0001144204-12-058267.txt : 20121029 0001144204-12-058267.hdr.sgml : 20121029 20121029160339 ACCESSION NUMBER: 0001144204-12-058267 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121029 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121029 DATE AS OF CHANGE: 20121029 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: 121167000 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 v326878_8k.htm FORM 8-K

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

__________________

 

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                              
       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 October 29, 2012

  

 

EX-99.1 2 v326878_ex99-1.htm EXHIBIT 99.1

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

  • October 15, 2012 - Cavium to Showcase LTE Small Cell, Wireless HD Video and OTT Applications at Broadband World Forum
  • September 24, 2012 - Cavium's PureVu® Powers NETGEAR's Latest Push2TV® Miracast Compatible Wireless Display Adapter
  • September 12, 2012 - Frost & Sullivan Recognizes Cavium for Superior Growth Strategy and Implementation in the Small and Medium Semiconductors Market
  • August 1, 2012 - Cavium Unveils Project Thunder to Reshape the Next Generation Cloud and Datacenter
  • August 1, 2012 - ARM and Cavium Extend Relationship With ARMv8 Architecture License
  • August 1, 2012 - KT Selects Cavium's OCTEON Fusion™ for Commercial Deployment of LTE Small Cell
  • August 1, 2012 - Cavium's OCTEON Fusion™ to Power SK Telecom's Mass Deployment of Small Cell LTE Infrastructure

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