FREMONT, Calif., Feb. 1, 2017 /PRNewswire/ -- Exar Corporation (NYSE: EXAR) a leading supplier of analog mixed-signal application specific technology solutions serving the Industrial, Infrastructure, Automotive, and Audio/Video markets, today announced financial results for the Company's fiscal year 2017 third quarter, which ended on January 1, 2017. Unless otherwise indicated, all non-GAAP financial results exclude the financial results of the iML Display business, which the Company has divested, and are presented in the GAAP results as discontinued operations.

Fiscal 2017 Third Quarter Highlights


    --  Net sales of $27.2 million, down 1% sequentially
    --  GAAP gross margin of 49.4% (Non-GAAP gross margin of 53.4%)
    --  GAAP operating loss of $0.6 million (Non-GAAP operating income of $3.5
        million)
    --  GAAP EPS from continuing operations of $(0.01) (Non-GAAP EPS of $0.07)
    --  GAAP EPS from discontinued operations of $0.89 (Non-GAAP EPS of $0.02)
    --  iML divestiture completed
    --  Cash and equivalents, and short-term marketable securities of $228
        million

Ryan Benton, Exar's Chief Executive Officer, commented, "Exar again delivered solid results for the third fiscal quarter of 2017. Sales grew 7.6% compared to the third quarter of fiscal 2016. Our financial results include reaching a non-GAAP gross margin of 53.4%, up 730 basis points from the same period a year ago, and at a level not seen at Exar in almost a decade."

Mr. Benton added, "Our financial results reflect the success we are having in executing on our strategy. We are seeing the benefits of partnering with tier-one technology leaders to deliver high-value advanced power management and interface technology solutions. At the same time we have made tremendous improvements in our competitiveness by increasing the efficiency of our Company's supply chain. Both of these efforts offer additional efficiencies going forward, and I am pleased with our continued progress."

Fiscal 2017 Third Quarter Highlights (Continuing Operations Only):
The following highlights the Company's financial performance on both a GAAP and supplemental non-GAAP basis. The Company provides supplemental information regarding its operating performance on a non-GAAP basis that excludes certain gains, losses, and charges, which either occur relatively infrequently or which management considers to be outside our core operating results. Non-GAAP results are not in accordance with GAAP and may not be comparable to non-GAAP information provided by other companies. Non-GAAP information should be considered a supplement to, not a substitute for, financial statements prepared in accordance with GAAP. A complete reconciliation of GAAP to non-GAAP results is attached to this press release.


    --  Net Sales
        --  Third quarter net sales of $27.2 million decreased $0.4 million, or
            1.4%, from the previous quarter's $27.6 million, and increased 7.6%
            from the $25.3 million from the same period a year ago.
    --  Gross Margin
        --  GAAP gross margin of 49.4% increased from 47.8% reported in the
            previous quarter and the 43.4% reported in the third quarter last
            year.
        --  Non-GAAP gross margin of 53.4% increased from 51.9% reported in the
            previous quarter and the 46.1% reported in the third quarter last
            year.
    --  Operating Expenses
        --  GAAP operating expenses of $14.1 million increased $1.0 million and
            decreased $0.1 million from the previous quarter's expenses of $13.1
            million and the same period a year ago expenses of $14.2 million,
            respectively. Fiscal 2017 third quarter operating expenses included
            a charge of $3.2 million stock-based compensation expense.
        --  Non-GAAP operating expenses of $11.0 million increased by $0.4
            million and $0.3 million from the previous quarter's operating
            expenses of $10.6 million and from the same quarter in the prior
            year's expenses of $10.7 million, respectively.
    --  Net Income/Loss
        --  GAAP net loss was $0.3 million, compared to net income of $0.1
            million reported in the previous quarter, and compared to a net loss
            of $2.0 million reported in the third quarter of fiscal 2016. Note
            that the continuing operations do not include a gain of $45.4
            million related to the divestiture of our iML subsidiary, which is
            classified as part of discontinued operations.
        --  Non-GAAP net income of $3.4 million decreased $0.4 million from the
            previous quarter's net income of $3.8 million and increased $2.5
            million from the $0.9 million reported in the third quarter of
            fiscal 2016.
    --  Earnings/Loss Per Share
        --  GAAP loss per share was $0.01, compared to $0.00 reported in the
            previous quarter and a loss per share of $0.04 reported in the same
            period a year ago.
        --  Non-GAAP diluted earnings per share were $0.07, compared to $0.08
            reported in the previous quarter, and the $0.02 reported in the
            third period a year ago.

Keith Tainsky, Exar's Chief Financial Officer, stated, "We remain committed to our goal of delivering predictable operating results and increasing shareholder value. Our continued efforts to drive efficiency and increased competitiveness through the supply chain are paying enormous dividends." Mr. Tainsky continued, "Even as the funnel of advanced product design wins grows, we will keep the pressure and focus on continual improvement in our supply chain."

Fiscal 2017 Fourth Quarter Guidance:
For the fiscal 2017 fourth quarter ending April 2, 2017, the Company expects results to be as follows:


    --  Net sales: $27.7 million, plus or minus $0.5 million
    --  GAAP gross margin: 50.0% to 52.0% (Non-GAAP 53.0% to 55.0%)
    --  GAAP operating expenses: $13.0 million to $14.0 million (Non-GAAP $11.0
        million to $11.5 million)
    --  GAAP EPS: $0.00 to $0.03 (Non-GAAP $0.07 to $0.09)

Conference Call and Prepared Remarks
Exar is providing a copy of prepared remarks in conjunction with its press release. These remarks are offered to provide stockholders and analysts with additional time and detail for analyzing results in advance of the Company's quarterly conference call. The remarks will be available at Exar's Investor webpage in conjunction with this press release.

As previously scheduled, the conference call will begin today, February 1, 2017 at 4:45 p.m. EST (1:45 p.m. PST). To access the conference call, please dial (918) 534-8424 or (844) 359-0802. The passcode for the live call is 49098807. In addition, a live webcast will be available on Exar's Investor webpage.

An archive of the conference call webcast will be available on Exar's Investor webpage after the conference call's conclusion.

About Exar
Exar's mission is to leverage our extensive analog and mixed-signal portfolio, experience and IP to deliver leading-edge application specific technology solutions to target markets where operational excellence and reliability are valued. We service the Industrial, Infrastructure, Automotive, and Audio/Video markets by acting as an extension of the customer's own technology organization and singularly focusing on exceeding customer expectations. For more information, visit http://www.exar.com.

Forward-Looking Statements Safe Harbor Disclosure
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, including statements that the Company will continue to execute on its strategies, increase design wins, and keeping pressure and focus on continual improvements in our supply chain and the Company's financial outlook expectations for the fourth quarter ending April 2, 2017. 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. Therefore, actual outcomes and results may differ materially from what is expressed herein. For a discussion of these risks and uncertainties, the Company urges investors to review in detail the risks and uncertainties and other factors described in its Securities and Exchange Commission (SEC) filings, including, but not limited to, the "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 filed with the SEC on May 27, 2016 and our Form 10-Q filed with the SEC on August 10, 2016, and available on our Investor webpage and on the SEC website at www.sec.gov.

Discussion of Non-GAAP Financial Measures
The Company's non-GAAP measures exclude charges related to stock-based compensation, amortization of acquired intangible assets, impairment charges, gain upon closing sale-leaseback of our corporate headquarters, restructuring charges and exit costs which include costs for personnel whose positions have been eliminated as part of a restructuring or are in the process of being eliminated as part of the discontinuation of a product line, severance costs associated with the former CEO, the financial results of the iML Display business as well as the gain recognized from the sale of the iML business, accruals for and proceeds received from dispute resolutions and patent litigation, merger and acquisition and related integration costs, certain income tax benefits and credits, 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. 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 provide further clarity on its profitability.

Unless otherwise indicated, all non-GAAP financial results exclude the financial results of the iML Display business, which the Company has divested, and are presented in the GAAP results as discontinued operations.

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 competitors who employ and disclose similar non-GAAP measures. However, the manner in which we calculate these non-GAAP financial measures 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 material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures may not reflect the full economic impact of Exar's activities. Accordingly, investors are cautioned not to place undue reliance on non-GAAP information. 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.

Investors should refer to the reconciliation of Non-GAAP Results to GAAP Results, which is contained in this press release.

For more information, visit http://www.exar.com
For Press Inquiries Contact: press@exar.com



    For Investor Relations Contact:

    Keith Tainsky, CFO                Laura Guerrant-Oiye, Investor Relations

    Phone: (510) 668-7201             Phone: (510) 668-7201

    Email: investorrelations@exar.com Email: laura.guerrant@exar.com

-Tables follow-

Unless otherwise indicated, all financial results presented in the following tables exclude the financial results of the iML Display business, which the Company has divested, and are presented as discontinued operations.



                                                                                                          FINANCIAL COMPARISON

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


    GAAP Results                       THREE MONTHS ENDED                                    NINE MONTHS ENDED
                                       ------------------                                    -----------------

                        JANUARY 1, 2017                          OCTOBER 2, 2016          DECEMBER 27, 2015                         JANUARY 1, 2017                DECEMBER 27, 2015
                       ---------------                          ---------------          -----------------                          ---------------                -----------------

    Industrial                       $19,141                70%                  $19,042                  69%                                        $16,851    66%                    $56,619  69%     $53,450     70%

    Infrastructure                     4,034                15%                    5,065                  18%                                          4,308    17%                     14,695  18%      11,006     14%

    Audio/Video                        2,721                10%                    1,840                   7%                                          2,764    11%                      6,413   8%       6,726      9%

    Automotive                           772                 3%                      961                   3%                                            920     4%                      2,512   3%       2,725      4%

    Other                                554                 2%                      693                   3%                                            467     2%                      1,720   2%       2,341      3%
                                         ---                                         ---                                                                 ---                             -----            -----

    Net Sales                        $27,222               100%                  $27,601                 100%                                        $25,310   100%                    $81,959 100%     $76,248    100%
                                     =======                                     =======                                                             =======                           =======          =======


    Gross Profit                     $13,456                49%                  $13,193                  48%                                        $10,975    43%                    $40,011  49%     $32,406     43%

    Operating Expenses               $14,073                52%                  $13,112                  48%                                        $14,154    56%                    $32,677  40%     $44,087     58%

    Income (loss) from
     operations                       $(617)               -2%                      $81                   0%                                       $(3,179)  -13%                     $7,334   9%   $(11,681)   -15%

    Net income (loss)
     from continuing
     operations                       $(281)               -1%                      $83                   0%                                       $(2,045)   -8%                     $7,345   9%    $(6,489)    -9%

    Net income (loss)
     per share from
     continuing
     operations

      Basic                          $(0.01)                                      $0.00                                                             $(0.04)                            $0.15          $(0.13)

      Diluted                        $(0.01)                                      $0.00                                                             $(0.04)                            $0.15          $(0.13)



    Non-GAAP Results                    THREE MONTHS ENDED                                 NINE MONTHS ENDED
                                        ------------------                                 -----------------

                        JANUARY 1, 2017                          OCTOBER 2, 2016          DECEMBER 27, 2015                         JANUARY 1, 2017                 DECEMBER 27, 2015
                       ---------------                          ---------------          -----------------                          ---------------                -----------------


    Gross Profit                     $14,523                53%                  $14,331                  52%                                        $11,667    46%                    $42,924  52%     $33,737     44%

    Operating Expenses               $11,040                41%                  $10,605                  38%                                        $10,677    42%                    $31,732  39%     $34,685     45%

    Income from
     operations                       $3,483                13%                   $3,726                  13%                                           $990     4%                    $11,192  14%      $(948)    -1%

    Net income (loss)
     from continuing
     operations                       $3,434                13%                   $3,839                  14%                                           $888     4%                    $11,071  14%    $(1,233)    -2%

    Net income (loss)
     per share from
     continuing
     operations

      Basic                            $0.07                                       $0.08                                                               $0.02                             $0.22          $(0.03)

      Diluted                          $0.07                                       $0.08                                                               $0.02                             $0.22          $(0.03)



                                                                                               EXAR CORPORATION AND SUBSIDIARIES

                                                                                        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                           (In thousands, except per share amounts)

                                                                                                          (Unaudited)


                                                   THREE MONTHS ENDED                         NINE MONTHS ENDED
                                                 ------------------                        -----------------

                                                JANUARY 1,               OCTOBER 2,                                                DECEMBER 27,          JANUARY 1,            DECEMBER 27,

                                                                    2017               2016                                                         2015                  2017                     2015
                                                                    ----               ----                                                         ----                  ----                     ----


    Net sales                                                    $18,845            $20,400                                                      $16,884               $58,881                  $47,740

    Net sales, related party                                       8,377              7,201                                                        8,426                23,078                   28,508

                   Total net sales                                27,222             27,601                                                       25,310                81,959                   76,248
                                                                  ------             ------                                                       ------                ------                   ------


    Cost of sales:

      Cost of sales (1)                                           10,054             11,008                                                        9,716                31,473                   29,922

      Cost of sales, related party                                 3,118              2,581                                                        4,025                 8,468                   12,847

      Restructuring charges and
       exit costs                                                      -               225                                                            -                  225                      740

      Proceeds from legal
       settlement                                                      -                 -                                                           -                    -                 (1,500)

      Amortization of purchased
       intangible assets                                             594                594                                                          594                 1,782                    1,833

                   Total cost of sales                            13,766             14,408                                                       14,335                41,948                   43,842
                                                                  ------             ------                                                       ------                ------                   ------

    Gross profit                                                  13,456             13,193                                                       10,975                40,011                   32,406
                                                                  ------             ------                                                       ------                ------                   ------

    Operating expenses:                                            49.4%             47.8%                                                       43.4%                48.8%                   42.5%

      Research and development(2)                                  4,964              4,945                                                        4,734                14,840                   17,007

      Selling, general and
       administrative (3)                                          9,109              7,752                                                        6,781                23,425                   21,690

      Restructuring charges and
       exit costs                                                      -                 -                                                       2,639                   923                    4,846

      Merger and acquisition costs                                     -               415                                                            -                1,270                      544

      Impairment of design tools                                       -                 -                                                           -                1,519                        -

      Gain on disposal of property                                     -                 -                                                           -              (9,300)                       -

                   Total operating expenses                       14,073             13,112                                                       14,154                32,677                   44,087

    Income (loss) from operations                                  (617)                81                                                      (3,179)                7,334                 (11,681)


    Other income and expense,
     net:

       Interest income and other,
        net                                                          212                 85                                                         (12)                  299                     (60)

       Interest expense and other,
        net                                                         (80)              (29)                                                        (65)                (147)                   (158)
                                                                     ---                ---                                                          ---                  ----                     ----

                  Total other income (expense),
                   net                                               132                 56                                                         (77)                  152                    (218)


    Income (loss) before income
     taxes                                                         (485)               137                                                      (3,256)                7,486                 (11,899)

    Provision for (benefit from)
     income taxes                                                  (204)                54                                                      (1,211)                  141                  (5,410)
                                                                    ----                ---                                                       ------                   ---                   ------


    Net income (loss) from
     continuing operations                                         (281)                83                                                      (2,045)                7,345                  (6,489)
                                                                    ----                ---                                                       ------                 -----                   ------


    Net income (loss) from
     discontinued operations                                      45,660                925                                                      (5,092)               47,982                  (7,355)


    Net income (loss)                                            $45,379             $1,008                                                     $(7,137)              $55,327                $(13,844)
                                                                 =======             ======                                                      =======               =======                 ========


    Income (loss) per share -
     basic

      From continuing operations                                 $(0.01)             $0.00                                                      $(0.04)                $0.15                  $(0.13)

      From discontinued operations                                  0.91               0.02                                                       (0.11)                 0.97                   (0.15)

    Income (loss) per share -
     basic                                                         $0.90              $0.02                                                      $(0.15)                $1.12                  $(0.28)
                                                                   =====              =====                                                       ======                 =====                   ======


    Income (loss) per share -
     diluted

      From continuing operations                                 $(0.01)             $0.00                                                      $(0.04)                $0.15                  $(0.13)

      From discontinued operations                                  0.89               0.02                                                       (0.11)                 0.95                   (0.15)

    Income (loss) per share -
     diluted                                                       $0.88              $0.02                                                      $(0.15)                $1.10                  $(0.28)
                                                                   =====              =====                                                       ======                 =====                   ======


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

      Basic                                                       50,409             49,614                                                       48,386                49,548                   48,146
                                                                  ======             ======                                                       ======                ======                   ======

      Diluted                                                     51,365             50,434                                                       48,386                50,261                   48,146
                                                                  ======             ======                                                       ======                ======                   ======


    (1)Stock-based compensation
     included in cost of sales                                      $473               $301                                                          $98                  $888                     $257

    (2)Stock-based compensation
     included in R&D                                                 926                524                                                          116                 1,696                      508

    (3)Stock-based compensation
     included in SG&A                                              2,234              1,579                                                          597                 4,546                    3,045



                                                EXAR CORPORATION AND SUBSIDIARIES

                                              CONDENSED CONSOLIDATED BALANCE SHEETS

                                                         (In thousands)

                                                           (Unaudited)


                                        JANUARY 1,                                  OCTOBER 2,          MARCH 27,

                                                           2017                                    2016               2016
                                                           ----                                    ----               ----

                           ASSETS


    Current assets:

    Cash and cash equivalents                          $102,023                                 $96,382            $55,070

    Short term marketable securities                    125,621                                       -                 -

    Accounts receivable, net                             12,842                                  15,693             16,130

    Accounts receivable, related party,
     net                                                  4,977                                   3,184              3,247

    Inventories                                          24,221                                  23,245             20,807

    Other current assets                                  3,081                                   2,000              1,922

    Assets held for sale                                      -                                 89,745             93,911
                                                            ---                                 ------             ------

    Total current assets                                272,765                                 230,249            191,087


    Property, plant and equipment, net                    3,926                                   4,984             20,299

    Goodwill                                             31,613                                  31,613             31,613

    Intangible assets, net                                9,602                                  10,307             11,735

    Other non-current assets                              5,605                                     972                639
                                                          -----                                     ---                ---


    Total assets                                       $323,511                                $278,125           $255,373
                                                       ========                                ========           ========


                                           LIABILITIES AND STOCKHOLDERS' EQUITY


    Current liabilities:

    Accounts payable                                     $9,558                                  $7,200            $11,258

    Accrued compensation and related
     benefits                                             2,276                                   2,839              2,984

    Deferred income and allowances on
     sales to distributors                                3,221                                   3,017              3,053

    Deferred income and allowances on
     sales to distributors,                               2,988                                   3,357              4,683
       related party

    Other current liabilities                            10,200                                  11,800             10,669

    Liabilities held for sale                                 -                                  7,376              3,470
                                                            ---                                  -----              -----

           Total current liabilities                     28,243                                  35,589             36,117


    Long-term lease financing
     obligations                                              -                                    428              1,285

    Other non-current obligations                         3,536                                   4,094              3,422
                                                          -----                                   -----              -----


    Total liabilities                                    31,779                                  40,111             40,824


    Stockholders' equity                                291,732                                 238,014            214,549
                                                        -------                                 -------            -------

    Total liabilities and stockholders'
     equity                                            $323,511                                $278,125           $255,373
                                                       ========                                ========           ========



                                                                                                                                                 EXAR CORPORATION AND SUBSIDIARIES

                                                                                                                                      SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

                                                                                                                                              (In thousands, except per share amounts)

                                                                                                                                                            (Unaudited)

                                                                                 THREE MONTHS ENDED
                                                                                   JANUARY 1, 2017
                                                                                ---------------

                                                         Gross Margin          Oper. Expenses                Income/Loss from                                                Net Income from                 Oper. Income from               Net Income from                   Net Income
                                                                                                                 Oper.                                                    Cont. Operations                 Disc. Operations               Disc. Operations
                                                                                                                                                                                                                                                                                                   ---

     GAAP amount                                                      $13,456                        $14,073                            $(617)                                                     $(281)                          $136                           $45,660                          $45,379

    Adjustments to GAAP amounts:

       Amortization of
        purchased
        intangible assets                                                 594                          (108)                              702                                                         702                              -                                -                             702

       Stock-based
        compensation                                                      473                        (3,160)                            3,633                                                       3,633                            209                               209                            3,842

       Transition service
        and retention
        charges for
        disposal group                                                      -                         (163)                              163                                                         163                            621                               621                              784

       Gain on disposal of
        property                                                            -                           398                             (398)                                                      (398)                             -                                -                           (398)

       Gain on divestiture
        of Integrated
        Memory Logic                                                        -                             -                                -                                                          -                             -                         (45,384)                        (45,384)

       Income tax effects                                                   -                             -                                -                                                      (385)                             -                                -                           (385)
                                                                          ---                           ---                              ---                                                       ----                            ---                              ---                            ----

    Non-GAAP amount                                                   $14,523                        $11,040                            $3,483                                                      $3,434                           $966                            $1,106                           $4,540
                                                                      =======                        =======                            ======                                                      ======                           ====                            ======                           ======

    % of revenue                                                        53.4%                         40.6%                            12.8%                                                      12.6%                                                            N/A

    Non-GAAP net income per share                                                                                                                                                               $0.07                                                           $0.02

    Shares used in the computation of Non-GAAP net income per
     share                                                                                                                                                                                     52,394                                                          52,394


                                                                              THREE MONTHS ENDED
                                                                                OCTOBER 2, 2016
                                                                                ---------------

                                                         Gross Margin          Oper. Expenses                Income from Oper.                                               Net Income from                 Oper. Income from               Net Income from                   Net Income
                                                                                                                                                                          Cont. Operations                 Disc. Operations               Disc. Operations
                                                                                                                                                                                                                                                                                                   ---

     GAAP amount                                                      $13,193                        $13,112                               $81                                                         $83                         $1,034                              $925                           $1,008

    Adjustments to GAAP amounts:

       Amortization of
        purchased
        intangible assets                                                 594                          (108)                              702                                                         702                              -                                -                             702

       Restructuring
        charges and other
        non-GAAP exit
        costs, net                                                        243                              -                              243                                                         243                              -                                -                             243

       Stock-based
        compensation                                                      301                        (2,103)                            2,404                                                       2,404                            761                               761                            3,165

       Merger and
        acquisition costs                                                   -                         (415)                              415                                                         415                              -                                -                             415

       Transition service
        and retention
        charges for
        disposal group                                                      -                         (279)                              279                                                         279                            965                               965                            1,244

       Gain on disposal of
        property                                                            -                           398                             (398)                                                      (398)                             -                                -                           (398)

       Income tax effects                                                   -                             -                                -                                                        111                              -                              112                              223
                                                                          ---                           ---                              ---                                                        ---                            ---                              ---                              ---

    Non-GAAP amount                                                   $14,331                        $10,605                            $3,726                                                      $3,839                         $2,760                            $2,763                           $6,602
                                                                      =======                        =======                            ======                                                      ======                         ======                            ======                           ======

    % of revenue                                                        51.9%                         38.4%                            13.5%                                                      13.9%                                                            N/A

    Non-GAAP net income per share                                                                                                                                                               $0.08                                                           $0.05

    Shares used in the computation of Non-GAAP net income per
     share                                                                                                                                                                                     51,165                                                          51,165



                                                                              THREE MONTHS ENDED
                                                                               DECEMBER 27, 2015
                                                                               -----------------

                                                         Gross Margin          Oper. Expenses                  Oper. Income                                                 Net Income (Loss)                Oper. Income from              Net Income (Loss)               Net Income (Loss)
                                                                                                               (Expense)                                                     from Cont.                    Disc. Operations                  from Disc.
                                                                                                                                                                             Operations                                                      Operations
                                                                                                                                                                                                                                                                                                   ---

     GAAP amount                                                      $10,975                        $14,154                          $(3,179)                                                   $(2,045)                      $(3,675)                         $(5,092)                        $(7,137)

    Adjustments to GAAP amounts:

       Amortization of
        purchased
        intangible assets                                                 594                          (125)                              719                                                         719                          2,677                             2,677                            3,396

       Restructuring
        charges and other
        non-GAAP exit
        costs, net                                                          -                       (2,639)                            2,639                                                       2,639                              7                                 7                            2,646

       Stock-based
        compensation                                                       98                          (713)                              811                                                         811                            231                               231                            1,042

       Accruals for legal
        settlement and
        associated costs                                                    -                             -                                -                                                          -                         1,498                             1,498                            1,498

       Impairment of
        intangible assets                                                   -                             -                                -                                                          -                         1,807                             1,807                            1,807

       Income tax effects                                                   -                             -                                -                                                    (1,236)                             -                            1,361                              125
                                                                          ---                           ---                              ---                                                     ------                            ---                            -----                              ---

    Non-GAAP amount                                                   $11,667                        $10,677                              $990                                                        $888                         $2,545                            $2,489                           $3,377
                                                                      =======                        =======                              ====                                                        ====                         ======                            ======                           ======

    % of revenue                                                        46.1%                         42.2%                             3.9%                                                       3.5%                                                            N/A

    Non-GAAP net income per share                                                                                                                                                               $0.02                                                           $0.05

    Shares used in the computation of Non-GAAP net income
     (loss) per share                                                                                                                                                                          49,064                                                          49,064



                                                                                                                                          EXAR CORPORATION AND SUBSIDIARIES

                                                                                                                               SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

                                                                                                                                       (In thousands, except per share amounts)

                                                                                                                                                     (Unaudited)


                                                                               NINE MONTHS ENDED
                                                                                JANUARY 1, 2017
                                                                                ---------------

                                                         Gross Margin          Oper. Expenses                  Oper. Income                                                  Net Income from                 Oper. Income from               Net Income from                   Net Income
                                                                                                                                                                          Cont. Operations                 Disc. Operations               Disc. Operations
                                                                                                                                                                                                                                                                                                   ---

     GAAP amount                                                      $40,011                        $32,677                            $7,334                                                      $7,345                         $2,663                           $47,982                          $55,327

    Adjustments to GAAP amounts:

       Amortization of
        purchased
        intangible assets                                               1,782                          (341)                            2,123                                                       2,123                          1,806                             1,806                            3,929

       Restructuring
        charges and other
        non-GAAP exit
        costs, net                                                        243                          (923)                            1,166                                                       1,166                            109                               109                            1,275

       Stock-based
        compensation                                                      888                        (6,242)                            7,130                                                       7,130                            918                               918                            8,048

       Merger and
        acquisition costs                                                   -                       (1,270)                            1,270                                                       1,270                              -                                -                           1,270

       Transition service
        and retention
        charges for
        disposal group                                                      -                         (746)                              746                                                         746                          1,586                             1,586                            2,332

       Impairment of design
        tools                                                               -                       (1,519)                            1,519                                                       1,519                              -                                -                           1,519

       Gain on disposal of
        property                                                            -                        10,096                          (10,096)                                                   (10,096)                             -                                -                        (10,096)

       Gain on divestiture
        of Integrated
        Memory Logic                                                        -                             -                                -                                                          -                             -                         (45,384)                        (45,384)

       Income tax effects                                                   -                             -                                -                                                      (132)                             -                              272                              140
                                                                          ---                           ---                              ---                                                       ----                            ---                              ---                              ---

    Non-GAAP amount                                                   $42,924                        $31,732                           $11,192                                                     $11,071                         $7,082                            $7,289                          $18,360
                                                                      =======                        =======                           =======                                                     =======                         ======                            ======                          =======

    % of revenue                                                        52.4%                         38.7%                            13.7%                                                      13.5%                                                            N/A

    Non-GAAP net income per share                                                                                                                                                               $0.22                                                           $0.14

    Shares used in the computation of Non-GAAP net income per
     share                                                                                                                                                                                     50,960                                                          50,960


                                                                               NINE MONTHS ENDED
                                                                               DECEMBER 27, 2015
                                                                               -----------------

                                                         Gross Margin          Oper. Expenses                  Oper. Income                                                 Net Income (Loss)                Oper. Income from              Net Income (Loss)               Net Income (Loss)
                                                                                                               (Expense)                                                     from Cont.                    Disc. Operations                  from Disc.
                                                                                                                                                                             Operations                                                      Operations
                                                                                                                                                                                                                                                                                                   ---

     GAAP amount                                                      $32,406                        $44,087                         $(11,681)                                                   $(6,489)                      $(2,763)                         $(7,355)                       $(13,844)

    Adjustments to GAAP amounts:

       Amortization of
        purchased
        intangible assets                                               1,833                          (394)                            2,227                                                       2,227                          7,936                             7,936                           10,163

       Restructuring
        charges and other
        non-GAAP exit
        costs, net                                                        740                        (4,869)                            5,609                                                       5,609                            752                               752                            6,361

       Stock-based
        compensation                                                      258                        (3,552)                            3,810                                                       3,810                            621                               621                            4,431

       Accruals for legal
        settlement and
        associated costs                                              (1,500)                             -                          (1,500)                                                    (1,500)                         1,699                             1,699                              199

       Impairment of
        intangible assets                                                   -                             -                                                                                                                     1,807                             1,807                            1,807

       Merger and
        acquisition costs                                                   -                         (587)                              587                                                         587                            124                               124                              711

       Income tax effects                                                   -                             -                                -                                                    (5,477)                             -                            4,394                          (1,083)
                                                                          ---                           ---                              ---                                                     ------                            ---                            -----                           ------

    Non-GAAP amount                                                   $33,737                        $34,685                            $(948)                                                   $(1,233)                       $10,176                            $9,978                           $8,745
                                                                      =======                        =======                             =====                                                     =======                        =======                            ======                           ======

    % of revenue                                                        44.2%                         45.5%                            -1.2%                                                      -1.6%                                                            N/A

    Non-GAAP net income (loss) per share                                                                                                                                                      $(0.03)                                                          $0.20

    Shares used in the computation of Non-GAAP net income
     (loss) per share                                                                                                                                                                          48,146                                                          49,512

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SOURCE Exar Corporation