8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2016

INPHI CORPORATION

(Exact name of registrant as specified in its charter)

001-34942(Commission File Number)

Delaware	77-0557980
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation)

2953 Bunker Hill Lane, Suite 300, Santa Clara, California 95054

(Address of principal executive offices, with zip code)

(408) 217-7300(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On November 1, 2016, Inphi Corporation issued a press release reporting its financial results for the third quarter ended September 30, 2016. The full text of the press release is furnished herewith as Exhibit 99.1.

The information in this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated November 1, 2016.

2 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INPHI CORPORATION
Date: November 1, 2016	By:	/s/ John Edmunds
		John Edmunds
		Chief Financial Officer and Chief Accounting Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 1, 2016.

EX-99.1

Exhibit 99.1

Inphi Corporation Announces Third Quarter 2016 Results

Reports 17% Sequential and 49% Year-over-Year Revenue Growth in Q3 (from continuing operations);

Guides to 41% Year over Year Revenue Growth in Q4 (from continuing operations)

Company to Acquire Leading SOC Developer ClariPhy

SANTA CLARA, Calif., Nov. 1, 2016 – Inphi Corporation (NYSE: IPHI), a leader in high-speed data movement interconnects, today announced financial results for its third quarter ended September 30, 2016. The third quarter financial results include the impact of classifying the memory buffer and memory register business as assets recently sold to Rambus. The financial impact of this business has been reclassified out of results from continuing operations.

GAAP Results

Revenue from continuing operations in the third quarter of 2016 was $70.7 million on a U.S. generally accepted accounting principles (GAAP) basis, up 17% sequentially from $60.5 million in the second quarter of 2016 and up 49% year-over-year, compared with $47.4 million in the third quarter of 2015. The growth in our revenue reflects the increase in consumption of Inphi linear transimpedance amplifiers, linear driver products and CMOS semiconductor-based100G physical layers (iPHY) products.

Gross margin from continuing operations under GAAP in the third quarter of 2016 was 68.1%, compared with 64.9% in the third quarter of 2015. The increase in gross margin was primarily due to increased sales of higher margin products in the communication business.

GAAP income from continuing operations in the third quarter of 2016 was $10.2 million or 14.5% of revenue from continuing operations, compared to a GAAP loss from continuing operations in the third quarter of 2015 of $1.7 million or (3.6%) of revenue from continuing operations.

GAAP net income from continuing operations for the third quarter of 2016 was $6.6 million, or $0.15 per diluted common share, compared with GAAP net loss from continuing operations of $1.9 million, or ($0.05) per diluted common share, in the third quarter of 2015.

Inphi reports revenue, gross margin, operating expenses, net income (loss), and earnings per share from continuing operations in accordance with GAAP and on a non-GAAP basis. A reconciliation of the GAAP to non-GAAP revenue, gross margin, operating expenses, net income, earnings per share from continuing operations, as well as a description of the items excluded from the non-GAAP calculations, is included in the financial statements portion of this news release.

Non-GAAP Results

Gross margin from continuing operations on a non-GAAP basis in the third quarter 73% in both 2016 and 2015.

Non-GAAP income from continuing operations in the third quarter of 2016 was $20.9 million, or 29.6% of revenue from continuing operations, compared with $10.0 million, or 21.2% of revenue from continuing operations in the third quarter of 2015.

Non-GAAP net income from continuing operations in the third quarter of 2016 was $20.6 million, or $0.46 per diluted common share. This compares with non-GAAP net income from continuing operations of $8.7 million, or $0.21 per diluted common share in the third quarter of 2015.

“We are very pleased that Q3 revenue and earnings exceeded expectations, and that we are guiding for a strong fourth quarter,” said Ford Tamer, president and CEO of Inphi.” We believe that our strategic acquisition of ClariPhy will position us as one of the most comprehensive component suppliers across an exciting and growing optical networking market. We believe the product portfolio of our combined companies will enable us to better support our service provider and cloud customers.”

Nine Months 2016 Results

Revenue from continuing operations in the nine months ended September 30, 2016 was $185.4 million, compared with $139.8 million in the nine months ended September 30, 2015. GAAP net income from continuing operations in the nine months ended September 30, 2016 was $7.4 million, or $0.17 per diluted share, on approximately 44.0 million diluted weighted average common shares outstanding. This compares with GAAP net loss of $13.7 million, or ($0.36) per diluted share, on approximately 38.3 million diluted weighted average common shares outstanding in the nine months ended September 30, 2015.

Non-GAAP net income from continuing operations in the nine months ended September 30, 2016 was $45.7 million, or $1.04 per diluted weighted average common share outstanding, on approximately 44.0 million diluted weighted average common shares outstanding. This compares with non-GAAP net income of $26.1 million from continuing operations in the nine months ended September 30, 2015, or $0.63 per diluted weighted average common share outstanding.

Business Outlook

The following statements are based on the Company’s current expectations for the fourth quarter of 2016. These statements are forward-looking and actual results may differ materially. A reconciliation between the GAAP and Non-GAAP outlook is included at the end of this press release.

● Revenue from continuing operations is expected to increase 5.5% to 8.5% sequentially in Q4 2016, a range of $74.7 million to $76.7 million.

● GAAP based gross margin is expected to be 66.7% - 67.8%.

● Non-GAAP gross margin is expected to be approximately 71.3% to 72.3%.

● Stock-based compensation expense is expected to be in the range of $7.1 million to $7.3 million.

● GAAP results are expected to be in a range between a net income of $4.0 million to $5.1 million, or $.09 - $0.11 per diluted share, on 44.6 million estimated diluted shares outstanding.

● Non-GAAP net income, excluding stock-based compensation expense, amortization of intangibles related to the Cortina acquisition and noncash interest on convertible debt, is expected to be in the range of $19.4 million to $20.5 million, or $0.44- $0.46 per diluted share, on 44.6 million estimated diluted shares outstanding.

Quarterly Conference Call Today

Inphi plans to hold a conference call today at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time with Ford Tamer, president and chief executive officer, and John Edmunds, chief financial officer, to discuss the third quarter 2016 results.

The call can be accessed by dialing 844-459-2451; international callers should dial 765-507-2591, participant passcode: 98500691. Please dial-in ten minutes prior to the scheduled conference call time. A live and archived webcast of the call will be available on Inphi’s website at http://investors.inphi.com for up to 30 days after the call.

About Inphi

Inphi Corporation is a leader in high-speed data movement. We move big data - fast, throughout the globe, between data centers, and inside data centers. Inphi's expertise in signal integrity results in reliable data delivery, at high speeds, over a variety of distances. As data volumes ramp exponentially due to video streaming, social media, cloud-based services, and wireless infrastructure, the need for speed has never been greater. That's where we come in. Customers rely on Inphi's solutions to develop and build out the Service Provider and Cloud infrastructures, and data centers of tomorrow. To learn more about Inphi, visit www.inphi.com.

# # #

Cautionary Note Concerning Forward-Looking Statements

Statements in the press release and certain matters to be discussed on the third quarter of 2016 conference call regarding Inphi Corporation, which are not historical facts, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by terms such as outlook, believe, expect, may, will, provide, could, and should, and the negative of these terms or other similar expressions. These statements include statements relating to: the Company’s business outlook and current expectations for the fourth quarter of 2016, including with respect to revenue, gross margin, stock-based compensation expense, operating performance, net income or loss, and earnings per share; the Company’s expectations and belief regarding continued growth in the fourth quarter of 2016, the Company’s pending strategic acquisition of ClariPhy and its belief that the acquisition will position it as one of the most comprehensive component suppliers across the optical networking market and that the product portfolio of the combined companies will enable Inphi to better support its service provider and cloud customers; features and benefits of the Company’s solutions; and benefits of using non-GAAP financial measures. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including: the Company’s ability to sustain profitable operations due to its history of losses and accumulated deficit; dependence on a limited number of customers for a substantial portion of revenue and lack of long-term purchase commitments from our customers; product defects; risk related to intellectual property matters, lengthy sales cycle and competitive selection process; lengthy and expensive qualification processes; ability to develop new or enhanced products in a timely manner; development of the markets that the Company targets; risks related to the pending acquisition of ClariPhy; risks related to the sale of the Memory product business; market demand for the Company’s products; reliance on third parties to manufacture, assemble and test products; ability to compete; and other risks inherent in fabless semiconductor businesses. In addition, actual results could differ materially due to changes in tax rates or tax benefits available, changes in claims that may or may not be asserted, as well as changes in pending litigation. For a discussion of these and other related risks, please refer to Inphi Corporation’s recent SEC filings, including its Annual Report on Form 10-K for the year ended December 31, 2015, which are available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Inphi Corporation undertakes no obligation to update forward-looking statements for any reason, except as required by law, even as new information becomes available or other events occur in the future.

Inphi, the Inphi logo and Think fast are registered trademarks of Inphi Corporation. All other trademarks used herein are the property of their respective owners.

Corporate Contact:

Kim Markle                              

Inphi                                   

408-217-7329                              

kmarkle@inphi.com

Investor Contact:

Deborah Stapleton

650-815-1239

deb@stapleton.com

INPHI CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands of dollars, except share and per share amounts)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenue	$	70,750		$	47,377		$	185,365		$	139,836
Cost of revenue		22,562			16,644			58,958			56,336
Gross margin		48,188			30,733			126,407			83,500
Operating expenses:
Research and development		25,897			23,192			77,205			63,968
Sales and marketing		6,688			4,841			18,282			15,643
General and administrative		5,359			4,387			14,436			15,632
Total operating expenses		37,944			32,420			109,923			95,243
Income (loss) from operations		10,244			(1,687	)		16,484			(11,743	)
Interest expense, net of other income		(2,118	)		27			(7,534	)		100
Income (loss) from continuing operations before income taxes		8,126			(1,660	)		8,950			(11,643	)
Provision for income taxes		1,530			223			1,501			2,092
Net income (loss) from continuing operations		6,596			(1,883	)		7,449			(13,735	)
Net income from discontinued operations, including gain on disposal, net of tax		72,976			781			72,874			2,925
Net income (loss)	$	79,572		$	(1,102	)	$	80,323		$	(10,810	)
Earnings per share:
Basic
Net income (loss) from continuing operations	$	0.16		$	(0.05	)	$	0.18		$	(0.36	)
Net income from discontinued operations		1.79			0.02			1.81			0.08
	$	1.95		$	(0.03	)	$	1.99		$	(0.28	)
Diluted
Net income (loss) from continuing operations	$	0.15		$	(0.05	)	$	0.17		$	(0.36	)
Net income from discontinued operations		1.65			0.02			1.66			0.08
	$	1.80		$	(0.03	)	$	1.83		$	(0.28	)
Weighted-average shares used in computing earnings per share:
Basic		40,854,508			38,890,594			40,343,548			38,343,831
Diluted		44,318,827			38,890,594			43,998,821			38,343,831

The following table presents details of stock-based compensation expense included in each functional line item in the consolidated statements of operations above:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(in thousands of dollars)
	(Unaudited)
Cost of revenue	$	529	$	299	$	1,290	$	995
Research and development		4,050		3,133		12,448		9,679
Sales and marketing		1,298		783		3,026		2,424
General and administrative		1,279		1,414		3,114		4,035
Discontinued operations		314		1,621		2,324		3,739
	$	7,470	$	7,250	$	22,202	$	20,872

INPHI CORPORATION

CONSOLIDATED BALANCE SHEETS

(in thousands of dollars)

(Unaudited)

	September 30, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	448,039		$	283,044
Short-term investments in marketable securities		245,420			43,616
Accounts receivable, net		41,426			30,418
Inventories		14,786			12,628
Prepaid expenses and other current assets		18,645			3,901
Current assets held for sale		-			5,268
Total current assets		768,316			378,875
Property and equipment, net		34,281			33,624
Goodwill		8,440			8,440
Identifiable intangible assets		56,757			66,289
Other noncurrent assets		7,273			14,448
Noncurrent assets held for sale		-			3,370
Total assets	$	875,067		$	505,046
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	12,275		$	5,851
Deferred revenue		3,765			4,654
Accrued expenses and other current liabilities		25,346			17,983
Current liabilities held for sale		-			5,490
Total current liabilities		41,386			33,978
Convertible debt		390,936			171,701
Other liabilities		3,210			8,697
Total liabilities		435,532			214,376
Stockholders’ equity:
Common stock		41			39
Additional paid-in capital		455,761			392,616
Accumulated deficit (1)		(17,157	)		(102,741	)
Accumulated other comprehensive income		890			756
Total stockholders’ equity		439,535			290,670
Total liabilities and stockholders’ equity	$	875,067		$	505,046

     (1) The accumulated deficit in 2016 includes the cumulative effect of accounting change of $5,261.

INPHI CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

(in thousands of dollars, except share and per share amounts)

To supplement the financial data presented on a GAAP basis, the Company discloses certain non-GAAP financial measures, which exclude stock-based compensation, legal, transition costs and other expenses, purchase price fair value adjustments related to Cortina acquisition, non-cash interest expense related to convertible debt, indirect expenses associated with discontinued operations and deferred tax asset valuation allowance. These non-GAAP financial measures are not in accordance with GAAP. These results should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures. The Company believes that its non-GAAP financial information provides useful information to management and investors regarding financial and business trends relating to its financial condition and results of operations because it excludes charges or benefits that management considers to be outside of the Company’s core operating results. The Company believes that the non-GAAP measures of gross margin, income from operations, net income and earnings per share, in combination with the Company’s financial results calculated in accordance with GAAP, provide investors with additional perspective and a more meaningful understanding of the Company’s ongoing operating performance. In addition, the Company’s management uses these non-GAAP measures to review and assess the financial performance of the Company, to determine executive officer incentive compensation and to plan and forecast performance in future periods. The Company’s non-GAAP measurements are not prepared in accordance with GAAP, and are not an alternative to GAAP financial information, and may be calculated differently than non-GAAP financial information disclosed by other companies.

INPHI CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP MEASURES

(in thousands of dollars, except share and per share amounts)

(Unaudited)

	Three Months Ended September 30,								Nine Months Ended September 30,
	2016				2015				2016				2015
GAAP revenue to Non-GAAP revenue
GAAP revenue	$	70,750			$	47,377			$	185,365			$	139,836
Cortina revenue lost due to purchase accounting		-				-				-				408		(a)
Non-GAAP revenue	$	70,750			$	47,377			$	185,365			$	140,244
GAAP gross margin to Non-GAAP gross margin
GAAP gross margin	$	48,188			$	30,733			$	126,407			$	83,500
Adjustments to GAAP gross margin:
Cortina revenue lost due to purchase accounting, net of cost of goods sold		-				-				-				303		(a)
Stock-based compensation		529		(b)		299		(b)		1,290		(b)		995		(b)
Acquisition related expenses		-				160		(c)		47		(c)		199		(c)
Amortization of inventory step-up		-				506		(d)		241		(d)		7,576		(d)
Amortization of intangibles		2,875		(e)		2,874		(e)		8,625		(e)		8,623		(e)
Depreciation on step-up values of fixed assets		27		(f)		53		(f)		73		(f)		149		(f)
Non-GAAP gross margin	$	51,619			$	34,625			$	136,683			$	101,345
GAAP operating expenses to Non-GAAP operating expenses
GAAP research and development	$	25,897			$	23,192			$	77,205			$	63,968
Adjustments to GAAP research and development:
Stock-based compensation		(4,050	)	(b)		(3,133	)	(b)		(12,448	)	(b)		(9,679	)	(b)
Acquisition related expenses		(4	)	(c)		(888	)	(c)		(372	)	(c)		(1,073	)	(c)
Depreciation on step-up values of fixed assets		(52	)	(f)		(69	)	(f)		(174	)	(f)		(138	)	(f)
Impairment of in-process research and development		-				-				-				(1,750	)	(g)
Indirect expenses associated with discontinued operations		(272	)	(h)		(816	)	(h)		(1,904	)	(h)		(2,448	)	(h)
Non-GAAP research and development	$	21,519			$	18,286			$	62,307			$	48,880
GAAP sales and marketing	$	6,688			$	4,841			$	18,282			$	15,643
Adjustments to GAAP sales and marketing:
Stock-based compensation		(1,298	)	(b)		(783	)	(b)		(3,026	)	(b)		(2,424	)	(b)
Acquisition related expenses		-				(313	)	(c)		(193	)	(c)		(462	)	(c)
Amortization of intangibles		(204	)	(e)		(204	)	(e)		(612	)	(e)		(612	)	(e)
Depreciation on step-up values of fixed assets		(29	)	(f)		(26	)	(f)		(72	)	(f)		(61	)	(f)
Non-GAAP sales and marketing	$	5,157			$	3,515			$	14,379			$	12,084
GAAP general and administrative	$	5,359			$	4,387			$	14,436			$	15,632
Adjustments to GAAP general and administrative:
Stock-based compensation		(1,279	)	(b)		(1,414	)	(b)		(3,114	)	(b)		(4,035	)	(b)
Acquisition related expenses		-				(127	)	(c)		(37	)	(c)		(715	)	(c)
Amortization of intangibles		(46	)	(e)		(46	)	(e)		(138	)	(e)		(138	)	(e)
Depreciation on step-up values of fixed assets		(8	)	(f)		(2	)	(f)		(15	)	(f)		2		(f)
Loss on disposal of Cortina property and equipment at fair value		-				-				-				(508	)	(i)
Non-GAAP general and administrative	$	4,026			$	2,798			$	11,132			$	10,238
Non-GAAP total operating expenses	$	30,702			$	24,599			$	87,818			$	71,202
GAAP net income (loss) from continuing operations to Non-GAAP net income from continuing operations
GAAP net income (loss) from continuing operations	$	6,596			$	(1,883	)		$	7,449			$	(13,735	)
Adjusting items to GAAP net income (loss) from continuing operations:
Cortina revenue lost due to purchase accounting, net of cost of goods sold		-				-				-				303		(a)
Operating expenses related to stock-based compensation expense		7,156		(b)		5,629		(b)		19,878		(b)		17,133		(b)
Acquisition related expenses		4		(c)		1,488		(c)		649		(c)		2,449		(c)
Amortization of inventory fair value step-up		-				506		(d)		241		(d)		7,576		(d)
Amortization of intangibles related to purchase price		3,125		(e)		3,124		(e)		9,375		(e)		9,373		(e)
Depreciation on step-up values of fixed assets		116		(f)		150		(f)		334		(f)		346		(f)
Impairment of in-process research and development		-				-				-				1,750		(g)
Indirect expenses associated with discontinued operations		272		(h)		816		(h)		1,904		(h)		2,448		(h)
Loss on disposal of Cortina property and equipment at fair value		-				-				-				508		(i)
Accretion and amortization expense on convertible debt		3,230		(j)		-				8,236		(j)		-
Gain on sale of cost method investment		(1,138	)	(k)		-				(1,138	)	(k)		-
Valuation allowance and tax effect of the adjustments from GAAP to non-GAAP		1,230		(l)		(1,127	)	(l)		(1,232	)	(l)		(2,061	)	(l)
Non-GAAP net income from continuing operations	$	20,591			$	8,703			$	45,696			$	26,090
Shares used in computing non-GAAP basic earnings per share		40,854,508				38,890,594				40,343,548				38,343,831
Shares used in computing non-GAAP diluted earnings per share		44,318,827				41,508,023				43,998,821				41,127,695
Non-GAAP earnings per share continuing operations:
Basic	$	0.50			$	0.22			$	1.13			$	0.68
Diluted	$	0.46			$	0.21			$	1.04			$	0.63
GAAP gross margin from continuing operations as a % of revenue		68.1	%			64.9	%			68.2	%			59.5	%
Stock-based compensation		0.8	%			0.6	%			0.7	%			0.7	%
Amortization of inventory fair value step-up and intangibles, Cortina revenue lost due to purchase accounting and others		4.1	%			7.6	%			4.8	%			12.1	%
Non-GAAP gross margin from continuing operations as a % of revenue		73.0	%			73.1	%			73.7	%			72.3	%

(a) Reflects the Cortina revenue lost due to purchase accounting and corresponding cost of goods sold. The Company includes this item when it evaluates the continuing operational performance of the Company.

(b) Reflects the stock-based compensation expense recorded relating to stock based awards. The Company excludes this item when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.

(c) Reflects the legal, transition costs and other expenses related to Cortina acquisition. The transition costs also include short-term cash retention bonus payments to Cortina employees that were part of the purchase agreement when the Company acquired Cortina. The Company excludes this item when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.

(d) Reflects the cost of goods sold fair value amortization of inventory step-up related to Cortina. The Company excludes these items when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.

(e) Reflects the fair value amortization of intangibles related to Cortina acquisition. The Company excludes these items when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.

(f) Reflects the fair value depreciation of fixed assets related to Cortina acquisition. The Company excludes these items when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.

(g) Reflects the impairment of in-process research and development from the Cortina acquisition. The Company excludes these items when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.

(h) Reflects indirect expenses which includes engineering software tools and lease expenses associated with discontinued operations. The Company excludes these items when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its continuing operating performance.

(i) Reflects the loss on disposal of certain property and equipment from the Cortina acquisition. The Company excludes these items when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.

(j) Reflects the accretion and amortization expense on convertible debt. The Company excludes these items when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.

(k) Reflects the gain on sale of cost method investment. The Company excludes this item when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.

(l) Reflects the change in valuation allowance and delta in interim period tax allocation from GAAP to non-GAAP related to non-GAAP adjustments. The Company excludes this item when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.

INPHI CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP MEASURES -FOURTH QUARTER 2016 GUIDANCE

(in thousands of dollars, except share and per share amounts)

(Unaudited)

	Three Months Ending December 31, 2016
	High			Low
Estimated GAAP net income from continuing operations	$	5,100		$	4,000
Adjusting items to estimated GAAP net income:
Operating expenses related to stock-based compensation expense		7,200			7,200
Amortization of intangibles		3,241			3,241
Amortization of convertible debt interest cost		5,920			5,920
Tax effect of GAAP to non-GAAP adjustments		(950	)		(950	)
Estimated non-GAAP net income from continuing operations	$	20,511		$	19,411
Shares used in computing estimated non-GAAP diluted earnings per share		44,600,000			44,600,000
Estimated non-GAAP diluted earnings per share	$	0.46		$	0.44
Revenue from continuing operations	$	76,700		$	74,700
GAAP gross margin from continuing operations as	$			$
a % of revenue		67.8	%		66.7	%
Adjusting items to estimated GAAP gross margin:
Stock-based compensation		529			529
Amortization of intangibles		2,900			2,900
Estimated non-GAAP gross margin	$	55,432		$	53,254
as a % of revenue		72.3	%		71.3	%