Cover Page
Cover Page - shares | 6 Months Ended | |
Aug. 01, 2020 | Aug. 21, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Aug. 1, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-30877 | |
Entity Registrant Name | MARVELL TECHNOLOGY GROUP LTD | |
Entity Incorporation, State or Country Code | D0 | |
Entity Tax Identification Number | 77-0481679 | |
Entity Address, Address Line One | Canon’s Court, 22 Victoria Street | |
Entity Address, City or Town | Hamilton | |
Entity Address, Postal Zip Code | HM 12 | |
Entity Address, Country | BM | |
City Area Code | 441 | |
Local Phone Number | 296-6395 | |
Title of 12(b) Security | Common Stock, par value $0.002 per share | |
Trading Symbol | MRVL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 670,200,000 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001058057 | |
Current Fiscal Year End Date | --01-30 |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Aug. 01, 2020 | Feb. 01, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 831,534 | $ 647,604 |
Accounts receivable, net | 483,542 | 492,346 |
Inventories | 262,875 | 322,980 |
Prepaid expenses and other current assets | 54,136 | 74,567 |
Total current assets | 1,632,087 | 1,537,497 |
Property and equipment, net | 335,035 | 357,092 |
Goodwill | 5,337,405 | 5,337,405 |
Acquired intangible assets, net | 2,489,815 | 2,764,600 |
Deferred tax assets | 645,633 | 639,791 |
Other non-current assets | 486,507 | 496,850 |
Total assets | 10,926,482 | 11,133,235 |
Current liabilities: | ||
Accounts payable | 238,537 | 213,747 |
Accrued liabilities | 406,804 | 346,639 |
Accrued employee compensation | 131,241 | 149,780 |
Short-term debt | 448,248 | 0 |
Total current liabilities | 1,224,830 | 710,166 |
Long-term debt | 992,436 | 1,439,024 |
Other non-current liabilities | 291,679 | 305,465 |
Total liabilities | 2,508,945 | 2,454,655 |
Commitments and contingencies (Note 10) | ||
Shareholders’ equity: | ||
Common shares, $0.002 par value | 1,340 | 1,328 |
Additional paid-in capital | 6,225,242 | 6,135,939 |
Accumulated other comprehensive income | 450 | 0 |
Retained earnings | 2,190,505 | 2,541,313 |
Total shareholders’ equity | 8,417,537 | 8,678,580 |
Total liabilities and shareholders’ equity | $ 10,926,482 | $ 11,133,235 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Aug. 01, 2020 | Feb. 01, 2020 |
Statement of Financial Position [Abstract] | ||
Common shares, par value (in usd per share) | $ 0.002 | $ 0.002 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Income Statement [Abstract] | ||||
Net revenue | $ 727,297 | $ 656,568 | $ 1,420,938 | $ 1,319,020 |
Cost of goods sold | 368,041 | 305,866 | 734,780 | 606,890 |
Gross profit | 359,256 | 350,702 | 686,158 | 712,130 |
Operating expenses: | ||||
Research and development | 277,139 | 266,354 | 556,723 | 533,221 |
Selling, general and administrative | 112,794 | 113,990 | 234,821 | 223,995 |
Restructuring related charges | 120,590 | 16,586 | 141,877 | 22,268 |
Total operating expenses | 510,523 | 396,930 | 933,421 | 779,484 |
Operating loss | (151,267) | (46,228) | (247,263) | (67,354) |
Interest income | 577 | 1,077 | 1,635 | 2,345 |
Interest expense | (15,635) | (20,531) | (32,465) | (41,734) |
Other income (loss), net | (440) | (2,197) | 3,314 | (2,313) |
Interest and other income (loss), net | (15,498) | (21,651) | (27,516) | (41,702) |
Loss before income taxes | (166,765) | (67,879) | (274,779) | (109,056) |
Provision for income taxes | (8,872) | (10,548) | (3,853) | (3,275) |
Net loss | $ (157,893) | $ (57,331) | $ (270,926) | $ (105,781) |
Net income (loss) per share - basic (in dollars per share) | $ (0.24) | $ (0.09) | $ (0.41) | $ (0.16) |
Net income (loss) per share - diluted (in dollars per share) | $ (0.24) | $ (0.09) | $ (0.41) | $ (0.16) |
Weighted-average shares: | ||||
Basic (in shares) | 667,574 | 663,603 | 665,541 | 661,280 |
Diluted (in shares) | 667,574 | 663,603 | 665,541 | 661,280 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (157,893) | $ (57,331) | $ (270,926) | $ (105,781) |
Other comprehensive income, net of tax: | ||||
Net change in unrealized gain (loss) on cash flow hedges | (418) | 0 | 450 | 0 |
Other comprehensive income, net of tax | (418) | 0 | 450 | 0 |
Comprehensive loss, net of tax | $ (158,311) | $ (57,331) | $ (270,476) | $ (105,781) |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Balance at beginning of period (in shares) at Feb. 02, 2019 | 658,514 | ||||
Balance at beginning of period at Feb. 02, 2019 | $ 7,306,410 | $ 1,317 | $ 6,188,598 | $ 0 | $ 1,116,495 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares in connection with equity incentive plans (in shares) | 5,120 | ||||
Issuance of common shares in connection with equity incentive plans | 30,996 | $ 11 | 30,985 | ||
Tax withholdings related to net share settlement of restricted stock units | (28,756) | (28,756) | |||
Share-based compensation | 59,422 | 59,422 | |||
Repurchase of common stock (in shares) | (2,359) | ||||
Repurchase of common stock | (50,023) | $ (5) | (50,018) | ||
Cash dividends declared and paid ($0.06 per share) | (39,467) | (39,467) | |||
Net loss | (48,450) | (48,450) | |||
Balance at end of period (in shares) at May. 04, 2019 | 661,275 | ||||
Balance at end of period at May. 04, 2019 | $ 7,230,132 | $ 1,323 | 6,200,231 | 0 | 1,028,578 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cash dividends paid (in dollars per share) | $ 0.06 | ||||
Cash dividends declared (in dollars per share) | $ 0.06 | ||||
Balance at beginning of period (in shares) at Feb. 02, 2019 | 658,514 | ||||
Balance at beginning of period at Feb. 02, 2019 | $ 7,306,410 | $ 1,317 | 6,188,598 | 0 | 1,116,495 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (105,781) | ||||
Other comprehensive income | 0 | ||||
Balance at end of period (in shares) at Aug. 03, 2019 | 666,815 | ||||
Balance at end of period at Aug. 03, 2019 | 7,203,812 | $ 1,334 | 6,271,120 | 0 | 931,358 |
Balance at beginning of period (in shares) at May. 04, 2019 | 661,275 | ||||
Balance at beginning of period at May. 04, 2019 | 7,230,132 | $ 1,323 | 6,200,231 | 0 | 1,028,578 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares in connection with equity incentive plans (in shares) | 6,167 | ||||
Issuance of common shares in connection with equity incentive plans | 50,506 | $ 12 | 50,494 | ||
Tax withholdings related to net share settlement of restricted stock units | (32,881) | (32,881) | |||
Share-based compensation | 64,117 | 64,117 | |||
Issuance of warrant for common stock | 3,407 | 3,407 | |||
Repurchase of common stock (in shares) | (627) | ||||
Repurchase of common stock | (14,249) | $ (1) | (14,248) | ||
Cash dividends declared and paid ($0.06 per share) | (39,889) | (39,889) | |||
Net loss | (57,331) | (57,331) | |||
Other comprehensive income | 0 | ||||
Balance at end of period (in shares) at Aug. 03, 2019 | 666,815 | ||||
Balance at end of period at Aug. 03, 2019 | $ 7,203,812 | $ 1,334 | 6,271,120 | 0 | 931,358 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cash dividends paid (in dollars per share) | $ 0.06 | ||||
Cash dividends declared (in dollars per share) | $ 0.06 | ||||
Balance at beginning of period (in shares) at Feb. 01, 2020 | 663,481 | ||||
Balance at beginning of period at Feb. 01, 2020 | $ 8,678,580 | $ 1,328 | 6,135,939 | 0 | 2,541,313 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares in connection with equity incentive plans (in shares) | 2,993 | ||||
Issuance of common shares in connection with equity incentive plans | 5,471 | $ 5 | 5,466 | ||
Tax withholdings related to net share settlement of restricted stock units | (31,498) | (31,498) | |||
Share-based compensation | 60,199 | 60,199 | |||
Repurchase of common stock (in shares) | (1,251) | ||||
Repurchase of common stock | (25,202) | $ (3) | (25,199) | ||
Cash dividends declared and paid ($0.06 per share) | (39,763) | (39,763) | |||
Net loss | (113,033) | (113,033) | |||
Other comprehensive income | 868 | 868 | |||
Balance at end of period (in shares) at May. 02, 2020 | 665,223 | ||||
Balance at end of period at May. 02, 2020 | $ 8,535,622 | $ 1,330 | 6,144,907 | 868 | 2,388,517 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cash dividends paid (in dollars per share) | $ 0.06 | ||||
Cash dividends declared (in dollars per share) | $ 0.06 | ||||
Balance at beginning of period (in shares) at Feb. 01, 2020 | 663,481 | ||||
Balance at beginning of period at Feb. 01, 2020 | $ 8,678,580 | $ 1,328 | 6,135,939 | 0 | 2,541,313 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (270,926) | ||||
Other comprehensive income | 450 | ||||
Balance at end of period (in shares) at Aug. 01, 2020 | 670,017 | ||||
Balance at end of period at Aug. 01, 2020 | 8,417,537 | $ 1,340 | 6,225,242 | 450 | 2,190,505 |
Balance at beginning of period (in shares) at May. 02, 2020 | 665,223 | ||||
Balance at beginning of period at May. 02, 2020 | 8,535,622 | $ 1,330 | 6,144,907 | 868 | 2,388,517 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common shares in connection with equity incentive plans (in shares) | 4,794 | ||||
Issuance of common shares in connection with equity incentive plans | 42,773 | $ 10 | 42,763 | ||
Tax withholdings related to net share settlement of restricted stock units | (25,212) | (25,212) | |||
Share-based compensation | 62,784 | 62,784 | |||
Cash dividends declared and paid ($0.06 per share) | (40,119) | (40,119) | |||
Net loss | (157,893) | (157,893) | |||
Other comprehensive income | (418) | (418) | |||
Balance at end of period (in shares) at Aug. 01, 2020 | 670,017 | ||||
Balance at end of period at Aug. 01, 2020 | $ 8,417,537 | $ 1,340 | $ 6,225,242 | $ 450 | $ 2,190,505 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cash dividends paid (in dollars per share) | $ 0.06 | ||||
Cash dividends declared (in dollars per share) | $ 0.06 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||
Aug. 01, 2020 | May 02, 2020 | Aug. 03, 2019 | May 04, 2019 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividends declared (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 |
Cash dividends paid (in dollars per share) | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 |
UNAUDITED CONDENSED CONSOLIDA_7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Aug. 01, 2020 | Aug. 03, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (270,926) | $ (105,781) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 102,088 | 76,580 |
Share-based compensation | 122,273 | 122,274 |
Amortization of acquired intangible assets | 224,501 | 160,707 |
Amortization of inventory fair value adjustment associated with acquisitions | 17,284 | 0 |
Restructuring related impairment charges | 117,546 | 10,097 |
Other expense, net | 14,910 | 14,534 |
Deferred income taxes | (444) | 2,374 |
Changes in assets and liabilities: | ||
Accounts receivable | 8,804 | 40,376 |
Inventories | 35,801 | 8,674 |
Prepaid expenses and other assets | (3,015) | (7,993) |
Accounts payable | 29,647 | 22,497 |
Accrued liabilities and other non-current liabilities | 21,528 | (80,117) |
Accrued employee compensation | (18,539) | (25,266) |
Net cash provided by operating activities | 401,458 | 238,956 |
Cash flows from investing activities: | ||
Purchases of technology licenses | (6,764) | (1,522) |
Purchases of property and equipment | (52,883) | (42,193) |
Other, net | 699 | (389) |
Net cash used in investing activities | (58,948) | (44,104) |
Cash flows from financing activities: | ||
Repurchases of common stock | (25,202) | (64,272) |
Proceeds from employee stock plans | 48,234 | 81,314 |
Tax withholding paid on behalf of employees for net share settlement | (56,714) | (61,642) |
Dividend payments to shareholders | (79,882) | (79,356) |
Payments on technology license obligations | (42,509) | (28,324) |
Principal payments of debt | 0 | (50,000) |
Other, net | (2,507) | (1,486) |
Net cash used in financing activities | (158,580) | (203,766) |
Net increase (decrease) in cash and cash equivalents | 183,930 | (8,914) |
Cash and cash equivalents at beginning of period | 647,604 | 582,410 |
Cash and cash equivalents at end of period | $ 831,534 | $ 573,496 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Aug. 01, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements of Marvell Technology Group Ltd., a Bermuda exempted company, and its wholly owned subsidiaries (the “Company”), as of and for the three and six months ended August 1, 2020, have been prepared as required by the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted as permitted by the SEC. These unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company's fiscal year 2020 audited financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended February 1, 2020. In the opinion of management, the financial statements include all adjustments, including normal recurring adjustments and other adjustments, that are considered necessary for fair presentation of the Company’s financial position and results of operations. All inter-company accounts and transactions have been eliminated. Operating results for the periods presented herein are not necessarily indicative of the results that may be expected for the entire year. Certain prior year amounts have been reclassified to conform to current year presentation. These amounts were not material to any of the periods presented. These financial statements should also be read in conjunction with the Company’s critical accounting policies included in the Company’s Annual Report on Form 10-K for the year ended February 1, 2020 and those included in this Form 10-Q below. The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. Accordingly, every fifth or sixth fiscal year will have a 53-week period. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2020 had a 52-week year. Fiscal 2021 is a 52-week year. Use of Estimates |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Aug. 01, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Pronouncements Recently Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard requiring financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard eliminates the probable initial recognition threshold and reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The new standard was adopted by the Company on February 2, 2020 and did not have a material effect on the Company's consolidated financial statements. In August 2018, the FASB issued an accounting standards update to align the requirements for capitalizing implementation costs incurred in a software hosting arrangement that is a service contract and costs to develop or obtain internal-use software. The new standard was adopted by the Company on February 2, 2020 on a prospective basis and did not have a material effect on the Company's consolidated financial statements. In August 2018, the FASB issued an accounting standards update that modifies the disclosure requirements on fair value measurements. The new guidance adds, modifies and removes certain fair value measurement disclosure requirements. The new standard was adopted by the Company on February 2, 2020 and did not have a material effect on the Company's consolidated financial statements. In November 2018, the FASB issued an accounting standards update that clarifies when transactions between participants in a collaborative arrangement are within the scope of the new revenue recognition standard that the Company adopted at the beginning of fiscal 2019. The new standard was adopted by the Company on February 2, 2020 and did not have a material effect on the Company's consolidated financial statements. Accounting Pronouncements Not Yet Effective In December 2019, the FASB issued an accounting standards update that simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation and modified the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes. The guidance is effective for the Company beginning in the first quarter of fiscal year 2022, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. |
Business Combinations
Business Combinations | 6 Months Ended |
Aug. 01, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Avera On November 5, 2019, the Company completed the acquisition of Avera, the ASIC business of GlobalFoundries. Avera is a leading provider of ASIC semiconductor solutions. The Company acquired Avera to expand its ASIC design capabilities. Total purchase consideration consisted of cash consideration paid to GlobalFoundries of $593.5 million, net of working capital and other adjustments. An additional $90 million in cash would have been paid to acquire additional assets if certain conditions were satisfied. GlobalFoundries and the Company have agreed to terminate this requirement to acquire the additional assets. The purchase consideration allocation set forth herein is preliminary and may be revised as additional information becomes available during the measurement period of up to 12 months from the closing date of the acquisition. Any such revisions or changes may be material. The purchase price allocation is as follows (in thousands): Inventories $ 106,465 Prepaid expenses and other current assets 17,495 Property and equipment, net 25,677 Acquired intangible assets, net 379,000 Other non-current assets 6,870 Goodwill 129,392 Accrued liabilities (64,155) Deferred tax liabilities (6,594) Other non-current liabilities (650) Total merger consideration $ 593,500 The Company incurred total acquisition related costs of $5.7 million related to the acquisition. Aquantia Corp. On September 19, 2019, the Company completed the acquisition of Aquantia. Aquantia is a manufacturer of high speed transceivers which includes copper and optical physical layer products. The Company acquired Aquantia to further its position in automatic in-vehicle networking and strengthen its multi-gig ethernet PHY portfolio for enterprise infrastructure, data center and access application. The total consideration paid to acquire Aquantia, which consisted of cash and share based compensation awards was approximately $502.2 million. The merger consideration allocation set forth herein is preliminary and may be revised as additional information becomes available during the measurement period of up to 12 months from the closing date of the acquisition. Any such revisions or changes may be material. The purchase price allocation is as follows (in thousands): Cash and short term investments $ 27,914 Inventory 33,900 Acquired intangible assets 193,000 Goodwill 227,594 Other non-current assets 35,123 Accrued liabilities (21,813) Other, net 6,471 Total merger consideration $ 502,189 The Company incurred total acquisition related costs of $5.3 million related to the acquisition. Unaudited Supplemental Pro Forma Information The unaudited supplemental pro forma financial information presented below is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisitions had been completed on the date indicated, does not reflect synergies that might have been achieved, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions the Company believes are reasonable under the circumstances. The following unaudited supplemental pro forma information presents the combined results of operations for each of the periods presented, as if Avera and Aquantia had been acquired as of the beginning of fiscal year 2019. The unaudited supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets and property and equipment, adjustments to share-based compensation expense, the purchase accounting effect on inventories acquired, interest expense, and transaction costs. The unaudited supplemental pro forma information presented below is for informational purposes only and is not necessarily indicative of our unaudited condensed consolidated results of operations of the combined business had the Avera and Aquantia acquisitions actually occurred at the beginning of fiscal year 2019 or of the results of our future operations of the combined business. The unaudited supplemental pro forma financial information for the periods presented is as follows (in thousands): Six Months Ended August 3, Pro forma net revenue $ 1,516,163 Pro forma net loss $ (195,602) |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets, Net | 6 Months Ended |
Aug. 01, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets, Net | Goodwill and Acquired Intangible Assets, Net Goodwill Goodwill represents the excess of the purchase price over the fair value of net tangible and identifiable intangible assets acquired in a business combination. The carrying value of goodwill as of August 1, 2020 and February 1, 2020 is $5.3 billion. See “Note 3 - Business Combinations” for discussion of the acquisitions. Acquired Intangible Assets, Net In connection with the Cavium acquisition on July 6, 2018, the Aquantia acquisition on September 19, 2019 and the Avera acquisition on November 5, 2019, the Company recognized $3.3 billion of intangible assets. As of August 1, 2020 and February 1, 2020, net carrying amounts are as follows (in thousands, except for weighted-average remaining amortization period): August 1, 2020 Gross Carrying Amounts Accumulated Amortization Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years) Developed technologies $ 2,441,000 $ (557,810) $ 1,883,190 6.01 Customer contracts and related relationships 643,000 (178,892) 464,108 6.12 Trade names 23,000 (11,483) 11,517 2.55 Total acquired amortizable intangible assets $ 3,107,000 $ (748,185) $ 2,358,815 6.01 IPR&D 131,000 — 131,000 n/a Total acquired intangible assets $ 3,238,000 $ (748,185) $ 2,489,815 The Company regularly analyzes the results of its business to determine whether events or circumstances exist that indicate whether the carrying amount of the intangible assets may not be recoverable. During the quarter ended August 1, 2020, impairment charges of $50.3 million related to certain intangible assets acquired from Cavium were recognized as part of restructuring actions. The gross carrying amounts and the accumulated amortization of those impaired intangible assets were excluded from the table above. See “Note 5 - Restructuring” for additional information. February 1, 2020 Gross Carrying Amounts Accumulated Amortization Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years) Developed technologies $ 2,511,000 $ (413,735) $ 2,097,265 6.41 Customer contracts and related relationships 643,000 (128,939) 514,061 6.61 Trade names 23,000 (8,726) 14,274 2.96 Total acquired amortizable intangible assets $ 3,177,000 $ (551,400) $ 2,625,600 6.43 IPR&D 139,000 — 139,000 n/a Total acquired intangible assets $ 3,316,000 $ (551,400) $ 2,764,600 The intangible assets are amortized on a straight-line basis over the estimated useful lives, except for certain Cavium customer contracts and related relationships, which are amortized using an accelerated method of amortization over the expected customer lives, which more closely align with the pattern of realization of economic benefits expected to be obtained. The IPR&D will be accounted for as an indefinite-lived intangible asset and will not be amortized until the underlying projects reach technological feasibility and commercial production at which point the IPR&D will be amortized over the estimated useful life. Useful lives for these IPR&D projects are expected to range between 3 to 10 years. In the event the IPR&D is abandoned, the related assets will be written off. Amortization for acquired intangible assets for the three and six months ended August 1, 2020 was $111.6 million and $224.5 million, respectively. Amortization expense for acquired intangible assets for the three and six months ended August 3, 2019 was $81.0 million and $160.7 million, respectively. The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of August 1, 2020 (in thousands): Fiscal Year Amount Remainder of 2021 $ 218,866 2022 428,015 2023 414,937 2024 393,863 2025 354,012 Thereafter 549,122 $ 2,358,815 |
Restructuring
Restructuring | 6 Months Ended |
Aug. 01, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring The Company continuously evaluates its existing operations to increase operational efficiency, decrease costs and increase profitability. In November 2019, as part of the integration of the acquired Avera business, the Company initiated a restructuring plan intended to further achieve the aforementioned goals. The Company expects to complete these restructuring actions by the end of fiscal 2021. During the second quarter ended August 1, 2020, the Company made changes to the scope of its server processor product line in response to changes in the associated market. The Company is transitioning its product offering from standard server processors to the broad server market to focus only on customized server processors for a few targeted customers. This change in strategy required the Company to assess whether the carrying value of the associated assets would be recoverable. As a result of the assessment, the Company determined the carrying amount of certain impacted assets are not recoverable, which have resulted in recognition of $119.0 million of restructuring related charges associated with the server processor product line. The charges include $50.3 million in impairment of acquired intangibles, $36.0 million in purchased IP licenses and $32.7 million in equipment and inventory impairment and other related restructuring charges. The Company expects to complete these restructuring actions by the end of fiscal 2022. The following table provides a summary of restructuring related charges, including the impairments described above, as presented in the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended August 1, August 3, August 1, August 3, Cost of goods sold $ 9,594 $ — $ 9,594 $ — Restructuring related charges 120,590 16,586 141,877 22,268 $ 130,184 $ 16,586 $ 151,471 $ 22,268 The following table presents details related to the restructuring related charges as presented in the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended August 1, August 3, August 1, August 3, Severance and related costs $ 10,822 $ 7,139 $ 27,825 $ 8,627 Facilities and related costs 2,130 7,359 6,084 11,044 Other exit-related costs 117,807 2,632 118,207 3,456 130,759 17,130 152,116 23,127 Release of reserves: Severance (541) — (541) — Facilities and related costs (34) (544) (104) (732) Other exit-related costs — — — (127) $ 130,184 $ 16,586 $ 151,471 $ 22,268 The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by each major type of cost associated with the restructuring charges (in thousands): Severance and Related Costs Facilities and Related Costs Other Exit-Related Costs Total Balance at February 1, 2020 $ 13,228 $ 653 $ 547 $ 14,428 Restructuring charges (1) 27,825 2,262 6,079 36,166 Release of reserves — (104) — (104) Net cash payments (28,548) (2,590) (844) (31,982) Exchange rate adjustment (17) — — (17) Balance at August 1, 2020 (1) 12,488 221 5,782 18,491 Less: non-current portion — 82 589 671 Current portion $ 12,488 $ 139 $ 5,193 $ 17,820 (1) Impairment charges of $112.1 million recognized in the current quarter associated with the server processor product line were recorded directly to the unaudited condensed consolidated statement of operations and were not included in the above liabilities during the second quarter ended August 1, 2020. |
Revenue
Revenue | 6 Months Ended |
Aug. 01, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The majority of the Company's revenue is generated from sales of the Company’s products. The following table summarizes net revenue disaggregated by product group (in thousands, except percentages): Three Months Ended Six Months Ended August 1, % of Total August 3, % of Total August 1, % of Total August 3, % of Total Net revenue by product group: Networking (1) $ 406,008 56 % $ 329,605 50 % $ 799,928 56 % $ 670,949 51 % Storage (2) 290,495 40 % 274,905 42 % 549,183 39 % 553,572 42 % Other (3) 30,794 4 % 52,058 8 % 71,827 5 % 94,499 7 % $ 727,297 $ 656,568 $ 1,420,938 $ 1,319,020 (1) Networking products are comprised primarily of Ethernet Solutions, Embedded Processors and Custom ASICs. (2) Storage products are comprised primarily of Storage Controllers and Fibre Channel Adapters. (3) Other products are comprised primarily of Printer Solutions. The following table summarizes net revenue disaggregated by primary geographical market based on destination of shipment (in thousands, except percentages): Three Months Ended Six Months Ended August 1, % of Total August 3, % of Total August 1, % of Total August 3, % of Total Net revenue based on destination of shipment: China $ 303,183 42 % $ 286,310 44 % $ 583,329 41 % $ 532,444 40 % United States 86,831 12 % 55,580 8 % 168,062 12 % 128,586 10 % Thailand 60,464 8 % 63,511 10 % 128,008 9 % 110,177 8 % Malaysia 60,186 8 % 36,019 5 % 124,853 9 % 99,339 8 % Philippines 49,554 7 % 60,287 9 % 74,129 5 % 122,774 9 % Japan 37,585 5 % 41,120 6 % 71,865 5 % 80,090 6 % Other 129,494 18 % 113,741 18 % 270,692 19 % 245,610 19 % $ 727,297 $ 656,568 $ 1,420,938 $ 1,319,020 These destinations of shipment are not necessarily indicative of the geographic location of the Company's end customers or the country in which the Company's end customers sell devices containing the Company's products. For example, a substantial majority of the shipments made to China relate to sales to non-China based customers that have factories or contract manufacturing operations located within China. The following table summarizes net revenue disaggregated by customer type (in thousands, except percentages): Three Months Ended Six Months Ended August 1, % of Total August 3, % of Total August 1, % of Total August 4, % of Total Net revenue by customer type: Direct customers $ 541,348 74 % $ 484,743 74 % $ 1,072,752 75 % $ 999,301 76 % Distributors 185,949 26 % 171,825 26 % 348,186 25 % 319,719 24 % $ 727,297 $ 656,568 $ 1,420,938 $ 1,319,020 Contract Liabilities Contract liabilities consist of the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration or the amount is due from the customer. As of August 1, 2020, contract liability balances are comprised of variable consideration estimated based on a portfolio basis using the expected value methodology based on analysis of historical data, current economic conditions, and contractual terms. Variable consideration estimates consist of the estimated returns, price discounts, price protection, rebates, and stock rotation programs. As of the end of a reporting period, some of the performance obligations associated with contracts will have been unsatisfied or only partially satisfied. In accordance with the practical expedients available in the guidance, the Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected duration of one year or less. Contract liabilities are included in accrued liabilities in the unaudited condensed consolidated balance sheets. The opening balance of contract liabilities at the beginning of the first quarter of fiscal year 2021 was $111.5 million. During the six months ended August 1, 2020, contract liabilities increased by $417.5 million associated with variable consideration estimates, offset by $398.4 million decrease in such reserves primarily due to credit memos issued to customers. The ending balance of contract liabilities as of the second quarter of fiscal year 2021 was $130.6 million. The amount of revenue recognized during the six months ended August 1, 2020 that was included in the contract liabilities balance at February 1, 2020 was not material. Sales Commissions The Company has elected to apply the practical expedient to expense commissions when incurred as the amortization period is typically one year or less. These costs are recorded in selling, general and administrative expenses in the unaudited condensed consolidated statements of operations. |
Supplemental Financial Informat
Supplemental Financial Information | 6 Months Ended |
Aug. 01, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Financial Information | Supplemental Financial Information (in thousands) Consolidated Balance Sheets August 1, February 1, Inventories: Work-in-process $ 177,783 $ 216,496 Finished goods 85,092 106,484 Inventories $ 262,875 $ 322,980 August 1, February 1, Property and equipment, net: Machinery and equipment $ 683,143 $ 686,351 Land, buildings, and leasehold improvements 290,217 285,084 Computer software 101,942 100,613 Furniture and fixtures 26,159 24,582 1,101,461 1,096,630 Less: Accumulated depreciation and amortization (766,426) (739,538) Property and equipment, net $ 335,035 $ 357,092 August 1, February 1, Other non-current assets: Technology and other licenses $ 238,235 $ 277,634 Operating right-of-use assets 118,901 110,907 Prepaid ship and debit * 87,159 75,362 Other 42,212 32,947 Other non-current assets $ 486,507 $ 496,850 * Prepaid ship and debit of $87.2 million and $75.4 million as of August 1, 2020 and February 1, 2020, respectively, relate to certain prepaid distributor arrangements for ship and debit claims. August 1, February 1, Accrued liabilities: Contract liabilities $ 130,575 $ 111,486 Technology license obligations 91,323 71,623 Deferred non-recurring engineering credits 66,374 51,109 Lease liabilities - current 31,762 28,662 Accrued restructuring 17,820 14,302 Accrued income tax payable 12,063 6,133 Accrued royalty 9,857 10,927 Other 47,030 52,397 Accrued liabilities $ 406,804 $ 346,639 August 1, February 1, Other non-current liabilities Lease liabilities - non current $ 120,464 $ 115,778 Technology license obligations 85,866 107,893 Deferred tax liabilities 36,631 31,233 Non-current income tax payable 25,084 37,983 Other 23,634 12,578 Other non-current liabilities $ 291,679 $ 305,465 Accumulated Other Comprehensive Income The changes in accumulated other comprehensive income by components for the current period are presented in the following table: Unrealized Gain Balance at February 1, 2020 $ — Other comprehensive income before reclassifications 1,214 Amounts reclassified from accumulated other comprehensive income (764) Net current-period other comprehensive income, net of tax 450 Balance at August 1, 2020 $ 450 As of August 3, 2019, there were no changes in accumulated other comprehensive income (loss). Share Repurchase Program On November 17, 2016, the Company announced that its Board of Directors authorized a $1.0 billion share repurchase plan. The newly authorized stock repurchase program replaced in its entirety the prior $3.25 billion stock repurchase program. On October 16, 2018, the Company announced that its Board of Directors authorized a $700 million addition to the balance of its existing share repurchase program. As of August 1, 2020, there was $564.5 million remaining available for future share repurchases. The Company intends to effect share repurchases in accordance with the conditions of Rule 10b-18 under the Exchange Act, but may also make repurchases in the open market outside of Rule 10b-18 or in privately negotiated transactions. The share repurchase program will be subject to market conditions and other factors, and does not obligate the Company to repurchase any dollar amount or number of its common shares and the repurchase program may be extended, modified, suspended or discontinued at any time. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Aug. 01, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is an exit price representing the amount that would be received in the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, the accounting guidance establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1—Observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2—Other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs that are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s Level 1 assets include institutional money-market funds that are classified as cash equivalents and which are valued primarily using quoted market prices. The Company’s Level 2 assets include time deposits, as the market inputs used to value these instruments consist of market yields. In addition, forward contracts and the severance pay fund are classified as Level 2 assets as the valuation inputs are based on quoted prices and market observable data of similar instruments. The tables below set forth, by level, the Company’s assets and liabilities that are measured at fair value on a recurring basis. The tables do not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measurements at August 1, 2020 Level 1 Level 2 Level 3 Total Items measured at fair value on a recurring basis: Assets Cash equivalents: Money market funds $ 4,950 $ — $ — $ 4,950 Time deposits — 122,840 — 122,840 Prepaid expenses and other current assets: Foreign currency forward contracts — 450 — 450 Other non-current assets: Severance pay fund — 579 — 579 Total assets $ 4,950 $ 123,869 $ — $ 128,819 Fair Value Measurements at February 1, 2020 Level 1 Level 2 Level 3 Total Items measured at fair value on a recurring basis: Assets Cash equivalents: Money market funds $ 46,355 $ — $ — $ 46,355 Time deposits — 88,177 — 88,177 Other non-current assets: Severance pay fund — 693 — 693 Total assets $ 46,355 $ 88,870 $ — $ 135,225 Fair Value of Debt |
Debt
Debt | 6 Months Ended |
Aug. 01, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt In connection with the acquisition of Cavium, the Company executed debt agreements in June 2018 to obtain a $900 million term loan, a $500 million revolving credit facility and $1.0 billion of senior unsecured notes. Term Loan and Revolving Credit Facility On June 13, 2018, the Company entered into a credit agreement (“Credit Agreement”) with twelve lenders. The Credit Agreement provides for borrowings of: (i) up to $500.0 million in the form of a revolving line of credit ("Revolving Credit Facility") and (ii) $900.0 million in the form of a term loan (“Term Loan”). The proceeds of the Term Loan were used to fund a portion of the cash consideration for the Cavium acquisition, repay Cavium’s debt, and pay transaction expenses in connection with the Cavium acquisition. The proceeds of the Revolving Credit Facility are intended for general corporate purposes of the Company and its subsidiaries, which may include, among other things, the financing of acquisitions, the refinancing of other indebtedness and the payment of transaction expenses related to the foregoing. As of August 1, 2020, there was no outstanding balance related to the Revolving Credit Facility. Following is further detail of the terms of the various debt agreements. The Term Loan has a three five The Company currently carries debt that rely on the LIBOR as the benchmark rate, with the Term Loan maturing on July 6, 2021. LIBOR is expected to be phased out as a benchmark rate by the end of 2021. The Company expects its debt to continue to use LIBOR until the rate is no longer available or a relevant governmental authority makes a public statement that LIBOR will no longer be available after a certain date. To the extent LIBOR ceases to exist, the Company will need to amend its credit agreements that utilize LIBOR as a factor in determining the interest rate. Currently, there is not a firm timeframe for this change. This update currently has no foreseeable impact on the Company's unaudited condensed consolidated financial statements; however, it may have an effect in the future. The Credit Agreement requires that the Company and its subsidiaries comply, subject to certain exceptions, with covenants relating to customary matters such as creating or permitting certain liens, entering into sale and leaseback transactions, consolidating, merging, liquidating or dissolving, and entering into restrictive agreements. It also prohibits subsidiaries of the Company from incurring additional indebtedness, and requires the Company to comply with a leverage ratio financial covenant as of the end of any fiscal quarter. As of August 1, 2020, the Company was in compliance with all of its debt covenants. Senior Unsecured Notes On June 22, 2018, the Company completed a public offering of (i) $500.0 million aggregate principal amount of the Company's 4.200% Senior Notes due 2023 (the “2023 Notes”) and (ii) $500.0 million aggregate principal amount of the Company's 4.875% Senior Notes due 2028 (the “2028 Notes” and, together with the 2023 Notes, the “Senior Notes”). The 2023 Notes mature on June 22, 2023 and the 2028 Notes mature on June 22, 2028. The stated and effective interest rates for the 2023 Notes are 4.200% and 4.423%, respectively. The stated and effective interest rates for the 2028 Notes are 4.875% and 5.012%, respectively. The Company may redeem the Senior Notes, in whole or in part, at any time prior to their maturity at the redemption prices set forth in Senior Notes. In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a ratings event involving the Senior Notes being rated below investment grade), the Company will be required to make an offer to repurchase the Senior Notes at a price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the repurchase date. The indenture governing the Senior Notes also contains certain limited covenants restricting the Company’s ability to incur certain liens, enter into certain sale and leaseback transactions and merge or consolidate with any other entity or convey, transfer or lease all or substantially all of the Company’s properties or assets to another person, which, in each case, are subject to certain qualifications and exceptions. Summary of Borrowings and Outstanding Debt The following table summarizes the Company's outstanding debt at August 1, 2020 and February 1, 2020 (in thousands): August 1, February 1, Face Value Outstanding: Term Loan $ 450,000 $ 450,000 2023 Notes 500,000 500,000 2028 Notes 500,000 500,000 Total borrowings $ 1,450,000 $ 1,450,000 Less: Unamortized debt discount and issuance cost (9,316) (10,976) Net carrying amount of debt $ 1,440,684 $ 1,439,024 Less: Current portion (1) 448,248 — Non-current portion $ 992,436 $ 1,439,024 (1) As of August 1, 2020, the current portion of outstanding debt includes the Term Loan, which is due within twelve months. The Company intends to repay the amount with operating cash flow. During the three and six months ended August 1, 2020, the Company recognized $14.1 million and $29.5 million of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding Term Loan and Senior Notes, respectively. During the three and six months ended August 3, 2019, the Company recognized $19.9 million and $39.2 million of interest expense in its unaudited condensed consolidated statements of operations related to interest, amortization of debt issuance costs and accretion of discount associated with the outstanding Term Loan and Senior Notes, respectively. As of August 1, 2020, the aggregate future contractual maturities of the Company's outstanding debt, at face value, were as follows (in thousands): Fiscal Year Amount Remainder of 2021 $ — 2022 450,000 2023 — 2024 500,000 2025 — Thereafter 500,000 Total $ 1,450,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Aug. 01, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Purchase Commitments Under the Company’s manufacturing relationships with its foundry partners, cancellation of outstanding purchase orders is allowed but requires payment of all costs and expenses incurred through the date of cancellation. As of August 1, 2020, these foundries had incurred approximately $186.5 million of manufacturing costs and expenses relating to the Company’s outstanding purchase orders. Contingencies and Legal Proceedings The Company currently is, and may from time to time become, a party to claims, lawsuits, governmental inquiries, inspections or investigations and other legal proceedings (collectively, “Legal Matters”) arising in the course of its business. Such Legal Matters, even if not meritorious, could result in the expenditure of significant financial and managerial resources. The Company is currently unable to predict the final outcome of its pending Legal Matters and therefore cannot determine the likelihood of loss or estimate a range of possible loss, except with respect to amounts where it has determined a loss is both probable and estimable and has made an accrual. The Company evaluates, at least on a quarterly basis, developments in its Legal Matters that could affect the amount of any accrual, as well as any developments that would result in a loss contingency to become both probable and reasonably estimable. The ultimate outcome of any Legal Matter involves judgments, estimates and inherent uncertainties. An unfavorable outcome in a Legal Matter, particularly in a patent dispute, could require the Company to pay damages or could prevent the Company from selling some of its products in certain jurisdictions. While the Company cannot predict with certainty the results of the Legal Matters in which it is currently involved, the Company does not expect that the ultimate costs to resolve these Legal Matters will individually or in the aggregate have a material adverse effect on its financial condition, however, there can be no assurance that the current or any future Legal Matters will be resolved in a manner that is not adverse to the Company’s business, financial condition, results of operations or cash flows. Indemnities, Commitments and Guarantees During its normal course of business, the Company has made certain indemnities, commitments and guarantees under which it may be required to make payments in relation to certain transactions. These indemnities may include indemnities for general commercial obligations, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to directors and officers of the Company to the maximum extent permitted under the laws of Bermuda. In addition, the Company has contractual commitments to various customers, which could require the Company to incur costs to repair an epidemic defect with respect to its products outside of the normal warranty period if such defect were to occur. The duration of these indemnities, commitments and guarantees varies, and in certain cases, is indefinite. Some of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments that the Company could be obligated to make. In general, the Company does not record any liability for these indemnities, commitments and guarantees in the accompanying unaudited condensed consolidated balance sheets as the amounts cannot be reasonably estimated and are not considered probable. The Company does, however, accrue for losses for any known contingent liability, including those that may arise from indemnification provisions, when future payment is probable and estimable. Intellectual Property Indemnification In addition to the above indemnities, the Company has agreed to indemnify certain customers for claims made against the Company’s products where such claims allege infringement of third-party intellectual property rights, including, but not limited to, patents, registered trademarks, and/or copyrights. Under the aforementioned indemnification clauses, the Company may be obligated to defend the customer and pay for the damages awarded against the customer as well as the attorneys’ fees and costs under an infringement claim. The Company’s indemnification obligations generally do not expire after termination or expiration of the agreement containing the indemnification obligation. Generally, there are limits on and exceptions to the Company’s potential liability for indemnification. Historically the Company has not made significant payments under these indemnification obligations and the Company cannot estimate the amount of potential future payments, if any, that it might be required to make as a result of these agreements. The maximum potential amount of any future payments that the Company could be required to make under these indemnification obligations could be significant. |
Income Tax
Income Tax | 6 Months Ended |
Aug. 01, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Income Tax The Company’s tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any, that arise during the period. Each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual effective tax rate changes, the Company makes a cumulative adjustment in such period. The Company’s quarterly tax provision, and estimate of its annual effective tax rate, is subject to variation due to several factors, including variability in accurately predicting our pre-tax income or loss and the mix of jurisdictions to which they relate, intercompany transactions, changes in tax laws, the applicability of special tax regimes, changes in how we do business, and acquisitions, as well as the integration of such acquisitions. The Company’s estimated effective tax rate for the year differs from the U.S. statutory rate of 21% primarily due to a substantial portion of its earnings being taxed at rates lower than the U.S. statutory rate. The Company's negative effective tax rate is the result of anticipated annual income tax expense attributed to certain jurisdictions which have pretax income. The Company's effective tax rate was adversely affected by pre-tax losses in certain non-U.S. tax jurisdictions that are benefited at tax rates that are lower than 21%. These losses significantly reduce the Company's pre-tax income without a corresponding reduction in its tax expense, and therefore increase its effective tax rate or in this case cause a negative effective tax rate. The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act was enacted into US federal law on March 27, 2020. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, and technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property. The Company evaluated the provisions of the CARES Act and does not anticipate any material impact on its financial statements. The tax effects of other related foreign government assistance enacted into law this period are also not material to the Company this period. The income tax benefit of $8.9 million for the three months ended August 1, 2020 includes a tax benefit from a net reduction in unrecognized tax benefits of $10.3 million and a tax benefit attributable to the Company's asset impairment of $10.8 million, offset by $12.7 million of current tax expense. The income tax benefit of $3.9 million for the six months ended August 1, 2020 includes a tax benefit from a net reduction in unrecognized tax benefits of $14.9 million and a tax benefit attributable to the Company's asset impairment of $10.8 million, offset by $19.3 million of current tax expense. It is reasonably possible that the amount of unrecognized tax benefits could increase or decrease significantly due to changes in tax law in various jurisdictions, new tax audits and changes in the U.S. dollar as compared to foreign currencies within the next 12 months. Excluding these factors, it is reasonably possible that uncertain tax positions may decrease by as much as $5.0 million from the lapse of statutes of limitation in various jurisdictions during the next 12 months. Government tax authorities from several non-U.S. jurisdictions are also examining the Company’s tax returns. The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to its tax audits and that any settlement will not have a material effect on its results or financial position at this time. The Company operates under tax incentives in certain countries that may be extended and/or renewed if certain additional requirements are satisfied. The tax incentives are conditional upon meeting certain employment and investment thresholds. There were no cash tax benefits as a result of these tax incentives on foreign taxes for the three and six months ended August 1, 2020, but foreign taxes were decreased by $1.6 million and $1.7 million for the three and six months ended August 3, 2019, respectively. The benefit of the tax incentives on net income per share was less than $0.01 per share for the three and six months ended August 3, 2019. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Aug. 01, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company reports both basic net loss per share, which is based on the weighted-average number of common shares outstanding during the period, and diluted net loss per share, which is based on the weighted-average number of common shares outstanding and potentially dilutive shares outstanding during the period. The computations of basic and diluted net loss per share are presented in the following table (in thousands, except per share amounts): Three Months Ended Six Months Ended August 1, August 3, August 1, August 3, Numerator: Net loss $ (157,893) $ (57,331) $ (270,926) $ (105,781) Denominator: Weighted-average shares — basic 667,574 663,603 665,541 661,280 Effect of dilutive securities: Share-based awards — — — — Weighted-average shares — diluted 667,574 663,603 665,541 661,280 Net loss per share: Basic $ (0.24) $ (0.09) $ (0.41) $ (0.16) Diluted $ (0.24) $ (0.09) $ (0.41) $ (0.16) Potential dilutive securities include dilutive common shares from share-based awards attributable to the assumed exercise of stock options, restricted stock units and employee stock purchase plan shares using the treasury stock method. Under the treasury stock method, potential common shares outstanding are not included in the computation of diluted net income per share if their effect is anti-dilutive. Anti-dilutive potential shares are presented in the following table (in thousands): Three Months Ended Six Months Ended August 1, August 3, August 1, August 3, Weighted-average shares outstanding: Share-based awards 10,974 13,209 10,008 12,812 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Aug. 01, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The unaudited condensed consolidated financial statements of Marvell Technology Group Ltd., a Bermuda exempted company, and its wholly owned subsidiaries (the “Company”), as of and for the three and six months ended August 1, 2020, have been prepared as required by the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted as permitted by the SEC. |
Fiscal Period | The Company’s fiscal year is the 52- or 53-week period ending on the Saturday closest to January 31. Accordingly, every fifth or sixth fiscal year will have a 53-week period. The additional week in a 53-week year is added to the fourth quarter, making such quarter consist of 14 weeks. Fiscal 2020 had a 52-week year. Fiscal 2021 is a 52-week year. |
Use of Estimates | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition, provisions for sales returns and allowances, inventory excess and obsolescence, goodwill and other intangible assets, restructuring, income taxes, litigation and other contingencies. Actual results could differ from these estimates and such differences could affect the results of operations reported in future periods. In the current macroeconomic environment affected by COVID-19, these estimates require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, these estimates may change materially in future periods. |
Accounting Pronouncements | Accounting Pronouncements Recently Adopted In June 2016, the Financial Accounting Standards Board (“FASB”) issued a new standard requiring financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard eliminates the probable initial recognition threshold and reflects an entity’s current estimate of all expected credit losses. The measurement of expected credit losses is based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets. The new standard was adopted by the Company on February 2, 2020 and did not have a material effect on the Company's consolidated financial statements. In August 2018, the FASB issued an accounting standards update to align the requirements for capitalizing implementation costs incurred in a software hosting arrangement that is a service contract and costs to develop or obtain internal-use software. The new standard was adopted by the Company on February 2, 2020 on a prospective basis and did not have a material effect on the Company's consolidated financial statements. In August 2018, the FASB issued an accounting standards update that modifies the disclosure requirements on fair value measurements. The new guidance adds, modifies and removes certain fair value measurement disclosure requirements. The new standard was adopted by the Company on February 2, 2020 and did not have a material effect on the Company's consolidated financial statements. In November 2018, the FASB issued an accounting standards update that clarifies when transactions between participants in a collaborative arrangement are within the scope of the new revenue recognition standard that the Company adopted at the beginning of fiscal 2019. The new standard was adopted by the Company on February 2, 2020 and did not have a material effect on the Company's consolidated financial statements. Accounting Pronouncements Not Yet Effective In December 2019, the FASB issued an accounting standards update that simplifies the accounting for income taxes by eliminating certain exceptions related to the approach for intraperiod tax allocation and modified the methodology for calculating income taxes in an interim period. It also clarifies and simplifies other aspects of the accounting for income taxes. The guidance is effective for the Company beginning in the first quarter of fiscal year 2022, with early adoption permitted. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements. |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Business Combinations [Abstract] | |
Purchase Price Allocation | The purchase price allocation is as follows (in thousands): Inventories $ 106,465 Prepaid expenses and other current assets 17,495 Property and equipment, net 25,677 Acquired intangible assets, net 379,000 Other non-current assets 6,870 Goodwill 129,392 Accrued liabilities (64,155) Deferred tax liabilities (6,594) Other non-current liabilities (650) Total merger consideration $ 593,500 The purchase price allocation is as follows (in thousands): Cash and short term investments $ 27,914 Inventory 33,900 Acquired intangible assets 193,000 Goodwill 227,594 Other non-current assets 35,123 Accrued liabilities (21,813) Other, net 6,471 Total merger consideration $ 502,189 |
Supplemental Pro Forma Financial Information | The unaudited supplemental pro forma financial information for the periods presented is as follows (in thousands): Six Months Ended August 3, Pro forma net revenue $ 1,516,163 Pro forma net loss $ (195,602) |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets, Net (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets by Major Class | As of August 1, 2020 and February 1, 2020, net carrying amounts are as follows (in thousands, except for weighted-average remaining amortization period): August 1, 2020 Gross Carrying Amounts Accumulated Amortization Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years) Developed technologies $ 2,441,000 $ (557,810) $ 1,883,190 6.01 Customer contracts and related relationships 643,000 (178,892) 464,108 6.12 Trade names 23,000 (11,483) 11,517 2.55 Total acquired amortizable intangible assets $ 3,107,000 $ (748,185) $ 2,358,815 6.01 IPR&D 131,000 — 131,000 n/a Total acquired intangible assets $ 3,238,000 $ (748,185) $ 2,489,815 The Company regularly analyzes the results of its business to determine whether events or circumstances exist that indicate whether the carrying amount of the intangible assets may not be recoverable. During the quarter ended August 1, 2020, impairment charges of $50.3 million related to certain intangible assets acquired from Cavium were recognized as part of restructuring actions. The gross carrying amounts and the accumulated amortization of those impaired intangible assets were excluded from the table above. See “Note 5 - Restructuring” for additional information. February 1, 2020 Gross Carrying Amounts Accumulated Amortization Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years) Developed technologies $ 2,511,000 $ (413,735) $ 2,097,265 6.41 Customer contracts and related relationships 643,000 (128,939) 514,061 6.61 Trade names 23,000 (8,726) 14,274 2.96 Total acquired amortizable intangible assets $ 3,177,000 $ (551,400) $ 2,625,600 6.43 IPR&D 139,000 — 139,000 n/a Total acquired intangible assets $ 3,316,000 $ (551,400) $ 2,764,600 |
Schedule of Indefinite-Lived Intangible Assets | August 1, 2020 Gross Carrying Amounts Accumulated Amortization Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years) Developed technologies $ 2,441,000 $ (557,810) $ 1,883,190 6.01 Customer contracts and related relationships 643,000 (178,892) 464,108 6.12 Trade names 23,000 (11,483) 11,517 2.55 Total acquired amortizable intangible assets $ 3,107,000 $ (748,185) $ 2,358,815 6.01 IPR&D 131,000 — 131,000 n/a Total acquired intangible assets $ 3,238,000 $ (748,185) $ 2,489,815 The Company regularly analyzes the results of its business to determine whether events or circumstances exist that indicate whether the carrying amount of the intangible assets may not be recoverable. During the quarter ended August 1, 2020, impairment charges of $50.3 million related to certain intangible assets acquired from Cavium were recognized as part of restructuring actions. The gross carrying amounts and the accumulated amortization of those impaired intangible assets were excluded from the table above. See “Note 5 - Restructuring” for additional information. February 1, 2020 Gross Carrying Amounts Accumulated Amortization Net Carrying Amounts Weighted-Average Remaining Amortization Period (Years) Developed technologies $ 2,511,000 $ (413,735) $ 2,097,265 6.41 Customer contracts and related relationships 643,000 (128,939) 514,061 6.61 Trade names 23,000 (8,726) 14,274 2.96 Total acquired amortizable intangible assets $ 3,177,000 $ (551,400) $ 2,625,600 6.43 IPR&D 139,000 — 139,000 n/a Total acquired intangible assets $ 3,316,000 $ (551,400) $ 2,764,600 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents the estimated future amortization expense of acquired amortizable intangible assets as of August 1, 2020 (in thousands): Fiscal Year Amount Remainder of 2021 $ 218,866 2022 428,015 2023 414,937 2024 393,863 2025 354,012 Thereafter 549,122 $ 2,358,815 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Related Charges in the Statements of Operations | The following table provides a summary of restructuring related charges, including the impairments described above, as presented in the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended August 1, August 3, August 1, August 3, Cost of goods sold $ 9,594 $ — $ 9,594 $ — Restructuring related charges 120,590 16,586 141,877 22,268 $ 130,184 $ 16,586 $ 151,471 $ 22,268 The following table presents details related to the restructuring related charges as presented in the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended August 1, August 3, August 1, August 3, Severance and related costs $ 10,822 $ 7,139 $ 27,825 $ 8,627 Facilities and related costs 2,130 7,359 6,084 11,044 Other exit-related costs 117,807 2,632 118,207 3,456 130,759 17,130 152,116 23,127 Release of reserves: Severance (541) — (541) — Facilities and related costs (34) (544) (104) (732) Other exit-related costs — — — (127) $ 130,184 $ 16,586 $ 151,471 $ 22,268 |
Schedule of Restructuring Reserve by Type of Cost | The following table sets forth a reconciliation of the beginning and ending restructuring liability balances by each major type of cost associated with the restructuring charges (in thousands): Severance and Related Costs Facilities and Related Costs Other Exit-Related Costs Total Balance at February 1, 2020 $ 13,228 $ 653 $ 547 $ 14,428 Restructuring charges (1) 27,825 2,262 6,079 36,166 Release of reserves — (104) — (104) Net cash payments (28,548) (2,590) (844) (31,982) Exchange rate adjustment (17) — — (17) Balance at August 1, 2020 (1) 12,488 221 5,782 18,491 Less: non-current portion — 82 589 671 Current portion $ 12,488 $ 139 $ 5,193 $ 17,820 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes net revenue disaggregated by product group (in thousands, except percentages): Three Months Ended Six Months Ended August 1, % of Total August 3, % of Total August 1, % of Total August 3, % of Total Net revenue by product group: Networking (1) $ 406,008 56 % $ 329,605 50 % $ 799,928 56 % $ 670,949 51 % Storage (2) 290,495 40 % 274,905 42 % 549,183 39 % 553,572 42 % Other (3) 30,794 4 % 52,058 8 % 71,827 5 % 94,499 7 % $ 727,297 $ 656,568 $ 1,420,938 $ 1,319,020 (1) Networking products are comprised primarily of Ethernet Solutions, Embedded Processors and Custom ASICs. (2) Storage products are comprised primarily of Storage Controllers and Fibre Channel Adapters. (3) Other products are comprised primarily of Printer Solutions. The following table summarizes net revenue disaggregated by primary geographical market based on destination of shipment (in thousands, except percentages): Three Months Ended Six Months Ended August 1, % of Total August 3, % of Total August 1, % of Total August 3, % of Total Net revenue based on destination of shipment: China $ 303,183 42 % $ 286,310 44 % $ 583,329 41 % $ 532,444 40 % United States 86,831 12 % 55,580 8 % 168,062 12 % 128,586 10 % Thailand 60,464 8 % 63,511 10 % 128,008 9 % 110,177 8 % Malaysia 60,186 8 % 36,019 5 % 124,853 9 % 99,339 8 % Philippines 49,554 7 % 60,287 9 % 74,129 5 % 122,774 9 % Japan 37,585 5 % 41,120 6 % 71,865 5 % 80,090 6 % Other 129,494 18 % 113,741 18 % 270,692 19 % 245,610 19 % $ 727,297 $ 656,568 $ 1,420,938 $ 1,319,020 These destinations of shipment are not necessarily indicative of the geographic location of the Company's end customers or the country in which the Company's end customers sell devices containing the Company's products. For example, a substantial majority of the shipments made to China relate to sales to non-China based customers that have factories or contract manufacturing operations located within China. The following table summarizes net revenue disaggregated by customer type (in thousands, except percentages): Three Months Ended Six Months Ended August 1, % of Total August 3, % of Total August 1, % of Total August 4, % of Total Net revenue by customer type: Direct customers $ 541,348 74 % $ 484,743 74 % $ 1,072,752 75 % $ 999,301 76 % Distributors 185,949 26 % 171,825 26 % 348,186 25 % 319,719 24 % $ 727,297 $ 656,568 $ 1,420,938 $ 1,319,020 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventories | August 1, February 1, Inventories: Work-in-process $ 177,783 $ 216,496 Finished goods 85,092 106,484 Inventories $ 262,875 $ 322,980 |
Schedule of Property and Equipment, Net | August 1, February 1, Property and equipment, net: Machinery and equipment $ 683,143 $ 686,351 Land, buildings, and leasehold improvements 290,217 285,084 Computer software 101,942 100,613 Furniture and fixtures 26,159 24,582 1,101,461 1,096,630 Less: Accumulated depreciation and amortization (766,426) (739,538) Property and equipment, net $ 335,035 $ 357,092 |
Schedule of Other Non-current Assets | August 1, February 1, Other non-current assets: Technology and other licenses $ 238,235 $ 277,634 Operating right-of-use assets 118,901 110,907 Prepaid ship and debit * 87,159 75,362 Other 42,212 32,947 Other non-current assets $ 486,507 $ 496,850 * Prepaid ship and debit of $87.2 million and $75.4 million as of August 1, 2020 and February 1, 2020, respectively, relate to certain prepaid distributor arrangements for ship and debit claims. |
Schedule of Current Accrued Liabilities | August 1, February 1, Accrued liabilities: Contract liabilities $ 130,575 $ 111,486 Technology license obligations 91,323 71,623 Deferred non-recurring engineering credits 66,374 51,109 Lease liabilities - current 31,762 28,662 Accrued restructuring 17,820 14,302 Accrued income tax payable 12,063 6,133 Accrued royalty 9,857 10,927 Other 47,030 52,397 Accrued liabilities $ 406,804 $ 346,639 |
Schedule of Other Non-current Liabilities | August 1, February 1, Other non-current liabilities Lease liabilities - non current $ 120,464 $ 115,778 Technology license obligations 85,866 107,893 Deferred tax liabilities 36,631 31,233 Non-current income tax payable 25,084 37,983 Other 23,634 12,578 Other non-current liabilities $ 291,679 $ 305,465 |
Changes in Accumulated Other Comprehensive Income (Loss) by Components | The changes in accumulated other comprehensive income by components for the current period are presented in the following table: Unrealized Gain Balance at February 1, 2020 $ — Other comprehensive income before reclassifications 1,214 Amounts reclassified from accumulated other comprehensive income (764) Net current-period other comprehensive income, net of tax 450 Balance at August 1, 2020 $ 450 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis | The tables below set forth, by level, the Company’s assets and liabilities that are measured at fair value on a recurring basis. The tables do not include assets and liabilities that are measured at historical cost or any basis other than fair value (in thousands): Fair Value Measurements at August 1, 2020 Level 1 Level 2 Level 3 Total Items measured at fair value on a recurring basis: Assets Cash equivalents: Money market funds $ 4,950 $ — $ — $ 4,950 Time deposits — 122,840 — 122,840 Prepaid expenses and other current assets: Foreign currency forward contracts — 450 — 450 Other non-current assets: Severance pay fund — 579 — 579 Total assets $ 4,950 $ 123,869 $ — $ 128,819 Fair Value Measurements at February 1, 2020 Level 1 Level 2 Level 3 Total Items measured at fair value on a recurring basis: Assets Cash equivalents: Money market funds $ 46,355 $ — $ — $ 46,355 Time deposits — 88,177 — 88,177 Other non-current assets: Severance pay fund — 693 — 693 Total assets $ 46,355 $ 88,870 $ — $ 135,225 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The following table summarizes the Company's outstanding debt at August 1, 2020 and February 1, 2020 (in thousands): August 1, February 1, Face Value Outstanding: Term Loan $ 450,000 $ 450,000 2023 Notes 500,000 500,000 2028 Notes 500,000 500,000 Total borrowings $ 1,450,000 $ 1,450,000 Less: Unamortized debt discount and issuance cost (9,316) (10,976) Net carrying amount of debt $ 1,440,684 $ 1,439,024 Less: Current portion (1) 448,248 — Non-current portion $ 992,436 $ 1,439,024 |
Aggregate Future Contractual Maturities of Debt | As of August 1, 2020, the aggregate future contractual maturities of the Company's outstanding debt, at face value, were as follows (in thousands): Fiscal Year Amount Remainder of 2021 $ — 2022 450,000 2023 — 2024 500,000 2025 — Thereafter 500,000 Total $ 1,450,000 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Aug. 01, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computations of basic and diluted net loss per share are presented in the following table (in thousands, except per share amounts): Three Months Ended Six Months Ended August 1, August 3, August 1, August 3, Numerator: Net loss $ (157,893) $ (57,331) $ (270,926) $ (105,781) Denominator: Weighted-average shares — basic 667,574 663,603 665,541 661,280 Effect of dilutive securities: Share-based awards — — — — Weighted-average shares — diluted 667,574 663,603 665,541 661,280 Net loss per share: Basic $ (0.24) $ (0.09) $ (0.41) $ (0.16) Diluted $ (0.24) $ (0.09) $ (0.41) $ (0.16) |
Schedule of Anti-dilutive Potential Shares | Anti-dilutive potential shares are presented in the following table (in thousands): Three Months Ended Six Months Ended August 1, August 3, August 1, August 3, Weighted-average shares outstanding: Share-based awards 10,974 13,209 10,008 12,812 |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) $ in Millions | Nov. 05, 2019 | Sep. 19, 2019 |
Avera | ||
Business Acquisition [Line Items] | ||
Cash consideration | $ 593.5 | |
Contingent consideration | 90 | |
Acquisition related costs | $ 5.7 | |
Aquantia | ||
Business Acquisition [Line Items] | ||
Acquisition related costs | $ 5.3 | |
Total merger consideration | $ 502.2 |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Feb. 01, 2020 | Nov. 05, 2019 | Sep. 19, 2019 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 5,337,405 | $ 5,337,405 | ||
Avera | ||||
Business Acquisition [Line Items] | ||||
Inventories | $ 106,465 | |||
Prepaid expenses and other current assets | 17,495 | |||
Property and equipment, net | 25,677 | |||
Acquired intangible assets, net | 379,000 | |||
Other non-current assets | 6,870 | |||
Goodwill | 129,392 | |||
Accrued liabilities | (64,155) | |||
Deferred tax liabilities | (6,594) | |||
Other non-current liabilities | (650) | |||
Total merger consideration | $ 593,500 | |||
Aquantia | ||||
Business Acquisition [Line Items] | ||||
Cash and short term investments | $ 27,914 | |||
Inventories | 33,900 | |||
Acquired intangible assets, net | 193,000 | |||
Other non-current assets | 35,123 | |||
Goodwill | 227,594 | |||
Accrued liabilities | (21,813) | |||
Other, net | 6,471 | |||
Total merger consideration | $ 502,189 |
Business Combinations - Supplem
Business Combinations - Supplemental Pro Forma Information (Details) $ in Thousands | 6 Months Ended |
Aug. 03, 2019USD ($) | |
Business Combinations [Abstract] | |
Pro forma net revenue | $ 1,516,163 |
Pro forma net loss | $ (195,602) |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 16 Months Ended | |||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | Nov. 05, 2019 | Feb. 01, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Goodwill | $ 5,337,405 | $ 5,337,405 | $ 5,337,405 | |||
Intangible assets acquired | $ 3,300,000 | |||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | 5,337,405 | $ 5,337,405 | $ 5,337,405 | |||
Intangible assets acquired | $ 3,300,000 | |||||
Impairment of acquired intangibles | 50,300 | |||||
Weighted average remaining amortization period (years) | 6 years 3 days | 6 years 5 months 4 days | ||||
Amortization of acquired intangible assets | $ 111,600 | $ 81,000 | $ 224,501 | $ 160,707 | ||
IPR&D | Minimum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average remaining amortization period (years) | 3 years | |||||
IPR&D | Maximum | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Weighted average remaining amortization period (years) | 10 years |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets, Net - Net Carrying Amounts and Weighted Average Amortization Period (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Feb. 01, 2020 | |
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets (excluding goodwill) | $ 131,000 | $ 139,000 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amounts | 3,107,000 | 3,177,000 | |
Accumulated Amortization | (748,185) | (551,400) | |
Net Carrying Amounts | 2,358,815 | 2,625,600 | |
Gross Carrying Amounts, Total acquired intangible assets | 3,238,000 | 3,316,000 | |
Net Carrying Amounts, Total acquired intangible assets | $ 2,489,815 | 2,764,600 | |
Weighted-Average Remaining Amortization Period (Years) | 6 years 3 days | 6 years 5 months 4 days | |
Developed technologies | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amounts | $ 2,441,000 | 2,511,000 | |
Accumulated Amortization | (557,810) | (413,735) | |
Net Carrying Amounts | $ 1,883,190 | 2,097,265 | |
Weighted-Average Remaining Amortization Period (Years) | 6 years 3 days | 6 years 4 months 28 days | |
Customer contracts and related relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amounts | $ 643,000 | 643,000 | |
Accumulated Amortization | (178,892) | (128,939) | |
Net Carrying Amounts | $ 464,108 | 514,061 | |
Weighted-Average Remaining Amortization Period (Years) | 6 years 1 month 13 days | 6 years 7 months 9 days | |
Trade names | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amounts | $ 23,000 | 23,000 | |
Accumulated Amortization | (11,483) | (8,726) | |
Net Carrying Amounts | $ 11,517 | $ 14,274 | |
Weighted-Average Remaining Amortization Period (Years) | 2 years 6 months 18 days | 2 years 11 months 15 days |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets, Net - Future Amortization (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Feb. 01, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 218,866 | |
2022 | 428,015 | |
2023 | 414,937 | |
2024 | 393,863 | |
2025 | 354,012 | |
Thereafter | 549,122 | |
Net Carrying Amounts | $ 2,358,815 | $ 2,625,600 |
Restructuring - Additional Info
Restructuring - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring related charges | $ 120,590 | $ 16,586 | $ 141,877 | $ 22,268 |
Impairment of acquired intangibles | 50,300 | |||
Server Processor Products | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring related charges | 119,000 | |||
Impairment of acquired intangibles | 50,300 | |||
Equipment and other assets | 32,700 | |||
Intellectual Property | Server Processor Products | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Impairment of acquired intangibles | $ 36,000 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Related Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Restructuring and Related Activities [Abstract] | ||||
Cost of goods sold | $ 9,594 | $ 0 | $ 9,594 | $ 0 |
Restructuring related charges | 120,590 | 16,586 | 141,877 | 22,268 |
Cost of goods sold and restructuring related charges | $ 130,184 | $ 16,586 | $ 151,471 | $ 22,268 |
Restructuring - Statements of O
Restructuring - Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Release of reserves: | ||||
Cost of goods sold and restructuring related charges before release of reserves | $ 130,759 | $ 17,130 | $ 152,116 | $ 23,127 |
Cost of goods sold and restructuring related charges | 130,184 | 16,586 | 151,471 | 22,268 |
Severance and related costs | ||||
Release of reserves: | ||||
Cost of goods sold and restructuring related charges before release of reserves | 10,822 | 7,139 | 27,825 | 8,627 |
Release of reserves | (541) | 0 | (541) | 0 |
Facilities and Related Costs | ||||
Release of reserves: | ||||
Cost of goods sold and restructuring related charges before release of reserves | 2,130 | 7,359 | 6,084 | 11,044 |
Release of reserves | (34) | (544) | (104) | (732) |
Other Exit-Related Costs | ||||
Release of reserves: | ||||
Cost of goods sold and restructuring related charges before release of reserves | 117,807 | 2,632 | 118,207 | 3,456 |
Release of reserves | $ 0 | $ 0 | $ 0 | $ (127) |
Restructuring - Restructuring R
Restructuring - Restructuring Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Aug. 01, 2020 | Aug. 01, 2020 | Feb. 01, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | $ 14,428 | ||
Restructuring charges | 36,166 | ||
Release of reserves: | (104) | ||
Net cash payments | (31,982) | ||
Exchange rate adjustment | (17) | ||
Balance at end of period | $ 18,491 | 18,491 | |
Less: non-current portion | 671 | 671 | |
Accrued restructuring | 17,820 | 17,820 | $ 14,302 |
Server Processor Products | |||
Restructuring Reserve [Roll Forward] | |||
Impairment charges | 112,100 | ||
Severance and Related Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 13,228 | ||
Restructuring charges | 27,825 | ||
Release of reserves: | 0 | ||
Net cash payments | (28,548) | ||
Exchange rate adjustment | (17) | ||
Balance at end of period | 12,488 | 12,488 | |
Less: non-current portion | 0 | 0 | |
Accrued restructuring | 12,488 | 12,488 | |
Facilities and Related Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 653 | ||
Restructuring charges | 2,262 | ||
Release of reserves: | (104) | ||
Net cash payments | (2,590) | ||
Exchange rate adjustment | 0 | ||
Balance at end of period | 221 | 221 | |
Less: non-current portion | 82 | 82 | |
Accrued restructuring | 139 | 139 | |
Other Exit-Related Costs | |||
Restructuring Reserve [Roll Forward] | |||
Balance at beginning of period | 547 | ||
Restructuring charges | 6,079 | ||
Release of reserves: | 0 | ||
Net cash payments | (844) | ||
Exchange rate adjustment | 0 | ||
Balance at end of period | 5,782 | 5,782 | |
Less: non-current portion | 589 | 589 | |
Accrued restructuring | $ 5,193 | $ 5,193 |
Revenue - Net Revenue by Produc
Revenue - Net Revenue by Product Group (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 727,297 | $ 656,568 | $ 1,420,938 | $ 1,319,020 |
Networking | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 406,008 | $ 329,605 | $ 799,928 | $ 670,949 |
Networking | Net revenue | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 56.00% | 50.00% | 56.00% | 51.00% |
Storage | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 290,495 | $ 274,905 | $ 549,183 | $ 553,572 |
Storage | Net revenue | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 40.00% | 42.00% | 39.00% | 42.00% |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 30,794 | $ 52,058 | $ 71,827 | $ 94,499 |
Other | Net revenue | Product Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 4.00% | 8.00% | 5.00% | 7.00% |
Revenue - Net Revenue Based on
Revenue - Net Revenue Based on Destination of Shipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 727,297 | $ 656,568 | $ 1,420,938 | $ 1,319,020 |
China | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 303,183 | $ 286,310 | $ 583,329 | $ 532,444 |
China | Revenue from Contract with Customer Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 42.00% | 44.00% | 41.00% | 40.00% |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 86,831 | $ 55,580 | $ 168,062 | $ 128,586 |
United States | Revenue from Contract with Customer Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 12.00% | 8.00% | 12.00% | 10.00% |
Thailand | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 60,464 | $ 63,511 | $ 128,008 | $ 110,177 |
Thailand | Revenue from Contract with Customer Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 8.00% | 10.00% | 9.00% | 8.00% |
Malaysia | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 60,186 | $ 36,019 | $ 124,853 | $ 99,339 |
Malaysia | Revenue from Contract with Customer Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 8.00% | 5.00% | 9.00% | 8.00% |
Philippines | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 49,554 | $ 60,287 | $ 74,129 | $ 122,774 |
Philippines | Revenue from Contract with Customer Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 7.00% | 9.00% | 5.00% | 9.00% |
Japan | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 37,585 | $ 41,120 | $ 71,865 | $ 80,090 |
Japan | Revenue from Contract with Customer Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 5.00% | 6.00% | 5.00% | 6.00% |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 129,494 | $ 113,741 | $ 270,692 | $ 245,610 |
Other | Revenue from Contract with Customer Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 18.00% | 18.00% | 19.00% | 19.00% |
Revenue - Net Revenue by Custom
Revenue - Net Revenue by Customer Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 727,297 | $ 656,568 | $ 1,420,938 | $ 1,319,020 |
Direct customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 541,348 | $ 484,743 | $ 1,072,752 | $ 999,301 |
Direct customers | Revenue from Contract with Customer Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 74.00% | 74.00% | 75.00% | 76.00% |
Distributors | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 185,949 | $ 171,825 | $ 348,186 | $ 319,719 |
Distributors | Revenue from Contract with Customer Benchmark | ||||
Disaggregation of Revenue [Line Items] | ||||
% of Total | 26.00% | 26.00% | 25.00% | 24.00% |
Revenue - Contract Liabilities
Revenue - Contract Liabilities (Details) $ in Thousands | 6 Months Ended |
Aug. 01, 2020USD ($) | |
Contract Liabilities | |
Beginning balance | $ 111,500 |
Variable consideration estimates | 417,500 |
Credit memos issued | 398,400 |
Ending balance | 130,600 |
Revenue recognized | $ 0 |
Supplemental Financial Inform_3
Supplemental Financial Information - Inventories (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Feb. 01, 2020 |
Inventories: | ||
Work-in-process | $ 177,783 | $ 216,496 |
Finished goods | 85,092 | 106,484 |
Inventories | $ 262,875 | $ 322,980 |
Supplemental Financial Inform_4
Supplemental Financial Information - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Feb. 01, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,101,461 | $ 1,096,630 |
Less: Accumulated depreciation and amortization | (766,426) | (739,538) |
Property and equipment, net | 335,035 | 357,092 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 683,143 | 686,351 |
Land, buildings, and leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 290,217 | 285,084 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 101,942 | 100,613 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 26,159 | $ 24,582 |
Supplemental Financial Inform_5
Supplemental Financial Information - Other Non-current Assets (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Feb. 01, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Technology and other licenses | $ 238,235 | $ 277,634 |
Operating right-of-use assets | 118,901 | 110,907 |
Prepaid ship and debit | 87,159 | 75,362 |
Other | 42,212 | 32,947 |
Other non-current assets | $ 486,507 | $ 496,850 |
Supplemental Financial Inform_6
Supplemental Financial Information - Accrued Liabilities (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Feb. 01, 2020 |
Accrued liabilities: | ||
Contract liabilities | $ 130,575 | $ 111,486 |
Technology license obligations | 91,323 | 71,623 |
Deferred non-recurring engineering credits | 66,374 | 51,109 |
Lease liabilities - current | 31,762 | 28,662 |
Accrued restructuring | 17,820 | 14,302 |
Accrued income tax payable | 12,063 | 6,133 |
Accrued royalty | 9,857 | 10,927 |
Other | 47,030 | 52,397 |
Accrued liabilities | $ 406,804 | $ 346,639 |
Supplemental Financial Inform_7
Supplemental Financial Information - Other Non-current Liabilities (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Feb. 01, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Lease liabilities - non current | $ 120,464 | $ 115,778 |
Technology license obligations | 85,866 | 107,893 |
Deferred tax liabilities | 36,631 | 31,233 |
Non-current income tax payable | 25,084 | 37,983 |
Other | 23,634 | 12,578 |
Other non-current liabilities | $ 291,679 | $ 305,465 |
Supplemental Financial Inform_8
Supplemental Financial Information - Changes in Accumulated Other Comprehensive Income by Components (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Aug. 01, 2020 | May 02, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Increase (Decrease) in AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | $ 8,535,622 | $ 8,678,580 | $ 7,230,132 | $ 8,678,580 | $ 7,306,410 |
Other comprehensive income, net of tax | (418) | 868 | 0 | 450 | 0 |
Balance at end of period | 8,417,537 | 8,535,622 | $ 7,203,812 | 8,417,537 | $ 7,203,812 |
Unrealized Gain (Loss) on Cash Flow Hedges | |||||
Increase (Decrease) in AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance at beginning of period | $ 0 | 0 | |||
Other comprehensive income before reclassifications | 1,214 | ||||
Amounts reclassified from accumulated other comprehensive income | (764) | ||||
Other comprehensive income, net of tax | 450 | ||||
Balance at end of period | $ 450 | $ 450 |
Supplemental Financial Inform_9
Supplemental Financial Information - Share Repurchase Program (Details) - USD ($) shares in Millions | 6 Months Ended | ||||
Aug. 01, 2020 | Aug. 03, 2019 | Oct. 16, 2018 | Nov. 17, 2016 | Nov. 16, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Authorized repurchase amount | $ 1,000,000,000 | $ 3,250,000,000 | |||
Stock repurchase program, additional authorized amount | $ 700,000,000 | ||||
Remaining available for future share repurchases (in shares) | $ 564,500,000 | ||||
Number of common shares repurchased and retired during period (in shares) | 1.3 | 3 | |||
Value of common shares repurchased and retired during period | $ 25,200,000 | $ 64,300,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Feb. 01, 2020 |
Assets | ||
Other non-current assets | $ 579 | $ 693 |
Total assets | 128,819 | 135,225 |
Foreign currency forward contracts | ||
Assets | ||
Prepaid expenses and other current assets | 450 | |
Money market funds | ||
Assets | ||
Cash equivalents | 4,950 | 46,355 |
Time deposits | ||
Assets | ||
Cash equivalents | 122,840 | 88,177 |
Level 1 | ||
Assets | ||
Other non-current assets | 0 | 0 |
Total assets | 4,950 | 46,355 |
Level 1 | Foreign currency forward contracts | ||
Assets | ||
Prepaid expenses and other current assets | 0 | |
Level 1 | Money market funds | ||
Assets | ||
Cash equivalents | 4,950 | 46,355 |
Level 1 | Time deposits | ||
Assets | ||
Cash equivalents | 0 | 0 |
Level 2 | ||
Assets | ||
Other non-current assets | 579 | 693 |
Total assets | 123,869 | 88,870 |
Level 2 | Notes | ||
Assets | ||
Estimated aggregate fair value of debt | 1,200,000 | 1,100,000 |
Level 2 | Foreign currency forward contracts | ||
Assets | ||
Prepaid expenses and other current assets | 450 | |
Level 2 | Money market funds | ||
Assets | ||
Cash equivalents | 0 | 0 |
Level 2 | Time deposits | ||
Assets | ||
Cash equivalents | 122,840 | 88,177 |
Level 3 | ||
Assets | ||
Other non-current assets | 0 | 0 |
Total assets | 0 | 0 |
Level 3 | Foreign currency forward contracts | ||
Assets | ||
Prepaid expenses and other current assets | 0 | |
Level 3 | Money market funds | ||
Assets | ||
Cash equivalents | 0 | 0 |
Level 3 | Time deposits | ||
Assets | ||
Cash equivalents | $ 0 | $ 0 |
Debt - Term Loan and Revolving
Debt - Term Loan and Revolving Credit Facility (Details) | 6 Months Ended | |
Aug. 01, 2020USD ($) | Jun. 13, 2018USD ($)lender | |
Line of Credit Facility [Line Items] | ||
Number of lenders | lender | 12 | |
Unused commitment fee percentage | 0.175% | |
Line of Credit | Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Borrowing capacity | $ 500,000,000 | $ 500,000,000 |
Debt term | 5 years | |
Line of Credit | Revolving Credit Facility | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.50% | |
Term Loan | ||
Line of Credit Facility [Line Items] | ||
Borrowing capacity | $ 900,000,000 | |
Debt term | 3 years | |
Effective interest rate | 3.587% | |
Term Loan | LIBOR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.375% |
Debt - Senior Unsecured Notes (
Debt - Senior Unsecured Notes (Details) - Senior Notes | Jun. 22, 2018USD ($) |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 1,000,000,000 |
Redemption price percentage | 101.00% |
2023 Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 500,000,000 |
Stated interest rate | 4.20% |
Effective interest rate | 4.423% |
2028 Notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 500,000,000 |
Stated interest rate | 4.875% |
Effective interest rate | 5.012% |
Debt - Summary of Borrowings an
Debt - Summary of Borrowings and Outstanding Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | Feb. 01, 2020 | |
Debt Instrument [Line Items] | |||||
Total borrowings | $ 1,450,000 | $ 1,450,000 | $ 1,450,000 | ||
Less: Unamortized debt discount and issuance cost | (9,316) | (9,316) | (10,976) | ||
Net carrying amount of debt | 1,440,684 | 1,440,684 | 1,439,024 | ||
Less: Current portion (1) | 448,248 | 448,248 | 0 | ||
Non-current portion | 992,436 | 992,436 | 1,439,024 | ||
Interest expense | 14,100 | $ 19,900 | 29,500 | $ 39,200 | |
Term Loan | |||||
Debt Instrument [Line Items] | |||||
Total borrowings | 450,000 | 450,000 | 450,000 | ||
Notes | 2023 Notes | |||||
Debt Instrument [Line Items] | |||||
Total borrowings | 500,000 | 500,000 | 500,000 | ||
Notes | 2028 Notes | |||||
Debt Instrument [Line Items] | |||||
Total borrowings | $ 500,000 | $ 500,000 | $ 500,000 |
Debt - Future Maturities (Detai
Debt - Future Maturities (Details) - USD ($) $ in Thousands | Aug. 01, 2020 | Feb. 01, 2020 |
Fiscal Year | ||
Remainder of 2021 | $ 0 | |
2022 | 450,000 | |
2022 | 0 | |
2023 | 500,000 | |
2024 | 0 | |
Thereafter | 500,000 | |
Total | $ 1,450,000 | $ 1,450,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Aug. 01, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding purchase orders | $ 186.5 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Income Taxes [Line Items] | ||||
Current income tax expense (benefit) | $ 8.9 | $ 3.9 | ||
Unrecognized tax benefits decrease | 10.3 | 14.9 | ||
Tax benefit from asset impairment | 10.8 | 10.8 | ||
Income tax expense, other discrete items | 12.7 | 19.3 | ||
Uncertain tax positions, decrease from the lapse of statutes of limitation in various jurisdictions during next 12 months | 5 | 5 | ||
Tax incentives, decrease in foreign taxes | $ 1.6 | $ 1.7 | ||
Tax incentives, effect on net income per share (less than) (in usd per share) | $ 0.01 | $ 0.01 | ||
Cash, cash equivalents and short-term investments | 831.5 | 831.5 | ||
Undistributed earnings of foreign subsidiaries | 214.2 | 214.2 | ||
Foreign Subsidiaries | ||||
Income Taxes [Line Items] | ||||
Cash, cash equivalents and short-term investments | $ 646.5 | $ 646.5 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computations of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Aug. 01, 2020 | May 02, 2020 | Aug. 03, 2019 | May 04, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Numerator: | ||||||
Net loss | $ (157,893) | $ (113,033) | $ (57,331) | $ (48,450) | $ (270,926) | $ (105,781) |
Denominator: | ||||||
Weighted average shares — basic (in shares) | 667,574 | 663,603 | 665,541 | 661,280 | ||
Effect of dilutive securities: | ||||||
Share-based awards (in shares) | 0 | 0 | 0 | 0 | ||
Weighted average shares — diluted (in shares) | 667,574 | 663,603 | 665,541 | 661,280 | ||
Net loss per share: | ||||||
Basic (in dollars per share) | $ (0.24) | $ (0.09) | $ (0.41) | $ (0.16) | ||
Diluted (in dollars per share) | $ (0.24) | $ (0.09) | $ (0.41) | $ (0.16) |
Net Loss Per Share - Anti-dilut
Net Loss Per Share - Anti-dilutive Potential Shares (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 01, 2020 | Aug. 03, 2019 | Aug. 01, 2020 | Aug. 03, 2019 | |
Earnings Per Share [Abstract] | ||||
Share-based awards (in shares) | 10,974 | 13,209 | 10,008 | 12,812 |