-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WrcAudTbLKtXsHqqbeqT8ZAi2yFslH56Q+1efETpXSVZf+Rcm81pqeUoYAVmmyc0 L+8nQGmPLsT9fam2Qy2+sw== 0000891618-03-001089.txt : 20030228 0000891618-03-001089.hdr.sgml : 20030228 20030228165809 ACCESSION NUMBER: 0000891618-03-001089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030227 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20030228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARVELL TECHNOLOGY GROUP LTD CENTRAL INDEX KEY: 0001058057 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770481679 STATE OF INCORPORATION: D0 FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30877 FILM NUMBER: 03587335 BUSINESS ADDRESS: STREET 1: 4TH FLOOR, WINDSOR PLACE STREET 2: 22 QUEEN STREET, P.O. BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 BUSINESS PHONE: 4412966395 8-K 1 f88149e8vk.htm FORM 8-K Marvell Technology Group Ltd. Form 8-K
Table of Contents

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

February 27, 2003
Date of report (Date of earliest event reported)

MARVELL TECHNOLOGY GROUP LTD.
(Exact name of registrant as specified in its charter)

         
Bermuda   0-30877   77-0481679
(State or other jurisdiction of   (Commission   (I.R.S. Employer
incorporation or organization)   File Number)   Identification No.)
         
    4th Floor    
    Windsor Place    
    22 Queen Street    
    P.O. Box HM 1179    
    Hamilton HM EX    
    Bermuda    
    (Address of principal    
    executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (441) 296-6395

N/A
(Former name and former address, if changed since last report)

 

INFORMATION TO BE INCLUDED IN THE REPORT
Item 7. Financial Statements and Exhibits.
Item 9. Regulation FD Disclosure.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1

Table of Contents

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7. Financial Statements and Exhibits.

     
Exhibit   Description
 
99.1
   Press Release dated February 27, 2003.

Item 9. Regulation FD Disclosure.

     On February 27, 2003, the Registrant issued a press release announcing its financial results for the fourth fiscal quarter and the fiscal year ended February 1, 2003. Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the February 27, 2003 press release.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 28, 2003

         
    MARVELL TECHNOLOGY GROUP LTD.
         
         
    By:   /S/ George A. Hervey
       
        George A. Hervey
        Vice President of Finance and
        Chief Financial Officer

 

Table of Contents

EXHIBIT INDEX

             
Exhibit No.   Document        
 
       
Exhibit 99.1   Press Release issued February 27, 2003.

  EX-99.1 3 f88149exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE Marvell(R) Technology Group Ltd. Reports Record Fourth Quarter Fiscal 2003 Results Sunnyvale, CA. (February 27, 2003) - Marvell(R) Technology Group Ltd. (NASDAQ: MRVL), the technology leader in the development of extreme broadband communications and storage solutions, today reported financial results for its fourth fiscal quarter and year ended February 1, 2003. Net revenue for the fourth quarter of fiscal 2003 was a record $150.8 million, an increase of 82% over net revenue of $82.8 million for the fourth quarter of fiscal 2002 and a 11% sequential increase from net revenue of $135.9 million for the third quarter of fiscal 2003. Net loss under generally accepted accounting principles (GAAP), which includes the effect of acquisition-related expenses, amortization of stock-based compensation and a charge related to the write-off of a trade name was $24.2 million, or $0.20 per share (diluted), for the fourth quarter of fiscal 2003, compared with net loss under GAAP of $99.9 million, or $0.86 per share (diluted), for the fourth quarter of fiscal 2002. Net revenue for the year ended February 1, 2003 was $505.3 million, an increase of 75% over net revenue of $288.8 million for the year ended February 2, 2002. Net loss under GAAP was $72.2 million, or $0.61 per share (diluted), for the year ended February 1, 2003, compared with net loss under GAAP of $415.2 million, or $3.63 per share (diluted), for the year ended February 2, 2002. Pro forma net income, where applicable, excludes the effect of acquisition-related expenses, amortization of stock-based compensation, a special charge related to facilities consolidation and a charge related to the write-off of a trade name in fiscal 2003. Pro forma net income was $20.3 million, or $0.16 per share (diluted), for the fourth quarter of fiscal 2003, compared with pro forma net income of $7.4 million, or $0.06 per share (diluted), for the fourth quarter of fiscal 2002. Pro forma net income was $62.5 million, or $0.48 per share (diluted), for the year ended February 1, 2003, compared with pro forma net income of $18.7 million, or $0.15 per share (diluted), for the year ended February 2, 2002. "Fiscal 2003 was another strong year for Marvell. In a very challenging economic climate, we increased our revenues by 75% from the prior year and significantly improved our profitability," stated Dr. Sehat Sutardja, Marvell's President and CEO. "As we enter fiscal 2004, we are excited about the strength of our technology and product leadership in both our data communications and storage businesses. By successfully executing our strategies, we have increased our market share in wireless LAN, enterprise and desktop switching as well as Gigabit Ethernet, including transceivers, NIC and LOM solutions. In our storage business, we have gained a leadership position in both the enterprise and mobile markets with our advanced read channel and integrated System-on-Chip solutions, and continue to capture increased market share in the desktop segment." Added Dr. Sutardja, "The continued growth of our communications and storage businesses will afford us the opportunity to aggressively invest in many new, exciting products and technologies, which will allow us to further expand our markets and increase our revenues in the coming fiscal year." Marvell will be conducting a conference call today at 1:45 p.m. PST to discuss its fourth quarter and fiscal 2003 financial results. To listen to the conference call, investors can dial (706) 679-0800 approximately fifteen minutes prior to the initiation of the teleconference and refer to conference code 8086952. Replay of the conference call will be available until March 6, 2003 at midnight by calling (706) 645-9291. The conference call will also be available via the web at www.marvell.com until March 27, 2003. ABOUT MARVELL Marvell (NASDAQ: MRVL) is the leading global semiconductor provider of complete broadband communications and storage solutions. The Company'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 terms "Company" and "Marvell" refer to Marvell Technology Group Ltd. and its subsidiaries, including Marvell Semiconductor, Inc. (MSI), Marvell Asia Pte Ltd (MAPL), Marvell Japan K.K., Marvell Taiwan Ltd., Marvell International Ltd. (MIL), Marvell Semiconductor Israel Ltd. (MSIL), and SysKonnect GmbH. MSI is headquartered in Sunnyvale, Calif., and designs, develops and markets products on behalf of MIL and MAPL. MSI may be contacted at (408) 222-2500 or at www.marvell.com. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release contains forward-looking statements based on projections and assumptions about our products and our markets. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," "should," and their variations identify forward-looking statements. Statements that refer to, or are based on projections, uncertain events or assumptions also identify forward-looking statements. All such statements are not guarantees of results and are subject to risks and uncertainties. Some risks and uncertainties that may adversely impact the statements in this release include, but are not limited to, the timing, cost and successful completion of development and volume production, end-customer qualification and adoption, and the timing, pricing, rescheduling, or cancellation of orders. For other factors that could cause Marvell's results to vary from expectations, please see the sections titled "Additional Factors That May Affect Future Results" in Marvell's annual report on Form 10-K for the year ended February 2, 2002 and Marvell's subsequent reports on Form 10-Q. We undertake no obligation to revise or update publicly any forward-looking statements. Marvell(R) and the Marvell logo are trademarks of Marvell. All other trademarks are the property of their respective owners. MARVELL TECHNOLOGY GROUP LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED YEAR ENDED ----------------------------- ----------------------------- FEBRUARY 1, FEBRUARY 2, FEBRUARY 1, FEBRUARY 2, 2003 2002 2003 2002 --------- --------- --------- --------- Net revenue $ 150,847 $ 82,816 $ 505,285 $ 288,795 Cost of goods sold 70,301 35,736 233,039 130,807 --------- --------- --------- --------- Gross profit 80,546 47,080 272,246 157,988 Operating expenses: Research and development 42,697 27,441 145,722 93,422 Selling and marketing 12,860 10,542 48,491 40,170 General and administrative 3,556 3,143 14,303 13,191 Amortization of stock-based compensation 830 2,763 7,491 15,022 Amortization and write-off of goodwill and acquired intangible assets 43,676 104,508 107,645 418,032 Facilities consolidation charge -- -- 19,562 -- --------- --------- --------- --------- Total operating expenses 103,619 148,397 343,214 579,837 --------- --------- --------- --------- Operating loss (23,073) (101,317) (70,968) (421,849) Interest and other income, net 1,603 2,751 7,318 9,994 --------- --------- --------- --------- Loss before income taxes (21,470) (98,566) (63,650) (411,855) Provision for income taxes 2,764 1,304 8,524 3,299 --------- --------- --------- --------- Net loss $ (24,234) $ (99,870) $ (72,174) $(415,154) ========= ========= ========= ========= Basic and diluted net loss per share $ (0.20) $ (0.86) $ (0.61) $ (3.63) ========= ========= ========= ========= Weighted average shares -- basic and diluted 120,410 116,395 119,240 114,353 --------- --------- --------- ---------
MARVELL TECHNOLOGY GROUP LTD. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED YEAR ENDED ----------------------------- ----------------------------- FEBRUARY 1, FEBRUARY 2, FEBRUARY 1, FEBRUARY 2, 2003 2002 2003 2002 --------- --------- --------- --------- Net revenue $ 150,847 $ 82,816 $ 505,285 $ 288,795 Cost of goods sold 70,301 35,736 233,039 130,011 --------- --------- --------- --------- Gross profit 80,546 47,080 272,246 158,784 Operating expenses: Research and development 42,697 27,441 145,722 93,422 Selling and marketing 12,860 10,542 48,491 40,170 General and administrative 3,556 3,143 14,303 13,191 --------- --------- --------- --------- Total operating expenses 59,113 41,126 208,516 146,783 --------- --------- --------- --------- Operating income 21,433 5,954 63,730 12,001 Interest and other income, net 1,603 2,751 7,318 9,994 --------- --------- --------- --------- Income before income taxes 23,036 8,705 71,048 21,995 Provision for income taxes 2,764 1,304 8,524 3,299 --------- --------- --------- --------- Pro forma net income $ 20,272 $ 7,401 $ 62,524 $ 18,696 ========= ========= ========= ========= Basic pro forma net income per share $ 0.17 $ 0.06 $ 0.52 $ 0.16 ========= ========= ========= ========= Diluted pro forma net income per share $ 0.16 $ 0.06 $ 0.48 $ 0.15 ========= ========= ========= ========= Weighted average shares -- basic 120,410 116,395 119,240 114,353 --------- --------- --------- --------- Weighted average shares -- diluted 129,327 131,265 129,750 127,779 --------- --------- --------- --------- RECONCILIATION TO GAAP NET LOSS: Pro forma net income $ 20,272 $ 7,401 $ 62,524 $ 18,696 Amortization of stock-based compensation (830) (2,763) (7,491) (15,022) Amortization and write-off of goodwill and acquired intangible assets (43,676) (104,508) (107,645) (418,032) Facilities consolidation charge -- -- (19,562) -- Amortization of inventory fair value adjustment -- -- -- (796) --------- --------- --------- --------- GAAP net loss $ (24,234) $ (99,870) $ (72,174) $(415,154) ========= ========= ========= =========
The above pro forma statements of operations are for informational purposes only and are provided for understanding our operating results. The pro forma statements of operations have not been prepared in accordance with GAAP, should not be considered a substitute for our historical financial information prepared in accordance with GAAP and may be different from pro forma measures used by other companies. The pro forma income has been derived by adjusting the net loss under generally accepted accounting principles with the impact of non cash stock-based compensation charges, charges associated with purchase accounting, charges for facilities consolidation and the write-off of a trade name. MARVELL TECHNOLOGY GROUP LTD. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS)
FEBRUARY 1, FEBRUARY 2, ASSETS 2003 2002 ------------ ------------ Current assets: Cash and cash equivalents $ 125,316 $ 114,483 Short-term investments 139,912 135,761 Accounts receivable, net 86,175 42,150 Inventory, net 39,712 23,600 Prepaid expenses and other current assets 19,979 23,422 ------------ ------------ Total current assets 411,094 339,416 Property and equipment, net 69,246 52,924 Goodwill and acquired intangible assets 1,570,643 1,680,740 Other noncurrent assets 49,313 17,975 ------------ ------------ Total assets $ 2,100,296 $ 2,091,055 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 47,672 $ 30,990 Accrued liabilities 26,955 25,838 Income taxes payable 2,247 17,744 Deferred revenue 12,481 8,907 Current portion of capital lease obligations 5,019 1,039 ------------ ------------ Total current liabilities 94,374 84,518 Capital lease obligations 13,755 10,017 Other long-term liabilities 42,029 6,793 ------------ ------------ Total liabilities 150,158 101,328 ------------ ------------ Shareholders' equity: Common stock 243 238 Additional paid-in capital 2,674,095 2,646,757 Deferred stock-based compensation (5,899) (10,099) Accumulated other comprehensive income 1,988 946 Accumulated deficit (720,289) (648,115) ------------ ------------ Total shareholders' equity 1,950,138 1,989,727 ------------ ------------ Total liabilities and shareholders' equity $ 2,100,296 $ 2,091,055 ============ ============
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