Marvell Technology Group (MRVL)

Santa Clara, California (November 27, 2007) — Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, communications, and consumer silicon solutions, today reported financial results for its third quarter ended October 27, 2007.

 

Net revenue for the third quarter of fiscal 2008 was a record $758.2 million, an increase of 46% over net revenue of $520.4 million for the third quarter of fiscal 2007 and a 15% sequential increase from net revenue of $656.7 million for the second quarter of fiscal 2008.  Net loss under generally accepted accounting principles (GAAP) was $6.4 million, or $0.01 per share (diluted), for the third quarter of fiscal 2008, compared with net income under GAAP of $6.0 million, or $0.01 per share (diluted), for the third quarter of fiscal 2007.  Shares used to compute GAAP net income per diluted share for the third quarter ended October 27, 2007 decreased to 591 million shares compared with 628 million shares for the third quarter ended October 28, 2006.

 

Net revenue for the nine months ended October 27, 2007 was $2,050 million, an increase of 27% over net revenue of $1,615.6 million for the nine months ended October 28, 2006.  Net loss under GAAP was $115.7 million or $0.20 per share (diluted) for the nine months ended October 27, 2007 compared with net income under GAAP of $128.5 million or $0.20 per share (diluted) for the nine months ended October 28, 2006.

 

Marvell reports net (loss) income and basic and diluted net (loss) income per share in accordance with GAAP and additionally on a non-GAAP basis.  A discussion of Marvell’s use of these non-GAAP financial measures is set forth below, and reconciliations of GAAP net income (loss) to

Santa Clara, California (August 23, 2007) — Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, communications, and consumer silicon solutions, today reported financial results for its second quarter ended July 28, 2007.

Net revenue for the second quarter of fiscal 2008 was a record $656.7 million, an increase of 14% over net revenue of $574.0 million for the second quarter of fiscal 2007 and a 3% sequential increase from net revenue of $635.1 million for the first quarter of fiscal 2008.  Net loss under generally accepted accounting principles (GAAP) was $56.5 million, or $0.10 per share (diluted), for the second quarter of fiscal 2008, compared with net income under GAAP of $44.9 million, or $0.07 per share (diluted), for the second quarter of fiscal 2007.  Shares used to compute GAAP net loss per diluted share for the second quarter ended July 28, 2007 decreased to 587.5 million shares compared with 633.5 million shares for the second quarter ended July 29, 2006.

Net revenue for the six months ended July 28, 2007 was $1,291.8 million, an increase of 18% over net revenue of $1,095.2 million for the six months ended July 29, 2006.  Net loss under GAAP was $109.3 million or $0.19 per share (diluted) for the six months ended July 28, 2007, compared with net income under GAAP of $122.4 million or $0.19 per share (diluted) for the six months ended July 29, 2006.

Marvell reports net (loss) income and basic and diluted net (loss) income per share in accordance with GAAP and additionally on a non-GAAP basis.  A discussion of Marvell’s use of these non-GAAP financial measures is set forth below, and reconciliations of GAAP net (loss) income to non-GAAP net income for the three and six months ended July 28, 2007 and July 29, 2006, respectively, appear in the financial statements portion of this release.  Non-GAAP net income, where applicable, excludes the effect of stock-based compensation, amortization of acquired intangible assets and cumulative effect of change in accounting principle.  Non-GAAP net income was $39.7 million, or $0.06 per share (diluted) for the second quarter of fiscal 2008, compared with non-GAAP net income of $127.9 million, or $0.20 per share (diluted), for the second quarter of fiscal 2007.  Shares used to compute non-GAAP net income per diluted share for the second quarter ended July 28, 2007 decreased to 630.3 million shares, compared with 638.1 million shares for the second quarter ended July 29, 2006.

Non-GAAP net income was $71.0 million, or $0.11 per share (diluted), for the six months ended July 28, 2007, compared with non-GAAP net income of $262.7 million, or $0.41 per share (diluted) for the six months ended July 29, 2006.  Shares used in computing non-GAAP net income per share for the six months ended July 28, 2007 decreased to 632.0 million shares, compared with 642.6 million shares for the six months ended July 29, 2006.

“Our Q2 revenue was greater than expected as a result of strong sales for our communications and applications processors, and our wireless LAN products,” stated Dr. Sehat Sutardja, Marvell’s President and CEO.  “We currently believe this growth trend will continue in Q3.”

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Marvell will be conducting a conference call today at 1:45 p.m. PDT to discuss its second quarter business.  The call is being webcast by Thomson/CCBN and can be accessed at Marvell’s web site at www.marvell.com.  The webcast is also being distributed through Thomson StreetEvents Network.  Individual investors can listen to the call at www.earnings.com, Thomson’s individual investor portal, powered by StreetEvents.  Institutional investors can access the call via Thomson StreetEvents (www.streetevents.com), a password-protected event management site.  The conference call will also be available via the web at www.marvell.com. Please visit the Investor Events section.  Replay on the Internet will be available until August 23, 2008.

Santa Clara, California (August 17, 2007) — Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, communications, and consumer silicon solutions, today announced that it currently plans to hold its 2007 annual general meeting of shareholders at 3:30 p.m., local time, on Friday, October 19, 2007, at the Hyatt Regency Hotel, Santa Clara Convention Center, 5101 Great America Parkway, Santa Clara, California 95054.  Shareholders of record as of the close of business on August 31, 2007 are entitled to notice of and vote at the 2007 annual general meeting.

Deadline for Shareholder Proposals Pursuant to Rule 14a-8

The date on which the 2007 annual general meeting will be held constitutes a change of more than 30 days from the anniversary of Marvell’s 2006 annual general meeting of shareholders.  As a result, pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, Marvell has set a new deadline for the receipt of shareholder proposals submitted pursuant to Rule 14a-8 for inclusion in Marvell’s proxy materials for the 2007 annual general meeting.  The new deadline for delivering shareholder proposals to Marvell is the close of business on August 30, 2007.  Such proposals should be delivered to Marvell’s principal executive offices at the following address:  Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda, Attention: Secretary.  Such proposals also will need to comply with the rules of the Securities and Exchange Commission regarding the inclusion of shareholder proposals in Marvell’s proxy materials, and may be omitted if not in compliance with applicable requirements.

Deadline for Shareholder Proposals Not Pursuant to Rule 14a-8

As further set forth in Marvell’s proxy statement for the 2006 fiscal year, shareholder proposals, including director nominations, may also be made at the 2007 annual general meeting in accordance with the terms of Marvell’s bye-laws and the Bermuda Companies Act of 1981.

Santa Clara, California (July 9, 2007) — Marvell Technology Group Ltd. (NASDAQ: MRVL) today announced that it has completed and filed with the SEC its previously delayed Quarterly Report on Form 10-Q for the quarter ended April 28, 2007.  As previously disclosed, the Company's filing was delayed as a result of an internal review conducted by a special committee of the Company’s Board of Directors relating to the Company’s historical stock option practices and related accounting matters.

 

Additional Information

 

Marvell today filed a Current Report on Form 8-K that incorporates this press release and also provides, in addition to the Company's quarterly financial results for each of the quarters of Fiscal 2007 and 2006 and the first quarter of Fiscal 2008, under generally accepted accounting principles (GAAP), reconciliations of GAAP net income and net income per share to non-GAAP net income and net income per share for each of those quarters. Marvell management believes the non-GAAP information is useful because it can enhance the understanding of its ongoing economic performance and Marvell therefore uses non-GAAP reporting internally to evaluate and manage its operations.  Marvell has chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how the Company analyzes its operating results internally.  Management also believes that these non-GAAP financial measures may be used to facilitate comparisons of our results with that of other companies in our industry.  Please refer to the Form 8-K filed today, which is available on the SEC’s website at www.sec.gov or on the Investors section of Marvell’s website at www.marvell.com.

 

Santa Clara, California (June 26, 2007) — Marvell Technology Group Ltd. (NASDAQ: MRVL), today announced that, on June 25, 2007, it received a letter from the Board of Directors of the NASDAQ Stock Market (the “Nasdaq Board”) informing the Company that the Nasdaq Board had called the previously disclosed decision of the NASDAQ Listing and Hearing Review Council (the “Listing Council”) for review.  In its decision, the Listing Council had determined to suspend the Company’s securities from trading on June 28, 2007, if the Company did not come into compliance with the continued listing requirements of the NASDAQ Global Select Market by June 26, 2007.  The Nasdaq Board has now determined to stay this decision to suspend the Company’s securities from trading pending further consideration by the Nasdaq Board in July 2007.  The Company’s securities will remain listed on the NASDAQ Global Select Market during the review by the Nasdaq Board.  The Company continues to work diligently to complete and file its required filings with the Securities and Exchange Commission as soon as practicable. There can be no assurance that the Nasdaq Board review will be favorable to the Company or that the Company will remain listed on the NASDAQ Global Select Market.

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Santa Clara, California (May 17, 2007) — Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, communications, and consumer silicon solutions, today reported preliminary, unaudited revenue for its first fiscal quarter ended April 28, 2007.

Net revenue for the first quarter of fiscal 2008 was $635.1 million, an increase of 22% over net revenue of $521.2 million for the first quarter of fiscal 2007 and a 2% sequential increase from net revenue of $622.0 million for the fourth quarter of fiscal 2007.

All results reported are preliminary because of Marvell’s previously announced internal review by a special committee of its Board of Directors relating to the Company’s historical stock option practices and related accounting matters. Although the special committee has completed its internal review of the Company’s historical stock option practices and related accounting matters, the Company does not expect to be in a position to announce additional financial results for the first fiscal quarter ended April 28, 2007 until the Company has completed the restatement of its historical financial statements.  Please refer to the Reports on Form 8-K filed by the Company with the Securities and Exchange Commission on October 3, 2006, October 17, 2006, April 2, 2007 and May 8, 2007 for further information about the internal review and the determination to restate historical financial statements.  Marvell does not expect to be in a position to file its Form 10-Q for the first quarter of fiscal 2008 by the June 7, 2007 filing deadline.

“The growth in our Q1 revenues was limited due to an overall weaker demand environment across some of our markets” stated Dr. Sehat Sutardja, Marvell’s President and CEO.  “Despite the seasonal softness, we continue to be excited about the progress we are making in applying our technologies to serve additional large market opportunities which should enable us to deliver solid long term growth.”

Marvell will be conducting a conference call today at 1:45 p.m. PDT to discuss its first quarter business.  The call is being webcast by Thomson/CCBN and can be accessed at Marvell’s web site at www.marvell.com.  The webcast is also being distributed through Thomson StreetEvents Network.  Individual investors can listen to the call at www.earnings.com, Thomson’s individual investor portal, powered by StreetEvents.  Institutional investors can access the call via Thomson StreetEvents (www.streetevents.com), a password-protected event management site.  The conference call will also be available via the web at www.marvell.com. Please visit the Investor Events section.  Replay on the Internet will be available until May 17, 2008.

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Santa Clara, California – May 7, 2007 – Marvell Technologies Group Ltd. (NASDAQ: MRVL) today announced that the special committee appointed by its Board of Directors (the “Special Committee”) has completed its internal review relating to the Company’s historical stock option practices and related accounting matters.

As previously announced, the Board of Directors concluded on October 2, 2006 that the actual measurement dates for financial accounting purposes of numerous stock option grants issued in the past differ from the recorded grant dates of such awards.  The Special Committee has determined that there were numerous instances in which grant dates were chosen with the benefit of hindsight as to the price of the Company’s stock, so as to provide exercise prices lower than the fair market value on the actual  measurement date.  In addition, the Special Committee found a systemic failure of internal controls with respect to the stock option process and related matters, as well as a failure by certain members of current and former management to exercise sufficient oversight over the stock option process, resulting in inaccuracies in the Company’s books and records, financial statements, and public filings.  The Special Committee reported that several current and former members of management, including the previously terminated General Counsel of its U.S. operating subsidiary and the recently resigned Chief Financial Officer and Chief Operating Officer, bear varying degrees of responsibility for these deficiencies.

The Special Committee found that the Company’s Chief Executive Officer participated in only a few instances in grants with incorrect measurement dates.  The Special Committee recommended that Dr. Sehat Sutardja remain as Chief Executive Officer and as a member of the Board of Directors, but step down as Chairman of the Board in favor of a non-executive Chairman of the Board.  The board’s Governance Committee is commencing a

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search for three new independent directors to fill existing vacancies. One of these independent directors will succeed Dr. Sutardja as Chairman of the Board.  Dr. Sutardja, upon such event, will remain a director and continue as the Company’s President and Chief Executive Officer.

The Company also announced that Weili Dai, Marvell’s co-founder, Executive Vice President and Chief Operating Officer and member of the Board of Directors, will no longer serve as Executive Vice President, Chief Operating Officer and director, but will continue with the Company in a significantly reduced role as the Director of Strategic Marketing and Business Development, a non-management position.  In addition, the Company announced that Matthew Gloss, the former General Counsel of its U.S. operating subsidiary, previously had been terminated.  The Company also announced that it had accepted the resignation of George Hervey, the Company’s Chief Financial Officer.  The Company has appointed Mike Tate, its Corporate Controller and Treasurer, to serve as interim Chief Financial Officer.

In late December, Dr. Sutardja, Ms. Dai and Mr. Hervey each voluntarily agreed with the Company to reform the outstanding stock option agreements for grants previously awarded to them which were determined to have measurement dates different from the recorded grant dates and the fair market values on those measurement dates were higher than those on the corresponding recorded grant dates.  Pursuant to those agreements, the parties corrected the exercise price for each affected grant still outstanding to that which would have been applicable had the grant been made using the actual measurement date for accounting purposes.  To the extent that such an option already had been exercised, each executive remitted to the Company the full amount of the difference between the exercise prices of the options as granted and the fair market values of the underlying Common Stock on the actual measurement dates.

In addition, Dr. Sutardja has agreed to reduce the number of shares received in his December 26, 2003 grant by 500,000 pre-split shares (2,000,000 post-split shares), which is the amount of underlying shares mistakenly awarded by a committee of independent directors in excess of that authorized under the applicable stock option plan.

Ms. Dai also has agreed to cancel options to purchase an aggregate of approximately 1,500,000 post-split unvested shares, which are all of her remaining unvested shares as of May 6, 2007 under the December 26, 2003, March 10, 2006 and May 25, 2006 grants, and to limit the exercisability of already vested options.

As previously announced, the Company will restate its historical financial statements to record additional non-cash charges for stock-based compensation expense related to past option activity.  The Company and its independent auditors have not yet made a final determination as to the amount of such charges and the resulting tax and accounting

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impact.  However, the Company currently anticipates recording a total cumulative, pre-tax, non-cash, stock-based compensation expense adjustment ranging from $325 million to $350 million for periods through fiscal 2006.  This amount is a preliminary estimate and has not yet been audited by the Company’s independent auditors.

Santa Clara, California (February 26, 2007)—Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, communications, and consumer silicon solutions, today reported preliminary, unaudited revenue for its fourth fiscal quarter and fiscal year ended January 27, 2007.

 

Net revenue for the fourth quarter of fiscal 2007 was $622.0 million, an increase of 27% over net revenue of $489.0 million for the fourth quarter of fiscal 2006 and a 20% sequential increase from net revenue of $520.4 million for the third quarter of fiscal 2007.  Net revenue for fiscal 2007 was $2,237.6 million, an increase of 34% over net revenue of $1,670.3 million in fiscal 2006.

 

All results reported are preliminary because Marvell is in the midst of a previously announced internal review by a special committee of its Board of Directors relating to the Company’s historical stock option practices and related accounting matters. The special committee is conducting its review with the assistance of independent legal counsel and outside accounting experts.  The Company does not expect to be in a position to announce additional financial results for the fourth fiscal quarter and fiscal year ended January 27, 2007 until the special committee has completed its review and the Company has completed the restatement of its historical financial statements.  Please refer to the Reports on Form 8-K filed with the Securities and Exchange Commission on October 3, 2006 and October 17, 2006 for further information about the internal review and the determination to restate historical financial statements.  The special committee is working to complete its stock option review in a timely manner; however, in light of the review, Marvell does not expect to be in a position to file its Form 10-K for fiscal 2007 by the March 28, 2007 filing deadline.

 

“We are pleased with our results for the fourth quarter” stated Dr. Sehat Sutardja, Marvell’s President and CEO.  “During the quarter we successfully completed the integration of the applications and communications processor business we purchased from Intel.  As we start a new fiscal year we are excited about the positioning of our advanced product portfolio as well as our ability to deliver solid growth.”

 

Marvell will be conducting a conference call today at 1:45 p.m. PST to discuss its fourth quarter business.  The call is being webcast by Thomson/CCBN and can be accessed at Marvell’s web site at www.marvell.com.  The webcast is also being distributed through Thomson StreetEvents Network.  Individual investors can listen to the call at www.earnings.com, Thomson’s individual investor portal, powered by StreetEvents.  Institutional investors can access the call via Thomson StreetEvents (www.streetevents.com), a password-protected event management site.  The conference call will also be available via the web at www.marvell.com. Please visit the Investor Events section.  Replay on the Internet will be available until February 26, 2008.

 

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