Current Report Filing (8-k)
October 29 2014 - 4:03PM
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): October 29, 2014
CAVIUM, INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction
of incorporation)
001-33435 |
|
77-0558625 |
(Commission
File No.) |
|
(IRS Employer
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 October 29, 2014, Cavium, Inc. (the "Company") issued a press release announcing its financial results for the third
quarter of 2014. 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 October 29, 2014
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: October 29, 2014 |
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 October 29, 2014 |
Cavium Announces Financial Results for Q3 2014
SAN JOSE, Calif., Oct. 29, 2014 /PRNewswire/ -- Cavium, Inc. (NASDAQ: CAVM), a leading provider of highly integrated semiconductor products that enable intelligent processing for networking, communications, and the digital home, today announced financial results for the third quarter ended September 30, 2014.
Revenue in the third quarter of 2014 was $97.8 million, a 7.9% sequential increase from the $90.7 million reported in the second quarter of 2014 and a 23.6% year-over-year increase from the $79.1 million
reported in the third quarter of 2013.
Generally Accepted Accounting Principles (GAAP) Results
Net income attributable to the Company in the third quarter of 2014 was $5.4 million, or $0.10 per diluted share, compared to net loss attributable to the Company of $11.0 million, or $(0.21) per diluted share in the second quarter of 2014. Gross margins were 63.5% in the third quarter of 2014 compared to 62.6% in the second quarter of 2014. Total cash and cash equivalents were $156.3 million at September 30, 2014.
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 third quarter of 2014, Non-GAAP net income was $23.0 million, or $0.40 per diluted share, Non-GAAP gross margin was 65.2% and Non-GAAP operating margin (non-GAAP income from operations as a percentage of revenue) was 24.3%.
Recent News Highlights
- October 1, 2014 - Cavium at ARM Tech Conference 2014
- October 1, 2014 - Cavium Joins Linux Foundation Open Platform for NFV Project
- October 1, 2014 - Cavium Sponsors FreeBSD ARMv8 Based Implementation
- September 17, 2014 - Cavium Demonstrated Multiple OpenDataPlane™ (ODP) Applications at Linaro Connect USA 2014
- September 16, 2014 - Cavium and XPliant Introduced a Fully Programmable Switch Silicon Family Scaling to 3.2 Terabits per Second
- July 30, 2014 - Cavium to Acquire Switching and SDN Specialist Xpliant to Accelerate Deployment of Software Defined Networks
Cavium, Inc. will broadcast its third quarter of 2014 financial results conference call today, October 29, 2014, 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 for networking, communications and the digital home. Cavium offers a broad portfolio of integrated, software-compatible processors ranging in performance from 10 Mbps to 100 Gbps that enable secure, intelligent functionality in enterprise, data-center, broadband/consumer and access and service provider equipment. Cavium 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) |
|
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|
|
| Three Months Ended |
|
| September 30, 2014 |
| June 30, 2014 |
Net revenue | $ | 97,833 |
| $ | 90,681 |
Cost of revenue |
| 35,710 |
|
| 33,897 |
Gross profit |
| 62,123 |
|
| 56,784 |
Operating expenses: |
|
|
|
|
|
Research and development |
| 40,459 |
|
| 38,834 |
Sales, general and administrative |
| 18,141 |
|
| 17,017 |
Total operating expenses |
| 58,600 |
|
| 55,851 |
Income from operations |
| 3,523 |
|
| 933 |
Other expense, net: |
|
|
|
|
|
Interest expense |
| (387) |
|
| (333) |
Change in estimated fair value of variable interest entity's (VIE) notes payable and other |
| (103) |
|
| (13,927) |
Other, net |
| (116) |
|
| (53) |
Total other expense, net |
| (606) |
|
| (14,313) |
Income (loss) before income taxes |
| 2,917 |
|
| (13,380) |
Provision for income taxes |
| 811 |
|
| 311 |
Net income (loss) |
| 2,106 |
|
| (13,691) |
Net loss attributable to non-controlling interest |
| (3,327) |
|
| (2,647) |
Net income (loss) attributable to the Company | $ | 5,433 |
| $ | (11,044) |
Net income (loss) attributable to the Company per common share, basic | $ | 0.10 |
| $ | (0.21) |
Shares used in computing basic net income (loss) per common share |
| 53,786 |
|
| 53,197 |
Net income (loss) attributable to the Company per common share, diluted | $ | 0.10 |
| $ | (0.21) |
Shares used in computing diluted net income (loss) per common share |
| 55,540 |
|
| 53,197 |
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|
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|
CAVIUM, INC. |
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Unaudited Reconciliation of Non-GAAP Adjustments |
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(in thousands) |
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| Three Months Ended |
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| September 30, 2014 |
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| June 30, 2014 |
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Reconciliation of GAAP research and development expenses to non-GAAP: |
|
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GAAP research and development expenses | $ | 40,459 |
|
| $ | 38,834 |
|
Stock-based compensation and related payroll taxes |
| (5,932) |
|
|
| (6,104) |
|
Net restructuring related expenses |
| (307) |
|
|
| (894) |
|
Research and development expenses associated from a VIE |
| (5,870) |
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|
| (5,400) |
|
Non-GAAP research and development expenses | $ | 28,350 |
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| $ | 26,436 |
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Reconciliation of GAAP sales, general and administrative expenses to non-GAAP: |
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GAAP sales, general and administrative expenses | $ | 18,141 |
|
| $ | 17,017 |
|
Stock-based compensation and related payroll taxes |
| (5,071) |
|
|
| (4,525) |
|
Amortization of acquired intangible assets |
| (35) |
|
|
| (35) |
|
Net restructuring related expenses |
| (188) |
|
|
| (218) |
|
Sales, general and administrative expenses associated from a VIE |
| (1,169) |
|
|
| (404) |
|
Non-GAAP sales, general and administrative expenses | $ | 11,678 |
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| $ | 11,835 |
|
Total Non-GAAP operating expenses | $ | 40,028 |
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| $ | 38,271 |
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Reconciliation of GAAP non-operating expenses to non-GAAP: |
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GAAP non-operating expenses | $ | (606) |
|
| $ | (14,313) |
|
Change in estimated fair value of VIE's notes payable and other |
| 103 |
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|
| 13,927 |
|
Non-operating expenses associated from a VIE |
| 509 |
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|
| 337 |
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Total Non-GAAP non-operating income (expense) | $ | 6 |
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| $ | (49) |
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CAVIUM, INC. |
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Unaudited Reconciliation of Non-GAAP Adjustments |
|
(in thousands, except per share data and percentages) |
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| Three Months Ended |
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| September 30, 2014 |
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| June 30, 2014 |
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Reconciliation of GAAP gross profit & margin to non-GAAP: |
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Net revenue | $ | 97,833 |
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| $ | 90,681 |
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GAAP gross profit |
| 62,123 |
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|
| 56,784 |
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GAAP gross margin |
| 63.5 | % |
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| 62.6 | % |
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Stock-based compensation and related payroll taxes |
| 254 |
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| 258 |
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Amortization of acquired intangible assets |
| 1,267 |
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|
| 1,267 |
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Net restructuring related expenses |
| 158 |
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| 172 |
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Non-GAAP gross profit | $ | 63,802 |
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| $ | 58,481 |
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Non-GAAP gross margin |
| 65.2 | % |
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| 64.5 | % |
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Reconciliation of GAAP income from operations to non-GAAP income from operations: |
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GAAP income from operations | $ | 3,523 |
|
| $ | 933 |
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Stock-based compensation and related payroll taxes |
| 11,257 |
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|
| 10,887 |
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Amortization of acquired intangible assets |
| 1,302 |
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|
| 1,302 |
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Net restructuring related expenses |
| 653 |
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|
| 1,284 |
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Loss from operations of a variable interest entity |
| 7,039 |
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|
| 5,804 |
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Non-GAAP income from operations | $ | 23,774 |
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| $ | 20,210 |
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Non-GAAP income from operations as a percentage of revenue |
| 24.3 | % |
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| 22.3 | % |
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Reconciliation of GAAP net income (loss) to non-GAAP net income: |
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GAAP net income (loss) attributable to the Company | $ | 5,433 |
|
| $ | (11,044) |
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Non-GAAP adjustments: |
|
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Stock-based compensation and related payroll taxes |
| 11,257 |
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|
| 10,887 |
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Amortization of acquired intangible assets |
| 1,302 |
|
|
| 1,302 |
|
Net restructuring related expenses |
| 653 |
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|
| 1,284 |
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Net loss of a variable interest entity attributable to the Company |
| 4,324 |
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|
| 17,421 |
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Total of non-GAAP adjustments |
| 17,536 |
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|
| 30,894 |
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Non-GAAP net income | $ | 22,969 |
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| $ | 19,850 |
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GAAP net income (loss) attributable to the Company per share, diluted | $ | 0.10 |
|
| $ | (0.21) |
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Non-GAAP adjustments detailed above |
| 0.30 |
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|
| 0.56 |
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Non-GAAP net income attributable to the Company per share, diluted | $ | 0.40 |
|
| $ | 0.35 |
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GAAP weighted average shares, diluted |
| 55,540 |
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|
| 53,197 |
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Non-GAAP share adjustment |
| 2,236 |
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|
| 4,123 |
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Non-GAAP weighted average shares, diluted |
| 57,776 |
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|
| 57,320 |
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CAVIUM, INC. |
|
Unaudited GAAP Condensed Consolidated Balance Sheets |
|
(in thousands) |
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|
| As of September 30, 2014 |
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| As of June 30, 2014 |
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Assets |
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Current assets |
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Cash and cash equivalents | $ | 156,330 |
|
| $ | 140,580 |
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Accounts receivable, net |
| 45,278 |
|
|
| 52,141 |
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Inventories |
| 54,083 |
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|
| 56,750 |
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Prepaid expenses and other current assets |
| 7,240 |
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|
| 7,903 |
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Total current assets |
| 262,931 |
|
|
| 257,374 |
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Property and equipment, net |
| 33,298 |
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|
| 30,319 |
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Intangible assets, net |
| 39,082 |
|
|
| 39,161 |
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Goodwill |
| 71,478 |
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|
| 71,478 |
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Other assets |
| 1,863 |
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|
| 1,600 |
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Total assets | $ | 408,652 |
|
| $ | 399,932 |
|
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Liabilities and Equity |
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Current liabilities |
|
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Accounts payable | $ | 23,039 |
|
| $ | 28,466 |
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Other accrued expenses and other current liabilities |
| 9,640 |
|
|
| 10,196 |
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Deferred revenue |
| 7,786 |
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|
| 8,151 |
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Notes payable and other |
| 29,800 |
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|
| 29,697 |
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Capital lease and technology license obligations |
| 17,066 |
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|
| 16,375 |
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Total current liabilities |
| 87,331 |
|
|
| 92,885 |
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Capital lease and technology license obligations, net of current |
| 10,198 |
|
|
| 11,557 |
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Deferred tax liability |
| 2,675 |
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|
| 2,461 |
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Other non-current liabilities |
| 2,532 |
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|
| 2,521 |
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Total liabilities |
| 102,736 |
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|
| 109,424 |
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Equity |
|
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Common stock |
| 54 |
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|
| 54 |
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Additional paid-in capital |
| 488,012 |
|
|
| 474,710 |
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Accumulated deficit |
| (160,321) |
|
|
| (165,754) |
|
Total stockholders' equity attributable to the Company |
| 327,745 |
|
|
| 309,010 |
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Non-controlling interest |
| (21,829) |
|
|
| (18,502) |
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Total equity |
| 305,916 |
|
|
| 290,508 |
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Total liabilities and equity | $ | 408,652 |
|
| $ | 399,932 |
|
CONTACT: Art Chadwick, Vice President of Finance and Administration and Chief Financial Officer, Tel: (408) 943-7104, Email: art.chadwick@cavium.com, Angel Atondo, Senior Marketing Communications Manager, Tel: (408) 943-7417, Email: angel.atondo@cavium.com
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