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8-K - 8-K - Mellanox Technologies, Ltd.a201706308-ker.htm

PRESS RELEASE
 
mellanoxlogohorizontala05.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 Second Quarter 2017 Results
InfiniBand Revenues Up 12 Percent Sequentially; EDR Up 50 Percent Sequentially
InfiniBand Has 2.5X More New Systems in June Top500 Supercomputer List Compared to OmniPath
Ethernet Revenues Up 8 Percent Sequentially Led By Growth in 25 Gigabit

SUNNYVALE, Calif. and YOKNEAM, ISRAEL — July 26, 2017Mellanox® Technologies, Ltd. (NASDAQ: MLNX) today announced financial results for its second quarter ended June 30, 2017.
“Our second quarter InfiniBand revenues achieved double digit sequential growth, driven by deployments of 100 gigabit EDR solutions. Mellanox’s second quarter results demonstrate InfiniBand’s continued leadership in high speed interconnects for customers’ deployments across high-performance computing,



artificial intelligence, cloud and database,” said Eyal Waldman, president and CEO of Mellanox Technologies. “During the second quarter Ethernet revenues grew eight percent sequentially, as adoption of our 25 gigabit Ethernet solutions continued to accelerate. In the second half of 2017, we anticipate multiple growth catalysts for both our Ethernet and InfiniBand solutions.”

Second Quarter 2017 - Highlights
Revenues of $212.0 million decreased 1.3 percent, compared to $214.8 million in the second quarter of 2016.
GAAP gross margins of 65.4 percent, compared to 62.8 percent in the second quarter of 2016.
Non-GAAP gross margins of 70.6 percent, compared to 71.4 percent in the second quarter of 2016.
GAAP operating loss was $4.4 million, compared to operating income of $6.6 million in the second quarter of 2016.
Non-GAAP operating income was $26.5 million, or 12.5 percent of revenue, compared to $45.5 million, or 21.2 percent of revenue in the second quarter of 2016.
GAAP net loss was $8.0 million, compared to net income of $4.7 million in the second quarter of 2016.
Non-GAAP net income was $22.4 million, compared to $42.7 million in the second quarter of 2016.
GAAP net loss per diluted share was $0.16, compared to net income per diluted share of $0.09 in the second quarter of 2016.
Non-GAAP net income per diluted share was $0.44, compared to $0.87 in the second quarter of 2016.
$6.4 million in cash was provided by operating activities, compared to $40.0 million in the second quarter of 2016.
Cash and investments totaled $310.3 million at June 30, 2017, compared to $328.4 million at December 31, 2016.



Third Quarter 2017 Outlook

We currently project:
Quarterly revenues of $222 million to $232 million
Non-GAAP gross margins of 70.5 percent to 71.5 percent
Non-GAAP operating expenses of $124 million to $126 million
Share-based compensation expense of $18.8 million to $19.3 million
Non-GAAP diluted share count of 51.4 million to 51.9 million shares

Recent Mellanox Press Release Highlights

July 11, 2017
Mellanox InfiniBand and Ethernet Solutions Accelerate New Intel® Xeon® Scalable Processor-Based Platforms for High Return on Investment
July 6, 2017
Mellanox Introduces Spectrum-2 - World’s Most Scalable 200 and 400 Gigabit Open Ethernet Switch Solution
June 21, 2017
Mellanox Ethernet and InfiniBand Chosen by AMD as the Preferred Interconnect Solutions to Accelerate New EPYC Data Center Platforms
June 20, 2017
Mellanox Interconnect Solutions Scale Deep Learning Platforms to World-Leading Performance
June 19, 2017
Kyushu University’s New Supercomputer Accelerated by Mellanox EDR InfiniBand Solutions
June 19, 2017
NASA Ames Research Center Selects Mellanox InfiniBand for New Scalable Supercomputer
June 19, 2017
InfiniBand Accelerates Majority of New Systems on TOP500 Supercomputer List
June 16, 2017
Mellanox Announces a Strategic Collaboration with HPE to Advance Innovations in High Performance Computing and Machine Learning Platforms
June 15, 2017
Mellanox Announces Innovative SHIELD Technology, Enabling Industry’s Most Resilient and Scalable Data Center Networks
June 7, 2017
Mellanox Powers the First 25, 50 and 100 Gigabit Ethernet Fabric for HPE Synergy Platform



Conference Call
Mellanox will hold its second 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 September 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 September 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 ending
 
Six months ending
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
 
Total revenues
 
$
211,962

 
$
214,801

 
$
400,613

 
$
411,611

Cost of revenues
 
73,427

 
79,807

 
137,877

 
150,288

Gross profit
 
138,535

 
134,994

 
262,736

 
261,323

Operating expenses:
 
 
 
 
 
 
 
 
Research and development
 
92,348

 
82,324

 
180,839

 
153,358

Sales and marketing
 
38,110

 
32,576

 
73,867

 
63,804

General and administrative
 
12,476

 
13,494

 
24,995

 
41,432

Total operating expenses
 
142,934

 
128,394

 
279,701

 
258,594

Income (loss) from operations
 
(4,399
)
 
6,600

 
(16,965
)
 
2,729

Interest expense
 
(1,996
)
 
(2,215
)
 
(3,989
)
 
(3,213
)
Other income, net
 
827

 
315

 
1,510

 
376

Interest and other, net
 
(1,169
)
 
(1,900
)
 
(2,479
)
 
(2,837
)
Income (loss) before taxes on income
 
(5,568
)
 
4,700

 
(19,444
)
 
(108
)
Provision for taxes on income
 
2,423

 
46

 
791

 
2,406

Net income (loss)
 
$
(7,991
)
 
$
4,654

 
$
(20,235
)
 
$
(2,514
)
Net income (loss) per share — basic
 
$
(0.16
)
 
$
0.10

 
$
(0.41
)
 
$
(0.05
)
Net income (loss) per share — diluted
 
$
(0.16
)
 
$
0.09

 
$
(0.41
)
 
$
(0.05
)
Shares used in computing net income (loss) per share:
 
 
 
 
 
 
 
 
Basic
 
50,056

 
47,900

 
49,698

 
47,629

Diluted
 
50,056

 
49,194

 
49,698

 
47,629



6



Mellanox Technologies, Ltd.
Reconciliation of Non-GAAP Adjustments
(in thousands, except percentages, unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three months ending
 
Six months ending
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
Reconciliation of GAAP net income (loss) to non-GAAP:
 
 
 
 
 
 
 
 
GAAP net income (loss)
 
$
(7,991
)
 
$
4,654

 
$
(20,235
)
 
$
(2,514
)
Adjustments:
 
 
 
 
 
 
 
 
Share-based compensation expense:
 
 
 
 
 
 
 
 
Cost of revenues
 
575

 
671

 
1,056

 
1,146

Research and development
 
10,297

 
10,770

 
18,988

 
19,922

Sales and marketing
 
4,010

 
3,889

 
7,348

 
7,537

General and administrative
 
2,783

 
2,764

 
5,041

 
7,755

Total share-based compensation expense
 
17,665

 
18,094

 
32,433

 
36,360

Amortization of acquired intangibles:
 
 
 
 
 
 
 
 
Cost of revenues
 
10,614

 
13,533

 
21,200

 
23,962

Research and development
 
194

 
196

 
386

 
391

Sales and marketing
 
2,230

 
2,232

 
4,460

 
3,255

Total amortization of acquired intangibles
 
13,038

 
15,961

 
26,046

 
27,608

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
 
153

 
164

 
436

 
640

Sales and marketing
 

 
150

 
60

 
206

General and administrative
 

 
313

 
134

 
6,661

Total acquisition related charges
 
153

 
4,860

 
630

 
15,040

Tax effects and adjustments
 
(492
)
 
(887
)
 
(1,843
)
 
378

Non-GAAP net income
 
$
22,373

 
$
42,682

 
$
37,031

 
$
81,978

 
 
 
 
 
 
 
 
 
Reconciliation of GAAP gross profit to non-GAAP:
 
 
 
 
 
 
 
 
Revenues
 
$
211,962

 
$
214,801

 
$
400,613

 
$
411,611

GAAP gross profit
 
138,535

 
134,994

 
262,736

 
261,323

GAAP gross margin
 
65.4
%
 
62.8
%
 
65.6
%
 
63.5
%
Share-based compensation expense
 
575

 
671

 
1,056

 
1,146

Amortization of acquired intangibles
 
10,614

 
13,533

 
21,200

 
23,962

Acquisition related charges
 

 
4,233

 

 
7,533

Non-GAAP gross profit
 
$
149,724

 
$
153,431

 
$
284,992

 
$
293,964

Non-GAAP gross margin
 
70.6
%
 
71.4
%
 
71.1
%
 
71.4
%
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP operating expenses to non-GAAP:
 
 
 
 
 
 
 
 
GAAP operating expenses
 
$
142,934

 
$
128,394

 
$
279,701

 
$
258,594

Share-based compensation expense
 
(17,090
)
 
(17,423
)
 
(31,377
)
 
(35,214
)
Amortization of acquired intangibles
 
(2,424
)
 
(2,428
)
 
(4,846
)
 
(3,646
)
Settlement costs
 

 

 

 
(5,106
)
Acquisition related charges
 
(153
)
 
(627
)
 
(630
)
 
(7,507
)
Non-GAAP operating expenses
 
$
123,267

 
$
107,916

 
$
242,848

 
$
207,121


 

7



Mellanox Technologies, Ltd.
Reconciliation of Non-GAAP Adjustments
(in thousands, except per share data, unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ending
 
Six months ending
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017
 
2016
Reconciliation of GAAP income (loss) from operations to non-GAAP:
 
 
 
 
 
 
 
 
GAAP income (loss) from operations
 
$
(4,399
)
 
$
6,600

 
$
(16,965
)
 
$
2,729

Share-based compensation expense
 
17,665

 
18,094

 
32,433

 
36,360

Settlement costs
 

 

 

 
5,106

Amortization of acquired intangibles
 
13,038

 
15,961

 
26,046

 
27,608

Acquisition related charges
 
153

 
4,860

 
630

 
15,040

Non-GAAP income from operations
 
$
26,457

 
$
45,515

 
$
42,144

 
$
86,843

 
 
 
 
 
 
 
 
 
Shares used in computing GAAP diluted net income (loss) per share:
 
50,056

 
49,194

 
49,698

 
47,629

Adjustments:
 
 
 
 
 
 
 
 
Effect of dilutive securities under GAAP
 

 
(1,294
)
 

 

Total options vested and exercisable
 
1,069

 
1,360

 
1,069

 
1,360

Shares used in computing non-GAAP diluted net income (loss) per share:
 
51,125

 
49,260

 
50,767

 
48,989

 
 
 
 
 
 
 
 
 
GAAP diluted net income (loss) per share
 
$
(0.16
)
 
$
0.09

 
$
(0.41
)
 
$
(0.05
)
Adjustments:
 
 
 
 
 
 
 
 
Share-based compensation expense
 
0.36

 
0.37

 
0.66

 
0.75

Amortization of acquired intangibles
 
0.26

 
0.33

 
0.53

 
0.58

Settlement costs
 

 

 

 
0.11

Acquisition related charges
 

 
0.10

 
0.01

 
0.32

Tax effects and adjustments
 
(0.01
)
 
(0.02
)
 
(0.04
)
 
0.01

Effect of dilutive securities under GAAP
 

 
0.02

 

 

Total options vested and exercisable
 
(0.01
)
 
(0.02
)
 
(0.02
)
 
(0.05
)
Non-GAAP diluted net income per share
 
$
0.44

 
$
0.87

 
$
0.73

 
$
1.67




8



Mellanox Technologies, Ltd.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
 
 
June 30,
 
December 31,
 
 
2017
 
2016
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
55,722

 
$
56,780

Short-term investments
 
254,545

 
271,661

Accounts receivable, net
 
149,548

 
141,768

Inventories
 
71,961

 
65,523

Other current assets
 
20,726

 
17,346

Total current assets
 
552,502

 
553,078

Property and equipment, net
 
121,173

 
118,585

Severance assets
 
17,814

 
15,870

Intangible assets, net
 
253,440

 
278,031

Goodwill
 
471,228

 
471,228

Deferred taxes and other long-term assets
 
50,506

 
36,713

Total assets
 
$
1,466,663

 
$
1,473,505

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
58,754

 
$
59,533

Accrued liabilities
 
94,446

 
105,042

Deferred revenue
 
23,013

 
24,364

Current portion of term debt
 
21,773

 
23,628

Total current liabilities
 
197,986

 
212,567

Accrued severance
 
23,041

 
19,874

Deferred revenue
 
15,237

 
15,968

Term debt
 
191,570

 
218,786

Other long-term liabilities
 
33,741

 
30,580

Total liabilities
 
461,575

 
497,775

Shareholders' equity:
 
 
 
 
Ordinary shares
 
215

 
209

Additional paid-in capital
 
820,217

 
774,605

Accumulated other comprehensive income (loss)
 
3,836

 
(928
)
Retained earnings
 
180,820

 
201,844

Total shareholders’ equity
 
1,005,088

 
975,730

Total liabilities and shareholders’ equity
 
$
1,466,663

 
$
1,473,505



9



Mellanox Technologies, Ltd.
Condensed Consolidated Statement of Cash Flows
(in thousands, unaudited) 
 
 
Six months ended June 30,
 
 
2017
 
2016
Cash flows from operating activities:
 
 
 
 
Net loss
 
$
(20,235
)
 
$
(2,514
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
50,814

 
46,231

Deferred income taxes
 
(704
)
 
1,266

Share-based compensation
 
32,433

 
31,551

Gain on investments, net
 
(1,701
)
 
(489
)
Changes in assets and liabilities, net of effect of acquisitions:
 
 
 
  

Accounts receivable
 
(7,780
)
 
(16,886
)
Inventories
 
(7,679
)
 
10,598

Prepaid expenses and other assets
 
(2,667
)
 
3,598

Accounts payable
 
48

 
9,679

Accrued liabilities and other liabilities
 
(1,141
)
 
5,583

Net cash provided by operating activities
 
41,388

 
88,617

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Purchase of severance-related insurance policies
 
(651
)
 
(546
)
Purchase of short-term investments
 
(69,110
)
 
(153,486
)
Proceeds from sales of short-term investments
 
74,359

 
200,457

Proceeds from maturities of short-term investments
 
13,590

 
97,388

Purchase of property and equipment
 
(27,120
)
 
(15,755
)
Purchase of intangible assets
 
(1,647
)
 

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

 
(693,692
)
Net cash used in investing activities
 
(21,579
)
 
(565,741
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Proceeds from term debt
 

 
280,000

Principal payments on term debt
 
(30,000
)
 
(7,000
)
Term debt issuance costs
 

 
(5,521
)
Payments on capital lease and intangible asset financings
 
(3,263
)
 
(491
)
Proceeds from issuances of ordinary shares through employee equity incentive plans
 
12,396

 
10,438

Net cash provided by (used in) financing activities
 
(20,867
)
 
277,426

 
 
 
 
 
Net decrease in cash and cash equivalents
 
(1,058
)
 
(199,698
)
Cash and cash equivalents at beginning of period
 
56,780

 
263,199

Cash and cash equivalents at end of period
 
$
55,722

 
$
63,501


10