Technology

How Worried Should Marvell Holders Really Be Over PwC Auditor Withdrawal?

Marvell Technology Group Ltd. (NASDAQ: MRVL) is not a stock that most investors expect to see down almost 15% in just one trading session. Unfortunately, Tuesday was no normal trading session. An SEC filing showed that PricewaterhouseCoopers (PwC) has resigned as the firm’s external auditor. With as much as shares were already down from highs, this only creates more confusion and more fear.

Marvell said that PwC’s audit reports on its consolidated financial statements as of and for the fiscal years ended January 31, 2015, and February 1, 2014, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. Additional information in the SEC filing showed that, on October 20, 2015, PwC advised the Marvell’s Audit Committee of its board of directors of PwC’s resignation as its independent registered public accounting firm, also effective as of October 20.

Marvell said that the Audit Committee did not request, recommend or approve the resignation of PwC. In short, this was a surprise all the way around.

Marvell shares were last seen down 15.3% at $8.00, and its new 52-week low is $7.55, with a 52-week high of $16.78. Marvell had traded a whopping 34 million shares as of 12:00 a.m. Eastern Time on Tuesday. That is more than four times the normal trading volume.

Marvell’s May 2, 2015 balance sheet showed cash and short-term investments of $2.5 billion or so. The total shareholder equity was over $5.1 billion, and the net tangible assets (backing out intangibles) were still listed as $3.07 billion. Marvell’s new adjusted market cap after this drop was roughly $4.2 billion.

Is the market worried that its stated values or stated income history are not real? Without knowing more, this is a head-scratcher. Investors have decided to shoot first and ask questions later.

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Additional information was shown in Marvell’s SEC filing:

During the two most recent fiscal years and the subsequent interim period through the date of PwC’s resignation, there were (1) no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreements in its reports on the financial statements for such years and (2) no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) except as described below.

PwC has advised the Company that it would need to expand the scope of the 2016 audit in the following areas: (1) the Company’s entity level controls, including whether senior management’s operating style resulted in an open flow of information and communication to set an appropriate tone for an effective control environment, (2) the Company’s process and controls over establishment of significant and judgmental reserves, including reserves for litigation and royalties, (3) the Company’s process and controls over identification, communication and approval of related party transactions, including assignment of intellectual property rights and (4) the adequacy of financial reporting resources, including sufficient personnel with appropriate knowledge, expertise and training commensurate with the Company’s corporate structure and financial reporting requirements. Due to its resignation, PwC did not undertake to expand the scope of the audit.

As of the date of this Form 8-K, PwC has not advised the Company that disclosures should be made or action should be taken to prevent future reliance on a previously issued audit report or completed interim review related to previously issued financial statements.

PwC has discussed these matters with the Audit Committee. The Company has authorized PwC to respond fully to any inquiries from any successor accountant concerning such matters.

The Company provided PwC with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) and requested that PwC furnish a letter addressed to the SEC stating whether or not it agrees with the above statements. Such letter is filed as Exhibit 16 to this report.

(b) The Company has begun a search process to identify a new independent registered public accounting firm. The Company will disclose its engagement of a new independent registered public accounting firm in accordance with SEC rules and regulations once the process has been completed. The Company intends to address the matters communicated by PwC regarding the scope of the 2016 audit in consultation with a new independent registered public accounting firm.

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