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8-K - 8-K - Mellanox Technologies, Ltd.a12-24214_18k.htm

Exhibit 99.1

 

 

 

 

 

PRESS RELEASE

 

Mellanox Technologies, Ltd.

GRAPHIC

 

Press/Media Contacts

Ashley Paula

Waggener Edstrom

+1-415-547-7024

apaula@waggeneredstrom.com

 

USA Investor Contact

Gwyn Lauber

Mellanox Technologies

+1-408-916-0012

gwyn@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

 

17 Percent Quarter-over-Quarter and 130 Percent Year-over-Year Revenue Growth;

51 Percent Quarter-over-Quarter Net Income Growth

 

SUNNYVALE, Calif. and YOKNEAM, ISRAEL — Oct. 17, 2012 — Mellanox® Technologies, Ltd. (NASDAQ: MLNX; TASE: MLNX), a leading supplier of end-to-end interconnect solutions for servers and storage systems, today announced record financial results in its third quarter 2012, ended September 30, 2012.

 

Third Quarter 2012 Highlights

 

·                  Revenues were $156.5 million

 

·                  GAAP gross margins were 69.1 percent

 

·                  Non-GAAP gross margins were 70.5 percent

 

·                  GAAP operating income was $49.2 million

 

·                  Non-GAAP operating income was $60.9 million

 

·                  GAAP net income was $48.4 million

 



 

·                  Non-GAAP net income was $60.1 million

 

·                  GAAP net income per diluted share was $1.09

 

·                  Non-GAAP net income per diluted share was $1.37

 

·                  $74.4 million in cash was provided by operating activities

 

·                  $405.4 million in total cash and investments at September 30, 2012, an increase of $77.6 million from June 30, 2012

 

Financial Results

 

In accordance with U.S. generally accepted accounting principles (GAAP), the company reported record revenue of $156.5 million for the third quarter of 2012, up 17.2 percent from $133.5 million in the second quarter of 2012, and up 129.6 percent from $68.2 million in the third quarter of 2011.

 

GAAP gross margins in the third quarter of 2012 were 69.1 percent, compared with 68.8 percent in the second quarter of 2012, and 64.5 percent in the third quarter of 2011.

 

Non-GAAP gross margins in the third quarter of 2012 were 70.5 percent, unchanged from the second quarter of 2012, and compared to 68.2 percent in the third quarter of 2011.

 

GAAP net income in the third quarter of 2012 was a record $48.4 million, or $1.09 per diluted share, compared with net income of $32.1 million, or $0.74 per diluted share in the second quarter of 2012, and $4.8 million, or $0.13 per diluted share in the third quarter of 2011.

 

Non-GAAP net income in the third quarter of 2012 was a record $60.1 million, or $1.37 per diluted share, compared with $42.9 million, or $0.99 per diluted share in the second quarter of 2012, and $13.0 million, or $0.34 per diluted share in the third quarter of 2011. The third quarter 2012 non-GAAP net income excludes $9.4 million of share-based compensation expenses compared to $8.4 million in the second quarter of 2012, and compared to $5.6 million in the third quarter of 2011. The third quarter 2012 non-GAAP net income also excludes amortization of acquired intangible assets of $2.3 million associated with the acquisition of Voltaire, Ltd. on February 7, 2011 consistent with such amortization expenses in the second quarter of 2012, and compared to $2.6 million in the third quarter of 2011.

 

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Total cash and investments were $405.4 million at September 30, 2012. The company generated a record $74.4 million in cash from operating activities during the quarter.

 

“Our third quarter results demonstrate the company’s continued ability to increase its penetration into existing markets, as well as to expand into new markets for our InfiniBand solutions,” said Eyal Waldman, chairman, president and CEO of Mellanox Technologies. “We also continue to see increased traction for our 10 and 40 Gigabit Ethernet products. We expect additional partners and customers to benefit from the higher return-on-investment that our fast interconnect solutions provide to them.”

 

Recent Mellanox Press Release Highlights

 

·                  Oct. 15 - Mellanox Introduces SwitchX-2 - The World’s Leading Software Defined Networking VPI Switch

 

·                  Oct. 2 - Mellanox InfiniBand Selected by Fujitsu to Accelerate the Australian National University Supercomputer

 

·                  Sept. 27 - Atlantic.Net Selects Mellanox’s InfiniBand Solutions to Connect Its World Leading Cloud Hosting Platform

 

·                  Sept. 12 - Mellanox 40 Gigabit Ethernet Wins Gold for Big Data at 2012 Stevie Awards

 

·                  Sept. 4 - Mellanox InfiniBand and Ethernet Interconnect Solutions Incorporated within Microsoft Windows Server 2012 Enable the Highest Performance for Cloud, Database and Storage Infrastructures

 

·                  Aug. 28 - Mellanox’s Hardware-Based I/O Virtualization Solution over VMware ESXi 5.1 Enables Industry’s Highest Performance in Virtualized Data Centers

 

·                  Aug. 28 - Mellanox 40 Gigabit Ethernet Solutions Deliver Record Virtualization Performance over VMware ESXi 5.1

 

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·                  Aug. 27 - Mellanox Introduces New RDMA-Based Virtual SAN Software Appliance Delivering 6X Higher Performance than Fibre Channel SAN Hardware

 

·                  Aug. 6 - Mellanox Awarded Best Interconnect Technology for Chinese Energy Industry

 

·                  July 19 - ProfitBricks Selects Mellanox InfiniBand for New Large-Scale Cloud Infrastructure Service

 

Conference Calls

 

Mellanox will broadcast its third quarter 2012 financial results conference call today at 2 p.m. Pacific Time (5 p.m. Eastern). 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, October 18, 2012 at 9 a.m. Israel Time to discuss the company’s third quarter 2012 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 website 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 interconnect solutions and services for servers and storage. Mellanox interconnect solutions increase data center efficiency by providing the highest throughput and lowest latency, delivering data faster to applications and unlocking system performance capability. Mellanox offers a choice of fast interconnect products: adapters, switches, software and silicon that accelerate application runtime and maximize business results for a wide range of markets including high performance computing, enterprise data centers, Web 2.0, cloud, storage, Big Data and financial services. More information is available 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 measures of net income which are adjusted from results based on GAAP to exclude share-based compensation expenses and acquisition related expenses. The company believes the non-GAAP results provide useful information to both management and investors, as these non-GAAP results exclude expenses that

 

4



 

are not indicative of our core operating results. Management believes it is useful to exclude share-based compensation expenses and acquisition related expenses 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 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 condensed consolidated statements of operations 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 partners, 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, the continued launch and volume ramp of Intel Romley and Sandy Bridge-based server and storage platforms, and our ability to protect our intellectual property rights. Furthermore, the majority of our quarterly revenues are derived from customer orders received and fulfilled in the same quarterly period and we have limited visibility into actual end-user demand in any given quarter; consequently, this introduces risk and uncertainty into our revenue and production forecasts and business planning and could negatively impact our financial results. 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 August 3, 2012, and our form 10-K filed with the SEC on February 28, 2012. 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. Connect-IB, FabricIT, MLNX-OS, ScalableHPC, Unbreakable-Link, UFM and Unified Fabric Manager 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,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

$

156,471

 

$

68,160

 

$

378,681

 

$

186,562

 

Cost of revenues

 

48,375

 

24,164

 

118,963

 

65,829

 

Gross profit

 

108,096

 

43,996

 

259,718

 

120,733

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

36,229

 

23,367

 

102,845

 

67,366

 

Sales and marketing

 

16,451

 

10,484

 

45,066

 

29,028

 

General and administrative

 

6,212

 

4,525

 

17,405

 

17,629

 

Total operating expenses

 

58,892

 

38,376

 

165,316

 

114,023

 

Income from operations

 

49,204

 

5,620

 

94,402

 

6,710

 

Other income, net

 

585

 

416

 

990

 

552

 

Income before taxes

 

49,789

 

6,036

 

95,392

 

7,262

 

Provision for taxes on income

 

(1,386

)

(1,226

)

(2,454

)

(1,948

)

Net income

 

$

48,403

 

$

4,810

 

$

92,938

 

$

5,314

 

Net income per share — basic

 

$

1.16

 

$

0.13

 

$

2.27

 

$

0.15

 

Net income per share — diluted

 

$

1.09

 

$

0.13

 

$

2.13

 

$

0.14

 

Shares used in computing income per share:

 

 

 

 

 

 

 

 

 

Basic

 

41,871

 

35,821

 

40,923

 

35,158

 

Diluted

 

44,434

 

38,003

 

43,595

 

37,419

 

 

6



 

Mellanox Technologies, Ltd.

Reconciliation of Non-GAAP Adjustments

(in thousands, percentages, unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP net income to non-GAAP:

 

 

 

 

 

 

 

 

 

GAAP net income

 

$

48,403

 

$

4,810

 

$

92,938

 

$

5,314

 

Adjustments:

 

 

 

 

 

 

 

 

 

Share-based compensation expense:

 

 

 

 

 

 

 

 

 

Cost of revenues

 

406

 

352

 

1,176

 

721

 

Research and development

 

4,883

 

3,058

 

13,583

 

8,415

 

Sales and marketing

 

2,476

 

1,255

 

6,179

 

3,572

 

General and administrative

 

1,604

 

979

 

4,118

 

2,645

 

Total share-based compensation expense

 

9,369

 

5,644

 

25,056

 

15,353

 

Amortization of acquired intangibles:

 

 

 

 

 

 

 

 

 

Cost of revenues

 

1,879

 

2,155

 

5,671

 

6,323

 

Sales and marketing

 

439

 

439

 

1,317

 

1,131

 

Total amortization of acquired intangibles

 

2,318

 

2,594

 

6,988

 

7,454

 

Other acquisition related charges

 

 

 

 

4,394

 

Non-GAAP net income

 

$

60,090

 

$

13,048

 

$

124,982

 

$

32,515

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP gross profit to non-GAAP:

 

 

 

 

 

 

 

 

 

Revenues

 

$

156,471

 

$

68,160

 

$

378,681

 

$

186,562

 

GAAP gross profit

 

108,096

 

43,996

 

259,718

 

120,733

 

GAAP gross margin

 

69.1

%

64.5

%

68.6

%

64.7

%

Share-based compensation expense

 

406

 

352

 

1,176

 

721

 

Acquisition related charges

 

1,879

 

2,155

 

5,671

 

6,323

 

Non-GAAP gross profit

 

$

110,381

 

$

46,503

 

$

266,565

 

$

127,777

 

Non-GAAP gross margin

 

70.5

%

68.2

%

70.4

%

68.5

%

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP operating expenses to non-GAAP:

 

 

 

 

 

 

 

 

 

GAAP operating expenses

 

$

58,892

 

$

38,376

 

$

165,316

 

$

114,023

 

Share-based compensation expense

 

(8,963

)

(5,292

)

(23,880

)

(14,632

)

Acquisition related charges

 

(439

)

(439

)

(1,317

)

(5,525

)

Non-GAAP operating expenses

 

$

49,490

 

$

32,645

 

$

140,119

 

$

93,866

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP income from operations to non-GAAP:

 

 

 

 

 

 

 

 

 

GAAP income from operations

 

$

49,204

 

$

5,620

 

$

94,402

 

$

6,710

 

Share-based compensation expense

 

9,369

 

5,644

 

25,056

 

15,353

 

Acquisition related charges

 

2,318

 

2,594

 

6,988

 

11,848

 

Non-GAAP income from operations

 

$

60,891

 

$

13,858

 

$

126,446

 

$

33,911

 

 

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,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing GAAP diluted earnings per share

 

44,434

 

38,003

 

43,595

 

37,419

 

Adjustments:

 

 

 

 

 

 

 

 

 

Effect of dilutive securities under GAAP*

 

(2,563

)

(2,182

)

(2,672

)

(2,261

)

Total options vested and exercisable

 

1,871

 

3,076

 

1,871

 

3,076

 

Shares used in computing non-GAAP diluted earnings per share**

 

43,742

 

38,897

 

42,794

 

38,234

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted net income per share

 

$

1.09

 

$

0.13

 

$

2.13

 

$

0.14

 

Adjustments:

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

0.21

 

0.15

 

0.57

 

0.41

 

Amortization of acquired intangibles

 

0.05

 

0.07

 

0.16

 

0.20

 

Other acquisition related charges

 

0.00

 

0.00

 

0.00

 

0.12

 

Effect of dilutive securities under GAAP*

 

0.08

 

0.02

 

0.19

 

0.06

 

Total options vested and exercisable

 

(0.06

)

(0.03

)

(0.13

)

(0.08

)

Non-GAAP diluted income per share**

 

$

1.37

 

$

0.34

 

$

2.92

 

$

0.85

 

 


 

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

 

** Effective January 1, 2012, the Company uses weighted shares outstanding method to calculate the non-GAAP share count.  For comparison purposes, the non-GAAP share count for the 2011 periods presented was calculated using this new method.

 

8



 

Mellanox Technologies, Ltd.

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

137,904

 

$

181,258

 

Short-term investments

 

259,830

 

52,373

 

Restricted cash

 

4,304

 

4,452

 

Accounts receivable, net

 

52,550

 

48,215

 

Inventories

 

34,317

 

24,955

 

Deferred taxes and other current assets

 

13,681

 

7,373

 

Total current assets

 

502,586

 

318,626

 

Property and equipment, net

 

52,865

 

36,806

 

Severance assets

 

8,189

 

7,767

 

Intangible assets, net

 

18,439

 

25,657

 

Goodwill

 

132,885

 

132,885

 

Deferred taxes and other long-term assets

 

11,161

 

8,289

 

Total assets

 

$

726,125

 

$

530,030

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

40,079

 

$

30,132

 

Accrued liabilities

 

51,538

 

31,091

 

Deferred revenue

 

10,550

 

5,571

 

Capital lease obligations

 

1,254

 

299

 

Total current liabilities

 

103,421

 

67,093

 

Accrued severance

 

11,011

 

10,433

 

Deferred revenue

 

7,671

 

3,664

 

Capital lease obligations

 

3,113

 

279

 

Other long-term obligations

 

9,379

 

6,214

 

Total liabilities

 

134,595

 

87,683

 

Shareholders’ equity:

 

 

 

 

 

Ordinary shares

 

177

 

165

 

Additional paid-in capital

 

473,476

 

418,255

 

Accumulated other comprehensive loss

 

(152

)

(1,164

)

Retained earnings

 

118,029

 

25,091

 

Total shareholders’ equity

 

591,530

 

442,347

 

Total liabilities and shareholders’ equity

 

$

726,125

 

$

530,030

 

 

9



 

Mellanox Technologies, Ltd.

Condensed Consolidated Statement of Cash Flows

(in thousands, unaudited)

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

92,938

 

$

5,314

 

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

 

 

 

 

 

Depreciation and amortization

 

17,092

 

14,380

 

Deferred income taxes

 

(4,449

)

579

 

Share-based compensation

 

25,056

 

15,353

 

Gain on investments

 

(384

)

(39

)

Excess tax benefit from share-based compensation

 

(2,919

)

(1,363

)

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(4,335

)

(13,648

)

Inventories

 

(9,946

)

(1,346

)

Prepaid expenses and other assets

 

(3,286

)

296

 

Accounts payable

 

9,947

 

16,469

 

Accrued liabilities and other payables

 

37,387

 

4,985

 

Net cash provided by operating activities

 

157,101

 

40,980

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

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

 

 

(203,704

)

Purchase of severance-related insurance policies

 

(581

)

(636

)

Purchases of short-term investments

 

(234,725

)

(8,937

)

Proceeds from sale of short-term investments

 

6,201

 

147,393

 

Proceeds from maturities of short-term investments

 

21,363

 

10,608

 

Decrease (increase) in restricted cash deposits

 

94

 

(1,700

)

Purchase of property and equipment

 

(20,921

)

(15,767

)

Purchase of equity investment in a private company

 

(1,424

)

 

Net cash used in investing activities

 

(229,993

)

(72,743

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from public offering, net

 

 

104,201

 

Principal payments on capital lease obligations

 

(639

)

(237

)

Proceeds from issuance of common stock to employees

 

27,258

 

14,821

 

Excess tax benefit from share-based compensation

 

2,919

 

1,363

 

Net cash provided by financing activities

 

29,538

 

120,148

 

 

 

 

 

 

 

Net (decrease) increase in cash and cash equivalents

 

(43,354

)

88,385

 

Cash and cash equivalents at beginning of period

 

181,258

 

107,994

 

Cash and cash equivalents at end of period

 

$

137,904

 

$

196,379

 

 

10