EX-99.1 2 exhibit991q42019.htm EXHIBIT 99.1 Exhibit
EXHIBIT 99.1

q42019imagea01.jpg
Contacts:
Thad Trent
EVP Finance & Administration and CFO
(408) 943-2925

David Szabados
Senior Public Relations Manager
(408) 544-1473
For Immediate Release
Cypress Reports Fourth Quarter and Year End 2019 Results


SAN JOSE, Calif., January 30, 2020 — Cypress Semiconductor Corporation (NASDAQ: CY) today announced its fourth quarter and fiscal year 2019 results with the following highlights:
Fiscal year revenue of $2.21 billion, down 6.1% year-over-year after adjusting for the divestiture of our NAND business, which was completed on April 1, 2019
Record Automotive revenue of $829.4 million representing 38% of total fiscal year 2019 revenue
Fourth quarter revenue was $559.6 million and GAAP and non-GAAP gross margins were 38.0% and 47.1%, respectively
Fourth quarter GAAP and non-GAAP operating margins were 5.9% and 21.1%, respectively
Fourth quarter GAAP and non-GAAP diluted EPS were $0.05 and $0.28, respectively

"We continue to see strong adoption of our connect and compute products across the automotive and IoT end-markets, which drove record MCD revenue in fiscal year 2019 in a challenging environment," said Hassane El-Khoury, Cypress’ president and chief executive officer. "We ended the year strongly in the fourth quarter with our automotive revenue achieving a quarterly record and our IoT business up 18% compared to the fourth quarter of 2018. Our focus on maximizing profitability and cashflow continues to pay off as evidenced by our record cash from operations of $479 million in 2019." 




As announced on June 3, 2019, Infineon Technologies AG and Cypress entered into an agreement and plan of merger providing for Infineon to acquire Cypress for $23.85 per share in cash, corresponding to an enterprise value of approximately $10 billion. The proposed transaction has received antitrust clearances from authorities in the United States, the European Union, The Philippines, Taiwan, South Korea, and Japan. The parties require approval for the proposed transaction from the Committee on Foreign Investment in the United States (CFIUS) and from China’s State Administration for Market Regulation (SAMR). Due to the pending transaction, Cypress will not hold an earnings conference call and has suspended the practice of providing forward-looking guidance.


Revenue and earnings for the quarter are shown below with comparable periods:
(In thousands, except percentages and per-share data)

 
 
GAAP
 
NON-GAAP1
 
 
Q4 2019
 
Q3 2019
 
Q4 2018
 
Q4 2019
 
Q3 2019
 
Q4 2018
Revenue
 
$
559,568

 
$
574,521

 
$
604,474

 
$
559,568

 
$
574,521

 
$
604,474

Gross margin
 
38.0
%
 
37.7
%
 
37.3
%
 
47.1
%
 
46.9
%
 
47.8
%
Operating margin
 
5.9
%
 
7.9
%
 
0.5
%
 
21.1
%
 
21.8
%
 
24.5
%
Net income
 
$
20,760

 
$
12,683

 
$
267,114

 
$
108,394

 
$
115,794

 
$
130,990

Diluted EPS
 
$
0.05

 
$
0.03

 
$
0.72

 
$
0.28

 
$
0.30

 
$
0.35


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

 
 
GAAP
 
NON-GAAP1
 
 
FY 2019
 
FY 2018
 
FY 2019
 
FY 2018
Revenue
 
$
2,205,314

 
$
2,483,840

 
$
2,205,314

 
$
2,483,840

Gross margin
 
37.6
%
 
37.5
%
 
47.1
%
 
46.8
%
Operating margin
 
5.6
%
 
6.6
%
 
21.1
%
 
22.8
%
Net income
 
$
40,428

 
$
354,592

 
$
423,531

 
$
508,975

Diluted EPS
 
$
0.11

 
$
0.95

 
$
1.09

 
$
1.36

1.
See the “Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures” tables (“Non-GAAP Results” tables) included below.







REVENUE SUMMARY
(In thousands, except percentages)
(Unaudited)
 
 
Three Months Ended
 
 
 
December 29, 2019
 
September 29, 2019
 
December 30, 2018
 
Sequential Change
 
Year-over-year Change
Business Unit1
 
 
 
 
 
 
 
 
 
MCD
$
401,292

 
$
410,748

 
$
355,793

 
(2.3
)%
 
12.8
 %
MPD2
158,276

 
163,773

 
248,681

 
(3.4
)%
 
(36.4
)%
Total
$
559,568

 
$
574,521

 
$
604,474

 
(2.6
)%
 
(7.4
)%

 
Three Months Ended
 
December 29, 2019
 
September 29, 2019
 
December 30, 2018
End Use
 
 
 
 
 
IoT
40.0
%
 
42.6
%
 
31.5
%
Automotive
39.3
%
 
36.5
%
 
35.5
%
Legacy
20.7
%
 
20.9
%
 
33.0
%
Total
100
%
 
100
%
 
100
%

1.
The Microcontroller and Connectivity Division ("MCD") includes microcontroller, wireless connectivity and USB products and the Memory Products Division ("MPD") includes RAM, Flash and AgigA Tech products.
2.
MPD revenue for the three months ended December 29, 2019 and September 29, 2019 reflect divestment of our NAND business to a newly formed joint venture, which was completed on April 1, 2019.





FOLLOW CYPRESS ONLINE

Join the Cypress Developer Community 3.0, read our blog, follow us on Twitter, Facebook and LinkedIn, and watch Cypress videos on our Video Library or YouTube.

ABOUT CYPRESS

Cypress is a leader in advanced embedded solutions for the world’s most innovative automotive, industrial, smart home appliances, consumer electronics and medical products. Cypress’ microcontrollers, analog ICs, wireless and USB-based connectivity solutions and reliable, high-performance memories help engineers





design differentiated products and get them to market first. Cypress is committed to providing customers with the best support and development resources on the planet enabling them to disrupt markets by creating new product categories. To learn more, go to www.cypress.com.


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

Management believes that these non-GAAP financial measures reflect an additional and useful way of viewing aspects of the Company's operations which, when viewed in conjunction with Cypress' GAAP





results, provide a more comprehensive understanding of the various factors and trends affecting the Company's business and operations.

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

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

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

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

Stock-based compensation expense: Stock-based compensation expense relates primarily to employee stock options, restricted stock units, performance stock units and the employee stock purchase plan. Stock-





based compensation expense is a non-cash expense that is affected by changes in market factors including the price of Cypress’ common shares, which are not within the control of management. In addition, the valuation of stock-based compensation is subjective, and the expense recognized by Cypress may be significantly different than the expense recognized by other companies for similar equity awards, which makes it difficult to assess Cypress’ results compared to its competitors. Accordingly, management excludes this item from its internal operating forecasts and models. However, a limitation of non-GAAP measures that exclude stock-based compensation expense is that they do not reflect the full costs of compensating employees.

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





taxes payable (i.e. release of valuation allowance), and non-cash expense (benefit) related to uncertain tax positions,
Certain other expenses and benefits, and
Diluted weighted average shares non-GAAP adjustment - for purposes of calculating non-GAAP diluted earnings per share, the GAAP diluted weighted average shares outstanding is adjusted to include the impact of non-GAAP adjustments on the number of diluted shares underlying stock-based compensation awards and the impact of the capped call transactions related to the convertible notes.

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

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





compensates for this limitation by also relying on the net increase in cash and cash equivalents and restricted cash as presented in the Company’s condensed consolidated statements of cash flows prepared in accordance with GAAP which incorporates all cash movements during the period.



FORWARD-LOOKING STATEMENTS

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





Merger; potential tariffs and other disruptions in the international trade and investment environment; global economic and market conditions; our ability to execute on our Cypress 3.0 strategy and our margin improvement plan; risks related to paying down our indebtedness and meeting the covenants in our debt agreements; our efforts to retain and expand our customer base; business conditions and growth trends in the semiconductor market; competition; volatility in supply and demand for our products, including but not limited to the impact of seasonality on supply and demand; our ability to develop, introduce and sell new products and technologies; potential problems relating to our manufacturing activities; reliance on distributors, resellers, third-party manufacturers, and others; risks related to changing relationships with distributors; risks related to our "take or pay" agreements with certain vendors; the risk of defects, errors, or security vulnerabilities in our products; the impact of acquisitions; risks related to our joint venture for NAND flash memory products; the possibility of impairment charges; our ability to attract and retain key personnel; the unpredictability and expense of legal proceedings; the impact of floods, earthquakes, volcanoes, global health pandemics, and other major natural events beyond our control; and other risks and uncertainties described in the "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and "Quantitative and Qualitative Disclosures about Market Risk" sections in our most recent Annual Report on Form 10-K filing and in our subsequent quarterly filings with the U.S. Securities and Exchange Commission (the "SEC") which are available on our investor relations website at http://investors.cypress.com/financial-information/sec-filings. We assume no responsibility to update our forward-looking statements.

Cypress and the Cypress logo are registered trademarks of Cypress Semiconductor Corporation. All other trademarks are property of their owners.










CYPRESS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
 
 
December 29, 2019

 
December 30, 2018

ASSETS
 
 
 
 
Cash and cash equivalents
 
$
415,462

 
$
285,720

Accounts receivable, net
 
301,755

 
324,274

Inventories
 
297,904

 
292,093

Assets held for sale
 

 
13,510

Property, plant and equipment, net
 
258,748

 
282,986

Goodwill and other intangible assets, net
 
1,656,933

 
1,864,340

Other assets
 
625,312

 
630,292

Total assets
 
$
3,556,114

 
$
3,693,215

LIABILITIES AND EQUITY
 
 
 
 
Accounts payable
 
$
151,393

 
$
210,715

Income tax liabilities
 
54,941

 
53,469

Revenue reserves, deferred margin and other liabilities
 
523,102

 
430,814

Current portion of long-term debt
 
13,615

 
6,943

Revolving credit facility and long-term debt
 
712,808

 
874,235

Total liabilities
 
1,455,859

 
1,576,176

Total Cypress stockholders' equity
 
2,100,255

 
2,115,734

Non-controlling interest
 

 
1,305

Total equity
 
2,100,255

 
2,117,039

Total liabilities and equity
 
$
3,556,114

 
$
3,693,215








CYPRESS SEMICONDUCTOR CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
ON A GAAP BASIS
(In thousands, except per-share data)
(Unaudited)
 
 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 29, 2019
 
September 29, 2019
 
December 30, 2018
 
December 29, 2019
 
December 30, 2018
Revenues
 
$
559,568

 
$
574,521

 
$
604,474

 
$
2,205,314

 
$
2,483,840

Cost of revenues
 
347,150

 
358,080

 
379,264

 
1,375,289

 
1,552,385

Gross profit
 
212,418

 
216,441

 
225,210

 
830,025

 
931,455

Research and development
 
91,219

 
89,253

 
82,379

 
362,716

 
363,996

Selling, general and administrative
 
88,463

 
81,963

 
140,091

 
344,046

 
403,031

     Total operating expenses
 
179,682

 
171,216

 
222,470

 
706,762

 
767,027

Operating income
 
32,736

 
45,225

 
2,740

 
123,263

 
164,428

Interest and other expense, net
 
(8,409
)
 
(14,922
)
 
(20,489
)
 
(44,577
)
 
(67,845
)
Income (loss) before income taxes and non-controlling interest
 
24,327

 
30,303

 
(17,749
)
 
78,686

 
96,583

Income tax benefit (provision)
 
(5,044
)
 
(16,247
)
 
331,447

 
(2,372
)
 
315,618

Share in gain/loss, net and impairment of equity method investees
 
1,477

 
(1,383
)
 
(46,497
)
 
(35,901
)
 
(57,370
)
Net income
 
20,760

 
12,673

 
267,201

 
40,413

 
354,831

Net loss (income) attributable to non-controlling interest
 

 
10

 
(87
)
 
15

 
(239
)
Net income attributable to Cypress
 
$
20,760

 
$
12,683

 
$
267,114

 
$
40,428

 
$
354,592

Net income per share attributable to Cypress:
 
 
 
 
 
 
 
 
 
 
Basic
 
$
0.06

 
$
0.03

 
$
0.74

 
$
0.11

 
$
0.99

Diluted
 
$
0.05

 
$
0.03

 
$
0.72

 
$
0.11

 
$
0.95

Cash dividend declared per share
 
$
0.11

 
$
0.11

 
$
0.11

 
$
0.44

 
$
0.44

Shares used in net income per share calculation:
 
 
 
 
 
 
 
 
 
 
Basic
 
370,846

 
369,241

 
361,616

 
367,308

 
359,324

Diluted
 
390,952

 
388,243

 
369,638

 
384,670

 
372,178








CYPRESS SEMICONDUCTOR CORPORATION
RECONCILIATION OF GAAP FINANCIAL MEASURES TO NON-GAAP FINANCIAL MEASURES
(In thousands, except percentages and per-share data)
(Unaudited)
Table A: GAAP to Non-GAAP reconciling items: Three Months Ended Q4 2019
 
 
Cost of revenues
 
Research and development
 
Selling, general and administrative
 
Interest and other expense, net
GAAP [i]
 
$
347,150

 
$
91,219

 
$
88,463

 
$
(6,932
)
[1] Stock-based compensation, including costs related to modification of equity awards
 
4,035

 
7,010

 
19,171

 

[2] Changes in value of deferred compensation plan
 
213

 
1,318

 
1,271

 
(2,747
)
[3] Gain on sale of NAND business to joint venture
 
(120
)
 

 

 

[4] Share in gain/loss, net of equity method investees
 

 

 

 
(1,477
)
[5] Imputed interest on convertible debt, equity component amortization on convertible debt and others
 

 

 

 
3,025

[6] Amortization of debt issuance costs
 

 

 

 
496

[8] Amortization of acquisition-related intangible assets and other
 
47,085

 

 
4,309

 

[9] Restructuring charges and other
 
(22
)
 
(493
)
 
10

 

[10] Merger-related expenses
 

 

 
1,302

 

Non - GAAP [ii]
 
$
295,959

 
$
83,384

 
$
62,400

 
$
(7,635
)
Impact of reconciling items [ii - i]
 
$
(51,191
)
 
$
(7,835
)
 
$
(26,063
)
 
$
(703
)



Table B: GAAP to Non-GAAP reconciling items: Three Months Ended Q3 2019
 
 
Cost of revenues
 
Research and development
 
Selling, general and administrative
 
Interest and other expense, net
GAAP [i]
 
$
358,080

 
$
89,253

 
$
81,963

 
$
(16,305
)
[1] Stock-based compensation
 
5,907

 
7,708

 
11,276

 

[2] Changes in value of deferred compensation plan
 
(6
)
 
(38
)
 
(37
)
 
237

[3] Gain on sale of NAND business to joint venture
 

 

 

 
(1,887
)
[4] Share in gain/loss, net of equity method investees
 

 

 

 
1,383

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

 

 

 
3,101

[6] Amortization of debt issuance costs
 

 

 

 
626

[7] Loss on extinguishment of debt
 

 

 

 
6,402

[8] Amortization of acquisition-related intangible assets and other
 
47,084

 

 
4,310

 

[9] Restructuring charges
 
(68
)
 
291

 
169

 

[10] Merger-related expenses
 

 

 
3,043

 

[11] Other income and expenses
 

 
280

 
381

 
(631
)
Non - GAAP [ii]
 
$
305,163

 
$
81,012

 
$
62,821

 
$
(7,074
)
Impact of reconciling items [ii - i]
 
$
(52,917
)
 
$
(8,241
)
 
$
(19,142
)
 
$
9,231









Table C: GAAP to Non-GAAP reconciling items: Three Months Ended Q4 2018
 
 
Cost of revenues
 
Research and development
 
Selling, general and administrative
 
Interest and other expense, net
GAAP [i]
 
$
379,264

 
$
82,379

 
$
140,091

 
$
(66,986
)
[1] Stock based compensation
 
3,842

 
6,395

 
9,166

 

[2] Changes in value of deferred compensation plan
 
(468
)
 
(2,377
)
 
(2,726
)
 
5,401

[3] Loss on assets held for sale¹
 
10,869

 

 
65,722

 

[4] Share in net loss and impairment of equity method investees²
 

 

 

 
46,496

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

 

 

 
3,338

[6] Amortization of debt issuance costs
 

 

 

 
908

[7] Amortization of intangible assets
 
49,583

 

 
4,310

 

[8] Litigation settlement and other
 

 
(309
)
 
(159
)
 
159

[9] Restructuring charges
 
135

 
944

 
437

 

Non - GAAP [ii]
 
$
315,303

 
$
77,726

 
$
63,341

 
$
(10,684
)
Impact of reconciling items [ii - i]
 
$
(63,961
)
 
$
(4,653
)
 
$
(76,750
)
 
$
56,302

1. Relates to our entry into a definitive agreement to divest the NAND business
2. Includes $41.5 million impairment charge recorded for the investment in Deca Technologies, Inc.


Table D: GAAP to Non-GAAP reconciling items: Twelve Months Ended Q4 2019
 
 
Cost of revenues
 
Research and development
 
Selling, general and administrative
 
Interest and other expense, net
GAAP [i]
 
$
1,375,289

 
$
362,716

 
$
344,046

 
$
(80,478
)
[1] Stock based compensation, including costs related to modification of equity awards
 
15,443

 
33,702

 
56,837

 

[2] Changes in value of deferred compensation plan
 
807

 
4,116

 
4,120

 
(7,989
)
[3] Loss (gain) from sale of NAND business to joint venture
 
1,897

 

 
1,515

 
(1,887
)
[4] Share in gain/loss, net and impairment of equity method investees1
 

 

 

 
35,901

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

 

 

 
12,770

[6] Amortization of debt issuance costs
 

 

 

 
2,980

[7] Loss on extinguishment of debt
 

 

 

 
6,402

[8] Amortization of acquisition-related intangible assets and other
 
189,679

 

 
17,233

 

[9] Restructuring charges and other
 
880

 
1,160

 
918

 

[10] Merger-related expenses
 

 

 
12,754

 

[11] Other income and expenses
 

 
337

 
861

 
(433
)
Non - GAAP [ii]
 
$
1,166,583

 
$
323,401

 
$
249,808

 
$
(32,734
)
Impact of reconciling items [ii - i]
 
$
(208,706
)
 
$
(39,315
)
 
$
(94,238
)
 
$
47,744

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







Table E: GAAP to Non-GAAP reconciling items: Twelve Months Ended Q4 2018
 
 
Cost of revenues
 
Research and development
 
Selling, general and administrative
 
Interest and other expense, net
GAAP [i]
 
$
1,552,385

 
$
363,996

 
$
403,031

 
$
(125,215
)
[1] Stock based compensation, including costs related to modification of equity awards
 
16,531

 
35,115

 
44,319

 

[2] Changes in value of deferred compensation plan
 
(169
)
 
(971
)
 
(1,036
)
 
2,904

[3] Share in gain/loss, net and impairment of equity method investees¹
 

 

 

 
57,369

[4] Amortization of intangible assets
 
200,024

 

 
18,125

 

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

 

 

 
17,966

[6] Amortization of debt issuance cost
 

 

 

 
1,981

[7] Settlement and other charges
 

 
(309
)
 
(645
)
 
(1,111
)
[8] Restructuring charges
 
3,271

 
1,785

 
11,785

 

[9] Loss on extinguishment of Spansion convertible notes
 

 

 

 
3,258

[10] Loss on assets held for sale²
 
10,869

 

 
65,722

 

[11] Gain on sale on cost method investment
 

 

 
(1,521
)
 

Non - GAAP [ii]
 
$
1,321,859

 
$
328,376

 
$
266,282

 
$
(42,848
)
Impact of reconciling items [ii - i]
 
$
(230,526
)
 
$
(35,620
)
 
$
(136,749
)
 
$
82,367

1. Includes $41.5 million impairment charge recorded for the investment in Deca Technologies Inc.
2. Relates to our entry into a definitive agreement to divest the NAND business


Table F: Non-GAAP gross profit
 
Three Months Ended
 
Twelve Months Ended
 
 
Q4'19
 
Q3'19
 
Q4'18
 
Q4'19
 
Q4'18
GAAP gross profit
 
$
212,418

 
$
216,441

 
$
225,210

 
$
830,025

 
$
931,455

Impact of reconciling items on cost of revenues (Table A, B, C, D and E)
 
51,191

 
52,917

 
63,961

 
208,706

 
230,526

Non-GAAP gross profit
 
$
263,609

 
$
269,358

 
$
289,171

 
$
1,038,731

 
$
1,161,981

GAAP gross margin (GAAP gross profit/revenue)
 
38.0
%
 
37.7
%
 
37.3
%
 
37.6
%
 
37.5
%
Non-GAAP gross margin (Non-GAAP gross profit/revenue)
 
47.1
%
 
46.9
%
 
47.8
%
 
47.1
%
 
46.8
%






Table G: Non-GAAP operating income
 
Three Months Ended
 
Twelve Months Ended
 
 
Q4'19
 
Q3'19
 
Q4'18
 
Q4'19
 
Q4'18
GAAP operating income [i]
 
$
32,736

 
$
45,225

 
$
2,740

 
$
123,263

 
$
164,428

Impact of reconciling items on cost of revenues (see Table A, B, C, D and E)
 
51,191

 
52,917

 
63,961

 
208,706

 
230,526

Impact of reconciling items on R&D (see Tables A, B, C, D and E)
 
7,835

 
8,241

 
4,653

 
39,315

 
35,620

Impact of reconciling items on SG&A (see Tables A, B, C, D and E)
 
26,063

 
19,142

 
76,750

 
94,238

 
136,749

Non-GAAP operating income [ii]
 
$
117,825

 
$
125,525

 
$
148,104

 
$
465,522

 
$
567,323

Impact of reconciling items on operating income [ii - i]
 
$
85,089

 
$
80,300

 
$
145,364

 
$
342,259

 
$
402,895

GAAP operating margin (GAAP operating income / revenue)
 
5.9
%
 
7.9
%
 
0.5
%
 
5.6
%
 
6.6
%
Non-GAAP operating margin (Non-GAAP operating income / revenue)
 
21.1
%
 
21.8
%
 
24.5
%
 
21.1
%
 
22.8
%

Table H: Non-GAAP pre-tax profit
 
Three Months Ended
 
Twelve Months Ended
 
 
Q4'19
 
Q3'19
 
Q4'18
 
Q4'19
 
Q4'18
GAAP (loss) income before income taxes and non-controlling interest ("Pre-tax income")
 
$
24,327

 
$
30,303

 
$
(17,749
)
 
$
78,686

 
$
96,583

Share in gain/loss, net and impairment of equity method investees1
 
1,477

 
(1,383
)
 
(46,497
)
 
(35,901
)
 
(57,370
)
Impact of reconciling items on operating income (see Table G)
 
85,089

 
80,300

 
145,364

 
342,259

 
402,895

Impact of reconciling items on interest and other expense, net (see Table A, B, C, D and E)
 
(703
)
 
9,231

 
56,302

 
47,744

 
82,367

Non-GAAP pre-tax profit
 
$
110,190

 
$
118,451

 
$
137,420

 
$
432,788

 
$
524,475

GAAP pre-tax profit margin (GAAP pre-tax income/revenue)
 
4.3
%
 
5.3
%
 
(2.9
)%
 
3.6
%
 
3.9
%
Non-GAAP pre-tax profit margin (Non-GAAP pre-tax profit/revenue)
 
19.7
%
 
20.6
%
 
22.7
 %
 
19.6
%
 
21.1
%
1. The three months ended Q4'18 includes $41.5 million, and the twelve months ended Q4'19 and Q4'18 include $29.5 million and $41.5 million, respectively, of impairment charge recorded for the investment in Deca Technologies Inc.






Table I: Non-GAAP income tax expense
 
Three Months Ended
 
Twelve Months Ended
 
 
Q4'19
 
Q3'19
 
Q4'18
 
Q4'19
 
Q4'18
GAAP income tax (benefit) provision [i]
 
$
5,044

 
$
16,247

 
$
(331,447
)
 
$
2,372

 
$
(315,618
)
[1] Tax impact of non-GAAP adjustments* relating to:
 
 
 
 
 
 
 
 
 
 
[a] Stock-based compensation
 
6,345

 
5,227

 
4,075

 
22,256

 
20,152

[b] Changes in value of deferred compensation plan
 
12

 
32

 
(36
)
 
221

 
153

[c] Share in gain/loss, net and impairment of equity method investees
 
(310
)
 
290

 
9,764

 
7,539

 
12,047

[d] Imputed interest on convertible debt, equity component amortization on convertible debt and others
 
636

 
651

 
892

 
2,682

 
3,964

[e] Amortization of debt issuance costs
 
104

 
131

 

 
625

 
225

[f] Amortization of acquisition-related intangible assets and other
 
10,793

 
10,793

 
11,202

 
43,452

 
45,696

[g] Restructuring and other charges
 
(105
)
 
82

 
318

 
618

 
3,537

[h] Other (income) and expenses
 

 
6

 

 
165

 

[i] Loss on extinguishment of debt
 

 
1,344

 
16,084

 
1,344

 
16,768

[j] (Gain) loss on sale of NAND business to joint venture
 
(25
)
 
(396
)
 

 
321

 

[k] Merger, integration, related costs and adjustments related to assets held for sale
 

 

 
57

 

 
57

[l] Settlement charges
 

 

 
(6
)
 

 
(6
)
[m] Gain on sale of cost method investment
 

 

 

 

 
(319
)
[n] Merger-related expenses
 
273

 
639

 

 
2,678

 

[2] Uncertain tax positions
 
1,027

 
(6,675
)
 
(3,945
)
 
(2,730
)
 
(8,815
)
[3] Valuation allowance release, utilization of NOLs including excess tax benefits, and others**
 
(21,998
)
 
(25,704
)
 
299,385

 
(72,271
)
 
237,420

Non-GAAP income tax expense [ii]*
 
$
1,796

 
$
2,667

 
$
6,343

 
$
9,272

 
$
15,261

Impact of reconciling items on income tax provision [i - ii]

 
$
3,248

 
$
13,580

 
$
(337,790
)
 
$
(6,900
)
 
$
(330,879
)

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

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












Table J: Non-GAAP net income
 
Three Months Ended
 
Twelve Months Ended
 
 
Q4'19
 
Q3'19
 
Q4'18
 
Q4'19
 
Q4'18
GAAP net income attributable to Cypress
 
$
20,760

 
$
12,683

 
$
267,114

 
$
40,428

 
$
354,592

Impact of reconciling items on operating income (see Table G)
 
85,089

 
80,300

 
145,364

 
342,259

 
402,895

Impact of reconciling items on interest and other expense, net (see Table A, B, C, D, and E)
 
(703
)
 
9,231

 
56,302

 
47,744

 
82,367

Impact of reconciling items on income tax provision (see Table I)
 
3,248

 
13,580

 
(337,790
)
 
(6,900
)
 
(330,879
)
Non-GAAP net income
 
$
108,394

 
$
115,794

 
$
130,990

 
$
423,531

 
$
508,975


Table K: Weighted-average shares, diluted
 
Three Months Ended
 
 
Q4'19
 
Q3'19
 
Q4'18
 
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
Weighted-average common shares outstanding, basic
 
370,846

 
370,846

 
369,241

 
369,241

 
361,616

 
361,616

Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
 
Stock options, unvested restricted stock and other
 
8,503

 
11,361

 
7,862

 
11,704

 
6,482

 
11,709

Convertible notes
 
11,603

 
9,982

 
11,140

 
9,480

 
1,540

 
1,540

Weighted-average common shares outstanding, diluted
 
390,952

 
392,189

 
388,243

 
390,425

 
369,638

 
374,865



Table L: Weighted-average shares, diluted
 
Twelve Months Ended
 
 
Q4'19
 
Q4'18
 
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
Weighted-average common shares outstanding, basic
 
367,308

 
367,308

 
359,324

 
359,324

Effect of dilutive securities:
 
 
 
 
 
 
 
 
Stock options, unvested restricted stock and other
 
8,724

 
12,995

 
7,754

 
13,319

Convertible notes
 
8,638

 
6,716

 
5,100

 
2,705

Weighted-average common shares outstanding, diluted
 
384,670

 
387,019

 
372,178

 
375,348



Table M: Earnings per share
 
Three Months Ended
 
 
Q4'19
 
Q3'19
 
Q4'18
 
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
Net income (see Table J) [i]
 
$
20,760

 
$
108,394

 
$
12,683

 
$
115,794

 
$
267,114

 
$
130,990

Weighted-average common shares outstanding, diluted (see Table K) [ii]
 
390,952

 
392,189

 
388,243

 
390,425

 
369,638

 
374,865

Earnings per share - diluted [i/ii]
 
$
0.05

 
$
0.28

 
$
0.03

 
$
0.30

 
$
0.72

 
$
0.35









Table N: Earnings per share
 
Twelve Months Ended
 
 
Q4'19
 
Q4'18
 
 
GAAP
 
Non-GAAP
 
GAAP
 
Non-GAAP
Net income (see Table J) [i]
 
$
40,428

 
$
423,531

 
$
354,592

 
$
508,975

Weighted-average common shares outstanding, diluted (see Table L) [ii]
 
384,670

 
387,019

 
372,178

 
375,348

Earnings per share - diluted [i/ii]
 
$
0.11

 
$
1.09

 
$
0.95

 
$
1.36



Table O: Adjusted EBITDA
 
Three Months Ended
 
Twelve Months Ended
 
 
Q4'19
 
Q3'19
 
Q4'18
 
Q4'19
 
Q4'18
GAAP net income attributable to Cypress
 
$
20,760

 
$
12,683

 
$
267,114

 
$
40,428

 
$
354,592

Interest and other expense, net
 
(8,409
)
 
(14,922
)
 
(20,489
)
 
(44,577
)
 
(67,845
)
Income tax benefit (provision)
 
(5,044
)
 
(16,247
)
 
331,447

 
(2,372
)
 
315,618

Share in gain/loss, net and impairment of equity method investees1
 
1,477

 
(1,383
)
 
(46,497
)
 
(35,901
)
 
(57,370
)
Net gain (loss) attributable to non-controlling interests
 

 
10

 
(87
)
 
15

 
(239
)
GAAP operating income
 
$
32,736

 
$
45,225

 
$
2,740

 
$
123,263

 
$
164,428

Impact of reconciling items on operating income (see Table G)
 
85,089

 
80,300

 
145,364

 
342,259

 
402,895

Non-GAAP operating income
 
$
117,825

 
$
125,525

 
$
148,104

 
$
465,522

 
$
567,323

Depreciation
 
19,282

 
19,060

 
16,527

 
77,248

 
66,299

Adjusted EBITDA
 
$
137,107

 
$
144,585

 
$
164,631

 
$
542,770

 
$
633,622

1. The three months ended Q4'18 includes $41.5 million, and the twelve months ended Q4'19 and Q4'18 include $29.5 million and $41.5 million, respectively, of impairment charge recorded for the investment in Deca Technologies Inc.


Table P: Free cash flow
 
Three Months Ended
 
Twelve Months Ended
 
 
Q4'19
 
Q3'19
 
Q4'18
 
Q4'19
 
Q4'18
GAAP net cash provided by operating activities
 
$
234,246

 
$
64,497

 
$
142,215

 
$
478,915

 
$
471,700

Acquisition of property, plant and equipment, net
 
(12,063
)
 
(10,599
)
 
(5,069
)
 
(40,686
)
 
(63,130
)
Free cash flow
 
$
222,183

 
$
53,898

 
$
137,146

 
$
438,229

 
$
408,570







CYPRESS SEMICONDUCTOR CORPORATION
SUPPLEMENTAL FINANCIAL DATA
(In thousands except financial ratios and per-share amounts)
(Unaudited)

 
 
Three Months Ended
 
Twelve Months Ended
 
 
December 29, 2019
 
September 29, 2019
 
December 30, 2018
 
December 29, 2019
 
December 30, 2018
Selected Cash Flow Data (Preliminary):
 
 
 
 
 
 
 
 
 
 
Net cash provided by operating activities
 
$
234,246

 
$
64,497

 
$
142,215

 
$
478,915

 
$
471,700

Net cash used in investing activities
 
$
(14,058
)
 
$
(2,056
)
 
$
(5,988
)
 
$
(27,311
)
 
$
(49,690
)
Net cash used in financing activities
 
$
(147,754
)
 
$
(91,594
)
 
$
(55,252
)
 
$
(321,862
)
 
$
(287,886
)
Other Supplemental Data (Preliminary):
 
 
 
 
 
 
 
 
 
 
Capital expenditures, net
 
$
12,063

 
$
10,599

 
$
5,069

 
$
40,686

 
$
63,130

Depreciation
 
$
19,282

 
$
19,060

 
$
16,527

 
$
77,248

 
$
66,299

Payment of dividend
 
$
40,679

 
$
40,289

 
$
39,772

 
$
160,850

 
$
157,364

Dividend paid per share
 
$
0.11

 
$
0.11

 
$
0.11

 
$
0.44

 
$
0.44

Total debt (principal amount)
 
$
758,632

 
$
856,102

 
$
935,838

 
$
758,632

 
$
935,838

Net leverage ratio¹
 
0.63

 
0.90

 
1.03

 
0.63

 
1.03

Cash Income Tax
 
$
1,796

 
$
2,667

 
$
6,343

 
$
9,272

 
$
15,261


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













 

.
 
 
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