- Current report filing (8-K)
February 09 2012 - 4:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 6, 2012
NetLogic Microsystems, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-50838
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77-0455244
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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3975 Freedom Circle, Santa Clara, CA 95054
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 454-3000
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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02
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Results of Operations and Financial Condition.
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The information contained in this report and the exhibit attached hereto is furnished solely pursuant to Item 2.02 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained herein and the exhibit attached hereto shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by NetLogic Microsystems, Inc., whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing.
On February 9, 2012, we issued a press release announcing our preliminary financial information for the three months and twelve months ended December 31, 2011, which is included in this report as Exhibit 99.1. The press release should be read in conjunction with the statements regarding forward-looking statements that are included in the text of the press release.
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Item 4.02(a)
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Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
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On February 6, 2012, the Company concluded it is necessary to correct, by restating its previously issued financial statements for the three months ended March 31, 2011, six months ended June 30, 2011, and three and nine-months ended September 30, 2011, for material errors related to the understatement of expenses consisting of $4.0 million of stock compensation expenses and $0.4 million of severance expenses, and related tax effect, associated with an employment arrangement that should have been recorded during the three months ended March 31, 2011. In addition, the Company is correcting an under accrual of acquisition-related costs, consisting of legal expenses of $0.7 million that should have been recorded during the three months ended September 30, 3011.
Consequently, the consolidated financial statements and related financial information contained in such previously filed quarterly reports on Form 10-Q for the quarters ended March 31, 2011, June 30, 2011, and September 30, 2011 should no longer be relied upon. Additionally, the Company has re-evaluated its prior conclusions on the effectiveness of its disclosure controls and procedures for the
evaluation of the accounting for non-standard equity transactions
and concluded that a material weakness existed. New processes are being adopted and operational controls are being strengthened to address this issue going forward.
The Company currently expects to disclose restated financial statements for the affected periods in conjunction with the filing of its 2011 annual report on Form 10-K, which it expects to file on or about February 15, 2012.
The decision to restate the Company’s previously issued financial statement was made by the Audit Committee of the Company’s Board of Directors, following consultation with and upon the recommendation of management. The Company discussed the matters relating to the restatement with PricewaterhouseCoopers, LLP, the Company’s independent registered public accounting firm.
Restatement Adjustments
In connection with the departure of an officer and the payment of his separation package which occurred in December 2011, the Company determined that the severance benefit should have been recorded as an expense during the three months ended March 31, 2011, when the Company confirmed that the officer would be entitled to those benefits upon his elective resignation, rather than when he did resign in December 2011. Consequently, cash severance expenses of $384,000, as well as stock compensation expenses of $4,013,000 associated with accelerated vesting of 226,934 common shares with respect to stock options and 126,072 common shares from awards of restricted stock units should have been accrued in a prior period, specifically the three months ended March 31, 2011. There were no impacts on any other quarterly periods.
In addition, the Company is correcting an under accrual of acquisition-related costs, consisting of legal expenses of $723,000 during the three months ended September 30, 3011.
The table below reflects the breakdown by quarter of the restatement adjustments to net income (loss) and total adjustments for the nine months ended September 30, 2011. The consolidated financial statements will be restated as follows (in thousands):
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Net income (loss), as previously reported
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Stock compen-sation
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Cash severance
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Acquisition-related costs
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Benefit from income taxes
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Total adjustments, net of tax
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Net income (loss), as restated
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Three months ended March 31, 2011
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$
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6,004
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$
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(4,013
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)
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$
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(384
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)
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$
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-
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$
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438
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$
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(3,959
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)
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$
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2,045
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Three months ended June 30, 2011
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(35,181
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)
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-
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-
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-
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-
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-
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(35,181
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)
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Three months ended September 30, 2011
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7,209
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-
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-
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(723
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)
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-
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(723
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)
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6,486
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Nine months ended September 30, 2011
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$
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(21,968
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)
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$
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(4,013
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)
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$
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(384
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)
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$
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(723
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$
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438
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$
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(4,682
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)
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$
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(26,650
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)
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The following table presents the cumulative impact of financial statement adjustments on the previously reported consolidated statement of operations for the three months ended March 31, 2011 (in thousands, except for per share amounts):
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Three Months Ended March 31, 2011
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As Previously Reported
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Adjustments
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As Restated
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Revenue
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$
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98,669
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$
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-
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$
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98,669
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Cost of revenue
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38,242
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-
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38,242
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Gross profit
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60,427
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-
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60,427
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Operating expenses:
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Research and development
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32,825
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-
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32,825
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Selling, general and administrative
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20,414
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4,397
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(A)(B)
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24,811
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Acquisition-related costs
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487
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-
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487
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Total operating expenses
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53,726
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4,397
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58,123
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Loss from operations
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6,701
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(4,397
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)
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2,304
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Other income (expense):
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Interest and other income (expense), net
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311
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-
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311
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Loss before income taxes
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7,012
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(4,397
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2,615
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Benefit from income taxes
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1,008
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(438
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(C)
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570
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Net income
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$
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6,004
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$
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(3,959
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$
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2,045
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Net income per share - Basic
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$
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0.09
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$
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0.03
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Net income per share - Diluted
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$
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0.08
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$
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0.03
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Shares used in calculation - Basic
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68,002
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76
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(D)
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68,078
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Shares used in calculation - Diluted
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72,696
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96
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72,792
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(A)
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Adjustments for cash severance associated with the officer’s separation package
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(B)
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Adjustments for stock compensation associated with the officer’s separation package
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(C)
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Adjustments to record the tax effect of (A) and (B)
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(D)
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Adjustments for the effects of vesting acceleration in basic and diluted share count
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The following table presents the cumulative impact of financial statement adjustments on the previously reported consolidated statement of operations for the three and six months ended June 30, 2011 (in thousands, except for per share amounts):
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Three Months Ended June 30, 2011
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Six Months Ended June 30, 2011
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As Previously Reported
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Adjustments
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As Restated
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As Previously Reported
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Adjustments
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As Restated
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Revenue
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$
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103,689
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$
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-
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$
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103,689
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$
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202,358
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$
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-
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$
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202,358
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Cost of revenue
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43,221
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-
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43,221
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81,463
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-
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81,463
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Gross profit
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60,468
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-
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60,468
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120,895
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-
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120,895
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|
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Operating expenses:
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|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
|
|
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Research and
development
|
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40,789
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-
|
|
|
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40,789
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73,614
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-
|
|
|
|
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73,614
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|
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Selling, general and
administrative
|
|
|
21,311
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|
|
|
-
|
|
|
|
|
21,311
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|
|
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41,725
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|
|
|
4,397
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(A)(B)
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|
|
46,122
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|
Change in contingent
earn-out liability
|
|
|
36,711
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|
|
|
-
|
|
|
|
|
36,711
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|
|
|
36,711
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|
|
|
-
|
|
|
|
|
36,711
|
|
|
Acquisition-related
costs
|
|
|
1,446
|
|
|
|
-
|
|
|
|
|
1,446
|
|
|
|
1,933
|
|
|
|
-
|
|
|
|
|
1,933
|
|
|
Total operating
expenses
|
|
|
100,257
|
|
|
|
-
|
|
|
|
|
100,257
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|
|
|
153,983
|
|
|
|
4,397
|
|
|
|
|
158,380
|
|
|
Loss from operations
|
|
|
(39,789
|
)
|
|
|
-
|
|
|
|
|
(39,789
|
)
|
|
|
(33,088
|
)
|
|
|
(4,397
|
)
|
|
|
|
(37,485
|
)
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain recognized on
investment
in
Optichron, Inc.
|
|
|
4,259
|
|
|
|
-
|
|
|
|
|
4,259
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|
|
|
4,259
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|
|
|
-
|
|
|
|
|
4,259
|
|
|
Impairment charge
on
other investment
|
|
|
(1,276
|
)
|
|
|
-
|
|
|
|
|
(1,276
|
)
|
|
|
(1,276
|
)
|
|
|
-
|
|
|
|
|
(1,276
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)
|
|
Interest and other
income (expense),
net
|
|
|
93
|
|
|
|
-
|
|
|
|
|
93
|
|
|
|
404
|
|
|
|
-
|
|
|
|
|
404
|
|
|
Loss before income taxes
|
|
|
(36,713
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)
|
|
|
-
|
|
|
|
|
(36,713
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)
|
|
|
(29,701
|
)
|
|
|
(4,397
|
)
|
|
|
|
(34,098
|
)
|
|
Benefit from income taxes
|
|
|
(1,532
|
)
|
|
|
-
|
|
|
|
|
(1,532
|
)
|
|
|
(524
|
)
|
|
|
(438
|
)
|
(C)
|
|
|
(962
|
)
|
|
Net loss
|
|
$
|
(35,181
|
)
|
|
$
|
-
|
|
|
|
$
|
(35,181
|
)
|
|
$
|
(29,177
|
)
|
|
$
|
(3,959
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)
|
|
|
$
|
(33,136
|
)
|
|
Net loss per share
-Basic
|
|
$
|
(0.51
|
)
|
|
|
|
|
|
|
$
|
(0.51
|
)
|
|
$
|
(0.43
|
)
|
|
|
|
|
|
|
$
|
(0.48
|
)
|
|
Net loss per share
-Diluted
|
|
$
|
(0.51
|
)
|
|
|
|
|
|
|
$
|
(0.51
|
)
|
|
$
|
(0.43
|
)
|
|
|
|
|
|
|
$
|
(0.48
|
)
|
|
Shares used in calculation
-
Basic
|
|
|
68,560
|
|
|
|
126
|
|
(D)
|
|
|
68,686
|
|
|
|
68,489
|
|
|
|
101
|
|
(D)
|
|
|
68,590
|
|
|
Shares used in calculation
-
Diluted
|
|
|
68,560
|
|
|
|
126
|
|
(D)
|
|
|
68,686
|
|
|
|
68,489
|
|
|
|
101
|
|
(D)
|
|
|
68,590
|
|
|
(A)
|
Adjustments for cash severance associated with the officer’s separation package
|
|
(B)
|
Adjustments for stock compensation associated with the officer’s separation package
|
|
(C)
|
Adjustments to record the tax effect of (A) and (B)
|
|
(D)
|
Adjustments for the effects of vesting acceleration in basic and diluted share count
|
The following table presents the cumulative impact of financial statement adjustments on the previously reported consolidated statement of operations for the three and nine months ended September 30, 2011 (in thousands, except for per share amounts):
|
|
|
Three Months Ended September 30, 2011
|
|
|
Nine Months Ended September 30, 2011
|
|
|
|
|
As Previously Reported
|
|
|
Adjustments
|
|
|
|
As Restated
|
|
|
As Previously Reported
|
|
|
Adjustments
|
|
|
|
As Restated
|
|
|
Revenue
|
|
$
|
106,808
|
|
|
$
|
-
|
|
|
|
$
|
106,808
|
|
|
$
|
309,166
|
|
|
$
|
-
|
|
|
|
$
|
309,166
|
|
|
Cost of revenue
|
|
|
39,690
|
|
|
|
-
|
|
|
|
|
39,690
|
|
|
|
121,153
|
|
|
|
-
|
|
|
|
|
121,153
|
|
|
Gross profit
|
|
|
67,118
|
|
|
|
-
|
|
|
|
|
67,118
|
|
|
|
188,013
|
|
|
|
-
|
|
|
|
|
188,013
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and
development
|
|
|
39,848
|
|
|
|
-
|
|
|
|
|
39,848
|
|
|
|
113,462
|
|
|
|
-
|
|
|
|
|
113,462
|
|
|
Selling, general and
administrative
|
|
|
22,000
|
|
|
|
-
|
|
|
|
|
22,000
|
|
|
|
63,725
|
|
|
|
4,397
|
|
(A)(B)
|
|
|
68,122
|
|
|
Change in contingent
earn-out liability
|
|
|
(5,295
|
)
|
|
|
-
|
|
|
|
|
(5,295
|
)
|
|
|
31,416
|
|
|
|
-
|
|
|
|
|
31,416
|
|
|
Acquisition-related
costs
|
|
|
5,591
|
|
|
|
723
|
|
(E)
|
|
|
6,314
|
|
|
|
7,524
|
|
|
|
723
|
|
(E)
|
|
|
8,247
|
|
|
Total operating
expenses
|
|
|
62,144
|
|
|
|
723
|
|
|
|
|
62,867
|
|
|
|
216,127
|
|
|
|
5,120
|
|
|
|
|
221,247
|
|
|
Loss from operations
|
|
|
4,974
|
|
|
|
(723
|
)
|
|
|
|
4,251
|
|
|
|
(28,114
|
)
|
|
|
(5,120
|
)
|
|
|
|
(33,234
|
)
|
|
Other income (expense):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain recognized on
investment in
Optichron, Inc.
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
4,259
|
|
|
|
-
|
|
|
|
|
4,259
|
|
|
Impairment charge
on other investment
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
(1,276
|
)
|
|
|
-
|
|
|
|
|
(1,276
|
)
|
|
Interest and other
income (expense),
net
|
|
|
94
|
|
|
|
-
|
|
|
|
|
94
|
|
|
|
498
|
|
|
|
-
|
|
|
|
|
498
|
|
|
Loss before income taxes
|
|
|
5,068
|
|
|
|
(723
|
)
|
|
|
|
4,345
|
|
|
|
(24,633
|
)
|
|
|
(5,120
|
)
|
|
|
|
(29,753
|
)
|
|
Benefit from income taxes
|
|
|
(2,141
|
)
|
|
|
-
|
|
|
|
|
(2,141
|
)
|
|
|
(2,665
|
)
|
|
|
(438
|
)
|
(C)
|
|
|
(3,103
|
)
|
|
Net income (loss)
|
|
$
|
7,209
|
|
|
$
|
(723
|
)
|
|
|
$
|
6,486
|
|
|
$
|
(21,968
|
)
|
|
$
|
(4,682
|
)
|
|
|
$
|
(26,650
|
)
|
|
Net income (loss) per share
-Basic
|
|
$
|
0.10
|
|
|
|
|
|
|
|
$
|
0.09
|
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
|
$
|
(0.39
|
)
|
|
Net income (loss) per share
-Diluted
|
|
$
|
0.10
|
|
|
|
|
|
|
|
$
|
0.09
|
|
|
$
|
(0.32
|
)
|
|
|
|
|
|
|
$
|
(0.39
|
)
|
|
Shares used in calculation
-
Basic
|
|
|
69,266
|
|
|
|
126
|
|
(D)
|
|
|
69,392
|
|
|
|
68,585
|
|
|
|
109
|
|
(D)
|
|
|
68,694
|
|
|
Shares used in calculation
-
Diluted
|
|
|
73,498
|
|
|
|
83
|
|
|
|
|
73,581
|
|
|
|
68,585
|
|
|
|
109
|
|
(D)
|
|
|
68,694
|
|
|
(A)
|
Adjustments for cash severance associated with the officer’s separation package
|
|
(B)
|
Adjustments for stock compensation associated with the officer’s separation package
|
|
(C)
|
Adjustments to record the tax effect of (A) and (B)
|
|
(D)
|
Adjustments for the effects of vesting acceleration in basic and diluted share count
|
|
(E)
|
Adjustments for under accrual of acquisition-related costs
|
The following table presents the cumulative impact of financial statement adjustments on the previously reported consolidated statement of operations for the three and nine months ended September 30, 2011 (in thousands, except for per share amounts):
|
|
|
September 30, 2011
|
|
|
|
|
As Previously Reported
|
|
|
Adjustments
|
|
|
|
As Restated
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
125,751
|
|
|
|
|
|
|
$
|
125,751
|
|
|
Short-term investments
|
|
|
116,621
|
|
|
|
|
|
|
|
116,621
|
|
|
Accounts receivables, net
|
|
|
38,916
|
|
|
|
|
|
|
|
38,916
|
|
|
Inventories
|
|
|
38,326
|
|
|
|
|
|
|
|
38,326
|
|
|
Deferred income taxes
|
|
|
7,493
|
|
|
|
|
|
|
|
7,493
|
|
|
Prepaid expenses and other current assets
|
|
|
12,536
|
|
|
|
438
|
|
(C)
|
|
|
12,974
|
|
|
Total current assets
|
|
|
339,643
|
|
|
|
|
|
|
|
|
340,081
|
|
|
Property and equipment, net
|
|
|
31,235
|
|
|
|
|
|
|
|
|
31,235
|
|
|
Goodwill
|
|
|
167,152
|
|
|
|
|
|
|
|
|
167,152
|
|
|
Intangible assets, net
|
|
|
204,029
|
|
|
|
|
|
|
|
|
204,029
|
|
|
Other assets
|
|
|
78,521
|
|
|
|
|
|
|
|
|
78,521
|
|
|
Total assets
|
|
$
|
820,580
|
|
|
|
|
|
|
|
$
|
821,018
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
16,470
|
|
|
|
|
|
|
|
$
|
16,470
|
|
|
Accrued liabilities
|
|
|
29,275
|
|
|
|
1,107
|
|
(A)(E)
|
|
|
30,382
|
|
|
Contingent earn-out liability, current
|
|
|
71,024
|
|
|
|
|
|
|
|
|
71,024
|
|
|
Deferred margin
|
|
|
2,932
|
|
|
|
|
|
|
|
|
2,932
|
|
|
Software licenses and other obligations, current
|
|
|
4,722
|
|
|
|
|
|
|
|
|
4,722
|
|
|
Total current liabilities
|
|
|
124,423
|
|
|
|
|
|
|
|
|
125,530
|
|
|
Contingent earn-out liability, long-term
|
|
|
3,867
|
|
|
|
|
|
|
|
|
3,867
|
|
|
Software licenses and other obligations, long-term
|
|
|
3,394
|
|
|
|
|
|
|
|
|
3,394
|
|
|
Other liabilities
|
|
|
41,520
|
|
|
|
|
|
|
|
|
41,520
|
|
|
Total liabilities
|
|
|
173,204
|
|
|
|
|
|
|
|
|
174,311
|
|
|
Stockholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
696
|
|
|
|
|
|
|
|
|
696
|
|
|
Additional paid-in capital
|
|
|
860,623
|
|
|
|
4,013
|
|
(B)
|
|
|
864,636
|
|
|
Accumulated other comprehensive loss
|
|
|
(2,461
|
)
|
|
|
|
|
|
|
|
(2,461
|
)
|
|
Accumulated deficit
|
|
|
(211,482
|
)
|
|
|
(4,682
|
)
|
(A)(B)(C)(E)
|
|
|
(216,164
|
)
|
|
Total stockholders' equity
|
|
|
647,376
|
|
|
|
|
|
|
|
|
646,707
|
|
|
Total liabilities and stockholders' equity
|
|
$
|
820,580
|
|
|
|
|
|
|
|
$
|
821,018
|
|
|
(A)
|
Adjustments for cash severance associated with the officer’s separation package
|
|
(B)
|
Adjustments for stock compensation associated with the officer’s separation package
|
|
(C)
|
Adjustments to record the tax effect of (A) and (B)
|
|
(E)
|
Adjustments for under accrual of acquisition-related costs
|
The following table presents the cumulative impact of financial statement adjustments on the previously reported consolidated statement of cash flows for the nine months ended September 30, 2011 (in thousands):
|
|
|
Nine Months Ended September 30, 2011
|
|
|
|
|
As Previously Reported
|
|
|
Adjustments
|
|
|
|
As Restated
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(21,968
|
)
|
|
$
|
(4,682
|
)
|
(A)(B)(C)(E)
|
|
$
|
(26,650
|
)
|
|
Adjustments to reconcile net loss to net cash provided
by operating activities:
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
51,246
|
|
|
|
|
|
|
|
|
51,246
|
|
|
Loss on disposal of property and equipment
|
|
|
52
|
|
|
|
|
|
|
|
|
52
|
|
|
Amortization of premium related to debt securities,
net
|
|
|
1,060
|
|
|
|
|
|
|
|
|
1,060
|
|
|
Stock-based compensation
|
|
|
39,526
|
|
|
|
4,013
|
|
(B)
|
|
|
43,539
|
|
|
Recovery of doubtful accounts
|
|
|
(55
|
)
|
|
|
|
|
|
|
|
(55
|
)
|
|
Provision for inventory reserves
|
|
|
5,132
|
|
|
|
|
|
|
|
|
5,132
|
|
|
Gain recognized on investment in Optichron, Inc.
|
|
|
(4,259
|
)
|
|
|
|
|
|
|
|
(4,259
|
)
|
|
Impairment charge on other investment
|
|
|
1,276
|
|
|
|
|
|
|
|
|
1,276
|
|
|
Deferred income taxes, net
|
|
|
114
|
|
|
|
|
|
|
|
|
114
|
|
|
Excess tax benefit from stock-based awards
|
|
|
(248
|
)
|
|
|
|
|
|
|
|
(248
|
)
|
|
Changes in current assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivables
|
|
|
(15,232
|
)
|
|
|
|
|
|
|
|
(15,232
|
)
|
|
Inventories
|
|
|
(4,260
|
)
|
|
|
|
|
|
|
|
(4,260
|
)
|
|
Prepaid expenses and other assets
|
|
|
232
|
|
|
|
(438
|
)
|
(C)
|
|
|
(206
|
)
|
|
Accounts payable and accrued liabilities
|
|
|
(4,534
|
)
|
|
|
1,107
|
|
(A)(E)
|
|
|
(3,427
|
)
|
|
Cash settled contingent earn-out liability
|
|
|
31,416
|
|
|
|
|
|
|
|
|
31,416
|
|
|
Deferred margin
|
|
|
(2,254
|
)
|
|
|
|
|
|
|
|
(2,254
|
)
|
|
Other long-term liabilities
|
|
|
2,507
|
|
|
|
|
|
|
|
|
2,507
|
|
|
Net cash provided by operating activities
|
|
|
79,751
|
|
|
|
|
|
|
|
|
79,751
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of Optichron, Inc, net of cash acquired
of $2.5 million
|
|
|
(74,679
|
)
|
|
|
|
|
|
|
|
(74,679
|
)
|
|
Purchase of property and equipment
|
|
|
(8,720
|
)
|
|
|
|
|
|
|
|
(8,720
|
)
|
|
Purchase of short-term investments
|
|
|
(94,259
|
)
|
|
|
|
|
|
|
|
(94,259
|
)
|
|
Sales and maturities of short-term investments
|
|
|
132,230
|
|
|
|
|
|
|
|
|
132,230
|
|
|
Purchase of long term investments and other
|
|
|
(17,500
|
)
|
|
|
|
|
|
|
|
(17,500
|
)
|
|
Net cash used in investing activities
|
|
|
(62,928
|
)
|
|
|
|
|
|
|
|
(62,928
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments of software license and other obligations
|
|
|
(4,931
|
)
|
|
|
|
|
|
|
|
(4,931
|
)
|
|
Proceeds from issuance of common stock
|
|
|
17,939
|
|
|
|
|
|
|
|
|
17,939
|
|
|
Tax payments related to vested awards
|
|
|
(4,851
|
)
|
|
|
|
|
|
|
|
(4,851
|
)
|
|
Excess tax benefit from stock-based awards
|
|
|
248
|
|
|
|
|
|
|
|
|
248
|
|
|
Net cash provided by financing activities
|
|
|
8,405
|
|
|
|
|
|
|
|
|
8,405
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
25,228
|
|
|
|
|
|
|
|
|
25,228
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
100,523
|
|
|
|
|
|
|
|
|
100,523
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
125,751
|
|
|
|
|
|
|
|
$
|
125,751
|
|
|
(A)
|
Adjustments for cash severance associated with the officer’s separation package
|
|
(B)
|
Adjustments for stock compensation associated with the officer’s separation package
|
|
(C)
|
Adjustments to record the tax effect of (A) and (B)
|
|
(E)
|
Adjustments for under accrual of acquisition-related costs
|
Controls and Procedures
At the time that our Quarterly Reports on Form 10-Q for the three months ended March 31, 2011, June 30, 2011, and September 30, 2011 were on file, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective. Subsequent to that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective for these periods because of a material weakness identified below.
We have determined that our control over the evaluation of the accounting for non-standard equity transactions was not effective as for each of our interim periods and as of December 31, 2011, which resulted in a material adjustment to our first quarter ended March 31, 2011 related to a severance arrangement. Accordingly, our management has determined that this control deficiency constitutes a material weakness.
Planned Remedial Actions of Material Weakness
Our planned remedial action is to require an accounting analysis to be prepared and documented on a timely basis for non-standard equity transactions related to severance arrangements.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
The following exhibit is furnished with this document:
|
|
|
|
|
Exhibits
|
|
Description
|
|
|
|
|
99.1
|
|
Press Release dated February 09, 2012
|
SIGNATURE
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NetLogic Microsystems, Inc.
|
|
|
|
|
|
|
Date: February 09, 2012
|
|
|
|
By:
|
|
/s/ Michael T. Tate
|
|
|
|
|
|
|
|
|
|
Michael T. Tate
Vice President and Chief Financial Officer
|
EXHIBIT INDEX
|
|
|
|
|
Exhibits
|
|
Description
|
|
|
|
|
99.1
|
|
Press Release dated February 09, 2012
|
|
|
|
|
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