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8-K - 8-K - Mellanox Technologies, Ltd.a201606308-k.htm

PRESS RELEASE
 

Mellanox Technologies, Ltd.

Press/Media Contact
Allyson Scott
McGrath/Power Public Relations and Communications
+1-408-727-0351
allysonscott@mcgrathpower.com

Investor Contact
Jeffrey Schreiner
+1-408-916-0012
jschreiner@mellanox.com

Israel PR Contact
Sharon Levin
Gelbart Kahana Investor Relations
+972-3-6070567
sharonl@gk-biz.com

Mellanox Achieves Record Quarterly Revenue in the Second Quarter 2016
Quarterly revenue growth of 32 percent, year-over-year to $214.8 million, sets new record
Second Quarter Ethernet revenues grew 28 percent sequentially, including EZchip
Transition to 25, 50, and 100 Gigabit Networks has begun, offering growth opportunities

SUNNYVALE, Calif. and YOKNEAM, ISRAEL - July 20, 2016 - Mellanox® Technologies, Ltd. (NASDAQ: MLNX) today announced financial results for its second quarter ended June 30, 2016.

“We are pleased to report the fifth consecutive quarter of record revenue. We saw strong growth in our Ethernet business, driven by growth in our 25, 50 and 100 Gigabit Ethernet products,” said Eyal Waldman, president and CEO of Mellanox Technologies. “We are pleased with the execution in InfiniBand, and believe strength in HPC markets will lead to further growth of our InfiniBand solutions during the second half of this year. We continue to see strong customer interest in our Spectrum Ethernet switch. The transition from



10 Gigabit Ethernet to 25, 50, and 100 Gigabit Ethernet has begun and represents a multi-year growth opportunity.”



Second Quarter 2016 Highlights
Revenues of $214.8 million increased 9.1 percent, compared to $196.8 million in the first quarter of 2016.
GAAP gross margins of 62.8 percent in the second quarter compared to 64.2 percent in the first quarter of 2016.
Non-GAAP gross margins of 71.4 percent, unchanged from the first quarter of 2016.
GAAP operating income was $6.6 million, compared to operating loss of $3.9 million in the first quarter of 2016.
Non-GAAP operating income was $45.5 million, or 21.2 percent of revenue, compared to non-GAAP operating income of $41.3 million, or 21.0 percent of revenue in the first quarter of 2016.
GAAP net income was $4.7 million, compared to net loss of $7.2 million in the first quarter of 2016.
Non-GAAP net income was $42.7 million, compared to $39.3 million in the first quarter of 2016.
GAAP net income per diluted share was $0.09 in the second quarter compared to net loss per diluted share of $0.15 in the first quarter of 2016.
Non-GAAP net income per diluted share was $0.87 in the second quarter compared to $0.81 in the first quarter of 2016.
$44.8 million in cash was provided by operating activities, compared to $48.6 million in the first quarter of 2016.
Cash and investments totaled $276.5 million at June 30, 2016, compared to $261.8 million at March 31, 2016.

Third Quarter 2016 Guidance
We currently project:
   Quarterly revenues of $221 million to $227 million
   Non-GAAP gross margins of 71 percent to 72 percent
   An increase in non-GAAP operating expenses of 2 percent to 4 percent
   Share-based compensation expense of $17.9 million to $18.4 million
   Non-GAAP diluted share count of 49.3 million to 49.8 million shares

Recent Mellanox Press Release Highlights
July 13, 2016
Mellanox Simplifies RDMA Deployments with Enhanced RoCE Software
June 21, 2016
JD.com and Mellanox Join Forces to Drive E-Commerce Artificial Intelligence
June 20, 2016
Mellanox HPC-X Framework Extends Smart In-Network Computing
June 20, 2016
Mellanox Solutions Accelerate the Fastest Supercomputer in the World

3


June 20, 2016
Mellanox and Pacific Northwest National Laboratory Announce Joint Collaboration to Design Exascale System
June 15, 2016
Mellanox Announces ConnectX-5, the Next Generation of 100G InfiniBand and Ethernet Smart Interconnect Adapter
June 14, 2016
Mellanox Enhances Cloud Efficiency With 25Gb/s Ethernet Connectivity
June 9, 2016
Mellanox Paves the Way to Higher Efficiency Data Centers With 25 Gb/s Ethernet
June 2, 2016
Check Point Selects Mellanox Ethernet Solutions to Enhance Security Appliances
June 1, 2016
Mellanox Introduces New BlueField™ Family of System-on-Chip Programmable Processors for Storage and Networking Applications

Conference Call
Mellanox will hold its second quarter 2016 financial results conference call today at 2 p.m. Pacific Time (5 P.M. Eastern Time) to discuss the company’s financial results. To listen to the call, dial +1-888-632-3384, or for investors outside the U.S., +1-785-424-1675, 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. A replay of the webcast will also be available on the Mellanox website.
About Mellanox
Mellanox Technologies (NASDAQ: MLNX) is a leading supplier of end-to-end Ethernet and InfiniBand intelligent interconnect solutions and services for servers, storage, and hyper-converged infrastructure. Mellanox’s intelligent interconnect solutions increase data center efficiency by providing the highest throughput and lowest latency, delivering data faster to applications and unlocking system performance. Mellanox offers a choice of high performance solutions: network and multicore processors, network adapters, switches, cables, 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, network security, telecom 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 (loss) 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, gains (losses) on equity investments and income tax effects and adjustments. The purpose of income tax effects and adjustments is to exclude tax consequences associated with the above excluded expenses items, as well as the non-cash impact on the tax provision pertaining to changes in deferred tax assets tax assets associated with carryforward losses of group entities subject to tax holiday in Israel. 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, gains (losses) on equity investments, and income tax effects and adjustments 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, changes related to recognition of deferred taxes and the net impact on the Company's tax provision for non-GAAP adjustments 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 September 30, 2016, statements related to trends in the market for our solutions and services, opportunities for our company in 2016 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, our ability to protect our intellectual property rights, our ability to successfully acquire businesses and technologies and to successfully integrate and operate these acquired businesses, our success in realizing the anticipated benefits of mergers and acquisitions, and our ability to obtain debt at competitive rates or in sufficient amounts in order to fund our contractual commitments. 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.
More information about the risks, uncertainties and assumptions that may impact our business is set forth in our annual report on Form 10-K filed with the SEC on February 26, 2016. All forward-looking statements in this press release, including the guidance for the three months ended September 30, 2016, 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.




Mellanox Technologies, Ltd.
Condensed Consolidated Statements of Operations
(in thousands, except per share data, unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2016
 
2015
 
2016
 
2015
Total revenues
 
$
214,801

 
$
163,148

 
$
411,611

 
$
309,823

Cost of revenues
 
79,807

 
47,178

 
150,288

 
88,265

Gross profit
 
134,994

 
115,970

 
261,323

 
221,558

Operating expenses:
 
 
 
 
 
 
 
 
Research and development
 
82,324

 
62,576

 
153,358

 
120,694

Sales and marketing
 
32,576

 
23,366

 
63,804

 
45,924

General and administrative
 
13,494

 
10,670

 
41,432

 
20,371

Total operating expenses
 
128,394

 
96,612

 
258,594

 
186,989

Income from operations
 
6,600

 
19,358

 
2,729

 
34,569

Interest expense
 
(2,215
)
 

 
(3,213
)
 

Other income (loss)
 
315

 
912

 
376

 
(1,557
)
Other (loss) income, net
 
(1,900
)
 
912

 
(2,837
)
 
(1,557
)
Income (loss) before taxes
 
4,700

 
20,270

 
(108
)
 
33,012

Provision for taxes on income
 
(46
)
 
(1,022
)
 
(2,406
)
 
(3,268
)
Net income (loss)
 
$
4,654

 
$
19,248

 
$
(2,514
)
 
$
29,744

Net income (loss) per share — basic
 
$
0.10

 
$
0.42

 
$
(0.05
)
 
$
0.65

Net income (loss) per share — diluted
 
$
0.09

 
$
0.40

 
$
(0.05
)
 
$
0.63

Shares used in computing net (loss) income per share:
 
 
 
 
 
 
 
 
Basic
 
47,900

 
46,191

 
47,629

 
45,943

Diluted
 
49,194

 
47,568

 
47,629

 
47,341



7



Mellanox Technologies, Ltd.
Reconciliation of Non-GAAP Adjustments
(in thousands, percentages, unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2016
 
2015
 
2016
 
2015
Reconciliation of GAAP net income (loss) to non-GAAP:
 
 
 
 
 
 
 
 
GAAP net income (loss)
 
$
4,654

 
$
19,248

 
$
(2,514
)
 
$
29,744

Adjustments:
 
 
 
 
 
 
 
 
Share-based compensation expense:
 
 
 
 
 
 
 
 
Cost of revenues
 
671

 
610

 
1,146

 
1,157

Research and development
 
10,770

 
7,553

 
19,922

 
14,321

Sales and marketing
 
3,889

 
2,750

 
7,537

 
5,144

General and administrative
 
2,764

 
2,373

 
7,755

 
4,382

Total share-based compensation expense
 
18,094

 
13,286

 
36,360

 
25,004

Amortization of acquired intangibles:
 
 
 
 
 
 
 
 
Cost of revenues
 
13,533

 
2,073

 
23,962

 
3,548

Research and development
 
196

 
195

 
391

 
389

Sales and marketing
 
2,232

 
197

 
3,255

 
780

Total amortization of acquired intangibles
 
15,961

 
2,465

 
27,608

 
4,717

Settlement costs:
 
 
 
 
 
 
 
 
General and administrative
 

 

 
5,106

 

Total settlement costs
 

 

 
5,106

 

Acquisition related charges:
 
 
 
 
 
 
 
 
Cost of revenues
 
4,233

 

 
7,533

 

Research and development
 
164

 
840

 
640

 
1,603

Sales and marketing
 
150

 
225

 
206

 
450

General and administrative
 
313

 

 
6,661

 

Total acquisition related charges
 
4,860

 
1,065

 
15,040

 
2,053

Impairment loss on equity investment in a private company
 

 

 

 
3,189

Tax effects and adjustments
 
(887
)
 

 
378

 

Non-GAAP net income
 
$
42,682

 
$
36,064

 
$
81,978

 
$
64,707

 
 
 
 
 
 
 
 
 
Reconciliation of GAAP gross profit to non-GAAP:
 
 
 
 
 
 
 
 
Revenues
 
$
214,801

 
$
163,148

 
$
411,611

 
$
309,823

GAAP gross profit
 
134,994

 
115,970

 
261,323

 
221,558

GAAP gross margin
 
62.8
%
 
71.1
%
 
63.5
%
 
71.5
%
Share-based compensation expense
 
671

 
610

 
1,146

 
1,157

Amortization of acquired intangibles
 
13,533

 
2,073

 
23,962

 
3,548

Acquisition related charges
 
4,233

 

 
7,533

 

Non-GAAP gross profit
 
$
153,431

 
$
118,653

 
$
293,964

 
$
226,263

Non-GAAP gross margin
 
71.4
%
 
72.7
%
 
71.4
%
 
73.0
%
 
 


 
 
 
 
 
 
Reconciliation of GAAP operating expenses to non-GAAP:
 
 
 
 
 
 
 
 
GAAP operating expenses
 
$
128,394

 
$
96,612

 
$
258,594

 
$
186,989

Share-based compensation expense
 
(17,423
)
 
(12,676
)
 
(35,214
)
 
(23,847
)
Amortization of acquired intangibles
 
(2,428
)
 
(392
)
 
(3,646
)
 
(1,169
)
Settlement costs
 

 

 
(5,106
)
 

Acquisition related charges
 
(627
)
 
(1,065
)
 
(7,507
)
 
(2,053
)
Non-GAAP operating expenses
 
$
107,916

 
$
82,479

 
$
207,121

 
$
159,920


 

8



Mellanox Technologies, Ltd.
Reconciliation of Non-GAAP Adjustments
(in thousands, except per share data, unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP income from operations to non-GAAP:
 
 
 
 
 
 
 
 
GAAP income from operations
 
$
6,600

 
$
19,358

 
$
2,729

 
$
34,569

Share-based compensation expense
 
18,094

 
13,286


36,360


25,004

Settlement costs
 

 

 
5,106

 

Amortization of acquired intangibles
 
15,961

 
2,465

 
27,608

 
4,717

Acquisition related charges
 
4,860

 
1,065

 
15,040

 
2,053

Non-GAAP income from operations
 
$
45,515

 
$
36,174

 
$
86,843

 
$
66,343

 
 
 
 
 
 
 
 
 
Shares used in computing GAAP diluted earnings per share
 
49,194

 
47,568

 
47,629

 
47,341

Adjustments:
 
 
 
 
 
 
 
 
Effect of dilutive securities under GAAP*
 
(1,294
)
 
(1,377
)
 

 
(1,398
)
Total options vested and exercisable
 
1,360

 
1,636

 
1,360

 
1,636

Shares used in computing non-GAAP diluted earnings per share
 
49,260

 
47,827

 
48,989

 
47,579

 
 
 
 
 
 
 
 
 
GAAP diluted net income (loss) per share
 
$
0.09

 
$
0.40

 
$
(0.05
)
 
$
0.63

Adjustments:
 
 
 
 
 
 
 
 
Share-based compensation expense
 
0.37

 
0.28

 
0.75

 
0.53

Amortization of acquired intangibles
 
0.33

 
0.06

 
0.58

 
0.10

Settlement costs
 

 

 
0.11

 

Impairment loss on equity investment in a private company
 

 

 

 
0.06

Acquisition related charges
 
0.10

 
0.02

 
0.32

 
0.04

Tax effects and adjustments
 
(0.02
)
 

 
0.01

 

Effect of dilutive securities under GAAP*
 
0.02

 
0.02

 

 
0.04

Total options vested and exercisable
 
(0.02
)
 
(0.03
)
 
(0.05
)
 
(0.05
)
Non-GAAP diluted net income per share
 
$
0.87

 
$
0.75

 
$
1.67

 
$
1.35


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.


9



Mellanox Technologies, Ltd.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
 
 
June 30,
 
December 31,
 
 
2016
 
2015
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
63,501

 
$
263,199

Short-term investments
 
212,954

 
247,314

Accounts receivable, net
 
117,323

 
84,273

Inventories
 
64,651

 
62,473

Other current assets
 
20,498

 
19,979

Total current assets
 
478,927

 
677,238

Property and equipment, net
 
112,264

 
100,018

Severance assets
 
15,846

 
9,514

Intangible assets, net
 
292,758

 
32,154

Goodwill
 
476,037

 
200,743

Deferred taxes and other long-term assets
 
31,759

 
33,715

Total assets
 
$
1,407,591

 
$
1,053,382

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
55,217

 
$
44,600

Accrued liabilities
 
87,605

 
74,296

Deferred revenue
 
21,829

 
17,743

Capital lease liabilities, current
 

 
491

Current portion of term debt
 
29,471

 

Total current liabilities
 
194,122

 
137,130

Accrued severance
 
20,219

 
12,464

Deferred revenue
 
14,195

 
12,439

Term debt
 
238,904

 

Other long-term liabilities
 
26,217

 
24,668

Total liabilities
 
493,657

 
186,701

Shareholders’ equity:
 
 
 
 
Ordinary shares
 
204

 
200

Additional paid-in capital
 
732,590

 
684,824

Accumulated other comprehensive income (loss)
 
328

 
(1,669
)
Retained earnings
 
180,812

 
183,326

Total shareholders’ equity
 
913,934

 
866,681

Total liabilities and shareholders’ equity
 
$
1,407,591

 
$
1,053,382



10



Mellanox Technologies, Ltd.
Condensed Consolidated Statement of Cash Flows
(in thousands, unaudited) 
 
 
Six months ended June 30,
 
 
2016
 
2015
Cash flows from operating activities:
 
 

 
 

Net (loss) income
 
$
(2,514
)
 
$
29,744

Adjustments to reconcile net (loss) income to net cash provided by operating activities, net of effects from acquired company:
 
 

 
 

Depreciation and amortization
 
46,231

 
19,775

Deferred income taxes
 
1,266

 
134

Share-based compensation expense
 
36,360

 
25,004

Gain on investments
 
(489
)
 
(2,388
)
Impairment of equity investment in a private company
 

 
3,189

Changes in assets and liabilities:
 
 
 
 

Accounts receivable, net
 
(16,886
)
 
3,918

Inventory
 
10,598

 
(22,513
)
Prepaid expenses and other assets
 
3,598

 
419

Accounts payable
 
9,679

 
8,755

Accrued liabilities and other payables
 
5,583

 
21,063

Net cash provided by operating activities
 
93,426

 
87,100

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Purchase of severance-related insurance policies
 
(546
)
 
(381
)
Purchase of short term investments
 
(153,486
)
 
(188,161
)
Proceeds from sale of short term investments
 
200,457

 
98,742

Proceeds from maturities of short term investments
 
97,388

 
30,717

Purchase of property and equipment
 
(15,755
)
 
(20,413
)
Purchase of equity investment in a private company
 
(107
)
 

Acquisition, net of cash acquired $87.5 million
 
(698,501
)
 

Net cash used in investing activities
 
(570,550
)
 
(79,496
)
 
 
 
 
 
Cash flows from financing activities:
 
 

 
 

Proceeds from term debt
 
280,000

 

Principal payments on term debt
 
(7,000
)
 

Term debt issuance costs
 
(5,521
)
 

Principal payments on capital lease obligations
 
(491
)
 
(556
)
Proceeds from exercise of share awards
 
10,438

 
9,829

Net cash provided by financing activities
 
277,426

 
9,273

 
 
 
 
 
Net (decrease) increase in cash and cash equivalents
 
(199,698
)
 
16,877

Cash and cash equivalents at beginning of period
 
263,199

 
51,326

Cash and cash equivalents at end of period
 
$
63,501

 
$
68,203


11