MELLANOX TECHNOLOGIES, LTD. FORM 10-K (Annual Report) Filed 02/28/14 for the Period Ending 12/31/13 Address 350 OAKMEAD PARKWAY, SUITE 100 SUNNYVALE, CA 94085 Telephone 408-970-3400 CIK 0001356104 Symbol MLNX SIC Code 3674 - Semiconductors and Related Devices Industry Semiconductors Sector Technology Fiscal Year 12/31 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Use these links to rapidly review the document TABLE OF CONTENTS PART III Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended: December 31, 2013 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-33299 MELLANOX TECHNOLOGIES, LTD. (Exact name of registrant as specified in its charter) Israel 98 -0233400 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Mellanox Technologies, Ltd. Beit Mellanox, Yokneam, Israel 20692 (Address of principal executive offices, including zip code) +972-4-909-7200 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class: Name of Each Exchange on Which Registered: Ordinary shares, nominal value NIS 0.0175 per share The NASDAQ Stock Market, Inc. Securities registered pursuant to Section 12(g) of the Act: None (Title of Class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10 -K or any amendment to this Form 10 -K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes No The aggregate market value of the registrant's ordinary shares, nominal value NIS 0.0175 per share, held by non-affiliates of the registrant on June 28, 2013, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $1.7 billion (based on the closing sales price of the registrant's ordinary shares on that date). Ordinary shares held by each director and executive officer of the registrant, as well as shares held by each holder of more than 10% of the ordinary shares known to the registrant, have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not a determination for other purposes. The total number of shares outstanding of the registrant's ordinary shares, nominal value NIS 0.0175 per share, as of February 20, 2014, was 44,317,238. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Definitive Proxy Statement, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with the 2014 Annual General Meeting of Shareholders of Mellanox Technologies, Ltd. (hereinafter referred to as the "Proxy Statement") are incorporated by reference in Part III of this report. Such Proxy Statement will be filed with the Securities and Exchange Commission not later than 120 days after the conclusion of the registrant's fiscal year ended December 31, 2013. Table of Contents MELLANOX TECHNOLOGIES, LTD. Page No. PART I ITEM 1. Business 3 ITEM 1A. Risk Factors 19 ITEM 1B. Unresolved Staff Comments 38 ITEM 2. Properties 38 ITEM 3. Legal Proceedings 38 ITEM 4. Mine Safety Disclosures 38 PART II ITEM 5. Market For Registrant's Ordinary Shares, Related Shareholder Matters and Issuer Purchases of Equity Securities 39 ITEM 6. Selected Financial Data 41 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 42 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 58 ITEM 8. Financial Statements and Supplementary Data 59 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 60 ITEM 9A. Controls and Procedures 60 ITEM 9B. Other Information 61 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 61 ITEM 11. Executive Compensation 62 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 62 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 62 ITEM 14. Principal Accountant Fees and Services 62 PART IV ITEM 15. Exhibits and Financial Statement Schedules 62 Signatures 111 2 Table of Contents PART I SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This report includes forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management's good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: • the impact of worldwide economic conditions on us, our customers and our vendors; • the impact of any acquisitions or investments in other companies; • our ability to resume and maintain adequate revenue growth; • market adoption of InfiniBand; • our ability to accurately forecast customer demand; • our dependence on a relatively small number of customers; • competition and competitive factors; • our ability to successfully introduce new products and enhance existing products; • our dependence on third-party subcontractors; • our ability to carefully manage the use of "open source" software in our products; and • other risk factors included under "Risk Factors" in this report. In addition, in this report, the words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "predict," "potential" and similar expressions, as they relate to us, our business and our management, are intended to identify forward-looking statements. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. When used in this report, "Mellanox," the "Company," "we," "our" or "us" refers to Mellanox Technologies, Ltd. and its consolidated subsidiaries unless the context requires otherwise. ITEM 1— BUSINESS Overview We are a fabless semiconductor company that designs, manufactures and sells high-performance interconnect products and solutions primarily based on the InfiniBand and Ethernet standards. Our products facilitate efficient data transmission between servers, storage systems, communications infrastructure equipment and other embedded systems. We operate our business globally and offer 3 Table of Contents products to customers at various levels of integration. The products we offer include integrated circuits ("ICs"), adapter cards, switch systems cables, modules, software, services