GigPeak Reports Record Financial Performance for the Fourth Quarter and Fiscal Year 2016 and Enters Into a Definitive Agreement to Be Acquired in an All Cash Transaction by Integrated Device Technology, Inc.

SAN JOSE, Calif.--()--GigPeak, Inc. (NYSE MKT:GIG):

“Reconciliation of GAAP to Non-GAAP Financial Information”

  • In a separate announcement, it was announced today that GigPeak has entered into a definitive agreement to be acquired in an all cash transaction by Integrated Device Technology, Inc. (IDT®) (NASDAQ: IDTI), for total cash consideration of $3.08 per share, or approximately $250 million in cash, including various expenses and amounts paid to employees and directors
  • Under the terms of the agreement, IDT will commence a cash tender offer for all outstanding shares of GigPeak for $3.08 per share in cash. This per share consideration would represent a premium of approximately 22% to GigPeak’s closing share price on February 10, 2017, and an approximately 30% premium to its last 9-month average trading price as of February 10, 2017
  • The transaction has been unanimously approved by the board of directors of both companies, with closing expected during second quarter of calendar 2017, and the Board of Directors of GigPeak has resolved to recommend that stockholders accept the offer, once it is commenced
  • Due to the announced definitive agreement with Integrated Device Technology, Inc., GigPeak will not be holding the previously announced conference call today to discuss its fourth quarter and fiscal year financial results

GigPeak Financial Results

  • FY16 record revenue of $58.7 million, an increase of 45 percent above the $40.4 million in FY15
  • FY16 record GAAP net income of $2.2 million, or net income of $0.04 per diluted share, up from net income of $1.2 million, or $0.03 per diluted share in FY15
  • FY16 record non-GAAP net income of $12.1 million, or net income of $0.20 per diluted share, up from net income $7.3 million, or $0.19 per diluted share in FY15. The earnings per diluted share results for FY16 and FY15 are based on an average diluted share count of 61.4 million and 38.1 million shares, respectively
  • FY16 record Adjusted EBITDA of $16.5 million, up from $10.1 million in FY15
  • Q4 FY16 record revenue of $16.2 million, up 3 percent from $15.8 million in Q3 FY16, and up 46 percent from $11.1 million in Q4 FY15
  • Q4 FY16 record GAAP and non-GAAP gross margin of 71 percent and 74 percent, respectively. This compares with GAAP and non-GAAP gross margin of 67 percent and 72 percent, respectively, in Q3 FY16, and 65 percent and 67 percent, respectively, in Q4 FY15
  • Q4 FY16 GAAP and record non-GAAP net income of $1.5 million and $3.6 million, respectively. This compares with GAAP and non-GAAP net income of $0.7 million and $3.5 million, respectively, in Q3 FY16, and $0.3 million and $2.2 million, respectively, in Q4 FY15
  • Q4 FY16 GAAP and non-GAAP earnings per diluted share of $0.02 and $0.05, respectively. This compares with GAAP and non-GAAP earnings per diluted share $0.01 and $0.05, respectively, in Q3 FY16, and $0.01 and $0.05, respectively, in Q4 FY15. The earnings per diluted share results were based on share counts of 70.4 million, 69.4 million, and 47.1 million in Q4 FY16, Q3 FY16 and Q4 FY15, respectively
  • Q4 FY16 Adjusted EBITDA was a record of $5.0 million, and compares with $4.6 million in Q3 FY16 and $2.9 million in Q4 FY15
  • Cash and cash equivalents and restricted cash as of December 31, 2016, were $35.8 million, compared with $38.6 million at the end of Q3 FY16
  • The Company will not be providing a financial outlook due to the announced definitive agreement with Integrated Device Technology, Inc.

GigPeak, Inc. (NYSE MKT:GIG), a leading innovator of semiconductor ICs and software solutions for high-speed connectivity and high-quality video compression over the network and the cloud, today announced financial results for its fourth quarter and fiscal year 2016, which ended December 31, 2016.

Fiscal Year 2016 GAAP Results

Total revenue was a record $58.7 million, an increase of 45 percent above the $40.4 million in FY 2015.

Gross margin was a record 68 percent, compared with 63 percent in FY 2015.

Net income was a record $2.2 million, compared with net income of $1.2 million in FY 2015.

Earnings per diluted share were a record $0.04, compared with earnings per diluted share of $0.03 in FY 2015. The earnings per diluted share results for FY16 and FY15 are based on an average diluted share count of 61.4 million and 38.1 million shares, respectively.

Fiscal Year 2016 Non-GAAP Results1

Non-GAAP gross margin was a record 72 percent, compared with 65 percent in FY 2015.

Non-GAAP net income was a record $12.1 million, compared with non-GAAP net income of $7.3 million in FY 2015. Earnings per diluted share were $0.20, up from $0.19 per diluted share in FY 2015.

Adjusted EBITDA1 was a record $16.5 million, compared with $10.1 million in FY 2015.

Fourth Quarter Fiscal 2016 GAAP Results

Total revenue in Q4 FY16 was a record $16.2 million, and compares with revenue of $15.8 million in Q3 FY16, and $11.1 million in Q4 FY15.

Gross margin in Q4 FY16 was 71 percent, and compares with 67 percent in Q3 FY16, and 65 percent in Q4 FY15.

Net income in Q4 FY16 was $1.5 million, or $0.02 per diluted share. This compares with net income of $0.7 million, or $0.01 per share in Q3 FY16, and net income of $0.3 million, or $0.01 per diluted share in Q4 FY15.

The GAAP financial results include costs related to the Company’s acquisition and other strategic development activities, which would not have occurred in the absence of such activity, of approximately $189,000, $745,000, and $846,000 for the periods ended Q4 FY16, Q3 FY16 and Q4 FY15, respectively.

Cash and cash equivalents and restricted cash as of December 31, 2016, were $35.8 million, compared with $38.6 million at the end of Q3 FY16.

Fourth Quarter Fiscal 2016 Non-GAAP Results1

Gross margin for Q4 FY16 was a record 74 percent, and compares with 72 percent in Q3 FY16, and 67 percent in Q4 FY15.

Net income for Q4 FY16 was a record $3.6 million, or $0.05 per diluted share. This compares with net income of $3.5 million, or $0.05 per diluted share in Q3 FY16, and net income of $2.2 million, or $0.05 per diluted share in Q4 FY15. The earnings per diluted share results were based on share counts of 70.4 million, 69.4 million, and 47.1 million in Q4 FY16, Q3 FY16 and Q4 FY15, respectively.

Adjusted EBITDA1 for Q4 FY16 was a record $5.0 million. This compares with Adjusted EBITDA of $4.6 million in Q3 FY16, and Adjusted EBITDA of $2.9 million in Q4 FY15.

“Fiscal 2016 was a transformative year for GigPeak and culminated in the best quarterly and annual financial performance in the Company’s history,” said Dr. Avi Katz, Founder, Chairman and CEO of GigPeak, Inc. “We significantly expanded the product portfolio during the year with the strategic acquisition of Magnum Semiconductor. This addition greatly expanded the addressable markets we serve, namely cloud connectivity, which include the network and broadcast segments, and further diversified our revenue stream. In addition, it increased our customer base and drove additional cross-selling opportunities to existing customers. In FY 2016 we also released a large number of new devices to support next generation data center communication links, as well as advanced optical ASICs.

“Since founding the Company ten years ago, we are delighted that our outstanding achievements in technology, innovation, product diversification and financial performance have proven to be attractive to a respected industry leader such as IDT. We are confident that under the much larger umbrella of IDT, we will be able to generate greater value for our customers, employees and stakeholders. We are confident this acquisition will open new opportunities that will enable our current products and technologies to be synergistic with the larger installed customer base, engineering prowess and worldwide market reach of IDT for many years to come,” said Dr. Katz.

1Non-GAAP Measures - GigPeak reports gross margin, operating income and net income on a Generally Accepted Accounting Principles (GAAP) and non-GAAP basis. In addition, GigPeak reports Adjusted EBITDA. Adjusted EBITDA is defined as net earnings before interest, taxes, other expense (income), net, depreciation and amortization, including amortization of intangibles, stock-based compensation, acquisition and strategic activities related costs and loss on equity method investment. Adjusted EBITDA differs from net earnings, as calculated in accordance with GAAP, in that it excludes the foregoing items. We have made numerous investments in our business, such as acquisitions and capital expenditures, which we believe we have adjusted for in Adjusted EBITDA, and we have used equity as a compensatory method that is also excluded. Adjusted EBITDA also does not give effect to cash used for debt service requirements and thus does not reflect funds available for reinvestments or other discretionary uses. Management believes Adjusted EBITDA and the other non-GAAP financial measures are important indicators of the ongoing operations of GigPeak’s business and provide an additional metric for comparability between reporting periods and provide an additional baseline for analyzing trends in GigPeak’s operations because these financial measures provide a view of our operations that excludes items that management believes are not reflective of the operating performance, such as items traditionally removed from net earnings in the calculation of EBITDA as well as other expense (income), net. As a result, these non-GAAP measures are provided to supplement investors’ overall understanding of, and an enhanced level of transparency into, GigPeak’s financial performance. In addition, Adjusted EBITDA is used in determining compliance with covenants in our term loan and revolving line agreement. Adjusted EBITDA is not presented as an alternative measure of operating performance, as determined in accordance with GAAP; nor should it be considered a substitute for, or superior to the comparable GAAP measures. Rather, these measures should be considered in addition to results prepared in accordance with GAAP. No other adjustments were made during the three month periods and fiscal years ended December 31, 2016 and 2015. A reconciliation of these GAAP to non-GAAP measurements and Adjusted EBITDA for the three months and fiscal years ended December 31, 2016 and 2015, can be found in the “Reconciliation of GAAP to Non-GAAP Financial Information” table attached to this press release.

About GigPeak, Inc.

GigPeak, Inc. (NYSE MKT: GIG) is a leading innovator of semiconductor ICs and software solutions for high-speed connectivity and high-quality video compression over the network and the cloud. The focus of the company is to develop and deliver products that enable lower power consumption and faster data connectivity, more efficient use of network infrastructure, broader connectivity to the cloud, and reduce the total cost of ownership of existing network pipes from the core to the end user. GigPeak addresses both the speed of data transmission and the amount of bandwidth the data consumes within the network, and provides solutions that increase the efficiency of the Internet of Things, leveraging its strength in high-speed connectivity and high-quality video compression. The extended product portfolio provides more flexibility to support changing market requirements from ICs and MMICs through full software programmability and cost-efficient custom ASICs.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements contain words such as “believe,” “will,” and “expect,” or the negative thereof or comparable terminology, and include (without limitation) statements regarding the anticipated consummation of the acquisition of GigPeak and the timing and benefits thereof, products, development and future product demand, bandwidth demand and data traffic growth, addressable markets and additional potential acquisitions. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. These risks include, but are not limited to: the risks related to IDT’s ability to complete the transaction on the proposed terms and schedule; whether IDT or GigPeak will be able to satisfy their respective closing conditions related to the transaction; whether sufficient stockholders of GigPeak tender their shares of GigPeak common stock in the transaction; whether IDT will obtain financing for the transaction on the expected timeline and terms; the outcome of legal proceedings that may be instituted against GigPeak and/or others relating to the transaction; the possibility that competing offers will be made; risks associated with acquisitions, such as the risk that the businesses will not be integrated successfully, that such integration may be more difficult, time-consuming or costly than expected or that the expected benefits of the transaction will not occur; risks related to future opportunities and plans for the acquired company and its products, including uncertainty of the expected financial performance of the acquired company and its products; disruption from the proposed transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the calculations of, and factors that may impact the calculations of, the acquisition price in connection with the proposed merger and the allocation of such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; and the possibility that if the acquired company does not achieve the perceived benefits of the proposed transaction as rapidly or to the extent anticipated by financial analysts or investors, the ability to extend product offerings into new areas or products, the ability to commercialize technology, unexpected occurrences that deter the full documentation and “bring to market” plan for products, trends and fluctuations in the industry, changes in demand and purchasing volume of customers, unpredictability of suppliers, the ability to attract and retain qualified personnel, the ability to move product sales to production levels, the ability to compete for client design-in opportunities, the ability to cross-sell to new clients and to diversify and the success of product sales in new markets or of recently produced product offerings, including bundled product solutions. Additional factors that could cause actual results to differ are discussed under the heading “Risk Factors” and in other sections of the GigPeak filings with the SEC, and in its other current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release are made as of the date hereof, based on information available to GigPeak as of the date hereof, and GigPeak assumes no obligation to update any forward-looking statement.

Additional Information and Where to Find It

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The tender offer for the outstanding shares of GigPeak’s common stock described in this press release has not commenced. At the time the tender offer is commenced, IDT will file or cause to be filed a Tender Offer Statement on Schedule TO with the SEC and GigPeak will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. The Tender Offer Statement (including an Offer to Purchase, a related Letter of Transmittal and other tender offer documents) and the Solicitation/Recommendation Statement will contain important information that should be read carefully before any decision is made with respect to the tender offer. Those materials will be made available to GigPeak’s stockholders at no expense to them by the information agent to the tender offer, which will be announced. In addition, all of those materials (and any other documents filed with the SEC) will be available at no charge on the SEC’s website at www.sec.gov.

 
GIGPEAK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)
 
  December 31,   December 31,   Net Change
  2016     2015  

$

 

%

ASSETS
Current assets:
Cash and cash equivalents $ 35,757 $ 30,245 $ 5,512 18 %
Accounts receivable, net 15,258 10,596 4,662 44 %
Inventories 13,687 6,880 6,807 99 %
Prepaid and other current assets   658     580     78   13 %
Total current assets 65,360 48,301 17,059 35 %
Property and equipment, net 3,840 3,133 707 23 %
Intangible assets, net 26,717 4,530 22,187 490 %
Goodwill 42,977 12,565 30,412 242 %
Restricted cash 87 330 (243 ) (74 %)
Other assets   1,454     251     1,203   479 %
Total assets $ 140,435   $ 69,110   $ 71,325   103 %
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,093 $ 3,659 $ 3,434 94 %
Accrued compensation 3,166 1,782 1,384 78 %
Notes payable, current 2,898 - 2,898 -
Other current liabilities   2,872     2,219     653   29 %
Total current liabilities 16,029 7,660 8,369 109 %
Pension liabilities 345 349 (4 ) (1 %)
Notes payable, net of current portion 9,853 - 9,853 -
Other long-term liabilities   3,896     912     2,984   327 %
Total liabilities   30,123     8,921     21,202   238 %
 
Stockholders' Equity
Common stock 69 45 24 53 %
Additional paid-in capital 213,557 163,036 50,521 31 %
Treasury stock, at cost; 1,781,142 shares and 701,754 as of December 31, 2016 and 2015, respectively (4,972 ) (2,209 ) (2,763 ) 125 %
Accumulated other comprehensive income 440 332 108 33 %
Accumulated deficit   (98,782 )   (101,015 )   2,233   (2 %)
Total stockholders' equity   110,312     60,189     50,123   83 %
Total liabilities and stockholders' equity $ 140,435   $ 69,110   $ 71,325   103 %
 
GIGPEAK, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
  Three months ended   Twelve months ended
December 31,     September 25,     December 31,   December 31,     December 31,  
  2016   %   2016   %   2015   %   2016  

%

  2015  

%

Total revenue $ 16,217 100 % $ 15,796 100 % $ 11,075 100 % $ 58,743 100 % $ 40,394 100 %
Total cost of revenue   4,706   29 %   5,148   33 %   3,858   35 %   18,730   32 %   14,898   37 %
Gross profit   11,511   71 %   10,648   67 %   7,217   65 %   40,013   68 %   25,496   63 %
Research and development expense 5,704 35 % 5,395 34 % 3,383 31 % 20,314 35 % 12,955 32 %
Selling, general and administrative expense   3,808   23 %   4,360   28 %   3,447   31 %   16,336   28 %   11,127   28 %
Total operating expenses   9,512   59 %   9,755   62 %   6,830   62 %   36,650   62 %   24,082   60 %
Income from operations 1,999 12 % 893 6 % 387 3 % 3,363 6 % 1,414 4 %
Interest expense, net (182 ) -1 % (236 ) -1 % (7 ) 0 % (674 ) -1 % (19 ) 0 %
Other income (expense), net   (146 ) -1 %   14   0 %   (53 ) 0 %   (217 ) 0 %   (76 ) 0 %
Income before provision for (benefit from) income taxes 1,671 10 % 671 4 % 327 3 % 2,472 4 % 1,319 3 %
Provision for (benefit from) income taxes   142   1 %   -   0 %   (6 ) 0 %   239   0 %   67   0 %
Income from consolidated companies 1,529 9 % 671 4 % 333 3 % 2,233 4 % 1,252 3 %
Loss on equity method investment   -   0 %   -   0 %   -   0 %   -   0 %   3   0 %
Net income $ 1,529   9 % $ 671   4 % $ 333   3 % $ 2,233   4 % $ 1,249   3 %
 
Basic net income per share $ 0.02 $ 0.01 $ 0.01 $ 0.04 $ 0.03
Diluted net income per share $ 0.02 $ 0.01 $ 0.01 $ 0.04 $ 0.03
 
Weighted average number of shares used in basic net income per share calculation 67,647 67,623 44,317 58,713 36,624
Weighted average number of shares used in diluted net income per share calculation 70,369 69,399 47,128 61,412 38,114
 
GIGPEAK, INC.
NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
  Three months ended   Twelve months ended
December 31,     September 25,     December 31,   December 31,     December 31,  
  2016   %   2016   %   2015   %   2016   %   2015   %
Total revenue $ 16,217 100 % $ 15,796 100 % $ 11,075 100 % $ 58,743 100 % $ 40,394 100 %
Total cost of revenue   4,219   26 %   4,423   28 %   3,680   33 %   16,555   28 %   14,095   35 %
Gross profit   11,998   74 %   11,373   72 %   7,395   67 %   42,188   72 %   26,299   65 %
Research and development expense 5,291 33 % 5,020 32 % 2,991 27 % 18,728 32 % 11,454 28 %
Selling, general and administrative expense   2,646   16 %   2,665   17 %   2,134   19 %   10,277   17 %   7,374   18 %
Total operating expenses   7,937   49 %   7,685   49 %   5,125   46 %   29,005   49 %   18,828   47 %
Income from operations 4,061 25 % 3,688 23 % 2,270 20 % 13,183 22 % 7,471 18 %
Interest expense, net (182 ) -1 % (236 ) -1 % (7 ) 0 % (674 ) -1 % (19 ) 0 %
Other income (expense), net   (146 ) -1 %   14   0 %   (53 ) 0 %   (217 ) 0 %   (76 ) 0 %
Income before provision for (benefit from) income taxes 3,733 23 % 3,466 22 % 2,210 20 % 12,292 21 % 7,376 18 %
Provision for (benefit from) income taxes   142   1 %   -   0 %   (6 ) 0 %   239   0 %   67   0 %
Net income $ 3,591   22 % $ 3,466   22 % $ 2,216   20 % $ 12,053   21 % $ 7,309   18 %
 
Basic net income per share $ 0.05 $ 0.05 $ 0.05 $ 0.21 $ 0.20
Diluted net income per share $ 0.05 $ 0.05 $ 0.05 $ 0.20 $ 0.19
 
Weighted average number of shares used in basic net income per share calculation 67,647 67,623 44,317 58,713 36,624
Weighted average number of shares used in diluted net income per share calculation 70,369 69,399 47,128 61,412 38,114
 
GIGPEAK, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)
 
  Three months ended,   Twelve months ended
December 31,   September 25,   December 31, December 31,   December 31,
  2016     2016     2015     2016     2015  
GAAP Total cost of revenue $ 4,706 $ 5,148 $ 3,858 $ 18,730 $ 14,898
Stock-based compensation (61 ) (74 ) (72 ) (293 ) (387 )
Amortization of intangible assets (426 ) (641 ) (103 ) (1,872 ) (413 )
Special bonus COGS   -     (10 )   (3 )   (10 )   (3 )
Non-GAAP Total cost of revenue $ 4,219   $ 4,423   $ 3,680   $ 16,555   $ 14,095  
 
GAAP Gross profit $ 11,511 $ 10,648 $ 7,217 $ 40,013 $ 25,496
Stock-based compensation 61 74 72 293 387
Amortization of intangible assets 426 641 103 1,872 413
Special bonus   -     10     3     10     3  
Non-GAAP Gross profit $ 11,998   $ 11,373   $ 7,395   $ 42,188   $ 26,299  
 
GAAP Operating expenses $ 9,512 $ 9,755 $ 6,830 $ 36,650 $ 24,082
Stock-based compensation (1,072 ) (1,023 ) (644 ) (4,294 ) (3,461 )
Amortization of intangible assets (314 ) (312 ) (218 ) (1,155 ) (578 )
Acquisition and strategic activities related costs (189 ) (50 ) (296 ) (1,511 ) (668 )
Special bonus   -     (685 )   (547 )   (685 )   (547 )
Non-GAAP Operating expenses $ 7,937   $ 7,685   $ 5,125   $ 29,005   $ 18,828  
 
GAAP Income from operations $ 1,999 $ 893 $ 387 $ 3,363 $ 1,414
Stock-based compensation 1,133 1,097 716 4,587 3,848
Amortization of intangible assets 740 953 321 3,027 991
Acquisition and strategic activities related costs 189 50 296 1,511 668
Special bonus   -     695     550     695     550  
Non-GAAP Income from operations $ 4,061   $ 3,688   $ 2,270   $ 13,183   $ 7,471  
 
GAAP Net income $ 1,529 $ 671 $ 333 $ 2,233 $ 1,249
Stock-based compensation 1,133 1,097 716 4,587 3,848
Amortization of intangible assets 740 953 321 3,027 991
Acquisition and strategic activities related costs 189 50 296 1,511 668
Special bonus - 695 550 695 550
Loss on equity method investment   -     -     -     -     3  
Non-GAAP Net income $ 3,591   $ 3,466   $ 2,216   $ 12,053   $ 7,309  
 
Adjusted EBITDA reconciliation:
GAAP Income from operations $ 1,999 $ 893 $ 387 $ 3,363 $ 1,414
Depreciation and amortization 1,636 1,866 951 6,343 3,595
Stock-based compensation 1,133 1,097 716 4,587 3,848
Acquisition and strategic activities related costs 189 50 296 1,511 668
Special bonus   -     695     550     695     550  
Adjusted EBITDA $ 4,957   $ 4,601   $ 2,900   $ 16,499   $ 10,075  

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Darrow Associates, Inc.
Jim Fanucchi, 408-404-5400
ir@gigpeak.com

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