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
February 1, 2012
Date of Report (Date of earliest event reported)
Commission File No. 0-14225
EXAR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 94-1741481 | |
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification Number) |
48720 Kato Road, Fremont, CA 94538
(Address of principal executive offices, zip code)
(510) 668-7000
(Registrant’s telephone number, including area code)
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 February 1, 2012, Exar Corporation (the “Company”) issued a press release announcing its financial results for the third fiscal quarter ended January 1, 2012. 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 presented, we are disclosing non-GAAP gross profit, non-GAAP gross margin, non-GAAP research and development expenses, non-GAAP selling, general and administrative expenses, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP net income (loss), and non-GAAP diluted earnings (loss) per share, which are adjusted to exclude from our GAAP results all stock-based compensation, amortization of acquired intangible assets, fair value adjustment of acquired inventories, acquisition-related costs, exit costs, separation costs of executive officers, impairment charges on investments, and income tax effects. These non-GAAP measures are 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 measures to evaluate performance across reporting periods, determine certain employee benefits as well as plan for and forecast the Company’s future periods. These non-GAAP measures are 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. These measures should only be used to evaluate the Company’s results of operations in conjunction with the corresponding GAAP measures.
A supplemental reconciliation of GAAP financial measures to non-GAAP financial measures is included in the financial statements portion of the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
| 99.1 | Press Release of Exar Corporation dated February 1, 2012. |
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: February 1, 2012 | /s/ Kevin Bauer | |
| Kevin Bauer | ||
| Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||
EXHIBIT INDEX
| Exhibit |
Document | |
| 99.1 | Press release of Exar Corporation dated February 1, 2012. | |
Exhibit 99.1
PRESS RELEASE
Contact:
| Kevin S. Bauer Sr. Vice President and CFO 510-668-7119 |
For Release February 1, 2012 |
Exar Corporation Reports Fiscal 2012 Third Quarter Results
Fremont, California, February 1, 2012 – Exar Corporation (Nasdaq: EXAR) today reported financial results for the third quarter of fiscal 2012 ending January 1, 2012.
Net sales for the third quarter of fiscal 2012 were $29.7 million compared to net sales of $36.1 million for the prior quarter and $35.4 million in the third quarter of fiscal 2011.
The GAAP gross margin for the third quarter of fiscal 2012 was 45.0% compared to 46.3% for the prior quarter and 45.5% in the third quarter of fiscal 2011.
On a non-GAAP basis, the gross margin for the third quarter of fiscal 2012 was 48.4% compared to 49.0% for the prior quarter and 50.0% in the third quarter of fiscal 2011.
The GAAP net loss for the third quarter of fiscal 2012 was $4.7 million, or $0.11 net loss per share, compared to a net loss of $1.1 million, or $0.02 net loss per share in the prior quarter, and a net loss of $5.0 million, or $0.11 net loss per share in the third quarter of fiscal 2011.
On a non-GAAP basis, net loss was $1.9 million for the third quarter of fiscal 2012 or $0.04 net loss per share, compared to net income of $1.4 million in the prior quarter, or $0.03 diluted earnings per share, and a net loss of $1.9 million, or $0.04 net loss per share in the third quarter of fiscal 2011.
The Company ended the third quarter of fiscal 2012 with cash, cash equivalents and short-term marketable securities of $198.5 million.
“We expect 2012 will be a year of focus on revenue growth and profitability,” said Louis DiNardo, the Company’s president and chief executive officer. “Our data and storage products serve a vibrant market in cloud computing, storage and big data and our component products support a diverse set of customer requirements in the industrial, computing and communications markets. As we rationalize and prioritize our investment in new product development, we will align our workforce and contain spending. This quarter marks the start of a process to demonstrate clear progress in refining our markets, developing feature rich products and leveraging our customer and channel partner relationships.”
For the fourth quarter of fiscal 2012 ending April 1, 2012, the Company projects that net sales will be between $26 million and $28 million. The non-GAAP gross margin is currently expected to be between 44% and 46%. Operating expenses are currently expected to be between $16.5 million and $17.5 million on a non-GAAP basis.
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.
Results Conference Call
The Company invites investors, financial analysts, and the general public to listen to its conference call discussing the Company’s financial results for the third quarter of fiscal 2012, today, Wednesday, February 1 at 1:30 p.m. PST. To access the conference call, please dial (800) 230-1096 by 1:20 p.m. PST and use conference ID number 232627. In addition, a live webcast will also be available.
To access the webcast, please go to the Company’s Investors’ Relations Homepage at: http://www.exar.com/news/investornews.aspx. A replay of the call will be available starting at 3:00 p.m. PST on February 1, 2012 until 11:59 p.m. PST on February 8, 2012. To access the replay, please dial (800) 475-6701 and use conference ID number 232627.
Product Line Highlights:
Interface
http://www.exar.com/Common/Content/News.aspx?id=9632
Power Management
http://www.exar.com/Common/Content/News.aspx?id=9806
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; cash balances; 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 and the Quarterly Reports on Form 10-Q for the periods ended July 3, 2011 and October 2, 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 presented, we are disclosing non-GAAP gross profit, non-GAAP gross margin, non-GAAP research and development expenses, non-GAAP selling, general and administrative expenses, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP net income (loss), and non-GAAP diluted earnings (loss) per share, which are adjusted to exclude from our GAAP results all stock-based compensation, amortization of acquired intangible assets, fair value adjustment of acquired inventories, acquisition-related costs, exit costs, separation costs of executive officers, impairment charges on investments, and income tax effects. These non-GAAP measures are 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 measures to evaluate performance across reporting periods, determine certain employee benefits as well as plan for and forecast the Company’s future periods. These non-GAAP measures are 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. These measures 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 data communication, storage, consumer and industrial 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.
EXAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)
(Unaudited)
| JANUARY
1, 2012 |
MARCH
27, 2011 |
|||||||
| ASSETS | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 9,745 | $ | 15,039 | ||||
| Short-term marketable securities |
188,724 | 185,960 | ||||||
| Accounts receivable (net of allowances of $635 and $1,165) |
9,493 | 9,776 | ||||||
| Accounts receivable, related party (net of allowances of $315 and $358) |
2,268 | 3,194 | ||||||
| Inventories |
21,948 | 21,962 | ||||||
| Other current assets |
5,900 | 3,562 | ||||||
|
|
|
|
|
|||||
| Total current assets |
238,078 | 239,493 | ||||||
| Property, plant and equipment, net |
29,970 | 38,009 | ||||||
| Goodwill |
3,184 | 3,184 | ||||||
| Intangible assets, net |
12,541 | 15,390 | ||||||
| Other non-current assets |
2,519 | 2,139 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 286,292 | $ | 298,215 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 9,986 | $ | 8,794 | ||||
| Accrued compensation and related benefits |
5,135 | 6,069 | ||||||
| Deferred income and allowances on sales to distributors |
3,443 | 4,632 | ||||||
| Deferred income and allowances on sales to distributors, related party |
11,087 | 10,680 | ||||||
| Other accrued expenses |
8,109 | 7,062 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
37,760 | 37,237 | ||||||
| Long-term lease financing obligations |
4,086 | 12,558 | ||||||
| Other non-current obligations |
3,767 | 3,841 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
45,613 | 53,636 | ||||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
||||||||
| Preferred stock, $.0001 par value; 2,250,000 shares authorized; no shares outstanding |
— | — | ||||||
| Common stock, $.0001 par value; 100,000,000 shares authorized; 44,888,248 and 44,519,663 shares issued and outstanding at January 1, 2012 and March 27, 2011, respectively (net of treasury shares) |
4 | 4 | ||||||
| Additional paid-in capital |
732,112 | 728,139 | ||||||
| Accumulated other comprehensive loss |
(924 | ) | (287 | ) | ||||
| Treasury stock at cost, 19,924,369 shares at January 1, 2012 and March 27, 2011 |
(248,983 | ) | (248,983 | ) | ||||
| Accumulated deficit |
(241,530 | ) | (234,294 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
240,679 | 244,579 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 286,292 | $ | 298,215 | ||||
|
|
|
|
|
|||||
EXAR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||||||
| JANUARY
1, 2012 |
OCTOBER
2, 2011 |
DECEMBER
26, 2010 |
JANUARY
1, 2012 |
DECEMBER
26, 2010 |
||||||||||||||||
| Net sales |
$ | 20,749 | $ | 25,910 | $ | 24,892 | $ | 71,732 | $ | 79,142 | ||||||||||
| Net sales, related party |
8,930 | 10,210 | 10,473 | 31,045 | 33,092 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total net sales |
29,679 | 36,120 | 35,365 | 102,777 | 112,234 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Cost of sales: |
||||||||||||||||||||
| Cost of sales |
11,130 | 13,661 | 12,742 | 38,280 | 40,026 | |||||||||||||||
| Cost of sales, related party |
4,299 | 4,825 | 5,007 | 14,867 | 15,417 | |||||||||||||||
| Amortization of purchased intangible assets |
905 | 905 | 1,533 | 2,715 | 4,601 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total cost of sales |
16,334 | 19,391 | 19,282 | 55,862 | 60,044 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Gross profit |
13,345 | 16,729 | 16,083 | 46,915 | 52,190 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Operating expenses: |
||||||||||||||||||||
| Research and development |
8,871 | 8,838 | 12,071 | 27,104 | 38,354 | |||||||||||||||
| Selling, general and administrative |
9,909 | 9,373 | 10,298 | 28,882 | 34,338 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total operating expenses |
18,780 | 18,211 | 22,369 | 55,986 | 72,692 | |||||||||||||||
| Loss from operations |
(5,435 | ) | (1,482 | ) | (6,286 | ) | (9,071 | ) | (20,502 | ) | ||||||||||
| Other income and expense, net: |
||||||||||||||||||||
| Interest income and other, net |
593 | 715 | 1,577 | 2,019 | 4,768 | |||||||||||||||
| Interest expense |
(60 | ) | (61 | ) | (313 | ) | (181 | ) | (947 | ) | ||||||||||
| Impairment charges on investments |
— | — | — | — | (62 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total other income and expense, net |
533 | 654 | 1,264 | 1,838 | 3,759 | |||||||||||||||
| Loss before income taxes |
(4,902 | ) | (828 | ) | (5,022 | ) | (7,233 | ) | (16,743 | ) | ||||||||||
| Provision for (benefit from) income taxes |
(169 | ) | 249 | (63 | ) | 3 | 89 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net loss |
$ | (4,733 | ) | $ | (1,077 | ) | $ | (4,959 | ) | $ | (7,236 | ) | $ | (16,832 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Loss per share: |
||||||||||||||||||||
| Basic loss per share |
$ | (0.11 | ) | $ | (0.02 | ) | $ | (0.11 | ) | $ | (0.16 | ) | $ | (0.38 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Diluted loss per share |
$ | (0.11 | ) | $ | (0.02 | ) | $ | (0.11 | ) | $ | (0.16 | ) | $ | (0.38 | ) | |||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Shares used in the computation of loss per share: |
||||||||||||||||||||
| Basic |
44,830 | 44,759 | 44,300 | 44,726 | 44,123 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Diluted |
44,830 | 44,759 | 44,300 | 44,726 | 44,123 | |||||||||||||||
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|
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|
|||||||||||
EXAR CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(In thousands, except per share amounts)
(Unaudited)
| THREE MONTHS ENDED | NINE MONTHS ENDED | |||||||||||||||||||
| JANUARY
1, 2012 |
OCTOBER
2, 2011 |
DECEMBER
26, 2010 |
JANUARY
1, 2012 |
DECEMBER
26, 2010 |
||||||||||||||||
| Net Sales |
$ | 29,679 | $ | 36,120 | $ | 35,365 | $ | 102,777 | $ | 112,234 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| GAAP gross profit |
$ | 13,345 | $ | 16,729 | $ | 16,083 | $ | 46,915 | $ | 52,190 | ||||||||||
| GAAP gross margin |
45.0 | % | 46.3 | % | 45.5 | % | 45.6 | % | 46.5 | % | ||||||||||
| Stock-based compensation |
104 | 69 | 78 | 232 | 396 | |||||||||||||||
| Amortization of acquired intangible assets |
905 | 905 | 1,533 | 2,715 | 4,601 | |||||||||||||||
| Fair value adjustment of acquired inventories |
— | — | — | — | 42 | |||||||||||||||
| Exit costs |
— | — | — | 152 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Non-GAAP gross profit |
$ | 14,354 | $ | 17,703 | $ | 17,694 | $ | 50,014 | $ | 57,229 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Non-GAAP gross margin |
48.4 | % | 49.0 | % | 50.0 | % | 48.7 | % | 51.0 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| GAAP research and development expenses |
$ | 8,871 | $ | 8,838 | $ | 12,071 | $ | 27,104 | $ | 38,354 | ||||||||||
| Stock-based compensation |
576 | 488 | 645 | 1,366 | 2,866 | |||||||||||||||
| Amortization of acquired intangible assets |
— | — | 72 | — | 2,220 | |||||||||||||||
| Exit costs |
— | — | — | 115 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Non-GAAP research and development expenses |
$ | 8,295 | $ | 8,350 | $ | 11,354 | $ | 25,623 | $ | 33,268 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| GAAP selling, general and administrative expenses |
$ | 9,909 | $ | 9,373 | $ | 10,298 | $ | 28,882 | $ | 34,338 | ||||||||||
| Stock-based compensation |
653 | 620 | 585 | 1,796 | 2,882 | |||||||||||||||
| Amortization of acquired intangible assets |
174 | 174 | 294 | 522 | 889 | |||||||||||||||
| Acquisition-related costs |
— | — | — | — | 328 | |||||||||||||||
| Exit costs |
— | — | — | 58 | — | |||||||||||||||
| Separation costs of executive officers |
575 | — | — | 575 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Non-GAAP selling, general and administrative expenses |
$ | 8,507 | $ | 8,579 | $ | 9,419 | $ | 25,931 | $ | 30,239 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| GAAP operating expenses |
$ | 18,780 | $ | 18,211 | $ | 22,369 | $ | 55,986 | $ | 72,692 | ||||||||||
| Stock-based compensation |
1,229 | 1,108 | 1,230 | 3,162 | 5,748 | |||||||||||||||
| Amortization of acquired intangible assets |
174 | 174 | 366 | 522 | 3,109 | |||||||||||||||
| Acquisition-related costs |
— | — | — | — | 328 | |||||||||||||||
| Exit costs |
— | — | — | 173 | — | |||||||||||||||
| Separation costs of executive officers |
575 | — | — | 575 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Non-GAAP operating expenses |
$ | 16,802 | $ | 16,929 | $ | 20,773 | $ | 51,554 | $ | 63,507 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| GAAP operating loss |
$ | (5,435 | ) | $ | (1,482 | ) | $ | (6,286 | ) | $ | (9,071 | ) | $ | (20,502 | ) | |||||
| Stock-based compensation |
1,333 | 1,177 | 1,308 | 3,394 | 6,144 | |||||||||||||||
| Amortization of acquired intangible assets |
1,079 | 1,079 | 1,899 | 3,237 | 7,710 | |||||||||||||||
| Fair value adjustment of acquired inventories |
— | — | — | — | 42 | |||||||||||||||
| Acquisition-related costs |
— | — | — | — | 328 | |||||||||||||||
| Exit costs |
— | — | — | 325 | — | |||||||||||||||
| Separation costs of executive officers |
575 | — | — | 575 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Non-GAAP operating income (loss) |
$ | (2,448 | ) | $ | 774 | $ | (3,079 | ) | $ | (1,540 | ) | $ | (6,278 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| GAAP net loss |
$ | (4,733 | ) | $ | (1,077 | ) | $ | (4,959 | ) | $ | (7,236 | ) | $ | (16,832 | ) | |||||
| Stock-based compensation |
1,333 | 1,177 | 1,308 | 3,394 | 6,144 | |||||||||||||||
| Amortization of acquired intangible assets |
1,079 | 1,079 | 1,899 | 3,237 | 7,710 | |||||||||||||||
| Fair value adjustment of acquired inventories |
— | — | — | — | 42 | |||||||||||||||
| Acquisition-related costs |
— | — | — | — | 328 | |||||||||||||||
| Exit costs |
— | — | — | 325 | — | |||||||||||||||
| Separation costs of executive officers |
575 | — | — | 575 | — | |||||||||||||||
| Impairment charges on investments |
— | — | — | — | 62 | |||||||||||||||
| Income tax effects |
(194 | ) | 221 | (118 | ) | (115 | ) | (53 | ) | |||||||||||
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| Non-GAAP net income (loss) |
$ | (1,940 | ) | $ | 1,400 | $ | (1,870 | ) | $ | 180 | $ | (2,599 | ) | |||||||
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| GAAP loss per share |
$ | (0.11 | ) | $ | (0.02 | ) | $ | (0.11 | ) | $ | (0.16 | ) | $ | (0.38 | ) | |||||
| Stock-based compensation |
0.03 | 0.03 | 0.03 | 0.08 | 0.14 | |||||||||||||||
| Amortization of acquired intangible assets |
0.02 | 0.02 | 0.04 | 0.07 | 0.17 | |||||||||||||||
| Fair value adjustment of acquired inventories |
— | — | — | — | 0.00 | |||||||||||||||
| Acquisition-related costs |
— | — | — | — | 0.01 | |||||||||||||||
| Exit costs |
— | — | — | 0.01 | — | |||||||||||||||
| Separation costs of executive officers |
0.01 | — | — | 0.01 | — | |||||||||||||||
| Impairment charges on investments |
— | — | — | — | 0.00 | |||||||||||||||
| Income tax effects |
(0.00 | ) | 0.00 | (0.00 | ) | (0.00 | ) | (0.00 | ) | |||||||||||
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| Non-GAAP diluted earnings (loss) per share |
$ | (0.04 | ) | $ | 0.03 | $ | (0.04 | ) | $ | 0.00 | $ | (0.06 | ) | |||||||
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| Shares used in earnings (loss) per share — GAAP |
44,830 | 44,759 | 44,300 | 44,726 | 44,123 | |||||||||||||||
| The effect of dilutive potential common shares due to reporting Non-GAAP net income |
— | 99 | — | 210 | — | |||||||||||||||
| The effect of removing stock-based compensation expense under SFAS 123R for Non-GAAP presentation purpose |
— | (15 | ) | — | (131 | ) | — | |||||||||||||
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| Shares used in diluted earnings per share — Non-GAAP |
44,830 | 44,843 | 44,300 | 44,805 | 44,123 | |||||||||||||||
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Note: Certain amounts may not total due to rounding.
EXAR CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP GUIDANCE
(In millions)
| GUIDANCE FOR THE QUARTER ENDING APRIL 1, 2012 | ||||||||||
| ADJUSTMENTS | ||||||||||
| NON-GAAP | STOCK-BASED COMPENSATION |
AMORTIZATION OF ACQUIRED INTANGIBLE ASSETS |
ESTIMATED CASH AND NON-CASH COSTS OF ALIGNMENT ACTIONS* |
GAAP | ||||||
| Net Sales |
$26.0 - $28.0 | $26.0 - $28.0 | ||||||||
| Gross Margin |
44.0% - 46.0% | <0.4% | 3.2% - 3.5% | 5.4% - 5.8% | 34.5% - 37.0% | |||||
| Operating expenses |
$16.5 - $17.5 | $1.3 | $0.2 | $5.5 | $23.5 - $24.5 | |||||
| * | Estimate of $3.5M cash costs and $3.5M non-cash charges |