Gigamon Inc. - FORM 8-K - EX-99.1

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8-K - 8-K - Gigamon Inc.	d762813d8k.htm

Exhibit 99.1


MEDIA CONTACT:		INVESTOR CONTACT:
J.T. Eger		Cynthia Hiponia and Alice Kousoum
(408) 831-4247		(408) 831-4100
jt@gigamon.com		IR@gigamon.com

Gigamon Reports Second Quarter 2014 Financial Results

Santa Clara, CALIF., July 24, 2014 – Gigamon^® Inc. (NYSE:GIMO), a leader in traffic visibility solutions with the innovative Visibility Fabric™ architecture, today released financial results for the second quarter ended June 28, 2014.

Financial Highlights:

•

Revenues for the second quarter of fiscal 2014 were $34.9 million, compared to $32.4 million in the second quarter of fiscal 2013, representing growth of 8% year-over-year.

•

GAAP gross margins were 78% in the second quarter of fiscal 2014, compared to 73% in the second quarter of fiscal 2013.

•

Non-GAAP gross margins were 79% in the second quarter of fiscal 2014, compared to 82% in the second quarter of fiscal 2013.

•

GAAP net loss for the second quarter of fiscal 2014 was $32.5 million, or $1.01 per diluted share, impacted by a one-time charge of $24.6 million to the Company’s GAAP income tax provision to establish a valuation allowance against deferred tax assets. This compares to GAAP net loss of $9.8 million, or $0.51 per diluted share, in the second quarter of fiscal 2013.

•

Non-GAAP net loss for the second quarter of fiscal 2014 was $1.1 million, or $0.04 per diluted share, compared to non-GAAP net income of $3.8 million, or $0.14 per diluted share, in the second quarter of fiscal 2013.

“Our disappointing second quarter results were due primarily to lower than expected performance in our Enterprise business where we continued to see longer sales cycles and larger

deals requiring more steps in the customer approval process. In addition, our Service Provider and international segments did not accelerate at the pace we anticipated,” said Paul Hooper, chief executive officer of Gigamon. “We are taking actions to address these dynamics and improve our go-to-market execution, including initiating a search for a new head of worldwide sales.”

“We continue to believe in the strength and health of the Network Visibility market and the demand for our industry leading solutions as evidenced by our 84 customer additions, and we were pleased with the performance of our Federal business during the second quarter,” Hooper said.

Recent Business Highlights:

•

Appointed Mike Burns as the Company’s chief financial officer and Sachi Sambandan as the Company’s senior vice president of engineering.

•

Announced forthcoming solutions to address the growing security needs of organizations including modules to address inline traffic security.

•

Delivered enhanced centralized management and configuration for network visibility in private clouds and virtualized data centers (GigaVUE-VM and GigaVUE-FM).

•

Recognized as the winner of Network World Asia’s 2014 Information Management Awards in the “Network Traffic Monitoring & Management” category.

•

Became a member of the Network Intelligence Alliance (NI Alliance), an industry organization created to promote collaborative solutions for Intelligent Network solutions.

•

Selected as ‘Best New Product’ 2014 finalist in the Leading Lights Awards, recognizing Gigamon’s NetFlow Generation application.

Conference Call Information:

Gigamon will host an investor conference call and live webcast today at 5:00 p.m. ET (2:00 p.m. PT) to discuss its financial results for the second quarter ended June 28, 2014. To access the conference call, dial 888-438-5525, using conference code 8532663. Callers outside the U.S. and Canada should dial 719-325-2432, using conference code 8532663. A replay of the conference call will be available through Thursday, July 31, 2014. To access the replay, please dial 888-203-1112 and enter pass code 8532663. Callers outside the U.S. and Canada should dial 719-457-

0820 and enter pass code 8532663. The live webcast will be accessible on Gigamon’s investor relations website at http://investor.gigamon.com and will be archived and available on this site for twelve months.

Non-GAAP Financial Measures

In addition to disclosing financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release and the accompanying tables contain certain non-GAAP financial measures that exclude stock-based compensation and related payroll taxes and a valuation allowance against deferred tax assets. Non-GAAP financial measures do not have any standardized meaning and are therefore unlikely to be comparable to similarly titled measures presented by other companies. Gigamon considers these non-GAAP financial measures to be important because they provide useful measures of the operating performance of the company, exclusive of unusual events or factors that do not directly affect what we consider to be our core operating performance, and are used by the company’s management for that purpose. In addition, investors often use similar measures to evaluate the operating performance of a company. Non-GAAP financial measures are presented for supplemental informational purposes only for understanding the company’s operating results. The non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from non-GAAP financial measures presented by other companies. Please see the reconciliation of non-GAAP financial measures to the most directly comparable GAAP measure attached to this release.

Legal Notice Regarding Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Forward-looking statements in this press release include, but are not limited to, our expectations regarding improvements to our business. Our expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks include our ability to continue to deliver and improve our products and successfully develop new products; customer acceptance and purchase of our existing products and new products; our ability to retain existing customers and generate new customers; the market for network traffic visibility solutions not continuing to develop; competition from other products and services; and general market, political, economic and business conditions. The forward-looking statements contained in this press release are also subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the period ended March 29, 2014. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law.

About the Visibility Fabric architecture

At Gigamon we realized that delivering the visibility essential to manage, analyze and secure the complex system that is the IT infrastructure requires a new approach. With millions of traffic flows across thousands of endpoints, visibility needs to be pervasive, intelligent and dynamic. Using our patented, unique technology, we created an innovative new approach for delivering this visibility called the Visibility Fabric architecture. This new approach is intelligent and versatile in its ability to enable visibility into the network. For more information visit http://www.gigamon.com/traffic-visibility-fabric.

About Gigamon

Gigamon provides an intelligent Visibility Fabric™ architecture for enterprises, data centers and service providers around the globe. Our technology empowers infrastructure architects, managers and operators with pervasive and dynamic intelligent visibility of traffic across both physical and virtual environments without affecting the performance or stability of the production network. Through patented technologies and centralized management, the Gigamon GigaVUE portfolio of high availability and high density products intelligently delivers the appropriate network traffic to management, analysis, compliance and security tools. With over eight years’ experience designing and building traffic visibility products in the US, Gigamon solutions are deployed globally across vertical markets including over half of the Fortune 100 and many government and federal agencies. www.gigamon.com

Gigamon Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(unaudited)


	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Revenue:
Product	$	22,544		$	23,354		$	42,624		$	40,873
Service		12,307			9,055			23,987			17,349

Total revenue		34,851			32,409			66,611			58,222
Cost of revenue:
Product		6,281			6,944			13,286			11,668
Service		1,544			1,911			3,124			2,564

Cost of revenue		7,825			8,855			16,410			14,232

Gross profit		27,026			23,554			50,201			43,990
Operating expenses:
Research and development		10,860			17,097			21,798			22,768
Sales and marketing		19,558			26,114			37,728			38,535
General and administrative		4,446			12,688			10,451			16,197

Total operating expenses		34,864			55,899			69,977			77,500

Loss from operations		(7,838	)		(32,345	)		(19,776	)		(33,510	)
Other income (expense):
Interest income		73			1			134			3
Other income (expense), net		6			(18	)		(35	)		(25	)

Loss before income taxes		(7,759	)		(32,362	)		(19,677	)		(33,532	)
Income tax (expense) benefit		(24,727	)		22,569			(21,027	)		22,540

Net loss		(32,486	)		(9,793	)		(40,704	)		(10,992	)

Accretion of preferred stock		—			(503	)		—			(1,088	)
Loss attributable to preferred stock holders		—			538			—			1,107

Net loss to common stock holders	$	(32,486	)	$	(9,758	)	$	(40,704	)	$	(10,973	)

Net loss per share attributable to common stock holders:
Basic and Diluted	$	(1.01	)	$	(0.51	)	$	(1.28	)	$	(0.60	)

Weighted-average number of shares used in per share amounts:
Basic and Diluted		32,116			19,247			31,895			18,284

Gigamon Inc.

Consolidated Balance Sheets

(In thousands)

(unaudited)


	June 28, 2014			December 28, 2013
Assets
Current assets:
Cash and cash equivalents	$	30,923		$	79,908
Short-term investments		103,917			58,242
Accounts receivable, net		17,287			24,528
Inventories, net		7,704			1,484
Deferred tax assets		—			3,574
Prepaid expenses and other current assets		5,849			5,606

Total current assets		165,680			173,342
Property and equipment, net		7,654			4,389
Deferred tax assets, non-current		12			17,315
Other assets		484			471

Total assets	$	173,830		$	195,517

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	5,228		$	1,405
Accrued liabilities		17,020			22,401
Deferred revenue		37,750			37,592
Gigamon LLC members’ distribution payable		—			476

Total current liabilities		59,998			61,874
Deferred revenue, non-current		10,293			9,884
Other liabilities		1,642			321
Stockholders’ equity:
Common stock		3			3
Treasury stock		(12,469	)		(12,469	)
Additional paid in capital		163,951			144,810
Accumulated other comprehensive income		50			23
Accumulated deficit		(49,638	)		(8,929	)

Total stockholders’ equity		101,897			123,438

Total liabilities and stockholders’ equity	$	173,830		$	195,517

Gigamon Inc.

Consolidated Statements of Cash Flows

(In thousands)

(unaudited)


	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Operating activities:
Net loss	$	(32,486	)	$	(9,793	)	$	(40,704	)	$	(10,992	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		1,254			649			2,237			1,198
Stock-based compensation expense		6,039			16,697			13,897			18,290
Deferred income taxes		24,596			(22,583	)		20,877			(22,583	)
Inventory write-offs		627			138			2,437			395
Loss on disposal of fixed assets		—			14			—			14
Changes in operating assets and liabilities:
Accounts receivable, net		(965	)		(3,977	)		7,241			2,769
Inventories		(7,689	)		(243	)		(7,936	)		963
Prepaid expenses and other assets		(314	)		968			(1,097	)		230
Accounts payable		3,302			1,555			3,349			(85	)
Accrued and other liabilities		1,562			20,293			(4,617	)		19,385
Deferred revenue		(1,475	)		1,094			567			5,481

Net cash provided by (used in) operating activities		(5,549	)		4,812			(3,749	)		15,065
Investing activities:
Purchases of short-term investments		(26,214	)		—			(60,644	)		—
Proceeds from sales of short-term investments		1,000			—			2,000			—
Proceeds from maturities of short-term investments		8,337			—			13,412			—
Purchases of property and equipment		(2,463	)		(1,251	)		(4,732	)		(2,200	)

Net cash used in investing activities		(19,340	)		(1,251	)		(49,964	)		(2,200	)
Financing activities:
Proceeds from employee stock purchase plan		—			—			3,863			—
Proceeds from exercise of stock options, net		690			11			3,571			11
Proceeds from initial public offering and follow-on public offering, net		—			97,102			(8	)		97,068
Shares repurchased for tax withholdings on vesting of restricted stock units and other exercises		(590	)		—			(2,222	)		—
Distribution of income to Gigamon LLC members		—			(2,276	)		(476	)		(7,097	)

Net cash provided by financing activities		100			94,837			4,728			89,982
Net (decrease) increase in cash and cash equivalents		(24,789	)		98,398			(48,985	)		102,847
Cash and cash equivalents at beginning of period		55,712			23,124			79,908			18,675

Cash and cash equivalents at end of period	$	30,923		$	121,522		$	30,923		$	121,522

Gigamon Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except percentages)

(unaudited)


	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Revenue	$	34,851		$	32,409		$	66,611		$	58,222
Reconciliation of Gross Profit and Gross Margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin:
GAAP gross profit	$	27,026		$	23,554		$	50,201		$	43,990
Stock-based compensation expense		471			2,691			919			2,709
Stock-based compensation related payroll taxes		1			—			59			—
Performance unit plan compensation expense		—			353			—			353

Non-GAAP gross profit	$	27,498		$	26,598		$	51,179		$	47,052

GAAP gross margin		78	%		73	%		75	%		76	%
Non-GAAP gross margin		79	%		82	%		77	%		81	%
Reconciliation of Operating Loss and Operating Margin to Non-GAAP Operating (Loss) Income and Non-GAAP Operating Margin:
GAAP operating loss	$	(7,838	)	$	(32,345	)	$	(19,776	)	$	(33,510	)
Stock-based compensation expense		6,039			16,697			13,897			18,290
Stock-based compensation related payroll taxes		(20	)		—			757			—
Performance unit plan compensation expense		—			20,371			—			20,371

Non-GAAP operating (loss) income	$	(1,819	)	$	4,723		$	(5,122	)	$	5,151

Reconciliation of Net Loss Attributable To Common Stockholders to Non-GAAP Net (Loss) Income:
GAAP net loss attributable to common stock holders	$	(32,486	)	$	(9,758	)	$	(40,704	)	$	(10,973	)
Stock-based compensation expense		6,039			16,697			13,897			18,290
Stock-based compensation related payroll taxes		(20	)		—			757			—
Accretion of preferred stock		—			503			—			1,088
Loss attributable to preferred stock holders		—			(538	)		—			(1,107	)
Performance unit plan compensation expense		—			20,371			—			20,371
Tax benefit upon conversion of LLC to a C Corporation		—			(14,811	)		—			(14,811	)
Income tax effect of Non-GAAP adjustments		25,333			(8,673	)		22,684			(8,673	)

Non-GAAP net (loss) income	$	(1,134	)	$	3,791		$	(3,366	)	$	4,185

Gigamon Inc.

Reconciliation of GAAP to Non-GAAP Financial Measures (continued)

(In thousands, except per share data)

(unaudited)


	Three Months Ended						Six Months Ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Reconciliation of Diluted Net Loss per Share to Non-GAAP Diluted Net (Loss) Income per Share:
GAAP diluted net loss per share	$	(1.01	)	$	(0.51	)	$	(1.28	)	$	(0.60	)
Stock-based compensation expense		0.18			0.87			0.44			1.00
Stock-based compensation related payroll taxes		—			—			0.02			—
Accretion of preferred stock		—			0.03			—			0.06
Loss attributable to preferred stock holders		—			(0.03	)		—			(0.06	)
Performance unit plan compensation expense		—			1.06			—			1.11
Tax benefit upon conversion of LLC to a C corporation		—			(0.77	)		—			(0.81	)
Income tax effect on non-GAAP adjustments		0.79			(0.45	)		0.71			(0.47	)
Impact of difference in number of GAAP and non-GAAP diluted shares		—			(0.06	)		—			(0.07	)

Non-GAAP diluted net (loss) income per share	$	(0.04	)	$	0.14		$	(0.11	)	$	0.16

Reconciliation of Diluted Weighted-Average Number of Shares to Non-GAAP Diluted Weighted-Average Number of Shares:
GAAP diluted weighted-average number of shares		32,116			19,247			31,895			18,284
Dilutive impact due to stock-based compensation		—			8,209			—			8,542

Non-GAAP diluted weighted-average number of shares		32,116			27,456			31,895			26,826

Reconciliation of GAAP to Non-GAAP Consolidated Statements of Operations

For the Three and Six Months Ended June 28, 2014 and June 29, 2013

(In thousands, except per share amounts and percentages)

(unaudited)


*(In* *thousands)*	Three Months Ended June 28, 2014									Three Months Ended June 29, 2013									Six Months Ended June 28, 2014									Six Months Ended June 29, 2013
	As Reported			Adjustments			Non- GAAP			As Reported			Adjustments			Non- GAAP			As Reported			Adjustments			Non- GAAP			As Reported			Adjustments			Non- GAAP
Revenue:
Product	$	22,544		$	—		$	22,544		$	23,354		$	—		$	23,354		$	42,624		$	—		$	42,624		$	40,873		$	—		$	40,873
Service		12,307			—			12,307			9,055			—			9,055			23,987			—			23,987			17,349			—			17,349

Total revenue		34,851			—			34,851			32,409			—			32,409			66,611			—			66,611			58,222			—			58,222
Cost of revenue:
Product (1) (3)		6,281			(287	)		5,994			6,944			(1,951	)		4,993			13,286			(541	)		12,745			11,668			(1,964	)		9,704
Service (1) (3)		1,544			(185	)		1,359			1,911			(1,092	)		819			3,124			(435	)		2,689			2,564			(1,098	)		1,466

Total cost of revenue		7,825			(472	)		7,353			8,855			(3,043	)		5,812			16,410			(976	)		15,434			14,232			(3,062	)		11,170

Gross profit		27,026			472			27,498			23,554			3,043			26,597			50,201			976			51,177			43,990			3,062			47,052
Product Gross Margin		72	%					73	%		70	%					79	%		69	%					70	%		71	%					76	%
Service Gross Margin		87	%					89	%		79	%					91	%		87	%					89	%		85	%					92	%
Total Gross Margin		78	%					79	%		73	%					82	%		75	%					77	%		76	%					81	%
Operating expenses:
Research and development (1) (3)		10,860			(2,050	)		8,810			17,097			(11,257	)		5,840			21,798			(5,049	)		16,749			22,768			(11,566	)		11,202
Sales and marketing (1) (3)		19,558			(2,402	)		17,156			26,114			(13,254	)		12,860			37,728			(5,407	)		32,321			38,535			(13,683	)		24,852
General and administrative (1) (3)		4,446			(1,095	)		3,351			12,688			(9,513	)		3,175			10,451			(3,223	)		7,228			16,197			(10,350	)		5,847

Total operating expenses		34,864			(5,547	)		29,317			55,899			(34,024	)		21,875			69,977			(13,679	)		56,298			77,500			(35,599	)		41,901
(Loss) income from operations		(7,838	)		6,019			(1,819	)		(32,345	)		37,067			4,722			(19,776	)		14,655			(5,121	)		(33,510	)		38,661			5,151
Other income (expense):
Interest income		73			—			73			1			—			1			134			—			134			3			—			3
Other expense, net		6			—			6			(18	)		—			(18	)		(35	)		—			(35	)		(25	)		—			(25	)

(Loss) income before income taxes		(7,759	)		6,019			(1,740	)		(32,362	)		37,067			4,705			(19,677	)		14,655			(5,022	)		(33,532	)		38,661			5,129
Income tax benefit (expense) (2) (4) (5)		(24,727	)		25,333			606			22,569			(23,484	)		(915	)		(21,027	)		22,684			1,657			22,540			(23,484	)		(944	)

Net (loss) income		(32,486	)		31,352			(1,134	)		(9,793	)		13,583			3,790			(40,704	)		37,339			(3,365	)		(10,992	)		15,177			4,185
Accretion of preferred stock		—			—			—			(503	)		503			—			—			—			—			(1,088	)		1,088			—
Loss attributable to preferred stock holders		—			—			—			538			(538	)		—			—			—			—			1,107			(1,107	)		—

Net (loss) income to common stock holders	$	(32,486	)	$	31,352		$	(1,134	)	$	(9,758	)	$	13,548		$	3,790		$	(40,704	)	$	37,339		$	(3,365	)	$	(10,973	)	$	15,158		$	4,185

Net (loss) income per share attributable to common stockholders:
Basic	$	(1.01	)	$	0.97		$	(0.04	)	$	(0.51	)	$	0.71		$	0.20		$	(1.28	)	$	1.17		$	(0.11	)	$	(0.60	)	$	0.83		$	0.23
Diluted	$	(1.01	)	$	0.97		$	(0.04	)	$	(0.51	)	$	0.65		$	0.14		$	(1.28	)	$	1.17		$	(0.11	)	$	(0.60	)	$	0.76		$	0.16
Weighted-average number of shares used in per share amounts:
Basic		32,116			—			32,116			19,247			—			19,247			31,895			—			31,895			18,284			—			18,284
Diluted		32,116			—			32,116			19,247			8,209			27,456			31,895			—			31,895			18,284			8,542			26,826

Notes:

(1)	Includes stock-based compensation expense and related payroll taxes in the three and six months ended June 28, 2014 and stock-based compensation expense in the three and six months ended June 29, 2013.

(2)	Includes income tax effect on non-GAAP adjustments in the three and six months ended June 28, 2014 and June 29, 2013.

(3)	Includes performance unit plan compensation related expenses in the three and six months ended June 29, 2013.

(4)	Amount for the three and six months ended June 29, 2013 includes tax benefit recorded upon the conversion from an LLC to a C Corporation on May 31, 2013.

(5)	Amount for the three and six months ended June 28, 2014 includes establishment of valuation allowance against the deferred tax asset .

Gigamon Inc. - FORM 8-K - EX-99.1 - July 24, 2014

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Gigamon Inc. Reports