SAN JOSE, Calif., May 11 /PRNewswire-FirstCall/ -- Zilog(R), Inc. (Nasdaq: ZILG) a trusted supplier of application specific, embedded system-on-chip (SoC) solutions for industrial and consumer markets, today reported financial results for its three and twelve month fiscal periods ended March 31, 2009.

On February 18, 2009, the company announced the sale of its universal remote control and secured transaction processor businesses to Maxim Integrated Products, Inc. (Maxim) and Universal Electronics Inc. (UEI) for approximately $31 million in cash including $3.1 million held in escrow. As a result, the company's financial statements have been restated to reflect the activities of these businesses prior to its sale as discontinued operations. Additionally, a gain on sale of $21.6 million was recorded.

Net sales for the fiscal fourth quarter were $7.0 million, primarily consisting of microcontroller products. Net sales for the fourth fiscal quarter declined sequentially by 22 percent and were within the previously announced sales guidance range. Fourth quarter fiscal 2009 net sales compared to $10.1 million in net sales for the fourth quarter a year ago, a decline of 31 percent. Fourth quarter sales reflected lower overall demand as a result of the continued global economic slowdown. This, coupled with the traditional seasonal market slow-down, negatively impacted sales both in the consumer and industrial application markets.

GAAP net income for the fourth quarter ended March 31, 2009, was $12.2 million, or 71 cents per share, including the gain on sale. This GAAP net income for the quarter compares to a GAAP net loss in the previous quarter of $5.7 million, or 33 cents per share, and a GAAP net loss of $1.9 million, or 11 cents per share, in the fourth quarter a year ago. The GAAP net income for the 2009 fiscal fourth quarter included special charges of $3.5 million reflecting severance associated with workforce reductions, office closure costs and tangible and intangible asset write-offs. Special charges were $1.7 million in the previous fiscal quarter and $0.5 million in the fourth quarter of fiscal 2008. Additionally, the Q4 fiscal 2009 GAAP net income included a net loss from discontinued operations of $3.8 million, including $3.1 million in charges associated with license write-offs.

"The collapse of global demand in fiscal 2009 was arguably unprecedented and created economic challenges for all. Even in this uninviting environment, we made progress in our ongoing strategic review process with the successful completion of the sale of our universal remote control and secured transaction businesses. This has in essence been a milestone year for us as we completed the right-sizing of the company, improved our financial strength and continued to expand our product portfolio," said Darin Billerbeck, Zilog's Chief Executive Officer. "We enter fiscal 2010 financially solid and strategically focused. We are aligned to our traditional core microcontroller business. At the same time, we are excited with our opportunities to leverage our technologies and market knowledge into higher level system solutions. This should position us well as the global economy emerges from the current worldwide recession."

For the fiscal year ended March 31, 2009, sales were $36.2 million as compared to $44.6 million for the comparable period a year ago. GAAP net income for the fiscal year ended March 31, 2009, was $3.2 million or 19 cents per share as compared to a GAAP net loss of $9.3 million or 55 cents per share for the comparable 2008 fiscal year. The improvement in profitability reflects lower revenue and margins offset by lower overall operating expenses and the gain on sale.

The company expects net sales for its 2010 fiscal first quarter ending June 27, 2009, to be relatively consistent with the fiscal fourth quarter 2009 levels.

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
                                  Mar. 31, Dec. 27, Sep. 27, Jun. 28, Mar. 31,
                                    2009     2008     2008     2008     2008
                                               (in thousands)
    Reconciliation of Non-GAAP Net
     Loss to GAAP Net Loss

    Non-GAAP net loss from
     continuing operations        ($1,767) ($2,888) ($2,545) ($2,382) ($3,001)
    Non-GAAP adjustments:
      Special charges and credits   3,479    1,696      554      590      511
      Amortization of intangible
       assets                         174      209      209      209      209
      Non-cash stock-based
       compensation COS                21       44       30       42       35
      Non-cash stock-based
       compensation R&D               (24)     126       47       72       36
      Non-cash stock-based
       compensation SG&A              201      297      211      257     (205)
     Total non-GAAP adjustments     3,851    2,372    1,051    1,170      586
    GAAP Net loss from continuing
     operations                    (5,618)  (5,260)  (3,596)  (3,552)  (3,587)

Non-GAAP Net Loss (Unaudited)

Non-GAAP net loss excludes special charges and non-cash charges relating to the amortization of intangible assets and stock-based compensation. We believe that Non-GAAP net 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
                                 Mar. 31, Dec. 27, Sep. 27, Jun. 28, Mar. 31,
                                   2009     2008     2008     2008     2008
                                               (in thousands)
    Reconciliation of Net Loss
    and Cash Flows From Operating
    Activities to EBITDA
     Reconciliation of net loss
      to EBITDA:
        Net loss from continuing
          operations              ($5,618) ($5,260) ($3,596) ($3,552) ($3,587)
        Depreciation and
         amortization                 626      675      687      645      723
        Interest income                (4)     (24)     (49)     (70)    (155)
        Provision for income taxes     (2)      67       62       54       78
    EBITDA from continuing
     operations                   ($4,998) ($4,542) ($2,896) ($2,923) ($2,941)

    Reconciliation of EBITDA to
    net cash provided by (used in)
    operating activities:
        EBITDA                    ($4,998) ($4,542) ($2,896) ($2,923) ($2,941)
        Provision for income
         taxes                          2      (67)     (62)     (54)     (78)
        Interest income                (4)     (24)     (49)     (70)    (155)
        Non-cash stock-based
           compensation               198      467      288      371     (134)
        Loss on disposition of
           operating assets           985       11       -        34       78
        Changes in other operating
           assets and liabilities  (4,295)    (716)    (706)   4,056     (384)
     Net cash provided by (used in)
        continuing operating
        activities                ($8,112) ($4,871) ($3,425)  $1,414  ($3,614)




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. 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 investor base regularly uses 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
                                  Mar. 31, Dec. 27, Sep. 27, Jun. 28, Mar. 31,
                                    2009     2008     2008     2008     2008
                                               (in thousands)
    Reconciliation of Net Loss
    and Cash Flows From Operating
    Activities to Adjusted EBITDA
    Reconciliation of net loss to
    Adjusted EBITDA:
        Net loss from continued
           operations            ($5,618) ($5,260) ($3,596) ($3,552) ($3,587)
        Depreciation and
         amortization                626      675      687      645      723
        Interest income               (4)     (24)     (49)     (70)    (155)
        Provision for income taxes    (2)      67       62       54       78
        Special charges and
         credits                   3,479    1,696      554      590      511
        Non-cash stock-based
           compensation              198      467      288      371     (134)
     Adjusted EBITDA             ($1,321) ($2,379) ($2,054) ($1,962) ($2,564)

    Reconciliation of Adjusted
    EBITDA to net cash provided
    by (used in) operating
    activities:
        Adjusted EBITDA          ($1,321) ($2,379) ($2,054) ($1,962) ($2,564)
        Special charges and
         credits                  (3,479)  (1,696)    (554)    (590)    (511)
        Provision for income
         taxes                         2      (67)     (62)     (54)     (78)
        Interest income               (4)     (24)     (49)     (70)    (155)
        Loss on disposition of
           operating assets          985       11       -        34       78
        Changes in other operating
           assets and liabilities (4,295)    (716)    (706)   4,056     (384)
     Net cash provided by (used
      in) operating activities   ($8,112) ($4,871) ($3,425)  $1,414  ($3,614)



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, for accelerating the vesting of EBITDA-linked stock options. 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 and lease termination costs. Adjusted EBITDA also excludes changes in operating assets and liabilities, which are included in net cash provided by (used in) operating activities. 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.

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 its expectations for the June 2009 quarter and the minimum revenue from which we can generate positive adjusted EBITDA) relating to expectations, plans or prospects for the company that are based upon the current expectations and beliefs of the company'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, continued global economic weakness or reduction in demand for the company's more mature 8-bit classic products could negatively impact its June 2009 quarter or fiscal 2010 annual results. Unforeseen expenses, price increases from suppliers and an inability to achieve volume discounts could impact our ability to achieve or sustain short or long term positive adjusted EBITDA on our current revenue levels.

Notwithstanding changes that may occur with respect to customer matters relating to the forward-looking statements, the company 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. The company, 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-K for the fiscal year ended March 31, 2009.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the U.S. Securities and Exchange Commission ("SEC"), including but not limited to, the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2008, 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 www.Zilog.com


    Contact:
    Daniel Francisco
    Francisco Group
    Zilog Communications
    (916) 812-8814
    Source: Zilog, Inc. www.Zilog.com


                                       Zilog, Inc.
                UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   (in thousands except per share data and percentages)

                                       Three Months Ended  Twelve Months Ended
                                        Mar. 31,  Mar. 31,  Mar. 31,  Mar. 31,
                                          2009      2008      2009      2008

    Net sales                          $  7,044  $ 10,138  $ 36,157  $ 44,644
    Cost of sales                         4,379     5,884    21,815    25,035
    Gross margin                          2,665     4,254    14,342    19,609
    Gross margin %                           38%       42%       40%       44%
    Operating expenses:
        Research and development          1,117     2,307     6,265     8,296
        Selling, general and
         administrative                   3,442     4,760    19,353    19,269
        Special charges and credits       3,479       511     6,318     1,974
        Amortization of intangible assets   174       209       801       961
            Total operating expenses      8,212     7,787    32,737    30,500
    Operating loss                       (5,547)   (3,533)  (18,395)  (10,891)

    Other income:
        Other income (expense)              (77)     (131)      403      (350)
        Interest income                       4       155       148       819
    Loss before provision for
     income taxes                        (5,620)   (3,509)  (17,844)  (10,422)
    Provision for income taxes               (2)       78       181       863
    Net loss from continuing
     operations                        $ (5,618) $ (3,587) $(18,025) $(11,285)
    Net income (loss) from
     discontinued operations             (3,826)    1,645    (384.0)    1,994
    Gain on sale of discontinued
     operations, net of tax              21,606        -     21,606        -
    Net income (loss)                  $ 12,162  $ (1,942) $  3,197  $ (9,291)

    Basic and diluted net loss
     per share                         $   0.71  $  (0.11) $   0.19  $  (0.55)

    Weighted-average shares used in
        computing basic and diluted
        net loss per share               17,171    16,923    17,111    16,893




                                    Zilog, Inc.
                   UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (in thousands)

                                                  March 31,   March 31,
                                                   2009        2008

    ASSETS
    Current assets:
        Cash and cash equivalents                $ 32,230      $ 16,625
        Accounts receivable, net                    1,698         2,203
        Inventories                                 4,022         6,908
        Deferred tax asset                             10           263
        Prepaid expenses and other current assets   5,995         1,266
        Current assets associated with
         discontinued operations                      960         6,533
           Total current assets                    44,915        33,798

    Long term investments                           1,100         1,925
    Property, plant and equipment, net              2,347         4,594
    Goodwill                                        2,211         2,211
    Intangible assets, net                             -          2,528
    Other assets                                    1,079           581
    Non current assets associated with
     discontinued operations                           -          2,203
    Total assets                                 $ 51,652      $ 47,840

    LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
        Short term debt                             $ 346         $ 720
        Accounts payable                            4,368         5,508
        Income taxes payable                          195           513
        Accrued compensation and employee
         benefits                                   1,349         2,312
        Other accrued liabilities                   2,550         2,086
        Deferred income                             8,024         5,571
        Current liabilities associated with
          discontinued operations                   1,256         2,733
            Total current liabilities              18,088        19,443

    Deferred tax liability                             10           263
    Other non-current tax liabilities               1,928         1,255
            Total liabilities                      20,026        20,961


    Stockholders' equity:
        Common stock                                  186           185
        Additional paid-in capital                127,436       125,838
        Treasury stock                             (7,563)       (7,456)
         Other comprehensive income                   173           102
        Accumulated deficit                       (88,606)      (91,790)
            Total stockholders' equity             31,626        26,879
    Total liabilities and stockholders'
     equity                                       $ 51,652     $ 47,840





                                     Zilog, Inc.
                UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (in thousands)

                                                        Twelve Months Ended
                                                         Mar. 31,   Mar. 31,
                                                          2009       2008
    CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss from continuing operations               $ (18,025) $ (11,285)
    Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
        Depreciation and amortization                     1,832      2,115
        Disposition of operating assets                   1,032        318
        Non-cash stock-based compensation                 1,324        713
        Amortization of fresh-start intangible assets       801        961
        Impairment of intangible assets                   1,727         -
    Changes in operating assets and liabilities:
        Accounts receivable, net                            505      1,293
        Inventories                                         759        901
        Prepaid expenses and other current
           and non-current assets                        (5,160)     1,925
        Accounts payable                                 (1,140)       157
        Accrued compensation and employee benefits         (963)      (418)
        Deferred income                                   2,453     (1,392)
        Accrued and other current and non-current
         liabilities                                       (138)      (808)
    Net cash provided by (used in) operating activities (14,993)    (5,520)
    Net cash provided by discontinued operating
     activities                                           6,066      3,901

    CASH FLOWS FROM INVESTING ACTIVITIES:
        Disposal of assets held for sale - MOD II
         property                                            -       3,237
        Proceeds from sale of discontinued businesses,
            net of  transaction costs                    24,695         -
        Redemption of long term investments                 825         -
        Investment in long term securities                   -      (1,925)
        Capital expenditures                               (626)    (1,299)
    Net cash provided by (used in) investing activities  24,894         13
    Net cash used in discontinued investing activities       -      (2,076)

    CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds from short term debt                       660        720
        Payments on short term debt                      (1,034)        -
        Repurchase of restricted shares                     (54)      (282)
        Proceeds from issuance of common stock under
             employee stock purchase and stock option
             plans                                          116        470
    Net cash provided by (used in) financing activities    (312)       908
    Net cash provided by (used in) discontinued
         financing activities                               (50)         9
    Increase (decrease) in cash and cash equivalents     15,605     (2,765)
    Cash and cash equivalents at beginning of period     16,625     19,390
    Cash and cash equivalents at end of period           32,230     16,625





                                     Zilog, Inc.
                      SELECTED UNAUDITED TRENDED FINANCIAL INFORMATION
                (Amounts in thousands except percentages, selected
                           key metrics and per share amounts)

                                              Three Months Ended
                                  Mar. 31, Dec. 27, Sep. 27, Jun. 28, Mar. 31,
                                    2009     2008     2008     2008     2008

    Sales & Expenses Information:
    Net sales                      $7,044   $9,035  $10,474   $9,604  $10,138
    Cost of sales                   4,379    6,091    6,086    5,259    5,884
    Gross margin                    2,665    2,944    4,388    4,345    4,254
    Gross margin %                     38%      33%      42%      45%      47%
    Operating expenses:
     Research and development       1,117    1,657    1,757    1,733    2,307
     Selling, general and
       administrative               3,442    4,696    5,723    5,492    4,760
     Special charges and credits    3,479    1,696      554      590      511
     Amortization of intangible
      assets                          174      209      209      209      209
       Total operating expenses     8,212    8,258    8,243    8,024    7,787

    Operating loss                 (5,547)  (5,314)  (3,855)  (3,679)  (3,533)

    Interest income                     4       24       49       70      155
    Other income (expense)            (77)      97      272      111     (131)
    Loss before provision for
      income taxes                 (5,620)  (5,193)  (3,534)  (3,498)  (3,509)
    Provision for income taxes         (2)      67       62       54       78
    Net loss from continuing
      operations                   (5,618)  (5,260)  (3,596)  (3,552)  (3,587)
    Net profit (loss) from
      discontinued operatons       (3,826)    (408)   2,039    1,811    1,645
    Gain (loss) from sale of
      discontinued oprations,
      net of tax                   21,606       -        -        -        -
    Net profit (loss)             $12,162  ($5,668) ($1,557) ($1,741) ($1,942)

    Weighted average basic and
      diluted shares               17,171   17,071   16,949   16,948   16,923
    Basic and diluted net loss
      per share                     $0.71   ($0.33)  ($0.09)  ($0.10)  ($0.11)

    Net Sales Information:
    Net Sales - by channel
    Direct                         $1,536   $1,625   $2,404   $1,629   $2,056
    Distribution                    5,508    7,410    8,070    7,975    8,082
        Total net sales            $7,044   $9,035  $10,474   $9,604  $10,138

    Net Sales - by region
    America's                      $2,975   $3,569   $3,783   $3,961   $4,194
    Asia (including Japan)          2,571    4,046    4,899    3,563    4,071
    Europe                          1,498    1,420    1,792    2,080    1,873
        Total net sales            $7,044   $9,035  $10,474   $9,604  $10,138

    Selected Key Metrics (as defined in our Form 10-Q and 10-K)
    Days sales outstanding             35       39       34       37       37
    Net sales to inventory ratio
      (annualized)                    7.0      8.0      7.5      5.9      5.9
    Current ratio                     2.5      1.5      1.6      1.5      1.7

    Other Selected Financial Metrics
    Depreciation and amortization
      (excluding intangibles)        $452     $466     $478     $436     $514
    Amortization of fresh-start
      intangibles                    $174     $209     $209     $209     $209
    Stock based compensation         $198     $467     $288     $371    ($134)
    Capital expenditures             $107      $82      $78     $359     $403
    Cash and cash equivalents     $32,230  $13,560  $16,899  $17,829  $16,625
    Long term investments          $1,100   $1,300   $1,450   $1,500   $1,925
    Cash and long term
     investments                  $33,330  $14,860  $18,349  $19,329  $18,550
    Short term debt                  $346     $693   $1,039   $1,385     $720
    Cash and long term
     investments, net of debt     $32,984  $14,168  $17,310  $17,944  $17,830



SOURCE Zilog, Inc.