NetLogic Microsystems, Inc. (NASDAQ:NETL), a worldwide leader in
high performance intelligent semiconductor solutions for
next-generation Internet networks, today announced financial
results for its fourth quarter and fiscal year ended Dec. 31,
2011.
Revenue for the fourth quarter of 2011 was $96.2 million, a 9.9%
sequential decrease from $106.8 million for the third quarter of
2011 and a 4.2% decrease from $100.4 million for the fourth quarter
of 2010.
Fourth quarter 2011 net loss, determined in accordance with
generally accepted accounting principles (GAAP), was $30.1 million
or $0.43 per diluted share. By comparison, GAAP net loss was $9.4
million or $0.14 per diluted share for the fourth quarter of 2010.
GAAP net income for fourth quarter 2011 included stock-based
compensation and related payroll taxes, changes in contingent
earn-out liability, amortization of intangible assets,
acquisition-related costs, and establishment of deferred tax asset
valuation allowance. Excluding these items, non-GAAP net income for
the fourth quarter of 2011 was $24.6 million or $0.32 per diluted
share, compared with $0.45 per diluted share for the fourth quarter
of 2010.
For the fiscal year 2011, revenue was $405.4 million, a 6.2%
increase from $381.7 million for fiscal year 2010.
Fiscal year 2011 GAAP net loss was $56.7 million or $0.82 per
diluted share. By comparison, GAAP net loss for fiscal year 2010
was $66.4 million or $1.10 per diluted share. GAAP net income for
fiscal year 2011 included stock-based compensation and related
payroll taxes, changes in contingent earn-out liability,
amortization of intangible assets, inventory fair value adjustments
and related taxes, acquisition-related costs, and establishment of
deferred tax asset valuation allowance. Excluding these items,
non-GAAP net income for fiscal year 2011 was $123.0 million or
$1.62 per diluted share, compared with $1.58 per diluted share for
fiscal year 2010.
Merger Update
As previously announced on September 12, 2011, NetLogic
Microsystems, Inc entered into an Agreement and Plan of Merger with
Broadcom Corporation and I&N Acquisition Corp., a wholly owned
subsidiary of Broadcom, pursuant to which NetLogic Microsystems
would be acquired by Broadcom for $50.00 per share in cash.
Consummation of the merger remains subject to the satisfaction
of customary closing conditions, other than conditions requiring
stockholder approval and required regulatory approvals and
clearances, all of which have been satisfied including the approval
of the transaction without conditions from the Ministry of Commerce
of the People’s Republic of China. Both companies anticipate
closing the transaction shortly subject to satisfaction or waiver
of all conditions to close.
Recent Operating
Highlights
- NetLogic Microsystems announced the
industry’s first open–source Xen® hypervisor for high-performance
multi-core MIPS64® processors. The new Xen hypervisor enables
highly efficient virtualization for next-generation communications,
networking and server platforms using the industry’s best-in-class
XLP® and XLP II multi-core, multi-threaded processors.
- The company expanded its intellectual
property portfolio to now include over 800 worldwide patents,
filings and international registrations covering a broad range of
innovations for its industry-leading products for networking
infrastructure. The extraordinary strength of its intellectual
property portfolio has enabled NetLogic Microsystems to be at the
forefront of innovation and technology leadership in
high-performance multi-core processing, knowledge-based processing,
digital front-end processing and 10/40/100 Gigabit Ethernet PHY
solutions.
- NetLogic Microsystems received the
distinguished 2011 Most Respected Emerging Public Semiconductor
Company Award for the third consecutive year from the Global
Semiconductor Alliance (GSA). It was recognized by its industry
peers, customers, partners and the GSA as the most respected public
semiconductor company with revenue up to $500 million.
About NetLogic Microsystems
NetLogic Microsystems, Inc. (NASDAQ: NETL) is a worldwide leader
in high-performance intelligent semiconductor solutions that are
powering next-generation Internet networks. NetLogic Microsystems’
best-in-class products perform highly differentiated tasks of
accelerating complex network traffic to significantly enhance the
performance and functionality of advanced 3G/4G mobile wireless
infrastructure, data center, enterprise, metro Ethernet, edge and
core infrastructure networks. NetLogic Microsystems’ market-leading
product portfolio includes high-performance multi-core processors,
knowledge-based processors, content processors, network search
engines, ultra low-power embedded processors, digital front-end
processors and high-speed 10/40/100 Gigabit Ethernet PHY solutions.
These products are designed into high-performance systems such as
switches, routers, wireless base stations, security appliances,
networked storage appliances, service gateways and connected media
devices offered by leading original equipment manufacturers (OEMs).
NetLogic Microsystems is headquartered in Santa Clara, California,
and has offices and design centers throughout North America, Asia
and Europe. For more information about products offered by NetLogic
Microsystems, call +1-408-454-3000 or visit the NetLogic
Microsystems Web site at http://www.netlogicmicro.com.
NetLogic Microsystems and the NetLogic Microsystems logo are
trademarks of NetLogic Microsystems, Inc. XLP is a registered
trademarks of NetLogic Microsystems, Inc. All other trademarks are
the properties of their respective owners.
NETLOGIC MICROSYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(IN THOUSANDS, EXCEPT FOR PER SHARE
AMOUNTS)
(UNAUDITED)
Three months ended Twelve months
ended December 31,2011 December
31,2010 December 31,2011
December 31,2010 Revenue $ 96,247 $ 100,428
$ 405,413 $ 381,745 Cost of revenue* 35,335
38,561 156,488
173,427 Gross profit 60,912
61,867 248,925
208,318 Operating expenses: Research and development*
39,997 35,235 153,459 127,697 Selling, general and administrative*
22,677 19,260 90,799 78,879 Change in contingent earn-out liability
(16,957 ) 20,573 14,459 71,725 Acquisition-related costs
2,496 - 10,743
735 Total operating expenses 48,213
75,068 269,460
279,036 Income (loss) from operations 12,699
(13,201 ) (20,535 ) (70,718 ) Other income (expense): Gain
recognized on investment in Optichron, Inc. - - 4,259 - Impairment
charge on other investment - - (1,276 ) - Interest and other income
(expense), net 42 111
540 (125 ) Income (loss) before income
taxes 12,741 (13,090 ) (17,012 ) (70,843 ) Provision for (benefit
from) income taxes 42,793 (3,682 )
39,690 (4,472 ) Net loss $
(30,052 ) $ (9,408 ) $ (56,702 ) $ (66,371 )
Net loss per share - Basic and Diluted $ (0.43 ) $ (0.14 )
$ (0.82 ) $ (1.10 ) Shares used in calculation -
Basic and Diluted 70,547 65,155
69,190 60,426
* Includes stock-based compensation and
related payroll taxes, and amortization of intangible assets as
follows (in thousands):
Three months ended Twelve months ended
December 31,2011 December
31,2010 December 31,2011
December 31,2010 Stock-based compensation and related
payroll taxes: Cost of revenue $ 283 $ 379 $ 1,056 $ 915 Research
and development 8,845 6,485 34,242 25,948 Selling, general and
administrative 5,553 5,078
24,320 21,983 Total $
14,681 $ 11,942 $ 59,618
$ 48,846 Amortization of intangible assets: Cost of
revenue $ 9,790 $ 10,430 $ 48,260 $ 39,458 Selling, general and
administrative 1,278 913
4,727 3,652 Total $ 11,068
$ 11,343 $ 52,987 $
43,110
Non-GAAP Financial Information
In addition to disclosing financial results calculated in
accordance with U.S. generally accepted accounting principles
(GAAP), this announcement of operating results contains non-GAAP
financial measures that exclude the income statement effects of
stock-based compensation and related payroll taxes, change in
contingent earn-out liability, amortization of intangible assets,
fair value adjustments of acquired inventory and related taxes,
acquisition-related costs, lease termination costs, a gain
recognized on a pre-acquisition investment in Optichron, Inc., an
impairment charge on another investment, release and establishment
of deferred tax asset valuation allowance, and the effects of
excluding stock-based compensation upon the number of diluted
shares used in calculating non-GAAP earnings per share.
We have excluded stock-based compensation expense and changes in
contingent earn-out liability in calculating these non-GAAP
financial measures. These expenses rely on valuations based on
future events such as the market price of our common stock and
revenue generated from products acquired in the RMI and Optichron
acquisitions during a defined period following the close that are
difficult to predict and are affected by market factors that are
largely not within the control of management. We have excluded
stock related payroll taxes, amortization of intangible assets,
fair value adjustments related to acquired inventory and the
related tax effect, acquisition-related costs, lease termination
costs, gain recognized on investment in Optichron, Inc., impairment
charge on other investment and changes in deferred tax asset
valuation allowance because we do not consider them to be related
to our core operating performance.
We use the non-GAAP financial measures that exclude these items
to make strategic decisions, forecast future results and evaluate
the Company’s current performance. We believe that the presentation
of non-GAAP financial measures that exclude these items is useful
to investors because we do not consider these charges either part
of the day-to-day business or reflective of the core operational
activities of the Company that are within the control of management
or that are used to evaluate management’s operating
performance.
The non-GAAP financial measures disclosed by the Company should
not be considered a substitute for, or superior to, financial
measures calculated in accordance with GAAP, and the financial
results calculated in accordance with GAAP and reconciliations to
those financial statements should be carefully evaluated. The
non-GAAP financial measures used by the Company may be calculated
differently from, and therefore may not be comparable to, similarly
titled measures used by other companies. The Company has provided
reconciliations of the non-GAAP financial measures to the most
directly comparable GAAP financial measures. For additional
information regarding these non-GAAP financial measures, and
management’s explanation of why it considers such measures to be
useful, refer to the Form 8-K dated February 15, 2012 that the
Company has submitted to the Securities and Exchange
Commission.
NETLOGIC MICROSYSTEMS, INC.
RECONCILIATION OF GAAP NET LOSS TO
NON-GAAP NET INCOME
(IN THOUSANDS)
(UNAUDITED)
Three months ended Twelve months
ended December 31,
2011
December 31,
2010
December 31,
2011
December 31,
2010
GAAP net loss $ (30,052 ) $ (9,408 ) $ (56,702 ) $ (66,371 )
Reconciling items: Stock-based compensation and related taxes
14,681 11,942 59,618 48,846 Changes in contingent earn-out
liability (16,957 ) 20,573 14,459 71,725 Amortization of intangible
assets 11,068 11,343 52,987 43,110 Fair value adjustments of
acquired inventory - - 2,381 16,018 Acquisition-related costs 2,496
- 10,743 735 Lease termination costs - - - 503 Gain recognized on
investment in Optichron - - (4,259 ) - Impairment charge on other
investment - - 1,276 - Tax effect of inventory fair value
adjustment - - (847 ) (5,618 ) Establishment (release) of deferred
tax asset valuation allowance 43,376 (1,585 )
43,376 (1,585 ) Non-GAAP net income $ 24,612
$ 32,865 $ 123,032 $ 107,363
NETLOGIC MICROSYSTEMS, INC.
RECONCILIATION OF GAAP DILUTED NET INCOME
(LOSS) PER SHARE TO
NON-GAAP DILUTED NET INCOME PER SHARE
(UNAUDITED)
Three months ended Twelve months
ended December 31,
2011
December 31,
2010
December 31,
2011
December 31,
2010
GAAP net loss per share - Diluted $ (0.43) $ (0.14) $
(0.82) $ (1.10) Reconciling items: Stock-based compensation
and related taxes 0.19 0.16 0.78 0.72 Changes in contingent
earn-out liability (0.22) 0.28 0.19 1.05 Amortization of intangible
assets 0.14 0.15 0.70 0.63 Fair value adjustments of acquired
inventory - - 0.03 0.24 Acquisition-related costs 0.03 - 0.14 0.01
Lease termination costs - - - 0.01 Gain recognized on investment in
Optichron - - (0.06) - Impairment charge on other investment - -
0.02 - Tax effect of inventory fair value adjustment - - (0.01)
(0.08) Establishment (release) of deferred tax asset valuation
allowance 0.56 (0.02) 0.57 (0.02) Difference in shares count
between diluted GAAP and diluted non-GAAP calculation 0.05
0.02 0.08 0.12 Non-GAAP net income per share -
Diluted $ 0.32 $ 0.45 $ 1.62 $ 1.58
NETLOGIC MICROSYSTEMS, INC.
RECONCILIATION OF THE SHARES USED FOR GAAP
DILUTED
NET INCOME (LOSS) PER SHARE CALCULATION TO
THE SHARES USED FOR
NON-GAAP DILUTED NET INCOME PER SHARE
CALCULATION
(IN THOUSANDS)
(UNAUDITED)
Three months ended Twelve months
ended December 31,
2011
December 31,
2010
December 31,
2011
December 31,
2010
Shares used in calculation - Diluted (GAAP) 70,547 65,155
69,190 60,426 The effect of removing stock-based
compensation expense for non-GAAP presentation purpose 2,117 2,269
2,147 2,526 The effect of dilutive potential common shares due to
reporting non-GAAP net income 4,592 5,979 4,631
5,065 Shares used in calculation - Diluted (Non-GAAP) 77,256
73,403 75,968 68,017
NETLOGIC MICROSYSTEMS, INC.
RECONCILIATION OF GAAP GROSS MARGIN TO
NON-GAAP GROSS MARGIN
(IN THOUSANDS, EXCEPT PERCENTAGES)
(UNAUDITED)
Three months ended Twelve months
ended December 31,
2011
December 31,
2010
December 31,
2011
December 31,
2010
GAAP gross margin $ 60,912 63.3 % $ 61,867 61.6 % $ 248,925 61.4 %
$ 208,318 54.6 % Reconciling items: Stock-based compensation 283
0.3 % 379 0.4 % 1,056 0.3 % 915 0.2 % Amortization of intangible
assets 9,790 10.2 % 10,430 10.4 % 48,260 11.9 % 39,458 10.3 % Fair
value adjustment related to acquired inventory - 0.0 %
- 0.0 % 2,381 0.6 % 16,018 4.2 % Non-GAAP
gross margin $ 70,985 73.8 % $ 72,676 72.4 % $ 300,622 74.2 % $
264,709 69.3 %
NETLOGIC MICROSYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
December 31,
2011
December 31,
2010
ASSETS Current assets: Cash, cash equivalents and short-term
investments $ 258,868 $ 256,167 Accounts receivables, net 38,189
19,829 Inventories 35,051 36,290 Deferred income taxes 2,143 8,428
Prepaid expenses and other current assets 8,530
11,458 Total current assets 342,781 332,172
Property and equipment, net 30,115 20,507 Goodwill 166,760 112,700
Intangible asset, net 192,961 180,838 Other assets 42,473
66,372 Total assets $ 775,090
$ 712,589 LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities Accounts payable $ 6,133 $ 17,257 Accrued
liabilities 23,972 27,848 Contingent earn-out liability, current
51,741 - Deferred margin 815 4,242 Software licenses and other
obligations, current 5,281 4,514
Total current liabilities 87,942 53,861 Contingent earn-out
liability, long-term 6,193 - Software licenses and other
obligations, long-term 2,978 2,033 Other liabilities 38,275
37,782 Total liabilities 135,388
93,676 Stockholders' equity Common
stock 713 675 Additional paid-in capital 887,328 807,780
Accumulated other comprehensive loss (2,123 ) (28 ) Accumulated
deficit (246,216 ) (189,514 ) Total
stockholders' equity 639,702 618,913
Total liabilities and stockholders' equity $ 775,090
$ 712,589
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