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8-K - 8-K - Mellanox Technologies, Ltd.a201703318-k.htm

PRESS RELEASE
 
mellanoxlogohorizontala04.jpg

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
Jonathan Wolf
Galai Communications Public Relations
+972 (0) 3-613-52-48
yoni@galaipr.com

Mellanox Reports First Quarter 2017 Results
Delays in HPC Deployments Due to CPU Transition
Expect Deployments to Grow Thru the Remainder of 2017
Ethernet Revenues up 17 Percent Year-over-Year; Strong growth in 25, 50, and 100 Gigabit Ethernet

SUNNYVALE, Calif. and YOKNEAM, ISRAEL — April 26, 2017 — Mellanox® Technologies, Ltd. (NASDAQ: MLNX) today announced financial results for its first quarter ended March 31, 2017.
“Our first quarter InfiniBand revenues were down year-over-year, impacted by delays in the general availability of next generation x86 CPUs, seasonal trends in high-performance computing, and technology transitions occurring across several end users and OEM customers. We believe InfiniBand has maintained share in HPC, and expect revenues will see sequential growth in the coming quarters driven by current



backlog and additional pipeline opportunities,” said Eyal Waldman, president and CEO of Mellanox Technologies. “Our first quarter Ethernet revenues grew across all product families sequentially, driven by the adoption of our 25/50/100 gigabit solutions. We expect 2017 to be a growth year for Mellanox.”




First Quarter 2017 -Highlights
Revenues of $188.7 million decreased 4.1 percent, compared to $196.8 million in the first quarter of 2016.
GAAP gross margins of 65.8 percent in the first quarter, compared to 64.2 percent in the first quarter of 2016.
Non-GAAP gross margins of 71.7 percent in the first quarter, compared to 71.4 percent in the first quarter of 2016.
GAAP operating loss was $12.6 million, compared to $3.9 million in the first quarter of 2016.
Non-GAAP operating income was $15.7 million, or 8.3 percent of revenue, compared to $41.3 million, or 21.0 percent of revenue in the first quarter of 2016.
GAAP net loss was $12.2 million, compared to $7.2 million in the first quarter of 2016.
Non-GAAP net income was $14.7 million, compared to $39.3 million in the first quarter of 2016.
GAAP net loss per diluted share was $0.25 in the first quarter, compared to $0.15 in the first quarter of 2016.
Non-GAAP net income per diluted share was $0.29 in the first quarter, compared to $0.81 in the first quarter of 2016.
$35.0 million in cash was provided by operating activities, compared to $48.6 million in the first quarter of 2016.
Cash and investments totaled $325.2 million at March 31, 2017, compared to $328.4 million at December 31, 2016.

3


Second Quarter 2017 Outlook

We currently project:
Quarterly revenues of $205 million to $215 million
Non-GAAP gross margins of 70.5 percent to 71.5 percent
An increase in non-GAAP operating expenses of 3 percent to 5 percent
Share-based compensation expense of $17.3 million to $17.8 million
Non-GAAP diluted share count of 50.8 million to 51.3 million shares




Recent Mellanox Press Release Highlights

April 24, 2017
Mellanox InfiniBand Delivers up to 250 Percent Higher Return on Investment for High Performance Computing Platforms
April 19, 2017
Mellanox Announces New Executive Appointments
April 18, 2017
Mellanox 25Gb/s Ethernet Adapters Chosen By Major ODMs to Enable Next Generation Hyperscale Data Centers
March 20, 2017
Mellanox Doubles Silicon Photonics Ethernet Transceiver Speeds to 200Gb/s
March 20, 2017
Mellanox Introduces New 100Gb/s Silicon Photonics Optical Engine Product Line
March 16, 2017
Mellanox Ships More Than 200,000 Optical Transceiver Modules for Next Generation 100Gb/s Networks
March 8, 2017
Mellanox to Showcase Cloud Infrastructure Efficiency with Production-Ready SONiC over Spectrum Open Ethernet Switches
March 7, 2017
Mellanox Enables Industry’s First PCIe Gen-4 OpenPOWER-Based Rackspace OCP Server with 100Gb/s Connectivity
March 7, 2017
Mellanox Announces Industry-Leading OCP-Based ConnectX®-5 Adapters for Qualcomm Centriq™ 2400 Processor-Based Platforms
Feb 26, 2017
Mellanox and ECI Smash Virtual CPE Performance Barriers with Indigo-Based Platform



Conference Call
Mellanox will hold its first quarter 2017 financial results conference call today, at 2 p.m. Pacific Time, to discuss the company’s financial results. To listen to the call, dial 1-888-632-3384, or for investors outside the U.S., +1-785-424-1675, approximately 10 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 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, 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 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, 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 outlook for the three months ended June 30, 2017, statements related to trends in the market for our solutions and services, opportunities for our company in 2017 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 17, 2017. All forward-looking statements in this press release, including the outlook for the three months ended June 30, 2017, 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
 
 
March 31,
 
 
2017
 
2016
Total revenues
 
$
188,651

 
$
196,810

Cost of revenues
 
64,450

 
70,481

Gross profit
 
124,201

 
126,329

Operating expenses:
 
 
 
 
Research and development
 
88,491

 
71,034

Sales and marketing
 
35,757

 
31,228

General and administrative
 
12,519

 
27,938

Total operating expenses
 
136,767

 
130,200

Loss from operations
 
(12,566
)
 
(3,871
)
Interest expense
 
(1,993
)
 
(998
)
Other income, net
 
683

 
61

Interest and other, net
 
(1,310
)
 
(937
)
Loss before taxes on income
 
(13,876
)
 
(4,808
)
Provision for (benefit from) taxes on income
 
(1,632
)
 
2,360

Net loss
 
$
(12,244
)
 
$
(7,168
)
Net loss per share — basic
 
$
(0.25
)
 
$
(0.15
)
Net loss per share — diluted
 
$
(0.25
)
 
$
(0.15
)
Shares used in computing net loss per share:
 
 
 
 
Basic
 
49,337

 
47,358

Diluted
 
49,337

 
47,358



8



Mellanox Technologies, Ltd.
Reconciliation of Non-GAAP Adjustments
(in thousands, percentages, unaudited)
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
Reconciliation of GAAP net loss to non-GAAP:
 
 
 
 
GAAP net loss
 
$
(12,244
)
 
$
(7,168
)
Adjustments:
 
 
 
 
Share-based compensation expense:
 
 
 
 
Cost of revenues
 
482

 
475

Research and development
 
8,690

 
9,152

Sales and marketing
 
3,338

 
3,648

General and administrative
 
2,258

 
4,991

Total share-based compensation expense
 
14,768

 
18,266

Amortization of acquired intangibles:
 
 
 
 
Cost of revenues
 
10,588

 
10,429

Research and development
 
192

 
195

Sales and marketing
 
2,230

 
1,023

Total amortization of acquired intangibles
 
13,010

 
11,647

Settlement costs:
 
 
 
 
General and administrative
 

 
5,106

Total settlement costs
 

 
5,106

Acquisition related charges:
 
 
 
 
Cost of revenues
 

 
3,300

Research and development
 
283

 
476

Sales and marketing
 
60

 
56

General and administrative
 
134

 
6,348

Total acquisition related charges
 
477

 
10,180

Tax effects and adjustments
 
(1,351
)
 
1,265

Non-GAAP net income
 
$
14,660

 
$
39,296

 
 
 
 
 
Reconciliation of GAAP gross profit to non-GAAP:
 
 
 
 
Revenues
 
$
188,651

 
$
196,810

GAAP gross profit
 
124,201

 
126,329

GAAP gross margin
 
65.8
%
 
64.2
%
Share-based compensation expense
 
482

 
475

Amortization of acquired intangibles
 
10,588

 
10,429

Acquisition related charges
 

 
3,300

Non-GAAP gross profit
 
$
135,271

 
140,533

Non-GAAP gross margin
 
71.7
%
 
71.4
%
 
 


 
 
Reconciliation of GAAP operating expenses to non-GAAP:
 
 
 
 
GAAP operating expenses
 
$
136,767

 
$
130,200

Share-based compensation expense
 
(14,286
)
 
(17,791
)
Amortization of acquired intangibles
 
(2,422
)
 
(1,218
)
Settlement costs
 

 
(5,106
)
Acquisition related charges
 
(477
)
 
(6,880
)
Non-GAAP operating expenses
 
$
119,582

 
$
99,205


 

9



Mellanox Technologies, Ltd.
Reconciliation of Non-GAAP Adjustments
(in thousands, except per share data, unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
 
 
2017
 
2016
 
 
 
 
 
Reconciliation of GAAP loss from operations to non-GAAP:
 
 
 
 
GAAP loss from operations
 
$
(12,566
)
 
$
(3,871
)
Share-based compensation expense
 
14,768

 
18,266

Settlement costs
 

 
5,106

Amortization of acquired intangibles
 
13,010

 
11,647

Acquisition related charges
 
477

 
10,180

Non-GAAP income from operations
 
$
15,689

 
$
41,328

 
 
 
 
 
Shares used in computing GAAP diluted earnings per share
 
49,337

 
47,358

Adjustments:
 
 
 
 
Total options vested and exercisable
 
1,116

 
1,450

Shares used in computing non-GAAP diluted earnings per share
 
50,453

 
48,808

 
 
 
 
 
GAAP diluted net loss per share
 
$
(0.25
)
 
$
(0.15
)
Adjustments:
 
 
 
 
Share-based compensation expense
 
0.31

 
0.38

Amortization of acquired intangibles
 
0.26

 
0.25

Settlement costs
 

 
0.11

Acquisition related charges
 
0.01

 
0.21

Tax effects and adjustments
 
(0.03
)
 
0.03

Total options vested and exercisable
 
(0.01
)
 
(0.02
)
Non-GAAP diluted net income per share
 
$
0.29

 
$
0.81




10



Mellanox Technologies, Ltd.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
 
 
March 31,
 
December 31,
 
 
2017
 
2016
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
58,357

 
$
56,780

Short-term investments
 
266,833

 
271,661

Accounts receivable, net
 
126,236

 
141,768

Inventories
 
75,347

 
65,523

Other current assets
 
23,007

 
17,346

Total current assets
 
549,780

 
553,078

Property and equipment, net
 
123,913

 
118,585

Severance assets
 
16,857

 
15,870

Intangible assets, net
 
267,375

 
278,031

Goodwill
 
471,228

 
471,228

Deferred taxes and other long-term assets
 
49,902

 
36,713

Total assets
 
$
1,479,055

 
$
1,473,505

 
 
 
 
 
LIABILIITES AND SHAREHOLDERS' EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
63,452

 
$
59,533

Accrued liabilities
 
107,142

 
105,042

Deferred revenue
 
23,363

 
24,364

Current portion of term debt
 
14,225

 
23,628

Total current liabilities
 
208,182

 
212,567

Accrued severance
 
20,955

 
19,874

Deferred revenue
 
15,485

 
15,968

Term debt
 
208,673

 
218,786

Other long-term liabilities
 
31,517

 
30,580

Total liabilities
 
484,812

 
497,775

Shareholders' equity:
 
 
 
 
Ordinary shares
 
212

 
209

Additional paid-in capital
 
801,835

 
774,605

Accumulated other comprehensive loss
 
3,385

 
(928
)
Retained earnings
 
188,811

 
201,844

Total shareholders’ equity
 
994,243

 
975,730

Total liabilities and shareholders’ equity
 
$
1,479,055

 
$
1,473,505



11



Mellanox Technologies, Ltd.
Condensed Consolidated Statement of Cash Flows
(in thousands, unaudited) 
 
 
Three months ended March 31,
 
 
2017
 
2016
Cash flows from operating activities:
 
 
 
 
Net loss
 
$
(12,244
)
 
$
(7,168
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
25,181

 
20,614

Deferred income taxes
 
(942
)
 
1,265

Share-based compensation
 
14,768

 
18,266

(Gain) loss on investments, net
 
(858
)
 
112

Changes in assets and liabilities, net of effect of acquisitions:
 
 
 
 
Accounts receivable
 
15,532

 
(4,677
)
Inventories
 
(10,457
)
 
4,361

Prepaid expenses and other assets
 
(3,693
)
 
2,305

Accounts payable
 
4,931

 
3,340

Accrued liabilities and other liabilities
 
2,783

 
10,177

Net cash provided by operating activities
 
35,001

 
48,595

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Purchase of severance-related insurance policies
 
(315
)
 
(226
)
Purchase of short-term investments
 
(50,302
)
 
(64,908
)
Proceeds from sales of short-term investments
 
54,242

 
199,932

Proceeds from maturities of short-term investments
 
1,815

 
77,715

Purchase of property and equipment
 
(15,911
)
 
(8,283
)
Purchase of intangible assets
 
(1,115
)
 

Purchase of investments in private companies
 
(11,000
)
 
(107
)
Acquisition, net of cash acquired of $87.5 million
 

 
(681,189
)
Net cash used in investing activities
 
(22,586
)
 
(477,066
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Proceeds from term debt
 

 
280,000

Principal payments on term debt
 
(20,000
)
 

Term debt issuance costs
 

 
(5,521
)
Payments on capital lease and intangible assets obligations
 
(2,514
)
 
(274
)
Proceeds from issuances of ordinary shares through employee equity incentive plans
 
11,676

 
8,979

Net cash provided by (used in) financing activities
 
(10,838
)
 
283,184

 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
1,577

 
(145,287
)
Cash and cash equivalents at beginning of period
 
56,780

 
263,199

Cash and cash equivalents at end of period
 
$
58,357

 
$
117,912


12