10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 1, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

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 or organization)	(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)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the Registrant’s Common Stock was 45,710,434 as of August 6, 2012, net of 19,924,369 treasury shares.

EXAR CORPORATION AND SUBSIDIARIES

INDEX TO

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JULY 1, 2012

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements		3
	Condensed Consolidated Balance Sheets (Unaudited)		3
	Condensed Consolidated Statements of Operations (Unaudited)		4
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)		5
	Condensed Consolidated Statements of Cash Flows (Unaudited)		6
	Notes to Condensed Consolidated Financial Statements (Unaudited)		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		30
Item 4.	Controls and Procedures		31
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		31
Item 1A.	Risk Factors		31
Item 6.	Exhibits		47
	Signatures		48
	Index to Exhibits		49

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(Unaudited)

	July 1, 2012			April 1, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	10,225		$	8,714
Short-term marketable securities		184,888			187,668
Accounts receivable (net of allowances of $715 and $781)		10,540			8,454
Accounts receivable, related party (net of allowances of $545 and $815)		4,091			2,918
Inventories		16,238			18,374
Other current assets		3,505			3,124
Total current assets		229,487			229,252
Property, plant and equipment, net		25,975			27,793
Goodwill		3,184			3,184
Intangible assets, net		9,030			9,755
Other non-current assets		1,581			1,668
Total assets	$	269,257		$	271,652
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,504		$	7,823
Accrued compensation and related benefits		3,645			3,918
Deferred income and allowances on sales to distributors		3,063			3,410
Deferred income and allowances on sales to distributors, related party		9,634			9,608
Other current liabilities		10,045			13,615
Total current liabilities		34,891			38,374
Long-term lease financing obligations		3,456			3,771
Other non-current obligations		6,267			6,215
Total liabilities		44,614			48,360
Commitments and contingencies (Notes 14 and 15)
Stockholders’ equity:
Common stock, $.0001 par value; 100,000,000 shares authorized; 45,593,993 and 45,245,233 shares outstanding at July 1, 2012 and April 1, 2012, respectively		5			5
Additional paid-in capital		737,055			734,821
Accumulated other comprehensive loss		(508	)		(201	)
Treasury stock at cost, 19,924,369 shares at July 1, 2012 and April 1, 2012		(248,983	)		(248,983	)
Accumulated deficit		(262,926	)		(262,350	)
Total stockholders’ equity		224,643			223,292
Total liabilities and stockholders’ equity	$	269,257		$	271,652

See accompanying Notes to Condensed Consolidated Financial Statements.

3

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended
	July 1, 2012			July 3, 2011
Sales:
Net sales	$	19,447		$	25,073
Net sales, related party		9,804			11,905
Total net sales		29,251			36,978
Cost of sales:
Cost of sales		10,870			13,337
Cost of sales, related party		4,512			5,743
Amortization of purchased intangible assets		919			905
Restructuring charges and exit costs		81			152
Total cost of sales		16,382			20,137
Gross profit		12,869			16,841
Operating expenses:
Research and development		5,449			9,280
Selling, general and administrative		7,782			9,542
Restructuring charges and exit costs		804			173
Total operating expenses		14,035			18,995
Loss from operations		(1,166	)		(2,154	)
Other income and expense, net:
Interest income and other, net		646			711
Interest expense		(34	)		(60	)
Total other income and expense, net		612			651
Loss before income taxes		(554	)		(1,503	)
Provision for (benefit from) income taxes		22			(77	)
Net loss	$	(576	)	$	(1,426	)
Loss per share:
Basic and diluted loss per share	$	(0.01	)	$	(0.03	)
Shares used in the computation of loss per share:
Basic and diluted		45,388			44,599

See accompanying Notes to Condensed Consolidated Financial Statements.

4

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended
	July 1, 2012			July 3 2011
Net loss	$	(576	)	$	(1,426	)
Other comprehensive income:
Unrealized gain (loss) on investments		(307	)		483
Tax provision related to other comprehensive income		—			(183	)
Net change in accumulated other comprehensive income		(307	)		300
Comprehensive loss	$	(883	)	$	(1,126	)

See accompanying Notes to Condensed Consolidated Financial Statements.

5

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Three Months Ended
	July 1, 2012			July 3, 2011
Cash flows from operating activities:
Net loss	$	(576	)	$	(1,426	)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization		3,042			3,520
Stock-based compensation expense		174			884
Changes in operating assets and liabilities:
Accounts receivable and accounts receivable, related party		(3,259	)		(4,257	)
Inventories		2,136			1,797
Other current and non-current assets		(271	)		(31	)
Accounts payable		681			722
Accrued compensation and related benefits		(341	)		(520	)
Deferred income and allowance on sales to distributors and related party distributor		(321	)		2,142
Other current liabilities		(3,526	)		(829	)
Net cash provided by (used in) operating activities		(2,261	)		2,002
Cash flows from investing activities:
Purchases of property, plant and equipment and intellectual property, net		(460	)		(521	)
Purchases of short-term marketable securities		(36,107	)		(21,946	)
Proceeds from maturities of short-term marketable securities		12,593			14,676
Proceeds from sales of short-term marketable securities		25,948			14,406
Other disposal (investment) activities		(15	)		65
Net cash provided by investing activities		1,959			6,680
Cash flows from financing activities:
Proceeds from issuance of common stock		2,128			336
Payments of lease financing obligations		(315	)		(705	)
Net cash provided by (used in) financing activities		1,813			(369	)
Net increase in cash and cash equivalents		1,511			8,313
Cash and cash equivalents at the beginning of period		8,714			15,039
Cash and cash equivalents at the end of period	$	10,225		$	23,352
Supplemental disclosure of non-cash investing and financing activities:
Return of Hillview Facility to Lessor	$	—		$	12,167

See accompanying Notes to Condensed Consolidated Financial Statements.

6

EXAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Description of Business— Exar Corporation was incorporated in California in 1971 and reincorporated in Delaware in 1991. Exar Corporation and its subsidiaries (“Exar” or “we”) is a fabless semiconductor company that designs, develops and markets high performance analog mixed-signal integrated circuits and advanced sub-system solutions for data communication, networking, storage, consumer and industrial applications. Exar’s product portfolio includes power management and connectivity components, communications products, network security and storage optimization solutions.

Basis of Presentation and Use of Management Estimates—The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended April 1, 2012 as filed with the SEC. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, that we believe are necessary for a fair statement of Exar’s financial position as of July 1, 2012 and our results of operations for the three months ended July 1, 2012 and July 3, 2011, respectively. These condensed consolidated financial statements are not necessarily indicative of the results to be expected for the entire year.

The financial statements include management’s estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Actual results could differ from those estimates, and material effects on operating results and financial position may result.

Certain reclassifications have been made to the prior year condensed consolidated financial statements to conform to the current year’s presentation. Such reclassification had no effect on previously reported results of operations or stockholders’ equity.

Our fiscal years consist of 52 or 53 weeks. In a 52-week year, each fiscal quarter consists of 13 weeks. Fiscal years 2013 and 2012 consist of 52 and 53 weeks, respectively. The first quarter of fiscal years 2013 and 2012 consist of 13 and 14 weeks, respectively.

NOTE 2. REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

During the first quarter of fiscal year 2013, we identified an error in our accounting for stock-based compensation expense previously recorded in the fourth quarter of fiscal 2012. We assessed the materiality of the error on prior periods’ financial statements and concluded that the error was not material to any of our prior period annual or interim financial statements. We elected to revise previously issued consolidated financial statements the next time they are filed. As each subsequent filing is made in the future, the previous period consolidated financial statements affected by the errors will be revised. We have revised the April 1, 2012 consolidated balance sheet included herein to reflect the correct balances by reducing additional paid-in capital and accumulated deficit each by $741,000. The correction did not impact the net income (loss) in the three months ended July 1, 2012 or in subsequent filings.

NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2011, the FASB issued an update to the authoritative guidance for comprehensive income. This update eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. This update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This update is effective in fiscal years, and interim periods within those years, beginning after December 15, 2011. As a result, we have separately presented the Statements of Comprehensive Income for the three months ended July 1, 2012 and July 3, 2011 as part of our unaudited condensed consolidated financial statements.

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NOTE 4. CASH, CASH EQUIVALENTS AND SHORT-TERM MARKETABLE SECURITIES

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We have no assets or liabilities utilizing Level 3 inputs as of July 1, 2012 and April 1, 2012, respectively.

Our investment assets, measured at fair value on a recurring basis, as of the dates indicated below were as follows (in thousands, except for percentages):

	July 1, 2012
	Level 1		Level 2		Total
Assets:
Money market funds	$	6,222	$	—	$	6,222	3	%
U.S. government and agency securities		17,751		29,519		47,270	25	%
Corporate bonds and notes		—		67,009		67,009	35	%
Asset-backed securities		—		27,433		27,433	14	%
Mortgage-backed securities		—		43,176		43,176	23	%
Total investment assets	$	23,973	$	167,137	$	191,110	100	%

	April 1, 2012
	Level 1		Level 2		Total
Assets:
Money market funds	$	3,088	$	—	$	3,088	2	%
U.S. government and agency securities		16,282		28,544		44,826	23	%
Corporate bonds and notes		—		69,234		69,234	36	%
Asset-backed securities		—		26,364		26,364	14	%
Mortgage-backed securities		—		47,244		47,244	25	%
Total investment assets	$	19,370	$	171,386	$	190,756	100	%

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Our cash, cash equivalents and short-term marketable securities as of the dates indicated below were as follows (in thousands):

	July 1, 2012		April 1, 2012
Cash and cash equivalents
Cash at financial institutions	$	4,003	$	5,626
Cash equivalents
Money market funds		6,222		3,088
Total cash and cash equivalents	$	10,225	$	8,714
Available-for-sale securities
U.S. government and agency securities	$	47,270	$	44,826
Corporate bonds and notes		67,009		69,234
Asset-backed securities		27,433		26,364
Mortgage-backed securities		43,176		47,244
Total short-term marketable securities	$	184,888	$	187,668

Our marketable securities include U.S. government and agency securities, corporate bonds and notes, and asset-backed and mortgage-backed securities. We classify investments as available-for-sale at the time of purchase and re-evaluate such designation as of each balance sheet date. We amortize premiums and accrete discounts to interest income over the life of the investment. Our available-for-sale securities, which we intend to sell as necessary to meet our liquidity requirements, are classified as cash equivalents if the maturity date is 90 days or less from the date of purchase and as short-term marketable securities if the maturity date is greater than 90 days from the date of purchase.

All marketable securities are reported at fair value based on the estimated or quoted market prices as of each balance sheet date, with unrealized gains or losses, net of tax effect, recorded in accumulated other comprehensive income (loss) within stockholders’ equity except those unrealized losses that are deemed to be other than temporary which are reflected in the impairment charges on investments line item on the consolidated statements of operations.

Realized gains or losses on the sale of marketable securities are determined by the specific identification method and are reflected in the interest income and other, net line item on the consolidated statements of operations.

Our net realized gains (losses) on marketable securities for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012			July 3, 2011
Gross realized gains	$	240		$	170
Gross realized losses		(278	)		(214	)
Net realized losses	$	(38	)	$	(44	)

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The following table summarizes our investments in marketable securities as of the dates indicated below, (in thousands):

	July 1, 2012
			Unrealized
	Amortized Cost		Gross Gains (1)		Gross Losses (1)			Net Gain (Loss) (1)		Fair Value
Money market funds	$	6,222	$	—	$	—		$	—	$	6,222
U.S. government and agency securities		47,160		115		(5	)		110		47,270
Corporate bonds and notes		66,814		274		(79	)		195		67,009
Asset-backed securities		27,394		68		(29	)		39		27,433
Mortgage-backed securities		43,173		215		(212	)		3		43,176
Total investments	$	190,763	$	672	$	(325	)	$	347	$	191,110

	April 1, 2012
			Unrealized
	Amortized Cost		Gross Gains (1)		Gross Losses (1)			Net Gain (Loss) (1)		Fair Value
Money market funds	$	3,088	$	—	$	—		$	—	$	3,088
U.S. government and agency securities		44,687		189		(50	)		139		44,826
Corporate bonds and notes		68,857		410		(33	)		377		69,234
Asset-backed securities		26,353		55		(44	)		11		26,364
Mortgage-backed securities		47,117		286		(159	)		127		47,244
Total investments	$	190,102	$	940	$	(286	)	$	654	$	190,756

(1) Gross of tax impact

Our asset-backed securities are comprised primarily of premium tranches of vehicle loans and credit card receivables, while our mortgage-backed securities are primarily from federal agencies. We do not own auction rate securities nor do we own securities that are classified as subprime. As of July 1, 2012, we have sufficient liquidity and do not intend to sell these securities to fund normal operations or realize any significant losses in the short term; however, these securities are available for use, if needed, for current operations.

We periodically review our investments in unrealized loss positions for other-than-temporary impairments. This evaluation includes, but is not limited to, quantitative and qualitative assessments and estimates regarding credit ratings, collateralized support, the length of time and significance of a security’s loss position, our intent not to sell the security, and whether it is more likely than not that we will not have to sell the security before recovery of its cost basis. For the three months ended July 1, 2012 and July 3, 2011, respectively, there were no investments identified with other-than-temporary declines in value.

The amortized cost and estimated fair value of cash equivalents and marketable securities classified as available-for-sale by expected maturity as of the dates indicated below were as follows (in thousands):

	July 1, 2012				April 1, 2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year	$	62,046	$	62,067	$	48,978	$	49,011
Due in 1 to 5 years		128,717		129,043		141,124		141,745
Total	$	190,763	$	191,110	$	190,102	$	190,756

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The following table summarizes the gross unrealized losses and fair values of our investments in an unrealized loss position as of the dates indicated below, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	July 1, 2012
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	5,988	$	(5	)	$	—	$	—		$	5,988	$	(5	)
Corporate bonds and notes		16,374		(75	)		201		(4	)		16,575		(79	)
Asset-backed securities		2,384		(11	)		2,035		(18	)		4,419		(29	)
Mortgage-backed securities		18,143		(173	)		2,125		(39	)		20,268		(212	)
Total	$	42,889	$	(264	)	$	4,361	$	(61	)	$	47,250	$	(325	)

	April 1, 2012
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	16,175	$	(50	)	$	—	$	—		$	16,175	$	(50	)
Corporate bonds and notes		11,685		(33	)		—		—			11,685		(33	)
Asset-backed securities		3,516		(5	)		3,786		(39	)		7,302		(44	)
Mortgage-backed securities		16,435		(108	)		2,417		(51	)		18,852		(159	)
Total	$	47,811	$	(196	)	$	6,203	$	(90	)	$	54,014	$	(286	)

NOTE 5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. We evaluate goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We conduct our annual impairment analysis in the fourth quarter of each fiscal year. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss. Because we have one reporting unit, we utilize an entity-wide approach to assess goodwill for impairment. As of July 1, 2012, no events or changes in circumstances suggest that the carrying amount for goodwill may not be recoverable and therefore we did not perform an interim goodwill impairment analysis.

Intangible Assets

Our purchased intangible assets as of the dates indicated below were as follows (in thousands):

	July 1, 2012							April 1, 2012
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Existing technology	$	35,236	$	(28,151	)	$	7,085	$	34,848	$	(27,286	)	$	7,562
Patents/Core technology		3,736		(2,983	)		753		3,736		(2,855	)		881
Distributor relationships		1,264		(1,144	)		120		1,264		(1,119	)		145
Customer relationships		2,905		(1,833	)		1,072		2,905		(1,751	)		1,154
Tradenames/Trademarks		1,025		(1,025	)		—		1,025		(1,012	)		13
Total	$	44,166	$	(35,136	)	$	9,030	$	43,778	$	(34,023	)	$	9,755

Long-lived assets are amortized on a straight-line basis over their respective estimated useful lives. We evaluate the remaining useful life of our long-lived assets that are being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the long-lived asset is amortized prospectively over the remaining useful life. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an indicator of impairment exists, we compare the carrying value of long-lived assets to our projection of future undiscounted cash flows attributable to such assets and, in the event that the carrying value exceeds the future undiscounted cash

11

flows, we record an impairment charge equal to the excess of the carrying value over the asset’s fair value. Although the assumptions used in projecting future revenues and gross margins are consistent with those used in our annual strategic planning process, intangible asset impairment charges might be required in future periods if our assumptions are not achieved.

As of July 1, 2012, there were no indicators that required us to perform an intangible assets impairment review.

The aggregate amortization expenses for our purchased intangible assets for the periods indicated below were as follows:

		Three Months Ended
	Weighted Average Lives	July 1, 2012		July 3, 2011
	(in months)	(in thousands)
Existing technology	66	$	865	$	949
Patents/Core technology	61		128		129
Distributor relationships	72		25		25
Customer relationships	80		82		81
Tradenames/Trademarks	35		13		67
Total		$	1,113	$	1,251

The estimated future amortization expenses for our purchased intangible assets are summarized below (in thousands):

Amortization Expense (by fiscal year)
2013 (9 months remaining)	$	3,127
2014		3,692
2015		1,301
2016		704
2017		182
2018 and thereafter		24
Total estimated amortization	$	9,030

NOTE 6. LONG-TERM INVESTMENT

Our long-term investment consists of our investment in Skypoint Telecom Fund II (US), L.P. (“Skypoint Fund”). Skypoint Fund is a venture capital fund that invests primarily in private companies in the telecommunications and/or networking industries. We account for this non-marketable equity investment under the cost method. We periodically review and determine whether the investment is other-than-temporarily impaired, in which case the investment is written down to its impaired value.

As of the dates indicated below, our long-term investment balance, which is included in the “Other non-current assets” line item on the condensed consolidated balance sheets, consisted of the following (in thousands):

	July 1, 2012		April 1, 2012
Beginning balance	$	1,273	$	1,563
Contributions		15		114
Capital distributions		—		(404	)
Ending balance	$	1,288	$	1,273

We have made approximately $4.8 million in capital contributions to Skypoint Fund since we became a limited partner in July 2001. We contributed $15,000 to the fund during the three months ended July 1, 2012. In the three months ended July 1, 2012, the limited partners of the Skypoint Fund agreed to extend the term of the Skypoint Fund for one additional year. As of July 1, 2012, we do not have any further capital commitments.

The carrying amount of $1.3 million is net of capital contributions, cumulative impairment charges and capital distributions.

Impairment

We analyzed the fair value of the underlying investments of Skypoint Fund and concluded that there was no other-than-temporary impairment, and therefore we did not record an impairment charge for Skypoint Fund in either the three months ended July 1, 2012 or the three months ended July 3, 2011.

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NOTE 7. RELATED PARTY TRANSACTION

Affiliates of Future Electronics Inc. (“Future”), Alonim Investments Inc. and two of its affiliates (collectively “Alonim”), own approximately 7.6 million shares, or approximately 17%, of our outstanding common stock as of July 1, 2012. As such, Alonim is our largest stockholder.

Our sales to Future are made under a distribution agreement that provides protection against price reduction for its inventory of our products and other sales allowances, which are similar to those other external distributor partners. We recognize revenue on sales to Future when Future sells the products to its end customers. Future has historically accounted for a significant portion of our net sales.

Related party contributions to our total net sales for the periods indicated below were as follows:

	Three Months Ended
	July 1, 2012			July 3, 2011
Future		34	%		32	%

Related party expenses for marketing promotional materials reimbursed were not significant for either the three months ended July 1, 2012 or the three months ended July 3, 2011.

NOTE 8. RESTRUCTURING CHARGES AND EXIT COSTS

In fiscal year 2012, we incurred restructuring charges and exit costs totaling $14.2 million, of which $0.3 million was recorded in the first quarter and $13.9 million was recorded in the fourth quarter.

During the first quarter of fiscal year 2013, we incurred additional restructuring charges and exit costs of $0.9 million, primarily consisting of severance benefits.

Our restructuring liabilities were included in the other current liabilities and other non-current obligations lines within our condensed consolidated balance sheets. The following table summarizes the activities affecting the liabilities as of the dates indicated below (in thousands):

	Restructuring Costs
Balance at April 1, 2012	$	8,041
Additional accruals		885
Payments		(3,669	)
Non-cash charges		(65	)
Balance at July 1, 2012		5,192
Less: Long-term portion		(2,527	)
Current portion	$	2,665

NOTE 9. BALANCE SHEET DETAILS

Our inventories consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Work-in-process and raw materials	$	7,969	$	7,590
Finished goods		8,269		10,784
Total inventories	$	16,238	$	18,374

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Our other current liabilities consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Short-term lease financing obligations	$	2,826	$	3,216
Accrued restructuring charges and exit costs		2,665		5,699
Accrued legal and professional services		2,217		2,325
Accrued manufacturing expenses, royalties and licenses		860		696
Accrued sales and marketing expenses		677		937
Other		800		742
Total other current liabilities	$	10,045	$	13,615

NOTE 10. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the applicable period. Diluted earnings per share reflects the potential dilution that would occur if outstanding stock options or warrants to purchase common stock were exercised for common stock, using the treasury stock method, and the common stock underlying outstanding restricted stock units (“RSUs”) was issued.

The following table summarizes our loss per share for the periods indicated below (in thousands, except per share amounts):

	Three Months Ended
	July 1, 2012			July 3, 2011
Net loss	$	(576	)	$	(1,426	)
Shares used in computation of loss per share		45,388			44,599
Loss per share – basic and diluted	$	(0.01	)	$	(0.03	)

All outstanding stock options and restricted stock units (“RSUs”) are potentially dilutive securities, and as of July 1, 2012 and July 3, 2011, the combined total of stock options, warrants to purchase common stock and RSUs were 6.8 million and 6.4 million shares, respectively. Warrants to purchase common stock of approximately 0.3 million shares expired unexercised in the first quarter of fiscal year 2012. However, since we had net losses in all periods presented, no potentially dilutive securities were included in the computation of dilutive shares, as inclusion of such shares would have been anti-dilutive. Accordingly, basic and diluted net loss per share were the same in each period presented

NOTE 11. COMMON STOCK REPURCHASES

From time to time, we acquire outstanding common stock in the open market to partially offset dilution from our equity award programs, to increase our return on our invested capital and to bring our cash to a more appropriate level for our company.

On August 28, 2007, we announced the approval of a share repurchase plan (“2007 SRP”) and authorized the repurchase of up to $100 million of our common stock.

During the three months ended July 1, 2012 and the twelve months ended April 1, 2012, we did not repurchase any shares under the 2007 SRP. As of July 1, 2012, the remaining authorized amount for the stock repurchase under the 2007 SRP was $11.8 million. The 2007 SRP does not have a termination date. We may continue to utilize our share repurchase plan, which would reduce our cash, cash equivalents and/or short-term marketable securities available to fund future operations and to meet other liquidity requirements.

NOTE 12. STOCK-BASED COMPENSATION

Employee Stock Participation Plan (“ESPP”)

Our ESPP permits employees to purchase common stock through payroll deductions at a purchase price that is equal to 95% of our common stock price on the last trading day of each three-calendar-month offering period. Our ESPP is non-compensatory.

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The following table summarizes our ESPP transactions during the fiscal periods presented (in thousands, except per share amounts):

	As of July 1, 2012		Three Months Ended July 1, 2012
	Shares of Common Stock		Shares of Common Stock		Weighted Average Price
Authorized to issue		4,500
Reserved for future issuance		1,412
Issued				6	$	7.67

Equity Incentive Plans

We currently have two equity incentive plans, in which shares are available for future issuance, the Exar Corporation 2006 Equity Incentive Plan (the “2006 Plan”) and the Sipex Corporation 2006 Equity Incentive Plan (the “Sipex Plan”) assumed in connection with the August 2007 acquisition of Sipex Corporation. The Sipex Corporation 2000 Non-Qualified Stock Option Plan expired October 31, 2010, and the Sipex Corporation 2002 Non-Qualified Stock Option Plan expired October 1, 2011.

The 2006 Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, stock bonuses and other forms of awards granted or denominated in common stock or units of common stock, as well as cash bonus awards. RSUs granted under the 2006 Plan are counted against authorized shares available for future issuance on a basis of two shares for every RSU issued. The 2006 Plan allows for performance-based vesting and partial vesting based upon level of performance. Grants under the Sipex Plan are only available to former Sipex Corporation’s employees or employees of Exar hired after the Sipex Corporation acquisition. At our annual meeting on September 15, 2010, our stockholders approved an amendment to the 2006 Plan to increase the aggregate share limit under the 2006 Plan by an additional 5.5 million shares to 8.3 million shares. At July 1, 2012, there were 5.0 million shares available for future grant under all our equity incentive plans.

Stock Option Activities

Our stock option transactions during the three months ended July 1, 2012 are summarized as follows:

	Outstanding			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (1) (in thousands)		In-the-money Options Vested and Exercisable (in thousands)
Balance at April 1, 2012		6,345,307		$	7.23		4.67	$	9,474		1,193
Granted		716,200			8.02
Exercised		(312,007	)		6.67
Cancelled		(24,151	)		7.17
Forfeited		(628,898	)		6.29
Balance at July 1, 2012		6,096,451		$	7.45		4.53	$	6,658		2,490
Vested and expected to vest, July 1, 2012		5,411,621		$	7.53		4.29	$	5,763
Vested and exercisable, July 1, 2012		2,490,125		$	8.48		2.21	$	1,558

(1) The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, which is based on the closing price of our common stock of $8.13 and $8.40 as of July 1, 2012 and April 1, 2012, respectively. These are the values which would have been received by option holders if all option holders exercised their options on that date.

In January 2012, we granted 480,000 performance-based stock options to our Chief Executive Officer, President and Director (“CEO”). The options are scheduled to vest in four equal annual installments at the end of fiscal years 2013 through 2016 if certain predetermined financial measures are met. If the financial measures are not met, each installment will be rolled over to the subsequent fiscal year for vesting except for the last installment. If the financial measures are not met for two consecutive years, the options will be forfeited except for the last installment which will be forfeited at the end of fiscal year 2016. In the three months ended July 1, 2012, we recorded $65,000 of compensation expense for these options.

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Options exercised for the periods indicated below were as follows (in thousands):

	July 1, 2012		July 3, 2011
Intrinsic value of options exercised	$	398	$	5

RSU Activities

Our RSU transactions during the three months ended July 1, 2012 are summarized as follows:

	Shares			Weighted Average Grant- Date Fair Value		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value  (1) (in thousands)		Unrecognized Stock-based Compensation Cost(2) (in thousands)
Unvested at April 1, 2012		604,655		$	7.13		2.38	$	5,079	$	3,537
Granted		161,254			8.29
Issued and released		(39,005	)		7.54
Cancelled		(79,250	)		6.96
Unvested at July 1, 2012		647,654		$	7.41		2.10	$	5,265	$	3,506
Vested and expected to vest, July 1, 2012		491,898					1.98	$	3,999

(1) The aggregate intrinsic value of RSUs represents the closing price per share of our stock at the end of the periods presented, multiplied by the number of unvested RSUs or the number of vested and expected to vest RSUs, as applicable, at the end of each period.

(2) For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs less estimated forfeitures was recognized on a straight-line basis, over the vesting period.

In July 2009, we granted performance-based RSUs covering 99,000 shares to certain executives, issuable upon meeting certain performance targets in fiscal year 2010 and vesting annually over a three year period beginning July 1, 2010. The annual vesting schedule requires continued service through each annual vesting date. During the three months ended July 1, 2012 and July 3, 2011, compensation expense of $0 and $27,000 were recorded, respectively, to reflect the achievement of these performance targets.

In March 2012, we granted 300,000 performance-based RSUs to our CEO. The RSUs are scheduled to start vesting in three equal annual installments at the end of fiscal year 2013 through 2015 with three year vesting periods if certain predetermined financial measures are met. If the financial measures are not met, each installment will be forfeited at the end of its respective fiscal year. In the three months ended July 1, 2012, we recorded $112,000 compensation expense for these awards.

In April 2012, we granted 29,000 bonus RSUs to our CEO. The RSUs shall vest 25% on the date that is six months after the commencement of the fiscal year 2013; 25% on the last day of fiscal year 2013; and the remaining 50% when and if our Board of Directors determines that certain targets under the Fiscal Year 2013 Executive Management Incentive Program (“2013 Incentive Program”) have been met. In the three months ended July 1, 2012, we recorded $94,000 compensation expense for these awards.

In June 2012, we announced the 2013 Incentive Program. Under the 2013 Incentive Program, each participant’s award is denominated in stock and subject to achievement of certain financial performance goals and the participant’s annual Management by Objective goals. If we believe that it is probable that the performance measures under this program will be achieved, the stock-based compensation for the awards could result in additional expense in fiscal year 2013 for performance at various levels. In the three months ended July 1, 2012, we did not record any compensation expense related to the 2013 Incentive Program.

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Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to stock options and RSUs during the fiscal periods presented (in thousands):

	Three Months Ended
	July 1, 2012			July 3, 2011
Cost of sales	$	(15	)	$	59
Research and development		(126	)		302
Selling, general and administrative		315			523
Total Stock-based compensation expense	$	174		$	884

The stock-based compensation expense capitalized as inventory was not significant for all periods presented.

Unrecognized Stock-Based Compensation Expense

The following table summarizes unrecognized stock-based compensation expense related to stock options and RSUs for the three months ended July 1, 2012:

	July 1, 2012
	Amount (in thousands)		Weighted Average Expected Remaining Period (in years)
Options	$	7,522		2.97
RSUs (1)		3,506		2.95
Total Stock-based compensation expense	$	11,028

(1) For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs, less estimated forfeitures, is recognized on a straight-line basis over the vesting period.

Valuation Assumptions

We estimate the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based compensation represent our estimates, but these estimates involve inherent uncertainties and the application of management’s judgment which include the expected term of the stock-based awards, stock price volatility and forfeiture rates. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

We used the following weighted average assumptions to calculate the fair values of options granted during the fiscal periods presented:

	Three Months Ended
	July 1, 2012			July 3, 2011
Expected term of options (years)		4.2			4.3
Risk-free interest rate		0.6	%		1.5	%
Expected volatility		42	%		41	%
Expected dividend yield		—			—
Weighted average estimated fair value	$	2.75		$	2.15

NOTE 13. LEASE FINANCING OBLIGATION

We have acquired engineering design tools (“design tools”) under capital leases. We acquired design tools of $1.1 million in July 2009 under a three-year license, $1.3 million in December 2009 under a 28-month license, $1.0 million in June 2010 under a three-year license, $5.8 million in October 2011 under a three-year license and $4.5 million in December 2011 under a three-year

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license, all of which were accounted for as capital leases and recorded in the property, plant and equipment, net line item in the consolidated balance sheets. The related design tool obligations were included in other current liabilities and long-term lease financing obligations in our condensed consolidated balance sheets as of July 1, 2012 and April 1, 2012, respectively. The effective interest rates for the design tools range from 2.0% to 7.25%.

Amortization of the design tools recorded using the straight-line method over the remaining useful life for the periods indicated below was as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Amortization expense	$	895	$	894

Future minimum lease and sublease income payments for the lease financing obligations as of July 1, 2012 are as follows (in thousands):

Fiscal Years	Design tools
2013 (9 months remaining)	$	2,826
2014		2,946
2015		814
Total minimum lease payments		6,586
Less: amount representing interest		304
Present value of minimum lease payments		6,282
Less: short-term lease financing obligation		2,826
Long-term lease financing obligations	$	3,456

Interest expense for the lease financing obligation for the periods indicated below was as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Interest expense	$	34	$	60

In the course of our business, we enter into arrangements accounted for as operating leases related to engineering design software licenses and office space. Rent expenses for all operating leases for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Rent expense	$	133	$	388

Our future minimum lease payments for the lease operating obligations as of July 1, 2012 are as follows (in thousands):

Fiscal Years	Facilities
2013 (9 months remaining)	$	302
2014		80
2015		72
2016		72
2017 and thereafter		91
Total minimum lease payments	$	617

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NOTE 14. COMMITMENTS AND CONTINGENCIES

In 1986, Micro Power Systems Inc. (“MPSI”), a subsidiary that we acquired in June 1994, identified low-level groundwater contamination at its principal manufacturing site. The area and extent of the contamination appear to have been defined. MPSI previously reached an agreement with a prior tenant to share in the cost of ongoing site investigations and the operation of remedial systems to remove subsurface chemicals. The frequency and number of wells monitored at the site was reduced with prior regulatory approval for a plume stability analysis as an initial step towards site closure. No significant rebound concentrations have been observed. The groundwater treatment system remains shut down. In July 2008, we evaluated the effectiveness of the plume stability and decided to initiate an alternative treatment program to pursue a no further action order for the site. In April 2012, the San Francisco Bay Regional Water Quality Control Board approved our application for low-threat closure and rescinded the previous cleanup order. We are now in the process of negotiating a deed restriction for the site and sealing the monitoring wells before the San Francisco Bay Regional Water Quality Control Board issues a No Further Action letter.

Outstanding liabilities for remediation activities, net of payments consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Liabilities for remediation activities	$	57	$	65

In a letter dated March 27, 2012, the Company was notified by the Alameda County Water District (“ACWD”) of the recent detection of volatile organic compounds at a site adjacent to a facility that was previously owned and occupied by Sipex Corporation. The letter was also addressed to prior and current property owners and tenants (collectively “property owners”). ACWD requested that the property owners carry out further site investigation activities to determine if the detected compounds are emanating from the site or simply flowing under it. In June 2012, the property owner filed with ACWD a report of its investigation/characterization activities and analytical data obtained. We have received correspondences from the California Department of Toxic Substance Control (“DTSC”) regarding its ongoing investigation of hazardous wastes and hazardous waste constituents at a former regulated treatment facility in San Jose, California. In 1985, MicroPower Systems, Inc. (“MPSI”) made two separate hazmat deliveries to the site. DTSC has requested that companies that had hazardous waste treated at the site participate in further assessment and remediation activities. Given that this matter is in the early stages of investigation and discussions are ongoing, we are unable to ascertain our exposure, if any.

Generally, we warrant all custom products and application specific products, including cards and boards, against defects in materials and workmanship for a period of 12 months and occasionally we may provide an extended warranty from the delivery date. We warrant all of our standard products against defects in materials and workmanship for a period of 90 days from the date of delivery. Reserve requirements are recorded in the period of sale and are based on an assessment of the products sold with warranty and historical warranty costs incurred. Our liability is generally limited to replacing, repairing or issuing credit, at our option, for the product if it has been paid for. The warranty does not cover damage which results from accident, misuse, abuse, improper line voltage, fire, flood, lightning or other damage resulting from modifications, repairs or alterations performed other than by us, or resulting from failure to comply with our written operating and maintenance instructions. Warranty expense has historically been immaterial for our products. The warranty liabilities related to our products as of July 1, 2012 and April 1, 2012 were immaterial.

In the ordinary course of business, we may provide for indemnification of varying scope and terms to customers, vendors, lessors, business partners, purchasers of assets or subsidiaries, and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements or representations and warranties made by us, services to be provided by us, intellectual property infringement claims made by third parties or, with respect to the sale of assets or a subsidiary, matters related to our conduct of the business and tax matters prior to the sale. In addition, we have entered into indemnification agreements with our directors and certain of our executive officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or executive officers. We maintain director and officer liability insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers, and former directors and officers of acquired companies, in certain circumstances.

It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, we have not incurred material costs as a result of obligations under these agreements and we have not accrued any liabilities related to such indemnification obligations in our consolidated financial statements.

NOTE 15. LEGAL PROCEEDINGS

On August 2, 2011, a lawsuit was filed in the Superior Court of California in the County of Santa Clara by Mission West Properties, L.P., the lessor for the Hillview Facility naming us as a defendant (Santa Clara County Superior Court case No. 1-11-CV-206456). The lawsuit asserts various monetary and equitable claims, but essentially seeks recovery of remediation and restoration

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costs in the amount of $3.0 million, which we assert are inflated and unsubstantiated. We also dispute liability in connection with claims by Mission West Properties, L.P. regarding the extent of restoration mandated by the lease. On November 21, 2011, we filed an Amended Cross-Complaint against Mission West Properties, L.P. for the following Causes of Action: (1) Promissory Fraud; (2) Breach of the Covenant of Good Faith and Fair Dealing; (3) Contract Reformation; and (4) for Deposit in Court. The Cross-Complaint also asserts the following causes of action against our former subtenant, Kovio, Inc.: (1) Declaratory Relief and Indemnity; (2) Breach of Contract; and (3) for Deposit in Court. Responsive pleadings have been filed by the Cross-Defendants. Mission West Properties, L.P. has sought leave to amend its Complaint to assert additional claims for fraud, negligent misrepresentation and breach of contract. On July 30, 2012, Court denied the motion without prejudice. Discovery, including depositions of key witnesses, has begun but is currently informally stayed pending resolution of the motion. No substantive hearings in court have taken place. An accrual of $1.2 million has been recorded as the estimated amount to settle claims. Attorney’s fees and costs, which are expensed as incurred, will also be incurred in connection with this litigation.

From time to time, we are involved in various claims, legal actions and complaints arising in the normal course of business. We are not a named party to any currently ongoing lawsuit or formal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our financial position, results of operations or cash flows.

NOTE 16. INCOME TAXES

During the three months ended July 1, 2012, we recorded an income tax expense of approximately $22,000. The income tax expense was primarily due to expenses related to foreign taxable income. During the three months ended July 3, 2011, we recorded an income tax benefit of $77,000. The income tax benefit was primarily due to the allocation of tax benefits between continuing operations and other comprehensive income as prescribed in ASC 740 when applying the exception to the intraperiod allocation rule.

During the three months ended July 1, 2012, the unrecognized tax benefits increased by $42,000 to $16.9 million. The increase was primarily a result of increased unrecognized tax benefit on R&D tax credits. If recognized, $14.3 million of these unrecognized tax benefits (net of federal benefit) would be recorded as a reduction of future income tax provision before consideration of changes in the valuation allowance for deferred tax assets.

Estimated interest and penalties related to the income taxes are classified as a component of the provision for income taxes in the condensed consolidated statement of operations. Accrued interest and penalties consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Accrued interest and penalties	$	280	$	295

Our only major tax jurisdictions are the United States federal and various U.S. states. The fiscal years 2003 through 2013 remain open and subject to examinations by the appropriate governmental agencies in the United States and in certain of our U.S. state jurisdictions.

NOTE 17. SEGMENT AND GEOGRAPHIC INFORMATION

We operate in one reportable segment, which is comprised of one operating segment. We design, develop and market high- performance, analog and mixed-signal silicon solutions and software and subsystem solutions for a variety of markets including communications, datacom and storage, connectivity and power management. The nature of our products and production processes and the type of customers and distribution methods are consistent among all of our products.

Our net sales by product line for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Connectivity	$	16,028	$	19,038
Power management		6,602		7,297
Datacom and storage		3,689		3,894
Communications		2,932		6,749
Total net sales	$	29,251	$	36,978

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Our foreign operations are conducted primarily through our wholly-owned subsidiaries in Canada, China, France, Germany, Italy, Japan, Malaysia, Singapore, South Korea, Taiwan and the United Kingdom. Our principal markets include North America, Europe and the Asia Pacific region. Net sales by geographic areas represent sales to unaffiliated customers.

Our net sales by geographic area for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
China	$	9,990	$	12,551
United States		6,192		9,119
Singapore		4,036		3,888
Germany		3,038		4,453
Europe (excluding Germany)		1,105		1,672
Rest of world		4,890		5,295
Total net sales	$	29,251	$	36,978

Substantially all of our long-lived assets at each of July 1, 2012 and April 1, 2012 were located in the United States.

We sell our products to distributors and original equipment manufacturers (“OEM”) (or their designated subcontract manufacturers) throughout the world. The following distributors accounted for 10% or more of our net sales in the periods indicated:

	Three Months Ended
	July 1, 2012			July 3, 2011
Distributor A		34	%		32	%
Distributor B		*			12	%
Distributor C		10	%		*

* Net sales for this distributor for this period were less than 10% of our net sales.

No other OEM customer or distributor accounted for 10% or more of the net sales for the three months ended July 1, 2012 and July 3, 2011, respectively.

The following distributors accounted for 10% or more of our net accounts receivable as of the dates indicated:

	July 1, 2012			April 1, 2012
Distributor A		29	%		29	%
Distributor B		11	%		14	%
Distributor D		11	%		10	%

No other customer or distributor accounted for 10% or more of the net accounts receivable as of July 1, 2012 and April 1, 2012, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as information contained in “Part II, Item 1A.” below and elsewhere in this Quarterly Report on Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are generally written in the future tense and/or may generally be identified by words such as “will,” “may,” “should,” “could,” “expect,” “suggest,” “believe,” “anticipate,” “intend,” “plan,” or other similar words. Forward-looking statements contained in this Annual Report include, among others, statements made in Part II, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary” and elsewhere regarding (1) our future strategies and target markets, (2) our future revenues, gross profits and margins, (3) our future research and development (“R & D”) efforts and related expenses, (4) our future selling, general and administrative expenses (“SG&A”), (5) our cash and cash equivalents, short-term marketable securities and cash flows from operations being sufficient to satisfy working capital requirements and capital equipment needs for at least the next 12 months, (6) our ability to continue to finance operations with cash

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flows from operations, existing cash and investment balances, and some combination of long-term debt and/or lease financing and sales of equity securities, (7) the possibility of future acquisitions and investments, (8) our ability to accurately estimate our assumptions used in valuing stock-based compensation, (9) our ability to estimate and reconcile distributors’ reported inventories to their activities, (10) our ability to estimate future cash flows associated with long-lived assets, and (11) the volatile global economic and financial market conditions. These statements reflect our current views with respect to future events and our potential financial performance and are subject to risks and uncertainties that could cause our business, operating results and financial condition to differ materially and adversely from what is projected or implied by any forward looking statement included in this Form 10-Q. Factors that could cause actual results to differ materially from those stated herein include, but are not limited to: the information contained under the caption “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 1A. Risk Factors”, as well as those risks discussed in our Annual Report on Form 10-K for the fiscal year ended April 1, 2012. We disclaim any obligation to update information in any forward-looking statement, except as required by law.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and notes thereto, included in this Quarterly Report on Form 10-Q, and our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 1, 2012, as filed with the Securities and Exchange Commission (“SEC”). Our results of operations for the three months ended July 1, 2012 are not necessarily indicative of results to be expected for any future period.

BUSINESS OVERVIEW

We design, develop and market high performance analog mixed-signal integrated circuits and advanced sub-system solutions for data communication, networking, storage, consumer and industrial consumer applications. Our product portfolio includes power management and connectivity components, communications products, network security and storage optimization solutions. Our comprehensive knowledge of end-user markets along with the underlying analog, mixed signal and digital technology, has enabled us to provide innovative solutions designed to meet the needs of the evolving connected world. Applying both analog and digital technologies, our products are deployed in a wide array of applications such as portable electronic devices, set top boxes, digital video recorders, networking and telecommunication systems, servers, enterprise storage systems and industrial automation equipment. We provide customers with a breadth of component products and subsystem solutions based on advanced silicon integration.

We market our products worldwide with sales offices and personnel located throughout the Americas, Europe, and Asia. Our products are sold in the United States through a number of manufacturers’ representatives and distributors. Internationally, our products are sold through various regional and country specific distributors. Globally, these channel partners are assisted and managed by our regional sales teams. In addition to our regional sales teams, we also employ a worldwide team of field application engineers to work directly with our customers.

Our international sales consist of sales that are denominated in U.S. dollars. Our international related operating expenses expose us to fluctuations in currency exchange rates because our foreign operating expenses are denominated in foreign currencies while our sales are denominated in U.S. dollars. Our operating results are subject to fluctuations as a result of several factors that could materially and adversely affect our future profitability as described in “Part II, Item 1A. Risk Factors—Our Financial Results May Fluctuate Significantly Because Of A Number Of Factors, Many Of Which Are Beyond Our Control.”

Our fiscal years consist of 52 or 53 weeks. In a 52-week year, each fiscal quarter consists of 13 weeks. Fiscal year 2013 and fiscal year 2012 consist of 52 and 53 weeks, respectively. The first fiscal quarter of fiscal years 2013 and 2012 consist of 13 and 14 weeks, respectively.

Business Outlook

We experienced a sequential quarterly increase of 5% in our net sales in the first quarter of fiscal year 2013 as compared to the fourth quarter of fiscal year 2012. The increase in net sales as compared to the immediately prior quarter was primarily attributed to the growth in our Datacom and Storage and Communications product lines. Operating expenses decreased significantly from $30.5 million in the fourth quarter of fiscal year 2012 to $14.0 in the first quarter of fiscal year 2013, due to a significant decrease in restructuring charges and exit costs from $12.7 million to $0.8 million quarter-to-quarter. Excluding restructuring charges and exit costs, operating expenses fell $4.6 million when compared to the prior quarter due to the lower headcount and expense run rates remaining after the restructuring. We believe we are effectively managing our operating expenses while continuing to invest an appropriate amount in research and development projects for future products. In the second fiscal quarter of fiscal year 2013 compared to the first quarter, we expect sales and operating expenses to increase slightly and gross margin to remain approximately the same.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements and accompanying disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes. The SEC has defined a company’s critical accounting policies as policies that are most important to the portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified our most critical accounting policies and estimates to be as follows: (1) revenue recognition; (2) valuation of inventories; (3) income taxes; (4) stock-based compensation; (5) goodwill; (6) long-lived assets; and (7) valuation of business combinations. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates if the assumptions, judgments and conditions upon which they are based turn out to be inaccurate. A further discussion of our critical accounting policies can be found in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended April 1, 2012.

RESULTS OF OPERATIONS

The first quarter of fiscal years 2013 and 2012 consist of 13 and 14 weeks, respectively. In the following discussion of the results of operations, the fiscal year 2013 quarter amounts are less than the fiscal year 2012 quarter amounts due to the shorter quarter length, in addition to the other explanations cited below.

Net Sales by Product Line

Our net sales by product line in dollars and as a percentage of net sales were as follows for the periods presented (in thousands, except percentages):

	Three Months Ended
	July 1, 2012				July 3, 2011				Change
Net Sales:
Connectivity	$	16,028	55	%	$	19,038	51	%		(16	)%
Power management		6,602	23	%		7,297	20	%		(10	)%
Datacom and storage		3,689	12	%		3,894	11	%		(5	)%
Communication		2,932	10	%		6,749	18	%		(57	)%
Total	$	29,251	100	%	$	36,978	100	%

Software net sales have not been a significant part of our total net sales.

Connectivity

Net sales of connectivity products, including UARTs as well as serial transceiver products, for the three months ended July 1, 2012 decreased by $3.0 million as compared to the same period a year ago, due to lower sales volume across all regions and channels and average selling price erosion on serial transceiver products of $0.5 million.

Power Management

Power management products, including DC-DC regulators and LED drivers, for the three months ended July 1, 2012 decreased by $0.7 million as compared to the same period a year ago, primarily due to lower sales volume throughout our Asia region.

Datacom and Storage

Net sales of datacom and storage products, including network access and storage products, encryption and data reduction and packet processing products, decreased $0.2 million as compared to the same period a year ago. The decrease in net sales was primarily due to lower security processor sales volume to our customers.

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Communication

Net sales of communication products, including network access, transmission and transport products, for the three months ended July 1, 2012 decreased $3.8 million as compared to the same period a year ago. The decrease in net sales of these products is primarily due to lower sales volume of legacy SONET, T/E carrier and packet based devices.

Net Sales by Channel

Our net sales by channel in dollars and as a percentage of net sales were as follows for the periods presented (in thousands, except percentages):

	Three Months Ended
	July 1, 2012				July 3, 2011				Change
Net Sales:
Sell-through distributors	$	17,152	59	%	$	21,750	59	%		(21	)%
Direct and others		12,099	41	%		15,228	41	%		(21	)%
Total	$	29,251	100	%	$	36,978	100	%

Net sales to our distributors for which we recognize revenue on the sell-through basis for the three months ended July 1, 2012 decreased by $4.6 million as compared to the same period a year ago, due to lower sales volume across all product lines and average selling price erosion on serial transceiver products of $0.3 million.

Net sales to our direct customers and other distributors for the three months ended July 1, 2012 decreased by $3.1 million, primarily attributable to lower sales volume of our Communications and Connectivity product lines and average selling price erosion on serial transceiver products of $0.2 million.

Net Sales by Geography

Our net sales by geography in dollars and as a percentage of net sales were as follows for the periods presented (in thousands, except percentages):

	Three Months Ended
	July 1, 2012				July 3, 2011				Change
Net Sales:
Asia	$	18,787	64	%	$	21,473	58	%		(13	)%
Americas		6,321	22	%		9,380	25	%		(33	)%
EMEA		4,143	14	%		6,125	17	%		(32	)%
Total	$	29,251	100	%	$	36,978	100	%

Net sales in Asia for the three months ended July 1, 2012 decreased by $2.7 million as compared to the same period a year ago, due to lower sales volume across all of our product lines in the region with the exception of Datacom and storage products and average selling price erosion on serial transceiver products of $0.5 million.

Net sales in Americas for the three months ended July 1, 2012 decreased by $3.1 million as compared to the same period a year ago, due to lower sales volume across all of our product lines in the region with the exception of Power management products.

Net sales in EMEA for the three months ended July 1, 2012 decreased by $2.0 million as compared to the same period a year ago, due to lower sales volume across all of our product lines in the region.

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Gross Profit

Our gross profit in dollars and as a percentage of net sales was as follows for the periods indicated (in thousands, except percentages):

	Three Months Ended
	July 1, 2012				July 3, 2011				Change
Net Sales	$	29,251			$	36,978
Cost of sales:
Cost of sales		15,463	53	%		19,232	52	%		(20	)%
Amortization of acquired intangible assets		919	3	%		905	2	%		2	%
Gross profit	$	12,869	44	%	$	16,841	46	%

Gross profit represents net sales less cost of sales. Cost of sales includes:

• the cost of purchasing finished silicon wafers manufactured by independent foundries;

• the costs associated with assembly, packaging, test, quality assurance and product yields;

• the cost of personnel and equipment associated with manufacturing, engineering and support;

• the cost of stock-based compensation associated with manufacturing, engineering and support personnel;

• the amortization of purchased intangible assets and acquired intellectual property;

• the fair value adjustment of acquired inventories;

• the provision for excess and obsolete inventory;

• the sale of previously reserved inventory, and

• provisions for restructuring charges and exit costs.

Gross profit as a percentage of net sales for the three months ended July 1, 2012 decreased by approximately 2% as compared to the same period a year ago. The decrease in gross profit percentage was primarily due to unfavorable product mix.

We believe that gross profit will fluctuate as a percentage of sales and in absolute dollars due to, among other factors, sales mix, manufacturing costs, our ability to leverage fixed operational costs across increased shipment volumes and competitive pricing pressure on our products. We reduced employee-related costs through restructuring activities in the fourth quarter of fiscal year 2012. We began to realize the reduction in the underlying costs in the first quarter of fiscal year 2013.

Other Costs and Expenses

The following table shows other costs and expenses in dollars and as a percentage of net sales for the periods indicated (in thousands, except percentages):

	Three Months Ended
	July 1, 2012				July 3, 2011				Change
Net Sales	$	29,251			$	36,978
R&D expense		5,449	19	%		9,280	25	%		(41	)%
SG&A expense		7,782	27	%		9,542	26	%		(18	)%
Restructuring charges and exit costs		804	3	%		173	—			365	%

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Research and Development (“R&D”)

Our R&D expenses consist primarily of:

• the salaries, stock-based compensation, and related expenses of employees engaged in product research, design and development activities;

• costs related to engineering design tools, mask tooling costs, software amortization, test hardware, and engineering supplies and services;

• amortization of acquired intangible assets such as existing technology and patents/core technology; and

• facilities expenses.

R&D expenses for the three months ended July 1, 2012 decreased $3.8 million, or 41%, as compared to the same period a year ago. The decrease was primarily a result of lower labor-related expenses resulting from our reduction in force in the fourth quarter of fiscal year 2012 and lower maintenance costs on our design software.

We have a contractual agreement under which certain of our R&D costs are eligible for reimbursement. Amounts collected under this arrangement are offset against R&D expenses. For the first quarter of fiscal years 2013 and 2012, we offset $0.5 million and $1.5 million of R&D expenses in connection with this agreement, respectively.

We believe that R&D expenses will fluctuate as a percentage of sales and increase in absolute dollars due to, among other factors, higher mask costs in connection with advanced process geometries, increased investment in software development, incentives, annual merit increases and fluctuations in reimbursements under a research and development contract. We reduced employee related costs, rent and electronic design automation tool expenses through restructuring activities in the fourth quarter of fiscal year 2012. In connection with the restructuring, we eliminated our internal capability to physically design deep submicron products and adopted an outsourcing model instead. Partially offsetting our cost reductions, we will incur incremental subcontract costs for deep submicron design, will hire engineers to execute our strategy and expect salary increases, profit sharing costs and a year over year reduction in reimbursement under R&D contract. We began to realize the net cost reduction in the first quarter of fiscal year 2013.

Selling, General and Administrative (“SG&A”)

SG&A expenses consist primarily of:

• salaries, stock-based compensation and related expenses;

• sales commissions;

• professional and legal fees;

• amortization of acquired intangible assets such as distributor relationships, tradenames/trademarks and customer relationships; and

• acquisition related costs.

SG&A expenses for the three months ended July 1, 2012 decreased $1.8 million, or 18%, as compared to the same period a year ago. The decrease was primarily a result of lower labor-related costs, incentives and professional fees.

We believe that SG&A expenses will fluctuate as a percentage of sales and in absolute dollars due to, among other factors, variable commissions, legal costs, incentives and annual merit increases. We reduced employee related costs through restructuring activities in the fourth quarter of fiscal year 2012. We began to realize the net cost reduction in the first quarter of fiscal year 2013.

Restructuring Charges and Exit Costs

During the first quarter of fiscal year 2013 and 2012, we incurred additional restructuring charges and exit costs of $0.8 million and $0.2 million, respectively, primarily consisting of severance benefits. See “Note 8 – Restructuring Charges and Exit Costs.”

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Other Income and Expenses

The following table shows other income and expenses in dollars and as a percentage of net sales for the periods indicated (in thousands, except percentages):

	Three Months Ended
	July 1, 2012					July 3, 2011					Change
Net Sales	$	29,251				$	36,978
Interest income and other, net		646		2	%		711		2	%		(9	)%
Interest expense		(34	)	—			(60	)	—			(43	)%

Interest Income and Other, Net

Interest income and other, net primarily consists of:

• interest income;

• foreign exchange gains or losses; and

• realized gains or losses on marketable securities.

The decrease in interest income and other, net during the three months ended July 1, 2012 as compared to the same period a year ago was primarily attributable to a decrease in interest income as a result of lower yield related to our cash investments and lower invested cash balances.

Interest Expense

We have acquired engineering design tools (“design tools”) under capital leases. We acquired design tools of $1.1 million in July 2009 under a three-year license, $1.3 million in December 2009 under a 28-month license, $1.0 million in June 2010 under a three-year license, $5.8 million in October 2011 under a three-year license, and $4.5 million in December 2011 under a three-year license, all of which were accounted for as capital leases and recorded in the property, plant and equipment, net line item in the condensed consolidated balance sheets. The related design tool obligations were included in other accrued expenses and in the lease financing obligation in our condensed consolidated balance sheets as of July 1, 2012 and April 1, 2012, respectively. The effective interest rates for the design tools range from 2.0% to 7.25%.

Interest expenses recorded for the design tools capital lease obligations for the periods indicated below were as follow (in thousands).

	Three Months Ended
	July 1, 2012		July 3, 2011
Interest expense – design tools	$	34	$	60

Impairment Charges on Investments

We periodically review and determine whether our investments with unrealized loss positions are other-than-temporarily impaired. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, collateralized support, the length of time and significance of a security’s loss position, our intent not to sell the security, and whether it is more likely than not that we will not have to sell the security before recovery of its cost basis. Realized gains or losses on the sale of marketable securities are determined by the specific identification method and are reflected in the interest income and other, net line on the consolidated statements of operations. Declines in value of our investments both marketable and non-marketable, judged to be other-than-temporary, are reported in the impairment charges on investments line in the consolidated statements of operations.

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Our long-term investment consists of our investment in Skypoint Telecom Fund II (US), L.P. (“Skypoint Fund”). Skypoint Fund is a venture capital fund that invests primarily in private companies in the telecommunications and/or networking industries. We account for this non-marketable equity investment under the cost method. We periodically review and determine whether the investment is other-than-temporarily impaired, in which case the investment is written down to its impaired value. Any decline in the value of our non-marketable investments is reported in the impairment charges on investments line in condensed consolidated statements of operations. We did not record any impairment charges after our assessment of the valuation of the fund performance in either the three months ended July 1, 2012 or July 3, 2011.

Provision for (Benefit from) Income Taxes

During the three months ended July 1, 2012, we recorded an income tax expense of approximately $22,000, which was primarily due to expenses related to foreign taxable income. During the three months ended July 3, 2011, we recorded an income tax benefit of $77,000, which was primarily due to the allocation of tax benefits between continuing operations and other comprehensive income as prescribed in ASC 740 when applying the exception to the intraperiod allocation rule.

LIQUIDITY AND CAPITAL RESOURCES

	Three Months Ended
	July 1, 2012			July 3, 2011
	(dollars in thousands)
Cash and cash equivalents	$	10,225		$	23,352
Short-term investments		184,888			179,070
Total cash, cash equivalents, and short-term investments	$	195,113		$	202,422
Percentage of total assets		72	%		70	%
Net cash provided by (used in) operating activities	$	(2,261	)	$	2,002
Net cash provided by investing activities		1,959			6,680
Net cash provided by (used in) financing activities		1,813			(369	)
Net increase in cash and cash equivalents	$	1,511		$	8,313

Our net loss was approximately $0.6 million for the three months ended July 1, 2012. After adjustments for non-cash items and changes in working capital, we used $2.3 million of cash from operating activities.

Significant non-cash charges included:

• depreciation and amortization expenses of $3.0 million; and

• stock-based compensation expense of $0.2 million.

Working capital changes included:

• a $3.3 million increase in accounts receivable primarily due to an increase in revenue and the timing of shipments;

• a $2.1 million decrease in inventory due to an increase in shipments;

• a $3.0 million decrease in accrued restructuring charges and exit costs due to payments made.

In the three months ended July 1, 2012, net cash provided by investing activities reflects net proceeds from sales and maturities of short-term marketable securities of $2.4 million offset by $0.5 million in purchases of property, plant and equipment and intellectual property.

In the three months ended July 1, 2012, net cash provided by financing activities reflects $2.1 million of proceeds associated with our employee stock plans partially offset by the $0.3 million repayment of lease financing obligations.

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Fiscal Year 2012

Our net loss was approximately $1.4 million for the three months ended July 3, 2011. After adjustments for non-cash items and changes in working capital, we generated $2.0 million of cash from operating activities.

Significant non-cash charges included:

• depreciation and amortization expenses of $3.5 million; and

• stock-based compensation expense of $0.9 million.

Working capital changes included:

• a $4.3 million increase in accounts receivable primarily due to higher shipments to our sell-through distributors;

• a $1.8 million decrease in inventories primarily due to higher shipments; and

• a $2.1 million increase in deferred income and allowances on sales to distributors and related party as our distributors and related party increased their inventories.

In the three months ended July 3, 2011, net cash provided by investing activities reflects net proceeds from sales and maturities of short-term marketable securities of $7.1 million offset by $0.5 million in purchases of property, plant and equipment and intellectual property.

In the three months ended July 3, 2011, net cash used in financing activities reflects the $0.7 million repayment of lease financing obligations partially offset by $0.3 million of proceeds associated with our employee stock plans.

From time to time, we acquire outstanding shares of our common stock in the open market to partially offset dilution from our equity awards, to increase our return on our invested capital and to bring our cash to a more appropriate level for our company. On August 28, 2007, we established a share repurchase plan (“2007 SRP”) and authorized the repurchase of up to $100 million of our common stock. During the three months ended July 1, 2012 and the twelve months ended April 1, 2012, we did not repurchase any shares under the 2007 SRP. As of July 1, 2012, the remaining authorized amount for stock repurchases under the 2007 SRP was $11.8 million. The 2007 SRP does not have a termination date. We may continue to utilize our share repurchase plan, which would reduce our cash, cash equivalents and/or short-term investments available to fund future operations and to meet other liquidity requirements.

To date, inflation has not had a significant impact on our operating results.

We believe that our cash and cash equivalents, short-term marketable securities and expected cash flows from operations will be sufficient to satisfy working capital requirements, capital equipment and intellectual property needs for at least the next 12 months. However, should the demand for our products decrease in the future, the availability of cash flows from operations may be limited, which would have a material adverse effect on our financial condition and results of operations. From time to time, we evaluate potential acquisitions, strategic arrangements and equity investments that we believe are complementary to our design expertise and market strategy. To the extent that we pursue or position ourselves to pursue these transactions, we could consume a significant portion of our capital resources or choose to seek additional equity or debt financing. Additional financing may not be available on terms acceptable to us or at all. The sale of additional equity or convertible debt could result in dilution to our stockholders.

RECENT ACCOUNTING PRONOUNCEMENTS

Please refer to “Part I, Item 1. Financial Statements” and “Notes to Condensed Consolidated Financial Statements, Note 2 – Recent Accounting Pronouncements.”

OFF-BALANCE SHEET ARRANGEMENTS

We have not utilized special purpose entities to facilitate off-balance sheet financing arrangements. However, we have, in the normal course of business, entered into agreements which impose warranty obligations with respect to our products or which obligate us to provide indemnification of varying scope and terms to customers, vendors, lessors and business partners, our directors and executive officers, purchasers of assets or subsidiaries, and other parties with respect to certain matters. These arrangements may constitute “off-balance sheet transactions” as defined in Section 303(a)(4) of Regulation S-K. Please see “Note 14. Commitments and Contingencies” to the condensed consolidated financial statements for further discussion of our product warranty liabilities and indemnification obligations.

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As discussed in “Note 14. Commitments and Contingencies,” during the normal course of business, we make certain indemnities and commitments under which we may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property, indemnities to our customers in connection with the delivery, design, manufacture and sale of our products, indemnities to our directors and officers in connection with legal proceedings, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease and indemnities to other parties to certain acquisition agreements. The duration of these indemnities and commitments varies, and in certain cases, is indefinite. We believe that substantially all of our indemnities and commitments provide for limitations on the maximum potential future payments we could be obligated to make. However, we are unable to estimate the maximum amount of liability related to our indemnities and commitments because such liabilities are contingent upon the occurrence of events which are not reasonably determinable.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Our contractual obligations and commitments at July 1, 2012 were as follows (in thousands):

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5  years
Purchase commitments (1)	$	23,183	$	23,183	$	—	$	—	$	—
Lease obligations (2)		617		327		145		145		—
Total	$	23,800	$	23,510	$	145	$	145	$	—

(1) We place purchase orders with wafer foundries, back end suppliers and other vendors as part of our normal course of business. We expect to receive and pay for wafers, capital equipment and various service contracts over the next 12 months from our existing cash and cash equivalent balances.

(2) Includes lease payments related to worldwide offices and buildings.

Other commitments

As of July 1, 2012, our unrecognized tax benefits were $16.9 million, of which $3.6 million was classified as other non-current obligations. We believe that it is reasonably possible that the amount of gross unrecognized tax benefits related to the resolution of income tax matters could be reduced by approximately $1.4 million during the next 12 months as the statute of limitations expires. See “Note 16 – Income Taxes.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Fluctuations. We are exposed to foreign currency fluctuations primarily through our foreign operations. This exposure is the result of foreign operating expenses being denominated in foreign currency. Operational currency requirements are typically forecasted for a one-month period. If there is a need to hedge this risk, we may enter into transactions to purchase currency in the open market or enter into forward currency exchange contracts.

If our foreign operations forecasts are overstated or understated during periods of currency volatility, we could experience unanticipated currency gains or losses. At July 1, 2012, we did not have significant foreign currency denominated net assets or net liabilities positions and had no foreign currency contracts outstanding.

Investment Risk and Interest Rate Sensitivity. We maintain investment portfolio holdings of various issuers, types, and maturity dates with two professional management institutions. The fair value of these investments on any given day during the investment term may vary as a result of market interest rate fluctuations. Our investment portfolio consisted of cash equivalents, money market funds and fixed income securities of $191.1 million as of July 1, 2012 and $190.8 million as of April 1, 2012. These securities, like all fixed income instruments, are subject to interest rate risk and will vary in value as market interest rates fluctuate. If market interest rates were to increase or decline immediately and uniformly by less than 10% from levels as of July 1, 2012, the increase or decline in the fair value of the portfolio would not be material. At July 1, 2012, the difference between the fair value and the underlying cost of the investments portfolio was an unrealized loss of $0.5 million, net of taxes.

Our short-term investments are classified as “available-for-sale” securities and the cost of securities sold is based on the specific identification method. At July 1, 2012, short-term investments consisted of asset and mortgage-backed securities, corporate bonds and notes and government agency securities of $184.9 million.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures (“Disclosure Controls”)

Disclosure Controls, as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are controls and procedures designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods as specified in the SEC’s rules and forms. In addition, Disclosure Controls are designed to ensure the accumulation and communication of information required to be disclosed in reports filed or submitted under the Exchange Act to our management, including the Chief Executive Officer (our principal executive officer) (the “CEO”) and Chief Financial Officer (our principal financial officer) (the “CFO”), to allow timely decisions regarding required disclosure.

We evaluated the effectiveness of the design and operation of our Disclosure Controls, as defined by the rules and regulations of the SEC (the “Evaluation”), as of the end of the period covered by this Quarterly Report on Form 10-Q. This Evaluation was performed under the supervision and with the participation of management, including our CEO, as principal executive officer, and CFO, as principal financial officer.

Attached as Exhibits 31.1 and 31.2 of this Quarterly Report on Form 10-Q are the certifications of the CEO and the CFO, respectively, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Certifications”). This section of the Quarterly Report on Form 10-Q provides information concerning the Evaluation referred to in the Certifications and should be read in conjunction with the Certifications.

Based on the Evaluation, our CEO and CFO have concluded that our Disclosure Controls are effective at the reasonable assurance level as of July 1, 2012.

Inherent Limitations on the Effectiveness of Disclosure Controls

Our management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all errors and all fraud. Disclosure Controls, no matter how well conceived, managed, utilized and monitored, can provide only reasonable assurance that the objectives of such controls are met. Therefore, because of the inherent limitation of Disclosure Controls, no evaluation of such controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected.

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The disclosure in “Notes to Condensed Consolidated Financial Statements, Note 15 – Legal Proceedings” contained in “Part I, Item 1. Financial Statements” is hereby incorporated by reference.

ITEM 1A. RISK FACTORS

We are subject to the following risks, as well as others, that could materially and adversely affect our business, results of operations and financial condition. The following risk factors and other information included in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for our fiscal year ended April 1, 2012 should be carefully considered. The risks and uncertainties described below and in our Annual Report on Form 10-K for our fiscal year ended April 1, 2012 are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations if circumstances change. If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected.

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Global capital, credit market, employment, and general economic and political conditions, and resulting declines in consumer confidence and spending, could have a material adverse effect on our business, operating results and financial condition.

Periodic declines or fluctuations in the U.S. dollar, corporate results of operations, interest rates, inflation or deflation, the global impact of sovereign debt or treaties, economic trends, actual or feared economic recessions, lower spending, the impact of conflicts throughout the world, terrorist acts, natural disasters, volatile energy costs, the outbreak of communicable diseases and other geopolitical factors, have had, and may continue to have, a negative impact on the U.S. and global economies.

The continuing debt crisis and political uncertainties in certain European countries could cause the value of the Euro to deteriorate, thus reducing the purchasing power of our European customers. In addition, the downgrade of the U.S. credit rating and the ongoing European debt crisis have contributed to the instability in global credit markets. These uncertainties have been compounded by effects of natural disasters in other parts of the world, such as Asia. We are unable to predict the impact of these events, and if economic and political conditions deteriorate, we may record additional charges relating to restructuring costs or the impairment of assets. Our business and results of operations could be materially and adversely affected as a result of these conditions.

Volatility and disruption in the global capital and credit markets have led to a tightening of business credit and liquidity, a contraction of consumer credit, business failures, higher unemployment, and declines in consumer confidence and spending in the U.S. and internationally. Our current operating plans are based on assumptions concerning levels of consumer and corporate spending. If weak global and domestic economic and market conditions persist or deteriorate, we may experience further material adverse impacts on our business, operating results and financial condition which could result in a decline in the price of our common stock. If economic conditions worsen, we may have to implement additional cost reduction measures or delay certain R&D spending, which may adversely impact our ability to introduce new products and technologies. Adverse economic and market conditions could also harm our business by negatively affecting the parties with whom we do business, including our business partners, our customers and our suppliers. These conditions could impair the ability of our customers to pay for products they have purchased from us. As a result, allowances for doubtful accounts and write-offs of accounts receivable from our customers may increase. In addition, our suppliers may experience financial difficulties that could negatively affect their operations and their ability to supply us with the parts we need to manufacture our products.

If global economic, political and financial market conditions deteriorate or continued recovery is delayed for an extended period of time, many related factors could have a material adverse effect on our business, operating results, and financial condition, including the following:

• slower spending by consumers and market fluctuations may result in reduced demand for our products, reduced orders for our products, order cancellations, lower revenues, increased inventories, and lower gross margins;

• if recent restructuring activities insufficiently lower our operating expense or we fail to execute on our growth strategy, our restructuring efforts may not be successful and we may not be able to realize the cost savings and other anticipated benefits;

• if we further reduce our workforce or curtail or redirect research and development efforts, it may adversely impact our ability to respond rapidly to product development or growth opportunities;

• we may be unable to predict the strength or duration of market conditions or the effects of consolidation of our customers in their industries, which may result in project delays or cancellations;

• we may be unable to find suitable investments that are safe or liquid, or that provide a reasonable return resulting in lower interest income or longer investment horizons, and disruptions to capital markets or the banking system may also impair the value of investments or bank deposits we currently consider safe or liquid;

• the failure of financial institution counterparties to honor their obligations to us under credit instruments could jeopardize our ability to rely on and benefit from those instruments, and our ability to replace those instruments on the same or similar terms may be limited under poor market conditions;

• continued volatility in the markets and prices for commodities, such as gold, and raw materials we use in our products and in our supply chain, could have a material adverse effect on our costs, gross margins, and profitability;

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• if distributors of our products experience declining revenues, experience difficulty obtaining financing in the capital and credit markets to purchase our products or experience severe financial difficulty, it could result in insolvency, reduced orders for our products, order cancellations, inability to timely meet payment obligations to us, extended payment terms, higher accounts receivable, reduced cash flows, greater expenses associated with collection efforts and increased bad debt expenses;

• if contract manufacturers or foundries of our products or other participants in our supply chain experience difficulty obtaining financing in the capital and credit markets to purchase raw materials or to finance general working capital needs, it may result in delays or non-delivery of shipments of our products;

• potential shutdowns or over capacity constraints by our third-party foundry, assembly and test subcontractors could result in longer lead-times, higher buffer inventory levels and degraded on-time delivery performance; and

• the current macroeconomic environment also limits our visibility into future purchases by our customers and renewals of existing agreements, which may necessitate changes to our business model.

If we are unable to grow or secure and convert a significant portion of our design wins into revenue, our business, financial condition and results of operations would be materially and adversely impacted.

We continue to secure design wins for new and existing products. Such design wins are necessary for revenue growth. However, many of our design wins may never generate revenues if their end-customer projects are unsuccessful in the market place or the end-customer terminates the project, which may occur for a variety of reasons. Mergers, consolidations, changing market requirements or cost reduction activities among our customers may lead to termination of certain projects before the associated design win generates revenue. If design wins do generate revenue, the time lag between the design win and meaningful revenue is typically between six months to greater than eighteen months. If we fail to grow and convert a significant portion of our design wins into substantial revenue, our business, financial condition and results of operations could be materially and adversely impacted. Under continued uncertain global economic conditions, our design wins could be delayed even longer than the typical lag period and our eventual revenue could be less than anticipated from products that were introduced within the last eighteen to thirty-six months, which would likely materially and adversely affect our business, financial condition and results of operations.

If we fail to develop, introduce or enhance products that meet evolving needs or which are necessitated by technological advances, or we are unable to grow revenue in our served markets, then our business, financial condition and results of operations could be materially and adversely impacted.

The markets for our products are characterized by a number of factors, some of which are listed below:

• changing or disruptive technologies;

• evolving and competing industry standards;

• changing customer requirements;

• increasing price pressure from lower priced solutions;

• increasing product development costs;

• finite market windows for product introductions.

• design-to-production cycles;

• increasing functional integration;

• competitive solutions;

• fluctuations in capital equipment spending levels and/or deployment;

• rapid adjustments in customer demand and inventory;

• moderate to slow growth;

• frequent product introductions and enhancements; and

• changing competitive landscape (consolidation, financial viability).

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Our growth depends in large part on our successful continued development and customer acceptance of new products for our core markets. We must: (i) anticipate customer and market requirements and changes in technology and industry standards; (ii) properly define, develop and introduce new products on a timely basis; (iii) gain access to and use technologies in a cost-effective manner; (iv) have suppliers produce quality products consistent with our requirements; (v) continue to expand and retain our technical and design expertise; (vi) introduce and cost-effectively deliver new products in line with our customer product introduction requirements; (vii) differentiate our products from our competitors’ offerings; and (viii) gain customer acceptance of our products. In addition, we must continue to have our products designed into our customers’ future products and maintain close working relationships with key customers to define and develop new products that meet their evolving needs. Moreover, we must respond in a rapid and cost-effective manner to shifts in market demands to increased functional integration and other changes. Migration from older products to newer products may result in volatility of earnings as revenues from older products decline and revenues from newer products begin to grow.

Products for our customers’ applications are subject to continually evolving industry standards and new technologies. Our ability to compete will depend in part on our ability to identify and ensure compliance with these industry standards. The emergence of new standards could render our products incompatible with other products that meet those standards. We could be required to invest significant time, effort and expense to develop and qualify new products to ensure compliance with industry standards.

The process of developing and supporting new products is complex, expensive and uncertain, and if we fail to accurately predict and understand our customers’ changing needs and emerging technological trends, our business, financial condition and results of operations may be harmed. In addition, we may make significant investments to define new products according to input from our customers who may choose a competitor’s or an internal solution or cancel their projects. We may not be able to identify new product opportunities successfully, develop and bring to market new products, achieve design wins, ensure when and which design wins actually get released to production, or respond effectively to technological changes or product announcements by our competitors. In addition, we may not be successful in developing or using new technologies or may incorrectly anticipate market demand and develop products that achieve little or no market acceptance. Our pursuit of technological advances may require substantial time and expense and may ultimately prove unsuccessful. Failure in any of these areas may materially and adversely harm our business, financial condition and results of operations.

We derive a substantial portion of our revenues from distributors, especially from our two primary distributors, Future Electronics Inc. (“Future”), a related party, and Nu Horizons Electronics Corp. (“Nu Horizons”). Our revenues would likely decline significantly if our primary distributors elected not to promote or sell our products or if they elected to cancel, reduce or defer purchases of our products.

Future and Nu Horizons (now a wholly-owned subsidiary of Arrow Electronics, Inc.) have historically accounted for a significant portion of our revenues and they are our two primary distributors worldwide. We anticipate that sales of our products to these distributors will continue to account for a significant portion of our revenues. The loss of either Future or Nu Horizons as a distributor, for any reason, or a significant reduction in orders from either of them would materially and adversely affect our business, financial condition and results of operations.

Sales to Future and Nu Horizons are made under agreements that provide protection against price reduction for their inventory of our products. As such, we could be exposed to significant liability if the inventory value of the products held by Future and Nu Horizons declined dramatically. Our distributor agreements with Future and Nu Horizons do not contain minimum purchase commitments. As a result, Future and Nu Horizons could cease purchasing our products with short notice or cease distributing our products. In addition, they may defer or cancel orders without penalty, which would likely cause our revenues to decline and materially and adversely impact our business, financial condition and results of operations.

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If our distributors or sales representatives stop selling or fail to successfully promote our products, our business, financial condition and results of operations could be materially and adversely impacted.

We sell many of our products through sales representatives and distributors, many of which sell directly to OEMs, contract manufacturers and end customers. Our non-exclusive distributors and sales representatives may carry our competitors’ products, which could adversely impact or limit sales of our products. Additionally, they could reduce or discontinue sales of our products or may not devote the resources necessary to sell our products in the volumes and within the time frames that we expect. Our agreements with distributors contain limited provisions for return of our products, including stock rotations whereby distributors may return a percentage of their purchases from us based upon a percentage of their most recent three or six months of shipments. In addition, in certain circumstances upon termination of the distributor relationship, distributors may return some portion of their prior purchases. The loss of business from any of our significant distributors or the delay of significant orders from any of them, even if only temporary, could materially and adversely impact our business, financial conditions and results of operations.

Moreover, we depend on the continued viability and financial resources of these distributors and sales representatives, some of which are small organizations with limited working capital. In turn, these distributors and sales representatives are subject to general economic and semiconductor industry conditions. We believe that our success will continue to depend on these distributors and sales representatives. If some or all of our distributors and sales representatives experience financial difficulties, or otherwise become unable or unwilling to promote and sell our products, our business, financial condition and results of operations could be materially and adversely impacted.

Certain of our distributors may rely heavily on the availability of short-term capital at reasonable rates to fund their ongoing operations. If this capital is not available, or is only available on onerous terms, certain distributors may not be able to pay for inventory received or we may experience a reduction in orders from these distributors, which would likely cause our revenue to decline and materially and adversely impact our business, financial condition and results of operations.

If we are unable to accurately forecast demand for our products, we may be unable to efficiently manage our inventory.

Due to the absence of substantial non-cancelable backlog, we typically plan our production and inventory levels based on customer forecasts, internal evaluation of customer demand and current backlog, which can fluctuate substantially. Due to the possibility of customer changes in delivery schedules and quantities actually purchased, cancellation of orders, distributor returns or price reductions, our backlog at any particular date is not necessarily indicative of actual sales for any succeeding period. The still unsettled and weak economy increases the risk of purchase order cancellations or delays, product returns and price reductions. We may not be able to meet our expected revenue levels or results of operations if there is a reduction in our order backlog for any particular period and we are unable to replace those sales during the same period. Our forecast accuracy can be adversely affected by a number of factors, including inaccurate forecasting by our customers, changes in market conditions, new part introductions by our competitors, loss of previous design wins, adverse changes in our product order mix and demand for our customers’ products or models. As a consequence of these factors and other inaccuracies inherent in forecasting, inventory imbalances periodically occur that result in surplus amounts of some of our products and shortages of others. Such shortages can adversely impact customer relations and surpluses can result in larger-than-desired inventory levels, either of which can materially and adversely impact our business, financial condition and results of operations. Due to the unpredictability of global economic conditions and increased difficulty in forecasting demand for our products, we could experience an increase in inventory levels.

In instances where we have hub agreements with certain vendors, the inability of our partners to provide accurate and timely information regarding inventory and related shipments of the inventory may impact our ability to maintain the proper amount of inventory at the hubs, forecast usage of the inventory and record accurate revenue recognition which could materially and adversely impact our business, financial conditions and the results of operations.

We depend on third-party subcontractors to manufacture our products. We utilize wafer foundries for processing our wafers and assembly and test subcontractors for manufacturing and testing our packaged products. Any disruption in or loss of subcontractors’ capacity to manufacture and test our products subjects us to a number of risks, including the potential for an inadequate supply of products and higher materials costs. These risks may lead to delayed product delivery or increased costs, which could materially and adversely impact our business, financial condition and results of operations.

We do not own or operate a semiconductor fabrication facility or a foundry. We utilize various foundries for different processes. Our products are based on Complementary Metal Oxide Semiconductor (“CMOS”) processes, bipolar processes and bipolar-CMOS (“BiCMOS”) processes. Globalfoundries Singapore Pte. Ltd. (f.k.a. Chartered Semiconductor Manufacturing Ltd.) (“Globalfoundries”) manufactures the majority of the CMOS wafers from which the majority of our communications products are produced. Hangzhou Silan Microelectronics Co. Ltd. and Hangzhou Silan Integrated Circuit Co. Ltd. (collectively “Silan”), located in China, manufacture the majority of the CMOS and bipolar wafers from which our power management and serial products are produced. High Voltage BiCMOS power products are supplied by TowerJazz Semiconductor, Inc. All of these foundries produce semiconductors for many other companies (many of which have greater volume requirements than us), and therefore, we may not

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have access on a timely basis to sufficient capacity or certain process technologies and we do, from time to time, experience extended lead times on some products. In addition, we rely on our foundries’ continued financial health and ability to continue to invest in smaller geometry manufacturing processes and additional wafer processing capacity.

Many of our new products are designed to take advantage of smaller geometry manufacturing processes. Due to the complexity and increased cost of migrating to smaller geometries, as well as process changes, we could experience interruptions in production or significantly reduced yields causing product introduction or delivery delays. If such delays occur, our products may have delayed market acceptance or customers may select our competitors’ products during the design process.

New and current process technologies or products can be subject to wide variations in manufacturing yields and efficiency. Our foundries or the foundries of our suppliers may experience unfavorable yield variances or other manufacturing problems that result in delayed product introduction or delivery delays. Further, if the products manufactured by our foundries contain production defects, reliability issues or quality or compatibility problems that are significant to our customers, our reputation may be damaged and customers may cancel orders or be reluctant to continue to buy our products, which could adversely affect our ability to retain and attract new customers. In addition, these defects or bugs could interrupt or delay sales of affected products, which could materially and adversely affect our business, financial condition and results of operations.

Our foundries and test assembly manufacturers manufacture our products on a purchase order basis. We provide our foundries with rolling forecasts of our production requirements; however, the ability of our foundries to provide wafers is limited by the foundries’ available capacity. Our third-party foundries may not allocate sufficient capacity to satisfy our requirements. In addition, we may not continue to do business with our foundries on terms as favorable as our current terms.

Furthermore, any sudden reduction or elimination of any primary source or sources of fully processed wafers could result in a material delay in the shipment of our products. Any delays or shortages would likely materially and adversely impact our business, financial condition and results of operations. In particular, the products produced from the wafers manufactured by Silan currently constitute a significant part of our total revenue, and so any delay, reduction or elimination of our ability to obtain wafers from either foundry could materially and adversely impact our business, financial condition and results of operations.

Our reliance on our wafer foundries and assembly and test subcontractors involves the following risks, among others:

• a manufacturing disruption or sudden reduction or elimination of any existing source(s) of semiconductor manufacturing materials or processes, which might include the potential closure, change of ownership, change in business conditions or relationships, change of management or consolidation by one of our foundries;

• disruption of manufacturing or assembly or test services due to vendor transition, relocation or limited capacity of the foundries or subcontractors;

• inability to obtain or develop technologies needed to manufacture our products;

• extended time required to identify, qualify and transfer to alternative manufacturing sources for existing or new products or the possible inability to obtain an adequate alternative;

• failure of our foundries or subcontractors to obtain raw materials and equipment;

• increasing cost of commodities, such as gold, raw materials and energy resulting in higher wafer or package costs;

• long-term financial and operating stability of the foundries or their suppliers or subcontractors and their ability to invest in new capabilities and expand capacity to meet increasing demand, to remain solvent or to obtain financing in tight credit markets;

• continuing measures taken by our suppliers such as reductions in force, pay reductions, forced time off or shut down of production for extended periods of time to reduce and/or control operating expenses in response to weakened customer demand;

• subcontractors’ inability to transition to smaller package types or new package compositions;

• a sudden, sharp increase in demand for semiconductor devices, which could strain the foundries’ or subcontractors’ manufacturing resources and cause delays in manufacturing and shipment of our products;

• manufacturing quality control or process control issues, including reduced control over manufacturing yields, production schedules and product quality;

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• potential misappropriation of our intellectual property;

• disruption of transportation to and from Asia where most of our foundries and subcontractors are located;

• political, civil, labor or economic instability;

• embargoes or other regulatory limitations affecting the availability of raw materials, equipment or changes in tax laws, tariffs, services and freight rates; and

• compliance with local or international regulatory requirements.

Other additional risks associated with subcontractors include:

• subcontractors imposing higher minimum order quantities for substrates;

• potential increase in assembly and test costs;

• our board level product volume may not be attractive to preferred manufacturing partners, which could result in higher pricing or having to qualify an alternative vendor;

• difficulties in selecting, qualifying and integrating new subcontractors;

• inventory management issues relating to hub arrangements;

• entry into “take-or-pay” agreements; and

• limited warranties from our subcontractors for products assembled and tested for us.

We depend in part on the continued service of our key engineering and management personnel and our ability to identify, hire, incentivize and retain qualified personnel. If we lose key employees or fail to identify, hire, incentivize and retain these individuals, our business, financial condition and results of operations could be materially and adversely impacted.

Our future success depends, in part, on the continued service of our key design, engineering, technical, sales, marketing and executive personnel and our ability to identify, hire, motivate and retain qualified personnel, as well as effectively and quickly replace key personnel with qualified successors with competitive incentive compensation packages.

Under certain circumstances, including a company acquisition, significant restructuring or business downturn, current and prospective employees may experience uncertainty about their future roles with us. Volatility or lack of positive performance in our stock price and the ability or willingness to offer meaningful competitive equity compensation and incentive plans to as many key employees or in amounts consistent with market practices may also adversely affect our ability to retain and incentivize key employees, all of whom have been granted equity awards and participate in company incentive plans. In addition, competitors may recruit our employees, as is common in the high tech sector. If we are unable to retain personnel that are critical to our future operations, we could face disruptions in operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruiting and training costs.

Competition for skilled employees having specialized technical capabilities and industry-specific expertise is intense and continues to be a considerable risk inherent in the markets in which we compete. At times, competition for such employees has been particularly notable in California and People’s Republic of China (“PRC”). Further, the PRC historically has different managing principles from Western style management and financial reporting concepts and practices, as well as different banking, computer and other control systems, making the successful identification and employment of qualified personnel particularly important, and hiring and retaining a sufficient number of such qualified employees may be difficult. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data, books of account and records and instituting business practices that meet Western standards, which could materially and adversely impact our business, financial condition and results of operations.

Our employees are employed “at-will”, which means that they can terminate their employment at any time. Our international locations are subject to local labor laws, which are often significantly different from U.S. labor laws and which may under certain conditions, result in large separation costs upon termination. Further, employing individuals in international locations is subject to other risks inherent in international operations, such as those discussed with respect to international sales below, among others. The failure to recruit and retain, as necessary, key design engineers and technical, sales, marketing and executive personnel could materially and adversely impact our business, financial condition and results of operations.

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Stock-based awards are critical to our ability to recruit, retain and motivate highly skilled talent. In making employment decisions, particularly in the semiconductor industry and the geographies where our employees are located, a key consideration of current and potential employees is the value of the equity awards they receive in connection with their employment. If we are unable to offer employment packages with a competitive equity award component, our ability to attract highly skilled employees would be harmed. In addition, volatility in our stock price could result in a stock option’s exercise price exceeding the market value of our common stock or a deterioration in the value of restricted stock units granted, thus lessening the effectiveness of stock-based awards for retaining and motivating employees. Similarly, decreases in the number of unvested in-the-money stock options held by existing employees, whether because our stock price has declined, options have vested, or because the size of follow-on option grants has decreased, may make it more difficult to retain and motivate employees. Consequently, we may not continue to successfully attract and retain key employees, which could have an adverse effect on our business, financial condition and results of operations.

Our financial results may fluctuate significantly because of a number of factors, many of which are beyond our control.

Our financial results may fluctuate significantly as a result of a number of factors, many of which are difficult or impossible to control or predict, which include:

• the continuing effects of economic uncertainty;

• the cyclical nature of the semiconductor industry;

• difficulty in predicting revenues and ordering the correct mix of products from suppliers due to limited visibility into customers and channel partners;

• changes in the mix of product sales as our margins vary by product;

• fluctuations in the capitalization of unabsorbed fixed manufacturing costs;

• the impact of our revenue recognition policies on reported results; and

• the reduction, rescheduling, cancellation or timing of orders by our customers, distributors and channel partners due to, among others, the following factors:

• management of customer, subcontractor, logistic provider and/or channel inventory;

• delays in shipments from our foundries and subcontractors causing supply shortages;

• inability of our foundries and subcontractors to provide quality products, in adequate quantities and in a timely manner;

• dependency on a single product with a single customer and/or distributor;

• volatility of demand for equipment sold by our large customers, which in turn, introduces demand volatility for our products;

• disruption in customer demand if customers change or modify their complex subcontract manufacturing supply chain;

• disruption in customer demand due to technical or quality issues with our devices or components in their system;

• the inability of our customers to obtain components from their other suppliers;

• disruption in sales or distribution channels;

• our ability to maintain and expand distributor relationships;

• changes in sales and implementation cycles for our products;

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• the ability of our suppliers and customers to remain solvent, obtain financing or fund capital expenditures as a result of the recent global economic slowdown;

• risks associated with entering new markets;

• the announcement or introduction of products by our existing competitors or new competitors;

• loss of market share by our customers;

• competitive pressures on selling prices or product availability;

• pressures on selling prices overseas due to foreign currency exchange fluctuations;

• erosion of average selling prices coupled with the inability to sell newer products with higher average selling prices, resulting in lower overall revenue and margins;

• delays in product design releases;

• market and/or customer acceptance of our products;

• consolidation among our competitors, our customers and/or our customers’ customers;

• changes in our customers’ end user concentration or requirements;

• loss of one or more major customers;

• significant changes in ordering pattern by major customers;

• our or our channel partners’ or logistic providers’ ability to maintain and manage appropriate inventory levels;

• the availability and cost of materials and services, including foundry, assembly and test capacity, needed by us from our foundries and other manufacturing suppliers;

• disruptions in our or our customers’ supply chain due to natural disasters, fire, outbreak of communicable diseases, labor disputes, civil unrest or other reasons;

• delays in successful transfer of manufacturing processes to our subcontractors;

• fluctuations in the manufacturing output, yields, and capacity of our suppliers;

• fluctuation in suppliers’ capacity due to reorganization, relocation or shift in business focus, financial constraints, or other reasons;

• problems, costs, or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design and device integration;

• our ability to successfully introduce and transfer into production new products and/or integrate new technologies;

• increased manufacturing costs;

• higher mask tooling costs associated with advanced technologies; and

• the amount and timing of our investment in research and development;

• costs and business disruptions associated with stockholder or regulatory issues;

• the timing and amount of employer payroll tax to be paid on our employees’ gains on exercise of stock options;

• an inability to generate profits to utilize net operating losses;

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• increased costs and time associated with compliance with new accounting rules or new regulatory requirements;

• changes in accounting or other regulatory rules, such as the requirement to record assets and liabilities at fair value;

• write-off of some or all of our goodwill and other intangible assets;

• fluctuations in interest rates and/or market values of our marketable securities;

• litigation costs associated with the defense of suits brought or complaints made against us or enforcement of our rights; and

• changes in or continuation of certain tax provisions.

Our fixed operating expenses and practice of ordering materials in anticipation of projected customer demand could make it difficult for us to respond effectively to sudden swings in demand and result in higher than expected costs and excess inventory. Such sudden swings in demand could therefore have a material adverse impact on our business, financial condition and results of operations.

Our operating expenses are relatively fixed in the short to medium term, and therefore we have limited ability to reduce expenses quickly and sufficiently in response to any revenue shortfall. In addition, we typically plan our production and inventory levels based on forecasts of customer demand, which is highly unpredictable and can fluctuate substantially. From time to time, in response to anticipated long lead times to obtain inventory and materials from our outside suppliers and foundries, we may order materials in advance of anticipated customer demand. This advance ordering may result in excess inventory levels or unanticipated inventory write-downs if expected orders fail to materialize. This incremental cost could have a material adverse impact on our business, financial condition and results of operations.

We have made, and in the future may make, acquisitions and significant strategic equity investments, which may involve a number of risks. If we are unable to address these risks successfully, such acquisitions and investments could have a material adverse effect on our business, financial condition and results of operations.

We have undertaken a number of strategic acquisitions, have made strategic investments in the past, and may make further strategic acquisitions and investments from time to time in the future. The risks involved with these acquisitions and investments include:

• the possibility that we may not receive a favorable return on our investment or incur losses from our investment or the original investment may become impaired;

• revenues or synergies could fall below projections or fail to materialize as assumed;

• failure to satisfy or set effective strategic objectives;

• the possibility of litigation arising from or in connection with these acquisitions;

• our assumption of known or unknown liabilities or other unanticipated events or circumstances; and

• the diversion of management’s attention from day-to-day operations of the business and the resulting potential disruptions to the ongoing business.

Additional risks involved with acquisitions include:

• difficulties in integrating and managing various functional areas such as sales, engineering, marketing, and operations;

• difficulties in incorporating or leveraging acquired technologies and intellectual property rights in new products;

• difficulties or delays in the transfer of manufacturing flows and supply chains of products of acquired businesses;

• failure to retain and integrate key personnel;

• failure to retain and maintain relationships with existing customers, distributors, channel partners and other parties;

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• failure to manage and operate multiple geographic locations both effectively and efficiently;

• failure to coordinate research and development activities to enhance and develop new products and services in a timely manner that optimize the assets and resources of the combined company;

• difficulties in creating uniform standards, controls (including internal control over financial reporting), procedures, policies and information systems;

• unexpected capital equipment outlays and continuing expenses related to technical and operational integration;

• difficulties in entering markets or retaining current markets in which we have limited or no direct prior experience or where competitors in such markets may have stronger market positions;

• insufficient revenues to offset increased expenses associated with acquisitions;

• under-performance problems with an acquired company;

• issuance of common stock that would dilute our current stockholders’ percentage ownership;

• reduction in liquidity and interest income on lower cash balances;

• recording of goodwill and intangible assets that will be subject to periodic impairment testing and potential impairment charges against our future earnings;

• incurring amortization expenses related to certain intangible assets; and

• incurring large and immediate write-offs of assets.

Strategic equity investments also involve risks associated with third parties managing the funds and the risk of poor strategic choices or execution of strategic and operating plans.

We may not address these risks successfully without substantial expense, delay or other operational or financial problems, or at all. Any delays or other such operations or financial problems could materially and adversely impact our business, financial condition and results of operations.

Our business may be materially and adversely impacted if we fail to effectively utilize and incorporate acquired technology.

We have acquired and may in the future acquire intellectual property in order to accelerate our time to market for new products. Acquisitions of intellectual property may involve risks relating to, among other things, successful technical integration into new products, compliance with contractual obligations, market acceptance of new products and achievement of planned return on investment. Successful technical integration in particular requires a variety of capabilities that we may not currently have, such as available technical staff with sufficient time to devote to integration, the requisite skills to understand the acquired technology and the necessary support tools to effectively utilize the technology. The timely and efficient integration of acquired technology may be adversely impacted by inherent design deficiencies or application requirements. The potential failure of or delay in product introduction utilizing acquired intellectual property could lead to an impairment of capitalized intellectual property acquisition costs, which could materially and adversely impact our business, financial condition and results of operations.

Because a significant portion of our total assets were, and may again be with future potential acquisitions, represented by goodwill and other intangible assets, which are subject to mandatory annual impairment evaluations, we could be required to write-off some or all of our goodwill and other intangible assets, which could materially and adversely impact our business, financial condition and results of operations.

A significant portion of the purchase price for any business combination may be allocated to identifiable tangible and intangible assets and assumed liabilities based on estimated fair values at the date of consummation. As required by U.S. Generally Accepted Accounting Principles (“GAAP”), the excess purchase price, if any, over the fair value of these assets less liabilities typically would be allocated to goodwill. We evaluate goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We typically conduct our annual analysis of our goodwill in the fourth quarter of our fiscal year.

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The assessment of goodwill and other intangible assets impairment is a subjective process. Estimations and assumptions regarding future performance, results of our operations and comparability of our market capitalization and its net book value will be used. Changes in estimates and assumptions could impact fair value resulting in an impairment, which could materially and adversely impact our business, financial condition and results of operations.

Because some of our integrated circuit products have lengthy sales cycles, we may experience substantial delays between incurring expenses related to product development and the revenue derived from these products.

A portion of our revenue is derived from selling integrated circuits to equipment manufactures. Due to their product development cycle, we have typically experienced at least an eighteen-month time lapse between our initial contact with a customer and realizing volume shipments. We first work with customers to achieve a design win, which may take nine months or longer. Our customers then complete their design, test and evaluation process and begin to ramp-up production, a period which typically lasts an additional nine months. The customers of equipment manufacturers may also require a period of time for testing and evaluation, which may cause further delays. As a result, a significant period of time may elapse between our research and development efforts and our realization of revenue, if any, from volume purchasing of our products by our customers. Due to the length of the equipment manufactures’ product development cycle, the risks of project cancellation by our customers, price erosion or volume reduction are common aspects of such engagements.

The complexity of our products may lead to errors, defects and bugs, which could subject us to significant costs or damages and adversely affect market acceptance of our products.

Although we, our customers and our suppliers rigorously test our products, they may contain undetected errors, performance weaknesses, defects or bugs when first introduced, as new versions are released when manufacturing or process changes are made. If any of our products contain production defects or reliability issues, quality or compatibility problems that are significant to our customers, our reputation may be damaged and customers may be reluctant to continue to buy our products, which could adversely affect our ability to retain and attract new customers. In addition, these defects or bugs could interrupt or delay sales of affected products, which could materially and adversely affect our business, financial condition and results of operations.

If defects or bugs are discovered after commencement of commercial production, we may be required to make significant expenditures of capital and other resources to resolve the problems. This could result in significant additional development costs and the diversion of technical and other resources from our other business development efforts. We could also incur significant costs to repair or replace defective products or may agree to be liable for certain damages incurred. These costs or damages could have a material adverse effect on our business, financial condition and results of operations.

As of July 1, 2012, affiliates of Future, Alonim Investments Inc. and two of its affiliates (collectively “Alonim”), beneficially own approximately 17% of our common stock and Soros Fund Management LLC, as principal investment manager for Quantum Partners LP (“Soros”), beneficially owns approximately 15% of our common stock. As such, Alonim and Soros are our largest stockholders. These substantial ownership positions enable Alonim and Soros to significantly influence matters requiring stockholder approval, which may or may not be in our best interests or the interest of our other stockholders. In addition, Alonim is an affiliate of Future and an executive officer of Future is on our board of directors, which could lead to actual or perceived influence from Future.

Alonim and Soros each own a significant percentage of our outstanding shares. Due to such ownership, Alonim and Soros, acting independently or jointly, have not in the past, but may in the future, exert strong influence over actions requiring the approval of our stockholders, including the election of directors, many types of change of control transactions and amendments to our charter documents. Further, if one of these stockholders were to sell or even propose to sell a large number of their shares, the market price of our common stock could decline significantly.

Although we have no reason to believe it to be the case, the interests of these significant stockholders could conflict with our best interests or the interests of the other stockholders. For example, the significant ownership percentages of these two stockholders could have the effect of delaying or preventing a change of control or otherwise discouraging a potential acquirer from obtaining control of us, regardless of whether the change of control is supported by us and our other stockholders. Conversely, by virtue of their percentage ownership of our stock, Alonim and/or Soros could facilitate a takeover transaction that our board of directors and/or other stockholders did not approve.

Further, Alonim is an affiliate of Future, our largest distributor, and Pierre Guilbault, executive vice president and chief financial officer of Future, is a member of our board of directors. These relationships could also result in actual or perceived attempts to influence management or take actions beneficial to Future which may or may not be beneficial to us or in our best interests. Future could attempt to obtain terms and conditions more favorable than those we would typically provide our distributors because of its relationship with us. Any such actual or perceived preferential treatment could materially and adversely affect our business, financial condition and results of operations.

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Occasionally, we enter into agreements that expose us to potential damages that exceed the value of the agreement.

We have given certain customers increased indemnification protection for product deficiencies or intellectual property infringement that is in excess of our standard limited warranty and indemnification provisions and could possibly result in greater costs in excess of the original contract value. In an attempt to limit this liability, we have purchased insurance coverage to partially offset some of these potential additional costs; however, our insurance coverage could be insufficient in terms of amount and/or coverage to prevent us from suffering material losses if the indemnification amounts are large enough or if there are coverage issues.

We may be exposed to additional credit risk as a result of the addition of significant direct customers through acquisitions.

From time to time one of our customers has contributed more than 10% of our quarterly net sales. A number of our customers are OEMs, or the manufacturing subcontractors of OEMs, which might result in an increase in concentrated credit risk with respect to our trade receivables and therefore, if a large customer were to be unable to pay, it could materially and adversely impact our business, financial condition and results of operations.

Any error in our sell-through revenue recognition judgment or estimates could lead to inaccurate reporting of our net sales, gross profit, deferred income and allowances on sales to distributors and net income.

Sell-through revenue recognition is highly dependent on receiving pertinent and accurate data from our distributors in a timely fashion. Distributors provide us periodic data regarding the product, price, quantity, and end customer when products are resold as well as the quantities of our products they still have in stock. We must use estimates and apply judgment to reconcile distributors’ reported inventories to their activities. Any error in our judgment could lead to inaccurate reporting of our net sales, gross profit, deferred income and allowances on sales to distributors and net income, which could have an adverse effect on our business, financial condition and results of operations.

If we are unable to compete effectively with existing or new competitors, we will experience fewer customer orders, reduced revenues, reduced gross margins and lost market share.

We compete in markets that are intensely competitive, and which are subject to both rapid technological change, continued price erosion and changing business terms with regard to risk allocation. Our competitors include many large domestic and foreign companies that have substantially greater financial, market share, technical and management resources, name recognition and leverage than we have. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to promote the sale of their products.

We have experienced increased competition at the design stage, where customers evaluate alternative solutions based on a number of factors, including price, performance, product features, technologies, and availability of long-term product supply and/or roadmap guarantee. Additionally, we experience, and may in the future experience, in some cases, severe pressure on pricing from competitors or on-going cost reduction expectations from customers. Such circumstances may make some of our products unattractive due to price or performance measures and result in the loss of our design opportunities or a decrease in our revenue and margins.

Also, competition from new companies in emerging economy countries with significantly lower costs could affect our selling price and gross margins. In addition, if competitors in Asia continue to reduce prices on commodity products, it would adversely affect our ability to compete effectively in that region. Specifically, we have licensed rights to Silan in China to market our commodity connectivity products, which could reduce our sales in the future should they become a meaningful competitor. Loss of competitive position could result in price reductions, fewer customer orders, reduced revenues, reduced gross margins and loss of market share, any of which would adversely affect our operating results and financial condition.

Furthermore, many of our existing and potential customers internally develop solutions which attempt to perform all or a portion of the functions performed by our products. To remain competitive, we continue to evaluate our manufacturing operations for opportunities for additional cost savings and technological improvements. If we or our contract partners are unable to successfully implement new process technologies and to achieve volume production of new products at acceptable yields, our business, financial condition and results of operations may be materially and adversely affected.

Our stock price is volatile.

The market price of our common stock has fluctuated significantly at times. In the future, the market price of our common stock could be subject to significant fluctuations due to, among other reasons:

• our anticipated or actual operating results;

• announcements or introductions of new products by us or our competitors;

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• technological innovations by us or our competitors;

• investor perception of the semiconductor sector;

• loss of or changes to key executives;

• product delays or setbacks by us, our customers or our competitors;

• potential supply disruptions;

• sales channel interruptions;

• concentration of sales among a small number of customers;

• conditions in our customers’ markets and the semiconductor markets;

• the commencement and/or results of litigation;

• changes in estimates of our performance by securities analysts;

• decreases in the value of our investments or long-lived assets, thereby requiring an asset impairment charge against earnings;

• repurchasing shares of our common stock;

• announcements of merger or acquisition transactions; and/or

• general global economic and capital market conditions.

In the past, securities and class action litigation has been brought against companies following periods of volatility in the market prices of their securities. We may be the target of one or more of these class action suits, which could result in significant costs and divert management’s attention, thereby materially and adversely impacting our business, financial condition and results of operations.

In addition, at times the stock market has experienced extreme price, volume and value fluctuations that affect the market prices of the stock of many high technology companies, including semiconductor companies, that are unrelated or disproportionate to the operating performance of those companies. Any such fluctuations may harm the market price of our common stock.

Earthquakes and other natural disasters, may damage our facilities or those of our suppliers and customers.

The occurrence of natural disasters in certain regions, such as the recent natural disasters in Asia, could adversely impact our manufacturing and supply chain, our ability to deliver products on a timely basis (or at all) to our customers and the cost of or demand for our products. Our corporate headquarters in Fremont, California is located near major earthquake faults that have experienced seismic activity. In addition, some of our other offices, customers and suppliers are in locations which may be subject to similar natural disasters. In the event of a major earthquake or other natural disaster near our offices, our operations could be disrupted. Similarly, a major earthquake or other natural disaster, such as the flooding in Thailand, affecting one or more of our major customers or suppliers could adversely impact the operations of those affected, which could disrupt the supply or sales of our products and harm our business, financial condition and results of operations.

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Our results of operations could vary as a result of the methods, estimations and judgments we use in applying our accounting policies.

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on our results of operations. Such methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties, assumptions and changes in rulemaking by regulatory bodies; and factors may arise over time that lead us to change our methods, estimates, and judgments. Changes in those methods, estimates and judgments could materially and adversely impact our business, financial condition and results of operations. Our revenue reporting is highly dependent on receiving pertinent and accurate data from our distributors in a timely fashion. Distributors provide us periodic data regarding the product, price, quantity and end customer when products are resold as well as the quantities of our products they still have in stock. We must use estimates and apply judgment to reconcile distributors’ reported inventories to their activities. Any error in our judgment could lead to inaccurate reporting of our net sales, gross profit, deferred income and allowances on sales to distributors and net income.

The final determination of our income tax liability may be materially different from our income tax provision, which could have an adverse effect on our results of operations.

Our future effective tax rates may be adversely affected by a number of factors including:

• the jurisdictions in which profits are determined to be earned and taxed;

• the resolution of issues arising from tax audits with various tax authorities;

• changes in the valuation of our deferred tax assets and liabilities;

• adjustments to estimated taxes upon finalization of various tax returns;

• increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and development and impairment of goodwill in connection with acquisitions;

• changes in available tax credits;

• changes in stock-based compensation expense;

• changes in tax laws or the interpretation of such tax laws and changes in generally accepted accounting principles; and/or

• the repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes.

Any significant increase in our future effective tax rates could adversely impact net income for future periods. In addition, the U.S. Internal Revenue Service (“IRS”) and other tax authorities regularly examine our income tax returns. Our business, financial condition and results of operations could be materially and adversely impacted if these assessments or any other assessments resulting from the examination of our income tax returns by the IRS or other taxing authorities are not resolved in our favor.

We have acquired significant Net Operating Loss (“NOL”) carryforwards as a result of our acquisitions. The utilization of acquired NOL carryforwards is subject to the IRS’s complex limitation rules that carry significant burdens of proof. Limitations include certain levels of a change in ownership. As a publicly traded company, such change in ownership may be out of our control. Our eventual ability to utilize our estimated NOL carryforwards is subject to IRS scrutiny and our future results may not benefit as a result of potential unfavorable IRS rulings.

Our engagement with foreign customers could cause fluctuations in our operating results, which could materially and adversely impact our business, financial condition and results of operations.

International sales have accounted for, and will likely continue to account for a significant portion of our revenues, which subjects us to the following risks, among others:

• changes in regulatory requirements;

• tariffs and other barriers;

• timing and availability of export or import licenses;

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• disruption of services due to political, civil, labor or economic instability;

• disruption of services due to natural disasters outside the United States;

• disruptions to customer operations outside the United States due to the outbreak of communicable diseases;

• difficulties in accounts receivable collections;

• difficulties in staffing and managing foreign subsidiary and branch operations;

• difficulties in managing sales channel partners;

• difficulties in obtaining governmental approvals for our products;

• limited intellectual property protection;

• foreign currency exchange fluctuations;

• the burden of complying with foreign laws and treaties;

• contractual or indemnity issues that are materially different from our standard sales terms; and

• potentially adverse tax consequences.

In addition, because sales of our products have been denominated primarily in U.S. dollars, increases in the value of the U.S. dollar as compared with local currencies could make our products more expensive to customers in the local currency of a particular country resulting in pricing pressures on our products. Increased international activity in the future may result in foreign currency denominated sales. Furthermore, because some of our customers’ purchase orders and agreements are governed by foreign laws, we may be limited in our ability, or it may be too costly for us, to enforce our rights under these agreements and to collect damages, if awarded.

We may be unable to protect our intellectual property rights, which could harm our competitive position.

Our ability to compete is affected by our ability to protect our intellectual property rights. We rely on a combination of patents, trademarks, copyrights, mask work registrations, trade secrets, confidentiality procedures and non-disclosure and licensing arrangements to protect our intellectual property rights. Despite these efforts, we may be unable to protect our proprietary information. Such intellectual property rights may not be recognized or if recognized, may not be commercially feasible to enforce. Moreover, our competitors may independently develop technology that is substantially similar or superior to our technology.

More specifically, our pending patent applications or any future applications may not be approved, and any issued patents may not provide us with competitive advantages or may be challenged by third parties. If challenged, our patents may be found to be invalid or unenforceable, and the patents of others may have an adverse effect on our ability to do business. Furthermore, others may independently develop similar products or processes, duplicate our products or processes or design around any patents that may be issued to us.

We could be required to pay substantial damages or could be subject to various equitable remedies if it were proven that we infringed the intellectual property rights of others.

As a general matter, semiconductor companies may from time to time become involved with ongoing litigation regarding patents and other intellectual property rights. If a third party were to prove that our technology infringed its intellectual property rights, we could be required to pay substantial damages for past infringement and could be required to pay license fees or royalties on future sales of our products. If we were required to pay such license fees whenever we sold our products, such fees could exceed our revenue. In addition, if it was proven that we willfully infringed a third party’s proprietary rights, we could be held liable for three times the amount of the damages that we would otherwise have to pay. Such intellectual property litigation could also require us to:

• stop selling, incorporating or using our products that use the infringed intellectual property;

• obtain a license to make, sell or use the relevant technology from the owner of the infringed intellectual property, which license may not be available on commercially reasonable terms, if at all; and/or

• redesign our products so as not to use the infringed intellectual property, which may not be technically or commercially feasible.

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The defense of infringement claims and lawsuits, regardless of their outcome, would likely be expensive and could require a significant portion of management’s time. In addition, rather than litigating an infringement matter, we may determine that it is in our best interests to settle the matter. Terms of a settlement may include the payment of damages and our agreement to license technology in exchange for a license fee and ongoing royalties. These fees could be substantial. If we were required to pay damages or otherwise became subject to equitable remedies, our business, financial condition and results of operations would suffer. Similarly, if we were required to pay license fees to third parties based on a successful infringement claim brought against us, such fees could exceed our revenue.

ITEM 6. EXHIBITS

(a) Exhibits required by Item 601 of Regulation S-K

See the Exhibit Index, which follows the signature page to this Quarterly Report on Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q of Exar Corporation to be signed on its behalf by the undersigned thereunto duly authorized.

		EXAR CORPORATION (Registrant)
August 8, 2012	By	/s/ Kevin Bauer
		Kevin Bauer Senior Vice President and Chief Financial Officer (On the Registrant’s Behalf and as Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS

Exhibit Number	Exhibit	Incorporated by Reference
		Form	File No.	Exhibit	Filing Date	Filed Herewith
3.1	Restated Certificate of Incorporation of Exar Corporation	8-K	0-14225	3.3	9/17/2010
3.2	Bylaws of Exar Corporation	8-K	0-14225	3.1	9/17/2010
10.1	Fiscal Year 2013 Executive Management Incentive Program					X
10.2	Letter Agreement Regarding Employment between Exar Corporation and Carlos Laber					X
10.3	Separation and General Release Agreement between Exar Corporation and Frank Marazita	10-K	0-14225	10.34	6/14/2012
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)					X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)					X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
101.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Extension Schema Document					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X

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EX-10.1

Exhibit 10.1

PLAN DOCUMENT

Fiscal Year 2013

Management Incentive Program

1.0 Summary

The Exar Corporation (the “Company”) Fiscal Year 2013 Management Incentive Program (the “Program”) is a stock based incentive program designed to motivate participants to achieve the Company’s financial, operational and strategic goals and to reward them for performance against those goals. Incentives granted under the Program are denominated in shares of the Company’s common stock and are subject to the attainment of the Company’s performance goals as established by the Compensation Committee of the Board of Directors (the “Board”) for the fiscal year.

2.0 Eligibility

Participants are approved solely at the discretion of the Compensation Committee when acting on behalf of the full Board. All executive officers are eligible to be considered for participation. The President/CEO may recommend that additional employees of the Company and its subsidiaries participate in the Program, subject to the approval of the Compensation Committee.

3.0 Change in Status

Participants who give notice of termination or who terminate employment, voluntarily or involuntarily, prior to the date of payout are not eligible for payment.

Employees who are on a Leave of Absence in excess of 60 calendar days during the Program year shall have their target award prorated by the amount of time actually worked plus 60 days.

4.0 Administration

The Compensation Committee is ultimately responsible for administering the Program, and has designated the Management Committee, consisting of the President/CEO, the Vice President/CFO, and the Vice President of Human Resources to administer the Program, provided that the Compensation Committee shall make all determinations with respect to incentives granted to executive officers under the Program. The Compensation Committee, in its sole discretion, may amend or terminate the Program, or any part thereof, at any time and for any reason without prior notice.

5.0 Definitions

5.1 The Salary

This is the annual base salary, as established at the start of the fiscal year, or at the time of Program entry, exclusive of bonuses, incentive payments or awards, auto allowance, or any such extras or perquisites over base pay.

5.2 The Target Share Award

A participant’s “Target Share Award” is expressed as the total number of shares the participant is eligible to receive at 100% payout. The Target Share Award is calculated by multiplying the

COMPANY CONFIDENTIAL

participant’s Salary by a pre-approved target incentive percentage and dividing the result by the closing value of the Company’s stock price as of the first trade date of the Program fiscal year. Each participant’s Target Share Award is subject to adjustment by the Compensation Committee upon the occurrence of a stock split, reorganization or other similar event affecting the Company’s common stock in accordance with the principles set forth in the terms of the Company’s 2006 Equity Incentive Plan.

5.3 Maximum Award

No participant may receive an award greater than 138% of the “Target Share Award”.

5.4 Target Pool Earned

At the end of the fiscal year, the Compensation Committee will determine the percentage of the “Target Pool Earned” for all participants by assessing the Company’s financial performance against financial goals for AOP Revenue and AOP Non-GAAP Operating Income (EBIT), before cash profit sharing, as established by the Board of Directors. Funding of the Target Pool will occur only if 80% of the AOP Revenue and 80% of the AOP Non-GAAP Operating Income (EBIT), before cash profit sharing, are achieved.

5.5 Individual Target Payout

The Individual Target Payout is calculated by multiplying the Target Share Award by the Target Pool Earned.

5.6 Final Share Award

The number of shares to be awarded to a participant shall be determined by the Compensation Committee following the end of the fiscal year by adding the Company and Individual Performance Modifiers (as defined below).

5.6.1 Company Modifier

The Final Share Award is weighted 70% on Company Performance. This amount is calculated by multiplying the Individual Target Payout by 70%.

5.6.2 Individual Performance Modifier

The Final Share Award is weighted 30% on Individual Performance. The President/CEO will assess the performance of each individual participant in the Program at the conclusion of the fiscal year based upon specific contributions and achievement of pre-established individual objectives, as approved by the Compensation Committee. Based on individual performance, a performance factor will be assigned to the final calculation. The Individual Performance Modifier is calculated by multiplying the Individual Target Payout by 30% and the result by the individual performance factor.

6.0 Other Program Provisions

6.1 Tax Withholding

Shares issued in respect of an award hereunder are subject to applicable taxes at the time of payment, and payment of such taxes is the responsibility of the participant. Subject to the terms of the Plans, upon any distribution of shares of the Company’s common stock in payment of an award hereunder, the Company may reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market

COMPANY CONFIDENTIAL

value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plans, to satisfy any withholding obligations of the Company or its subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates). In the event that the Company cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of an award hereunder, the Company (or a subsidiary) shall be entitled to require a cash payment by or on behalf of the participant and/or to deduct from other compensation payable to the participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

6.2 Restrictions on Transfer

Neither the participant’s award hereunder, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.

6.3 Termination of Employment

Notwithstanding any other provision herein, a participant must be employed with the Company or one of its subsidiaries on the date on which shares are issued in payment of awards under the Program to be eligible to receive payment with respect to his or her award. If a participant’s employment with the Company or a subsidiary terminates for any reason (whether voluntarily or involuntarily, due to his death or disability, or otherwise) prior to the payment date, the participant’s award under the Program will terminate and the participant will have no further rights with respect thereto or in respect thereof.

6.4 No Right to Continued Employment

Participation in the Program does not constitute a guarantee of employment or interfere in any way with the right of the Company (or any subsidiary) to terminate a participant’s employment or to change the participant’s compensation or other terms of employment at any time. There is no commitment or obligation on the part of the Company (or any subsidiary) to continue any incentive program (similar to the Program or otherwise) in any future fiscal year.

6.5 No Stockholder Rights

The participant shall have no rights as a stockholder of the Company, no dividend rights and no voting rights, with respect to his or her award hereunder and any shares underlying or issuable in respect of such award until such shares are actually issued to and held of record by the participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.

6.6 Adjustments

The Compensation Committee may, in its sole discretion, adjust performance measures, performance goals, relative weights of the measures, and other provisions of the Plan to the extent (if any) it determines that the adjustment is necessary or advisable to preserve the intended incentives and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination of the foregoing), or any complete or partial liquidation of the Company, (2) any change in accounting policies or practices, or (3) the effects of any special charges to the Company’s earnings, or (4) any other similar special circumstances.

COMPANY CONFIDENTIAL

EX-10.2

Exhibit 10.2

February 1, 2012

Mr. Carlos Laber

1465 Cedar Place

Los Altos, CA 94024

Dear Carlos,

We are pleased to offer you a position with Exar Corporation as Senior Vice President, Worldwide Research and Development, reporting to Louis DiNardo, President and CEO. Your starting annual salary will be $300,000 paid bi-weekly in accordance with Exar’s standard payroll practices.

You will be granted 200,000 stock options on the first trade date of the month following your hire date. Stock options vest 25% per year over a four year period and the option price is established as the closing value of the stock on the date of the grant. You will also be granted 25,000 restricted stock units (RSU’s) which vest 33 1/3% per year over a three year period.

In the event there is a Change of Control and your employment is terminated within the first twenty four (24) months from your hire date due to said Change of Control either by Exar without Cause or by you for Good Reason, fifty percent (50%) of the options and restricted stock unit awards granted to you by Exar and within the context of this offer letter, to the extent then outstanding and otherwise unvested, will immediately vest; provided, however, that Exar’s obligation to provide such accelerated vesting shall be contingent upon your providing to Exar, upon or promptly following your last day of employment with Exar, a valid, executed general release agreement in a form acceptable to Exar, and such release agreement not having been revoked by you pursuant to any revocation rights afforded by applicable law.

As used herein, the term “Cause” means (i) your conviction of any felony or conviction of any crime involving moral turpitude or dishonesty; (ii) participation in a fraud or act of dishonesty against Exar; (iii) conduct by you which, based upon a good faith and reasonable factual investigation and determination by Exar, demonstrates gross incompetence; or (iv) intentional, material violation by you of any contract between you and Exar or any statutory duty of you to Exar that is not corrected within thirty (30) days after written notice to you thereof. Physical or mental disability shall not constitute “Cause.”

As used herein, the term “Good Reason” means, without your express written consent, (i) a material diminution in your authority, duties or responsibilities or (ii) a material diminution in your base compensation, provided that any such diminution shall not constitute “Good Reason” unless both (x) you provide written notice to Exar of the condition claimed to constitute Good Reason within ninety (90) days of the initial existence of such condition, and (y) Exar fails to remedy such condition within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of your employment with Exar shall not be treated as a termination for “Good Reason” unless such termination occurs not more than six (6) months following the initial existence of the condition claimed to constitute “Good Reason.”

Exar Corporation has a very competitive fringe benefit package that includes a 401(k) Plan with Company match and an Employee Stock Purchase Plan. We are excited to have you join our team and believe that your association with us will be mutually beneficial.

If our offer is acceptable, please sign and date in the space provided below and return one copy to me, email diane.hill@exar.com, by 5pm on Friday, February 3rd. This offer is contingent upon satisfactory completion of a background check and your providing documentation that satisfies the requirements of the Immigration Reform and Control Act of 1986 (please refer to the enclosed notice).

Sincerely,	Agreed and Accepted:
/s/ Diane Hill	/s/ Carlos Laber	2/3/2012
Diane Hill	Carlos Laber	Date
Vice President
Human Resources
	Start Date

EX-31.1

EXHIBIT 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Louis DiNardo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Exar Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2012

/s/ Louis DiNardo

Louis DiNardo

Chief Executive Officer, President and Director

(Principal Executive Officer)

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EX-31.2

EXHIBIT 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Kevin Bauer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Exar Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2012

/s/ Kevin Bauer

Kevin Bauer

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

51

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Louis DiNardo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Exar Corporation on Form 10-Q for the period ended July 1, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Exar Corporation.

Date: August 8, 2012

/s/ Louis DiNardo

Louis DiNardo

Chief Executive Officer, President and Director

(Principal Executive Officer)

52

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Bauer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Exar Corporation on Form 10-Q for the period ended July 1, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Exar Corporation.

Date: August 8, 2012

/s/ Kevin Bauer

Kevin Bauer

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

53

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Cash, Cash Equivalents and Short-Term Marketable Securities (Details 1) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012	Jul. 03, 2011	Mar. 27, 2011
Cash and cash equivalents
Cash at financial institutions	$ 4,003	$ 5,626
Money market funds	6,222	3,088
Total cash and cash equivalents	10,225	8,714	23,352	15,039
Total short-term marketable securities	184,888	187,668
U.S. government and agency securities [Member]
Cash and cash equivalents
Total short-term marketable securities	47,270	44,826
Corporate bonds and notes [Member]
Cash and cash equivalents
Total short-term marketable securities	67,009	69,234
Asset-backed securities [Member]
Cash and cash equivalents
Total short-term marketable securities	27,433	26,364
Mortgage-backed securities [Member]
Cash and cash equivalents
Total short-term marketable securities	$ 43,176	$ 47,244

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Balance Sheet Details (Details) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Schedule of inventories
Work-in-process and raw materials	$ 7,969	$ 7,590
Finished goods	8,269	10,784
Total Inventories	$ 16,238	$ 18,374

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Long-Term Investment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Apr. 01, 2012	Jan. 01, 2012
Schedule of long-term investment balance
Beginning balance	$ 1,273		$ 1,563
Contributions	15	114
Capital distributions		(404)
Ending balance	$ 1,288	$ 1,273	$ 1,563

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Lease Financing Obligation (Details 3) (Engineering design software licenses and office space [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Engineering design software licenses and office space [Member]
Operating lease rental expense
Rent expense	$ 133	$ 388

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Balance Sheet Details (Details 1) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Summary of Other Current Liabilities
Short-term lease financing obligations	$ 2,826	$ 3,216
Accrued restructuring charges and exit costs	2,665	5,699
Accrued legal and professional services	2,217	2,325
Accrued manufacturing expenses, royalties and licenses	860	696
Accrued sales and marketing expenses	677	937
Other	800	742
Total other current liabilities	$ 10,045	$ 13,615

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Segment and Geographic Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Net sales by Product and Geographic area
Total net sales	$ 29,251	$ 36,978
Communications [Member]
Net sales by Product and Geographic area
Total net sales	2,932	6,749
Datacom and storage [Member]
Net sales by Product and Geographic area
Total net sales	3,689	3,894
Connectivity [Member]
Net sales by Product and Geographic area
Total net sales	16,028	19,038
Power management [Member]
Net sales by Product and Geographic area
Total net sales	$ 6,602	$ 7,297

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Goodwill and Intangible Assets (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Aggregated amortization expenses for our purchased intangible assets
Total amortization expense	$ 1,113	$ 1,251
Existing technology [Member]
Aggregated amortization expenses for our purchased intangible assets
Total amortization expense	865	949
Weighted Average Lives (in months)	66 months
Patents/Core technology [Member]
Aggregated amortization expenses for our purchased intangible assets
Total amortization expense	128	129
Weighted Average Lives (in months)	61 months
Distributor relationships [Member]
Aggregated amortization expenses for our purchased intangible assets
Total amortization expense	25	25
Weighted Average Lives (in months)	72 months
Customer relationships [Member]
Aggregated amortization expenses for our purchased intangible assets
Total amortization expense	82	81
Weighted Average Lives (in months)	80 months
Tradenames / Trademarks [Member]
Aggregated amortization expenses for our purchased intangible assets
Total amortization expense	$ 13	$ 67
Weighted Average Lives (in months)	35 months

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Commitments and Contingencies (Tables)

3 Months Ended

Jul. 01, 2012

Commitments and Contingencies [Abstract]

Outstanding liabilities for remediation activities, net of payments

Outstanding liabilities for remediation activities, net of payments consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Liabilities for remediation activities	$	57	$	65

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Segment and Geographic Information (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Net sales by Product and Geographic area
Total net sales	$ 29,251	$ 36,978
United States [Member]
Net sales by Product and Geographic area
Total net sales	6,192	9,119
China [Member]
Net sales by Product and Geographic area
Total net sales	9,990	12,551
Singapore [Member]
Net sales by Product and Geographic area
Total net sales	4,036	3,888
Germany [Member]
Net sales by Product and Geographic area
Total net sales	3,038	4,453
Europe (excluding Germany) [Member]
Net sales by Product and Geographic area
Total net sales	1,105	1,672
Rest of world [Member]
Net sales by Product and Geographic area
Total net sales	$ 4,890	$ 5,295

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Commitments and Contingencies (Details) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Outstanding liabilities for remediation activities net payments
Liabilities for remediation activities	$ 57	$ 65

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Earnings (Loss) Per Share (Details Textual) In Millions, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Earnings (Loss) Per Share (Textual) [Abstract]
Stock options, warrants to purchase common stock	6.8	6.4
Expired unexercised, warrants to purchase common stock		0.3

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Income Taxes (Details) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Accrued interest and penalties
Accrued interest and penalties	$ 280	$ 295

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Segment and Geographic Information (Details 3) (More Than Ten Percentage [Member])	Jul. 01, 2012	Apr. 01, 2012
Distributor A [Member]
Summary of distributors accounted for ten percentage or more of net sale
Account receivable net percentage	29.00%	29.00%
Distributor B [Member]
Summary of distributors accounted for ten percentage or more of net sale
Account receivable net percentage	11.00%	14.00%
Distributor D [Member]
Summary of distributors accounted for ten percentage or more of net sale
Account receivable net percentage	11.00%	10.00%

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Income Taxes (Details Textual) (USD $)	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Income Taxes (Textual) [Abstract]
Provision for (benefit from) income taxes	$ (22,000,000)	$ 77,000
Increase in unrecognized tax benefits	42,000
Unrecognized tax benefits	16,900,000
Unrecognized tax benefits (net of federal benefit)	$ 14,300,000

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Lease Financing Obligation (Details 4) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012
Future minimum lease payments for the lease operating obligations
2013 (9 months remaining)	$ 302
2014	80
2015	72
2016	72
2017 and thereafter	91
Total minimum lease payments	$ 617

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Jul. 01, 2012

Goodwill and Intangible Assets [Abstract]

Purchased intangible assets

Our purchased intangible assets as of the dates indicated below were as follows (in thousands):

	July 1, 2012							April 1, 2012
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Existing technology	$	35,236	$	(28,151	)	$	7,085	$	34,848	$	(27,286	)	$	7,562
Patents/Core technology		3,736		(2,983	)		753		3,736		(2,855	)		881
Distributor relationships		1,264		(1,144	)		120		1,264		(1,119	)		145
Customer relationships		2,905		(1,833	)		1,072		2,905		(1,751	)		1,154
Tradenames/Trademarks		1,025		(1,025	)		—		1,025		(1,012	)		13
Total	$	44,166	$	(35,136	)	$	9,030	$	43,778	$	(34,023	)	$	9,755

Aggregated amortization expenses for our purchased intangible assets

The aggregate amortization expenses for our purchased intangible assets for the periods indicated below were as follows:

		Three Months Ended
	Weighted Average Lives	July 1, 2012		July 3, 2011
	(in months)	(in thousands)
Existing technology	66	$	865	$	949
Patents/Core technology	61		128		129
Distributor relationships	72		25		25
Customer relationships	80		82		81
Tradenames/Trademarks	35		13		67
Total		$	1,113	$	1,251

Estimated future amortization expenses for our purchased intangible assets

The estimated future amortization expenses for our purchased intangible assets are summarized below (in thousands):

Amortization Expense (by fiscal year)
2013 (9 months remaining)	$	3,127
2014		3,692
2015		1,301
2016		704
2017		182
2018 and thereafter		24
Total estimated amortization	$	9,030

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Related Party Transaction (Details) (Future Electronics Inc. [Member])	3 Months Ended
	Jul. 01, 2012	Apr. 01, 2012
Future Electronics Inc. [Member]
Related party contributions to our total net sales
Future	34.00%	32.00%

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Cash, Cash Equivalents and Short-Term Marketable Securities (Details 4) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Amortized cost and estimated fair value of cash equivalents and marketable securities classified as available-for-sale
Cash equivalents and marketable securities, Amortized Cost, Less than 1 year	$ 62,046	$ 48,978
Cash equivalents and marketable securities, Fair Value, Less than 1 year	62,067	49,011
Cash equivalents and marketable securities, Amortized Cost, Due in 1 to 5 years	128,717	141,124
Cash equivalents and marketable securities, Fair Value, Due in 1 to 5 years	129,043	141,745
Cash equivalents and marketable securities, Amortized Cost	190,763	190,102
Total Fair Value	$ 191,110	$ 190,756

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Legal Proceedings (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Jul. 01, 2012
Legal Proceedings (Textual) [Abstract]
Recovery and remediation claims	$ 3.0
Accrual amount of settlement claims including attorney's fees and costs	$ 1.2
Filing of lawsuit	Aug. 02, 2011
Filing of cross complaint	Nov. 21, 2011

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Revision of Prior Period Financial Statements (Details) (USD $) In Thousands, unless otherwise specified	Apr. 01, 2012
Revision of Prior Period Financial Statements (Textual) [Abstract]
Reduced Additional Paid-in capital	$ 741
Reduced Accumulated Deficit	$ 741

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Restructuring Charges and Exit Costs (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012
Restructuring liabilities and related activities
Balance at April 1, 2012	$ 8,041
Additional accruals	885
Payments	(3,669)
Non-cash charges	(65)
Balance at July 1, 2012	5,192
Less: Long-term portion	(2,527)
Current portion	$ 2,665

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Lease Financing Obligation (Details) (Design Tools [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Design Tools [Member]
Amortization of the design tools recorded using the straight-line method over the remaining useful life for the periods
Amortization expense	$ 895	$ 894

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Stock-Based Compensation (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Options exercised
Intrinsic value of options exercised	$ 398	$ 5

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Goodwill and Intangible Assets (Details 2) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012
Estimated future amortization expenses for our purchased intangible assets
2013 (9 months remaining)	$ 3,127
2014	3,692
2015	1,301
2016	704
2017	182
2018 and thereafter	24
Total estimated amortization	$ 9,030

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Recent Accounting Pronouncements

3 Months Ended

Jul. 01, 2012

Recent Accounting Pronouncements [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS

NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2011, the FASB issued an update to the authoritative guidance for comprehensive income. This update eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. This update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This update is effective in fiscal years, and interim periods within those years, beginning after December 15, 2011. As a result, we have separately presented the Statements of Comprehensive Income for the three months ended July 1, 2012 and July 3, 2011 as part of our unaudited condensed consolidated financial statements.

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Stock-Based Compensation (Details 3) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Jul. 01, 2012	Apr. 01, 2012
RSU transactions
Unvested at July 1, 2012, Unrecognized Stock-based Compensation Cost	$ 11,028
RSU Transactions [Member]
RSU transactions
Unvested at April 1, 2012, Shares	604,655
Unvested at April 1, 2012, Weighted Average Grant-Date Fair Value	$ 7.13
Unvested at April 1, 2012, Weighted Average Remaining Contractual Term (in years)		2 years 4 months 17 days
Unvested at April 1, 2012, Aggregate Intrinsic Value	5,079
Unvested at April 1, 2012, Unrecognized Stock-based Compensation Cost	3,537
Granted, Shares	161,254
Granted, Weighted Average Grant-Date Fair Value	$ 8.29
Issued and released, Shares	(39,005)
Issued and released, Weighted Average Grant-Date Fair Value	$ 7.54
Cancelled share	(79,250)
Cancelled , Weighted Average Grant-Date Fair Value	$ 6.96
Unvested at July 1, 2012, Shares	647,654	604,655
Unvested at July 1, 2012, Weighted Average Grant-Date Fair Value	$ 7.41	$ 7.13
Unvested at July 1, 2012, Weighted Average Remaining Contractual Term (in years)	2 years 1 month 6 days
Unvested at July 1, 2012, Aggregate Intrinsic Value	5,265	5,079
Unvested at July 1, 2012, Unrecognized Stock-based Compensation Cost	3,506	3,537
Vested and expected to vest, July 1, 2012, Shares	491,898
Vested and excercisable to vest, July 1, 2012, Weighted Average Remaining Contractual Term (in years)	1 year 11 months 23 days
Vested and expected to vest, July 1, 2012, Aggregate Intrinsic Value	$ 3,999

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Cash, Cash Equivalents and Short-Term Marketable Securities (Details 5) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Gross unrealized losses and fair values of investments in an unrealized loss position
Fair Value, Less than 12 months	$ 42,889	$ 47,811
Gross Unrealized Losses, Less than 12 months	(264)	(196)
Fair Value, 12 months or greater	4,361	6,203
Gross Unrealized Losses, 12 months or greater	(61)	(90)
Fair Value, Total	47,250	54,014
Gross Unrealized Losses, Total	(325)	(286)
U.S. government and agency securities [Member]
Gross unrealized losses and fair values of investments in an unrealized loss position
Fair Value, Less than 12 months	5,988	16,175
Gross Unrealized Losses, Less than 12 months	(5)	(50)
Fair Value, Total	5,988	16,175
Gross Unrealized Losses, Total	(5)	(50)
Corporate bonds and commercial paper [Member]
Gross unrealized losses and fair values of investments in an unrealized loss position
Fair Value, Less than 12 months	16,374	11,685
Gross Unrealized Losses, Less than 12 months	(75)	(33)
Fair Value, 12 months or greater	201
Gross Unrealized Losses, 12 months or greater	(4)
Fair Value, Total	16,575	11,685
Gross Unrealized Losses, Total	(79)	(33)
Asset-backed securities [Member]
Gross unrealized losses and fair values of investments in an unrealized loss position
Fair Value, Less than 12 months	2,384	3,516
Gross Unrealized Losses, Less than 12 months	(11)	(5)
Fair Value, 12 months or greater	2,035	3,786
Gross Unrealized Losses, 12 months or greater	(18)	(39)
Fair Value, Total	4,419	7,302
Gross Unrealized Losses, Total	(29)	(44)
Mortgage-backed securities [Member]
Gross unrealized losses and fair values of investments in an unrealized loss position
Fair Value, Less than 12 months	18,143	16,435
Gross Unrealized Losses, Less than 12 months	173	108
Fair Value, 12 months or greater	2,125	2,417
Gross Unrealized Losses, 12 months or greater	39	51
Fair Value, Total	20,268	18,852
Gross Unrealized Losses, Total	$ 212	$ 159

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Balance Sheet Details (Tables)

3 Months Ended

Jul. 01, 2012

Balance Sheet Details [Abstract]

Schedule of inventories

Our inventories consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Work-in-process and raw materials	$	7,969	$	7,590
Finished goods		8,269		10,784
Total inventories	$	16,238	$	18,374

Other Current Liabilities

Our other current liabilities consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Short-term lease financing obligations	$	2,826	$	3,216
Accrued restructuring charges and exit costs		2,665		5,699
Accrued legal and professional services		2,217		2,325
Accrued manufacturing expenses, royalties and licenses		860		696
Accrued sales and marketing expenses		677		937
Other		800		742
Total other current liabilities	$	10,045	$	13,615

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Restructuring Charges and Exit Costs (Tables)

3 Months Ended

Jul. 01, 2012

Restructuring Charges and Exit Costs [Abstract]

Restructuring liabilities and related activities

Our restructuring liabilities were included in the other current liabilities and other non-current obligations lines within our condensed consolidated balance sheets. The following table summarizes the activities affecting the liabilities as of the dates indicated below (in thousands):

	Restructuring Costs
Balance at April 1, 2012	$	8,041
Additional accruals		885
Payments		(3,669	)
Non-cash charges		(65	)
Balance at July 1, 2012		5,192
Less: Long-term portion		(2,527	)
Current portion	$	2,665

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Earnings (Loss) Per Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Summary of loss per share
Net loss	$ (576)	$ (1,426)
Shares used in computation of loss per share	45,388	44,599
Loss per share-basic and diluted	$ (0.01)	$ (0.03)

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Cash, Cash Equivalents and Short-Term Marketable Securities (Details Textual) (USD $)	3 Months Ended
	Jul. 01, 2012	Apr. 01, 2012	Jul. 03, 2011
Cash Cash Equivalents and Short-Term Marketable Securities (Textual) [Abstract]
Investments identified with other than temporary declines	$ 0		$ 0
Utilization of assets and liabilities	$ 0	$ 0
Cash equivalents maturity date	90 days

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Earnings (Loss) Per Share (Tables)

3 Months Ended

Jul. 01, 2012

Earnings Per Share [Abstract]

Summary of loss per share

The following table summarizes our loss per share for the periods indicated below (in thousands, except per share amounts):

	Three Months Ended
	July 1, 2012			July 3, 2011
Net loss	$	(576	)	$	(1,426	)
Shares used in computation of loss per share		45,388			44,599
Loss per share – basic and diluted	$	(0.01	)	$	(0.03	)

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Stock-Based Compensation (Tables)

3 Months Ended

Jul. 01, 2012

Stock-Based Compensation [Abstract]

Summary of ESPP Transactions

The following table summarizes our ESPP transactions during the fiscal periods presented (in thousands, except per share amounts):

	As of July 1, 2012		Three Months Ended July 1, 2012
	Shares of Common Stock		Shares of Common Stock		Weighted Average Price
Authorized to issue		4,500
Reserved for future issuance		1,412
Issued				6	$	7.67

Stock Option Transactions

Our stock option transactions during the three months ended July 1, 2012 are summarized as follows:

	Outstanding			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (1) (in thousands)		In-the-money Options Vested and Exercisable (in thousands)
Balance at April 1, 2012		6,345,307		$	7.23		4.67	$	9,474		1,193
Granted		716,200			8.02
Exercised		(312,007	)		6.67
Cancelled		(24,151	)		7.17
Forfeited		(628,898	)		6.29
Balance at July 1, 2012		6,096,451		$	7.45		4.53	$	6,658		2,490
Vested and expected to vest, July 1, 2012		5,411,621		$	7.53		4.29	$	5,763
Vested and exercisable, July 1, 2012		2,490,125		$	8.48		2.21	$	1,558

(1) The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, which is based on the closing price of our common stock of $8.13 and $8.40 as of July 1, 2012 and April 1, 2012, respectively. These are the values which would have been received by option holders if all option holders exercised their options on that date.

Options exercised

Options exercised for the periods indicated below were as follows (in thousands):

	July 1, 2012		July 3, 2011
Intrinsic value of options exercised	$	398	$	5

RSU Transactions

Our RSU transactions during the three months ended July 1, 2012 are summarized as follows:

	Shares			Weighted Average Grant- Date Fair Value		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value  (1) (in thousands)		Unrecognized Stock-based Compensation Cost (2) (in thousands)
Unvested at April 1, 2012		604,655		$	7.13		2.38	$	5,079	$	3,537
Granted		161,254			8.29
Issued and released		(39,005	)		7.54
Cancelled		(79,250	)		6.96
Unvested at July 1, 2012		647,654		$	7.41		2.10	$	5,265	$	3,506
Vested and expected to vest, July 1, 2012		491,898					1.98	$	3,999

(1) The aggregate intrinsic value of RSUs represents the closing price per share of our stock at the end of the periods presented, multiplied by the number of unvested RSUs or the number of vested and expected to vest RSUs, as applicable, at the end of each period.

(2) For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs less estimated forfeitures was recognized on a straight-line basis, over the vesting period.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to stock options and RSUs during the fiscal periods presented (in thousands):

	Three Months Ended
	July 1, 2012			July 3, 2011
Cost of sales	$	(15	)	$	59
Research and development		(126	)		302
Selling, general and administrative		315			523
Total Stock-based compensation expense	$	174		$	884

Unrecognized Stock-Based Compensation Expense

The following table summarizes unrecognized stock-based compensation expense related to stock options and RSUs for the three months ended July 1, 2012:

	July 1, 2012
	Amount (in thousands)		Weighted Average Expected Remaining Period (in years)
Options	$	7,522		2.97
RSUs (1)		3,506		2.95
Total Stock-based compensation expense	$	11,028

(1) For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs, less estimated forfeitures, is recognized on a straight-line basis over the vesting period.

Weighted average assumptions to calculate fair values of options granted

We used the following weighted average assumptions to calculate the fair values of options granted during the fiscal periods presented:

	Three Months Ended
	July 1, 2012			July 3, 2011
Expected term of options (years)		4.2			4.3
Risk-free interest rate		0.6	%		1.5	%
Expected volatility		42	%		41	%
Expected dividend yield		—			—
Weighted average estimated fair value	$	2.75		$	2.15

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Revision of Prior Period Financial Statements

3 Months Ended

Jul. 01, 2012

Revision of Prior Period Financial Statements [Abstract]

REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

NOTE 2. REVISION OF PRIOR PERIOD FINANCIAL STATEMENTS

During the first quarter of fiscal year 2013, we identified an error in our accounting for stock-based compensation expense previously recorded in the fourth quarter of fiscal 2012. We assessed the materiality of the error on prior periods’ financial statements and concluded that the error was not material to any of our prior period annual or interim financial statements. We elected to revise previously issued consolidated financial statements the next time they are filed. As each subsequent filing is made in the future, the previous period consolidated financial statements affected by the errors will be revised. We have revised the April 1, 2012 consolidated balance sheet included herein to reflect the correct balances by reducing additional paid-in capital and accumulated deficit each by $741,000. The correction did not impact the net income (loss) in the three months ended July 1, 2012 or in subsequent filings.

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Lease Financing Obligation (Tables)

3 Months Ended

Jul. 01, 2012

Lease Financing Obligation [Abstract]

Amortization of the design tools recorded using the straight-line method over the remaining useful life for the periods

Amortization of the design tools recorded using the straight-line method over the remaining useful life for the periods indicated below was as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Amortization expense	$	895	$	894

Future Minimum Lease and Sublease Income Payments for the Lease Financing Obligations

Future minimum lease and sublease income payments for the lease financing obligations as of July 1, 2012 are as follows (in thousands):

Fiscal Years	Design tools
2013 (9 months remaining)	$	2,826
2014		2,946
2015		814
Total minimum lease payments		6,586
Less: amount representing interest		304
Present value of minimum lease payments		6,282
Less: short-term lease financing obligation		2,826
Long-term lease financing obligations	$	3,456

Interest expense for the lease financing obligation

Interest expense for the lease financing obligation for the periods indicated below was as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Interest expense	$	34	$	60

Rent Expense on operating lease

In the course of our business, we enter into arrangements accounted for as operating leases related to engineering design software licenses and office space. Rent expenses for all operating leases for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Rent expense	$	133	$	388

Future minimum lease payments for the lease operating obligations

Our future minimum lease payments for the lease operating obligations as of July 1, 2012 are as follows (in thousands):

Fiscal Years	Facilities
2013 (9 months remaining)	$	302
2014		80
2015		72
2016		72
2017 and thereafter		91
Total minimum lease payments	$	617

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Cash, Cash Equivalents and Short-Term Marketable Securities (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Net realized gains (losses) on marketable securities
Gross realized gains	$ 240	$ 170
Gross realized losses	(278)	(214)
Net realized losses	$ (38)	$ (44)

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Restructuring (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended			12 Months Ended
	Jul. 01, 2012	Apr. 01, 2012	Jul. 03, 2011	Apr. 01, 2012
Restructuring (Textual) [Abstract]
Restructuring charges and exit costs	$ 0.9	$ 13.9	$ 0.3	$ 14.2

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Lease Financing Obligation (Details Textual) (Design Tools [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Dec. 31, 2011	Oct. 31, 2011	Jun. 30, 2010	Dec. 31, 2009	Jul. 31, 2009
Design Tools [Member]
Lease Financing Obligation (Textual) [Abstract]
Lease financing obligations effective interest rate percent, Minimum	2.00%
Lease financing obligations effective interest rate percent, Maximum	7.25%
Engineering design tools acquired under capital lease arrangement		$ 4.5	$ 5.8	$ 1.0	$ 1.3	$ 1.1
Term of license for engineering design tools acquired under capital lease arrangement		3 years	3 years	3 years	28 months	3 years

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Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Current assets:
Cash and cash equivalents	$ 10,225	$ 8,714
Short-term marketable securities	184,888	187,668
Accounts receivable (net of allowances of $715 and $781)	10,540	8,454
Accounts receivable, related party (net of allowances of $545 and $815)	4,091	2,918
Inventories	16,238	18,374
Other current assets	3,505	3,124
Total current assets	229,487	229,252
Property, plant and equipment, net	25,975	27,793
Goodwill	3,184	3,184
Intangible assets, net	9,030	9,755
Other non-current assets	1,581	1,668
Total assets	269,257	271,652
Current liabilities:
Accounts payable	8,504	7,823
Accrued compensation and related benefits	3,645	3,918
Deferred income and allowances on sales to distributors	3,063	3,410
Deferred income and allowances on sales to distributors, related party	9,634	9,608
Other current liabilities	10,045	13,615
Total current liabilities	34,891	38,374
Long-term lease financing obligations	3,456	3,771
Other non-current obligations	6,267	6,215
Total liabilities	44,614	48,360
Commitments and contingencies (Notes 14 and 15)
Stockholders' equity:
Common stock, $.0001 par value; 100,000,000 shares authorized; 45,593,993 and 45,245,233 shares outstanding at July 1, 2012 and April 1, 2012, respectively	5	5
Additional paid-in capital	737,055	734,821
Accumulated other comprehensive loss	(508)	(201)
Treasury stock at cost, 19,924,369 shares at July 1, 2012 and April 1, 2012	(248,983)	(248,983)
Accumulated deficit	(262,926)	(262,350)
Total stockholders' equity	224,643	223,292
Total liabilities and stockholders' equity	$ 269,257	$ 271,652

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Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Purchased intangible assets
Carrying Amount	$ 44,166	$ 43,778
Accumulated Amortization	(35,136)	(34,023)
Net Carrying Amount	9,030	9,755
Existing technology [Member]
Purchased intangible assets
Carrying Amount	35,236	34,848
Accumulated Amortization	(28,151)	(27,286)
Net Carrying Amount	7,085	7,562
Patents/Core technology [Member]
Purchased intangible assets
Carrying Amount	3,736	3,736
Accumulated Amortization	(2,983)	(2,855)
Net Carrying Amount	753	881
Distributor relationships [Member]
Purchased intangible assets
Carrying Amount	1,264	1,264
Accumulated Amortization	(1,144)	(1,119)
Net Carrying Amount	120	145
Customer relationships [Member]
Purchased intangible assets
Carrying Amount	2,905	2,905
Accumulated Amortization	(1,833)	(1,751)
Net Carrying Amount	1,072	1,154
Tradenames / Trademarks [Member]
Purchased intangible assets
Carrying Amount	1,025	1,025
Accumulated Amortization	(1,025)	(1,012)
Net Carrying Amount		$ 13

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Cash flows from operating activities:
Net loss	$ (576)	$ (1,426)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization	3,042	3,520
Stock-based compensation expense	174	884
Changes in operating assets and liabilities:
Accounts receivable and accounts receivable, related party	(3,259)	(4,257)
Inventories	2,136	1,797
Other current and non-current assets	(271)	(31)
Accounts payable	681	722
Accrued compensation and related benefits	(341)	(520)
Deferred income and allowance on sales to distributors and related party distributor	(321)	2,142
Other current liabilities	(3,526)	(829)
Net cash provided by (used in) operating activities	(2,261)	2,002
Cash flows from investing activities:
Purchases of property, plant and equipment and intellectual property, net	(460)	(521)
Purchases of short-term marketable securities	(36,107)	(21,946)
Proceeds from maturities of short-term marketable securities	12,593	14,676
Proceeds from sales of short-term marketable securities	25,948	14,406
Other disposal (investment) activities	(15)	65
Net cash provided by investing activities	1,959	6,680
Cash flows from financing activities:
Proceeds from issuance of common stock	2,128	336
Payment of lease financing obligations	(315)	(705)
Net cash provided by (used in) financing activities	1,813	(369)
Net increase in cash and cash equivalents	1,511	8,313
Cash and cash equivalents at the beginning of period	8,714	15,039
Cash and cash equivalents at the end of period	10,225	23,352
Supplemental disclosure of non-cash investing and financing activities:
Return of Hillview Facility to Lessor		$ 12,167

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Stock-Based Compensation (Details) (Employee Stock Participation Plan [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jul. 01, 2012
Employee Stock Participation Plan [Member]
Summary of ESPP Transactions
Shares of Common Stock, Authorized to issue	4,500
Shares of Common Stock, Reserved for future issuance	1,412
Shares of Common Stock, Issued	6
Weighted Average Price per Share, Issued	$ 7.67

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Segment and Geographic Information (Tables)

3 Months Ended

Jul. 01, 2012

Segment and Geographic Information [Abstract]

Net Sales by Product Line

Our net sales by product line for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Connectivity	$	16,028	$	19,038
Power management		6,602		7,297
Datacom and storage		3,689		3,894
Communications		2,932		6,749
Total net sales	$	29,251	$	36,978

Net Sales by Geographic Area

Our net sales by geographic area for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
China	$	9,990	$	12,551
United States		6,192		9,119
Singapore		4,036		3,888
Germany		3,038		4,453
Europe (excluding Germany)		1,105		1,672
Rest of world		4,890		5,295
Total net sales	$	29,251	$	36,978

Summary of distributors accounted for ten percentage or more of net sale

We sell our products to distributors and original equipment manufacturers (“OEM”) (or their designated subcontract manufacturers) throughout the world. The following distributors accounted for 10% or more of our net sales in the periods indicated:

	Three Months Ended
	July 1, 2012			July 3, 2011
Distributor A		34	%		32	%
Distributor B		*			12	%
Distributor C		10	%		*

* Net sales for this distributor for this period were less than 10% of our net sales.

Summary of distributors accounted for ten percentage or more of net accounts receivable

The following distributors accounted for 10% or more of our net accounts receivable as of the dates indicated:

	July 1, 2012			April 1, 2012
Distributor A		29	%		29	%
Distributor B		11	%		14	%
Distributor D		11	%		10	%

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Stock-Based Compensation (Details 6) (USD $)	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Weighted average assumptions to calculate fair values of options granted
Expected term of options (years)	4 years 2 months 12 days	4 years 3 months 18 days
Risk-free interest rate	0.60%	1.50%
Expected volatility	42.00%	41.00%
Expected dividend yield
Weighted average estimated fair value	$ 2.75	$ 2.15

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Income Taxes

3 Months Ended

Jul. 01, 2012

Income Taxes [Abstract]

INCOME TAXES

NOTE 16. INCOME TAXES

During the three months ended July 1, 2012, we recorded an income tax expense of approximately $22,000. The income tax expense was primarily due to expenses related to foreign taxable income. During the three months ended July 3, 2011, we recorded an income tax benefit of $77,000. The income tax benefit was primarily due to the allocation of tax benefits between continuing operations and other comprehensive income as prescribed in ASC 740 when applying the exception to the intraperiod allocation rule.

During the three months ended July 1, 2012, the unrecognized tax benefits increased by $42,000 to $16.9 million. The increase was primarily a result of increased unrecognized tax benefit on R&D tax credits. If recognized, $14.3 million of these unrecognized tax benefits (net of federal benefit) would be recorded as a reduction of future income tax provision before consideration of changes in the valuation allowance for deferred tax assets.

Estimated interest and penalties related to the income taxes are classified as a component of the provision for income taxes in the condensed consolidated statement of operations. Accrued interest and penalties consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Accrued interest and penalties	$	280	$	295

Our only major tax jurisdictions are the United States federal and various U.S. states. The fiscal years 2003 through 2013 remain open and subject to examinations by the appropriate governmental agencies in the United States and in certain of our U.S. state jurisdictions.

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Organization and Basis of Presentation (Details)	3 Months Ended
	Jul. 01, 2012
Organization and Basis of Presentation (Textual) [Abstract]
Year of incorporation	1971
Year of reincorporation	1991

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Cash, Cash Equivalents and Short-Term Marketable Securities (Tables)

3 Months Ended

Jul. 01, 2012

Cash, Cash Equivalents and Short-Term Marketable Securities [Abstract]

Investment assets, measured at fair value on recurring basis

Our investment assets, measured at fair value on a recurring basis, as of the dates indicated below were as follows (in thousands, except for percentages):

	July 1, 2012
	Level 1		Level 2		Total
Assets:
Money market funds	$	6,222	$	—	$	6,222	3	%
U.S. government and agency securities		17,751		29,519		47,270	25	%
Corporate bonds and notes		—		67,009		67,009	35	%
Asset-backed securities		—		27,433		27,433	14	%
Mortgage-backed securities		—		43,176		43,176	23	%
Total investment assets	$	23,973	$	167,137	$	191,110	100	%

	April 1, 2012
	Level 1		Level 2		Total
Assets:
Money market funds	$	3,088	$	—	$	3,088	2	%
U.S. government and agency securities		16,282		28,544		44,826	23	%
Corporate bonds and notes		—		69,234		69,234	36	%
Asset-backed securities		—		26,364		26,364	14	%
Mortgage-backed securities		—		47,244		47,244	25	%
Total investment assets	$	19,370	$	171,386	$	190,756	100	%

Cash, cash equivalents and short-term marketable securities

Our cash, cash equivalents and short-term marketable securities as of the dates indicated below were as follows (in thousands):

	July 1, 2012		April 1, 2012
Cash and cash equivalents
Cash at financial institutions	$	4,003	$	5,626
Cash equivalents
Money market funds		6,222		3,088
Total cash and cash equivalents	$	10,225	$	8,714
Available-for-sale securities
U.S. government and agency securities	$	47,270	$	44,826
Corporate bonds and notes		67,009		69,234
Asset-backed securities		27,433		26,364
Mortgage-backed securities		43,176		47,244
Total short-term marketable securities	$	184,888	$	187,668

Net realized gains (losses) on marketable securities

Our net realized gains (losses) on marketable securities for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012			July 3, 2011
Gross realized gains	$	240		$	170
Gross realized losses		(278	)		(214	)
Net realized losses	$	(38	)	$	(44	)

Investments in marketable securities

The following table summarizes our investments in marketable securities as of the dates indicated below, (in thousands):

	July 1, 2012
			Unrealized
	Amortized Cost		Gross Gains  (1)		Gross Losses  (1)			Net Gain (Loss)  (1)		Fair Value
Money market funds	$	6,222	$	—	$	—		$	—	$	6,222
U.S. government and agency securities		47,160		115		(5	)		110		47,270
Corporate bonds and notes		66,814		274		(79	)		195		67,009
Asset-backed securities		27,394		68		(29	)		39		27,433
Mortgage-backed securities		43,173		215		(212	)		3		43,176
Total investments	$	190,763	$	672	$	(325	)	$	347	$	191,110

	April 1, 2012
			Unrealized
	Amortized Cost		Gross Gains  (1)		Gross Losses  (1)			Net Gain (Loss)  (1)		Fair Value
Money market funds	$	3,088	$	—	$	—		$	—	$	3,088
U.S. government and agency securities		44,687		189		(50	)		139		44,826
Corporate bonds and notes		68,857		410		(33	)		377		69,234
Asset-backed securities		26,353		55		(44	)		11		26,364
Mortgage-backed securities		47,117		286		(159	)		127		47,244
Total investments	$	190,102	$	940	$	(286	)	$	654	$	190,756

(1) Gross of tax impact

Amortized cost and estimated fair value of cash equivalents and marketable securities

The amortized cost and estimated fair value of cash equivalents and marketable securities classified as available-for-sale by expected maturity as of the dates indicated below were as follows (in thousands):

	July 1, 2012				April 1, 2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year	$	62,046	$	62,067	$	48,978	$	49,011
Due in 1 to 5 years		128,717		129,043		141,124		141,745
Total	$	190,763	$	191,110	$	190,102	$	190,756

Unrealized losses and fair values of our investments

The following table summarizes the gross unrealized losses and fair values of our investments in an unrealized loss position as of the dates indicated below, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	July 1, 2012
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	5,988	$	(5	)	$	—	$	—		$	5,988	$	(5	)
Corporate bonds and notes		16,374		(75	)		201		(4	)		16,575		(79	)
Asset-backed securities		2,384		(11	)		2,035		(18	)		4,419		(29	)
Mortgage-backed securities		18,143		(173	)		2,125		(39	)		20,268		(212	)
Total	$	42,889	$	(264	)	$	4,361	$	(61	)	$	47,250	$	(325	)

	April 1, 2012
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	16,175	$	(50	)	$	—	$	—		$	16,175	$	(50	)
Corporate bonds and notes		11,685		(33	)		—		—			11,685		(33	)
Asset-backed securities		3,516		(5	)		3,786		(39	)		7,302		(44	)
Mortgage-backed securities		16,435		(108	)		2,417		(51	)		18,852		(159	)
Total	$	47,811	$	(196	)	$	6,203	$	(90	)	$	54,014	$	(286	)

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Lease Financing Obligation (Details 1) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Future Minimum Lease and Sublease Income Payments for the Lease Financing Obligations
2013 (9 months remaining)	$ 2,826
2014	2,946
2015	814
Total minimum lease payments	6,586
Less: amount representing interest	(304)
Present value of minimum lease payments	6,282
Less: short-term lease financing obligation	2,826	3,216
Long-term lease financing obligations	$ 3,456	$ 3,771

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Organization and Basis of Presentation

3 Months Ended

Jul. 01, 2012

Organization and Basis of Presentation [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Description of Business— Exar Corporation was incorporated in California in 1971 and reincorporated in Delaware in 1991. Exar Corporation and its subsidiaries (“Exar” or “we”) is a fabless semiconductor company that designs, develops and markets high performance analog mixed-signal integrated circuits and advanced sub-system solutions for data communication, networking, storage, consumer and industrial applications. Exar’s product portfolio includes power management and connectivity components, communications products, network security and storage optimization solutions.

Basis of Presentation and Use of Management Estimates—The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended April 1, 2012 as filed with the SEC. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, that we believe are necessary for a fair statement of Exar’s financial position as of July 1, 2012 and our results of operations for the three months ended July 1, 2012 and July 3, 2011, respectively. These condensed consolidated financial statements are not necessarily indicative of the results to be expected for the entire year.

The financial statements include management’s estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Actual results could differ from those estimates, and material effects on operating results and financial position may result.

Certain reclassifications have been made to the prior year condensed consolidated financial statements to conform to the current year’s presentation. Such reclassification had no effect on previously reported results of operations or stockholders’ equity.

Our fiscal years consist of 52 or 53 weeks. In a 52-week year, each fiscal quarter consists of 13 weeks. Fiscal years 2013 and 2012 consist of 52 and 53 weeks, respectively. The first quarter of fiscal years 2013 and 2012 consist of 13 and 14 weeks, respectively.

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Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Condensed Consolidated Balance Sheets [Abstract]
Accounts receivable, allowances	$ 715	$ 781
Accounts receivable, related party, allowances	$ 545	$ 815
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	45,593,993	45,245,233
Treasury stock, shares	19,924,369	19,924,369

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Common Stock Repurchases

3 Months Ended

Jul. 01, 2012

Common Stock Repurchases [Abstract]

COMMON STOCK REPURCHASES

NOTE 11. COMMON STOCK REPURCHASES

From time to time, we acquire outstanding common stock in the open market to partially offset dilution from our equity award programs, to increase our return on our invested capital and to bring our cash to a more appropriate level for our company.

On August 28, 2007, we announced the approval of a share repurchase plan (“2007 SRP”) and authorized the repurchase of up to $100 million of our common stock.

During the three months ended July 1, 2012 and the twelve months ended April 1, 2012, we did not repurchase any shares under the 2007 SRP. As of July 1, 2012, the remaining authorized amount for the stock repurchase under the 2007 SRP was $11.8 million. The 2007 SRP does not have a termination date. We may continue to utilize our share repurchase plan, which would reduce our cash, cash equivalents and/or short-term marketable securities available to fund future operations and to meet other liquidity requirements.

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Document and Entity Information	3 Months Ended
	Jul. 01, 2012	Aug. 06, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	EXAR CORP
Entity Central Index Key	0000753568
Document Type	10-Q
Document Period End Date	Jul. 01, 2012
Amendment Flag	false
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--03-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		45,710,434

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Stock-Based Compensation

3 Months Ended

Jul. 01, 2012

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

NOTE 12. STOCK-BASED COMPENSATION

Employee Stock Participation Plan (“ESPP”)

Our ESPP permits employees to purchase common stock through payroll deductions at a purchase price that is equal to 95% of our common stock price on the last trading day of each three-calendar-month offering period. Our ESPP is non-compensatory.

The following table summarizes our ESPP transactions during the fiscal periods presented (in thousands, except per share amounts):

	As of July 1, 2012		Three Months Ended July 1, 2012
	Shares of Common Stock		Shares of Common Stock		Weighted Average Price
Authorized to issue		4,500
Reserved for future issuance		1,412
Issued				6	$	7.67

Equity Incentive Plans

We currently have two equity incentive plans, in which shares are available for future issuance, the Exar Corporation 2006 Equity Incentive Plan (the “2006 Plan”) and the Sipex Corporation 2006 Equity Incentive Plan (the “Sipex Plan”) assumed in connection with the August 2007 acquisition of Sipex Corporation. The Sipex Corporation 2000 Non-Qualified Stock Option Plan expired October 31, 2010, and the Sipex Corporation 2002 Non-Qualified Stock Option Plan expired October 1, 2011.

The 2006 Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, stock bonuses and other forms of awards granted or denominated in common stock or units of common stock, as well as cash bonus awards. RSUs granted under the 2006 Plan are counted against authorized shares available for future issuance on a basis of two shares for every RSU issued. The 2006 Plan allows for performance-based vesting and partial vesting based upon level of performance. Grants under the Sipex Plan are only available to former Sipex Corporation’s employees or employees of Exar hired after the Sipex Corporation acquisition. At our annual meeting on September 15, 2010, our stockholders approved an amendment to the 2006 Plan to increase the aggregate share limit under the 2006 Plan by an additional 5.5 million shares to 8.3 million shares. At July 1, 2012, there were 5.0 million shares available for future grant under all our equity incentive plans.

Stock Option Activities

Our stock option transactions during the three months ended July 1, 2012 are summarized as follows:

	Outstanding			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (1) (in thousands)		In-the-money Options Vested and Exercisable (in thousands)
Balance at April 1, 2012		6,345,307		$	7.23		4.67	$	9,474		1,193
Granted		716,200			8.02
Exercised		(312,007	)		6.67
Cancelled		(24,151	)		7.17
Forfeited		(628,898	)		6.29
Balance at July 1, 2012		6,096,451		$	7.45		4.53	$	6,658		2,490
Vested and expected to vest, July 1, 2012		5,411,621		$	7.53		4.29	$	5,763
Vested and exercisable, July 1, 2012		2,490,125		$	8.48		2.21	$	1,558

(1) The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, which is based on the closing price of our common stock of $8.13 and $8.40 as of July 1, 2012 and April 1, 2012, respectively. These are the values which would have been received by option holders if all option holders exercised their options on that date.

In January 2012, we granted 480,000 performance-based stock options to our Chief Executive Officer, President and Director (“CEO”). The options are scheduled to vest in four equal annual installments at the end of fiscal years 2013 through 2016 if certain predetermined financial measures are met. If the financial measures are not met, each installment will be rolled over to the subsequent fiscal year for vesting except for the last installment. If the financial measures are not met for two consecutive years, the options will be forfeited except for the last installment which will be forfeited at the end of fiscal year 2016. In the three months ended July 1, 2012, we recorded $65,000 of compensation expense for these options.

Options exercised for the periods indicated below were as follows (in thousands):

	July 1, 2012		July 3, 2011
Intrinsic value of options exercised	$	398	$	5

RSU Activities

Our RSU transactions during the three months ended July 1, 2012 are summarized as follows:

	Shares			Weighted Average Grant- Date Fair Value		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value  (1) (in thousands)		Unrecognized Stock-based Compensation Cost (2) (in thousands)
Unvested at April 1, 2012		604,655		$	7.13		2.38	$	5,079	$	3,537
Granted		161,254			8.29
Issued and released		(39,005	)		7.54
Cancelled		(79,250	)		6.96
Unvested at July 1, 2012		647,654		$	7.41		2.10	$	5,265	$	3,506
Vested and expected to vest, July 1, 2012		491,898					1.98	$	3,999

(1) The aggregate intrinsic value of RSUs represents the closing price per share of our stock at the end of the periods presented, multiplied by the number of unvested RSUs or the number of vested and expected to vest RSUs, as applicable, at the end of each period.

(2) For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs less estimated forfeitures was recognized on a straight-line basis, over the vesting period.

In July 2009, we granted performance-based RSUs covering 99,000 shares to certain executives, issuable upon meeting certain performance targets in fiscal year 2010 and vesting annually over a three year period beginning July 1, 2010. The annual vesting schedule requires continued service through each annual vesting date. During the three months ended July 1, 2012 and July 3, 2011, compensation expense of $0 and $27,000 were recorded, respectively, to reflect the achievement of these performance targets.

In March 2012, we granted 300,000 performance-based RSUs to our CEO. The RSUs are scheduled to start vesting in three equal annual installments at the end of fiscal year 2013 through 2015 with three year vesting periods if certain predetermined financial measures are met. If the financial measures are not met, each installment will be forfeited at the end of its respective fiscal year. In the three months ended July 1, 2012, we recorded $112,000 compensation expense for these awards.

In April 2012, we granted 29,000 bonus RSUs to our CEO. The RSUs shall vest 25% on the date that is six months after the commencement of the fiscal year 2013; 25% on the last day of fiscal year 2013; and the remaining 50% when and if our Board of Directors determines that certain targets under the Fiscal Year 2013 Executive Management Incentive Program (“2013 Incentive Program”) have been met. In the three months ended July 1, 2012, we recorded $94,000 compensation expense for these awards.

In June 2012, we announced the 2013 Incentive Program. Under the 2013 Incentive Program, each participant’s award is denominated in stock and subject to achievement of certain financial performance goals and the participant’s annual Management by Objective goals. If we believe that it is probable that the performance measures under this program will be achieved, the stock-based compensation for the awards could result in additional expense in fiscal year 2013 for performance at various levels. In the three months ended July 1, 2012, we did not record any compensation expense related to the 2013 Incentive Program.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to stock options and RSUs during the fiscal periods presented (in thousands):

	Three Months Ended
	July 1, 2012			July 3, 2011
Cost of sales	$	(15	)	$	59
Research and development		(126	)		302
Selling, general and administrative		315			523
Total Stock-based compensation expense	$	174		$	884

The stock-based compensation expense capitalized as inventory was not significant for all periods presented.

Unrecognized Stock-Based Compensation Expense

The following table summarizes unrecognized stock-based compensation expense related to stock options and RSUs for the three months ended July 1, 2012:

	July 1, 2012
	Amount (in thousands)		Weighted Average Expected Remaining Period (in years)
Options	$	7,522		2.97
RSUs (1)		3,506		2.95
Total Stock-based compensation expense	$	11,028

(1) For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs, less estimated forfeitures, is recognized on a straight-line basis over the vesting period.

Valuation Assumptions

We estimate the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based compensation represent our estimates, but these estimates involve inherent uncertainties and the application of management’s judgment which include the expected term of the stock-based awards, stock price volatility and forfeiture rates. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

We used the following weighted average assumptions to calculate the fair values of options granted during the fiscal periods presented:

	Three Months Ended
	July 1, 2012			July 3, 2011
Expected term of options (years)		4.2			4.3
Risk-free interest rate		0.6	%		1.5	%
Expected volatility		42	%		41	%
Expected dividend yield		—			—
Weighted average estimated fair value	$	2.75		$	2.15

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Segment and Geographic Information (Details 2) (More Than Ten Percentage [Member])	Jul. 01, 2012	Jul. 03, 2011
Distributor A [Member]
Summary of distributors accounted for ten percentage or more of net accounts receivable
Distributors accounted for net sale	34.00%	32.00%
Distributor B [Member]
Summary of distributors accounted for ten percentage or more of net accounts receivable
Distributors accounted for net sale		12.00%
Distributor C [Member]
Summary of distributors accounted for ten percentage or more of net accounts receivable
Distributors accounted for net sale	10.00%

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Sales:
Net sales	$ 19,447,000	$ 25,073,000
Net sales, related party	9,804,000	11,905,000
Total net sales	29,251,000	36,978,000
Cost of sales:
Cost of sales	10,870,000	13,337,000
Cost of sales, related party	4,512,000	5,743,000
Amortization of purchased intangible assets	919,000	905,000
Restructuring charges and exit costs	81,000	152,000
Total cost of sales	16,382,000	20,137,000
Gross profit	12,869,000	16,841,000
Operating expenses:
Research and development	5,449,000	9,280,000
Selling, general and administrative	7,782,000	9,542,000
Restructuring charges and exit costs	804,000	173,000
Total operating expenses	14,035,000	18,995,000
Loss from operations	(1,166,000)	(2,154,000)
Other income and expense, net:
Interest income and other, net	646,000	711,000
Interest expense	(34,000)	(60,000)
Total other income and expense, net	612,000	651,000
Loss before income taxes	(554,000)	(1,503,000)
Provision for (benefit from) income taxes	22,000,000	(77,000)
Net loss	$ (576,000)	$ (1,426,000)
Loss per share:
Basic and diluted loss per share	$ (0.01)	$ (0.03)
Shares used in the computation of loss per share:
Basic and diluted	45,388	44,599

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Long-Term Investment

3 Months Ended

Jul. 01, 2012

Long-Term Investment [Abstract]

LONG-TERM INVESTMENT

NOTE 6. LONG-TERM INVESTMENT

Our long-term investment consists of our investment in Skypoint Telecom Fund II (US), L.P. (“Skypoint Fund”). Skypoint Fund is a venture capital fund that invests primarily in private companies in the telecommunications and/or networking industries. We account for this non-marketable equity investment under the cost method. We periodically review and determine whether the investment is other-than-temporarily impaired, in which case the investment is written down to its impaired value.

As of the dates indicated below, our long-term investment balance, which is included in the “Other non-current assets” line item on the condensed consolidated balance sheets, consisted of the following (in thousands):

	July 1, 2012		April 1, 2012
Beginning balance	$	1,273	$	1,563
Contributions		15		114
Capital distributions		—		(404	)
Ending balance	$	1,288	$	1,273

We have made approximately $4.8 million in capital contributions to Skypoint Fund since we became a limited partner in July 2001. We contributed $15,000 to the fund during the three months ended July 1, 2012. In the three months ended July 1, 2012, the limited partners of the Skypoint Fund agreed to extend the term of the Skypoint Fund for one additional year. As of July 1, 2012, we do not have any further capital commitments.

The carrying amount of $1.3 million is net of capital contributions, cumulative impairment charges and capital distributions.

Impairment

We analyzed the fair value of the underlying investments of Skypoint Fund and concluded that there was no other-than-temporary impairment, and therefore we did not record an impairment charge for Skypoint Fund in either the three months ended July 1, 2012 or the three months ended July 3, 2011.

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Goodwill and Intangible Assets

3 Months Ended

Jul. 01, 2012

Goodwill and Intangible Assets [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. We evaluate goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We conduct our annual impairment analysis in the fourth quarter of each fiscal year. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss. Because we have one reporting unit, we utilize an entity-wide approach to assess goodwill for impairment. As of July 1, 2012, no events or changes in circumstances suggest that the carrying amount for goodwill may not be recoverable and therefore we did not perform an interim goodwill impairment analysis.

Intangible Assets

Our purchased intangible assets as of the dates indicated below were as follows (in thousands):

	July 1, 2012							April 1, 2012
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Existing technology	$	35,236	$	(28,151	)	$	7,085	$	34,848	$	(27,286	)	$	7,562
Patents/Core technology		3,736		(2,983	)		753		3,736		(2,855	)		881
Distributor relationships		1,264		(1,144	)		120		1,264		(1,119	)		145
Customer relationships		2,905		(1,833	)		1,072		2,905		(1,751	)		1,154
Tradenames/Trademarks		1,025		(1,025	)		—		1,025		(1,012	)		13
Total	$	44,166	$	(35,136	)	$	9,030	$	43,778	$	(34,023	)	$	9,755

Long-lived assets are amortized on a straight-line basis over their respective estimated useful lives. We evaluate the remaining useful life of our long-lived assets that are being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the long-lived asset is amortized prospectively over the remaining useful life. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an indicator of impairment exists, we compare the carrying value of long-lived assets to our projection of future undiscounted cash flows attributable to such assets and, in the event that the carrying value exceeds the future undiscounted cash flows, we record an impairment charge equal to the excess of the carrying value over the asset’s fair value. Although the assumptions used in projecting future revenues and gross margins are consistent with those used in our annual strategic planning process, intangible asset impairment charges might be required in future periods if our assumptions are not achieved.

As of July 1, 2012, there were no indicators that required us to perform an intangible assets impairment review.

The aggregate amortization expenses for our purchased intangible assets for the periods indicated below were as follows:

		Three Months Ended
	Weighted Average Lives	July 1, 2012		July 3, 2011
	(in months)	(in thousands)
Existing technology	66	$	865	$	949
Patents/Core technology	61		128		129
Distributor relationships	72		25		25
Customer relationships	80		82		81
Tradenames/Trademarks	35		13		67
Total		$	1,113	$	1,251

The estimated future amortization expenses for our purchased intangible assets are summarized below (in thousands):

Amortization Expense (by fiscal year)
2013 (9 months remaining)	$	3,127
2014		3,692
2015		1,301
2016		704
2017		182
2018 and thereafter		24
Total estimated amortization	$	9,030

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Segment and Geographic Information

3 Months Ended

Jul. 01, 2012

Segment and Geographic Information [Abstract]

SEGMENT AND GEOGRAPHIC INFORMATION

NOTE 17. SEGMENT AND GEOGRAPHIC INFORMATION

We operate in one reportable segment, which is comprised of one operating segment. We design, develop and market high- performance, analog and mixed-signal silicon solutions and software and subsystem solutions for a variety of markets including communications, datacom and storage, connectivity and power management. The nature of our products and production processes and the type of customers and distribution methods are consistent among all of our products.

Our net sales by product line for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Connectivity	$	16,028	$	19,038
Power management		6,602		7,297
Datacom and storage		3,689		3,894
Communications		2,932		6,749
Total net sales	$	29,251	$	36,978

Our foreign operations are conducted primarily through our wholly-owned subsidiaries in Canada, China, France, Germany, Italy, Japan, Malaysia, Singapore, South Korea, Taiwan and the United Kingdom. Our principal markets include North America, Europe and the Asia Pacific region. Net sales by geographic areas represent sales to unaffiliated customers.

Our net sales by geographic area for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
China	$	9,990	$	12,551
United States		6,192		9,119
Singapore		4,036		3,888
Germany		3,038		4,453
Europe (excluding Germany)		1,105		1,672
Rest of world		4,890		5,295
Total net sales	$	29,251	$	36,978

Substantially all of our long-lived assets at each of July 1, 2012 and April 1, 2012 were located in the United States.

We sell our products to distributors and original equipment manufacturers (“OEM”) (or their designated subcontract manufacturers) throughout the world. The following distributors accounted for 10% or more of our net sales in the periods indicated:

	Three Months Ended
	July 1, 2012			July 3, 2011
Distributor A		34	%		32	%
Distributor B		*			12	%
Distributor C		10	%		*

* Net sales for this distributor for this period were less than 10% of our net sales.

No other OEM customer or distributor accounted for 10% or more of the net sales for the three months ended July 1, 2012 and July 3, 2011, respectively.

The following distributors accounted for 10% or more of our net accounts receivable as of the dates indicated:

	July 1, 2012			April 1, 2012
Distributor A		29	%		29	%
Distributor B		11	%		14	%
Distributor D		11	%		10	%

No other customer or distributor accounted for 10% or more of the net accounts receivable as of July 1, 2012 and April 1, 2012, respectively.

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Lease Financing Obligation

3 Months Ended

Jul. 01, 2012

Lease Financing Obligation [Abstract]

LEASE FINANCING OBLIGATION

NOTE 13. LEASE FINANCING OBLIGATION

We have acquired engineering design tools (“design tools”) under capital leases. We acquired design tools of $1.1 million in July 2009 under a three-year license, $1.3 million in December 2009 under a 28-month license, $1.0 million in June 2010 under a three-year license, $5.8 million in October 2011 under a three-year license and $4.5 million in December 2011 under a three-year license, all of which were accounted for as capital leases and recorded in the property, plant and equipment, net line item in the consolidated balance sheets. The related design tool obligations were included in other current liabilities and long-term lease financing obligations in our condensed consolidated balance sheets as of July 1, 2012 and April 1, 2012, respectively. The effective interest rates for the design tools range from 2.0% to 7.25%.

Amortization of the design tools recorded using the straight-line method over the remaining useful life for the periods indicated below was as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Amortization expense	$	895	$	894

Future minimum lease and sublease income payments for the lease financing obligations as of July 1, 2012 are as follows (in thousands):

Fiscal Years	Design tools
2013 (9 months remaining)	$	2,826
2014		2,946
2015		814
Total minimum lease payments		6,586
Less: amount representing interest		304
Present value of minimum lease payments		6,282
Less: short-term lease financing obligation		2,826
Long-term lease financing obligations	$	3,456

Interest expense for the lease financing obligation for the periods indicated below was as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Interest expense	$	34	$	60

In the course of our business, we enter into arrangements accounted for as operating leases related to engineering design software licenses and office space. Rent expenses for all operating leases for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012		July 3, 2011
Rent expense	$	133	$	388

Our future minimum lease payments for the lease operating obligations as of July 1, 2012 are as follows (in thousands):

Fiscal Years	Facilities
2013 (9 months remaining)	$	302
2014		80
2015		72
2016		72
2017 and thereafter		91
Total minimum lease payments	$	617

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Balance Sheet Details

3 Months Ended

Jul. 01, 2012

Balance Sheet Details [Abstract]

BALANCE SHEET DETAILS

NOTE 9. BALANCE SHEET DETAILS

Our inventories consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Work-in-process and raw materials	$	7,969	$	7,590
Finished goods		8,269		10,784
Total inventories	$	16,238	$	18,374

Our other current liabilities consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Short-term lease financing obligations	$	2,826	$	3,216
Accrued restructuring charges and exit costs		2,665		5,699
Accrued legal and professional services		2,217		2,325
Accrued manufacturing expenses, royalties and licenses		860		696
Accrued sales and marketing expenses		677		937
Other		800		742
Total other current liabilities	$	10,045	$	13,615

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Stock-Based Compensation (Details 1) (Stock Options [Member], USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Apr. 01, 2012
Stock Options [Member]
Stock option transactions
Balance at April 1, 2012, Outstanding	6,345,307
Balance at April 1, 2012, Weighted Average Exercise Price per Share	$ 7.23
Balance at April 1, 2012, Weighted Average Remaining Contractual Term (in years)	4 years 6 months 11 days	4 years 8 months 1 day
Balance at April 1, 2012, Aggregate Intrinsic Value	$ 9,474
Balance at April 1, 2012, In-the-money Options Vested and Exercisable	1,193
Granted, Outstanding	716,200
Granted, Weighted Average Exercise Price per Share	$ 8.02
Exercised, Outstanding	(312,007)
Exercised, Weighted Average Exercise Price per Share	$ 6.67
Cancelled, Outstanding	(24,151)
Cancelled, Weighted Average Exercise Price per Share	$ 7.17
Forfeited, Outstanding	(628,898)
Forfeited, Weighted Average Exercise Price per Share	$ 6.29
Balance at July 1, 2012, Outstanding	6,096,451	6,345,307
Balance at July 1, 2012, Weighted Average Exercise Price per Share	$ 7.45	$ 7.23
Balance at July 1, 2012, Weighted Average Remaining Contractual Term (in years)	4 years 6 months 11 days	4 years 8 months 1 day
Balance at July 1, 2012, Aggregate Intrinsic Value	6,658	9,474
Balance at July 1, 2012, In-the-money Options Vested and Exercisable	2,490	1,193
Vested and expected to vest, July 1, 2012, Outstanding	5,411,621
Vested and expected to vest, July 1, 2012, Weighted Average Exercise Price per Share	$ 7.53
Vested and expected to vest, July 1, 2012, Weighted Average Remaining Contractual Term (in years)	4 years 3 months 15 days
Vested and expected to vest, July 1, 2012, Aggregate Intrinsic Value	5,763
Vested and exercisable, July 1, 2012, Outstanding	2,490,125
Vested and exercisable, July 1, 2012, Weighted Average Exercise Price per Share	$ 8.48
Vested and excercisable to vest, July 1, 2012, Weighted Average Remaining Contractual Term (in years)	2 years 2 months 16 days
Vested and exercisable, July 1, 2012, Aggregate Intrinsic Value	$ 1,558

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Related Party Transaction

3 Months Ended

Jul. 01, 2012

Related Party Transaction [Abstract]

RELATED PARTY TRANSACTION

NOTE 7. RELATED PARTY TRANSACTION

Affiliates of Future Electronics Inc. (“Future”), Alonim Investments Inc. and two of its affiliates (collectively “Alonim”), own approximately 7.6 million shares, or approximately 17%, of our outstanding common stock as of July 1, 2012. As such, Alonim is our largest stockholder.

Our sales to Future are made under a distribution agreement that provides protection against price reduction for its inventory of our products and other sales allowances, which are similar to those other external distributor partners. We recognize revenue on sales to Future when Future sells the products to its end customers. Future has historically accounted for a significant portion of our net sales.

Related party contributions to our total net sales for the periods indicated below were as follows:

	Three Months Ended
	July 1, 2012			July 3, 2011
Future		34	%		32	%

Related party expenses for marketing promotional materials reimbursed were not significant for either the three months ended July 1, 2012 or the three months ended July 3, 2011.

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Restructuring Charges and Exit Costs

3 Months Ended

Jul. 01, 2012

Restructuring Charges and Exit Costs [Abstract]

RESTRUCTURING CHARGES AND EXIT COSTS

NOTE 8. RESTRUCTURING CHARGES AND EXIT COSTS

In fiscal year 2012, we incurred restructuring charges and exit costs totaling $14.2 million, of which $0.3 million was recorded in the first quarter and $13.9 million was recorded in the fourth quarter.

During the first quarter of fiscal year 2013, we incurred additional restructuring charges and exit costs of $0.9 million, primarily consisting of severance benefits.

Our restructuring liabilities were included in the other current liabilities and other non-current obligations lines within our condensed consolidated balance sheets. The following table summarizes the activities affecting the liabilities as of the dates indicated below (in thousands):

	Restructuring Costs
Balance at April 1, 2012	$	8,041
Additional accruals		885
Payments		(3,669	)
Non-cash charges		(65	)
Balance at July 1, 2012		5,192
Less: Long-term portion		(2,527	)
Current portion	$	2,665

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Earnings (Loss) Per Share

3 Months Ended

Jul. 01, 2012

Earnings Per Share [Abstract]

EARNINGS (LOSS) PER SHARE

NOTE 10. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the applicable period. Diluted earnings per share reflects the potential dilution that would occur if outstanding stock options or warrants to purchase common stock were exercised for common stock, using the treasury stock method, and the common stock underlying outstanding restricted stock units (“RSUs”) was issued.

The following table summarizes our loss per share for the periods indicated below (in thousands, except per share amounts):

	Three Months Ended
	July 1, 2012			July 3, 2011
Net loss	$	(576	)	$	(1,426	)
Shares used in computation of loss per share		45,388			44,599
Loss per share – basic and diluted	$	(0.01	)	$	(0.03	)

All outstanding stock options and restricted stock units (“RSUs”) are potentially dilutive securities, and as of July 1, 2012 and July 3, 2011, the combined total of stock options, warrants to purchase common stock and RSUs were 6.8 million and 6.4 million shares, respectively. Warrants to purchase common stock of approximately 0.3 million shares expired unexercised in the first quarter of fiscal year 2012. However, since we had net losses in all periods presented, no potentially dilutive securities were included in the computation of dilutive shares, as inclusion of such shares would have been anti-dilutive. Accordingly, basic and diluted net loss per share were the same in each period presented

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Stock-Based Compensation (Details 5) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Apr. 01, 2012
Unrecognized stock-based compensation expense
Unrecognized stock-based compensation expense, Amount	$ 11,028
Options [Member]
Unrecognized stock-based compensation expense
Unrecognized stock-based compensation expense, Amount	7,522
Unrecognized stock-based compensation expense, Weighted Average Remaining Contractual Term (in years)	2 years 11 months 19 days
RSUs [Member]
Unrecognized stock-based compensation expense
Unrecognized stock-based compensation expense, Amount	$ 3,506	$ 3,537
Unrecognized stock-based compensation expense, Weighted Average Remaining Contractual Term (in years)	2 years 11 months 12 days

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Stock-Based Compensation (Details Textual) (USD $)	1 Months Ended	3 Months Ended			3 Months Ended					3 Months Ended		1 Months Ended	3 Months Ended		1 Months Ended	3 Months Ended	1 Months Ended	3 Months Ended	1 Months Ended	3 Months Ended
	Jan. 31, 2012	Jul. 01, 2012 Equity_Plans	Jul. 03, 2011	Apr. 01, 2012	Jul. 01, 2012 2000 Non-Qualified Stock Option Plan [Member]	Jul. 01, 2012 2002 Non-Qualified Stock Option Plan [Member]	Jul. 01, 2012 ESPP [Member]	Jul. 01, 2012 RSUs [Member]	Jul. 01, 2012 Equity Incentive Plans [Member]	Jul. 01, 2012 Equity Incentive Plans [Member] Minimum [Member]	Jul. 01, 2012 Equity Incentive Plans [Member] Maximum [Member]	Jul. 31, 2009 Executives [Member] Performance-Based RSUs [Member]	Jul. 01, 2012 Executives [Member] Performance-Based RSUs [Member]	Jul. 03, 2011 Executives [Member] Performance-Based RSUs [Member]	Jan. 31, 2012 Chief Executive Officer [Member]	Jul. 01, 2012 Chief Executive Officer [Member]	Mar. 31, 2012 Chief Executive Officer [Member] Performance-Based RSUs [Member]	Jul. 01, 2012 Chief Executive Officer [Member] Performance-Based RSUs [Member]	Apr. 30, 2012 Chief Executive Officer [Member] Bonous RSUs [Member]	Jul. 01, 2012 Chief Executive Officer [Member] Bonous RSUs [Member]	Jul. 01, 2012 Chief Executive Officer [Member] Bonous RSUs [Member] First Installment [Member]	Jul. 01, 2012 Chief Executive Officer [Member] Bonous RSUs [Member] Second Installment [Member]	Jul. 01, 2012 Chief Executive Officer [Member] Bonous RSUs [Member] Third Installment [Member]
Stock Based Compensation (Additional Textual) [Abstract]
Employee's percentage of public purchase price of common stock							95.00%
The Sipex Corporation 2000, 2002 Non-Qualified Stock Option Plan expired					Oct. 31, 2010	Oct. 01, 2011
Estimated additional stock-based compensation expense in 2012										5,500,000
Shares of Common Stock, Authorized to issue							4,500,000				8,300,000
Shares available for future grant									5,000,000
Stock-based compensation expense		$ 174,000	$ 884,000										$ 0	$ 27,000		$ 65,000		$ 112,000
Compensation expense for awards																		$ 0		$ 94,000
Granted performance-based stock options															480,000
Granted, Shares								161,254				99,000					300,000		29,000
Performance based RSUs vesting period													3 years			4 years		3 years
Share based compensation vesting period																				The RSUs shall vest 25% on the date that is six months after the commencement of the fiscal year 2013; 25% on the last day our fiscal year 2013; and the remaining 50% when and if the Exar Board of Directors determines that certain targets under the Exar’s Fiscal Year 2013 Executive Management Incentive Program (“2013 Incentive Program”) have been met.
Share based compensation installments																					25.00%	25.00%	50.00%
Stock Based Compensation (Textual) [Abstract]
Closing price of common stock		$ 8.13		$ 8.40
Number of equity incentive plans		2
Forfeiture of options if financial measures are not met period	2 years

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Stock-Based Compensation (Details 4) (USD $)	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Stock Based Compensation
Total Stock-based compensation expense	$ 174,000	$ 884,000
Cost of sales [Member]
Stock Based Compensation
Total Stock-based compensation expense	(15,000)	59,000
Research and development [Member]
Stock Based Compensation
Total Stock-based compensation expense	(126,000)	302,000
Selling, general and administrative [Member]
Stock Based Compensation
Total Stock-based compensation expense	$ 315,000	$ 523,000

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Income Taxes (Tables)

3 Months Ended

Jul. 01, 2012

Income Taxes [Abstract]

Table for Accrued interest and penalties

Estimated interest and penalties related to the income taxes are classified as a component of the provision for income taxes in the condensed consolidated statement of operations. Accrued interest and penalties consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Accrued interest and penalties	$	280	$	295

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Related Party Transaction (Details Textual)	Jul. 01, 2012	Apr. 01, 2012
Related Party Transaction (Textual) [Abstract]
Common stock, shares outstanding	45,593,993	45,245,233
Future and Alonim [Member]
Related Party Transaction (Textual) [Abstract]
Common stock, shares outstanding	7,600,000
Future and Electronics Inc. [Member]
Related Party Transaction (Textual) [Abstract]
Percentage of common stock shares outstanding	17.00%

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Legal Proceedings

3 Months Ended

Jul. 01, 2012

Legal Proceedings [Abstract]

LEGAL PROCEEDINGS

NOTE 15. LEGAL PROCEEDINGS

On August 2, 2011, a lawsuit was filed in the Superior Court of California in the County of Santa Clara by Mission West Properties, L.P., the lessor for the Hillview Facility naming us as a defendant (Santa Clara County Superior Court case No. 1-11-CV-206456). The lawsuit asserts various monetary and equitable claims, but essentially seeks recovery of remediation and restoration costs in the amount of $3.0 million, which we assert are inflated and unsubstantiated. We also dispute liability in connection with claims by Mission West Properties, L.P. regarding the extent of restoration mandated by the lease. On November 21, 2011, we filed an Amended Cross-Complaint against Mission West Properties, L.P. for the following Causes of Action: (1) Promissory Fraud; (2) Breach of the Covenant of Good Faith and Fair Dealing; (3) Contract Reformation; and (4) for Deposit in Court. The Cross-Complaint also asserts the following causes of action against our former subtenant, Kovio, Inc.: (1) Declaratory Relief and Indemnity; (2) Breach of Contract; and (3) for Deposit in Court. Responsive pleadings have been filed by the Cross-Defendants. Mission West Properties, L.P. has sought leave to amend its Complaint to assert additional claims for fraud, negligent misrepresentation and breach of contract. On July 30, 2012, Court denied the motion without prejudice. Discovery, including depositions of key witnesses, has begun but is currently informally stayed pending resolution of the motion. No substantive hearings in court have taken place. An accrual of $1.2 million has been recorded as the estimated amount to settle claims. Attorney’s fees and costs, which are expensed as incurred, will also be incurred in connection with this litigation.

From time to time, we are involved in various claims, legal actions and complaints arising in the normal course of business. We are not a named party to any currently ongoing lawsuit or formal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our financial position, results of operations or cash flows.

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Long-Term Investment (Tables)

3 Months Ended

Jul. 01, 2012

Long-Term Investment [Abstract]

Schedule of long-term investment balance

As of the dates indicated below, our long-term investment balance, which is included in the “Other non-current assets” line item on the condensed consolidated balance sheets, consisted of the following (in thousands):

	July 1, 2012		April 1, 2012
Beginning balance	$	1,273	$	1,563
Contributions		15		114
Capital distributions		—		(404	)
Ending balance	$	1,288	$	1,273

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Long-Term Investment (Details Textual) (USD $)	Jul. 01, 2012
Long Term Investment (Textual) [Abstract]
Potential capital commitments	$ 0
Skypoint Fund [Member]
Long Term Investment (Textual) [Abstract]
Carrying amount of capital contributions to venture capital fund	15,000
Carrying amount of long-term investment net of capital contributions, cumulative impairment charges and capital distributions	1,300,000
Aggregate from July 2001 [Member]
Long Term Investment (Textual) [Abstract]
Carrying amount of capital contributions to venture capital fund	$ 4,800,000

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Cash, Cash Equivalents and Short-Term Marketable Securities (Details 3) (USD $) In Thousands, unless otherwise specified	Jul. 01, 2012	Apr. 01, 2012
Investments in marketable securities
Amortized Cost	$ 190,763	$ 190,102
Unrealized Gross Gains	672	940
Unrealized Gross Losses	(325)	(286)
Unrealized Net Gain (Loss)	347	654
Total Fair Value	191,110	190,756
Money market funds [Member]
Investments in marketable securities
Amortized Cost	6,222	3,088
Total Fair Value	6,222	3,088
U.S. government and agency securities [Member]
Investments in marketable securities
Amortized Cost	47,160	44,687
Unrealized Gross Gains	115	189
Unrealized Gross Losses	(5)	(50)
Unrealized Net Gain (Loss)	110	139
Total Fair Value	47,270	44,826
Corporate bonds and notes [Member]
Investments in marketable securities
Amortized Cost	66,814	68,857
Unrealized Gross Gains	274	410
Unrealized Gross Losses	(79)	(33)
Unrealized Net Gain (Loss)	195	377
Total Fair Value	67,009	69,234
Asset-backed securities [Member]
Investments in marketable securities
Amortized Cost	27,394	26,353
Unrealized Gross Gains	68	55
Unrealized Gross Losses	(29)	(44)
Unrealized Net Gain (Loss)	39	11
Total Fair Value	27,433	26,364
Mortgage-backed securities [Member]
Investments in marketable securities
Amortized Cost	43,173	47,117
Unrealized Gross Gains	215	286
Unrealized Gross Losses	(212)	(159)
Unrealized Net Gain (Loss)	3	127
Total Fair Value	$ 43,176	$ 47,244

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Condensed Consolidated Statements of Comprehensive Income [Abstract]
Net loss	$ (576)	$ (1,426)
Other comprehensive income:
Unrealized gain (loss) on investments	(307)	483
Tax provision related to other comprehensive income		(183)
Net change in accumulated other comprehensive income	(307)	300
Comprehensive loss	$ (883)	$ (1,126)

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Cash, Cash Equivalents and Short-Term Marketable Securities

3 Months Ended

Jul. 01, 2012

Cash, Cash Equivalents and Short-Term Marketable Securities [Abstract]

CASH, CASH EQUIVALENTS AND SHORT-TERM MARKETABLE SECURITIES

NOTE 4. CASH, CASH EQUIVALENTS AND SHORT-TERM MARKETABLE SECURITIES

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

We have no assets or liabilities utilizing Level 3 inputs as of July 1, 2012 and April 1, 2012, respectively.

Our investment assets, measured at fair value on a recurring basis, as of the dates indicated below were as follows (in thousands, except for percentages):

	July 1, 2012
	Level 1		Level 2		Total
Assets:
Money market funds	$	6,222	$	—	$	6,222	3	%
U.S. government and agency securities		17,751		29,519		47,270	25	%
Corporate bonds and notes		—		67,009		67,009	35	%
Asset-backed securities		—		27,433		27,433	14	%
Mortgage-backed securities		—		43,176		43,176	23	%
Total investment assets	$	23,973	$	167,137	$	191,110	100	%

	April 1, 2012
	Level 1		Level 2		Total
Assets:
Money market funds	$	3,088	$	—	$	3,088	2	%
U.S. government and agency securities		16,282		28,544		44,826	23	%
Corporate bonds and notes		—		69,234		69,234	36	%
Asset-backed securities		—		26,364		26,364	14	%
Mortgage-backed securities		—		47,244		47,244	25	%
Total investment assets	$	19,370	$	171,386	$	190,756	100	%

Our cash, cash equivalents and short-term marketable securities as of the dates indicated below were as follows (in thousands):

	July 1, 2012		April 1, 2012
Cash and cash equivalents
Cash at financial institutions	$	4,003	$	5,626
Cash equivalents
Money market funds		6,222		3,088
Total cash and cash equivalents	$	10,225	$	8,714
Available-for-sale securities
U.S. government and agency securities	$	47,270	$	44,826
Corporate bonds and notes		67,009		69,234
Asset-backed securities		27,433		26,364
Mortgage-backed securities		43,176		47,244
Total short-term marketable securities	$	184,888	$	187,668

Our marketable securities include U.S. government and agency securities, corporate bonds and notes, and asset-backed and mortgage-backed securities. We classify investments as available-for-sale at the time of purchase and re-evaluate such designation as of each balance sheet date. We amortize premiums and accrete discounts to interest income over the life of the investment. Our available-for-sale securities, which we intend to sell as necessary to meet our liquidity requirements, are classified as cash equivalents if the maturity date is 90 days or less from the date of purchase and as short-term marketable securities if the maturity date is greater than 90 days from the date of purchase.

All marketable securities are reported at fair value based on the estimated or quoted market prices as of each balance sheet date, with unrealized gains or losses, net of tax effect, recorded in accumulated other comprehensive income (loss) within stockholders’ equity except those unrealized losses that are deemed to be other than temporary which are reflected in the impairment charges on investments line item on the consolidated statements of operations.

Realized gains or losses on the sale of marketable securities are determined by the specific identification method and are reflected in the interest income and other, net line item on the consolidated statements of operations.

Our net realized gains (losses) on marketable securities for the periods indicated below were as follows (in thousands):

	Three Months Ended
	July 1, 2012			July 3, 2011
Gross realized gains	$	240		$	170
Gross realized losses		(278	)		(214	)
Net realized losses	$	(38	)	$	(44	)

The following table summarizes our investments in marketable securities as of the dates indicated below, (in thousands):

	July 1, 2012
			Unrealized
	Amortized Cost		Gross Gains  (1)		Gross Losses  (1)			Net Gain (Loss)  (1)		Fair Value
Money market funds	$	6,222	$	—	$	—		$	—	$	6,222
U.S. government and agency securities		47,160		115		(5	)		110		47,270
Corporate bonds and notes		66,814		274		(79	)		195		67,009
Asset-backed securities		27,394		68		(29	)		39		27,433
Mortgage-backed securities		43,173		215		(212	)		3		43,176
Total investments	$	190,763	$	672	$	(325	)	$	347	$	191,110

	April 1, 2012
			Unrealized
	Amortized Cost		Gross Gains  (1)		Gross Losses  (1)			Net Gain (Loss)  (1)		Fair Value
Money market funds	$	3,088	$	—	$	—		$	—	$	3,088
U.S. government and agency securities		44,687		189		(50	)		139		44,826
Corporate bonds and notes		68,857		410		(33	)		377		69,234
Asset-backed securities		26,353		55		(44	)		11		26,364
Mortgage-backed securities		47,117		286		(159	)		127		47,244
Total investments	$	190,102	$	940	$	(286	)	$	654	$	190,756

(1) Gross of tax impact

Our asset-backed securities are comprised primarily of premium tranches of vehicle loans and credit card receivables, while our mortgage-backed securities are primarily from federal agencies. We do not own auction rate securities nor do we own securities that are classified as subprime. As of July 1, 2012, we have sufficient liquidity and do not intend to sell these securities to fund normal operations or realize any significant losses in the short term; however, these securities are available for use, if needed, for current operations.

We periodically review our investments in unrealized loss positions for other-than-temporary impairments. This evaluation includes, but is not limited to, quantitative and qualitative assessments and estimates regarding credit ratings, collateralized support, the length of time and significance of a security’s loss position, our intent not to sell the security, and whether it is more likely than not that we will not have to sell the security before recovery of its cost basis. For the three months ended July 1, 2012 and July 3, 2011, respectively, there were no investments identified with other-than-temporary declines in value.

The amortized cost and estimated fair value of cash equivalents and marketable securities classified as available-for-sale by expected maturity as of the dates indicated below were as follows (in thousands):

	July 1, 2012				April 1, 2012
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year	$	62,046	$	62,067	$	48,978	$	49,011
Due in 1 to 5 years		128,717		129,043		141,124		141,745
Total	$	190,763	$	191,110	$	190,102	$	190,756

The following table summarizes the gross unrealized losses and fair values of our investments in an unrealized loss position as of the dates indicated below, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	July 1, 2012
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	5,988	$	(5	)	$	—	$	—		$	5,988	$	(5	)
Corporate bonds and notes		16,374		(75	)		201		(4	)		16,575		(79	)
Asset-backed securities		2,384		(11	)		2,035		(18	)		4,419		(29	)
Mortgage-backed securities		18,143		(173	)		2,125		(39	)		20,268		(212	)
Total	$	42,889	$	(264	)	$	4,361	$	(61	)	$	47,250	$	(325	)

	April 1, 2012
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	16,175	$	(50	)	$	—	$	—		$	16,175	$	(50	)
Corporate bonds and notes		11,685		(33	)		—		—			11,685		(33	)
Asset-backed securities		3,516		(5	)		3,786		(39	)		7,302		(44	)
Mortgage-backed securities		16,435		(108	)		2,417		(51	)		18,852		(159	)
Total	$	47,811	$	(196	)	$	6,203	$	(90	)	$	54,014	$	(286	)

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Common Stock Repurchases (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended	12 Months Ended
	Jul. 01, 2012	Apr. 01, 2012
Common Stock Repurchases (Textual) [Abstract]
Authorized value of share repurchases	$ 100
Repurchase of shares under the 2007 SRP	0	0
Remaining authorized amount for stock repurchase	$ 11.8

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Segment and Geographic Information (Details Textual) (Maximum [Member])	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Maximum [Member]
Segment and Geographic Information (Textual) [Abstract]
Criteria distributor accounted net sales	10.00%	10.00%
Criteria distributor accounted net accounts receivable	10.00%	10.00%

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Lease Financing Obligation (Details 2) (Hillview facility and design tools [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Jul. 03, 2011
Hillview facility and design tools [Member]
Interest expense for the lease financing obligation
Interest expense	$ 34	$ 60

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Related Party Transaction (Tables)

3 Months Ended

Jul. 01, 2012

Related Party Transaction [Abstract]

Related party contributions to our total net sales

Related party contributions to our total net sales for the periods indicated below were as follows:

	Three Months Ended
	July 1, 2012			July 3, 2011
Future		34	%		32	%

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Commitments and Contingencies (Details Textual)	3 Months Ended
	Jul. 01, 2012
Custom and application specific products [Member]
Commitments and Contingencies (Textual) [Abstract]
Product warranty period	12 months
Standard Products [Member]
Commitments and Contingencies (Textual) [Abstract]
Product warranty period	90 days

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Cash, Cash Equivalents and Short-Term Marketable Securities (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jul. 01, 2012	Apr. 01, 2012
Investment assets, measured at fair value on a recurring basis
Investment assets	$ 191,110	$ 190,756
Percentage of total investment assets	100.00%	100.00%
Level 1 [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	23,973	19,370
Level 2 [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	167,137	171,386
Money market funds [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	6,222	3,088
Percentage of total investment assets	3.00%	2.00%
Money market funds [Member] | Level 1 [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	6,222	3,088
U.S. government and agency securities [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	47,270	44,826
Percentage of total investment assets	25.00%	23.00%
U.S. government and agency securities [Member] | Level 1 [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	17,751	16,282
Corporate bonds and notes [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	67,009	69,234
Percentage of total investment assets	35.00%	36.00%
Corporate bonds and notes [Member] | Level 2 [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	67,009	69,234
Asset-backed securities [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	27,433	26,364
Percentage of total investment assets	14.00%	14.00%
Asset-backed securities [Member] | Level 2 [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	27,433	26,364
Mortgage-backed securities [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	43,176	47,244
Percentage of total investment assets	23.00%	25.00%
Mortgage-backed securities [Member] | Level 2 [Member]
Investment assets, measured at fair value on a recurring basis
Investment assets	$ 43,176	$ 47,244

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Commitments and Contingencies

3 Months Ended

Jul. 01, 2012

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 14. COMMITMENTS AND CONTINGENCIES

In 1986, Micro Power Systems Inc. (“MPSI”), a subsidiary that we acquired in June 1994, identified low-level groundwater contamination at its principal manufacturing site. The area and extent of the contamination appear to have been defined. MPSI previously reached an agreement with a prior tenant to share in the cost of ongoing site investigations and the operation of remedial systems to remove subsurface chemicals. The frequency and number of wells monitored at the site was reduced with prior regulatory approval for a plume stability analysis as an initial step towards site closure. No significant rebound concentrations have been observed. The groundwater treatment system remains shut down. In July 2008, we evaluated the effectiveness of the plume stability and decided to initiate an alternative treatment program to pursue a no further action order for the site. In April 2012, the San Francisco Bay Regional Water Quality Control Board approved our application for low-threat closure and rescinded the previous cleanup order. We are now in the process of negotiating a deed restriction for the site and sealing the monitoring wells before the San Francisco Bay Regional Water Quality Control Board issues a No Further Action letter.

Outstanding liabilities for remediation activities, net of payments consisted of the following as of the dates indicated (in thousands):

	July 1, 2012		April 1, 2012
Liabilities for remediation activities	$	57	$	65

In a letter dated March 27, 2012, the Company was notified by the Alameda County Water District (“ACWD”) of the recent detection of volatile organic compounds at a site adjacent to a facility that was previously owned and occupied by Sipex Corporation. The letter was also addressed to prior and current property owners and tenants (collectively “property owners”). ACWD requested that the property owners carry out further site investigation activities to determine if the detected compounds are emanating from the site or simply flowing under it. In June 2012, the property owner filed with ACWD a report of its investigation/characterization activities and analytical data obtained. We have received correspondences from the California Department of Toxic Substance Control (“DTSC”) regarding its ongoing investigation of hazardous wastes and hazardous waste constituents at a former regulated treatment facility in San Jose, California. In 1985, MicroPower Systems, Inc. (“MPSI”) made two separate hazmat deliveries to the site. DTSC has requested that companies that had hazardous waste treated at the site participate in further assessment and remediation activities. Given that this matter is in the early stages of investigation and discussions are ongoing, we are unable to ascertain our exposure, if any.

Generally, we warrant all custom products and application specific products, including cards and boards, against defects in materials and workmanship for a period of 12 months and occasionally we may provide an extended warranty from the delivery date. We warrant all of our standard products against defects in materials and workmanship for a period of 90 days from the date of delivery. Reserve requirements are recorded in the period of sale and are based on an assessment of the products sold with warranty and historical warranty costs incurred. Our liability is generally limited to replacing, repairing or issuing credit, at our option, for the product if it has been paid for. The warranty does not cover damage which results from accident, misuse, abuse, improper line voltage, fire, flood, lightning or other damage resulting from modifications, repairs or alterations performed other than by us, or resulting from failure to comply with our written operating and maintenance instructions. Warranty expense has historically been immaterial for our products. The warranty liabilities related to our products as of July 1, 2012 and April 1, 2012 were immaterial.

In the ordinary course of business, we may provide for indemnification of varying scope and terms to customers, vendors, lessors, business partners, purchasers of assets or subsidiaries, and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements or representations and warranties made by us, services to be provided by us, intellectual property infringement claims made by third parties or, with respect to the sale of assets or a subsidiary, matters related to our conduct of the business and tax matters prior to the sale. In addition, we have entered into indemnification agreements with our directors and certain of our executive officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or executive officers. We maintain director and officer liability insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers, and former directors and officers of acquired companies, in certain circumstances.

It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, we have not incurred material costs as a result of obligations under these agreements and we have not accrued any liabilities related to such indemnification obligations in our consolidated financial statements.