Form 6-K SILICOM LTD. For: Apr 27
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April, 2015
Commission File Number 000-23288
SILICOM LTD.
(Translation of Registrant’s name into English)
8 Hanagar St., P.O.Box 2164, Kfar-Sava 44425, Israel
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):___
On April 27, 2015, the Registrant issued a press release announcing the Registrant's first quarter 2015 financial results. Attached hereto are the following exhibits:
|
Exhibit 99.1
|
Press Release
|
The US GAAP information set forth on the Consolidated Balance Sheet and Consolidated Statement of Operations in the financial tables on Pages 4 and 5 of Exhibit 99.1 is hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933.
SIGNATURES
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, thereunto duly authorized.
|
SILICOM LTD.
(Registrant)
|
|||
|
Date: April 27, 2015
|
By:
|
/s/ Eran Gilad
|
|
|
Eran Gilad
|
|||
|
Chief Financial Officer
|
|||
Exhibit 99.1
FOR IMMEDIATE RELEASE
EARNINGS RELEASE
Silicom Reports Financial Results
for the 1st Quarter of 2015
- $18.8M Revenues Yields $3.8M Net Income -
KFAR SAVA, Israel, April 27, 2015 - Silicom Ltd. (NASDAQ: SILC, TASE: SILC), an industry-leading provider of high-performance networking and data infrastructure solutions, today reported its financial results for the first quarter ended March 31, 2015.
Financial Results
Revenues for the first quarter totalled $18.8 million compared with $19.0 million in the first quarter of 2014.
On a GAAP basis, operating income for the period totalled $3.3 million compared with $4.6 million for the first quarter of 2014. Net income for the quarter totalled $3.0 million, or $0.41 per share (basic and diluted) compared with $4.0 million, or $0.55 per diluted share ($0.56 per basic share) for the first quarter of 2014.
On a non-GAAP basis (as described and reconciled below), operating income for the period totalled $4.3 million compared with $4.8 million in the first quarter of 2014. Non-GAAP net income for the period totalled $3.8 million, or $0.52 per diluted share ($0.53 per basic share) compared with $4.2 million, or $0.57 per diluted share ($0.58 per basic share) in the first quarter of 2014.
Comments of Management
Commenting on the results, Shaike Orbach, President and CEO, said, “The first quarter was another period of on-track performance during which we secured high-potential Design Wins from both new and existing customers, delivered a rising gross margin, integrated our recent acquisition, declared a significant dividend and continued with our strategic progress.
“From a sales perspective, we were pleased to close two new Design Wins with major cyber security players, a market that is just taking off: one with a strategic new customer that we believe will become a multi-million dollar client, and a significant expansion/ramp-up Win from a top-tier network security firm. In parallel, after completing the Fiberblaze acquisition in December, we began immediately to benefit from synergies, both in terms of the interest our customers have expressed in solutions that combine Silicom and Fiberblaze technologies, and in increased interest in Fiberblaze-only solutions now that they are backed by a bigger company. Last but not least, we were pleased to declare another yearly dividend, creating shareholder value while demonstrating once again our confidence in the Company’s excellent future prospects.”
Conference Call Details
Silicom’s Management will host an interactive conference today, April 27th, at 9am Eastern Time (6am Pacific Time, 4pm Israel Time) to review and discuss the results.
To participate, please call one of the following teleconferencing numbers. Please begin placing your calls at least 10 minutes before the conference call commences. If you are unable to connect using the toll-free numbers, try the international dial-in number.
US: 1 888 668 9141
UK: 0 800-917-5108
ISRAEL: 03 918 0609
INTERNATIONAL: +972 3 918 0609
At: 9:00am Eastern Time, 6:00am Pacific Time, 4:00pm Israel Time
For those unable to listen to the live call, a replay of the call will be available for three months from the day after the call under the investor relations section of Silicom’s website.
***
Non-GAAP Financial Measures
This release, including the financial tables below, presents other financial information that may be considered "non-GAAP financial measures" under Regulation G and related reporting requirements promulgated by the Securities and Exchange Commission as they apply to our company. These non-GAAP financial measures exclude compensation expenses in respect of options and RSUs granted to directors, officers and employees, acquisition-related expenses, adjustment of inventory step up related to acquisition, amortization of acquired intangible assets, changes in the fair value of contingent consideration from a business combination, as well as taxes on amortization of acquired intangible assets. Non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, GAAP financial measures. The tables also present the GAAP financial measures, which are most comparable to the non-GAAP financial measures as well as reconciliation between the non-GAAP financial measures and the most comparable GAAP financial measures. The non-GAAP financial information presented herein should not be considered in isolation from or as a substitute for operating income, net income or per share data prepared in accordance with GAAP.
About Silicom
Silicom Ltd. is an industry-leading provider of high-performance networking and data infrastructure solutions. Designed primarily to increase data center efficiency, Silicom’s solutions dramatically improve the performance and availability of networking appliances and other server-based systems.
Silicom’s products are used by a large and growing base of OEM customers, many of whom are market leaders, as performance-boosting solutions for their offerings in the Cyber Security, Network Monitoring and Analytics, Traffic Management, Application Delivery, WAN Optimization, High Frequency Trading and other mission-critical segments within the fast-growing data center, enterprise networking, virtualization, cloud computing and big data markets. Silicom’s product portfolio includes multi-port 1/10/40/100 Gigabit Ethernet server adapters, Intelligent Bypass solutions, Encryption accelerators, Ultra Low Latency solutions, Time Stamping and other innovative Smart adapters. These products are available for incorporation directly into our OEM customers' systems, or provided as part of Silicom’s patented SETAC (Server To Appliance Converter), a unique approach to the provision of high quality standard platforms with modular front connectivity.
For more information, please visit: www.silicom.co.il
Statements in this press release which are not historical data are forward-looking statements which involve known and unknown risks, uncertainties, or other factors not under the Company's control, which may cause actual results, performance, or achievements of the Company to be materially different from the results, performance, or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. The Company disclaims any duty to update such statements.
|
Company Contact:
Eran Gilad, CFO
Silicom Ltd.
Tel: +972-9-764-4555
E-mail: [email protected]
|
Investor relations contact:
Kenny Green / Ehud Helft
GK Investor Relations
Tel: +1 646 201 9246
E-mail : [email protected]
|
-- FINANCIAL TABLES FOLLOW –
Silicom Ltd. Consolidated Balance Sheets
(US$ thousands)
|
March 31,
|
December 31,
|
|||||||
|
2015
|
2014
|
|||||||
|
Assets
|
||||||||
|
Current assets
|
||||||||
|
Cash and cash equivalents
|
$ | 19,324 | $ | 17,890 | ||||
|
Short-term bank deposits
|
4,000 | 4,000 | ||||||
|
Marketable securities
|
8,639 | 15,167 | ||||||
|
Accounts receivables: Trade, net
|
17,142 | 18,831 | ||||||
|
Accounts receivables: Other
|
1,624 | 1,632 | ||||||
|
Inventories
|
27,418 | 25,449 | ||||||
|
Deferred tax assets
|
632 | 567 | ||||||
|
Total current assets
|
78,779 | 83,536 | ||||||
|
Marketable securities
|
29,457 | 20,358 | ||||||
|
Assets held for employees’ severance benefits
|
1,409 | 1,425 | ||||||
|
Deferred tax assets
|
413 | 346 | ||||||
|
Property, plant and equipment, net
|
3,402 | 2,458 | ||||||
|
Intangible assets, net
|
1,888 | 2,071 | ||||||
|
Goodwill
|
12,242 | 12,242 | ||||||
|
Total assets
|
$ | 127,590 | $ | 122,436 | ||||
|
Liabilities and shareholders' equity
|
||||||||
|
Current liabilities
|
||||||||
|
Trade accounts payable
|
$ | 6,062 | $ | 8,236 | ||||
|
Other accounts payable and accrued expenses
|
8,817 | 5,783 | ||||||
|
Contingent consideration
|
4,925 | 4,728 | ||||||
|
Deferred tax liabilities
|
234 | 259 | ||||||
|
Total current liabilities
|
20,038 | 19,006 | ||||||
|
Liability for employees’ severance benefits
|
2,371 | 2,414 | ||||||
|
Deferred tax liabilities
|
248 | 284 | ||||||
|
Total liabilities
|
22,657 | 21,704 | ||||||
|
Shareholders' equity
|
||||||||
|
Ordinary shares and additional paid-in capital
|
42,481 | 41,266 | ||||||
|
Treasury shares
|
(38 | ) | (38 | ) | ||||
|
Retained earnings
|
62,490 | 59,504 | ||||||
|
Total shareholders' equity
|
104,933 | 100,732 | ||||||
|
Total liabilities and shareholders' equity
|
$ | 127,590 | $ | 122,436 | ||||
Silicom Ltd. Consolidated Statements of Operations
(US$ thousands, except for share and per share data)
|
Three-month period
|
||||||||
|
ended March 31,
|
||||||||
|
2015
|
2014
|
|||||||
|
Sales
|
$ | 18,763 | $ | 19,004 | ||||
|
Cost of sales
|
10,892 | 11,266 | ||||||
|
Gross profit
|
7,871 | 7,738 | ||||||
|
Research and development expenses
|
2,298 | 1,458 | ||||||
|
Selling and marketing expenses
|
1,293 | 980 | ||||||
|
General and administrative expenses
|
953 | 666 | ||||||
|
Total operating expenses
|
4,544 | 3,104 | ||||||
|
Operating income
|
3,327 | 4,634 | ||||||
|
Financial income, net
|
109 | 105 | ||||||
|
Income before income taxes
|
3,436 | 4,739 | ||||||
|
Income taxes
|
450 | 691 | ||||||
|
Net income
|
$ | 2,986 | $ | 4,048 | ||||
|
Basic income per ordinary share (US$)
|
$ | 0.41 | $ | 0.56 | ||||
|
Weighted average number of ordinary shares used to compute basic income per share (in thousands)
|
7,246 | 7,176 | ||||||
|
Diluted income per ordinary share (US$)
|
$ | 0.41 | $ | 0.55 | ||||
|
Weighted average number of ordinary shares used to compute diluted income per share (in thousands)
|
7,366 | 7,343 | ||||||
Silicom Ltd. Reconciliation of Non-GAAP Financial Results
(US$ thousands, except for share and per share data)
|
Three-month period
|
||||||||
|
ended March 31,
|
||||||||
|
2015
|
2014
|
|||||||
|
GAAP gross profit
|
$ | 7,871 | $ | 7,738 | ||||
|
(1) Share-based compensation (*)
|
26 | 24 | ||||||
|
(2) Adjustment of inventory step up related to acquisition
|
95 | - | ||||||
|
Non-GAAP gross profit
|
$ | 7,992 | $ | 7,762 | ||||
|
GAAP operating income
|
$ | 3,327 | $ | 4,634 | ||||
|
Gross profit adjustments
|
121 | 24 | ||||||
|
(1) Share-based compensation (*)
|
338 | 104 | ||||||
|
(3) Acquisition-related expenses
|
88 | - | ||||||
|
(4) Amortization of acquired intangible assets
|
181 | 17 | ||||||
|
(5) Changes in the fair value of contingent consideration
|
197 | - | ||||||
|
Non-GAAP operating income
|
$ | 4,252 | $ | 4,779 | ||||
|
GAAP net income
|
$ | 2,986 | $ | 4,048 | ||||
|
Operating income adjustments
|
925 | 145 | ||||||
|
(6) Taxes on amortization of acquired intangible assets
|
(62 | ) | - | |||||
|
Non-GAAP net income
|
$ | 3,849 | $ | 4,193 | ||||
|
GAAP net income
|
$ | 2,986 | $ | 4,048 | ||||
|
Adjustments for Non-GAAP cost of sales
|
121 | 24 | ||||||
|
Adjustments for Non-GAAP Research and development expenses
|
299 | 57 | ||||||
|
Adjustments for Non-GAAP Selling and marketing expenses
|
163 | 32 | ||||||
|
Adjustments for Non-GAAP General and administrative expenses
|
342 | 32 | ||||||
|
Adjustments for Non-GAAP Income taxes
|
(62 | ) | - | |||||
|
Non-GAAP net income
|
$ | 3,849 | $ | 4,193 | ||||
|
GAAP basic income per ordinary share (US$)
|
$ | 0.41 | $ | 0.56 | ||||
|
(1) Share-based compensation (*)
|
0.05 | 0.02 | ||||||
|
(2-6) Acquisition-related adjustments
|
0.07 | - | ||||||
|
Non-GAAP basic income per ordinary share (US$)
|
$ | 0.53 | $ | 0.58 | ||||
|
GAAP diluted income per ordinary share (US$)
|
$ | 0.41 | $ | 0.55 | ||||
|
(1) Share-based compensation (*)
|
0.05 | 0.02 | ||||||
|
(2-6) Acquisition-related adjustments
|
0.06 | - | ||||||
|
Non-GAAP diluted income per ordinary share (US$)
|
$ | 0.52 | $ | 0.57 | ||||
(*) Adjustments related to share-based compensation expenses according to ASC topic 718 (SFAS 123 (R))