UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the |
Date of Report: October 31, 2011
(Date of earliest event reported)
Cavium, Inc.
(Exact name of registrant as specified in its charter)
DE
(State or other jurisdiction
of incorporation)
001-33435
(Commission File Number)
77-0558625
(IRS Employer
Identification Number)
2315 N. First Street, San Jose CA
(Address of principal executive offices)
95131
(Zip Code)
408-943-7100
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
Item 2.02. Results of Operations and Financial Condition On October 31, 2011, Cavium, Inc. (the "Company") issued a press release announcing its financial results for the third quarter of 2011. 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:
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.
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Dated: October 31, 2011 |
CAVIUM, INC.
By: /s/ Arthur D. Chadwick |
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Exhibit No. | Description |
99.1 | Press Release of Cavium, Inc. dated October 31, 2011 |
SAN JOSE, CA -- (Marketwire - October 31, 2011) - Cavium, Inc. (NASDAQ: CAVM), a leading provider of highly integrated semiconductor products that enable intelligent processing for networking, communications, and the digital home, today announced financial results for the third quarter of 2011 ended September 30, 2011.
Revenue in the third quarter of 2011 was $67.7 million, a 5.4% sequential decrease from the $71.6 million reported for the second quarter of 2011 and an increase of 22.7% from the $55.2 million reported for the third quarter of last year.
Generally Accepted Accounting Principles (GAAP) Results
Net income for the third quarter of 2011, on a GAAP basis, was $6.0 million, or $0.12 per diluted share, compared to net income of $1.9 million, or $0.04 per diluted share in the second quarter of 2011, and a net income of $5.0 million, or $0.10 per diluted share in the third quarter of last year. Gross margins were 59.9% in the third quarter of 2011 compared to 59.9% in the second quarter of 2011 and 62.3% in the third quarter of last year. Total cash and cash equivalents were $74.6 million at September 30, 2011.
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 the company's financial condition and results of operations. These measures should only be used to evaluate the Company's results of operations in conjunction with the corresponding GAAP measures. Non-GAAP financial measures in third quarter of 2011 exclude expenses totaling $8.3 million related to stock-based compensation and related payroll expense, amortization of acquired intangible assets, acquisition related expenses and change in earn-out liability. The reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this release.
Non-GAAP net income for the third quarter of 2011 was $14.4 million, or $0.27 per diluted share, compared with non-GAAP net income of $18.4 million, or $0.34 per diluted share in the second quarter of 2011. Gross margins, on a non-GAAP basis, was 65.0% and operating margins (non-GAAP income from operations as a percentage of revenue), on a non-GAAP basis, was 20.3% in the third quarter of 2011.
"Though revenues this quarter were in line with the updated financial outlook we provided in September, they were weaker than originally expected, in the enterprise market as well as recognized software services revenue. Sales into the enterprise market were affected by a larger than expected impact of a hub transition at one of our major customers as well as lower demand from other enterprise customers as they adjust their supply chain inventory due to the softer demand environment," said Syed Ali, President and CEO of Cavium. "However, we continued to experience high levels of design win activity across multiple product families and are confident that we are well positioned for the future."
Recent News Highlights
Cavium, Inc. will broadcast its third quarter 2011 financial results conference call today, October 31, 2011, 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 is a leading provider of highly integrated semiconductor products that enable intelligent processing for networking, communications and the digital home. Cavium offers a broad portfolio of integrated, software-compatible processors ranging in performance from 10 Mbps to 40 Gbps that enable secure, intelligent functionality in enterprise, data-center, broadband/consumer and access and service provider equipment. Cavium processors are supported by ecosystem partners that provide operating systems, tool support, reference designs and other services. Cavium recently moved its principal office in San Jose, CA with design team locations in California, Massachusetts, India and Taiwan. For more information, please visit: http://www.cavium.com.
Note on Forward-Looking Statements
This press release may contain forward-looking statements regarding future events that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. These forward-looking statements involve risks and uncertainties, as well as assumptions and current expectations. Our actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks, uncertainties and assumptions. The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include but are not limited to the rate of new design wins, the rate at which existing design wins go into production, the timing of purchases by Cavium's customers, acceptance by customers of Cavium's new product introductions, whether or not the company can continue to expand gross margins and operating margins, pricing pressures, general economic conditions, manufacturing difficulties, and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission. More information about these and other risks that may impact Cavium's business are set forth in the "Risk Factors" section of our Form 10Q filed with the Securities and Exchange Commission on August 5, 2011. All forward-looking statements in this press release are based on information available to us as of the date hereof and qualified in their entirety by this cautionary statement, and we assume no obligation to revise or update these forward-looking statements.
CAVIUM, INC. Unaudited GAAP Condensed Consolidated Statements of Operations (in thousands, except per share amounts) Three Months Ended ------------------------------ September 30, 2011 June 30, 2011 -------------- -------------- Net revenue $ 67,729 $ 71,615 Cost of revenue 27,172 28,698 -------------- -------------- Gross profit 40,557 42,917 -------------- -------------- Operating expenses: Research and development 23,571 23,660 Sales, general and administrative 11,599 17,554 -------------- -------------- Total operating expenses 35,170 41,214 -------------- -------------- Income from operations 5,387 1,703 -------------- -------------- Other income (expense), net: Interest expense (55) (63) Other, net (53) 49 -------------- -------------- Total other expense, net (108) (14) -------------- -------------- Income before income taxes 5,279 1,689 Benefit from income taxes (752) (233) -------------- -------------- Net income $ 6,031 $ 1,922 ============== ============== Net income per common share, basic $ 0.12 $ 0.04 Shares used in computing basic net income per common share 48,739 48,381 Net income per common share, diluted $ 0.12 $ 0.04 Shares used in computing diluted net income per common share 50,751 51,104 CAVIUM, INC. Unaudited Reconciliation of Non-GAAP Adjustments (in thousands) Reconciliation of GAAP research and development expenses to non-GAAP: GAAP research and development expenses $ 23,571 $ 23,660 Stock-based compensation and related payroll taxes (3,787) (3,992) Acquisition-related expenses (631) (586) Acquisition-related compensation expenses - (1,324) -------------- -------------- Non-GAAP research and development expenses $ 19,153 $ 17,758 ============== ============== Reconciliation of GAAP sales, general and administrative expenses to non-GAAP GAAP sales, general and administrative expenses $ 11,599 $ 17,554 Stock-based compensation and related payroll taxes (4,084) (4,425) Amortization of acquired intangibles (347) (347) Acquisition-related expenses (114) (632) Acquisition-related compensation expenses (500) (1,087) Change in earn-out liability 4,564 - -------------- -------------- Non-GAAP sales, general and administrative expenses $ 11,118 $ 11,063 ============== ==============
CAVIUM, INC. Unaudited Reconciliation of Non-GAAP Adjustments (In thousands, except per share data and percentages) Three Months Ended ------------------------------ Reconciliation of GAAP gross profit & margin September 30, to non-GAAP: 2011 June 30, 2011 -------------- -------------- Net revenue $ 67,729 $ 71,615 GAAP gross profit 40,557 42,917 GAAP gross margin 59.9% 59.9% Acquisition-related expenses: Cost of revenue 619 1,268 Amortization of acquired intangibles: Cost of revenue 2,309 2,309 Stock-based compensation and related payroll taxes: Cost of revenue 511 480 -------------- -------------- Non-GAAP gross profit $ 43,996 $ 46,974 ============== ============== Non-GAAP gross margin 65.0% 65.6% ============== ============== Three Months Ended ------------------------------ Reconciliation of GAAP income from September 30, operations to non-GAAP: 2011 June 30, 2011 -------------- -------------- GAAP income from operations $ 5,387 $ 1,703 Amortization of acquired intangibles 2,656 2,656 Stock-based compensation and related payroll taxes 8,382 8,897 Acquisition-related expenses 1,364 2,486 Acquisition-related compensation expenses 500 2,411 Change in earn-out liability (4,564) - -------------- -------------- Non-GAAP income from operations $ 13,725 $ 18,153 ============== ============== Non-GAAP income from operations as a percentage of revenue 20.3% 25.3% ============== ============== Three Months Ended ------------------------------ Reconciliation of GAAP net income to non- September 30, GAAP: 2011 June 30, 2011 -------------- -------------- GAAP net income $ 6,031 $ 1,922 Non-GAAP adjustments: Stock-based compensation and related payroll taxes: Cost of revenue 511 480 Research and development 3,787 3,992 Sales, general and administrative 4,084 4,425 Amortization of acquired intangibles: Cost of revenue 2,309 2,309 Sales, general and administrative 347 347 Acquisition-related expenses 1,364 2,486 Acquisition-related compensation expenses 500 2,411 Change in earn-out liability (4,564) - -------------- -------------- Total of non-GAAP adjustments 8,338 16,450 -------------- -------------- Non-GAAP net income $ 14,369 $ 18,372 ============== ============== GAAP net income per share, diluted $ 0.12 $ 0.04 ============== ============== Non-GAAP adjustments detailed above 0.15 0.30 Non-GAAP net income per share, diluted $ 0.27 $ 0.34 ============== ============== GAAP weighted average shares, diluted 50,751 51,104 Non-GAAP share adjustment 1,951 2,710 -------------- -------------- Non-GAAP weighted average shares, diluted 52,702 53,814
CAVIUM, INC. Unaudited GAAP Condensed Consolidated Balance Sheets (in thousands) As of As of -------------- -------------- September 30, 2011 June 30, 2011 -------------- -------------- Assets Current assets: Cash and cash equivalents $ 74,582 $ 69,233 Accounts receivable, net 47,496 46,188 Inventories 33,353 28,245 Prepaid expenses and other current assets 3,205 3,762 Deferred income taxes 9,025 9,039 -------------- -------------- Total current assets 167,661 156,467 Property and equipment, net 17,997 15,091 Intangible assets, net 58,496 58,148 Goodwill 101,402 101,402 Deferred income taxes 27,243 27,173 Other non-current assets 1,537 1,566 -------------- -------------- Total assets $ 374,336 $ 359,847 ============== ============== Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 24,738 $ 16,693 Accrued expenses and other current liabilities 9,719 14,023 Deferred revenue 14,322 14,927 Capital lease and technology license obligations, current 6,396 9,328 -------------- -------------- Total current liabilities 55,175 54,971 Capital lease and technology license obligations, net of current 917 796 Deferred tax liability 5,917 5,917 Other non-current liabilities 1,778 2,596 -------------- -------------- Total liabilities 63,787 64,280 -------------- -------------- Stockholders' equity Common stock 49 49 Additional paid-in capital 342,548 333,597 Accumulated deficit (32,048) (38,079) -------------- -------------- Total stockholders' equity 310,549 295,567 -------------- -------------- Total liabilities and stockholders' equity $ 374,336 $ 359,847 ============== ==============
Cavium Contact: Art Chadwick Vice President of Finance and Administration and Chief Financial Officer Tel: (408) 943-7104 Email: art.chadwick@cavium.com Angel Atondo Sr. Marketing Communications Manager Tel: (408) 943-7417 Email: angel.atondo@cavium.com