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Quotes & Info
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| MLNX > SEC Filings for MLNX > Form 10-Q on 5-Aug-2008 | All Recent SEC Filings |
5-Aug-2008
Quarterly Report
embedded systems. We operate in one reportable segment: the development,
manufacturing, marketing and sales of interconnect semiconductor products.
We are a fabless semiconductor company that provides high-performance
interconnect products based on semiconductor integrated circuits, or ICs. We
design, develop and market adapter and switch ICs, both of which are silicon
devices that provide high performance connectivity. We also offer adapter cards
that incorporate our ICs. Growth in our target markets is being driven by the
need to improve the efficiency and performance of clustered systems, as well as
the need to significantly reduce the total cost of ownership.
It is difficult for us to forecast the demand for our products, in part
because of the highly complex supply chain between us and the end-user markets
that incorporate our products. Demand for new features changes rapidly. Due to
our lengthy product development cycle, it is critical for us to anticipate
changes in demand for our various product features and the applications they
serve to allow sufficient time for product design. Our failure to accurately
forecast demand can lead to product shortages that can impede production by our
customers and harm our relationships with these customers. Conversely, our
failure to forecast declining demand or shifts in product mix can result in
excess or obsolete inventory.
Revenues. We derive revenues from sales of our ICs and cards. To date, we
have derived a substantial portion of our revenues from a relatively small
number of customers. Revenues were approximately $53.4 million for the six
months ended June 30, 2008 compared to approximately $36.6 million for the six
months ended June 30, 2007, representing an increase of 46%. Total sales to
customers representing more than 10% of revenues accounted for 36% and 70% of
our total revenues for the six months ended June 30, 2008 and 2007,
respectively. The loss of one or more of our principal customers or the
reduction or deferral of purchases of our products by one of these customers
could cause our revenues to decline materially if we are unable to increase our
revenues from other customers.
Cost of revenues and gross profit. The cost of revenues consists primarily of
the cost of silicon wafers purchased from our foundry supplier, Taiwan
Semiconductor Manufacturing Company, or TSMC, costs associated with the
assembly, packaging and production testing of our products by Advanced
Semiconductor Engineering, or ASE, outside processing costs associated with the
manufacture of our HCA cards by Flextronics, royalties due to third parties,
including the Office of the Chief Scientist of Israel's Ministry of Industry,
Trade and Labor, or the OCS, the Binational Industrial Research and Development
(BIRD) Foundation and a third-party licensor, warranty costs, excess and
obsolete inventory costs and costs of personnel associated with production
management and quality assurance. In addition, after we purchase wafers from our
foundries, we also have the yield risk related with manufacturing these wafers
into semiconductor devices. Manufacturing yield is the percentage of acceptable
product resulting from the manufacturing process, as identified when the product
is tested as a finished IC. If our manufacturing yields decrease, our cost per
unit increases, which could have a significant adverse impact on our cost of
revenues. We do not have long-term pricing agreements with TSMC and ASE.
Accordingly, our costs are subject to price fluctuations based on the cyclical
demand for semiconductors.
We purchase our inventory pursuant to standard purchase orders. We estimate
that lead times for delivery of our finished semiconductors from our foundry
supplier and assembly, packaging and production testing subcontractor are
approximately three to four months and that lead times for delivery from our HCA
card manufacturing subcontractors are approximately eight to ten weeks. We build
inventory based on forecasts of customer orders rather than the actual orders
themselves. In addition, as customers are increasingly seeking opportunities to
reduce their lead times, we may be required to increase our inventory to meet
customer demand.
We expect our cost of revenues to increase over time as a result of the
expected increase in our sales volume. Generally, our cost of revenues as a
percentage of sales has decreased over time, primarily due to manufacturing cost
reductions and economies of scale related to higher unit volumes. This trend may
not continue in the future, and will depend on overall customer demand for our
products, our product mix, competitive product offerings and related pricing and
our ability to reduce manufacturing costs.
Operational expenses
Research and development expenses. Our research and development expenses
consist primarily of salaries, share-based compensation and associated costs for
employees engaged in research and development, costs associated with computer
aided design software tools, depreciation expense and tape out costs. Tape out
costs are expenses related to the manufacture of new products, including charges
for mask sets, prototype wafers, mask set revisions and testing incurred before
releasing new products. We anticipate these expenses will increase in future
periods based on an increase in personnel to support our product development
activities and the introduction of new products. We anticipate that our research
and development expenses may fluctuate over the course of a year based on the
timing of our product tape outs.
We received grants from the OCS for several projects. Under the terms of
these grants, if products developed from an OCS-funded project generate revenue,
we are required to pay a royalty of 4-4.5% of the net sales as soon as we begin
to sell such products until 120% of the dollar value of the grant plus interest
at LIBOR is repaid. All of the grants we have received from the OCS have
resulted in IC products sold by us. We received no grants from the OCS during
the year ended December 31, 2007 or the six months ended June 30, 2008. In total
we have received grants from OCS in amount of $2.8 million. As of June 30, 2008,
our obligation in respect of royalties accrued and payable to the OCS totaled
approximately $261,000.
The terms of OCS grants generally prohibit the manufacture of products
developed with OCS funding outside of Israel without the prior consent of the
OCS. The OCS has approved the manufacture outside of Israel of our IC products,
subject to an undertaking by us to pay the OCS royalties on the sales of our
OCS-supported products until such time as the total royalties paid equal 120% of
the amount of OCS grants.
Under applicable Israeli law, OCS consent is also required to transfer
technologies developed with OCS funding to third parties in Israel. Transfer of
OCS-funded technologies outside of Israel is permitted with the approval of the
OCS and in accordance with the restrictions and payment obligations set forth
under Israeli law. Israeli law further specifies that both the transfer of
know-how as well as the transfer of intellectual property rights in such
know-how are subject to the same restrictions. These restrictions do not apply
to exports of products from Israel or the sale of products developed with these
technologies.
Sales and marketing expenses. Sales and marketing expenses consist primarily
of salaries, share-based compensation and associated costs for employees engaged
in sales, marketing and customer support, commission payments to external, third
party sales representatives, sales-related legal costs for contract reviews, and
charges for trade shows, promotions and travel. We expect these expenses will
increase in absolute dollars in future periods based on an increase in sales and
marketing personnel and increased commission payments on higher sales volumes.
General and administrative expenses. General and administrative expenses
consist primarily of salaries, share-based compensation and associated costs for
employees engaged in finance, human resources and administrative activities and
charges for accounting and corporate legal fees. We expect these expenses will
increase in absolute dollars in future periods based on an increase in personnel
to meet the requirements associated with our anticipated growth and costs
associated with being a public company.
Taxes on Income. Our operations in Israel have been granted "Approved
Enterprise" status by the Investment Center of the Israeli Ministry of Industry,
Trade and Labor, which makes us eligible for tax benefits under the Israeli Law
for Encouragement of Capital Investments, 1959. Under the terms of the Approved
Enterprise program, income that is attributable to our operations in Yokneam,
Israel will be exempt from income tax for a period of ten years commencing when
we first generate taxable income (after setting off our losses from prior
years). Income that is attributable to our operations in Tel Aviv, Israel will
be exempt from income tax for a period of two years commencing when we first
generate taxable income (after setting off our losses from prior years), and
will be subject to a reduced income tax rate (generally 10-25%, depending on the
percentage of foreign investment in our company) for the following five to eight
years.
The change in our effective income tax rate in 2008 reflects the impact of
releasing the valuation allowance in Israel as of December 31, 2007. The 35%
effective tax rate is the blend of geographic income in the U.S. and Israel at
their respective statutory rates, adjusted for permanent differences. Management
currently expects the Israeli Approved Enterprise Tax Holiday will begin in 2009
and our effective tax rate will be materially reduced as a result.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with
generally accepted accounting principles. The preparation of these consolidated
financial statements requires us to make estimates and assumptions that affect
the reported amounts of assets, liabilities, revenues, expenses and related
disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our
estimates are based on historical experience and various other assumptions that
we believe to be reasonable under the circumstances. Our actual results could
differ from these estimates.
We believe that the assumptions and estimates associated with revenue
recognition, allowance for doubtful accounts, inventory valuation, warranty
provision, income taxes and share-based compensation have the greatest potential
impact on our consolidated financial statements. Therefore, we consider these to
be our critical accounting policies and estimates. For further information on
all of our significant accounting policies, please see Note 1 of the
accompanying notes to our consolidated financial statements.
See our Annual Report on Form 10-K for the year ended December 31, 2007,
filed with the SEC on March 24, 2008, for a discussion of additional critical
accounting policies and estimates. We believe there have been no significant
changes in our critical accounting policies as compared to what was previously
disclosed in the Form 10-K for the year ended December 31, 2007.
Results of Operations
The following table sets forth our consolidated statements of operations as a
percentage of revenues for the periods indicated:
Three Months Ended Six Months Ended
June 30, June 30,
2008 2007 2008 2007
Total Revenues 100 % 100 % 100 % 100 %
Cost of revenues (20 ) (25 ) (22 ) (25 )
Gross profit 80 75 78 75
Operating expenses:
Research and development 36 28 34 31
Sales and marketing 14 15 14 16
General and administrative 7 8 7 8
Total operating expenses 57 51 55 55
Income from operations 23 24 23 20
Other income, net 3 9 3 7
Provision for taxes on income (10 ) (5 ) (9 ) (3 )
Net income 16 28 17 24
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Comparison of the Three Months Ended June 30, 2008 to the Three Months Ended
June 30, 2007
Revenues. Revenues were approximately $28.2 million for the three months
ended June 30, 2008 compared to approximately $19.8 million for the three months
ended June 30, 2007, representing an increase of 43%. This increase in revenues
resulted from increased unit sales of approximately 14% and an increase in
average sales prices of 25% primarily due to changes in product mix. The
increase in unit sales was primarily due to increased purchases by Sun
Microsystems, QLogic and Supermicro Computer, which accounted for 18%, 14% and
11%, respectively, of our revenues for the three months ended June 30, 2008 and
increased purchases by SGI and Network Appliance, each of which accounted for
less than 10%, of our revenue for the three months ended June 30, 2008. These
increases in unit sales were partially offset partially by reduced purchases by
Cisco and Voltaire. Current quarter revenues are not necessarily indicative of
the results to be anticipated for the entire year ending December 31, 2008 or
thereafter.
Gross Profit and Margin. Gross profit was approximately $22.5 million for the
three months ended June 30, 2008 compared to $14.9 million for the three months
ended June 30, 2007, representing an increase of 51%. As a percentage of
revenues, gross margin increased to 79.8% in the three months ended June 30,
2008 from 75.1% in the three months ended June 30, 2007. This increase in gross
margin was due to higher mix of ICs versus HCA cards, increased sales of
double-data rate, or DDR, products and the introduction of our next generation
quadruple-data rate, or QDR, products for which we receive higher margins,
partially offset by costs related to the in-house manufacturing of newly
introduced products. Revenues attributable to DDR products were 84% and 57% of
total revenues for the three months ended June 30, 2008 and 2007, respectively.
Revenues attributable to QDR products were 4% of total revenues in the three
months ended June 30, 2008. In addition, part of the gross margin improvement
was due to a reduction in production costs associated with outsourced labor, raw
materials and volume discounts, and the conclusion of our OCS obligation. This
trend may or may not continue in the near term.
Research and Development. Research and development expenses were
approximately $10.0 million in the three months ended June 30, 2008 compared to
approximately $5.6 million in the three months ended June 30, 2007, representing
an increase of 79%. The
increase consisted of approximately $2.2 million in higher employee related
expenses associated with increased headcount and merit-based salary increases,
an increase in share based compensation of $844,000 primarily due to new option
grants, an increase in new product introduction expenses of $830,000, and higher
depreciation and amortization expenses of approximately $272,000 related to
purchases of equipment and technology licenses. We expect that research and
development expense will increase in absolute dollars in future periods as we
continue to devote resources to develop new products, meet the changing
requirements of our customers, expand into new markets and technologies, and
hire additional personnel.
For a further discussion of share-based compensation included in research and
development expense, see "Share-based compensation expense" below.
Sales and Marketing. Sales and marketing expenses were approximately
$4.0 million for the three months ended June 30, 2008 compared to approximately
$3.0 million for the three months ended June 30, 2007, representing an
approximate increase of 33%. The increase was attributable to higher employee
related expenses of $353,000 associated with increased headcount and merit-based
salary merit, an increase in external sales commissions of $208,000 due to the
increase in sales, an increase in share based compensation of $186,000 primarily
due to new option grants, and increases in advertising and public relations
expenses of $156,000 due to increased tradeshow participation.
For a further discussion of share-based compensation included in sales and
marketing expense, see "Share-based compensation expense" below.
General and Administrative. General and administrative expenses were
approximately $2.1 million for the three months ended June 30, 2008 compared to
approximately $1.5 million for the three months ended June 30, 2007,
representing an increase of 37%. The increase was due to an increase in employee
related expenses of $187,000 associated with increased headcount and merit-based
salary increases, an increase of $175,000 in accounting and audit fees, an
increase of $160,000 in facilities and maintenance expenses, higher share based
compensation of $150,000 due to new option grants, and an increase in other
expenses of $118,000, partially offset by a decrease in legal expenses of
$100,000.
For a further discussion of share-based compensation included in sales and
marketing expense, see "Share-based compensation expense" below.
Other Income, net. Other income, net consists of interest earned on cash and
cash equivalents and short-term investments, and foreign currency exchange gains
and losses. Other income, net was approximately $941,000 for the three months
ended June 30, 2008 compared to approximately $1.8 million for the three months
ended June 30, 2007. The decrease consisted of approximately $750,000 of lower
interest income associated with lower average interest rates paid on investments
and lower foreign currency exchange gains of approximately $129,000.
Provision for Taxes on Income. Provision for taxes on income was
approximately $2.8 million for the three months ended June 30, 2008 compared to
approximately $0.9 million for the three months ended June 30, 2007. The
increase was primarily a result of utilization of certain deferred tax assets
related to net operating losses in Israel that are currently expected to be
utilized before the Approved Enterprise Tax Holiday begins in 2009.
Comparison of the Six Months Ended June 30, 2008 to the Six Months Ended
June 30, 2007
Revenues. Revenues were approximately $53.4 million for the six months ended
June 30, 2008 compared to approximately $36.6 million for the six months ended
June 30, 2007, representing an increase of 46%. This increase in revenues
resulted from increased unit sales of approximately 19% and an increase in
average sales prices of 22%. The increase in unit sales was primarily due to
increased purchases by Sun Microsystems, which accounted for 11% of our revenues
for the six months ended June 30, 2008 and increased purchases by Supermicro
Computer, IBM, Network Appliance and Dell, each of which accounted for less than
10%, of our revenue for the six months ended June 30, 2008. These increases in
unit sales were partially offset by reduced purchases by Cisco and Voltaire.
Year-to-date revenues are not necessarily indicative of the results to be
anticipated for the entire year ending December 31, 2008 or thereafter.
Gross Profit and Margin. Gross profit was approximately $41.7 million for the
six months ended June 30, 2008 compared to $27.4 million for the six months
ended June 30, 2007, representing an increase of 52%. As a percentage of
revenues, gross margin increased to 78.2% in the six months ended June 30, 2008
from 74.9% in the six months ended June 30, 2007. This increase in gross margin
was due to a reduction in production costs associated with outsourced labor, raw
materials and volume discounts and increased sales of our next generation double
data rate, or DDR, products for which we receive higher margins. Revenues
attributable to DDR products were 84% and 51% of total revenues for the six
months ended June 30, 2008 and 2007, respectively.
Research and Development. Research and development expenses were
approximately $18.3 million in the six months ended June 30, 2008 compared to
approximately $11.5 million in the six months ended June 30, 2007, representing
an increase of 58%. The increase consisted of higher employee related expenses
of $4.1 million associated with increased headcount, approximately $1.8 million
of increased share base compensation, higher depreciation and amortization
expenses of approximately $659,000, an increase in facilities related expenses
of $319,000, and an increase in equipment expenses of $106,000 partially offset
by a decrease in new product introduction expenses of $300,000 associated with
introduction of our Connect X product in the prior year.
For a further discussion of share-based compensation included in sales and
marketing expense, see "Share-based compensation expense" below.
Sales and Marketing. Sales and marketing expenses were approximately
$7.4 million for the six months ended June 30, 2008 compared to approximately
$5.8 million for the six months ended June 30, 2007, representing an increase of
approximately 27%. The increase was attributable to higher salary related
expenses of $580,000 associated with increased headcount, an increase in
external commissions of $353,000 due to higher sales, an increase in share based
compensation of $353,000 and higher tradeshow and marketing related expenses of
approximately $189,000.
For a further discussion of share-based compensation included in sales and
marketing expense, see "Share-based compensation expense" below
General and Administrative. General and administrative expenses were
approximately $3.9 million for the six months ended June 30, 2008 compared to
approximately $2.9 million for the six months ended June 30, 2007, representing
an increase of 36%. The increase was due to higher salary related expenses of
$366,000 associated with increase headcount, higher share based compensation of
$314,000, an increase in accounting fees of approximately $257,000, and an
increase in other professional services of $193,000 associated with consulting
and listing fees partially offset by a decrease in legal expenses of $160,000.
Share-based compensation expense. The following table presents details of
total share-based compensation expense that is included in each functional line
item in our consolidated statements of operations:
Three months ended Six months ended
June 30, June 30,
2008 2007 2008 2007
(In thousands)
Cost of goods sold $ 49 $ 18 $ 97 $ 33
Research and development 1,259 415 2,446 690
Sales and marketing 457 271 835 482
General and administrative 272 123 533 220
Total share-based compensation expense $ 2,037 $ 827 $ 3,911 $ 1,425
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At June 30, 2008, there was $24.2 million of total unrecognized share-based
compensation costs related to non-vested share-based compensation arrangements.
The costs are expected to be recognized over a weighted average period of
2.96 years.
Other Income, net. Other income, net consists of interest earned on cash and
cash equivalents and foreign currency exchange gains and losses. Other income,
net was approximately $2.0 million for the six months ended June 30, 2008
compared to approximately $2.7 million for the six months ended June 30, 2007.
The decrease consisted of approximately $328,000 of lower interest income
associated with lower average interest rates paid on investments and higher
foreign exchange losses of approximately $439,000.
Provision for Taxes on Income. Provision for taxes on income was
approximately $4.9 million for the six months ended June 30, 2008 compared to
approximately $1.1 million for the six months ended June 30, 2007. The increase
was primarily a result of
utilization of certain deferred tax assets related to net operating losses in
Israel that are currently expected to be utilized before the Approved Enterprise
Tax Holiday begins in 2009.
Liquidity and Capital Resources
From our inception until our initial public offering in February 2007, we
financed our operations primarily through private placements of our convertible
preferred shares totaling approximately $89.3 million. We incurred net losses
from operations since inception until the second quarter of 2005. On
February 13, 2007, we closed the initial public offering of our ordinary shares.
We sold 6,900,000 ordinary shares in the offering, which number of shares
included the underwriters' exercise in full of their option to purchase up to
900,000 shares to cover over-allotments, at an offering price of $17.00 per
share. Net proceeds generated by the offering, after adjusting for offering
costs, totaled approximately $106 million.
As of June 30, 2008, our principal source of liquidity consisted of cash and
cash equivalents of approximately $73.8 million and short-term investments of
approximately $90.4 million. We currently anticipate that our existing cash and
cash equivalents and short-term investments and our cash flows from operating
activities will be sufficient to fund our operations over the next 12 months
. . .
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