EX-99.1 2 exhibit99_1xq219.htm EXHIBIT 99.1 Exhibit
EXHIBIT 99.1
Contacts:
Thad Trent
EVP Finance & Administration and CFO
(408) 943-2925

Ann Minooka
Vice President, Corporate Communications
(408) 456-1962
For Immediate Release
Cypress Reports Second Quarter 2019 Results

SAN JOSE, Calif., July 25, 2019—Cypress Semiconductor Corporation (NASDAQ: CY), today announced its second quarter 2019 results with the following highlights:
$532.2 million in revenue, down 1.3% sequentially, but up 4.8% sequentially after adjusting for the divestiture of our NAND business, which was completed on April 1, 2019
GAAP and Non-GAAP gross margins were 37.3% and 47.0%, respectively
GAAP and Non-GAAP diluted EPS were $(0.03) and $0.25, respectively

"We delivered a solid second quarter with revenue, gross margin, and diluted EPS all within our guidance ranges," said Hassane El-Khoury, Cypress’ president and chief executive officer. "Cypress world-class connect and compute solutions continue to gain strong momentum, including in IoT where Cypress revenue was up 30% sequentially in Q2, driven by strength in Wi-Fi/Bluetooth combos as well as standalone Bluetooth. Cypress also continues to execute well in automotive where Cypress revenue grew in Q2, both annually and sequentially, as our per-vehicle content continues to outgrow vehicle unit production levels."

As announced on June 3, 2019, Infineon Technologies AG ("Infineon") and Cypress have entered into an agreement and plan of merger providing for Infineon to acquire Cypress for $23.85 per share in cash, corresponding to an enterprise value of approximately $10 billion. The combination of our highly-complementary product portfolios opens up great potential in the high-growth areas of automotive and IoT. Due to the pending transaction, Cypress will not hold an earnings conference call and has suspended the practice of providing forward-looking guidance.





Revenue and earnings for the quarter are shown below with comparable periods:
(In thousands, except per-share data)
 
 
GAAP
 
NON-GAAP1
 
 
Q2 2019
 
Q1 2019
 
Q2 2018
 
Q2 2019
 
Q1 2019
 
Q2 2018
Revenue
 
$
532,221

 
$
539,004

 
$
624,090

 
$
532,221

 
$
539,004

 
$
624,090

Gross margin
 
37.3
%
 
37.6
%
 
37.5
%
 
47.0
%
 
47.4
%
 
46.3
%
Operating margin
 
2.5
%
 
5.9
%
 
8.1
%
 
20.4
%
 
21.1
%
 
22.3
%
Net (loss) income
 
$
(12,729
)
 
$
19,714

 
$
27,706

 
$
97,241

 
$
102,104

 
$
124,964

Diluted EPS
 
$
(0.03
)
 
$
0.05

 
$
0.07

 
$
0.25

 
$
0.27

 
$
0.33


Year-to-date revenue and earnings are shown below with comparable periods:
(In thousands, except per-share data)

 
 
GAAP
 
NON-GAAP1
 
 
Six Months
 
Six Months
 
 
Q2 2019
 
Q2 2018
 
Q2 2019
 
Q2 2018
Revenue
 
$
1,071,225

 
$
1,206,331

 
$
1,071,225

 
$
1,206,331

Gross margin
 
37.4
%
 
37.0
%
 
47.2
%
 
46.1
%
Operating margin
 
4.2
%
 
7.2
%
 
20.7
%
 
21.0
%
Net income
 
$
6,985

 
$
36,784

 
$
199,345

 
$
225,260

Diluted EPS
 
$
0.02

 
$
0.10

 
$
0.52

 
$
0.60


1. See the "Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures" tables ("Non-GAAP Reconciliation Tables") included below.







REVENUE SUMMARY
(In thousands, except percentages)
(Unaudited)
 
 
Three Months Ended
 
June 30, 2019
 
March 31, 2019
 
July 1, 2018
 
Sequential Change
 
Year-over-year Change
Business Unit¹
 
 
 
 
 
 
 
 
 
MCD
$
354,225

 
$
310,389

 
$
368,526

 
14.1
 %
 
(3.9
)%
MPD2
$
177,996

 
$
228,615

 
$
255,564

 
(22.1
)%
 
(30.4
)%
Total
$
532,221

 
$
539,004

 
$
624,090

 
(1.3
)%
 
(14.7
)%


 
Three Months Ended
End Use
June 30, 2019

 
March 31, 2019

 
July 1, 2018

IoT
37.5
%
 
28.5
%
 
34.1
%
Automotive
38.0
%
 
36.7
%
 
30.8
%
Legacy
24.5
%
 
34.8
%
 
35.1
%
Total
100
%
 
100
%
 
100
%


1.
The Microcontroller and Connectivity Division ("MCD") includes microcontroller, wireless connectivity and USB products and the Memory Products Division ("MPD") includes RAM, Flash and AgigA Tech products.
2.
MPD revenue for the three months ended June 30, 2019 reflects divestment of our NAND business to a newly formed joint venture, which was completed on April 1, 2019.





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ABOUT CYPRESS

Cypress is a leader in advanced embedded solutions for the world’s most innovative automotive, industrial, smart home appliances, consumer electronics and medical products. Cypress’ microcontrollers, analog ICs, wireless and USB-based connectivity solutions and reliable, high-performance memories help engineers design differentiated products and get them to market first. Cypress is committed to providing customers with





the best support and development resources on the planet enabling them to disrupt markets by creating new product categories. To learn more, go to www.cypress.com.


NON-GAAP FINANCIAL MEASURES
To supplement its condensed consolidated unaudited financial results presented in accordance with GAAP, Cypress uses the non-GAAP financial measures listed below, which are adjusted from the most directly comparable GAAP financial measures to exclude certain items, as described in more detail below.
Non-GAAP gross profit;
Non-GAAP gross margin;
Non-GAAP cost of revenues;
Non-GAAP interest and other expense, net;
Non-GAAP research and development expenses;
Non-GAAP selling, general and administrative expenses;
Adjusted EBITDA;
Non-GAAP income tax provision (benefit);
Non-GAAP pre-tax profit;
Non-GAAP pre-tax profit margin;
Non-GAAP operating income;
Non-GAAP operating margin;
Non-GAAP net income;
Non-GAAP diluted earnings per share; and
Free cash flow.

Management believes that these non-GAAP financial measures reflect an additional and useful way of viewing aspects of the Company's operations which, when viewed in conjunction with Cypress' GAAP results, provide a more comprehensive understanding of the various factors and trends affecting the Company's business and operations.






The Company presents non-GAAP financial measures because management uses these measures to analyze and assess the Company's financial results and to manage the business.

There are limitations in using non-GAAP financial measures, including those discussed below. Moreover, the Company’s non-GAAP measures may be calculated differently than the non-GAAP financial measures used by other companies. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the most directly comparable GAAP financial measures. The non-GAAP financial measures supplement and should be viewed in conjunction with GAAP financial measures.

As presented in the Non-GAAP Reconciliation Tables in this press release, each of the non-GAAP financial measures (other than free cash flow) excludes one or more of the following items:

Acquisition-related charges: Acquisition-related charges are not factored into management's evaluation of Cypress' long-term performance after the completion of acquisitions. However, a limitation of non-GAAP measures that exclude acquisition-related charges is that these charges may represent payments that reduce the cash available to the Company for other purposes. Acquisition-related expenses primarily include:
Amortization of purchased intangibles, including purchased technology, patents, customer relationships, trademarks, backlog and non-compete agreements;
Amortization of step-up in value of inventory recorded as part of purchase price accounting; and
One-time charges associated with the completion of an acquisition including items such as contract termination costs, severance and other acquisition-related restructuring costs; costs incurred in connection with integration activities; and legal and accounting costs.

Stock-based compensation expense: Stock-based compensation expense relates primarily to employee stock options, restricted stock units, performance stock units and the employee stock purchase plan. Stock-based compensation expense is a non-cash expense that is affected by changes in market factors including the price of Cypress’ common shares, which are not within the control of management. In addition, the valuation of stock-based compensation is subjective, and the expense recognized by Cypress may be significantly different than the expense recognized by other companies for similar equity awards, which makes it difficult to assess





Cypress’ results compared to its competitors. Accordingly, management excludes this item from its internal operating forecasts and models. However, a limitation of non-GAAP measures that exclude stock-based compensation expense is that they do not reflect the full costs of compensating employees.

Other adjustments: Other items are excluded from non-GAAP financial measures because management does not consider them to be related to the core operating activities and ongoing operating performance of Cypress. Excluding these items, which can vary significantly from quarter to quarter, allows management to better compare Cypress’ period-over-period performance. However, limitations of non-GAAP measures that exclude these items include that these adjustments are often subjective and such non-GAAP measures may not be comparable to similarly titled non-GAAP financial measures used by other companies. Other adjustments primarily include:
Costs incurred in connection with the proposed merger,
Impairments of equity-method investments,
Changes in value of deferred compensation plan assets and liabilities,
Investment-related gains or losses, including equity method investments,
Restructuring and related costs,
Loss on extinguishment of debt,
Amortization of debt issuance costs, discounts and imputed interest related to the equity component of convertible debt,
Asset impairments,
Tax effects of non-GAAP adjustments,
Income tax adjustment related to the use of the net operating loss, non-cash impact of not asserting indefinite reinvestment on earnings of our foreign subsidiaries, deferred tax expense not affecting taxes payable (i.e. release of valuation allowance), and non-cash expense (benefit) related to uncertain tax positions
Certain other expenses and benefits, and
Diluted weighted average shares non-GAAP adjustment - for purposes of calculating non-GAAP diluted earnings per share, the GAAP diluted weighted average shares outstanding is adjusted to include the





impact of non-GAAP adjustments on the number of diluted shares underlying stock-based compensation awards and the impact of the capped call transactions related to the convertible notes.

Adjusted EBITDA: Adjusted EBITDA is calculated by adjusting net income (loss) attributable to Cypress to exclude (without duplication): interest expense, income tax provision, depreciation, amortization, equity in net loss of equity method investees, and the non-GAAP adjustments described above (acquisition related charges, stock-based compensation expense, and other adjustments). Adjusted EBITDA may be useful to management, investors and other users of our financial information because the exclusion of certain gains, losses, and expenses facilitates comparisons of Cypress' operating performance on a period to period basis. Adjusted EBITDA should not be considered as a measure of discretionary cash available to invest in the growth of the business. In addition, adjusted EBITDA should not be considered as a substitute for, or superior to net income attributable to Cypress, operating income, or diluted earnings per share, or other financial measures prepared in accordance with GAAP.

Free Cash Flow: Free cash flow is calculated as net cash provided by (used in) operating activities, less acquisition of property, plant and equipment, net (i.e., acquisition of property, plant and equipment less proceeds received from disposition of property, plant and equipment). We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by business operations, after deducting our net payments for acquisitions and dispositions of property and equipment, which cash can then be used for strategic opportunities or other business purposes including, among others, investing in the Company's business, repurchasing stock, making strategic acquisitions, repayment of debt, and strengthening the balance sheet. A limitation of free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. Management compensates for this limitation by also relying on the net increase in cash and cash equivalents and restricted cash as presented in the Company’s condensed consolidated statements of cash flows prepared in accordance with GAAP which incorporates all cash movements during the period.











FORWARD-LOOKING STATEMENTS

Statements in this press release that are not historical facts and that refer to Cypress or its subsidiaries’ plans and expectations for the future are forward-looking statements as such term is used in the Private Securities Litigation Reform Act of 1995. We may use words such as "may," "will," "should," "plan," "anticipate," "believe," "expect," "future," "intend," "estimate," "predict," "potential," "continue" or similar expressions identify forward-looking statements. Our forward-looking statements are based on the expectations, beliefs, and intentions of, and the information available to, our executive management on the date of this press release. Forward-looking statements involve risks and uncertainties, and readers are cautioned not to place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger (the "Merger Agreement") dated June 3, 2019, by and among Infineon Technologies AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Infineon"), IFX Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Infineon ("Merger Sub") and the Company, pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Infineon; the inability to complete the Merger due to the failure to obtain stockholder approval for the Merger or the failure to satisfy other conditions to completion of the Merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Merger; risks related to disruption of management’s attention from our ongoing business operations due to the Merger; the effect of the announcement of the Merger on our relationships with our customers, operating results and business generally; the risk that certain approvals or consents will not be received in a timely manner or that the Merger will not be consummated in a timely manner; the impact of the Merger on our ability to retain key employees; the outcome of any legal proceedings related to the Merger; potential tariffs and other disruptions in the international trade and investment environment; global economic and market conditions; our ability to execute on our Cypress 3.0 strategy and our margin improvement plan; risks related to paying down our indebtedness and meeting the covenants in our debt agreements; our efforts to retain and expand our customer base; business conditions and growth trends





in the semiconductor market; competition; volatility in supply and demand for our products, including but not limited to the impact of seasonality on supply and demand; our ability to develop, introduce and sell new products and technologies; potential problems relating to our manufacturing activities; reliance on distributors, resellers, third-party manufacturers, and others; risks related to changing relationships with distributors; risks related to our "take or pay" agreements with certain vendors; the risk of defects, errors, or security vulnerabilities in our products; the impact of acquisitions; risks related to our joint venture for NAND flash memory products; the possibility of impairment charges; our ability to attract and retain key personnel; the unpredictability and expense of legal proceedings; and other risks and uncertainties described in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures about Market Risk" sections in our most recent Annual Report on Form 10-K filing and in our subsequent quarterly filings with the U.S. Securities and Exchange Commission (the "SEC") which are available on our investor relations website at http://investors.cypress.com/financial-information/sec-filings. We assume no responsibility to update our forward-looking statements.

Cypress, the Cypress logo and PSoC are registered trademarks and Excelon, F-RAM and EZ-PD are trademarks of Cypress Semiconductor Corporation. ZipKey is a registered trademark of Cirrent, Inc. All other trademarks are property of their owners.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This press release may be deemed to be solicitation material in respect of the proposed Merger. This press release does not constitute an offer to sell or the solicitation of an offer to buy our securities or the solicitation of any vote or approval. The proposed Merger will be submitted to Cypress stockholders for their consideration. In connection with the proposed transaction, Cypress has filed a definitive proxy statement with the SEC on July 16, 2019 and other relevant materials with the SEC in connection with the solicitation of proxies in connection with the proposed transaction. The definitive proxy statement has been mailed to Cypress stockholders. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION, INVESTORS AND STOCKHOLDERS OF CYPRESS SEMICONDUCTOR





CORPORATION ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT REGARDING THE PROPOSED TRANSACTION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER RELEVANT MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The proxy statement, any amendments or supplements thereto and other relevant materials, and any other documents filed by Cypress with the SEC, may be obtained once such documents are filed with the SEC free of charge at the SEC’s website at www.sec.gov.
In addition, Cypress stockholders may obtain free copies of the documents we file with the SEC through the Investors portion of Cypress website at investors.cypress.com under the link “Financials & Filings” and then under the link “SEC Filings” or by contacting Cypress Investor Relations Department by (a) mail at Cypress Semiconductor Corporation, Attention: Investor Relations, 198 Champion Ct., San Jose, CA 95134, (b) telephone at (408) 943-2600, or (c) e-mail at investorrelations@cypress.com.


PARTICIPANTS IN SOLICITATION

Cypress and certain of its executive officers, directors, other members of management and employees may, under the rules of the SEC, be deemed to be “participants” in the solicitation of proxies from Cypress stockholders in connection with the proposed transaction. Information regarding the persons who may be considered “participants” in the solicitation of proxies is set forth in Cypress definitive proxy statement filed with the SEC on July 16, 2019 and other relevant documents to be filed with the SEC in connection with the proposed transaction, each of which can be obtained free of charge from the sources indicated above when they become available. Information regarding certain of these persons and their beneficial ownership of Cypress common stock is also set forth in Cypress definitive proxy statement on Schedule 14A for its 2019 annual meeting of stockholders filed on March 15, 2019 with the SEC, which can be obtained free of charge from the sources indicated above.









CYPRESS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
 
 
June 30, 2019
 
December 30, 2018

 
 
 
 
 
ASSETS
 
 
 
 
Cash, cash equivalents and short-term investments
 
$
372,180

 
$
285,720

Accounts receivable, net
 
267,763

 
324,274

Inventories
 
335,251

 
292,093

Assets held for sale
 

 
13,510

Property, plant and equipment, net
 
268,723

 
282,986

Goodwill and other intangible assets, net
 
1,760,564

 
1,864,340

Other assets
 
643,995

 
630,292

Total assets
 
$
3,648,476

 
$
3,693,215

LIABILITIES AND EQUITY
 
 
 
 
Accounts payable
 
$
182,826

 
$
210,715

Income tax liabilities
 
50,385

 
53,469

Revenue reserves, deferred margin and other liabilities
 
451,955

 
437,757

Revolving credit facility and long-term debt
 
854,304

 
874,235

Total liabilities
 
1,539,470

 
1,576,176

Total Cypress stockholders' equity
 
2,107,706

 
2,115,734

Non-controlling interest
 
1,300

 
1,305

Total equity
 
2,109,006

 
2,117,039

Total liabilities and equity
 
$
3,648,476

 
$
3,693,215








CYPRESS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
ON A GAAP BASIS
(In thousands, except per-share data)
(Unaudited)
 
 
Three Months Ended
 
Six Months ended
 
June 30, 2019
 
March 31, 2019
 
July 1, 2018
 
June 30, 2019
 
July 1, 2018
Revenues
$
532,221

 
$
539,004

 
$
624,090

 
$
1,071,225

 
$
1,206,331

Cost of revenue
333,463

 
336,595

 
389,952

 
670,058

 
759,801

Gross profit
198,758

 
202,409

 
234,138

 
401,167

 
446,530

Research and development
93,639

 
88,606

 
96,693

 
182,245

 
189,926

Selling, general and administrative
91,633

 
81,987

 
86,599

 
173,620

 
169,996

Total operating expenses
185,272

 
170,593

 
183,292

 
355,865

 
359,922

Operating income
13,486

 
31,816

 
50,846

 
45,302

 
86,608

Interest and other expense, net
(12,003
)
 
(9,244
)
 
(14,143
)
 
(21,246
)
 
(32,297
)
Income before income taxes, share in net loss of equity method investee and non-controlling interest
1,483

 
22,572

 
36,703

 
24,056

 
54,311

Income tax provision
18,189

 
730

 
(5,154
)
 
18,919

 
(10,211
)
Share in net loss and impairment of equity method investees
(32,405
)
 
(3,590
)
 
(3,755
)
 
(35,995
)
 
(7,216
)
Net (loss) income
(12,733
)
 
19,712

 
27,794

 
6,980

 
36,884

Net gain attributable to non-controlling interests
4

 
2

 
(88
)
 
5

 
(100
)
Net (loss) income attributable to Cypress
$
(12,729
)
 
$
19,714

 
$
27,706

 
$
6,985

 
$
36,784

Net (loss) income per share attributable to Cypress:
 
 
 
 
 
 
 
 
 
Basic
$
(0.03
)
 
$
0.05

 
$
0.08

 
$
0.02

 
$
0.10

Diluted
$
(0.03
)
 
$
0.05

 
$
0.07

 
$
0.02

 
$
0.10

Cash dividend declared per share
$
0.11

 
$
0.11

 
$
0.11

 
$
0.22

 
$
0.22

Shares used in net (loss) income per share calculation:
 
 
 
 
 
 
 
 
 
Basic
365,600

 
363,700

 
358,577

 
364,842

 
356,123

Diluted
365,600

 
373,131

 
371,967

 
377,195

 
370,402







CYPRESS SEMICONDUCTOR CORPORATION
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES
(In thousands, except per-share data)
(Unaudited)


 

Table A: GAAP to non-GAAP reconciling items: Three Months Ended Q2 2019

 
 
 
 
Cost of revenues
 
Research and development
 
Selling, general and administrative
 
Interest and other expense, net
GAAP [i]
 
$
333,463

 
$
93,639

 
$
91,633

 
$
(44,408
)
[1] Stock-based compensation
 
2,817

 
12,304

 
15,359

 

[2] Changes in value of deferred compensation plan
 
130

 
632

 
627

 
(1,145
)
[3] Share in net loss and impairment of equity method investees1
 

 

 

 
32,405

[4] Imputed interest on convertible debt, equity component amortization on convertible debt and others
 

 

 

 
3,276

[5] Amortization of debt issuance costs
 

 

 

 
929

[6] Amortization of acquisition-related intangible assets and other
 
47,293

 

 
4,304

 

[7] Restructuring charges
 
1,018

 
1,362

 
641

 

[8] Merger-related expenses
 

 

 
8,409

 

[9] Other income and expenses
 

 

 
32

 
(103
)
Non - GAAP [ii]
 
$
282,205

 
$
79,341

 
$
62,261

 
$
(9,046
)
Impact of reconciling items [ii - i]
 
$
(51,258
)
 
$
(14,298
)
 
$
(29,372
)
 
$
35,362

1. Includes a $29.5 million impairment charge recorded for the investment in Deca Technologies, Inc.






Table B: GAAP to non-GAAP reconciling items: Three Months Ended Q1 2019

 
 
 
 
Cost of revenues
 
Research and development
 
Selling, general and administrative
 
Interest and other expense, net
GAAP [i]
 
$
336,595

 
$
88,606

 
$
81,987

 
$
(12,834
)
[1] Stock-based compensation
 
2,684

 
6,680

 
11,031

 

[2] Changes in value of deferred compensation plan
 
471

 
2,204

 
2,259

 
(4,334
)
[3] Loss on assets held for sale
 
2,017

 

 
1,515

 

[4] Share in net loss of equity method investee
 

 

 

 
3,590

[5] Imputed interest on convertible debt, equity component amortization on convertible debt and others
 

 

 

 
3,368

[6] Amortization of debt issuance costs
 

 

 

 
929

[7] Amortization of acquisition-related intangible assets and other
 
48,217

 

 
4,310

 

[8] Restructuring charges and other
 
(49
)
 

 
98

 

[9] Other income and expenses
 

 
57

 
448

 
303

Non - GAAP [ii]
 
$
283,255

 
$
79,665

 
$
62,326

 
$
(8,978
)
Impact of reconciling items [ii - i]
 
$
(53,340
)
 
$
(8,941
)
 
$
(19,661
)
 
$
3,856




Table C: GAAP to Non-GAAP reconciling items: Three Months Ended Q2 2018
 
 
 
 
Cost of revenues
 
Research and development
 
Selling, general and administrative
 
Interest and other expense, net
GAAP [i]
 
$
389,952

 
$
96,693

 
$
86,599

 
$
(17,898
)
[1] Stock-based compensation
 
3,986

 
13,800

 
16,121

 

[2] Changes in value of deferred compensation plan
 
102

 
467

 
572

 
(1,123
)
[3] Share in net loss of equity method investees
 

 

 

 
3,755

[4] Imputed interest on convertible debt, equity component amortization on convertible debt and others
 

 

 

 
4,415

[5] Amortization of acquisition-related intangible assets and other
 
49,438

 

 
4,355

 

[6] Gain on sale of cost method investment
 

 

 
(1,521
)
 

[7] Restructuring charges and other
 
1,589

 
33

 
(383
)
 
(377
)
Non - GAAP [ii]
 
$
334,837

 
$
82,393

 
$
67,455

 
$
(11,228
)
Impact of reconciling items [ii - i]
 
$
(55,115
)
 
$
(14,300
)
 
$
(19,144
)
 
$
6,670








Table D: GAAP to non-GAAP reconciling items: Six Months Ended Q2 2019
 
 
 
 
Cost of revenues
 
Research and development
 
Selling, general and administrative
 
Interest and other expense, net
GAAP [i]
 
$
670,058

 
$
182,245

 
$
173,620

 
$
(57,241
)
[1] Stock-based compensation
 
5,501

 
18,984

 
26,390

 

[2] Changes in value of deferred compensation plan
 
601

 
2,836

 
2,886

 
(5,479
)
[3] Loss on assets held for sale
 
2,017

 

 
1,515

 

[4] Share in net loss and impairment of equity method investees1
 

 

 

 
35,995

[5] Imputed interest on convertible debt, equity component amortization on convertible debt and others
 

 

 

 
6,644

[6] Amortization of debt issuance costs
 

 

 

 
1,858

[7] Amortization of acquisition-related intangible assets and other
 
95,510

 

 
8,614

 

[8] Restructuring charges and other
 
969

 
1,362

 
739

 

[9] Merger-related expenses
 

 

 
8,409

 

[10] Other income and expenses
 

 
57

 
480

 
200

Non - GAAP [ii]
 
$
565,460

 
$
159,006

 
$
124,587

 
$
(18,023
)
Impact of reconciling items [ii - i]
 
$
(104,598
)
 
$
(23,239
)
 
$
(49,033
)
 
$
39,218

1. Includes a $29.5 million impairment charge recorded for the investment in Deca Technologies, Inc.

Table E: GAAP to non-GAAP reconciling items: Six Months Ended Q2 2018
 
 
 
 
Cost of revenues
 
Research and development
 
Selling, general and administrative

 
Interest and other expense, net
GAAP [i]
 
$
759,801

 
$
189,926

 
$
169,996

 
$
(39,513
)
[1] Stock-based compensation
 
7,569

 
20,514

 
24,283

 

[2] Changes in value of deferred compensation plan
 
163

 
739

 
922

 
(1,389
)
[3] Equity in net loss and impairment of equity method investees
 

 

 

 
7,216

[4] Imputed interest on convertible debt, equity component amortization on convertible debt and others
 

 

 

 
7,846

[5] Loss on extinguishment of Spansion convertible notes and debt issuance cost write off due to refinancing
 

 

 

 
3,258

[6] Amortization of debt issuance costs
 

 

 

 
1,073

[7] Amortization of acquisition-related intangible assets and others
 
98,876

 

 
9,505

 

[8] Gain on sale of cost method investment
 

 

 
(1,521
)
 

[9] Restructuring charges and other
 
3,476

 
325

 
1,533

 
16

Non - GAAP [ii]
 
$
649,717

 
$
168,348

 
$
135,274

 
$
(21,493
)
Impact of reconciling items [ii - i]
 
$
(110,084
)
 
$
(21,578
)
 
$
(34,722
)
 
$
18,020










Table F: Non-GAAP gross profit
 
Three Months Ended
 
Six Months Ended
 
 
Q2'19
 
Q1'19
 
Q2'18
 
Q2'19
 
Q2'18
GAAP gross profit
 
$
198,758

 
$
202,409

 
$
234,138

 
$
401,167

 
$
446,530

Impact of reconciling items on cost of revenues (see Table A, B, C, D and E)
 
51,258

 
53,340

 
55,115

 
104,598

 
110,084

Non-GAAP gross profit
 
$
250,016

 
$
255,749

 
$
289,253

 
$
505,765

 
$
556,614

GAAP gross margin (GAAP gross profit/revenue)
 
37.3
%
 
37.6
%
 
37.5
%
 
37.4
%
 
37.0
%
Non-GAAP gross margin (Non-GAAP gross profit/revenue)
 
47.0
%
 
47.4
%
 
46.3
%
 
47.2
%
 
46.1
%


Table G: Non-GAAP operating income
 
Three Months Ended
 
Six Months Ended
 
 
Q2'19
 
Q1'19
 
Q2'18
 
Q2'19
 
Q2'18
GAAP operating income [i]
 
$
13,486

 
$
31,816

 
$
50,846

 
$
45,302

 
$
86,608

Impact of reconciling items on cost of revenues (see Table A, B, C, D and E)
 
51,258

 
53,340

 
55,115

 
104,598

 
110,084

Impact of reconciling items on R&D (see Table A, B, C, D and E)
 
14,298

 
8,941

 
14,300

 
23,239

 
21,578

Impact of reconciling items on SG&A (see Table A, B, C, D and E)
 
29,372

 
19,661

 
19,144

 
49,033

 
34,722

Non-GAAP operating income [ii]
 
$
108,414

 
$
113,758

 
$
139,405

 
$
222,172

 
$
252,992

Impact of reconciling items on operating income [ii - i]
 
$
94,928

 
$
81,942

 
$
88,559

 
$
176,870

 
$
166,384

GAAP operating margin (GAAP operating income / revenue)
 
2.5
%
 
5.9
%
 
8.1
%
 
4.2
%
 
7.2
%
Non-GAAP operating margin (Non-GAAP operating income / revenue)
 
20.4
%
 
21.1
%
 
22.3
%
 
20.7
%
 
21.0
%






Table H: Non-GAAP pre-tax profit
 
Three Months Ended
 
Six Months Ended
 
 
Q2'19
 
Q1'19
 
Q2'18
 
Q2'19
 
Q2'18
GAAP income before income taxes and non-controlling interest ("Pre-tax income")
 
$
1,483

 
$
22,572

 
$
36,703

 
$
24,056

 
$
54,311

Share in net loss and impairment of equity method investees1
 
(32,405
)
 
(3,590
)
 
(3,755
)
 
(35,995
)
 
(7,216
)
Impact of reconciling items on operating income (see Table G)
 
94,928

 
81,942

 
88,559

 
176,870

 
166,384

Impact of reconciling items on interest and other expense, net (see Table A, B, C, D and E)
 
35,362

 
3,856

 
6,670

 
39,218

 
18,020

Non-GAAP pre-tax profit
 
$
99,368

 
$
104,780

 
$
128,177

 
$
204,149

 
$
231,499

GAAP pre-tax profit margin (GAAP pre-tax income/revenue)
 
0.3
%
 
4.2
%
 
5.9
%
 
2.2
%
 
4.5
%
Non-GAAP pre-tax profit margin (Non-GAAP pre-tax profit/revenue)
 
18.7
%
 
19.4
%
 
20.5
%
 
19.1
%
 
19.2
%
1. The three and six months ended Q2'19 include a $29.5 million impairment charge recorded for the investment in Deca Technologies, Inc.






Table I: Non-GAAP income tax expense
 
Three Months Ended
 
Six Months Ended
 
 
Q2'19
 
Q1'19
 
Q2'18
 
Q2'19
 
Q2'18
GAAP income tax provision [i]
 
(18,189
)
 
(730
)
 
5,154

 
(18,919
)
 
10,211

[1] Tax impact of non-GAAP adjustments* relating to:
 
 
 
 
 
 
 
 
 
 
[a] Stock-based compensation
 
6,401

 
4,283

 
7,121

 
10,684

 
10,997

[b] Changes in value of deferred compensation plan
 
51

 
126

 
3

 
177

 
91

[c] Share in net loss and impairment of equity method investees
 
6,805

 
754

 
788

 
7,559

 
1,515

[d] Imputed interest on convertible debt, equity component amortization on convertible debt and others
 
688

 
707

 
927

 
1,395

 
1,648

[e] Amortization of debt issuance costs
 
195

 
195

 

 
390

 
225

[f] Amortization of acquisition-related intangible assets and other
 
10,835

 
11,031

 
11,297

 
21,866

 
22,760

[g] Restructuring charges and other
 
620

 
21

 
260

 
641

 
1,120

[h] Other (income) and expenses
 

 
159

 

 
159

 

[i] Loss on extinguishment of convertible notes
 

 

 

 

 
684

[j] Loss on assets held for sale
 

 
742

 

 
742

 

[k] Gain on sale of cost method investment
 

 

 
(319
)
 

 
(319
)
[l] Merger-related expenses
 
1,766

 

 

 
1,766

 

[2] Uncertain tax positions
 
2,621

 
297

 
(1,348
)
 
2,918

 
(2,710
)
[3] Valuation allowance release, utilization of NOL including excess tax benefits, and other items**
 
(9,662
)
 
(14,907
)
 
(20,758
)
 
(24,569
)
 
(40,083
)
Non-GAAP income tax expense [ii]*
 
$
2,131

 
$
2,678

 
$
3,125

 
$
4,809

 
$
6,139

Impact of reconciling items on income tax provision [i - ii]
 
(20,320
)
 
(3,408
)
 
2,029

 
(23,728
)
 
4,072


*Tax impact of Non-GAAP adjustments is calculated by using the federal statutory rate of 21%.

** Other items include but are not limited to deferred tax expense not affecting income tax payable.






Table J: Non-GAAP net income
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
Q2'19
 
Q1'19
 
Q2'18
 
Q2'19
 
Q2'18
GAAP net (loss) income attributable to Cypress
 
$
(12,729
)
 
$
19,714

 
$
27,706

 
$
6,985

 
$
36,784

Impact of reconciling items on operating income (see Table G)
 
94,928

 
81,942

 
88,559

 
176,870

 
166,384

Impact of reconciling items on interest and other expense, net (see Table A, B, C, D and E)
 
35,362

 
3,856

 
6,670

 
39,218

 
18,020

Impact of reconciling items on income tax provision (see Table I)
 
(20,320
)
 
(3,408
)
 
2,029

 
(23,728
)
 
4,072

Non-GAAP net income
 
$
97,241

 
$
102,104

 
$
124,964

 
$
199,345

 
$
225,260



Table K: Weighted-average shares, diluted
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Q2'19
 
Q1'19
 
Q2'18
 
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
Weighted-average common shares outstanding, basic
 
365,600

 
365,600

 
363,700

 
363,700

 
358,577

 
358,577

Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
 
Stock options, unvested restricted stock units and other
 

 
13,937

 
6,343

 
10,496

 
7,837

 
14,391

Convertible notes
 

 
5,187

 
3,088

 
1,634

 
5,553

 
3,070

Weighted-average common shares outstanding, diluted
 
365,600

 
384,724

 
373,131

 
375,830

 
371,967

 
376,038



Table L: Weighted-average shares, diluted
 
 
 
 
 
 
Six Months Ended
 
 
Q2'19
 
Q2'18
 
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
Weighted-average common shares outstanding, basic
 
364,842

 
364,842

 
356,123

 
356,123

Effect of dilutive securities:
 
 
 
 
 
 
 
 
Stock options, unvested restricted stock and other
 
6,913

 
12,347

 
7,879

 
13,071

Convertible notes
 
5,440

 
3,117

 
6,400

 
3,916

Weighted-average common shares outstanding, diluted
 
377,195

 
380,306

 
370,402

 
373,110










Table M: Earnings per share
 
 
 
 
 
 
 
 
Three Months Ended
 
 
Q2'19
 
Q1'19
 
Q2'18
 
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
Net (loss) income (see Table J) [i]
 
$
(12,729
)
 
$
97,241

 
$
19,714

 
$
102,104

 
$
27,706

 
$
124,964

Weighted-average common shares outstanding, diluted (see Table K) [ii]
 
365,600

 
384,724

 
373,131

 
375,830

 
371,967

 
376,038

(Loss) earnings per share - diluted [i/ii]
 
$
(0.03
)
 
$
0.25

 
$
0.05

 
$
0.27

 
$
0.07

 
$
0.33


Table N: Earnings per share
 
 
 
 
 
 
Six Months Ended
 
 
Q2'19
 
Q2'18
 
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
Net income (see Table J) [i]
 
$
6,985

 
$
199,345

 
$
36,784

 
$
225,260

Weighted-average common shares outstanding, diluted (see Table L) [ii]
 
377,195

 
380,306

 
370,402

 
373,110

Earnings per share - diluted [i/ii]
 
$
0.02

 
$
0.52

 
$
0.10

 
$
0.60



Table O: Adjusted EBITDA
 
 
 
 
 
 
 
 
Three Months Ended
 
Six Months Ended
 
 
Q2'19
 
Q1'19
 
Q2'18
 
Q2'19
 
Q2'18
GAAP net (loss) income attributable to Cypress
 
$
(12,729
)
 
$
19,714

 
$
27,706

 
$
6,985

 
$
36,784

Interest and other expense, net
 
(12,003
)
 
(9,244
)
 
(14,143
)
 
(21,246
)
 
(32,297
)
Income tax provision
 
18,189

 
730

 
(5,154
)
 
18,919

 
(10,211
)
Share in net loss and impairment of equity method investee1
 
(32,405
)
 
(3,590
)
 
(3,755
)
 
(35,995
)
 
(7,216
)
Net gain (loss) attributable to non-controlling interests
 
4

 
2

 
(88
)
 
5

 
(100
)
GAAP operating income
 
$
13,486

 
$
31,816

 
$
50,846

 
$
45,302

 
$
86,608

Impact of reconciling items on operating income (see Table G)
 
94,928

 
81,942

 
88,559

 
176,870

 
166,384

Non-GAAP operating income
 
$
108,414

 
$
113,758

 
$
139,405

 
$
222,172

 
$
252,992

Depreciation
 
19,394

 
19,512

 
16,239

 
38,906

 
33,379

Adjusted EBITDA
 
$
127,808

 
$
133,270

 
$
155,644

 
$
261,078

 
$
286,371


1. The three and six months ended Q2'19 include a $29.5 million impairment charge recorded for the investment in Deca Technologies, Inc.





Table P: Free cash flow
 
Three Months Ended
 
Six Months Ended
 
 
Q2'19
 
Q1'19
 
Q2'18
 
Q2'19
 
Q2'18
GAAP net cash provided by operating activities
 
$
118,923

 
$
61,248

 
$
110,734

 
$
180,171

 
$
142,412

Acquisition of property, plant and equipment, net
 
(7,490
)
 
(10,534
)
 
(25,589
)
 
(18,024
)
 
(42,612
)
Free cash flow
 
$
111,433

 
$
50,714

 
$
85,145

 
$
162,147

 
$
99,800






CYPRESS SEMICONDUCTOR CORPORATION
SUPPLEMENTAL FINANCIAL DATA
(In thousands, except per-share and ratio data)
(Unaudited)


 
 
Three Months Ended
 
Six Months Ended
 
 
June 30, 2019
 
March 31, 2019
 
July 1, 2018
 
June 30, 2019
 
July 1, 2018
Selected Cash Flow Data (Preliminary):
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
118,923

 
$
61,248

 
$
110,734

 
$
180,171

 
$
142,412

Net cash used in investing activities
 
$
(6,821
)
 
$
(4,376
)
 
$
(7,213
)
 
$
(11,197
)
 
$
(21,386
)
Net cash used in financing activities
 
$
(25,041
)
 
$
(57,473
)
 
$
(97,556
)
 
$
(82,514
)
 
$
(159,904
)
Other Supplemental Data (Preliminary):
 
 
 
 
 
 
 
 
Capital expenditures, net
 
$
7,490

 
$
10,534

 
$
25,589

 
$
18,024

 
$
42,612

Depreciation
 
$
19,394

 
$
19,512

 
$
16,239

 
$
38,906

 
$
33,379

Payment of dividend
 
$
40,134

 
$
39,748

 
$
39,404

 
$
79,882

 
$
78,145

Dividend paid per share
 
$
0.11

 
$
0.11

 
$
0.11

 
$
0.22

 
$
0.22

Total debt (principal amount)
 
$
908,339

 
$
909,549

 
$
955,553

 
$
908,339

 
$
955,553

Leverage ratio¹
 
0.88

 
0.98

 
1.51

 
0.88

 
1.51

Cash Income Tax
 
$
2,131

 
$
2,678

 
$
3,125

 
$
4,809

 
$
6,139


1.
Total debt (principal amount) less cash / Last 12 months Adjusted EBITDA







 
.