8-K

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): November 3, 2009

NetLogic Microsystems, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50838	77-0455244
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1875 Charleston Road, Mountain View, CA 94043

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 961-6676

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.

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 November 3, 2009, we issued a press release announcing our financial results for the three months ended September 30, 2009, 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.

Discussion of Non-GAAP Financial Measures

In addition to disclosing financial results calculated in accordance with U.S. generally accepted accounting principles (GAAP), the Company also reports certain non-GAAP financial measures.  Non-GAAP financial measures exclude the effects of stock-based compensation, amortization of acquired intangible assets, fair value adjustments of acquired inventory, acquisition-related costs, interest income on RMI bridge note, establishment of deferred tax asset valuation allowance, and the effects of excluding stock-based compensation on the number of diluted shares used in calculating non-GAAP earnings per share.

Non-GAAP financial measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations to these non-GAAP measures should be carefully evaluated.  The non-GAAP financial measures we use may be calculated differently from, and therefore may not be fully comparable to similarly titled measures used by other companies.  We believe the non-GAAP information is useful because it can enhance the understanding of our ongoing economic performance and therefore, we use non-GAAP reporting internally to evaluate and manage our operations.  We have chosen to provide this information to investors to enable them to perform comparisons of operating results in a manner similar to how we analyze our operating results internally.  We also believe that these non-GAAP financial measures may be used to facilitate comparisons of our results with that of other companies in our industry and that investors may find our non-GAAP net income information useful in their assessment of our operating performance and the valuation of our company.

Non-GAAP net income reflects net income adjusted for the following items:

• Stock-based compensation. Stock-based compensation relates primarily to employee stock options and restricted stock units and awards.  Stock-based compensation expense is a non-cash expense that is difficult to predict as its valuation is affected by changes in market forces, such as our common stock price and its volatility, which is not within the control of management.  Accordingly, we exclude this item from our internal operating forecasts and models.

• Amortization of intangible assets.  Purchased intangible assets relate primarily to core and developed technology and customer relationships of acquired businesses.  We consider these charges non-cash in nature and unrelated to our core operating performance.

• Fair value adjustments of acquired inventory.  We consider these charges non-cash in nature and unrelated to our core operating performance.

• Acquisition-related costs.  Acquisition-related costs include transaction costs and integration-related costs.  We consider these charges unrelated to our core operating performance.

• Interest income on RMI bridge note.  In connection with our agreement to purchase RMI Corporation (“RMI”) dated May 31, 2009, we executed an interest-bearing promissory note with RMI.  We currently expect to complete the acquisition of RMI during the quarter ending December 31, 2009 and consider this income to be unrelated to our core operating performance.

• Deferred tax asset valuation allowance.  We consider these charges non-cash in nature and unrelated to our core operating performance.

The calculation of non-GAAP net income per share is adjusted for the following item:

• Non-GAAP net income per share is calculated by dividing non-GAAP net income by non-GAAP diluted weighted average shares. For purposes of calculating non-GAAP net income per share, the GAAP anti-dilutive weighted average shares outstanding is included after adjustments to exclude the benefits of stock-based compensation costs attributable to future services and not yet recognized in the financial statements. Under the GAAP treasury stock method, these stock-based compensation costs are treated as proceeds assumed to be used to repurchase shares. Since our non-GAAP net income does not reflect the effects of stock-based compensation costs, management believes these amounts should not be applied to the repurchase of shares in calculating non-GAAP net income per share.

We expect to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items from our non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring.  Some of the limitations in relying on non-GAAP financial measures are:

• Non-GAAP financial measures do not account for stock-based compensation expense related to equity awards granted to our employees. Our stock incentive plans are an important component of our employee incentive compensation arrangements and are reflected as expense in our GAAP results.

• While amortization of purchased intangible assets does not directly affect our current cash position, such expenses represent the estimated decline in value of technology and other intangible assets we have acquired over their respective expected economic lives. The expense associated with this decline in value is excluded from non-GAAP financial measures, and therefore the non-GAAP financial measures do not reflect the costs of acquired intangible assets that supplement our research and development efforts.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this document:

Exhibits	Description
99.1	Press Release dated November 3, 2009

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: November 3, 2009	By:	/s/ Michael T. Tate
		Michael T. Tate Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibits	Description
99.1	Press Release dated November 3, 2009

EX-99.1

Exhibit 99.1

Investor Relations Contact:

Leslie Green

Green Communications Consulting, LLC

(650) 312-9060

leslie@greencommunicationsllc.com

NetLogic Microsystems Announces Third Quarter 2009 Financial Results

• Q3 FY 2009 Net Revenues: $­42.3 million

• Q3 FY 2009 GAAP Net Loss: $3.9 million; $0.17 per share (diluted)

• Q3 FY 2009 Non-GAAP Net Income: $11.0 million; $0.45 per share (diluted)

MOUNTAIN VIEW, Calif. – November 3, 2009 – NetLogic Microsystems, Inc. (NASDAQ: NETL), the leader in the design and development of knowledge-based processors and high-speed integrated circuits, today announced financial results for its third quarter ended September 30, 2009.

Revenue for the third quarter of 2009 was $42.3 million, a 30.3% sequential increase from $32.5 million for the second quarter of 2009 and a 10.4% increase from $38.3 million for the third quarter of 2008.

Third quarter 2009 net loss, determined in accordance with generally accepted accounting principles (GAAP), was $3.9 million or $0.17 per diluted share. By comparison, GAAP net income was $1.3 million or $0.06 per diluted share for the third quarter of 2008.  GAAP net loss included stock-based compensation expense, the amortization of intangible assets, fair value inventory adjustments, acquisition-related costs, and interest income on a $15.0 million bridge loan to RMI Corporation.  Excluding these items, non-GAAP net income for the third quarter of 2009 was $11.0 million or $0.45 per diluted share, compared with $0.42 per diluted share for the third quarter of 2008.

Management Qualitative Comments

“This was another outstanding quarter for NetLogic Microsystems,” said Ron Jankov, president and CEO. “Continued positive trends in the wireless and wireline infrastructure markets, coupled with the early signs of a recovery taking place in the enterprise market resulted in strong demand for our products.  During the quarter, we enjoyed the successful launch of several key designs with several of our tier one customers.  Additionally, we are very pleased to have just completed our merger with RMI, which greatly expands our addressable market and provides tremendous opportunity for additional growth.  This merger comes at a time when both companies are at their strongest competitively and when the market opportunity is ideally matched to our respective product portfolios and technology roadmaps.  We are excited to leverage our combined strengths to expand our reach in the market and influence the architectural development of next generation communications infrastructure.”

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NetLogic Microsystems, Inc. Announces Third Quarter 2009 Results

November 3, 2009

Page 2 of 8

 Recent Highlights

• NetLogic Microsystems completed its merger with RMI Corporation, a leading provider of high-performance and low-power multi-core, multi-threaded processors.  The merger enables NetLogic Microsystems to further expand into the high-performance "data-in-flight" processing market. RMI's cutting-edge XLP™, XLR® and XLS® Multi-Core, Multi-Threaded Processors will complement NetLogic Microsystems' existing portfolio of knowledge-based processors, content processors, network search engines and 10-100 Gigabit Ethernet PHY products.

• The company continues to expand its physical layer product portfolio and recently announced production availability of its new NLP1220 dual-port FibreChannel PHY device. This device offers best-in-class power consumption and latency to customers developing next-generation data center switches and connected storage devices.

• NetLogic Microsystems received the 2009 Excellence in Supplier Account Team Service Award from Cisco Systems. This prestigious award recognized NetLogic Microsystems for providing exemplary performance in teamwork, communication, and responsiveness to Cisco's business directives.

• The company completed the migration of its entire knowledge-based processor family, including the NL7000, NL8000, NL9000 and NETLite™ product families, to the industry-leading 55nm process node.  The migration to this advanced technology process allows the company to deliver products featuring smaller die size, higher performance, lower power consumption and a better cost structure.

• NetLogic Microsystems announced the completion of the acquisition of certain assets associated with Integrated Device Technology Inc.’s (IDT) network search engine products in mid-July 2009. The acquisition includes IDT’s search accelerator, network search engine and route accelerator product families and related patents and intellectual property.

• NetLogic Microsystems and Taiwan Semiconductor Manufacturing Company announced their collaboration on the industry-leading 40nm-G semiconductor process technology for NetLogic Microsystems’ next-generation advanced knowledge-based processors and 10/40/100 Gigabit Ethernet physical layer (PHY) solutions.  NetLogic Microsystems is one of first companies to tape-out and sample multiple silicon products in TSMC’s advanced 40nm technology node.

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NetLogic Microsystems, Inc. Announces Third Quarter 2009 Results

November 3, 2009

Page 3 of 8

Conference Call

NetLogic Microsystems will hold its third quarter 2009 financial results conference call today at 1:30 p.m. Pacific time.  To listen to the conference call, dial (866) 700-6979 ten minutes prior to the start of the call, using the passcode 14054819. International callers, dial (617) 213-8836. A taped replay will be made available approximately two hours after the conclusion of the call and will remain available for one week. To access the replay, dial (888) 286-8010 and enter passcode 59669302. International callers dial (617) 801-6888.

The conference call will be available via a live webcast on the investor relations section of NetLogic Microsystems’ web site at http://www.netlogicmicro.com.  Access the web site 15 minutes prior to the start of the call to download and install any necessary audio software.  An archived webcast replay will be available on the web site for three months.

About NetLogic Microsystems

NetLogic Microsystems, Inc. (NASDAQ: NETL), a fabless semiconductor company headquartered in Mountain View, California, designs, develops and markets high-performance knowledge-based processors and high-speed integrated circuits that accelerate the delivery of voice, video, data and multimedia content for advanced enterprise, datacenter, communications and mobile wireless networks. NetLogic Microsystems’ products include high-performance knowledge-based processors, application-aware content processors, 10-Gigabit Ethernet interconnects and network search engines that are being deployed by Tier 1 original equipment manufacturers (OEMs) in leading systems such as routers, switches, wireless infrastructure equipment, network security appliances, datacenter servers, network access equipment and network storage devices. NetLogic Microsystems' knowledge-based processors and content processors employ an advanced processor architecture and a large knowledge or signature database containing information on the network, as well as applications and content that run on the network, to make complex decisions about individual packets of information traveling through the network. NetLogic Microsystems’ products significantly enhance the performance and functionality of next-generation networks that are designed to deliver high-definition video delivery over the Internet (IPTV), media-rich content over advanced mobile wireless services, voice transmission over the Internet (VoIP) and network security applications. For more information about products offered by NetLogic Microsystems, call +1-650-961-6676 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. All other trademarks are the sole property of their respective holders.

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Statements in this press release regarding NetLogic Microsystems’ business which are not historical facts may be “forward-looking statements” that involve risks and uncertainties. Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Actual results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors. These factors include, but are not limited to, customer acceptance and demand for our products, the volume of sales to our principal product customers, the timing of our receipt of customer orders during the quarter, manufacturing yields for our products, the timing of manufacture and delivery of product by our foundry suppliers, potential warranty claims and product defects, the length of our sales cycles, our average selling prices, our ability to successfully develop and sell new products, the effects of any business acquisitions that we might make, the strength of the OEM networking equipment market and the cyclical nature of that market and the semiconductor industry. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s reports on Forms 10-K and 10-Q, as well as other reports that NetLogic Microsystems files from time to time with the Securities and Exchange Commissionwhich are available at http://www.sec.gov. All forward-looking statements are qualified in their entirety by this cautionary statement, and NetLogic Microsystems undertakes no obligation to update publicly any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.

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NetLogic Microsystems, Inc. Announces Third Quarter 2009 Results

November 3, 2009

Page 4 of 8

NETLOGIC MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)

(UNAUDITED)

	Three months ended						Nine months ended
	September 30, 2009			September 30, 2008			September 30, 2009			September 30, 2008
Revenue	$	42,314		$	38,311		$	105,165		$	109,034
Cost of revenue*		21,498			16,802			49,029			48,167
Gross profit		20,816			21,509			56,136			60,867
Operating expenses:
Research and development*		16,087			13,629			42,421			38,192
Selling, general and administrative*		7,740			7,195			21,912			19,904
Acquisition-related costs		1,425			-			2,760			-
Total operating expenses		25,252			20,824			67,093			58,096
Income (loss) from operations		(4,436	)		685			(10,957	)		2,771
Interest and other income, net		(196	)		403			223			1,148
Income (loss) before income taxes		(4,632	)		1,088			(10,734	)		3,919
Provision for (benefit from) income taxes		(779	)		(168	)		(808	)		(796	)
Net income (loss)	$	(3,853	)	$	1,256		$	(9,926	)	$	4,715
Net income (loss) per share - Basic	$	(0.17	)	$	0.06		$	(0.45	)	$	0.22
Net income(loss) per share - Diluted	$	(0.17	)	$	0.06		$	(0.45	)	$	0.21
Shares used in calculation - Basic		22,247			21,630			21,988			21,360
Shares used in calculation - Diluted		22,247			22,760			21,988			22,379

* Includes the following amounts of stock-based compensation (in thousands):

	Three months ended				Nine months ended
	September 30, 2009		September 30, 2008		September 30, 2009		September 30, 2008
Cost of revenue	$	164	$	231	$	519	$	837
Research and development		3,733		2,739		9,345		6,534
Selling, general and administrative		2,555		1,612		6,906		4,186
Total	$	6,452	$	4,582	$	16,770	$	11,557

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NetLogic Microsystems, Inc. Announces Third Quarter 2009 Results

November 3, 2009

Page 5 of 8

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, amortization of intangible assets, fair value adjustments of acquired inventory, deferred tax asset valuation allowance, acquisition-related costs, interest income on a bridge loan to RMI Corporation and the effects of excluding stock-based compensation upon the number of diluted shares used in calculating non-GAAP earnings per share.

We excluded stock-based compensation expense which is non-cash in nature and is difficult to predict as its valuation is affected by market forces that are not within the control of management. We also exclude amortization of intangibles, deferred tax asset valuation allowance, acquisition-related costs, interest income on RMI bridge note, and fair value adjustments related to acquired inventory, as they are considered  unrelated 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 November 3, 2009 that the Company has submitted to the Securities and Exchange Commission.

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NetLogic Microsystems, Inc. Announces Third Quarter 2009 Results

November 3, 2009

Page 6 of 8

 

NETLOGIC MICROSYSTEMS, INC.

RECONCILIATION OF GAAP NET INCOME (LOSS) TO NON-GAAP NET INCOME

(IN THOUSANDS)

(UNAUDITED)

	Three months ended					Nine months ended
	September 30, 2009			September 30, 2008		September 30, 2009			September 30, 2008
GAAP net income (loss)	$	(3,853	)	$	1,256	$	(9,926	)	$	4,715
Reconciling items:
Stock-based compensation		6,452			4,582		16,770			11,557
Amortization of intangible assets		5,123			3,325		11,773			9,975
Fair value adjustment related to the acquired inventory		2,262			635		2,262			1,423
Acquisition-related costs		1,425			-		2,760			-
Interest income on RMI bridge note		(375	)		-		(500	)		-
Establishment of deferred tax asset valuation allowance		-			-		2,988			-
Non-GAAP net income	$	11,034		$	9,798	$	26,127		$	27,670

NETLOGIC MICROSYSTEMS, INC.

RECONCILIATION OF GAAP DILUTED NET INCOME (LOSS) PER SHARE TO

NON-GAAP DILUTED NET INCOME PER SHARE

(UNAUDITED)

	Three months ended					Nine months ended
	September 30, 2009			September 30, 2008		September 30, 2009			September 30, 2008
GAAP net income (loss) per share - Diluted	$	(0.17	)	$	0.06	$	(0.45	)	$	0.21
Reconciling items:
Stock-based compensation		0.26			0.19		0.70			0.50
Amortization of intangible assets		0.21			0.14		0.49			0.43
Fair value adjustment related to the acquired inventory		0.09			0.03		0.09			0.06
Acquisition-related costs		0.06			-		0.11			-
Interest income on RMI bridge note		(0.02	)		-		(0.02	)		-
Establishment of deferred tax asset valuation allowance		-			-		0.12			-
Difference in shares count between diluted GAAP and diluted non-GAAP calculation		0.02			-		0.05			-
Non-GAAP net income per share - Diluted	$	0.45		$	0.42	$	1.09		$	1.20

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NetLogic Microsystems, Inc. Announces Third Quarter 2009 Results

November 3, 2009

Page 7 of 8

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				Nine months ended
	September 30, 2009		September 30, 2008		September 30, 2009		September 30, 2008
Shares used in calculation - Diluted (GAAP)		22,247		22,760		21,988		22,379
The effect of removing stock-based compensation expense under FAS 123(R) for Non-GAAP presentation purpose		790		707		944		678
The effect of dilutive potential common shares due to reporting non-GAAP net income		1,628		-		1,114		-
Shares used in calculation - Diluted (Non-GAAP)		24,665		23,467		24,046		23,057

NETLOGIC MICROSYSTEMS, INC.

RECONCILIATION OF GAAP GROSS MARGIN TO NON-GAAP GROSS MARGIN

(IN THOUSANDS, EXCEPT PERCENTAGES)

(UNAUDITED)

	Three months ended								Nine months ended
	September 30, 2009				September 30, 2008				September 30, 2009				September 30, 2008
Total GAAP gross margin	$	20,816	49.2	%	$	21,509	56.1	%	$	56,136	53.4	%	$	60,867	55.8	%
Reconciling items:
Stock-based compensation		164	0.4	%		231	0.6	%		519	0.5	%		837	0.8	%
Amortization of intangible assets		4,778	11.3	%		2,980	7.8	%		10,738	10.2	%		8,940	8.2	%
Fair value adjustment related to acquired inventory		2,262	5.3	%		635	1.7	%		2,262	2.2	%		1,423	1.3	%
Total Non-GAAP gross margin	$	28,020	66.2	%	$	25,355	66.2	%	$	69,655	66.2	%	$	72,067	66.1	%

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NetLogic Microsystems, Inc. Announces Third Quarter 2009 Results

November 3, 2009

Page 8 of 8

NETLOGIC MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS)

(UNAUDITED)

	September 30, 2009			December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	33,374		$	83,474
Short-term investments		-			13,067
Accounts receivables, net		10,523			8,382
Inventories		21,529			13,707
Deferred income taxes		2,863			3,217
Prepaid expenses and other current assets		10,713			1,937
Total current assets		79,002			123,784
Property and equipment, net		7,110			5,513
Goodwill		89,965			68,712
Intangible asset, net		91,411			39,538
Other assets		20,909			8,224
Total assets	$	288,397		$	245,771
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	12,274		$	7,618
Accrued liabilities		18,143			25,920
Deferred margin		1,005			1,638
Term notes, current		9,812			-
Software licenses and other obligations, current		1,608			755
Total current liabilities		42,842			35,931
Line of credit and term notes, long-term		18,362			-
Software licenses and other obligations, long-term		1,145			464
Other liabilities		9,684			9,109
Total liabilities		72,033			45,504
Stockholders' equity
Preferred stock		-			-
Common stock		224			219
Additional paid-in capital		302,047			276,042
Accumulated other comprehensive income (loss)		-			(13	)
Accumulated deficit		(85,907	)		(75,981	)
Total stockholders' equity		216,364			200,267
Total liabilities and stockholders' equity	$	288,397		$	245,771

CONTACT: Green Communications Consulting, LLC

Leslie Green, 650-312-9060 (Investor Relations)

leslie@greencommunicationsllc.com

SOURCE: NetLogic Microsystems, Inc.