Investor Presentation - April 25, 2019 - Investor Relations

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Investor Presentation - April 25, 2019 - Investor Relations
Investor Presentation
April 25, 2019
Investor Presentation - April 25, 2019 - Investor Relations
Cautionary Note Regarding Forward-Looking Statements
This presentation contains statements that are not historical in nature, but are 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. The matters discussed in these statements
involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the forward-looking statements. Forward-
looking statements include, but are not limited to, statements regarding: our financial outlook; the predictability and stability of our revenues and cash
flows; our anticipated growth rates (including our estimated compound annual growth rates (CAGRs) from 2019 to 2023 for the total company and for our
Internet of Things (IoT), Automotive, and Legacy businesses); the portion of our free cash flow that we will return to stockholders through dividends or
stock repurchases in the future; our future dividend yield; our target model objectives for gross margin, operating expenses, operating margin, free cash
flow, and LTM net leverage; expectations about whether, when, and how consistently we will achieve the target model, as well as our ability to grow
revenue faster than the market; expected growth in the IoT and automotive markets; IoT and automotive megatrends, growth drivers, and growth in per-
vehicle semiconductor content opportunities; and all other statements regarding our future strategic and operational plans, future financial expectations
and objectives, and future predictions for the markets in which we compete. Except as otherwise noted, the forward-looking statements in this
presentation are made as of the date of this presentation, April 25, 2019, and are based on our current expectations, beliefs and intentions regarding
future events or our financial performance and the information available to management as of the date hereof. Readers are cautioned not to place undue
reliance on these forward-looking statements, which are not guarantees of future performance. We assume no responsibility to update any such forward-
looking statements. Our actual results could differ materially from those expected or projected in the forward-looking statements made in this presentation
for any number of reasons, including, but not limited to, the materialization of one or more of the risks and uncertainties described in the Risk Factors,
Management’s Discussion and Analysis of Financial Condition and Results of Operation, and Quantitative and Qualitative Disclosure about Market Risk
sections of the Annual Report on Form 10-K we filed with the SEC on February 27, 2019. Our target model describes long-term financial objectives
Cypress hopes to achieve over several years and is inherently speculative and uncertain. Cypress’s long-term objectives are subject to business,
economic, competitive, industry, regulatory, market, and financial uncertainties, many of which are beyond Cypress’s control. We cannot assure you that
the estimates and assumptions made in preparing the long-term objectives will prove accurate; and our target model might not be achieved or sustained.

Use of Non-GAAP Financial Measures and Where to Find Reconciliations to GAAP
This presentation includes financial measures that were not prepared in accordance with GAAP. Reconciliations of our non-GAAP measures to the most
comparable GAAP measures can be found in the Appendix to this presentation or in our earnings press release dated April 25, 2019,
which are posted on our investor relations website at investors.cypress.com. There are limitations in using non-GAAP financial
measures, including those discussed in the Appendix.
Investor Presentation - April 25, 2019 - Investor Relations
Cypress 3.0: Profile At-a-Glance
                                     Overview                           Q1 2019 Revenue                      Cypress 3.0 Focus
                                  Products Semiconductors                 By End Market1          ▪ Growth – Focused on the high-
                                  Founded 1982                                                      growth Internet of Things (IoT) and
                                      Listed NASDAQ (CY)
                                                                                                    Auto markets
                                                                                        IoT
                                                                         Auto           28%
                          Headquarters San Jose, California
                                                                         37%                      ▪ Margins – Differentiated Wi-Fi,
                          2018 Revenue $2,483.8 million                                             Bluetooth, MCU, Fail-Safe Storage,
                                                                                  Legacy            and Software
                                      Products                                     35%

                                                                                                  ▪ Cashflow – Strong cashflow for
                                                                            By Segment              capital returns to shareholders;
                                                                                                    strong dividend yield
                                  Auto                       IoT
                                                                                       Memory
                                                                                       Products
                                     Wi-Fi/Bluetooth                      MCU &                   ▪ Execution – Extending Cypress
      Connect                           USB/USB-C
                                                                        Connectivity
                                                                                                    product adoption through cross-
                                                                             58%           42%      selling and content gains
                                              MCU
      Compute                       Human Interface
                                    Fail-Safe Storage
1   End-market product categories are described in detail on slide 13
Investor Presentation - April 25, 2019 - Investor Relations
Focused Investments in Two Major Growth Opportunities

                                                                 Enabling                        Connecting
                                                                 the Car of                      Everything
                                                                 the Future                      Everywhere

                 ▪ 85% share in ADAS                                          ▪ Wi-Fi/Bluetooth Combos
                 ▪ Industry-Leading Cluster Solutions                         ▪ IoT Compute Portfolio
                 ▪ Next Generation Body Electronics                           ▪ IoT HMI (Touch, See, Talk)
                 ▪ Auto HMI                                                   ▪ IoT Platform: SoCs, SW, Services
                 ▪ High-Performance Storage Solutions                         ▪ Ecosystem and Broad
                                                                                Market Friendly

                                  85% of R&D is Directed Towards Auto and IoT

Note: Market share in ADAS segment based-on Cypress estimates.
Investor Presentation - April 25, 2019 - Investor Relations
Cypress IoT Solutions
                                                                   Connectivity               Low-Power                   Security

                                                                500M+ Wi-Fi Networks      Extended Battery Life      Ensuring System and
                                                               4B+ Bluetooth Networks                                   Data Integrity
                                                               Global USB-C Adoption
                 Megatrends

                                              Connect                                                     Compute

                                               Wi-Fi® /    Combos                               Low-Power         Ultra-Low-Power
                                              Bluetooth®   Performance                            MCUs            Flexibility / Security
                                                               #1 in IoT Connectivity                                 Consistent 32-bit share gains

                                                 USB/      Flexibility                           Human            Low-Power
                                                USB-C                                           Interface         Performance
                                                           Integration
                                                                #1 in IoT USB Solutions

Note: Market rankings based-on Cypress estimates.
Investor Presentation - April 25, 2019 - Investor Relations
Cypress The IoT Connectivity Leader
Standards compliance is just the beginning
   1997
   1997    1998    1999
                   1999     2000    2001    2002
                                            2002       2003   2004   2005   2006    2007     ......    2012      ......    2019      ......    ???

  GEN 1           GEN 2                     GEN 3                                  GEN 4              GEN 5               GEN 6
                                                                                                                                              GEN 7
  802.11          802.11b                  802.11g/a                               802.11n            802.11ac            802.11ax

Cypress connectivity has 10,000+ Man-Years and >$2B of investment making it the clear IoT connectivity leader

                                                                                                ▪     Wi-Fi / BT Combo Leadership
                             ▪     Best-in-Class – Range,                                               ▪   50% of Cypress Wireless Revenue
                                   Rate & Robustness                                                        from Wi-Fi/BT Combos
                                   (Transmit Power,
                                   Receiver Sensitivity)                                        ▪     Complex Coexistence
    Cypress                                                              Cypress                        ▪   Coexistence Algorithms & Engines
  Performance                                                           Advantage                           Developed over 10+ years
                             ▪     World Class
                                   Integration & Power
                                                                                                ▪     Installed Base – Billions of
                                                                                                      Smartphones, Hundreds of Millions of
                                   (Wi-Fi, BT, PA, LNA,
                                                                                                      AP’s & Gateways
                                   PMU, Switch, Baluns)
                                                                                                        ▪   Mature Software Stacks (Sticky)
Investor Presentation - April 25, 2019 - Investor Relations
IoT Connectivity Market
                                                                                LoRa
                                                            Proprietary

                                                        LP-WAN

                                                                   802.15.4               Wi-Fi

   Cypress Connect
                                                                              Bluetooth           Cypress Compute

                                                                                                  2019 IoT Connected MCU TAM
      2019 IoT Wi-Fi / BT TAM
                                                                                                           $1.9B
                  $2.0B
                                                                Combined TAM of $3.9B
 Note: Cypress Estimates. IoT market includes Consumer and Industrial only.
Investor Presentation - April 25, 2019 - Investor Relations
Cypress Automotive Solutions
                                                                      Electrification     Connectivity                  Autonomy

                                                                         Electrified    Totally Connected,
                                                                                                                        Levels 1 - 5
                                                                       Transportation        Digitized

                Megatrends

                                              Connect                                               Compute

                                                                                                             Scalability
                                                                                             MCUs
                                              Wi-Fi® /      Combos                                           Security #1 in Auto Cluster MCUs
                                             Bluetooth®     Performance
                                                                #1 in Auto Combos
                                                                                                             Distributed
                                                                                            Touch
                                                                                                             Intuitive #1 in Auto Touch

                                                    USB-C   Flexibility
                                                            Integration                                      Instant-on
                                                                                            Storage
                                                                #1 in Auto USB-C                             Reliability #1 in Auto NOR

Note: Market rankings based-on Cypress estimates.
Investor Presentation - April 25, 2019 - Investor Relations
Cypress Auto Solutions Driving Content Growth

                         Wi-Fi / Bluetooth
                               USB-C
                               MCUs
                               Touch
                         Fail-Safe Storage

          2018                                     2023

      2018 Oppty:                              2023 Oppty:
         ~$93                                    ~$184
 Content Opportunity per Vehicle Will Double Over the Next 5 Years
Investor Presentation - April 25, 2019 - Investor Relations
Two Growth Drivers - IoT and Auto

                                                                                                                                                                             ■      IoT
                    Momentum to Grow 7-9%                                                                                                                                        − Differentiated Platform-Approach
                                                                                                                                                                                 − Strong Channels to Serve the IoT;
                                                                                                                                                                                   10,000+ Customers and
                                                            $2,484M                                                                                                                Worldwide Distributor Network
                                                                                     $2,209M                                                   IoT
                               $2,328M
                                                                                      (Street)

   $1,942M                                                                                                   CAGR +12-14%
                                                                34%
                                                                                                                                                                             ■     Automotive
                                                                                                                                                                                − Market Leader in Multiple Product
                                                                                                                                                                                  Categories that Enable the Car of
                                                                                                                                                                                  the Future
                                                                                                                                                                                − Supplier to the Top 25 Automotive
                                                                33%                                                                                                               OEMs
                                                                                                                                              Auto
                                                                                                             CAGR +8-12%                                                        − Strong Content Growth Story
                                                                                                                                                                                − Growth into Body Electronics

                                                                33%                                                                                                          ■     Legacy
                                                                                                             CAGR  2-4%*                  Legacy                               − Steady Cash Flow

                                                                                                                                                                          * Closed NAND Divestiture on 4/1/19.
      2016                        2017                          2018                     2019                                                2023
     IoT: MCUs (PSoC); Wireless Connectivity (Wi-Fi / BT);         Automotive: MCUs (PSoC, Traveo), Wireless Connectivity (Wi-Fi/ BT),    Legacy: Non-auto Storage (NOR, RAM), Legacy USB, Agiga,
     Wired Connectivity (USB, USB-C); Software (Cirrent, SDK)      Wired Connectivity (USB-C), Storage (NOR Flash), Touch                 IP Licensing, Clocks, Legacy Analog, NAND (through Q1 2019)

 Note: 2016-2018 is actual Cypress revenues for three categories shown above. 2019 is Wall Street Analyst consensus as of 3/8/19. 2023 is Cypress estimates.
CY 3.0 Focus on Execution
                Revenue                               Gross Margin                         Operating Income
                (Non-GAAP)                               (Non-GAAP)                              (Non-GAAP)
             15% CAGR                                                                          6x Increase         $567
                                                                           46.8%
                                    $2,484                                                                         22.8%
                       $2,328                                    42.2%
 $M                                                    38.9%                       $M                    $392
            $1,942                           35.3%
                                                                                                        16.8%
 $1,627
                                                                                               $227
                                                                                              11.7%

                                                                                    $94
                                                                                    5.8%

  2015       2016       2017          2018   2015      2016      2017       2018    2015       2016      2017      2018

      ▪ 2018 Record Revenue                      ▪ Executed on Cost                     ▪ Focused R&D Investment
      ▪ Driven by IoT, Automotive                  Reduction and                          in Targeted Markets
        and Industrial End Markets                 Manufacturing Efficiencies           ▪ Operating Income
      ▪ Ramping USB-C, Wireless                  ▪ New Products Drive Gross               Increased 9.6 Times Faster
        Connectivity, Storage Shift                Margin Expansion                       Than Revenue From 2015 to
        to High-Density                          ▪ 1,080 bps Improvement                  2018.
                                                   Under CY 3.0 from Q2’16 to
                                                   Q4’18.
Committed to Shareholder Returns
                    Strong Free Cash Flow Growth                                                           Returning Capital to Shareholders
$M $500                                                                                          $M $400
                          Free Cash Flow                                                                        Dividend      Buyback
       $400                                                                                                                                47% of FCF Returned to
                                                                                                                                            Shareholders in 2018
                                                                                                    $300
                                                                                                                                        $170M Left on Share Buyback
       $300                                                                                                                              Authorization as of 4/25/19
                                                                                                                           $184
       $200                                                                               $409      $200
                                                                   $352                                                                             $35
                                                                                                              $65
       $100
                                              $160
                                                                                                    $100
                                                                                                                           $141     $145           $157
          $0                                                                                                  $128
                        -$38

      -$100                                                                                           $0
                       2015                  2016                  2017                   2018                2015         2016     2017           2018

                                Target: Return 50% of Free Cash Flow to Shareholders
                                       Industry-Leading Dividend Yield of 2.9%1
  1   Dividend yield is annualized and based on Cypress closing stock price on 3/29/19.
Expanded Our Target Model on March 13, 2019
                                                             2017                          2018     Q1 2019   New Target Model

                                                                                                                 Grow Faster
                           Revenue                       $2,328M                          $2,484M   $539M      than the Market

  Non-GAAP Gross Margin                                    42.2%                          46.8%     47.4%          > 50%

     Non-GAAP Operating
                                                           25.4%                          23.9%     26.3%           25%
               Expense

     Non-GAAP Operating
                                                           16.8%                          22.8%     21.1%          > 25%
                Margin

           Non-GAAP EPS                                     $0.89                          $1.36     $0.27

                                                           $352M                          $409M      $51M
           Free Cash Flow                                                                                          > 20%
                                                           15.1%                          16.5%      9.4%

       LTM Net Leverage                                      2.0x                          1.0x      1.0x          < 2.0x

       1 LTM   Net Leverage is calculated as Net debt / last 12 months' Adjusted EBITDA
Focus on Execution and Growth
      Cypress 3.0 = Connect and Compute for IoT and Auto

      Focused on Markets Growing Faster than the Overall Semi Market

      New Product Cycles Drive Growth at Favorable Margins

      Operating Margin and Cash Flow Expansion

      Auto and IoT Focus Improves Quality of Earnings

      Track Record of Strong Execution and Alignment with Shareholders

      Expanded Target Model Provides Operating Leverage

      Delivering Shareholder Value Through Capital Returns
Thank You
Non-GAAP Financial Measures
To supplement its condensed consolidated unaudited financial results   non-GAAP financial measures used by other companies. The                  Other adjustments: Other items are excluded from non-GAAP
presented in accordance with GAAP, Cypress uses the                    presentation of non-GAAP financial information is not meant to be         financial measures because management does not consider them to
non-GAAP financial measures listed below, which are adjusted from      considered in isolation or as a substitute for the most directly          be related to the core operating activities and ongoing operating
the most directly comparable GAAP financial measures to exclude        comparable GAAP financial measures. The non-GAAP financial                performance of Cypress. Excluding these items, which can vary
certain items, as described in more detail below.                      measures supplement and should be viewed in conjunction with              significantly from quarter to quarter, allows management to better
  • Non-GAAP gross profit;                                             GAAP financial measures.                                                  compare Cypress’ period-over-period performance. However,
                                                                                                                                                 limitations of non-GAAP measures that exclude these items include
  • Non-GAAP gross margin;                                             NON-GAAP EXCLUSIONS: Each non-GAAP financial measure                      that these adjustments are often subjective and such non-GAAP
  • Non-GAAP cost of revenues;                                         (other than free cash flow) excludes one or more of the following         measures may not be comparable to similarly titled non-GAAP
                                                                       items:                                                                    financial measures used by other companies. Other adjustments
  • Non-GAAP interest and other expense, net;
                                                                                                                                                 primarily include:
  • Non-GAAP research and development expenses;                        Acquisition-related charges: Acquisition-related charges are not
                                                                       factored into management's evaluation of Cypress' long-term                 • Changes in value of deferred compensation plan assets and
  • Non-GAAP selling, general and administrative expenses;             performance after the completion of acquisitions. However, a limitation       liabilities;
  • Non-GAAP operating expenses;                                       of non-GAAP measures that exclude acquisition-related charges is            • Investment-related gains or losses, including equity method
                                                                       that these charges may represent payments that reduce the cash                investments;
  • Non-GAAP operating expenses as a percentage of revenue;
                                                                       available to the Company for other purposes. Acquisition-related
  • Adjusted EBITDA;                                                   expenses primarily include:                                                 • Restructuring and related costs;
  • Adjusted EBITDA margin;                                              • Amortization of purchased intangibles, including purchased              • Loss on extinguishment of debt;
  • Non-GAAP income tax provision (benefit);                               technology, patents, customer relationships, trademarks, backlog        • Amortization of debt issuance costs, discounts and imputed
                                                                           and non-compete agreements;                                               interest related to the equity component of convertible debt,
  • Non-GAAP pre-tax profit;
                                                                         • Amortization of step-up in value of inventory recorded as part of       • Asset impairments;
  • Non-GAAP operating income (loss);                                      purchase price accounting; and                                          • Tax effects of non-GAAP adjustments;
  • Non-GAAP operating margin;                                           • One-time charges associated with the completion of an                   • Income tax adjustment related to the use of the net operating
  • Non-GAAP net income (loss);                                            acquisition including items such as contract termination costs,           loss, non-cash impact of not asserting indefinite reinvestment on
                                                                           severance and other acquisition-related restructuring costs; costs
  • Non-GAAP diluted earnings (loss) per share; and                                                                                                  earnings of our foreign subsidiaries, deferred tax expense not
                                                                           incurred in connection with integration activities; and legal and         affecting taxes payable (i.e. release of valuation allowance), and
  • Free cash flow;                                                        accounting costs.                                                         non-cash expense (benefit) related to uncertain tax positions;
  • Free cash flow margin.                                             Stock-based compensation expense: Stock-based compensation                  • Certain other expenses and benefits; and
Management believes that these non-GAAP financial measures             expense relates primarily to employee stock options, restricted stock
                                                                       units, performance stock units and the employee stock purchase plan.        • Diluted weighted average shares non-GAAP adjustment - for
reflect an additional and useful way of viewing aspects of the
                                                                       Stock-based compensation expense is a non-cash expense that is                purposes of calculating non-GAAP diluted earnings per share, the
Company's operations which, when viewed in conjunction with
                                                                       affected by changes in market factors including the price of Cypress’         GAAP diluted weighted average shares outstanding is adjusted to
Cypress' GAAP results, provide a more comprehensive understanding
                                                                       common shares, which are not within the control of management. In             include the impact of non-GAAP adjustments on the number of
of the various factors and trends affecting the Company's business
                                                                       addition, the valuation of stock-based compensation is subjective, and        diluted shares underlying stock-based compensation awards and
and operations.
                                                                       the expense recognized by Cypress may be significantly different than         the impact of the capped call transactions related to the
The Company presents non-GAAP financial measures because               the expense recognized by other companies for similar equity awards,          convertible notes.
management uses these measures to analyze and assess the               which makes it difficult to assess Cypress’ results compared to its
Company's financial results and to manage the business.                competitors. Accordingly, management excludes this item from its
There are limitations in using non-GAAP financial measures including   internal operating forecasts and models. However, a limitation of non-
those discussed below. Moreover, the Company’s                         GAAP measures that exclude stock-based compensation expense is
non-GAAP measures may be calculated differently than the               that they do not reflect the full costs of compensating employees.
Non-GAAP Financial Measures
NON-GAAP REVENUE: Cypress presented non-GAAP revenue                    FREE CASH FLOW: Free cash flow is calculated as net cash
for six quarters following our March 2015 merger with Spansion.         provided by (used in) operating activities, less acquisition of property,
This metric adjusted GAAP revenue to include revenue from an            plant and equipment, net (i.e., acquisition of property, plant and
intellectual property license between Spansion and Samsung              equipment less proceeds received from disposition of property, plant
(entered into prior to our merger with Spansion) that was not           and equipment). We consider free cash flow to be a liquidity measure
included in GAAP revenue as a result of the effect of our purchase      that provides useful information to management and investors about
accounting for the Spansion merger.                                     the amount of cash generated by business operations, after
                                                                        deducting our net payments for acquisitions and dispositions of
                                                                        property and equipment, which cash can then be used for strategic
                                                                        opportunities or other business purposes including, among others,
ADJUSTED EBITDA: Adjusted EBITDA is calculated by adjusting             investing in the Company's business, repurchasing stock, making
net income (loss) attributable to Cypress to exclude (without           strategic acquisitions, repayment of debt, and strengthening the
duplication): interest expense, income tax (provision), depreciation,   balance sheet. A limitation of free cash flow is that it does not
amortization, equity in net loss of equity method investees, and the    represent the total increase or decrease in the cash balance for the
non-GAAP adjustments described above (acquisition related               period. Management compensates for this limitation by also relying
charges, stock-based compensation expense, and other                    on the net increase in cash and cash equivalents and restricted cash
adjustments). Commencing in the second quarter of 2018, Cypress         as presented in the Company’s condensed consolidated statements
reconciles adjusted EBITDA to GAAP net income rather than               of cash flows prepared in accordance with GAAP which incorporates
operating income; prior period reconciliation tables have been          all cash movements during the period.
revised to conform to the current presentation. Adjusted EBITDA
may be useful to management, investors and other users of our
financial information because the exclusion of certain gains, losses,
and expenses facilitates comparisons of Cypress' operating
performance on a period to period basis. Adjusted EBITDA should
not be considered as a measure of discretionary cash available to
invest in the growth of the business. In addition, adjusted EBITDA
should not be considered as a substitute for, or superior to net
income attributable to Cypress, operating income, or diluted earnings
per share, or other financial measures prepared in accordance with
GAAP.
Reconciliation of GAAP Measures to Non-GAAP Measures
                                                                                          FY 2015         FY 2016        FY 2017         FY 2018            Q2 2016         Q1 2018         Q4 2018          Q1 2019
 GAAP Revenue                                                                         $       1,607,853 $ 1,923,108 $      2,327,771   $  2,483,840     $       450,127 $       582,241   $    604,474   $       539,004
 Revenue from intellectual property license                                                      18,750       18,750               -              -               6,250             -              -                 -
 Non-GAAP Revenue                                                                     $       1,626,603 $ 1,941,858 $      2,327,771   $  2,483,840     $       456,377 $       582,241   $    604,474   $       539,004

                                                                                          FY 2015        FY 2016         FY 2017       FY 2018              Q2 2016         Q1 2018       Q4 2018            Q1 2019
 GAAP Gross Profit                                                                    $        301,745 $    458,496 $        781,934 $    931,455       $       126,473 $       212,392 $    225,210 $           202,409
 GAAP Gross Margin (GAAP Gross Profit / GAAP Revenue)                                             18.8%       23.8%            33.6%         37.5%                28.1%           36.5%        37.3%               37.6%
 Revenue from intellectual property license                                                     18,750       18,750              -             -                  6,250             -            -                   -
 Stock based compensation, including costs related to modification of equity awards             13,766       17,971           15,605        16,531                3,915           3,584        3,842               2,684
 Changes in value of deferred compensation plan                                                     (38)        288              602          (169)                  86               61        (468)                471
 Merger, integration, related costs and adjustments related to assets held for sale             54,733       17,927            5,357           -                  3,149             -            -                   -
 Inventory Step-up related to acquisition accounting                                            84,297       13,264            3,736           -                                    -            -                   -
 Amortization of intangible assets                                                              97,017      156,489          174,981       200,024              28,714           49,438       49,583              48,217
 Restructuring charges                                                                            4,209       1,420              548         3,271                   69           1,887          135                  (49)
 Loss/impairment on assets held for sale                                                            -        37,219              -          10,869                 -                -         10,869               2,017
 Impairment of acquisition related intangibles                                                      -        33,944              -             -                   -                -            -
 Non-GAAP Gross Profit                                                                $        574,479 $    755,768 $        982,763 $  1,161,981       $      168,656 $        267,362 $    289,171 $           255,749
 Non-GAAP Gross Margin (Non-GAAP Gross Profit / Non-GAAP Revenue)                                 35.3%       38.9%            42.2%         46.8%               37.0%            45.9%        47.8%               47.4%

                                                                                          FY 2015        FY 2016         FY 2017       FY 2018                              Q1 2018       Q4 2018            Q1 2019
 GAAP Operating Expenses (SG&A + R&D)                                                 $        625,075 $ 1,067,234 $         703,841 $    767,027                       $       176,630 $    222,470 $           170,593
 GAAP Operating Expenses as a % of GAAP Revenue                                                   38.9%        55.5%            30.2%        30.9%                                30.3%         36.8%              31.6%
 Stock based compensation, including costs related to modification of equity awards              69,924       80,542          75,976        79,434                               14,874       15,561              17,711
 Changes in value of deferred compensation plan                                                    (493)       2,773            6,762       (2,007)                                 622        (5,103)             4,463
 Merger, integration, related costs and adjustments related to assets held for sale              42,620       31,925           (1,153)         -                                    -             -                  -
 Goodwill impairment charge                                                                                  488,504
 Amortization of intangible assets                                                               11,318       18,256         20,274          18,125                               5,150          4,310                -
 Settlement charges and other                                                                       -            -            2,500             (954)                               -             (468)               -
 Restructuring charges and others                                                                85,189       24,711          8,540          13,570                               2,209          1,381                 98
 Amortization of Acquisition-Related intangible assets                                              -            -              -                -                                  -              -               4,310
 Loss on assets held for sale                                                                       -            -              -            65,722                                 -           65,722             1,515
 Other income and expenses                                                                          -            -              -                -                                                 -                 505
 (Gain) on sale on cost method investment                                                       (66,472)    (112,774)           -             (1,521)                               -              -                 -
 Non-GAAP Operating Expenses (SG&A + R&D)                                             $        482,989 $     533,297 $      590,942 $       594,658                     $       153,775 $      141,067 $         141,991
 GAAP Operating Expenses as a % of Non-GAAP Revenue                                               29.7%        27.5%          25.4%            23.9%                              26.4%          23.3%             26.3%
Reconciliation of GAAP Measures to Non-GAAP Measures

                                                                                          FY 2015         FY 2016          FY 2017       FY 2018            Q1 2018       Q4 2018         Q1 2019
 GAAP operating income (loss)                                                         $       (323,330) $   (608,738) $         78,093 $    164,428     $        35,762 $       2,740 $        31,816
 GAAP operating margin (GAAP operating income / GAAP Revenue)                                   (20.1%)        (31.7)%            3.4%          6.6%                6.1%         0.5%            5.9%
 Revenue from intellectual property license                                                      18,750         18,750             -             -                   -            -               -
 Stock based compensation, including costs related to modification of equity awards              83,690         98,513          91,581        95,965             18,458       19,403           20,395
 Changes in value of deferred compensation plan                                                    (531)         3,061           7,364        (2,176)               683        (5,571)          4,934
 Merger, integration, related costs and adjustments related to assets held for sale              97,353         49,852           4,204           -                   -            -               -
 Inventory step-up related to acquisition accounting                                             84,297         13,264           3,736           -                   -            -               -
 Amortization of intangible assets                                                             108,335        174,745          195,255       218,149             54,588       53,893           52,527
 Settlement charges and other                                                                       -              -             2,500          (954)                            (468)
 Restructuring charges and others                                                                91,720         30,631           9,088        16,841              4,096         1,516              49
 Loss on asset held for sale                                                                        -           37,219             -          76,591                          76,591           3,532
 Gain on sale on cost method investment                                                             -              -               -          (1,521)                -            -              -
 Goodwill impairment charge                                                                         -         488,504              -             -                   -            -              -
 (Gain) related to investment in Deca Technologies                                                  -        (112,774)             -             -                   -            -              -
 (Gain) on divestiture of TrueTouch® Mobile business                                            (66,472)           -               -             -                   -            -              -
 Impairment of acquisition related intangibles                                                      -           33,944             -             -                   -            -              -
 Other income and expenses                                                                          -              -               -             -                   -            -              505
 Non-GAAP operating income (loss)                                                     $          93,812 $     226,971 $        391,821 $    567,323     $       113,587 $    148,104 $       113,758
 Non-GAAP operating margin (Non-GAAP operating income / Non-GAAP Revenue)                         5.77%         11.69%          16.83%        22.84%             19.51%       24.50%          21.11%
 Depreciation                                                                                    74,468         75,924          67,578        66,299             17,140       16,527          19,512
 Adjusted EBITDA                                                                      $        168,280 $      302,895 $        459,399 $    633,622     $       130,727 $    164,631 $       133,270

                                                                                          FY 2015           FY 2016        FY 2017       FY 2018            Q1 2018       Q4 2018         Q1 2019
 GAAP net cash provided by operation activities                                       $           8,801 $      217,419 $       403,487 $    471,700     $        31,678   $  142,215 $         61,248
 GAAP net cash provided by operation activities as percentage of revenue                          0.55%          11.31%          17.33%       18.99%                          23.53%           11.36%
 Acquisition of property, plant and equipment, net                                              (47,206)        (57,398)        (51,944)     (63,130)           (17,023)       (5,069)        (10,534)
 Free cash flow                                                                       $        (38,405) $      160,021 $       351,543 $    408,570     $        14,655 $    137,146 $         50,714
 Free cash flow as percentage of revenue                                                        (2.39)%           8.32%          15.10%       16.45%              2.52%       22.69%            9.41%
Reconciliation of GAAP Measures to Non-GAAP Measures
                                                                                                 FY 2017        FY 2018             Q1 2018       Q4 2018               Q1 2019
 GAAP net income (loss)                                                                      $       (80,915) $    354,592      $         9,078 $    267,114 $               19,714
 Stock based compensation, including costs related to modification of equity awards                   91,581         95,965              18,458       19,403                 20,395
 Changes in value of deferred compensation plan                                                        1,277            728                 417         (170)                   600
 Inventory step-up related to acquisition accounting                                                   3,736            -                   -            -                      -
 Share in net loss and impairment of equity method investees                                          71,772         57,369               3,461       46,496                  3,590
 (Gain) on divestiture of TrueTouch® Mobile business                                                     -              -                   -            -                      -
 Amortization of intangible assets                                                                   195,255        218,149              54,588       53,893                 52,527
 Imputed interest on convertible debt, equity component amortization on convertible
 debt and others                                                                                      20,538         17,966                6,229             4,246            4,297
 Amortization of debt issuance cost                                                                      -             1,981                 -                 -                -
 Settlement charges and other                                                                          3,344          (2,065)                394              (309)             -
 Restructuring charges and others                                                                      9,088         16,841                4,096             1,516                49
 Loss on extinguishment of Spansion convertible notes                                                  4,250           3,258               1,533               -                -
 Merger, integration, related costs and adjustments related to assets held for sale                    4,214             -                   -                 -                -
 Loss on assets held for sale                                                                            -           76,591                  -              76,591            3,532
 Gain on sale on cost method investment                                                                  -            (1,521)                -                 -                -
 Other income and expenses                                                                               -               -                   -                 -                808
 Tax impact of above non-GAAP adjustments                                                           (141,476)      (102,274)             (18,645)          (42,350)         (18,018)
 Uncertain tax provision                                                                               6,228           8,815               1,362             3,945             (297)
 Valuation allowance release, utilization of NOLs including excess tax benefit, and others           135,365       (237,420)              19,325         (299,385)           14,907
 Non-GAAP net income                                                                         $       324,257 $      508,975     $       100,296 $         130,990 $        102,104

                                                                                                 FY 2017         FY 2018            Q1 2018            Q4 2018          Q1 2019
 GAAP Weighted-average common shares outstanding, diluted                                            333,451        372,178             370,592           369,638           373,131
 Impact of non-GAAP adjustments on number of diluted shares underlying stock-                         14,838           5,565              4,618             5,227             4,153
 based compensation awards
 Adjustment to include the impact of the capped call transactions related to the                     16,851           (2,395)            (2,484)              -              (1,454)
 convertible notes
 Non-GAAP Weighted-average common shares outstanding, diluted                                       365,140         375,348             372,726           374,865          375,830

                                                                                                 FY 2017        FY 2018             Q1 2018            Q4 2018          Q1 2019
 Earnings (loss) per share - diluted (GAAP)                                                  $         (0.24) $       0.95      $             0.02 $          0.72 $           0.05
 Per share impact of Non-GAAP adjustments                                                    $          1.13 $         0.41     $             0.25 $         (0.37) $          0.22
 Earnings (loss) per share - diluted (Non-GAAP)                                              $          0.89 $        1.36      $             0.27 $          0.35 $           0.27
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