ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Bermuda
|
|
77-0481679
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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Large accelerated filer
|
ý
|
Accelerated filer
|
¨
|
|
|
|
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
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|
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Page
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Item 1.
|
|
|
|
||
|
||
|
||
|
||
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Item 2.
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Item 3.
|
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Item 4.
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Item 1.
|
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Item 1A.
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Item 2.
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Item 6.
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August 4,
2018 |
|
February 3,
2018 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
498,659
|
|
|
$
|
888,482
|
|
Short-term investments
|
25,000
|
|
|
952,790
|
|
||
Accounts receivable, net
|
443,276
|
|
|
280,395
|
|
||
Inventories
|
473,429
|
|
|
170,039
|
|
||
Prepaid expenses and other current assets
|
72,388
|
|
|
41,482
|
|
||
Assets held for sale
|
31,182
|
|
|
30,767
|
|
||
Total current assets
|
1,543,934
|
|
|
2,363,955
|
|
||
Property and equipment, net
|
327,645
|
|
|
202,222
|
|
||
Goodwill
|
5,497,608
|
|
|
1,993,310
|
|
||
Acquired intangible assets, net
|
2,718,061
|
|
|
—
|
|
||
Other non-current assets
|
275,598
|
|
|
148,800
|
|
||
Total assets
|
$
|
10,362,846
|
|
|
$
|
4,708,287
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
196,297
|
|
|
$
|
145,236
|
|
Accrued liabilities
|
277,098
|
|
|
86,958
|
|
||
Accrued employee compensation
|
127,381
|
|
|
127,711
|
|
||
Deferred income
|
3,511
|
|
|
61,237
|
|
||
Liabilities held for sale
|
3,935
|
|
|
—
|
|
||
Total current liabilities
|
608,222
|
|
|
421,142
|
|
||
Long-term debt
|
1,878,617
|
|
|
—
|
|
||
Non-current income taxes payable
|
52,438
|
|
|
56,976
|
|
||
Deferred tax liabilities
|
114,312
|
|
|
52,204
|
|
||
Other non-current liabilities
|
44,191
|
|
|
36,552
|
|
||
Total liabilities
|
2,697,780
|
|
|
566,874
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common shares, $0.002 par value
|
1,316
|
|
|
991
|
|
||
Additional paid-in capital
|
6,153,890
|
|
|
2,733,292
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
(2,322
|
)
|
||
Retained earnings
|
1,509,860
|
|
|
1,409,452
|
|
||
Total shareholders’ equity
|
7,665,066
|
|
|
4,141,413
|
|
||
Total liabilities and shareholders’ equity
|
$
|
10,362,846
|
|
|
$
|
4,708,287
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Net revenue
|
$
|
665,310
|
|
|
$
|
604,750
|
|
|
$
|
1,269,941
|
|
|
$
|
1,177,459
|
|
Cost of goods sold
|
288,200
|
|
|
239,572
|
|
|
517,138
|
|
|
466,770
|
|
||||
Gross profit
|
377,110
|
|
|
365,178
|
|
|
752,803
|
|
|
710,689
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
216,285
|
|
|
180,871
|
|
|
393,019
|
|
|
368,967
|
|
||||
Selling, general and administrative
|
133,701
|
|
|
55,659
|
|
|
206,014
|
|
|
110,763
|
|
||||
Restructuring related charges
|
35,415
|
|
|
4,285
|
|
|
36,982
|
|
|
5,171
|
|
||||
Total operating expenses
|
385,401
|
|
|
240,815
|
|
|
636,015
|
|
|
484,901
|
|
||||
Operating income (loss) from continuing operations
|
(8,291
|
)
|
|
124,363
|
|
|
116,788
|
|
|
225,788
|
|
||||
Interest income
|
3,575
|
|
|
3,830
|
|
|
9,644
|
|
|
7,342
|
|
||||
Interest expense
|
(15,795
|
)
|
|
(80
|
)
|
|
(16,039
|
)
|
|
(131
|
)
|
||||
Other income (loss), net
|
(2,701
|
)
|
|
3,438
|
|
|
(1,230
|
)
|
|
3,310
|
|
||||
Interest and other income (loss), net
|
(14,921
|
)
|
|
7,188
|
|
|
(7,625
|
)
|
|
10,521
|
|
||||
Income (loss) from continuing operations before income taxes
|
(23,212
|
)
|
|
131,551
|
|
|
109,163
|
|
|
236,309
|
|
||||
Provision (benefit) for income taxes
|
(29,971
|
)
|
|
(3,899
|
)
|
|
(26,208
|
)
|
|
1,267
|
|
||||
Income from continuing operations, net of tax
|
6,759
|
|
|
135,450
|
|
|
135,371
|
|
|
235,042
|
|
||||
Income from discontinued operations, net of tax
|
—
|
|
|
29,809
|
|
|
—
|
|
|
36,838
|
|
||||
Net income
|
$
|
6,759
|
|
|
$
|
165,259
|
|
|
$
|
135,371
|
|
|
$
|
271,880
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share - Basic:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.01
|
|
|
$
|
0.27
|
|
|
$
|
0.26
|
|
|
$
|
0.47
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
0.06
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
Net income per share - Basic
|
$
|
0.01
|
|
|
$
|
0.33
|
|
|
$
|
0.26
|
|
|
$
|
0.54
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share - Diluted:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.01
|
|
|
$
|
0.26
|
|
|
$
|
0.25
|
|
|
$
|
0.46
|
|
Discontinued operations
|
$
|
—
|
|
|
$
|
0.06
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
Net income per share - Diluted
|
$
|
0.01
|
|
|
$
|
0.32
|
|
|
$
|
0.25
|
|
|
$
|
0.53
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares:
|
|
|
|
|
|
|
|
||||||||
Basic
|
552,238
|
|
|
500,817
|
|
|
524,787
|
|
|
502,303
|
|
||||
Diluted
|
562,149
|
|
|
510,309
|
|
|
535,433
|
|
|
513,951
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per share
|
$
|
0.06
|
|
|
$
|
0.06
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Net income
|
$
|
6,759
|
|
|
$
|
165,259
|
|
|
$
|
135,371
|
|
|
$
|
271,880
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Net change in unrealized gain (loss) on marketable securities
|
2,404
|
|
|
556
|
|
|
2,322
|
|
|
(117
|
)
|
||||
Net change in unrealized gain (loss) on cash flow hedges
|
—
|
|
|
(765
|
)
|
|
—
|
|
|
993
|
|
||||
Net change in pension liability
|
—
|
|
|
1,272
|
|
|
—
|
|
|
—
|
|
||||
Other comprehensive income, net of tax
|
2,404
|
|
|
1,063
|
|
|
2,322
|
|
|
876
|
|
||||
Comprehensive income, net of tax
|
$
|
9,163
|
|
|
$
|
166,322
|
|
|
$
|
137,693
|
|
|
$
|
272,756
|
|
|
Six Months Ended
|
||||||
|
August 4,
2018 |
|
July 29,
2017 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
135,371
|
|
|
$
|
271,880
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
||||
Depreciation and amortization
|
47,097
|
|
|
41,186
|
|
||
Share-based compensation
|
83,244
|
|
|
46,439
|
|
||
Amortization and write-off of acquired intangible assets
|
25,939
|
|
|
2,136
|
|
||
Amortization of inventory fair value adjustment associated with acquisition of Cavium
|
22,933
|
|
|
—
|
|
||
Amortization of deferred debt issuance costs and debt discounts
|
7,073
|
|
|
—
|
|
||
Restructuring related impairment charges (gain)
|
1,993
|
|
|
(446
|
)
|
||
Gain from investment in privately-held company
|
(1,100
|
)
|
|
(750
|
)
|
||
Amortization of premium/discount on available-for-sale securities
|
624
|
|
|
803
|
|
||
Other non-cash expense (income), net
|
4,227
|
|
|
(1,423
|
)
|
||
Deferred income taxes
|
(21,414
|
)
|
|
2,791
|
|
||
Gain on sale of property and equipment
|
(120
|
)
|
|
(283
|
)
|
||
Gain on sale of discontinued operations
|
—
|
|
|
(42,187
|
)
|
||
Gain on sale of business
|
—
|
|
|
(5,254
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(48,749
|
)
|
|
(36,313
|
)
|
||
Inventories
|
6,866
|
|
|
(14,712
|
)
|
||
Prepaid expenses and other assets
|
(19,504
|
)
|
|
7,854
|
|
||
Accounts payable
|
(271
|
)
|
|
3,968
|
|
||
Accrued liabilities and other non-current liabilities
|
(11,232
|
)
|
|
(33,418
|
)
|
||
Accrued employee compensation
|
(41,539
|
)
|
|
(8,375
|
)
|
||
Deferred income
|
(729
|
)
|
|
1,284
|
|
||
Net cash provided by operating activities
|
190,709
|
|
|
235,180
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchases of available-for-sale securities
|
(14,956
|
)
|
|
(376,227
|
)
|
||
Sales of available-for-sale securities
|
623,896
|
|
|
116,700
|
|
||
Maturities of available-for-sale securities
|
187,985
|
|
|
169,612
|
|
||
Return of investment from privately-held companies
|
—
|
|
|
2,388
|
|
||
Purchases of time deposits
|
(25,000
|
)
|
|
(150,000
|
)
|
||
Maturities of time deposits
|
150,000
|
|
|
150,000
|
|
||
Purchases of technology licenses
|
(1,263
|
)
|
|
(1,701
|
)
|
||
Purchases of property and equipment
|
(34,389
|
)
|
|
(14,544
|
)
|
||
Proceeds from sales of property and equipment
|
223
|
|
|
1,739
|
|
||
Cash payment for acquisition of Cavium, net of cash and cash equivalents acquired
|
(2,649,465
|
)
|
|
—
|
|
||
Net proceeds from sale of discontinued operations
|
—
|
|
|
72,205
|
|
||
Net proceeds from sale of business
|
1,250
|
|
|
—
|
|
||
Other
|
(5,000
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(1,766,719
|
)
|
|
(29,828
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repurchases of common stock
|
—
|
|
|
(387,558
|
)
|
||
Proceeds from employee stock plans
|
44,580
|
|
|
97,811
|
|
||
Minimum tax withholding paid on behalf of employees for net share settlement
|
(36,776
|
)
|
|
(24,814
|
)
|
||
Dividend payments to shareholders
|
(69,181
|
)
|
|
(60,086
|
)
|
||
Payments on technology license obligations
|
(29,478
|
)
|
|
(14,296
|
)
|
||
Proceeds from issuance of debt
|
1,892,605
|
|
|
—
|
|
||
Principal payments of debt
|
(606,128
|
)
|
|
—
|
|
||
Payment of equity and debt financing costs
|
(9,435
|
)
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
1,186,187
|
|
|
(388,943
|
)
|
||
Net decrease in cash and cash equivalents
|
(389,823
|
)
|
|
(183,591
|
)
|
||
Cash and cash equivalents at beginning of period
|
888,482
|
|
|
814,092
|
|
||
Cash and cash equivalents at end of period
|
$
|
498,659
|
|
|
$
|
630,501
|
|
Cash consideration to Cavium common stockholders
|
|
$
|
2,819,812
|
|
Common stock (153,376,408 shares of the Company's common
stock at $21.34 per share) |
|
3,273,053
|
|
|
Cash consideration for intrinsic value of vested director stock options and employee accelerated awards attributable to pre-acquisition service
|
|
10,642
|
|
|
Stock consideration for employee accelerated awards attributable to pre-acquisition service
|
|
7,804
|
|
|
Fair value of the replacement equity awards attributable to
pre-acquisition service |
|
50,485
|
|
|
Total merger consideration
|
|
$
|
6,161,796
|
|
Cash and cash equivalents
|
|
$
|
180,989
|
|
Accounts receivable
|
|
112,270
|
|
|
Inventories
|
|
330,778
|
|
|
Prepaid expense and other current assets
|
|
19,890
|
|
|
Assets held for sale
|
|
483
|
|
|
Property and equipment
|
|
115,428
|
|
|
Acquired intangible assets
|
|
2,744,000
|
|
|
Other non-current assets
|
|
89,139
|
|
|
Goodwill
|
|
3,504,302
|
|
|
Accounts payable
|
|
(52,383
|
)
|
|
Accrued liabilities
|
|
(127,837
|
)
|
|
Accrued employee compensation
|
|
(34,813
|
)
|
|
Deferred income
|
|
(2,466
|
)
|
|
Current portion of long-term debt
|
|
(6,123
|
)
|
|
Liabilities held for sale
|
|
(3,032
|
)
|
|
Long-term debt
|
|
(600,005
|
)
|
|
Non-current income taxes payable
|
|
(8,365
|
)
|
|
Deferred tax liabilities
|
|
(84,360
|
)
|
|
Other non-current liabilities
|
|
(16,099
|
)
|
|
Total merger consideration
|
|
$
|
6,161,796
|
|
|
|
Asset Fair Value
|
|
Weighted
Average Useful Life (Years) |
||
|
|
(in thousands, except for useful life)
|
||||
Developed technology
|
|
$
|
1,743,000
|
|
|
7.59
|
In process research and development ("IPR&D")
|
|
513,000
|
|
|
n/a
|
|
Customer contracts and related relationships
|
|
465,000
|
|
|
8.92
|
|
Trade names
|
|
23,000
|
|
|
4.32
|
|
|
|
$
|
2,744,000
|
|
|
|
|
|
Six months ended
|
||||||
|
|
August 4, 2018
|
|
July 29, 2017
|
||||
|
|
(in thousands, except per share data)
|
||||||
Pro forma net revenue
|
|
$
|
1,612,873
|
|
|
$
|
1,649,129
|
|
Pro forma net income (loss)
|
|
57,453
|
|
|
(204,632
|
)
|
||
|
|
|
|
|
||||
Pro forma net income (loss) per share, basic
|
|
$
|
0.09
|
|
|
$
|
(0.31
|
)
|
Pro forma net income (loss) per share, diluted
|
|
0.09
|
|
|
(0.31
|
)
|
|
|
August 4, 2018
|
||
Face Value Outstanding:
|
|
|
||
Term Loan
|
|
$
|
900,000
|
|
2023 Notes
|
|
500,000
|
|
|
2028 Notes
|
|
500,000
|
|
|
Total borrowings
|
|
$
|
1,900,000
|
|
Less: Unamortized debt discount and issuance cost
|
|
(21,383
|
)
|
|
Net carrying amount of debt
|
|
$
|
1,878,617
|
|
Less: Current portion
|
|
$
|
—
|
|
Non-current portion
|
|
$
|
1,878,617
|
|
Fiscal year
|
|
Amount
|
||
2019
|
|
$
|
—
|
|
2020
|
|
—
|
|
|
2021
|
|
—
|
|
|
2022
|
|
900,000
|
|
|
2023
|
|
—
|
|
|
Thereafter
|
|
$
|
1,000,000
|
|
(In thousands)
|
Balance as of February 3, 2018
|
|
Adjustments
|
|
Opening Balance as of February 4, 2018
|
||||||
Consolidated balance sheet:
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
280,395
|
|
|
$
|
1,862
|
|
|
$
|
282,257
|
|
Inventory
|
170,039
|
|
|
2,016
|
|
|
172,055
|
|
|||
Other non-current assets
|
148,800
|
|
|
42,116
|
|
|
190,916
|
|
|||
Liabilities and shareholders' equity:
|
|
|
|
|
|
||||||
Accrued liabilities
|
86,958
|
|
|
70,336
|
|
|
157,294
|
|
|||
Deferred income
|
61,237
|
|
|
(58,560
|
)
|
|
2,677
|
|
|||
Retained earnings
|
$
|
1,409,452
|
|
|
$
|
34,218
|
|
|
$
|
1,443,670
|
|
|
August 4, 2018
|
||||||||||
(In thousands)
|
As currently reported
|
|
Adjustments
|
|
Balances without adoption of new revenue standard
|
||||||
Consolidated balance sheet:
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Accounts receivable, net
|
$
|
443,276
|
|
|
$
|
—
|
|
|
$
|
443,276
|
|
Inventory
|
473,429
|
|
|
(1,478
|
)
|
|
471,951
|
|
|||
Other non-current assets
|
275,598
|
|
|
(59,174
|
)
|
|
216,424
|
|
|||
Liabilities and shareholders' equity:
|
|
|
|
|
|
|
|
||||
Accrued liabilities
|
277,098
|
|
|
(92,890
|
)
|
|
184,208
|
|
|||
Deferred income
|
3,511
|
|
|
78,492
|
|
|
82,003
|
|
|||
Retained earnings
|
$
|
1,509,860
|
|
|
$
|
(46,254
|
)
|
|
$
|
1,463,606
|
|
|
Three Months Ended August 4, 2018
|
|
Six Months Ended August 4, 2018
|
||||||||||||||||||||
(In thousands, except per share amounts)
|
As currently reported
|
|
Adjustments
|
|
Balances without adoption of new revenue standard
|
|
As currently reported
|
|
Adjustments
|
|
Balances without adoption of new revenue standard
|
||||||||||||
Consolidated statement of operation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenue
|
$
|
665,310
|
|
|
$
|
(2,002
|
)
|
|
$
|
663,308
|
|
|
$
|
1,269,941
|
|
|
$
|
(17,531
|
)
|
|
$
|
1,252,410
|
|
Cost of goods sold
|
288,200
|
|
|
(2,099
|
)
|
|
286,101
|
|
|
517,138
|
|
|
(5,495
|
)
|
|
511,643
|
|
||||||
Net income (loss)
|
6,759
|
|
|
97
|
|
|
6,856
|
|
|
135,371
|
|
|
(12,036
|
)
|
|
123,335
|
|
||||||
Net income (loss) per share - Basic
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
0.26
|
|
|
(0.02
|
)
|
|
0.24
|
|
||||||
Net income (loss) per share - Diluted
|
$
|
0.01
|
|
|
$
|
—
|
|
|
$
|
0.01
|
|
|
$
|
0.25
|
|
|
$
|
(0.02
|
)
|
|
$
|
0.23
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||
|
|
August 4, 2018
|
|
% of Total
|
|
August 4, 2018
|
|
% of Total
|
||||||
Net revenue by product group:
|
|
|
|
|
|
|
|
|
||||||
Storage (1)
|
|
$
|
335,764
|
|
|
50
|
%
|
|
652,833
|
|
|
51
|
%
|
|
Networking (2)
|
|
283,330
|
|
|
43
|
%
|
|
527,558
|
|
|
42
|
%
|
||
Other (3)
|
|
46,216
|
|
|
7
|
%
|
|
89,550
|
|
|
7
|
%
|
||
|
|
$
|
665,310
|
|
|
|
|
$
|
1,269,941
|
|
|
|
|
1)
|
Storage products are comprised primarily of HDD, SSD Controllers, Fibre Channel Adapters and Data Center Storage Solutions.
|
2)
|
Networking products are comprised primarily of Ethernet Switches, Ethernet Transceivers, Ethernet NICs, Embedded Communications and Infrastructure Processors, Automotive Ethernet, Security Adapters and Processors as well as Connectivity products. In addition, this grouping includes a few legacy product lines in which the Company no longer invests, but will generate revenue for several years.
|
3)
|
Other products are comprised of primarily Printer Solutions, Application Processors and others.
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||
|
|
August 4, 2018
|
|
% of Total
|
|
August 4, 2018
|
|
% of Total
|
||||||
Net revenue based on destination of shipment:
|
|
|
|
|
|
|
|
|
||||||
China
|
|
$
|
292,033
|
|
|
44
|
%
|
|
$
|
566,542
|
|
|
45
|
%
|
Malaysia
|
|
96,127
|
|
|
14
|
%
|
|
186,750
|
|
|
15
|
%
|
||
Philippines
|
|
55,416
|
|
|
8
|
%
|
|
113,183
|
|
|
9
|
%
|
||
Thailand
|
|
39,256
|
|
|
6
|
%
|
|
80,790
|
|
|
6
|
%
|
||
United States
|
|
16,563
|
|
|
2
|
%
|
|
32,592
|
|
|
3
|
%
|
||
Other
|
|
165,915
|
|
|
26
|
%
|
|
290,084
|
|
|
22
|
%
|
||
|
|
$
|
665,310
|
|
|
|
|
$
|
1,269,941
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||||||||
|
|
August 4, 2018
|
|
% of Total
|
|
August 4, 2018
|
|
% of Total
|
||||||
Net revenue by customer type:
|
|
|
|
|
|
|
|
|
||||||
Direct customers
|
|
$
|
532,351
|
|
|
80
|
%
|
|
1,002,827
|
|
|
79
|
%
|
|
Distributors
|
|
132,959
|
|
|
20
|
%
|
|
267,114
|
|
|
21
|
%
|
||
|
|
$
|
665,310
|
|
|
|
|
$
|
1,269,941
|
|
|
|
|
August 4, 2018
|
||||||||||||
|
Gross Carrying Amounts
|
|
Accumulated Amortization
|
|
Net Carrying Amounts
|
|
Weighted average remaining amortization period (years)
|
||||||
Developed technologies
|
$
|
1,743,000
|
|
|
$
|
(18,984
|
)
|
|
$
|
1,724,016
|
|
|
7.59
|
Customer contracts and related relationships
|
465,000
|
|
|
(6,501
|
)
|
|
458,499
|
|
|
8.92
|
|||
Trade names
|
23,000
|
|
|
(454
|
)
|
|
22,546
|
|
|
4.32
|
|||
Total acquired amortizable intangible assets
|
$
|
2,231,000
|
|
|
$
|
(25,939
|
)
|
|
$
|
2,205,061
|
|
|
7.83
|
IPR&D
|
513,000
|
|
|
—
|
|
|
513,000
|
|
|
|
|||
Total acquired intangible assets
|
$
|
2,744,000
|
|
|
$
|
(25,939
|
)
|
|
$
|
2,718,061
|
|
|
|
Fiscal Year
|
|
Amount
|
|
|
Remainder of 2019
|
|
$
|
157,380
|
|
2020
|
|
309,701
|
|
|
2021
|
|
301,580
|
|
|
2022
|
|
293,024
|
|
|
2023
|
|
285,596
|
|
|
Thereafter
|
|
857,780
|
|
|
|
|
$
|
2,205,061
|
|
|
Severance and related costs
|
|
Facilities and related costs
|
|
Other exit-related costs
|
|
Total
|
||||||||
Balance at February 3, 2018
|
$
|
654
|
|
|
$
|
462
|
|
|
$
|
555
|
|
|
$
|
1,671
|
|
Restructuring charges - continuing operations
|
24,057
|
|
|
11,057
|
|
|
262
|
|
|
35,376
|
|
||||
Net cash payments
|
(3,617
|
)
|
|
(1,743
|
)
|
|
(541
|
)
|
|
(5,901
|
)
|
||||
Release of reserves
|
(307
|
)
|
|
—
|
|
|
—
|
|
|
(307
|
)
|
||||
Exchange rate adjustment
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(91
|
)
|
||||
Balance at August 4, 2018
|
$
|
20,696
|
|
|
$
|
9,776
|
|
|
$
|
276
|
|
|
$
|
30,748
|
|
Less: non-current portion
|
$
|
—
|
|
|
$
|
5,878
|
|
|
$
|
—
|
|
|
$
|
5,878
|
|
Current portion
|
$
|
20,696
|
|
|
$
|
3,898
|
|
|
$
|
276
|
|
|
$
|
24,870
|
|
|
August 4,
2018 |
|
February 3,
2018 |
||||
Inventories:
|
|
|
|
||||
Work-in-process
|
$
|
257,906
|
|
|
$
|
103,711
|
|
Finished goods
|
215,523
|
|
|
66,328
|
|
||
Total inventories
|
$
|
473,429
|
|
|
$
|
170,039
|
|
|
August 4,
2018 |
|
February 3,
2018 |
||||
Property and equipment, net:
|
|
|
|
||||
Machinery and equipment
|
$
|
609,376
|
|
|
$
|
535,416
|
|
Land, buildings, and leasehold improvements
|
279,880
|
|
|
247,675
|
|
||
Computer software
|
102,943
|
|
|
98,253
|
|
||
Furniture and fixtures
|
27,235
|
|
|
21,139
|
|
||
|
1,019,434
|
|
|
902,483
|
|
||
Less: Accumulated depreciation and amortization
|
(691,789
|
)
|
|
(700,261
|
)
|
||
Total property and equipment, net
|
$
|
327,645
|
|
|
$
|
202,222
|
|
|
August 4,
2018 |
|
February 3,
2018 |
||||
Accrued liabilities:
|
|
|
|
||||
Contract liabilities
|
$
|
106,191
|
|
|
$
|
—
|
|
Technology license obligations
|
76,050
|
|
|
28,488
|
|
||
Accrued royalties
|
18,003
|
|
|
11,860
|
|
||
Accrued rebates (1)
|
—
|
|
|
9,292
|
|
||
Accrued legal related expenses
|
14,664
|
|
|
13,050
|
|
||
Unsettled investment trades (2)
|
—
|
|
|
4,497
|
|
||
Restructuring liabilities
|
24,870
|
|
|
1,612
|
|
||
Accrued income tax payable
|
9,735
|
|
|
959
|
|
||
Other
|
27,585
|
|
|
17,200
|
|
||
Total accrued liabilities
|
$
|
277,098
|
|
|
$
|
86,958
|
|
|
Unrealized Gain
(Loss) on
Marketable
Securities (1)
|
||
Balance at February 3, 2018
|
$
|
(2,322
|
)
|
Other comprehensive loss before reclassifications
|
(733
|
)
|
|
Amounts reclassified from accumulated other comprehensive gain
|
3,055
|
|
|
Net current-period other comprehensive gain, net of tax
|
2,322
|
|
|
Balance at August 4, 2018
|
$
|
—
|
|
|
Unrealized Gain
(Loss) on
Marketable
Securities (1)
|
|
Unrealized Gain
(Loss) on Cash
Flow Hedges (2)
|
|
Total
|
||||||
Balance at January 28, 2017
|
$
|
(801
|
)
|
|
$
|
824
|
|
|
$
|
23
|
|
Other comprehensive income (loss) before reclassifications
|
(146
|
)
|
|
2,341
|
|
|
2,195
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
29
|
|
|
(1,348
|
)
|
|
(1,319
|
)
|
|||
Net current-period other comprehensive income (loss), net of tax
|
(117
|
)
|
|
993
|
|
|
876
|
|
|||
Balance at July 29, 2017
|
$
|
(918
|
)
|
|
$
|
1,817
|
|
|
$
|
899
|
|
|
February 3, 2018
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency debt
|
$
|
248,336
|
|
|
$
|
49
|
|
|
$
|
(644
|
)
|
|
$
|
247,741
|
|
Foreign government and agency debt
|
7,004
|
|
|
—
|
|
|
(17
|
)
|
|
6,987
|
|
||||
Municipal debt securities
|
2,734
|
|
|
—
|
|
|
(6
|
)
|
|
2,728
|
|
||||
Corporate debt securities
|
504,609
|
|
|
469
|
|
|
(1,999
|
)
|
|
503,079
|
|
||||
Asset backed securities
|
42,429
|
|
|
3
|
|
|
(177
|
)
|
|
42,255
|
|
||||
Held-to-maturity:
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
150,000
|
|
|
—
|
|
|
—
|
|
|
150,000
|
|
||||
Total short-term investments
|
955,112
|
|
|
521
|
|
|
(2,843
|
)
|
|
952,790
|
|
||||
Total investments
|
$
|
955,112
|
|
|
$
|
521
|
|
|
$
|
(2,843
|
)
|
|
$
|
952,790
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Gross realized gains
|
$
|
369
|
|
|
$
|
16
|
|
|
$
|
371
|
|
|
$
|
85
|
|
Gross realized losses
|
(2,575
|
)
|
|
(69
|
)
|
|
(3,437
|
)
|
|
(113
|
)
|
||||
Total net realized gains (losses)
|
$
|
(2,206
|
)
|
|
$
|
(53
|
)
|
|
$
|
(3,066
|
)
|
|
$
|
(28
|
)
|
|
August 4, 2018
|
|
February 3, 2018
|
||||||||||||
|
Amortized
Cost
|
|
Estimated
Fair Value
|
|
Amortized
Cost
|
|
Estimated
Fair Value
|
||||||||
Due in one year or less
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
554,247
|
|
|
$
|
553,866
|
|
Due between one and five years
|
—
|
|
|
—
|
|
|
400,866
|
|
|
398,924
|
|
||||
Due over five years
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
25,000
|
|
|
$
|
25,000
|
|
|
$
|
955,113
|
|
|
$
|
952,790
|
|
|
February 3, 2018
|
||||||||||||||||||||||
|
Less than 12 months
|
|
12 months or more
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value |
|
Unrealized
Loss |
|
Fair
Value |
|
Unrealized
Loss |
||||||||||||
U.S. government and agency debt
|
$
|
148,538
|
|
|
$
|
(298
|
)
|
|
$
|
51,332
|
|
|
$
|
(346
|
)
|
|
$
|
199,870
|
|
|
$
|
(644
|
)
|
Foreign government and agency debt
|
3,993
|
|
|
(1
|
)
|
|
2,994
|
|
|
(16
|
)
|
|
6,987
|
|
|
(17
|
)
|
||||||
Municipal debt securities
|
1,969
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
1,969
|
|
|
(6
|
)
|
||||||
Corporate debt securities
|
253,380
|
|
|
(1,514
|
)
|
|
46,805
|
|
|
(485
|
)
|
|
300,185
|
|
|
(1,999
|
)
|
||||||
Asset backed securities
|
37,636
|
|
|
(145
|
)
|
|
2,167
|
|
|
(32
|
)
|
|
39,803
|
|
|
(177
|
)
|
||||||
Total securities
|
$
|
445,516
|
|
|
$
|
(1,964
|
)
|
|
$
|
103,298
|
|
|
$
|
(879
|
)
|
|
$
|
548,814
|
|
|
$
|
(2,843
|
)
|
|
|
Amount of Gains (Losses) in Statements of Operations
|
|||||||
|
|
Three Months Ended
|
Six Months Ended
|
||||||
|
Location of Gains (Losses) in Statements of Operations
|
|
July 29,
2017 |
|
July 29,
2017 |
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
||||
Forward contracts:
|
Research and development
|
|
$
|
1,251
|
|
|
$
|
1,726
|
|
|
Selling, general and administrative
|
|
331
|
|
|
394
|
|
||
|
|
|
$
|
1,582
|
|
|
$
|
2,120
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|||||
Affected Line Item in the Statements of Operations:
|
|
July 29,
2017 |
|
July 29,
2017 |
||||
Operating costs and expenses:
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
||||
Research and development
|
|
$
|
1,003
|
|
|
$
|
1,074
|
|
Selling, general and administrative
|
|
265
|
|
|
274
|
|
||
Total
|
|
$
|
1,268
|
|
|
$
|
1,348
|
|
|
Fair Value Measurements at August 4, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Items measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
17,759
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,759
|
|
Time deposits
|
—
|
|
|
60,730
|
|
|
—
|
|
|
60,730
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
—
|
|
|
25,000
|
|
|
—
|
|
|
25,000
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
||||||||
Severance pay fund
|
—
|
|
|
869
|
|
|
—
|
|
|
869
|
|
||||
Total assets
|
$
|
17,759
|
|
|
$
|
86,599
|
|
|
$
|
—
|
|
|
$
|
104,358
|
|
|
Fair Value Measurements at February 3, 2018
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Items measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
18,503
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,503
|
|
Time deposits
|
—
|
|
|
65,117
|
|
|
—
|
|
|
65,117
|
|
||||
U.S. government and agency debt
|
51,589
|
|
|
—
|
|
|
—
|
|
|
51,589
|
|
||||
Municipal debt securities
|
—
|
|
|
5,290
|
|
|
—
|
|
|
5,290
|
|
||||
Corporate debt securities
|
—
|
|
|
127,076
|
|
|
—
|
|
|
127,076
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
—
|
|
|
150,000
|
|
|
—
|
|
|
150,000
|
|
||||
U.S. government and agency debt
|
247,741
|
|
|
—
|
|
|
—
|
|
|
247,741
|
|
||||
Foreign government and agency debt
|
—
|
|
|
6,987
|
|
|
—
|
|
|
6,987
|
|
||||
Municipal debt securities
|
—
|
|
|
2,728
|
|
|
—
|
|
|
2,728
|
|
||||
Corporate debt securities
|
—
|
|
|
503,079
|
|
|
—
|
|
|
503,079
|
|
||||
Asset backed securities
|
—
|
|
|
42,255
|
|
|
—
|
|
|
42,255
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
||||||||
Severance pay fund
|
—
|
|
|
896
|
|
|
—
|
|
|
896
|
|
||||
Total assets
|
$
|
317,833
|
|
|
$
|
903,428
|
|
|
$
|
—
|
|
|
$
|
1,221,261
|
|
Fiscal Year
|
Technology License Obligations
|
|
Operating Leases
|
|
Total
|
||||||
Remainder of 2019
|
$
|
22,934
|
|
|
$
|
31,994
|
|
|
$
|
54,928
|
|
2020
|
30,522
|
|
|
40,812
|
|
|
71,334
|
|
|||
2021
|
7,800
|
|
|
28,299
|
|
|
36,099
|
|
|||
2022
|
—
|
|
|
26,005
|
|
|
26,005
|
|
|||
2023
|
—
|
|
|
19,215
|
|
|
19,215
|
|
|||
Thereafter
|
—
|
|
|
28,569
|
|
|
28,569
|
|
|||
Total future minimum lease payments
|
$
|
61,256
|
|
|
$
|
174,894
|
|
|
$
|
236,150
|
|
Less: Amount representing interest
|
(986
|
)
|
|
|
|
|
|||||
Present value of future minimum payments
|
$
|
60,270
|
|
|
|
|
|
||||
Less: Current portion
|
(35,352
|
)
|
|
|
|
|
|||||
Non-current portion
|
$
|
24,918
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Continuing operations:
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
$
|
4,748
|
|
|
$
|
1,810
|
|
|
$
|
6,653
|
|
|
$
|
3,236
|
|
Research and development
|
26,859
|
|
|
12,371
|
|
|
41,144
|
|
|
26,361
|
|
||||
Selling, general and administrative
|
41,816
|
|
|
7,186
|
|
|
49,478
|
|
|
13,509
|
|
||||
Share-based compensation - continuing operations
|
$
|
73,423
|
|
|
$
|
21,367
|
|
|
$
|
97,275
|
|
|
$
|
43,106
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Cost of goods sold
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Research and development
|
—
|
|
|
954
|
|
|
—
|
|
|
3,098
|
|
||||
Selling, general and administrative
|
—
|
|
|
101
|
|
|
—
|
|
|
235
|
|
||||
Share-based compensation - discontinued operations
|
—
|
|
|
1,055
|
|
|
—
|
|
|
3,333
|
|
||||
Total share-based compensation
|
$
|
73,423
|
|
|
$
|
22,422
|
|
|
$
|
97,275
|
|
|
$
|
46,439
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations, net of tax
|
$
|
6,759
|
|
|
$
|
135,450
|
|
|
$
|
135,371
|
|
|
$
|
235,042
|
|
Income from discontinued operations, net of tax
|
—
|
|
|
29,809
|
|
|
—
|
|
|
36,838
|
|
||||
Net income
|
$
|
6,759
|
|
|
$
|
165,259
|
|
|
$
|
135,371
|
|
|
$
|
271,880
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares — basic
|
552,238
|
|
|
500,817
|
|
|
524,787
|
|
|
502,303
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Share-based awards
|
9,911
|
|
|
9,492
|
|
|
10,646
|
|
|
11,648
|
|
||||
Weighted average shares — diluted
|
562,149
|
|
|
510,309
|
|
|
535,433
|
|
|
513,951
|
|
||||
Income from continuing operations per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.01
|
|
|
$
|
0.27
|
|
|
$
|
0.26
|
|
|
$
|
0.47
|
|
Diluted
|
$
|
0.01
|
|
|
$
|
0.26
|
|
|
$
|
0.25
|
|
|
$
|
0.46
|
|
Income from discontinued operations per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
—
|
|
|
$
|
0.06
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
Diluted
|
$
|
—
|
|
|
$
|
0.06
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.01
|
|
|
$
|
0.33
|
|
|
$
|
0.26
|
|
|
$
|
0.54
|
|
Diluted
|
$
|
0.01
|
|
|
$
|
0.32
|
|
|
$
|
0.25
|
|
|
$
|
0.53
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
August 4,
2018 |
|
July 29,
2017 |
|
August 4,
2018 |
|
July 29,
2017 |
||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||
Share-based awards
|
5,718
|
|
|
2,770
|
|
|
5,604
|
|
|
7,301
|
|
|
August 4,
2018 |
|
February 3,
2018 |
||||
Property and equipment, net:
|
|
|
|
||||
United States
|
$
|
241,586
|
|
|
$
|
156,053
|
|
Others
|
86,059
|
|
|
46,169
|
|
||
Total property and equipment, net
|
$
|
327,645
|
|
|
$
|
202,222
|
|
•
|
our ability to successfully integrate the business of Cavium with our business;
|
•
|
our ability to realize anticipated synergies in connection with the Cavium acquisition;
|
•
|
our dependence on a small number of customers;
|
•
|
severe financial hardship or bankruptcy of one or more of our major customers;
|
•
|
the effects of any potential future acquisitions, strategic investments, divestitures, mergers or joint ventures;
|
•
|
risks associated with acquisition and consolidation activity in the semiconductor industry;
|
•
|
our dependence upon the storage market, which is highly cyclical and intensely competitive;
|
•
|
our ability and our customers’ ability to develop new and enhanced products and the adoption of those products in the market;
|
•
|
decreases in our gross margin and results of operations in the future due to a number of factors;
|
•
|
our reliance on independent foundries and subcontractors for the manufacture, assembly and testing of our products;
|
•
|
the risks associated with manufacturing and selling a majority of our products and our customers’ products outside of the United States;
|
•
|
the effects of transitioning to smaller geometry process technologies;
|
•
|
our ability to scale our operations in response to changes in demand for existing or new products and services;
|
•
|
our ability to limit costs related to defective products;
|
•
|
our ability to recruit and retain experienced executive management as well as highly skilled engineering and sales and marketing personnel;
|
•
|
our ability to mitigate risks related to our information technology systems;
|
•
|
our ability to protect our intellectual property;
|
•
|
our ability to estimate customer demand and future sales accurately;
|
•
|
our reliance on third-party distributors and manufacturers' representatives to sell our products;
|
•
|
the impact of international conflict and continued economic volatility in either domestic or foreign markets;
|
•
|
the impact and costs associated with changes in international financial and regulatory conditions;
|
•
|
the impact of any changes in our application of the United Stated federal income tax laws and the loss of any beneficial treatment that we currently enjoy;
|
•
|
our maintenance of an effective system of internal controls; and
|
•
|
the outcome of pending or future litigation and legal and regulatory proceedings.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
August 4, 2018
|
|
July 29, 2017
|
||||
End Customer:
|
|
|
|
|
|
|
|
||||
Western Digital
|
15
|
%
|
|
22
|
%
|
|
15
|
%
|
|
22
|
%
|
Toshiba
|
13
|
%
|
|
15
|
%
|
|
13
|
%
|
|
14
|
%
|
Seagate
|
11
|
%
|
|
10
|
%
|
|
11
|
%
|
|
10
|
%
|
Cisco
|
11
|
%
|
|
11
|
%
|
|
*
|
|
|
10
|
%
|
Distributor:
|
|
|
|
|
|
|
|
||||
Wintech
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
*
|
Less than 10% of net revenue
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
August 4, 2018
|
|
July 29, 2017
|
||||
Net revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of goods sold
|
43.3
|
|
|
39.6
|
|
|
40.7
|
|
|
39.6
|
|
Gross profit
|
56.7
|
|
|
60.4
|
|
|
59.3
|
|
|
60.4
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and development
|
32.5
|
|
|
29.9
|
|
|
31.0
|
|
|
31.3
|
|
Selling, general and administrative
|
20.1
|
|
|
9.2
|
|
|
16.2
|
|
|
9.4
|
|
Restructuring related charges
|
5.3
|
|
|
0.7
|
|
|
2.9
|
|
|
0.5
|
|
Total operating expenses
|
57.9
|
|
|
39.8
|
|
|
50.1
|
|
|
41.2
|
|
Operating income from continuing operations
|
(1.2
|
)
|
|
20.6
|
|
|
9.2
|
|
|
19.2
|
|
Interest income
|
0.5
|
|
|
0.6
|
|
|
0.8
|
|
|
0.6
|
|
Interest expense
|
(2.4
|
)
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
Other income (loss), net
|
(0.4
|
)
|
|
0.6
|
|
|
(0.1
|
)
|
|
0.3
|
|
Income from continuing operations before income taxes
|
(3.5
|
)
|
|
21.8
|
|
|
8.6
|
|
|
20.1
|
|
Provision (benefit) for income taxes
|
(4.5
|
)
|
|
(0.6
|
)
|
|
(2.1
|
)
|
|
0.1
|
|
Income from continuing operations, net of tax
|
1.0
|
%
|
|
22.4
|
%
|
|
10.7
|
%
|
|
20.0
|
%
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
||||||||||
|
(in thousands, except percentage)
|
||||||||||||||||||||
Net revenue
|
$
|
665,310
|
|
|
$
|
604,750
|
|
|
10.0
|
%
|
|
$
|
1,269,941
|
|
|
$
|
1,177,459
|
|
|
7.9
|
%
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change |
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
||||||||||
|
(in thousands, except percentage)
|
||||||||||||||||||||
Cost of goods sold
|
$
|
288,200
|
|
|
$
|
239,572
|
|
|
20.3
|
%
|
|
$
|
517,138
|
|
|
$
|
466,770
|
|
|
10.8
|
%
|
% of net revenue
|
43.3
|
%
|
|
39.6
|
%
|
|
|
|
40.7
|
%
|
|
39.6
|
%
|
|
|
||||||
Gross profit
|
$
|
377,110
|
|
|
$
|
365,178
|
|
|
3.3
|
%
|
|
$
|
752,803
|
|
|
$
|
710,689
|
|
|
5.9
|
%
|
% of net revenue
|
56.7
|
%
|
|
60.4
|
%
|
|
|
|
59.3
|
%
|
|
60.4
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
||||||||||
|
(in thousands, except percentage)
|
||||||||||||||||||||
Research and development
|
$
|
216,285
|
|
|
$
|
180,871
|
|
|
19.6
|
%
|
|
$
|
393,019
|
|
|
$
|
368,967
|
|
|
6.5
|
%
|
% of net revenue
|
32.5
|
%
|
|
29.9
|
%
|
|
|
|
31.0
|
%
|
|
31.3
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
||||||||||
|
(in thousands, except percentage)
|
||||||||||||||||||||
Selling, general and administrative
|
$
|
133,701
|
|
|
$
|
55,659
|
|
|
140.2
|
%
|
|
$
|
206,014
|
|
|
$
|
110,763
|
|
|
86.0
|
%
|
% of net revenue
|
20.1
|
%
|
|
9.2
|
%
|
|
|
|
16.2
|
%
|
|
9.4
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
% Change
|
|
August 4, 2018
|
|
July 29, 2017
|
|
% Change
|
||||||||||
|
(in thousands, except percentage)
|
||||||||||||||||||||
Restructuring related charges
|
$
|
35,415
|
|
|
$
|
4,285
|
|
|
726.5
|
%
|
|
$
|
36,982
|
|
|
$
|
5,171
|
|
|
615.2
|
%
|
% of net revenue
|
5.3
|
%
|
|
0.7
|
%
|
|
|
|
2.9
|
%
|
|
0.5
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
||||||||||
|
(in thousands, except percentage)
|
||||||||||||||||||||
Interest income
|
$
|
3,575
|
|
|
$
|
3,830
|
|
|
(6.7
|
)%
|
|
$
|
9,644
|
|
|
$
|
7,342
|
|
|
31.4
|
%
|
% of net revenue
|
0.5
|
%
|
|
0.6
|
%
|
|
|
|
0.8
|
%
|
|
0.6
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
||||||||||
|
(in thousands, except percentage)
|
||||||||||||||||||||
Interest expense
|
$
|
(15,795
|
)
|
|
$
|
(80
|
)
|
|
19,643.8
|
%
|
|
$
|
(16,039
|
)
|
|
$
|
(131
|
)
|
|
12,143.5
|
%
|
% of net revenue
|
(2.4
|
)%
|
|
—
|
%
|
|
|
|
(1.3
|
)%
|
|
—
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
||||||||||
|
(in thousands, except percentage)
|
||||||||||||||||||||
Other income (loss), net
|
$
|
(2,701
|
)
|
|
$
|
3,438
|
|
|
(178.6
|
)%
|
|
$
|
(1,230
|
)
|
|
$
|
3,310
|
|
|
(137.2
|
)%
|
% of net revenue
|
(0.4
|
)%
|
|
0.6
|
%
|
|
|
|
(0.1
|
)%
|
|
0.3
|
%
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
|
August 4, 2018
|
|
July 29, 2017
|
|
%
Change
|
||||||||||
|
(in thousands, except percentage)
|
||||||||||||||||||||
Provision (benefit) for income taxes
|
$
|
(29,971
|
)
|
|
$
|
(3,899
|
)
|
|
668.7
|
%
|
|
$
|
(26,208
|
)
|
|
$
|
1,267
|
|
|
(2,168.5
|
)%
|
|
Payment Obligations by Fiscal Year
|
||||||||||||||||||||||||||
|
Remainder of 2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Principal payments on debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
900,000
|
|
|
$
|
—
|
|
|
$
|
1,000,000
|
|
|
$
|
1,900,000
|
|
Interest obligations on debt
|
38,689
|
|
|
77,376
|
|
|
83,329
|
|
|
56,955
|
|
|
45,879
|
|
|
138,449
|
|
|
440,677
|
|
|||||||
Facilities operating leases, net
|
17,769
|
|
|
30,612
|
|
|
28,299
|
|
|
$
|
26,005
|
|
|
19,215
|
|
|
$
|
28,569
|
|
|
150,469
|
|
|||||
Computer-aided design software
|
14,225
|
|
|
10,200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,425
|
|
|||||||
Purchase commitments to foundries
|
160,802
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160,802
|
|
|||||||
Capital purchase obligations
|
36,897
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,897
|
|
|||||||
Technology license obligations
(1)
|
22,934
|
|
|
30,522
|
|
|
7,800
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,256
|
|
|||||||
Other non-current obligations
|
—
|
|
|
4,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,563
|
|
|
6,496
|
|
|||||||
Total contractual cash obligations
|
$
|
291,316
|
|
|
$
|
153,643
|
|
|
$
|
119,428
|
|
|
$
|
982,960
|
|
|
$
|
65,094
|
|
|
$
|
1,168,581
|
|
|
$
|
2,781,022
|
|
|
(1)
|
Amounts represent anticipated future cash payments, including anticipated interest payments not recorded in the consolidated balance sheet.
|
•
|
difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining the businesses;
|
•
|
difficulties entering new markets or manufacturing in new geographies where we have no or limited direct prior experience;
|
•
|
difficulties in the integration of operations and systems;
|
•
|
difficulties in the assimilation of employees;
|
•
|
difficulties in managing the expanded operations of a significantly larger and more complex company; and
|
•
|
challenges in maintaining existing, and establishing new, business relationships.
|
•
|
increasing our vulnerability to adverse general economic and industry conditions;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness,
|
•
|
limiting our flexibility in planning for, or reacting to, changes in the economy and the semiconductor industry;
|
•
|
placing us at a competitive disadvantage compared to our competitors with less indebtedness;
|
•
|
exposing us to interest rate risk to the extent of our variable rate indebtedness; and
|
•
|
making it more difficult to borrow additional funds in the future to fund growth, acquisitions, working capital, capital expenditures and other purposes.
|
•
|
our ability to realize anticipated synergies in connection with the Cavium acquisition;
|
•
|
changes in general economic and political conditions and specific conditions in the end markets we address, including the continuing volatility in the technology sector and semiconductor industry;
|
•
|
the effects of any acquisitions, divestitures or significant investments, including the Cavium acquisition;
|
•
|
the highly competitive nature of the end markets we serve, particularly within the semiconductor industry;
|
•
|
our dependence on a few customers for a significant portion of our revenue;
|
•
|
severe financial hardship or bankruptcy of one or more of our major customers;
|
•
|
our ability to maintain a competitive cost structure for our manufacturing and assembly and test processes and our reliance on third parties to produce our products;
|
•
|
any current and future litigation that could result in substantial costs and a diversion of management’s attention and resources that are needed to successfully maintain and grow our business;
|
•
|
cancellations, rescheduling or deferrals of significant customer orders or shipments, as well as the ability of our customers to manage inventory;
|
•
|
gain or loss of a design win or key customer;
|
•
|
seasonality in sales of consumer devices in which our products are incorporated;
|
•
|
failure to qualify our products or our suppliers’ manufacturing lines;
|
•
|
our ability to develop and introduce new and enhanced products in a timely and effective manner, as well as our ability to anticipate and adapt to changes in technology;
|
•
|
failure to protect our intellectual property;
|
•
|
impact of a significant natural disaster, including earthquakes, floods and tsunamis, particularly in certain regions in which we operate or own buildings, such as Santa Clara, California, and where our third party suppliers operate, such as Taiwan and elsewhere in the Pacific Rim; and
|
•
|
our ability to attract, retain and motivate a highly skilled workforce, especially managerial, engineering, sales and marketing personnel.
|
•
|
a significant portion of our sales are made on a purchase order basis, which allows our customers to cancel, change or delay product purchase commitments with relatively short notice to us;
|
•
|
customers may purchase integrated circuits from our competitors;
|
•
|
customers may discontinue sales or lose market share in the markets for which they purchase our products;
|
•
|
customers may develop their own solutions or acquire fully developed solutions from third-parties;
|
•
|
customers may be subject to severe business disruptions, including, but not limited to, those driven by financial instability; or
|
•
|
customers may consolidate (for example, Western Digital acquired SanDisk in 2017, and Toshiba Corporation sold control of a portion of its semiconductor business in 2018), which could lead to changing demand for our products, replacement of our products by the merged entity with those of our competitors and cancellation of orders.
|
•
|
diversion of management attention from running our existing business;
|
•
|
increased expenses, including, but not limited to, legal, administrative and compensation expenses related to newly hired or terminated employees;
|
•
|
key personnel of an acquired company may decide not to work for us;
|
•
|
increased costs to integrate or, in the case of a divestiture, separate the technology, personnel, customer base and business practices of the acquired or divested business or assets;
|
•
|
assuming the legal obligations of the acquired company, including potential exposure to material liabilities not discovered in the due diligence process;
|
•
|
ineffective or inadequate control, procedures and policies at the acquired company may negatively impact our results of operations;
|
•
|
potential adverse effects on reported operating results due to possible write-down of goodwill and other intangible assets associated with acquisitions;
|
•
|
potential damage to customer relationships or loss of synergies in the case of divestitures; and
|
•
|
unavailability of acquisition financing on reasonable terms or at all.
|
•
|
failure to obtain regulatory or other approvals;
|
•
|
IP disputes or other litigation; or
|
•
|
difficulties obtaining financing for the transaction.
|
•
|
our customers usually require a comprehensive technical evaluation of our products before they incorporate them into their designs.
|
•
|
it can take from six months to three years from the time our products are selected to commence commercial shipments; and
|
•
|
our customers may experience changed market conditions or product development issues.
|
•
|
loss of or delay in market acceptance of our products;
|
•
|
material recall and replacement costs;
|
•
|
delay in revenue recognition or loss of revenue;
|
•
|
writing down the inventory of defective products;
|
•
|
the diversion of the attention of our engineering personnel from product development efforts;
|
•
|
our having to defend against litigation related to defective products or related property damage or personal injury; and
|
•
|
damage to our reputation in the industry that could adversely affect our relationships with our customers.
|
•
|
political, social and economic instability, including wars, terrorism, political unrest, boycotts, curtailment of trade and other business restrictions;
|
•
|
volatile global economic conditions, including downturns in which some competitors may become more aggressive in their pricing practices, which would adversely impact our gross margin;
|
•
|
compliance with domestic and foreign export and import regulations, including pending changes thereto, and difficulties in obtaining and complying with domestic and foreign export, import and other governmental approvals, permits and licenses;
|
•
|
local laws and practices that favor local companies, including business practices in which we are prohibited from engaging by the Foreign Corrupt Practices Act and other anti-corruption laws and regulations;
|
•
|
difficulties in staffing and managing foreign operations;
|
•
|
natural disasters, including earthquakes, tsunamis and floods;
|
•
|
trade restrictions, higher tariffs, or changes in cross border taxation, particularly in light of the recently imposed tariffs announced by the Trump administration;
|
•
|
transportation delays;
|
•
|
difficulties of managing distributors;
|
•
|
less effective protection of intellectual property than is afforded to us in the United States or other developed countries;
|
•
|
inadequate local infrastructure; and
|
•
|
exposure to local banking, currency control and other financial-related risks.
|
•
|
stop selling, offering for sale, making, having made or exporting products or using technology that contains the allegedly infringing intellectual property;
|
•
|
limit or restrict the type of work that employees involved in such litigation may perform for us;
|
•
|
pay substantial damages and/or license fees and/or royalties to the party claiming infringement or other license violations that could adversely impact our liquidity or operating results;
|
•
|
attempt to obtain or renew licenses to the relevant intellectual property, which licenses may not be available on reasonable terms or at all; and
|
•
|
attempt to redesign those products that contain the allegedly infringing intellectual property.
|
•
|
the possibility of environmental contamination and the costs associated with remediating any environmental problems;
|
•
|
adverse changes in the value of these properties due to interest rate changes, changes in the neighborhood in which the property is located, or other factors;
|
•
|
the possible need for structural improvements in order to comply with zoning, seismic and other legal or regulatory requirements;
|
•
|
the potential disruption of our business and operations arising from or connected with a relocation due to moving to or renovating the facility;
|
•
|
increased cash commitments for improvements to the buildings or the property, or both;
|
•
|
increased operating expenses for the buildings or the property, or both;
|
•
|
possible disputes with tenants or other third parties related to the buildings or the property, or both;
|
•
|
failure to achieve expected cost savings due to extended non-occupancy of a vacated property intended to be leased; and
|
•
|
the risk of financial loss in excess of amounts covered by insurance, or uninsured risks, such as the loss caused by damage to the buildings as a result of earthquakes, floods and/or other natural disasters.
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
Filed herewith
|
#
|
Management contracts or compensation plans or arrangements 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.
|
|
MARVELL TECHNOLOGY GROUP LTD.
|
|
|
||
Date: September 12, 2018
|
By:
|
/s/ JEAN HU
|
|
|
Jean Hu
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
•
|
Time Based RSU Award (TBRSU)
- a restricted stock unit award of common shares of Marvell equal to: $2,100,000 / Share Price (as defined below) rounded down to the nearest whole share (such amount is the “target” number).
|
•
|
Performance Based RSU Award based on Total Shareholder Return (TSR-RSU)
– a restricted stock unit award of common shares of Marvell equal to: $700,000 / Share Price (as defined below), rounded down to the nearest whole share (such amount is the “target” number).
|
•
|
Performance Based RSU Award based on Operating Performance Metrics (OP-RSU)
– a restricted stock unit award of common shares of Marvell equal to: $700,000 / Share Price (as defined below), rounded down to the nearest whole share (such amount is the “target” number)
|
(1)
|
The Company agrees that on or any time after the Transaction closing you can elect to cause up to one half of the unvested amount of each such outstanding award at the time of closing to vest without the need for your employment to terminate or for you to resign (such vested awards will be cashed out, less amounts withheld for taxes, at the market price on such date).
|
(2)
|
You agree that for a period of 18 months commencing with the Transaction closing date, payment of the above compensation or a change to your duties, authority or responsibilities shall not constitute a termination of employment or form the basis for a resignation for “Good Reason” or a similar term under any agreement you have with Cavium or its parents, subsidiaries, or affiliates.
|
(3)
|
You agree that any transfer from Cavium to the Company or any wholly-owned subsidiary of Marvell does not constitute a termination without cause.
|
•
|
A valid driver’s license and social security card, or
|
•
|
A current passport
|
•
|
Closing of the Transaction;
|
•
|
Successful completion of a routine background investigation;
|
•
|
The Company’s receipt from you of a signed New Hire Employee Agreement, which contains the Company's Confidential Information and Invention Assignment Agreement and Arbitration Agreement; and
|
•
|
Completion of visa, license requirements, and government restricted party screening requirements, if applicable.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Marvell Technology Group Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: September 12, 2018
|
By:
|
/s/ MATTHEW J. MURPHY
|
|
|
Matthew J. Murphy
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Marvell Technology Group Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: September 12, 2018
|
By:
|
/s/ JEAN HU
|
|
|
Jean Hu
Chief Financial Officer
(Principal Financial Officer)
|
(i)
|
the Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter ended
August 4, 2018
(the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Date: September 12, 2018
|
By:
|
/s/ MATTHEW J. MURPHY
|
|
|
Matthew J. Murphy
President and Chief Executive Officer
(Principal Executive Officer)
|
(i)
|
the Quarterly Report of the Registrant on Form 10-Q for the fiscal quarter ended
August 4, 2018
(the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
Date: September 12, 2018
|
By:
|
/s/ JEAN HU
|
|
|
Jean Hu
Chief Financial Officer
(Principal Financial Officer)
|