8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

August 4, 2015

Date of Report (Date of earliest event reported)

Commission File No. 0-14225

EXAR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	94-1741481
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices, zip code)

(510) 668-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition

On August 4, 2015, Exar Corporation (the “Company”) issued a press release announcing its financial results for the first fiscal quarter ended June 28, 2015. A copy of each of the press release and the supplemental financial information and commentary by Ryan A. Benton, Senior Vice President, General and Administration Services and Chief Financial Officer of the Company regarding the Company’s first fiscal quarter ended June 28, 2015, is attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and is incorporated herein by reference.

The information in this Current Report on Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

The Company’s non-GAAP measures exclude charges related to stock-based compensation, amortization of acquired intangible assets and inventory step-up, impairment charges, technology licenses, restructuring charges and exit costs which include costs for personnel whose positions have been eliminated as part of a restructuring or are in the process of being eliminated as part of the discontinuation of a product line, provisions for dispute resolutions, merger and acquisition and related integration costs, certain income tax benefits and credits, certain warranty charges, net change in the fair value of contingent consideration, the write-down of deferred revenue under business combination accounting, and related income tax effects on certain excluded items. The Company excludes these items primarily because they are significant special expense and gain estimates, which management separates for consideration when evaluating and managing business operations. The Company’s management uses non-GAAP net income and non-GAAP earnings per share to evaluate its current operating results and financial results and to compare them against historical financial results. Additionally, we disclose below the non-GAAP measure of free cash flow, which is derived from our net cash provided (used) by operations, less purchases of fixed assets and IP, plus proceeds from the sale of IP. Management believes these non-GAAP measures are useful to investors because they are frequently used by securities analysts, investors and other interested parties in evaluating the Company and provides further clarity on its profitability.

In addition, the Company believes that providing investors with these non-GAAP measurements enhances their ability to compare the Company’s business against that of its many competitors who employ and disclose similar non-GAAP measures. This financial measure may be different from non-GAAP methods of accounting and reporting used by the Company’s competitors to the extent their non-GAAP measures include or exclude other items. The presentation of this additional information should not be considered a substitute for net income or net income per diluted share or other measures prepared in accordance with GAAP.

A supplemental reconciliation of GAAP financial measures to non-GAAP financial measures is included in the financial statements portion of the press release attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.

99.1	Press Release of Exar Corporation dated August 4, 2015
99.2	Supplemental Financial Information and Commentary

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	EXAR CORPORATION
	(Registrant)
Date: August 4, 2015	/s/    Ryan A. Benton
	Ryan A. Benton
	Senior Vice President, General and Administration Services and Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

Press Release

Exar Corporation Announces First Quarter Fiscal Year 2016 Financial Results

First Quarter Non-GAAP Operating Profit of $5.3 Million and EPS of $0.10

August 4, 2015, Fremont, CA - Exar Corporation (NYSE: EXAR) a leading supplier of analog mixed-signal semiconductor components and system solutions serving the industrial and embedded, high-end consumer and infrastructure markets, today announced financial results for the Company's first fiscal quarter of 2016, which ended on June 28, 2015.

First Quarter Fiscal Year 2016 Highlights

● For the first fiscal quarter, the Company reported revenue of $40.4 million, an increase of 24% versus the same quarter in the prior year. Prior year revenue has been adjusted to eliminate the impact of deferred revenue write-down under business combination accounting.

● On a non-GAAP basis, gross margin was 49.5%, and operating income was $5.3 million, or 13.0% of revenue. Non-GAAP earnings per diluted share (“EPS”) was $0.10, up from $0.02 in the prior year.

● GAAP gross margin was 43.1% and net operating loss was $2.3 million. GAAP loss per diluted share was $0.05.

Louis DiNardo, Exar’s President and CEO, commented, “Clearly the semiconductor industry was impacted in the June quarter by a weakening demand environment and resulting inventory correction, however we were able to meet our expectations for the quarter.” Mr. DiNardo continued, “While the near-term will likely be impacted by global uncertainties, we are confident in what we have achieved with new product development and innovative mixed signal solutions. This is evident as the new design wins for our advanced products are strong.” In the first quarter of fiscal 2016, the Company continued to introduce innovative new products and win major opportunities, including:

● Force Sensor Interface – The XR10910 Force Sensor Interface is a highly integrated analog sensor front end (AFE) that provides calibration of sensor outputs designed specifically for industrial and consumer force sensing applications. Mr. DiNardo commented, “The XR10910 is a ground-breaking product which puts us firmly ahead of our competition in the force sensing area. We have developed a healthy pipeline of opportunities for industrial applications and we have our first high profile design wins in the fast moving consumer field which will begin shipping this quarter.”

● Point-of-Load – The XR76203/05/08 are new additions to the PowerBlox^TM family, extending the input voltage of the portfolio to 40V to address industrial and automotive applications. The PowerBlox^TM portfolio of DC-DC regulators offers exceptional line regulation and efficiency, using Exar's proprietary emulated current mode Constant On-Time (COT) control loop and addressing industrial and computing markets. Mr. DiNardo commented, “We have secured our first major server design win with a 15 and 20A PowerBlox^TM solution and expect production to begin during the second half of the year.”

● Display Solutions – The iML2911 GVCOM^TM, common mode voltage amplifier, provides the next generation in performance and energy savings for tablets and notebooks. By offering a solution that adds two additional power supply voltages, the device results in a 50% saving of energy for still images and 25% to 30% savings for dynamic display images without affecting the quality. 

Mr. DiNardo continued, “While we see modest growth in end customer demand, our outlook in the near term reflects the macro economic uncertainties and resulting inventory correction.”

For the second quarter ending September 27, 2015, the Company expects revenue to decline sequentially 5% to 9%, non-GAAP Gross Margin to be in the range of 48% to 50%, and non-GAAP EPS on a fully diluted basis to be in the range of $0.06 to $0.09.   

Conference Call and Prepared Remarks

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

As previously scheduled, the conference call will begin today, August 4, 2015 at 4:45 pm EDT (1:45 p.m. PDT). The prepared remarks will not be read on the call. To access the conference call, please dial (719) 325-2308 or (888) 539-3678. In addition, a live webcast will be available on Exar's Investor webpage.

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

About Exar

Exar Corporation designs, develops and markets high performance integrated circuits and system solutions for the industrial & embedded systems communications, high-end consumer and infrastructure markets. Exar's broad product portfolio includes analog, display, LED lighting, mixed-signal, power management, connectivity, data management and video processing solutions. Exar has locations worldwide providing real-time customer support.

For more information, visit http://www.exar.com.

For Press Inquiries Contact: press@exar.com

For Investor Relations Contact: Ryan Benton, SVP, GA Services and CFO

Phone: (510) 668-7201

Email: investorrelations@exar.com

-Tables follow-

FINANCIAL COMPARISON

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

Non-GAAP Results	THREE MONTHS ENDED
	JUNE 28, 2015				MARCH 29, 2015				JUNE 29, 2014
Industrial & Embedded Systems	$	20,575	51	%	$	20,021	46	%	$	18,867	58	%
High-End Consumer		13,536	33	%		16,072	36	%		5,332	16	%
Infrastructure		6,311	16	%		7,764	18	%		8,428	26	%
Net Sales	$	40,422	100	%	$	43,857	100	%	$	32,627	100	%
Gross Profit	$	19,992	49.5	%	$	21,348	48.7	%	$	15,732	48.2	%
Operating Expenses	$	14,723	36.4	%	$	15,490	35.3	%	$	15,040	46.1	%
Income from operations	$	5,269	13.0	%	$	5,858	13.4	%	$	692	2.1	%
Net income	$	5,078	12.6	%	$	5,642	12.9	%	$	860	2.6	%
Net income per share
Basic	$	0.11			$	0.12			$	0.02
Diluted	$	0.10			$	0.11			$	0.02

GAAP Results	THREE MONTHS ENDED
	JUNE 28, 2015					MARCH 29, 2015					JUNE 29, 2014
Industrial & Embedded Systems	$	20,575		51	%	$	20,021		46	%	$	18,867		61	%
High-End Consumer		13,536		33	%		16,072		36	%		3,424		11	%
Infrastructure		6,311		16	%		7,764		18	%		8,428		28	%
Net Sales	$	40,422		100	%	$	43,857		100	%	$	30,719		100	%
Gross Profit	$	17,437		43.1	%	$	17,948		40.9	%	$	10,956		35.7	%
Operating Expenses	$	19,776		48.9	%	$	20,294		46.3	%	$	22,308		72.6	%
Income (loss) from operations	$	(2,339	)	-5.8	%	$	(2,346	)	-5.3	%	$	(11,352	)	-37.0	%
Net income (loss)	$	(2,510	)	-6.2	%	$	(2,914	)	-6.6	%	$	(12,105	)	-39.4	%
Net income (loss) per share
Basic	$	(0.05	)			$	(0.06	)			$	(0.26	)
Diluted	$	(0.05	)			$	(0.06	)			$	(0.26	)

Except for historical information contained herein, this press release and matters discussed on the conference call contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In particular, the statements regarding the demand for our products and the anticipated trends in our sales and profits, future opportunities that are available to the Company, the Company’s financial outlook expectations for the second quarter ending September 27, 2015, existence of any viable strategic alternatives and whether any future decisions by the Company will enhance stockholder value, are forward-looking statements. The forward-looking statements are dependent on certain risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed herein. For a discussion of these risks and uncertainties, the Company urges investors to review in detail the risks and uncertainties and other factors described in its Securities and Exchange Commission, or SEC, filings, including, but not limited to, the “Risk Factors”, “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our public reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 29, 2015, which is on file with the SEC and available on our Investor webpage and on the SEC website at www.sec.gov, and the risks and uncertainties of whether any strategic alternative will be identified by the Board of Directors, whether it will be pursued, whether it will receive Board of Directors and stockholder approval if necessary, whether it will be consummated and, if consummated, whether it will enhance value for all stockholders of Exar. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

There can be no assurance that Exar’s review of strategic alternatives will result in any specific action. Exar does not currently intend to disclose further developments with respect to this process unless and until its Board of Directors approves a specific action or otherwise concludes the review of strategic alternatives.

The Company’s non-GAAP measures exclude charges related to stock-based compensation, amortization of acquired intangible assets and inventory step-up, impairment charges, technology licenses, restructuring charges and exit costs which include costs for personnel whose positions have been eliminated as part of a restructuring or are in the process of being eliminated as part of the discontinuation of a product line, provisions for dispute resolutions, merger and acquisition and related integration costs, certain income tax benefits and credits, certain warranty charges, net change in the fair value of contingent consideration, the write-down of deferred revenue under business combination accounting, and related income tax effects on certain excluded items. The Company excludes these items primarily because they are significant special expense and gain estimates, which management separates for consideration when evaluating and managing business operations. The Company’s management uses non-GAAP net income and non-GAAP earnings per share to evaluate its current operating results and financial results and to compare them against historical financial results.  Additionally, we disclose below the non-GAAP measure of free cash flow, which is derived from our net cash provided (used) by operations, less purchases of fixed assets and IP, plus proceeds from the sale of IP. Management believes these non-GAAP measures are useful to investors because they are frequently used by securities analysts, investors and other interested parties in evaluating the Company and provides further clarity on its profitability.

In addition, the Company believes that providing investors with these non-GAAP measurements enhances their ability to compare the Company’s business against that of its many competitors who employ and disclose similar non-GAAP measures.  This financial measure may be different from non-GAAP methods of accounting and reporting used by the Company’s competitors to the extent their non-GAAP measures include or exclude other items.  The presentation of this additional information should not be considered a substitute for net income or net income per diluted share or other measures prepared in accordance with GAAP.

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	THREE MONTHS ENDED
	JUNE 28,			MARCH 29,			JUNE 29,
	2015			2015			2014
Net sales	$	29,045		$	33,805		$	21,698
Net sales, related party		11,377			10,052			9,021
Total net sales		40,422			43,857			30,719
Cost of sales:
Cost of sales (1)		15,581			19,012			12,353
Cost of sales, related party		4,916			3,951			3,838
Amortization of purchased intangible assets and inventory step-up cost		2,468			2,525			3,545
Restructuring charges and exit costs		-			1,213			27
Warranty reserve		20			(792	)		-
Total cost of sales		22,985			25,909			19,763
Gross profit		17,437			17,948			10,956
Operating expenses:
Research and development (2)		9,477			8,517			8,481
Selling, general and administrative (3)		10,299			10,845			10,208
Merger and acquisition costs		-			393			4,050
Impairment of intangible assets		-			539			-
Net change in fair value of contingent consideration		-			-			(431	)
Total operating expenses		19,776			20,294			22,308
Loss from operations		(2,339	)		(2,346	)		(11,352	)
Other income and expense, net:
Interest income and other, net		(14	)		16			290
Interest expense		(52	)		(56	)		(486	)
Impairment of long term investment		-			(509	)		-
Total other income and expense, net		(66	)		(549	)		(196	)
Loss before income taxes		(2,405	)		(2,895	)		(11,548	)
Provision for income taxes		105			19			692
Net loss before noncontrolling interest		(2,510	)		(2,914	)		(12,240	)
Net loss attributable to noncontrolling interest		-			-			135
Net loss attributable to Exar	$	(2,510	)	$	(2,914	)	$	(12,105	)
Net loss per share:
Basic	$	(0.05	)	$	(0.06	)	$	(0.26	)
Diluted	$	(0.05	)	$	(0.06	)	$	(0.26	)
Shares used in the computation of net loss per share:
Basic		47,927			47,516			47,236
Diluted		47,927			47,516			47,236
(1) Stock-based compensation included in cost of sales	$	87		$	122		$	260
(2) Stock-based compensation included in R&D		449			537			812
(3) Stock-based compensation included in SG&A		1,401			2,006			2,055

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	JUNE 28,		MARCH 29,		JUNE 29,
	2015		2015		2014
ASSETS
Current assets:
Cash and cash equivalents	$	55,760	$	55,233	$	123,161
Restricted cash		-		-		26,000
Accounts receivable, net		25,434		27,459		26,596
Accounts receivable, related party, net		541		1,663		2,524
Inventories		33,333		30,767		31,988
Other current assets		3,973		3,090		5,717
Total current assets		119,041		118,212		215,986
Property, plant and equipment, net		24,637		26,077		20,644
Goodwill		44,871		44,871		45,017
Intangible assets, net		82,732		86,102		109,041
Other non-current assets		7,821		7,838		1,448
Total assets	$	279,102	$	283,100	$	392,136
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	16,437	$	13,526	$	15,883
Accrued compensation and related benefits		4,736		5,649		6,271
Deferred income and allowances on sales to distributors		3,597		3,362		3,737
Deferred income and allowances on sales to distributors, related party		3,596		6,982		9,962
Short-term debt financing		-		-		65,000
Other current liabilities		20,124		21,287		16,257
Total current liabilities		48,490		50,806		117,110
Long-term lease financing obligations		4,629		5,069		40
Other non-current obligations		4,420		4,393		10,651
Total liabilities		57,539		60,268		127,801
Stockholders' equity:
Exar Corporation stockholders' equity		221,563		222,832		246,598
Noncontrolling interest		-		-		17,737
Total stockholders' equity and noncontrolling interest		221,563		222,832		264,335
Total liabilities, stockholders' equity and noncontrolling interest	$	279,102	$	283,100	$	392,136

EXAR CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except per share amounts)

(Unaudited) 

	THREE MONTHS ENDED
	JUNE 28,			MARCH 29,			JUNE 29,
	2015			2015			2014
GAAP net sales	$	40,422		$	43,857		$	30,719
Deferred revenue write-down		-			-			1,908
Non-GAAP net sales	$	40,422		$	43,857		$	32,627
GAAP gross profit	$	17,437		$	17,948		$	10,956
GAAP gross margin		43.1	%		40.9	%		35.7	%
Stock-based compensation		87			122			260
Amortization of purchased intangible assets and inventory step-up cost		2,468			2,525			3,545
Warranty Reserve		-			(460	)		-
Deferred revenue write-down and associated costs		-			-			944
Restructuring charges and exit costs		-			1,213			27
Non-GAAP gross profit	$	19,992		$	21,348		$	15,732
Non-GAAP gross margin		49.5	%		48.7	%		48.2	%
GAAP operating expenses	$	19,776		$	20,294		$	22,308
Stock-based compensation - R&D		449			537			812
Stock-based compensation - SG&A		1,401			2,006			2,055
Amortization of purchased intangible assets		898			792			413
Impairment of intangibles		-			539			-
Restructuring charges and exit costs, net		1,637			537			369
Merger and acquisition costs		668			393			4,050
Net change in fair value of contingent consideration		-			-			(431	)
Non-GAAP operating expenses	$	14,723		$	15,490		$	15,040
GAAP operating loss	$	(2,339	)	$	(2,346	)	$	(11,352	)
Stock-based compensation		1,937			2,665			3,127
Amortization of purchased intangible assets and inventory step-up cost		3,366			3,317			3,958
Warranty Reserve		-			(460	)		-
Deferred revenue write-down and associated costs		-			-			944
Impairment of intangibles		-			539			-
Restructuring charges and exit costs, net		1,637			1,750			396
Merger and acquisition costs		668			393			4,050
Net change in fair value of contingent consideration		-			-			(431	)
Non-GAAP operating income	$	5,269		$	5,858		$	692
GAAP net loss	$	(2,510	)	$	(2,914	)	$	(12,105	)
Stock-based compensation		1,937			2,665			3,127
Amortization of purchased intangible assets and inventory step-up cost		3,366			3,317			3,958
Warranty Reserve		-			(460	)		-
Deferred revenue write-down and associated costs		-			-			944
Impairment Charges		-			1,048			-
Restructuring charges and exit costs, net		1,637			1,750			396
Merger and acquisition costs		668			393			4,497
Net change in fair value of contingent consideration		-			-			(431	)
Net loss attributable to noncontrolling interest		-			-			(135	)
Income tax effects		(20	)		(157	)		609
Non-GAAP net income attributable to Exar	$	5,078		$	5,642		$	860
GAAP net loss per share
Basic	$	(0.05	)	$	(0.06	)	$	(0.26	)
Diluted	$	(0.05	)	$	(0.06	)	$	(0.26	)
Non-GAAP net income per share
Basic	$	0.11		$	0.12		$	0.02
Diluted	$	0.10		$	0.11		$	0.02
Shares used in the computation of Non-GAAP net income per share:
Basic		47,927			47,516			47,236
Diluted		50,167			49,877			49,826
Net cash provided (used) by operations	$	1,562		$	2,370		$	(8,137	)
Less purchases of fixed assets and IP		(105	)		(1,478	)		(551	)
Free cash flow	$	1,457		$	892		$	(8,688	)

 # # #

EX-99.2

Exhibit 99.2

EXAR CORPORATION FIRST QUARTER FISCAL 2016 EARNINGS ANNOUNCEMENT PREPARED CONFERENCE CALL REMARKS

Exar Corporation is providing a copy of these prepared remarks in combination with our fiscal year 2016 first quarter press release in order to provide shareholders and analysts with additional time and detail for analyzing our financial results in advance of our quarterly conference call. The conference call will begin today, August 4, 2015 at 4:45 p.m. EDT (1:45 p.m. PDT). To access the conference call, please dial (719) 325-2308 or (888) 539-3678.  In addition, a live webcast will be available on Exar's Investor webpageand an archive of the conference call webcast will be available after the conclusion of the conference call.

Please see the section “Discussion of Non-GAAP Financial Measures” later in this document for more details on non-GAAP data. Investors should also refer to the reconciliation of Non-GAAP Results to GAAP Results, which is contained in our press release.

Discussion of Business and Non-GAAP Financial Highlights

Today we reported the following non-GAAP results for our first quarter fiscal 2016:

● Revenue was $40.4 million, up 24% from $32.6 million a year ago, and down 8% from $43.9 million last quarter.

● Gross Profit was $20.0 million, up 27% from $15.7 million a year ago, and down 6% from $21.3 million last quarter.

● Gross Margin was 49.5%, up 130 basis points from 48.2% a year ago, and up 80 basis points from 48.7% last quarter.

● Operating Income was $5.3 million, up materially from $0.7 million a year ago, and down 10% from $5.9 million last quarter.

● Net Income was $5.1 million, up 490% from $0.9 million a year ago, and down 10% from $5.6 million last quarter.

● EPS was $0.10 per diluted share, up 400% from $0.02 a year ago, and down 9% versus $0.11 last quarter.

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

	Three Months Ended
	June 28, 2015				March 29, 2015				June 29, 2014
Net Sales:
Industrial & Embedded	$	20,575	51	%	$	20,021	46	%	$	18,867	58	%
High-End Consumer		13,536	33	%		16,072	36	%		5,332	16	%
Infrastructure		6,311	16	%		7,764	18	%		8,428	26	%
Total	$	40,422	100	%	$	43,857	100	%	$	32,627	100	%

Industrial and Embedded (or “I&E”). In the first quarter, I&E revenue was 51% of sales. Q1 I&E sales of $20.6 million increased 3% when compared to the $20.0 million reported in the fourth quarter of fiscal 2015. This increase was largely attributable to an increase in interface product sales. A decline in Video Processor product sales was offset by increased IP sales.

High-End Consumer (or “HeC”). In the first quarter, HeC revenue was 33% of sales, or $13.5 million, down 16% sequentially as compared to the $16.1 million reported in the fourth quarter of fiscal 2015. This sequential decline was attributable to softness in the China and Korea display markets.

Page 1 of 4

Infrastructure. In the first quarter, Infrastructure revenue was 16% of sales, or $6.3 million, down 19% sequentially. The sequential decline was principally a result of a reduction in communication sales.

Discussion of Non-GAAP Gross Margins, Operating Expenses, and Operating Margins

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

	Three Months Ended
	June 28, 2015				March 29, 2015				June 29, 2014
Net Sales:	$	40,422	100	%	$	43,857	100	%	$	32,627	100	%
Cost of Sales		20,430	51	%		22,509	51	%		16,895	52	%
Gross Margin	$	19,992	49	%	$	21,348	49	%	$	15,732	48	%
Operating Expenses		14,723	36	%		15,490	35	%		15,040	46	%
Operating Income	$	5,269	13	%	$	5,858	13	%	$	692	2	%

Gross Margin

On a non-GAAP basis, first quarter gross margin was 49.5%, compared with fourth quarter gross margin of 48.7%. This equates to a gross profit of $20.0 million for the first quarter, compared with $21.3 million last quarter.

Operating Expenses

Operating expenses declined 5% sequentially in the first fiscal quarter from $15.5 million to $14.7 million. First quarter R&D expenses were $7.4 million, down 7% sequentially as compared with the $7.9 million reported in the fourth quarter. SG&A expenses were $7.3 million, down 3% sequentially as compared with the $7.6 million reported in the fourth quarter. Operating expenses do not include charges for personnel whose positions have been eliminated as part of a restructuring or whose principal activities support the Data Compression product line, which the Company intends to divest or curtail its investment in.

Operating Margin

In the first quarter, operating income and operating margin were $5.3 million and 13.0%, respectively, compared to $5.9 million and 13.4% in the fourth quarter.

Discussion of Non-GAAP Net Income/EPS and Capital Structure

Net Income

First quarter non-GAAP net income was $5.1 million, compared with $5.6 million for the fourth quarter.

EPS

First quarter non-GAAP earnings per fully diluted share was $0.10, compared with the $0.11 reported last quarter.

Capital Structure

The number of shares used in the first quarter calculation of non-GAAP results was 50.2 million shares, up from 49.9 million shares. We did not repurchase any shares during the first quarter.

Discussion of GAAP Operating Results

The Company’s non-GAAP measures exclude certain recurring charges, such as stock-based compensation, amortization and impairment of acquired intangible assets, as well as certain one-time or non-recurring charges, such as charges from restructuring. Please see the section “Discussion of Non-GAAP Financial Measures” later in this document for more details on non-GAAP data.

Page 2 of 4

In the first quarter, we took charges of $3.4 million related to amortization charges; $1.9 million related to stock-based compensation; $1.6 million related to ongoing restructuring activities; and $0.7 million related to mergers & acquisition activities.

As a result, on a GAAP basis, first quarter gross margin was 43.1%, up from fourth quarter gross margin of 40.9%. GAAP operating expenses for the first quarter were $19.8 million, compared with $20.3 million reported last quarter.

First quarter GAAP net loss was $2.5 million, or a loss of $0.05 per share, as compared with GAAP net loss of $2.9 million reported in the fourth quarter, or a loss of $0.06 per share.

Balance Sheet and Cash Flow Highlights

Cash and Equivalents

We ended the first fiscal quarter with $55.8 million in cash and cash equivalents, up from $55.2 million in the fourth quarter.

Accounts Receivable

First quarter accounts receivable decreased to $26.0 million from $29.1 million last quarter. In the first quarter, DSO was 58 days, compared to 61 days last quarter.

Inventory

First quarter net inventory increased to $33.3 million, compared with $30.8 million in the fourth quarter. This increase was principally attributable to lower than expected display sales. In the first quarter, excluding the Data Compression product line, which the Company intends to divest or curtail its investment in, Days Inventory was 125 days, compared to 110 days last quarter.

Deferred Margin

First quarter deferred margin decreased to $7.2 million, compared with $10.3 million in the fourth quarter and $13.7 million a year ago. Deferred margin has declined as our distribution partners look to reduce inventory and we move our commodity business to market price programs.

Cash Flow

First quarter total depreciation and amortization was $5.0 million, of which $1.6 million was included in the non-GAAP results. This translates to a Non-GAAP EBITDA of $6.9 million for the first quarter 2016. Operating cash flow for the first quarter was an inflow of $1.6 million.

Discussion of Q2 Fiscal 2016 Estimates and Outlook

For the second quarter ending September 27, 2015, the Company expects revenue to decline sequentially 5% to 9%, non-GAAP Gross Margin to be in the range of 48% to 50%, and non-GAAP EPS on a fully diluted basis to be in the range of $0.06 to $0.09.

Safe Harbor and Forward-Looking Statements

Except for historical information contained herein, the accompanying press release, prepared presentation materials, and matters discussed on the conference call contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In particular, the statements regarding the demand for our products and the anticipated trends in our sales and profits, future opportunities that are available to the Company, the Company’s financial outlook expectations for the second quarter ending September 27, 2015, existence of any viable strategic alternatives and whether any future decisions by the Company will enhance stockholder value, are forward-looking statements. The forward-looking statements are dependent on certain risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed herein. For a discussion of these risks and uncertainties, the Company urges investors to review in detail the risks and uncertainties and other factors described in its Securities and Exchange Commission, or SEC, filings, including, but not limited to, the “Risk Factors”, “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our public reports filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 29, 2015 which is on file with the SEC and are available on our Investor webpage and on the SEC website at www.sec.gov, and the risks and uncertainties of whether any strategic alternative will be identified by the Board of Directors, whether it will be pursued, whether it will receive Board of Directors and stockholder approval if necessary, whether it will be consummated and, if consummated, whether it will enhance value for all stockholders of Exar. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Page 3 of 4

There can be no assurance that Exar’s review of strategic alternatives will result in any specific action. Exar does not currently intend to disclose further developments with respect to this process unless and until its Board of Directors approves a specific action or otherwise concludes the review of strategic alternatives.

Discussion of Non-GAAP Financial Measures

The Company’s non-GAAP measures exclude charges related to stock-based compensation, amortization of acquired intangible assets and inventory step-up, impairment charges, technology licenses, restructuring charges and exit costs which include costs for personnel whose positions have been eliminated as part of a restructuring or are in the process of being eliminated as part of the discontinuation of a product line, provisions for dispute resolutions, merger and acquisition and related integration costs, certain income tax benefits and credits, certain warranty charges, net change in the fair value of contingent consideration, the write-down of deferred revenue under business combination accounting, and related income tax effects on certain excluded items. The Company excludes these items primarily because they are significant special expense and gain estimates, which management separates for consideration when evaluating and managing business operations. The Company’s management uses non-GAAP net income and non-GAAP earnings per share to evaluate its current operating results and financial results and to compare them against historical financial results.  Additionally, we disclose below the non-GAAP measure of free cash flow, which is derived from our net cash provided (used) by operations, less purchases of fixed assets and IP, plus proceeds from the sale of IP. Management believes these non-GAAP measures are useful to investors because they are frequently used by securities analysts, investors and other interested parties in evaluating the Company and provides further clarity on its profitability.

In addition, the Company believes that providing investors with these non-GAAP measurements enhances their ability to compare the Company’s business against that of its many competitors who employ and disclose similar non-GAAP measures.  This financial measure may be different from non-GAAP methods of accounting and reporting used by the Company’s competitors to the extent their non-GAAP measures include or exclude other items.  The presentation of this additional information should not be considered a substitute for net income or net income per diluted share or other measures prepared in accordance with GAAP.

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

Page 4 of 4