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
November 7, 2013
Date of Report (date of earliest event reported)
MONTAGE TECHNOLOGY GROUP LIMITED
(Exact name of Registrant as specified in its Charter)
Cayman | 001-36064 |
Not applicable | ||
(State or other jurisdiction of incorporation) |
(Commission file number) |
(I.R.S. Employer Identification Number) |
Room A1601, Technology Building, 900 Yi Shan Road
Xuhui District, Shanghai, 200233
Peoples Republic of China
(Address of registrants principal executive offices, including zip code)
Tel: (86 21) 6128-5678
(Registrants telephone number, including area code)
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 (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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 November 7, 2013, Montage Technology Group Limited issued a press release announcing its results for the third fiscal quarter ended September 30, 2013. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.
The information, provided in this Item 2.02 in this current report on Form 8-K and the exhibits attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing or document. The information provided pursuant to this Item 2.02 shall instead by deemed furnished.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
99.1 | Press Release dated November 7, 2013 |
Signature
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.
Dated: November 7, 2013 |
Montage Technology Group Limited | |
/s/ Mark Voll | ||
Mark Voll Chief Financial Officer |
Exhibit Index
Exhibit Number |
Exhibit Title | |
99.1 | Press Release dated November 7, 2013 |
Exhibit 99.1
Montage Technology Reports Third Quarter 2013 Financial Results
Achieves Record Revenue of $30.1 Million, 63.7% Gross Margin
and 28.8% Operating Margin
SHANGHAI, China November 7, 2013 Montage Technology Group Limited (Nasdaq: MONT) (Montage), a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets, today announced financial results for the third quarter ended September 30, 2013.
Third Quarter 2013 Highlights:
| Attained record revenue of $30.1 million, an increase of 18.8 percent sequentially and 45.9 percent year-over-year; |
| Reported 63.7 percent gross margin and 28.8 percent operating margin; |
| Achieved GAAP net income per diluted share of $0.31, and non-GAAP net income of per diluted share of $0.38; |
| Increased set-top box product revenue by 46 percent and memory interface product revenue by 44 percent over the prior year period; and |
| Generated cash from operations of $11.2 million. |
Third Quarter 2013 Results
Commenting on the quarter, Howard Yang, Montage Technologys chairman and chief executive officer, stated, We are pleased to report third quarter revenue increased 19% sequentially and 46% year-over-year, driven by strong growth in the set-top box market combined with improving revenue from our memory interface products. We continued to convert set-top box customers to our SoC chipset, which offers a complete solution of integrated hardware and software. The pace of set-top box adoption in emerging markets has been accelerating as disposable income and consumer demand for better entertainment are increasing. Additionally, digital transmission and HD television are only in the early stages of adoption, which we believe provides significant future growth opportunities for Montage.
In the memory interface market, during the quarter we introduced the industrys first production ready dual-mode DDR4 Registering Clock Driver that supports both RDIMM and LRDIMM modules for use in next generation server platforms. This product complements our existing DDR3 solutions and enhances our current product offerings. With this market in its early stages of growth and development, Montage is well established as a primary supplier to all of the largest OEMs.
Stephen Tai, Montage Technologys president added, The successful completion of our initial public offering on October 1st represented a significant milestone for the Company. We believe that Montage is well positioned for growth in the coming quarters as we continue to gain market share with our existing products as well as our newly released products in both the set-top box and memory interface markets.
Total revenue for the third quarter 2013 was $30.1 million, an increase of 18.8 percent compared to $25.3 million in the second quarter, and an increase of 45.9 percent compared to $20.6 million in the third quarter 2012. Total revenue consisted of $27.3 million from set-top box products, or 90.7 percent of revenue, and $2.8 million from memory interface products, representing 9.3 percent of revenue.
Gross profit for the third quarter 2013 was $19.1 million, or 63.7 percent of revenue, compared to $16.5 million, or 65.1 percent of revenue in the prior quarter, and $12.9 million, or 62.7 percent in the third quarter 2012. Operating expenses for the third quarter 2013 were $10.5 million, compared to $10.5 million in the prior quarter and $6.2 million in the third quarter 2012. Income from operations was $8.6 million, or 28.8 percent of revenue, compared to $6.0 million, or 23.8 percent of revenue in the prior quarter, and $6.7 million, or 32.5 percent of revenue in the third quarter 2012.
Third quarter 2013 GAAP net income was $8.0 million, or $0.31 per diluted share, compared to second quarter 2013 net income of $5.5 million, or $0.20 per diluted share, and third quarter 2012 net income of $6.4 million, or $0.24 per diluted share. The effective tax rate for the third quarter 2013 was 8 percent, compared to an effective tax rate of 10 percent in the preceding quarter.
Non-GAAP net income for the third quarter 2013 was $9.5 million, or $0.38 per diluted share, which excluded pre-tax stock-based compensation expenses of approximately $1.2 million and $0.3 million of amortization of acquired assets related to an assembled workforce in Taiwan. This compares to non-GAAP net income of $6.8 million, or $0.26 per diluted share, in the second quarter 2013 and $6.8 million, or $0.26 per diluted share, in the third quarter 2012.
Cash, cash equivalents and short-term investments totaled approximately $47.6 million as of September 30, 2013, compared to approximately $28.1 million as of December 31, 2012. Montage raised $49.5 million in net proceeds, after deducting underwriting discounts and commissions, in its initial public offering on September 26, 2013, receipt of which occurred after the close of the quarter.
Business Outlook
For the fourth quarter of 2013, the Company expects revenue to be in the range of $32 to $34 million and gross margin to be in the range of 59 percent to 61 percent.
Conference Call
Montage Technology will host a conference call on Thursday, November 7, 2013 at 8:00 a.m. Eastern Time (9:00 p.m. in Shanghai, China) to discuss its third quarter financial results. Investors and analysts may join the conference call by dialing 1-855-500-8701 and providing the confirmation code 87126286. International callers may join the teleconference by dialing 1-845-675-0438 and callers in China may join by dialing 4001200654, entering the same confirmation code at the prompt. A telephone replay of the call will be made available approximately two hours after the call and will remain available for seven days. The replay number is 1-855-452-5696 with a pass code of 87126286. International callers should dial 1-646-254-3697 and enter the same pass code at the prompt. Additionally, this conference call will be broadcast live over the Internet and can be accessed by all interested parties on the Investors section of Montages website at http://www.montage-tech.com. To listen to the live call, please go to the Investors section of Montages website and click on the conference call link at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those unable to participate during the live broadcast, a replay will be available shortly after the call on Montages website for approximately 90 days.
About Montage Technology
Montage Technology is a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. In the home entertainment market, Montages technology platform enables the company to design highly integrated end-to-end solutions with customized software for set-top boxes. These solutions optimize signal processing performance under demanding operating conditions typically found in emerging marketing environments. In the cloud computing market, Montage offers high performance, low power memory interface solutions that enable memory intensive server applications. Its technology platform approach allows Montage to provide integrated solutions that meet the expanding needs of customers through continuous innovation, efficient design and rapid product development. For more information regarding Montage please visit the companys website at www.montage-tech.com.
Forward Looking Statements
This press release contains forward-looking statements regarding our future business expectations, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors including: Montages anticipated operating results for the fourth quarter 2013; future growth opportunities in the digital transmission and HD television markets; Montages ability to be a primary supplier to the largest OEMs; Montages ability to maintain its growth in the coming quarters; Montages ability to continue to gain market share with its existing products as well as newly released products in both the set-top box and memory interface markets. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the caption Risk Factors in our final prospectus filed with the SEC on September 26, 2013, which is available on our Investor Relations website at www.montage-tech.com and on the SEC website at www.sec.gov. Additional information will also be set forth in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. In addition, please note that the date of this press release is November 7, 2013, and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of this date. We undertake no obligation to update these statements as a result of new information or future events.
Company Contact:
Montage Technology
Mark Voll, CFO
P: 408-982-2780 or 86-21-6128-5678 x8616
E: ir@montage-tech.com
Investor Relations Contact:
Shelton Group
Leanne Sievers, EVP
P: 949-224-3874
E: lsievers@sheltongroup.com
Matt Kreps, Managing Director
P: 972-239-5119 ext. 125
E: mkreps@sheltongroup.com
MONTAGE TECHNOLOGY GROUP, LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar in thousands, except per share amounts)
(Unaudited)
Three Months Ended September 30, |
Nine Months Ended September 30, |
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2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues |
$ | 30,056 | $ | 20,601 | $ | 75,448 | $ | 54,538 | ||||||||
Cost of revenues |
10,907 | 7,683 | 27,496 | 21,374 | ||||||||||||
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Gross profit |
19,149 | 12,918 | 47,952 | 33,164 | ||||||||||||
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Operating expenses |
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Research and development |
6,623 | 3,835 | 19,096 | 12,304 | ||||||||||||
Sales, general and administrative |
3,880 | 2,382 | 10,681 | 5,614 | ||||||||||||
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Total operating expenses |
10,503 | 6,217 | 29,777 | 17,918 | ||||||||||||
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Income from operations |
8,646 | 6,701 | 18,175 | 15,246 | ||||||||||||
Interest income/Other income (expense), net |
132 | 91 | 347 | 328 | ||||||||||||
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Income before income tax expenses |
8,778 | 6,792 | 18,522 | 15,574 | ||||||||||||
Provision for income tax |
737 | 427 | 1,709 | 980 | ||||||||||||
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Net income |
$ | 8,041 | $ | 6,365 | $ | 16,813 | $ | 14,594 | ||||||||
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Net income per share |
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Basic |
$ | 0.34 | $ | 0.27 | $ | 0.68 | $ | 0.58 | ||||||||
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Diluted |
$ | 0.31 | $ | 0.24 | $ | 0.62 | $ | 0.53 | ||||||||
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Weightedaverage shares used in computing net income per share: |
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Basic |
4,658,034 | 4,321,144 | 4,618,302 | 4,303,135 | ||||||||||||
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Diluted |
6,527,371 | 6,391,252 | 6,557,368 | 6,295,066 | ||||||||||||
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MONTAGE TECHNOLOGY GROUP, LTD.
RECONCILIATION OF GAAP NET INCOME/(LOSS)
TO NON-GAAP NET INCOME
(Dollar in thousands, except per share amounts)
(Unaudited)
Three Months Ended September 30, |
Nine Months Ended September 30, |
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2013 | 2012 | 2013 | 2012 | |||||||||||||
GAAP net income |
$ | 8,041 | $ | 6,365 | $ | 16,813 | $ | 14,594 | ||||||||
Share-based compensation expense: |
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Cost of revenues |
34 | 5 | 62 | 15 | ||||||||||||
Research and development |
546 | 137 | 1,124 | 347 | ||||||||||||
Sales, general and administrative |
588 | 151 | 1,276 | 320 | ||||||||||||
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Total share-based compensation expense |
1,168 | 293 | 2,462 | 682 | ||||||||||||
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Amortization of assembled workforce |
317 | 106 | 950 | 106 | ||||||||||||
Non-GAAP net income |
$ | 9,526 | $ | 6,764 | $ | 20,225 | $ | 15,382 | ||||||||
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GAAP basic net income per share |
$ | 0.34 | $ | 0.27 | $ | 0.68 | $ | 0.58 | ||||||||
Effect of non-GAAP adjustments on basic net income per share |
0.07 | 0.02 | 0.16 | 0.04 | ||||||||||||
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Non-GAAP basic net income per share |
$ | 0.41 | $ | 0.29 | $ | 0.84 | $ | 0.62 | ||||||||
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GAAP diluted net income per share |
$ | 0.31 | $ | 0.24 | $ | 0.62 | $ | 0.53 | ||||||||
Effect of non-GAAP adjustments on diluted net income per share |
0.07 | 0.02 | 0.15 | 0.04 | ||||||||||||
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Non-GAAP diluted net income per share |
$ | 0.38 | $ | 0.26 | $ | 0.77 | $ | 0.57 | ||||||||
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Weightedaverage shares used in computing net income per share: |
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Basic |
4,658,034 | 4,321,144 | 4,618,302 | 4,303,135 | ||||||||||||
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Diluted |
6,527,371 | 6,391,252 | 6,557,368 | 6,295,066 | ||||||||||||
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In addition to disclosing financial results calculated in accordance with U. S. generally accepted accounting principles (GAAP), the operating results presented contain non-GAAP financial measures that exclude the income statement effects of share-based compensation expense and amortization of acquired intangible assets of assembled workforce in Taiwan.
Management believes it is useful to provide these non-GAAP financial measures and a reconciliation to comparable GAAP financial measures as we believe non-GAAP measures provide useful supplemental information for investors to evaluate our operating results in the same manner as the research analysts that follow Montage, all of whom present non-GAAP projections in their published reports. As such, non-GAAP measures provided by Montage facilitate a more direct comparison of its performance with the financial projections published by the analysts. The items reconciling GAAP financial measures to non-GAAP financial measures and additional comments and the usefulness of each item are set forth below:
(1) | Share-based compensation is excluded by management when evaluating operating activities and for strategic decision making, forecasting future results and evaluating current performance. Management believes that utilizing non-GAAP financial measures that exclude this non-cash item is useful in providing an alternate measure that excludes the variability caused by different methodologies and subjective assumptions used in the valuation of equity awards across different companies. |
(2) | Amortization of acquired research and development workforce is excluded from internal analysis of Montages operations and management does not view this non-cash expense as reflective of the business current performance. Management believes that utilizing non-GAAP financial measures that exclude this non-cash item is useful in providing an alternate measure that excludes the variability caused by such item. |
Non-GAAP financial measures are not prepared in accordance with GAAP; therefore, the information is not necessarily comparable to other companies financial information and should be considered as a supplement to, not a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.
MONTAGE TECHNOLOGY GROUP, LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar in thousands)
September 30, 2013 |
December 31, 2012 |
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(unaudited) | (audited) | |||||||
Assets |
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Current assets: |
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Cash and cash equivalents |
$ | 41,181 | $ | 21,580 | ||||
Short-term investments |
6,443 | 6,472 | ||||||
Accounts receivable, net |
10,413 | 7,903 | ||||||
Inventories |
9,830 | 11,116 | ||||||
Prepaid expenses and other current assets |
2,591 | 2,000 | ||||||
Deferred tax assets |
343 | 338 | ||||||
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Total current assets |
70,801 | 49,409 | ||||||
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Property and equipment, net |
2,459 | 2,284 | ||||||
Acquired intangible assets, net |
1,020 | 1,496 | ||||||
Deferred offering costs |
3,240 | 283 | ||||||
Deferred tax assets |
330 | 330 | ||||||
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Total assets |
$ | 77,850 | $ | 53,802 | ||||
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Liabilities, convertible preferred shares and shareholders equity (deficit) |
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Current liabilities: |
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Accounts payable |
$ | 5,345 | $ | 3,719 | ||||
Short-term loans |
| 1,591 | ||||||
Accrued liabilities |
11,941 | 9,108 | ||||||
Deferred margin, net |
1,545 | 1,200 | ||||||
Income tax payable |
1,422 | 261 | ||||||
Deferred tax liabilities |
34 | 34 | ||||||
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Total current liabilities |
20,287 | 15,913 | ||||||
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Long-term liabilities |
4,288 | 4,295 | ||||||
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Total liabilities |
$ | 24,575 | $ | 20,208 | ||||
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Redeemable convertible preferred shares |
54,400 | 54,377 | ||||||
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Shareholders equity (deficit): |
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Ordinary shares |
58 | 55 | ||||||
Additional paid-in capital |
3,515 | 1,010 | ||||||
Accumulated comprehensive income |
2,148 | 1,811 | ||||||
Statutory reserves |
740 | 740 | ||||||
Accumulated deficit |
(7,586 | ) | (24,399 | ) | ||||
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Total shareholders equity (deficit) |
(1,125 | ) | (20,783 | ) | ||||
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Total liabilities, convertible preferred shares and shareholders equity (deficit) |
$ | 77,850 | $ | 53,802 | ||||
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