Statement Of Financial Position
Statement Of Financial Position Classified (USD $) | ||
In Thousands | 12 Months Ended
Jan. 30, 2010 | 12 Months Ended
Jan. 31, 2009 |
Current assets: | ||
Cash and cash equivalents | $1,105,428 | $927,409 |
Restricted cash | 0 | 24,500 |
Short-term investments | 691,289 | 0 |
Accounts receivable, net of allowances of $5,912 and $3,206 | 356,796 | 222,101 |
Inventories | 241,541 | 310,654 |
Prepaid expenses and other current assets | 62,527 | 61,268 |
Deferred income taxes | 7,964 | 14,383 |
Total current assets | 2,465,545 | 1,560,315 |
Property and equipment, net | 342,497 | 390,853 |
Long-term investments | 34,281 | 40,541 |
Goodwill | 1,997,662 | 1,997,630 |
Acquired intangible assets | 179,101 | 286,534 |
Other noncurrent assets | 151,854 | 138,327 |
Total assets | 5,170,940 | 4,414,200 |
Current liabilities: | ||
Accounts payable | 277,405 | 139,028 |
Accrued liabilities | 82,067 | 83,113 |
Accrued employee compensation | 125,810 | 92,022 |
Income taxes payable | 19,992 | 35,803 |
Deferred income | 59,396 | 57,895 |
Current portion of capital lease obligations | 1,940 | 1,787 |
Total current liabilities | 566,610 | 409,648 |
Capital lease obligations, net of current portion | 511 | 2,451 |
Non-current income taxes payable | 117,240 | 123,379 |
Other long-term liabilities | 68,600 | 49,655 |
Total liabilities | 752,961 | 585,133 |
Commitments and contingencies (Note 13) | ||
Shareholders' equity: | ||
Preferred shares, $0.002 par value; 8,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common shares, $0.002 par value; 992,000 shares authorized; 638,341 and 616,388 shares issued and outstanding, respectively | 1,277 | 1,233 |
Additional paid-in capital | 4,607,844 | 4,372,265 |
Accumulated other comprehensive loss | (885) | (718) |
Accumulated deficit | (190,257) | (543,713) |
Total shareholders' equity | 4,417,979 | 3,829,067 |
Total liabilities and shareholders' equity | $5,170,940 | $4,414,200 |
1_Statement Of Financial Positi
Statement Of Financial Position Classified (Parenthetical) (USD $) | ||
In Thousands | Jan. 30, 2010
| Jan. 31, 2009
|
Accounts receivable, allowances | $5,912 | $3,206 |
Preferred shares, par value | 0.002 | 0.002 |
Preferred shares, shares authorized | 8,000 | 8,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Common shares, par value | 0.002 | 0.002 |
Common shares, shares authorized | 992,000 | 992,000 |
Common shares, shares issued | 638,341 | 616,388 |
Common shares, shares outstanding | 638,341 | 616,388 |
Statement Of Income Alternative
Statement Of Income Alternative (USD $) | |||
In Thousands, except Per Share data | 12 Months Ended
Jan. 30, 2010 | 12 Months Ended
Jan. 31, 2009 | 12 Months Ended
Feb. 02, 2008 |
Net revenue | $2,807,687 | $2,950,563 | $2,894,693 |
Operating costs and expenses: | |||
Cost of goods sold | 1,227,096 | 1,426,624 | 1,497,796 |
Research and development | 828,176 | 935,272 | 994,202 |
Selling and marketing | 139,404 | 161,703 | 212,773 |
General and administrative | 171,362 | 108,465 | 139,778 |
Amortization and write-off of acquired intangible assets | 107,534 | 153,323 | 155,734 |
Total operating costs and expenses | 2,473,572 | 2,785,387 | 3,000,283 |
Operating income (loss) | 334,115 | 165,176 | (105,590) |
Interest and other income | 10,727 | 23,651 | 28,100 |
Interest expense | (1,732) | (17,994) | (40,498) |
Income (loss) before income taxes | 343,110 | 170,833 | (117,988) |
Provision (benefit) for income taxes | (10,346) | 23,591 | (3,561) |
Net income (loss) | $353,456 | $147,242 | ($114,427) |
Net income (loss) per share: | |||
Basic | 0.57 | 0.24 | -0.19 |
Diluted | 0.54 | 0.23 | -0.19 |
Weighted average shares: | |||
Basic | 623,934 | 608,747 | 590,308 |
Diluted | 653,471 | 630,328 | 590,308 |
Statement Of Shareholders Equit
Statement Of Shareholders Equity And Other Comprehensive Income (USD $) | |||||
In Thousands | Common Shares
| Additional Paid-in Capital
| Accumulated Other Comprehensive Income (Loss)
| Accumulated Deficit
| Total
|
Beginning Balance at Jan. 27, 2007 | $1,175 | $3,802,509 | $28 | ($576,528) | $3,227,184 |
Beginning Balance (in shares) at Jan. 27, 2007 | 587,425 | ||||
Shares issued pursuant to stock options and awards, net (in shares) | 11,243 | ||||
Shares issued pursuant to stock options and awards, net | 22 | 49,775 | 49,797 | ||
Issuance of common shares under the employee stock purchase plan (in shares) | 1,303 | ||||
Issuance of common shares under the employee stock purchase plan | 3 | 17,332 | 17,335 | ||
Stock-based compensation | 230,980 | 230,980 | |||
Tax benefit from employee stock transactions | 63 | 63 | |||
Comprehensive income (loss): | |||||
Unrealized gain (loss) on available-for-sale investments, net of tax | 587 | 587 | |||
Net income (loss) | (114,427) | (114,427) | |||
Total Comprehensive income (loss) | (113,840) | ||||
Ending Balance (in shares) at Feb. 02, 2008 | 599,971 | ||||
Ending Balance at Feb. 02, 2008 | 1,200 | 4,100,659 | 615 | (690,955) | 3,411,519 |
Shares issued pursuant to stock options and awards, net (in shares) | 10,790 | ||||
Shares issued pursuant to stock options and awards, net | 21 | 56,899 | 56,920 | ||
Issuance of common shares under the employee stock purchase plan (in shares) | 3,947 | ||||
Issuance of common shares under the employee stock purchase plan | 8 | 33,350 | 33,358 | ||
Issuance of common shares on exercise of warrants (in shares) | 1,680 | ||||
Issuance of common shares on exercise of warrants | 4 | 2,408 | 2,412 | ||
Stock-based compensation | 178,999 | 178,999 | |||
Tax benefit from employee stock transactions | (50) | (50) | |||
Comprehensive income (loss): | |||||
Unrealized gain (loss) on available-for-sale investments, net of tax | (1,333) | (1,333) | |||
Net income (loss) | 147,242 | 147,242 | |||
Total Comprehensive income (loss) | 145,909 | ||||
Ending Balance (in shares) at Jan. 31, 2009 | 616,388 | ||||
Ending Balance at Jan. 31, 2009 | 1,233 | 4,372,265 | (718) | (543,713) | 3,829,067 |
Shares issued pursuant to stock options and awards, net (in shares) | 14,674 | ||||
Shares issued pursuant to stock options and awards, net | 29 | 45,864 | 45,893 | ||
Issuance of common shares under the employee stock purchase plan (in shares) | 7,279 | ||||
Issuance of common shares under the employee stock purchase plan | 15 | 65,737 | 65,752 | ||
Stock-based compensation | 124,140 | 124,140 | |||
Tax benefit from employee stock transactions | (162) | (162) | |||
Comprehensive income (loss): | |||||
Unrealized gain (loss) on available-for-sale investments, net of tax | 77 | 77 | |||
Unrealized gain on cash flow hedges | 341 | 341 | |||
Other | (585) | (585) | |||
Net income (loss) | 353,456 | 353,456 | |||
Total Comprehensive income (loss) | 353,289 | ||||
Ending Balance (in shares) at Jan. 30, 2010 | 638,341 | ||||
Ending Balance at Jan. 30, 2010 | $1,277 | $4,607,844 | ($885) | ($190,257) | $4,417,979 |
Statement Of Cash Flows Indirec
Statement Of Cash Flows Indirect (USD $) | |||
In Thousands | 12 Months Ended
Jan. 30, 2010 | 12 Months Ended
Jan. 31, 2009 | 12 Months Ended
Feb. 02, 2008 |
Cash flows from operating activities: | |||
Net income (loss) | $353,456 | $147,242 | ($114,427) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 99,214 | 112,824 | 105,812 |
Stock-based compensation | 126,599 | 177,132 | 230,980 |
Amortization and write-off of acquired intangible assets | 107,534 | 153,323 | 155,734 |
Gain on sale of equity investment | (4,938) | 0 | 0 |
Loss (gain) from write-off and disposition of assets | 3,986 | 0 | (1,822) |
Amortization of marketable securities premium | 1,667 | 0 | 0 |
Fair market value adjustment to Intel inventory sold | (15,509) | (15,359) | (109,262) |
Termination of supply contract | 0 | 0 | (22,069) |
Interest expense related to supply contract | 0 | 0 | 5,833 |
Deferred tax provision | 13,356 | (17,468) | (13,783) |
Excess tax benefits from stock-based compensation | (677) | (365) | (278) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed in acquisitions: | |||
Restricted cash | 24,500 | (24,500) | 0 |
Accounts receivable | (134,695) | 109,919 | (1,763) |
Inventories | 82,659 | 126,938 | (202,275) |
Prepaid expenses and other assets | (4,326) | 63,476 | 108,321 |
Accounts payable | 136,045 | (88,795) | (8,187) |
Accrued liabilities and other | (4,199) | (36,708) | 10,880 |
Accrued employee compensation | 33,292 | (26,956) | 8,852 |
Income taxes payable | (22,112) | 11,507 | 1,845 |
Deferred income | 15,661 | (11,525) | 22,961 |
Net cash provided by operating activities | 811,513 | 680,685 | 177,352 |
Cash flows from investing activities: | |||
Cash paid for acquisitions, net of cash acquired | 0 | (5,287) | (19,987) |
Purchases of investments | (804,979) | (10,172) | (262,886) |
Sales and maturities of short-term and long-term investments | 118,362 | 29,181 | 230,906 |
Purchases of equity investments and loans advanced | (2,000) | 0 | (323) |
Acquisition related transaction costs | 0 | 0 | (1,340) |
Purchases of property and equipment | (39,814) | (73,243) | (113,462) |
Proceeds from sale of asset under construction | 0 | 0 | 5,122 |
Purchases of technology licenses | (15,598) | (5,200) | (23,175) |
Net cash used in investing activities | (744,029) | (64,721) | (185,145) |
Cash flows from financing activities: | |||
Proceeds from the issuance of common shares | 111,645 | 92,645 | 65,903 |
Principal payments on capital lease and term loan obligations | (1,787) | (397,213) | (10,748) |
Excess tax benefits from stock-based compensation | 677 | 365 | 278 |
Net cash (used in) provided by financing activities | 110,535 | (304,203) | 55,433 |
Net increase in cash and cash equivalents | 178,019 | 311,761 | 47,640 |
Cash and cash equivalents at beginning of period | 927,409 | 615,648 | 568,008 |
Cash and cash equivalents at end of period | 1,105,428 | 927,409 | 615,648 |
Supplemental cash flow information: | |||
Cash paid for interest | 297 | 20,787 | 41,840 |
Cash paid for income taxes, net | 4,836 | 17,232 | 16,878 |
Non-Cash Investing Activities: | |||
Receivable from sale of equity investment | $7,681 | $0 | $0 |
The Company and its Significant
The Company and its Significant Accounting Policies: | |
12 Months Ended
Jan. 30, 2010 | |
The Company and its Significant Accounting Policies: | Note1 The Company and its Significant Accounting Policies: The Company Marvell Technology Group Ltd., a Bermuda company (the Company), is a leading global semiconductor provider of high-performance application specific standard products. The Companys core strength of expertise is the development of complex System-on-a-Chip devices leveraging its extensive technology portfolio of intellectual property in the areas of analog, mixed-signal, digital signal processing and embedded ARM-based microprocessor integrated circuits. The Companys broad product portfolio includes devices for data storage, enterprise-class Ethernet data switching, Ethernet physical-layer transceiver handheld cellular, Ethernet-based wireless networking, personal area networking, Ethernet-based PCconnectivity, control plane communications controllers, video-image processing and power management solutions. Basis of Presentation The Companys fiscal year is the 52- or 53-week period ending on the Saturday closest to January31. In a 52-week year, each fiscal quarter consists of 13weeks. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14weeks. Fiscal years 2010 and 2009 were comprised of 52-week periods and fiscal year 2008 was comprised of a 53week period. Certain reclassifications have been made to the prior period balances in the Statements of Operations in order to conform to the current periods presentation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP in the United States requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to performance based compensation, uncollectible receivables, inventory excess and obsolescence, the useful lives of long-lived assets including property and equipment, investment fair values, goodwill and other intangible assets, and income taxes, litigation and other contingencies. In addition, the Company uses assumptions when employing the Black-Scholes option valuation model to calculate the fair value of stock-based awards granted. The Company bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions, that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results could differ from these estimates, and such differences could affect the results of operations reported in future periods. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. The functional currency of the Company and its subsidiaries is the United States dollar. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less from the date of purchase to be cash equiv |
Business Combinations:
Business Combinations: | |
12 Months Ended
Jan. 30, 2010 | |
Business Combinations: | Note2 Business Combinations: Fiscal 2009 During fiscal 2009, the Company completed the acquisition of an unrelated private company. The company was acquired for $5.3million and is engaged in developing Gigabit Passive Optical Networks solutions for telecommunications equipment manufacturers and original device manufacturers. Under the purchase method of accounting, the total purchase price was allocated to net tangible and intangible assets based on their fair values as of the date of the completion of the acquisition. The Company recorded acquired net liabilities of $1.4million, amortizable intangible assets of $6.2million and goodwill of $0.5million. The intangible assets are being amortized over their useful lives. Fiscal 2008 During fiscal 2008, the Company completed the acquisition of two unrelated private companies. One of the companies was acquired for $9.7million and designed and developed software for optical storage applications. The second company was acquired for $13.4million and provided IP Multimedia Subsystem middleware and applications for multi-mode cellular mobile devices. Under the purchase method of accounting, the total purchase price was allocated to net tangible and intangible assets based on their fair values as of the date of the completion of the respective acquisitions. The Company recorded acquired net tangible assets of $4.1million, a deferred tax asset of $0.9million, a deferred tax liability of $3.8million, amortizable intangible assets of $9.2million and goodwill of $12.7million. The intangible assets are being amortized over their useful lives ranging from one to seven years. |
Investments:
Investments: | |
12 Months Ended
Jan. 30, 2010 | |
Investments: | Note3 Investments: The following tables summarize the Companys investments (in thousands): As of January30, 2010 Amortized Cost Gross Unrealized Gains Gross Unrealized Loss Estimated FairValue Short-term investments: Available-for-sale: Corporate $ 227,610 $ 934 $ (75 ) $ 228,469 U.S. government agency 457,592 258 (30 ) 457,820 Trading securities: Auction rate security and settlement option 5,000 5,000 Total Short-term investments $ 690,202 $ 1,192 $ (105 ) $ 691,289 Long-term investments: Available-for-sale: Auction rate securities $ 36,600 $ $ (2,319 ) $ 34,281 Total long-term investments $ 36,600 $ $ (2,319 ) $ 34,281 Total Investments $ 726,802 $ 1,192 $ (2,424 ) $ 725,570 As of January31, 2009 Amortized Cost Gross Unrealized Gains Gross Unrealized Loss Estimated FairValue Long-term investments: Available-for-sale: Auction rate securities $ 36,850 $ $ (1,309 ) $ 35,541 Trading securities: Auction rate security and settlement option 5,000 5,000 Total long-term investments $ 41,850 $ $ (1,309 ) $ 40,541 Total Investments $ 41,850 $ $ (1,309 ) $ 40,541 As of January30, 2010, the Companys investment portfolio included $41.6 million in par value of auction rate securities. Auction rate securities are usually found in the form of municipal bonds, preferred stock, pools of student loans or collateralized debt obligations with contractual maturities generally between 20 and 30 years and whose interest rates are reset every seven to 35 days through an auction process. At the end of each reset period, investors can sell or continue to hold the securities at par. The Companys auction rate securities are all backed by student loans originated under the Federal Family Education Loan Program and are fully collateralized, insured and guaranteed by the DOE. Beginning in February 2008, liquidity issues in the global credit markets resulted in the failure of auctions of auction rate securities, as the amount of securities submitted for sale in those auctions exceed the amount of bids. Due to the auction failures, the auction rate securities do not have a readily determinable market or value. In addition, five of the securities have been downgraded. To estimate the fair value of the auction rate securities since that time, the Company used a discounted cash flow model based on estimated timing and amount of future interest and principal payments, credit quality of the underlying securities and liquidity considerations, the collateralization of underlying security investments, the credit worthiness of |
Supplemental Financial Informat
Supplemental Financial Information (in thousands): | |
12 Months Ended
Jan. 30, 2010 | |
Supplemental Financial Information (in thousands): | Note4 Supplemental Financial Information (in thousands): Cash and cash equivalents January30, 2010 January31, 2009 Cash $ 333,875 $ 72,348 Cash equivalents: Commercial paper 4,000 381,674 Time deposits 142,794 105,491 Money market mutual fund 542,574 367,896 Federal agency notes 82,185 Total cash and cash equivalents $ 1,105,428 $ 927,409 Inventories January30, 2010 January31, 2009 Work-in-process $ 128,371 $ 188,830 Finished goods 113,170 121,824 Inventories $ 241,541 $ 310,654 Property and equipment, net January30, 2010 January31, 2009 Machinery and equipment $ 371,281 343,772 Computer software 66,643 75,986 Furniture and fixtures 23,335 23,490 Leasehold improvements 33,224 38,872 Buildings 146,294 146,294 Building improvements 45,631 45,329 Land 71,198 71,198 Construction in progress 5,174 2,483 762,780 747,424 Less: Accumulated depreciation and amortization (420,283 ) (356,571 ) Property and equipment, net $ 342,497 $ 390,853 The Company recorded depreciation expense of $87.3 million, $95.5 million, and $93.7 million for fiscal 2010, 2009, and 2008, respectively. Property and equipment included $7.0 million, $7.0million and $9.1million of assets acquired under capital lease at January30, 2010, January31, 2009 and February2, 2008, respectively. Accumulated depreciation related to these assets was $5.0 million, $3.6million and $3.2million at January30, 2010, January31, 2009 and February2, 2008, respectively. Other noncurrent assets January30, 2010 January31, 2009 Long-term prepayments for foundry capacity $ 8,504 $ 8,800 Equity investments in privately held companies 6,314 7,058 Severance fund 57,261 43,121 Technology licenses 33,486 24,108 Deferred tax assets, non-current 34,638 41,575 Other 11,651 13,665 Other noncurrent assets $ 151,854 $ 138,327 Accrued liabilities January30, 2010 January31, 2009 Accrued royalties $ 12,651 $ 5,660 Accrued rebates 13,404 28,925 Accrued legal and professional services 13,585 25,719 Accrued customer advances(1) 8,167 Accrued sales/GST tax 6,082 3,494 Accrued tapeouts 5,957 5,097 Other 22,221 14,218 Accrued liabilities $ 82,067 $ 83,113 (1) Accrued customer advances were included in the deferred income line of the Consolidated Balance Sheet as of January 31, 2009. Other long-term liabilities January30, 2010 January31, 2009 Accrued severance $ 53,549 $ 46,716 Long-term facilities consolidation charge 3,305 2,246 Accrued technology |
Derivative Financial Instrument
Derivative Financial Instruments: | |
12 Months Ended
Jan. 30, 2010 | |
Derivative Financial Instruments: | Note 5 Derivative Financial Instruments: The Company manages some of its foreign currency exchange rate risk through the purchase of foreign currency exchange contracts that hedge against the short term impact of currency fluctuations. The Companys policy is to enter into foreign currency forward contracts with maturities generally less than 12 months that mitigate the impact of rate fluctuations on certain local currency denominated operating expenses. All derivatives are recorded at fair value in either prepaid and other current assets or accrued liabilities. The Company reports cash flows from derivative instruments in cash flows from operating activities. The Company uses quoted prices to value its derivative instruments. As of January30, 2010, the notional amounts of outstanding forward contracts were as follows (in thousands): January30, 2010 January31, 2009 BuyContracts SellContracts BuyContracts SellContracts Israeli shekel $ 29,512 $ (1,163 ) $ Total $ 29,512 $ (1,163 ) $ Cash flow hedges. The Company designates and documents its foreign currency forward exchange contracts as cash flow hedges for certain operating expenses denominated in Israeli Shekels. The Company evaluates and calculates the effectiveness of each hedge at least quarterly. The effective change is recorded in other comprehensive income or loss (OCI) and is subsequently reclassified to operating expense when the hedged expense is recognized. Ineffectiveness is recorded in interest and other income, net. There was no ineffectiveness in any of the periods presented. Other foreign currency forward contracts. The Company enters into foreign currency forward exchange contracts to hedge certain payments denominated in Israeli Shekels that it does not designate and document as cash flow or other hedges for accounting purposes. The maturities of these contracts are generally less than 12 months. Gains or losses arising from the re-measurement of these contracts to fair value each period are recorded in interest and other income (expense), net. The fair value and balance sheet classification of foreign exchange contract derivatives are as follows (in thousands): January30, 2010 January31, 2009 Prepaids and other current assets: $ $ Derivative assets designated as hedging instruments: Cash flow hedges 836 Derivative assets not designated as hedging instruments: Other forward contracts (6 ) Total derivative assets $ 830 $ The following tables summarize the pre-tax effect of foreign exchange contract derivatives by (a)cash flow hedges and (b)other foreign currency hedges on OCI and the consolidated statements of operations for the years ended January30, 2010 and January31, 2009, respectively. (a) Cash flow hedges (in thousands): January30, 2010 January31, 2009 Accumulated OCI, beginning of period $ $ Gains recorded in OCI (effective portion) 3,636 Gains rec |
Fair Value Measurements:
Fair Value Measurements: | |
12 Months Ended
Jan. 30, 2010 | |
Fair Value Measurements: | Note 6 Fair Value Measurements: Effective February3, 2008, the Company adopted the authoritative guidance for fair value measurements and disclosures for all assets and liabilities within the scope of this guidance, except as it applies to the non-financial assets and non-financial liabilities subject to additional authoritative guidance, which the Company adopted during the quarter ended May2, 2009. The guidance clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering suchassumptions, the guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level1 Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level2 Include other inputs that are directly or indirectly observable in the marketplace. Level3 Unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company measures its cash equivalents and marketable securities at fair value. The Companys cash equivalents and government securities are primarily classified within Level 1, its corporate securities in Level 2 and its auction rate securities in Level 3. Cash equivalents and government securities are valued primarily using quoted market prices utilizing market observable inputs. Corporate securities are considered Level 2 because markets are sometimes not as active or prices as current as with Level 1 securities. The Companys investments in auction rate securities are classified within Level 3 because there are no active markets for the auction rate securities and therefore the Company is unable to obtain independent valuations from market sources. Therefore, the auction rate securities were valued using a discounted cash flow model. Some of the inputs to the cash flow model are unobservable in the market, including estimated timing and amount of future interest and principal payments, credit quality of the underlying securities and liquidity considerations, the collateralization of underlying security investments, the credit worthiness of the issuer of the securities, the probability of full repayment and other considerations. The total amount of assets measured using Level 3 valuation methodologies represented 0.8% of total assets as of January30, 2010. The table below sets forth, by level, the Companys financial assets that were accounted for at fair value as of January30, 2010. The table does not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Portion of Carrying Value Measured at FairValueat January30, 2010 Level 1 |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets: | |
12 Months Ended
Jan. 30, 2010 | |
Goodwill and Acquired Intangible Assets: | Note7 Goodwill and Acquired Intangible Assets: The Company performed an annual assessment of goodwill impairment at the beginning of its fourth quarter of fiscal 2010 and 2009. As a result of its analysis, the Company concluded that no impairment is necessary. The carrying amounts of intangible assets are as follows (in thousands): January30, 2010 January31, 2009 Rangeof Useful Lives Gross Carrying Amounts Accumulated Amortization and Write-Offs Net Carrying Amount Gross Carrying Amounts Accumulated Amortization and Write-Offs Net Carrying Amount Purchased technology 1-7years $ 714,640 $ (665,010 ) $ 49,630 $ 714,640 $ (615,206 ) $ 99,434 Core technology 1 - 8 years 212,650 (129,478 ) 83,172 212,650 (101,990 ) 110,660 Trade name 1 - 5 years 350 (259 ) 91 350 (219 ) 131 Customer contracts 4 - 7 years 183,300 (137,163 ) 46,137 183,300 (107,294 ) 76,006 Non-compete agreements 3 years 700 (629 ) 71 700 (397 ) 303 Total intangible assets, net $ 1,111,640 $ (932,539 ) $ 179,101 $ 1,111,640 $ (825,106 ) $ 286,534 In connection with the Companys business strategy meetings in the fourth quarter of fiscal 2010, the Company determined that a certain acquisition-related intangible associated with the acquisition of the communications and applications processor business from Intel (the ICAP Business) was impaired due to the declining revenue of the product as a result of the customer transitioning to a newer product. The Company measured the amount of the impairment by calculating the amount by which the carrying value of the asset exceeded its estimated fair value, which was based on projected discounted future net cash flows. The Company determined the fair value of the acquisition-related intangible asset based on the most current financial forecast available. The discount rate used to discount net cash flows to their present values was 20% which was determined after consideration of the Companys estimated weighted average cost of capital. The amount of the purchased intangibles written-off in the fourth quarter of fiscal 2010 due to impairment was $1.0million. In fiscal 2009, the Company wrote-off $15.6 million of purchased intangibles associated with the acquisition of the semiconductor business of UTStarcom, Inc. and ICAP Business. Purchased technology is amortized on a straight-line basis over their estimated useful lives of one to seven years. Core technology is amortized on a straight-line basis over its estimated useful lives of one to eight years. Trade name is amortized on a straight-line basis over its estimated useful life of one to five years. Customer contracts and related relationships are amortized on a straight-line basis over their estimated useful lives of four to seven years. Non-competition is amortized on a straight-line basis over three years. Accumulated amortization and write-off |
Restructuring:
Restructuring: | |
12 Months Ended
Jan. 30, 2010 | |
Restructuring: | Note 8 Restructuring: During fiscal 2010, the Company continued to implement certain cost reduction measures that included reductions in workforce that were announced in the quarter ended May2, 2009.Approximately 300 employees were impacted by the reductions in workforce on a worldwide basis. In addition, the Company also impaired some facilities due to vacating certain locations as part of the Companys reassessment of its real estate requirements.As a result, the Company recorded restructuring charges of $21.7 million consisting of $8.6 million for severance and related employee benefits to terminated employees, $9.1 million for equipment and other related charges and $3.9 million of facilities impairment charges. During the fourth quarter of fiscal 2009, the Company implemented certain cost reduction measures that included reductions in workforce in all functions of the organization worldwide, impacting approximately 200 employees, in order to reduce the Companys cost structure. As a result, a restructuring charge of $9.7million was recorded that consisted of $6.6 million of severance and related employee benefits to the terminated employees, approximately $2.7 million of charges related to the impairment of abandoned facilities and $0.4 million of other equipment charges. During the fourth quarter of fiscal 2008, the Company implemented cost-cutting measures that included reductions in workforce in all functions of the organization worldwide in order to reduce the Companys cost structure. A restructuring charge of $7.9million was recorded all of which related to severance and benefits to 438 terminated employees. The following table sets forth an analysis of the components of the restructuring charges and the payments made for the years ended (in thousands): January30, 2010 January31, 2009 February2, 2008 Restructuring liabilities, beginning of period $ 7,685 $ 2,731 $ 2,920 Severance and related charges: Equipment and other related charges 9,132 402 Facilities and related charges 3,891 2,711 Workforce reduction 8,640 6,576 7,856 Write-off of property and equipment (4,882 ) (120 ) 0 Net cash payments (19,069 ) (4,615 ) (8,045 ) Restructuring liabilities, end of period $ 5,397 $ 7,685 $ 2,731 The following table presents details of restructuring charges by functional line item (in thousands): January30, 2010 January31, 2009 February2, 2008 Research and development $ 15,046 $ 5,282 $ 5,206 Selling and marketing 1,838 730 1,512 General and administrative 4,779 3,677 1,138 $ 21,663 $ 9,689 $ 7,856 The facility lease charges will be paid out through fiscal 2019. |
Term Loans:
Term Loans: | |
12 Months Ended
Jan. 30, 2010 | |
Term Loans: | Note9 Term Loans: In November 2006, the Company borrowed $400.0million from a group of lenders in the form of term loans to partially finance the acquisition of the ICAP Business. Debt issuance costs of approximately $5.7million were being amortized to interest expense over the term of the loan through November9, 2009. During the fourth quarter of fiscal 2009, the Company made a full repayment on the term loans and concurrently wrote-off $2.0 million of remaining unamortized debt issuance costs to interest expense. |
Shareholders' Equity:
Shareholders' Equity: | |
12 Months Ended
Jan. 30, 2010 | |
Shareholders' Equity: | Note10 Shareholders Equity: Common and Preferred Stock As of January30, 2010, the Company is authorized to issue 992,000,000 shares of $0.002 par value common shares and 8,000,000 shares of $0.002 par value preferred shares. The Company has the authority to issue undesignated preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption and liquidation preferences. As of January30, 2010, and January31, 2009, no shares of preferred stock were outstanding. 1995 Stock Option Plan In April1995, the Company adopted the 1995 Stock Option Plan (the Option Plan). The Option Plan, as amended, had 383.4million common shares reserved for issuance thereunder as of January30, 2010. Options granted under the Option Plan generally have a term of ten years and generally must be issued at prices not less than 100% and 85% for incentive and nonqualified stock options, respectively, of the fair market value of the stock on the date of grant. Incentive stock options granted to shareholders who own greater than 10% of the outstanding stock are for periods not to exceed five years and must be issued at prices not less than 110% of the fair market value of the stock on the date of grant. The options generally vest 20% one year after the vesting commencement date, and the remaining shares vest one-sixtieth per month over the remaining 48 months. Options granted under the Option Plan subsequent to March1, 2000 may only be exercised upon or after vesting. In addition, the Company can also grant stock awards, which may be subject to vesting. Further, the Company can grant restricted stock unit awards. Restricted stock unit awards are denominated in shares of stock, but may be settled in cash or tradable shares of the Companys common shares upon vesting, as determined by the Company at the time of grant. 1997 Directors Stock Option Plan In August 1997, the Company adopted the 1997 Directors Stock Option Plan (the 1997 Directors Plan). Under the 1997 Directors Plan, an outside director was granted an option to purchase 30,000 common shares upon appointment to the Companys Board of Directors. These options vested 20% one year after the vesting commencement date and remaining shares vest one-sixtieth per month over the remaining 48 months. An outside director was also granted an option to purchase 6,000 common shares on the date of each annual meeting of the shareholders. These options vested one-twelfth per month over 12 months after the fourth anniversary of the vesting commencement date. Options granted under the 1997 Directors Plan could be exercised prior to vesting. The 1997 Directors Plan was terminated in October 2007. 2007 Directors Stock Incentive Plan In October 2007, the Company adopted the 2007 Directors Stock Incentive Plan (the 2007 Directors Plan). The 2007 Directors Plan had 750,000 common shares reserved for issuance thereunder as of January30, 2010. Under the 2007 Directors Plan, an outside director is granted an option to purchase 50,000 common shares upon appointment to the Compa |
Income Taxes:
Income Taxes: | |
12 Months Ended
Jan. 30, 2010 | |
Income Taxes: | Note 11 Income Taxes: The U.S. and non-U.S. components of income before income taxes are (in thousands): Year Ended January30, 2010 January31, 2009 February2, 2008 U.S. operations $ 12,714 $ 13,783 $ 21,998 Non-U.S. operations 330,396 157,050 (139,986 ) $ 343,110 $ 170,833 $ (117,988 ) The provision for income taxes consists of the following (in thousands): Year Ended January30, 2010 January31, 2009 February2, 2008 Current income tax expense (benefit): Federal $ (35,778 ) $ 4,231 $ 9,832 State 576 1,606 321 Foreign 11,500 35,222 69 Total current income tax expense (23,702 ) 41,059 10,222 Deferred income tax expense (benefit): Federal (254 ) 3,793 (2,135 ) State (556 ) (523 ) (758 ) Foreign 14,166 (20,738 ) (10,890 ) Total deferred income tax expense (benefit) 13,356 (17,468 ) (13,783 ) Total provision (benefit) for income taxes $ (10,346 ) $ 23,591 $ (3,561 ) Deferred tax assets (liabilities) consist of the following (in thousands): January30, 2010 January31, 2009 Deferred tax assets: Federal and California research and other tax credits $ 195,156 $ 131,558 Reserves and accruals 26,895 30,434 Stock compensation 2,905 4,195 Net operating losses 19,738 24,984 Gross deferred tax assets 244,694 191,171 Valuation allowance (197,710 ) (134,576 ) Total deferred tax assets 46,984 56,595 Total deferred tax liabilities (4,381 ) (637 ) Net deferred tax assets $ 42,603 $ 55,958 The non-current portion of the deferred tax assets as of January30, 2010, and January31, 2009 is $34.6 million and $41.6million, respectively, and are included with the Other Noncurrent Assets. As of January30, 2010, the Company had net operating loss carryforwards available to offset future taxable income of approximately $96.0 million, $3.0 million and $4.1 million for foreign, U.S. federal and state of California purposes, respectively. The federal carryforwards will expire in various fiscal years between 2011 and 2023, and the California carryforwards will expire at various fiscal years between 2013 and 2020, if not utilized before these years. The foreign losses can be carried forward indefinitely. The Company had, for U.S. federal income tax return purposes, research tax credit carryforwards of approximately $130.4 million that expire through fiscal 2030. As of January30, 2010, the Company had unused California research and tax credit carryforwards of approximately $126.8 million which will carryforward indefinitely. Included in the U.S. federal and |
Benefit Plans:
Benefit Plans: | |
12 Months Ended
Jan. 30, 2010 | |
Benefit Plans: | Note12 Benefit Plans: The Company sponsors a 401(k) savings and investment plan which allows all employees to participate by making pre-tax contributions to the 401(k) plan ranging from 1% to 20% of eligible earnings subject to a required annual limit. The Company may make discretionary contributions to the 401(k) plan upon approval by the Board of Directors. In fiscal 2005, the Board of Directors approved a resolution to allow the Company to provide an employer match to the 401(k) plan. The employer match will be made on a semi-annual basis and the maximum contribution will be $500 per eligible employee at each semi-annual period ending on July31 and January31. The participant must be employed by the Company on the last day of the semi-annual period to qualify for the match. Each semi-annual period will be treated separately, in which a participant must contribute at least $500 per semi-annual period to be eligible to receive a matching contribution. The Company made matching contributions to employees of $2.1 million, $2.1million and $2.1million during fiscal 2010, 2009, and 2008, respectively. As of January30, 2010, the 401(k) plan offers a variety of investment alternatives, representing different asset classes. Employees may not invest in the Companys common shares through the 401(k) plan. Under Israeli law, the Company is required to make severance payments to its retired or former Israeli employees and Israeli employees leaving its employment in certain other circumstances. The Companys severance pay liability to its Israeli employees, which is calculated based on the salary of each employee multiplied by the years of such employees employment, is reflected in the Companys balance sheet in other long-term liabilities on an accrual basis. In addition, the Company has assets comprised of insurance policies in the name of employees and other investments maintained in a central fund to generally fund the severance liability. The surrender value of the insurance policies is recorded in other noncurrent assets. The severance fund had gains of $8.0 million and $0.9 million in fiscal 2010 and 2008, respectively. The severance fund had losses of $2.2 million in fiscal 2009. The severance pay expenses for fiscal 2010, 2009, and 2008 were $7.4 million, $10.6million and $10.1million, respectively. The severance pay detail is as follows (in thousands): Year Ended January30, 2010 January31, 2009 February2, 2008 Accrued severance $ 52,905 $ 46,188 $ 49,346 Less: Severance assets 57,261 43,121 50,235 Unfunded (funded) portion, net accrued severance pay $ (4,356 ) $ 3,067 $ (889 ) |
Commitments and Contingencies:
Commitments and Contingencies: | |
12 Months Ended
Jan. 30, 2010 | |
Commitments and Contingencies: | Note13 Commitments and Contingencies: Warranty Obligations The Companys products typically carry a standard 90 day warranty with certain exceptions in which the warranty period can range from one to five years based on contractual agreements. The following table presents changes in the warranty accrual included in accrued liabilities in the Companys consolidated balance sheet during fiscal 2010, 2009 and 2008, respectively (in thousands): Years Ended January30, 2010 January31, 2009 February2, 2008 Beginning balance $ 2,093 $ 2,532 $ 2,567 Warranties issued 3,108 876 1,493 Settlements (3,236 ) (1,315 ) (1,528 ) Ending balance $ 1,965 $ 2,093 $ 2,532 Lease Commitments The Company leases some of its facilities under non-cancelable operating leases and leases certain property and equipment under capital leases. Future minimum lease payments, net of estimated sublease income under the operating and capital leases as of January30, 2010, are presented in the following table (in thousands): Fiscal Year: Operating Leases Estimated Sublease Income Net Operating Leases Capital Leases 2011 35,133 (330 ) 34,803 2,085 2012 22,941 22,941 521 2013 16,886 16,886 2014 3,002 3,002 2015 1,880 1,880 Thereafter 7,840 7,840 Total future minimum lease payments $ 87,682 $ (330 ) $ 87,352 $ 2,606 Less: amount representing interest (155 ) Present value of future minimum lease payments 2,451 Less: current portion of lease obligations (1,940 ) Long-term lease obligations $ 511 Rent expense, net of sublease income on the operating leases for fiscal 2010, 2009, and 2008 was approximately $18.5 million, $21.1million and $18.0million, respectively. Included in operating lease commitments are lease payments for computer aided software license agreements and airplane lease commitments. Purchase Commitments Under the Companys manufacturing relationships with all other foundries, cancellation of all outstanding purchase orders are allowed but require repayment of all expenses incurred through the date of cancellation. As of January30, 2010, these foundries had incurred approximately $186.6million of manufacturing expenses on the Companys outstanding purchase orders. On February28, 2005 and as amended on March31, 2005, the Company entered into an agreement with a foundry to reserve and secure foundry fabrication capacity for a fixed number of wafers at agreed upon prices for a period of five and a half years beginning on October1, 2005. In return, the Company agreed to pay the foundry $174.2million over a period of eighteen months. The amendment extends the term of the agreement a |
Segment and Geographic Informat
Segment and Geographic Information: | |
12 Months Ended
Jan. 30, 2010 | |
Segment and Geographic Information: | Note14 Segment and Geographic Information: The Company operates in one reportable segment the design, development and sale of integrated circuits. The fact that the Company operates in only one reportable segment is based on the following factors. The Company uses a highly integrated approach in developing its products in that discrete technologies developed by the Company are frequently integrated across many of its products. The Chief Operating Decision Maker makes financial decisions for the Company based on the consolidated financial performance and not necessarily based on any discrete financial information. The sale of integrated circuits represents the only material source of revenue for the Company. Finally, substantially all of the Companys integrated circuits are manufactured under similar manufacturing processes. The Chief Executive Officer has been identified as the Chief Operating Decision Maker. The following tables present net revenue and long-lived asset information based on geographic region. Net revenue is based on the destination of the shipments and long-lived assets are based on the physical location of the assets (in thousands): Year Ended Net Revenue: January30, 2010 January31, 2009 February2, 2008 Canada $ 26,798 $ 141,926 $ 286,570 China 721,445 674,637 666,084 Japan 192,126 376,409 354,432 Korea 168,834 215,080 232,610 Malaysia 301,504 305,033 254,905 Philippines 174,209 155,172 135,907 Singapore 234,269 150,384 158,736 Taiwan 157,880 194,824 262,842 Thailand 484,862 417,319 329,501 United States 127,399 149,914 118,869 Others 218,361 169,865 94,237 $ 2,807,687 $ 2,950,563 $ 2,894,693 Long-lived Assets*: January30, 2010 January31, 2009 Bermuda $ 8,100 $ 7,480 Israel 15,964 27,872 Singapore 68,171 61,552 United States 200,957 226,361 Others 49,305 67,588 $ 342,497 $ 390,853 * Long-lived assets consist of property and equipment. The following table presents net revenue for groups of similar products (in thousands): Year Ended Net Revenue: January30, 2010 January31, 2009 February2, 2008 Storage products $ 1,574,361 $ 1,462,723 $ 1,340,109 Communications products 1,233,326 1,487,840 1,554,584 $ 2,807,687 $ 2,950,563 $ 2,894,693 |
Related Party Transactions:
Related Party Transactions: | |
12 Months Ended
Jan. 30, 2010 | |
Related Party Transactions: | Note15 Related Party Transactions: In August, 2005, through its subsidiaries MSI and MIL, the Company entered into a License and Manufacturing Services Agreement with C2 Microsystems, Inc. (C2Micro License Agreement). The C2Micro License Agreement has substantially similar terms as other license and manufacturing services agreements of the Company with other third parties for similar technology. The Company recognized $2.1 million and $2.6 million of revenue under the C2Micro License Agreement during fiscal 2010 and fiscal 2009, respectively. Dr.Sehat Sutardja, the Companys President and Chief Executive Officer, and Weili Dai, the Vice President of Sales for Communications and Consumer Business of MSI and Vice President and General Manager of Communications and Computing Business Unit of MSI, through their ownership and control of Estopia LLC, are indirect shareholders of C2 Microsystems. Dr.Sehat Sutardja and Weili Dai are husband and wife. Kuo Wei (Herbert) Chang, a member of our Board of Directors, is also an indirect shareholder of C2 Microsystems as a partner of entities who have invested in C2 Microsystems. Dr.Pantas Sutardja, the Companys Vice President, Chief Technology Officer and Chief Research and Development Officer, is also a shareholder of C2 Microsystems. In January 2007, the Company, through MIL, entered into a Library/IP/Software Evaluation License Agreement (the Evaluation License Agreement) with VeriSilicon Holdings Co., Ltd. (VeriSilicon). The Evaluation License Agreement has no consideration. The Company incurred $6,000 and $200,000 of royalty expense from VeriSilicon under a core license agreement assumed from its acquisition of the UTStarcom Business during fiscal 2010 and fiscal 2009, respectively. This core license agreement had been assumed by VeriSilicon after its acquisition of certain assets from LSI Corporation. In March 2009, the Company entered into an addendum to this core license agreement with VeriSilicon. The Company recorded a license fee of $0.5 million and maintenance fees of $80,000. In June 2009, the Company entered into a second addendum to this technology license agreement with VeriSilicon for VeriSilicon to perform services for a fee of $40,000. In December 2009, the Company entered into a third addendum to this technology agreement with Verisilicon to license additional technology for a license fee of $275,000 with an annual support fee of $47,500. Weili Dais brother (and Dr.Sehat Sutardjas brother-in-law) is the Chairman, President and Chief Executive Officer of VeriSilicon. Ms.Dai is also a shareholder of VeriSilicon. In October 2007, the Company entered into a License Agreement with Vivante Corporation (the Vivante Agreement). The Vivante Agreement has substantially similar terms as the Company would expect to obtain for license agreements with other third parties for similar technology. In August 2008, the Company entered into a Technology License Agreement with Vivante. This Technology License Agreement, as amended, also has substantially similar terms as the Company would expect to obtain for license agreements with other third parties for similar technology. The Company recorded |
Schedule II VALUATION AND QUALI
Schedule II VALUATION AND QUALIFYING ACCOUNTS | |
12 Months Ended
Jan. 30, 2010 | |
Schedule II VALUATION AND QUALIFYING ACCOUNTS | Schedule II VALUATION AND QUALIFYING ACCOUNTS Balance at Beginningof Year Additions Deductions Balance at End of Year (in thousands) Fiscal year ended January30, 2010 Allowance for doubtful accounts and sales return reserve $ 3,206 $ 2,706 $ $ 5,912 Deferred tax valuation $ 134,576 $ 77,353 $ (14,219 ) $ 197,710 Fiscal year ended January31, 2009 Allowance for doubtful accounts and sales return reserve $ 4,277 $ 1,261 $ (2,332 ) $ 3,206 Deferred tax valuation $ 96,978 $ 40,990 $ (3,392 ) $ 134,576 Fiscal year ended February2, 2008 Allowance for doubtful accounts and sales return reserve $ 3,641 $ 1,901 $ (1,265 ) $ 4,277 Deferred tax valuation $ 56,135 $ 41,431 $ (589 ) 96,977 |
Document Information
Document Information | |
12 Months Ended
Jan. 30, 2010 | |
Document Type | 10-K |
Amendment Flag | false |
Document Period End Date | 2010-01-30 |
Entity Information
Entity Information (USD $) | |||
12 Months Ended
Jan. 30, 2010 | Mar. 15, 2010
| Jul. 31, 2009
| |
Trading Symbol | MRVL | ||
Entity Registrant Name | MARVELL TECHNOLOGY GROUP LTD | ||
Entity Central Index Key | 0001058057 | ||
Current Fiscal Year End Date | --01-30 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 640,025,848 | ||
Entity Public Float | $4,346,076,405 |