-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VblkwJI7P/HJtxKMt2FlSs4FdEQWWqD/H9yzvceOeM++u0K523k/LCVRVhKEUdJO Cf3h4bwmq/3DZAnkpcXW+Q== 0001104659-08-048052.txt : 20080728 0001104659-08-048052.hdr.sgml : 20080728 20080728162930 ACCESSION NUMBER: 0001104659-08-048052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080728 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080728 DATE AS OF CHANGE: 20080728 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ZORAN CORP \DE\ CENTRAL INDEX KEY: 0001003022 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 942794449 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27246 FILM NUMBER: 08973272 BUSINESS ADDRESS: STREET 1: 1390 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 BUSINESS PHONE: 4085236500 MAIL ADDRESS: STREET 1: 1390 KIFER ROAD CITY: SUNNYVALE STATE: CA ZIP: 94086 8-K 1 a08-20203_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 28, 2008

 

ZORAN CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-27246

 

94-2794449

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification
No.)

 

1390 Kifer Road

Sunnyvale, California 94086-5305

(Address of principal executive offices) (Zip Code)

 


 

Registrant’s telephone number, including area code:

(408) 523-6500

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02: Results of Operations and Financial Condition.

 

On July 28, 2008, Zoran Corporation (“Zoran”) announced its financial results for the quarter ended June 30, 2008 and provided its outlook for the quarter ending September 30, 2008.  A copy of Zoran’s press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The information furnished in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 or 12(a)(2) of the Securities Act of 1933. The information contained herein and in the accompanying exhibit shall not be deemed to be incorporated by reference into any filing with the SEC made by Zoran whether before or after the date hereof, regardless of any general incorporation language contained in such filing.

 

Item 9.01:  Financial Statements and Exhibits

 

(d)  Exhibits

 

 

 

Number

 

Title

99.1

 

Zoran Press Release dated July 28, 2008, regarding financial results of fiscal quarter ended June 30, 2008

 

2



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ZORAN CORPORATION

 

 

 

 

 

 

Date: July 28, 2008

By:

/s/ KARL SCHNEIDER

 

 

Karl Schneider

 

 

Senior Vice President of Finance and

 

 

Chief Financial Officer

 

3


EX-99.1 2 a08-20203_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Zoran Corporation:

 

 

Karl Schneider

 

Bonnie McBride (Investors)

Chief Financial Officer

 

(323) 466-0960

(408) 523-6500

 

bonnie@avalonir.com

ir@zoran.com

 

 

 

Company Web Site:

www.zoran.com

 

ZORAN CORPORATION REPORTS SECOND QUARTER 2008 RESULTS

 

·                  Set-top-box revenues grow 114 percent sequentially, contributing to 33.7 percent growth in total DTV revenues

 

·                  Challenges in Company’s DVD business, including global economic slowdown and reduced consumer spending, drive atypical seasonal expectations for the third quarter

 

·                  Shift in projected geographic revenue mix for remainder of 2008 increases effective tax rate, adversely impacting earnings

 

SUNNYVALE, Calif.  (July 28, 2008)  — Zoran Corporation (Nasdaq GS: ZRAN), a leading provider of digital solutions for applications in the growing digital entertainment and digital imaging markets, today reported results for its second quarter ended June 30, 2008.

 

Revenues for the second quarter were $128.7 million, compared to $109.0 million last quarter and $129.9 million for the second quarter of 2007.   The Company reported a net loss for the second quarter of $36.6 million, or $0.71 per share, which includes a one time in-process research and development expense of $22.4 million as part of the acquisition of Let It Wave, charges of $9.3 million related to the amortization of acquisition-related purchased intangible assets, and stock-based compensation expenses of $3.6 million.  This compares with a net loss of $4.7 million, or $0.09 per share, for the previous quarter and a net income of $0.2 million, or $0.00 per diluted share, for the second quarter of 2007.  Zoran’s GAAP net income was adversely impacted by a significant change in the tax rate as a result of changes to the geographic mix in income projections for the remainder of the year.  The increased rate has been applied to the Company’s year-to-date earnings. The Company will continue to utilize its tax assets, which significantly reduce the actual cash paid out on income taxes.

 

Non-GAAP net income for the second quarter was $1.5 million, or $0.03 per diluted share, which excludes the in-process research and development expense, charges related to the amortization of acquisition-related purchased intangible assets, and stock-based compensation expenses.  This compares with non-GAAP net income of $3.5 million, or $0.07 per diluted share, for the previous quarter, and $16.9 million, or $0.33 per diluted share, for the same period last year.  The Company’s non-GAAP net income was also affected by

 



 

the substantial change in the annual effective tax rate, which increased to 73.2 percent in the second quarter.  Excluding the net effect of the tax rate change, our non-GAAP net income for the quarter based on the originally projected annualized tax rate of 31.5 percent, would have been $ 8.0 million or $0.15 per diluted share.

 

“During the second quarter we achieved record sales in our DTV and mobile phone processor lines, sequentially growing revenues 34 and 29 percent, respectively,” said Dr. Levy Gerzberg, Zoran’s president and chief executive officer.  “In digital cameras, our COACH product line performed well, growing 47 percent over last quarter, while we also achieved strong growth in the set-top-box segment, which grew 114 percent during the same period.  However, the decline in DVD was larger than we had anticipated, resulting in the weaker than expected revenues we reported.  Despite relative strength in sectors such as automotive applications, and the increased demand Blu Ray is expected to drive, we believe DVD will not exhibit the same seasonal revenue growth we’ve seen in past years.  We are also seeing increasingly cautious order patterns from our customers in the digital camera market.  In light of these factors, which we believe are driven largely by continued weakness in the global economy and the subsequent reduction in consumer spending, we are maintaining a cautious outlook for the third quarter.  We are confident in our strong portfolio of integrated technologies and systems expertise and believe we can maintain and enhance our leadership positions in each of our core markets.”

 

Recent Highlights

 

·                  Revenues by product line for the second quarter of 2008 were 33 percent Digital Camera, 28 percent DTV, 15 percent DVD, 15 percent Printer Imaging, 7 percent mobile phone processors and 2 percent other

 

·                  Zoran Adds Frame Rate Conversion Technology Through Acquisition of Let It Wave

 

·                  Zoran-Powered Apex Digital Converter Box Supporting Analog Pass-Through Gains NTIA Approval

 

·                  Zoran’s APPROACH® 5C Multimedia Processor Powers LG’s Secret Black Label Phone With High Quality Image Capture

 

·                  Zoran Launches Highly Integrated Quatro® Processors Supporting Improved Performance, Color Touch Panels and Wi-Fi and Ethernet Options

 

·                  Zoran Announces Preliminary Approval of Derivative Litigation Settlement

 



 

Future Outlook

 

The following statements are based on our current expectations.  These statements are forward-looking, and actual results may differ materially.

 

The Company is currently expecting third quarter 2008 revenues to range between $123 million and $128 million, with gross margins ranging between 46 and 47 percent.  Excluding acquisition related amortization costs and stock-based compensation expense, non-GAAP operating expenses are expected to be in a range of $54.5 million to $55.5 million.  Acquisition-related amortization costs are expected to be approximately $4.5 million, and stock-based compensation expense is expected to range between $3.2 and $3.6 million.  The Company expects to record third quarter earnings in the range of a loss of $0.04 per share to $0.00 per diluted share.  Non-GAAP earnings for the quarter, which excludes acquisition related amortization costs and stock-based compensation expense, is expected to range between $0.02 and $0.04 per diluted share on approximately 52.2 million shares.

 

Zoran will provide more commentary on its second quarter results during the quarterly conference call.

 

Use of Non-GAAP Financial Information

 

In addition to reporting financial results in accordance with generally accepted accounting principles, or GAAP, Zoran provides non-GAAP financial information, consisting of non-GAAP operating expense and non-GAAP net income (loss) that excludes acquisition related in-process research and development expenses, amortization of acquired intangible assets and stock-based compensation expense.

 

 The Company believes that its non-GAAP financial information provides useful information to management and investors regarding financial and business trends relating to its financial condition and results of operations because it excludes items that management considers to be outside of the Company’s core operating results. The Company believes that this non-GAAP net income (loss), in combination with the Company’s financial results calculated in accordance with GAAP, provides investors with additional perspective and a more meaningful understanding of the Company’s ongoing operating performance. In addition, the Company’s management uses these non-GAAP measures to review and assess the financial performance of the Company, to determine executive officer incentive compensation, and to plan and forecast performance in future periods. The Company’s non-GAAP net income (loss) is not prepared in accordance with GAAP, is not an alternative to GAAP financial information, and may be calculated differently than non-GAAP financial information disclosed by other companies.

 



 

Quarterly Conference Call

 

Zoran Corporation has scheduled a conference call for 2:00 p.m. PT today to discuss second quarter results.  To listen to the call, please call 617-614-4070 approximately five minutes prior to the start of the call.   For those who are not available to listen to the live conference call, a replay will be available from approximately 4:30 p.m. PT on July 28, until 4:30 p.m. PT on August 4, 2008. The access number for the replay is 617-801-6888, confirmation number 81126486Additionally, the conference call will be broadcast live over the Internet and can be accessed by all interested parties through the investor relations section of Zoran’s website at www.zoran.com. Please access the website at least fifteen minutes prior to the start of the call to register and to download and install any necessary audio software.

 

Company Profile

 

Zoran Corporation, based in Sunnyvale, California, is a leading provider of digital solutions for applications in the growing digital entertainment and digital imaging markets. With two decades of expertise developing and delivering digital signal processing technologies, Zoran has pioneered high-performance digital audio and video, imaging applications, and Connect Share Entertain™ technologies for the digital home. Zoran’s proficiency in integration delivers major benefits for OEM customers, including greater capabilities within each product generation, reduced system costs, and shorter time to market. Zoran-based DVD, digital camera, DTV, multimedia mobile phone, and multifunction printer products have received recognition for excellence and are now in hundreds of millions of homes and offices worldwide. With headquarters in the U.S. and additional operations in Canada, China, England, France, Germany, India, Israel, Japan, Korea and Taiwan, Zoran may be contacted on the World Wide Web at www.zoran.com or at 408-523-6500.

 

Forward-Looking Statements

 

This press release includes forward-looking statements, including the chief executive officer quotation and the material presented under “Future Outlook,” that reflect the Company’s current views with respect to future events and financial performance. These forward-looking statements are subject to many risks and uncertainties that could cause actual results to differ materially from what is expected, including risks associated with: potential declines in the Company’s sales or market share as a result of a general economic slowdown that could reduce demand for consumer electronic and other products incorporating the Company’s products; the rapidly evolving markets for the Company’s products and uncertainty regarding the pace and direction of development of those markets; cost and timing of new product development; timing and impact of  new product introductions by the Company and its competitors and transitions away from older products; intense competition in our markets; the Company’s reliance on other parties for wafer supplies, product assembly and testing, and scalable manufacturing capacity; the effects of changes in

 



 

revenue and product mix on the Company’s gross margins; the Company’s dependence on sales to large customers; fluctuations in product mix; fluctuations in tax rate caused by changing projections of the geographic sources of Company income; dependence on key personnel; litigation related to our review of historical stock option practices and related financial restatements; and reliance on international sales and operations, particularly operations in Israel. Further information regarding these and other risks and uncertainties can be found in the Company’s most recently filed Annual Report on Form 10-K and other filings with the SEC.

 

Zoran, the Zoran logo, Quatro and APPROACH are trademarks of Zoran Corporation in the United States and/or other countries.  All other brands or names may be claimed as property of others.

 

###

 



 

ZORAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Revenues:

 

 

 

 

 

 

 

 

 

Hardware product revenues

 

$

113,606

 

$

114,508

 

$

207,903

 

$

201,690

 

Software and other revenues

 

15,079

 

15,395

 

29,813

 

29,872

 

Total revenues

 

128,685

 

129,903

 

237,716

 

231,562

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of hardware product revenues

 

68,360

 

60,178

 

126,149

 

104,376

 

Research and development

 

30,797

 

29,976

 

58,684

 

54,964

 

Selling, general and administrative

 

24,260

 

28,414

 

49,899

 

57,007

 

Amortization of intangibles

 

9,256

 

12,169

 

18,493

 

24,338

 

In-process research and development

 

22,383

 

 

22,383

 

 

Total costs and expenses

 

155,056

 

130,737

 

275,608

 

240,685

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(26,371

)

(834

)

(37,892

)

(9,123

)

 

 

 

 

 

 

 

 

 

 

Interest and other income, net

 

2,831

 

3,882

 

6,644

 

8,087

 

Income (loss) before income taxes

 

(23,540

)

3,048

 

(31,248

)

(1,036

)

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

13,080

 

2,850

 

10,050

 

4,650

 

Net income (loss)

 

$

(36,620

)

$

198

 

$

(41,298

)

$

(5,686

)

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share

 

$

(0.71

)

$

0.00

 

$

(0.80

)

$

(0.11

)

Diluted net income (loss) per share

 

$

(0.71

)

$

0.00

 

$

(0.80

)

$

(0.11

)

 

 

 

 

 

 

 

 

 

 

Shares used to compute basic net income (loss) per share

 

51,707

 

49,600

 

51,576

 

49,527

 

Shares used to compute diluted net income (loss) per share

 

51,707

 

51,187

 

51,576

 

49,527

 

 

-more-

 



 

ZORAN CORPORATION

NON-GAAP ADJUSTMENTS TO NET INCOME (LOSS)

(in thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss)

 

$

(36,620

)

$

198

 

$

(41,298

)

$

(5,686

)

 

 

 

 

 

 

 

 

 

 

Adjusting items to GAAP net income (loss):

 

 

 

 

 

 

 

 

 

Amortization of intangibles

 

9,256

(a)

12,169

(a)

18,493

(a)

24,338

(a)

Operating expenses related to stock based compensation expense

 

3,641

(b)

4,520

(b)

6,584

(b)

7,756

(b)

In-process research and development expense

 

22,383

(c)

 

22,383

(c)

 

Provision for income taxes

 

2,869

(d)

 

(1,140

)(d)

 

Non-GAAP net income

 

$

1,529

(e)

$

16,887

(e)

$

5,022

(e)

$

26,408

(e)

 

 

 

 

 

 

 

 

 

 

Non-GAAP basic net income per share

 

$

0.03

(e)

$

0.34

(e)

$

0.10

(e)

$

0.53

(e)

Non-GAAP diluted net income per share

 

$

0.03

(e)

$

0.33

(e)

$

0.10

(e)

$

0.52

(e)

 

 

 

 

 

 

 

 

 

 

Shares used to compute non-GAAP basic net income per share

 

51,707

 

49,600

 

51,576

 

49,527

 

Shares used to compute non-GAAP diluted net income per share

 

52,142

 

51,410

 

52,082

 

50,958

 

 


(a) This adjustment reflects the amortization of intangible assets associated with the acquisitions of Oak Technology, Inc. in August 2003, Emblaze Semiconductor in July 2004, Oren Semiconductor, Inc. in June 2005 and Let It Wave in June 2008.  These acquired intangible assets are amortized over their estimated useful lives.  Such amortization expense does not impact the Company’s cash flows and is excluded by management when evaluating our core operating results.  (see (e) below)

 

(b) This adjustment reflects the stock-based compensation expense recorded under SFAS 123R.  For 2007, the adjustment also includes additional stock based compensation expense attributable to options that were remeasured as part of the stock option review and the attributable tax implications under IRS regulation 409(A) that will be incurred by the Company.  The Company excludes these items when it evaluates the continuing operational performance of the Company as management believes this GAAP measure is not indicative of its core operating performance.  (see (e) below)

 

(c) This adjustment reflects the in process research and development charge recorded by the Company as part of the acquisition of Let It Wave in June 2008.  This in process research and development charge does not impact the Company’s ongoing cash flows and is excluded by management when evaluating our core operating results. (see (e) below)

 

(d) This adjustment represents the difference between the non-GAAP income tax rate and the GAAP income tax rate. This adjustment is made by the Company when it evaluates its continuing operational performance.  (see (e) below)

 

(e) The Company believes that its non-GAAP financial information provides useful information to management and investors regarding financial and business trends relating to its financial condition and results of operations because it excludes charges that management considers to be outside of the Company’s core operating results. The Company believes that this non-GAAP net income, in combination with the Company’s financial results calculated in accordance with GAAP, provides investors with additional perspective and a more meaningful understanding of the Company’s ongoing operating performance. In addition, the Company’s management uses these non-GAAP measures to review and assess the financial performance of the Company, to determine executive officer incentive compensation and to plan and forecast performance in future periods. The Company’s non-GAAP net income is not prepared in accordance with GAAP, is not an alternative to GAAP financial information, and may be calculated differently than non-GAAP financial information disclosed by other companies.

 

-more-

 



 

ZORAN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

 

 

June 30,

 

December 31,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and short-term investments

 

$

302,396

 

$

319,809

 

Accounts receivable, net

 

57,877

 

58,220

 

Inventory

 

60,603

 

48,992

 

Prepaid expenses and other current assets

 

25,412

 

25,189

 

Total current assets

 

446,288

 

452,210

 

 

 

 

 

 

 

Property and equipment, net

 

17,805

 

17,636

 

Other assets

 

129,742

 

155,850

 

Intangible assets, net

 

177,448

 

194,636

 

 

 

 

 

 

 

Total assets

 

$

771,283

 

$

820,332

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

44,157

 

$

67,836

 

Accrued expenses and other liabilities

 

46,793

 

43,968

 

Total current liabilities

 

90,950

 

111,804

 

 

 

 

 

 

 

Long term liabilities

 

25,092

 

20,756

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

52

 

51

 

Additional paid-in capital

 

858,263

 

847,597

 

Accumulated other comprehensive income

 

(905

)

995

 

Accumulated deficit

 

(202,169

)

(160,871

)

Total stockholders’ equity

 

655,241

 

687,772

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

771,283

 

$

820,332

 

 

 

Contact:

Karl Schneider, Chief Financial Officer of Zoran Corporation, 408-523-6500, or ir@zoran.com; or Bonnie McBride (Investors), 323-466-0960, or bonnie@avalonir.com

 

 

 

 

Web site: http://www.zoran.com

 

 

 

 

 

 

 

 

 

(ZRAN)

 

 

 

 

 

 

 

 


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