YOKNEAM, Israel, Nov. 5, 2015 /PRNewswire/ -- EZchip Semiconductor Ltd. (NASDAQ: EZCH), a leader in high-performance processing solutions for carrier and data center networks, today announced its results for the third quarter ended September 30, 2015.

Third Quarter 2015 Highlights:


    --  Third quarter revenues of $30.7 million
    --  Gross margin reached 75.2% on a non-GAAP basis
    --  Gross margin reached 74.1% on a GAAP basis
    --  Net income was $11.5 million on a non-GAAP basis
    --  Net income was $5.2 million on a GAAP basis
    --  Operating cash flow of $12.2 million
    --  Net cash at end of quarter was $200.4 million

Third Quarter 2015 Results

Total revenues in the third quarter of 2015 were $30.7 million, an increase of 60% compared to $19.2 million in the third quarter of 2014, and an increase of 9% compared to $28.3 million in the second quarter of 2015.

Net income, on a GAAP basis, for the third quarter of 2015 was $5.2 million, or $0.17 per share (diluted), compared to net income of $4.2 million, or $0.14 per share (diluted), in the third quarter of 2014, and net income of $5.4 million, or $0.18 per share (diluted), in the second quarter of 2015.

Net income, on a non-GAAP basis, for the third quarter of 2015 was $11.5 million, or $0.36 per share (diluted), compared to non-GAAP net income of $8.5 million, or $0.28 per share (diluted), in the third quarter of 2014, and non-GAAP net income of $10.9 million, or $0.34 per share (diluted), in the second quarter of 2015.

Cash, cash equivalents, marketable securities and deposits as of September 30, 2015, totaled $200.4 million, compared to $189.0 million as of June 30, 2015. Cash generated from operations was $12.2 million, cash used in investing activities was $1.3 million, cash generated from financing activities was $0.6 million (resulting from the exercise of options), and a decrease of $0.1 million resulted from cash adjustment of marketable securities, net.

First Nine Months 2015 Results

Total revenues for the nine months ended September 30, 2015 were $85.9 million, a year-over-year increase of 39% compared to $61.6 million for the nine months ended September 30, 2014. Net income on a GAAP basis for the nine months ended September 30, 2015 was $2.4 million, which includes a one-time charge due to early repayment of $9.6 million to the Israeli Office of Chief Scientist (OCS), or $0.08 per share (diluted), compared to net income of $16.5 million, or $0.56 per share (diluted), for the nine months ended September 30, 2014. Net income on a non-GAAP basis for the nine months ended September 30, 2015 was $29.9 million or $0.94 per share (diluted), compared with non-GAAP net income of $29.6 million, or $0.96 per share (diluted), for the nine months ended September 30, 2014.

Fourth Quarter 2015 Outlook

With respect to guidance for the fourth quarter of 2015, the Company expects revenues to be approximately $25 million due to near-term inventory adjustments across several key customers that are serving the carrier networking space. The Company believes that this slowdown does not reflect the long-term outlook for the Company's performance nor the underlying business.

Eli Fruchter, CEO of EZchip, commented,

"We are pleased with our third quarter results, which reflected an increase in revenues and net income both sequentially and year over year. Heading into the fourth quarter, we expect a near-term slow-down in revenue. We believe it is important that shareholders have the most updated outlook when making significant decisions about the future of their investment in EZchip."

Commenting on the pending transaction with Mellanox, Mr. Fruchter continued,

"As EZchip's founder and largest individual shareholder, I, together with the entire EZchip Board, urge shareholders to vote FOR the transaction with Mellanox at the upcoming Annual General Meeting.

"The fully financed, all-cash, $25.50 per share offer from Mellanox provides EZchip shareholders with immediate and certain cash value. This is in contrast to the headwinds a standalone EZchip could face as we continue to witness further industry consolidation and the moves of major customers toward in-house production for NPS-400 functionality. The EZchip Board has carefully managed the Company's sale process to secure what it believes is in the best interests of EZchip's shareholders. We remain confident that this transaction is in the best interest of our shareholders, as well as our customers, our employees and our Company."

Use of Non-GAAP Financial Information
In addition to disclosing financial results calculated in accordance with United States generally accepted accounting principles (GAAP), this release of operating results also contains non-GAAP financial measures, which EZchip believes are the principal indicators of the operating and financial performance of its business. The non-GAAP financial measures exclude the effects of stock-based compensation expenses recorded in accordance with FASB ASC 718, acquisition related costs, amortization of purchased intangible assets and one-time charge due to early repayment of OCS grants. Management believes the non-GAAP financial measures provided are useful to investors' understanding and assessment of the Company's on-going core operations and prospects for the future, as the charges eliminated are not part of the day-to-day business or reflective of the core operational activities of the Company. Management uses these non-GAAP financial measures as a basis for strategic decisions, forecasting future results and evaluating the Company's current performance. However, such measures should not be considered in isolation or as substitutes for results prepared in accordance with GAAP. Reconciliation of the non-GAAP measures to the most comparable GAAP measures are provided in the schedules attached to this release.

About EZchip
EZchip is a fabless semiconductor company that provides high-performance processing solutions for a wide range of applications for the carrier, cloud and data center networks. EZchip's broad portfolio of solutions scales from a few to hundreds of Gigabits-per-second, and includes network processors, multi-core processors, intelligent network adapters, high-performance appliances and a comprehensive software ecosystem. EZchip's processing solutions excel at providing great flexibility and high performance coupled with superior integration and power efficiency. For more information on our company, visit the web site at http://www.ezchip.com.

Safe Harbor Statement

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 are statements that are not historical facts and may include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance and the consummation of the merger with Mellanox Technologies, Ltd. These statements are only predictions based on EZchip's current expectations and projections about future events based on its current knowledge. There are important factors that could cause EZchip's actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. Those factors include, but are not limited to, the impact of general economic conditions, competitive products (including in-house customer developed products), product demand and market acceptance risks, customer order cancellations, reliance on key strategic alliances, fluctuations in operating results, delays in development of highly-complex products and other factors indicated in EZchip's filings with the Securities and Exchange Commission (SEC). For more details, refer to EZchip's SEC filings and the amendments thereto, including its Annual Report on Form 20-F filed on March 31, 2015 and its Current Reports on Form 6-K (including EZchip's Proxy Statement, dated October 13, 2015 (as supplemented on October 26, 2015)). EZchip undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in our expectations, except as may be required by law.

Important Additional Information

This communication is neither an offer to purchase nor a solicitation of an offer to sell securities. Shareholders are urged to read the Proxy Statement, dated October 13, 2015 (as supplemented on October 26, 2015), together with the Merger Agreement and other exhibits thereto, in their entirety because they contain important information. The Proxy Statement, dated October 13, 2015 (including the Merger Agreement with Mellanox Technologies, Ltd. and the fairness opinion received by the EZchip Board), has been filed by EZchip with the SEC and mailed to shareholders. The Supplement to the Proxy Statement, dated October 26, 2015, has been filed by EZchip with the SEC and is being mailed to shareholders. Shareholders may also obtain a free copy of these statements and other documents filed by EZchip with the SEC at the website maintained by the SEC at www.sec.gov by directing such requests to:

MacKenzie Partners, Inc.
Toll-free: (800) 322-2885
Collect: (212) 929-5500


                                                                                 EZchip Semiconductor Ltd.
                                                                      Condensed Consolidated Statements of Operations
                                                                   (U.S. Dollars in thousands, except per share amounts)
                                                                                        (Unaudited)


                                           Three Months Ended                                                 Nine Months Ended
                                           ------------------                                                 -----------------

                                        September 30,                                June 30,                                   September 30,            September 30,            September 30,

                                                              2015                                     2015                                         2014                     2015                     2014
                                                              ----                                     ----                                         ----                     ----                     ----


    Revenues                                               $30,694                                  $28,265                                      $19,241                  $85,864                  $61,631

    Cost of revenues                                         7,941                                    6,911                                        3,367                   22,924                   11,455

    Repayment of OCS grants*                                    --                                      --                                          --                   9,636                       --

    Gross profit                                            22,753                                   21,354                                       15,874                   53,304                   50,176


    Operating expenses:

    Research and development, net                           11,478                                   10,458                                        7,953                   33,619                   22,449

    Selling, general and administrative                      6,373                                    5,964                                        4,060                   18,408                   12,310
                                                             -----                                    -----                                        -----                   ------                   ------

    Total operating expenses                                17,851                                   16,422                                       12,013                   52,027                   34,759


    Operating income                                         4,902                                    4,932                                        3,861                    1,277                   15,417

    Financial income, net                                      363                                      487                                          338                    1,141                    1,082
                                                               ---                                      ---                                          ---                    -----                    -----

    Income before income taxes                               5,265                                    5,419                                        4,199                    2,418                   16,499

    Income taxes                                              (31)                                      --                                          --                    (31)                      --
                                                               ---                                      ---                                         ---                     ---                      ---

    Net income                                              $5,234                                   $5,419                                       $4,199                   $2,387                  $16,499
                                                            ======                                   ======                                       ======                   ======                  =======


    Net income per share:

    Basic                                                    $0.18                                    $0.18                                        $0.14                    $0.08                    $0.57

    Diluted                                                  $0.17                                    $0.18                                        $0.14                    $0.08                    $0.56

    Weighted average shares used in
    per share calculation:

    Basic                                               29,833,740                               29,980,199                                   29,297,876               29,896,108               29,145,777

    Diluted                                             30,133,445                               30,095,969                                   29,657,471               30,253,706               29,620,204


                                                                                                                                                                         EZchip Semiconductor Ltd.
                                                                                                                                                                Reconciliation of GAAP to Non-GAAP Measures
                                                                                                                                                           (U.S. Dollars in thousands, except per share amounts)
                                                                                                                                                                                (Unaudited)


                                                                                                                          Three Months Ended                                                             Nine Months Ended
                                                                                                                          ------------------                                                             -----------------

                                                                                                                     September 30,                                             June 30,                                                   September 30,                                            September 30,                 September 30,

                                                                                                                                           2015                                                   2015                                                            2014                                                      2015                      2014
                                                                                                                                           ----                                                   ----                                                            ----                                                      ----                      ----


    GAAP gross profit                                                                                                                   $22,753                                                $21,354                                                         $15,874                                                   $53,304                   $50,176

    Stock-based compensation                                                                                                                102                                                    102                                                              75                                                       307                       225

    Amortization of purchased intangible
    assets
                                                                                                                                            233                                                    233                                                              --                                                    1,439                        --

    Repayment of OCS grants*                                                                                                                 --                                                    --                                                             --                                                    9,636                        --

    Non-GAAP gross profit                                                                                                               $23,088                                                $21,689                                                         $15,949                                                   $64,686                   $50,401
                                                                                                                                        -------                                                -------                                                         -------                                                   -------                   -------


    GAAP gross profit as percentage of revenues                                                                                           74.1%                                                 75.5%                                                          82.5%                                                    62.1%                    81.4%
                                                                                                                                           ----                                                   ----                                                            ----                                                      ----                      ----

    Non-GAAP gross profit as percentage of revenues

                                                                                                                                          75.2%                                                 76.7%                                                          82.9%                                                    75.3%                    81.8%
                                                                                                                                           ----                                                   ----                                                            ----                                                      ----                      ----



    GAAP operating expenses                                                                                                             $17,851                                                $16,422                                                         $12,013                                                   $52,027                   $34,759

    Stock-based compensation:

        Research and development                                                                                                        (2,964)                                               (2,996)                                                        (2,360)                                                  (8,894)                  (7,048)

        Selling, general and administrative                                                                                             (1,670)                                               (1,787)                                                        (1,590)                                                  (5,222)                  (4,826)

    Acquisition related costs

        Selling, general and administrative                                                                                               (899)                                                    --                                                          (320)                                                    (899)                    (980)

    Amortization of purchased intangible assets -Selling, general and
     administrative



                                                                                                                                          (347)                                                 (347)                                                             --                                                  (1,041)                       --
                                                                                                                                           ----                                                   ----                                                             ---                                                   ------                       ---

    Non-GAAP operating expenses                                                                                                         $11,971                                                $11,292                                                          $7,743                                                   $35,971                   $21,905
                                                                                                                                        -------                                                -------                                                          ------                                                   -------                   -------



    GAAP operating income                                                                                                                $4,902                                                 $4,932                                                          $3,861                                                    $1,277                   $15,417


    Non-GAAP operating income                                                                                                           $11,117                                                $10,397                                                          $8,206                                                   $28,715                   $28,496
                                                                                                                                        -------                                                -------                                                          ------                                                   -------                   -------


    GAAP net income                                                                                                                      $5,234                                                 $5,419                                                          $4,199                                                    $2,387                   $16,499

    Stock-based compensation                                                                                                              4,736                                                  4,885                                                           4,025                                                    14,423                    12,099

    Acquisition related costs                                                                                                               899                                                     --                                                            320                                                       899                       980

    Amortization of purchased intangible assets

                                                                                                                                            580                                                    580                                                              --                                                    2,480                        --

    Income taxes                                                                                                                             31                                                     --                                                             --                                                       31                        --

    Repayment of OCS grants*                                                                                                                 --                                                    --                                                             --                                                    9,636                        --
                                                                                                                                            ---                                                   ---                                                            ---                                                    -----                       ---

    Non-GAAP net income                                                                                                                 $11,480                                                $10,884                                                          $8,544                                                   $29,856                   $29,578
                                                                                                                                        -------                                                -------                                                          ------                                                   -------                   -------


    Non-GAAP net income per share - Diluted                                                                                               $0.36                                                  $0.34                                                           $0.28                                                     $0.94                     $0.96

    Non-GAAP weighted average shares - Diluted**

                                                                                                                                     31,616,888                                             31,811,176                                                      30,784,673                                                31,657,220                30,678,851


    * During February 2015 the Company made a one-time early payment of $9.6 million to the Israeli Office of Chief Scientist, representing the full balance of the contingent liability related to the NP-5 grants received. Upon making this payment, the Company eliminated all future royalty obligations related to its
     anticipated NP-5 revenues and saved the associated future interest payments related to such obligations. This amount was excluded from the non-GAAP statements of operations as it represents future royalty obligations.

    ** In calculating diluted non-GAAP net income per share, the diluted weighted average number of shares outstanding excludes the effects of stock-based compensation expenses in accordance with FASB ASC 718.




                                                            EZchip Semiconductor Ltd.

                                                      Condensed Consolidated Balance Sheet

                                                           (U.S. Dollars in thousands)


                                                                   September 30,                    December 31,

                                                                                               2015                          2014
                                                                                               ----                          ----

                                                                              (Unaudited)                      (Audited)

    ASSETS

    CURRENT ASSETS:

    Cash, cash equivalents, marketable securities and
     deposits                                                                              $200,381                      $185,757

    Trade receivables, net                                                                   13,513                        10,865

    Other receivables                                                                         3,106                         4,735

    Inventories                                                                               5,941                         6,459

    Total current assets                                                                    222,941                       207,816


    NON CURRENT ASSETS:

    Severance pay fund                                                                        7,346                         7,091

    Long term investment and others                                                           1,013                           348

    Total non current assets                                                                  8,359                         7,439


    PROPERTY AND EQUIPMENT, NET                                                               2,857                         3,601


    INTANGIBLE ASSETS, NET                                                                   16,142                        17,312


    GOODWILL                                                                                127,706                       127,355


    TOTAL ASSETS                                                                           $378,005                      $363,523
                                                                                           ========                      ========


    LIABILITIES AND SHAREHOLDERS' EQUITY

    CURRENT LIABILITIES:

    Trade payables                                                                           $2,970                        $2,664

    Other payables and accrued expenses                                                      13,752                        13,726
                                                                                             ------                        ------

    Total current liabilities                                                                16,722                        16,390


    ACCRUED SEVERANCE PAY                                                                     8,155                         7,815


    SHAREHOLDERS' EQUITY:

    Share capital                                                                               170                           169

    Additional paid-in capital                                                              364,794                       349,050

    Treasury shares at cost                                                                 (4,748)                           --

    Accumulated other comprehensive loss                                                      (305)                        (731)

    Accumulated deficit                                                                     (6,783)                      (9,170)

    Total shareholders' equity                                                              353,128                       339,318


    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                             $378,005                      $363,523
                                                                                           ========                      ========


                                                                                                                                                        EZchip Semiconductor Ltd.

                                                                                                                                    Selected Condensed Consolidated Cash Flow Data on a Non-GAAP Basis

                                                                                                                                                       (U.S. Dollars in thousands)

                                                                                                                                                               (Unaudited)


                                                                                                                                            Three Months Ended                                                     Nine Months Ended
                                                                                                                                       ------------------                                                    -----------------

                                                                                                                                      September 30,                                      June 30,                                                September 30,                                         September 30,                 September 30,

                                                                                                                                                            2015                                         2015                                                            2014                                                   2015                2014
                                                                                                                                                            ----                                         ----                                                            ----                                                   ----                ----

    Cash flows from operating activities:

    Net income                                                                                                                                            $5,234                                       $5,419                                                          $4,199                                                 $2,387             $16,499

    Adjustments to reconcile net income to net
    cash provided by operating activities:

    Repayment of OCS grants*                                                                                                                                  --                                          --                                                             --                                                 9,636                  --

    Depreciation and amortization                                                                                                                          1,364                                        1,372                                                             175                                                  4,519                 509

    Decrease (increase) in trade and other receivables, net

                                                                                                                                                         (1,900)                                       2,351                                                           5,315                                                  (654)              3,747

    Decrease (increase) in inventory                                                                                                                       1,279                                      (1,640)                                                          1,645                                                    518               1,640

    Increase (decrease) in trade payables and other accrued liabilities, net

                                                                                                                                                           1,457                                      (2,024)                                                        (1,233)                                                 (596)            (1,663)

    Stock-based compensation                                                                                                                               4,736                                        4,885                                                           4,025                                                 14,423              12,099



    Net cash provided by operating activities                                                                                                             12,170                                       10,363                                                          14,126                                                 30,233              32,831
                                                                                                                                                          ------                                       ------                                                          ------                                                 ------              ------


    Cash flows from investing activities:

    Purchase of property and equipment                                                                                                                     (282)                                       (240)                                                          (318)                                                 (605)              (538)

    Purchase of technology                                                                                                                                 (250)                                       (250)                                                             --                                                 (500)            (2,415)

    Long term investment and others                                                                                                                        (740)                                       (351)                                                       (10,000)                                               (1,091)           (10,000)

    Net cash used in investing activities                                                                                                                (1,272)                                       (841)                                                       (10,318)                                               (2,196)           (12,953)
                                                                                                                                                          ------                                         ----                                                         -------                                                 ------             -------


    Cash flows from financing activities:

    Proceeds from exercise of options                                                                                                                        646                                          359                                                             498                                                  1,322                 902

    Purchase of treasury shares                                                                                                                               --                                     (4,748)                                                             --                                               (4,748)                 --

    Net cash provided by (used in) financing activities

                                                                                                                                                             646                                      (4,389)                                                            498                                                (3,426)                902
                                                                                                                                                             ---                                       ------                                                             ---                                                 ------                 ---


    Repayment of OCS grants*                                                                                                                                  --                                          --                                                             --                                               (9,636)                 --

    Cash adjustment of marketable securities, net**                                                                                                        (143)                                       (274)                                                           (85)                                                 (351)              (205)
                                                                                                                                                            ----                                         ----                                                             ---                                                   ----                ----


    Increase in cash, cash equivalents, marketable securities and deposits

                                                                                                                                                          11,401                                        4,859                                                           4,221                                                 14,624              20,575

    Cash, cash equivalents, marketable securities and deposits at the beginning of the period

                                                                                                                                                         188,980                                      184,121                                                         219,219                                                185,757             202,865
                                                                                                                                                         -------                                      -------                                                         -------                                                -------             -------

    Cash, cash equivalents, marketable securities                                                                                                                                                                                                                  $223,440                                                                  $223,440
    and deposits at the end of the period
                                                                                                                                                        $200,381                                     $188,980                                                                                                              $200,381
                                                                                                                                                        ========                                     ========                                                                                                              ========


    * During February 2015 the Company made a one-time early payment of $9.6 million to the Israeli Office of Chief Scientist, representing the full balance of the contingent liability related to the NP-5 grants received. Upon making this payment, the Company eliminated all future royalty obligations related to its
     anticipated NP-5 revenues and saved the associated future interest payments related to such obligations. This amount was excluded from the non-GAAP operating cash flow as it represents future royalty obligations.

    ** Including unrealized loss on marketable securities, accumulated interest accretion and amortization of discount and premium on marketable securities.

Contact:
Jeffrey A Schreiner
jschreiner@ezchip.com
Tel: (US) 1 408 520 3676

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SOURCE EZchip Semiconductor Ltd.