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: February 02, 2012
(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)
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Item 2.02. Results of Operations and Financial Condition On February 2, 2012, Cavium, Inc. (the "Company") issued a press release announcing its financial results for the fourth 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: February 02, 2012 |
CAVIUM, INC.
By: /s/ Arthur D. Chadwick |
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| Exhibit No. | Description |
| 99.1 | Press Release of Cavium, Inc. dated February 02, 2012 |
SAN JOSE, CA -- (Marketwire - February 02, 2012) - 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 fourth quarter of 2011 ended December 31, 2011.
Revenue in the fourth quarter of 2011 was $56.3 million, a 16.9% sequential decrease from the $67.7 million reported for the third quarter of 2011.
Generally Accepted Accounting Principles (GAAP) Results
Net loss for the fourth quarter of 2011, on a GAAP basis, was $9.4 million, or $(0.19) per diluted share, compared to net income of $6.0 million, or $0.12 per diluted share in the third quarter of 2011. Gross margins were 58.1% in the fourth quarter of 2011 compared to 59.9% in the third quarter of 2011. Total cash and cash equivalents were $63.2 million at December 31, 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 the fourth quarter of 2011 exclude expenses totaling $18.2 million related to stock-based compensation and related payroll expense, amortization of acquired intangible assets, acquisition related expenses and write-down of intangible assets. 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 fourth quarter of 2011 was $8.7 million or $0.17 per diluted share, compared with non-GAAP income of $14.4 million, or $0.27 per diluted share in the third quarter of 2011. Gross margins, on a non-GAAP basis, were 63.5% and operating margins (non-GAAP income from operations as a percentage of revenue), on a non-GAAP basis, were 10.5% in the fourth quarter of 2011.
Recent News Highlights
Cavium, Inc. will broadcast its fourth quarter 2011 financial results conference call today, February 2, 2012, 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's principal office is in San Jose, CA with design team locations in California, Massachusetts, India and Taiwan. For more information, please visit: http://www.cavium.com.
CAVIUM, INC.
Unaudited GAAP Condensed Consolidated Statements of Operations
(in thousands, except per share amounts)
Three Months Ended
----------------------------------
December 31, September 30,
2011 2011
---------------- ----------------
Net revenue $ 56,291 $ 67,729
Cost of revenue 23,586 27,172
---------------- ----------------
Gross profit 32,705 40,557
---------------- ----------------
Operating expenses:
Research and development 24,244 23,571
Sales, general and administrative 20,715 11,599
---------------- ----------------
Total operating expenses 44,959 35,170
---------------- ----------------
Income (loss) from operations (12,254) 5,387
---------------- ----------------
Other income (expense), net:
Interest expense (38) (55)
Other, net (137) (53)
---------------- ----------------
Total other expense, net (175) (108)
---------------- ----------------
Income (loss) before income taxes (12,429) 5,279
Benefit from income taxes (3,017) (752)
---------------- ----------------
Net income (loss) $ (9,412) $ 6,031
================ ================
Net income (loss) per common share,
basic $ (0.19) $ 0.12
Shares used in computing basic net
income (loss) per common share 49,005 48,739
Net income (loss) per common share,
diluted $ (0.19) $ 0.12
Shares used in computing diluted net
income (loss) per common share 49,005 50,751
CAVIUM, INC.
Unaudited Reconciliation of Non-GAAP Adjustments
(in thousands)
Three Months Ended
----------------------------------
December 31, September 30,
2011 2011
---------------- ----------------
Reconciliation of GAAP research and
development expenses to non-GAAP:
GAAP research and development expenses $ 24,244 $ 23,571
Stock-based compensation and related
payroll taxes (3,842) (3,787)
Acquisition-related expenses (744) (631)
Acquisition-related compensation
expenses (1,398) -
---------------- ----------------
Non-GAAP research and development
expenses $ 18,260 $ 19,153
================ ================
Reconciliation of GAAP sales, general
and administrative expenses to non-GAAP
GAAP sales, general and administrative
expenses $ 20,715 $ 11,599
Stock-based compensation and related
payroll taxes (4,562) (4,084)
Amortization of acquired intangibles (347) (347)
Acquisition-related
expenses/adjustments (686) (114)
Acquisition-related compensation
expenses (66) (500)
Write-down of intangible assets (3,480) -
Change in earn-out liability - 4,564
---------------- ----------------
Non-GAAP sales, general and
administrative expenses $ 11,574 $ 11,118
================ ================
CAVIUM, INC.
Unaudited Reconciliation of Non-GAAP Adjustments
(In thousands, except per share data and percentages)
Three Months Ended
----------------------------------
December 31, September 30,
2011 2011
---------------- ----------------
Reconciliation of GAAP gross profit &
margin to non-GAAP:
Net revenue $ 56,291 $ 67,729
GAAP gross profit 32,705 40,557
GAAP gross margin 58.1% 59.9%
Acquisition-related expenses:
Cost of revenue 240 619
Amortization of acquired intangibles:
Cost of revenue 2,291 2,309
Stock-based compensation and related
payroll taxes:
Cost of revenue 502 511
---------------- ----------------
Non-GAAP gross profit $ 35,738 $ 43,996
================ ================
Non-GAAP gross margin 63.5% 65.0%
================ ================
Three Months Ended
----------------------------------
December 31, September 30,
2011 2011
---------------- ----------------
Reconciliation of GAAP income from
operations to non-GAAP:
GAAP income (loss) from operations $ (12,254) $ 5,387
Amortization of acquired intangibles 2,638 2,656
Stock-based compensation and related
payroll taxes 8,906 8,382
Acquisition-related
expenses/adjustments 1,670 1,364
Acquisition-related compensation
expenses 1,464 500
Write-down of intangible assets 3,480 -
Change in earn-out liability - (4,564)
---------------- ----------------
Non-GAAP income from operations $ 5,904 $ 13,725
================ ================
Non-GAAP income from operations as a
percentage of revenue 10.5% 20.3%
================ ================
Three Months Ended
----------------------------------
December 31, September 30,
2011 2011
---------------- ----------------
Reconciliation of GAAP net income to
non-GAAP:
GAAP net income (loss) $ (9,412) $ 6,031
Non-GAAP adjustments:
Stock-based compensation and related
payroll taxes:
Cost of revenue 502 511
Research and development 3,842 3,787
Sales, general and administrative 4,562 4,084
Amortization of acquired intangibles:
Cost of revenue 2,291 2,309
Sales, general and administrative 347 347
Acquisition-related expenses 1,670 1,364
Acquisition-related compensation
expenses 1,464 500
Write-down of intangible assets 3,480 -
Change in earn-out liability - (4,564)
---------------- ----------------
Total of non-GAAP adjustments 18,158 8,338
---------------- ----------------
Non-GAAP net income $ 8,746 $ 14,369
================ ================
GAAP net income (loss) per share,
diluted $ (0.19) $ 0.12
================ ================
Non-GAAP adjustments detailed above 0.36 0.15
Non-GAAP net income per share, diluted $ 0.17 $ 0.27
================ ================
GAAP weighted average shares, diluted 49,005 50,751
Non-GAAP share adjustment 3,622 1,951
---------------- ----------------
Non-GAAP weighted average shares,
diluted 52,627 52,702
CAVIUM, INC.
Unaudited GAAP Condensed Consolidated Balance Sheets
(in thousands)
As of As of
------------------ ------------------
December 31, 2011 September 30, 2011
------------------ ------------------
Assets
Current assets:
Cash and cash equivalents $ 63,225 $ 74,582
Accounts receivable, net 37,839 47,496
Inventories 41,719 33,353
Prepaid expenses and other current
assets 3,177 3,205
Deferred income taxes 5,604 9,025
------------------ ------------------
Total current assets 151,564 167,661
Property and equipment, net 17,027 17,997
Intangible assets, net 54,215 58,496
Goodwill 101,402 101,402
Deferred income taxes 34,490 27,243
Other non-current assets 1,559 1,537
------------------ ------------------
Total assets $ 360,257 $ 374,336
================== ==================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 13,528 $ 24,738
Accrued expenses and other current
liabilities 9,022 9,719
Deferred revenue 11,202 14,322
Capital lease and technology
license obligations, current 6,385 6,396
------------------ ------------------
Total current liabilities 40,137 55,175
Capital lease and technology license
obligations, net of current 719 917
Deferred tax liability 5,946 5,917
Other non-current liabilities 2,762 1,778
------------------ ------------------
Total liabilities 49,564 63,787
------------------ ------------------
Stockholders' equity
Common stock 49 49
Additional paid-in capital 352,104 342,548
Accumulated deficit (41,460) (32,048)
------------------ ------------------
Total stockholders' equity 310,693 310,549
------------------ ------------------
Total liabilities and
stockholders' equity $ 360,257 $ 374,336
================== ==================
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 Senior Marketing Communications Manager Tel: (408) 943-7417 Email: angel.atondo@cavium.com