0001144204-12-042316.txt : 20120801 0001144204-12-042316.hdr.sgml : 20120801 20120801160415 ACCESSION NUMBER: 0001144204-12-042316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120801 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120801 DATE AS OF CHANGE: 20120801 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAVIUM, INC. CENTRAL INDEX KEY: 0001175609 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770558625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33435 FILM NUMBER: 121000138 BUSINESS ADDRESS: STREET 1: 2315 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 650-623-7000 MAIL ADDRESS: STREET 1: 2315 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: CAVIUM NETWORKS, INC. DATE OF NAME CHANGE: 20070309 FORMER COMPANY: FORMER CONFORMED NAME: CAVIUM NETWORKS DATE OF NAME CHANGE: 20020614 8-K 1 v320063_8k.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 1, 2012

 

 

CAVIUM, INC.

(Exact name of registrant as specified in its charter)

  

 

 

Delaware

(State or other jurisdiction

of incorporation)

 

 

001-33435   77-0558625

(Commission

File No.)

 

 

(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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

Item 2.02. Results of Operations and Financial Condition

On August 1, 2012, Cavium, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of 2012. 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 August 1, 2012

 

 
 

 

SIGNATURE

 

      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: August 1, 2012  CAVIUM, INC.
   
  By:  /s/ Arthur D. Chadwick
    Arthur D. Chadwick
Vice President of Finance and Administration and Chief Financial Officer
 
 

 

Exhibit Index

 

Exhibit No.   Description
     
99.1   Press Release of Cavium, Inc. dated August 1, 2012

 

 

 
 

EX-99.1 2 v320063_ex99-1.htm EXHIBIT 99.1

Cavium Announces Financial Results for Q2 2012

SAN JOSE, Calif., Aug. 1, 2012 /PRNewswire/ -- 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 second quarter of 2012 ended June 30, 2012.

(Logo: http://photos.prnewswire.com/prnh/20120604/LA18845LOGO)

Revenue in the second quarter of 2012 was $55.3 million, a 4.8% sequential increase from the $52.7 million reported in the first quarter of 2012.

Generally Accepted Accounting Principles (GAAP) Results

Net loss for the second quarter of 2012, on a GAAP basis, was $11.8 million, or $(0.24) per diluted share, compared to $13.8 million, or $(0.28) per diluted share in the first quarter of 2012. Gross margins were 55.2% in the second quarter of 2012 compared to 46.9% in the first quarter of 2012. Total cash and cash equivalents were $61.4 million at June 30, 2012.

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 second quarter of 2012 exclude expenses totaling $15.3 million related to: stock-based compensation and related payroll taxes; amortization of acquired intangible assets; and acquisition and restructuring related expenses. 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 second quarter of 2012 was $3.5 million or $0.07 per diluted share, compared with non-GAAP net income of $0.9 million or $0.02 per diluted share in the first quarter of 2012. Gross margins, on a non-GAAP basis, were 60.6% and operating margins (non-GAAP income from operations as a percentage of revenue), on a non-GAAP basis, were 2.2% in the second quarter of 2012.

Recent News Highlights

  • June 26, 2012 - Sensory Networks and Cavium Break the 100Gbps Security Inspection Performance Barrier for Anti-virus, Intrusion Prevention, Web Security and Zero Day Attack Detection on a Single Cavium OCTEON® II 32 Core Processor
  • June 5, 2012 - Cavium to Demonstrate Market-Leading Solutions for LTE Mobile, Digital Home and Enterprise at Computex 2012
  • June 5, 2012 - Cavium Teams with Qualcomm to Enhance Wireless Display Experiences for Mobile Devices
  • June 5, 2012 - Cavium Adds Support for Wi-Fi CERTIFIED Miracast™ to its Wireless Display Products
  • June 5, 2012 - Taiwan's Institute for Information Industry (III) Selects Cavium OCTEON Fusion™ as Platform SoC for delivering Out-of-the-Box 4G Small Cell solutions for Taiwan OEMs and ODMs
  • May 30, 2012 - 6WIND Achieves Additional Deployments in LTE Networks Supported by Strong Partner Ecosystem
  • May 8, 2012 - Cavium and Partners to Demonstrate Breakthrough Processor Solutions for the Secure Cloud and Enterprise at INTEROP 2012
  • May 1, 2012 - Cavium Announces Shipment of OCTEON Fusion™ - Industry's Most Powerful "Base Station-on-a-chip" Family

Cavium, Inc. will broadcast its second quarter 2012 financial results conference call today, August 1, 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 100 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 


June 30, 2012

March 31, 2012




Net revenue

$       55,287

$          52,743

Cost of revenue 

24,749

28,008

Gross profit 

30,538

24,735

Operating expenses:



     Research and development 

26,123

27,058

     Sales, general and administrative 

18,489

12,484

        Total operating expenses 

44,612

39,542

Loss from operations 

(14,074)

(14,807)

Other expense, net:



    Interest expense

(22)

(32)

    Other, net

(14)

(94)

Total other expense, net

(36)

(126)

     Loss before income taxes

(14,110)

(14,933)

     Benefit from income taxes

(2,271)

(1,104)

Net loss

$     (11,839)

$         (13,829)

Net loss  per common share, basic

$         (0.24)

$             (0.28)

Shares used in computing basic net loss per common share

49,664

49,323

Net loss  per common share, diluted

$         (0.24)

$             (0.28)

Shares used in computing diluted net loss per common share

49,664

49,323




CAVIUM, INC.

Unaudited Reconciliation of Non-GAAP Adjustments

(in thousands)


Three Months Ended 

Reconciliation of GAAP research and development expenses to 

June 30, 2012

March 31, 2012

     non-GAAP:



    GAAP research and development expenses

$       26,123

$          27,058

          Stock-based compensation and related payroll taxes

(4,657)

(4,374)

          Acquisition and restructuring related expenses 

(299)

(685)

          Acquisition and restructuring related compensation expenses

(573)

(1,140)

     Non-GAAP research and development expenses

$       20,594

$          20,859

Reconciliation of GAAP sales, general and administrative expenses to 



     non-GAAP 



    GAAP sales, general and administrative expenses

$       18,489

$          12,484

          Stock-based compensation and related payroll taxes

(5,879)

(4,658)

          Amortization of acquired intangible assets

(292)

(292)

          Acquisition and restructuring related expenses

(69)

(48)

          Acquisition and restructuring related compensation expenses

(597)

(115)

          Proceeds received from settlement of an escrow claim

-

4,414

     Non-GAAP sales, general and administrative expenses

$       11,652

$          11,785





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 to non-GAAP:

June 30, 2012

March 31, 2012

Net revenue

$         55,287

$            52,743

GAAP gross profit

30,538

24,735

GAAP gross margin

55.2%

46.9%

          Acquisition and restructuring related expenses:



                Cost of revenue

178

5,111

          Amortization of acquired intangible assets:



                Cost of revenue

2,180

2,197

          Stock-based compensation and related payroll taxes:



                Cost of revenue

584

543

Non-GAAP gross profit

$         33,480

$            32,586

Non-GAAP gross margin

60.6%

61.8%





Three Months Ended 

Reconciliation of GAAP loss from operations to non-GAAP income (loss) from operations:

June 30, 2012

March 31, 2012

GAAP loss from operations

$       (14,074)

$          (14,807)

          Amortization of acquired intangible assets

2,472

2,489

          Stock-based compensation and related payroll taxes

11,120

9,575

          Acquisition and restructuring related expenses

546

5,844

          Acquisition and restructuring related compensation expenses

1,170

1,255

          Proceeds received from settlement of an escrow claim

-

(4,414)

Non-GAAP income (loss)  from operations

$           1,234

$                 (58)

Non-GAAP income (loss) from operations as a percentage of revenue

2.2%

-0.1%





Three Months Ended 

Reconciliation of GAAP net loss to non-GAAP net income:

June 30, 2012

March 31, 2012

GAAP net loss 

$       (11,839)

$          (13,829)

Non-GAAP adjustments:



      Stock-based compensation and related payroll taxes:



          Cost of revenue

584

543

          Research and development 

4,657

4,374

          Sales, general and administrative 

5,879

4,658

      Amortization of acquired intangible assets:



          Cost of revenue

2,180

2,197

          Sales, general and administrative 

292

292

      Acquisition and restructuring related expenses 

546

5,844

      Acquisition and restructuring related compensation expenses

1,170

1,255

      Write-down of intangible assets

-

-

      Proceeds received from settlement of an escrow claim

-

(4,414)

     Total of non-GAAP adjustments

15,308

14,749

Non-GAAP net income 

$           3,469

$                920




GAAP net loss per share, diluted

$            (0.24)

$              (0.28)

   Non-GAAP adjustments detailed above

0.31

0.30

Non-GAAP net income per share, diluted

$             0.07

$               0.02




GAAP weighted average shares, diluted

49,664

49,323

   Non-GAAP share adjustment

2,782

3,620

Non-GAAP weighted average shares, diluted

52,446

52,943





CAVIUM, INC.

Unaudited GAAP Condensed Consolidated Balance Sheets

(in thousands)









As of

As of




June 30, 2012

March 31, 2012

Assets




Current assets:




Cash and cash equivalents

$       61,352

$          65,086


Accounts receivable, net 

37,804

37,948


Inventories

42,096

40,438


Prepaid expenses and other current assets

4,211

3,839


Deferred income taxes

5,604

5,605



Total current assets

151,067

152,916

Property and equipment, net

19,583

17,263

Intangible assets, net

76,249

52,485

Goodwill


101,402

101,402

Deferred income taxes

38,382

35,976

Other non-current assets

1,388

1,436



Total assets

$     388,071

$        361,478






Liabilities and Stockholders' Equity 



Current liabilities:




Accounts payable

$       18,702

$          19,895


Accrued expenses and other current liabilities

7,321

8,489


Deferred revenue

15,630

13,144


Capital lease and technology license obligations, current 

11,159

3,263



Total current liabilities

52,812

44,791

Capital lease and technology license obligations, net of current 

18,656

560

Deferred tax liability

5,946

5,946

Other non-current liabilities

2,664

2,795



Total liabilities

80,078

54,092






Stockholders' equity 




Common stock

50

49


Additional paid-in capital

375,071

362,626


Accumulated deficit

(67,128)

(55,289)



Total stockholders' equity 

307,993

307,386



Total liabilities and stockholders' equity 

$     388,071

$        361,478








CONTACT: Art Chadwick, Vice President of Finance and Administration and Chief Financial Officer, +1-408-943-7104, art.chadwick@cavium.com, or Angel Atondo, Senior Marketing Communications Manager, +1-408-943-7417, angel.atondo@cavium.com