Exhibit 99.1
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For further information, contact: | | |
Jeff Palmer | | Tom Hayes |
Investor Relations | | Corporate Communications |
408-222-8373 | | 408-222-2815 |
jpalmer@marvell.com | | tom@marvell.com |
Marvell Technology Reaches Settlement
in Shareholder Class Action Lawsuit
Santa Clara, California (June 9, 2009)— Marvell Technology Group Ltd. (NASDAQ: MRVL), a world leader in storage, communications and consumer silicon solutions, today announced that it had entered into an agreement to resolve a shareholder class action lawsuit filed on August 16, 2007 against Marvell and certain of its former and current officers and directors relating to Marvell’s historic stock option granting practices. The settlement provides for a payment by Marvell to the class of $72 million.
The agreement was entered into after the end of the first quarter of fiscal 2010, ended May 2, 2009. However, since the litigation existed during the first quarter of fiscal 2010, results for the first quarter have been updated from what was previously reported on May 28, 2009 to adjust for this settlement. The impact of the settlement, recorded as general and administrative expense changes the GAAP net loss to $111.5 million, or $0.18 per share (diluted), which is a decrease of $0.12 per share (diluted) compared to what was previously reported. Marvell does not typically include one-time litigation settlements when it reports its non-GAAP results, and as a result this expense will not impact Marvell’s non-GAAP results of operations previously reported. Included with this release are updated financial tables.
This class action settlement is subject to preliminary and then, following notice to class members, final approval by the United States District Court for the Northern District of California. Final approval of this settlement and the settlement of the shareholder derivative lawsuit announced previously would mark the end of all shareholder litigation involving Marvell related to its historic stock option granting practices.
About Marvell
Marvell Technology (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 “Marvell” refers to Marvell Technology Group Ltd. and its subsidiaries. For more information visitwww.marvell.com
Marvell Technology Group Ltd.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
| | | | | | | | | | | | |
| | Three Months Ended | |
| | May 2, 2009 | | | January 31, 2009 | | | May 3, 2008 | |
Net revenue | | $ | 521,434 | | | $ | 512,867 | | | $ | 804,075 | |
Cost of goods sold | | | 257,630 | | | | 252,732 | | | | 388,842 | |
| | | | | | | | | | | | |
Gross profit | | | 263,804 | | | | 260,135 | | | | 415,233 | |
Operating expenses: | | | | | | | | | | | | |
Research and development | | | 200,249 | | | | 207,579 | | | | 238,475 | |
Selling and marketing | | | 32,646 | | | | 31,893 | | | | 46,088 | |
General and administrative | | | 101,496 | | | | 31,979 | | | | 12,951 | |
Amortization and write-off of acquired intangible assets | | | 30,356 | | | | 48,274 | | | | 35,247 | |
Restructuring | | | 8,336 | | | | 9,689 | | | | — | |
| | | | | | | | | | | | |
Total operating expenses | | | 373,083 | | | | 329,414 | | | | 332,761 | |
| | | | | | | | | | | | |
Operating income (loss) | | | (109,279 | ) | | | (69,279 | ) | | | 82,472 | |
Interest and other income (expense), net | | | (160 | ) | | | (440 | ) | | | (4,692 | ) |
| | | | | | | | | | | | |
Income (loss) before income taxes | | | (109,439 | ) | | | (69,719 | ) | | | 77,780 | |
Provision (benefit) for income taxes | | | 2,018 | | | | (4,709 | ) | | | 7,841 | |
| | | | | | | | | | | | |
Net income (loss) | | $ | (111,457 | ) | | $ | (65,010 | ) | | $ | 69,939 | |
| | | | | | | | | | | | |
Basic net income (loss) per share | | $ | (0.18 | ) | | $ | (0.11 | ) | | $ | 0.12 | |
| | | | | | | | | | | | |
Diluted net income (loss) per share | | $ | (0.18 | ) | | $ | (0.11 | ) | | $ | 0.11 | |
| | | | | | | | | | | | |
Shares used in computing basic earnings per share | | | 618,677 | | | | 614,960 | | | | 601,222 | |
Shares used in computing diluted earnings per share | | | 618,677 | | | | 614,960 | | | | 624,351 | |
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Marvell Technology Group Ltd.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
| | | | | | | | |
| | May 2, 2009 | | | January 31, 2009 | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash, cash equivalents, and short-term investments | | $ | 1,083,705 | | | $ | 951,909 | |
Accounts receivable, net | | | 285,367 | | | | 222,101 | |
Inventories | | | 203,590 | | | | 310,654 | |
Prepaid expenses, deferred income taxes and other current assets | | | 67,038 | | | | 75,651 | |
| | | | | | | | |
Total current assets | | | 1,639,700 | | | | 1,560,315 | |
Property and equipment, net | | | 371,229 | | | | 390,853 | |
Long-term investments | | | 39,655 | | | | 40,541 | |
Goodwill and acquired intangible assets, net | | | 2,253,854 | | | | 2,284,164 | |
Other non-current assets | | | 136,773 | | | | 138,327 | |
| | | | | | | | |
Total assets | | $ | 4,441,211 | | | $ | 4,414,200 | |
| | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | |
Current liabilities: | | | | | | | | |
Accounts payable | | $ | 166,988 | | | $ | 139,028 | |
Accrued liabilities | | | 268,326 | | | | 175,135 | |
Income taxes payable | | | 47,257 | | | | 35,803 | |
Deferred income | | | 47,800 | | | | 57,895 | |
Current portion of capital lease obligations | | | 1,824 | | | | 1,787 | |
| | | | | | | | |
Total current liabilities | | | 532,195 | | | | 409,648 | |
Capital lease obligations, net of current portion | | | 1,981 | | | | 2,451 | |
Other long-term liabilities | | | 161,480 | | | | 173,034 | |
| | | | | | | | |
Total liabilities | | | 695,656 | | | | 585,133 | |
| | | | | | | | |
Shareholders’ equity: | | | | | | | | |
Common stock | | | 1,238 | | | | 1,233 | |
Additional paid-in capital | | | 4,402,167 | | | | 4,372,265 | |
Accumulated other comprehensive income (loss) | | | (2,680 | ) | | | (718 | ) |
Accumulated deficit | | | (655,170 | ) | | | (543,713 | ) |
| | | | | | | | |
Total shareholders’ equity | | | 3,745,555 | | | | 3,829,067 | |
| | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 4,441,211 | | | $ | 4,414,200 | |
| | | | | | | | |
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Marvell Technology Group Ltd.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
| | | | | | | | | | | | |
| | Three Months Ended | |
| | May 2, 2009 | | | January 31, 2009 | | | May 3, 2008 | |
Cash flows from operating activities: | | | | | | | | | | | | |
Net income (loss) | | $ | (111,457 | ) | | $ | (65,010 | ) | | $ | 69,939 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | | | |
Depreciation and amortization | | | 25,375 | | | | 27,038 | | | | 28,618 | |
Stock-based compensation | | | 31,648 | | | | 44,701 | | | | 45,226 | |
Amortization and write-off of acquired intangible assets | | | 30,356 | | | | 48,274 | | | | 35,247 | |
Fair market value adjustment to Intel inventory sold | | | (1,343 | ) | | | (1,196 | ) | | | (6,383 | ) |
Unrealized loss on derivative contract | | | 475 | | | | — | | | | — | |
Deferred tax (provision) benefit | | | — | | | | (17,467 | ) | | | — | |
Excess tax benefits from stock-based compensation | | | (29 | ) | | | (9 | ) | | | (169 | ) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed in acquisitions: | | | | | | | | | | | | |
Restricted cash | | | — | | | | — | | | | (24,500 | ) |
Accounts receivable | | | (63,266 | ) | | | 175,735 | | | | (38,152 | ) |
Inventories | | | 106,281 | | | | 31,088 | | | | 55,918 | |
Prepaid expenses and other assets | | | 14,330 | | | | 1,629 | | | | 32,466 | |
Accounts payable | | | 30,738 | | | | (82,791 | ) | | | (63,076 | ) |
Accrued liabilities and other | | | 62,980 | | | | (13,016 | ) | | | (18,807 | ) |
Accrued employee compensation | | | 13,033 | | | | (44,615 | ) | | | 16,963 | |
Income taxes payable | | | 1,343 | | | | 11,607 | | | | 6,656 | |
Deferred income | | | 4,065 | | | | (6,825 | ) | | | (9,753 | ) |
| | | | | | | | | | | | |
Net cash provided by operating activities | | | 144,529 | | | | 109,143 | | | | 130,193 | |
Cash flows from investing activities: | | | | | | | | | | | | |
Cash paid in acquisitions, net | | | — | | | | (5,287 | ) | | | — | |
Purchases of investments | | | — | | | | — | | | | (10,126 | ) |
Sales and maturities of short-term and long-term investments | | | — | | | | — | | | | 23,793 | |
Purchases of technology licenses | | | (9,300 | ) | | | (2,550 | ) | | | — | |
Purchases of property and equipment | | | (3,414 | ) | | | (13,931 | ) | | | (30,522 | ) |
| | | | | | | | | | | | |
Net cash used in investing activities | | | (12,714 | ) | | | (21,768 | ) | | | (16,855 | ) |
Cash flows from financing activities: | | | | | | | | | | | | |
Proceeds from the issuance of common shares | | | 385 | | | | 12,192 | | | | 17,054 | |
Principal payments on capital lease and debt obligations | | | (433 | ) | | | (192,174 | ) | | | (2,125 | ) |
Excess tax benefits from stock-based compensation | | | 29 | | | | 9 | | | | 169 | |
| | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | (19 | ) | | | (179,973 | ) | | | 15,098 | |
| | | | | | | | | | | | |
Net increase (decrease) in cash and cash equivalents | | | 131,796 | | | | (92,598 | ) | | | 128,436 | |
| | | | | | | | | | | | |
Cash and cash equivalents at beginning of period | | | 927,409 | | | | 1,020,007 | | | | 615,648 | |
| | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 1,059,205 | | | $ | 927,409 | | | $ | 744,084 | |
| | | | | | | | | | | | |
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