Current Report Filing (8-k)
April 29 2015 - 4:06PM
Edgar (US Regulatory)
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 29, 2015
__________________
CAVIUM, INC.
(Exact name
of registrant as specified in its charter)
__________________
| |
Delaware |
|
| |
(State or other jurisdiction |
|
| |
of incorporation) |
|
| |
|
|
| 001-33435 |
|
77-0558625 |
| (Commission |
|
(IRS Employer |
| File No.) |
|
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 April 29, 2015, Cavium, Inc. (the "Company") issued a press release announcing its financial results for the first
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 April 29, 2015
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: April 29, 2015 |
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 April 29, 2015 |
Cavium Announces Financial Results for Q1 2015
SAN JOSE, Calif., April 29, 2015 /PRNewswire/ -- 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 first quarter ended March 31, 2015.
Net revenue in the first quarter of 2015 was $101.8 million, a 1% sequential increase from the $101.2 million reported in the fourth quarter of 2014 and a 22% year-over-year increase from the $83.2 million
reported in the first quarter of 2014.
Generally Accepted Accounting Principles (GAAP) Results
Net loss attributable to the Company in the first quarter of 2015 was $13.9 million, or $(0.25) per diluted share, compared to $12.0 million, or $(0.22) per diluted share in the fourth quarter of 2014. Gross margins were 64.8% in the first quarter of 2015 compared to 62.1% in the fourth quarter of 2014. Total cash and cash equivalents were $121.0 million at March 31, 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 first quarter of 2015, Non-GAAP net income was $23.7 million, or $0.40 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 22.9%.
Recent News Highlights
- April 27, 2015 - Cavium's 48 Core Workload-Optimized ThunderX_NT™ Processors Enables New Generation of Accelerated NFV, Edge and Core Networking Applications
- April 27, 2015 - Cavium Partners with Quantenna and Aquantia to Deliver Fully Secure High Performance 802.11AC MU-MIMO WLAN Access Point Reference Design
- April 27, 2015 - Cavium Delivers Optimized OpenWRT on OCTEON® III to Accelerate Retail/SMB Router Time to Market
- April 20, 2015 - Cavium Introduced LiquidSecurity™
- April 20, 2015 - Cavium Partners with F5 Networks for LiquidSecurity™ Hardware Security Module Family Integration
- April 20, 2015 - Cavium Announced Collaboration with A10 Networks, KEMP Technologies and ExtraHop for LiquidSecurity™ Hardware Security Module Family
- April 20, 2015 - Cavium's 48 Core Workload Optimized ThunderX™ SC Processors Enables Next Generation Fully Secure Data Centers
- March 16, 2015 - E4 Computer Engineering Announced ThunderX™ Based ARKA™ Platform for Specific Workloads in HPC, Cloud and Big Data Applications
- March 16, 2015 - Cavium Added Support for NVIDIA GPU Accelerators in 64-bit ARMv8-A ThunderX™ Processor Family
- March 10, 2015 - StackVelocity and Cavium Partnered to Bring Advanced ARM Processor Efficiency to Open Compute Project
- March 10, 2015 - Hyve Solutions and Cavium Collaborates to Deliver 64-bit ARM-based Server Solutions
- March 10, 2015 - Cavium's XPliant™ Ethernet Switch Supports the Emerging Open Ecosystems
- March 2, 2015 - Cavium Introduced OCTEON Fusion-M™
- March 2, 2015 - Cavium Broke 100Gbps IPsec Throughput Barrier using OpenDataPlane™ at Mobile World Congress 2015
- February 26, 2015 - Cavium and ARM Demonstrated Comprehensive Cloud RAN Application on 48 Core 64-bit ARMv8-A ThunderX™ SoC Processor at Mobile World Congress 2015
- February 24, 2015 - Qosmos Showcased Intelligent Service Chaining in a Virtualized Environment Running on Cavium's LiquidIO® Adapter
Cavium, Inc. will broadcast its first quarter of 2015 financial results conference call today, April 29, 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.
About Cavium
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 |
|
| March 31, 2015 |
|
| December 31, 2014 |
|
Net revenue | $ | 101,778 |
|
| $ | 101,223 |
|
Cost of revenue |
| 35,799 |
|
|
| 38,402 |
|
Gross profit |
| 65,979 |
|
|
| 62,821 |
|
Operating expenses: |
|
|
|
|
|
|
|
Research and development |
| 58,422 |
|
|
| 55,108 |
|
Sales, general and administrative |
| 20,671 |
|
|
| 19,314 |
|
Total operating expenses |
| 79,093 |
|
|
| 74,422 |
|
Loss from operations |
| (13,114) |
|
|
| (11,601) |
|
Other expense, net: |
|
|
|
|
|
|
|
Interest expense |
| (410) |
|
|
| (293) |
|
Other, net |
| (66) |
|
|
| (313) |
|
Total other expense, net |
| (476) |
|
|
| (606) |
|
Loss before income taxes |
| (13,590) |
|
|
| (12,207) |
|
Provision for income taxes |
| 301 |
|
|
| 268 |
|
Net loss |
| (13,891) |
|
|
| (12,475) |
|
Net loss attributable to non-controlling interest |
| - |
|
|
| (444) |
|
Net loss attributable to the Company | $ | (13,891) |
|
| $ | (12,031) |
|
Net loss attributable to the Company per common share, basic and diluted | $ | (0.25) |
|
| $ | (0.22) |
|
Shares used in computing basic and diluted net loss per common share |
| 54,882 |
|
|
| 54,249 |
|
CAVIUM, INC. |
|
Unaudited Reconciliation of Non-GAAP Adjustments |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
| March 31, 2015 |
|
| December 31, 2014 |
|
Reconciliation of GAAP research and development expenses to non-GAAP: |
|
|
|
|
|
|
|
GAAP research and development expenses | $ | 58,422 |
|
| $ | 55,108 |
|
Stock-based compensation and related payroll taxes |
| (7,823) |
|
|
| (16,128) |
|
Net restructuring related expenses |
| (254) |
|
|
| (617) |
|
Research and development expenses associated with Xpliant |
| (20,142) |
|
|
| (8,769) |
|
Non-GAAP research and development expenses | $ | 30,203 |
|
| $ | 29,594 |
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP sales, general and administrative expenses to non-GAAP: |
|
|
|
|
|
|
|
GAAP sales, general and administrative expenses | $ | 20,671 |
|
| $ | 19,314 |
|
Stock-based compensation and related payroll taxes |
| (5,138) |
|
|
| (5,969) |
|
Amortization of acquired intangible assets |
| (11) |
|
|
| (33) |
|
Net restructuring related expenses |
| (68) |
|
|
| (27) |
|
Sales, general and administrative expenses associated with Xpliant |
| (1,979) |
|
|
| (1,017) |
|
Non-GAAP sales, general and administrative expenses | $ | 13,475 |
|
| $ | 12,268 |
|
Total Non-GAAP operating expenses | $ | 43,678 |
|
| $ | 41,862 |
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP non-operating expenses to non-GAAP non-operating income: |
|
|
|
|
|
|
|
GAAP non-operating expenses | $ | (476) |
|
| $ | (606) |
|
Non-operating expenses associated with Xpliant |
| 1,124 |
|
|
| 905 |
|
Total Non-GAAP non-operating income | $ | 648 |
|
| $ | 299 |
|
CAVIUM, INC. |
|
Unaudited Reconciliation of Non-GAAP Adjustments |
|
(in thousands, except per share data and percentages) |
|
|
|
|
|
|
|
|
|
| Three Months Ended |
|
| March 31, 2015 |
|
| December 31, 2014 |
|
Reconciliation of GAAP gross profit & margin to non-GAAP: |
|
|
|
|
|
|
|
Net revenue | $ | 101,778 |
|
| $ | 101,223 |
|
GAAP gross profit |
| 65,979 |
|
|
| 62,821 |
|
GAAP gross margin |
| 64.8 | % |
|
| 62.1 | % |
|
|
|
|
|
|
|
|
Stock-based compensation and related payroll taxes |
| 213 |
|
|
| 237 |
|
Amortization of acquired intangible assets |
| 795 |
|
|
| 1,252 |
|
Net restructuring related expenses |
| 42 |
|
|
| 2,002 |
|
Non-GAAP gross profit | $ | 67,029 |
|
| $ | 66,312 |
|
Non-GAAP gross margin |
| 65.9 | % |
|
| 65.5 | % |
|
|
|
|
|
|
|
|
Reconciliation of GAAP loss from operations to non-GAAP income from operations: |
|
|
|
|
|
|
|
GAAP loss from operations | $ | (13,114) |
|
| $ | (11,601) |
|
Stock-based compensation and related payroll taxes |
| 13,174 |
|
|
| 22,334 |
|
Amortization of acquired intangible assets |
| 806 |
|
|
| 1,285 |
|
Net restructuring related expenses |
| 364 |
|
|
| 2,646 |
|
Loss from operations of Xpliant |
| 22,121 |
|
|
| 9,786 |
|
Non-GAAP income from operations | $ | 23,351 |
|
| $ | 24,450 |
|
Non-GAAP income from operations as a percentage of revenue |
| 22.9 | % |
|
| 24.2 | % |
|
|
|
|
|
|
|
|
Reconciliation of GAAP loss to non-GAAP net income: |
|
|
|
|
|
|
|
GAAP net loss attributable to the Company | $ | (13,891) |
|
| $ | (12,031) |
|
Non-GAAP adjustments: |
|
|
|
|
|
|
|
Stock-based compensation and related payroll taxes |
| 13,174 |
|
|
| 22,334 |
|
Amortization of acquired intangible assets |
| 806 |
|
|
| 1,285 |
|
Net restructuring related expenses |
| 364 |
|
|
| 2,646 |
|
Loss from operations and non-operating expenses of Xpliant |
| 23,245 |
|
|
| 10,247 |
|
Total of non-GAAP adjustments |
| 37,589 |
|
|
| 36,512 |
|
Non-GAAP net income | $ | 23,698 |
|
| $ | 24,481 |
|
|
|
|
|
|
|
|
|
GAAP net loss attributable to the Company per share, diluted | $ | (0.25) |
|
| $ | (0.22) |
|
Non-GAAP adjustments detailed above |
| 0.65 |
|
|
| 0.64 |
|
Non-GAAP net income attributable to the Company per share, diluted | $ | 0.40 |
|
| $ | 0.42 |
|
|
|
|
|
|
|
|
|
GAAP weighted average shares, diluted |
| 54,882 |
|
|
| 54,249 |
|
Non-GAAP share adjustment |
| 4,286 |
|
|
| 4,089 |
|
Non-GAAP weighted average shares, diluted |
| 59,168 |
|
|
| 58,338 |
|
|
|
CAVIUM, INC. |
|
Unaudited GAAP Condensed Consolidated Balance Sheets |
|
(in thousands) |
|
|
|
|
|
|
|
|
|
| As of March 31, 2015 |
|
| As of December 31, 2014 |
|
Assets |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
Cash and cash equivalents | $ | 121,025 |
|
| $ | 131,718 |
|
Accounts receivable, net |
| 56,817 |
|
|
| 48,199 |
|
Inventories |
| 52,312 |
|
|
| 51,922 |
|
Prepaid expenses and other current assets |
| 8,944 |
|
|
| 9,130 |
|
Total current assets |
| 239,098 |
|
|
| 240,969 |
|
Property and equipment, net |
| 58,828 |
|
|
| 56,963 |
|
Intangible assets, net |
| 37,532 |
|
|
| 37,644 |
|
Goodwill |
| 71,478 |
|
|
| 71,478 |
|
Other assets |
| 1,935 |
|
|
| 1,806 |
|
Total assets | $ | 408,871 |
|
| $ | 408,860 |
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
Accounts payable | $ | 25,100 |
|
| $ | 26,447 |
|
Other accrued expenses and other current liabilities |
| 15,945 |
|
|
| 7,782 |
|
Deferred revenue |
| 6,047 |
|
|
| 6,285 |
|
Capital lease and technology license obligations |
| 16,324 |
|
|
| 23,002 |
|
Total current liabilities |
| 63,416 |
|
|
| 63,516 |
|
Capital lease and technology license obligations, net of current |
| 20,788 |
|
|
| 22,894 |
|
Deferred tax liability |
| 2,997 |
|
|
| 2,836 |
|
Other non-current liabilities |
| 2,819 |
|
|
| 2,931 |
|
Total liabilities |
| 90,020 |
|
|
| 92,177 |
|
|
|
|
|
|
|
|
|
Stockholders' equity |
|
|
|
|
|
|
|
Common stock |
| 55 |
|
|
| 54 |
|
Additional paid-in capital |
| 505,039 |
|
|
| 488,981 |
|
Accumulated deficit |
| (186,243) |
|
|
| (172,352) |
|
Total stockholders' equity |
| 318,851 |
|
|
| 316,683 |
|
Total liabilities and stockholders' equity | $ | 408,871 |
|
| $ | 408,860 |
|
CONTACT: Art Chadwick, Vice President of Finance and Administration and Chief Financial Officer, Tel: (408) 943-7104, Email: angel.atondo@cavium.com, Angel Atondo, Senior Marketing Communications Manager, Tel: (408) 943-7417, Email: art.chadwick@cavium.com
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