Previous Analysis Referenced in this Report:
- Marvell Technology: 2019 Analysis
- Semiconductors H2 2020 Premium PDF
- October Convictions
- AMD-Xilinx Acquisition: Analysis
- Inphi: Premium Analysis
b69daa12-bd66-49dd-b78b-e97240767c9f_Marvell-and-Inphi-Acquisition-Analysis.pdf
Marvell and Inphi: Acquisition Analysis
It’s not every day that we see this level of consolidation across key players in the semiconductor industry.
As stated in the AMD-Xilinx PDF, Marvell’s ASICs were becoming favored in 5G for various reasons, including power consumption and lower cost over time. The 5G product-market fit compliments Inphi’s recent trials with Verizon, which were deemed successful in September for supplying interconnects across its content delivery network.
Many of my readers ask me about edge computing in relation to momentum stocks. Marvell-Inphi with customers like Samsung and Nokia on infrastructure and Verizon or AT&T for the network are at the center of edge computing.
On that note, Marvell-Inphi promises to be a challenging acquisition to analyze. For one, it is not a common household name or even among the most recognized in semiconductor names (although we have already tackled both separately). For two, Marvell’s fundamentals do not show its potential – and this is key to understanding the opportunity. Three, Marvell is taking on a sizable debt load to acquire Inphi. Fourth, the market may take time to figure out the potential of this acquisition as the synergy is forward-looking.
The conclusion here is that we are very bullish and this PDF serves as our investment thesis.
The $10 Billion Strategy Behind Inphi
I’ve seen editorials written by some journalists believe that Nvidia “wants it all” as the Arm acquisition takes the GPU-leader outside of the data center for AI and ML workloads.
Well, AMD-Xilinx and Marvell-Inphi are here to say that Nvidia will not “have it all.” Perhaps Nvidia will lead in general artificial intelligence use cases, and now edge devices with Arm if the acquisition is approved, but AMDXilinx will be a serious player in more complex AI and ML computing tasks, for example space and autonomous vehicles. These are two areas where Xilinx shows strong growth and AMD can lower the barrier to entry for developers. The exact use cases and demand for AMD-Xilinx would be hard to predict but will be greater than the two parts of owning CPUs and AI acceleration with FPGAs.
However, for Marvell, the door is wide open on 5G and this has been confirmed by customers in the critical hour for 5G infrastructure. The Nokia Q3 2019 earnings call, which I have referred to many times, is not to be taken lightly as it sets the stage for an important shift in the chip of choice for major 5G players. Below, we see Intel’s ongoing stock price decline and AMD and Marvell’s positive price action.
Due to the timing of this acquisition and the product road map for both Marvell and Inphi, I see this as a big move by Marvell to own 5G base stations and compute plus now photonics for edge computing (intricately linked to the 5G buildout).
The majority of analysis written on this acquisition will discuss how it strengthens Marvell’s position for the data center due to silicon photonics as Marvell is mainly copper right now. Data centers are a core market to help stabilize Marvell against competitors but the growth opportunity for Marvell (and the reason I am investing) is for the lead Marvell currently has in 5G.
We have covered both Marvell and Inphi on this site with full-length reports. You can access them here:
Marvell Technology: 2019 Analysis
Acquisition Overview:
Last week, Marvell announced an agreement to acquire Inphi in a cash and stock transaction for $10 billion for a combined enterprise value of $40 billion. The transaction will generate an annual run-rate of $125 million within 18 months after the transaction closes.
The deal is expected to be accretive to Marvell’s adjusted EPS by the end of the first year after the transaction closes with an anticipated date in the first half of 2021. Ownership will be 83% Marvell and 17% Inphi.
Inphi is expected to add more than $750 million in annual revenue with operating-EBITDA margins in the mid-30% range. The proforma gross margins will be an estimated 63.5%.
Marvell will finance part of the transaction through JP Morgan Chase which will increase the debt on the balance sheet. The proposal is for $4 billion of new debt with $1.5 million in a committed term loan and $2.5 billion in a bridge loan commitment. Despite this, Marvell has stated in the Investors Presentation that the company plans to maintain the current dividend policy.
The new addressable market is placed at $23 billion with an acceleration in market growth of 12% CAGR.
Source: Investor Presentation
Financials:
Marvell:
Marvell released Q2 results on August 27 with revenue growth of 11% year-over-year to $727.3 million. EPS was $0.21 on adjusted income of $140.4 million compared to $0.16 EPS on $110 million last year.
For Q2, the company had cash of $831 million and debt of $1.4 billion. Free cash flow in Q2 was at $205.2 million. The company stated Q3 revenue would be $750 million +/- 5%. The next earnings release will be on December 3rd.
TTM revenue was $2.80 billion with net income of $1.41 billion and EPS of $2.09.
Inphi:
Inphi released results on October 29th. Revenue grew by 92% year-over-year to $180.7 million. Adjusted EPS was $0.88 on adjusted income of $47.9 million compared to $0.45 EPS on $21.5 million last year.
Management forecasted Q4 revenue to be in the range of $185 million to $189 million. Adjusted net income in the range of $47.2 million to $50.6 million at $0.85-$0.91 EPS.
TTM revenue was $598.1 million with an adjusted loss of $61 million for EPS of ($1.29).
Inphi had cash and marketable securities of $223 million and debt of $508 million as of September 30th. Free cash flow in Q3 of $13.4 million.
More on Valuation …
The acquisition to acquire Inphi will be paid in 60% stock, with the remaining 40% in cash. The transaction will include $66 in cash and 2.323 shares of the combined company for current Inphi shareholders.
The cash and stock deal will value Inphi at approximately $10B at its purchase price. Marvell shareholders will have an 83% stake in the combined company and Inphi shareholders will command a 17% stake on a fully-diluted basis.
Marvell plans to close the acquisition in H2 2021, financing the deal with current cash on hand and obtained debt financing. At the $10B purchase price, Marvell will be paying 12.4x 2021 revenue to acquire Inphi. This valuation is on the steeper side, but Inphi recorded 92% YoY sales growth in its most recent quarter compared to just 11% growth for Marvell. In this sense, the deal will be accretive to revenue growth, gross margins, and operating margins.
On a Pro Forma basis, the acquisition of Inphi will improve Marvell’s growth rate, gross margin, operating margin, and EBITDA margin. The acquisition will also double Marvell's number of $100M+ cloud & networking customers to 8.
Marvell currently trades at 7.4x 2021 revenue and the acquisition of Inphi to drive higher growth should eventually lead to a higher multiple. As stated under Financials, the deal is expected to expand Marvell’s TAM to $23B in 2023 and accelerate market growth to 12% CAGR.
1-year returns for Inphi and Marvell:
1-year forward price-to-sales across semiconductors:
What Analysts Have to Say:
10/30: Marvell upgraded to Buy from Hold at Craig-Hallum Craig-Hallum analyst Christian Schwab upgraded Marvell (MRVL) to Buy from Hold with a price target of $48, up from $44 following the company's announcement to acquire Inphi (IPHI). Schwab agrees with management that the acquisition of Inphi will help transform Marvell into a faster growing cloud and 5G player. The acquisition improves Marvell's long term growth outlook to 12%16%, from 10%-15% alone, Schwab says, adding that with synergies, the combined company offers long-term investors an attractive long-term model.
10/29: Morgan Stanley downgrades Inphi, raises Marvell price target after takeover deal. As previously reported, Morgan Stanley analyst Joseph Moore downgraded Inphi (IPHI) to Equal Weight from Overweight with a price target of $159, down from $162, following Marvell's (MRVL) announcement of a cash and stock deal to acquire the company. Moore, who thinks the two businesses "fit together nicely," raised his price target on Marvell shares to $40 from $37 following the deal announcement. He keeps an Equal Weight rating on Marvell shares, stating that although the company has used M&A to put themselves in a better position, its legacy Marvell businesses are "struggling."
10/20: Keybanc analyst John Vinh resumed Marvell coverage with overweight rating and $55 price target due to $1 billion 5G revenue potential stating "MRVL is one of the best-positioned companies to benefit from the inflection in 5G infrastructure deployments." The analyst cites 35%+ operating margins and believes Marvell will achieve over $1 billion in 5G revenues by FY23-24.
Note: this analyst is guiding up from $600M in annual 5G revenue that Marvell’s management guided previously.
Fitch: In addition to the analyst comments, Fitch Ratings revised Marvell from Positive to Stable with a credit rating of BBB-. The outlook takes into consideration that the combined revenue growth “may fall short of forecasts, and provide insufficient profitability and cash flow to return elevated leverage metrics.”
Despite Fitch expecting strong design wins and annualization of acquisitions during fiscal 2020 that drives the FCF margin into the teens from 4.2%, the debt to operating EBITDA will nearly double from 1.9X to 3.5X pro forma.
Fitch believes Marvell is stronger in market position than both Micron and Broadcom and is in-line with NXP. The key assumptions include strong design wins for Marvell especially in networking, driving growth acceleration to mid-to-high single digits compared to the overall semiconductor industry growing at low-single digits in the forecast period. Fitch also forecasts operating EBITDA and cash flow margins to expand. The company also forecasts shareholder returns to be “flattish” until debt-to-operating EBITDA returns to 2X.
Patrick Moorhead, a semiconductor specialist for Moor insights, has positive things to say about the data center opportunity with Marvell’s strong positioning in copper networking and now adding Inphi’s silicon photonics for networking. He references Marvell’s DPU and storage networking as a solid synergy with Inphi’s photonics interconnects.
Product Overview:
Inphi will add silicon photonics to Marvell’s copper-based networking. Both companies are in the networking layer with Inphi stronger on data centers and Marvell stronger in 5G (competitively speaking). Together, they will expand the footprint in both the data center and 5G arenas.
Some analysts critiqued AMD as having less-than-desirable M&A history. Marvell, on the other hand, pushed into 5G very successfully following the Cavium acquisition. This leads many analysts to believe the Marvell-Inphi acquisition will follow the same path to strengthen Marvell’s positioning in the data center.
However, as stated, I believe the impetus could be Marvell’s 5G and edge networking strategy. Networks like Verizon badly need Inphi’s interconnects to drive high-speed connections between its content delivery network servers, which are expanding their footprint for 5G. The data center is an all-out battleground with lots of big tech throwing around muscle. However, specifically in 5G, Inphi can help solidify Marvell’s lead and perhaps help dig a moat for Marvell’s ASICs.
When it comes to data center networking, however, there is no moat of any kind to be had. For example, Mellanox is a competitor on networking ethernet and has the 800-pound weight of Nvidia behind the company. Therefore, did Marvell take on a 3.5X debt-to-EBITDA ratio to be a small fish in a big pond? I don’t think so when Marvell can be the big fish in the 5G pond.
Data Center:
We discussed Inphi at length in this PDF but will summarize a few points below. You can access the Inphi full-length report here. e Inphi full-length report here.
Inphi is the leader in PAM4 electro-optics. This market has seen tailwinds due to data center spending and the need for more bandwidth from COVID’s streaming and traffic usage. As stated in the PDF, we expected Inphi’s growth to continue on an investable trajectory due to its aggressive product road map for fiber optics that connect both short distances (PAM4 DSP) and long distances (coherent DSP).
Regarding the product road map, Inphi currently supplies 400-gigabit PAM4 pluggables that are made with a 7nm process compared to a 16 nm process which reduces power consumption. Artificial intelligence and data center switching will drive the demand for 800-gigabit PAM4 modules to increase the speed of input-output and to process the data flows. Inphi announced the industry’s first 800-gigabit client-side pluggable modules earlier this year.
Part of the 2021 story for Inphi is the release of the Spica DSP (the aforementioned 800-gigabit PAM4) which is expected to be deployed in volume. This will double the throughput (bandwidth) due to an 8x100Gpbs optical transceiver. The main application for the 2021 story is the transition of optical connectivity inside and between AI clusters.
COLORZ II is the other half to the 2021 story for Inphi as the silicon photonics technology increases metro-access bandwidth to facilitate edge computing through a “network fabric.” COLORZ allows regional data centers to be linked together in the same metro region to function as one single mega data center. Verizon recently completed an important trial using Inphi’s COLORZ II optics.
In March of 2019, Marvell released a new Ethernet switch solution for edge and private data centers. The solution uses compostable infrastructure, which allows for compute, storage and networking to be managed by software and removes the need to configure by hardware. This is one example of how Inphi and Marvell can complement one another.
To elaborate more on PAM4-based connectivity …
Hyperscalers are going through an ongoing upgrade cycle that requires high bandwidth and port density. PAM4 connects networking ASICs and machines, like servers and AI machines. Digital-based PAM4 uses analog-to-digital converters to clean up the signal in the digital domain before converting it back to analog to transmit. This allows developers to configure various deployment scenarios via software. This software configurability is a compatible match with Marvell’s ASICs.
Semiconductor experts will tell you that silicon photonics connecting hyperscalers and network carriers are the future. This is the primary architecture for edge computing — hyperscalers and 5G networks connected regionally with solutions like what Inphi offers.
We mentioned in the PDF that Microsoft is a large customer for Inphi’s COLORZ DCI product including for global build-outs related to the Pentagon contract. I’ll place the quote here from the Inphi PDF – which should be strengthened under Marvell:
“As I discussed on our prior earnings call, we're still consistently expecting our ZR solution to go to production in the first half of 2021 and ramp into volume starting in the mid-2021. And so you should expect the second half of 2021 to be a significant revenue driver coming from the 400-gig ZR solution at multiple cloud data centers as well as telecom operators.” And so you should expect the second half of 2021 to be a significant revenue driver coming from the 400-gig ZR solution at multiple cloud data centers as well as telecom operators.”
Marvell supplies the data center with Thunder X2 Arm-based processors which provides the computational performance of an Arm server with I/O connectivity, memory bandwidth and capacity. Nvidia partnered with Marvell to port the CUDA-X AI libraries and tools to the platform.
Marvell also offers DPUs, which require an analysis of their own as Nvidia plans to compete here. Briefly, DPUs stand for Data Processing Unit and will become more commonplace in the future as they move data around the data center. Its roots are a system-on-a-chip (SoC) and is software programmable. Marvell will become a major player here and this is a future bull thesis for Marvell in addition to the current thesis outlined here.
5G Infrastructure:
As stated in the Investors Presentation, Marvell leads with base station compute. This sets the bandwidth bar and cadence while Inphi adds the fronthaul and backhaul interconnect.
Marvell supplies components for 5G base stations with Nokia and Samsung as customers. Although Marvell has exposure to Huawei, these two suppliers can make up for this exposure in time.
We have covered ASICs in detail in both the Marvell PDF and the AMD-Xilinx PDF. ASICs stands for applicationspecific integrated circuit and are customized to perform one very specific function. Recently, 5G infrastructure has favored ASICs over FPGAs – which is key to the success that Marvell has seen in 2020 and beyond. One driving factor is that ASICs cost less over time while rivaling FPGAs on efficiency and power.
The main point here is that Marvell has a serious opportunity to be the front-runner in 5G infrastructure. The 5G network will soon rival cloud infrastructure on data and processing, and therefore, I believe quite a bit of Marvell’s strategy with Inphi resides in the interconnects increasing the speed of the 5G network and reducing capex by removing steps in the network layer.
As stated in the Marvell PDF, the company is attempting to offer end-to-end network infrastructure with baseband DSPs, Arm multi-core SoCs (system on chips), purpose- built hardware accelerators, Ethernet connectivity engines and system-level security solutions.
Although Marvell aims to offer specific-use ASICs and semi-custom ASICs, the 5G platform that Marvell offers will be adaptable for many use cases to expand on any ASIC limitations. Adding Inphi to this will strengthen the endto-end network infrastructure offering by Marvell.
This matters when you analyze supply and demand. To me (as an investor), the data center with DPUs/Liquid IO, Thunder X Arm-based platform and now Inphi’s silicon photonics are the core business but the demand for 5G and edge networking are the tailwind and growth opportunity that I am primarily keen on for 2021. With that said, I don’t want to overlook Marvell’s potential with DPUs in 2022-ish.
With Inphi, Marvell has the potential to own edge networking with very few competitors on ASICs and silicon photonics in this arena whereas the data center is highly competitive. Inphi’s solutions connect edge switches (and core switches) over both short and long distances (the long distances being more important for 5G), which along with Marvell’s lead on base stations, is a strong combination for the 5G build-out.