EX-99.1 3 a04-2771_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Zoran Corporation:

 

 

Karl Schneider

 

Bonnie McBride (Investors)

Chief Financial Officer

 

(415) 388-1635

(408) 523-6500

 

bmcbride@hfgcg.com

ir@zoran.com

 

 

 

 

 

Company Web Site:

 

 

www.zoran.com

 

 

 

ZORAN CORPORATION REPORTS RECORD FOURTH QUARTER

AND 2003 YEAR END RESULTS

 

Company achieves significant annual growth in each of its core market segments:

DVD, DTV, digital camera, printers

 

SUNNYVALE, Calif.  (Feb 23, 2004)  – Zoran Corporation (Nasdaq NM: ZRAN), a leading provider of digital solutions-on-a-chip for applications in the growing digital entertainment and digital imaging markets, today reported results for its fourth quarter and year ended December 31, 2003.

 

The release of the results being reported today had been postponed from the originally scheduled release date of January 26 due to unanticipated delays in the completion of the Company’s year-end closing process and audit.  The delay was necessary to review and audit the nature, timing and accounting treatment of certain obligations being booked in the fourth quarter. During the review, it was determined that a substantial portion of these obligations was related to transactions from prior periods. However, since the impact on any given prior period would have been immaterial, the Company has recorded a charge of $1.3 million against revenues in the fourth quarter to reflect these obligations.

 

On a generally accepted accounting principle, or GAAP, basis, the Company recorded revenues of $66.5 million for the fourth quarter of 2003, a 66 percent increase compared to $40.0 million for the fourth quarter of 2002 and a 1 percent decrease compared to $67.4 million reported last quarter. The $66.5 million excludes $3.6 million of software royalty revenue, as required by merger related accounting rules and includes the charge of $1.3 million related to obligations as described above.

 

The Company reported a net loss for the fourth quarter of $17.9 million, or $0.42 per share, compared to net income of $196,000, or $0.01 per diluted share, for the fourth quarter of 2002 and a net loss of $54.5 million, or $1.53 per share, last quarter.  Included in the net loss for the quarter were charges related to the acquisition of Oak Technology of  $15.8 million for certain ongoing expenses such as the amortization of purchased intangible assets, deferred stock compensation, and performance based milestone payments related to Oak’s acquisition of Teralogic.

 



 

On a pro forma basis, the Company reported revenues of $70.2 million, a 76 percent increase compared to $40.0 million for the same quarter in 2002 and a 1.6 percent decrease from $71.3 million for the third quarter of 2003. The $70.2 million in fourth quarter revenues reflects the one-time charge of $1.3 million for obligations as described earlier and includes $3.6 million of software royalty revenues that were excluded for GAAP purposes.  Pro forma net income for the fourth quarter was $1.4 million, or $0.03 per diluted share, compared to pro forma net income of $6.9 million, or $0.24 per diluted share, for the same quarter last year and $8.3 million, or $0.21 per diluted share, for the third quarter of 2003.  Pro forma net income excludes the effect of charges related to amortization of intangible assets, acquisition related deferred stock compensation, and other acquisition related charges.  Pro forma net income also includes $3.6 million in imaging software royalties and certain associated costs that would have been reported by Oak on a standalone basis for the fourth quarter.  Because Oak historically reported these royalty revenues in arrears, purchase accounting rules require these revenues to be included in the net assets acquired from Oak on August 11, 2003.  This adjustment, for GAAP purposes, creates a temporary void in the Company’s post acquisition imaging revenue stream and does not fully reflect the Imaging business unit’s ongoing operating performance or underlying business trends. Accordingly, the pro forma results have been adjusted to report consistently as Oak would have reported.

 

On a GAAP basis for 2003, total revenue increased by 45 percent to $216.5 million, up from $149.1 million for 2002.  GAAP revenues for 2003 exclude $7.6 million of software royalty revenue as required by merger related accounting rules and include the one-time charge of $1.3 million related to obligations described earlier.  The Company reported a net loss of $68.0 million, or $2.05 per share, for 2003, which includes charges related to the Oak acquisition, compared to net income of $5.7 million, or $0.20 per diluted share, in 2002.  For 2003, the Oak acquisition related charges include a one time in-process research and development charge of $50.1 million as well as ongoing expenses such as the amortization of intangible assets of $19.0 million and acquisition-related deferred stock compensation of $6.3 million.

 

On a pro forma basis, revenues for 2003 increased by 50 percent to $224.1 million, up from $149.1 million for 2002.  Pro forma net income decreased 18 percent to $16.0 million, or $0.46 per diluted share, compared to net income of $19.6 million, or $0.68 per diluted share, in 2002.  Pro forma net income excludes the effect of charges related to the company’s acquisition of Oak, as outlined in the preceding paragraph.

 

“Zoran accomplished many major milestones during 2003,” said Dr. Levy Gerzberg, Zoran’s president and chief executive officer. “Through our acquisition of Oak Technology, we significantly diversified our business and expanded our intellectual property portfolio. We achieved new records in each of our major



 

markets: DVD, digital TV, digital cameras and multifunction printers and peripherals.  As we enter 2004, Zoran is once again poised for a tremendous growth year in the digital entertainment and digital imaging markets.

 

Recent Highlights

 

                  Zoran announced Seventh generation DVD multimedia processor

 

                  Zoran’s Vaddis powers new DVD player models from Samsung

 

                  Zoran announced Second Generation Networked DVD player technology

 

                  Zoran’s Vaddis shipping in Orion’s first DVD Recorder product

 

                  Zoran and Sanyo announced Third Generation DVD Recording Platform for OEMs

 

                  Zoran’s HDTV chips power new High Definition Televisions from Sony, Daewoo, Funai, JVC, Mitsubishi, Pioneer, Samsung, Thomson and others

 

                  Zoran’s Generation9 powers Toshiba’s new Digital Home Media Server

 

                  Zoran’s Generation9 in Motorola Broadband Digital Cable-Ready Products

 

                  Zoran and Partners announced Cable-Ready HDTV Reference Design for OEMs

 

                  Zoran announced Seventh Generation COACH processor

 

                  Zoran COACH processor powers new Samsung Digimax camera models

 

                  Zoran announced IPSconductor extended print driver for developers

 

                  Zoran announced PCL software in Ricoh Printers and Multifunction Peripherals

 

                  Microsoft announced Zoran support for Windows Media Audio and HighMAT technology

 

Future Outlook

 

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

 

The Company is currently expecting first quarter 2004 revenues to range between $76 and $78 million with gross margins ranging between 44 and 45 percent. Operating expenses, excluding any acquisition related costs, are expected to be in a range of $33 to $34 million. Pro forma earnings per share are expected to range between $0.03 and $0.05 per diluted share, excluding acquisition related costs, on 44.5 million shares. For the full year the Company currently expects revenues in a range of $360 to $380 million.

 

Zoran will provide more commentary on its fourth quarter results and full year 2004 outlook during the earnings conference call.

 



 

About Pro Forma Adjustments

 

To supplement the consolidated financial results prepared under generally accepted accounting principles (“GAAP”), the Company uses a pro forma measure of net income that is GAAP net income adjusted to include or exclude certain revenues, costs, expenses and gains. Pro forma net income gives an indication of the Company’s baseline performance before gains, losses or other charges that are considered by management to be outside of our core operating results. In addition, pro forma net income is among the primary indicators management uses as a basis for planning and forecasting future periods. These measures are not in accordance with or an alternative for, GAAP and may be materially different from pro forma measures used by other companies. The Company computes pro forma net income by adjusting GAAP net income with the impact of amortization of acquisition-related charges, and other non-recurring charges and gains.

 

Earnings Conference Call

 

Zoran Corporation has scheduled a conference call for 5:00 p.m. ET today to discuss fourth quarter results.  To listen to the call, please call 617-786-2905 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 via telephone from approximately 7:00 p.m. ET on March 1 until 7:00 p.m. ET. The access number for the replay is 617-801-6888; confirmation number 59014207.

 

Additionally, 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, download, and install any necessary audio software.

 

Company Profile

 

Zoran Corporation, based in Sunnyvale, California, is a leading provider of digital solutions-on-a-chip 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, video, and imaging applications. 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, and imaging products have received recognition for excellence and are now in millions of homes and offices worldwide. With headquarters in the U.S. and operations in Canada, China,Europe , Hong Kong, 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 a number of forward-looking statements that reflect the Company’s current view with respect to future events and financial performance. These forward-looking statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements including risks associated with: the acquisition of Oak Technology and the integration of Oak’s products and personnel into the Company’s operations, including increased costs related to the integration of the two companies, failure to successfully integrate the two company’s product lines and failure to retain key personnel of the combined company; rapidly evolving markets for the Company’s products and uncertainty regarding the development of these markets; new product development, the ongoing introduction of new and enhanced products by the Company and its competitors and the transition from older products; intensive competition in markets in which the Company competes; the Company’s reliance on independent foundries and contractors for its wafer supplies and product assembly and testing and its ability to ramp up manufacturing capacity to meet changing customer requirements; the effects of changes in revenue and product mix on the Company’s gross margins; the Company’s historic dependence on sales to a limited number of large customers and fluctuations in customer and product mix among those customers; the dependence on key Company personnel; the reliance on international sales and operations, particularly the Company’s operations in Israel; and the effects of general business and changing economic conditions on the markets that the Company serves. 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 that have been made with the SEC.

 

###

 



 

ZORAN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Product revenues

 

$

56,978

 

$

36,196

 

$

200,239

 

$

141,314

 

Software and other revenues

 

9,566

 

3,780

 

16,289

 

7,803

 

Total revenues

 

66,544

 

39,976

 

216,528

 

149,117

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

37,720

 

22,164

 

131,051

 

86,904

 

Research and development

 

17,513

 

5,161

 

40,402

 

22,083

 

Selling, general and administrative

 

14,348

 

6,514

 

40,379

 

24,856

 

Amortization of intangibles

 

10,547

 

1,234

 

18,950

 

8,443

 

Deferred stock compensation

 

3,835

 

 

6,281

 

 

Acquisition related expense

 

1,369

 

 

1,369

 

 

In-process research and development

 

 

 

50,100

 

 

Total costs and expenses

 

85,332

 

35,073

 

288,532

 

142,286

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

(18,788

)

4,903

 

(72,004

)

6,831

 

 

 

 

 

 

 

 

 

 

 

Interest & other income (expense), net

 

1,023

 

(4,548

)

5,389

 

439

 

Income (loss) before income taxes

 

(17,765

)

355

 

(66,615

)

7,270

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

155

 

159

 

1,363

 

1,572

 

Net income (loss)

 

$

(17,920

)

$

196

 

$

(67,978

)

$

5,698

 

 

 

 

 

 

 

 

 

 

 

Basic net income (loss) per share

 

$

(0.42

)

$

0.01

 

$

(2.05

)

$

0.21

 

Diluted net income (loss) per share

 

$

(0.42

)

$

0.01

 

$

(2.05

)

$

0.20

 

 

 

 

 

 

 

 

 

 

 

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

 

42,247

 

27,284

 

33,231

 

27,095

 

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

 

42,247

 

28,462

 

33,231

 

28,629

 

 



 

ZORAN CORPORATION

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Product revenues

 

$

56,978

 

$

36,196

 

$

200,239

 

$

141,314

 

Software and other revenues

 

13,213

 

3,780

 

23,850

 

7,803

 

Total revenues

 

70,191

 

39,976

 

224,089

 

149,117

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

37,720

 

22,164

 

131,051

 

86,904

 

Research and development

 

17,513

 

5,161

 

40,402

 

22,083

 

Selling, general and administrative

 

14,431

 

6,514

 

40,638

 

24,856

 

Total costs and expenses

 

69,664

 

33,839

 

212,091

 

133,843

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

527

 

6,137

 

11,998

 

15,274

 

 

 

 

 

 

 

 

 

 

 

Interest and other income, net

 

1,023

 

1,497

 

5,389

 

6,484

 

Income before income taxes

 

1,550

 

7,634

 

17,387

 

21,758

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

155

 

763

 

1,363

 

2,176

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,395

 

$

6,871

 

$

16,024

 

$

19,582

 

 

 

 

 

 

 

 

 

 

 

Basic net income per share

 

$

0.03

 

$

0.25

 

$

0.48

 

$

0.72

 

Diluted net income per share

 

$

0.03

 

$

0.24

 

$

0.46

 

$

0.68

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing per share amounts:

 

 

 

 

 

 

 

 

 

Basic

 

42,247

 

27,284

 

33,231

 

27,095

 

Diluted

 

44,552

 

28,462

 

35,214

 

28,629

 

 

Note: The above unaudited pro forma condensed consolidated statements of operations are not intended to be in accordance with generally accepted accounting principles and may differ from pro forma presentations or computations used by other companies.  See reconciliation of GAAP to pro forma financial information on the following page.

 



 

ZORAN CORPORATION
RECONCILIATION OF PRO FORMA NET INCOME TO GAAP NET INCOME (LOSS)
(in thousands)

(unaudited)

 

 

 

Three Months Ended
December 31,

 

Twelve Months Ended
December 31,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

Pro forma net income

 

$

1,395

 

$

6,871

 

$

16,024

 

$

19,582

 

Adjusting items to pro forma net income:

 

 

 

 

 

 

 

 

 

Software royalty revenue - purchase accounting adjustment (1)

 

(3,647

)

 

(7,561

)

 

Commission expense (2)

 

83

 

 

259

 

 

Amortization of other intangibles (3)

 

(10,547

)

(1,234

)

(18,950

)

(8,443

)

Deferred stock compensation (4)

 

(3,835

)

 

(6,281

)

 

Acquisition related expense (5)

 

(1,369

)

 

(1,369

)

 

In-process research and development (6)

 

 

 

 

(50,100

)

 

Non-cash investment impairment charges, net of tax (7)

 

 

(5,441

)

 

(5,441

)

 

 

 

 

 

 

 

 

 

 

GAAP net income (loss)

 

$

(17,920

)

$

196

 

$

(67,978

)

$

5,698

 

 


(1) License revenues that would have been reported by Oak on a stand alone basis subsequent to the acquisition from August 11 through December 31, 2003. These revenues were reported and collected from customers during the period August 11 through December 31, 2003. However, because these revenues were historically reported one quarter in arrears, purchase accounting rules require us to include these revenues with the net assets acquired rather than continue to report them in Zoran’s post acquisition operating results on a GAAP basis. This temporary catch up adjustment for purchase accounting does not accurately  reflect the ongoing operations or the implied underlying business trends.  Accordingly for pro forma purposes, we have adjusted to report consistently as Oak would have reported.

 

(2) Amount represents commissions associated with the revenue adjustment (1).

 

(3) Amortization of intangible assets for the quarter and twelve months ended December 31, 2003 and 2002 is associated with the acquisitions of PixelCam Inc. in June 2000, acquisition of Nogatech Inc. in October of 2000, and the acquisition of Oak Technology, Inc. in August 2003.

 

(4) Deferred stock compensation is primarily a result of the acquisition of Oak Technology, Inc. in August 2003.

 

(5) Final retention and performance based milestone payment related to the acquisition and transfer of the Terlogic business into Oak Technology.

 

(6) In-process research and development as a result of the acquisition of Oak Technology, Inc. in August 2003.

 

(7) During the quarter ended December 31, 2002, the Company recorded non-cash impairment charges for marketable equity securities that were determined to be other than temporarily impaired as the quoted market price of the related securities dropped below its carrying value for an extended period of time.

 



 

ZORAN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

 

 

 

December 31,
2003

 

December 31,
2002

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and short-term investments

 

$

126,366

 

$

137,075

 

Accounts receivable, net

 

65,224

 

34,652

 

Inventory

 

16,805

 

12,686

 

Prepaid expenses & other current assets

 

12,151

 

6,479

 

Total current assets

 

220,546

 

190,892

 

 

 

 

 

 

 

Property & equipment, net

 

20,029

 

5,848

 

Other assets

 

69,311

 

78,334

 

Intangible assets, net

 

307,976

 

67,542

 

 

 

 

 

 

 

Total assets

 

$

617,862

 

$

342,616

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

29,038

 

$

9,639

 

Accrued expenses and other liabilities

 

45,182

 

21,965

 

Total current liabilities

 

74,220

 

31,604

 

 

 

 

 

 

 

Long term liabilities

 

9,363

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common Stock

 

41

 

27

 

Additional paid-in capital

 

703,813

 

399,052

 

Deferred stock-based compensation

 

(13,014

)

(83

)

Accumulated other comprehensive income (loss)

 

(91

)

508

 

Accumulated deficit

 

(156,470

)

(88,492

)

Total stockholders’ equity

 

534,279

 

311,012

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

617,862

 

$

342,616

 

 

Contact:

 

Karl Schneider, Chief Financial Officer of Zoran Corporation, 408-523-6510, or

 

 

ir@zoran.com; or Kristyn Hutzell, 925-946-9392, or khutzell@hfgcg.com, for

 

 

Zoran Corporation/First Call Analyst:

 

 

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

 

 

(ZRAN)