UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


 

FORM 10-Q

 

 

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

 

For the quarterly period ended June 28, 2015

 

OR

 

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

 

For the transition period from        to

 

 

Commission File No. 0-14225

 


 

EXAR CORPORATION

(Exact Name of Registrant as specified in its charter)

 

Delaware

94-1741481

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

 

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices, Zip Code)

 

(510) 668-7000

(Registrant’s telephone number, including area code)

 


 

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

 

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

 

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

 

Large accelerated filer    ☐            Accelerated filer    ☒            

Non-accelerated filer    ☐          (Do not check if a smaller reporting company)      Smaller reporting company    ☐

 

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

 

The number of shares outstanding of the Registrant’s Common Stock was 48,107,855 as of August 4, 2015.

 



 

 
 

 

 

EXAR CORPORATION AND SUBSIDIARIES

 

INDEX TO

 

QUARTERLY REPORT ON FORM 10-Q

 

FOR THE QUARTERLY PERIOD ENDED JUNE 28, 2015

 

   

Page

 

PART I – FINANCIAL INFORMATION

 
     

Item 1.

Financial Statements

3

     
 

Condensed Consolidated Balance Sheets (Unaudited)

3

     
 

Condensed Consolidated Statements of Operations (Unaudited)

4

     
 

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

5

     
 

Condensed Consolidated Statements of Cash Flows (Unaudited)

6

     
 

Notes to Condensed Consolidated Financial Statements (Unaudited)

7

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

26

     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31

     

Item 4.

Controls and Procedures

32

     
 

PART II – OTHER INFORMATION

 
     

Item 1.

Legal Proceedings

33

     

Item 1A.

Risk Factors

33

     

Item 6.

Exhibits

48

     
 

Signatures

49

     
 

Index to Exhibits

50

 

 
2

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS

 

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(Unaudited)

 

   

June 28,

   

March 29,

 
   

2015

   

2015

 

ASSETS

               
                 

Current assets:

               

Cash and cash equivalents

  $ 55,760     $ 55,233  

Accounts receivable (net of allowances of $735 and $1,334)

    25,434       27,459  

Accounts receivable, related party (net of allowances of $316 and $774)

    541       1,663  

Inventories

    33,333       30,767  

Other current assets

    3,973       3,090  

Total current assets

    119,041       118,212  
                 

Property, plant and equipment, net

    24,637       26,077  

Goodwill

    44,871       44,871  

Intangible assets, net

    82,732       86,102  

Other non-current assets

    7,821       7,838  

Total assets

  $ 279,102     $ 283,100  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY

               
                 

Current liabilities:

               

Accounts payable

  $ 16,437     $ 13,526  

Accrued compensation and related benefits

    4,736       5,649  

Deferred income and allowances on sales to distributors

    3,597       3,362  

Deferred income and allowances on sales to distributors, related party

    3,596       6,982  

Other current liabilities

    20,124       21,287  

Total current liabilities

    48,490       50,806  
                 

Long-term lease financing obligations

    4,629       5,069  

Other non-current obligations

    4,420       4,393  

Total liabilities

    57,539       60,268  
                 

Commitments and contingencies (Notes 14, 15 and 16)

               
                 

Stockholders' equity:

               

Common stock, $.0001 par value; 100,000,000 shares authorized; 48,058,692 and 47,745,618 shares outstanding

    5       5  

Additional paid-in capital

    522,731       521,490  

Accumulated other comprehensive loss

    (26 )     (26 )

Accumulated deficit

    (301,147 )     (298,637 )

Total Exar Corporation stockholders' equity

    221,563       222,832  

Total liabilities and stockholders’ equity

  $ 279,102     $ 283,100  

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 
3

 

 

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

 

   

Three Months Ended

 
   

June 28,

   

June 29,

 
   

2015

   

2014

 

Sales:

               

Net sales

  $ 29,045     $ 21,698  

Net sales, related party

    11,377       9,021  

Total net sales

    40,422       30,719  
                 

Cost of sales:

               

Cost of sales

    15,601       12,380  

Cost of sales, related party

    4,916       3,838  

Amortization of purchased intangible assets and inventory step-up cost

    2,468       3,545  

Total cost of sales

    22,985       19,763  

Gross profit

    17,437       10,956  
                 

Operating expenses:

               

Research and development

    9,477       8,481  

Selling, general and administrative

    10,299       9,777  

Merger and acquisition costs

          4,050  

Total operating expenses

    19,776       22,308  

Loss from operations

    (2,339 )     (11,352 )

Other income and expense, net:

               

Interest income and other, net

    (14 )     290  

Interest expense

    (52 )     (486 )

Total other income and expense, net

    (66 )     (196 )

Loss before income taxes

    (2,405 )     (11,548 )

Provision for income taxes

    105       692  

Net loss

    (2,510 )     (12,240 )

Less: Net loss attributable to non-controlling interests

          135  

Net loss attributable to Exar Corporation

  $ (2,510 )   $ (12,105 )
                 

Net loss per share:

               

Basic

  $ (0.05 )   $ (0.26 )

Diluted

    (0.05 )     (0.26 )
                 

Shares used in the computation of net loss per share:

               

Basic

    47,927       47,236  

Diluted

    47,927       47,236  

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 
4

 

 

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)

 

   

Three Months Ended

 
   

June 28,

   

June 29,

 
   

2015

   

2014

 

Net loss

  $ (2,510 )   $ (12,105 )
Changes in market value of investments:                

Changes in unrealized gains

          199  

Reclassification adjustment for net realized gains (losses)

          26  

Release of tax provision for unrealized gains

          828  

Net change in market value of investments

          1,053  

Comprehensive loss

    (2,510 )     (11,052 )

Less: comprehensive loss attributable to non-controlling interests

          135  

Comprehensive loss attributable to Exar Corporation

  $ (2,510 )   $ (10,917 )

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 
5

 

 

 EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   

Three Months Ended

 
   

June 28,

   

June 29,

 
   

2015

   

2014

 

Cash flows from operating activities:

               

Net loss

  $ (2,510 )   $ (12,240 )

Reconciliation of net loss to net cash provided by (used in) operating activities:

               

Depreciation and amortization

    4,968       3,309  

Stock-based compensation expense

    1,937       3,127  

Restructuring charges and exit costs

    55       77  

Release of deferred tax valuation allowance

          828  

Net change in fair value of contingent consideration

          (431 )

Changes in operating assets and liabilities:

               

Accounts receivable and accounts receivable, related party

    3,147       (692 )

Inventories

    (2,566 )     944  

Other current and non-current assets

    (866 )     (1,460 )

Accounts payable

    2,812       (3,824 )

Accrued compensation and related benefits

    (913 )     (538 )

Other current and non-current liabilities

    (1,351 )     178  

Deferred income and allowance on sales to distributors and related party distributor

    (3,151 )     2,585  

Net cash provided by (used in) operating activities

    1,562       (8,137 )
                 

Cash flows from investing activities:

               

Purchases of property, plant and equipment and intellectual property, net

    (105 )     (551 )

Purchases of short-term marketable securities

          (9,296 )

Proceeds from maturities of short-term marketable securities

          3,997  

Proceeds from sales of short-term marketable securities

          158,412  

Acquisition of Integrated Memory Logic, net of cash received

          (72,659 )

Restricted cash

          (26,000 )

Net cash provided by (used in) investing activities

    (105 )     53,903  
                 

Cash flows from financing activities:

               

Proceeds from issuance of common stock

    966       1,380  

Purchase of stock for withholding taxes on vested restricted stock

    (1,083 )     (569 )

Cash settlement of fully vested equity award

    (354 )      

Proceeds from issuance of debt

          91,000  

Repayment of debt

          (26,000 )

Repurchase of common stock

          (3,000 )

Payments of lease financing obligations

    (459 )     (30 )

Net cash provided by (used in) financing activities

    (930 )     62,781  
                 

Net increase in cash and cash equivalents

    527       108,547  

Cash and cash equivalents at the beginning of period

    55,233       14,614  

Cash and cash equivalents at the end of period

  $ 55,760     $ 123,161  
                 

Supplemental disclosure of cash flow and non-cash information

               
                 

Release of restricted stock upon vesting

          408  

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

 
6

 

 

EXAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

 

Description of Business— Exar Corporation (“Exar,” “us,” “our” or “we”) was incorporated in California in 1971 and reincorporated in Delaware in 1991. Exar designs, develops and markets high performance analog mixed-signal integrated circuits (“ICs”) and advanced sub-system solutions for the Industrial and Embedded Systems, High-End Consumer and Infrastructure markets. Our comprehensive knowledge of end-user markets along with the underlying analog, mixed signal and digital technology has enabled us to provide innovative solutions designed to meet the needs of the evolving connected world. Applying both analog and digital technologies, our products are deployed in a wide array of applications such as industrial, instrumentation and medical equipment, networking and telecommunication systems, servers, flat panel displays, LED lighting solutions, set top boxes and digital video recorders. We provide customers with a breadth of component products and sub-system solutions based on advanced silicon integration. Exar’s product portfolio includes Connectivity, Mixed-signal, Power Management, High Performance Analog, Processors, Flat Panel Display and LED lighting.

 

Basis of Presentation and Use of Management Estimates—The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 29, 2015 as filed with the SEC. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, that we believe are necessary for a fair statement of Exar’s financial position as of June 28, 2015 and our results of operations for the three months ended June 28, 2015 and June 29, 2014, respectively. These condensed consolidated financial statements are not necessarily indicative of the results to be expected for the entire year.

 

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

 

Our fiscal years consist of 52 or 53 weeks. In a 52-week year, each fiscal quarter consists of 13 weeks. Fiscal years 2016 and 2015 both consist of 52 weeks.

 

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. The core principle of ASU 2014-09 is that revenue should be recognized in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process in order to achieve this core principle which may require the use of judgment and estimates. The entity may adopt ASU 2014-09 either by using a full retrospective approach for all periods presented or a modified retrospective approach. This standard is effective for annual reporting periods beginning after December 15, 2017. Exar is currently evaluating the effect adoption of this standard will have, if any, on its consolidated financial position, results of operations or cash flows.

 

In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. Under ASU No. 2014-12, a performance target that affects vesting and that could be achieved after the requisite service period should be treated as a performance condition and therefore, should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. ASU No. 2014-12 is effective for annual reporting periods beginning after December 15, 2015. Exar has not yet selected a transition method and is currently evaluating the effect of adoption of this standard, if any, on its consolidated financial position, results of operations or cash flows.

 

 
7

 

 

In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures requirement. ASU 2014-15 (1) provides a definition of the term substantial doubt, (2) requires an evaluation every reporting period including interim periods, (3) provides principles for considering the mitigating effect of management’s plans, (4) requires certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) requires an express statement and other disclosures when substantial doubt is not alleviated, and (6) requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual reporting period ending after December 15, 2016, and for annual periods and interim periods thereafter. Exar does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.

 

NOTE 3.    BUSINESS COMBINATIONS

 

We periodically evaluate potential strategic acquisitions to broaden our product offering and build upon our existing library of intellectual property, human capital and engineering talent, in order to expand our capabilities in the areas in which we operate or to acquire complementary businesses.

 

We account for each business combination by applying the acquisition method, which requires (1) identifying the acquiree; (2) determining the acquisition date; (3) recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any non-controlling interest we have in the acquiree at their acquisition date fair value; and (4) recognizing and measuring goodwill or a gain from a bargain purchase.

 

Assets acquired and liabilities assumed in a business combination that arise from contingencies are recognized at fair value on the acquisition date if fair value can be determined during the measurement period. If fair value cannot be determined, we typically account for the acquired contingencies using existing guidance for a reasonable estimate.

 

To establish fair value, we measure the price that would be received by selling an asset or paid to transfer a liability in an ordinary transaction between market participants. The measurement assumes the highest and best use of the asset by the market participants that would maximize the value of the asset or the group of assets within which the asset would be used at the measurement date, even if the intended use of the asset is different.

 

When partial ownership in an acquiree is obtained and it is determined that the company controls the acquiree, the assets acquired, liabilities assumed and any non-controlling interests are recognized and consolidated at 100% of their fair values at that date, regardless of the percentage ownership in the acquiree. As goodwill is calculated as a residual, all goodwill of the acquired business, not just the company's share, is recognized under this “full-goodwill” approach. Non-controlling interests are stated at the non-controlling shareholder's proportion of the acquired net assets. The results of entities acquired during the year are included until the date control changes.

 

Acquisition related costs, including finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees are accounted for as expenses in the periods in which the costs are incurred and the services are received, with the exception that the costs to issue debt or equity securities are recognized in accordance with other applicable GAAP.

 

Acquisition of Integrated Memory Logic Limited

 

On June 3, 2014, we acquired approximately 92% of the outstanding shares of Integrated Memory Logic Limited (“iML”), a leading provider of analog mixed-signal solutions for the flat panel display market. On September 15, 2014, we completed the acquisition through a second-step merger to acquire all of the remaining outstanding shares of iML. The iML acquisition supports Exar's strategy of building a large scale diversified analog mixed-signal business. iML’s results of operations and estimated fair value of assets acquired and liabilities assumed were included in our consolidated financial statements beginning June 4, 2014.

 

Consideration

 

In June 2014, we acquired approximately 92% of iML’s outstanding shares for $206.4 million in cash. In September 2014, we acquired the remaining 8% of iML’s outstanding shares and vested options exercised subsequent to June 3, 2014 for $18.9 million. Additionally, as required under the terms of the merger agreement, we assumed and converted iML’s employees’ then outstanding options into options to purchase 1.5 million shares of Exar’s common stock. The fair value of pre-merger vested options of $3.8 million was recorded as purchase consideration.

 

In accordance with Accounting Standard Codification (“ASC”) 805, Business Combinations, the acquisition of iML’s outstanding shares was recorded as a purchase business acquisition since iML was considered a business. Under the purchase method of accounting, the fair value of the consideration was allocated to net assets acquired. The fair value of purchased identifiable intangible assets was determined using discounted cash flow models from operating projections prepared by management using an internal rate of return of 16.9%. The excess of the fair value of consideration paid over the fair values of net assets acquired and identifiable intangible assets resulted in recognition of goodwill of $14.5 million. Goodwill is primarily from expected synergies resulting from combining the operations of iML with that of Exar and is not deductible for tax purposes. The fair value of non-controlling interests was calculated using cash value per acquired share multiplied by the remaining 8% outstanding shares.

 

 
8

 

 

The summary of the purchase consideration is as follows (in thousands):

 

   

Amount

 

Cash

  $ 206,411  

Consideration for the acquisition of non-controlling interests

    17,872  

Fair value of assumed iML employee options

    3,835  

Total purchase price

  $ 228,118  

 

Purchase Price Allocation

 

The allocation of total purchase price to iML’s tangible and identifiable intangible assets and liabilities assumed was based on their estimated fair values at the date of acquisition.

 

The fair value allocated to each of the major classes of tangible and identifiable intangible assets acquired and liabilities assumed in the iML acquisition was as follows (in thousands):

 

   

Amount

 

Identifiable tangible assets (liabilities)

       

Cash

  $ 133,752  

Accounts receivable

    10,096  

Inventories

    3,950  

Other current assets

    962  

Property, plant and equipment

    480  

Other assets

    308  

Current liabilities

    (12,356 )

Long-term liabilities

    (3,595 )

Total identifiable tangible assets (liabilities), net

    133,597  

Identifiable intangible assets

    80,060  

Total identifiable assets, net

    213,657  

Goodwill

    14,461  

Fair value of total consideration transferred

  $ 228,118  

 

The following table sets forth the components of identifiable intangible assets acquired in connection with the iML acquisition (in thousands):

 

   

Amount

 

Developed technologies

  $ 55,780  

In-process research and development

    8,100  

Customer relationships

    15,060  

Trade names

    1,120  

Total identifiable intangible assets

  $ 80,060  

 

Acquisition Related Costs

 

Acquisition related costs, or deal costs, relating to iML are included in the merger and acquisition costs and interest expense line on the consolidated statement of operations for fiscal year 2015 and were approximately $7.2 million, of which $4.2 million were incurred during the three months ended June 29, 2014.

 

 
9

 

 

NOTE 4.

BALANCE SHEET DETAILS

 

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

 

   

June 28,

2015

   

March 29,

2015

 

Work-in-process and raw materials

  $ 17,165     $ 16,789  

Finished goods

    16,168       13,978  

Total inventories

  $ 33,333     $ 30,767  

 

 

Our property, plant and equipment consisted of the following as of the dates indicated below (in thousands):

 

   

June 28,

2015

   

March 29,

2015

 

Land

  $ 6,660     $ 6,660  

Building

    17,431       17,431  

Machinery and equipment

    41,501       41,449  

Software and licenses

    22,201       22,044  

Property, plant and equipment, total

    87,793       87,584  

Accumulated depreciation and amortization

    (63,156

)

    (61,507

)

Total property, plant and equipment, net

  $ 24,637     $ 26,077  

 

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

 

   

June 28,

2015

   

March 29,

2015

 

Deferred tax liability

  $ 7,092     $ 7,021  

Short-term lease financing obligations

    3,816       3,834  

Accrued retention bonus

    3,176       2,951  

Purchase consideration holdback

    1,006       1,006  

Accrued manufacturing expenses, royalties and licenses

    785       1,122  

Accrued legal and professional services

    701       982  

Accrued sales and marketing expenses

    591       686  

Accrued restructuring charges and exit costs

    432       982  

Other current liabilities

    2,525       2,703  

Total other current liabilities

  $ 20,124     $ 21,287  

 

Our other non-current obligations consisted of the following (in thousands) as of the dates indicated:

 

   

June 28,

2015

   

March 29,

2015

 

Long-term taxes payable

  $ 4,370     $ 4,351  

Other

    50       42  

Total other non-current obligations

  $ 4,420     $ 4,393  

 

NOTE 5.

FAIR VALUE

 

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

 

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

 

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

 

 
10

 

 

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

 

Our cash and investment instruments are classified within Level 1 or Level 2 of the fair value hierarchy because they are valued using quoted market prices, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

 

In the first quarter of fiscal year 2015, we received approximately 93,000 common shares of CounterPath Corporation (“CounterPath”) through the dissolution of Skypoint Telecom Fund II (US), L.P., a venture capital fund that invested primarily in private companies in the telecommunications and/or networking industries, of which we estimated the fair value using the market value of common shares as determined by trading on the Nasdaq CM market. See Note 7 — “Long –Term Investment. These securities have been classified to Level 2 and recorded in the other non-current assets line item on the condensed consolidated balance sheet. We believe the fair value inputs of CounterPath do not meet all of the criteria for Level 1 classification primarily due to the low trading volume of the stock.

 

There were no transfers between Level 1, Level 2, and Level 3 during the fiscal quarter ended June 28, 2015.

 

The following table summarizes our other investments assets as of June 28, 2015 (in thousands):

 

   

June 28, 2015

 
   

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                               

Money market funds

  $ 4     $     $     $ 4  

Common shares of CounterPath

          48             48  

Total investment assets

  $ 4     $ 48     $     $ 52  

 

The following table summarizes our other investments assets as March 29, 2015 (in thousands):

 

   

March 29, 2015

 
   

Level 1

   

Level 2

   

Level 3

   

Total

 

Assets:

                               

Money market funds

  $ 6     $     $     $ 6  

Common shares of CounterPath

          48             48  

Total investment assets

  $ 6     $ 48     $     $ 54  

 

Our cash and cash equivalents as of the dates indicated below were as follows (in thousands):

 

   

June 28,

2015

   

March 29,

2015

 

Cash and cash equivalents

               

Cash at financial institutions

  $ 55,756     $ 55,227  

Money market funds

    4       6  

Total cash and cash equivalents

  $ 55,760     $ 55,233  

 

In the first quarter of fiscal year 2015, we sold all of our short term investments to fund the iML acquisition.

 

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

 

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

 

   

Three Months Ended

 
   

June 28, 2015

   

June 29, 2014

 

Gross realized gains

  $     $ 264  

Gross realized losses

          (238 )

Net realized gain (losses)

  $     $ 26  

 

 
11

 

 

In fiscal year 2013 and 2014, we completed acquisitions of Altior Inc. (“Altior”) and Cadeka Technologies (Cayman) Holding Ltd. (“Cadeka”) and recorded $10.1 million and $4.7 million purchase consideration earn-outs, respectively. The fair value of contingent consideration arising from the Altior and Cadeka acquisitions is classified within Level 3 of the fair value hierarchy since it is based on a probability-based approach that includes significant unobservable inputs. A significant increase (decrease) in the projected revenue, discount rate or probability of occurrence in isolation could result in a significantly higher (lower) fair value measurement. We calculate the fair value of the contingent consideration on a quarterly basis based on a collaborative effort of our operations and financial accounting groups based on additional information as it becomes available. Any change in the fair value adjustment is recorded in the earnings of that period. The fair value of the contingent consideration liabilities was reduced to zero during the second quarter of fiscal year 2015.

 

The change in the fair value of our Altior purchase consideration liability is as follows (in thousands):

 

   

Amount

 

As of April 1, 2012

  $  

Estimated contingent consideration liability

    10,138  

As of March 31, 2013

    10,138  

Fair value adjustment

    (7,165

)

As of March 30, 2014

    2,973  

Fair value adjustment

    (2,973

)

As of March 29, 2015

  $  

 

The change in the fair value of our Cadeka purchase consideration liability is as follows (in thousands):

 

   

Amount

 

As of March 31, 2013

  $  

Estimated contingent consideration liability

    4,660  

Fair value adjustment

    (3,290

)

As of March 30, 2014

    1,370  

Fair value adjustment

    (1,370

)

As of March 29, 2015

  $  

 

 

NOTE 6.

GOODWILL AND INTANGIBLE ASSETS

 

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. We evaluate goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We conduct our annual impairment analysis in the fourth quarter of each fiscal year. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. Estimations and assumptions regarding the number of reporting units, future performances, results of our operations and comparability of our market capitalization and net book value will be used. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss. As of June 28, 2015, no events or changes in circumstances suggest that the carrying amount for goodwill may not be recoverable and therefore we did not perform an interim goodwill impairment analysis.

 

The changes in the carrying amount of goodwill for first fiscal quarter of 2016 and 2015 were as follows (in thousands):

 

   

June 28, 2015

   

March 29, 2015

 

Beginning balance

  $ 44,871     $ 30,410  

Goodwill additions

          14,461  

Ending balance

  $ 44,871     $ 44,871  

 

Goodwill additions during the first quarter of fiscal 2015 consisted of $14.5 million residual allocation from the iML acquisition purchase price accounting. 

 

 
12

 

 

Intangible Assets

 

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

 

   

June 28, 2015

    March 29, 2015  
   

Carrying Amount

   

Accumulated Amortization

   

Net Carrying Amount

   

Carrying Amount

   

Accumulated Amortization

   

Impairment charge

   

Net Carrying Amount

 

Amortized intangible assets:

                                                       

Existing technology

  $ 113,785     $ (49,852

)

  $ 63,933     $ 120,041     $ (47,259

)

  $ (9,134

)

  $ 63,648  

Customer relationships

    14,295       (5,005

)

    9,290       15,165       (4,520

)

    (870

)

    9,775  

Distributor relationships

    7,254       (2,188

)

    5,066       7,254       (1,973

)

          5,281  

Patents/Core technology

    3,459       (3,459

)

          3,459       (3,446

)

          13  

Trade names

    1,330       (338

)

    992       1,330       (274

)

          1,056  

Total intangible assets subject to amortization

    140,123       (60,842

)

    79,281       147,249       (57,472

)

    (10,004

)

    79,773  

In-process research and development

    3,451             3,451       9,148             (2,819

)

    6,329  

Total

  $ 143,574     $ (60,842

)

  82,732     156,397     (57,472

)

  (12,823

)

  $ 86,102  

 

Long-lived assets are amortized on a straight-line basis over their respective estimated useful lives. Existing technology is amortized over two to nine years. Customer relationships are amortized over five to seven years. Distributor relationships are amortized over seven years. Patents/core technology is amortized over six years. Trade names are amortized over three to six years. In-process Research & Development (“IPR&D”) is reclassified as existing technology upon completion or written off upon abandonment. During the first quarter of fiscal year 2016, $2.9 million of IPR&D was reclassified as existing technology upon completion and started amortization. During the third quarter of fiscal year 2015, $1.2 million of IPR&D was reclassified as existing technology upon completion and started amortization. As a result of not meeting critical specifications, we abandoned one IPR&D project and recorded a $0.5 million charge in the impairment of intangible assets line on the consolidated statement of operations in the fourth quarter of fiscal year 2015. We expect the remaining IPR&D projects to be completed and to start amortization in fiscal year 2016. We evaluate the remaining useful life of our long-lived assets that are being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the long-lived asset is amortized prospectively over the remaining useful life.

 

Long-lived assets are evaluated for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets (or asset group) may not be fully recoverable. Whenever events or changes in circumstances suggest that the carrying amount of long-lived assets may not be recoverable, we estimate the future cash flows expected to be generated by the assets (or asset group) from its use or eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets. Significant management judgment is required in the grouping of long-lived assets and forecasts of future operating results that are used in the discounted cash flow method of valuation. If our actual results, or the plans and estimates used in future impairment analyses are lower than the original estimates used to assess the recoverability of these assets, we could incur additional impairment charges.

 

As of June 28, 2015 and June 29, 2014, there were no indicators or events that required us to perform an intangible assets impairment review. During the second quarter of fiscal year 2015, due to the decline in forecasted revenue related to certain intangible assets that were acquired in prior business combinations, we recorded $12.3 million in impairment charges.

 

The aggregate amortization expenses for our intangible assets for the periods indicated below were as follows (in thousands):

 

   

Three Months Ended

 
   

June 28,

2015

   

June 29,

2014

 

Amortization expense

  $ 3,370     $ 2,277  

 

 
13

 

 

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

 

Amortization Expense (by fiscal year)

 

2016 (9 months remaining)

  $ 10,115  

2017

    13,434  

2018

    13,398  

2019

    13,073  

2020

    12,283  

2021 and thereafter

    16,978  

Total future amortization excluding IPR&D

  $ 79,281  

 

NOTE 7.

LONG-TERM INVESTMENT

 

In July 2001, Exar became a Limited Partner in the Skypoint Telecom Fund II (US), LP. (“Skypoint Fund”), a venture capital fund focused on investments in communications infrastructure companies. We accounted for this non-marketable equity investment under the cost method in the other non-current assets in the consolidated balance sheet. During the term of the fund, we made $4.8 million in capital contributions to Skypoint Fund since we became a limited partner in July 2001. The partnership was dissolved and the fund distributed stock of investee companies to Exar during first quarter of fiscal year 2015.

 

We regularly review and determine whether the investment is other-than-temporarily impaired, in which case the investment is written down to its impaired value.

 

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

 

   

June 28,

2015

   

March 29,

2015

 

Beginning balance

  $ 394     $ 946  

Net distributions

          (8 )

Impairment charges

          (544 )

Ending balance

  $ 394     $ 394  

 

Impairment

 

We evaluate our long-term investment for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. If the carrying amount exceeds its fair value, the long term-investment is considered impaired and a second step is performed to measure the amount of impairment loss.

 

During the first quarter of fiscal year 2015, we received approximately 93,000 common shares of CounterPath Corporation (“CounterPath”) through the dissolution of Skypoint Fund in which we were a limited partner since 2001. CounterPath was one of the investee companies of Skypoint Fund. We estimated the fair value using the market value of CounterPath's common shares on the Nasdaq Capital Market. We also received common shares from the other two private investee companies of Skypoint Fund through the dissolution. We did not record any impairment changes during the three months ended June 28, 2015 or June 29, 2014. We regularly assess the fair value of the common shares received from these three companies and recorded $0.5 million of impairment charges throughout fiscal year 2015.

 

NOTE 8.

RELATED PARTY TRANSACTION

 

Alonim Investments Inc. (“Alonim”) owns approximately 7.6 million shares, or approximately 16%, of our outstanding common stock as of June 28, 2015. As such, Alonim is our largest stockholder.

 

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

 

   

Three Months

Ended

 
   

June 28,

2015

   

June 29,

2014

 

Alonim

    28%       29%  

 

 
14

 

 

Related party receivables as a percentage of our net accounts receivable were as follows as of the dates indicated below:

 

   

June 28,

2015

   

March 29,

2015

 

Alonim

    2%       6%  

 

Related party expenses for marketing promotional materials reimbursed were not significant for either the three months ended June 28, 2015 or June 29, 2014, respectively.

 

NOTE 9.

SHORT-TERM DEBT

 

As part of the acquisition of iML in the first quarter of fiscal year 2015, we entered into short-term financing agreements with Stifel Financial Corporation (“Stifel”) and CTBC Bank Corporation (USA) (“CTBC”) to provide bridge financing for the acquisition.

 

CTBC

 

On June 9, 2014 we entered into a Business Loan Agreement with CTBC to provide a loan for $26.0 million. This loan bore an interest rate of 3.25% and had maturity date of December 9, 2014. Interest payments were due monthly with the entire principal due not later than December 9, 2014.

 

All obligations of Exar under the Business Loan Agreement were unconditionally guaranteed by iML through a $26.0 million short-term certificate deposit with the same institution. The CTBC business loan was paid off in the third quarter of fiscal year 2015.

 

Stifel

 

On May 27, 2014 (the “Initial Funding Date”), Exar entered into a bridge credit agreement (the “Credit Agreement”) with certain lender parties and Stifel Financial Corp., as Administrative Agent. The Credit Agreement provided Exar with a bridge term loan credit facility in an aggregate principal amount of up to $90.0 million (the “Bridge Facility”).

 

Interest on loans made under the Bridge Facility accrued, at Exar’s option, at a rate per annum equal to (1) the Base Rate (as defined below) plus (a) during the first 90 days following the Initial Funding Date, 7.5% and (b) thereafter, 8.5% or (2) 1-month LIBOR plus (a) during the first 90 days following the Initial Funding Date, 8.5% and (b) thereafter, 9.5%. The “Base Rate” was equal to, for any day, a rate per annum equal to the highest of (a) the prime rate in effect on such day, (b) the federal funds effective rate in effect on such day plus 0.50%, and (c) 1 month LIBOR plus 1.00%. The Base Rate was subject to a floor of 2.5%, and LIBOR was subject to a floor of 1.5%.

 

Exar had drawn $65.0 million in May 2014 to fund the acquisition of iML’s outstanding shares. We repaid $26.0 million of the debt in June 2014 through a loan from CTBC with lower interest rate. The Stifel loan was paid off in the second quarter of fiscal year 2015.

 

Interest

 

As of the dates indicated below, interest on our short-term debt, which is included in the “Interest expense” line item on the consolidated statement of operations, consisted of the following (in thousands):

 

   

June 28,

2015

   

June 29,

2014

 

CTBC

  $     $ 402  

Stifel

          45  

Total interest on short-term debt

  $     $ 447  

 

NOTE 10.

COMMON STOCK REPURCHASES

 

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

 

On August 28, 2007, we announced the approval of a share repurchase plan (“2007 SRP”) and authorized the repurchase of up to $100.0 million of our common stock.

 

 
15

 

 

On July 9, 2013, we announced the approval of a share repurchase program under which we were authorized to repurchase an additional $50.0 million of our common stock. The repurchase program does not have a termination date, and may be modified, extended or terminated at any time. We intend to retire all shares repurchased under the stock repurchase plan. The purchase price for the repurchased shares of Exar is reflected as a reduction of common stock and additional paid-in capital. We did not repurchase any common stock during the three months ended June 28, 2015.

 

Stock repurchase activities during fiscal year 2015 were indicated below (in thousands, except per share amounts):

 

   

Total number of Shares Purchased

   

Average Price Paid Per Share

(or Unit)

   

Amount Paid for

Purchase

 

As of March 30, 2014

    10,319     $ 9.42     $ 97,189  

Repurchases – March 31 to April 27, 2014

    273       10.98       3,000  

Repurchases – July 28 to September 28, 2014

    393       9.83       3,864  

Repurchases – September 29 to December 28, 2014

    125       9.08       1,135  

As of March 29, 2015

    11,110     $ 9.47     $ 105,188  

Repurchases – March 30 to June 28, 2015

                 

As of June 28, 2015

    11,110     $ 9.47     $ 105,188  

 

—————

Note: The average price paid per share is based on the total price paid by Exar, which includes applicable broker fees.

 

NOTE 11.

RESTRUCTURING CHARGES AND EXIT COSTS

 

2016 Restructuring Charges and Exit Costs

 

During the first quarter of fiscal year 2016, we incurred immaterial restructuring charges and exit costs. We may choose to divest the data compression product line. If we do, we may incur charges related to this activity. In addition, we completed significant strategic restructuring activities in the second quarter of fiscal year 2016. We believe this restructuring allows us to achieve operating efficiencies and focus our resources on strategic priorities that we expect will yield the highest incremental return for Exar’s stockholders.   

 

2015 Restructuring Charges and Exit Costs

 

During the first quarter of fiscal year 2015, we incurred $0.4 million of restructuring charges and exit costs mainly due to severance benefit payments made. During the twelve months ended March 28, 2015, we incurred $12.2 million of restructuring charges and exit costs which consisted primarily of reduction of our workforce, the impairment of certain fixed assets and licensed technologies, and the write-off of related inventory.

 

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

 

   

March 29, 2015

   

Additions/

adjustments

   

Non-cash charges

   

Payments

   

June 28, 2015

 

Lease termination costs and others

  $ 330     $ 22     $ (55

)

  $ (155

)

  $ 142  

Severance

    652       (16

)

          (346

)

    290  

Total

  $ 982     $ 6     $ (55

)

  $ (501

)

  $ 432  

 

   

March 30, 2014

   

Additions/

adjustments

   

Non-cash charges

   

Payments

   

March 29, 2015

 

Lease termination costs and others

  $ 1,615     $ 522     $ (220 )   $ (1,587 )   $ 330  

Impairment of fixed assets, licensed technologies and write down of inventory

          7,765       (7,765 )            

Severance

    754       3,899             (4,001 )     652  

Total

  $ 2,369     $ 12,186     $ (7,985 )   $ (5,588 )   $ 982  

 

See Note 4 Balance Sheet Details” for restructuring charges and exit costs recorded in the consolidated balance sheets as of June 28, 2015 and March 29, 2015.

 

 
16

 

 

NOTE 12.

STOCK-BASED COMPENSATION

 

Employee Stock Participation Plan (“ESPP”)

 

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

 

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

 

   

As of

June 28, 2015

   

Three Months Ended

June 28, 2015

 
   

Shares of Common Stock

   

Shares of Common Stock

   

Weighted

Average

Price

 

Authorized to issue

    4,500                  

Reserved for future issuance

    1,340                  

Issued

            6     $ 9.60  

 

Equity Incentive Plans

 

At the annual meeting of stockholders on September 18, 2014 (the “Annual Meeting”), our stockholders approved the Exar Corporation 2014 Equity Incentive Plan (“2014 Plan”). The 2014 Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, stock bonuses and other forms of awards granted or denominated in common stock or units of common stock, as well as cash bonus awards.

 

Prior to the Annual Meeting, we maintained the Exar Corporation 2006 Equity Incentive Plan (the “2006 Plan”) and the Sipex Corporation 2006 Equity Incentive Plan (the “Sipex 2006 Plan”). As of June 30, 2014, a total of 6,555,492 shares of our common stock were then subject to outstanding awards granted under the 2006 Plan and the Sipex 2006 Plan, and an additional 669,008 shares of our common stock were then available for new award grants under the 2006 Plan. As part of the stockholder approval of the 2014 Plan at the Annual Meeting, we agreed that no new awards will be granted under the 2006 Plan and the Sipex 2006 Plan, although awards made under these plans prior to the Annual Meeting will remain subject to the terms of each such plan.

 

The maximum number of shares of our common stock that may be issued or transferred pursuant to awards under the 2014 Plan equals the sum of: (1) 5,170,000 shares, plus (2) the number of any shares subject to stock options granted under the 2006 Plan and the Sipex 2006 Plan and outstanding as of the date of the Annual Meeting which expire, or for any reason are cancelled or terminated, after the date of the Annual Meeting without being exercised, plus (3) the number of any shares subject to restricted stock and restricted stock unit awards granted under the 2006 Plan and the Sipex 2006 Plan that are outstanding and unvested as of the date of the Annual Meeting which are forfeited, terminated, cancelled, or otherwise reacquired after the date of the Annual Meeting without having become vested. Awards other than a stock option or stock appreciation right granted under the 2014 Plan are counted against authorized shares available for future issuance on a basis of two shares for each share subject to the award. As of June 28, 2015, there were approximately 4.6 million shares available for future grant under the 2014 Plan.

 

 
17

 

 

Stock Option Activities

 

Our stock option transactions during the three months ended June 28, 2015 are summarized as follows:

 

   

Outstanding

   

Weighted
Average
Exercise
Price per
Share

   

Weighted
Average
Remaining
Contractual
Term

(in years)

   

Aggregate
Intrinsic

Value

(in thousands)

   

In-the-money

Options

Vested and Exercisable

(in thousands)

 

Balance at March 29, 2015

    7,609,622     $ 8.77       4.86     $ 14,377       2,850  

Granted

    85,500       10.11                          

Exercised

    (145,122 )     7.66                          

Cancelled

    (5,555 )     12.71                          

Forfeited

    (129,943 )     8.84                          

Balance at June 28, 2015

    7,414,502     $ 8.80       4.63     $ 13,116       2,995  
                                         

Vested and expected to vest, June 28, 2015

    6,946,640     $ 8.72       4.55     $ 12,749          

Vested and exercisable, June 28, 2015

    3,552,324     $ 7.86       3.72     $ 9,163          

 

The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, which is based on the closing price of our common stock of $10.18 and $10.30 as of June 28, 2015 and March 29, 2015, respectively. These are the values which would have been received by option holders if all option holders exercised their options on that date.

 

In January 2012, we granted 480,000 performance-based stock options to our CEO. The options are scheduled to vest in four equal annual installments at the end of fiscal years 2013 through 2016 if certain predetermined market based financial measures are met. If the financial measures are not met, each installment will be rolled over to the subsequent fiscal year. In January 2014, we granted 140,000 performance-based stock options to our CEO. The options are scheduled to vest at the end of fiscal year 2017 if certain predetermined financial measures are met. We recorded $58,000 and $112,000 of compensation expense for these options in the three months ended June 28, 2015 and June 29, 2014, respectively.

 

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

 

   

Three months Ended

 
   

June 28,

2015

   

June 29,

2014

 

Intrinsic value of options exercised

  $ 426     $ 430  

 

Restricted Stock Units (“RSU”) Activities

 

Our RSU transactions during the three months ended June 28, 2015 are summarized as follows:

 

   

Shares

   

Weighted
Average
Grant-

Date
Fair Value

   

Weighted
Average
Remaining
Contractual
Term

(in years)

   

Aggregate
Intrinsic

Value

(in thousands)

 

Unvested at March 29, 2015

    1,072,925     $ 10.26       1.50     $ 11,051  

Granted

    179,426       10.73                  

Issued and released

    (289,009 )     10.56                  

Cancelled

    (32,492 )     9.95                  

Unvested at June 28, 2015

    930,850     $ 10.27       1.41     $ 9,476  
                                 

Vested and expected to vest, June 28, 2015

    780,201               1.32     $ 7,942  

 

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

 

 
18

 

 

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

 

In March 2012, we granted 300,000 performance-based RSUs (“PRSUs”) to our CEO. The PRSUs are scheduled to start vesting in three equal installments at the end of fiscal year 2013 through 2015 with three year vesting periods if certain predetermined financial measures are met. If the financial measures are not met, each installment will be forfeited at the end of its respective fiscal year. We recorded $64,000 and $0.7 million of compensation expense for these awards in the three months ended June 28, 2015 and June 29, 2014, respectively.

 

In July 2013, as part of the acquisition of Cadeka, in order to encourage retention of certain former Cadeka employees, we agreed to recommend to our Board of Directors in July 2015 a bonus, which, if approved by the Board of Directors, would be settled in RSUs subject to fulfillment of the service period. We recorded $0.2 million and $0.4 million of compensation expense for these awards in the three months ended June 28, 2015 and June 29, 2014, respectively. The expense is reported in the other non-current obligations line in the condensed consolidated balance sheet as the total amount of bonus is to be settled in variable number of RSUs at the completion of the requisite service period. Such non-cash compensation expense is recorded as part of stock compensation expense in the condensed consolidated statement of operations. In July 2015, the Board of Directors ultimately determined not to approve the granting of these RSUs.

 

In October 2013, we granted 70,000 PRSUs to certain executives. The first 50% of the PRSUs are scheduled to start vesting in three equal installments at the end of fiscal year 2015 with a three-year vesting period if certain performance measures are met. The second 50% of the PRSUs are scheduled to start vesting in three equal installments at the end of fiscal year 2016 with a three-year vesting period if certain performance measures are met. We recorded $39,000 and $0.2 million of compensation expense for these awards in the three months ended June 28, 2015 and June 29, 2014, respectively.

 

In December 2013, we granted 100,000 RSUs to our CEO. The RSUs were scheduled to vest in two equal installments at the end of fiscal years 2016 and 2017. In October 2014, the second installment of 50,000 RSUs was modified to 50,000 PRSUs. These modified PRSUs were scheduled to vest at the end of fiscal year 2017 if certain predetermined financial measures are met. For the three months ended June 28, 2015 and fiscal year 2015, we recorded $47,000 and $10,000 stock compensation expense related to these modified PRSUs, respectively.

 

In August 2014, we announced the Fiscal Year 2015 Management Incentive Program (“2015 Incentive Program”). Under this program, each participant’s award is denominated in shares of our common stock and is subject to attainment of Exar’s performance goals as established by the Compensation Committee of the Board of Directors for fiscal year 2015. We recorded a stock compensation expense of $2.0 million in fiscal year 2015 related to these awards. During the first quarter of fiscal year 2016, we settled 20% of these awards with cash and recorded $50,000 additional compensation cost due to the fair value change between grant day and settlement day.

 

In August and December 2014, we granted 88,448 PRSUs to certain former iML employees. The PRSUs are scheduled to start vesting in three equal annual installments upon achievement of certain performance measures. In the three months ended June 28, 2015 and June 29, 2014 we recorded $38,000 and $0 of stock compensation expense related to these PRSUs, respectively.

 

Stock-Based Compensation Expense

 

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

 

   

Three Months Ended

 
   

June 28,

2015

   

June 29,

2014

 

Cost of sales

  $ 87     $ 260  

Research and development

    449       812  

Selling, general and administrative

    1,401       2,055  

Total Stock-based compensation expense

  $ 1,937     $ 3,127  

 

The amount of stock-based compensation cost capitalized in inventory was immaterial for all periods presented. 

 

 
19

 

 

Unrecognized Stock-Based Compensation Expense

 

The following table summarizes unrecognized stock-based compensation expense related to stock options and RSUs for the period indicated below:

 

   

June 28, 2015

 
   

Amount

(in thousands)

   

Weighted Average Expected Remaining

Period (in years)

 

Options

  $ 7,072       2.2  

Performance Options

    322       1.6  

RSUs

    3,061       1.8  

PRSUs

    1,516       1.8  

Total Unrecognized Stock-based compensation expense

  $ 11,971          

 

Valuation Assumptions

 

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

 

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

 

    Three Months Ended  
   

June 28,

2015

   

June 29,

2014

 

Expected term of options (years)

    4.7       4.5  

Risk-free interest rate

    1.2

%

    1.3

%

Expected volatility

    32

%

    32

%

Expected dividend yield

 

   

 

Weighted average estimated fair value

  $ 3.08     $ 3.12  

 

NOTE 13. NET LOSS PER SHARE

 

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

 

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

 

   

Three Months Ended

 
   

June 28,

2015

   

June 29,

2014

 

Net loss attributable to Exar Corporation

  $ (2,510 )   $ (12,105 )
                 

Shares used in computation of net loss per share:

               

Basic

    47,927       47,236  

Effect of options and awards

 

   

 

Diluted

    47,927       47,236  

Net loss per share:

               

Basic

  $ (0.05 )   $ (0.26 )

Diluted

  $ (0.05 )   $ (0.26 )

 

 
20

 

 

All outstanding stock options and RSUs are potentially dilutive securities. As of June 28, 2015 and June 29, 2014, all outstanding stock options and RSUs were excluded from the computation of diluted net income per share because they were determined to be anti-dilutive.

 

NOTE 14.

LEASE FINANCING OBLIGATIONS

 

We have acquired engineering design tools (“Design Tools”) under capital leases. We acquired Design Tools of $6.9 million in January 2015 under a two-year license and two three-year licenses with prepayment of $1.0 million, $4.4 million in October 2014 under a three-year license with a prepayment of $1.5 million for the first year license and $0.9 million in July 2012 under a three-year license all of which were accounted for as capital leases and recorded in the property, plant and equipment, net line item in the consolidated balance sheets. The obligations related to the Design Tools were included in other current liabilities and long-term lease financing obligations in our consolidated balance sheets as of June 28, 2015 and March 29, 2015, respectively. The effective interest rates for the Design Tools range from 2.0% to 7.25%.

 

Amortization expense related to the Design Tools, which was recorded using the straight-line method over the remaining useful life for the periods indicated below was as follows (in thousands):

 

   

Three Months Ended

 
   

June 28,

2015

   

June 29,

2014

 

Amortization expense

  $ 1,073     $ 800  

 

Future minimum lease and sublease income payments for the lease financing obligations as of June 28, 2015 are as follows (in thousands):

 

Fiscal Years

 

Design Tools

 

2016 (9 months remaining)

  $ 3,530  

2017

    3,961  

2018

    1,356  

Total minimum lease payments

    8,847  

Less: amount representing interest

    402  

Present value of minimum lease payments

    8,445  

Less: short-term lease financing obligations

    3,816  

Long-term lease financing obligations

  $ 4,629  

 

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

 

   

Three Months Ended

 
   

June 28,

2015

   

June 29,

2014

 

Interest expense

  $ 48     $ 39  

 

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

 

   

Three Months Ended

 
   

June 28,

2015

   

June 29,

2014

 

Rent expense

  $ 257     $ 332  

 

 
21

 

 

Our future minimum lease payments for the lease operating obligations as of June 28, 2015 are as follows (in thousands):

 

Fiscal Years

 

Facilities

 

2016 (9 months remaining)

  $ 584  

2017

    341  

2018

    135  

2019

    29  

Total minimum lease payments

  $ 1,089  

 

 

NOTE 15.      COMMITMENTS AND CONTINGENCIES

 

In early 2012, we received correspondences from the California Department of Toxic Substance Control (“DTSC”) regarding its ongoing investigation of hazardous wastes and hazardous waste constituents at a former regulated treatment facility in San Jose, California. In 1985, MPSI made two separate permitted hazmat deliveries to a licensed and regulated site for treatment. DTSC has requested that former/current property owners and companies, currently in excess of 50, that had hazardous waste treated at the site participate in further site assessment and limited remediation activities. We have entered into various agreements with other named generators, former property owners and DTSC limited to the investigation of the sites’ condition and evaluation, and selection of appropriate remedial measures. The designated environmental consulting firm has prepared and submitted to DTSC a site profile and is currently engaged in further study. Given that this matter is under investigation and discussions are ongoing with respect to various related considerations, we are unable to ascertain our exposure, if any, or estimate a reasonably possible range of loss. In the opinion of management, after consulting with legal counsel, and taking into account insurance coverage, any ultimate liability related to current outstanding claims and lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on our financial statements, as a whole.

 

In a letter dated March 27, 2012, Exar was notified by the Alameda County Water District (“ACWD”) of the recent detection of volatile organic compounds at a site adjacent to a facility that was previously owned and occupied by Sipex. The letter was also addressed to prior and current property owners and tenants (collectively “Property Owners”). ACWD requested that the Property Owners carry out further site investigation activities to determine if the detected compounds are emanating from the site or simply flowing under it. In June 2012, the Property Owners filed with ACWD a report of its investigation/characterization activities and analytical data obtained. Accumulated data suggests that compounds of concern in groundwater appear to be from an offsite source. ACWD is investigating alternative upgradient sites. Given that this investigation is ongoing and Exar has not received any recent communications from ACWD, we are unable to ascertain our exposure, if any, or estimate a reasonably possible range of loss. In the opinion of management, after consulting with legal counsel, and taking into account insurance coverage, any ultimate liability related to current outstanding claims and lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on our financial statements, as a whole.

 

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

 

Warranty expense has historically been immaterial for our products. A warranty liability of $1.4 million was established during fiscal year 2014 for the return of certain older generation data compression products shipped in prior years. This liability has been fully fulfilled as of March 29, 2015 and in February 2015, we received $0.5 million reimbursement from our insurance company. In June 2014, we assumed $0.4 million warranty liability from our acquisition of iML.

 

 
22

 

 

As of the dates indicated below, our warranty reserve balance, which is included in the “Other current liabilities” line item on the condensed consolidated balance sheets, consisted of the following (in thousands):

 

   

June 28,

2015

   

March 29,

2015

 

Beginning balance

  $ 282     $ 1,074  

Provisions for warranties issued

    20       458  

Settlements/adjustments

          (1,250

)

Ending balance

  $ 302     $ 282  

 

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

 

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

 

NOTE 16.      LEGAL PROCEEDINGS

 

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

 

In fiscal year 2014, two former employees of Exar’s French subsidiary asserted claims against that subsidiary for alleged unfair dismissal in the French Labor Courts. We believe that the former employees were terminated in accordance with the requirements of French law and that the former employees’ claims are not supported by evidence. On December 22, 2014, Exar and one of the former employees entered into a settlement agreement resolving all claims made in the litigation. On June 30, 2015, Exar and the second former employee entered into a settlement agreement resolving all claims made in the litigation. The settlements did not have a material impact on our financial position, results of operations or cash flows.

 

     In April 2015, Phenix, LLC (“Phenix”) filed a complaint against us and iML for patent infringement in the United States District Court for the Eastern District of Texas, alleging that at least the iML 7990 and 7991 integrated circuits products infringe one of its patents. The court held a Scheduling Conference on July 30, 2015, and set a trial date of September 6, 2016 for this matter. Discovery is just beginning in this matter and while there can be no assurance of favorable outcomes, we do not believe that the ultimate outcome of these actions, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations or cash flows.

 

NOTE 17.

INCOME TAXES

 

During the three months ended June 28, 2015, we recorded an income tax expense of approximately $0.1 million. The income tax expense was primarily related to foreign taxable income. During the three months ended June 29, 2014, we recorded an income tax expense of approximately $0.7 million. The income tax expense was primarily related to clearing the tax effect recorded in other comprehensive income when applying the exception to the ASC 740 intraperiod allocation rule upon liquidation of our available for sale security portfolio in fiscal year 2014.

 

During the three months ended June 28, 2015, the unrecognized tax benefits increased by $0.1 million to $17.7 million primarily related to the increase of unrecognized tax benefit on R&D tax credits, offset by the lapsing of statute of limitations. If recognized, $14.7 million of these unrecognized tax benefits (net of federal benefit) would be recorded as a reduction of future income tax provision before consideration of changes in valuation allowance.

 

 
23

 

 

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

 

   

June 28,

2015

   

March 29,

2015

 

Accrued interest and penalties

  $ 1,270     $ 1,187  

 

Our major tax jurisdictions are the United States federal and various states, Canada, China, Hong Kong, and certain other foreign jurisdictions. The fiscal years 2003 through 2014 remain open and subject to examinations by the appropriate governmental agencies in the United States and certain of our foreign jurisdictions.

 

NOTE 18.

SEGMENT AND GEOGRAPHIC INFORMATION

 

We operate in one reportable segment, which is comprised of one operating segment. We design, develop and market high performance analog mixed-signal integrated circuits and advanced sub-system solutions for the Industrial & Embedded Systems, High-End Consumer and Infrastructure markets.

 

Our net sales by end market were summarized as follows as of the dates indicated below (in thousands):

 

   

Three Months Ended

 
   

June 28,

2015

   

June 29,

2014

 

Industrial & Embedded Systems

  $ 20,575     $ 18,867  

High-End Consumer

    13,536       3,424  

Infrastructure

    6,311       8,428  

Total net sales

  $ 40,422     $ 30,719  

 

Our foreign operations are conducted primarily through our wholly-owned subsidiaries in Canada, China, France, Germany, Japan, Malaysia, South Korea, Taiwan and the United Kingdom. Our principal markets include North America, Europe and the Asia Pacific region. Net sales by geographic areas represent direct sales principally to original equipment manufacturers (“OEM”), or their designated subcontract manufacturers, and to distributors (affiliated and unaffiliated) who buy our products and resell to their customers.

 

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

 

   

Three Months Ended

 
   

June 28,

2015

   

June 29,

2014

 

China

  $ 14,924     $ 10,759  

United States

    6,615       6,226  

Taiwan

    5,087       1,410  

Singapore

    4,185       3,591  

Germany

    3,673       2,956  

Korea

    2,968       2,128  

Rest of world

    2,970       3,649  

Total net sales

  $ 40,422     $ 30,719  

 

Substantially all of our long-lived assets at each of June 28, 2015 and June 29, 2014 were located in the United States.

 

The following distributors accounted for 10% or more of our net sales in the periods indicated:

 

   

Three Months Ended

 
   

June 28,

2015

   

June 29,

2014

 

Distributor A

    28 %     29 %

Distributor B

    *       10 %

Distributor C

    *       10 %

 

—————

*

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

 

No other distributor or customer accounted for 10% or more of the net sales for the three months ended June 28, 2015 and June 29, 2014, respectively.

 

 
24

 

 

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

 

   

June 28,

2015

   

March 29,

2015

 

Distributor E

    17 %     12 %

Customer D

    12 %     10 %

Distributor F

    11 %     *  

Distributor D

    10 %     10 %

Distributor B

    *       11 %

—————

*

Accounts receivable for this distributor for this period were less than 10% of total account balance.

 

No other distributor or customer accounted for 10% or more of the net accounts receivable as of June 28, 2015 and June 29, 2014, respectively.

 

NOTE 19.      SUBSEQUENT EVENT

 

Exar completed significant strategic restructuring activities in the second quarter of fiscal year 2016.  We believe this restructuring allows us to achieve operating efficiencies and focus our resources on strategic priorities that we expect will yield the highest incremental return for Exar’s stockholders.   

 

 
25

 

 

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

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as information contained in “Part II, Item 1A.” below and elsewhere in this Quarterly Report on Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are generally written in the future tense and/or may generally be identified by words such as “will,” “may,” “should,” “would,” “could,” “expect,” “suggest,” “possible,” “potential,” “target,” “commit,” “continue,” “believe,” “anticipate,” “intend,” “project,” “projected,” “positioned,” “plan,” or other similar words. Forward-looking statements contained in this Quarterly Report include, among others, statements made in Part I, Item 2—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary” and elsewhere regarding (1) our future strategies and target markets, (2) our future revenues, gross profits and margins, (3) our future research and development (“R&D”) efforts and related expenses, (4) our future selling, general and administrative expenses (“SG&A”), (5) our cash and cash equivalents, short-term marketable securities and cash flows from operations being sufficient to satisfy working capital requirements and capital equipment needs for at least the next 12 months, (6) our ability to continue to finance operations with cash flows from operations, existing cash and investment balances, and some combination of long-term debt and/or lease financing and sales of equity securities, (7) the possibility of future acquisitions and investments, (8) our ability to accurately estimate our assumptions used in valuing stock-based compensation, (9) our ability to estimate and reconcile distributors’ reported inventories to their activities, (10) our ability to estimate future cash flows associated with long-lived assets, and (11) the volatile global economic and financial market conditions. These statements reflect our current views with respect to future events and our potential financial performance and are subject to risks and uncertainties that could cause our business, operating results and financial condition to differ materially and adversely from what is projected or implied by any forward- looking statement included in this Quarterly Report. Factors that could cause actual results to differ materially from those stated herein include, but are not limited to: the information contained under the caption “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 1A. Risk Factors,” as well as those risks discussed in our Annual Report on Form 10-K for the fiscal year ended March 29, 2015. We disclaim any obligation to update information in any forward-looking statement, except as required by law.

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and notes thereto, included in this Quarterly Report and our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 29, 2015, as filed with the Securities and Exchange Commission (“SEC”). Our results of operations for the three months ended June 28, 2015 are not necessarily indicative of results to be expected for any future period.

 

Business Overview

 

Exar Corporation (“Exar,” “us,” “our” or “we”) designs, develops and markets high performance analog mixed-signal integrated circuits (“ICs”) and advanced sub-system solutions for the Industrial and Embedded Systems, High-End Consumer and Infrastructure markets. Our comprehensive knowledge of end-user markets along with the underlying analog, mixed signal and digital technology has enabled us to provide innovative solutions designed to meet the needs of the evolving connected world. Applying both analog and digital technologies, our products are deployed in a wide array of applications such as industrial, instrumentation and medical equipment, networking and telecommunication systems, servers, flat panel displays, LED lighting solutions, set top boxes and digital video recorders. We provide customers with a breadth of component products and sub-system solutions based on advanced silicon integration. Exar’s product portfolio includes Connectivity, Mixed-signal, Power Management, High Performance Analog, Processors, Flat Panel Display and LED lighting.

 

We market our products worldwide with sales offices and personnel located throughout the Americas, Europe, and Asia. Our products are also sold through channel partners, including distributors and manufacturers’ representatives. These channel partners are assisted and managed by our regional sales teams. In addition to our regional sales teams, we also employ a worldwide team of field application engineers (“FAE”) to work directly with our customers.

 

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

 

 
26

 

 

First Quarter of Fiscal Year 2016 Executive Summary

 

Net sales of $40.4 million for the first quarter of fiscal year 2016 decreased $3.5 million or 8% from $43.9 million in the fourth quarter of fiscal year 2015. The decrease was primarily attributable to softness in the China and Korea display market and reduction in Communication sales. Net loss of $2.5 million decreased $0.4 million or 14% from $2.9 million net loss in the fourth quarter of fiscal year 2015. The decrease in net loss was primarily due to a decrease in impairment of long term investment as compared to previous quarter. Net loss per share of $0.05 in the current quarter decreased by $0.01 from the $0.06 net loss per share in the fourth quarter of fiscal year 2015.  We believe we are effectively managing our operating expenses while continuing to invest an appropriate amount in research and development projects for future products.

 

Critical Accounting Policies and Estimates 

 

There have been no significant changes to our critical accounting policies during the three months ended June 28, 2015, as compared to the previous disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 29, 2015.

 

Results of Operations 

 

Our Statements of Operations data and percentage of revenue were as follows for the periods presented (in millions, except percentages):

 

   

Quarter ended

                 
   

June 28, 2015

   

June 29, 2014

   

Change

 
                                 

Net Sales

  $ 40,422     $ 30,719     $ 9,703       32

%

Cost of sales:

                               

Cost of sales

    15,601       12,380       3,221       26

%

Cost of sales-related party

    4,916       3,838       1,078       28

%

Amortization of purchased intangible assets and inventory step up costs

    2,468       3,545       (1,077

)

    (30

)%

Total cost of sales

    22,985       19,763       3,222       16

%

Gross profit

    17,437       10,956       6,481       59

%

Operating expenses: