MLNX Mellanox Technologies Ltd

Achieving $305.2 million, up 22% year-over-year

GAAP operating margin 14.6%; Non-GAAP operating margin 28.3%

Mellanox® Technologies, Ltd. (NASDAQ: MLNX), a leading supplier of high-performance, end-to-end interconnect solutions for data center servers and storage systems, today announced preliminary financial results for its first quarter ended March 31, 2019.

“Mellanox delivered record revenue in Q1, achieving 5 percent sequential growth and 22 percent year-over-year growth. All of our product lines grew sequentially, showing the benefits of our diversified data center strategy,” said Eyal Waldman, president and CEO of Mellanox Technologies. “Our R&D execution has resulted in differentiated products, while at the same time we have generated operating margin of 14.6% on a GAAP basis and 28.3% on a non-GAAP basis. Additionally, we increased cash and short-term investments by $114 million during the quarter.”

“Across InfiniBand and Ethernet product lines, our innovations are driving continued market leadership. Our 200 gigabit HDR InfiniBand solutions are enabling the world’s fastest supercomputers and driving our overall InfiniBand growth. During Q1, HDR InfiniBand connected tens-of-thousands of compute and storage end-points across supercomputing, hyperscale, and cloud data centers around the globe to achieve breakthrough performance. Our Ethernet solutions continue to penetrate the market for both adapters and switches. Our market leadership in 25 gigabit per second Ethernet solutions is well established, and our 100 gigabit per second solutions are the fastest growing portion of our Ethernet adapter product line. We are also encouraged by the adoption of our BlueField System-on-a-Chip and SmartNIC technology. With further innovations to come, Mellanox is well-positioned to continue its growth trajectory,” Mr. Waldman concluded.

First Quarter 2019 - Highlights

• Revenue of $305.2 million in the first quarter, an increase of 21.6 percent, compared to $251.0 million in the first quarter of 2018.
• GAAP gross margins of 64.6 percent in the first quarter, compared to 64.5 percent in the first quarter of 2018.
• Non-GAAP gross margins of 68.0 percent in the first quarter, compared to 69.0 percent in the first quarter of 2018.
• GAAP operating income of $44.7 million in the first quarter, compared to $12.0 million in the first quarter of 2018.
• Non-GAAP operating income of $86.3 million in the first quarter, or 28.3 percent of revenue, compared to $52.1 million, or 20.8 percent of revenue in the first quarter of 2018.
• GAAP net income of $48.6 million in the first quarter, compared to $37.8 million in the first quarter of 2018.
• Non-GAAP net income of $86.5 million in the first quarter, compared to $51.4 million in the first quarter of 2018.
• GAAP net income per diluted share of $0.87 in the first quarter, compared to $0.71 in the first quarter of 2018.
• Non-GAAP net income per diluted share of $1.59 in the first quarter, compared to $0.98 in the first quarter of 2018.
• $88.4 million in cash provided by operating activities in the first quarter, compared to $55.4 million in the first quarter of 2018.
• Cash and investments totaled $552.6 million at March 31, 2019, compared to $438.5 million at December 31, 2018.

Commentary regarding Mellanox Acquisition by NVIDIA

As announced on March 11, 2019, NVIDIA Corporation intends to acquire all the issued and outstanding common shares of Mellanox for $125 per share in cash. The acquisition will unite NVIDIA’s strength in accelerated computing with Mellanox’s expertise in high-performance interconnect technology to address the data center market, better serve our customers, and accelerate innovation. Due to the pending acquisition, Mellanox will not hold an earnings conference call and has suspended the practice of providing forward-looking guidance.

Recent Mellanox Press Release Highlights

      • March 18, 2019

Mellanox HDR 200G InfiniBand Deep Learning Acceleration Engines Demonstrates Two Times Higher Performance for Artificial Intelligence (AI) Platforms with NVIDIA

• March 12, 2019 Mellanox Introduces Breakthrough NVMe SNAP™ Technology to Simplify Composable Storage • March 11, 2019

Mellanox and NVIDIA Corporation jointly announce entry into a definitive agreement and plan of merger

• March 5, 2019 Mellanox Showcases Live System Demonstrations of LinkX™ 200G & 400G Cables & Transceivers at OFC 2019 • March 4, 2019 Mellanox Propels JD Cloud to New Levels of Performance and Efficiency • February 25, 2019 HDR 200G InfiniBand Sets New Performance Records, Accelerating Multiple High-Performance Computing and Artificial Intelligence Platforms Around the World • January 30, 2019 Mellanox Delivers Record Fourth Quarter and Annual 2018 Results, Exceeded $1 Billion in Annual Revenue in 2018 • January 22, 2019 CSC, the Finnish IT Center for Science, and the Finnish Meteorological Institute Select 200 Gigabit HDR InfiniBand to Accelerate Multi-Phase Supercomputer Program • January 7, 2019 Mellanox 200 Gigabit HDR InfiniBand to Accelerate a World-Leading Supercomputer at the High-Performance Computing Center of the University of Stuttgart (HLRS) • January 3, 2019 Mellanox to Report Fourth Quarter 2018 Financial Results on January 30, 2019  

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, unlocking system performance and improving security. 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, cloud, storage, cyber security, telecom and financial services. More information is available at: www.mellanox.com.

Mellanox has achieved and maintained the highest ISS Quality Score possible beginning in May of 2017 and through the date of this release, April 16, 2019.

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 and other charges, restructuring and impairment charges, gain on sale of investment in a private company, non-operating foreign exchange gains and losses, and income tax effects and adjustments. Acquisition and other charges include expenses related to acquisitions of other companies, expenses related to the proxy contest, and expenses related to the pending acquisition of Mellanox by NVIDIA. Restructuring and impairment charges include impairment charges related to our investment in privately-held companies, as well as costs that are the result of restructuring, consisting of employee termination and severance costs, facilities related costs, contract cancellation charges, and impairment of long-lived assets. Gain on sale of investment in a private company represents the realized gain recognized when one of our private company investees was acquired. Non-operating foreign exchange gains and losses include the gains and losses as a result of remeasuring our balance sheet items denominated in foreign currencies and the gains and losses associated with the related hedging instruments. The purpose of income tax effects and adjustments is to exclude tax consequences associated with the above excluded expense items, the non-cash impact on the tax provision pertaining to changes in deferred tax assets associated with carryforward losses, and reversals of valuation allowances. 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 and other charges, restructuring and impairment charges, gain on sale of investment in a private company, non-operating foreign exchange gains and losses, 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, impairment charges, changes related to the utilization 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, statements related to trends in the market for our solutions and services, opportunities for our company in 2019 and beyond, future product capabilities and the acquisition of Mellanox by NVIDIA. 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 revenue 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. Additionally, there are risks, uncertainties and assumptions in connection with the proposed transaction with NVIDIA including, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Mellanox’s business and the price of the ordinary shares of Mellanox, (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the approval of the merger agreement by the shareholders of Mellanox and the receipt of certain governmental and regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the proposed transaction on Mellanox’s business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction, (vi) risks related to diverting management’s attention from Mellanox’s ongoing business operations (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the proposed transaction; and (viii) unexpected costs, charges or expenses resulting from the proposed transaction.

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 22, 2019. All forward-looking statements in this press release, are based on information available to us as of the date hereof, and we assume no obligation to update these forward-looking statements. Amounts reported in this release are preliminary and subject to finalization prior to the filing of our next Quarterly Report on Form 10-Q.

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 March 31, 2019 2018   Total revenues $ 305,217 $ 251,000 Cost of revenues 108,086   88,998   Gross profit 197,131   162,002   Operating expenses: Research and development 92,205 86,426 Sales and marketing 40,097 39,494 General and administrative 19,271 16,516 Restructuring and impairment charges 903   7,587   Total operating expenses 152,476   150,023   Income from operations 44,655 11,979 Interest expense (14 ) (1,171 ) Other income, net 8,245   638   Interest and other, net 8,231   (533 ) Income before taxes on income 52,886 11,446 Provision for (benefit from) taxes on income 4,266   (26,397 ) Net income $ 48,620   $ 37,843   Net income per share — basic $ 0.90   $ 0.73   Net income per share — diluted $ 0.87   $ 0.71   Shares used in computing net income per share: Basic 54,227 51,819 Diluted 55,794 53,646   Mellanox Technologies, Ltd. Reconciliation of Non-GAAP Adjustments (in thousands, except percentages, unaudited)     Three Months Ended March 31, 2019 2018

Reconciliation of GAAP net income to non-GAAP:

GAAP net income $ 48,620 $ 37,843 Adjustments: Share-based compensation expense: Cost of revenues 684 411 Research and development 13,241 8,174 Sales and marketing 5,652 3,599 General and administrative 4,665   2,790   Total share-based compensation expense 24,242 14,974 Amortization of acquired intangibles: Cost of revenues 9,708 10,883 Research and development 192 192 Sales and marketing 1,844   2,230   Total amortization of acquired intangibles 11,744 13,305 Acquisition and other charges: Research and development 90 287 Sales and marketing 30 160 General and administrative 4,654   3,831   Total acquisition and other charges 4,774 4,278 Restructuring and impairment charges: Operating expense 903 7,587 Other income, net 1,755   —   Total restructuring and impairment charges 2,658 7,587 Gain on sale of investment in a private company: Other income, net (9,128 ) — Non-operating foreign exchange loss: Other income, net 2,249 — Tax effects and adjustments 1,359   (26,604 ) Non-GAAP net income $ 86,518   $ 51,383    

Reconciliation of GAAP gross profit to non-GAAP:

Revenues $ 305,217 $ 251,000 GAAP gross profit 197,131 162,002 GAAP gross margin 64.6 % 64.5 % Share-based compensation expense 684 411 Amortization of acquired intangibles 9,708   10,883   Non-GAAP gross profit $ 207,523   $ 173,296   Non-GAAP gross margin 68.0 % 69.0 %  

Reconciliation of GAAP operating expenses to non-GAAP:

GAAP operating expenses $ 152,476 $ 150,023 Share-based compensation expense (23,558 ) (14,563 ) Amortization of acquired intangibles (2,036 ) (2,422 ) Acquisition and other charges (4,774 ) (4,278 ) Restructuring and impairment charges (903 ) (7,587 ) Non-GAAP operating expenses $ 121,205   $ 121,173     Mellanox Technologies, Ltd. Reconciliation of Non-GAAP Adjustments (in thousands, except per share data, unaudited)       Three Months Ended March 31, 2019 2018  

Reconciliation of GAAP income from operations to non-GAAP:

GAAP income (loss) from operations $ 44,655 $ 11,979 GAAP income (loss) from operations % 14.6 % 4.8 % Share-based compensation expense 24,242 14,974 Amortization of acquired intangibles 11,744 13,305 Acquisition and other charges 4,774 4,278 Restructuring charges 903   7,587   Non-GAAP income from operations $ 86,318   $ 52,123   Non-GAAP income from operations % 28.3 % 20.8 %   Shares used in computing GAAP diluted earnings per share 55,794 53,646 Adjustments: Effect of dilutive securities under GAAP (1,567 ) (1,827 ) Total options vested and exercisable 318   821  

Shares used in computing non-GAAP diluted earnings per share

54,545   52,640     GAAP diluted net income per share $ 0.87 $ 0.71 Adjustments: Share-based compensation expense 0.44 0.28 Amortization of acquired intangibles 0.21 0.25 Acquisition and other charges 0.09 0.08 Restructuring and impairment charges 0.05 0.14 Gain on sale of investment in a private company (0.16 ) — Non-operating foreign exchange loss 0.04 — Tax effects and adjustments 0.02 (0.50 ) Effect of dilutive securities under GAAP 0.04 0.03 Total options vested and exercisable (0.01 ) (0.01 ) Non-GAAP diluted net income per share $ 1.59   $ 0.98     Mellanox Technologies, Ltd. Condensed Consolidated Balance Sheets (in thousands, unaudited)     March 31, December 31, 2019 2018 ASSETS Current assets: Cash and cash equivalents $ 75,352 $ 56,766 Short-term investments 477,211 381,724 Accounts receivable, net 171,718 150,625 Inventories 95,656 104,381 Other current assets 23,320   16,942   Total current assets 843,257 710,438 Property and equipment, net 107,509 105,334 Severance assets 5,067 17,043 Intangible assets, net 166,686 179,328 Right of use assets 65,733 — Goodwill 473,916 473,916 Deferred taxes and other long-term assets 95,605   101,139   Total assets $ 1,757,773   $ 1,587,198   LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 63,349 $ 70,336 Accrued liabilities 145,901 121,878 Deferred revenue 22,840 20,558 Lease liability, current 17,730   —   Total current liabilities 249,820 212,772 Accrued severance 6,145 21,645 Deferred revenue 19,565 18,665 Lease liability, long term 53,660 — Other long-term liabilities 33,673   32,468   Total liabilities 362,863   285,550   Shareholders’ equity: Ordinary shares 236 233 Additional paid-in capital 1,023,943 982,677 Accumulated other comprehensive income (loss) 2,322 (1,051 ) Retained earnings 368,409   319,789   Total shareholders’ equity 1,394,910   1,301,648   Total liabilities and shareholders’ equity $ 1,757,773   $ 1,587,198     Mellanox Technologies, Ltd. Condensed Consolidated Statement of Cash Flows (in thousands, unaudited)  

Three Months Ended March 31,

2019   2018   Cash flows from operating activities: Net income $ 48,620 $ 37,843 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 23,962 26,442 Deferred income taxes — (26,827 ) Share-based compensation 24,242 14,974 Gain on short-term investments, net (2,758 ) (886 ) Gain on sale of investment in a private company (9,128 ) — Impairment charges 2,544 139 Changes in assets and liabilities: Accounts receivable (21,093 ) 11,316 Inventories 7,293 (5,654 ) Prepaid expenses and other assets (3,552 ) (1,349 ) Accounts payable (7,407 ) 3,911 Accrued liabilities and other liabilities 25,709   (4,504 ) Net cash provided by operating activities 88,432   55,405   Cash flows from investing activities: Purchase of severance-related insurance policies (90 ) (317 ) Purchase of short-term investments (191,203 ) (20,899 ) Proceeds from sales and maturities of short-term investments 99,256 37,047 Proceeds from sale of investment in a private company 16,887 — Purchase of property and equipment (7,686 ) (7,226 ) Purchase of intangible assets (1,678 ) (6,315 ) Purchase of investments in private companies —   (2,500 ) Net cash used in investing activities (84,514 ) (210 ) Cash flows from financing activities: Principal payments on term debt — (39,000 ) Payments on intangible asset financings (2,303 ) (2,173 ) Proceeds from issuances of ordinary shares through employee equity incentive plans 17,027   14,058   Net cash provided by (used in) financing activities 14,724   (27,115 ) Net increase in cash, cash equivalents, and restricted cash 18,642 28,080 Cash, cash equivalents, and restricted cash at beginning of period 64,650   70,498   Cash, cash equivalents, and restricted cash at end of period $ 83,292   $ 98,578    

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Mellanox Technologies, Ltd.

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