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8-K - 8-K - Mellanox Technologies, Ltd.a15-21405_18k.htm

Exhibit 99.1

 

PRESS RELEASE

GRAPHIC

 

Mellanox Technologies, Ltd.

 

Press/Media Contact

Allyson Scott

McGrath/Power Public Relations and Communications

+1-408-727-0351

allysonscott@mcgrathpower.com

Investor Contact

Mellanox Technologies

+1-408-916-0012

ir@mellanox.com

 

Israel Press Contact

Sharon Levin

Gelbart Kahana Investor Relations

+972-3-6070567

sharonl@gk-biz.com

 

Mellanox Achieves Record Revenue in the Third Quarter 2015

 

Revenue grew 42 percent year-over-year

Shipping end-to-end 10/25/40/50/100Gb/s Ethernet solutions

EDR 100Gb/s InfiniBand revenue grew 147 percent quarter-over-quarter

Announced definitive agreement to acquire EZchip

 

SUNNYVALE, Calif. and YOKNEAM, ISRAEL — October 21, 2015 — Mellanox® Technologies, Ltd. (NASDAQ: MLNX) today announced financial results for its third quarter, ended September 30, 2015.

 

“We are excited to achieve consecutive record quarterly revenues. Assuming the midpoint of our fourth quarter 2015 guidance, our annual revenues are expected to grow 41 percent year-over year, and gross margins to be above 72.5 percent. We also expect annual operating income to improve substantially from the prior year, to approximately 21 percent of revenue, which is a significant step towards our long-term target profitability,” said Eyal Waldman, president and CEO of Mellanox Technologies. “Today, Mellanox is a diversified company, serving more products, markets, and customers. We are seeing revenues from our 10, 25, 40, 50 and 100 Gigabit Ethernet solutions and traction with large data center customers for these products. We are happy to see our EDR 100 Gigabit InfiniBand revenues growing at a faster pace than FDR did, to approximately 12 percent of InfiniBand revenues. The EZchip acquisition will bring us strategic customers and advanced technologies that will fuel further growth and diversification.”

 



 

Third Quarter 2015 Highlights

 

·                  Revenues of $171.4 million increased 5.0 percent, compared to $163.1 million in the second quarter of 2015.

 

·                  GAAP gross margins of 71.3 percent in the third quarter compared to 71.1 percent in the second quarter of 2015.

 

·                  Non-GAAP gross margins of 72.9 percent in the third quarter compared to 72.7 percent in the second quarter of 2015.

 

·                  GAAP operating income was $20.6 million, compared to $19.4 million, in the second quarter of 2015.

 

·                  Non-GAAP operating income was $37.0 million, or 21.6 percent of revenue, compared to $36.2 million, or 22.2 percent of revenue in the second quarter of 2015.

 

·                  GAAP net income was $20.0 million, compared to $19.2 million in the second quarter of 2015.

 

·                  Non-GAAP net income was $36.3 million, compared to $36.1 million in the second quarter of 2015.

 

·                  GAAP net income per diluted share of $0.42 increased 5.0 percent, compared to $0.40 in the second quarter of 2015.

 

·                  Non-GAAP net income per diluted share of $0.75 in the third quarter and second quarter of 2015.

 

·                  $28.7 million in cash was provided by operating activities, compared to $41.3 million in the second quarter of 2015.

 

·                  Cash and investments totaled $485.6 million at September 30, 2015, compared to $467.2 million at June 30, 2015.

 

Fourth Quarter 2015 Guidance

 

We currently project:

 

·                  Quarterly revenues of $171 million to $176 million.

 

·                  Non-GAAP gross margins of 71.5 percent to 72.5 percent.

 

·                  An increase in non-GAAP operating expenses of 1 percent to 4 percent.

 

·                  Share-based compensation expense from $13.2 million to $13.7 million.

 

·                  Non-GAAP diluted share count from 48.3 million to 48.8 million shares.

 

2



 

Recent Mellanox Press Release Highlights

 

·                  Oct. 13, 2015 - Mellanox Supports the Grand Opening of the QCT Cloud Solution Center in Silicon Valley

 

·                  Sept. 30, 2015 - Mellanox Technologies, Ltd. Announces Definitive Agreement to Acquire EZchip

 

·                  Sept. 28, 2015 - Mellanox and Ixia Demonstrate Industry-First Interoperability of 100Gb/s Ethernet Platforms over 2km of Optical Fiber with Silicon Photonics Transceivers

 

·                  Sept. 21, 2015 - Healthcare Organizations Select Mellanox InfiniBand-Based Cloud

 

·                  Sept. 2, 2015 - Mellanox Begins Shipping Spectrum, Industry’s First Open Ethernet 25/50/100 Gigabit Switch, to Cloud, Web 2.0 and Enterprise Data Center Customers

 

·                  Aug. 31, 2015 - Mellanox Ethernet Solutions Enable Cloud-based Businesses to Achieve Higher Level of Efficiency and Scalability over VMware vSphere 6

 

·                  Aug. 31, 2015 - Mellanox Simplifies Cloud Deployments with CloudX Hyper-Converged Platforms for Enterprise and Telecom

 

·                  Aug. 25, 2015 - KTH Royal Institute of Technology Selects Mellanox End-to-End EDR 100Gb/s InfiniBand Solutions

 

·                  Aug. 19, 2015 - Open Ethernet Gains Industry Momentum with Large Eco-System Demonstration Including Microsoft, Dell, Metaswitch, and Mellanox

 

·                  Aug. 11, 2015 - Mellanox Optimizes Flash Storage Access, Enabling Faster Time-to-Decision While Lowering Cost

 

·                  http://www.mellanox.com/ethernet/wine-space.php

 

Conference Call

 

Mellanox will hold its third quarter 2015 financial results conference call today at 2 p.m. Pacific Time to discuss the company’s financial results. To listen to the call, dial +1-785-424-1666 approximately ten minutes prior to the start time.

 

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

 

3



 

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, cables 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 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 expense, amortization expense of acquired intangible assets, acquisition related expense, settlement costs, changes related to recognition of deferred tax valuation allowance and gains (impairment losses) on equity investments. 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 core operating results. Management believes it is useful to exclude share-based compensation expense, amortization expense of acquired intangible assets, acquisition related expense, settlement costs, changes related to recognition of deferred tax valuation allowance, and gains (impairment losses) on equity investments 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 intangible assets and changes related to recognition of deferred tax valuation allowance 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 “Investor Relations” section on our website.

 

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, including the guidance for the three months ended December 31, 2015, statements related to our expectations for achievement of continued revenue growth and record revenue for the fiscal year 2015, statements related to trends in the market for our solutions and services, opportunities for our company in 2015 and beyond, and future product capabilities. 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 large customer sales opportunities, 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. We have limited visibility into actual end-user demand as such demand impacts us and our OEM customer inventory balances 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.

 

4



 

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 July 31, 2015, and our annual report on Form 10-K filed with the SEC on March 2, 2015. All forward-looking statements in this press release, including the guidance for the three months ended December 31, 2015, are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.

 

Mellanox is a registered trademark of Mellanox Technologies, Ltd. All other trademarks are property of their respective owners.

 

5



 

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,

 

 

 

2015

 

2014

 

2015

 

2014

 

Total revenues

 

$

171,377

 

$

120,708

 

$

481,200

 

$

322,533

 

Cost of revenues

 

49,129

 

39,377

 

137,394

 

107,541

 

Gross profit

 

122,248

 

81,331

 

343,806

 

214,992

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

65,861

 

54,220

 

186,555

 

152,063

 

Sales and marketing

 

24,816

 

18,863

 

70,740

 

56,865

 

General and administrative

 

10,944

 

9,185

 

31,315

 

26,861

 

Total operating expenses

 

101,621

 

82,268

 

288,610

 

235,789

 

Income (loss) from operations

 

20,627

 

(937

)

55,196

 

(20,797

)

Other income (loss), net

 

441

 

361

 

(1,116

)

952

 

Income (loss) before taxes

 

21,068

 

(576

)

54,080

 

(19,845

)

Benefit from (provision for) taxes on income

 

(1,116

)

1,167

 

(4,384

)

589

 

Net income (loss)

 

$

19,952

 

$

591

 

$

49,696

 

$

(19,256

)

Net income (loss) per share basic

 

$

0.43

 

$

0.01

 

$

1.08

 

$

(0.44

)

Net income (loss) per share diluted

 

$

0.42

 

$

0.01

 

$

1.05

 

$

(0.44

)

Shares used in per share calculation:

 

 

 

 

 

 

 

 

 

Basic

 

46,583

 

44,984

 

46,158

 

44,646

 

Diluted

 

47,725

 

46,229

 

47,542

 

44,646

 

 

6



 

Mellanox Technologies, Ltd.

Reconciliation of Non-GAAP Adjustments

(in thousands, percentages, unaudited)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP net income (loss) to non-GAAP:

 

 

 

 

 

 

 

 

 

GAAP net income (loss)

 

$

19,952

 

$

591

 

$

49,696

 

$

(19,256

)

Adjustments:

 

 

 

 

 

 

 

 

 

Share-based compensation expense:

 

 

 

 

 

 

 

 

 

Cost of revenues

 

592

 

532

 

1,749

 

1,586

 

Research and development

 

7,183

 

6,756

 

21,504

 

20,187

 

Sales and marketing

 

2,621

 

2,473

 

7,765

 

7,385

 

General and administrative

 

2,434

 

2,088

 

6,816

 

6,276

 

Total share-based compensation expense

 

12,830

 

11,849

 

37,834

 

35,434

 

Amortization of acquired intangibles:

 

 

 

 

 

 

 

 

 

Cost of revenues

 

2,074

 

1,651

 

5,621

 

5,699

 

Research and development

 

194

 

195

 

584

 

586

 

Sales and marketing

 

196

 

1,039

 

977

 

3,117

 

Total amortization of acquired intangibles

 

2,464

 

2,885

 

7,182

 

9,402

 

Settlement costs:

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

1,250

 

 

1,250

 

Total settlement costs

 

 

1,250

 

 

1,250

 

Acquisition related expense

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

230

 

 

849

 

Research and development

 

290

 

1,216

 

1,893

 

1,949

 

Sales and marketing

 

 

225

 

450

 

637

 

General and administrative

 

742

 

 

742

 

 

Total acquisition related expense

 

1,032

 

1,671

 

3,085

 

3,435

 

Impairment loss on equity investment in a private company

 

 

 

3,189

 

 

Non-GAAP net income

 

$

36,278

 

$

18,246

 

$

100,986

 

$

30,265

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP gross profit to non-GAAP:

 

 

 

 

 

 

 

 

 

Revenues

 

$

171,377

 

$

120,708

 

$

481,200

 

$

322,533

 

GAAP gross profit

 

122,248

 

81,331

 

343,806

 

214,992

 

GAAP gross margin

 

71.3

%

67.4

%

71.4

%

66.7

%

Share-based compensation expense

 

592

 

532

 

1,749

 

1,586

 

Amortization of acquired intangibles

 

2,074

 

1,651

 

5,621

 

5,699

 

Settlement costs

 

 

1,250

 

 

1,250

 

Acquisition related charges

 

 

230

 

 

849

 

Non-GAAP gross profit

 

$

124,914

 

$

84,994

 

$

351,176

 

$

224,376

 

Non-GAAP gross margin

 

72.9

%

70.4

%

73.0

%

69.6

%

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP operating expenses to non-GAAP:

 

 

 

 

 

 

 

 

 

GAAP operating expenses

 

$

101,621

 

$

82,268

 

$

288,610

 

$

235,789

 

Share-based compensation expense

 

(12,238

)

(11,317

)

(36,085

)

(33,848

)

Amortization of acquired intangibles

 

(390

)

(1,234

)

(1,561

)

(3,703

)

Acquisition related charges

 

(1,032

)

(1,441

)

(3,085

)

(2,586

)

Non-GAAP operating expenses

 

$

87,961

 

$

68,276

 

$

247,879

 

$

195,652

 

 

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,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of GAAP income (loss) from operations to non-GAAP:

 

 

 

 

 

 

 

 

 

GAAP income (loss) from operations

 

$

20,627

 

$

(937

)

$

55,196

 

$

(20,797

)

Share-based compensation expense

 

12,830

 

11,849

 

37,834

 

35,434

 

Settlement costs

 

 

1,250

 

 

1,250

 

Amortization of acquired intangibles

 

2,464

 

2,885

 

7,182

 

9,402

 

Acquisition related charges

 

1,032

 

1,671

 

3,085

 

3,435

 

Non-GAAP income from operations

 

$

36,953

 

$

16,718

 

$

103,297

 

$

28,724

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing GAAP diluted earnings per share

 

47,725

 

46,229

 

47,542

 

44,646

 

Adjustments:

 

 

 

 

 

 

 

 

 

Effect of dilutive securities under GAAP*

 

(1,142

)

(1,245

)

(1,384

)

 

Total options vested and exercisable

 

1,644

 

1,879

 

1,644

 

1,879

 

Shares used in computing non-GAAP diluted earnings per share

 

48,227

 

46,863

 

47,802

 

46,525

 

 

 

 

 

 

 

 

 

 

 

GAAP diluted net income (loss) per share

 

$

0.42

 

$

0.01

 

$

1.05

 

$

(0.44

)

Adjustments:

 

 

 

 

 

 

 

 

 

Share-based compensation expense

 

0.27

 

0.25

 

0.79

 

0.79

 

Amortization of acquired intangibles

 

0.05

 

0.06

 

0.15

 

0.20

 

Settlement costs

 

 

0.03

 

 

0.03

 

Acquisition related charges

 

0.02

 

0.04

 

0.06

 

0.08

 

Impairment loss on equity investment in a private company

 

 

 

0.07

 

 

Effect of dilutive securities under GAAP*

 

0.02

 

0.01

 

0.06

 

 

Total options vested and exercisable

 

(0.03

)

(0.02

)

(0.07

)

(0.01

)

Non-GAAP diluted income per share

 

$

0.75

 

$

0.38

 

$

2.11

 

$

0.65

 

 


*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.

 

8



 

Mellanox Technologies, Ltd.

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

 

 

 

September 30,

 

December 31,

 

 

 

2015

 

2014

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

140,511

 

$

51,326

 

Short-term investments

 

345,091

 

334,038

 

Restricted cash

 

 

3,604

 

Accounts receivable, net

 

64,693

 

64,922

 

Inventories

 

63,111

 

44,470

 

Deferred taxes and other current assets

 

21,107

 

18,147

 

Total current assets

 

634,513

 

516,507

 

Property and equipment, net

 

97,329

 

78,827

 

Severance assets

 

9,543

 

9,474

 

Intangible assets, net

 

34,744

 

42,067

 

Goodwill

 

200,743

 

200,743

 

Deferred taxes and other long-term assets

 

9,697

 

15,600

 

Total assets

 

$

986,569

 

$

863,218

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

42,216

 

$

39,811

 

Accrued liabilities

 

66,729

 

61,974

 

Deferred revenue

 

17,675

 

14,758

 

Capital lease liabilities, current

 

765

 

1,102

 

Total current liabilities

 

127,385

 

117,645

 

Accrued severance

 

12,454

 

11,850

 

Deferred revenue

 

11,398

 

8,942

 

Capital lease liabilities

 

 

494

 

Other long-term liabilities

 

26,825

 

22,535

 

Total liabilities

 

178,062

 

161,466

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Ordinary shares

 

198

 

192

 

Additional paid-in capital

 

669,954

 

615,148

 

Accumulated other comprehensive income (loss)

 

(1,773

)

(4,020

)

Retained earnings

 

140,128

 

90,432

 

Total shareholders’ equity

 

808,507

 

701,752

 

Total liabilities and shareholders’ equity

 

$

986,569

 

$

863,218

 

 

9



 

Mellanox Technologies, Ltd.

Condensed Consolidated Statement of Cash Flows

(in thousands, unaudited)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2015

 

2014

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

49,696

 

$

(19,256

)

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

 

 

 

 

 

Depreciation and amortization

 

30,464

 

28,983

 

Deferred income taxes

 

134

 

(202

)

Share-based compensation expense

 

37,834

 

35,434

 

Gain on investments

 

(2,193

)

(94

)

Excess tax benefit from share-based compensation

 

 

(346

)

Impairment of equity investment in a private company

 

3,189

 

 

Changes in assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

229

 

(2,215

)

Inventory

 

(23,988

)

(3,732

)

Prepaid expenses and other assets

 

(504

)

(10,040

)

Accounts payable

 

2,119

 

7,792

 

Accrued liabilities and other payables

 

18,817

 

(1,174

)

Net cash provided by operating activities

 

115,797

 

35,150

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchase of severance-related insurance policies

 

(563

)

(597

)

Purchase of short term investments

 

(219,459

)

(202,818

)

Proceeds from sale of short term investments

 

148,697

 

130,652

 

Proceeds from maturities of short term investments

 

62,144

 

39,801

 

Restricted cash

 

3,604

 

(103

)

Purchase of property and equipment

 

(36,972

)

(21,231

)

Purchase of intangible finite-lived assets

 

(210

)

 

Purchase of equity investment in a private company

 

 

(3,691

)

Net cash used in investing activities

 

(42,759

)

(57,987

)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Principal payments on capital lease obligations

 

(831

)

(1,092

)

Proceeds from exercise of share awards

 

16,978

 

15,271

 

Excess tax benefit from share-based compensation

 

 

346

 

Net cash provided by financing activities

 

16,147

 

14,525

 

Increase (decrease) in cash and cash equivalents

 

89,185

 

(8,312

)

Cash and cash equivalents at beginning of period

 

51,326

 

63,164

 

Cash and cash equivalents at end of period

 

$

140,511

 

$

54,852

 

 

10