UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 1, 2017
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CAVIUM, INC.
(Exact name of registrant as specified in its charter)
__________________
Delaware
(State or other jurisdiction of incorporation)
001-33435 |
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77-0558625 |
(Commission File No.) |
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(IRS Employer Identification No.) |
2315 N. First Street, San Jose CA 95131
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 943-7100
N/A
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
☐Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On November 1, 2017, Cavium, Inc. (the "Company") issued a press release announcing its financial results for the third quarter of 2017. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.
The information under Item 2.02 of this report, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information and the accompanying exhibit shall not be incorporated by reference into filings with the U.S. Securities and Exchange Commission (the "SEC") made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial statements:
None
(b) Pro forma financial information:
None
(c) Shell company transactions:
None
(d) Exhibits
99.1 Press Release of Cavium, Inc. dated November 1, 2017
Exhibit No. |
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Description |
99.1 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 1, 2017 |
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CAVIUM, INC. |
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By: |
/s/ ARTHUR D. CHADWICK |
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Arthur D. Chadwick |
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Vice President of Finance and Administration and Chief Financial Officer |
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Exhibit 99.1
Cavium
Announces Financial Results for Q3 2017
SAN JOSE, Calif., November 1, 2017 – Cavium, Inc. (NASDAQ: CAVM), a leading provider of semiconductor products that enable intelligent processing for enterprise, data center, cloud, wired and wireless networking, today announced financial results for the third quarter ended September 30, 2017.
Net revenue in the third quarter of 2017 was $252.0 million, a 4.1% sequential increase from the $242.1 million reported in the second quarter of 2017 and 49.9% from the $168.1 million reported in the third quarter of 2016.
Generally Accepted Accounting Principles (GAAP) Results
Net loss for the third quarter of 2017 was $6.2 million, or ($0.09) per diluted share, compared to $11.1 million, or ($0.16) per diluted share in the second quarter of 2017. Gross margins were 54.6% in the third quarter of 2017 compared to 53.5% in the second quarter of 2017. As a percentage of revenue, GAAP income from operations was 0.19% in the third quarter of 2017 compared to GAAP operating loss of 2.5% in the second quarter of 2017. Total cash and cash equivalents were $152.7 million at September 30, 2017.
Non-GAAP Results
Cavium believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to Cavium’s financial condition and results of operations. Cavium believes that these non-GAAP financial measures provide additional insight into Cavium’s ongoing performance and core operational activities and has chosen to provide these measures for more consistent and meaningful comparison between periods. These measures should only be used to evaluate Cavium’s results of operations in conjunction with the corresponding GAAP measures. The reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this release.
In the third quarter of 2017, Non-GAAP net income was $55.8 million, or $0.76 per diluted share, Non-GAAP gross margin was 66.0% and Non-GAAP income from operations as a percentage of revenue was 24.8%.
Recent News Highlights
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October 24, 2017 - Cadence and Arm Delivers First SoC Verification Solution for Low-Power, High-Performance Arm-Based Servers |
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October 9, 2017 - China Unicom Awarded "Best 5G Initiative" RANNYs Award in Partnership with Cavium |
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September 11, 2017 - Cavium Showcased M-CORD NFV/5G on ARM with Leaf and Spine SDN Fabric at Mobile World Congress Americas 2017 |
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September 11, 2017 - Cavium and Enea Delivers Optimized Software and Hardware Platform for uCPE |
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August 28, 2017 - Cavium Demonstrated NVMe Scale-out Technologies at VMworld US 2017 |
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August 10, 2017 - Cavium Announced Support for FC-NVMe Standard |
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August 8, 2017 - Cavium Demonstrated Breakthrough NVMe over Fabrics Performance at Flash Memory Summit 2017 |
Cavium will broadcast its third quarter of 2017 financial results conference call today, November 1, 2017, at 2 p.m. Pacific time (5 p.m. Eastern time). The conference call will be available via a live web cast on the investor relations section of the Cavium website at http://www.cavium.com. Please access the website at least a few minutes prior to the start of the call in order to download and install any necessary audio software. An archived web cast replay of the call will be available on the web site for a limited period of time.
About Cavium
Cavium offers a broad portfolio of infrastructure solutions for compute, security, storage, switching, connectivity, and baseband processing. Cavium’s highly integrated multi-core SoC products deliver software compatible solutions across low to high performance points enabling secure and intelligent functionality in Enterprise, Data Center and Service Provider Equipment. Cavium processors and solutions are supported by an extensive ecosystem of operating systems, tools, application stacks, hardware-reference designs, and other products. Cavium is headquartered in San Jose, CA with design centers in California, Massachusetts, India, Israel, China, and Taiwan. For more information about the Company, please visit: http://www.cavium.com.
CAVIUM, INC.
Unaudited GAAP Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
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Three Months Ended |
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September 30, 2017 |
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June 30, 2017 |
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Net revenue |
$ |
251,987 |
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$ |
242,093 |
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Cost of revenue |
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114,455 |
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112,604 |
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Gross profit |
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137,532 |
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129,489 |
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Operating expenses: |
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Research and development |
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93,860 |
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94,758 |
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Sales, general and administrative |
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43,184 |
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40,791 |
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Total operating expenses |
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137,044 |
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135,549 |
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Income (loss) from operations |
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488 |
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(6,060 |
) |
Other income (expense), net: |
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Interest expense |
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(6,493 |
) |
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(6,062 |
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Other, net |
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277 |
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1 |
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Total other expense, net |
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(6,216 |
) |
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(6,061 |
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Loss before income taxes |
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(5,728 |
) |
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(12,121 |
) |
Provision for (benefit from) income taxes |
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486 |
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(1,049 |
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Net loss |
$ |
(6,214 |
) |
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$ |
(11,072 |
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Net loss per common share, basic and diluted |
$ |
(0.09 |
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$ |
(0.16 |
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Shares used in computing basic and diluted net loss per common share |
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68,675 |
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68,199 |
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CAVIUM, INC.
Unaudited Reconciliation of Non-GAAP Adjustments
(in thousands, except per share data and percentages)
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Three Months Ended |
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September 30, 2017 |
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June 30, 2017 |
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Reconciliation of GAAP gross profit and margin to non-GAAP: |
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Net revenue |
$ |
251,987 |
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$ |
242,093 |
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GAAP gross profit |
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137,532 |
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129,489 |
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GAAP gross margin |
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54.6 |
% |
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53.5 |
% |
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Stock-based compensation and related payroll taxes |
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879 |
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718 |
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Inventory charges |
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(18 |
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1,661 |
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Amortization of acquisition related assets |
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27,947 |
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27,706 |
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Non-GAAP gross profit |
$ |
166,340 |
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$ |
159,574 |
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Non-GAAP gross margin |
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66.0 |
% |
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65.9 |
% |
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Reconciliation of GAAP operating expenses to non-GAAP: |
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GAAP research and development expenses |
$ |
93,860 |
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$ |
94,758 |
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Stock-based compensation and related payroll taxes |
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(17,437 |
) |
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(18,298 |
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Amortization of acquisition related assets |
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(725 |
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(731 |
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Acquisition and integration related costs |
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(743 |
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(811 |
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Non-GAAP research and development expenses |
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74,955 |
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74,918 |
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GAAP sales, general and administrative expenses |
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43,184 |
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40,791 |
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Stock-based compensation and related payroll taxes |
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(9,035 |
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(9,363 |
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Amortization of acquisition related assets |
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(1,278 |
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(1,277 |
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Acquisition and integration related costs |
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(3,997 |
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(1,984 |
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Non-GAAP sales, general and administrative expenses |
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28,874 |
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28,167 |
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Total Non-GAAP operating expenses |
$ |
103,829 |
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$ |
103,085 |
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Reconciliation of GAAP Income tax to non-GAAP: |
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GAAP provision for (benefit from) income tax |
$ |
486 |
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$ |
(1,049 |
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Acquisition related tax adjustments |
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- |
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2,605 |
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Non-GAAP provision for income tax |
$ |
486 |
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$ |
1,556 |
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Unaudited Reconciliation of Non-GAAP Adjustments
(in thousands, except per share data and percentages)
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Three Months Ended |
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September 30, 2017 |
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June 30, 2017 |
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Reconciliation of GAAP income (loss) from operations to non-GAAP income from operations: |
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GAAP income (loss) from operations |
$ |
488 |
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$ |
(6,060 |
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Stock-based compensation and related payroll taxes |
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27,351 |
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28,379 |
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Inventory charges |
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(18 |
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1,661 |
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Amortization of acquisition related assets |
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29,950 |
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29,714 |
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Acquisition and integration related costs |
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4,740 |
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2,795 |
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Non-GAAP income from operations |
$ |
62,511 |
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$ |
56,489 |
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Non-GAAP income from operations as a percentage of revenue |
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24.8 |
% |
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23.3 |
% |
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Reconciliation of GAAP net loss to non-GAAP net income: |
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GAAP net loss |
$ |
(6,214 |
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$ |
(11,072 |
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Non-GAAP adjustments: |
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Stock-based compensation and related payroll taxes |
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27,351 |
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28,379 |
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Inventory charges |
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(18 |
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1,661 |
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Amortization of acquisition related assets |
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29,950 |
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29,714 |
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Acquisition and integration related costs |
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4,740 |
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2,795 |
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Acquisition related tax adjustments |
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- |
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(2,605 |
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Total of non-GAAP adjustments |
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62,023 |
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59,944 |
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Non-GAAP net income |
$ |
55,809 |
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$ |
48,872 |
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GAAP net loss per share, diluted |
$ |
(0.09 |
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$ |
(0.16 |
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Non-GAAP adjustments detailed above |
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0.85 |
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0.83 |
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Non-GAAP net income per share, diluted |
$ |
0.76 |
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$ |
0.67 |
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GAAP weighted average shares, diluted |
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68,675 |
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68,199 |
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Non-GAAP share adjustment |
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4,488 |
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5,019 |
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Non-GAAP weighted average shares, diluted |
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73,163 |
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73,218 |
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Unaudited GAAP Condensed Consolidated Balance Sheets
(in thousands)
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As of |
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September 30, 2017 |
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June 30, 2017 |
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Assets |
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Current assets |
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Cash and cash equivalents |
$ |
152,654 |
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$ |
127,061 |
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Accounts receivable, net |
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186,447 |
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173,754 |
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Inventories |
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94,879 |
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94,116 |
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Prepaid expenses and other current assets |
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23,510 |
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21,669 |
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Total current assets |
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457,490 |
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416,600 |
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Property and equipment, net |
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169,747 |
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157,542 |
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Intangible assets, net |
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692,994 |
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714,636 |
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Goodwill |
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237,692 |
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241,067 |
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Other assets |
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5,757 |
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5,286 |
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Total assets |
$ |
1,563,680 |
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$ |
1,535,131 |
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Liabilities and Stockholders' Equity |
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Current liabilities |
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Accounts payable |
$ |
74,207 |
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$ |
72,494 |
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Accrued expenses and other current liabilities |
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44,898 |
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49,825 |
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Deferred revenue |
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9,501 |
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8,990 |
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Current portion of long-term debt |
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3,270 |
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3,256 |
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Capital lease and technology license obligations |
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27,803 |
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19,195 |
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Total current liabilities |
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159,679 |
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153,760 |
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Long-term debt |
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593,770 |
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594,590 |
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Capital lease and technology license obligations, net of current |
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15,025 |
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20,563 |
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Deferred tax liability |
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16,824 |
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16,972 |
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Other non-current liabilities |
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25,436 |
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18,722 |
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Total liabilities |
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810,734 |
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804,607 |
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Stockholders' equity |
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Common stock |
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69 |
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68 |
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Additional paid-in capital |
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1,157,386 |
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1,128,752 |
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Accumulated deficit |
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(405,302 |
) |
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(399,088 |
) |
Accumulated other comprehensive income |
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793 |
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|
792 |
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Total stockholders' equity |
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752,946 |
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730,524 |
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Total liabilities and stockholders' equity |
$ |
1,563,680 |
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$ |
1,535,131 |
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Cavium Contact:
Art Chadwick |
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Angel Atondo |
Vice President of Finance and Administration and Chief Financial Officer |
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Senior Marketing Communications Manager |
Tel: (408) 943-7104 |
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Tel: (408) 943-7417 |
Email: art.chadwick@cavium.com |
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Email: angel.atondo@cavium.com |