FREMONT, Calif., Nov. 5, 2014 /PRNewswire/ -- Exar Corporation (NYSE: EXAR) a leading provider of high-performance integrated circuits and system solutions, today reported financial results for the second quarter of fiscal year 2015, ended September 28, 2014. Non-GAAP revenue for the second quarter of fiscal year 2015 was a record $43.3 million, exceeding the top end of prior expectations, and an increase of 33% from $32.6 million in the prior quarter. Revenue has been adjusted to eliminate the impact of the deferred revenue write-down under business combination accounting. GAAP revenue for the second quarter fiscal 2015 was $43.2 million.

On a non-GAAP basis, gross margin was 47%; operating income was $2.5 million, or 6%; and net income was $2.5 million, or $0.05 per diluted share.

GAAP results include impairment charges for non-cash write-down of intangibles, restructuring costs, and mergers and acquisition costs. These charges were offset by a credit for the reduction in the fair value of contingent consideration of $3.9 million. As a result, GAAP gross margin was 10%; operating loss was $22.8 million; and net loss was $23.4 million, or $0.50 loss per share.

Cash at the end of the quarter was $104 million. The iML merger closed in September; however, payment of the non-controlling interest and repayment of the bridge loan financing occurred in October. Currently, the Company has approximately $55 million in cash and equivalents and no debt.

Louis DiNardo, Exar president and CEO, commented, "During our fiscal second quarter and early in our fiscal third quarter we completed a restructuring to focus on our core competency as a leading provider of analog mixed-signal and power management components. Our goal is to provide innovative solutions for the wide markets served by leading high performance analog mixed-signal and power management integrated circuit providers, while driving industry leading revenue growth by focusing on specific vertical markets including video surveillance, enterprise and server power, LCD displays and LED lighting."

Mr. DiNardo continued, "Our recent restructuring was across all disciplines and is estimated to save approximately $6.5 million in operational and other costs. As a result, these measures will favorably impact COGS in our fiscal year 2016 beginning March 30, 2015. However, a portion of these savings will be invested in the expansion of our sales force. We continue to grow organically and through acquisition while containing cost, thereby providing exceptional operating leverage."

On a non-GAAP basis, for the third fiscal quarter of 2015, ending December 28, 2014, the Company is expecting revenue to be in the range of $43.0 million to $45.0 million, and non-GAAP EPS of $0.04 to $0.06.

Webcast and Conference Call Details

Company officials will be discussing these results in greater detail in a conference call today, Wednesday, November 5, 2014 at 1:45 p.m. PST (4:45 p.m. EST). To access the conference call, please dial (719) 325-2464 or (888) 287-5563. In addition, a live webcast will be available on Exar's Investor webpage. An archive of the webcast will be available on Exar's Investor webpage after its conclusion.

About Exar

Exar Corporation designs, develops and markets high-performance integrated circuits and system solutions for the Industrial & Embedded Systems, High-End Consumer, and Infrastructure markets. Exar's broad product portfolio includes analog, display, LED lighting, mixed-signal, power management, connectivity, data management, and video processing solutions. Exar has locations worldwide providing real-time customer support.

For more information about Exar, visit http://www.exar.com.

-Tables follow-



                                                                                                                 FINANCIAL COMPARISON

                                                                                                 (In thousands, except per share amounts) (Unaudited)


    Non-GAAP Results                       THREE MONTHS ENDED                                           SIX MONTHS ENDED
                                           ------------------                                           ----------------

                        September 28, 2014                             JUNE 29, 2014              September 29, 2013                        September 28, 2014                   September 29, 2013
                       ------------------                             -------------               ------------------                        ------------------                  ------------------

    Industrial &
     Embedded Systems                   $19,656                   45%                   $18,867                     58%                                       $17,943        53%                         $38,523           51%      $34,441            52%

    High-End Consumer                    16,362                   38%                     5,332                     16%                                           105         0%                          21,694           29%          351             1%

    Infrastructure                        7,304                   17%                     8,428                     26%                                        15,970        47%                          15,732           21%       31,853            48%
                                          -----                   ---                      -----                     ---                                         ------        ---                           ------           ---        ------            ---

    Net Sales                           $43,322                  100%                   $32,627                    100%                                       $34,018       100%                         $75,949          100%      $66,645           100%


    Gross Profit                        $20,283                 46.8%                   $15,732                   48.2%                                       $17,703      52.0%                         $36,015         47.4%      $34,753          52.1%

    Operating Expenses                  $17,797                 41.1%                   $15,040                   46.1%                                       $12,854      37.8%                         $32,837         43.2%      $25,336          38.0%

    Income from
     operations                          $2,486                  5.7%                      $692                    2.1%                                        $4,849      14.3%                          $3,178          4.2%       $9,417          14.1%

    Net income                           $2,496                  5.8%                      $860                    2.6%                                        $5,135      15.1%                          $3,356          4.4%       $9,932          14.9%

    Net income per
     share

      Basic                               $0.05                                           $0.02                                                                 $0.11                                      $0.07                      $0.21

      Diluted                             $0.05                                           $0.02                                                                 $0.10                                      $0.07                      $0.20



    GAAP Results                           THREE MONTHS ENDED                                        SIX MONTHS ENDED
                                           ------------------                                        ----------------

                        September 28, 2014                             JUNE 29, 2014              September 29, 2013                        September 28, 2014                   September 29, 2013
                       ------------------                             -------------               ------------------                        ------------------                  ------------------

    Industrial &
     Embedded Systems                   $19,656                   46%                   $18,867                     61%                                       $17,943        53%                         $38,523           52%      $34,441            52%

    High-End Consumer                    16,199                   38%                    $3,424                     11%                                          $105         0%                         $19,623           27%         $351             1%

    Infrastructure                        7,304                   17%                    $8,428                     27%                                        15,970        47%                         $15,732           21%      $31,853            48%
                                          -----                   ---                     ------                     ---                                         ------        ---                          -------           ---       -------            ---

    Net Sales                           $43,159                  100%                   $30,719                    100%                                       $34,018       100%                         $73,878          100%      $66,645           100%


    Gross Profit                         $4,132                  9.6%                   $10,956                   35.7%                                       $13,929      40.9%                         $15,088         20.4%      $29,406          44.1%

    Operating Expenses                  $26,962                 62.5%                   $22,308                   72.6%                                       $14,545      42.8%                         $49,270         66.7%      $29,475          44.2%

    Income (loss) from
     operations                       $(22,830)               -52.9%                 $(11,352)                 -37.0%                                        $(616)     -1.8%                       $(34,182)       -46.3%        $(69)         -0.1%

    Net income (loss)                 $(23,352)               -54.1%                 $(12,105)                 -39.4%                                        $6,482      19.1%                       $(35,457)       -48.0%       $7,288          10.9%

    Net income (loss)
     per share

      Basic                             $(0.50)                                        $(0.26)                                                                $0.14                                    $(0.75)                     $0.15

      Diluted                           $(0.50)                                        $(0.26)                                                                $0.13                                    $(0.75)                     $0.15

Except for historical information contained herein, this press release and matters discussed on the conference call contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In particular, the statements regarding the demand for our products and the anticipated trends in our sales and profits are forward-looking statements. The forward-looking statements are dependent on certain risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed herein. The Company urges investors to review in detail the risks and uncertainties and other factors described in its Securities and Exchange Commission, or SEC, filings, including, but not limited to, under the captions "Risk Factors", "Forward-Looking Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our public reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 30, 2014 and the Quarterly Report on Form 10-Q for the quarter ended June 29, 2014 which are on file with the SEC and are available on our Investor webpage and on the SEC website at www.sec.gov. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

The Company's non-GAAP measures exclude charges related to stock-based compensation, amortization of acquired intangible assets and inventory step-up, impairment charges, restructuring charges and exit costs, provisions for dispute resolutions, merger and acquisition and related integration costs, certain income tax benefits and credits, certain warranty charges, net change in the fair value of contingent consideration, the write-down of deferred revenue under business combination accounting, and related income tax effects on certain excluded items. The Company excludes these items primarily because they are significant special expense and gain estimates, which management separates for consideration when evaluating and managing business operations. The Company's management uses non-GAAP net income and non-GAAP earnings per share to evaluate its current operating results and financial results and to compare them against historical financial results. Additionally, we disclose below the non-GAAP measure of free cash flow, which is derived from our net cash provided (used) by operations, less purchases of fixed assets and IP, plus proceeds from the sale of IP. Management believes these non-GAAP measures are useful to investors because they are frequently used by securities analysts, investors and other interested parties in evaluating the Company and provides further clarity on its profitability.

In addition, the Company believes that providing investors with these non-GAAP measurements enhances their ability to compare the Company's business against that of its many competitors who employ and disclose similar non-GAAP measures. This financial measure may be different from non-GAAP methods of accounting and reporting used by the Company's competitors to the extent their non-GAAP measures include or exclude other items. The presentation of this additional information should not be considered a substitute for net income or net income per diluted share or other measures prepared in accordance with GAAP.



                                                                                                    EXAR CORPORATION AND SUBSIDIARIES

                                                                                             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                 (In thousands, except per share amounts)

                                                                                                               (Unaudited)


                                                     THREE MONTHS ENDED                               SIX MONTHS ENDED
                                                   ------------------                              ----------------

                                                  SEPTEMBER 28,                 JUNE 29,                                                  SEPTEMBER 29,           SEPTEMBER 28,             SEPTEMBER 29,

                                                                           2014                2014                                                          2013                      2014                      2013
                                                                           ----                ----                                                          ----                      ----                      ----


    Net sales                                                           $34,369             $21,698                                                       $24,978                   $56,067                   $48,836

    Net sales, related party                                              8,790               9,021                                                         9,040                    17,811                    17,809

                   Total net sales                                       43,159              30,719                                                        34,018                    73,878                    66,645
                                                                         ------              ------                                                        ------                    ------                    ------


    Cost of sales:

      Cost of sales (1)                                                  19,747              12,353                                                        12,371                    32,100                    24,183

      Cost of sales, related party                                        3,471               3,838                                                         4,156                     7,309                     8,063

      Impairment of Intangibles                                           8,367                   -                                                            -                    8,367                         -

      Amortization of purchased
       intangible assets and
       inventory step-up cost                                             3,137               3,545                                                         2,098                     6,682                     3,448

      Warranty Reserve                                                        -                  -                                                        1,440                         -                    1,440

      Restructuring charges and exit
       costs                                                              4,305                  27                                                            24                     4,332                       105

                   Total cost of sales                                   39,027              19,763                                                        20,089                    58,790                    37,239
                                                                         ------              ------                                                        ------                    ------                    ------

    Gross profit                                                          4,132              10,956                                                        13,929                    15,088                    29,406
                                                                          -----              ------                                                        ------                    ------                    ------

    Operating expenses:

      Research and development(2)                                        10,369               8,243                                                         7,136                    18,612                    13,316

      Selling, general and
       administrative (3)                                                11,597              10,077                                                         9,376                    21,674                    16,730

      Impairment of Intangibles                                           3,917                   -                                                            -                    3,917                         -

      Merger and acquisition costs                                        2,726               4,050                                                           144                     6,776                       609

      Restructuring charges and exit
       costs                                                              2,265                 369                                                           384                     2,634                     1,315

      Net change in fair value of
       contingent consideration                                         (3,912)              (431)                                                      (2,495)                  (4,343)                  (2,495)

                   Total operating expenses                              26,962              22,308                                                        14,545                    49,270                    29,475

    Income (loss) from operations                                      (22,830)           (11,352)                                                        (616)                 (34,182)                     (69)


    Other income and expense, net:

       Interest income and other, net                                       177                 290                                                           372                       467                       659

       Interest expense                                                   (494)              (486)                                                         (41)                    (980)                     (78)
                                                                           ----                ----                                                           ---                      ----                       ---

                  Total other income and expense,
                   net                                                    (317)              (196)                                                          331                     (513)                      581


    Income (loss) before income
     taxes                                                             (23,147)           (11,548)                                                        (285)                 (34,695)                      512

    Provision for (benefit from)
     income taxes                                                           107                 692                                                       (6,767)                      799                   (6,776)
                                                                            ---                 ---                                                        ------                       ---                    ------


    Net income (loss) before
     noncontrolling interests                                          (23,254)           (12,240)                                                        6,482                  (35,494)                    7,288


    Net income (loss) attributable
     to noncontrolling interests                                             98               (135)                                                            -                     (37)                        -
                                                                            ---                ----                                                           ---                      ---                       ---


    Net income (loss) attributable
     to Exar                                                          $(23,352)          $(12,105)                                                       $6,482                 $(35,457)                   $7,288
                                                                       ========            ========                                                        ======                  ========                    ======


    Net income (loss) per share:

      Basic                                                             $(0.50)            $(0.26)                                                        $0.14                   $(0.75)                    $0.15
                                                                         ======              ======                                                         =====                    ======                     =====

      Diluted                                                           $(0.50)            $(0.26)                                                        $0.13                   $(0.75)                    $0.15
                                                                         ======              ======                                                         =====                    ======                     =====


    Shares used in the computation
     of net income (loss) per
     share:

      Basic                                                              47,139              47,236                                                        47,496                    47,188                    47,151
                                                                         ======              ======                                                        ======                    ======                    ======

      Diluted                                                            47,139              47,236                                                        49,150                    47,188                    48,647
                                                                         ======              ======                                                        ======                    ======                    ======


    (1)Equity compensation included
     in cost of sales                                                      $227                $260                                                          $212                      $487                      $354

    (2)Equity compensation included
     in R&D                                                                 870                 812                                                           689                     1,682                       829

    (3)  Equity compensation
     included in SG&A                                                     2,503               2,055                                                         2,722                     4,558                     3,527

                                                       EXAR CORPORATION AND SUBSIDIARIES

                                                     CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     (In thousands, except share amounts)

                                                                  (Unaudited)


                                                 SEPTEMBER 28,                             JUNE 29,          MARCH 30,

                                                                       2014                             2014                2014
                                                                       ----                             ----                ----

                           ASSETS


    Current assets:

    Cash and cash equivalents                                       $78,377                         $123,161             $14,614

    Restricted cash                                                  26,000                           26,000                   -

    Short-term marketable securities                                      -                               -            152,420

    Accounts receivable, net                                         25,828                           26,596              15,023

    Accounts receivable, net related
     party                                                            2,108                            2,524               3,309

    Inventories                                                      31,223                           31,988              28,982

    Assets held for sale                                                  -                               -                  -

    Other current assets                                              5,323                            5,717               3,549
                                                                      -----                            -----               -----

    Total current assets                                            168,859                          215,986             217,897


    Property, plant and equipment, net                               17,212                           20,644              21,280

    Goodwill                                                         45,106                           45,017              30,410

    Intangible assets, net                                           93,136                          109,041              31,390

    Other non-current assets                                          1,408                            1,448               1,240
                                                                      -----                            -----               -----


    Total assets                                                   $325,721                         $392,136            $302,217
                                                                   ========                         ========            ========


            LIABILITIES AND STOCKHOLDERS' EQUITY


    Current liabilities:

    Accounts payable                                                $17,737                          $15,883             $15,488

    Accrued compensation and related
     benefits                                                         5,175                            6,271               4,174

    Deferred income to distributors                                   4,052                            3,737               1,765

    Deferred income to distributors,
     related party                                                   10,342                            9,962               9,349

    Short-term debt financing                                        26,000                           65,000                   -

    Liability for acquisition of non-
     controlling interest                                            18,883                                -                  -

    Other current liabilities                                        14,798                           16,257              11,370
                                                                     ------                           ------              ------

                 Total current liabilities                           96,987                          117,110              42,146


    Long-term lease financing obligations                                19                               40                  70

    Other non-current obligations                                     5,476                           10,651               6,626
                                                                      -----                           ------               -----


    Total liabilities                                               102,482                          127,801              48,842


    Stockholders' equity

      Exar Corporation stockholders' equity                         223,239                          246,598             253,375

      Noncontrolling interests                                            -                          17,737                   -
                                                                        ---                          ------                 ---

                 Total stockholders' equity                         223,239                          264,335             253,375


    Total liabilities and stockholders'
     equity                                                        $325,721                         $392,136            $302,217
                                                                   ========                         ========            ========

                                                                                             EXAR CORPORATION AND SUBSIDIARIES

                                                                                  SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

                                                                                         (In thousands, except per share amounts)

                                                                                                        (Unaudited)


                                           THREE MONTHS ENDED                               SIX MONTHS ENDED
                                         ------------------                              ----------------

                                       SEPTEMBER 28,                  JUNE 29,                                                   SEPTEMBER 29,                    SEPTEMBER 28,              SEPTEMBER 29,

                                                                 2014                2014                                                                    2013                       2014                      2013
                                                                 ----                ----                                                                    ----                       ----                      ----


    GAAP net sales                                            $43,159             $30,719                                                                 $34,018                    $73,878                   $66,645

       Deferred revenue write-down                                163               1,908                                          $                            -                     2,071                         -
                                                                  ---               -----                                          ------------------------------                     -----                       ---

    Non-GAAP net sales                                        $43,322             $32,627                                                                 $34,018                    $75,949                   $66,645
                                                              =======             =======                                                                 =======                    =======                   =======


     GAAP gross profit                                         $4,132             $10,956                                                                 $13,929                    $15,088                   $29,406

     GAAP gross margin                                           9.6%              35.7%                                                                  40.9%                     20.4%                    44.1%

       Stock-based compensation                                   227                 260                                                                     212                        487                       354

       Amortization of purchased
        intangible assets and                                   3,137               3,545                                                                   2,098                      6,682                     3,448
       inventory step-up

       Warranty Reserve                                             -                  -                                                                  1,440                          -                    1,440

       Deferred revenue write-down and
        associated costs                                          115                 944                                                                       -                     1,059                         -

       Impairment of Intangibles                                8,367                   -                                                                      -                     8,367                         -

       Restructuring charges and exit
        costs                                                   4,305                  27                                                                      24                      4,332                       105

    Non-GAAP gross profit                                     $20,283             $15,732                                                                 $17,703                    $36,015                   $34,753
                                                              =======             =======                                                                 =======                    =======                   =======

    Non-GAAP gross margin                                       46.8%              48.2%                                                                  52.0%                     47.4%                    52.1%
                                                                 ====                ====                                                                    ====                       ====                      ====


    GAAP operating expenses                                   $26,962             $22,308                                                                 $14,545                    $49,270                   $29,475

       Stock-based compensation - R&D                             870                 812                                                                     689                      1,682                       829

       Stock-based compensation -
        SG&A                                                    2,503               2,055                                                                   2,722                      4,558                     3,527

       Amortization of purchased
        intangible assets                                         796                 413                                                                     247                      1,209                       354

       Impairment of Intangibles                                3,917                   -                                                                      -                     3,917                         -

       Restructuring charges and exit
        costs, net                                              2,265                 369                                                                     384                      2,634                     1,315

       Merger and acquisition costs                             2,726               4,050                                                                     144                      6,776                       609

       Net change in fair value of
        contingent consideration                              (3,912)              (431)                                                                (2,495)                   (4,343)                  (2,495)

    Non-GAAP operating expenses                               $17,797             $15,040                                                                 $12,854                    $32,837                   $25,336
                                                              =======             =======                                                                 =======                    =======                   =======


    GAAP operating income (loss)                            $(22,830)          $(11,352)                                                                 $(616)                 $(34,182)                    $(69)

       Stock-based compensation                                 3,600               3,127                                                                   3,623                      6,727                     4,710

       Amortization of purchased
        intangible assets and                                   3,933               3,958                                                                   2,345                      7,891                     3,802
       inventory step-up

       Warranty Reserve                                             -                  -                                                                  1,440                          -                    1,440

       Deferred revenue write-down and
        associated costs                                          115                 944                                                                       -                     1,059                         -

       Impairment of Intangibles                               12,284                   -                                                                      -                    12,284                         -

       Restructuring charges and exit
        costs, net                                              6,570                 396                                                                     408                      6,966                     1,420

       Merger and acquisition costs                             2,726               4,050                                                                     144                      6,776                       609

       Net change in fair value of
        contingent consideration                              (3,912)              (431)                                                                (2,495)                   (4,343)                  (2,495)

    Non-GAAP operating income                                  $2,486                $692                                                                  $4,849                     $3,178                    $9,417
                                                               ======                ====                                                                  ======                     ======                    ======


    GAAP net income (loss)                                  $(23,352)          $(12,105)                                                                 $6,482                  $(35,457)                   $7,288

       Stock-based compensation                                 3,600               3,127                                                                   3,623                      6,727                     4,710

       Amortization of purchased
        intangible assets and                                   3,933               3,958                                                                   2,345                      7,891                     3,802
       inventory step-up

       Warranty Reserve                                             -                  -                                                                  1,440                          -                    1,440

       Deferred revenue write-down and
        associated costs                                          115                 944                                                                       -                     1,059                         -

       Impairment of Intangibles                               12,284                   -                                                                      -                    12,284                         -

       Restructuring charges and exit
        costs, net                                              6,570                 396                                                                     408                      6,966                     1,420

       Merger and acquisition costs                             3,181               4,497                                                                     144                      7,678                       609

       Net change in fair value of
        contingent consideration                              (3,912)              (431)                                                                (2,495)                   (4,343)                  (2,495)

       Net income attributable to
        nocontrolling interest                                     98               (135)                                                                      -                      (37)                        -

       Income tax effects                                        (21)                609                                                                 (6,812)                       588                   (6,842)

    Non-GAAP net income attribute
     to Exar                                                   $2,496                $860                                                                  $5,135                     $3,356                    $9,932
                                                               ======                ====                                                                  ======                     ======                    ======


    GAAP net income (loss) per share

      Basic                                                   $(0.50)            $(0.26)                                                                  $0.14                    $(0.75)                    $0.15

      Diluted                                                 $(0.50)            $(0.26)                                                                  $0.13                    $(0.75)                    $0.15


    Non-GAAP net income (loss) per
     share

      Basic                                                     $0.05               $0.02                                                                   $0.11                      $0.07                     $0.21

      Diluted                                                   $0.05               $0.02                                                                   $0.10                      $0.07                     $0.20


    Shares used in the computation
     of Non-GAAP net income (loss)
     per share

      Basic                                                    47,139              47,236                                                                  47,496                     47,188                    47,151

      Diluted                                                  49,520              49,826                                                                  50,548                     49,850                    49,965


    Net cash provided (used) by
     operations                                              $(1,960)           $(8,137)                                                                 $3,569                  $(10,097)                   $4,552

       Less purchases of fixed assets
        and IP                                                  (105)              (551)                                                                  (400)                     (656)                    (749)

       Add proceeds from sale of IP                                 -                  -                                                                      -                         -                      125

    Free cash flow                                           $(2,065)           $(8,688)                                                                 $3,169                  $(10,753)                   $3,928
                                                              =======             =======                                                                  ======                   ========                    ======

SOURCE Exar Corporation