EX-99.1 2 a201612318-kexx991.htm EXHIBIT 99.1 Exhibit

PRESS RELEASE
 
mellanoxlogohorizontala01.jpg

Mellanox Technologies, Ltd.

Press/Media Contact
Allyson Scott
McGrath/Power Public Relations and Communications
+1-408-727-0351
allysonscott@mcgrathpower.com

Investor Contact
Jeffrey Schreiner
+1-408-916-0012
jschreiner@mellanox.com

Israel PR Contact
Jonathan Wolf
Galai Communications Public Relations
+972 (0) 3-613-52-48
yoni@galaipr.com

Mellanox Reports Continued Growth and Record Revenues for Full-Year 2016
2016 Growth of 30% equaled record of $857.5 Million
Fourth Quarter InfiniBand Revenues Grew 10% Sequentially, EDR up 59% Sequentially
Strong Adoption of 25/50/100 Gigabit Ethernet Solutions, Ethernet equaled 37% of total revenues in 2016

SUNNYVALE, Calif. and YOKNEAM, ISRAEL - February 1, 2017 - Mellanox® Technologies, Ltd. (NASDAQ: MLNX) today announced financial results for its fourth quarter ended December 31, 2016.

“During the fourth quarter we saw continued sequential growth in our InfiniBand business, driven by robust customer adoption of our 100 Gigabit EDR solutions into artificial intelligence, machine learning, high-performance computing, storage, database and more. Our quarterly, and full-year 2016 results, highlight InfiniBand’s continued leadership in high-performance interconnects,” said Eyal Waldman, president and CEO of Mellanox Technologies. “Customer adoption of our 25, 50, and 100 gigabit



Ethernet solutions continued to grow in the fourth quarter. Adoption of Spectrum Ethernet switches by customers worldwide generated positive momentum exiting 2016. Our fourth quarter and full-year 2016 results demonstrate Mellanox’s diversification, and leadership in both Ethernet and InfiniBand. We anticipate growth in 2017 from all Mellanox product lines.”


Fourth Quarter and Fiscal 2016 Highlights
Revenues were $221.7 million in the fourth quarter, and $857.5 million in fiscal year 2016.
GAAP gross margins were 66.8 percent in the fourth quarter, and 64.8 percent in fiscal year 2016.
Non-GAAP gross margins were 71.9 percent in the fourth quarter, and 71.6 percent in fiscal year 2016.
GAAP operating income was $13.4 million, or 6.0 percent of revenue, in the fourth quarter, and operating income was $30.6 million, or 3.6 percent of revenue, in fiscal year 2016.
Non-GAAP operating income was $44.4 million, or 20.0 percent of revenue, in the fourth quarter, and $180.4 million, or 21.0 percent of revenue, in fiscal year 2016.
GAAP net income was $9.0 million in the fourth quarter, and $18.5 million in fiscal year 2016.
Non-GAAP net income was $41.3 million in the fourth quarter, and $169.5 million in fiscal year 2016.
GAAP net income per diluted share was $0.18 in the fourth quarter, and $0.37 in fiscal year 2016.
Non-GAAP net income per diluted share was $0.82 in the fourth quarter, and $3.43 in fiscal year 2016.
$54.0 million in cash was provided by operating activities during the fourth quarter.
$196.1 million in cash was provided by operating activities during fiscal year 2016.
Cash and investments totaled $328.4 million at December 31, 2016.

First Quarter 2017 Outlook
We currently project:
   Quarterly revenues of $200 million to $210 million
   Non-GAAP gross margins of 71 percent to 72 percent
   An increase in non-GAAP operating expenses of 3 percent to 5 percent



   Share-based compensation expense of $15.8 million to $16.3 million
   Non-GAAP diluted share count of 50.3 million to 50.8 million shares


Recent Mellanox Press Release Highlights
December 12, 2016
Mellanox 25G/100G Ethernet Solutions Enables Artificial Intelligence Speech Recognition Technology at iFLYTEK
December 6, 2016
Mellanox Announces Record Breaking Performance Enabling Stateful Packet Processing at 400Gb/s with the NPS-400 Network Processor
December 5, 2016
Mellanox's EDR 100Gb/s InfiniBand Accelerates the Largest National Institute of Health Supercomputer
November 15, 2016
Mellanox Technologies Receives Six HPCwire Readers’ and Editors’ Choice Awards at the Supercomputing Conference
November 14, 2016
Mellanox InfiniBand to Accelerate the New National Computational Infrastructure (NCI) Supercomputer
November 14, 2016
Mellanox Drives Virtual Reality To New Levels With Breakthrough Performance
November 14, 2016
InfiniBand Chosen by Nearly 4X More End-Users Versus Proprietary Offerings in 2016 as Shown on the TOP500 Supercomputers List
November 10, 2016
Mellanox Announces 200Gb/s HDR InfiniBand Solutions Enabling Record Levels of Performance and Scalability
November 2, 2016
Mellanox Launches Open Source Software Initiative for Routers, Load Balancers, and Firewalls
November 1, 2016
Mellanox Multi-Host Technology Reshapes Data Center Economics

Conference Call
Mellanox will hold its fourth quarter 2016 financial results conference call today at 2 p.m. Pacific Time (5 P.M. Eastern Time) to discuss the Company’s financial results. To listen to the call, dial +1-877-876-9176, or for investors outside the U.S., +1-785-424-1667, approximately ten minutes prior to the start time.
The Mellanox financial results conference call will be available, via live webcast, on the investor relations section of the Mellanox website at: http://ir.mellanox.com. Access the webcast 15 minutes prior to the start of the call to download and install any necessary audio software. A replay of the webcast will also be available on the Mellanox website.

About Mellanox
Mellanox Technologies (NASDAQ: MLNX) is a leading supplier of end-to-end Ethernet and InfiniBand intelligent interconnect solutions and services for servers, storage, and hyper-converged infrastructure. Mellanox’s intelligent interconnect solutions increase data center efficiency by providing the highest throughput and lowest latency, delivering data faster to applications and unlocking system performance.



Mellanox offers a choice of high performance solutions: network and multicore processors, network adapters, switches, cables, software and silicon, that accelerate application runtime and maximize business results for a wide range of markets including high performance computing, enterprise data centers, Web 2.0, cloud, storage, network security, telecom and financial services. More information is available at www.mellanox.com.

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, gains (losses) on equity investments and income tax effects and adjustments. The purpose of income tax effects and adjustments is to exclude tax consequences associated with the above excluded expenses items, as well as the non-cash impact on the tax provision pertaining to changes in deferred tax assets associated with carryforward losses of group entities subject to tax holiday in Israel. 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, gains (losses) on equity investments, and income tax effects and adjustments 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 reflect 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 taxes and the net impact on the company's tax provision for non-GAAP adjustments 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 also presented in the financial statements portion of this release and is posted under the “Investor Relations” section on our website.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
All statements included or incorporated by reference in this release, other than statements or characterizations of historical fact, are forward-looking statements, including the outlook for the three months ended March 31, 2017, statements related to trends in the market for our solutions and services, opportunities for our company in 2017 and beyond, and future product capabilities. These forward-looking statements are based on our current expectations, estimates and projections about our industry and business, management’s beliefs and certain assumptions made by us, all of which are subject to change.
Forward-looking statements can often be identified by words such as “projects,” “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions and variations or negatives of these words. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause our actual results to differ materially and adversely from those expressed in any forward-looking statement.
The risks and uncertainties that could cause our results to differ materially from those expressed or implied by such forward-looking statements include the continued expansion of our product line,



customer base and the total available market of our products, the continued growth in demand for our products, the continued, increased demand for industry standards-based technology, our ability to react to trends and challenges in our business and the markets in which we operate, our ability to anticipate market needs or develop new or enhanced products to meet those needs, the adoption rate of our products, our ability to establish and maintain successful relationships with our OEM partners, our ability to effectively compete in our industry, fluctuations in demand, sales cycles and prices for our products and services, our success converting design wins to revenue-generating product shipments, the continued launch and volume ramp of large customer sales opportunities, our ability to protect our intellectual property rights, our ability to successfully acquire businesses and technologies and to successfully integrate and operate these acquired businesses, our success in realizing the anticipated benefits of mergers and acquisitions, and our ability to obtain debt at competitive rates or in sufficient amounts in order to fund our contractual commitments. Furthermore, the majority of our quarterly revenues are derived from customer orders received and fulfilled in the same quarterly period. We have limited visibility into actual end-user demand as such demand impacts us and our OEM customer inventory balances in any given quarter. Consequently, this introduces risk and uncertainty into our revenue and production forecasts and business planning and could negatively impact our financial results. In addition, current uncertainty in the global economic environment poses a risk to the overall economy as businesses may defer purchases in response to tighter credit conditions, changing overall demand for our products, and negative financial news. Consequently, our results could differ materially from our prior results due to these general economic and market conditions, political events and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission.
More information about the risks, uncertainties and assumptions that may impact our business is set forth in our annual report on Form 10-K filed with the SEC on February 26, 2016. All forward-looking statements in this press release, including the outlook for the three months ended March 31, 2017, are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements.
Mellanox is a registered trademark of Mellanox Technologies, Ltd. All other trademarks are property of their respective owners.





Mellanox Technologies, Ltd.
Condensed Consolidated Statements of Operations
(in thousands, except per share data, unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Year Ended
 
 
December 31,
 
December 31,
 
 
2016
 
2015
 
2016
 
2015
Total revenues
 
$
221,676

 
$
176,940

 
$
857,498

 
$
658,140

Cost of revenues
 
73,507

 
51,815

 
301,986

 
189,209

Gross profit
 
148,169

 
125,125

 
555,512

 
468,931

Operating expenses:
 
 
 
 
 
 
 
 
Research and development
 
85,651

 
65,620

 
322,620

 
252,175

Sales and marketing
 
35,568

 
26,698

 
133,780

 
97,438

General and administrative
 
13,589

 
12,897

 
68,522

 
44,212

Total operating expenses
 
134,808

 
105,215

 
524,922

 
393,825

Income from operations
 
13,361

 
19,910

 
30,590

 
75,106

Interest expense
 
(1,944
)
 

 
(7,352
)
 

Other income (loss), net
 
108

 
592

 
1,090

 
(524
)
Interest and other, net
 
(1,836
)
 
592

 
(6,262
)
 
(524
)
Income before taxes on income
 
11,525

 
20,502

 
24,328

 
74,582

(Provision for) benefit from taxes on income
 
(2,530
)
 
22,696

 
(5,810
)
 
18,312

Net income
 
$
8,995

 
$
43,198

 
$
18,518

 
$
92,894

Net income per share — basic
 
$
0.18

 
$
0.92

 
$
0.38

 
$
2.00

Net income per share — diluted
 
$
0.18

 
$
0.90

 
$
0.37

 
$
1.94

Shares used in computing net income per share:
 
 
 
 
 
 
 
 
Basic
 
48,926

 
46,978

 
48,145

 
46,365

Diluted
 
49,971

 
48,221

 
49,523

 
47,778



6



Mellanox Technologies, Ltd.
Reconciliation of Non-GAAP Adjustments
(in thousands, except percentages, unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Year Ended
 
 
December 31,
 
December 31,
 
 
2016
 
2015
 
2016
 
2015
Reconciliation of GAAP net income to non-GAAP:
 
 
 
 
 
 
 
 
GAAP net income
 
$
8,995

 
$
43,198

 
$
18,518

 
$
92,894

Adjustments:
 
 
 
 
 
 
 
 
Share-based compensation expense:
 
 
 
 
 
 
 
 
Cost of revenues
 
602

 
617

 
2,375

 
2,366

Research and development
 
10,156

 
7,317

 
40,474

 
28,821

Sales and marketing
 
3,809

 
2,544

 
15,183

 
10,309

General and administrative
 
2,615

 
2,452

 
13,086

 
9,268

Total share-based compensation expense
 
17,182

 
12,930

 
71,118

 
50,764

Amortization of acquired intangibles:
 
 
 
 
 
 
 
 
Cost of revenues
 
10,640

 
2,073

 
48,119

 
7,694

Research and development
 
196

 
195

 
781

 
779

Sales and marketing
 
2,230

 
196

 
7,713

 
1,173

Total amortization of acquired intangibles
 
13,066

 
2,464

 
56,613

 
9,646

Settlement and other (income) expense:
 
 
 
 
 
 
 
 
General and administrative
 
(125
)
 

 
4,981

 

Total settlement and other (income) expense
 
(125
)
 

 
4,981

 

Acquisition related charges:
 
 
 
 
 
 
 
 
Cost of revenues
 

 

 
8,261

 

Research and development
 
787

 
225

 
1,834

 
2,118

Sales and marketing
 

 

 
206

 
450

General and administrative
 
97

 
1,078

 
6,844

 
1,820

Total acquisition related charges
 
884

 
1,303

 
17,145

 
4,388

Impairment of investment in a privately-held company
 

 

 

 
3,189

Tax effects and adjustments
 
1,294

 
(22,410
)
 
1,086

 
(22,410
)
Non-GAAP net income
 
$
41,296

 
$
37,485

 
$
169,461

 
$
138,471

 
 
 
 
 
 
 
 
 
Reconciliation of GAAP gross profit to non-GAAP:
 
 
 
 
 
 
 
 
Revenues
 
$
221,676

 
$
176,940

 
$
857,498

 
$
658,140

GAAP gross profit
 
148,169

 
125,125

 
555,512

 
468,931

GAAP gross margin
 
66.8
%
 
70.7
%
 
64.8
%
 
71.3
%
Share-based compensation expense
 
602

 
617

 
2,375

 
2,366

Amortization of acquired intangibles
 
10,640

 
2,073

 
48,119

 
7,694

Acquisition related charges
 

 

 
8,261

 

Non-GAAP gross profit
 
$
159,411

 
$
127,815

 
$
614,267

 
$
478,991

Non-GAAP gross margin
 
71.9
%
 
72.2
%
 
71.6
%
 
72.8
%
 
 


 
 
 
 
 
 
Reconciliation of GAAP operating expenses to non-GAAP:
 
 
 
 
 
 
 
 
GAAP operating expenses
 
$
134,808

 
$
105,215

 
$
524,922

 
$
393,825

Share-based compensation expense
 
(16,580
)
 
(12,313
)
 
(68,743
)
 
(48,398
)
Amortization of acquired intangibles
 
(2,426
)
 
(391
)
 
(8,494
)
 
(1,952
)
Settlement and other income (expense)
 
125

 

 
(4,981
)
 

Acquisition related charges
 
(884
)
 
(1,303
)
 
(8,884
)
 
(4,388
)
Non-GAAP operating expenses
 
$
115,043

 
$
91,208

 
$
433,820

 
$
339,087


 

7



Mellanox Technologies, Ltd.
Reconciliation of Non-GAAP Adjustments
(in thousands, except per share data, unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Year Ended
 
 
December 31,
 
December 31,
 
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP income from operations to non-GAAP:
 
 
 
 
 
 
 
 
GAAP income from operations
 
$
13,361

 
$
19,910

 
$
30,590

 
$
75,106

Share-based compensation expense
 
17,182

 
12,930


71,118


50,764

Settlement and other (income) expense:
 
(125
)
 

 
4,981

 

Amortization of acquired intangibles
 
13,066

 
2,464

 
56,613

 
9,646

Acquisition related charges
 
884

 
1,303

 
17,145

 
4,388

Non-GAAP income from operations
 
$
44,368

 
$
36,607

 
$
180,447

 
$
139,904

 
 
 
 
 
 
 
 
 
Shares used in computing GAAP diluted earnings per share
 
49,971

 
48,221

 
49,523

 
47,778

Adjustments:
 
 
 
 
 
 
 
 
Effect of dilutive securities under GAAP*
 
(1,045
)
 
(1,243
)
 
(1,378
)
 
(1,413
)
Total options vested and exercisable
 
1,217

 
1,546

 
1,217

 
1,546

Shares used in computing non-GAAP diluted earnings per share
 
50,143

 
48,524

 
49,362

 
47,911

 
 
 
 
 
 
 
 
 
GAAP diluted net income per share
 
$
0.18

 
$
0.90

 
$
0.37

 
$
1.94

Adjustments:
 
 
 
 
 
 
 
 
Share-based compensation expense
 
0.33

 
0.27

 
1.44

 
1.06

Amortization of acquired intangibles
 
0.26

 
0.04

 
1.14

 
0.20

Settlement and other expense
 

 

 
0.10

 

Acquisition related charges
 
0.02

 
0.02

 
0.34

 
0.09

Impairment of investment in a privately-held company
 

 

 

 
0.07

Tax effects and adjustments
 
0.03

 
(0.46
)
 
0.02

 
(0.47
)
Effect of dilutive securities under GAAP*
 
0.02

 
0.02

 
0.10

 
0.09

Total options vested and exercisable
 
(0.02
)
 
(0.02
)
 
(0.08
)
 
(0.09
)
Non-GAAP diluted net income per share
 
$
0.82

 
$
0.77

 
$
3.43

 
$
2.89


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 and RSUs had been issued under the Treasury method.


8



Mellanox Technologies, Ltd.
Condensed Consolidated Balance Sheets
(in thousands, unaudited)
 
 
December 31,
 
December 31,
 
 
2016
 
2015
ASSETS
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
56,780

 
$
263,199

Short-term investments
 
271,661

 
247,314

Accounts receivable, net
 
139,918

 
84,273

Inventories
 
65,523

 
62,473

Other current assets
 
17,346

 
19,979

Total current assets
 
551,228

 
677,238

Property and equipment, net
 
118,585

 
100,018

Severance assets
 
15,870

 
9,514

Intangible assets, net
 
278,031

 
32,154

Goodwill
 
471,228

 
200,743

Deferred taxes and other long-term assets
 
36,713

 
33,715

Total assets
 
$
1,471,655

 
$
1,053,382

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
57,683

 
$
44,600

Accrued liabilities
 
105,042

 
74,787

Deferred revenue
 
24,364

 
17,743

Current portion of term debt
 
23,628

 

Total current liabilities
 
210,717

 
137,130

Accrued severance
 
19,874

 
12,464

Deferred revenue
 
15,968

 
12,439

Term debt
 
218,786

 

Other long-term liabilities
 
30,580

 
24,668

Total liabilities
 
495,925

 
186,701

Shareholders' equity:
 
 
 
 
Ordinary shares
 
209

 
200

Additional paid-in capital
 
774,605

 
684,824

Accumulated other comprehensive loss
 
(928
)
 
(1,669
)
Retained earnings
 
201,844

 
183,326

Total shareholders’ equity
 
975,730

 
866,681

Total liabilities and shareholders’ equity
 
$
1,471,655

 
$
1,053,382



9



Mellanox Technologies, Ltd.
Condensed Consolidated Statement of Cash Flows
(in thousands, unaudited) 
 
 
Year ended December 31,
 
 
2016
 
2015
Cash flows from operating activities:
 
 

 
 

Net income
 
$
18,518

 
$
92,894

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
97,731

 
41,372

Deferred income taxes
 
809

 
(22,607
)
Share-based compensation
 
66,309

 
50,764

Gain on short-term investments
 
(1,774
)
 
(3,000
)
Excess tax benefit from share-based compensation
 
46

 
(53
)
Impairment of investment in a privately-held company
 

 
3,189

Changes in assets and liabilities, net of effect of acquisitions:          
 
 
 
  

Accounts receivable
 
(39,481
)
 
(19,351
)
Inventories
 
8,263

 
(24,735
)
Prepaid expenses and other assets
 
6,948

 
(2,619
)
Accounts payable
 
11,480

 
3,750

Accrued liabilities and other liabilities
 
27,261

 
30,884

Net cash provided by operating activities
 
196,110

 
150,488

 
 
 
 
 
Cash flows from investing activities:
 
 

 
 

Purchase of severance-related insurance policies
 
(1,172
)
 
(743
)
Purchase of short-term investments
 
(300,858
)
 
(219,459
)
Proceeds from sales of short-term investments
 
237,764

 
179,700

Proceeds from maturities of short-term investments
 
149,725

 
129,279

Purchase of property and equipment
 
(42,976
)
 
(48,601
)
Restricted cash
 

 
3,604

Purchase of intangible assets
 
(7,962
)
 
(210
)
Purchase of investments in privately-held companies
 
(4,982
)
 

Acquisitions, net of cash acquired of $87.5 million
 
(693,692
)
 

Net cash provided by (used) in investing activities
 
(664,153
)
 
43,570

 
 
 
 
 
Cash flows from financing activities:
 
 

 
 

Proceeds from term debt
 
280,000

 

Principal payments on term debt
 
(34,000
)
 

Term debt issuance costs
 
(5,521
)
 

Principal payments on capital lease and intangible assets obligations
 
(1,364
)
 
(1,105
)
Proceeds from issuances of ordinary shares through employee equity incentive plans
 
22,555

 
18,867

Excess tax benefit from share-based compensation
 
(46
)
 
53

Net cash provided by financing activities
 
261,624

 
17,815

 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
 
(206,419
)
 
211,873

Cash and cash equivalents at beginning of period
 
263,199

 
51,326

Cash and cash equivalents at end of period
 
$
56,780

 
$
263,199


10