UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 18, 2011
Date of Report (Date of earliest event reported)
EXAR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-14225 | 94-1741481 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
48720 Kato Road, Fremont, CA 94538
(Address of principal executive offices, Zip Code)
(510) 668-7000
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 2.02. | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On July 18, 2011, Exar Corporation (the “Company”) issued a press release announcing, among other things, selected preliminary results for its first fiscal quarter of 2012, which ended July 3, 2011, providing that the Company’s financial results for the first fiscal quarter are expected to exceed guidance previously provided on May 5, 2011. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
The Company reports its financial results in accordance with GAAP. Additionally, the Company supplements reported GAAP financials with non-GAAP measures which are included in related press releases and reports furnished to the SEC, copies of which are available at the Company’s website: http://www.exar.com or the SEC’s website at: http://www.sec.gov. For the periods discussed, we are disclosing non-GAAP operating income that is adjusted to exclude from our GAAP results all stock-based compensation expense, amortization of acquired intangible assets and exit costs. This non-GAAP measure is presented in part to enhance the understanding of the Company’s historical financial performance and comparability between reporting periods. The Company believes the non-GAAP presentation, when shown in conjunction with the corresponding GAAP measures, provide relevant and useful information to analysts, investors, management and other interested parties following the semiconductor industry. For its internal purposes, the Company uses the foregoing non-GAAP measure to evaluate performance across reporting periods, determine certain employee benefits as well as plan for and forecast the Company’s future periods. This non-GAAP measure is not in accordance with, or an alternative for measures prepared in accordance with GAAP, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. This measure should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. |
| 99.1 | Press Release of Exar Corporation dated July 18, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXAR CORPORATION (Registrant) | ||||
| Date: July 19, 2011 | /s/ Kevin Bauer | |||
| Kevin Bauer | ||||
| Senior Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit |
Document | |
| 99.1 | Press Release of Exar Corporation dated July 18, 2011 | |
Exhibit 99.1
Exar Announces Preliminary Fiscal 2012 First Quarter Results
| • | Exar expects to beat previous guidance |
| • | Exar expects to achieve non-GAAP Operating Profitability |
Fremont, California, July 18, 2011 – Exar Corporation (Nasdaq: EXAR) today announced it expects net sales for its fiscal 2012 first quarter to be approximately $37 million as compared to the previous guidance of $34 million to $36 million. Exar also expects to achieve non-GAAP operating income of approximately $0.1 million as compared to the midpoint of the previous guidance of a non-GAAP operating loss of approximately $1.7 million. On a GAAP basis, the Company expects an operating loss of approximately $2.2 million.
“We are excited about reaching non-GAAP profitability one quarter ahead of our operating plan; during the quarter we saw improvement in all four product areas,” said Pete Rodriguez, the Company’s president and chief executive officer. “My thanks go to all our employees that made this initial goal a reality. We believe we will see improved operating results for the current quarter. We will provide more detail during our fiscal 2012 first quarter earnings call next week.”
The Company’s statements about its future financial performance or operating plans are based on current information and expectations and the Company undertakes no duty to update such statements. These statements are forward-looking and actual results could differ materially due to various risks and uncertainties, some of which are described herein.
Exar is scheduled to release its final earnings results for the fiscal 2012 first quarter on July 26, 2011.
Safe Harbor Statement
The Company’s statements about its future financial performance, changes in gross margins, net sales and operating expenses, resource allocation and its impact on future performance and product development initiatives, design win conversion, distribution and OEM trends, supply chain issues among others, are forward-looking statements that involve risks and uncertainties. These risks and uncertainties include global financial volatility, economic recession, and industry and market conditions, such as customer and distributor relationships; limited visibility
associated with customer or distributor demand for the Company’s products; the possible loss of, or decrease in orders from, an important customer; vendor capacity, quality or throughput constraints; successful integration of acquired businesses; possible disruption in commercial activities as a consequence of terrorist activity, natural disasters, armed conflict or health issues; successful development, market acceptance and demand for the Company’s products, including those for which the Company has achieved design wins; competitive factors, such as pricing or competing solutions; customer ordering patterns; accounting considerations related to impairment analyses or acquisition related issues; the level of inventories maintained at the Company’s OEMs and distributors; and the Company’s successful execution of internal performance plans, as well as the other risks detailed from time to time in the Company’s SEC reports, including the Annual Report on Form 10-K for the year ended March 27, 2011.
Generally Accepted Accounting Principles
The Company reports its financial results in accordance with GAAP. Additionally, the Company supplements reported GAAP financials with non-GAAP measures which are included in related press releases and reports furnished to the SEC, copies of which are available at the Company’s website: http://www.exar.com or the SEC’s website at: http://www.sec.gov. For the periods discussed, we are disclosing non-GAAP operating income that is adjusted to exclude from our GAAP results all stock-based compensation expense, amortization of acquired intangible assets and exit costs. This non-GAAP measure is presented in part to enhance the understanding of the Company’s historical financial performance and comparability between reporting periods. The Company believes the non-GAAP presentation, when shown in conjunction with the corresponding GAAP measures, provide relevant and useful information to analysts, investors, management and other interested parties following the semiconductor industry. For its internal purposes, the Company uses the foregoing non-GAAP measure to evaluate performance across reporting periods, determine certain employee benefits as well as plan for and forecast the Company’s future periods. This non-GAAP measure is not in accordance with, or an alternative for measures prepared in accordance with GAAP, and may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the Company’s results of operations as determined in accordance with GAAP. This measure should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures.
About Exar
Exar Corporation delivers highly differentiated silicon, software and subsystem solutions for industrial, datacom and storage applications. For over 40 years, Exar’s comprehensive knowledge of end-user markets along with the underlying analog, mixed signal and digital technology has enabled innovative solutions that meet the needs of the evolving connected world. Exar’s product portfolio includes power management and interface components, communications products, storage optimization solutions, network security and applied service processors. Exar has locations worldwide providing real-time customer support to drive rapid product development. For more information about Exar, visit: http://www.exar.com.
Contact:
Kevin S. Bauer
Senior Vice President and CFO
510-668-7100
EXAR CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In millions)
(Unaudited)
| JULY 3, 2011 |
||||
| GAAP operating loss |
$ | (2.2 | ) | |
| Stock-based compensation |
0.9 | |||
| Amortization of acquired intangible assets |
1.1 | |||
| Exit costs |
0.3 | |||
| Non-GAAP operating income |
$ | 0.1 | ||
| Note: | Exit costs are primarily excess inventory and severance charges in connection with exiting the 10GbE virtualization market. |