Marvell Technology, Inc 10-Q for FY2024 Q1

Marvell Technology, Inc. (MRVL)

10-Q 2023-05-26 For: 2023-04-29

Added on April 02, 2026

About this 10-Q

Marvell Technology, Inc filed this 10-Q on May 26, 2023, covering the quarter ended April 29, 2023 (FY2024 Q1).

Headline figures

Quarter ended April 29, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.32B; down 8.7% from $1.45B a year earlier
Net loss: $168.9M; compared with a net loss of $165.7M a year earlier
Diluted EPS: -$0.20; compared with -$0.20 a year earlier

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Delaware						85-3971597
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	¨	Smaller reporting company	☐
		Emerging growth company	☐


		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Unaudited Condensed Consolidated Balance Sheets as of April 29, 202 3 and January 2 8 , 202 3	2
	Unaudited Condensed Consolidated Statements of Operations for the three months ended April 29, 202 3 and April 30, 202 2	3
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended April 29, 202 3 and April 30, 202 2	4
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the three months ended April 29, 202 3 and April 30, 202 2	5
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended April 29, 202 3 and April 30, 202 2	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	32
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
Item 6.	Exhibits	60
	Signatures	64


	April 29, 2023		January 28, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,028.3	$	911.0

Accounts receivable, net	1,000.9		1,192.2
Inventories	1,026.0		1,068.3
Prepaid expenses and other current assets	147.7		109.6

Total current assets	3,202.9		3,281.1
Property and equipment, net	636.2		577.4
Goodwill	11,586.9		11,586.9
Acquired intangible assets, net	4,832.0		5,102.0
Deferred tax assets	608.2		465.9
Other non-current assets	1,407.0		1,508.8
Total assets	$	22,273.2	$	22,522.1

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	388.4	$	465.8
Accrued liabilities	970.8		1,092.0
Accrued employee compensation	184.6		244.5



Short-term debt	1,517.6		584.4
Total current liabilities	3,061.4		2,386.7

Long-term debt	3,154.9		3,907.7


Other non-current liabilities	563.0		590.5
Total liabilities	6,779.3		6,884.9
Commitments and contingencies (Note 4)
Stockholders’ equity:
Common stock, $0.002 par value	1.7		1.7
Additional paid-in capital	14,589.9		14,512.0
Accumulated other comprehensive loss	(0.9)		—
Retained earnings	903.2		1,123.5
Total stockholders’ equity	15,493.9		15,637.2
Total liabilities and stockholders’ equity	$	22,273.2	$	22,522.1


	Three Months Ended
	April 29, 2023		April 30, 2022
Net revenue	$	1,321.7	$	1,446.9
Cost of goods sold	764.5		696.0
Gross profit	557.2		750.9
Operating expenses:
Research and development	480.7		444.1
Selling, general and administrative	199.0		235.7

Restructuring related charges	59.9		1.3
Total operating expenses	739.6		681.1
Operating income (loss)	(182.4)		69.8
Interest income	2.5		0.5
Interest expense	(52.7)		(36.3)
Other income, net	0.3		5.2
Interest and other loss, net	(49.9)		(30.6)
Income (loss) before income taxes	(232.3)		39.2
Provision (benefit) for income taxes	(63.4)		204.9
Net loss	$	(168.9)	$	(165.7)








Net loss per share - basic	$	(0.20)	$	(0.20)

Net loss per share - diluted	$	(0.20)	$	(0.20)

Weighted-average shares:
Basic	856.7		848.0
Diluted	856.7		848.0


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss
	Shares	Amount						Retained Earnings		Total
Balance at January 28, 2023	856.1	$	1.7	$	14,512.0	$	—	$	1,123.5	$	15,637.2
Issuance of common stock in connection with equity incentive plans	3.8	—		8.3		—		—		8.3
Tax withholdings related to net share settlement of restricted stock units	—	—		(72.6)		—		—		(72.6)
Stock-based compensation	—	—		142.2		—		—		142.2











Cash dividends declared and paid ($0.06 per share)	—	—		—		—		(51.4)		(51.4)
Net loss	—	—		—		—		(168.9)		(168.9)
Other comprehensive loss	—	—		—		(0.9)		—		(0.9)
Balance at April 29, 2023	859.9	$	1.7	$	14,589.9	$	(0.9)	$	903.2	$	15,493.9


	Three Months Ended
	April 29, 2023		% of Total		April 30, 2022		% of Total
Net revenue by end market:
Data center	$	435.8	33	%	$	640.5	44	%
Enterprise networking	364.6		27	%	286.6		20	%
Carrier infrastructure	289.9		22	%	252.0		18	%
Consumer	142.1		11	%	178.5		12	%
Automotive/industrial	89.3		7	%	89.3		6	%
	$	1,321.7	100	%	$	1,446.9	100	%


	April 29, 2023		January 28, 2023
Face Value Outstanding:

2024 Term Loan - 3-Year Tranche	$	735.0	$	735.0
2026 Term Loan - 5-Year Tranche	765.6		787.5
Term Loan Total	1,500.6		1,522.5
2023 Revolving Credit Facility	200.0		—
Revolving Credit Facility Total	200.0		—
4.200% MTG/MTI 2023 Senior Notes	500.0		500.0
4.875% MTG/MTI 2028 Senior Notes	499.9		499.9


1.650% 2026 Senior Notes	500.0		500.0
2.450% 2028 Senior Notes	750.0		750.0
2.950% 2031 Senior Notes	750.0		750.0
Senior Notes Total	2,999.9		2,999.9



Total borrowings	$	4,700.5	$	4,522.4
Less: Unamortized debt discount and issuance cost	(28.0)		(30.3)
Net carrying amount of debt	$	4,672.5	$	4,492.1
Less: Current portion (1)	1,517.6		584.4

Non-current portion	$	3,154.9	$	3,907.7


Fiscal Year	Amount
Remainder of 2024	$	765.6
2025	844.4
2026	131.2
2027	959.4
2028	—
Thereafter	1,999.9
Total	$	4,700.5


Fiscal Year	Purchase Commitments to Foundries and Test & Assembly Partners		Technology License Fees
Remainder of 2024	$	501.9	$	100.7
2025	622.1		122.8
2026	613.9		44.8
2027	449.4		36.4
2028	185.5		36.5
Thereafter	533.5		157.0
Total unconditional purchase commitments	$	2,906.3	$	498.2


	April 29, 2023
	Gross Carrying Amounts		Accumulated Amortization		Net Carrying Amounts		Weighted-Average Remaining Amortization Period (Years)
Developed technologies	$	5,078.0	$	(2,198.2)	$	2,879.8	4.40
Customer contracts and related relationships	2,179.0		(936.2)		1,242.8		4.00

Trade names	66.0		(35.6)		30.4		2.92
Total acquired amortizable intangible assets	$	7,323.0	$	(3,170.0)	$	4,153.0	4.27
IPR&D	679.0		—		679.0		n/a
Total acquired intangible assets	$	8,002.0	$	(3,170.0)	$	4,832.0


	January 28, 2023
	Gross Carrying Amounts		Accumulated Amortization		Net Carrying Amounts		Weighted-Average Remaining Amortization Period (Years)
Developed technologies	$	5,078.0	$	(2,014.5)	$	3,063.5	4.67
Customer contracts and related relationships	2,179.0		(853.2)		1,325.8		4.24
Trade names	66.0		(32.3)		33.7		3.11

Total acquired amortizable intangible assets	$	7,323.0	$	(2,900.0)	$	4,423.0	4.53
IPR&D	679.0		—		679.0		n/a
Total acquired intangible assets	$	8,002.0	$	(2,900.0)	$	5,102.0


	Fair Value Measurements at April 29, 2023
	Level 1		Level 2		Level 3		Total
Items measured at fair value on a recurring basis:
Assets
Cash equivalents:

Time deposits	$	—	$	39.9	$	—	$	39.9















Other non-current assets:
Marketable equity investments	3.6		—		—		3.6
Severance pay fund	—		0.7		—		0.7
Total assets	$	3.6	$	40.6	$	—	$	44.2
Liabilities
Accrued liabilities:
Foreign currency forward contracts	$	—	$	0.9	$	—	$	0.9


Total liabilities	$	—	$	0.9	$	—	$	0.9


	Three Months Ended
	April 29, 2023		% of Total		April 30, 2022		% of Total
Net revenue based on destination of shipment:
China	$	515.7	39	%	$	644.0	45	%
United States	187.3		14	%	149.5		10	%
Singapore	112.3		8	%	50.1		3	%
Malaysia	98.5		7	%	81.2		6	%
Finland	80.1		6	%	38.8		3	%
Taiwan	53.8		4	%	53.6		4	%
Thailand	45.4		3	%	99.3		7	%


Japan	43.8		3	%	67.0		5	%





Philippines	11.6		1	%	51.9		4	%
Other	173.2		15	%	211.5		13	%
	$	1,321.7			$	1,446.9


	April 29, 2023		January 28, 2023
Property and equipment, net:
Machinery and equipment	$	1,170.5	$	1,083.9
Land, buildings, and leasehold improvements	307.5		306.2
Computer software	116.0		114.5
Furniture and fixtures	31.2		30.9
	1,625.2		1,535.5
Less: Accumulated depreciation	(989.0)		(958.1)
Property and equipment, net	$	636.2	$	577.4


	April 29, 2023		January 28, 2023
Other non-current assets:
Prepaid ship and debits	$	416.8	$	481.3
Technology licenses	396.2		439.5
Prepayments on supply capacity reservation agreements	295.9		282.3
Operating right-of-use assets	201.5		211.3


Non-marketable equity investments	36.0		36.1
Other	60.6		58.3
Other non-current assets	$	1,407.0	$	1,508.8


	April 29, 2023		January 28, 2023
Accrued liabilities:
Variable consideration estimates (1)	$	426.3	$	572.8
Accrued income tax payable	154.5		118.4
Technology license obligations	96.8		119.1
Accrued legal reserve	77.3		102.0
Deferred revenue	44.4		45.2
Lease liabilities - current portion	43.4		43.8
Accrued restructuring	40.9		4.2
Accrued interest payable	21.7		22.1
Deferred non-recurring engineering credits	16.2		20.0


Other	49.3		44.4
Accrued liabilities	$	970.8	$	1,092.0


	Fair Value Measurements at January 28, 2023
	Level 1		Level 2		Level 3		Total
Items measured at fair value on a recurring basis:
Assets
Cash equivalents:

Time deposits	$	—	$	150.7	$	—	$	150.7















Other non-current assets:
Marketable equity investments	3.2		—		—		3.2
Severance pay fund	—		0.7		—		0.7
Total assets	$	3.2	$	151.4	$	—	$	154.6


	Three months ended
	April 29, 2023		April 30, 2022
Employee severance	$	47.4	$	0.6
Impairment and write-off of assets
Purchased IP licenses	8.1		—
Equipment	1.3		—
Other	3.1		0.7
	$	59.9	$	1.3


	April 29, 2023		January 28, 2023
Inventories:
Work-in-process	$	668.2	$	756.3
Finished goods	357.8		312.0
Inventories	$	1,026.0	$	1,068.3


	Unrealized Gain (Loss) on Cash Flow Hedges
Balance at January 28, 2023	$	—
Other comprehensive income (loss) before reclassifications	(1.4)
Amounts reclassified from accumulated other comprehensive income (loss)	0.5
Other comprehensive income (loss), net of tax	(0.9)
Balance at April 29, 2023	$	(0.9)


Item 6. Exhibits

Exhibit No.	Item	Form	File Number	Incorporated by Reference from Exhibit Number	Filed with SEC
2.1**	Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020, by and among Marvell Technology Group Ltd., Inphi Corporation, Maui HoldCo, Inc., Maui Acquisition Company Ltd and Indigo Acquisition Corp.	8-K	000-30877	2.1	10/30/2020

2.2	Agreement and Plan of Merger by and among the Company, Kauai Acquisition Corp., and Cavium, Inc. dated as of November 19, 2017	8-K	000-30877	2.1	11/20/2017

2.3	Asset Purchase Agreement between Marvell and NXP dated May 29, 2019	10-Q	000-30877	2.1	9/4/2019

3.1	Sec ond Amended and Restated Certificate of Incorporation of Marvell Technology, Inc.	8-K	001-40357	3.1	3/15/2023

3.2	Amended and Restated Bylaws of Marvell Technology, Inc.	8-K	001-40357	3.2	4/20/2021

4.1	Base Indenture, dated as of April 12, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee	8-K	000-30877	4.1	4/12/2021

4.2	First Supplemental Indenture, dated as of April 12, 2021, by and among Marvell Technology, Inc., Marvell Technology Group Ltd. and U.S. Bank National Association, as trustee	8-K	000-30877	4.2	4/12/2021

4.3	Form of $500,000,000 1.650% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.2)	8-K	000-30877	4.3	4/12/2021

4.5	Form of $750,000,000 2.450% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)	8-K	000-30877	4.4	4/12/2021

4.6	Form of $750,000,000 2.950% Senior Notes due 2031 (included as Exhibit C to Exhibit 4.2)	8-K	000-30877	4.5	4/12/2021

4.7	Second Supplemental Indenture, dated as of May 4, 2021, between Marvell Technology, Inc. and U.S. Bank National Association, as trustee	8-K	001-40357	4.2	5/4/2021

4.8	Form of $433,817,000 4.200% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.2)	8-K	001-40357	4.3	5/4/2021

4.9	Form of $479,394,000 4.875% Senior Notes due 2028 (included as Exhibit B to Exhibit 4.2)	8-K	001-40357	4.4	5/4/2021

4.10	Base Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee.	8-K	000-30877	4.1	6/22/2018

4.11	First Supplemental Indenture, dated as of June 22, 2018, by and between Marvell Technology Group Ltd. and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee	8-K	000-30877	4.2	6/22/2018


4.12	Second Supplemental Indenture, dated as of April 15, 2021, by and between Marvell Technology Group Ltd. and U.S. Bank National Association	8-K	000-30877	4.1	4/19/2021


#			Management contracts or compensation plans or arrangements with, or in which, directors or executive officers are eligible to participate.
*			The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
**			Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and similar attachments have been omitted. The registrant hereby agrees to furnish a copy of any omitted schedule or similar attachment to the SEC upon request.


	MARVELL TECHNOLOGY, INC.

Date: May 26, 2023	By:	/S/ WILLEM MEINTJES
		Willem Meintjes
		Chief Financial Officer
		(Principal Financial Officer)


Name:			%%FIRST_NAME%-% %%MIDDLE_NAME%-% %%LAST_NAME%-% %%ADDRESS_LINE_1%-% %%ADDRESS_LINE_2%-% %%CITY%-%, %%STATE%-% %%ZIPCODE%-%
ID:			%%EMPLOYEE_IDENTIFIER%-%
Grant Date:			%%OPTION_DATE,’Month DD, YYYY’%-%
Grant Number:			%%OPTION_NUMBER%-%
Plan:			%%EQUITY_PLAN%-%


Performance Level	Versus the S&P 500 Index	Payout
Maximum	+33% over	200% of Target
Target	Equal to S&P 500	100% of Target
Threshold	33% Below	50% of Target
Minimum	Greater than 33% Below	0% of Target


Percentile Rank in Peer Group			Multiplier
Equal to or less than 50th Percentile			100%
50th to 75th			Interpolated
At 75th Percentile or Higher			150%


Grant Number:			XXXXXXXXX
Grant Date:			XXXXXXXX
Grant Date Fair Market Value per Share:			$XX.XX
Grant Price (30 day trailing average):			$XXXXX
Number of Shares (excluding potential adjustments):			XXXXX
Vesting Schedule:			See Exhibit B
Performance Metrics:			See Exhibit B


Performance Level	Versus the Companies in the S&P 500	Adjustment
Maximum	90th Percentile or higher	+20% of Price Based RSUs
Target	25th Percentile to 89th Percentile	No Adjustment to Price Based RSUs
Minimum	<25th Percentile	-20% of Price Based RSUs


NAME	TITLE	SALARY ($)	INCENTIVE TARGET (% OF SALARY)
MATTHEW MURPHY	President and Chief Executive Officer	1,150,000	200
RAGHIB HUSSAIN	President, Products and Technologies	675,000	100
WILLEM MEINTJES	Chief Financial Officer	640,000	100
CHRIS KOOPMANS	Chief Operations Officer	585,000	95
DAN CHRISTMAN	EVP, Storage Products Group	565,000	95


Date: May 26, 2023	By:	/S/ MATTHEW J. MURPHY
		Matthew J. Murphy President and Chief Executive Officer (Principal Executive Officer)


Date: May 26, 2023	By:	/S/ WILLEM MEINTJES
		Willem Meintjes Chief Financial Officer (Principal Financial Officer)