UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported):  July 24, 2014

 

 

Mellanox Technologies, Ltd.

(Exact name of Registrant as Specified in its Charter)

 

 

Beit Mellanox

Yokneam, Israel 20692

(Address of Principal Executive Offices)

 

+972-74-723-7200

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.02.             Results of Operations and Financial Condition.

 

The information in this current report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

 

On July 24, 2014, Mellanox Technologies, Ltd. publicly disseminated a press release announcing financial results for the second quarter ended June 30, 2014. The foregoing description is qualified in its entirety by reference to the press release dated July 24, 2014, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d)       Exhibits.

 

The following exhibit is filed with this Form 8-K:

 

99.1 Press Release dated July 24, 2014.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: July 24, 2014	MELLANOX TECHNOLOGIES, LTD.
	By:	/s/ Jacob Shulman
	Name:	Jacob Shulman
	Title:	Chief Financial Officer

 

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Exhibit Index

 

Exhibit 99.1 Press Release dated July 24, 2014.

 

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Exhibit 99.1

 

PRESS RELEASE

 

Mellanox Technologies, Ltd.

 

Press/Media Contact

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

Keren Goldberg

Gelbart Kahana Investor Relations

+972-3-6070593

kereng@gk-biz.com

 

Mellanox Technologies, Ltd. Announces Second Quarter 2014 Financial Results

 

SUNNYVALE, Calif. and YOKNEAM, ISRAEL — July 24, 2014 — Mellanox® Technologies, Ltd. (NASDAQ: MLNX), a leading supplier of end-to-end interconnect solutions for servers and storage systems, today announced financial results for its second quarter 2014, ended June 30, 2014.

 

Second Quarter 2014 Highlights

 

·                  Revenues were $102.6 million

 

·                  GAAP gross margins were 66.6 percent

 

·                  Non-GAAP gross margins were 69.1 percent

 

·                  GAAP operating loss was $9.4 million

 

·                  Non-GAAP operating income was $6.4 million

 

·                  GAAP net loss was $9.0 million

 

·                  Non-GAAP net income was $6.8 million

 

 

·                  GAAP net loss per diluted share was $0.20

 

·                  Non-GAAP net income per diluted share was $0.15

 

·                  $7.3 million in cash was provided by operating activities

 

·                  Total cash and investments increased $3.6 million to $343.7 million at June 30, 2014

 

Second Quarter Financial Results

 

In accordance with U.S. generally accepted accounting principles (GAAP), the company reported revenue of $102.6 million for the second quarter of 2014, up 3.9 percent from $98.7 million in the first quarter of 2014, and up 4.5 percent from $98.2 million in the second quarter of 2013.

 

GAAP gross margins in the second quarter of 2014 were 66.6 percent, compared with 65.7 percent in the first quarter of 2014, and 67.2 percent in the second quarter of 2013.

 

Non-GAAP gross margins in the second quarter of 2014 were 69.1 percent, compared with 68.6 percent in the first quarter of 2014, and 69.4 percent in the second quarter of 2013.

 

GAAP net loss in the second quarter of 2014 was $9.0 million, or $0.20 per diluted share, compared with GAAP net loss of $11.4 million, or $0.26 per diluted share in the first quarter of 2014, and GAAP net loss of $1.7 million, or $0.04 per diluted share in the second quarter of 2013.

 

Non-GAAP net income in the second quarter of 2014 was $6.8 million, or $0.15 per diluted share, compared with $4.5 million, or $0.10 per diluted share in the first quarter of 2014, and $13.8 million, or $0.30 per diluted share in the second quarter of 2013. The second quarter 2014 non-GAAP net income excludes $11.9 million of share-based compensation expenses compared to $11.6 million in the first quarter of 2014, and $11.2 million in the second quarter of 2013. Second quarter 2014 non-GAAP net income also excludes the amortization of intangible assets of $2.8 million and acquisition-related charges of $1.0 million, compared to amortization expenses of acquired intangible assets of $3.5 million and $0.7 million of acquisition-related charges in the first quarter of 2014, and compared to $2.5 million and $1.8 million, respectively, in the second quarter of 2013.

 

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Total cash and investments increased by $3.6 million to $343.7 million at June 30, 2014, compared to $340.1 million at March 31, 2014. The company generated $7.3 million in cash from operating activities in the second quarter.

 

“We are pleased with our results for the second quarter.  We made several announcements that demonstrate our leadership as an interconnect provider, including our 100 Gigabit per second EDR InfiniBand switch and our increased penetration on the TOP500 list of supercomputers.  FDR InfiniBand systems nearly doubled year-over-year and FDR is now the leading InfiniBand solution on the list,” said Eyal Waldman, president and CEO of Mellanox Technologies. “We achieved another quarter of record Ethernet revenue as our 10 and 40 Gigabit per second Ethernet solutions continue to be adopted by Web 2.0, cloud and storage customers.  We look forward to continued sequential revenue growth in the third quarter of 2014.”

 

Recent Mellanox Press Release Highlights

 

·                  June 24 - Mellanox Technologies Ltd. Announces Definitive Agreement to Acquire Integrity Project

 

·                  June 23 - Mellanox Introduces the World’s First 100Gb/s EDR InfiniBand Switch

 

·                  June 23 - Mellanox Interconnect Solutions Accelerate New HP Apollo Family

 

·                  June 23 - Mellanox InfiniBand and Ethernet Solutions Deliver Leading Performance and Efficiency for AppliedMicro’s X-Gene ARM-based Server Platform

 

·                  June 23 - Mellanox Introduces HPC-X Scalable Software Toolkit for High-Performance Computing Platforms and Applications

 

·                  June 23 - InfiniBand Leads TOP500 as Most Used Interconnect Technology for High-Performance Computing

 

·                  June 2 - Mellanox Releases New Automation Software to Reduce Ethernet Fabric Installation Time from Hours to Minutes

 

·                  May 7 - Mellanox Announces New Software Defined FCoE Switch Solution

 

·                  May 5 - Mellanox Collaborates with NCS and LSI to Provide an End-to-End Virtual Desktop Infrastructure Solution

 

·                  April 30 - Mellanox 40 Gigabit Ethernet Interconnect and IBM Power8 Enable High Velocity Infrastructures for NoSQL Databases and In-Memory Data Grids

 

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Third Quarter 2014 Guidance

 

Our guidance for the third quarter 2014 non-GAAP results is as follows:

 

·                  Quarterly revenues of $114 million to $118 million.

 

·                  Non-GAAP gross margins of 68% to 69%.

 

·                  An increase in non-GAAP operating expenses of 3% to 5%.

 

·                  Stock compensation expense to be between $11.9 million to $12.4 million.

 

·                  Non-GAAP diluted share count of 46.6 million to 47.1 million shares.

 

Conference Calls

 

Mellanox will hold its second quarter 2014 financial results conference call today at 2 p.m. Pacific Time to discuss the company’s financial results. To listen to the call, dial +1-785-424-1826 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. 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 and acquisition related

 

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expense. 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 and acquisition related expense 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 and amortization of acquired intangible assets 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 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, 2014, statements related to the technologies we acquired in 2013, trends in the market for our solutions and services and opportunities for our company in 2014 and beyond. 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.

 

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 May 2, 2014, and our form 10-K filed with the SEC on February 28, 2014. All forward-looking statements in this press release, including the guidance for the three months ended September 30, 2014, 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.

 

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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,
		2014			2013			2014			2013
Total revenues		$	102,574		$	98,168		$	201,279		$	181,248
Cost of revenues		34,292			32,168			68,111			61,116
Gross profit		68,282			66,000			133,168			120,132
Operating expenses:
Research and development		49,506			38,869			97,843			77,018
Sales and marketing		18,722			16,797			38,001			33,211
General and administrative		9,462			10,047			17,677			17,532
Total operating expenses		77,690			65,713			153,521			127,761
Income (loss) from operations		(9,408		)	287			(20,353		)	(7,629		)
Other income, net		357			232			591			445
Income (loss) before taxes		(9,051		)	519			(19,762		)	(7,184		)
Benefit (provision) for taxes on income		76			(2,258		)	(578		)	(3,012		)
Net loss		$	(8,975	)	$	(1,739	)	$	(20,340	)	$	(10,196	)
Net loss per share — basic		$	(0.20	)	$	(0.04	)	$	(0.46	)	$	(0.24	)
Net loss per share — diluted		$	(0.20	)	$	(0.04	)	$	(0.46	)	$	(0.24	)
Shares used in computing loss per share:
Basic		44,671			43,284			44,475			43,093
Diluted		44,671			43,284			44,475			43,093

 

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Mellanox Technologies, Ltd.

Reconciliation of Non-GAAP Adjustments

(in thousands, percentages, unaudited)

 

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2014			2013			2014			2013
Reconciliation of GAAP net loss to non-GAAP net income:
GAAP net loss		$	(8,975	)	$	(1,739	)	$	(20,340	)	$	(10,196	)
Adjustments:
Share-based compensation expense:
Cost of revenues		532			434			1,054			898
Research and development		6,753			6,442			13,431			12,250
Sales and marketing		2,479			2,342			4,912			4,466
General and administrative		2,183			1,947			4,188			3,926
Total share-based compensation expense		11,947			11,165			23,585			21,540
Amortization of acquired intangible assets:
Cost of revenues		1,562			1,703			3,805			3,660
Research and development		196			175			391			175
Sales and marketing		1,039			636			2,078			1,075
Total amortization of acquired intangible assets		2,797			2,514			6,274			4,910
Acquisition related charges:
Cost of revenues		535			—			619			—
Research and development		335			—			733			—
Sales and marketing		174			—			412			—
General and administrative		—			1,828			—			1,828
Total acquisition related charges		1,044			1,828			1,764			1,828
Non-GAAP net income		$	6,813		$	13,768		$	11,283		$	18,082
Reconciliation of GAAP gross profit to non-GAAP:
Revenues		$	102,574		$	98,168		$	201,279		$	181,248
GAAP gross profit		68,282			66,000			133,168			120,132
GAAP gross margin		66.6		%	67.2		%	66.2		%	66.3		%
Share-based compensation expense		532			434			1,054			898
Amortization of acquired intangible assets		1,562			1,703			3,805			3,660
Acquisition related charges		535			—			619			—
Non-GAAP gross profit		$	70,911		$	68,137		$	138,646		$	124,690
Non-GAAP gross margin		69.1		%	69.4		%	68.9		%	68.8		%
Reconciliation of GAAP operating expenses to non-GAAP:
GAAP operating expenses		$	77,690		$	65,713		$	153,521		$	127,761
Share-based compensation expense		(11,415		)	(10,731		)	(22,531		)	(20,642		)
Amortization of acquired intangible assets		(1,235		)	(811		)	(2,469		)	(1,250		)
Acquisition related charges		(509		)	(1,828		)	(1,145		)	(1,828		)
Non-GAAP operating expenses		$	64,531		$	52,343		$	127,376		$	104,041
Reconciliation of GAAP income (loss) from operations to non-GAAP:
GAAP income (loss) from operations		$	(9,408	)	$	287		$	(20,353	)	$	(7,629	)
Share-based compensation expense		11,947			11,165			23,585			21,540
Amortization of acquired intangible assets		2,797			2,514			6,274			4,910
Acquisition related charges		1,044			1,828			1,764			1,828
Non-GAAP income from operations		$	6,380		$	15,794		$	11,270		$	20,649

 

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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,
		2014			2013			2014			2013
Shares used in computing GAAP diluted earnings per share		44,671			43,284			44,475			43,093
Adjustments:
Effect of dilutive securities under GAAP*		—			—			—			—
Total options vested and exercisable		1,851			1,897			1,851			1,897
Shares used in computing non-GAAP diluted earnings per share		46,522			45,181			46,326			44,990
GAAP diluted net loss per share		$	(0.20	)	$	(0.04	)	$	(0.46	)	$	(0.24	)
Adjustments:
Share-based compensation expense		0.27			0.26			0.53			0.50
Amortization of acquired intangibles		0.07			0.05			0.14			0.11
Acquisition related charges		0.02			0.04			0.04			0.04
Effect of dilutive securities under GAAP*		0.00			0.00			0.00			0.00
Total options vested and exercisable		(0.01		)	(0.01		)	(0.01		)	(0.01		)
Non-GAAP diluted income per share		$	0.15		$	0.30		$	0.24		$	0.40

 

* 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.

 

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Mellanox Technologies, Ltd.

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

 

		June 30,			December 31,
		2014			2013
ASSETS
Current assets:
Cash and cash equivalents		$	44,022		$	63,164
Short-term investments		296,051			263,528
Accounts receivable, net		69,361			70,566
Inventories		37,092			35,963
Deferred taxes and other current assets		21,054			17,581
Total current assets		467,580			450,802
Property and equipment, net		68,172			70,815
Severance assets		10,439			10,630
Intangible assets, net		47,877			54,362
Goodwill		199,558			199,558
Deferred taxes and other long-term assets		22,236			20,613
Total assets		$	815,862		$	806,780
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	30,190		$	29,964
Accrued liabilities		55,755			52,588
Deferred revenue		13,792			15,849
Capital lease liabilities, current		1,241			1,245
Total current liabilities		100,978			99,646
Accrued severance		13,286			13,418
Deferred revenue		8,430			9,045
Capital lease liabilities		1,043			1,600
Other long-term liabilities		16,460			17,091
Total liabilities		140,197			140,800
Shareholders’ equity:
Ordinary shares		189			185
Additional paid-in capital		581,485			550,795
Accumulated other comprehensive income		721			1,390
Retained earnings		93,270			113,610
Total shareholders’ equity		675,665			665,980
Total liabilities and shareholders’ equity		$	815,862		$	806,780

 

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Mellanox Technologies, Ltd.

Condensed Consolidated Statement of Cash Flows

(in thousands, unaudited)

 

		Six Months Ended June 30,
		2014			2013
Cash flows from operating activities:
Net loss		$	(20,340	)	$	(10,196	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		19,458			15,186
Deferred income taxes		807			(1,930		)
Share-based compensation		23,585			21,540
Gain on sale of investments		(1,200		)	(439		)
Excess tax benefit from share-based compensation		—			(1,939		)
Changes in assets and liabilities:
Accounts receivable, net		1,205			(9,086		)
Inventories		(1,562		)	5,895
Prepaid expenses and other assets		(4,710		)	2,990
Accounts payable		594			(7,514		)
Accrued liabilities and other payables		(5		)	(9,652		)
Net cash provided by operating activities		17,832			4,855
Cash flows from investing activities:
Purchase of severance-related insurance policies		(409		)	(412		)
Purchases of short-term investments		(159,388		)	(81,823		)
Proceeds from sale of short-term investments		90,321			103,339
Proceeds from maturities of short-term investments		37,760			50,447
Increase in restricted cash deposits		(103		)	(47,001		)
Purchase of property and equipment		(10,265		)	(18,949		)
Purchase of intangible assets		—			(6,327		)
Purchase of equity investment in a private company		(1,438		)	(3,000		)
Net cash used in investing activities		(43,522		)	(3,726		)
Cash flows from financing activities:
Principal payments on capital lease obligations		(561		)	(695		)
Proceeds from exercise of share awards		7,109			7,053
Excess tax benefit from share-based compensation		—			1,939
Net cash provided by financing activities		6,548			8,297
Net increase (decrease) in cash and cash equivalents		(19,142		)	9,426
Cash and cash equivalents at beginning of period		63,164			117,054
Cash and cash equivalents at end of period		$	44,022		$	126,480

 

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