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8-K - 8-K - Mellanox Technologies, Ltd.a11-28613_18k.htm

Exhibit 99.1

 

 

GRAPHIC

 

 

 

PRESS RELEASE

 

 

 

Mellanox Technologies, Ltd.

 

Press/Media Contact:

Brian Sparks

408-970-3400

media@mellanox.com

 

U.S. Investor Contact:

Janine Zanelli

408-916-0012

janine@mellanox.com

 

Israel Investor Contact:

Nava Ladin

Gelbart Kahana Investor Relations

+972-3-6074717

nava@gk-biz.com

 

Mellanox Technologies, Ltd. Announces Record Quarterly Results

 

80.4 Percent Year-over-Year and 7.6 Percent Quarter-over-Quarter Revenue Growth

 

SUNNYVALE, Calif. and YOKNEAM, ISRAEL — Oct. 26, 2011 — Mellanox® Technologies, Ltd. (NASDAQ: MLNX; TASE: MLNX), a leading supplier of end-to-end connectivity solutions for servers and storage systems, today announced record revenue of $68.2 million for its fiscal third quarter 2011, ended September 30, 2011.

 

Third Quarter Highlights

 

·                  Revenues were $68.2 million

 

·                  GAAP gross margins were 64.5 percent; non-GAAP gross margins were 68.2 percent

 

·                  GAAP operating income was $5.6 million; non-GAAP operating income was $13.9 million, or 20.3 percent of revenues

 

·                  GAAP net income: $4.8 million; non-GAAP net income $13.0 million

 

·                  GAAP net income per diluted share: $0.13; non-GAAP net income per diluted share $0.31

 

·                  $14.9 million in cash provided by operating activities

 

·                  $220.6 million in total cash and investments at September 30, 2011

 



 

Financial Results

 

In accordance with U.S. generally accepted accounting principles (GAAP), the company reported revenue of $68.2 million, up 7.6 percent from $63.3 million in the second quarter of 2011, and up 80.4 percent from $37.8 million in the third quarter of 2010.

 

GAAP gross margins in the third quarter of 2011 were 64.5 percent, compared with 64.9 percent in the second quarter of 2011 and 73.9 percent in the third quarter of 2010.

 

Non-GAAP gross margins in the third quarter of 2011 were 68.2 percent, compared with 68.9 percent in the second quarter of 2011 and 74.2 percent in the third quarter of 2010.

 

GAAP net income in the third quarter of 2011 was $4.8 million or $0.13 per diluted share, compared with $2.1 million or $0.06 per diluted share in the second quarter of 2011, and $3.5 million or $0.10 per diluted share in the third quarter of 2010.

 

Non-GAAP net income in the third quarter was $13.0 million, or $0.31 per diluted share, compared with $10.3 million or $0.27 per diluted share in the second quarter of 2011, and $8.1 million, or $0.22 per diluted share in the third quarter of 2010.

 

The third quarter 2011 non-GAAP net income results exclude $5.6 million of share-based compensation expenses compared to $5.4 million in the second quarter of 2011, and compared to $3.6 million in the third quarter of 2010.  It also excludes amortization of acquired intangible assets of $2.6 million associated with the acquisition of Voltaire, Ltd. on February 7, 2011 compared to $2.8 million of such amortization expenses in the second quarter of 2011.  The third quarter 2010 non-GAAP net income also excludes $1.1 million of tax expenses related to utilization of deferred tax assets in Israel.

 

In September, the company conducted a follow on public offering of 3,450,000 shares and raised $109.5 million.  As a result, total cash and investments were $220.6 million at September 30, 2011.  The company generated $14.9 million in cash from operating activities during the quarter.

 

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“We are proud to achieve revenue growth of 7.6 percent and non-GAAP EPS growth of 14.9 percent compared to the prior quarter, as well as non-GAAP operating income of 20.3 percent of revenues.  Our product momentum in various vertical markets and applications helped us achieve record quarterly results.  We see tens-of-thousands of our InfiniBand and 10 Gigabit Ethernet adapters deployed in multiple Web 2.0 applications,” said Eyal Waldman, chairman, president and CEO of Mellanox Technologies.  “I am pleased to announce that our FDR 56Gb/s InfiniBand and 40 Gigabit Ethernet I/O solutions are now generally available and have started shipping to our customers.  New server and storage clusters, deployed with our FDR InfiniBand adapters with PCI Express 3.0, are demonstrating record results in terms of bandwidth, latency and overall return-on-investment.  We are excited by the business prospects of these products and the benefits they bring to our HPC, enterprise, financial services, Web 2.0 and cloud data center end-user base.”

 

Recent Mellanox Press Release Highlights

 

·                  Oct. 3 - Mellanox Announces Collaboration with Microsoft on Multiple Technology Demonstrations of New InfiniBand RDMA Support in Windows Server 8

 

·                  Oct. 3 - Mellanox InfiniBand Selected by Microsoft for SQL Server Parallel Data Warehouse-Based Systems

 

·                  Sept. 19 - Mellanox Technologies, Ltd. Announces Launch of Public Offering

 

·                  Sept. 6 - Mellanox Provides High Speed Connectivity for UK-based Grid Computing Project

 

·                  Aug. 29 - Mellanox ConnectX-2 10GbE Adapters Achieve VMware Ready Status

 

·                  Aug. 29 - Mellanox Introduces ConnectX-3 10/40GbE Adapters with Multiple Physical Functions for VMware ESXi 5.0

 

·                  Aug. 29 - Mellanox Introduces World’s Highest-Density 64-Port L2/L3 10GbE Switch

 

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·                  Aug. 1 - Mellanox Boosts Scalability and Performance of France GRID’5000 - A Large Scale, Nationwide High-Performance Computing Infrastructure

 

·                  July 28 - Dell Unveils New Bing Maps Boulder Microsite with Mellanox InfiniBand

 

Conference Calls

 

Mellanox will broadcast its third quarter conference call on Wednesday, Oct. 26 at 2 p.m. Pacific Time (5 p.m. Eastern Time). To listen to the call, dial 877-831-3840 approximately ten minutes prior to the start time.

 

Mellanox will also conduct a conference call on Thursday, Oct. 27 at 9 a.m. Israel Time to discuss the company’s third quarter 2011 financial results in Hebrew.  To listen to the call, dial +972-3-9180609 approximately 10 minutes prior to the start of the call.

 

The Mellanox financial results conference call will be available via a live webcast on the investor relations section of the Mellanox website at http://ir.mellanox.com. Access the web site 15 minutes prior to the start of the call to download and install any necessary audio software. An archived webcast replay will also be available on the Mellanox website.

 

About Mellanox

 

Mellanox Technologies is a leading supplier of end-to-end InfiniBand and Ethernet connectivity solutions and services for servers and storage. Mellanox products optimize data center performance and deliver industry-leading bandwidth, scalability, power conservation and cost-effectiveness while converging multiple legacy network technologies into one future-proof architecture. The company offers innovative solutions that address a wide range of markets including HPC, enterprise, mega warehouse data centers, cloud computing, Internet and Web 2.0.

 

Founded in 1999, Mellanox Technologies is headquartered in Sunnyvale, California and Yokneam, Israel. For more information, visit Mellanox at www.mellanox.com.

 

GAAP to Non-GAAP Reconciliation

 

To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), Mellanox uses non-GAAP financial measures, including non-GAAP gross profit, operating income, net income and earnings per share. These supplemental measures exclude share-based compensation expenses, changes in certain deferred tax assets, amortization of acquired intangibles and acquisition related charges. The company believes the non-GAAP results provide useful information to both management and investors, as these non-GAAP results exclude expenses that are not indicative of our

 

4



 

core operating results. Management believes it is useful to exclude share-based compensation expenses, changes in deferred tax assets, amortization of acquired intangibles and acquisition related charges because it enhances investors’ ability to understand our business from the same perspective as management, which believes that such items are not directly attributable to nor reflect the underlying performance of the company’s business operations.  Further, management believes certain non-cash charges, such as share-based compensation, amortization of acquired intangibles and changes in certain deferred tax assets do not reflect the cash operating results of the business. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. These non-GAAP measures may be different than the non-GAAP measures used by other companies. A reconciliation of GAAP to non-GAAP adjustments is also presented in the financial statements portion of this release and is posted under the “Investors” section at our web site.

 

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:

 

All statements included or incorporated by reference in this release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management’s beliefs and certain assumptions made by us, all of which are subject to change.

 

Forward-looking statements can often be identified by words such as “projects,” “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions and variations or negatives of these words.  These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.

 

The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include the continued expansion of our product line, customer base and the total available market of our products, the continued growth in demand for our products, the continued, increased demand for industry standards-based technology, our ability to react to trends and challenges in our business and the markets in which we operate, our ability to anticipate market needs or develop new or enhanced products to meet those needs, the adoption rate of our products, our ability to establish and maintain successful relationships with our OEM customers, our ability to effectively compete in our industry, fluctuations in demand, sales cycles and prices for our products and services, our success converting design wins to revenue-generating product shipments, and our ability to protect our intellectual property rights.

 

In addition, current uncertainty in the global economic environment poses a risk to the overall economy as businesses may defer purchases in response to tighter credit conditions, changing overall demand for our products, and negative financial news. Consequently, our results could differ materially from our prior results due to these general economic and market conditions, political events and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission.

 

More information about the risks, uncertainties and assumptions that may impact our business is set forth in our form 10-Q filed with the SEC on Aug 4, 2011, and our form 10-K filed with the SEC on March 7, 2011. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.

 

Mellanox, BridgeX, ConnectX, CORE-Direct, InfiniBridge, InfiniHost, InfiniScale, PhyX, SwitchX, Virtual Protocol Interconnect and Voltaire are registered trademarks of Mellanox Technologies, Ltd. FabricIT, and MLNX-OS are trademarks of Mellanox Technologies, Ltd. All other trademarks are property of their respective owners.

 

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Mellanox Technologies, Ltd.

Condensed Consolidated Statements of Operations

(in thousands, except per share data, unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

68,160

 

$

37,779

 

$

186,562

 

$

113,947

 

Cost of revenues

 

24,164

 

9,861

 

65,829

 

29,073

 

Gross profit

 

43,996

 

27,918

 

120,733

 

84,874

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

23,367

 

14,973

 

67,366

 

41,245

 

Sales and marketing

 

10,484

 

5,445

 

29,028

 

15,867

 

General and administrative

 

4,525

 

2,675

 

17,629

 

8,060

 

Total operating expenses

 

38,376

 

23,093

 

114,023

 

65,172

 

Income from operations

 

5,620

 

4,825

 

6,710

 

19,702

 

Other income, net

 

416

 

55

 

552

 

217

 

Income before taxes

 

6,306

 

4,880

 

7,262

 

19,919

 

Provision for taxes on income

 

(1,226

)

(1,377

)

(1,948

)

(5,862

)

Net income

 

$

4,810

 

$

3,503

 

$

5,314

 

$

14,057

 

Net income per share — basic

 

$

0.13

 

$

0.10

 

$

0.15

 

$

0.42

 

Net income per share — diluted

 

$

0.13

 

$

0.10

 

$

0.14

 

$

0.40

 

Shares used in computing income per share:

 

 

 

 

 

 

 

 

 

Basic

 

35,821

 

33,787

 

35,158

 

33,438

 

Diluted

 

38,003

 

35,279

 

37,419

 

35,231

 

 

6



 

Mellanox Technologies, Ltd.

Reconciliation of Non-GAAP Adjustments

(in thousands, except per share data and percentages, unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP net income to non-GAAP:

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

4,810

 

$

3,503

 

$

5,314

 

$

14,057

 

Adjustments:

 

 

 

 

 

 

 

 

 

Share-based compensation expense:

 

 

 

 

 

 

 

 

 

Cost of revenues

 

352

 

96

 

721

 

284

 

Research and development

 

3,058

 

2,091

 

8,415

 

5,925

 

Sales and marketing

 

1,255

 

642

 

3,572

 

1,895

 

General and administrative

 

979

 

724

 

2,645

 

2,259

 

Total share-based compensation expense

 

5,644

 

3,553

 

15,353

 

10,363

 

Amortization of acquired intangibles:

 

 

 

 

 

 

 

 

 

Cost of revenue

 

2,155

 

 

6,323

 

 

Sales and marketing

 

439

 

 

1,131

 

 

Total amortization of acquired intangibles

 

2,594

 

 

7,454

 

 

Other acquisition related charges

 

 

 

4,394

 

 

Deferred taxes in Israel

 

 

1,087

 

 

4,555

 

Non-GAAP net income

 

$

13,048

 

$

8,143

 

$

32,515

 

$

28,975

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP gross profit to non-GAAP:

 

 

 

 

 

 

 

 

 

Revenues

 

$

68,160

 

$

37,779

 

$

186,562

 

$

113,947

 

GAAP gross profit

 

43,996

 

27,918

 

120,733

 

84,874

 

GAAP gross margin

 

64.5

%

73.9

%

64.7

%

74.5

%

Share-based compensation expense

 

352

 

96

 

721

 

284

 

Acquisition related charges

 

2,155

 

 

6,323

 

 

Non-GAAP gross profit

 

$

46,503

 

$

28,014

 

$

127,777

 

$

85,158

 

Non-GAAP gross margin

 

68.2

%

74.2

%

68.5

%

74.7

%

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP operating expenses to non-GAAP:

 

 

 

 

 

 

 

 

 

GAAP operating expenses

 

$

38,376

 

$

23,093

 

$

114,023

 

$

65,172

 

Share-based compensation expense

 

(5,292

)

(3,457

)

(14,632

)

(10,079

)

Acquisition related charges

 

(439

)

 

(5,525

)

 

Non-GAAP operating expenses

 

$

32,645

 

$

19,636

 

$

93,866

 

$

55,093

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP income from operations to non-GAAP:

 

 

 

 

 

 

 

 

 

GAAP income from operations

 

$

5,620

 

$

4,825

 

$

6,710

 

$

19,702

 

Share-based compensation expense

 

5,644

 

3,553

 

15,353

 

10,363

 

Acquisition related charges

 

2,594

 

 

11,848

 

 

Non-GAAP income from operations

 

$

13,858

 

$

8,378

 

$

33,911

 

$

30,065

 

 

7



 

Mellanox Technologies, Ltd.

Reconciliation of Non-GAAP Adjustments

(in thousands, except per share data, unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

GAAP shares - basic

 

35,821

 

33,787

 

35,158

 

33,438

 

Adjustments:

 

 

 

 

 

 

 

 

 

Impact from weighted outstanding shares*

 

3,522

 

100

 

4,185

 

449

 

Non-GAAP shares - basic

 

39,343

 

33,887

 

39,343

 

33,887

 

 

 

 

 

 

 

 

 

 

 

GAAP shares - diluted

 

38,003

 

35,279

 

37,419

 

35,231

 

Adjustments:

 

 

 

 

 

 

 

 

 

Impact from weighted outstanding shares*

 

3,522

 

100

 

4,185

 

449

 

Effect of dilutive securities under GAAP**

 

(2,182

)

(1,492

)

(2,261

)

(1,793

)

Total options vested and exercisable

 

3,076

 

3,034

 

3,076

 

3,034

 

Non-GAAP shares - diluted

 

42,419

 

36,921

 

42,419

 

36,921

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted net income per share

 

$

0.13

 

$

0.10

 

$

0.14

 

$

0.40

 

Adjustments:

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

0.15

 

0.10

 

0.41

 

0.29

 

Amortization of acquired intangibles

 

0.07

 

0.00

 

0.20

 

0.00

 

Other acquisition related charges

 

0.00

 

0.00

 

0.12

 

0.00

 

Deferred taxes in Israel

 

0.00

 

0.03

 

0.00

 

0.13

 

Impact from weighted outstanding shares*

 

(0.03

)

0.00

 

(0.09

)

(0.01

)

Effect of dilutive securities under GAAP**

 

0.02

 

0.01

 

0.06

 

0.04

 

Total options vested and exercisable

 

(0.03

)

(0.02

)

(0.07

)

(0.07

)

Non-GAAP diluted income per share

 

$

0.31

 

$

0.22

 

$

0.77

 

$

0.78

 

 


* Under GAAP, shares used in computing income per share are adjusted for the amount of time they are outstanding during the period.  The number of shares used in computing income per share has been adjusted to a non-GAAP measure as if those ordinary shares were outstanding during the entire period to provide a comparable share number in future quarters.

 

** This adjustment adds back the GAAP effect of additional ordinary shares that would have been outstanding if the dilutive potential common shares from stock options had been issued under the Treasury method.

 

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Mellanox Technologies, Ltd.

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

 

 

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

196,379

 

$

107,994

 

Short-term investments

 

19,757

 

141,959

 

Restricted cash

 

4,509

 

3,353

 

Accounts receivable, net

 

45,964

 

19,893

 

Inventories

 

17,662

 

11,717

 

Deferred taxes and other current assets

 

6,246

 

4,487

 

Total current assets

 

290,517

 

289,403

 

Property and equipment, net

 

30,279

 

15,490

 

Severance assets

 

8,331

 

5,792

 

Intangible assets, net

 

28,621

 

290

 

Goodwill

 

132,885

 

 

Deferred taxes and other long-term assets

 

7,633

 

4,780

 

Total assets

 

$

498,266

 

$

315,755

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

25,536

 

$

6,526

 

Other accrued liabilities

 

21,730

 

15,885

 

Deferred revenue

 

4,665

 

1,051

 

Capital lease obligations, current

 

237

 

316

 

Total current liabilities

 

52,168

 

23,778

 

Accrued severance

 

11,163

 

7,355

 

Deferred revenue

 

2,999

 

563

 

Capital lease obligations

 

 

158

 

Other long-term obligations

 

4,629

 

2,211

 

Total liabilities

 

70,959

 

34,065

 

Shareholders’ equity

 

 

 

 

 

Ordinary shares

 

164

 

141

 

Additional paid-in capital

 

407,499

 

265,481

 

Accumulated other comprehensive income

 

(784

)

954

 

Retained earnings

 

20,428

 

15,114

 

Total shareholders’ equity

 

427,307

 

281,690

 

Total liabilities and shareholders’ equity

 

$

498,266

 

$

315,755

 

 

9



 

Mellanox Technologies, Ltd.

Condensed Consolidated Statement of Cash Flows

(in thousands, unaudited)

 

 

 

Nine Months Ended September  30,

 

 

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

5,314

 

$

14,057

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

14,380

 

4,073

 

Deferred income taxes

 

579

 

4,153

 

Share-based compensation expense

 

15,353

 

10,363

 

Gain on investments

 

(39

)

(235

)

Excess tax benefit from share-based compensation

 

(1,363

)

(1,217

)

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(13,648

)

(2,095

)

Inventory

 

(1,346

)

(3,449

)

Prepaid expenses and other assets

 

296

 

1,140

 

Accounts payable

 

16,469

 

1,522

 

Accrued liabilities and other payables

 

4,985

 

2,814

 

Net cash provided by operating activities

 

40,980

 

31,126

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Acquisition of Voltaire Ltd., net of cash acquired of $3,961

 

(203,704

)

 

Purchase of severance-related insurance policies

 

(636

)

(588

)

Purchases of short-term investments

 

(8,937

)

(182,615

)

Proceeds from sale of short-term investments

 

147,393

 

122,726

 

Proceeds from maturities of short-term investments

 

10,608

 

39,265

 

Increase in restricted cash deposit

 

(1,700

)

 

Purchase of property and equipment

 

(15,767

)

(9,295

)

Purchase of equity investment in a private company

 

 

(135

)

Net cash used in investing activities

 

(72,743

)

(30,642

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from public offering, net

 

104,201

 

 

Principal payments on capital lease obligations

 

(237

)

(449

)

Proceeds from issuance of common stock to employees

 

14,821

 

7,263

 

Excess tax benefit from share-based compensation

 

1,363

 

1,217

 

Net cash provided by financing activities

 

120,148

 

8,031

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

 

88,385

 

8,515

 

Cash and cash equivalents at beginning of period

 

107,994

 

43,640

 

Cash and cash equivalents at end of period

 

$

196,379

 

$

52,155

 

 

10