FREMONT, Calif., Nov. 2, 2016 /PRNewswire/ -- Exar Corporation (NYSE: EXAR) a leading supplier of analog mixed-signal application specific technology solutions serving the Industrial, Infrastructure, Automotive, and Audio/Video markets, today announced financial results for the Company's fiscal year 2017 second quarter, which ended on October 2, 2016. Unless otherwise indicated, all non-GAAP financial results exclude the financial results of the iML Display business which the Company is in the process of divesting, and are presented in the GAAP results as discontinued operations.

Fiscal 2017 Second Quarter Highlights


    --  Net sales of $27.6 million, up 2% sequentially
    --  GAAP gross margin of 47.8% (Non-GAAP gross margin of 51.9%)
    --  GAAP operating income of $0.1 million (Non-GAAP operating income of $3.7
        million)
    --  GAAP EPS from continuing operations of $0.00 (Non-GAAP EPS of $0.08)
    --  GAAP EPS from discontinued operations of $0.02 (Non-GAAP EPS of $0.05)
    --  IML divestiture cleared CFIUS and Taiwan regulatory reviews

Ryan Benton, Exar's Chief Executive Officer, commented, "Exar again delivered solid financial results, with second quarter revenue, Non-GAAP gross margin and EPS from continuing operations all within our guidance range. Revenue increased 2% sequentially, despite going from 14 weeks in the first quarter to the usual 13 weeks in the second quarter. Revenue per week was up 10% sequentially. We had strong execution from Exar's core business, as non-GAAP EPS from continuing operations came in at $0.08 for the second quarter in a row, despite the one less work week."

Mr. Benton added, "On the deal front, we have made significant progress on the sale of our iML subsidiary to Beijing E-Town Chipone Technology Co., Ltd. The transaction has cleared CFIUS review in the United States and another key regulatory hurdle in Taiwan, and we expect to close the transaction within a few weeks. This transaction is a great example of cross-border cooperation and is a true win-win."

Fiscal 2017 Second Quarter Highlights (Continuing Operations Only):
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 is attached to this press release.

Exar's fiscal 2017 first quarter was comprised of fourteen weeks, as opposed to the second quarter, which consisted of the usual thirteen weeks.


    --  Net Sales
        --  Second quarter net sales of $27.6 million increased $0.5 million, or
            2%, from the previous quarter's $27.1 million.
    --  Gross Margin
        --  GAAP gross margin of 47.8% decreased from 49.2% reported in the
            previous quarter.
        --  Non-GAAP gross margin of 51.9% was consistent with 51.8% reported in
            the previous quarter.
    --  Operating Expenses
        --  GAAP operating expenses of $13.1 million increased $7.6 million from
            the previous quarter's expenses of $5.5 million, which was net of a
            gain of $9.3 million related to the sale-leaseback of our corporate
            headquarters.  Fiscal 2017 second quarter operating expenses
            included:
            --  Charges of (i) $2.1 million stock-based compensation expense and
                (ii) $0.4 million mergers and acquisitions costs.
        --  Non-GAAP operating expenses of $10.6 million increased by $0.5
            million, or 5% from the previous quarter's operating expenses of
            $10.1 million.
    --  Net Income
        --  GAAP net income of $0.1 million, compared to $7.5 million reported
            in the previous quarter, which included a gain of $9.3 million
            related to the sale-leaseback of our corporate headquarters.
        --  Non-GAAP net income of $3.8 million was consistent with the previous
            quarter's net income of $3.8 million.
    --  Earnings Per Share
        --  GAAP diluted earnings per share of $0.00, compared to $0.15 reported
            in the previous quarter, which included a gain of $9.3 million
            related to the sale-leaseback of our corporate headquarters.
        --  Non-GAAP diluted earnings per share of $0.08 were consistent with
            that reported in the previous quarter.

Keith Tainsky, Exar's Chief Financial Officer, stated, "We remain committed to our fundamental goal of delivering predictable operating results and increasing shareholder value. Through the first half of the fiscal year we have had solid earnings. Increasing advanced product sales and expanding the funnel of cost-down activities is a winning recipe for Exar." Mr. Tainsky continued, "In addition to launching new products for Tier 1 accounts, we will continue to drive the organization and our supply chain to a leaner cost structure. Keeping the pressure on our supply chain will enable our sales team to capitalize and grow our core business."

Fiscal 2017 Third Quarter Guidance:
For the fiscal 2017 third quarter ending January 1, 2017, the Company expects results to be as follows:


    --  Net sales: $27.1 million plus or minus $0.5 million
    --  GAAP gross margin: 47.5% to 49.5% (Non-GAAP 51.5% to 53.5%)
    --  GAAP operating expenses: $13.0 million to $13.5 million (Non-GAAP $10.6
        million to $11.0 million)
    --  GAAP EPS: $(0.01) to $0.02 (Non-GAAP $0.06 to $0.08)

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 this press release.

As previously scheduled, the conference call will begin today, November 2, 2016 at 4:45 p.m. EDT (1:45 p.m. PDT). To access the conference call, please dial (918) 534-8424 or (844) 359-0802. The passcode for the live call is 91970722. 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's mission is to leverage our extensive analog and mixed-signal portfolio, experience and IP to deliver leading-edge application specific technology solutions to target markets where operational excellence and reliability are valued. We service the Industrial, Infrastructure, Automotive, and Audio/Video markets by acting as an extension of the customer's own technology organization and singularly focusing on exceeding customer expectations. For more information, visit http://www.exar.com.

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, including statements regarding the sale of the Company's iML subsidiary to Beijing E-Town Chipone Technology Co., Ltd., including the expected timing of the closing of that transaction, that the Company will continue to drive the organization and its supply chain to a leaner cost structure, the expected impact of keeping the pressure on the Company's supply chain enabling its sales team to capitalize and grow the Company's core business and the Company's financial outlook expectations for the third quarter ending January 1, 2017. 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. 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 filed with the SEC on May 27, 2016 and our Form 10-Q filed with the SEC on August 10, 2016, and available on our Investor webpage and on the SEC website at www.sec.gov.

Discussion of Non-GAAP Financial Measures
The Company's non-GAAP measures exclude charges related to stock-based compensation, amortization of acquired intangible assets, impairment charges, initial gain upon closing sale-leaseback of our corporate headquarters, 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, severance costs associated with the former CEO, accruals for and proceeds received from dispute resolutions and patent litigation, merger and acquisition and related integration costs, certain income tax benefits and credits, 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 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 fixed assets and 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 provide further clarity on its profitability.

Unless otherwise indicated, all non-GAAP financial results exclude the financial results of the iML Display business which the Company is in the process of divesting, and are presented in the GAAP results as discontinued operations.

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 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 this press release.

For more information, visit http://www.exar.com
For Press Inquiries Contact: press@exar.com



    For Investor Relations Contact:

    Keith Tainsky, CFO                Laura Guerrant-Oiye, Investor Relations

    Phone: (510) 668-7201             Phone: (510) 668-7201

    Email: investorrelations@exar.com  Email: laura.guerrant@exar.com

-Tables follow-

Unless otherwise indicated, all financial results presented in the following tables exclude the financial results of the iML Display business which the Company is in the process of divesting, and are presented as discontinued operations.




                                                                                         FINANCIAL COMPARISON

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


    GAAP Results                                                                   THREE MONTHS ENDED                                                       SIX MONTHS ENDED
                                                                                   ------------------                                                       ----------------

                                                             OCTOBER 2, 2016                          JULY 3, 2016                    SEPTEMBER 27, 2015                        OCTOBER 2, 2016                  SEPTEMBER 27, 2015
                                                           ---------------                      ------------                  ------------------                     ---------------               ------------------

    Industrial                                               $19,042        69%                     $18,436        67%                  $17,134         75%                     $37,478        69%                 $36,599         71%

    Infrastructure                                             5,065        18%                       5,596        21%                    2,224         10%                      10,661        19%                   6,698         13%

    Audio/Video                                                1,840         7%                       1,852         7%                    2,022          9%                       3,692         7%                   3,962          8%

    Automotive                                                   961         3%                         779         3%                      859          4%                       1,740         3%                   1,805          4%

    Other                                                        693         3%                         473         2%                      516          2%                       1,166         2%                   1,874          4%
                                                                 ---                                    ---                                 ---                                   -----                              -----

    Net Sales                                                $27,601       100%                     $27,136       100%                  $22,755        100%                     $54,737       100%                 $50,938        100%
                                                             =======                                =======                             =======                                 =======                            =======


    Gross Profit                                             $13,193        48%                     $13,362        49%                   $8,553         38%                     $26,555        49%                 $21,431         42%

    Operating Expenses                                       $13,112        48%                      $5,492        20%                  $13,984         61%                     $18,604        34%                 $29,933         59%

    Income (loss) from
     operations                                                  $81         0%                      $7,870        29%                 $(5,431)       -24%                      $7,951        15%                $(8,502)       -17%

    Net income (loss)
     from continuing
     operations                                                  $83         0%                      $7,543        28%                 $(2,090)        -9%                      $7,626        14%                $(4,444)        -9%

    Net income (loss) per share from continuing operations

      Basic                                                    $0.00                                  $0.15                             $(0.04)                                  $0.15                            $(0.09)

      Diluted                                                  $0.00                                  $0.15                             $(0.04)                                  $0.15                            $(0.09)



    Non-GAAP Results                                                            THREE MONTHS ENDED                                                 SIX MONTHS ENDED
                                                                                ------------------                                                 ----------------

                                                           OCTOBER 2, 2016                       JULY 3, 2016                 SEPTEMBER 27, 2015                     OCTOBER 2, 2016               SEPTEMBER 27, 2015
                                                           ---------------                      ------------                  ------------------                     ---------------               ------------------


    Gross Profit                                             $14,331        52%                     $14,070        52%                   $8,498         37%                     $28,401        52%                 $22,070         43%

    Operating Expenses                                       $10,605        38%                     $10,087        37%                  $11,642         51%                     $20,692        38%                 $24,030         47%

    Income from
     operations                                               $3,726        13%                      $3,983        15%                 $(3,144)       -14%                      $7,709        14%                $(1,960)        -4%

    Net income (loss)
     from continuing
     operations                                               $3,839        14%                      $3,798        14%                 $(3,220)       -14%                      $7,637        14%                $(2,143)        -4%

    Net income (loss) per share from continuing operations

      Basic                                                    $0.08                                  $0.08                             $(0.07)                                  $0.16                            $(0.04)

      Diluted                                                  $0.08                                  $0.08                             $(0.07)                                  $0.15                            $(0.04)


                                                                                                                         EXAR CORPORATION AND SUBSIDIARIES

                                                                                                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                                                     (In thousands, except per share amounts)

                                                                                                                                    (Unaudited)


                                                                 THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                               ------------------                       ----------------

                                                              OCTOBER 2,                JULY 3,                                                     SEPTEMBER 27,           OCTOBER 2,            SEPTEMBER 27,

                                                                                   2016             2016                                                               2015                  2016                      2015
                                                                                   ----             ----                                                               ----                  ----                      ----


    Net sales                                                                   $20,400          $19,636                                                            $14,050               $40,036                   $30,856

    Net sales, related
     party                                                                        7,201            7,500                                                              8,705                14,701                    20,082

       Total net sales                                                           27,601           27,136                                                             22,755                54,737                    50,938
                                                                                 ------           ------                                                             ------                ------                    ------


    Cost of sales:

      Cost of sales (1)                                                          11,008           10,411                                                             10,430                21,419                    20,206

      Cost of sales, related
       party                                                                      2,581            2,769                                                              3,906                 5,350                     8,822

        Restructuring charges
         and exit costs                                                             225                -                                                               740                   225                       740

      Proceeds from legal
       settlement                                                                     -               -                                                           (1,500)                    -                  (1,500)

      Amortization of
       purchased intangible
       assets                                                                       594              594                                                                626                 1,188                     1,239

           Total cost of sales                                                   14,408           13,774                                                             14,202                28,182                    29,507
                                                                                 ------           ------                                                             ------                ------                    ------

    Gross profit                                                                 13,193           13,362                                                              8,553                26,555                    21,431
                                                                                 ------           ------                                                              -----                ------                    ------

    Operating expenses:                                                           47.8%           49.2%                                                             37.6%                48.5%                    42.1%

      Research and
       development(2)                                                             4,945            4,931                                                              5,844                 9,876                    12,273

      Selling, general and
       administrative (3)                                                         7,752            6,564                                                              7,163                14,316                    14,909

      Restructuring charges
       and exit costs                                                                 -             923                                                                977                   923                     2,207

      Merger and acquisition
       costs                                                                        415              855                                                                  -                1,270                       544

      Impairment of design
       tools                                                                          -           1,519                                                                  -                1,519                         -

      Gain on disposal of
       property                                                                       -         (9,300)                                                                 -              (9,300)                        -

                   Total operating
                    expenses                                                     13,112            5,492                                                             13,984                18,604                    29,933

    Income (loss) from
     operations                                                                      81            7,870                                                            (5,431)                7,951                   (8,502)


    Other income and expense, net:

       Interest income and
        other, net                                                                   85                2                                                               (26)                   87                      (48)

       Interest expense and
        other, net                                                                 (29)            (38)                                                              (45)                 (67)                     (93)
                                                                                    ---              ---                                                                ---                   ---                       ---

                  Total other income
                   (expense), net                                                    56             (36)                                                              (71)                   20                     (141)


    Income (loss) before
     income taxes                                                                   137            7,834                                                            (5,502)                7,971                   (8,643)

    Provision for (benefit
     from) income taxes                                                              54              291                                                            (3,412)                  345                   (4,199)
                                                                                    ---              ---                                                             ------                   ---                    ------


    Net income (loss) from
     continuing operations                                                           83            7,543                                                            (2,090)                7,626                   (4,444)
                                                                                    ---            -----                                                             ------                 -----                    ------


    Net income (loss) from
     discontinued
     operations                                                                     925            1,397                                                            (2,107)                2,322                   (2,263)


    Net income (loss)                                                            $1,008           $8,940                                                           $(4,197)               $9,948                  $(6,707)
                                                                                 ======           ======                                                            =======                ======                   =======


    Income (loss) per share - basic

      From continuing
       operations                                                                 $0.00            $0.15                                                            $(0.04)                $0.15                   $(0.09)

      From discontinued
       operations                                                                  0.02             0.03                                                             (0.04)                 0.05                    (0.05)

    Income (loss) per share
     -basic                                                                       $0.02            $0.18                                                            $(0.08)                $0.20                   $(0.14)
                                                                                  =====            =====                                                             ======                 =====                    ======


    Income (loss) per share - diluted

      From continuing
       operations                                                                 $0.00            $0.15                                                            $(0.04)                $0.15                   $(0.09)

      From discontinued
       operations                                                                  0.02             0.03                                                             (0.04)                 0.05                    (0.05)

    Income (loss) per share
     -diluted                                                                     $0.02            $0.18                                                            $(0.08)                $0.20                   $(0.14)
                                                                                  =====            =====                                                             ======                 =====                    ======


    Shares used in the computation of net income (loss) per share:

      Basic                                                                      49,614           48,680                                                             48,121                49,129                    48,024
                                                                                 ======           ======                                                             ======                ======                    ======

      Diluted                                                                    50,434           49,058                                                             48,121                49,661                    48,024
                                                                                 ======           ======                                                             ======                ======                    ======


    (1)Stock-based
     compensation included
     in cost of sales                                                              $301             $114                                                                $79                  $415                      $159

    (2)Stock-based
     compensation included
     in R&D                                                                         524              246                                                                 98                   770                       392

    (3)Stock-based
     compensation included
     in SG&A                                                                      1,579              733                                                              1,099                 2,312                     2,448


                                                EXAR CORPORATION AND SUBSIDIARIES

                                              CONDENSED CONSOLIDATED BALANCE SHEETS

                                                          (In thousands)

                                                           (Unaudited)


                                                OCTOBER 2,                          JULY 3,         MARCH 27,

                                                                 2016                          2016               2016
                                                                 ----                          ----               ----

                                     ASSETS


    Current assets:

    Cash and cash equivalents                                 $96,382                       $85,276            $55,070

    Accounts receivable, net                                   15,693                        15,539             16,130

    Accounts receivable, related
     party, net                                                 3,184                         3,184              3,247

    Inventories                                                23,245                        22,104             20,807

    Other current assets                                        2,000                         2,179              1,922

    Assets held for sale                                       89,745                        92,688             93,911
                                                               ------                        ------             ------

    Total current assets                                      230,249                       220,970            191,087


    Property, plant and equipment,
     net                                                        4,984                         5,159             20,299

    Goodwill                                                   31,613                        31,613             31,613

    Intangible assets, net                                     10,307                        11,012             11,735

    Other non-current assets                                      972                         1,006                639
                                                                  ---                         -----                ---


    Total assets                                             $278,125                      $269,760           $255,373
                                                             ========                      ========           ========


                                            LIABILITIES AND STOCKHOLDERS' EQUITY


    Current liabilities:

    Accounts payable                                           $7,200                       $11,312            $11,258

    Accrued compensation and
     related benefits                                           2,839                         2,273              2,984

    Deferred income and allowances
     on sales to distributors                                   3,017                         3,213              3,053

    Deferred income and allowances
     on sales to distributors,                                  3,357                         5,885              4,683
       related party

    Other current liabilities                                  11,800                        12,299             10,669

    Liabilities held for sale                                   7,376                         2,479              3,470
                                                                -----                         -----              -----

           Total current liabilities                           35,589                        37,461             36,117


    Long-term lease financing
     obligations                                                  428                           856              1,285

    Other non-current obligations                               4,094                         4,314              3,422
                                                                -----                         -----              -----


    Total liabilities                                          40,111                        42,631             40,824


    Stockholders' equity                                      238,014                       227,129            214,549
                                                              -------                       -------            -------

    Total liabilities and
     stockholders' equity                                    $278,125                      $269,760           $255,373
                                                             ========                      ========           ========




                                                                                                                                            EXAR CORPORATION AND SUBSIDIARIES

                                                                                                                                 SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

                                                                                                                                         (In thousands, except per share amounts)

                                                                                                                                                       (Unaudited)


                                                                                 THREE MONTHS ENDED
                                                                                OCTOBER 2, 2016
                                                                                ---------------

                                                         Gross Margin         Oper. Expenses                Oper. Income                                         Net Income from                     Oper. Income from             Net Income from                  Net Income
                                                                                                                                                              Cont. Operations                      Disc. Operations            Disc. Operations
                                                                                                                                                                                                                                                                                      ---

     GAAP amount                                                      $13,193                       $13,112                    $81                                                              $83                      $1,034                             $925                         $1,008

    Adjustments to GAAP amounts:

       Amortization of
        purchased intangible
        assets                                                            594                         (108)                   702                                                              702                           -                               -                           702

      Restructuring charges
       and other non-GAAP
       exit costs, net                                                    243                             -                   243                                                              243                           -                               -                           243

       Stock-based
        compensation                                                      301                       (2,103)                 2,404                                                            2,404                         761                              761                          3,165

       Merger and
        acquisition costs                                                   -                        (415)                   415                                                              415                           -                               -                           415

       Transition service
        and retention
        charges for disposal
        group                                                               -                        (279)                   279                                                              279                         965                              965                          1,244

       Impairment of design
        tools                                                               -                            -                     -                                                               -                          -                               -                             -

       Gain on disposal of
        property                                                            -                          398                  (398)                                                           (398)                          -                               -                         (398)

       Income tax effects                                                   -                            -                     -                                                             111                           -                             112                            223
                                                                          ---                          ---                   ---                                                             ---                         ---                             ---                            ---

    Non-GAAP amount                                                   $14,331                       $10,605                 $3,726                                                           $3,839                      $2,760                           $2,763                         $6,602
                                                                      =======                       =======                 ======                                                           ======                      ======                           ======                         ======

    % of revenue                                                        51.9%                        38.4%                 13.5%                                                           13.9%                                                        N/A

    Non-GAAP net income per share                                                                                                                                                        $0.08                                                       $0.05

    Shares used in the computation of Non-GAAP net income per
     share                                                                                                                                                                              51,165                                                      51,165


                                                                              THREE MONTHS ENDED
                                                                                 JULY 3, 2016
                                                                                 ------------

                                                         Gross Margin         Oper. Expenses                Oper. Income                                         Net Income from                     Oper. Income from             Net Income from                  Net Income
                                                                                                                                                              Cont. Operations                      Disc. Operations            Disc. Operations
                                                                                                                                                                                                                                                                                      ---

     GAAP amount                                                      $13,362                        $5,492                 $7,870                                                           $7,543                      $1,493                           $1,397                         $8,940

    Adjustments to GAAP amounts:

       Amortization of
        purchased intangible
        assets                                                            594                         (125)                   719                                                              719                       1,806                            1,806                          2,525

      Restructuring charges
       and other non-GAAP
       exit costs, net                                                      -                        (923)                   923                                                              923                         109                              109                          1,032

       Stock-based
        compensation                                                      114                         (979)                 1,093                                                            1,093                        (52)                            (52)                         1,041

       Merger and
        acquisition costs                                                   -                        (855)                   855                                                              855                           -                               -                           855

       Transition service
        for disposal group                                                  -                        (304)                   304                                                              304                           -                               -                           304

       Impairment of design
        tools                                                               -                      (1,519)                 1,519                                                            1,519                           -                               -                         1,519

       Gain on disposal of
        property                                                            -                        9,300                (9,300)                                                         (9,300)                          -                               -                       (9,300)

       Income tax effects                                                   -                            -                     -                                                             142                           -                             160                            302
                                                                          ---                          ---                   ---                                                             ---                         ---                             ---                            ---

    Non-GAAP amount                                                   $14,070                       $10,087                 $3,983                                                           $3,798                      $3,356                           $3,420                         $7,218
                                                                      =======                       =======                 ======                                                           ======                      ======                           ======                         ======

    % of revenue                                                        51.8%                        37.2%                 14.7%                                                           14.0%                                                        N/A

    Non-GAAP net income per share                                                                                                                                                        $0.08                                                       $0.07

    Shares used in the computation of Non-GAAP net income per
     share                                                                                                                                                                              49,281                                                      49,281



                                                                              THREE MONTHS ENDED
                                                                              SEPTEMBER 27, 2015
                                                                              ------------------

                                                         Gross Margin         Oper. Expenses                Oper. Income                                        Net Income (Loss)                    Oper. Income from            Net Income (Loss)              Net Income (Loss)
                                                                                                            (Expense)                                            from Cont.                         Disc. Operations               from Disc.
                                                                                                                                                                 Operations                                                        Operations
                                                                                                                                                                                                                                                                                      ---

     GAAP amount                                                       $8,553                       $13,984               $(5,431)                                                        $(2,090)                       $180                         $(2,107)                      $(4,197)

    Adjustments to GAAP amounts:

       Amortization of
        purchased intangible
        assets                                                            626                         (125)                   751                                                              751                       2,650                            2,650                          3,401

      Restructuring charges
       and other non-GAAP
       exit costs, net                                                    740                         (977)                 1,717                                                            1,717                         339                              339                          2,056

       Stock-based
        compensation                                                       79                       (1,197)                 1,276                                                            1,276                         176                              176                          1,452

       Proceeds from legal
        settlement                                                    (1,500)                            -               (1,500)                                                         (1,500)                        201                              201                        (1,299)

       Merger and
        acquisition costs                                                   -                         (43)                    43                                                               43                           -                               -                            43

       Income tax effects                                                   -                            -                     -                                                         (3,417)                          -                           2,229                        (1,188)
                                                                          ---                          ---                   ---                                                          ------                         ---                           -----                         ------

    Non-GAAP amount                                                    $8,498                       $11,642               $(3,144)                                                        $(3,220)                     $3,546                           $3,488                           $268
                                                                       ======                       =======                =======                                                          =======                      ======                           ======                           ====

    % of revenue                                                        37.3%                        51.2%                -13.8%                                                          -14.2%                                                        N/A

    Non-GAAP net income (loss) per share                                                                                                                                               $(0.07)                                                      $0.07

    Shares used in the computation of Non-GAAP net income
     (loss) per share                                                                                                                                                                   48,121                                                      49,172


                                                                                                                                              EXAR CORPORATION AND SUBSIDIARIES

                                                                                                                                   SUPPLEMENTAL RECONCILIATION OF GAAP TO NON-GAAP RESULTS

                                                                                                                                           (In thousands, except per share amounts)

                                                                                                                                                         (Unaudited)


                                                                                  SIX MONTHS ENDED
                                                                               OCTOBER 2, 2016
                                                                               ---------------

                                                         Gross Margin         Oper. Expenses                 Oper. Income                                         Net Income from                         Oper. Income from             Net Income from                  Net Income
                                                                                                                                                               Cont. Operations                          Disc. Operations            Disc. Operations
                                                                                                                                                                                                                                                                                           ---

     GAAP amount                                                      $26,555                       $18,604                  $7,951                                                           $7,626                          $2,527                           $2,322                         $9,948

    Adjustments to GAAP amounts:

       Amortization of
        purchased intangible
        assets                                                          1,188                         (233)                  1,421                                                            1,421    -                      1,806                            1,806                          3,227

      Restructuring charges
       and other non-GAAP
       exit costs, net                                                    243                         (923)                  1,166                                                            1,166    -                        109                              109                          1,275

       Stock-based
        compensation                                                      415                       (3,082)                  3,497                                                            3,497    -                        709                              709                          4,206

       Merger and
        acquisition costs                                                   -                      (1,270)                  1,270                                                            1,270    -                          -                               -                         1,270

       Transition service
        and retention
        charges for disposal
        group                                                               -                        (583)                    583                                                              583    -                        965                              965                          1,548

       Impairment of design
        tools                                                               -                      (1,519)                  1,519                                                            1,519    -                          -                               -                         1,519

       Gain on disposal of
        property                                                            -                        9,698                 (9,698)                                                         (9,698)   -                          -                               -                       (9,698)

       Income tax effects                                                   -                            -                      -                                                             253    -                          -                             272                            525
                                                                          ---                          ---                    ---                                                             ---                             ---                             ---                            ---

    Non-GAAP amount                                                   $28,401                       $20,692                  $7,709                                                           $7,637                          $6,116                           $6,183                        $13,820
                                                                      =======                       =======                  ======                                                           ======                          ======                           ======                        =======

    % of revenue                                                        51.9%                        37.8%                  14.1%                                                           14.0%                                                            N/A

    Non-GAAP net income per share                                                                                                                                                         $0.15                                                           $0.12

    Shares used in the computation of Non-GAAP net income per
     share                                                                                                                                                                               50,323                                                          50,323


                                                                               SIX MONTHS ENDED
                                                                              SEPTEMBER 27, 2015
                                                                              ------------------

                                                         Gross Margin         Oper. Expenses                 Oper. Income                                        Net Income (Loss)                        Oper. Income from            Net Income (Loss)              Net Income (Loss)
                                                                                                            (Expense)                                             from Cont.                             Disc. Operations               from Disc.
                                                                                                                                                                  Operations                                                            Operations
                                                                                                                                                                                                                                                                                           ---

     GAAP amount                                                      $21,431                       $29,933                $(8,502)                                                        $(4,444)                           $912                         $(2,263)                      $(6,707)

    Adjustments to GAAP amounts:

       Amortization of
        purchased intangible
        assets                                                          1,239                         (269)                  1,508                                                            1,508                           5,259                            5,259                          6,767

      Restructuring charges
       and other non-GAAP
       exit costs, net                                                    740                       (2,208)                  2,948                                                            2,948                             745                              745                          3,693

       Stock-based
        compensation                                                      160                       (2,839)                  2,999                                                            2,999                             390                              390                          3,389

       Proceeds from legal
        settlement                                                    (1,500)                            -                (1,500)                                                         (1,500)                            201                              201                        (1,299)

       Merger and
        acquisition costs                                                   -                        (587)                    587                                                              587                             124                              124                            711

       Income tax effects                                                   -                            -                      -                                                         (4,241)                              -                           3,033                        (1,208)
                                                                          ---                          ---                    ---                                                          ------                             ---                           -----                         ------

    Non-GAAP amount                                                   $22,070                       $24,030                $(1,960)                                                        $(2,143)                         $7,631                           $7,489                         $5,346
                                                                      =======                       =======                 =======                                                          =======                          ======                           ======                         ======

    % of revenue                                                        43.3%                        47.2%                  -3.8%                                                           -4.2%                                                            N/A

    Non-GAAP (loss) net income per share                                                                                                                                                $(0.04)                                                          $0.15

    Shares used in the computation of Non-GAAP net income
     (loss) per share                                                                                                                                                                    48,024                                                          49,661

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SOURCE Exar Corporation