SAN JOSE, Calif., Jan. 27 /PRNewswire-FirstCall/ -- Zilog, Inc. (NASDAQ: ZILG), a trusted supplier of application specific, embedded control products including energy management solutions for industrial and consumer markets, today reported financial results for its three- and nine-month periods ended December 26, 2009. Net sales from continuing operations for the fiscal 2010 third quarter were $8.7 million, a sequential increase of 7 percent and a year-over-year decrease of 4 percent. Licensing royalties were $0.8 million in the third fiscal quarter, compared to $1.0 million in the previous quarter and $0.6 million in Q3 a year ago. The sequential increase in sales reflects a continued improvement in global demand for products following the global economic downturn that commenced in 2008. The financial results exceeded our previous guidance in both top and bottom line performance. On February 18, 2009, the Company sold its universal remote control and secured transaction processor businesses ("sale businesses"). In accordance with FASB ASC 205, the comparative financial statements for its previous fiscal periods ended December 27, 2008, have been restated to reflect the sold businesses as discontinued operations. Further, on December 4, 2009, the Company signed a definitive merger agreement ("Merger Agreement") in which Ixys Corporation ("Ixys") agreed to acquire all of the outstanding shares of the Company for $3.5858 per share in cash, subject to customary closing conditions. The Company expects to hold a special meeting of shareholders on February 17, 2010 to vote on the merger. If the merger is approved the Company expects to close shortly thereafter. GAAP net income for the fiscal third quarter ended December 26, 2009 was $0.3 million, or 1 cent per share, compared to GAAP net income of $1.6 million, or 9 cents per share, in the previous fiscal quarter and a GAAP net loss of $5.7 million, or 33 cents per share, for fiscal Q3 a year ago. Net income for the fiscal 2010 third quarter includes special charges of $0.6 million, or 3 cents per share, which included $0.5 million in legal and other costs associated with the Merger Agreement. The previous quarter's results included $1.55 million in income from discontinued operations. Results for the third fiscal quarter a year ago included special charges of $1.7 million and net losses from discontinued operations of $0.4 million. Special charges in Q3 fiscal 2009 included costs associated with reductions in headcount as a result of declining sales driven by the downturn in the global economy. On a year-to-date basis for the nine months ended December 26, 2009, sales were $24.0 million and GAAP net income was $2.2 million, or 13 cents per share, compared to sales of $29.1 million and a GAAP net loss of $9.0 million, or 53 cents per share for the nine months ended December 27, 2008. The financial results reflect an $11.2 million favorable improvement in net income for the fiscal 2010 nine-month period as compared to the comparable period in 2009. This improvement reflects a $5.1 million reduction in sales offset by improved product gross margins from 40 percent to 45 percent, a $10.5 million or 49 percent reduction in operating expenses, a $2.6 million reduction in special charges and amortization of intangible assets and the benefit of $1.0 million in patent sales. Additionally, fiscal 2010 year to date net income as compared to fiscal 2009 was negatively impacted by a $3.1 million reduction in net income from discontinued operations offset by a $1.6 million discontinued operations gain on sale reflecting the receipt of 50 percent of an escrow receivable related to the sale businesses. Fiscal 2009 results for the nine months ended December 27, 2008 included special charges of $2.8 million reflecting severance and other related costs associated with the global economic downturn resulting in a significant worldwide reduction in force. Additionally, special charges included costs associated with the production test outsource activities as well as expenses associated with the strategic alternatives review. The Company reported cash, cash equivalents and long-term investments of $37.4 million at December 26, 2009, compared to $36.4 million and $33.3 million at September 26, 2009 and March 31, 2009, respectively. Net cash provided by continuing operating activities was $3.2 million for the year to date nine months of fiscal 2010, as compared to net cash used in continuing operating activities of $6.9 million for the comparative nine month period a year ago. On a non-GAAP basis, adjusted EBITDA from continuing operations, as defined below, was positive $1.4 million for the fiscal 2010 third quarter, as compared to positive $0.7 million in the prior fiscal quarter and negative $2.6 million in the third fiscal quarter a year ago. On a year to date basis, adjusted EBITDA from continuing operations was positive $2.8 million for the nine months ended December 26, 2009 as compared to negative $6.4 million for the comparative nine months a year ago. The outlook for this quarter reflects the traditional seasonal slowdown in demand with an expected sequential reduction in sales. As was the case in Q3, the Company expects distribution end-demand to be the key to determining final sales levels for Q4 and for fiscal 2010 as a whole. The Company expects net sales for its fiscal 2010 fourth quarter ending March 31, 2010, to be lower by 3 percent to 5 percent, as compared to the third fiscal quarter ended December 26, 2009. Additionally in the fourth quarter, the Company expects $1.55 million in cash receipts from its remaining 50 percent of an escrow amount associated with the sale of its discontinued business in February 2009. NON-GAAP FINANCIAL INFORMATION (Unaudited) The Company may make reference to certain Non-GAAP financial measures. Management believes that these Non-GAAP measures are useful measures of operating performance and liquidity because they may exclude the impact of certain items, such as amortization of intangible assets, stock-based compensation, depreciation, non-operating interest, income taxes and special charges. However, these Non-GAAP measures should be considered in addition to, not as a substitute for, or superior to, net income (loss) and net cash provided by (used in) operating activities, or other financial measures prepared in accordance with GAAP. Three Months Ended Dec. Sep. Jun. 26, 26, 27, 2009 2009 2009 ---- ---- ---- (in thousands) Reconciliation of Non-GAAP Net Income (Loss) to GAAP Net Income (Loss) ------------------------------------- Non-GAAP net income (loss) from continuing operations $1,035 $332 $394 Non-GAAP adjustments on continuing operations: Special charges and credits 578 77 135 Amortization of intangible assets - - - Non-cash stock-based compensation COS 35 19 19 Non-cash stock-based compensation R&D 43 20 24 Non-cash stock-based compensation SG&A 171 166 183 --- --- --- Total non-GAAP adjustments, continuing operations 827 282 361 --- --- --- GAAP net income (loss) from continuing operations $208 $50 $33 ==== === === Three Months Ended Mar. Dec. 31, 27, 2009 2009 ---- ---- Reconciliation of Non-GAAP Net Income (Loss) to GAAP Net Income (Loss) ----------------------------------------------- Non-GAAP net income (loss) from continuing operations ($1,776) ($2,871) Non-GAAP adjustments on continuing operations: Special charges and credits 3,478 1,696 Amortization of intangible assets 174 209 Non-cash stock-based compensation COS 21 44 Non-cash stock-based compensation R&D (24) 126 Non-cash stock-based compensation SG&A 201 297 --- --- Total non-GAAP adjustments, continuing operations 3,850 2,372 ----- ----- GAAP net income (loss) from continuing operations ($5,626) ($5,243) ======= ======= Non-GAAP Net Income (Loss) from continuing operations (Unaudited) Non-GAAP net income (loss) from continuing operations (Non-GAAP net income (loss)) excludes special charges and non-cash charges relating to the amortization of intangible assets and stock-based compensation. Following the sale of the universal remote control and secured transaction processor businesses in February 2009, Non-GAAP net income (loss) was restated to exclude amounts related to the Company's discontinued operations. We believe that Non-GAAP net income (loss) is a useful measure as it excludes certain special charge items as well as certain non-cash charges, which facilitates a comparison of the Company's operating performance. However, this Non-GAAP measure should be considered in addition to, not as a substitute for, or superior to, the net loss measured in accordance with GAAP. Three Months Ended ------------------ Reconciliation of Net Income (Loss) and Dec. Sep. Jun. Mar. Dec. Cash Flows 26, 26, 27, 31, 27, --------------------- From Operating Activities to EBITDA 2009 2009 2009 2009 2008 --------------------- ---- ---- ---- ---- ---- (in thousands) Reconciliation of net income (loss) to EBITDA: Net income (loss) from continuing operations $208 $50 $33 ($5,626) ($5,243) Depreciation and amortization 328 338 318 452 466 Interest income (5) (6) (3) (4) (24) Provision (benefit) for income taxes 36 22 40 (2) 67 --- --- --- --- --- EBITDA from continuing operations $567 $404 $388 ($5,180) ($4,734) ==== ==== ==== ======= ======= Reconciliation of EBITDA to net cash provided by (used in) conitnuing operating activities: EBITDA $567 $404 $388 ($5,180) ($4,734) Provision (benefit) for income taxes (36) (22) (40) 2 (67) Interest income 5 6 3 4 24 Non-cash stock- based compensation 249 205 226 198 467 Loss on disposition of operating assets - - - 986 11 Changes in other operating assets and liabilities 176 (393) 1,457 (4,119) (571) --- ---- ----- ------ ---- Net cash provided by (used in) continuing operating activities $961 $200 $2,034 ($8,109) ($4,870) ==== ==== ====== ======= ======= Nine Months Ended ----------------- Reconciliation of Net Income (Loss) and Cash Flows Dec. 26, Dec. 27, --------------------------------------- From Operating Activities to EBITDA 2009 2008 ----------------------------------- ---- ---- Reconciliation of net income (loss) to EBITDA: Net income (loss) from continuing operations $292 ($12,424) Depreciation and amortization 984 1,380 Interest income (14) (143) Provision (benefit) for income taxes 98 183 --- --- EBITDA from continuing operations $1,360 ($11,004) ====== ======== Reconciliation of EBITDA to net cash provided by (used in) conitnuing operating activities: EBITDA $1,360 ($11,004) Provision (benefit) for income taxes (98) (183) Interest income 14 143 Non-cash stock-based compensation 680 1,126 Loss on disposition of operating assets - 46 Changes in other operating assets and liabilities 1,239 2,976 ----- ----- Net cash provided by (used in) continuing operating activities $3,195 ($6,896) ====== ======= Non-GAAP EBITDA (Unaudited) Management believes that Non-GAAP EBITDA ("EBITDA"), that is Earnings or loss Before Interest, Taxes, Depreciation and Amortization, is a useful measure of financial performance. Following the sale of the universal remote control and secured transaction processor businesses in February 2009, EBITDA was restated to exclude amounts related to the Company's discontinued operations. We believe that the disclosure of EBITDA helps investors more meaningfully evaluate our liquidity position by the elimination of non-cash related items such as depreciation and amortization. We believe that our investors regularly use EBITDA as a measure of the liquidity of our business. Our management uses EBITDA as a supplement to cash flows from operations as a way to assess the cash generated from our business available for capital expenditures and the servicing of other requirements including working capital. Three Months Ended ------------------ Reconciliation of Net Income (Loss) and Cash Dec. Sep. Jun. Mar. Dec. Flows 26, 26, 27, 31, 27, ---------------- From Operating Activities to Adjusted EBITDA 2009 2009 2009 2009 2008 ---------------- ---- ---- ---- ---- ---- (in thousands) Reconciliation of net income (loss) to Adjusted EBITDA: Net income (loss) from continuing operations $208 $50 $33 ($5,626) ($5,243) Depreciation and amortization including intangibles 328 338 318 626 675 Interest income (5) (6) (3) (4) (24) Provision (benefit) for income taxes 36 22 40 (2) 67 Special charges and credits 578 77 135 3,478 1,696 Non-cash stock- based compensation 249 205 226 198 467 --- --- --- --- --- Adjusted EBITDA, continuing operations $1,394 $686 $749 ($1,330) ($2,362) ====== ==== ==== ======= ======= Reconciliation of Adjusted EBITDA to net cash provided by (used in) continuing operating activities: Adjusted EBITDA, continuing operations $1,394 $686 $749 ($1,330) ($2,362) Special charges and credits (578) (77) (135) (3,478) (1,696) Provision (benefit) for income taxes (36) (22) (40) 2 (67) Interest income 5 6 3 4 24 Loss on disposition of operating assets - - - 986 11 Changes in other operating assets and liabilities 176 (393) 1,457 (4,293) (780) --- ---- ----- ------ ---- Net cash provided by (used in) continuing operating activities $961 $200 $2,034 ($8,109) ($4,870) ==== ==== ====== ======= ======= Nine Months Ended ----------------- Reconciliation of Net Income (Loss) and Cash Flows Dec. 26, Dec. 27, --------------------------------------- From Operating Activities to Adjusted EBITDA 2009 2008 ------------------------------------- ---- ---- Reconciliation of net income (loss) to Adjusted EBITDA: Net income (loss) from continuing operations $292 ($12,424) Depreciation and amortization including intangibles 984 2,007 Interest income (14) (143) Provision (benefit) for income taxes 98 183 Special charges and credits 790 2,840 Non-cash stock-based compensation 680 1,126 --- ----- Adjusted EBITDA, continuing operations $2,830 ($6,411) ====== ======= Reconciliation of Adjusted EBITDA to net cash provided by (used in) continuing operating activities: Adjusted EBITDA, continuing operations $2,830 ($6,411) Special charges and credits (790) (2,840) Provision (benefit) for income taxes (98) (183) Interest income 14 143 Loss on disposition of operating assets - 46 Changes in other operating assets and liabilities 1,239 2,349 ----- ----- Net cash provided by (used in) continuing operating activities $3,195 ($6,896) ====== ======= Non-GAAP Adjusted EBITDA (Unaudited) EBITDA reflects our Earnings or loss Before Interest, Taxes, Depreciation and Amortization. Additionally, management uses separate "Adjusted EBITDA" calculations for purposes of determining certain employees' incentive compensation and subject to meeting specified Adjusted EBITDA amounts. Adjusted EBITDA, as we define it, excludes interest, income taxes, effects of changes in accounting principles and non-cash charges such as depreciation, amortization, in-process research and development, and stock-based compensation expense. It also excludes cash and non-cash charges associated with reorganization items and special charges and credits, which represent operational restructuring charges, including asset write-offs, employee termination costs, relocation costs, lease termination costs, costs associated with selling our discontinued operations and costs associated with our merger with Ixys. Adjusted EBITDA also excludes changes in operating assets and liabilities, which are included in net cash provided by (used in) operating activities. Following the sale of the universal remote control and secured transaction processor businesses in February 2009, Adjusted EBITDA was restated to exclude amounts related to the Company's discontinued operations. Our management uses Adjusted EBITDA as a supplement to cash flows from operations as a way to assess the cash generated from our business available for capital expenditures and the servicing of other requirements including working capital. This Non-GAAP Adjusted EBITDA measure allows management to monitor cash generated from the operations of the business. However, this Non-GAAP measure should be considered in addition to, not as a substitute for, or superior to, net loss and net cash provided or used in operating activities prepared in accordance with GAAP. Earnings conference call The Company will be conducting a conference call with analysts and investors today, January, 27, 2010 at 2:00 p.m. PST (5:00 p.m. EST) to review the details of its financial results. Analysts and investors may access the call by dialing (866) 203-2528 within the United States or (617) 213-8847 from outside the United States, using participant pass code 31603197. The webcast will be distributed in a listen-only mode through Zilog's website at http://www.zilog.com/. Additionally, institutional investors can access the call via StreetEvents at http://www.streetevents.com/. Following the completion of the earnings call, an audio MP3 replay will be available from the Company's investor relations website at http://www.zilog.com/. A telephone replay of the conference call will also be available for one week after the conference call at (888) 286-8010 (U.S.) and (617) 801-6888 (international) and can be accessed using pass code 30666050. About Zilog, Inc. Zilog is a trusted supplier of application specific, embedded system-on-chip (SoC) solutions for the industrial and consumer markets. From its roots as an award-winning architect in the microprocessor and microcontroller industry, Zilog has evolved its expertise beyond core silicon to include SoCs, single board computers, application specific software stacks and development tools that allow embedded designers quick time to market in areas such as energy management, monitoring and metering and motion detection. For more information, visit http://www.zilog.com/. EZ80ACCLAIM!, Zilog, Z8, Z80, eZ80, Z8 ENCORE!, Encore!XP and Zneo are registered trademarks of Zilog, Inc. in the United States and in other countries. Other product and or service names mentioned herein may be trademarks of the companies with which they are associated. Cautionary Statements This release contains forward-looking statements (including those related to our expectations for our March 2010 quarter, the timing and outcome of our shareholder vote, the timing of the merger if approved, the expected receipt of the remaining escrow receivable and our position as the global economy recovers) relating to expectations, plans or prospects for Zilog, Inc. that are based upon the current expectations and beliefs of Zilog's management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. For example, weakness in our 8-bit classic or embedded flash products could negatively impact our March 2010 fiscal quarter. Changes in requirements for supporting the Transition Services Agreement with Maxim Integrated Products, Inc., which was as a result of selling the universal remote control and secured transaction processor businesses and is currently scheduled to terminate on February 18, 2010, could impact our cash projections. Any major claims against the escrow fund resulting in the delay or reduction of the amount to be received could negatively impact our cash flow expectations. We are being sued in Delaware and California for certain claims relating to our proposed merger with Ixys. These claims are disclosed in our proxy statement filed with U.S. Securities and Exchange Commission ("SEC") on January 15, 2010. Further legal actions may be made by these parties or other parties that could impact the timing of our shareholder vote and the closing of the proposed merger. Additionally, our ability to attract and retain technical employees may be negatively impacted by uncertainties relating to potential future changes in the ownership and control of the Company which may make it difficult to execute on our long-term strategy. Notwithstanding changes that may occur with respect to customer matters relating to the forward-looking statements, Zilog does not expect to, and disclaims any obligation to update such statements until release of its next quarterly earnings announcement or in any other manner. Zilog, however, reserves the right to update such statement, or any portion thereof, at any time for any reason. The financial information presented herein is unaudited and is subject to change as a result of subsequent events or adjustments, if any, arising prior to the filing of the Company's Form 10-Q for the periods ended December 26, 2009. For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the SEC, including but not limited to, the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2009, and any subsequently filed reports. All documents also are available through the SEC's Electronic Data Gathering Analysis and Retrieval system (EDGAR) at http://www.sec.gov/ or from the Company's website at http://www.zilog.com/ and can be found under the investor section. Contact: Daniel Francisco Francisco Group Zilog Communications (916) 812-8814 Source: Zilog, Inc. http://www.zilog.com/ Zilog, Inc. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) Dec. 26, March 31, 2009 2009 ---- ---- ASSETS Current assets: Cash and cash equivalents $36,980 $32,230 Accounts receivable, net 3,156 1,698 Receivables under transition services agreement 255 1,696 Escrow receivable related to sold business 1,550 3,100 Inventories 3,285 4,022 Deferred tax asset 10 10 Prepaid expenses and other current assets 1,110 1,199 Current assets associated with discontinued operations - 960 --- --- Total current assets 46,346 44,915 Long term investments 375 1,100 Property, plant and equipment, net 1,856 2,347 Goodwill 1,861 2,211 Other assets 1,320 1,079 ----- ----- Total assets $51,758 $51,652 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short term debt $- $346 Accounts payable 2,532 1,939 Payables under transition services agreement 1,516 275 Income taxes payable 174 195 Accrued compensation and employee benefits 1,455 1,349 Other accrued liabilities 3,888 3,828 Deferred income including remaining escrow 6,048 8,024 Current liabilities associated with discontinued business - 1,256 --- ----- Total current liabilities 15,613 17,212 Deferred tax liability 10 10 Other non-current liabilities 1,536 2,804 ----- ----- Total liabilities 17,159 20,026 ------ ------ Stockholders' equity: Common stock 186 186 Additional paid-in capital 128,131 127,436 Treasury stock (7,563) (7,563) Other comprehensive income 209 173 Accumulated deficit (86,364) (88,606) ------- ------- Total stockholders' equity 34,599 31,626 ------ ------ Total liabilities and stockholders' equity $51,758 $51,652 ======= ======= Zilog, Inc. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except per share data and percentages) Three Months Ended ------------------ Dec. 26, Dec. 27, 2009 2008 ---- ---- Net sales from continuing operations $8,670 $9,035 Cost of sales 4,359 6,091 ----- ----- Gross margin 4,311 2,944 ----- ----- Gross margin % 49.7% 32.6% ---- ---- Operating expenses: Research and development 1,252 1,657 Selling, general and administrative 2,345 4,696 Special charges 578 1,696 Amortization of intangible assets - 209 --- --- Total operating expenses 4,175 8,258 ----- ----- Operating income (loss) from continuing operations 136 (5,314) --- ------ Interest and other income : Interest income 5 24 Other income, net 103 114 --- --- Income (loss) from continuing operations before provision for income taxes 244 (5,176) Provision for income taxes 36 67 --- --- Net income (loss) from continuing operations 208 (5,243) Net income (loss) from discontinued operations 30 (425) Gain from sale of discontinued operations, net of tax 17 - --- --- Net income (loss) $255 ($5,668) ==== ======= Basic and diluted net income (loss) from continuing operations per share $0.01 ($0.31) Basic and diluted net income (loss) from discontinued operations per share - (0.02) Basic and diluted net income from gain on sale of discontinued operations net of tax per share - - --- --- Basic and diluted net income (loss) per share $0.01 ($0.33) ===== ====== Weighted-average shares used in computing basic net income (loss) per share 17,308 17,071 ====== ====== Weighted-average shares used in computing diluted net income (loss) per share 17,318 17,071 ====== ====== Nine Months Ended ----------------- Dec. 26, Dec. 27, 2009 2008 ---- ---- Net sales from continuing operations $23,975 $29,113 Cost of sales 13,264 17,436 ------ ------ Gross margin 10,711 11,677 ------ ------ Gross margin % 44.7% 40.1% ---- ---- Operating expenses: Research and development 3,462 5,147 Selling, general and administrative 7,196 15,911 Special charges 790 2,840 Amortization of intangible assets - 627 --- --- Total operating expenses 11,448 24,525 ------ ------ Operating income (loss) from continuing operations (737) (12,848) ---- ------- Interest and other income : Interest income 14 143 Other income, net 1,113 464 ----- --- Income (loss) from continuing operations before provision for income taxes 390 (12,241) Provision for income taxes 98 183 --- --- Net income (loss) from continuing operations 292 (12,424) Net income (loss) from discontinued operations 386 3,459 Gain from sale of discontinued operations, net of tax 1,564 - ----- --- Net income (loss) $2,242 ($8,965) ====== ======= Basic and diluted net income (loss) from continuing operations per share $0.02 ($0.73) Basic and diluted net income (loss) from discontinued operations per share 0.02 0.20 Basic and diluted net income from gain on sale of discontinued operations net of tax per share 0.09 - ---- --- Basic and diluted net income (loss) per share $0.13 ($0.53) ===== ====== Weighted-average shares used in computing basic net income (loss) per share 17,278 16,982 ====== ====== Weighted-average shares used in computing diluted net income (loss) per share 17,279 16,982 ====== ====== Zilog, Inc. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended ----------------- Dec. 26, Dec. 27, 2009 2008 ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) from continuing operations $292 ($12,424) Adjustments to reconcile net income (loss) to net cash provided by (used in ) continuing operating activities: Depreciation and amortization 984 1,380 Disposition of operating assets - 46 Non-cash stock-based compensation 680 1,126 Amortization of fresh-start intangible assets - 627 Goodwill 350 - Changes in operating assets and liabilities: Accounts receivable, net (1,458) (620) Receivable under transition services agreement 1,441 - Escrow receivable 1,550 - Inventories 737 2,400 Prepaid expenses and other current and non-current assets (116) (163) Accounts payable 593 167 Payable under transition services agreement 1,241 - Accrued compensation and employee benefits 106 (328) Deferred income from disti and escrow (1,976) (494) Accrued and other current and non- current liabilities (1,229) 1,387 ------ ----- Net cash provided by (used in) continuing operating activities 3,195 (6,896) ----- ------ Net cash provided by discontinued operating activities 90 3,642 --- ----- CASH FLOWS FROM INVESTING ACTIVITIES: Redemption of long term investments 725 625 Capital expenditures (494) (519) ---- ---- Net cash provided by investing activities 231 106 --- --- Net cash provided by sale of discontinued operations 1,564 - ----- --- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from short term debt - 660 Payments on short term debt (346) (692) Proceeds from issuance of common stock under employee stock purchase and stock option plans 16 112 --- --- Net cash provided by (used in) financing activities (330) 80 ---- --- Net cash provided by discontinued financing activities - 3 --- --- Increase in cash and cash equivalents 4,750 (3,065) Cash and cash equivalents at beginning of period 32,230 16,625 ------ ------ Cash and cash equivalents at end of period $36,980 $13,560 ======= ======= Zilog, Inc. SELECTED UNAUDITED TRENDED FINANCIAL INFORMATION (Amounts in thousands except percentages, selected key metrics and per share amounts) Three Months Ended ------------------ Dec. 26, Sep. 26, Jun. 27, 2009 2009 2009 ---- ---- ---- Sales & Expenses Information: ----------------------------- Net sales from continuing operations $8,670 $8,070 $7,235 Cost of sales 4,359 4,386 4,520 ----- ----- ----- Gross margin 4,311 3,684 2,715 ----- ----- ----- Gross margin % 49.7% 45.7% 37.5% ---- ---- ---- Operating expenses: Research and development 1,252 1,179 1,031 Selling, general and administrative 2,345 2,370 2,481 Special charges and credits 578 77 135 Amortization of intangible assets - - - --- --- --- Total operating expenses 4,175 3,626 3,647 ----- ----- ----- Operating income (loss) from continuing operations 136 58 (932) Interest income 5 6 3 Other income (expense) 103 8 1,002 --- --- ----- Income (loss) from continuing operations before provision for income taxes 244 72 73 Provision (benefit) for income taxes 36 22 40 --- --- --- Net income (loss) from continuing operations 208 50 33 --- --- --- Net income (loss) from discontinued operations 30 36 320 Gain from sale of discontinued operations, net of tax 17 1,547 - --- ----- --- Net income (loss) $255 $1,633 $353 ==== ====== ==== Basic and diluted net income (loss) from continuing operations per share $0.01 - - Basic and diluted net income (loss) from discontinued operations per share - - 0.02 Basic and diluted net income from gain on sale of discontinued operations per share - 0.09 - --- ---- --- Basic and diluted net income (loss) per share $0.01 $0.09 $0.02 ===== ===== ===== Weighted average basic shares 17,308 17,291 17,230 Weighted average diluted shares 17,318 17,297 17,230 Net Sales Information: ---------------------- Net Sales - by channel Direct $1,913 $2,310 $1,685 Distribution 6,757 5,760 5,550 ----- ----- ----- Total net sales $8,670 $8,070 $7,235 ====== ====== ====== Net Sales - by region America's $3,593 $3,466 $2,853 Asia (including Japan) 3,626 3,326 3,336 Europe 1,451 1,278 1,046 ----- ----- ----- Total net sales $8,670 $8,070 $7,235 ====== ====== ====== Selected Key Metrics (as defined in our Form 10-Q and 10-K) --------------------------------------- Days sales outstanding 33 38 27 Net sales to inventory ratio (annualized) 10.6 8.6 8.7 Current ratio 3.0 2.8 2.6 Distributor weeks of inventory 13 12 12 Other Selected Financial Metrics -------------------------------- Depreciation and amortization $328 $338 $318 Stock based compensation $249 $205 $226 Capital expenditures $33 $141 $320 Cash and cash equivalents $36,980 $35,998 $33,826 Long term investments $375 $375 $900 Cash and long term investments $37,355 $36,373 $34,726 Short term debt - - - Cash and long term investments, net of debt $37,355 $36,373 $34,726 EBITDA, adjusted $1,394 $686 $749 Three Months Ended ------------------ Mar. 31, Dec. 27, 2009 2008 ---- ---- Sales & Expenses Information: ----------------------------- Net sales from continuing operations $7,044 $9,035 Cost of sales 4,379 6,091 ----- ----- Gross margin 2,665 2,944 ----- ----- Gross margin % 37.8% 32.6% ---- ---- Operating expenses: Research and development 1,118 1,657 Selling, general and administrative 3,442 4,696 Special charges and credits 3,478 1,696 Amortization of intangible assets 174 209 --- --- Total operating expenses 8,212 8,258 ----- ----- Operating income (loss) from continuing operations (5,547) (5,314) Interest income 4 24 Other income (expense) (85) 114 --- --- Income (loss) from continuing operations before provision for income taxes (5,628) (5,176) Provision (benefit) for income taxes (2) 67 --- --- Net income (loss) from continuing operations (5,626) (5,243) ------ ------ Net income (loss) from discontinued operations (3,831) (425) Gain from sale of discontinued operations, net of tax 21,606 - ------ --- Net income (loss) $12,149 ($5,668) ======= ======= Basic and diluted net income (loss) from continuing operations per share ($0.33) ($0.31) Basic and diluted net income (loss) from discontinued operations per share (0.22) (0.02) Basic and diluted net income from gain on sale of discontinued operations per share 1.26 - ---- --- Basic and diluted net income (loss) per share $0.71 ($0.33) ===== ====== Weighted average basic shares 17,171 17,071 Weighted average diluted shares 17,171 17,071 Net Sales Information: ---------------------- Net Sales - by channel Direct $1,849 $1,625 Distribution 5,195 7,410 ----- ----- Total net sales $7,044 $9,035 ====== ====== Net Sales - by region America's $2,975 $3,569 Asia (including Japan) 2,571 4,046 Europe 1,498 1,420 ----- ----- Total net sales $7,044 $9,035 ====== ====== Selected Key Metrics (as defined in our Form 10-Q and 10-K) -------------------------------------------- Days sales outstanding 22 28 Net sales to inventory ratio (annualized) 7.0 8.0 Current ratio 2.6 1.5 Distributor weeks of inventory 18 13 Other Selected Financial Metrics -------------------------------- Depreciation and amortization $452 $466 Stock based compensation $198 $467 Capital expenditures $107 $82 Cash and cash equivalents $32,230 $13,560 Long term investments $1,100 $1,300 Cash and long term investments $33,330 $14,860 Short term debt $346 $693 Cash and long term investments, net of debt $32,984 $14,168 EBITDA, adjusted ($1,304) ($2,362) Nine Months Ended ----------------- Dec. 26, Dec. 27, 2009 2008 ---- ---- Sales & Expenses Information: ----------------------------- Net sales from continuing operations $23,975 $29,113 Cost of sales 13,264 17,436 ------ ------ Gross margin 10,711 11,677 ------ ------ Gross margin % 44.7% 40.1% ---- ---- Operating expenses: Research and development 3,462 5,147 Selling, general and administrative 7,196 15,911 Special charges and credits 790 2,840 Amortization of intangible assets - 627 --- --- Total operating expenses 11,448 24,525 ------ ------ Operating income (loss) from continuing operations (737) (12,848) Interest income 14 143 Other income (expense) 1,113 464 ----- --- Income (loss) from continuing operations before provision for income taxes 390 (12,241) Provision (benefit) for income taxes 98 183 --- --- Net income (loss) from continuing operations 292 (12,424) --- ------- Net income (loss) from discontinued operations 386 3,459 Gain from sale of discontinued operations, net of tax 1,564 - ----- --- Net income (loss) $2,242 ($8,965) ====== ======= Basic and diluted net income (loss) from continuing operations per share $0.02 ($0.73) Basic and diluted net income (loss) from discontinued operations per share 0.02 0.20 Basic and diluted net income from gain on sale of discontinued operations per share 0.09 - ---- --- Basic and diluted net income (loss) per share $0.13 ($0.53) ===== ====== Weighted average basic shares 17,278 16,982 Weighted average diluted shares 17,279 16,982 Net Sales Information: ---------------------- Net Sales - by channel Direct $5,908 $5,658 Distribution 18,067 23,455 ------ ------ Total net sales $23,975 $29,113 ======= ======= Net Sales - by region America's $9,912 $11,312 Asia (including Japan) 10,288 12,530 Europe 3,775 5,271 ----- ----- Total net sales $23,975 $29,113 ======= ======= Selected Key Metrics (as defined in our Form 10-Q and 10-K) -------------------------------------------- Days sales outstanding 33 28 Net sales to inventory ratio (annualized) 10.6 8.0 Current ratio 3.0 1.5 Distributor weeks of inventory 13 13 Other Selected Financial Metrics -------------------------------- Depreciation and amortization $984 $1,380 Stock based compensation $680 $1,126 Capital expenditures $494 $519 Cash and cash equivalents $36,980 $13,560 Long term investments $375 $1,300 Cash and long term investments $37,355 $14,860 Short term debt - $693 Cash and long term investments, net of debt $37,355 $14,168 EBITDA, adjusted $2,830 ($6,411) DATASOURCE: Zilog, Inc. CONTACT: Daniel Francisco of Francisco Group, +1-916-812-8814, for Zilog Communications Web Site: http://www.zilog.com/

Copyright