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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 21, 2002 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 Number) (I.R.S. employer incorporation or organization) identification number) 4TH FLOOR WINDSOR PLACE 22 QUEEN STREET P.O. BOX HM 1179 HAMILTON HM EX BERMUDA (Address of principal executive offices and zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (441) 296-6395 N/A (Former name or former address, if changed since last report) 1
INFORMATION TO BE INCLUDED IN THE REPORT ITEM 5. OTHER EVENTS On November 21, 2002, the Registrant issued a press release announcing its financial results for the third fiscal quarter ended November 2, 2002. Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the November 21, 2002 press release. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Exhibit Description - ------- ----------- 99.1 Press Release issued November 21, 2002. 2
SIGNATURES 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: November 21, 2002 MARVELL TECHNOLOGY GROUP LTD. By: /s/ George A. Hervey -------------------------------- Name: George A. Hervey Its: Vice President of Finance and Chief Financial Officer 3
EXHIBIT INDEX Exhibit 99.1 Press Release issued November 21, 2002. 4
Exhibit 99.1 NEWS RELEASE MARVELL(R) TECHNOLOGY GROUP LTD. REPORTS RECORD THIRD QUARTER FISCAL 2003 RESULTS Sunnyvale, CA. (November 21, 2002) - Marvell(R) Technology Group Ltd. (NASDAQ: MRVL), a technology leader in the development of extreme broadband communications solutions, today reported financial results for its third fiscal quarter ended November 2, 2002. Net revenue for the third quarter of fiscal 2003 was a record $135.9 million, an increase of 86% over net revenue of $73.1 million for the third quarter of fiscal 2002 and a 14% sequential increase from net revenue of $119.7 million for the second 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 special charge related to facilities consolidation was $7.7 million, or $0.06 per share (diluted), for the third quarter of fiscal 2003, compared with net loss under GAAP of $105.1 million, or $0.92 per share (diluted), for the third quarter of fiscal 2002. Net revenue for the nine months ended November 2, 2002 was $354.4 million, an increase of 72% over net revenue of $206.0 million for nine months ended October 27, 2001. Net loss under GAAP was $47.9 million, or $0.40 per share (diluted), for the nine months ended November 2, 2002, compared with net loss under GAAP of $315.3 million, or $2.77 per share (diluted), for the nine months ended October 27, 2001. Pro forma net income, which excludes the effect of acquisition-related expenses, amortization of stock-based compensation and a special charge related to facilities consolidation in fiscal 2003, was $17.6 million, or $0.14 per share (diluted), for the third quarter of fiscal 2003, compared with pro forma net income of $3.4 million, or $0.03 per share (diluted), for the third quarter of fiscal 2002. Pro forma net income was $42.3 million, or $0.33 per share (diluted), for the nine months ended November 2, 2002, compared with pro forma net income of $11.3 million, or $0.09 per share (diluted), for the nine months ended October 27, 2001. "Q3 was another very strong quarter for Marvell," stated Dr. Sehat Sutardja, Marvell's President and CEO. "We recorded record revenues in both our data storage and data communications businesses driven largely by the continued adoption of Gigabit Ethernet to the desktop and our integrated system-on-chip storage solutions. Additionally, we are very excited about the designs we are receiving with our new Yukon((TM)) Gigabit Ethernet controllers, Serial ATA solutions, Libertas(TM) wireless LAN products, and Prestera(TM) family of Gigabit Ethernet switches." Marvell will be conducting a conference call today at 1:45 p.m. PST to discuss its third quarter 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 6564396. Replay of the conference call will be available until November 28, 2002 at midnight by calling (706) 645-9291. The conference call will also be available via the web at www.marvell.com until December 21, 2002.
ABOUT MARVELL Marvell (NASDAQ: MRVL) is the leading global semiconductor provider of complete broadband communications solutions for the data communications and storage markets. 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), Galileo Technology Ltd., 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), the Marvell logo, Libertas(TM), Prestera(TM) and Yukon(TM) 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 NINE MONTHS ENDED -------------------------- -------------------------- NOVEMBER 2, OCTOBER 27, NOVEMBER 2, OCTOBER 27, 2002 2001 2002 2001 --------- --------- --------- --------- Net revenue $ 135,944 $ 73,100 $ 354,438 $ 205,979 Cost of goods sold 62,925 33,491 162,738 95,071 --------- --------- --------- --------- Gross profit 73,019 39,609 191,700 110,908 Operating expenses: Research and development 38,817 24,072 103,025 65,981 Selling and marketing 12,298 9,980 35,631 29,628 General and administrative 3,582 3,329 10,747 10,048 Amortization of stock-based compensation 2,187 4,051 6,661 12,259 Amortization of goodwill and acquired intangible assets 21,323 104,508 63,969 313,524 Facilities consolidation charge 1,763 -- 19,562 -- --------- --------- --------- --------- Total operating expenses 79,970 145,940 239,595 431,440 --------- --------- --------- --------- Operating loss (6,951) (106,331) (47,895) (320,532) Interest and other income, net 1,670 1,817 5,715 7,243 --------- --------- --------- --------- Loss before income taxes (5,281) (104,514) (42,180) (313,289) Provision for income taxes 2,399 607 5,760 1,995 --------- --------- --------- --------- Net loss $ (7,680) $(105,121) $ (47,940) $(315,284) ========= ========= ========= ========= Basic and diluted net loss per share $ (0.06) $ (0.92) $ (0.40) $ (2.77) ========= ========= ========= ========= Weighted average shares -- basic and diluted 119,577 114,787 118,851 113,673 ========= ========= ========= =========
MARVELL TECHNOLOGY GROUP LTD. PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) THREE MONTHS ENDED NINE MONTHS ENDED ---------------------------- ---------------------------- NOVEMBER 2, OCTOBER 27, NOVEMBER 2, OCTOBER 27, 2002 2001 2002 2001 --------- --------- --------- --------- Net revenue $ 135,944 $ 73,100 $ 354,438 $ 205,979 Cost of goods sold 62,925 33,491 162,738 94,275 --------- --------- --------- --------- Gross profit 73,019 39,609 191,700 111,704 Operating expenses: Research and development 38,817 24,072 103,025 65,981 Selling and marketing 12,298 9,980 35,631 29,628 General and administrative 3,582 3,329 10,747 10,048 --------- --------- --------- --------- Total operating expenses 54,697 37,381 149,403 105,657 --------- --------- --------- --------- Operating income 18,322 2,228 42,297 6,047 Interest and other income, net 1,670 1,817 5,715 7,243 --------- --------- --------- --------- Income before income taxes 19,992 4,045 48,012 13,290 Provision for income taxes 2,399 607 5,760 1,995 --------- --------- --------- --------- Pro forma net income $ 17,593 $ 3,438 $ 42,252 $ 11,295 ========= ========= ========= ========= Basic pro forma net income per share $ 0.15 $ 0.03 $ 0.36 $ 0.10 ========= ========= ========= ========= Diluted pro forma net income per share $ 0.14 $ 0.03 $ 0.33 $ 0.09 ========= ========= ========= ========= Weighted average shares -- basic 119,577 114,787 118,851 113,673 --------- --------- --------- --------- Weighted average shares -- diluted 127,589 127,249 129,891 126,616 --------- --------- --------- --------- RECONCILIATION TO GAAP NET LOSS: Pro forma net income $ 17,593 $ 3,438 $ 42,252 $ 11,295 Amortization of stock-based compensation (2,187) (4,051) (6,661) (12,259) Amortization of goodwill and acquired intangible assets (21,323) (104,508) (63,969) (313,524) Facilities consolidation charge (1,763) -- (19,562) -- Amortization of inventory fair value adjustment -- -- -- (796) --------- --------- --------- --------- GAAP net loss $ (7,680) $(105,121) $ (47,940) $(315,284) ========= ========= ========= ========= 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, and charges for facilities consolidation.
MARVELL TECHNOLOGY GROUP LTD. Consolidated Balance Sheets (Unaudited) (In thousands) NOVEMBER 2, FEBRUARY 2, ASSETS 2002 2002 ----------- ----------- Current assets: Cash and cash equivalents $ 119,603 $ 114,483 Short-term investments 136,794 135,761 Accounts receivable, net 72,152 42,150 Inventory, net 48,684 23,600 Prepaid expenses and other current assets 20,271 23,422 ----------- ----------- Total current assets 397,504 339,416 Property and equipment, net 68,296 52,924 Goodwill and acquired intangible assets 1,616,771 1,680,740 Other noncurrent assets 30,828 17,975 ----------- ----------- Total assets $ 2,113,399 $ 2,091,055 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 46,613 $ 30,990 Accrued liabilities 42,549 25,838 Income taxes payable 21,489 17,744 Deferred revenue 12,443 8,907 Current portion of capital lease obligations 3,756 1,039 ----------- ----------- Total current liabilities 126,850 84,518 Capital lease obligations 14,397 10,017 Other long-term liabilities 5,847 6,793 ----------- ----------- Total liabilities 147,094 101,328 ----------- ----------- Shareholders' equity: Common stock 241 238 Additional paid-in capital 2,668,992 2,646,757 Deferred stock-based compensation (8,887) (10,099) Accumulated other comprehensive income 2,014 946 Accumulated deficit (696,055) (648,115) ----------- ----------- Total shareholders' equity 1,966,305 1,989,727 ----------- ----------- Total liabilities and shareholders' equity $ 2,113,399 $ 2,091,055 =========== ===========