UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2005
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from to
Commission File Number: 000-50838
NETLOGIC MICROSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 77-0455244 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1875 Charleston Rd.
Mountain View, CA 94043
(650) 961-6676
(Address and telephone number of principal executive offices)
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ¨ No x
The number of shares outstanding of the Registrants Common Stock, $0.01 par value, was 17,750,733 as of April 29, 2005.
FORM 10-Q
TABLE OF CONTENTS
2
NETLOGIC MICROSYSTEMS, INC.
(IN THOUSANDS)
(UNAUDITED)
| March 31, 2005 |
December 31, 2004 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 46,270 | $ | 41,411 | ||||
| Accounts receivable, net |
8,683 | 5,873 | ||||||
| Inventory |
7,124 | 7,759 | ||||||
| Prepaid expenses and other current assets |
907 | 1,408 | ||||||
| Total current assets |
62,984 | 56,451 | ||||||
| Property and equipment, net |
2,745 | 2,953 | ||||||
| Other assets |
104 | 50 | ||||||
| Total assets |
$ | 65,833 | $ | 59,454 | ||||
| LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 4,992 | $ | 5,690 | ||||
| Accrued liabilities |
4,965 | 4,164 | ||||||
| Capital lease obligations, current |
824 | 1,314 | ||||||
| Total current liabilities |
10,781 | 11,168 | ||||||
| Capital lease obligations, long-term |
1 | 3 | ||||||
| Other liabilities |
240 | 181 | ||||||
| Total liabilities |
11,022 | 11,352 | ||||||
| Stockholders equity: |
||||||||
| Common stock |
177 | 176 | ||||||
| Additional paid-in capital |
150,717 | 150,769 | ||||||
| Notes receivable from stockholders |
(94 | ) | (434 | ) | ||||
| Deferred stock-based compensation |
(2,230 | ) | (3,227 | ) | ||||
| Accumulated deficit |
(93,759 | ) | (99,182 | ) | ||||
| Total stockholders equity |
54,811 | 48,102 | ||||||
| Total liabilities and stockholders equity |
$ | 65,833 | $ | 59,454 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
(UNAUDITED)
| Three months ended March 31, |
|||||||
| 2005 |
2004 |
||||||
| Revenue: |
|||||||
| Product revenue |
$ | 21,802 | $ | 7,765 | |||
| License and engineering service revenue |
| 502 | |||||
| Total revenue |
21,802 | 8,267 | |||||
| Cost of revenue: |
|||||||
| Cost of product revenue (1) |
9,484 | 5,570 | |||||
| Gross profit |
12,318 | 2,697 | |||||
| Operating expenses: |
|||||||
| Research and development |
3,837 | 4,084 | |||||
| Selling, general and administrative |
2,412 | 1,544 | |||||
| Stock-based compensation (2) |
637 | 2,253 | |||||
| Total operating expenses |
6,886 | 7,881 | |||||
| Income (loss) from operations |
5,432 | (5,184 | ) | ||||
| Interest and other income (expense), net |
159 | (221 | ) | ||||
| Income (loss) before income taxes |
5,591 | (5,405 | ) | ||||
| Provision for income taxes |
168 | | |||||
| Net income (loss) |
$ | 5,423 | $ | (5,405 | ) | ||
| Net income (loss) per share - Basic |
$ | 0.31 | $ | (1.58 | ) | ||
| Net income (loss) per share - Diluted |
$ | 0.29 | $ | (1.58 | ) | ||
| Shares used in calculation - Basic |
17,462 | 3,427 | |||||
| Shares used in calculation - Diluted |
18,558 | 3,427 | |||||
(1) Stock-based compensation included in cost of product revenue |
$ | 14 | $ | 117 | |||
| (2) Components of stock-based compensation included in operating expenses: |
|||||||
| Research and development |
$ | 257 | $ | 871 | |||
| Selling, general and administrative |
380 | 1,382 | |||||
| Total |
$ | 637 | $ | 2,253 | |||
The accompanying notes are an integral part of these unaudited financial statements.
4
NETLOGIC MICROSYSTEMS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
| Three months ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income (loss) |
$ | 5,423 | $ | (5,405 | ) | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
408 | 430 | ||||||
| Non-cash interest expense |
68 | 138 | ||||||
| Amortization of deferred stock-based compensation |
651 | 2,370 | ||||||
| Non-cash stock compensation charge |
19 | | ||||||
| Provision for allowance for doubtful accounts |
(93 | ) | 112 | |||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
(2,717 | ) | (2,820 | ) | ||||
| Inventory |
635 | (3,540 | ) | |||||
| Prepaid expenses and other assets |
379 | (164 | ) | |||||
| Accounts payable |
(698 | ) | 5,459 | |||||
| Accrued liabilities |
801 | (3,085 | ) | |||||
| Deferred revenue |
| (500 | ) | |||||
| Other long-term liabilities |
59 | | ||||||
| Net cash provided by (used in) operating activities |
4,935 | (7,005 | ) | |||||
| Cash flows from investing activities: |
||||||||
| Purchase of property and equipment |
(199 | ) | (348 | ) | ||||
| Proceeds from sale of short-term investments |
| 228 | ||||||
| Restricted cash |
| 5,000 | ||||||
| Net cash provided by (used in) investing activities |
(199 | ) | 4,880 | |||||
| Cash flows from financing activities: |
||||||||
| Proceeds from issuance of covertible promissory notes and warrants |
| 7,650 | ||||||
| Proceeds from notes payable and lines of credit |
| 13,539 | ||||||
| Repayment of notes payable and lines of credit |
| (12,410 | ) | |||||
| Proceeds from issuance of common stock |
280 | 752 | ||||||
| Capital lease payments |
(492 | ) | 126 | |||||
| Repurchase of common stock |
(5 | ) | (2 | ) | ||||
| Proceeds from payment of notes receivable from stockholders |
340 | 23 | ||||||
| Net cash provided by financing activities |
123 | 9,678 | ||||||
| Net increase in cash and cash equivalents |
4,859 | 7,553 | ||||||
| Cash and cash equivalents at the beginning of period |
41,411 | 13,155 | ||||||
| Cash and cash equivalents at the end of period |
$ | 46,270 | $ | 20,708 | ||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid for interest |
$ | | $ | 48 | ||||
| Supplemental disclosure of non-cash investing and financing activities: |
||||||||
| Acquisition of property and equipment under capital lease |
$ | | $ | 143 | ||||
| Issuance of warrants in connection with lines of credit |
$ | | $ | 223 | ||||
| Beneficial conversion feature of covertible notes |
$ | | $ | 2,466 | ||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
5
NetLogic Microsystems, Inc.
Notes to Condensed Financial Statements
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed financial statements of NetLogic Microsystems, Inc. (we, our and the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America and with the instructions for Form 10-Q and Regulation S-X statements. Accordingly, they do not include all of the information and notes required for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature.
These unaudited financial statements should be read in conjunction with the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2004. Operating results for the three-month period ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.
2. Stock-Based Compensation
We account for stock-based employee compensation arrangements using the intrinsic value method prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, (APB No. 25) and the related interpretation, Financial Accounting Standards Board Interpretation (FIN) No. 44 Accounting for Certain Transactions Involving Stock Compensation.
We provide additional pro forma disclosures as required under Statement of Financial Accounting Standards (SFAS) No. 123 Accounting for Stock-Based Compensation and SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure.
The following table illustrates the effect on our net loss as if we had recorded compensation costs based on the estimated grant date fair value as defined by SFAS No. 123 for all granted stock-based awards (in thousands, except per share data):
| Three months ended March 31, |
||||||||
| 2005 |
2004 |
|||||||
| Net income (loss) - as reported |
$ | 5,423 | $ | (5,405 | ) | |||
| Add: stock-based compensation expense included in reported net loss |
651 | 2,370 | ||||||
| Deduct: stock-based compensation expense determined under fair value based method for all awards |
(1,781 | ) | (2,431 | ) | ||||
| Net income (loss) - pro forma |
$ | 4,293 | $ | (5,466 | ) | |||
| Net income (loss) per common share |
||||||||
| As reported: |
||||||||
| Basic |
$ | 0.31 | $ | (1.58 | ) | |||
| Diluted |
$ | 0.29 | $ | (1.58 | ) | |||