,292

Legal/Tax related
matters (b)            -          4,373      (1,202)    4,373        70,798

Other (c)              -          -          -          -            990

Non-GAAP net income    $ 273,340  $ 260,171  $ 118,708  $ 533,511    $ 150,581



GAAP weighted average
shares - diluted       675,220    678,059    648,110    676,639      619,779

 Non-GAAP adjustment   3,131      3,310      3,651      3,273        24,404

Non-GAAP weighted
average shares diluted
(d)                    678,351    681,369    651,761    679,912      644,183



GAAP diluted net
income (loss) per
share                  $ 0.33     $ 0.30     $ 0.09     $ 0.63       $ (0.09)

Non-GAAP diluted net
income per share       $ 0.40     $ 0.38     $ 0.18     $ 0.78       $ 0.23



GAAP gross profit:     $ 529,792  $ 511,594  $ 352,561  $ 1,041,386  $ 616,365

 Stock-based
 compensation          1,692      2,236      1,810      3,928        5,926

 Other                 -          4,373      -          4,373        990

Non-GAAP gross profit  $ 531,484  $ 518,203  $ 354,371  $ 1,049,687  $ 623,281



GAAP gross profit as a
% of revenue           59.1%      59.8%      55.0%      59.4%        53.0%

 Stock-based
 compensation          0.2%       0.3%       0.3%       0.2%         0.5%

 Other                 -          0.5%       -          0.3%         0.1%

Non-GAAP gross profit  59.3%      60.6%      55.3%      59.9%        53.6%



GAAP research and
development:           $ 228,211  $ 219,111  $ 196,190  $ 447,322    $ 402,279

 Stock-based
 compensation          (22,089)   (18,851)   (22,193)   (40,940)     (43,930)

 Restructuring         (1,370)    (129)      (3,526)    (1,499)      (9,366)

 Legal/Tax settlement  -          -          1,820      -            1,820

Non-GAAP research and
development            $ 204,752  $ 200,131  $ 172,291  $ 404,883    $ 350,803



GAAP selling and
marketing:             $ 36,863   $ 38,423   $ 32,908   $ 75,286     $ 66,818

 Stock-based
 compensation          (2,397)    (3,173)    (3,659)    (5,570)      (7,370)

 Restructuring         -          -          (524)      -            (1,788)

 Legal/Tax settlement  -          -          659        -            659

Non-GAAP selling and
marketing              $ 34,466   $ 35,250   $ 29,384   $ 69,716     $ 58,319



GAAP general and
administrative:        $ 25,440   $ 23,108   $ 29,468   $ 48,548     $ 132,196

 Stock-based
 compensation          (4,511)    (2,636)    (2,353)    (7,147)      (4,437)

 Restructuring         (290)      (457)      (906)      (747)        (2,138)

 Legal/Tax settlement             -          158        -            (71,842)

Non-GAAP general and
administrative         $ 20,639   $ 20,015   $ 26,367   $ 40,654     $ 53,779





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



(b) Fiscal quarter ended May 1, 2010 includes an amount representing the
portion of an IP litigation settlement related to previous fiscal years from
2003 through 2010. The six months ended August 1, 2009 includes a $72.0 million
charge in connection with the settlement of the class action litigation. Fiscal
quarter ended August 1, 2009 includes the net impact of our settlement with the
IRS related to our historical stock option practices. As the composition of the
settlement was different than the initial reserve, the net benefit includes a
$2.6 million benefit to operating expense with an offset of $1.4 million of
interest expense.



(c The six months ended August 1, 2009 includes underutilization charges
recorded in connection with 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)







                                                    July 31,     January 30,

Assets                                              2010         2010

Current assets:

 Cash, cash equivalents, and short-term investments $ 2,379,951  $ 1,796,717

 Accounts receivable, net                           490,755      356,796

 Inventories                                        239,320      241,541

 Prepaid expenses and other current assets          72,045       70,491

  Total current assets                              3,182,071    2,465,545

Property and equipment, net                         343,445      342,497

Long-term investments                               34,184       34,281

Goodwill and acquired intangible assets, net        2,153,424    2,176,763

Other non-current assets                            154,153      151,854

  Total assets                                      $ 5,867,277  $ 5,170,940



Liabilities and Shareholders' Equity

Current liabilities:

 Accounts payable                                   $ 385,509    $ 277,405

 Accrued liabilities                                201,787      207,877

 Income taxes payable                               19,204       19,992

 Deferred income                                    86,019       59,396

 Current portion of capital lease obligations       1,501        1,940

  Total current liabilities                         694,020      566,610

Capital lease obligations, net of current portion   -            511

Other long-term liabilities                         190,352      185,840

  Total liabilities                                 884,372      752,961



Shareholders' equity:

 Common stock                                       1,300        1,277

 Additional paid-in capital                         4,745,787    4,607,844

 Accumulated other comprehensive gain (loss)        531          (885)

 Retained earnings (accumulated deficit)            235,287      (190,257)

  Total shareholders' equity                        4,982,905    4,417,979

  Total liabilities and shareholders' equity        $ 5,867,277  $ 5,170,940






Marvell Technology Group Ltd.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)



                             Three Months Ended        Six Months Ended

                             July 31,     August 1,    July 31,     August 1,

                             2010         2009         2010         2009

Cash flows from operating
activities:

Net income (loss)            $ 219,777    $ 58,493     $ 425,544    $ (52,964)

Adjustments to reconcile net
income (loss) to net cash
provided

by operating activities:

 Depreciation and
 amortization                22,773       25,030       45,851       50,405

 Stock-based compensation    30,689       30,015       57,585       61,663

 Amortization and write-off
 of acquired intangible
 assets                      21,214       26,446       43,763       56,802

 Amortization of marketable
 securities premium          2,777        -            4,812        -

 Facilities impairment       1,140        -            1,140        -

 Fair market value
 adjustment to Intel
 inventory sold              (1,048)      (1,733)      (1,990)      (3,076)

 Excess tax benefits from
 stock-based compensation    (44)         (40)         (229)        (69)

 Deferred income taxes       (1,457)      5,868        (1,457)      5,868

 Changes in assets and
 liabilities:

  Accounts receivable        (42,062)     (43,095)     (133,959)    (106,361)

  Inventories                (31,501)     (5,694)      3,916        100,587

  Prepaid expenses and other
  assets                     (3,927)      (5,409)      6,454        8,921

  Accounts payable           93,949       103,043      98,775       133,781

  Accrued liabilities and
  other                      (50)         5,604        2,248        69,059

  Accrued employee
  compensation               4,406        (14,007)     (6,100)      (974)

  Income taxes payable       (88)         3,585        1,853        4,928

  Deferred income            2,690        (5,773)      26,623       (1,708)

   Net cash provided by
   operating activities      319,238      182,333      574,829      326,862

Cash flows from investing
activities:

 Purchases of investments    (522,932)    -            (710,810)    -

 Sales and maturities of
 securities                  198,305      50           347,745      50

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

 Purchases of technology
 licenses                    (4,569)      (3,250)      (6,819)      (12,550)

 Purchases of property and
 equipment                   (22,903)     (3,765)      (39,298)     (7,179)

   Net cash used in
   investing activities      (372,778)    (6,965)      (429,861)    (19,679)

Cash flows from financing
activities:

 Proceeds from the issuance
 of common shares            31,789       20,636       80,477       21,021

 Principal payments on
 capital lease obligations   (480)        (442)        (950)        (875)

 Excess tax benefits from
 stock-based compensation    44           40           229          69

   Net cash provided by
   financing activities      31,353       20,234       79,756       20,215

Net increase (decrease) in
cash and cash equivalents    (22,187)     195,602      224,724      327,398

Cash and cash equivalents at
beginning of period          1,352,339    1,059,205    1,105,428    927,409

Cash and cash equivalents at
end of period                $ 1,330,152  $ 1,254,807  $ 1,330,152  $ 1,254,807






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.