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Zoran Reports Q3 2010 Financial Results

Zoran Corporation announced the financial results for its third quarter ended September 30, 2010.

Zoran trades on the NASDAQ under the symbol ZRAN

For more information visit: www.zoran.com


Edited press release follows:

Zoran Corporation Reports Third Quarter 2010 Results

SUNNYVALE, CA–(October 25, 2010) – Zoran Corporation (NASDAQ: ZRAN), a leading provider of digital solutions for applications in the digital entertainment and digital imaging markets, today reported results for its third quarter ended September 30, 2010.

Revenues for the third quarter were $99.3 million, compared to $93.4 million last quarter and $115.5 million for the third quarter of 2009. The Company reported a third quarter GAAP net loss of $4.1 million, or $0.08 per share, which compares with a GAAP net loss of $6.7 million, or $0.13 per share, for the previous quarter and GAAP net income of $4.9 million, or $0.09 per diluted share, for the third quarter of the prior year.

Non-GAAP net loss for the third quarter was $810 thousand, or $0.02 per share, which excludes $109 thousand of amortization of acquired intangible assets, $2.0 million of acquisition related expenses, $2.5 million of stock-based compensation expenses, and an adjustment of $1.3 million for the tax provision to a non-GAAP rate. This compares with non-GAAP net loss of $4.0 million, or $0.08 per share, for the previous quarter, and a non-GAAP net income of $8.7 million, or $0.17 per diluted share for the same period last year.

“During the third quarter, strong and widespread demand for our COACH processors drove growth in digital cameras, and we continued to see solid signs of recovery in Printer Imaging,” said Dr. Levy Gerzberg, president and chief executive officer of Zoran. “DTV was impacted by share loss by our customers to tier-1 brands combined with severe price erosion in the segments they serve. We were also impacted by one of our customers’ decision to add a second source supplier, causing additional share loss for Zoran. In addition, we are seeing rising channel inventory and softening consumer demand. DVD is also showing signs of weakening demand, causing a modest inventory build of red-laser products.

“As a result of these developments, we are reducing our outlook for the remainder of 2010 and are carefully evaluating our current strategies against existing and potential growth opportunities. We are also in the process of working on restructuring alternatives with an emphasis on operating expenses to right size the business. Management remains committed to returning Zoran to a growing and profitable business with a sound financial model, and we are working to take whatever steps are necessary to achieve this objective.

“Also during the quarter, Zoran signed a definitive agreement to acquire Microtune, Inc. (NASDAQ: TUNE), a pioneer in the development and deployment of silicon tuners, a technology that is complementary and synergistic to Zoran’s strategic objectives in both the set-top-box and DTV markets. We believe this acquisition will enable Zoran to become a complete provider of solutions for consumer home entertainment, immediately accelerating our position in the STB market and ultimately strengthen our DTV position as global markets transition from analog to digital and to more efficient single-chip TV tuners over the next several years.”

Recent Highlights

– Revenues by product line for the third quarter of 2010 were 50 percent
Digital Camera, 23 percent DTV (includes set-top-box), 16 percent
Printer Imaging and 11 percent DVD
– Zoran demonstrated new 3D, IPTV and Blu-Ray technologies at CEATEC and
IFA 2010
– Zoran’s COACH 13 processors have been designed into multiple new models
– Zoran’s COACH 12P processors are now shipping in first-tier Full HD
digital video cameras
– Zoran announced Irdeto certification for Pay-TV satellite set-top-box
products
– Zoran demonstrated new set-top box platforms for worldwide
manufacturers at IBC 2010
– Zoran announced agreement to acquire Microtune, Inc.
– Zoran’s Quatro(R) Processor and IPS Print Language Software was deployed
in Muratec’s MFX line of printers

Future Outlook

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

Guidance for the fourth quarter does not reflect the impact of the acquisition of Microtune, including the purchase price and related acquisition costs, or any income or expenses incurred after the close of the transaction which is expected close on or about November 20, 2010.

The Company is currently expecting fourth quarter 2010 revenues to range between $60 million and $65 million, with gross margins ranging between 52 and 53 percent. Excluding acquisition-related amortization costs and stock-based compensation expense, non-GAAP operating expenses are expected to be in a range of $52 million to $53 million. Acquisition-related amortization costs are expected to be approximately $109 thousand and stock-based compensation expense is expected to range between $2.7 million and $3.2 million. The Company expects to record a fourth quarter GAAP loss in the range of $0.46 to $0.49 per share on approximately 50 million shares. On a non-GAAP basis, which excludes acquisition-related amortization costs and stock-based compensation expenses, the Company expects to record a fourth quarter loss of $0.39 to $0.43 per share. With this outlook, cash is expected to decline by approximately $15 million from operations.

Zoran will provide more commentary on its third 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, non-GAAP net income (loss) and EPS that excludes charges such as amortization of acquired intangible assets, acquisition related expenses, stock-based compensation expense, restructuring expense, non-recurring litigation settlements and associated income tax adjustments. Non-GAAP results are reconciled to GAAP results on the attached Schedule.

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 its third quarter results. To listen to the call, please call 617-614-2702 approximately five minutes prior to the start time. 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 October 25, 2010, until 4:30 p.m. PT on October 31, 2010. The access number for the replay is 617-801-6888, confirmation number 12170455. 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. This press release will be furnished to the SEC on a Form 8-K and posted to the Company’s website prior to the conference call.

Company Profile

Zoran Corporation, based in Sunnyvale, California, is a leading provider of digital solutions for the digital entertainment and digital imaging markets. With over 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 DTV, set-top box, DVD, digital camera, 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 China, France, India, Israel, Japan, Korea, Sweden, Taiwan, and the U.K., Zoran may be contacted on the World Wide Web at www.zoran.com or at 408-523-6500.

ZORAN CORPORATION
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  (in thousands, except per share data)
                                (unaudited)

                                  Three Months Ended   Nine Months Ended
                                     September 30,       September 30,
                                  ------------------- --------------------
                                    2010      2009      2010       2009
                                  --------  --------- ---------  ---------

Revenues:
   Hardware product revenues      $ 88,114  $ 104,980 $ 249,885  $ 253,120
   Software and other revenues      11,214     10,558    33,264     33,627
                                  --------  --------- ---------  ---------
      Total revenues                99,328    115,538   283,149    286,747

Costs and expenses:
   Cost of hardware product
    revenues                        47,266     59,844   136,176    150,154
   Research and development         30,016     27,013    85,173     83,494
   Selling, general and
    administrative                  25,634     23,100    73,535     73,247
   Amortization of intangibles         109        109       327        327
   Acquisition related expenses      2,007          -     2,007          -
   Restructuring expense                 -      1,194         -      2,053
   IP licensing related
    settlements                          -          -     1,115     11,000
                                  --------  --------- ---------  ---------
      Total costs and expenses     105,032    111,260   298,333    320,275

Operating income (loss)             (5,704)     4,278   (15,184)   (33,528)

Interest and other income, net       1,116      1,748     5,565      7,383
                                  --------  --------- ---------  ---------
Income (loss) before income taxes   (4,588)     6,026    (9,619)   (26,145)

Provision (benefit) for income
 taxes                                (500)     1,150     5,100      3,890
                                  --------  --------- ---------  ---------
Net income (loss)                 $ (4,088) $   4,876 $ (14,719) $ (30,035)
                                  ========  ========= =========  =========

Basic net income (loss) per share $  (0.08) $    0.09 $   (0.29) $   (0.58)
                                  ========  ========= =========  =========
Diluted net income (loss) per
 share                            $  (0.08) $    0.09 $   (0.29) $   (0.58)
                                  ========  ========= =========  =========

Shares used to compute basic net
 income (loss) per share            49,631     51,684    50,378     51,451
                                  ========  ========= =========  =========
Shares used to compute diluted
 net income (loss) per share        49,631     52,320    50,378     51,451
                                  ========  ========= =========  =========

                            ZORAN CORPORATION
                NON-GAAP ADJUSTMENTS TO NET INCOME (LOSS)
                  (in thousands, except per share data)
                                (unaudited)

                       Three Months Ended         Nine Months Ended
                          September 30,             September 30,
                       -------------------      ----------------------
                         2010        2009         2010          2009
                       -------      ------      --------      --------

GAAP net income (loss) $(4,088)     $4,876      $(14,719)     $(30,035)

Adjusting items to
 GAAP net income (loss):

  Operating expenses
   related to stock
   based compensation
   expense               2,462  (a)  3,029  (a)    7,098  (a)    9,061  (a)
  Amortization of
   intangibles             109  (b)    109  (b)      327  (b)      327  (b)
  Acquisition related
   expenses              2,007  (c)      -  (c)    2,007  (c)        -  (c)
  Restructuring
   expense                   -  (d)  1,194  (d)        -  (d)    2,053  (d)
  IP licensing related
   settlements               -  (e)      -  (e)    1,115  (e)   11,000  (e)
  Provision for income
   taxes                (1,300) (f)   (500) (f)   (2,100) (f)   (5,660) (f)
                       -------      ------      --------      --------

Non-GAAP net income
 (loss)                $  (810) (g) $8,708  (g) $ (6,272) (g) $(13,254) (g)
                       =======      ======      ========      ========

Non-GAAP basic net
 income (loss) per
 share                 $ (0.02) (g) $ 0.17  (g) $  (0.12) (g) $  (0.26) (g)
                       =======      ======      ========      ========
Non-GAAP diluted net
 income (loss) per
 share                 $ (0.02) (g) $ 0.17  (g) $  (0.12) (g) $  (0.26) (g)
                       =======      ======      ========      ========

Shares used to compute
 non-GAAP basic net
 income (loss) per
 share                  49,631      51,684        50,378        51,451
                       =======      ======      ========      ========
Shares used to compute
 non-GAAP diluted net
 income (loss) per
 share                  49,631      52,752        50,378        51,451
                       =======      ======      ========      ========

(a) This adjustment reflects the stock-based compensation expense recorded
under ASC 718-10.  The Company excludes this item 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 (g) below)

(b) This adjustment represents the amortization of intangible assets
associated with the acquisition of Let It Wave, Inc. in June 2008.  Such
amortization expense does not impact the Company's cash flows and is
excluded by management when evaluating its core operating performance.
(see (g) below)

(c) This adjustment represents acquisition expenses associated with the
acquisition of Microtune, Inc. which is expected to be completed during the
fourth quarter of 2010.  The Company excludes this item 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 (g) below)

(d) This adjustment reflects the restructuring expense recorded by the
Company as part of closing its facility in Netanya, Israel during the
quarter ended March 31, 2009 and the restructuring of its Mobile division
and closing of its Toronto facility during the quarter ended September 30,
2009. 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 (g)
below)

(e) This adjustment reflects non-recurring expenses associated with IP
licensing related settlements.  The Company excludes this item 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 (g) below)

(f) 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 (g)
below)

(g) 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 performance. 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.

                            ZORAN CORPORATION
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                              (in thousands)
                                (unaudited)

                                                   September     December
                                                      30,          31,
                                                     2010          2009
                                                  -----------  -----------

ASSETS

   Current assets:
         Cash and short-term investments          $   371,091  $   398,686
         Accounts receivable, net                      30,886       21,997
         Inventory                                     38,039       27,162
         Prepaid expenses and other current
          assets                                       22,205       20,519
                                                  -----------  -----------
            Total current assets                      462,221      468,364

   Property and equipment, net                         12,445       12,456
   Other assets                                        65,892       66,804
   Intangible assets, net                               4,505        4,832
                                                  -----------  -----------

         Total assets                             $   545,063  $   552,456
                                                  ===========  ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

   Current liabilities:
         Accounts payable                         $    38,277  $    29,090
         Accrued expenses and other liabilities        34,890       30,701
                                                  -----------  -----------
            Total current liabilities                  73,167       59,791

   Long term liabilities                               36,043       32,397

   Stockholders' equity:
         Common stock                                      50           51
         Additional paid-in capital                   857,537      867,139
         Accumulated other comprehensive income         2,541        2,634
         Accumulated deficit                         (424,275)    (409,556)
                                                  -----------  -----------
            Total stockholders' equity                435,853      460,268

         Total liabilities and stockholders'
          equity                                  $   545,063  $   552,456
                                                  ===========  ===========
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