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 28, 2015
__________________
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 28, 2015, Cavium, Inc. (the "Company") issued a press release announcing its financial results for the third quarter of 2015. 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 28, 2015
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 28, 2015 |
|
CAVIUM, INC. |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ARTHUR D. CHADWICK |
|
|
|
|
|
Arthur D. Chadwick |
|
|
|
|
|
Vice President of Finance and Administration and Chief Financial Officer |
|
|
Exhibit No. |
|
Description |
|
99.1 |
|
Press Release of Cavium, Inc. dated October 28, 2015 |
Exhibit 99.1
Cavium
Announces Financial Results for Q3 2015
SAN JOSE, Calif., October 28, 2015 – Cavium, Inc. (NASDAQ: CAVM), a leading provider of semiconductor products that enable secure and intelligent processing for enterprise, data center, wired and wireless networking, today announced financial results for the third quarter ended September 30, 2015.
Net revenue in the third quarter of 2015 was $105.1 million, a 0.1% sequential increase from the $105.0 million reported in the second quarter of 2015 and a 7.4% year-over-year increase from the $97.8 million reported in the third quarter of 2014.
Generally Accepted Accounting Principles (GAAP) Results
Net income in the third quarter of 2015 was $4.2 million, or $0.07 per diluted share, compared to net loss of $6.4 million, or $(0.11) per diluted share in the second quarter of 2015. Gross margins were 65.5% in the third quarter of 2015 compared to 64.1% in the second quarter of 2015. Total cash and cash equivalents were $131.0 million at September 30, 2015.
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 Cavium’s financial condition and results of operations. These measures should only be used to evaluate Cavium’s results of operations in conjunction with the corresponding GAAP measures. The reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this release.
In the third quarter of 2015, Non-GAAP net income was $22.5 million, or $0.38 per diluted share. Non-GAAP gross margin was 65.9% and Non-GAAP operating margin (non-GAAP income from operations as a percentage of revenue) was 21.8%.
Recent News Highlights
|
|
· |
October 26, 2015 - Cavium to Demonstrate Solutions for Cloud Infrastructure and Scale-Out Applications at OpenStack Summit Tokyo |
|
|
· |
October 10, 2015 - Accton Technology Contributes Design of 100 Gigabit Ethernet Switch to Open Compute Project – the First OCP Design Based on Cavium XPliant Switch ASIC |
|
|
· |
September 24, 2015 - Cavium Demonstrated Cloud Workload Instances at OVH Summit 2015 |
|
|
· |
September 9, 2015 - Cavium and Quantenna to Delivers Industry-Leading 10G Wave 3 Wi-Fi Solutions for Campus and Home WLAN Networks |
|
|
· |
August 19, 2015 - Cavium XPliant Switches and Microsoft Azure Networking Achieved SAI Routing Interoperability |
Cavium, Inc. will broadcast its third quarter of 2015 financial results conference call today, October 28, 2015, 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.
Cavium is a leading provider of highly integrated semiconductor products that enable intelligent processing in enterprise, data center, cloud and wired and wireless service provider applications. Cavium offers a broad portfolio of integrated, software-compatible processors ranging in performance from 100 Mbps to 100 Gbps that enable secure, intelligent functionality in enterprise, data-center, broadband/consumer and access and service provider equipment. Cavium’s 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, 2015 |
|
|
June 30, 2015 |
|
||
|
Net revenue |
$ |
105,063 |
|
|
$ |
104,961 |
|
|
Cost of revenue |
|
36,203 |
|
|
|
37,673 |
|
|
Gross profit |
|
68,860 |
|
|
|
67,288 |
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
Research and development |
|
45,367 |
|
|
|
52,225 |
|
|
Sales, general and administrative |
|
18,522 |
|
|
|
20,336 |
|
|
Total operating expenses |
|
63,889 |
|
|
|
72,561 |
|
|
Income (loss) from operations |
|
4,971 |
|
|
|
(5,273 |
) |
|
Other expense, net: |
|
|
|
|
|
|
|
|
Interest expense |
|
(216 |
) |
|
|
(388 |
) |
|
Other, net |
|
(173 |
) |
|
|
(33 |
) |
|
Total other expense, net |
|
(389 |
) |
|
|
(421 |
) |
|
Income (loss) before income taxes |
|
4,582 |
|
|
|
(5,694 |
) |
|
Provision for income taxes |
|
366 |
|
|
|
661 |
|
|
Net income (loss) |
$ |
4,216 |
|
|
$ |
(6,355 |
) |
|
Net income (loss) per common share, basic |
$ |
0.08 |
|
|
$ |
(0.11 |
) |
|
Shares used in computing basic net income (loss) per common share |
|
55,819 |
|
|
|
55,507 |
|
|
Net income (loss) per common share, diluted |
$ |
0.07 |
|
|
$ |
(0.11 |
) |
|
Shares used in computing diluted net income (loss) per common share |
|
57,457 |
|
|
|
55,507 |
|
Unaudited Reconciliation of Non-GAAP Adjustments
(in thousands)
|
|
Three Months Ended |
|
|||||
|
|
September 30, 2015 |
|
|
June 30, 2015 |
|
||
|
Reconciliation of GAAP operating expenses to non-GAAP: |
|
|
|
|
|
|
|
|
GAAP research and development expenses |
$ |
45,367 |
|
|
$ |
52,225 |
|
|
Stock-based compensation and related payroll taxes |
|
(7,766 |
) |
|
|
(7,896 |
) |
|
Amortization of acquisition related assets |
|
(3,471 |
) |
|
|
(2,932 |
) |
|
Net restructuring related expenses |
|
(140 |
) |
|
|
- |
|
|
Xpliant transition related expenses |
|
(971 |
) |
|
|
- |
|
|
Research and development expenses associated with Xpliant |
|
- |
|
|
|
(8,845 |
) |
|
Non-GAAP research and development expenses |
$ |
33,019 |
|
|
$ |
32,552 |
|
|
|
|
|
|
|
|
|
|
|
GAAP sales, general and administrative expenses |
$ |
18,522 |
|
|
$ |
20,336 |
|
|
Stock-based compensation and related payroll taxes |
|
(4,946 |
) |
|
|
(4,429 |
) |
|
Amortization of acquisition related assets |
|
(4 |
) |
|
|
(11 |
) |
|
Net restructuring related expenses |
|
(255 |
) |
|
|
- |
|
|
Sales, general and administrative expenses associated with Xpliant |
|
- |
|
|
|
(2,554 |
) |
|
Non-GAAP sales, general and administrative expenses |
$ |
13,317 |
|
|
$ |
13,342 |
|
|
Total Non-GAAP operating expenses |
$ |
46,336 |
|
|
$ |
45,894 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP non-operating expenses to non-GAAP non-operating income (expense): |
|
|
|
|
|
|
|
|
GAAP non-operating expenses |
$ |
(389 |
) |
|
$ |
(421 |
) |
|
Non-operating expenses associated with Xpliant |
|
354 |
|
|
|
1,144 |
|
|
Total Non-GAAP non-operating income (expense) |
$ |
(35 |
) |
|
$ |
723 |
|
Unaudited Reconciliation of Non-GAAP Adjustments
(in thousands, except per share data and percentages)
|
|
Three Months Ended |
|
|||||
|
|
September 30, 2015 |
|
|
June 30, 2015 |
|
||
|
Reconciliation of GAAP gross profit & margin to non-GAAP: |
|
|
|
|
|
|
|
|
Net revenue |
$ |
105,063 |
|
|
$ |
104,961 |
|
|
GAAP gross profit |
|
68,860 |
|
|
|
67,288 |
|
|
GAAP gross margin |
|
65.5 |
% |
|
|
64.1 |
% |
|
|
|
|
|
|
|
|
|
|
Stock-based compensation and related payroll taxes |
|
211 |
|
|
|
212 |
|
|
Amortization of acquisition related assets |
|
157 |
|
|
|
157 |
|
|
Discontinued mask |
|
- |
|
|
|
2,420 |
|
|
Non-GAAP gross profit |
$ |
69,228 |
|
|
$ |
70,077 |
|
|
Non-GAAP gross margin |
|
65.9 |
% |
|
|
66.8 |
% |
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP income (loss) from operations to non-GAAP income from operations: |
|
|
|
|
|
|
|
|
GAAP income (loss) from operations |
$ |
4,971 |
|
|
$ |
(5,273 |
) |
|
Stock-based compensation and related payroll taxes |
|
12,923 |
|
|
|
12,537 |
|
|
Amortization of acquisition related assets |
|
3,632 |
|
|
|
3,100 |
|
|
Discontinued mask |
|
- |
|
|
|
2,420 |
|
|
Net restructuring related expenses |
|
395 |
|
|
|
- |
|
|
Xpliant transition related expenses |
|
971 |
|
|
|
- |
|
|
Operating expenses associated with Xpliant |
|
- |
|
|
|
11,399 |
|
|
Non-GAAP income from operations |
$ |
22,892 |
|
|
$ |
24,183 |
|
|
Non-GAAP income from operations as a percentage of revenue |
|
21.8 |
% |
|
|
23.0 |
% |
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP income (loss) to non-GAAP net income: |
|
|
|
|
|
|
|
|
GAAP net income (loss) |
$ |
4,216 |
|
|
$ |
(6,355 |
) |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
|
Stock-based compensation and related payroll taxes |
|
12,923 |
|
|
|
12,537 |
|
|
Amortization of acquisition related assets |
|
3,632 |
|
|
|
3,100 |
|
|
Discontinued mask |
|
- |
|
|
|
2,420 |
|
|
Net restructuring related expenses |
|
395 |
|
|
|
- |
|
|
Xpliant transition related expenses |
|
971 |
|
|
|
- |
|
|
Operating expenses associated with Xpliant |
|
- |
|
|
|
11,399 |
|
|
Non-operating expenses associated with Xpliant |
|
354 |
|
|
|
1,144 |
|
|
Total of non-GAAP adjustments |
|
18,275 |
|
|
|
30,600 |
|
|
Non-GAAP net income |
$ |
22,491 |
|
|
$ |
24,245 |
|
|
|
|
|
|
|
|
|
|
|
GAAP net income (loss) per share, diluted |
$ |
0.07 |
|
|
$ |
(0.11 |
) |
|
Non-GAAP adjustments detailed above |
|
0.31 |
|
|
|
0.52 |
|
|
Non-GAAP net income per share, diluted |
$ |
0.38 |
|
|
$ |
0.41 |
|
|
|
|
|
|
|
|
|
|
|
GAAP weighted average shares, diluted |
|
57,457 |
|
|
|
55,507 |
|
|
Non-GAAP share adjustment |
|
2,201 |
|
|
|
4,114 |
|
|
Non-GAAP weighted average shares, diluted |
|
59,658 |
|
|
|
59,621 |
|
CAVIUM, INC.
Unaudited GAAP Condensed Consolidated Balance Sheets
(in thousands)
|
|
As of September 30, 2015 |
|
|
As of June 30, 2015 |
|
||
|
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
130,985 |
|
|
$ |
121,984 |
|
|
Accounts receivable, net |
|
61,696 |
|
|
|
67,165 |
|
|
Inventories |
|
47,645 |
|
|
|
50,403 |
|
|
Prepaid expenses and other current assets |
|
9,512 |
|
|
|
9,312 |
|
|
Total current assets |
|
249,838 |
|
|
|
248,864 |
|
|
Property and equipment, net |
|
64,414 |
|
|
|
60,235 |
|
|
Intangible assets, net |
|
36,954 |
|
|
|
37,023 |
|
|
Goodwill |
|
71,478 |
|
|
|
71,478 |
|
|
Other assets |
|
2,019 |
|
|
|
1,952 |
|
|
Total assets |
$ |
424,703 |
|
|
$ |
419,552 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
$ |
25,338 |
|
|
$ |
32,702 |
|
|
Other accrued expenses and other current liabilities |
|
12,095 |
|
|
|
14,950 |
|
|
Deferred revenue |
|
6,519 |
|
|
|
7,273 |
|
|
Capital lease and technology license obligations |
|
17,004 |
|
|
|
18,383 |
|
|
Total current liabilities |
|
60,956 |
|
|
|
73,308 |
|
|
Capital lease and technology license obligations, net of current |
|
16,092 |
|
|
|
15,981 |
|
|
Deferred tax liability |
|
3,320 |
|
|
|
3,159 |
|
|
Other non-current liabilities |
|
2,849 |
|
|
|
2,970 |
|
|
Total liabilities |
|
83,217 |
|
|
|
95,418 |
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity |
|
|
|
|
|
|
|
|
Common stock |
|
56 |
|
|
|
56 |
|
|
Additional paid-in capital |
|
529,812 |
|
|
|
516,676 |
|
|
Accumulated deficit |
|
(188,382 |
) |
|
|
(192,598 |
) |
|
Total stockholders' equity |
|
341,486 |
|
|
|
324,134 |
|
|
Total liabilities and stockholders' equity |
$ |
424,703 |
|
|
$ |
419,552 |
|
Cavium Contact:
|
Art Chadwick |
|
Angel Atondo |
|
Vice President of Finance and Administration and Chief Financial Officer |
|
Senior Marketing Communications Manager |
|
Tel: (408) 943-7104 |
|
Tel: (408) 943-7417 |
|
Email: art.chadwick@cavium.com |
|
Email: angel.atondo@cavium.com |