10-Q 1 a12-19870_110q.htm 10-Q

Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2012

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period       to       

 

Commission File No. 001-33299

 

MELLANOX TECHNOLOGIES, LTD.

(Exact Name of Registrant as Specified in Its Charter)

 

ISRAEL

 

98-0233400

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

 

 

BEIT MELLANOX, YOKNEAM, ISRAEL

 

20692

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: +972-4-909-7200

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x

 

The total number of outstanding shares of the registrant’s Ordinary Shares, nominal value of NIS 0.0175 per share, as of October 30, 2012, was 42,312,910.

 

 

 



Table of Contents

 

MELLANOX TECHNOLOGIES, LTD.

 

 

 

Page No.

PART I

 

 

FINANCIAL INFORMATION

 

 

 

 

 

ITEM 1. Unaudited Condensed Consolidated Financial Statements

 

3

Condensed Consolidated Balance Sheets (Unaudited) – September 30, 2012 and December 31, 2011

 

3

Condensed Consolidated Statements of Operations (Unaudited) – Three and Nine Months Ended September 30, 2012 and 2011

 

4

Condensed Consolidated Statements of Comprehensive Income (Unaudited) – Three and Nine Months Ended September 30, 2012 and 2011

 

5

Condensed Consolidated Statements of Cash Flows (Unaudited) – Nine Months Ended September 30, 2012 and 2011

 

6

Notes to Unaudited Condensed Consolidated Financial Statements

 

7

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

18

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

 

29

ITEM 4. Controls and Procedures

 

30

PART II

 

 

OTHER INFORMATION

 

 

ITEM 1. Legal Proceedings

 

30

ITEM 1A. Risk Factors

 

30

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

34

ITEM 3. Defaults Upon Senior Securities

 

34

ITEM 4. Mine Safety Disclosures

 

34

ITEM 5. Other Information

 

34

ITEM 6. Exhibits

 

34

 

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Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1 — UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

MELLANOX TECHNOLOGIES, LTD.

 

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

 

 

 

September 30,

 

December 31,

 

 

 

2012

 

2011

 

 

 

(In thousands)

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

137,904

 

$

181,258

 

Short-term investments

 

259,830

 

52,373

 

Restricted cash

 

4,304

 

4,452

 

Accounts receivable, net

 

52,550

 

48,215

 

Inventories

 

34,317

 

24,955

 

Deferred taxes and other current assets

 

13,681

 

7,373

 

Total current assets

 

502,586

 

318,626

 

Property and equipment, net

 

52,865

 

36,806

 

Severance assets

 

8,189

 

7,767

 

Intangible assets, net

 

18,439

 

25,657

 

Goodwill

 

132,885

 

132,885

 

Deferred taxes and other long-term assets

 

11,161

 

8,289

 

Total assets

 

$

726,125

 

$

530,030

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

40,079

 

$

30,132

 

Accrued liabilities

 

51,538

 

31,091

 

Deferred revenue

 

10,550

 

5,571

 

Capital lease liabilities

 

1,254

 

299

 

Total current liabilities

 

103,421

 

67,093

 

Accrued severance

 

11,011

 

10,433

 

Deferred revenue

 

7,671

 

3,664

 

Capital lease liabilities

 

3,113

 

279

 

Other long-term liabilities

 

9,379

 

6,214

 

Total liabilities

 

134,595

 

87,683

 

Commitments and contingencies (Note 8)

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Ordinary shares

 

177

 

165

 

Additional paid-in capital

 

473,476

 

418,255

 

Accumulated other comprehensive loss

 

(152

)

(1,164

)

Retained earnings

 

118,029

 

25,091

 

Total shareholders’ equity

 

591,530

 

442,347

 

Total liabilities and shareholders’ equity

 

$

726,125

 

$

530,030

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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MELLANOX TECHNOLOGIES, LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(In thousands, except per share data)

 

Total revenues

 

$

156,471

 

$

68,160

 

$

378,681

 

$

186,562

 

Cost of revenues

 

48,375

 

24,164

 

118,963

 

65,829

 

Gross profit

 

108,096

 

43,996

 

259,718

 

120,733

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

36,229

 

23,367

 

102,845

 

67,366

 

Sales and marketing

 

16,451

 

10,484

 

45,066

 

29,028

 

General and administrative

 

6,212

 

4,525

 

17,405

 

17,629

 

Total operating expenses

 

58,892

 

38,376

 

165,316

 

114,023

 

Income from operations

 

49,204

 

5,620

 

94,402

 

6,710

 

Other income, net

 

585

 

416

 

990

 

552

 

Income before taxes

 

49,789

 

6,036

 

95,392

 

7,262

 

Provision for taxes on income

 

(1,386

)

(1,226

)

(2,454

)

(1,948

)

Net income

 

$

48,403

 

$

4,810

 

$

92,938

 

$

5,314

 

Net income per share — basic

 

$

1.16

 

$

0.13

 

$

2.27

 

$

0.15

 

Net income per share — diluted

 

$

1.09

 

$

0.13

 

$

2.13

 

$

0.14

 

Shares used in computing income per share:

 

 

 

 

 

 

 

 

 

Basic

 

41,871

 

35,821

 

40,923

 

35,158

 

Diluted

 

44,434

 

38,003

 

43,595

 

37,419

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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MELLANOX TECHNOLOGIES, LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(In thousands)

 

Net income

 

$

48,403

 

$

4,810

 

$

92,938

 

$

5,314

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

Change in unrealized gains/losses on available-for-sale securities, net

 

45

 

(16

)

(87

)

(102

)

Change in unrealized gains/losses on derivative contracts, net

 

1,194

 

(1,904

)

1,099

 

(1,636

)

Total comprehensive income, net of tax

 

$

49,642

 

$

2,890

 

$

93,950

 

$

3,576

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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MELLANOX TECHNOLOGIES, LTD.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

 

 

(In thousands)

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

92,938

 

$

5,314

 

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

 

 

 

 

 

Depreciation and amortization

 

17,092

 

14,380

 

Deferred income taxes

 

(4,449

)

579

 

Share-based compensation

 

25,056

 

15,353

 

Gain on investments

 

(384

)

(39

)

Excess tax benefits from share-based compensation

 

(2,919

)

(1,363

)

Changes in assets and liabilities, net of effect of acquisition:

 

 

 

 

 

Accounts receivable

 

(4,335

)

(13,648

)

Inventories

 

(9,946

)

(1,346

)

Prepaid expenses and other assets

 

(3,286

)

296

 

Accounts payable

 

9,947

 

16,469

 

Accrued liabilities and other payables

 

37,387

 

4,985

 

Net cash provided by operating activities

 

157,101

 

40,980

 

Cash flows from investing activities:

 

 

 

 

 

Acquisition of Voltaire Ltd., net of cash acquired of $3,961

 

 

(203,704

)

Purchase of severance-related insurance policies

 

(581

)

(636

)

Purchases of short-term investments

 

(234,725

)

(8,937

)

Proceeds from sales of short-term investments

 

6,201

 

147,393

 

Proceeds from maturities of short-term investments

 

21,363

 

10,608

 

Decrease (increase) in restricted cash deposits

 

94

 

(1,700

)

Purchase of property and equipment

 

(20,921

)

(15,767

)

Purchase of equity investment in a private company

 

(1,424

)

 

Net cash used in investing activities

 

(229,993

)

(72,743

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from public offering, net

 

 

104,201

 

Principal payments on capital lease obligations

 

(639

)

(237

)

Proceeds from exercise of share awards

 

27,258

 

14,821

 

Excess tax benefit from share-based compensation

 

2,919

 

1,363

 

Net cash provided by financing activities

 

29,538

 

120,148

 

Net increase (decrease) in cash and cash equivalents

 

(43,354

)

88,385

 

Cash and cash equivalents at beginning of period

 

181,258

 

107,994

 

Cash and cash equivalents at end of period

 

$

137,904

 

$

196,379

 

 

 

 

 

 

 

Non-cash investing and financing activities:

 

 

 

 

 

Software acquired under capital leases

 

$

(4,428

)

$

 

Inventory capitalization

 

$

(584

)

$

 

Vested share awards issued in connection with Voltaire acquisition

 

$

 

$

6,303

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

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MELLANOX TECHNOLOGIES, LTD.

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 — THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

Company

 

Mellanox Technologies, Ltd. (the “Company” or “Mellanox”) was incorporated in Israel and commenced operations in March 1999. Mellanox is a supplier of high-performance semiconductor interconnect products for computing, storage and communications applications.

 

Principles of presentation

 

The unaudited condensed consolidated financial statements include the Company’s accounts as well as those of its wholly owned subsidiaries after the elimination of all significant intercompany balances and transactions.

 

The unaudited condensed consolidated financial statements included in this quarterly report on Form 10-Q have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The year-end unaudited condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on February 28, 2012. The results of operations for the nine months ended September 30, 2012 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2012 or thereafter.

 

Risks and uncertainties

 

The Company is subject to all of the risks inherent in a company that operates in the dynamic and competitive semiconductor industry. Significant changes in any of the following areas could have a material adverse impact on the Company’s financial position and results of operations: unpredictable volume or timing of customer orders; ordered product mix; the sales outlook and purchasing patterns of the Company’s customers based on consumer demands and general economic conditions; loss of one or more of the Company’s customers; decreases in the average selling prices of products or increases in the average cost of finished goods; the availability, pricing and timeliness of delivery of components used in the Company’s products; reliance on a limited number of subcontractors to manufacture, assemble, package and production test the Company’s products; the Company’s ability to successfully develop, introduce and sell new or enhanced products in a timely manner; product obsolescence and the Company’s ability to manage product transitions; and the timing of announcements or introductions of new products by the Company’s competitors.

 

Additionally, the Company has a significant presence in Israel, including research and development activities, corporate facilities and sales support operations. Uncertainty surrounding the political, economic and military conditions in Israel may directly impact the Company’s financial results.

 

Use of estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to revenue recognition, allowances for doubtful accounts, sales returns and allowances, warranty reserves, inventory reserves, share-based compensation expense, long-term asset

 

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valuations, investments, goodwill and purchased intangible asset valuation, deferred income tax asset valuation allowances, uncertain tax positions, litigation and other loss contingencies. These estimates and assumptions are based on current facts, historical experience and various other factors that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of revenue, costs and expenses that are not readily apparent from other sources. The actual results the Company experiences may differ materially and adversely from its original estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected.

 

Significant accounting policies

 

There have been no changes in the Company’s significant accounting policies that were disclosed in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011. See our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 28, 2012, for a discussion of significant accounting policies and estimates.

 

Concentration of credit risk

 

The following table summarizes the revenues from customers (including original equipment manufacturers) in excess of 10% of the total revenues:

 

 

 

Three Months Ended
September  30,

 

Nine Months Ended
September  30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Hewlett Packard

 

19

%

18

%

23

%

19

%

IBM

 

18

%

24

%

20

%

17

%

Polywell Computers

 

11

%

*

 

*

 

*

 

 


*                      Less than 10%

 

The following table summarizes the accounts receivable balance in excess of 10% of the total accounts receivable:

 

 

 

September 30,
2012

 

December 31,
2011

 

IBM

 

23

%

18

%

Hewlett Packard

 

23

%

17

%

 

At September 30, 2012 and December 31, 2011, based on information filed with the SEC or reported to us, Oracle held approximately 3.8 million ordinary shares of Mellanox. Sales to Oracle mainly through its contract manufacturers in the three and nine months ended September 30, 2012 were $8.0 million and $19.5 million, respectively, and were conducted at arm’s-length. During the three months and nine months ended September 30, 2011, sales to Oracle mainly through its contract manufacturers were $2.6 million and $15.6 million, respectively, and were conducted at arm’s-length. At September 30, 2012 and December 31, 2011, accounts receivable from Oracle totaled $6,533 and $17,831, respectively.

 

Product warranty

 

Changes in the Company’s liability for product warranty during the nine months ended September 30, 2012 and 2011 are included in Accrued liabilities and are as follows:

 

 

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

 

 

(In thousands)

 

Balance, beginning of the period

 

$

1,097

 

$

807

 

Warranties issued during the period

 

3,924

 

659

 

Reversal of warranty reserves

 

(43

)

(146

)

Settlements during the period

 

(1,242

)

(415

)

Balance, end of the period

 

$

3,736

 

$

905

 

 

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Net income per share

 

The following table sets forth the computation of basic and diluted net income per share for the periods indicated:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Net income

 

$

48,403

 

$

4,810

 

$

92,938

 

$

5,314

 

Basic and diluted shares:

 

 

 

 

 

 

 

 

 

Weighted average ordinary shares outstanding used to compute basic net income per share

 

41,871

 

35,821

 

40,923

 

35,158

 

Dilutive effect of employee stock option plans

 

2,563

 

2,182

 

2,672

 

2,261

 

Shares used to compute diluted net income per share

 

44,434

 

38,003

 

43,595

 

37,419

 

Net income per share — basic

 

$

1.16

 

$

0.13

 

$

2.27

 

$

0.15

 

Net income per share — diluted

 

$

1.09

 

$

0.13

 

$

2.13

 

$

0.14

 

 

The Company excluded 225,864 and 187,391 outstanding shares for the three and nine months ended September 30, 2012, respectively, from the computation of diluted net income per ordinary share, because including these outstanding shares would have had an anti-dilutive effect.

 

The Company excluded 557,904 and 537,930 outstanding shares for the three and nine months ended September 30, 2011, respectively, from the computation of diluted net income per ordinary share, because including these outstanding shares would have had an anti-dilutive effect.

 

Recent accounting pronouncements

 

Effective January 1, 2012, the Company adopted the authoritative guidance, issued by the Financial Accounting Standards Board (“FASB”) in May 2011, on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles and requires additional disclosures about fair value measurements. The adoption of this guidance had no impact on the Company’s unaudited consolidated financial statements.

 

Effective January 1, 2012, the Company adopted the authoritative guidance, issued by the FASB in June 2011, regarding the presentation of comprehensive income. The new standard requires companies to present net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. The adoption of this guidance had no impact on the Company’s unaudited consolidated financial statements.

 

In July 2012, the FASB issued updated guidance on the periodic testing of indefinite-lived intangible assets for impairment. This guidance provides companies the option to first assess qualitative factors to determine if it is more likely than not that an indefinite-lived intangible asset is impaired and whether it is necessary to perform an annual quantitative impairment test. This guidance is effective for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company does not expect the adoption of this guidance to have a significant impact on its consolidated results of operations and financial condition.

 

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NOTE 2 — BALANCE SHEET COMPONENTS:

 

 

 

September 30,
2012

 

December 31,
2011

 

 

 

(In thousands)

 

Accounts receivable, net:

 

 

 

 

 

Accounts receivable

 

$

53,188

 

$

48,772

 

Less: Allowance for doubtful accounts

 

(638

)

(557

)

 

 

$

52,550

 

$

48,215

 

 

 

 

 

 

 

Inventories:

 

 

 

 

 

Raw materials

 

$

5,682

 

$

5,983

 

Work-in-process

 

3,736

 

4,705

 

Finished goods

 

24,899

 

14,267

 

 

 

$

34,317

 

$

24,955

 

 

 

 

 

 

 

Deferred taxes and other current assets:

 

 

 

 

 

Prepaid expenses

 

$

3,846

 

$

2,406

 

Deferred taxes

 

4,057

 

1,126

 

Other

 

5,778

 

3,841

 

 

 

$

13,681

 

$

7,373

 

 

 

 

 

 

 

Property and equipment, net:

 

 

 

 

 

Computer equipment and software

 

$

69,884

 

$

49,157

 

Furniture and fixtures

 

3,648

 

2,865

 

Leasehold improvements

 

23,184

 

18,899

 

 

 

96,716

 

70,921

 

Less: Accumulated depreciation and amortization

 

(43,851

)

(34,115

)

 

 

$

52,865

 

$

36,806

 

Deferred taxes and other long-term assets:

 

 

 

 

 

Equity investments in private company

 

$

4,424

 

$

3,000

 

Deferred taxes

 

2,834

 

1,316

 

Restricted cash

 

3,326

 

3,317

 

Other assets

 

577

 

656

 

 

 

$

11,161

 

$

8,289

 

Accrued liabilities:

 

 

 

 

 

Payroll and related expenses

 

$

31,579

 

$

15,018

 

Accrued expenses

 

7,091

 

6,026

 

Product warranty liability

 

3,736

 

1,097

 

Forward contracts payable

 

50

 

1,149

 

Development project

 

1,344

 

3,000

 

Other

 

7,738

 

4,801

 

 

 

$

51,538

 

$

31,091

 

Other long-term liabilities:

 

 

 

 

 

Income tax payable

 

$

6,601

 

$

3,365

 

Deferred rent

 

2,778

 

2,849

 

 

 

$

9,379

 

$

6,214

 

 

NOTE 3 — BUSINESS COMBINATION:

 

On February 7, 2011, the Company acquired Voltaire Ltd. (“Voltaire”), an Israeli-based public company, pursuant to an Agreement of Merger (the “Merger Agreement”) dated November 29, 2010. Under the Merger Agreement, the Company’s wholly owned subsidiary merged with and into Voltaire (the “Merger”) with Voltaire continuing after the Merger as the surviving corporation and a wholly owned subsidiary of the Company.

 

The Company’s allocation of the total purchase price is summarized below (in thousands):

 

Purchase price allocation:

 

 

 

Current assets

 

$

52,131

 

Other long-term assets

 

10,875

 

Intangible assets

 

36,052

 

Goodwill

 

132,885

 

Total assets

 

231,943

 

Current liabilities

 

(11,369

)

Long-term liabilities

 

(6,606

)

Total liabilities

 

(17,975

)

Total purchase price allocation

 

$

213,968

 

 

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Table of Contents

 

Intangible assets acquired and their respective estimated remaining useful lives over which each asset will be amortized were:

 

 

 

Fair value

 

Weighted
Average
Useful life

 

 

 

(in thousands)

 

(in years)

 

Developed technology

 

$

20,378

 

2-3

 

In process research and development

 

2,754

 

 

Customer relationship

 

10,956

 

4-5

 

Customer contract

 

1,529

 

2

 

Backlog

 

435

 

Less than 1

 

Total acquired intangible assets

 

$

36,052

 

 

 

 

In-process research and development (“IPR&D”) represents projects that had not yet reached technological feasibility. Technological feasibility is defined as being equivalent to completion of a beta-phase working prototype in which there is no remaining risk relating to the development. Acquired IPR&D consisted of three projects: Unified Fabric Manager, or “UFM”, Acceleration software and Ethernet. Each of these projects is focused on integrating new technologies, improving product performance and broadening features and functionalities. The Acceleration software and Ethernet projects were completed during the year ended December 31, 2011. The UFM project was completed during the second quarter of 2012.

 

The goodwill recognized from the acquisition of Voltaire resulted primarily from the Company’s anticipated enhanced position in providing end-to-end connectivity solutions, expanding its software and hardware offerings and strengthening its engineering team and sales force. Goodwill will not be amortized but instead will be tested for impairment annually or more frequently if certain indicators are present. Goodwill is not expected to be deductible for tax purposes.

 

Supplemental pro forma data

 

The unaudited financial information in the table below summarizes the combined results of operations of the Company and Voltaire for the nine months ended September 30, 2011, on a pro forma basis, as though the companies had been combined as of the beginning of the period presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the period presented.

 

 

 

Nine Months Ended
September 30, 2011

 

 

 

(in thousands, except
per share amounts)

 

Pro forma net revenue

 

$

190,143

 

Pro forma net income

 

$

4,611

 

Pro forma net income per share - basic

 

$

0.13

 

Pro forma net income per share - diluted

 

$

0.13

 

 

NOTE 4 — FAIR VALUE MEASUREMENTS:

 

Fair value hierarchy

 

The Company measures its cash equivalents and marketable securities at fair value. The Company’s cash equivalents are classified within Level 1. Cash equivalents are valued primarily using quoted market prices utilizing market observable inputs. The Company’s investments in debt securities and certificates of deposits are classified within Level 2 as the market inputs to value these instruments consist of market yields, reported trades and broker/dealer quotes. In addition, foreign currency contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.

 

The following table represents the fair value hierarchy of the Company’s financial assets and liabilities measured at fair value as of September 30, 2012.

 

 

 

Level 1

 

Level 2

 

Total

 

 

 

(in thousands)

 

Money market funds

 

$

10,609

 

$

 

$

10,609

 

Certificates of deposits

 

 

101,428

 

101,428

 

U.S. Government and agency debt securities

 

 

102,739

 

102,739

 

Commercial paper

 

 

40,484

 

40,484

 

Corporate bonds

 

 

31,016

 

31,016

 

Foreign Government bonds

 

 

14,695

 

14,695

 

Total financial assets

 

$

10,609

 

$

290,362

 

$

300,971

 

Forward contracts

 

 

50

 

50

 

Total financial liabilities

 

$

 

$

50

 

$

50

 

 

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Table of Contents

 

The following table represents the fair value hierarchy of the Company’s financial assets and liabilities measured at fair value as of December 31, 2011.

 

 

 

Level 1

 

Level 2

 

Total

 

 

 

(in thousands)

 

Money market funds

 

$

105,246

 

 

$

105,246

 

Certificates of deposits

 

 

50,152

 

50,152

 

U.S. Government and agency debt securities

 

 

251

 

251

 

Corporate bonds

 

 

5,217

 

5,217

 

Foreign Government bonds

 

 

957

 

957

 

Total financial assets

 

$

105,246

 

$

56,577

 

$

161,823

 

Forward contracts

 

 

1,149

 

1,149

 

Total financial liabilities

 

$

 

$

1,149

 

$

1,149

 

 

There were no transfers between Level 1 and Level 2 securities during the three and nine months ended September 30, 2012.

 

NOTE 5 — INVESTMENTS:

 

Cash, Cash equivalents and Short-term investments

 

The short-term investments are classified as available-for-sale securities. The cash, cash equivalents and short-term investments at September 30, 2012 and December 31, 2011 were as follows:

 

 

 

September 30, 2012

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains (Losses)

 

Estimated
Fair Value

 

 

 

(in thousands)

 

Cash

 

$

96,763

 

$

 

$

96,763

 

Money market funds

 

10,609

 

 

10,609

 

Certificates of deposits

 

101,439

 

(11

)

101,428

 

U.S. Government and agency debt securities

 

102,812

 

(73

)

102,739

 

Commercial paper

 

40,476

 

8

 

40,484

 

Corporate bonds

 

31,058

 

(42

)

31,016

 

Foreign Government bonds

 

14,679

 

16

 

14,695

 

Total investments

 

$

397,836

 

$

(102

)

$

397,734

 

Less amounts classified as cash and cash equivalents

 

(137,904

)

 

(137,904

)

 

 

$

259,932

 

$

(102

)

$

259,830

 

 

 

 

 

 

 

 

 

 

 

December 31, 2011

 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains (Losses)

 

Estimated
Fair Value

 

 

 

(in thousands)

 

Cash

 

$

71,808

 

$

 

$

71,808

 

Money market funds

 

105,246

 

 

105,246

 

Certificates of deposits

 

50,170

 

(18

)

50,152

 

U.S. Government and agency debt securities

 

250

 

1

 

251

 

Corporate bonds

 

5,215

 

2

 

5,217

 

Foreign Government bonds

 

957

 

 

957

 

Total investments

 

$

233,646

 

$

(15

)

$

233,631

 

Less amounts classified as cash and cash equivalents

 

(181,258

)

 

(181,258

)

 

 

$

52,388

 

$

(15

)

$

52,373

 

 

12


 


Table of Contents

 

Realized gains upon the sale of marketable securities were $155,000 for the three months ended September 30, 2012 and realized losses upon the sale of marketable securities were $77,000 for the three months ended September 30, 2011. Realized gains upon the sale of marketable securities were $384,000 and $39,000 for the nine months ended September 30, 2012 and 2011, respectively. At September 30, 2012, gross unrealized losses on our investments were not deemed to be other-than-temporarily impaired.

 

The contractual maturities of short-term investments at September 30, 2012 and December 31, 2011 were as follows:

 

 

 

September 30, 2012

 

December 31, 2011

 

 

 

Amortized
Cost

 

Estimated Fair
Value

 

Amortized
Cost

 

Estimated Fair
Value

 

 

 

(in thousands)

 

Due in less than one year

 

$

119,602

 

$

119,699

 

$

42,670

 

$

42,660

 

Due in one to three years

 

140,230

 

140,131

 

9,718

 

9,713

 

 

 

$

259,832

 

$

259,830

 

$

52,388

 

$

52,373

 

 

Restricted cash and deposits

 

The Company maintains certain cash amounts restricted as to withdrawal or use. The Company maintained a balance of $1.3 million and $1.9 million at September 30, 2012 and December 31, 2011, respectively, that represented tenants’ security deposits restricted due to the tenancy agreements, and $3.0 million and $2.6 million at September 30, 2012 and December 31, 2011, respectively, that represented security deposits restricted due to foreign exchange management agreements with two banks.

 

Investment in a privately-held company

 

At September 30, 2012, the Company held a $4.4 million investment in a privately-held company. This investment is accounted for under the cost method, net of impairment write down. The Company monitors the investment and if facts and circumstances indicate that the investment may be impaired, then it conducts an impairment test of its investment. To determine if the investment is recoverable, it reviews the privately-held company’s revenue and earnings trends relative to pre-defined milestones and overall business prospects, the general market conditions in its industry and other factors related to its ability to remain in business, such as liquidity and receipt of additional funding.

 

NOTE 6 — GOODWILL AND INTANGIBLE ASSETS:

 

The following table represents changes in the carrying amount of goodwill (in thousands):

 

Balance as of December 31, 2011

 

$

132,885

 

Adjustments

 

 

Balance as of September 30, 2012

 

$

132,885

 

 

The carrying amounts of intangible assets as of September 30, 2012 were as follows:

 

 

 

Gross
Carrying
Value

 

Accumulated
Amortization

 

Net
Carrying
Value

 

 

 

(in thousands)

 

Licensed technology

 

$

 946

 

$

 (929

)

$

 17

 

Developed technology

 

23,132

 

(12,847

)

10,285

 

Customer relationships

 

10,956

 

(2,888

)

8,068

 

Customer contract

 

1,529

 

(1,460

)

69

 

Backlog

 

435

 

(435

)

 

Total intangible assets

 

$

 36,998

 

$

 (18,559

)

$

 18,439

 

 

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Table of Contents

 

The carrying amounts of intangible assets as of December 31, 2011 were as follows:

 

 

 

Gross
Carrying
Value

 

Accumulated
Amortization

 

Net
Carrying
Value

 

 

 

(in thousands)

 

Licensed technology

 

$

 946

 

$

 (874

)

$

 72

 

Developed technology

 

22,063

 

(7,174

)

14,889

 

Customer relationships

 

10,956

 

(1,571

)

9,385

 

Customer contract

 

1,529

 

(1,287

)

242

 

Backlog

 

435

 

(435

)

 

Total amortizable intangible assets

 

$

 35,929

 

$

 (11,341

)

$

 24,588

 

IPR&D

 

1,069

 

 

1,069

 

Total intangible assets

 

$

 36,998

 

$

 (11,341

)

$

 25,657

 

 

Amortization expense of intangible assets was $2.3 million and $2.8 million for the three months ended September 30, 2012 and 2011, respectively. Amortization expense of intangible assets was $7.0 million and $7.8 million for the nine months ended September 30, 2012 and 2011, respectively.

 

The estimated future amortization expenses from amortizable intangible assets were as follows (in thousands):

 

Remainder of 2012

 

$

2,626

 

2013

 

9,356

 

2014

 

3,823

 

2015

 

1,062

 

2016 and thereafter

 

1,572

 

 

 

$

18,439

 

 

NOTE 7 — DERIVATIVES AND HEDGING ACTIVITIES:

 

The Company uses forward contracts to manage its exposure to changes in the exchange rate of the New Israeli Shekel (“NIS”) against the U.S. dollar. The Company’s primary objective in entering into these arrangements is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. The program is not designated for trading or speculative purposes. The Company’s forward contracts expose the Company to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. The Company seeks to mitigate such risk by limiting its counterparties to major financial institutions and by spreading the risk across a number of major financial institutions. In addition, the potential risk of loss with any one counterparty resulting from this type of credit risk is monitored on an ongoing basis.

 

The Company uses forward contracts designated as cash flow hedges to hedge a substantial portion of future forecasted operating expenses in NIS expected to occur over the next twelve months. The gain or loss on the effective portion of a cash flow hedge is initially reported as a component of accumulated other comprehensive income (loss) (“OCI”), and subsequently reclassified into operating expenses in the same period in which the hedged operating expenses are recognized, or reclassified into other income, net, if the hedged transaction becomes probable of not occurring. Any gain or loss after a hedge is de-designated because it is no longer probable of occurring or related to an ineffective portion of a hedge, as well as any amount excluded from the Company’s hedge effectiveness, is recognized as other income (expense) immediately. As of September 30, 2012, the Company had forward contracts in place that hedged future operating expenses of approximately 220.7 million NIS, or approximately $56.4 million, based upon the exchange rate as of September 30, 2012.

 

The Company does not use derivative financial instruments for purposes other than cash flow hedges.

 

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Table of Contents

 

Fair value of derivative contracts

 

Fair value of derivative contracts as of September 30, 2012 and December 31, 2011 were as follows:

 

 

 

Derivative Assets Reported in
Other Current Assets

 

Derivative Liabilities Reported in
Other Current Liabilities

 

 

 

September 30,
2012

 

December 31,
2011

 

September 30,
2012

 

December 31,
 
2011

 

 

 

(In thousands)

 

Foreign exchange contracts designated as cash flow hedges

 

$

 

$

 

$

 (50

)

$

 (1,149

)

Total derivatives designated as hedging instruments

 

$

 

$

 

$

 (50

)

$

 (1,149

)

 

Effect of designated derivative contracts on accumulated other comprehensive income

 

The following table represents the balance of unrealized losses for derivative contracts designated as cash flow hedges as of September 30, 2012 and December 31, 2011, and their impact on OCI for the nine months ended September 30, 2012 (in thousands):

 

December 31, 2011

 

$

 (1,149

)

Amount of loss recognized in OCI (effective portion)

 

(332

)

Amount of loss reclassified from OCI to income (effective portion)

 

1,431

 

September 30, 2012

 

$

 (50

)

 

Foreign exchange contracts designated as cash flow hedges relate primarily to operating expenses, and the associated gains and losses are expected to be recorded in operating expenses when reclassed out of OCI. The Company expects to realize the accumulated OCI balance related to foreign exchange contracts within the next twelve months.

 

Effect of derivative contracts on the condensed consolidated statement of operations

 

The impact of derivative contracts, designated as cash flow hedges on total operating expenses in the three and nine months ended September 30, 2012 and 2011 was as follows:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(In thousands)

 

Net Gain (loss) (effective portion)

 

$

 (750

)

$

 193

 

$

 (1,431

)

$

 1,568

 

 

The net gains or losses relating to the ineffective portion of derivative contracts were not material in the three and nine months ended September 30, 2012 and 2011.

 

NOTE 8 — COMMITMENTS AND CONTINGENCIES:

 

Leases

 

As of September 30, 2012, future minimum lease payments under non-cancelable operating and capital leases were as follows:

 

Year Ended December 31,

 

Capital
Leases

 

Operating
Leases

 

 

 

(In thousands)

 

2012

 

$

 279

 

$

 3,285

 

2013

 

1,262

 

11,739

 

2014

 

1,262

 

9,540

 

2015

 

1,119

 

5,132

 

2016 and beyond

 

504

 

18,137

 

Total minimum lease payments

 

$

 4,426

 

$

 47,833

 

Less: Amount representing interest

 

(59

)

 

 

Present value of capital lease obligations

 

4,367

 

 

 

Less: Current portion

 

(1,254

)

 

 

Long-term portion of capital lease obligations

 

$

 3,113

 

 

 

 

15



Table of Contents

 

Purchase commitments

 

At September 30, 2012, the Company had non-cancelable purchase commitments of $83.9 million, of which $83.2 million is expected to be paid in 2012 and $0.7 million in 2013 and beyond.

 

Legal contingencies

 

On September 24, 2012, Avago Technologies Fiber (IP) Singapore Pte. Ltd., Avago Technologies General IP (Singapore) Pte. Ltd. and Avago Technologies U.S. Inc. (collectively, “Avago”) filed a complaint against Mellanox Technologies, Ltd., Mellanox Technologies, Inc., IPtronics A/S, IPtronics, Inc., FCI USA, LLC, FCI Deutschland GmbH and FCI SA (collectively, “Respondents”) with the United States International Trade Commission (Inv. No. 337-TA-860).  The complaint alleges that the Respondents have engaged in unfair acts in violation of Section 337 of the Tariff Act of 1930, as amended, through allegedly unlicensed importation, sale for importation and/or sale after importation of products covered by patents asserted by Avago.  Pursuant to the complaint, Avago seeks as permanent relief a limited exclusion order barring from entry into the United States, among other Respondent products, all imported Mellanox optoelectronic devices and products containing the same that allegedly infringe the patents asserted by Avago, and a cease and desist order prohibiting the importation, sale, offer for sale, advertising, solicitation, use and/or warehousing of inventory for distribution of such imported products in the United States.  Neither the outcome of the proceeding nor the amount and range of potential damages or exposure associated with the proceeding can be assessed with certainty.  In the event we are not successful in defending the Avago claims, we could be forced to license technology from Avago and be prevented from importing, selling, offering for sale, advertising, soliciting, using and/or warehousing for distribution the allegedly infringing products.  Based on currently available information, the Company believes that the resolution of this proceeding is not likely to have a material adverse effect on our business, financial position, results of operations or cash flows.

 

NOTE 9 — SHARE INCENTIVE PLANS:

 

Stock option and restricted stock units activity

 

The following tables summarize the activities under all equity incentive plans during the nine months ended September 30, 2012:

 

 

 

Options Outstanding

 

 

 

Number
of
Shares

 

Weighted
Average
Exercise
Price

 

Outstanding at December 31, 2011

 

4,706,349

 

$

 13.42

 

Options granted

 

852,460

 

70.45

 

Options exercised

 

(1,968,959

)

10.66

 

Options cancelled

 

(113,644

)

21.64

 

Outstanding at September 30, 2012

 

3,476,206

 

$

 28.70

 

 

The weighted average fair value of options granted was $48.01 and $17.05 for the three months ended September 30, 2012 and 2011, respectively, and $38.51 and $18.54 for the nine months ended September 30, 2012 and 2011, respectively.

 

The total pretax intrinsic value of options exercised in the nine months ended September 30, 2012 and 2011 was $123.2 million and $26.0 million, respectively. This intrinsic value represents the difference between the fair market value of the Company’s ordinary shares on the date of exercise and the exercise price of each option. Based on the closing price of the Company’s ordinary shares of $101.53 on September 28, 2012, the total pretax intrinsic value of all outstanding options was $253.3 million. The total pretax intrinsic value of exercisable options at September 30, 2012 was $167.4 million.

 

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Table of Contents

 

Restricted stock units activity in the nine months ended September 30, 2012 is set forth below:

 

 

 

Restricted Stock Units Outstanding

 

 

 

Number
of
Shares

 

Weighted
Average
Grant Date
Fair Value

 

Non vested restricted stock units at December 31, 2011

 

1,191,673

 

$

 26.05

 

Restricted stock units granted

 

1,051,300

 

40.83

 

Restricted stock units vested

 

(376,650

)

26.19

 

Restricted stock units canceled

 

(52,028

)

28.76

 

Non vested restricted stock units at September 30, 2012

 

1,814,295

 

$

 32.19

 

 

The weighted average fair value of restricted stock units granted in the three and nine months ended September 30, 2012 was $103.71 and $40.83, respectively. The weighted average fair value of restricted stock units granted in the three and nine months ended September 30, 2011 was $34.59 and $26.99, respectively. The total intrinsic value of all outstanding restricted stock units was $184.2 million and $39.1 million as of September 30, 2012 and 2011, respectively.

 

The Company had the following ordinary shares reserved for future issuance under its equity incentive plans as of September 30, 2012:

 

 

 

Number
of
Shares

 

Stock options outstanding

 

3,476,206

 

Restricted stock units

 

1,814,295

 

Stock authorized for future issuance

 

973,032

 

ESPP shares available for future issuance

 

1,494,460

 

Total shares reserved for future issuance as of September 30, 2012

 

7,757,993

 

 

Share-based compensation

 

The following weighted average assumptions are used to value stock options and ESPP shares issued pursuant to the Company’s equity incentive plans for the nine months ended September 30, 2012 and 2011:

 

 

 

Employee Stock
Options

 

Employee Share
Purchase Plan

 

 

 

Nine Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Dividend yield, %

 

 

 

 

 

Expected volatility, %

 

57.3

 

54.9

 

88.0

 

48.8

 

Risk free interest rate, %

 

0.91

 

1.20

 

0.14

 

0.10

 

Expected life, years

 

6.25

 

6.25

 

0.53

 

0.53

 

Estimated forfeiture rate, %

 

7.80

 

8.53

 

 

 

 

The following table summarizes the distribution of total share-based compensation expense in the unaudited condensed consolidated statements of operations:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

(In thousands)

 

Cost of goods sold

 

$

 406

 

$

 352

 

$

 1,176

 

$

 721

 

Research and development

 

4,883

 

3,058

 

13,583

 

8,415

 

Sales and marketing

 

2,476

 

1,255

 

6,179

 

3,572

 

General and administrative

 

1,604

 

979

 

4,118

 

2,645

 

Total share-based compensation expense

 

$

 9,369

 

$

 5,644

 

$

 25,056

 

$

 15,353

 

 

At September 30, 2012, there was $86.9 million of total unrecognized share-based compensation costs related to non-vested share-based compensation arrangements. The costs are expected to be recognized over a weighted average period of 2.81 years.

 

17



Table of Contents

 

At September 30, 2011, there was $45.3 million of total unrecognized share-based compensation costs related to non-vested share-based compensation arrangements. The costs are expected to be recognized over a weighted average period of 2.91 years.

 

NOTE 10 — INCOME TAXES:

 

As of September 30, 2012 and December 31, 2011, the Company had unrecognized tax benefits of $7.4 million and $4.1 million, respectively. It is the Company’s policy to classify accrued interest and penalties as part of the unrecognized tax benefits, or tax contingencies, and record the expense in the provision for income taxes. As of September 30, 2012 and December 31, 2011, the amount of accrued interest and penalties totaled $355,000 and $231,000, respectively. As of September 30, 2012, calendar years 2008 through 2011 were open and subject to potential examination in one or more jurisdictions. The Israeli tax authorities are conducting an audit of the tax years 2008 through 2010.

 

The Company’s effective tax rate is highly dependent upon the geographic distribution of its worldwide earnings or losses, tax regulations, tax holiday benefits in Israel, and the effectiveness of the Company’s tax planning strategies. The Company updates its annual effective tax rate estimate at the end of each quarterly period. This estimate takes into account projections of annual pretax income, the Company’s geographic mix and interpretations of tax laws and possible outcomes of current and future audits. The Company’s effective tax rates were 2.8% and 2.6% for the three and nine months ended September 30, 2012, respectively. The Company’s effective tax rates were 20.3% and 26.8% for the three and nine months ended September 30, 2011, respectively. The difference between the Company’s effective tax rates and the 34% federal statutory rate resulted primarily from foreign earnings taxed at rates lower than the federal statutory rate, partially offset by non-tax-deductible expenses such as share-based compensation expense and the accrual of unrecognized tax benefits, and interest and penalties associated with unrecognized tax positions. In addition, the Company has recorded deferred tax assets in the amount of $1.0 million associated with the benefits that relate to taxable operations in Israel not fully covered by the existing tax holiday.

 

The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous and the Company is required to make many subjective assumptions and judgments regarding its income tax exposures. In addition, interpretations of and guidance surrounding income tax laws and regulations are subject to change over time. Any changes in the Company’s subjective assumptions and judgments could materially affect amounts recognized in its condensed consolidated balance sheets and statements of operations.

 

ITEM 2MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of our financial condition as of September 30, 2012 and results of operations for the three and nine months ended September 30, 2012 and September 30, 2011 should be read together with our financial statements and related notes included elsewhere in this report. This discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, that involve risks, uncertainties and assumptions. Words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “predict,” “potential” and similar expressions, as they relate to us, our business and our management, are intended to identify forward-looking statements, but are not the exclusive means of identifying forward-looking statements in this report. The identification of certain statements as “forward-looking” is not intended to mean that other statements not specifically identified are not forward-looking. All statements other than statements about historical facts are statements that could be deemed forward-looking statements, including, but not limited to, statements that relate to our future revenues, product development and introductions, customer demand, our dependence on key customers for a substantial portion of our revenue, performance of our subcontractors, our ability to consummate acquisitions and integrate their operations successfully, growth rates, market adoption of InfiniBand, competitive factors, gross margins, average sale prices, levels of research, development and other related costs, expenditures, protection of our proprietary rights and patents, tax expenses and benefits, cash flows, management’s plans and objectives for current and future operations, conditions in the Middle East and worldwide economic conditions.

 

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those set forth under the section entitled “Risk Factors” in Part II, Item 1A of this report and in the section entitled “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for fiscal year ended December 31, 2011. We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. All forward-looking statements included in this report are based on information available to us on the date of this report, and we assume no obligation to update any forward-looking statements contained in this report. Quarterly financial results may not be indicative of the financial results of future periods.

 

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Table of Contents

 

Unless the context requires otherwise, references in this report to the “Company,” “we,” “us” and “our” refer to Mellanox Technologies, Ltd. and its wholly owned subsidiaries.

 

Overview

 

We are a fabless semiconductor company that produces and supplies high-performance interconnect products that facilitate efficient data transmission between servers, storage systems and communications infrastructure equipment and other embedded systems. We offer adapter, gateway and switch integrated circuits (“IC”), adapter cards, switch systems, gateway systems, software, services and cables as integral parts of a total end-to-end interconnect solution focused on computing, storage and communication applications used in multiple markets, including high-performance computing, or HPC, Web 2.0, Big Data, Cloud, financial services, database and storage. Our adapters and switch ICs provide per-port bandwidth up to 10Gb/s and 40Gb/s Ethernet, and 10Gb/s (Single Data Rate or SDR), 20Gb/s (Double Data Rate or DDR), 40Gb/s (Quad Data Rate or QDR) and 56Gb/s (Fourteen Data Rate or FDR) InfiniBand. With our adapter ICs and cards, we deliver software for parallel programming, messaging, unstructured data and storage used to accelerate applications in HPC, Web 2.0, Big Data, Cloud, high frequency trading, database and storage, among others. Our switch systems range in port density from 8, 18, 36, 64 port top-of-rack switches to director-class switches ranging in size from 108 to 648 ports. Connectivity between the adapters and switches is supported with our short reach copper cables and long reach active optical cables, and our management software provides visibility, monitoring and diagnostics for the system.

 

As a leader in developing multiple generations of high-speed interconnect solutions, we have established strong relationships with our customers. Our products are incorporated in servers and associated networking solutions produced by the five largest server vendors, Hewlett-Packard, IBM, Dell, Oracle and Fujitsu, which collectively shipped the majority of servers in 2011, according to industry research firm International Data Corporation. We supply our products to leading storage and communications infrastructure equipment vendors such as Data Direct Networks, Hewlett-Packard, IBM, Isilon/EMC, Network Appliance, Oracle and Xyratex. Additionally, our products are used as embedded solutions by companies such as GE Fanuc, Toshiba Medical and Sea Change International.

 

We are one of the pioneers of InfiniBand, an industry-standard architecture that provides specifications for high-performance and scalable datacenter interconnects. We believe we are the leading supplier of InfiniBand interconnect solutions that deliver industry-leading features, as measured by the performance, efficiency and scalability of clustered computing and storage systems that incorporate our products. In addition to supporting InfiniBand, our products also support industry-standard Ethernet transmission protocols providing unique product differentiation and connectivity flexibility. Our products serve as building blocks for creating reliable and scalable InfiniBand and Ethernet solutions with leading performance.

 

In February 2011, we completed the acquisition of Voltaire Ltd., or Voltaire, a leading provider of scale-out computing fabrics for data centers, high performance computing and cloud environments. Our primary reasons for the Voltaire acquisition were to enhance our position in providing end-to-end connectivity solutions and to expand our software and hardware offerings. The acquisition also enhanced our engineering team and sales force through the addition of Voltaire employees. The acquisition of Voltaire has allowed us to offer a broader product portfolio, provided us with the opportunity to expand our customer base and allowed us to go to market with end-to-end hardware and software solutions for both InfiniBand and Ethernet.

 

Revenues.  We derive revenues from sales of our ICs, cards, switch systems, cables, software and accessories. Our sales have historically been made on the basis of purchase orders rather than long-term agreements. Revenues were $378.7 million for the nine months ended September 30, 2012, compared to $186.6 million for the nine months ended September 30, 2011, representing an increase of approximately 103%. To date, we have derived a substantial portion of our revenues from a relatively small number of customers. Sales to our top ten customers represented 78% and 71% of our total revenues for the nine months ended September 30, 2012 and 2011, respectively. Sales to customers representing 10% or more of our revenues accounted for 43% and 36% of our total revenues for the nine months ended September 30, 2012 and 2011, respectively. The loss of one or more of our principal customers, the reduction or deferral of purchases, or changes in the mix of our products ordered by any one of these customers could cause our revenues to decline materially if we are unable to increase our revenues from other customers.

 

Our customers, including our most significant customers, are not obligated by long-term contracts to purchase our products and may cancel orders with limited potential penalties. The majority of our revenues are derived from customer orders received and fulfilled in the same quarterly period. If any of our large customers reduces or cancels its purchases from us for any reason, it could have an adverse effect on our revenues and results of operations.

 

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Table of Contents

 

At September 30, 2012 and December 31, 2011, based on information filed with the SEC or reported to us, Oracle Corporation held approximately 3.8 million of our ordinary shares. Sales to Oracle mainly through its contract manufacturers in the nine months ended September 30, 2012 were $19.5 million, and were conducted at arm’s-length. There were no other material transactions with Oracle during the nine months ended September 30, 2012. Sales to Oracle mainly through its contract manufacturers for the nine months ended September 30, 2011 were $15.6 million, and were conducted at arm’s-length. At September 30, 2012 and December 31, 2011, accounts receivable from Oracle totaled $6,533 and $17,831, respectively.

 

Cost of revenues and gross profit. The cost of revenues consists primarily of the cost of silicon wafers purchased from our foundry supplier, costs associated with the assembly, packaging and production testing of our ICs, outside processing costs associated with the manufacture of our host channel adapters, or HCA cards, and switch systems, purchased cable costs, royalties due to third parties, warranty costs, excess and obsolete inventory costs and costs of personnel associated with production management, quality assurance and services. After we purchase wafers from our foundry supplier, we face yield risk related to manufacturing these wafers into semiconductor devices. Manufacturing yield is the percentage of acceptable product resulting from the manufacturing process, as identified when the product is tested as a finished IC. If our manufacturing yields decrease, our cost per unit increases, which could have a significant adverse impact on our cost of revenues. We do not have long-term pricing agreements with our foundry supplier and contract manufacturers. Accordingly, our costs are subject to price fluctuations based on the overall cyclical demand for semiconductors.

 

We purchase our inventory pursuant to standard purchase orders. We estimate that lead times for delivery of our finished semiconductors from our foundry supplier and assembly, packaging and production testing subcontractor are approximately three to four months, lead times for delivery from our HCA card manufacturing subcontractor are approximately eight to ten weeks, and lead times for delivery from our switch systems manufacturing subcontractors are approximately twelve weeks. We build inventory based on forecasts of customer orders rather than the actual orders themselves. In addition, our customers are seeking opportunities to minimize their inventory on hand while demanding shorter lead times for orders placed. As a result, we have increased our inventory levels at times to meet this demand.

 

We expect our cost of revenues to increase over time as a result of the expected increase in our sales volume. Our  cost of revenues as a percentage of sales will fluctuate in the future due to expected reductions in the average sale price of our products, and the percentage of revenue deriving from sales of switch systems, cables and Ethernet cards which generally yield lower gross margins. This fluctuation will also depend on overall customer demand for our products, introduction of new products, our product mix, composition of our revenues by respective data rate, competitive product offerings and related pricing, and our ability to reduce manufacturing costs.

 

Operational Expenses

 

Research and Development Expenses.  Our research and development expenses consist primarily of salaries, share-based compensation and associated costs for employees engaged in research and development, costs associated with computer aided design software tools, depreciation, allocable facilities related expenses, metal spins and tape-out costs. Tape-out costs are expenses related to the manufacture of new ICs, including charges for mask sets, prototype wafers, mask set revisions and testing incurred before releasing new ICs into production. We anticipate these expenses will increase in future periods based on an increase in personnel to support our product development activities and the introduction of new products. We anticipate that our research and development expenses may fluctuate over the course of a year based on the timing of our product tape-outs.

 

Sales and Marketing Expenses. Sales and marketing expenses consist primarily of salaries, incentive compensation, share-based compensation and associated costs for employees engaged in sales, marketing and business development, commission payments to external, third party sales representatives, advertising, and charges for trade shows, promotions, travel and allocable facilities related expenses. We expect these expenses will increase in absolute dollars in future periods based on an increase in sales, marketing and business development personnel and increased marketing activities.

 

General and Administrative Expenses. General and administrative expenses consist primarily of salaries, share-based compensation and associated costs for employees engaged in finance, legal, human resources and administrative activities, and other professional service expenses for accounting, corporate legal fees and allocable facilities related expenses. We expect these expenses will increase in absolute dollars in future periods based on an increase in personnel to support our business activities.

 

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Table of Contents

 

Amortization of Acquired Intangible Assets. Amortization of acquired intangible assets relates to acquired identified intangible assets resulting from our acquisition of Voltaire, which will be amortized over their estimated useful lives. Amortization of customer relationships is included in sales and marketing expenses. Amortization of all other intangible assets is included in cost of revenues.

 

Acquisition Related Charges. Acquisition-related charges include expenses incurred in connection with the Voltaire acquisition including severance costs related to employees terminated post acquisition, consulting and legal fees. Acquisition related charges were included in general and administrative expenses.

 

Taxes on Income. Our operations in Israel have been granted “Approved Enterprise” status by the Investment Center of the Israeli Ministry of Industry, Trade and Labor and the Israeli Income Tax Authority, which makes us eligible for tax benefits under the Israeli Law for Encouragement of Capital Investments, 1959. Under the terms of the Approved Enterprise program, the Company’s income before tax is split into several categories: a) income that is attributable to manufacturing activities outside of Development Area A in Israel and taxable at regular corporate tax rate or reduced tax rate depending on the geographical location of the manufacturing; b) income that is attributable to our operations in Yokneam which will be exempt from income tax for a period of ten years commencing in fiscal year 2011; and c) income that is attributable to our operations in Tel Aviv which will be exempt from income tax until 2013 and subject to a reduced income tax rate (generally 10-25%, depending on the percentage of foreign investment in the Company) for the following five to eight years. The Yokneam tax holiday is expected to expire in 2020 and the Tel Aviv tax holiday is expected to expire between 2017 and 2020. In accordance with recent amendments to the Israeli tax laws, effective January 1, 2012, the corporate income tax rate was increased to 25%.

 

Critical Accounting Policies and Estimates

 

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

 

We believe that the assumptions and estimates associated with revenue recognition, allowance for doubtful accounts, fair value of financial instruments, short-term investments, inventory valuation, valuation and impairment of goodwill and acquired intangibles, warranty provision, share-based compensation and income taxes have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. For further information on all of our significant accounting policies, please see Note 1 of the accompanying notes to our unaudited condensed consolidated financial statements.

 

See our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on February 28, 2012, for a discussion of additional critical accounting policies and estimates. There have been no changes in our critical accounting policies as disclosed in the Form 10-K for the year ended December 31, 2011.

 

Results of Operations

 

The following table sets forth our consolidated statements of operations as a percentage of revenues for the periods indicated:

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

Total revenues

 

100

%

100

%

100

%

100

%

Cost of revenues

 

31

 

35

 

31

 

35

 

Gross profit

 

69

 

65

 

69

 

65

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

23

 

34

 

27

 

36

 

Sales and marketing

 

11

 

16

 

12

 

16

 

General and administrative

 

4

 

7

 

5

 

9

 

Total operating expenses

 

38

 

57

 

44

 

61

 

Income from operations

 

31

 

8

 

25

 

4

 

Other income, net

 

1

 

1

 

1

 

0

 

Provision for taxes on income

 

(1

)

(2

)

(1

)

(1

)

Net income

 

31

%

7

%

25

%

3

%

 

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Table of Contents

 

Comparison of the Three Months Ended September 30, 2012 to the Three Months Ended September 30, 2011

 

The following table represents our total revenues for the three months ended September 30, 2012 and 2011 by product category, interconnect protocol and data rate.

 

 

 

Three Months Ended September 30,

 

Product category:

 

2012

 

% of
Revenues

 

2011

 

% of
Revenues

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

 

ICs

 

$

36,267

 

23.2

%

$

10,489

 

15.4

%

Boards

 

46,970

 

30.0

%

20,416

 

30.0

%

Switch systems and gateways

 

47,258

 

30.2

%

25,850

 

37.9

%

Cables, accessories and other

 

25,976

 

16.6

%

11,405

 

16.7

%

Total revenue

 

$

156,471

 

100.0

%

$

68,160

 

100.0

%

 

 

 

Three Months Ended September 30,

 

Interconnect protocol and data rate:

 

2012

 

% of
Revenues

 

2011

 

% of
Revenues

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

 

InfiniBand:

 

 

 

 

 

 

 

 

 

FDR

 

$

89,037

 

56.9

%

$

3,211

 

4.7

%

QDR

 

48,044

 

30.7

%

41,015

 

60.2

%

DDR

 

6,925

 

4.4

%

9,678

 

14.2

%

SDR

 

791

 

0.5

%

1,634

 

2.4

%

Total

 

144,797

 

92.5

%

55,538

 

81.5

%

Ethernet

 

10,717

 

6.9

%

6,826

 

10.0

%

Other

 

957

 

0.6

%

5,796

 

8.5

%

Total revenue

 

$

156,471

 

100.0

%

$

68,160

 

100.0

%

 

Revenues. Revenues were $156.5 million for the three months ended September 30, 2012 compared to $68.2 million for the three months ended September 30, 2011, representing an increase of 129.6%. This year-over-year growth was primarily due to increased market demand for our higher bandwidth FDR InfiniBand products in the HPC, Web 2.0 and EDC markets. Our Ethernet revenues also grew year-over-year primarily due to increased adoption of our products within the Web 2.0 markets. Revenues in all of our product categories increased with the highest percentage growth in ICs. Post the introduction of Romley and Sandy Bridge server and storage platforms by Intel Corporation in March 2012, end users have begun to upgrade their systems, placing an increased emphasis on the interconnect and associated performance. Revenues for the three months ended September 30, 2012 are not necessarily indicative of future results.

 

Gross Profit and Margin.  Gross profit was $108.1 million for the three months ended September 30, 2012 compared to $44.0 million for the three months ended September 30, 2011, representing an increase of 145.7%. As a percentage of revenues, gross margin increased to 69.1% in the three months ended September 30, 2012 from 64.5% in the three months ended September 30, 2011. The gross margin percentage improvement was across all product categories and due primarily to increased shipments of our FDR InfiniBand products, which typically yield higher gross margins, compared to our lower data rate products. In addition, the increase in gross margin during the three months ended September 30, 2012 was attributable to higher percentage of ICs revenues which yield higher margins than switch systems, partially offset by an increase in warranty expenses associated with our expansion into new markets. Gross margin for the three months ended September 30, 2012 is not necessarily indicative of future results.

 

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Table of Contents

 

Research and Development.

 

The following table presents details of our research and development expenses for the periods indicated:

 

 

 

Three Months Ended September 30,

 

 

 

2012

 

% of
Revenues

 

2011

 

% of
Revenues

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

 

Salaries and benefits

 

$

20,274

 

13.0

%

$

12,166

 

17.9

%

Share-based compensation

 

4,883

 

3.1

%

3,058

 

4.5

%

Development and tape-out costs

 

4,200

 

2.7

%

3,082

 

4.5

%

Other research and development costs

 

6,872

 

4.4

%

5,061

 

7.4

%

Total research and development

 

$

36,229

 

23.2

%

$

23,367

 

34.3

%

 

Research and development expenses were $36.2 million in the three months ended September 30, 2012 compared to $23.4 million in the three months ended September 30, 2011, representing an increase of 55.0%. The increase in salaries and benefits and share-based compensation was attributable to headcount additions, merit increases and higher accrued bonuses. Development and tape-out costs grew primarily due to increased product test expenses. The increase in other research and development costs was primarily attributable to an increase in facilities and depreciation expenses. We expect that research and development expenses will increase in absolute dollars in future periods as we continue to devote more resources to develop new products, meet the changing requirements of our customers, expand into new markets and technologies and hire additional personnel.

 

For a further discussion of share-based compensation included in research and development expense, see “Share-based Compensation Expense” below.

 

Sales and Marketing.

 

The following table presents details of our sales and marketing expenses for the periods indicated:

 

 

 

Three Months Ended September 30,

 

 

 

2012

 

% of
Revenues

 

2011

 

% of
Revenues

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

 

Salaries and benefits

 

$

8,447

 

5.4

%

$

5,443

 

8.0

%

Share-based compensation

 

2,476

 

1.6

%

1,255

 

1.8

%

Trade shows and promotions

 

2,908

 

1.8

%

1,697

 

2.5

%

Other sales and marketing costs

 

2,620

 

1.7

%

2,089

 

3.1

%

Total sales and marketing

 

$

16,451

 

10.5

%

$

10,484

 

15.4

%

 

 Sales and marketing expenses were $16.5 million for the three months ended September 30, 2012 compared to $10.5 million for the three months ended September 30, 2011, representing an increase of 56.9%. The increase in salaries and benefits and share-based compensation was attributable to headcount additions, merit increases and higher accrued bonuses. The increase in trade show and promotion costs was primarily due to higher expenses related to equipment for customer product evaluations and an increase in the volume of trade shows and promotional activities. The increase in other sales and marketing costs was primarily attributable to higher facilities and maintenance related costs.

 

For a further discussion of share-based compensation included in sales and marketing expense, see “Share-based Compensation Expense” below.

 

General and Administrative.

 

The following table presents details of our general and administrative expenses for the periods indicated:

 

 

 

Three Months Ended September 30,

 

 

 

2012

 

% of
Revenues

 

2011

 

% of
Revenues

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

 

Salaries and benefits

 

$

2,714

 

1.8

%

$

1,630

 

2.4

%

Share-based compensation

 

1,604

 

1.0

%

979

 

1.4

%

Professional services

 

1,113

 

0.7

%

1,259

 

1.8

%

Other general and administrative costs

 

781

 

0.5

%

657

 

1.0

%

Total general and administrative

 

$

6,212

 

4.0

%

$

4,525

 

6.6

%

 

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Table of Contents

 

General and administrative expenses were $6.2 million for the three months ended September 30, 2012 compared to $4.5 million for the three months ended September 30, 2011, representing an increase of 37.3%. The increase in salaries and benefits and share-based compensation was primarily due to higher salaries and benefits associated with headcount additions, merit increases and higher accrued bonuses.

 

For a further discussion of share-based compensation included in general and administrative expense, see “Share-based Compensation Expense” below.

 

Share-based Compensation Expense.

 

The following table summarizes the distribution of total share-based compensation expense in the consolidated statements of operations:

 

 

 

 

 

Three Months Ended
September 30,

 

 

 

2012

 

2011

 

 

 

(In thousands)

 

Cost of goods sold

 

$

406

 

$

352

 

Research and development

 

4,883

 

3,058

 

Sales and marketing

 

2,476

 

1,255

 

General and administrative

 

1,604

 

979

 

Total share-based compensation expense

 

$

9,369

 

$

5,644

 

 

Share-based compensation expenses were $9.4 million for the three months ended September 30, 2012, compared to $5.6 million for the three months ended September 30, 2011, representing an increase of 66.0%. The increase in share-based compensation expense was primarily due to new restricted stock units granted to existing employees in the first quarter of fiscal 2012 and stock options granted to new employees hired during the year.

 

At September 30, 2012, there was $86.9 million of total unrecognized share-based compensation costs related to non-vested share-based compensation arrangements. The costs are expected to be recognized over a weighted average period of 2.81 years.

 

Other Income, Net. Other income, net consists of interest earned on cash and cash equivalents and short-term investments, and foreign currency exchange gains and losses. Other income, net was $585,000 for the three months ended September 30, 2012, compared to $416,000 for the three months ended September 30, 2011. Interest income, net increased by $313,000 and was partially offset by higher foreign currency exchange losses of $144,000.

 

Provision for Taxes on Income. Provision for taxes on income was $1.4 million for the three months ended September 30, 2012, compared to $1.2 million for the three months ended September 30, 2011. The effective tax rate was approximately 2.8% and 20.3% for the three months ended September 30, 2012 and 2011, respectively. The decrease in the effective tax rate is attributable to a higher portion of our consolidated income before tax being subject to the tax holiday in Israel. The difference between our effective tax rates and the 34% U.S. federal statutory rate resulted primarily from profits earned in Israel which are subject to the tax holiday, partially offset by non-tax-deductible expenses such as share-based compensation expense and the accrual of unrecognized tax benefits, and interest and penalties associated with unrecognized tax positions.

 

Comparison of the Nine Months Ended September 30, 2012 to the Nine Months Ended September 30, 2011

 

The following table represents our total revenues for the nine months ended September 30, 2012 and 2011 by product category, interconnect protocol and data rate.

 

 

 

Nine Months Ended September 30,

 

Product category:

 

2012

 

% of
Revenues

 

2011

 

% of
Revenues

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

 

ICs

 

$

70,539

 

18.6

%

$

34,480

 

18.5

%

Boards

 

119,164

 

31.5

%

55,620

 

29.8

%

Switch systems and gateways

 

126,080

 

33.3

%

66,461

 

35.6

%

Cables, accessories and other

 

62,898

 

16.6

%

30,001

 

16.1

%

Total revenue

 

$

378,681

 

100.0

%

$

186,562

 

100.0

%

 

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Table of Contents

 

 

 

Nine Months Ended September 30,

 

Interconnect protocol and data rate:

 

2012

 

% of
Revenues

 

2011

 

% of
Revenues

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

 

InfiniBand:

 

 

 

 

 

 

 

 

 

FDR

 

$

188,778

 

49.9

%

$

3,556

 

1.9

%

QDR

 

130,200

 

34.4

%

131,855

 

70.7

%

DDR

 

21,428

 

5.6

%

22,442

 

12.0

%

SDR

 

1,637

 

0.4

%

4,336

 

2.3

%

Total

 

342,043

 

90.3

%

162,189

 

86.9

%

Ethernet

 

29,078

 

7.7

%

13,381

 

7.2

%

Other

 

7,560

 

2.0

%

10,992

 

5.9

%

Total revenue

 

$

378,681

 

100.0

%

$

186,562

 

100.0

%

 

Revenues. Revenues were $378.7 million for the nine months ended September 30, 2012 compared to $186.6 million for the nine months ended September 30, 2011, representing an increase of 103.0%. This year-over-year growth was primarily due to increased market demand for our higher bandwidth FDR InfiniBand products in the HPC, Web 2.0 and EDC markets. Our Ethernet revenues also grew year-over-year primarily due to increased adoption of our products within the Web 2.0 markets. Revenues in all of our product categories increased with no material changes in the respective product mix percentages. Post the introduction of Romley and Sandy Bridge server and storage platforms by Intel Corporation in March 2012, end users have begun to upgrade their systems, placing an increased emphasis on the interconnects and associated performance. Revenues for the nine months ended September 30, 2012 are not necessarily indicative of future results.

 

Gross Profit and Margin.  Gross profit was $259.7 million for the nine months ended September 30, 2012 compared to $120.7 million for the nine months ended September 30, 2011, representing an increase of 115.1%. As a percentage of revenues, gross margin increased to 68.6% in the nine months ended September 30, 2012 from 64.7% in the nine months ended September 30, 2011. The gross margin percentage improvement was across all product categories and due primarily to the increased shipments of our FDR InfiniBand products, which typically yield higher gross margins, compared to our lower data rate products, and was partially offset by an increase in warranty expenses associated with our expansion into new markets. Gross margin for the nine months ended September 30, 2012 is not necessarily indicative of future results.

 

Research and Development.

 

The following table presents details of our research and development expenses for the periods indicated:

 

 

 

Nine Months Ended September 30,

 

 

 

2012

 

% of
Revenues

 

2011

 

% of
Revenues

 

 

 

(In thousands)

 

 

 

(In thousands)

 

 

 

Salaries and benefits

 

$

57,479

 

15.2

%

$

34,731

 

18.6

%

Share-based compensation

 

13,583

 

3.6

%

8,415

 

4.5

%

Development and tape-out costs

 

12,243

 

3.2

%

11,485

 

6.2

%

Other research and development costs

 

19,540

 

5.2

%