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):  April 27, 2015

Mellanox Technologies, Ltd.

(Exact name of Registrant as Specified in its Charter)

Israel	001-33299	98-0233400
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Beit Mellanox

Yokneam, Israel 20692

(Address of Principal Executive Offices)

+972-74-723-7200

(Registrant’s telephone number, including area code)

Not Applicable

(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.

The information in this current report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933 if such subsequent filing specifically references this Form 8-K. This 8-K should be read in conjunction with the unaudited consolidated financial statements and notes thereto contained in the Company’s Form 10-Q for the first quarter ended March 31, 2015, filed with the SEC on May 1, 2015.

On April 27, 2015, a private company in which Mellanox Technologies, Ltd. (the “Company”) made an equity investment informed the Company of its intent to discontinue operations. The investment is accounted for at cost in the Company’s financial statements. As a result, the Company recognized an impairment loss of $3.2 million from this investment, resulting in a decrease to its previously reported first quarter 2015 GAAP net income and earnings per share reported in the Company’s April 21, 2015 press release, which was furnished to the SEC on form 8-K on April 21, 2015.  The Non-GAAP net income and earnings per share for the first quarter of 2015 were unchanged.

A copy of the First Quarter 2015 Reconciliation of Non-GAAP Adjustments is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.             Financial Statements and Exhibits.

(d)       Exhibits.

99.1 Mellanox Technologies, Ltd. First Quarter 2015 Reconciliation of Non-GAAP Adjustments.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: May 1, 2015	MELLANOX TECHNOLOGIES, LTD.
	By:	/s/ Jacob Shulman
	Name:	Jacob Shulman
	Title:	Chief Financial Officer

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Exhibit Index

Exhibit 99.1 Mellanox Technologies, Ltd. First Quarter 2015 Reconciliation of Non-GAAP Adjustments.

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EX-99.1

Exhibit 99.1

SUNNYVALE, Calif. and YOKNEAM, ISRAEL — May 1, 2015 — Mellanox® Technologies, Ltd. (NASDAQ: MLNX)

On April 27, 2015, a private company in which Mellanox Technologies, Ltd. (the “Company”) made an equity investment informed the Company of its intent to discontinue operations. The investment is accounted for at cost in the Company’s financial statements. As a result of this new information, the Company recognized an impairment loss of $3.2 million from the investment, resulting in a decrease to its previously reported first quarter 2015 GAAP net income and earnings per share reported in the Company’s April 21, 2015 press release, which was furnished to the SEC on form 8-K on April 21, 2015.  The non-GAAP net income and earnings per share for the first quarter of 2015 were unchanged.

GAAP to Non-GAAP Reconciliation

To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), Mellanox uses non-GAAP measures of net income which are adjusted from results based on GAAP to exclude share-based compensation expense, amortization expense of acquired intangible assets, acquisition related expense, settlement costs, changes related to recognition of deferred tax valuation allowance and impairment loss on equity investments in private companies. The company believes the non-GAAP results provide useful information to both management and investors as these non-GAAP results exclude expenses that are not indicative of our core operating results. Management believes it is useful to exclude share-based compensation expense, amortization expense of acquired intangible assets, acquisition related expense, settlement costs, changes related to recognition of deferred tax valuation allowance and impairment loss on equity investments in private companies because it enhances investors’ ability to understand our business from the same perspective as management, which believes that such items are not directly attributable to nor reflective of the underlying performance of the company’s business operations. Further, management believes certain non-cash charges such as share-based compensation, amortization of acquired intangible assets, changes related to recognition of deferred tax valuation allowance and impairment charges do not reflect the cash operating results of the business. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. These non-GAAP measures may be different than the non-GAAP measures used by other companies. A reconciliation of GAAP to non-GAAP condensed consolidated statements of operations is presented in the financial statements portion of this release and is posted under the “Investor Relations” section on our website.

Mellanox Technologies, Ltd.

Reconciliation of Non-GAAP Adjustments

(in thousands, except percentages, unaudited)

	Three Months Ended
	March 31,
	2015			2014
Reconciliation of GAAP net income (loss) to non-GAAP net income:
GAAP net income (loss)	$	10,496		$	(10,980	)
Adjustments:
Share-based compensation expense:
Cost of revenues	547			522
Research and development	6,768			6,678
Sales and marketing	2,394			2,433
General and administrative	2,009			2,005
Total share-based compensation expense	11,718			11,638
Amortization of acquired intangibles:
Cost of revenues	1,474			2,271
Research and development	195			195
Sales and marketing	584			1,039
Total amortization of acquired intangibles	2,253			3,505
Acquisition related charges:
Cost of revenues	—			84
Research and development	763			398
Sales and marketing	225			238
Total acquisition related charges	988			720
Impairment loss on equity investment in a private company	3,189			—
Non-GAAP net income	$	28,644		$	4,883
Reconciliation of GAAP gross profit to non-GAAP:
Revenues	$	146,675		$	99,002
GAAP gross profit	105,588			65,271
GAAP gross margin	72.0		%	65.9		%
Share-based compensation expense	547			522
Amortization expense of acquired intangibles	1,474			2,271
Acquisition related charges	—			84
Non-GAAP gross profit	$	107,609		$	68,148
Non-GAAP gross margin	73.4		%	68.8		%
Reconciliation of GAAP operating expenses to non-GAAP:
GAAP operating expenses	$	90,377		$	75,831
Share-based compensation expense	(11,171		)	(11,116		)
Amortization expense of acquired intangibles	(779		)	(1,234		)
Acquisition related charges	(988		)	(636		)
Non-GAAP operating expenses	$	77,439		$	62,845
Reconciliation of GAAP income (loss) from operations to non-GAAP income:
GAAP income (loss) from operations	$	15,211		$	(10,560	)
Share-based compensation expense	11,718			11,638
Amortization expense of acquired intangibles	2,253			3,505
Acquisition related charges	988			720
Non-GAAP income from operations	$	30,170		$	5,303

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Mellanox Technologies, Ltd.

Reconciliation of Non-GAAP Adjustments

(in thousands, except per share data, unaudited)

	Three Months Ended
	March 31,
	2015			2014
Shares used in computing GAAP diluted earnings per share	47,034			44,276
Adjustments:
Effect of dilutive securities under GAAP*	(1,343		)	—
Total options vested and exercisable	1,797			1,910
Shares used in computing non-GAAP diluted earnings per share	47,488			46,186
GAAP diluted net income (loss) per share	$	0.22		$	(0.25	)
Adjustments:
Share-based compensation expense	0.25			0.26
Amortization expense of acquired intangibles	0.04			0.08
Acquisition related charges	0.02			0.02
Impairment loss on equity investment in a private company	0.07			—
Effect of dilutive securities under GAAP*	0.02			—
Total options vested and exercisable	(0.02		)	—
Non-GAAP diluted net income per share	$	0.60		$	0.11

* This adjustment adds back the GAAP effect of additional ordinary shares that would have been outstanding if the dilutive potential ordinary shares from stock options had been issued under the Treasury method.

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