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8-K - FORM 8-K - MARVELL TECHNOLOGY GROUP LTDq418_8kx232018coverpage.htm
Exhibit 99.1
 
ex9918kq118_image1a03.jpg
Marvell Technology Group Ltd. Reports Fourth Quarter and Fiscal Year 2018
Financial Results
 

Q4 Revenue: $615 million
Q4 Gross Margin: 60.7% GAAP gross margin; 62.3% non-GAAP gross margin
Q4 Diluted earnings per share: $0.10 GAAP diluted earnings per share from continuing operations; $0.32 non-GAAP diluted earnings per share from continuing operations
Cash and short-term investments: $1.8 billion

Santa Clara, Calif. (March 8, 2018) - Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, networking and connectivity semiconductor solutions, today reported financial results for the fourth fiscal quarter and the full fiscal year, ended February 3, 2018. Revenue for the fourth quarter of fiscal 2018 was $615 million, which exceeded the midpoint of the Company’s guidance provided on November 28, 2017.
GAAP net income from continuing operations for the fourth quarter of fiscal 2018 was $49 million, or $0.10 per share. Non-GAAP net income from continuing operations for the fourth quarter of fiscal 2018 was $165 million, or $0.32 per diluted share. Cash flow from operations for the fourth quarter was $120 million.

“Our strong fourth quarter and fiscal year results continue to demonstrate that Marvell’s strategy is working and that our team is executing it very well,” said Marvell President and CEO Matt Murphy. “We are making tremendous progress in the transformation of Marvell, and I look forward to the year ahead.”

First Quarter of Fiscal 2019 Financial Outlook
 
Revenue is expected to be $585 million to $615 million.
GAAP and non-GAAP gross margins are expected to be approximately 62% to 63%.
GAAP operating expenses are expected to be $250 million to $260 million.
Non-GAAP operating expenses are expected to be approximately $215 million.
GAAP diluted EPS from continuing operations is expected to be in the range of $0.22 to $0.26 per share.
Non-GAAP diluted EPS from continuing operations is expected to be in the range of $0.29 to $0.33 per share.




Conference Call
Marvell will conduct a conference call on Thursday, March 8, 2018 at 1:45 p.m. Pacific Time to discuss results for the fourth quarter and full fiscal year 2018. Interested parties may join the conference call by dialing 1-844-647-5488 or 1-615-247-0258, passcode 4297718. 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 Friday, March 16, 2018.

Discussion of Non-GAAP Financial Measures
Non-GAAP financial measures exclude the effect of share-based compensation expense, 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.
In fiscal 2018, Marvell began using 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 2018, a non-GAAP tax rate of 4% has been applied to the non-GAAP financial results.
Non-GAAP diluted net income per share from continuing operations is calculated by dividing non-GAAP net income from continuing operations by non-GAAP weighted average shares outstanding (diluted). For purposes of calculating non-GAAP diluted net income per share, the GAAP weighted average shares outstanding (diluted) is adjusted to exclude the potential benefits of share-based compensation expected to be incurred in future periods but not yet recognized in the financial statements. The expected compensation costs are treated as additional proceeds assumed to be used to repurchase shares under the GAAP treasury stock method.
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 2019 financial outlook; 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 risk that the Cavium transaction may not be completed in a timely manner or at all, which may adversely affect Cavium’s business and the price of its common stock and/or Marvell’s business and the price of its common shares; the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Cavium, the approval of the issuance of Marvell shares in the transaction by the shareholders of Marvell, and the receipt of certain governmental and regulatory approvals; the failure of Marvell to obtain the necessary financing pursuant to the arrangements set forth in the debt commitment letters delivered pursuant to the merger agreement or otherwise; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the transaction on Cavium’s business relationships, operating results, and business generally; risks that the proposed transaction disrupts current plans and operations of Cavium or Marvell and potential difficulties in Cavium employee retention as a result of the transaction; risks related to diverting management’s attention from Cavium’s ongoing business operations; the outcome of any legal proceedings that may be instituted against Marvell or against Cavium related to the merger agreement or 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 after the completion of the proposed merger 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, networking and connectivity 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 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 October 28, 2017 as filed with the SEC on December 4, 2017, 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, networking 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 3, 2018
 
October 28, 2017
 
January 28, 2017
 
February 3, 2018
 
January 28, 2017
Net revenue
 
$
615,409

 
$
616,302

 
$
566,362

 
$
2,409,170

 
$
2,300,992

Cost of goods sold
 
241,927

 
238,533

 
240,448

 
947,230

 
1,017,564

Gross profit
 
373,482

 
377,769

 
325,914

 
1,461,940

 
1,283,428

 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
Research and development
 
180,000

 
165,477

 
175,262

 
714,444

 
805,029

Selling, general and administrative
 
68,291

 
59,112

 
59,140

 
238,166

 
251,191

Litigation settlement (a)
 
74,385

 

 

 
74,385

 

Restructuring related charges (gain)
 
(3,205
)
 
3,284

 
90,475

 
5,250

 
96,801

Total operating expenses
 
319,471

 
227,873

 
324,877

 
1,032,245

 
1,153,021

Operating income from continuing operations
 
54,011

 
149,896

 
1,037

 
429,695

 
130,407

Interest and other income, net
 
4,788

 
6,200

 
3,780

 
21,509

 
17,022

Income from continuing operations before income taxes
 
58,799

 
156,096

 
4,817

 
451,204

 
147,429

Provision (benefit) for income taxes
 
10,036

 
6,759

 
68,345

 
18,062

 
72,608

Income from continuing operations, net of tax
 
48,763

 
149,337

 
(63,528
)
 
433,142

 
74,821

Income (loss) from discontinued operations, net of tax
 

 
50,851

 
(16,563
)
 
87,689

 
(53,670
)
Net income
 
$
48,763

 
$
200,188

 
$
(80,091
)
 
$
520,831

 
$
21,151

 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per share — Basic:
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.10

 
$
0.30

 
$
(0.13
)
 
$
0.87

 
$
0.15

Discontinued operations
 
$

 
$
0.11

 
$
(0.03
)
 
$
0.18

 
$
(0.11
)
Net income per share - Basic
 
$
0.10

 
$
0.41

 
$
(0.16
)
 
$
1.05

 
$
0.04

 
 
 
 
 
 
 
 
 
 
 
Net income (loss) per share — Diluted:
 
 
 
 
 
 
 
 
 
 
Continuing operations
 
$
0.10

 
$
0.30

 
$
(0.13
)
 
$
0.85

 
$
0.14

Discontinued operations
 
$

 
$
0.10

 
$
(0.03
)
 
$
0.17

 
$
(0.10
)
Net income per share - Diluted
 
$
0.10

 
$
0.40

 
$
(0.16
)
 
$
1.02

 
$
0.04

 
 
 
 
 
 
 
 
 
 
 
Weighted average shares:
 
 
 
 
 
 
 
 
 
 
Basic
 
493,663

 
494,096

 
507,834

 
498,008

 
509,738

Diluted
 
506,197

 
504,903

 
507,834

 
509,667

 
517,513


(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 3, 2018

January 28, 2017
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
888,482

 
$
814,092

Short-term investments
 
952,790

 
854,268

Accounts receivable, net
 
280,395

 
335,384

Inventories
 
170,039

 
170,842

Prepaid expenses and other current assets
 
41,482

 
58,771

Assets held for sale
 
30,767

 
57,077

Total current assets
 
2,363,955

 
2,290,434

Property and equipment, net
 
202,222

 
243,397

Goodwill and acquired intangible assets, net
 
1,993,310

 
1,996,880

Other non-current assets
 
148,800

 
117,939

Total assets
 
$
4,708,287

 
$
4,648,650

 
 
 
 
 
Liabilities and Shareholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
145,236

 
$
143,484

Accrued liabilities
 
86,958

 
143,491

Accrued employee compensation
 
127,711

 
139,647

Deferred income
 
61,237

 
63,976

Liabilities held for sale
 

 
5,818

Total current liabilities
 
421,142

 
496,416

Non-current income taxes payable
 
56,976

 
60,646

Other non-current liabilities
 
88,756

 
63,937

Total liabilities
 
566,874

 
620,999

 
 
 
 
 
Shareholders’ equity:
 
 
 
 
Common stock
 
991

 
1,012

Additional paid-in capital
 
2,733,292

 
3,016,775

Accumulated other comprehensive income (loss)
 
(2,322
)
 
23

Retained earnings
 
1,409,452

 
1,009,841

Total shareholders’ equity
 
4,141,413

 
4,027,651

Total liabilities and shareholders’ equity
 
$
4,708,287

 
$
4,648,650






Marvell Technology Group Ltd.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)


 
Three Months Ended
 
Year Ended

 
February 3, 2018
 
January 28, 2017
 
February 3, 2018
 
January 28, 2017
Cash flows from operating activities:
 



 
 
 
 
Net income (loss)
 
$
48,763

 
$
(80,091
)
 
$
520,831

 
$
21,151

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
 
 
 
 
 
 
 
 
Depreciation and amortization
 
20,918

 
26,683

 
83,487

 
107,851

Share-based compensation
 
21,377

 
24,058

 
86,689

 
113,970

Amortization and write-off of acquired intangible assets
 
358

 
1,965

 
3,570

 
10,641

Restructuring related impairment charges (gain)
 
(4,159
)
 
50,500

 
(4,561
)
 
52,581

Gain from investments in privately-held companies
 

 

 
(2,501
)
 

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

 
1,622

 
995

 
3,319

Other non-cash expense (income), net
 
(7
)
 
(2,635
)
 
1,324

 
(3,312
)
Excess tax benefits from share-based compensation
 

 
(27
)
 

 
(37
)
Deferred income taxes
 
17,027

 
46,859

 
19,825

 
44,637

Gain on sale of property and equipment
 
(270
)
 

 
(743
)
 

Gain on sale of discontinued operations
 

 

 
(88,406
)
 

Gain on sale of business
 

 

 
(5,254
)
 

Changes in assets and liabilities:
 
 
 
 
 

 
 
Accounts receivable
 
85,719

 
26,811

 
54,989

 
(12,084
)
Inventories
 
3,878

 
18,381

 
(12,160
)
 
29,325

Prepaid expenses and other assets
 
(627
)
 
2,181

 
12,494

 
1,825

Accounts payable
 
(36,700
)
 
(38,694
)
 
(16,613
)
 
(28,153
)
Accrued liabilities and other non-current liabilities
 
(21,898
)
 
27,498

 
(62,360
)
 
3,763

Carnegie Mellon University accrued litigation settlement (a)
 

 

 

 
(736,000
)
Accrued employee compensation
 
(1,324
)
 
7,597

 
(11,936
)
 
18,016

Deferred income
 
(13,706
)
 
6,138

 
(8,557
)
 
14,072

Net cash provided by (used in) operating activities
 
119,741

 
118,846

 
571,113

 
(358,435
)
Cash flows from investing activities:
 


 
 
 
 
 
Purchases of available-for-sale securities
 
(162,607
)
 
(146,046
)
 
(835,494
)
 
(489,856
)
Sales of available-for-sale securities
 
22,671

 
157,953

 
306,822

 
616,697

Maturities of available-for-sale securities
 
120,639

 
41,264

 
426,341

 
239,557

Return of investment from (in) privately-held companies
 

 
(258
)
 
6,089

 
16

Purchases of time deposits
 
(75,000
)
 
(75,000
)
 
(300,000
)
 
(275,000
)
Maturities of time deposits
 
75,000

 
75,000

 
300,000

 
125,000

Purchases of technology licenses
 
(1,331
)
 
(1,870
)
 
(6,587
)
 
(10,309
)
Purchases of property and equipment
 
(13,395
)
 
(6,786
)
 
(38,551
)
 
(44,510
)
Proceeds from sales of property and equipment
 
10,571

 

 
12,559

 

Net proceeds from sale of discontinued operations
 

 

 
165,940

 

Net proceeds from sale of business
 

 

 
2,402

 

Net cash provided by (used in) investing activities
 
(23,452
)
 
44,257

 
39,521

 
161,595

Cash flows from financing activities:
 
 

 
 
 
 
 
Repurchases of common stock
 

 
(125,033
)
 
(527,574
)
 
(181,564
)
Proceeds from employee stock plans
 
42,878

 
62,383

 
180,302

 
74,219

Minimum tax withholding paid on behalf of employees for net share settlement
 
(905
)
 
(402
)
 
(26,840
)
 
(16,683
)
Dividend payments to shareholders
 
(29,695
)
 
(30,457
)
 
(119,251
)
 
(122,292
)
Payments on technology license obligations
 
(5,806
)
 
(7,117
)
 
(28,503
)
 
(20,965
)
Excess tax benefits from share-based compensation
 

 
27

 

 
37

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

 
(14,378
)
 

Net cash used in financing activities
 
(7,906
)
 
(100,599
)
 
(536,244
)
 
(267,248
)
Net increase (decrease) in cash and cash equivalents
 
88,383

 
62,504

 
74,390

 
(464,088
)
Cash and cash equivalents at beginning of period
 
800,099

 
751,588

 
814,092

 
1,278,180

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

 
$
814,092

 
$
888,482

 
$
814,092

 
(a)
The Company paid $750.0 million to Carnegie Mellon University in connection with a litigation settlement agreement.






Marvell Technology Group Ltd.
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In thousands, except per share amounts)








 
 
 
 
 

Three Months Ended
 
Year Ended
 

February 3, 2018
 
October 28, 2017
 
January 28, 2017
 
February 3, 2018
 
January 28, 2017
GAAP gross profit:

$
373,482

 
$
377,769

 
$
325,914

 
$
1,461,940

 
$
1,283,428

Special items:

 
 
 
 
 
 
 
 
 
Share-based compensation

1,662

 
1,747

 
1,641

 
6,645

 
8,334

Other cost of goods sold (a)

8,000

 

 

 
11,000

 

Total special items

9,662

 
1,747

 
1,641

 
17,645

 
8,334

Non-GAAP gross profit

$
383,144

 
$
379,516

 
$
327,555

 
$
1,479,585

 
$
1,291,762



 
 
 
 
 
 
 
 
 
GAAP gross margin

60.7
 %
 
61.3
%
 
57.5
%
 
60.7
%
 
55.8
%
Non-GAAP gross margin

62.3
 %
 
61.6
%
 
57.8
%
 
61.4
%
 
56.1
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 
 
Total GAAP operating expenses

$
319,471

 
$
227,873

 
$
324,877

 
$
1,032,245

 
$
1,153,021

Special items:

 
 
 
 
 
 
 
 
 
Share-based compensation

(19,715
)
 
(18,892
)
 
(20,021
)
 
(78,477
)
 
(93,065
)
Restructuring related charges (gain) (b)

3,205

 
(3,284
)
 
(90,475
)
 
(5,250
)
 
(96,801
)
Amortization and write-off of acquired intangible assets

(358
)
 
(1,076
)
 
(1,480
)
 
(3,570
)
 
(8,376
)
Litigation settlement (c)
 
(74,385
)
 

 

 
(74,385
)
 

Other operating expenses (d)

(10,579
)
 
(120
)
 
(315
)
 
(14,689
)
 
(1,544
)
Total special items

(101,832
)
 
(23,372
)
 
(112,291
)
 
(176,371
)
 
(199,786
)
Total non-GAAP operating expenses

$
217,639

 
$
204,501

 
$
212,586

 
$
855,874

 
$
953,235



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP operating margin

8.8
 %
 
24.3
%
 
0.2
%
 
17.8
%
 
5.7
%
Other cost of goods sold (a)
 
1.3
 %
 
%
 
%
 
0.5
%
 
%
Share-based compensation
 
3.5
 %
 
3.3
%
 
3.8
%
 
3.5
%
 
4.4
%
Restructuring related charges (gain) (b)
 
(0.5
)%
 
0.5
%
 
16.0
%
 
0.2
%
 
4.2
%
Amortization and write-off of acquired intangible assets
 
0.1
 %
 
0.2
%
 
0.2
%
 
0.1
%
 
0.3
%
Litigation settlement (c)
 
12.1
 %
 
%
 
%
 
3.1
%
 
%
Other operating expenses (d)
 
1.6
 %
 
0.1
%
 
0.1
%
 
0.7
%
 
0.1
%
Non-GAAP operating margin 

26.9
 %
 
28.4
%
 
20.3
%
 
25.9
%
 
14.7
%


 
 
 
 
 
 
 
 
 



Marvell Technology Group Ltd.
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In thousands, except per share amounts)








 
 
 
 
 

Three Months Ended
 
Year Ended
 

February 3, 2018
 
October 28, 2017
 
January 28, 2017
 
February 3, 2018
 
January 28, 2017
GAAP interest and other income, net
 
$
4,788

 
$
6,200

 
$
3,780

 
$
21,509

 
$
17,022

Special items:
 
 
 
 
 
 
 
 
 
 
       Restructuring related items (e)
 
1,355

 
(2,286
)
 

 
(4,016
)
 

Total special items
 
1,355

 
(2,286
)
 

 
(4,016
)
 

Total non-GAAP interest and other income, net
 
$
6,143

 
$
3,914

 
$
3,780

 
$
17,493

 
$
17,022

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
GAAP net income

$
48,763

 
$
200,188

 
$
(80,091
)
 
$
520,831

 
$
21,151

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


 
50,851

 
(16,563
)
 
87,689

 
(53,670
)
GAAP net income from continuing operations

48,763

 
149,337

 
(63,528
)
 
433,142

 
74,821

Special items:

 
 
 
 
 
 
 
 
 
Other cost of goods sold (a)
 
8,000

 

 

 
11,000

 

Share-based compensation

21,377

 
20,639

 
21,662

 
85,122

 
101,399

Restructuring related charges (gain) (b)

(1,850
)
 
998

 
90,475

 
1,234

 
96,801

Amortization and write-off of acquired intangible assets

358

 
1,076

 
1,480

 
3,570

 
8,376

Litigation settlement (c)
 
74,385

 

 

 
74,385

 

Other operating expenses (d)

10,579

 
120

 
315

 
14,689

 
1,544

Pre-tax total special items

112,849

 
22,833

 
113,932

 
190,000

 
208,120

Other income tax effects and adjustments (f)

3,170

 
(398
)
 
67,989

 
(7,590
)
 
66,918

Non-GAAP net income from continuing operations

$
164,782

 
$
171,772

 
$
118,393

 
$
615,552

 
$
349,859



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Marvell Technology Group Ltd.
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In thousands, except per share amounts)








 
 
 
 
 

Three Months Ended
 
Year Ended
 

February 3, 2018
 
October 28, 2017
 
January 28, 2017
 
February 3, 2018
 
January 28, 2017
Weighted average shares — basic

493,663

 
494,096

 
507,834

 
498,008

 
509,738

Weighted average shares — diluted

506,197

 
504,903

 
507,834

 
509,667

 
517,513

Non-GAAP weighted average shares — diluted (g)

512,223

 
512,676

 
528,141

 
516,789

 
527,197



 
 
 
 
 
 
 
 
 
GAAP diluted net income (loss) per share from continuing operations

$
0.10

 
$
0.30

 
$
(0.13
)
 
$
0.85

 
$
0.14

Non-GAAP diluted net income per share from continuing operations

$
0.32

 
$
0.34

 
$
0.22

 
$
1.19

 
$
0.66

 
(a)
Other costs of goods sold in the three months ended February 3, 2018 and the year ended February 3, 2018 include charges for past intellectual property licensing matters.
(b)
Restructuring related charges include costs that are a direct result of restructuring. Such charges include employee severance, facilities related costs, contract cancellation charges and impairment of equipment. Restructuring related charges in the three months ended February 3, 2018 and the year ended February 3, 2018 includes the 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, net includes restructuring related items such as gain on sale of a business and foreign currency remeasurement related to restructuring related accruals.
(f)
Other income tax effects and adjustments in the three months ended February 3, 2018 and October 28, 2017 and in the year ended February 3, 2018 include adjustment to the tax provision based on a non-GAAP tax rate of 4%. Other income tax effects and adjustments in the three months ended January 28, 2017 and the year ended January 28, 2017 include $68.0 million and $67.0 million, respectively, of tax expense relating to restructuring charges.
(g)
Non-GAAP diluted share count excludes the impact of share-based compensation expense expected to be incurred in future periods and not yet recognized in the Company's financial statements, which would otherwise be assumed to be used to repurchase shares under the GAAP treasury stock method.




Quarterly Revenue Trend (Unaudited)
(In thousands)
 
 
 
 
Three Months Ended
 
% Change
 
February 3, 2018
 
October 28, 2017
 
January 28, 2017
 
YoY
 
QoQ
Storage (1)
$
323,718

 
$
315,338

 
$
310,771

 
4
%
 
3
 %
Networking (2)
155,340

 
150,497

 
148,090

 
5
%
 
3
 %
Connectivity (3)
86,271

 
102,662

 
65,638

 
31
%
 
(16
)%
   Total Core
565,329

 
568,497

 
524,499

 
8
%
 
(1
)%
Other (4)
50,080

 
47,805

 
41,863

 
20
%
 
5
 %
Total Revenue
$
615,409

 
$
616,302

 
$
566,362

 
9
%
 
 %


 
Three Months Ended
% of Total
February 3, 2018
 
October 28, 2017
 
January 28, 2017
Storage (1)
53
%
 
51
%
 
55
%
Networking (2)
25
%
 
24
%
 
26
%
Connectivity (3)
14
%
 
17
%
 
12
%
   Total Core
92
%
 
92
%
 
93
%
Other (4)
8
%
 
8
%
 
7
%
Total Revenue
100
%
 
100
%
 
100
%

(1) Storage products are comprised primarily of HDD, SSD Controllers and Data Center Storage Solutions.
(2) Networking products are comprised primarily of Ethernet Switches, Ethernet Transceivers, Embedded ARM Processors and Automotive Ethernet, as well as a few legacy product lines in which we no longer invest, but will generate revenue for several years.
(3) Connectivity products are comprised primarily of WiFi solutions including WiFi only, WiFi/Bluetooth combos and WiFi Microcontroller combos.
(4) Other products are comprised primarily of Printer Solutions, Application Processors and others.

For further information, contact:
T. Peter Andrew
Vice President, Treasury and Investor Relations
408-222-0777
ir@marvell.com