FREMONT, Calif., Aug. 6, 2014 /PRNewswire/ -- Exar Corporation (NYSE: EXAR) a leading provider of high-performance integrated circuits and system solutions, today reported financial results for the first quarter of fiscal year 2015, ended June 29, 2014. Non-GAAP revenue for the first quarter of fiscal year 2015 was $32.6 million, an increase of 17% from $28.0 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 first quarter was $30.7 million.

Non-GAAP gross margin for the quarter was 48%; and Non-GAAP net income for the quarter was $0.9 million, or $0.02 per diluted share, up from $0.7 million in the prior quarter. GAAP gross margin for the quarter was 36% and GAAP net income for the quarter was a loss of $0.26 per share. GAAP results for the quarter include the impact of consolidating Integrated Memory Logic Limited (iML) as of June 4, 2014, including substantial one-time costs associated with the acquisition, amortization of intangibles, and the elimination of minority interest pending completion of the second-step merger.

"Our focus during the past twenty-four months has been on restructuring our business and developing new products through organic and inorganic means. This quarter marks a transformative point, as our sales and marketing team is demonstrating meaningful traction with both our Component Products and our System Solutions," commented Exar President and CEO, Louis DiNardo.

"Additionally, as we build an enduring business within our traditional product areas serving the industrial, networking, and communications infrastructure markets, we have augmented our offering with high-end consumer products through the recent acquisition of iML. The high-performance analog and mixed-signal products provided by iML are a logical extension of our business. iML gives us a great team, immediate scale, further diversity, with enhanced profitability," concluded Mr. DiNardo.

In the first quarter of fiscal 2015 the Company continued its aggressive introductions of new products, including:


    --  XRP7720 - A quad output programmable universal power management IC
        (PMIC).
    --  XRP7725 - A universal power management IC compatible with Intel Node
        Manager server power management technology.
    --  XRP3303x - The industry's widest operation range RS-485 transceivers.
    --  XR761xx - A new family of PowerBlox(TM) DC-DC regulators offering
        exceptional line regulation.
    --  XR811xx - A new family of universal clocks with ultra-low phase jitter
        for communications, audio-video, and industrial applications.

On a Non-GAAP basis, for the second fiscal quarter of 2015, ending September 28, 2014, the Company is expecting revenue to be in the range of $40 million to $43 million, gross margin between 47% to 50%, and operating expenses of between $18 million and $20 million.

Company officials will be discussing these results in greater detail in a conference call today, Wednesday, August 6, 2014 at 1:45 p.m. PDT (4:45 p.m. EDT). To access the conference call, please dial (719) 457-2628 or (888) 505-4368. In addition, a live webcast will be available on Exar's Investor webpage. An archive of the webcast will be available Exar's Investor webpage after its conclusion.

Exar Corporation designs, develops and markets high-performance integrated circuits and system solutions for the Communications, High-End Consumer, Industrial & Embedded Systems, and Networking & Storage 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.

Integrated Memory Logic (iML), a subsidiary of Exar Corporation, is a fabless semiconductor company, which develops and markets application specific analog, power management, and mixed-signal integrated circuits. iML ICs are optimized primarily for the display, mobile systems and lighting markets. iML is an industry leader in the field of color control management, and has an extensive portfolio of products in power management and LED drivers. iML maintains a strong footprint close to its customers and supply chain in Asia, and markets extensively to OEMs and system manufacturing houses in China, Taiwan, Korea and Japan. Founded in 1996, iML has offices in the US and Asia.

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
                                                  ------------------

                                   JUNE 29, 2014                                     MARCH 30, 2014                        JUNE 30, 2013
                                  -------------                                     --------------                         -------------

    Industrial & Embedded Systems                  $18,867                     58%                                $19,588                 70%  $16,498      51%

    Consumer                                         5,332                     16%                                     43                  0%      246       1%

    Communications Infrastructure                    5,090                     16%                                  5,046                 18%    5,976      18%

    Networking & Storage                             3,338                     10%                                  3,310                 12%    9,907      30%
                                                     -----                     ---                                   -----                 ---     -----      ---

    Net Sales                                      $32,627                    100%                                $27,987                100%  $32,627     100%


    Gross Profit                                   $15,732                   48.2%                                $12,837               45.9%  $17,050    52.3%

    Operating Expenses                             $15,040                   46.1%                                $12,671               45.3%  $12,482    38.3%

    Income from operations                            $692                    2.1%                                   $166                0.6%   $4,568    14.0%

    Net income                                        $860                    2.6%                                   $676                2.4%   $4,797    14.7%

    Net income per share

      Basic                                          $0.02                                                          $0.01                        $0.10

      Diluted                                        $0.02                                                          $0.01                        $0.10



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

                                   JUNE 29, 2014                                     MARCH 30, 2014                        JUNE 30, 2013
                                  -------------                                     --------------                         -------------

    Industrial & Embedded Systems                  $18,867                     61%                                $19,588                 70%  $16,498      51%

    Consumer                                         3,424                     11%                                     43                  0%      246       1%

    Communications Infrastructure                    5,090                     17%                                  5,046                 18%    5,976      18%

    Networking & Storage                             3,338                     11%                                  3,310                 12%    9,907      30%
                                                     -----                     ---                                   -----                 ---     -----      ---

    Net Sales                                      $30,719                    100%                                $27,987                100%  $32,627     100%


    Gross Profit                                   $10,956                   35.7%                                 $8,422               30.1%  $15,477    47.4%

    Operating Expenses                             $22,308                   72.6%                                 $8,733               31.2%  $14,930    45.8%

    Income (loss) from operations                $(11,352)                 -37.0%                                 $(311)              -1.1%     $547     1.7%

    Net income (loss)                            $(12,105)                 -39.4%                                   $147                0.5%     $806     2.5%

    Net income (loss) per share

      Basic                                        $(0.26)                                                         $0.00                        $0.02

      Diluted                                      $(0.26)                                                         $0.00                        $0.02

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 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
                                                                                                          ------------------

                                                                                                           JUNE 29,            MARCH 30,          JUNE 30,

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




     Net sales                                                                                                        $21,698             $18,913          $23,858

     Net sales, related party                                                                                           9,021               9,074            8,769

                    Total net sales                                                                                    30,719              27,987           32,627
                                                                                                                       ------              ------           ------


     Cost of sales:

       Cost of sales (1)                                                                                               12,353              11,491           11,812

       Cost of sales, related party                                                                                     3,838               4,119            3,907

       Amortization of purchased intangible assets and inventory step-up cost                                           3,545               2,254            1,350

       Impairment of intangible assets                                                                                      -              1,636                -

       Restructuring charges and exit costs                                                                                27                  65               81

                    Total cost of sales                                                                                19,763              19,565           17,150
                                                                                                                       ------              ------           ------

     Gross profit                                                                                                      10,956               8,422           15,477
                                                                                                                       ------               -----           ------

     Operating expenses:

       Research and development(2)                                                                                      8,243               6,803            6,180

       Selling, general and administrative (3)                                                                         10,077               7,496            7,354

       Restructuring charges and exit costs, net                                                                          369               1,438              931

       Merger and acquisition costs                                                                                     4,050               1,014              465

       Net change in fair value of contingent consideration                                                             (431)            (8,018)               -

                    Total operating expenses                                                                           22,308               8,733           14,930

     Income (loss) from operations                                                                                   (11,352)              (311)             547


     Other income and expense, net:

        Interest income and other, net                                                                                    290                 523              287

        Interest expense                                                                                                (486)               (39)            (37)

        Impairment of long term investment                                                                                  -              (323)               -
                                                                                                                          ---               ----              ---

                   Total other income and expense, net                                                                  (196)                161              250


     Income (loss) before income taxes                                                                               (11,548)              (150)             797

     Provision for (benefit from) income taxes                                                                            692               (297)             (9)
                                                                                                                          ---                ----              ---


     Net income (loss) before noncontrolling interest                                                                (12,240)                147              806


     Net loss attributable to noncontrolling interest                                                                     135                   -               -
                                                                                                                          ---                 ---             ---


     Net income (loss) attributable to Exar                                                                         $(12,105)               $147             $806
                                                                                                                     ========                ====             ====


     Net income (loss) per share:

       Basic                                                                                                          $(0.26)              $0.00            $0.02
                                                                                                                       ======               =====            =====

       Diluted                                                                                                        $(0.26)              $0.00            $0.02
                                                                                                                       ======               =====            =====


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

       Basic                                                                                                           47,236              47,328           46,805
                                                                                                                       ======              ======           ======

       Diluted                                                                                                         47,236              48,778           48,085
                                                                                                                       ======              ======           ======


     (1) Equity compensation included in cost of sales                                                                   $260                $195             $142

     (2) Equity compensation included in R&D                                                                              812                 579              140

     (3) Equity compensation included in SG&A                                                                           2,055                 811              805


                                                                                                                EXAR CORPORATION AND SUBSIDIARIES

                                                                                                              CONDENSED CONSOLIDATED BALANCE SHEETS

                                                                                                                          (In thousands)

                                                                                                                           (Unaudited)


                                                                                                                                                    JUNE 29,          MARCH 30,          JUNE 30,

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

                                                                                        ASSETS


    Current assets:

    Cash and cash equivalents                                                                                                                                $149,161            $14,614           $36,458

    Short-term marketable securities                                                                                                                                -           152,420           169,333

    Accounts receivable (net of allowances of $1,029, $1,178 and $673)                                                                                         26,596             15,023            15,811

    Accounts receivable, related party (net of allowances of $599, $608 and $318)                                                                               2,524              3,309             3,203

    Inventories                                                                                                                                                31,988             28,982            19,391

    Other current assets                                                                                                                                        5,717              3,549             2,853
                                                                                                                                                                -----              -----             -----

    Total current assets                                                                                                                                      215,986            217,897           247,049


    Property, plant and equipment, net                                                                                                                         20,644             21,280            22,953

    Goodwill                                                                                                                                                   45,017             30,410            10,356

    Intangible assets, net                                                                                                                                    109,041             31,390            11,804

    Other non-current assets                                                                                                                                    1,448              1,240             1,489
                                                                                                                                                                -----              -----             -----


    Total assets                                                                                                                                             $392,136           $302,217          $293,651
                                                                                                                                                             ========           ========          ========


                                                                         LIABILITIES AND STOCKHOLDERS' EQUITY


    Current liabilities:

    Accounts payable                                                                                                                                          $15,883            $15,488           $12,556

    Accrued compensation and related benefits                                                                                                                   6,271              4,174             3,765

    Deferred income and allowances on sales to distributors                                                                                                     3,737              1,765             2,040

    Deferred income and allowances on sales to distributors, related party                                                                                      9,962              9,349            10,282

    Short-term debt financing                                                                                                                                  65,000                  -                -

    Other current liabilities                                                                                                                                  16,257             11,370            10,642
                                                                                                                                                               ------             ------            ------

           Total current liabilities                                                                                                                          117,110             42,146            39,285


    Long-term lease financing obligations                                                                                                                          40                 70             1,012

    Other non-current obligations                                                                                                                              10,651              6,626            11,130
                                                                                                                                                               ------              -----            ------


    Total liabilities                                                                                                                                         127,801             48,842            51,427


    Stockholders' equity:

      Exar Corporation stockholders' equity                                                                                                                   246,598            253,375           242,224

      Noncontrolling interest                                                                                                                                  17,737                  -                -
                                                                                                                                                               ------                ---              ---

             Total stockholders' equity                                                                                                                       264,335            253,375           242,224
                                                                                                                                                              -------            -------           -------


    Total liabilities and stockholders' equity                                                                                                               $392,136           $302,217          $293,651
                                                                                                                                                             ========           ========          ========


                                                                                         EXAR CORPORATION AND SUBSIDIARIES

                                                                              SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

                                                                                     (In thousands, except per share amounts)

                                                                                                    (Unaudited)


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

                                                                                                                                      JUNE 29,               MARCH 30,          JUNE 30,

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


    GAAP net sales                                                                                                                                   $30,719            $27,987          $32,627

       Deferred revenue write-down                                                                                                                     1,908                  -               -

    Non-GAAP net sales                                                                                                                               $32,627            $27,987          $32,627
                                                                                                                                                     =======            =======          =======


     GAAP gross profit                                                                                                                               $10,956             $8,422          $15,477

     GAAP gross margin                                                                                                                                 35.7%             30.1%           47.4%

       Stock-based compensation                                                                                                                          260                195              142

       Amortization of purchased intangible assets and inventory step-up cost                                                                          3,545              2,254            1,350

       Deferred revenue write-down and associated costs                                                                                                  944                  -               -

       Impairment Charges                                                                                                                                  -             1,901                -

       Restructuring charges and exit costs                                                                                                               27                 65               81

    Non-GAAP gross profit                                                                                                                            $15,732            $12,837          $17,050
                                                                                                                                                     =======            =======          =======

    Non-GAAP gross margin                                                                                                                              48.2%             45.9%           52.3%
                                                                                                                                                        ====               ====             ====


    GAAP operating expenses                                                                                                                          $22,308             $8,733          $14,930

       Stock-based compensation - R&D                                                                                                                    812                579              140

       Stock-based compensation - SG&A                                                                                                                 2,055                811              805

       Amortization of purchased intangible assets                                                                                                       413                238              107

       Restructuring charges and exit costs, net                                                                                                         369              1,438              931

       Merger and acquisition costs                                                                                                                    4,050              1,014              465

       Net change in fair value of contingent consideration                                                                                            (431)           (8,018)               -

    Non-GAAP operating expenses                                                                                                                      $15,040            $12,671          $12,482
                                                                                                                                                     =======            =======          =======


    GAAP operating income (loss)                                                                                                                   $(11,352)            $(311)            $547

       Stock-based compensation                                                                                                                        3,127              1,585            1,087

       Amortization of purchased intangible assets and inventory step-up cost                                                                          3,958              2,492            1,457

       Deferred revenue write-down and associated costs                                                                                                  944                  -               -

       Impairment Charges                                                                                                                                  -             1,901                -

       Restructuring charges and exit costs, net                                                                                                         396              1,503            1,012

       Merger and acquisition costs                                                                                                                    4,050              1,014              465

       Net change in fair value of contingent consideration                                                                                            (431)           (8,018)               -

    Non-GAAP operating income                                                                                                                           $692               $166           $4,568
                                                                                                                                                        ====               ====           ======


    GAAP net income (loss)                                                                                                                         $(12,105)              $147             $806

       Stock-based compensation                                                                                                                        3,127              1,585            1,087

       Amortization of purchased intangible assets and inventory step-up cost                                                                          3,958              2,492            1,457

       Deferred revenue write-down and associated costs                                                                                                  944                  -               -

       Impairment Charges                                                                                                                                  -             2,224                -

       Restructuring charges and exit costs, net                                                                                                         396              1,503            1,012

       Merger and acquisition costs                                                                                                                    4,497              1,014              465

       Net change in fair value of contingent consideration                                                                                            (431)           (8,018)               -

       Net loss attributable to noncontrolling interest                                                                                                (135)                 -               -

       Income tax effects                                                                                                                                609              (271)            (30)

    Non-GAAP net income attributable to Exar                                                                                                            $860               $676           $4,797
                                                                                                                                                        ====               ====           ======


    GAAP net income (loss) per share

      Basic                                                                                                                                          $(0.26)             $0.00            $0.02

      Diluted                                                                                                                                        $(0.26)             $0.00            $0.02


    Non-GAAP net income (loss) per share

      Basic                                                                                                                                            $0.02              $0.01            $0.10

      Diluted                                                                                                                                          $0.02              $0.01            $0.10


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

      Basic                                                                                                                                           47,236             47,328           46,805
                                                                                                                                                      ======             ======           ======

      Diluted                                                                                                                                         49,826             50,220           48,557
                                                                                                                                                      ======             ======           ======



    Net cash provided (used) by operations                                                                                                          $(8,137)            $1,708             $983

       Less purchases of fixed assets and IP                                                                                                           (551)             (983)           (349)

       Add proceeds from sale of IP                                                                                                                        -                 -             125

    Free cash flow                                                                                                                                  $(8,688)              $725             $759
                                                                                                                                                     =======               ====             ====

SOURCE Exar Corporation