================================================================================ 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 MARCH 1, 2002 (FEBRUARY 28, 2002) 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 FILE (I.R.S. EMPLOYER IDENTIFICATION INCORPORATION OR ORGANIZATION) NUMBER) NO.) 4TH FLOOR WINDSOR PLACE 22 QUEEN STREET P.O. BOX HM 1179 HAMILTON HM EX BERMUDA (ADDRESS OF PRINCIPAL EXECUTIVE (ZIP CODE) OFFICES) 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 5. OTHER EVENTS. On February 28, 2002, the Registrant issued a press release announcing its financial results for the fourth fiscal quarter and the fiscal year ended February 2, 2002. Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the February 28, 2002 press release. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit Description - ------- --------------- 99.1 Press Release dated February 28, 2002. 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: March 1, 2002 MARVELL TECHNOLOGY GROUP LTD. By: /s/ George A. Hervey --------------------------------- Name: George A. Hervey Its: Vice President of Finance and Chief Financial Officer
EXHIBIT INDEX Exhibit No. Document - ----------- -------- Exhibit 99.1 Press Release issued February 28, 2002.
Exhibit 99.1 MARVELL TECHNOLOGY GROUP LTD. REPORTS FOURTH QUARTER FISCAL 2002 RESULTS SUNNYVALE, CA. (FEBRUARY 28, 2002) - Marvell Technology Group Ltd. (NASDAQ: MRVL), a technology leader in the development of extreme broadband communications solutions, today reported financial results for its fourth fiscal quarter and year ended February 2, 2002. Net revenue for the fourth quarter of fiscal 2002 was $82.8 million, an increase of 81% over net revenue of $45.8 million for the fourth quarter of fiscal 2001 and a 13% sequential increase from net revenue of $73.1 million for the third quarter of fiscal 2002. Net loss under generally accepted accounting principles (GAAP), which includes the effect of acquisition-related expenses and amortization of stock-based compensation, was $99.9 million, or $0.86 per share (diluted), for the fourth quarter of fiscal 2002, compared with net loss under GAAP of $239.6 million, or $2.85 per share (diluted), for the fourth quarter of fiscal 2001. Net revenue for the year ended February 2, 2002 was $288.8 million, an increase of 101% over net revenue of $143.9 million for the year ended January 27, 2001. Net loss under GAAP was $415.2 million, or $3.63 per share (diluted), for the year ended February 2, 2002, compared with net loss under GAAP of $235.1 million, or $3.55 per share (diluted), for the year ended January 27, 2001. Pro forma net income, which excludes the effect of acquisition-related expenses and amortization of stock-based compensation, was $7.4 million, or $0.06 per share (diluted), for the fourth quarter of fiscal 2002, compared with pro forma net income of $4.5 million, or $0.05 per share (diluted), for the fourth quarter of fiscal 2001. Pro forma net income was $18.7 million, or $0.15 per share (diluted), for the year ended February 2, 2002, compared with pro forma net income of $14.0 million, or $0.15 per share (diluted), for the year ended January 27, 2001. "We finished the year with outstanding results and strong momentum," stated Dr. Sehat Sutardja, Marvell's President and CEO. "Our Q4 revenues increased 13% sequentially from the prior quarter, and we continued to strengthen our balance sheet. This has enabled us to continue to aggressively invest in exciting new products while still delivering solid results and generating strong cash flow for the company. During the quarter, we continued to expand our world-class product portfolio by announcing a number of market-leading products including our new 802.11b baseband and RF solution, Libertas(TM), for wireless LAN networking. This two-chip solution is the world's first all-CMOS, lowest power and highest integration wireless LAN solution for the 802.11b market. Marvell also announced the first members of the Prestera(TM) family, the Prestera-MX Ethernet switches, which are the industry's highest performance Ethernet switches to support 10 Gb/s speeds and advanced networking features." "As we enter the new fiscal year, we are very excited about the strength of our business and our position to capitalize on a number of major product transitions currently underway, including the transition from standalone read channels to integrated system-on-chip solutions, the continued adoption of Gigabit Ethernet and the rapid deployment of wireless LAN networking," concluded Dr. Sutardja. Marvell will be conducting a conference call today at 2 p.m. PST to discuss its fourth quarter and fiscal 2002 financial results. To listen to the conference call, investors can dial (719) 457-2618
approximately ten minutes prior to the initiation of the teleconference and refer to conference code 535756. Replay of the conference call will be available until March 9, 2002 at midnight PST by calling (719) 457-0820. The conference call will also be available via the Web at www.marvell.com and www.companyboardroom.com until March 31, 2002. ABOUT MARVELL Marvell, a technology leader in the development of extreme broadband system-level IC solutions for Internet connectivity and infrastructure, comprises 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), and Galileo Technology Ltd. (GTL). On behalf of MIL, MSI designs, develops and markets integrated circuits utilizing proprietary Communications Mixed-Signal Processing (CMSP) and digital signal processing technologies for communications signal processing markets. MAPL is headquartered in Singapore and is responsible for production, distribution and design operations. GTL develops high-performance communications Internetworking and Switching products for the broadband communications market. As used in this release, the terms "Company" and "Marvell" refer to the entire group of companies. The Company applies its technology to the extreme broadband communications market where its products are used in network access equipment to provide the interface between communications systems and data transmission media. MSI is headquartered at 700 First Ave., Sunnyvale, Calif., 94089; phone: (408) 222-2500, fax: (408) 752-0588. Marvell's common stock is traded on the NASDAQ under the symbol MRVL. More information on Marvell is available on the Internet at www.marvell.com. SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: This release may contain forward-looking statements based on our current expectations, estimates and projections about our products, our industry, our markets, management's beliefs, and certain assumptions made by us. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "will," "should," and variations of these words or similar expressions, are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Therefore, market results may differ materially and adversely from those expressed in any forward-looking statements in this release. Important risks, uncertainties and assumptions that may cause such a difference for Marvell in connection with our near term financial results include, but are not limited to, the timing, cost and successful completion of technology and product development through volume production; the timing, rescheduling and/or cancellation of significant customer orders; general economic conditions and specific conditions in the markets we address, including periodic downturns in the integrated circuit industry; the rate at which our present and future customers and end-users adopt our products; and the timing and results of customer-industry qualification and certification of our products. For other factors that could cause Marvell's results to vary from expectations, please see the section titled "Additional Factors That May Affect Future Results" in Marvell's annual report on Form 10-K for the year ended January 27, 2001 and Marvell's subsequent quarterly reports on Form 10-Q. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. 5
MARVELL TECHNOLOGY GROUP LTD. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED YEAR ENDED --------------------------- --------------------------- FEBRUARY 2, JANUARY 27, FEBRUARY 2, JANUARY 27, 2002 2001 2002 2001 --------- --------- --------- --------- Net revenue $ 82,816 $ 45,843 $ 288,795 $ 143,894 Cost of goods sold 35,736 21,788 130,807 67,047 --------- --------- --------- --------- Gross profit 47,080 24,055 157,988 76,847 Operating expenses: Research and development 27,441 11,786 93,422 35,152 Selling and marketing 10,542 6,305 40,170 21,686 General and administrative 3,143 1,908 13,191 6,185 Amortization of stock-based compensation 2,763 1,632 15,022 8,259 Amortization of goodwill and acquired intangible assets 104,508 8,031 418,032 8,031 In-process research and development -- 234,874 -- 234,874 --------- --------- --------- --------- Total operating expenses 148,397 264,536 579,837 314,187 --------- --------- --------- --------- Operating loss (101,317) (240,481) (421,849) (237,340) Interest and other income, net 2,751 1,714 9,994 4,559 --------- --------- --------- --------- Loss before income taxes (98,566) (238,767) (411,855) (232,781) Provision for income taxes 1,304 843 3,299 2,339 --------- --------- --------- --------- Net loss $ (99,870) $(239,610) $(415,154) $(235,120) ========= ========= ========= ========= Basic net loss per share $ (0.86) $ (2.85) $ (3.63) $ (3.55) ========= ========= ========= ========= Diluted net loss per share $ (0.86) $ (2.85) $ (3.63) $ (3.55) ========= ========= ========= ========= Weighted average shares-- basic 116,395 84,007 114,353 66,259 --------- --------- --------- --------- Weighted average shares-- diluted 116,395 84,007 114,353 66,259 --------- --------- --------- --------- 6
MARVELL TECHNOLOGY GROUP LTD. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED YEAR ENDED ----------------------------- ----------------------------- FEBRUARY 2, JANUARY 27, FEBRUARY 2, JANUARY 27, 2002 2001 2002 2001 ----------- ----------- ----------- ----------- Net revenue $ 82,816 $ 45,843 $ 288,795 $ 143,894 Cost of goods sold 35,736 21,788 130,011 67,047 --------- --------- --------- --------- Gross profit 47,080 24,055 158,784 76,847 Operating expenses: Research and development 27,441 11,786 93,422 35,152 Selling and marketing 10,542 6,305 40,170 21,686 General and administrative 3,143 1,908 13,191 6,185 --------- --------- --------- --------- Total operating expenses 41,126 19,999 146,783 63,023 --------- --------- --------- --------- Operating income 5,954 4,056 12,001 13,824 Interest and other income, net 2,751 1,714 9,994 4,559 --------- --------- --------- --------- Income before income taxes 8,705 5,770 21,995 18,383 Provision for income taxes 1,304 1,251 3,299 4,404 --------- --------- --------- --------- Pro forma net income $ 7,401 $ 4,519 $ 18,696 $ 13,979 ========= ========= ========= ========= Basic pro forma net income per share $ 0.06 $ 0.05 $ 0.16 $ 0.21 ========= ========= ========= ========= Diluted pro forma net income per share $ 0.06 $ 0.05 $ 0.15 $ 0.15 ========= ========= ========= ========= Weighted average shares-- basic 116,395 84,007 114,353 66,259 --------- --------- --------- --------- Weighted average shares-- diluted 131,265 98,539 127,779 92,635 --------- --------- --------- --------- RECONCILIATION TO GAAP NET LOSS: Pro forma net income $ 7,401 $ 4,519 $ 18,696 $ 13,979 Amortization of stock-based compensation (2,763) (1,632) (15,022) (8,259) Amortization of goodwill and acquired intangible assets (104,508) (8,031) (418,032) (8,031) Amortization of inventory fair value adjustment -- -- (796) -- In-process research and development -- (234,874) -- (234,874) Income tax effect -- 408 -- 2,065 --------- --------- --------- --------- GAAP net loss $ (99,870) $(239,610) $(415,154) $(235,120) ========= ========= ========= ========= 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. 7
MARVELL TECHNOLOGY GROUP LTD. CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) FEBRUARY 2, JANUARY 27, ASSETS 2002 2001 ----------- ----------- Current assets: Cash and cash equivalents $ 114,483 $ 184,128 Short-term investments 135,761 39,935 Accounts receivable, net 42,150 37,543 Inventory, net 23,600 30,924 Prepaid expenses and other current assets 23,422 11,479 ----------- ----------- Total current assets 339,416 304,009 Property and equipment, net 52,924 31,184 Goodwill and acquired intangible assets 1,680,740 2,100,839 Other noncurrent assets 17,975 11,454 ----------- ----------- Total assets $ 2,091,055 $ 2,447,486 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 30,990 $ 24,818 Accrued liabilities 25,838 17,323 Accrued acquisition costs -- 29,530 Income taxes payable 17,744 9,998 Deferred revenue 8,907 6,516 Current portion of capital lease obligations 1,039 37 ----------- ----------- Total current liabilities 84,518 88,222 Capital lease obligations 10,017 -- Other long-term liabilities 6,793 2,598 ----------- ----------- Total liabilities 101,328 90,820 ----------- ----------- Shareholders' equity: Common stock 238 231 Additional paid-in capital 2,646,757 2,617,490 Deferred stock-based compensation (10,099) (28,113) Accumulated other comprehensive income 946 19 Accumulated deficit (648,115) (232,961) ----------- ----------- Total shareholders' equity 1,989,727 2,356,666 ----------- ----------- Total liabilities and shareholders' equity $ 2,091,055 $ 2,447,486 =========== =========== 8