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

February 3, 2016

Date of Report (Date of earliest event reported)

Commission File No. 0-14225

EXAR CORPORATION

(Exact name of registrant as specified in its charter)

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

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices, zip code)

(510) 668-7000

(Registrant’s telephone number, including area code)

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

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

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

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

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

Item 2.02.  Results of Operations and Financial Condition

On February 3, 2016, Exar Corporation (the “Company”) issued a press release announcing its financial results for the third fiscal quarter ended December 27, 2015. A copy of each of the press release and the supplemental financial information and commentary by Ryan A. Benton, Senior Vice President and Chief Financial Officer of the Company regarding the Company’s third fiscal quarter ended December 27, 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, accruals for and proceeds received from dispute resolutions and patent litigation, 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.  However, the manner in which we calculate these non-GAAP financial measures 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 material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures may not reflect the full economic impact of Exar’s activities. Accordingly, investors are cautioned not to place undue reliance on non-GAAP information. 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 February 3, 2016
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: February 3, 2016	/s/    Ryan A. Benton
	Ryan A. Benton
	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Exar Corporation dated February 3, 2016
99.2	Supplemental Financial Information and Commentary

EX-99.1

Exhibit 99.1

Press Release

Exar Corporation Announces Third Quarter Fiscal Year 2016 Financial Results

Third Quarter Non-GAAP Operating Profit of $3.5 Million and Non-GAAP EPS of $0.07

Fremont, CA - February 3, 2016 - Exar Corporation (NYSE: EXAR) a leading supplier of analog mixed-signal semiconductor components and system solutions serving the industrial, high-end consumer and infrastructure markets, today announced financial results for the Company's third fiscal quarter of 2016, which ended on December 27, 2015.

Richard Leza, Exar’s Chairman and interim President and CEO, commented, “As expected, we delivered solid non-GAAP results within our revenue and EPS expectation ranges. Non-GAAP gross margin improved sequentially as we start to see the benefits of our strategic manufacturing cost-down initiatives and this improvement was augmented by further reductions in operating expenses.” Mr. Leza continued, “Our new focused initiatives have restored confidence in the Exar brand, paving the way for revenue growth and higher levels of profitability. This strategy has resulted in improved engagements with our top customers, incremental and improved design activity, and increased profitability.”

Third Quarter Fiscal Year 2016 Highlights

The following highlights the Company's financial performance on both a GAAP and supplemental non-GAAP basis. The Company provides supplemental information regarding its operating performance on a non-GAAP basis that excludes certain gains, losses, and charges, which either occur relatively infrequently or which management considers to be outside our core operating results. Non-GAAP results are not in accordance with GAAP and may not be comparable to non-GAAP information provided by other companies. Non-GAAP information should be considered a supplement to, not a substitute for, financial statements prepared in accordance with GAAP. A complete reconciliation of GAAP to non-GAAP results from continuing operations is attached to this press release.

Third Quarter Fiscal Year 2016 Highlights on a Non-GAAP Basis:

● Quarterly revenues of $37.4 million increased $0.2 million or 1% from the previous quarter's revenue of $37.2 million and decreased $6.9 million or 16% from $44.3 million reported a year ago.

● Gross margin of 46.1% increased from the 45.6% from the previous quarter and decreased from the 49.6% reported a year ago.

● Operating expenses of $13.7 million decreased $0.3 million or 2% from the previous quarter’s expenses of $14.1 million and $2.7 million or 16% from the same quarter a year ago.

● Net income of $3.4 million increased $0.6 million or 23% from the previous quarter’s net income of $2.8 million and decreased $2.0 million or 37% from the third quarter of fiscal year 2015.

● Diluted earnings per share of $0.07 increased $0.01 per share from the previous quarter and decreased from $0.11 per share in the third quarter of fiscal year 2015.

Third Quarter Fiscal Year 2016 Highlights on a GAAP Basis:

● Quarterly revenues for the third quarter of fiscal year 2016 were $37.4 million.

● Gross margin of 39.2% increased from the 38.1% reported in the third quarter of fiscal year 2015 and increased from the 36.4% reported a quarter ago.

● Operating expenses of $21.5 million decreased $1.9 million from the same quarter a year ago and increased $3.6 million from the previous quarter’s expenses of $17.9 million.

● Net loss of $7.1 million compared to the previous quarter’s $4.2 million net loss and a $6.6 million net loss a year ago.

● Loss per share of $0.15 compared with $0.09 a quarter ago and $0.14 a year ago.

● GAAP results were impacted by charges of (i) $6.4 million related to amortization and impairment of intangibles, (ii) $1.5 million accrual for settlement and legal fees related to patent litigation, (iii) $1.5 million related to ongoing restructuring activities and (iv) $1.0 million related to stock-based compensation.

Fourth Quarter of Fiscal Year 2016 Non-GAAP Guidance

Mr. Leza continued, “While the macroeconomic environment has given the industry mixed signals, we expect the fiscal year 2016 to finish strong. Our fourth quarter guidance reflects our improved focus and better execution.”

For the fourth quarter ending March 27, 2016, the Company expects revenue to be flat to up 5% sequentially, non-GAAP gross margin to be in the range of 47% to 49%, and non-GAAP EPS on a fully diluted basis to increase to the range of $0.08 to $0.10.

Conference Call and Prepared Remarks

Exar is providing a copy of prepared remarks in conjunction 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, February 3, 2016 at 4:45 p.m. EST (1:45 p.m. PST). To access the conference call, please dial (918) 534-8424 or (844) 359-0802. The passcode for the live call is 19280332. 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, 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.

Forward-Looking Statements Safe Harbor Disclosure

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 impact of new focused initiatives paving the way for revenue growth and higher levels of profitability, and the Company’s financial outlook expectations for the fourth quarter and year ending March 27, 2016, respectively, are forward-looking statements. The forward-looking statements are subject to 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 (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.

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

For Press Inquiries Contact: press@exar.com

For Investor Relations Contact: Ryan Benton, SVP 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												NINE MONTHS ENDED
	DECEMBER 27, 2015				SEPTEMBER 27, 2015				DECEMBER 28, 2014				DECEMBER 27, 2015				DECEMBER 28, 2014
Industrial	$	18,339	49	%	$	17,925	48	%	$	20,506	46	%	$	56,839	49	%	$	59,029	49	%
High-End Consumer		13,207	35	%		13,163	35	%		16,202	37	%		39,906	35	%		37,896	32	%
Infrastructure		5,893	16	%		6,154	17	%		7,607	17	%		18,358	16	%		23,339	19	%
Net Sales	$	37,439	100	%	$	37,242	100	%	$	44,315	100	%	$	115,103	100	%	$	120,264	100	%
Gross Profit	$	17,264	46.1	%	$	16,974	45.6	%	$	21,971	49.6	%	$	54,230	47.1	%	$	57,986	48.2	%
Operating Expenses	$	13,728	36.7	%	$	14,072	37.8	%	$	16,403	37.0	%	$	42,523	36.9	%	$	49,240	40.9	%
Income from operations	$	3,536	9.4	%	$	2,902	7.8	%	$	5,568	12.6	%	$	11,707	10.2	%	$	8,746	7.3	%
Net income	$	3,399	9.1	%	$	2,768	7.4	%	$	5,415	12.2	%	$	11,245	9.8	%	$	8,771	7.3	%
Net income per share
Basic	$	0.07			$	0.06			$	0.11			$	0.23			$	0.19
Diluted	$	0.07			$	0.06			$	0.11			$	0.23			$	0.18

GAAP Results	THREE MONTHS ENDED															NINE MONTHS ENDED
	DECEMBER 27, 2015					SEPTEMBER 27, 2015					DECEMBER 28, 2014					DECEMBER 27, 2015					DECEMBER 28, 2014
Industrial	$	18,339		49	%	$	15,425		44	%	$	20,506		46	%	$	54,339		48	%	$	59,029		50	%
High-End Consumer		13,207		35	%		13,163		38	%		16,202		37	%		39,906		36	%	$	35,825		30	%
Infrastructure		5,893		16	%		6,154		18	%		7,607		17	%		18,358		16	%	$	23,339		20	%
Net Sales	$	37,439		100	%	$	34,742		100	%	$	44,315		100	%	$	112,603		100	%	$	118,193		100	%
Gross Profit	$	14,692		39.2	%	$	12,656		36.4	%	$	16,890		38.1	%	$	44,785		39.8	%	$	31,978		27.1	%
Operating Expenses	$	21,545		57.5	%	$	17,907		51.5	%	$	23,425		52.9	%	$	59,228		52.6	%	$	72,695		61.5	%
Loss from operations	$	(6,853	)	-18.3	%	$	(5,251	)	-15.1	%	$	(6,535	)	-14.7	%	$	(14,443	)	-12.8	%	$	(40,717	)	-34.4	%
Net loss	$	(7,137	)	-19.1	%	$	(4,197	)	-12.1	%	$	(6,599	)	-14.9	%	$	(13,844	)	-12.3	%	$	(42,056	)	-35.6	%
Net loss per share
Basic	$	(0.15	)			$	(0.09	)			$	(0.14	)			$	(0.29	)			$	(0.89	)
Diluted	$	(0.15	)			$	(0.09	)			$	(0.14	)			$	(0.29	)			$	(0.89	)

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, accruals for and proceeds received from dispute resolutions and patent litigation, 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.  However, the manner in which we calculate these non-GAAP financial measures 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 material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures may not reflect the full economic impact of Exar’s activities. Accordingly, investors are cautioned not to place undue reliance on non-GAAP information. 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									NINE MONTHS ENDED
	DECEMBER 27,			SEPTEMBER 27,			DECEMBER 28,			DECEMBER 27,			DECEMBER 28,
	2015			2015			2014			2015			2014
Net sales	$	29,013		$	26,037		$	35,919		$	84,095		$	91,986
Net sales, related party		8,426			8,705			8,396			28,508			26,207
Total net sales		37,439			34,742			44,315			112,603			118,193
Cost of sales:
Cost of sales (1)		16,261			16,447			19,741			48,309			51,841
Cost of sales, related party		4,025			3,906			3,099			12,847			10,408
Amortization of purchased intangible assets and inventory step-up costs		2,461			2,493			2,533			7,422			9,215
Restructuring charges and exit costs		-			740			2,052			740			6,384
Proceeds from legal settlement		-			(1,500	)		-			(1,500	)		-
Impairment of intangibles		-			-			-			-			8,367
Total cost of sales		22,747			22,086			27,425			67,818			86,215
Gross profit		14,692			12,656			16,890			44,785			31,978
Operating expenses:
Research and development (2)		7,230			7,499			10,035			24,206			28,647
Selling, general and administrative (3)		10,280			9,092			11,793			29,665			33,467
Restructuring charges and exit costs		2,228			1,316			1,418			3,550			4,052
Merger and acquisition costs		-			-			179			-			6,955
Impairment of intangibles		1,807			-			-			1,807			3,917
Net change in fair value of contingent consideration		-			-			-			-			(4,343	)
Total operating expenses		21,545			17,907			23,425			59,228			72,695
Loss from operations		(6,853	)		(5,251	)		(6,535	)		(14,443	)		(40,717	)
Other income and expense, net:
Interest income and other, net		(7	)		(19	)		53			(40	)		520
Interest expense		(69	)		(49	)		(46	)		(170	)		(1,026	)
Total other income and expense, net		(76	)		(68	)		7			(210	)		(506	)
Loss before income taxes		(6,929	)		(5,319	)		(6,528	)		(14,653	)		(41,223	)
Provision for (benefit from) income taxes		208			(1,122	)		71			(809	)		870
Net loss before noncontrolling interest		(7,137	)		(4,197	)		(6,599	)		(13,844	)		(42,093	)
Net income (loss) attributable to noncontrolling interest		-			-			-			-			(37	)
Net loss attributable to Exar	$	(7,137	)	$	(4,197	)	$	(6,599	)	$	(13,844	)	$	(42,056	)
Net loss per share:
Basic	$	(0.15	)	$	(0.09	)	$	(0.14	)	$	(0.29	)	$	(0.89	)
Diluted	$	(0.15	)	$	(0.09	)	$	(0.14	)	$	(0.29	)	$	(0.89	)
Shares used in the computation of net loss per share:
Basic		48,386			48,121			47,119			48,146			47,165
Diluted		48,386			48,121			47,119			48,146			47,165
(1) Stock-based compensation included in cost of sales	$	104		$	85		$	496		$	276		$	983
(2) Stock-based compensation included in R&D		269			205			442			923			2,124
(3) Stock-based compensation included in SG&A		669			1,162			3,284			3,232			7,842

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS 

(In thousands)

(Unaudited)

	DECEMBER 27,		SEPTEMBER 27,		MARCH 29,
	2015		2015		2015
ASSETS
Current assets:
Cash and cash equivalents	$	53,449	$	53,484	$	55,233
Accounts receivable, net		27,079		26,527		27,459
Accounts receivable, related party, net		4,554		5,520		1,663
Inventories		28,659		32,398		30,767
Other current assets		2,018		2,515		3,090
Total current assets		115,759		120,444		118,212
Property, plant and equipment, net		21,567		23,327		26,077
Goodwill		44,871		44,871		44,871
Intangible assets, net		74,119		79,327		86,102
Other non-current assets		778		790		7,838
Total assets	$	257,094	$	268,759	$	283,100
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	13,234	$	16,545	$	13,526
Accrued compensation and related benefits		4,207		3,601		5,649
Deferred income and allowances on sales to distributors		2,479		2,595		3,362
Deferred income and allowances on sales to distributors, related party		4,141		4,156		6,982
Other current liabilities		12,421		15,306		21,287
Total current liabilities		36,482		42,203		50,806
Long-term lease financing obligations		1,714		4,188		5,069
Other non-current obligations		3,420		3,364		4,393
Total liabilities		41,616		49,755		60,268
Stockholders' equity		215,478		219,004		222,832
Total liabilities and stockholders' equity	$	257,094	$	268,759	$	283,100

EXAR CORPORATION AND SUBSIDIARIES

SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

(In thousands, except per share amounts)

(Unaudited)

	THREE MONTHS ENDED									NINE MONTHS ENDED
	DECEMBER 27,			SEPTEMBER 27,			DECEMBER 28,			DECEMBER 27,			DECEMBER 28,
	2015			2015			2014			2015			2014
GAAP net sales	$	37,439		$	34,742		$	44,315		$	112,603		$	118,193
Provision for dispute		-			2,500			-			2,500			-
Deferred revenue write-down		-			-			-			-			2,071
Non-GAAP net sales	$	37,439		$	37,242		$	44,315		$	115,103		$	120,264
GAAP gross profit	$	14,692		$	12,656		$	16,890		$	44,785		$	31,978
GAAP gross margin		39.2	%		36.4	%		38.1	%		39.8	%		27.1	%
Provision for dispute		-			2,500			-			2,500			-
Amortization of purchased intangible assets and inventory step-up costs		2,461			2,493			2,533			7,422			9,215
Restructuring charges and other non-GAAP exit costs, net		7			740			2,052			747			6,384
Stock-based compensation		104			85			496			276			983
Proceeds from legal settlement		-			(1,500	)		-			(1,500	)		-
Deferred revenue write-down and associated costs		-			-			-			-			1,059
Impairment of intangibles		-			-			-			-			8,367
Non-GAAP gross profit	$	17,264		$	16,974		$	21,971		$	54,230		$	57,986
Non-GAAP gross margin		46.1	%		45.6	%		49.6	%		47.1	%		48.2	%
GAAP operating expenses	$	21,545		$	17,907		$	23,425		$	59,228		$	72,695
Restructuring charges and other non-GAAP exit costs, net		2,639			1,316			1,418			5,592			4,052
Stock-based compensation - R&D		269			205			442			923			2,124
Stock-based compensation - SG&A		669			1,162			3,284			3,232			7,842
Amortization of purchased intangible assets		935			908			1,699			2,741			2,908
Accruals for legal settlement and associated costs		1,498			201			-			1,699			-
Merger and acquisition costs		-			43			179			711			6,955
Impairment of intangibles		1,807			-			-			1,807			3,917
Net change in fair value of contingent consideration		-			-			-			-			(4,343	)
Non-GAAP operating expenses	$	13,728		$	14,072		$	16,403		$	42,523		$	49,240
GAAP operating loss	$	(6,853	)	$	(5,251	)	$	(6,535	)	$	(14,443	)	$	(40,717	)
Amortization of purchased intangible assets and inventory step-up costs		3,396			3,401			4,232			10,163			12,123
Provision for dispute		-			2,500			-			2,500			-
Restructuring charges and other non-GAAP exit costs, net		2,646			2,056			3,470			6,339			10,436
Stock-based compensation		1,042			1,452			4,222			4,431			10,949
Merger and acquisition costs		-			43			179			711			6,955
Accruals for legal settlement and associated costs		1,498			(1,299	)		-			199			-
Deferred revenue write-down and associated costs		-			-			-			-			1,059
Impairment of intangibles		1,807			-			-			1,807			12,284
Net change in fair value of contingent consideration		-			-			-			-			(4,343	)
Non-GAAP operating income	$	3,536		$	2,902		$	5,568		$	11,707		$	8,746
GAAP net loss	$	(7,137	)	$	(4,197	)	$	(6,599	)	$	(13,844	)	$	(42,056	)
Amortization of purchased intangible assets and inventory step-up cost		3,396			3,401			4,232			10,163			12,123
Provision for dispute		-			2,500			-			2,500			-
Restructuring charges and other non-GAAP exit costs, net		2,668			2,056			3,470			6,361			10,436
Stock-based compensation		1,042			1,452			4,222			4,431			10,949
Merger and acquisition costs		-			43			189			711			7,867
Accruals for legal settlement and associated costs		1,498			(1,299	)		-			199			-
Deferred revenue write-down and associated costs		-			-			-			-			1,059
Impairment Charges		1,807			-			28			1,807			12,312
Net change in fair value of contingent consideration		-			-			-			-			(4,343	)
Net loss attributable to noncontrolling interest		-			-			-			-			(37	)
Income tax effects		125			(1,188	)		(127	)		(1,083	)		461
Non-GAAP net income attributable to Exar	$	3,399		$	2,768		$	5,415		$	11,245		$	8,771
GAAP net loss per share
Basic	$	(0.15	)	$	(0.09	)	$	(0.14	)	$	(0.29	)	$	(0.89	)
Diluted	$	(0.15	)	$	(0.09	)	$	(0.14	)	$	(0.29	)	$	(0.89	)
Non-GAAP net income per share
Basic	$	0.07		$	0.06		$	0.11		$	0.23		$	0.19
Diluted	$	0.07		$	0.06		$	0.11		$	0.23		$	0.18
Shares used in the computation of Non-GAAP net income per share:
Basic		48,386			48,121			47,119			48,146			47,165
Diluted		49,064			49,172			49,180			49,512			49,646
Net cash provided (used) by operations	$	1,081		$	(1,539	)	$	(5,914	)	$	1,104		$	(16,011	)
Less purchases of fixed assets and IP		(387	)		(462	)		(1,791	)		(954	)		(2,447	)
Free cash flow	$	694		$	(2,001	)	$	(7,705	)	$	150		$	(18,458	)

# # #

EX-99.2

Exhibit 99.2

EXAR CORPORATION THIRD QUARTER FISCAL YEAR 2016 EARNINGS ANNOUNCEMENT PREPARED CONFERENCE CALL REMARKS

Exar Corporation is providing a copy of these prepared remarks in conjunction with our fiscal year 2016 third 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, February 3, 2016 at 4:45 p.m. EST (1:45 p.m. PST). To access the conference call, please dial (918) 534-8424 or (844) 359-0802. The passcode for the live call is 19280332. In addition, a live webcast will be available on Exar's Investor webpage and 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 third quarter fiscal 2016:

● Revenue was $37.4 million, up 1% from $37.2 million last quarter, and down 16% from $44.3 million a year ago.

● Gross profit was $17.3 million, up 2% from $17.0 million last quarter, and down 21% from $22.0 million a year ago.

● Gross margin was 46.1%, up 54 basis points from 45.6% last quarter, and down 347 basis points from 49.6% a year ago.

● Operating income was $3.5 million, up 22% from $2.9 million last quarter, and down 36% from $5.6 million a year ago.

● Net income was $3.4 million, up 23% from $2.8 million last quarter, and down 37% from $5.4 million a year ago.

● EPS was $0.07 per diluted share, up 17% from $0.06 last quarter, and down 36% from $0.11 a year ago.

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
	December 27, 2015				September 27, 2015				December 28, 2014
Net Sales:
Industrial	$	18,339	49	%	$	17,925	48	%	$	20,506	46	%
High-End Consumer		13,207	35	%		13,163	35	%		16,202	37	%
Infrastructure		5,893	16	%		6,154	17	%		7,607	17	%
Total	$	37,439	100	%	$	37,242	100	%	$	44,315	100	%

Industrial. Third quarter Industrial revenue was 49% of sales, or $18.3 million, an increase of 2% when compared to the $17.9 million reported in the second quarter of fiscal 2016. This increase was attributable to an increase in video processor sales from a new customer and increased demand for our Interface products. Fourth quarter Industrial revenue is expected to decline on a percentage basis in mid-single digits sequentially as we are anticipating seasonally soft demand in Asia associated with Chinese New Year, along with an anticipated reduction in channel inventory.

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High-End Consumer (or “HeC”). In the third quarter, HeC revenue was 35% of sales, or $13.2 million, flat sequentially as compared to the $13.2 million reported in the second quarter of fiscal 2016. An increased focus on working capital management contributed to an overall reduction of net inventory, however this contributed to a higher than normal tabled backlog for HeC. Fourth quarter HeC revenue is expected to be flat to slightly up, impacted in part by the timing and size of certain display and personal electronics opportunities.

Infrastructure. In the third quarter, Infrastructure revenue was 16% of sales, or $5.9 million, down 4% sequentially compared to $6.2 million in the second quarter of fiscal 2016. Based upon strong backlog for legacy telecommunications products, we expect fourth quarter Infrastructure revenue to grow significantly in percentage terms on a sequential basis and to be flattish on a year-over-year basis.

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
	December 27, 2015				September 27, 2015				December 28, 2014
Net Sales:	$	37,439	100	%	$	37,242	100	%	$	44,315	100	%
Cost of Sales		20,175	54	%		20,268	54	%		22,344	50	%
Gross Margin	$	17,264	46	%	$	16,974	46	%	$	21,971	50	%
Operating Expenses		13,728	37	%		14,072	38	%		16,403	37	%
Operating Income	$	3,536	9	%	$	2,902	8	%	$	5,568	13	%

Gross Margin

On a non-GAAP basis, third quarter gross margin was 46.1%, compared with a second quarter gross margin of 45.6%. This equates to a non-GAAP gross profit of $17.3 million for the third quarter, compared with $17.0 million last quarter. This sequential increase was attributable to a favorable sales mix and higher revenue.

Operating Expenses

Operating expenses on a non-GAAP basis declined 2% sequentially in the third fiscal quarter from $14.1 million to $13.7 million. Third quarter R&D expenses were $6.5 million, down 8% sequentially as compared with the $7.1 million reported in the second quarter. R&D expenses were lower due the Company’s efforts to focus resources on its core product strengths. SG&A expenses were $7.3 million, up 4% compared with the $7.0 million reported in the second quarter.

Operating Margin

In the third quarter, operating income and operating margin on a non-GAAP basis were $3.5 million and 9.4%, respectively, compared to $2.9 million and 7.8% in the second quarter.

EBITDA

In the third quarter, non-GAAP EBITDA and EBITDA margin were $5.0 million and 13.3%, respectively, compared to $4.4 million and 11.8% in the second quarter.

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

Net Income

Third quarter non-GAAP net income was $3.4 million, compared with $2.8 million for the second quarter.

EPS

Third quarter non-GAAP earnings per fully diluted share was $0.07, compared with the $0.06 reported last quarter.

Capital Structure

The number of shares used in the third quarter calculation of non-GAAP results was 49.1 million shares, down from 49.2 million shares. We did not repurchase any shares during the third quarter.

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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.

In the third quarter, we took charges of (i) $6.4 million related to amortization and impairment of intangibles, (ii) $1.5 million accrual for the settlement and legal fees related to patent litigation, (iii) $1.5 million related to ongoing restructuring activities, and (iv) $1.0 million related to stock-based compensation.

As a result, on a GAAP basis, third quarter gross margin was 39.2%, an increase over the second quarter gross margin of 36.4%. GAAP operating expenses for the third quarter were $21.5 million, compared with $17.9 million reported last quarter.

Third quarter GAAP net loss was $7.1 million, or a loss of $0.15 per share, as compared with GAAP net loss of $4.2 million reported in the second quarter, or a loss of $0.09 per share.

Balance Sheet and Cash Flow Highlights

Cash and Equivalents

We ended the third fiscal quarter with $53.4 million in cash and cash equivalents, slightly down from $53.5 million in the second quarter.

Net Accounts Receivable

Third quarter net accounts receivable decreased to $31.6 million from $32.0 million last quarter. In the third quarter, DSO decreased to 77 days, compared to 84 days last quarter.

Net Inventory

Third quarter net inventory decreased to $28.7 million, compared with $32.4 million in the second quarter, as we made a concerted effort to improve working capital management by reducing inventory. In the third quarter, days inventory was 122 days, compared to 135 days last quarter.

Deferred Margin

Third quarter deferred margin decreased to $6.6 million, compared with $6.8 million in the second quarter.

Cash Flow

Third quarter total depreciation and amortization was $4.8 million, of which $1.4 million was included in the non-GAAP results. This translates to a Non-GAAP EBITDA of $5.0 million for the third quarter of fiscal year 2016. For the quarter, cash flows from operations was $1.1 million. Improved working capital management, including a reduction of inventory of $3.7 million was offset by payments of approximately $3.5 million in non-recurring items. Year-to-date, operating cash flow was also $1.1 million.

Discussion of Fourth Quarter and Full Fiscal Year 2016 Non-GAAP Guidance

For the fourth quarter ending March 27, 2016, the Company expects revenue to be flat to up 5% sequentially, non-GAAP gross margin to be in the range of 47% to 49%, and non-GAAP EPS on a fully diluted basis to be in the range of $0.08 to $0.10. For fiscal year 2016, the Company expects non-GAAP revenue to be in the range of $152.5 million to $154.4 million and Non-GAAP EPS on a fully diluted basis to be in the range of $0.31 to $0.33.

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Forward-Looking Statements Safe Harbor Disclosure

Except for historical information contained herein, the accompanying press release, these 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 impact of new focused initiatives paving the way for revenue growth and higher levels of profitability, and the Company’s financial outlook expectations for the fourth quarter and year ending March 27, 2016, respectively, are forward-looking statements. The forward-looking statements are subject to 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 (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.

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, accruals for and proceeds received from dispute resolutions and patent litigation, 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.  However, the manner in which we calculate these non-GAAP financial measures 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 material limitation associated with the use of the non-GAAP financial measures is that the non-GAAP measures may not reflect the full economic impact of Exar’s activities. Accordingly, investors are cautioned not to place undue reliance on non-GAAP information. 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.

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