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): October 29, 2012
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-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 October 29, 2012, Cavium, Inc. (the "Company") issued a press release announcing its financial results for the third
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 October 29, 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: October 29, 2012 |
CAVIUM, INC.
By: /s/ Arthur D. Chadwick
|
Exhibit Index
| |
Exhibit No. | Description |
99.1 | Press Release of Cavium, Inc. dated October 29, 2012 |
Cavium Announces Financial Results for Q3 2012
SAN JOSE, Calif., Oct. 29, 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 third quarter of 2012 ended September 30, 2012.
(Logo: http://photos.prnewswire.com/prnh/20120604/LA18845LOGO)
Revenue in the third quarter of 2012 was $61.1 million, a 10.5% sequential increase from the $55.3 million reported in the second quarter of 2012.
Generally Accepted Accounting Principles (GAAP) Results
Net loss for the third quarter of 2012, on a GAAP basis was $7.3 million, or $(0.15) per diluted share, compared to $11.8 million, or $(0.24) per diluted share in the second quarter of 2012. Gross margins were 59.4% in the third quarter of 2012 compared to 55.2% in the second quarter of 2012. Total cash and cash equivalents were $65.5 million at September 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 third quarter of 2012 exclude expenses totaling $15.1 million related to: stock-based compensation and related payroll taxes; amortization of acquired intangible assets; acquisition and restructuring related expenses; and loss on disposition of certain consumer product 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 third quarter of 2012 was $7.8 million or $0.15 per diluted share, compared with non-GAAP net income of $3.5 million or $0.07 per diluted share in the second quarter of 2012. Gross margins, on a non-GAAP basis, were 63.2% and operating margins (non-GAAP income from operations as a percentage of revenue), on a non-GAAP basis, were 9.8% in the third quarter of 2012.
Recent News Highlights
Cavium, Inc. will broadcast its third quarter 2012 financial results conference call today, October 29, 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 China. 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 | ||
September 30, 2012 | June 30, 2012 | |
Net revenue | $ 61,081 | $ 55,287 |
Cost of revenue | 24,796 | 24,749 |
Gross profit | 36,285 | 30,538 |
Operating expenses: | ||
Research and development | 26,185 | 26,123 |
Sales, general and administrative | 19,213 | 18,489 |
Total operating expenses | 45,398 | 44,612 |
Loss from operations | (9,113) | (14,074) |
Other income (expense), net: | ||
Interest expense | (11) | (22) |
Other, net | 115 | (14) |
Total other income (expense), net | 104 | (36) |
Loss before income taxes | (9,009) | (14,110) |
Benefit from income taxes | (1,719) | (2,271) |
Net loss | $ (7,290) | $ (11,839) |
Net loss per common share, basic | $ (0.15) | $ (0.24) |
Shares used in computing basic net loss per common share | 50,060 | 49,664 |
Net loss per common share, diluted | $ (0.15) | $ (0.24) |
Shares used in computing diluted net loss per common share | 50,060 | 49,664 |
CAVIUM, INC. | ||
Unaudited Reconciliation of Non-GAAP Adjustments | ||
(in thousands) | ||
Three Months Ended | ||
Reconciliation of GAAP research and development expenses to | September 30, 2012 | June 30, 2012 |
non-GAAP: | ||
GAAP research and development expenses | $ 26,185 | $ 26,123 |
Stock-based compensation and related payroll taxes | (4,420) | (4,657) |
Acquisition and restructuring related expenses | (406) | (299) |
Acquisition and restructuring related compensation expenses | (76) | (573) |
Non-GAAP research and development expenses | $ 21,283 | $ 20,594 |
Reconciliation of GAAP sales, general and administrative expenses to | ||
non-GAAP | ||
GAAP sales, general and administrative expenses | $ 19,213 | $ 18,489 |
Stock-based compensation and related payroll taxes | (4,326) | (5,879) |
Amortization of acquired intangible assets | (292) | (292) |
Acquisition and restructuring related expenses | (425) | (69) |
Acquisition and restructuring related compensation expenses | (119) | (597) |
Loss on disposition of certain consumer product assets | (2,728) | - |
Non-GAAP sales, general and administrative expenses | $ 11,323 | $ 11,652 |
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: | September 30, 2012 | June 30, 2012 |
Net revenue | $ 61,081 | $ 55,287 |
GAAP gross profit | 36,285 | 30,538 |
GAAP gross margin | 59.4% | 55.2% |
Acquisition and restructuring related expenses: | ||
Cost of revenue | (183) | 178 |
Amortization of acquired intangible assets: | ||
Cost of revenue | 2,001 | 2,180 |
Stock-based compensation and related payroll taxes: | ||
Cost of revenue | 491 | 584 |
Non-GAAP gross profit | $ 38,594 | $ 33,480 |
Non-GAAP gross margin | 63.2% | 60.6% |
Three Months Ended | ||
Reconciliation of GAAP loss from operations to non-GAAP income from operations: | September 30, 2012 | June 30, 2012 |
GAAP loss from operations | $ (9,113) | $ (14,074) |
Amortization of acquired intangible assets | 2,293 | 2,472 |
Stock-based compensation and related payroll taxes | 9,237 | 11,120 |
Acquisition and restructuring related expenses | 648 | 546 |
Acquisition and restructuring related compensation expenses | 195 | 1,170 |
Loss on disposition of certain consumer product assets | 2,728 | - |
Non-GAAP income from operations | $ 5,988 | $ 1,234 |
Non-GAAP income from operations as a percentage of revenue | 9.8% | 2.2% |
Three Months Ended | ||
Reconciliation of GAAP net loss to non-GAAP net income: | September 30, 2012 | June 30, 2012 |
GAAP net loss | $ (7,290) | $ (11,839) |
Non-GAAP adjustments: | ||
Stock-based compensation and related payroll taxes: | ||
Cost of revenue | 491 | 584 |
Research and development | 4,420 | 4,657 |
Sales, general and administrative | 4,326 | 5,879 |
Amortization of acquired intangible assets: | ||
Cost of revenue | 2,001 | 2,180 |
Sales, general and administrative | 292 | 292 |
Acquisition and restructuring related expenses | 648 | 546 |
Acquisition and restructuring related compensation expenses | 195 | 1,170 |
Loss on disposition of certain consumer product assets | 2,728 | - |
Total of non-GAAP adjustments | 15,101 | 15,308 |
Non-GAAP net income | $ 7,811 | $ 3,469 |
GAAP net loss per share, diluted | $ (0.15) | $ (0.24) |
Non-GAAP adjustments detailed above | 0.30 | 0.31 |
Non-GAAP net income per share, diluted | $ 0.15 | $ 0.07 |
GAAP weighted average shares, diluted | 50,060 | 49,664 |
Non-GAAP share adjustment | 3,076 | 2,782 |
Non-GAAP weighted average shares, diluted | 53,136 | 52,446 |
CAVIUM, INC. | ||||
Unaudited GAAP Condensed Consolidated Balance Sheets | ||||
(in thousands) | ||||
As of | As of | |||
September 30, 2012 | June 30, 2012 | |||
Assets | ||||
Current assets: | ||||
Cash and cash equivalents | $ 65,451 | $ 61,352 | ||
Accounts receivable, net | 32,964 | 37,804 | ||
Inventories | 44,089 | 42,096 | ||
Prepaid expenses and other current assets | 5,979 | 4,211 | ||
Deferred tax assets | 5,604 | 5,604 | ||
Total current assets | 154,087 | 151,067 | ||
Property and equipment, net | 20,929 | 19,583 | ||
Intangible assets, net | 71,058 | 76,249 | ||
Goodwill | 101,329 | 101,402 | ||
Deferred tax assets, net of current | 39,969 | 38,382 | ||
Other non-current assets | 1,156 | 1,388 | ||
Total assets | $ 388,528 | $ 388,071 | ||
Liabilities and Stockholders' Equity | ||||
Current liabilities: | ||||
Accounts payable | $ 15,124 | $ 18,702 | ||
Accrued expenses and other current liabilities | 6,642 | 7,321 | ||
Deferred revenue | 13,864 | 15,630 | ||
Capital lease and technology license obligations, current | 10,163 | 11,159 | ||
Total current liabilities | 45,793 | 52,812 | ||
Capital lease and technology license obligations, net of current | 20,733 | 18,656 | ||
Deferred tax liability | 5,946 | 5,946 | ||
Other non-current liabilities | 2,379 | 2,664 | ||
Total liabilities | 74,851 | 80,078 | ||
Stockholders' equity | ||||
Common stock | 50 | 50 | ||
Additional paid-in capital | 388,045 | 375,071 | ||
Accumulated deficit | (74,418) | (67,128) | ||
Total stockholders' equity | 313,677 | 307,993 | ||
Total liabilities and stockholders' equity | $ 388,528 | $ 388,071 |
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