Zilog Announces First Quarter Fiscal 2010 Financial Results

Non-GAAP Net Income (Loss) from continuing operations (Unaudited)

Non-GAAP net income (loss) from continuing operations (Non-GAAP net income (loss)) excludes special charges and non-cash charges relating to the amortization of intangible assets and stock-based compensation. Following the sale of the two businesses in February, 2009, Non-GAAP net income (loss) was restated to exclude amounts related to the Company's discontinued operations. We believe that Non-GAAP net income (loss) is a useful measure as it excludes certain special charge items as well as certain non-cash charges, which facilitates a comparison of the Company's operating performance. However, this Non-GAAP measure should be considered in addition to, not as a substitute for, or superior to, the net loss measured in accordance with GAAP.

                                             Three Months Ended
                             Jun. 27,  Mar. 31,   Dec. 27,  Sep. 27,  Jun. 28,
                               2009      2009       2008      2008      2008
                                               (in thousands)
    Reconciliation of
     Net Loss and Cash
     Flows From Operating
     Activities to EBITDA

    Reconciliation of net
     loss to EBITDA:
       Net income (loss)
        from continuing
        operations              $33   ($5,626)   ($5,243)   ($3,614)  ($3,567)
       Depreciation and
        amortization            318       452        466        478       436
       Interest income           (3)       (4)       (24)       (49)      (70)
       Provision (benefit)
        for income taxes         40        (2)        67         62        54
    EBITDA from continuing
     operations                $388   ($5,180)   ($4,734)   ($3,123)  ($3,147)

    Reconciliation of EBITDA
     to net cash provided by
     (used in) continuing
     operating activities:

        EBITDA                 $388   ($5,180)   ($4,734)   ($3,123)  ($3,147)
        Provision (benefit)
         for income taxes       (40)        2        (67)       (62)      (54)
        Interest income           3         4         24         49        70
        Non-cash stock-based
         compensation           226       198        467        288       371
        Loss on disposition
         of operating assets      -       986         11          -        35
        Changes in other
         operating assets
         and liabilities      1,457    (4,119)      (571)      (577)    4,124
     Net cash provided by
      (used in) continuing
      operating activities   $2,034   ($8,109)   ($4,870)   ($3,425)   $1,399

Non-GAAP EBITDA (Unaudited)

Management believes that Non-GAAP EBITDA ("EBITDA"), that is Earnings or loss Before Interest, Taxes, Depreciation and Amortization, is a useful measure of financial performance. Following the sale of the two businesses in February, 2009, EBITDA was restated to exclude amounts related to the Company's discontinued operations. We believe that the disclosure of EBITDA helps investors more meaningfully evaluate our liquidity position by the elimination of non-cash related items such as depreciation and amortization. We believe that our investors regularly use EBITDA as a measure of the liquidity of our business. Our management uses EBITDA as a supplement to cash flows from operations as a way to assess the cash generated from our business available for capital expenditures and the servicing of other requirements including working capital.

                                           Three Months Ended
                             Jun. 27,  Mar. 31,  Dec. 27,  Sep. 27,  Jun. 28,
                               2009     2009       2008      2008      2008
                                              (in thousands)
    Reconciliation of Net
     Loss and Cash Flows
     From Operating
     Activities to
     Adjusted EBITDA

    Reconciliation of net
     income (loss)to
     Adjusted EBITDA:
        Net income (loss)
         from continued
         operations             $33   ($5,626)   ($5,243)   ($3,614)  ($3,567)
        Depreciation and
         amortization           318       452        466        478             436
                Interest  income                    (3)              (4)              (24)              (49)            (70)
                Provision  (benefit)
                  for  income  taxes                40                (2)                67                  62                54
                Special  charges  and
                  credits                                135          3,478            1,696                554              590
                Non-cash  stock-based
                  compensation                      226              198                467                288              371
          Adjusted  EBITDA                      $749      ($1,504)      ($2,571)      ($2,281)    ($2,186)

        Reconciliation  of
          Adjusted  EBITDA  to  net
          cash  provided  by
          (used  in)  continuing
          operating  activities:
              Adjusted  EBITDA,
                continuing  operations    $749      ($1,504)      ($2,571)      ($2,281)    ($2,186)
              Special  charges  and
                credits                                (135)      (3,478)        (1,696)            (554)          (590)
              Provision  (benefit)
                for  income  taxes                (40)                2                (67)              (62)            (54)
              Interest  income                        3                  4                  24                  49                70
              Loss  on  disposition
                of  operating  assets              -              986                  11                    -                35
              Changes  in  other
                operating  assets
                and  liabilities              1,457        (4,119)            (571)            (577)        4,124
          Net  cash  provided  by
            (used  in)  continuing
            operating  activities      $2,034      ($8,109)      ($4,870)      ($3,425)      $1,399
 


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