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8-K - 8-K - Gigamon Inc.a8-kearningsreleaseoct2620.htm


Exhibit 99.1

INVESTOR CONTACT:
 
 
 
 
Jennifer Gianola
 
 
 
 
+1 (408) 831-4452
 
 
 
 
jennifer.gianola@gigamon.com
 
 
 
 
Gigamon Reports Third Quarter 2017 Financial Results

Santa Clara, Calif., October 26, 2017 - Gigamon Inc. (NYSE:GIMO), the leader in traffic visibility solutions, today released financial results for its third quarter ended September 30, 2017.
Third Quarter 2017 Financial Highlights:
Revenue of $79.2 million, compared to $83.5 million in the third quarter of fiscal 2016.
GAAP gross margin was 82%, compared to 83% in the third quarter of fiscal 2016.
Non-GAAP gross margin was 82%, compared to 83% in the third quarter of fiscal 2016.
GAAP net income was $2.2 million, or $0.06 per basic and diluted share, compared to GAAP net income of $6.1 million, or $0.16 per diluted share, in the third quarter of fiscal 2016.
Non-GAAP net income was $9.5 million or $0.23 per diluted share, compared to non-GAAP net income of $14.0 million, or $0.36 per diluted share, in the third quarter of fiscal 2016.
Cash and short-term investments were $264.6 million, up $6 million from the second quarter of 2017 and up $20 million from the third quarter of fiscal 2016.

Conference Call Information:
In light of the pending acquisition by Elliott Management, Gigamon will not hold its earnings conference call today to discuss its third quarter 2017 results. Additionally, Gigamon will not be providing financial guidance.

Additional Information and Where to Find It
Gigamon will file relevant materials with the Securities and Exchange Commission (the "SEC") in connection with the proposed merger, including a preliminary proxy statement on Schedule 14A. Under the proposed terms, promptly after filing its definitive proxy statement with the SEC, Gigamon will mail or otherwise make available the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the proposed transaction. GIGAMON STOCKHOLDERS AND OTHER INVESTORS ARE ADVISED TO CAREFULLY READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN RESPECT OF THE PROPOSED MERGER WHEN THEY BECOME AVAILABLE, AS THOSE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES





TO THE PROPOSED MERGER. Gigamon stockholders and other investors may obtain free copies of the definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the proposed merger (when they become available), along with other documents filed by Gigamon with the SEC, at the SEC’s website (http://www.sec.gov).

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally relate to future events, including the timing of the proposed transaction and other information related to the proposed transaction. 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 the proposed transaction and our expectations, strategy, plans or intentions regarding it. Forward-looking statements in this press release include, but are not limited to, our pending acquisition by Elliott Management. 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 the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect our business and the trading price of our common stock; the failure to satisfy the conditions to closing of the transaction, including obtaining regulatory and shareholder approval; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive agreement; the potential for litigation relating to the transaction; the risk that the definitive agreement may be terminated in circumstances that require us to pay a termination fee; the effect of the announcement or pendency of the transaction on our business relationships, results of operations and business generally; risks that the proposed transaction disrupts current plans and operations; risk related to diverting management's attention; 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 Annual Report on Form 10-K for the period ended December 31, 2016 and our most recently filed quarterly report on Form 10-Q. The forward-looking statements in this press release are based on information available to Gigamon as of the date hereof.

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 accompanying tables contain certain non-GAAP financial measures that exclude stock-based compensation and related payroll taxes, income tax effects of stock-based compensation expense, non-recurring items such as restructuring charges and advisory services and other costs related to non-routine stockholder matters, and periodic tax items. Non-GAAP financial measures do not have any standardized meaning and our non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies. Gigamon considers these non-GAAP financial measures 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 core to our 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. We present non-GAAP financial measures for supplemental informational purposes only to provide additional information in 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. Please see the reconciliation of non-GAAP financial measures to the most directly comparable GAAP measures attached to this release.

Gigamon
Gigamon (NYSE: GIMO) provides active visibility into physical and virtual network traffic, enabling stronger security and superior performance. Gigamon's Visibility Fabric and GigaSECURE®, the industry's first Security Delivery Platform, deliver advanced intelligence so that security, network and application performance management solutions in enterprise, government and service provider networks operate more efficiently and effectively. See more at www.gigamon.com, the Gigamon Blog, or follow Gigamon on Twitter, LinkedIn or Facebook.





Gigamon Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(unaudited)
 
Three Months Ended

Nine Months Ended
 
September 30, 2017
 
October 1, 2016

September 30, 2017
 
October 1, 2016
Revenue:
 
 
 
 

 
 
Product
$
51,861

 
$
59,835

 
$
139,063

 
$
155,805

Service
27,330

 
23,677

 
78,832

 
70,021

Total revenue
79,191

 
83,512

 
217,895

 
225,826

Cost of revenue:

 

 

 

Product
11,401

 
12,197

 
32,429

 
34,414

Service
3,049

 
2,141

 
8,649

 
6,562

Total cost of revenue
14,450

 
14,338

 
41,078

 
40,976

Gross profit
64,741

 
69,174

 
176,817

 
184,850

Operating expenses:

 

 

 

Research and development
18,783

 
18,306

 
59,451

 
50,914

Sales and marketing
34,914

 
31,994

 
105,247

 
88,494

General and administrative
10,697

 
8,887

 
30,033

 
26,029

Total operating expenses
64,394

 
59,187

 
194,731

 
165,437

Income (loss) from operations
347

 
9,987

 
(17,914
)
 
19,413

Other income (expense):
 
 
 
 
 
 
 
Interest income
541

 
235

 
1,374

 
661

Other expense, net
(241
)
 
(144
)
 
(433
)
 
(386
)
Income (loss) before income tax (provision) benefit
647

 
10,078

 
(16,973
)
 
19,688

Income tax benefit (provision)
1,531

 
(3,999
)
 
9,576

 
23,321

Net income (loss)
$
2,178

 
$
6,079

 
$
(7,397
)
 
$
43,009

Net income (loss) per share:

 

 

 

Basic
$
0.06

 
$
0.17

 
$
(0.20
)
 
$
1.22

Diluted
$
0.06

 
$
0.16

 
$
(0.20
)
 
$
1.15

Weighted average shares used in computing net income (loss) per share:

 

 

 

Basic
37,196

 
35,770

 
36,885

 
35,171

Diluted
39,574

 
38,113

 
36,885

 
37,341







Gigamon Inc.
Consolidated Balance Sheets
(In thousands)
(unaudited)  
 
September 30, 2017
 
December 31, 2016
ASSETS
 
 
 
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
173,182

 
$
148,926

Short-term investments
91,380

 
109,238

Accounts receivable, net
71,741

 
75,522

Inventories, net
15,472

 
11,347

Prepaid expenses and other current assets
12,048

 
9,909

Total current assets
363,823

 
354,942

Property and equipment, net
20,735

 
11,809

Deferred tax assets, non-current
50,734

 
33,094

Other assets, non-current
1,103

 
1,154

TOTAL ASSETS
$
436,395

 
$
400,999

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
CURRENT LIABILITIES:
 
 
 
Accounts payable
$
5,585

 
$
5,208

Accrued liabilities
26,897

 
34,649

Deferred revenue
69,960

 
68,997

Total current liabilities
102,442

 
108,854

Deferred revenue, non-current
32,126

 
28,785

Deferred and other tax liabilities, non-current
553

 
201

Other liabilities, non-current
933

 
499

TOTAL LIABILITIES
136,054

 
138,339

STOCKHOLDERS' EQUITY
 
 
 
Common stock
4

 
4

Additional paid-in-capital
298,400

 
256,774

Accumulated other comprehensive loss
(75
)
 
(17
)
Retained earnings (Accumulated deficit)
2,012

 
5,899

TOTAL STOCKHOLDERS' EQUITY
300,341

 
262,660

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
436,395

 
$
400,999






Gigamon Inc.
Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
 
Three Months Ended

Nine Months Ended
 
September 30, 2017
October 1, 2016

September 30, 2017
October 1, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
 
 
 
 
Net income (loss)
$
2,178

 
$
6,079

 
$
(7,397
)
 
$
43,009

Adjustments to reconcile net income (loss) to net cash provided by operating activities:


 


 


 


Depreciation and amortization
2,214

 
1,642

 
6,411

 
4,815

Stock-based compensation expense
10,973

 
10,104

 
39,991

 
28,884

Deferred and other income taxes
(1,790
)
 
(679
)
 
(10,147
)
 
(31,570
)
Other
6

 
54

 
148

 
366

Changes in operating assets and liabilities:


 


 


 


Accounts receivable
(8,221
)
 
(14,929
)
 
3,672

 
(11,567
)
Inventories
(1,336
)
 
(862
)
 
(4,761
)
 
(4,316
)
Prepaid expenses and other assets
78

 
(1,753
)
 
(1,944
)
 
(2,991
)
Accounts payable
1,757

 
569

 
532

 
54

Accrued liabilities and other liabilities
1,083

 
9,227

 
(9,308
)
 
3,470

Deferred revenue
5,413

 
3,290

 
4,304

 
1,015

Net cash provided by (used in) operating activities
12,355

 
12,742

 
21,501

 
31,169

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
 
 
 
 
Purchase of short-term investments
(8,941
)
 
(20,942
)
 
(78,099
)
 
(84,773
)
Proceeds from maturities of short-term investments
25,300

 
24,500

 
96,012

 
85,747

Purchase of property and equipment
(6,977
)
 
(1,523
)
 
(12,179
)
 
(6,001
)
Net cash provided by (used in) investing activities
9,382

 
2,035

 
5,734

 
(5,027
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
 
 
 
 
Proceeds from employee stock purchase plan
4,487

 
3,417

 
9,443

 
6,785

Proceeds from exercise of stock options
40

 
5,528

 
983

 
9,654

Shares repurchased for tax withholdings on vesting of restricted stock units
(4,188
)
 
(3,411
)
 
(12,592
)
 
(7,240
)
Net cash provided by (used in) financing activities
339

 
5,534

 
(2,166
)
 
9,199

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
22,076

 
20,311

 
25,069

 
35,341

CASH, CASH EQUIVALENTS AND RESTRICTED CASH — Beginning of period
151,919

 
135,242

 
148,926

 
120,212

CASH, CASH EQUIVALENTS AND RESTRICTED CASH — End of period
$
173,995

 
$
155,553

 
$
173,995

 
$
155,553







Gigamon Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except percentages)
(unaudited)  
 
Three Months Ended

Nine Months Ended
 
September 30, 2017
 
October 1, 2016

September 30, 2017
October 1, 2016
Total Revenue
$
79,191

 
$
83,512

 
$
217,895

 
$
225,826

Reconciliation of GAAP Gross Profit and GAAP Gross Margin to Non-GAAP Gross Profit and Non-GAAP Gross Margin:

 

 

 

GAAP gross profit
64,741

 
69,174

 
176,817

 
184,850

Stock-based compensation expense
333

 
519

 
1,802

 
1,527

Stock-based compensation related payroll taxes
19

 
28

 
79

 
64

Non-GAAP gross profit
$
65,093

 
$
69,721

 
$
178,698

 
$
186,441

GAAP gross margin
82
%
 
83
%
 
81
%
 
82
%
Non-GAAP gross margin
82
%
 
83
%
 
82
%
 
83
%
Reconciliation of GAAP Operating Income (Loss) to Non-GAAP Operating Income:
 
 
 
 
 
 
 
GAAP operating income (loss)
$
347

 
$
9,987

 
$
(17,914
)
 
$
19,413

Stock-based compensation expense
10,973

 
10,104

 
39,991

 
28,884

Stock-based compensation related payroll taxes
199

 
414

 
1,036

 
971

Non-recurring items
2,305

 

 
2,891

 

Non-GAAP operating income
$
13,824

 
$
20,505

 
$
26,004

 
$
49,268

Reconciliation of GAAP Net Income (Loss) to Non-GAAP Net Income:
 
 
 
 
 
 
 
GAAP net income (loss)
$
2,178

 
$
6,079

 
$
(7,397
)
 
$
43,009

Stock-based compensation expense
10,973

 
10,104

 
39,991

 
28,884

Stock-based compensation related payroll taxes
199

 
414

 
1,036

 
971

Non-recurring items
2,305

 

 
2,891

 

Income tax effect of Non-GAAP adjustments
(6,189
)
 
(2,593
)
 
(18,468
)
 
(39,176
)
Non-GAAP net income
$
9,466

 
$
14,004

 
$
18,053

 
$
33,688






Gigamon Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures (continued)
(In thousands, except per share amounts)
(unaudited)  
 
Three Months Ended
 
Nine Months Ended
 
September 30, 2017
 
October 1, 2016
 
September 30, 2017
 
October 1, 2016
Reconciliation of GAAP Diluted Net Income (Loss) per Share to Non-GAAP Diluted Net Income per Share:
 
 
 
 
 
 
 
GAAP diluted net income (loss) per share
$
0.06

 
$
0.16

 
$
(0.20
)
 
$
1.15

Stock-based compensation expense
0.27

 
0.27

 
1.08

 
0.77

Stock-based compensation related payroll taxes
0.01

 
0.01

 
0.03

 
0.03

          Non-recurring items
0.06

 

 
0.08

 

Income tax effect of non-GAAP adjustments
(0.16
)
 
(0.07
)
 
(0.50
)
 
(1.05
)
Impact of difference in number of GAAP and non-GAAP diluted shares
(0.01
)
 
(0.01
)
 
(0.05
)
 
(0.01
)
Non-GAAP diluted net income per share
$
0.23

 
$
0.36

 
$
0.44

 
$
0.89

Reconciliation of GAAP Diluted Weighted-Average Number of Shares to Non-GAAP Diluted Weighted-Average Number of Shares:
 
 
 
 
 
 
 
GAAP diluted weighted-average number of shares
39,574

 
38,113

 
36,885

 
37,341

Dilutive impact due to stock-based compensation
1,546

 
544

 
3,827

 
673

Non-GAAP diluted weighted-average number of shares
41,120

 
38,657

 
40,712

 
38,014