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): May 1, 2012

CALIX, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-34674	68-0438710
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
1035 N. McDowell Boulevard, Petaluma, California		94954
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (707) 766-3000

Not Applicable

(Former name or former address if changed since last report)

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:

¨ 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 May 1, 2012, Calix, Inc. (the “Company”) publicly disseminated a press release announcing financial results for the first quarter ended March 31, 2012. The foregoing description is qualified in its entirety by reference to the Company’s press release, dated May 1, 2012, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 1, 2012 announcing financial results of the Company.

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.

Date: May 1, 2012	CALIX, INC.
	By:	/s/ Michael Ashby
		Michael Ashby
		Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated May 1, 2012 announcing financial results of the Company.

EX-99.1

Exhibit 99.1

Calix Reports First Quarter 2012 Financial Results

PETALUMA, CA – May 1, 2012 – Calix, Inc. (NYSE: CALX) today announced unaudited financial results for the first quarter ended March 31, 2012. Revenue for the first quarter of 2012 was $78.6 million, an increase of 10% compared to $71.5 million for the first quarter of 2011.

“Solid operational performance together with strong bookings and broadband stimulus shipments in the quarter were encouraging,” said Carl Russo, president and CEO of Calix. “Calix customers continue to transform their networks to meet the increasing demands of a broadband world and the Calix Unified Access portfolio is ideally suited to address these needs.”

Non-GAAP net income for the first quarter of 2012 was $0.6 million, or $0.01 per fully diluted share. Non-GAAP net income was $3.8 million, or $0.09 per fully diluted share, for the first quarter of 2011. A reconciliation of GAAP and non-GAAP results is included as part of this release.

GAAP net loss for the first quarter of 2012 was $7.5 million, or $(0.16) per basic and diluted share, compared to a GAAP net loss of $22.8 million, or $(0.55) per basic and diluted share for the first quarter of 2011. A reconciliation of our first quarter 2012 operating results from non-GAAP to GAAP is provided below:

	Non-GAAP			Stock-Based Compensation			Amortization  of Intangible Assets			GAAP
Revenue	$	78,565			—			—		$	78,565
Cost of revenue		43,108			363			1,275			44,746
Gross profit		35,457			(363	)		(1,275	)		33,819
Gross margin		45.1	%		-0.5	%		-1.6	%		43.0	%
Operating expenses		34,684			3,952			2,552			41,188
Operating income (loss)		773			(4,315	)		(3,827	)		(7,369	)
Other income (expense), net		(57	)		—			—			(57	)
Income (loss) before taxes		716			(4,315	)		(3,827	)		(7,426	)
Provision for income taxes		95			—			—			95
Net income (loss)	$	621		$	(4,315	)	$	(3,827	)	$	(7,521	)
Weighted average basic and diluted shares used to compute GAAP net loss per common share											47,850
Weighted average diluted shares used to compute non-GAAP net income per common share		48,039			48,039			48,039
GAAP net loss per common share										$	(0.16	)
Non-GAAP net income per share	$	0.01		$	(0.09	)	$	(0.08	)

Calix Press Release Page  2

Conference Call

In conjunction with this announcement, Calix will host a conference call at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) today to discuss its first quarter 2012 financial results. A live audio webcast and replay of the call will be available in the Investor Relations section of the Calix web site at http://investor-relations.calix.com.

Live call access information: Dial-in number: (877) 407-4019 (U.S.) or (201) 689-8337 (outside the U.S.)

The conference call and webcast will include forward-looking information.

About Calix

Calix (NYSE: CALX) is a global leader in access innovation. Its Unified Access portfolio of broadband communications access systems and software enables communications service providers worldwide to be the broadband provider of choice to their subscribers. For more information, visit the Calix website at www.calix.com.

Use of Non-GAAP Financial Information

The Company uses certain non-GAAP financial measures in this press release to supplement its consolidated financial statements, which are presented in accordance with GAAP. These non-GAAP measures include non-GAAP net income and non-GAAP basic and diluted income per share. These non-GAAP measures are provided to enhance the reader’s understanding of the Company’s operating performance as they primarily exclude certain non-cash charges for stock-based compensation and amortization of acquisition-related intangible assets, and non-recurring merger-related and other expenses, which the Company believes are not indicative of its core operating results. Merger-related and other expenses largely include the charge resulting from the required revaluation of Occam inventory to its estimated fair value, legal and professional expenses, severance and integration-related expenses and inventory-related charges associated with our merger with Occam. Management believes that the non-GAAP measures used in this press release provide investors with important perspectives into the Company’s ongoing business performance and management uses these non-GAAP measures to evaluate financial results and to establish operational goals. The presentation of these non-GAAP measures is not meant to be a substitute for results presented in accordance with GAAP, but rather should be evaluated in conjunction with those GAAP results. A reconciliation of the non-GAAP results to the most directly comparable GAAP results is provided in this press release. 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.

Calix Press Release Page  3

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

	Three Months Ended
	March 31, 2012			March 26, 2011
	(unaudited)
Revenue	$	78,565		$	71,470
Cost of revenue:
Products and services(1)		43,471			39,308
Merger-related expenses		—			10,257
Amortization of intangible assets		1,275			1,516
Total cost of revenue		44,746			51,081
Gross profit		33,819			20,389
Operating expenses:
Research and development(1)		16,966			15,039
Sales and marketing(1)		14,890			12,066
General and administrative(1)		6,780			9,308
Merger-related and other expenses(1)		—			6,041
Amortization of intangible assets		2,552			669
Total operating expenses		41,188			43,123
Loss from operations		(7,369	)		(22,734	)
Other income (expense):
Interest income		7			43
Interest expense		(42	)		(46	)
Other income		(22	)		5
Loss before provision for income taxes		(7,426	)		(22,732	)
Provision for income taxes		95			24
Net loss		(7,521	)		(22,756	)
Net loss per common share:
Basic and diluted	$	(0.16	)	$	(0.55	)
Weighted average number of shares used to compute net loss per common share:
Basic and diluted		47,850			41,177

(1) Includes stock-based compensation as follows:

	Three Months Ended
	March 31, 2012		March 26, 2011
	(unaudited)
Cost of revenue	$	363	$	504
Research and development		1,021		1,642
Sales and marketing		1,239		1,298
General and administrative		1,692		4,583
Merger-related		—		90
	$	4,315	$	8,117

Calix Press Release Page  4

Reconciliation of GAAP to Non-GAAP Results

(Unaudited, in thousands except per share data)

	Three Months Ended
	March 31, 2012			March 26, 2011
GAAP net loss	$	(7,521	)	$	(22,756	)
Adjustments to reconcile GAAP net loss to non-GAAP net income:
Stock-based compensation		4,315			8,117
Amortization of intangible assets		3,827			2,185
Merger-related and other expenses		—			16,208
Non-GAAP net income	$	621		$	3,754
Non-GAAP net income per common share
Basic	$	0.01		$	0.09
Diluted	$	0.01		$	0.09
Weighted average shares used to compute non-GAAP net income per common share - Basic		47,850			41,177
Weighted average shares used to compute non-GAAP net income per common share - Diluted(1)		48,039			43,728

(1) Includes the dilutive effect of outstanding stock options, warrants and restricted stock units.

Calix Press Release Page  5

Condensed Consolidated Balance Sheets

(In thousands)

	March 31, 2012			December 31, 2011
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	49,562		$	38,938
Restricted cash		—			754
Accounts receivable, net		48,140			47,943
Inventory		37,157			44,604
Deferred cost of goods sold		9,400			8,324
Prepaid and other current assets		3,950			4,429
Total current assets		148,209			144,992
Property and equipment, net		17,182			16,130
Goodwill		116,175			116,175
Intangible assets, net		76,221			80,048
Other assets		2,050			2,194
Total assets	$	359,837		$	359,539
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	14,133		$	14,250
Accrued liabilities		35,921			36,214
Deferred revenue		19,685			16,783
Total current liabilities		69,739			67,247
Long-term portion of deferred revenue		14,570			13,347
Other long term liabilities		1,198			1,528
Total liabilities		85,507			82,122
Stockholders’ equity:
Common stock		1,196			1,195
Additional paid-in capital		744,695			740,309
Other comprehensive income		145			98
Accumulated deficit		(471,706	)		(464,185	)
Total stockholders’ equity		274,330			277,417
Total liabilities and stockholders’ equity	$	359,837		$	359,539

Calix Press Release Page  6

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended
	March 31, 2012			March 26, 2011
	(unaudited)
Operating activities
Net loss	$	(7,521	)	$	(22,756	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of premiums relating to available-for-sale securities		—			108
Depreciation and amortization		1,960			1,617
Amortization of intangible assets		3,827			2,185
Stock-based compensation		4,315			8,117
Changes in operating assets and liabilities:
Change in restricted cash		754			—
Accounts receivable, net		(197	)		4,177
Inventory		7,447			4,406
Deferred cost of revenue		(1,076	)		(2,083	)
Prepaids and other assets		623			1,159
Accounts payable		(117	)		(6,068	)
Accrued liabilities		(293	)		8,068
Deferred revenue		4,125			3,772
Other long-term liabilities		(330	)		(8	)
Net cash provided by operating activities		13,517			2,694
Investing activities
Acquisition of property and equipment		(3,012	)		(1,722	)
Maturities of marketable securities		—			22,905
Acquisition of Occam Networks, net of cash assumed		—			(60,788	)
Net cash used in investing activities		(3,012	)		(39,605	)
Financing activities
Proceeds from exercise of stock options and other		72			154
Net cash provided by financing activities		72			154
Effect of exchange rate changes on cash and cash equivalents		47			—
Net increase (decrease) in cash and cash equivalents		10,624			(36,757	)
Cash and cash equivalents at beginning of year		38,938			66,304
Cash and cash equivalents at end of year	$	49,562		$	29,547

Investor Relations Contact:

David H. Allen

510-360-3703

David.Allen@Calix.com