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): 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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Contacts:

Darrow Associates, Inc.
Jim Fanucchi, 408-404-5400
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