Category: Semiconductors

Zarlink Delivers Strong Fiscal 2010 and Fourth Quarter Results

-- Accelerating customer demand for network timing and line circuit products drives year-on-year increases in net income, gross margin and cash
-- Quarter-on-quarter revenue increases by $4.1 million or 8% in Q4 Fiscal 2010, Company anticipates continuing growth in Q1, Fiscal 2011

Zarlink Semiconductor (TSX:ZL) today issued Fiscal 2010 year end and fourth quarter results for the 12- and three-month periods ended March 26, 2010. All figures are is U.S. dollars unless otherwise noted.

Fiscal 2010 Financial Highlights
-- Operating efficiencies and expense reductions drove GAAP net income of $7.7 million, or $0.05 per basic share, compared with a GAAP net loss of $29.5 million or $0.25 per share in Fiscal 2009;

--  Growing customer adoption of new higher margin products combined with
supply chain efficiencies drove gross margin improvements, which
increased to 51% of revenue, up from 48% in Fiscal 2009;
--  Cash increased by $29.4 million to $74.4 million, as at March 26, 2010;
--  The Company decreased operating expenses by more than $10 million, while
maintaining R&D investments in core communications and medical programs.

Q4 Fiscal 2010 Financial Highlights

 

--  Revenue grew to $58.5 million, up $4.1 million or 8% compared with
revenue of $54.4 million in Q3 Fiscal 2010 and exceeded the Company's
guidance range of $56 million to $58 million;
--  Revenue for the Company's Communication Products group was $40.7 million
in Q4 Fiscal 2010, up 20% from Q3 Fiscal 2010 and 48% from the same
quarter last year;
--  Gross margin increased to 53%, up from 52% in the previous quarter;
--  GAAP earnings per share of $0.05 exceeded the Company's guidance range
of $0.02 to $0.04 per share excluding foreign exchange.

"Fiscal 2010 was a strong year for Zarlink in terms of financial and operational performance, with sales accelerating in the fourth quarter and now extending into Fiscal 2011," said Kirk Mandy, President and CEO, Zarlink Semiconductor. "During the year we increased our gross margins, strengthened our bottom-line results and generated significant cash from operations, despite a challenging economic environment. Sales gained momentum as the year progressed, resulting in significant year-over-year and sequential growth in the fourth quarter, which we expect to continue in Fiscal 2011 with first quarter revenue growing sequentially by another 3% to 5%."

Mr. Mandy continued: "Through customer design wins and the launch of new products throughout the year, we grew our presence in the key network timing and line circuit segments of the communication market, and solidified our position in the medical wireless market. In each of these areas, we believe there are immediate and emerging opportunities where we can leverage our expertise to grow the business. Our leading position in these market segments, combined with our improving balance sheet and cost structure, provide a technology roadmap and a solid financial footing to support our continued progress."

Fiscal 2010 Financial Results

Fiscal 2010 revenue was $220.1 million, compared with $227.2 million in Fiscal 2009. Communication Products group revenue increased to $141.4 million from $140.0 million in Fiscal 2009 as a result of ramping demand for Zarlink's network timing and line circuit products in the second half of the year.

Medical Products revenue was $30.0 million compared with $34.7 million in Fiscal 2009. The decline in revenue was due to uncertainty on the part of medical device manufacturers in the United States concerning healthcare reform, and an extended FDA qualification approval for a customer-specific platform lengthened certain product sales timelines.

Custom and Other revenue for Fiscal 2010 increased to $33.2 million, from $29.7 million in Fiscal 2009. Optical Products revenue for Fiscal 2010 was $15.5 million, compared with $22.7 million in Fiscal 2009. On May 17, 2010, Zarlink announced the sale of its Optical Products group to Tyco Electronics. Subsequent to the sale of the Optical Products Group, Zarlink expects to settle its Swedish pension liability in Q1, Fiscal 2011. This will utilize the restricted cash balance of $15.7 million, plus additional cash of $500,000.

Gross margin increased to 51% of revenue in Fiscal 2010, up from 48% of revenue in Fiscal 2009 and 45% of revenue in Fiscal 2008.

The Company continued to reduce expenses in Fiscal 2010, with improvements including:

 

--  R&D expenses of $43.0 million, a decrease of $3.0 million or 7% compared
with $46.0 million in Fiscal 2009;
--  S&A expenses of $43.0 million, a decrease of $7.7 million or 15%
compared with $50.6 million in Fiscal 2009.

Fiscal 2010 operating income was $19.1 million, with net income of $7.7 million or $0.05 per basic share and $0.04 per diluted share. Fiscal 2010 results include:

 

--  A non-cash foreign exchange loss of $10.8 million related primarily to
Zarlink's Canadian dollar denominated debenture;
--  Net interest expense of $3.7 million;
--  Supply chain harmonization costs of $2.9 million related to transferring
production with the Company's foundry partners;
--  Income tax recovery of $4.1 million;
--  Impairment of asset held for sale of $1.2 million, which was partially
offset by a $1.1 million recovery of current asset.

For Fiscal 2009, Zarlink recorded an operating loss of $44.4 million and a net loss of $29.5 million, or $0.25 per share, primarily due to a non-cash impairment charge of $46.9 million to write-off the book value of goodwill.

As a supplement to Zarlink's consolidated financial statements presented in accordance with U.S. Generally Accepted Accounting Principles (GAAP), the Company provides additional non-GAAP measures for operating income, net income (loss), and basis and diluted net earnings (loss) per share. For full reconciliation of GAAP to non-GAAP measures, refer to the schedule included with this press release.

Non-GAAP operating income for Fiscal 2010 was $31.0 million, compared with Fiscal 2009 non-GAAP operating income of $23.4 million. Non-GAAP net income in Fiscal 2010 was $26.8 million, or $0.20 per basic share and $0.18 per diluted share. For Fiscal 2009 non-GAAP net income was $20.7 million, or $0.15 per basic share and $0.14 per diluted share.

As at March 26, 2010, Zarlink had cash and short-term investments totaling $74.4 million, compared with $45.0 million at the end of Fiscal 2009.

Fourth Quarter Fiscal 2010 Financial Results

Fourth quarter revenue was $58.5 million, an increase of $4.1 million or 8% compared with Q3 Fiscal 2010 revenue of $54.4 million, and an increase of $7.4 million or 15% compared with Q4 Fiscal 2009 revenue of $51.1 million. Fourth quarter revenue exceeded the Company's guidance of $56 million to $58 million.

Gross margin in Q4 Fiscal 2010 was 53% of revenue which included $0.3 million in supply chain harmonization costs, compared with 52% of revenue in the previous quarter which included $0.6 million in supply chain harmonization costs. Gross margin in Q4 Fiscal 2009 was 48% of revenue, which included severance costs of $0.8 million.

R&D expenses in Q4 Fiscal 2010 were $11.9 million, or 20% of revenue, compared with Q3 Fiscal 2010 R&D expenses of $10.9 million, or 20% of revenue. Increased R&D expenses in the quarter reflect material spend related to two significant product platform introductions. S&A expenses in Q4 Fiscal 2010 were $11.3 million, or 19% of revenue, compared with Q3 Fiscal 2010 S&A expenses of $11.2 million, or 21% of revenue.

Fourth quarter Fiscal 2010 operating income was $5.0 million, compared with Q3 Fiscal 2010 operating income of $4.5 million and Q4 Fiscal 2009 operating loss of $49.6 million. Net income in Q4 Fiscal 2010 was $6.8 million or $0.05 per share, which included a non-cash foreign exchange loss of $1.2 million related primarily to Zarlink's Canadian dollar denominated debenture. Earnings per share exceed Q4 guidance of $0.02 to $0.04 per share, which excluded the impact of foreign exchange. In Q3 Fiscal 2010 Zarlink recorded net income of $0.6 million or break-even per share, which included a non-cash foreign exchange loss of $2.7 million. In Q4 Fiscal 2009 Zarlink recorded a net loss of $50.0 million, or $0.41 per share.

Non-GAAP operating income for Q4 Fiscal 2010 was $7.9 million, compared with Q3 Fiscal 2010 non-GAAP operating income of $7.3 million and Q4 Fiscal 2009 non-GAAP operating income of $3.8 million. Non-GAAP net income in Q4 Fiscal 2010 was $6.9 million, or $0.05 per share. For Q3 Fiscal 2010 non-GAAP net income was $6.1 million, or $0.05 per basic share and $0.04 per diluted share. For Q4 Fiscal 2009 non-GAAP net income was $1.3 million, or $0.01 per share.

On May 27, 2010 Zarlink declared a quarterly dividend of CDN$0.50 per share on its preferred shares (TSX:ZL.PR.A - News) payable on June 29, 2010 to preferred shareholders of record as of June 4, 2010. Dividends paid by Zarlink to Canadian residents are eligible dividends for Canadian income tax purposes.

Fourth Quarter Fiscal 2010 Business Summary

Fourth quarter revenue from Zarlink's Communication Products Group was $40.7 million, up 20% compared with revenue of $33.8 million in Q3 Fiscal 2010 and 48% from revenue of $27.6 million in Q4 Fiscal 2009. The increase was due to very strong customer design activity for Zarlink's line circuit and packet timing products. In the quarter, Zarlink introduced a Timing over Packet reference design with Freescale Semiconductor that simplifies and speeds the development of new equipment for wireless service providers evolving to packet networks to support bandwidth-intense smartphone applications.

Q4 Fiscal 2010 revenue for the Company's Medical Products Group was $5.3 million, compared with Q3 Fiscal 2010 revenue of $7.9 million and Q4 Fiscal 2009 revenue of $9.5 million.

Custom and Other revenue in Q4 Fiscal 2010 was $9.2 million, compared with $8.2 million in Q3 Fiscal 2010 and $9.8 million in Q4 Fiscal 2009. Optical Products revenue in Q4 Fiscal 2010 was $3.3 million, compared with revenue of $4.5 million in Q3 Fiscal 2010 and Q4 Fiscal 2009 revenue of $4.2 million.

First Quarter Fiscal 2011 Guidance

"Design activity with new and existing customers across key areas of our portfolio is approaching record levels," said Mr. Mandy. "As a result, we expect sequential revenue growth of 3% to 5%, excluding revenue from our divested Optical Products group, based on continuing design wins for our packet network timing and new Clockcenter solutions, ramping demand for our line circuit products, and a strengthening end-market for our medical wireless technologies."

The opening backlog at the start of Q1 Fiscal 2011, adjusted to exclude optical products, was $58 million. Opening backlog at the start of Q4 Fiscal 2010, adjusted to exclude optical products, was $52 million. For Q1 Fiscal 2011 Zarlink is forecasting:

 

--  Revenue between $57.0 million and $58.5 million;
--  Gross margins between 50% and 51%, excluding supply chain harmonization
costs of approximately $0.2 million;
--  Operating expenses between $21 million and $22 million, excluding
amortization of intangibles;
--  A one-time charge of $2.0 million related to the settlement of the
Swedish pension liability, which will utilize the restricted cash
balance of $15.7 million plus additional cash of $500,000;
--  Excluding any potential impact of foreign exchange, and including a
$0.07 per share gain on sale of the Optical Products Group and a $0.02
per share loss on the settlement of the Swedish pension liability,
Zarlink expects Q1 earnings of $0.07 to $0.09 per share.

Analyst Conference Call

An open conference call for analysts will be held on May 27, 2010 beginning at 5:00 p.m. EDT. Access the call by dialing 1-877-974-0447. Investors, media and other parties are listen-only. For a replay, call 1-877-289-8525, Access Code 4301420# or 416-640-1917, Access Code 4301420#.The replay is available until midnight on June 10th, 2010. A live audio webcast will be available through http://www.marketwire.com/ (Marketwire) or from the Company's website at http://www.zarlink.com/.

About Zarlink Semiconductor

Zarlink Semiconductor delivers world-leading, mixed-signal chip technologies for a broad range of communication and medical applications. The company's core capabilities include network timing solutions that manage time-sensitive communication applications over wireless and wired networks, line circuits supporting high-quality voice services over cable and broadband connections, and ultra low-power radios enabling new wireless medical devices and therapies. Serving the world's largest original equipment manufacturers, Zarlink's highly integrated chip solutions help customers simplify design, lower costs and reach market quickly. For more information, visit www.zarlink.com.

Shareholders and other individuals wishing to receive, free of charge, copies of the reports filed with the U.S. Securities and Exchange Commission and Canadian Securities Regulatory Authorities, should visit the Company's web site at www.zarlink.com or contact Investor Relations.

Certain statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and assumptions include, among others, the following: our dependence on the successful development and market introduction of new products; our ability to integrate any business, technologies, product lines or services that we have or will acquire; our dependence on revenue generation from our legacy products in order to fund development of our new products; current market conditions, including the lack of liquidity in the markets and economic slowdown, may increase our operating costs or reduce our revenue, thereby negatively impacting our operating results; our ability to operate profitably and generate positive cash flows in the future; the impact of the current economic crisis on our suppliers and customers and our ability to transfer parts to other suppliers; our dependence on our foundry suppliers and third-party subcontractors; order cancellations and deferrals by our customers; our substantial indebtedness could adversely affect our financial position; the cost and accounting implications of compliance with new accounting standards; and other factors referenced in our Annual Report on Form 20-F. Investors are encouraged to consider the risks detailed in this filing.

Zarlink and the Zarlink Semiconductor logo are trademarks of Zarlink Semiconductor Inc.

 

Zarlink Semiconductor Inc.
CONSOLIDATED STATEMENTS OF INCOME (LOSS) DATA
(in thousands of U.S dollars, except per share amounts, U.S. GAAP)
(Unaudited)

Three Months Ended          Year Ended
-------------------------------------------------
Mar. 26,  Dec. 25,  Mar. 27,  Mar. 26,  Mar. 27,
2010      2009      2009      2010      2009
-------------------------------------------------
Revenue                 $  58,512 $  54,425 $  51,101 $ 220,141 $ 227,165
Cost of revenue            27,544    26,074    26,745   107,028   118,131
-------------------------------------------------
Gross margin               30,968    28,351    24,356   113,113   109,034
-------------------------------------------------

Expenses:
Research and
development             11,909    10,930    12,434    42,976    45,994
Selling and
administrative          11,345    11,219    13,683    42,981    50,643
Amortization of
intangible assets        1,803     1,803     1,846     7,234     7,384
Contract impairment
(recovery)                   -       (94)      138       715       280
Impairment (recovery)
of current asset          (284)        -         -    (1,052)    3,000
Impairment of asset
held for sale            1,185         -         -     1,185     1,200
Goodwill impairment           -         -    46,887         -    46,887
Gain on sale of
business                     -         -    (1,000)        -    (1,000)
Gain on sale of assets        -         -         -         -      (936)
-------------------------------------------------
25,958    23,858    73,988    94,039   153,452
-------------------------------------------------
Operating income (loss)     5,010     4,493   (49,632)   19,074   (44,418)

Gain (loss) on
repurchase of
convertible debentures         -         -         -      (316)    3,593
Amortization of debt
issue costs                 (160)     (161)     (160)     (641)     (689)
Interest income                27        69        76       184     1,184
Interest expense           (1,006)     (985)     (852)   (3,867)   (4,145)
Foreign exchange gain
(loss)                    (1,245)   (2,719)    2,108   (10,843)   14,028
-------------------------------------------------
Net income (loss) before
income taxes               2,626       697   (48,460)    3,591   (30,447)
Income tax recovery
(expense)                  4,193       (66)   (1,516)    4,063       903

-------------------------------------------------
Net income (loss)       $   6,819 $     631 $ (49,976)$   7,654 $ (29,544)
-------------------------------------------------

Net income (loss)
attributable to common
shareholders           $   6,268 $     112 $ (50,304)$   5,510 $ (31,717)
-------------------------------------------------
-------------------------------------------------

Net income (loss) per
common share:
Basic                 $    0.05 $    0.00 $   (0.41)$    0.05 $   (0.25)
-------------------------------------------------
-------------------------------------------------
Diluted               $    0.05 $    0.00 $   (0.41)$    0.04 $   (0.25)
-------------------------------------------------
-------------------------------------------------

Weighted average number
of common shares
outstanding
(thousands):
Basic                   121,518   122,293   122,426   122,163   124,798
Diluted                 152,754   123,652   122,426   123,444   124,798

Percentage of revenue:
Gross margin                 53%       52%       48%       51%       48%
Research and
development                 20%       20%       24%       20%       20%
Selling and
administrative              19%       21%       27%       20%       22%



Zarlink Semiconductor Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS DATA
(in thousands of U.S. dollars, U.S. GAAP)
(Unaudited)

Three Months Ended            Year Ended
------------------------------------------------------
Mar. 26,   Dec. 25,   Mar. 27,   Mar. 26,   Mar. 27,
2010       2009       2009       2010       2009
------------------------------------------------------
CASH PROVIDED BY
(USED IN)
-------------------
Operating
activities:
Net income (loss)$    6,819 $      631 $  (49,976)$    7,654 $  (29,544)
Depreciation of
fixed assets           916        939      1,118      3,780      4,706
Amortization of
other assets         1,963      1,964      2,006      7,875      8,073
Stock
compensation
expense                423        475        540      1,586      2,115
Deferred income
taxes               (4,056)       162        632     (3,811)     2,813
Other non-cash
changes in
operating
activities           2,651      2,802     (2,019)    12,508    (12,808)
Goodwill
impairment               -          -     46,887          -     46,887
Decrease
(increase) in
working capital:
Trade accounts
and other
receivables        3,054     (6,615)       621     (2,482)     3,712
Inventories           310      3,809        307      1,596        992
Prepaid
expenses and
other               (258)       951       (364)       376      3,380
Payables and
other accrued
liabilities        3,396      1,671      1,117      3,188    (15,153)
Deferred
revenue              (53)     1,770       (565)     3,632        292
------------------------------------------------------
Total                  15,165      8,559        304     35,902     15,465
------------------------------------------------------

Investing
activities:
Expenditures for
fixed assets          (281)      (998)      (524)    (2,265)    (3,594)
Increase in
restricted cash
and cash
equivalents           (930)         -       (517)      (930)      (517)
Proceeds from
sale of fixed
assets                  15          -          -         15        984
Matured short-
term investments         -          -        240          -        240
Proceeds from
sale of business         -          -      1,000          -      1,000
------------------------------------------------------
Total                  (1,196)      (998)       199     (3,180)    (1,887)
------------------------------------------------------

Financing
activities:
Repurchase of
convertible
debentures               -          -          -        (13)    (2,594)
Payment of
dividends on
preferred shares         -       (474)      (417)    (1,417)    (1,939)
Repurchase of
preferred shares      (174)      (144)      (206)    (1,023)    (1,386)
Repurchase of
common shares         (162)      (642)         -       (804)    (2,707)
Repurchase of
treasury shares     (1,289)         -          -     (1,289)         -
Exercise of stock
options                 75          -          -         75          -
------------------------------------------------------
Total                  (1,550)    (1,260)      (623)    (4,471)    (8,626)
------------------------------------------------------
Effect of currency
translation on
cash                      45       (102)      (153)     1,112     (2,307)
------------------------------------------------------

Increase (decrease)
in cash and cash
equivalents           12,464      6,199       (273)    29,363      2,645

Cash and cash
equivalents,
beginning of
period                61,905     55,706     45,279     45,006     42,361
------------------------------------------------------

Cash and cash
equivalents, end
of period         $   74,369 $   61,905 $   45,006 $   74,369 $   45,006
------------------------------------------------------
------------------------------------------------------



Zarlink Semiconductor Inc.
CONSOLIDATED BALANCE SHEETS DATA
(in thousands of U.S. dollars, U.S. GAAP)
(Unaudited)

Mar. 26,   Dec. 25,   Mar. 27,
2010       2009       2009
--------------------------------
ASSETS

Current assets:
Cash and cash equivalents               $  74,369  $  61,905  $  45,006
Restricted cash and cash equivalents       15,720     14,704     13,145
Trade accounts receivable - net            27,038     30,352     24,556
Other accounts receivable - net             4,248      3,987      4,300
Inventories - net                          26,225     26,535     27,821
Prepaid expenses and other                  2,305      2,048      2,681
Current assets held for sale                  750      1,935      1,935
Deferred income tax assets - current
portion                                    2,000          -          -
--------------------------------
152,655    141,466    119,444
Fixed assets - net                           10,992     11,528     12,530
Deferred income tax assets - net              7,584      5,561      5,800
Intangible assets - net                      41,871     43,674     49,106
Other assets                                  1,603      2,081      2,655
--------------------------------
$ 214,705  $ 204,310  $ 189,535
--------------------------------
--------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Trade accounts payable                  $  15,178  $  11,885  $  12,018
Employee-related payables                  13,452     10,269      9,478
Income and other taxes payable              1,006        746        482
Current portion of provisions for exit
activities                                   379      1,574      3,645
Other accrued liabilities                   7,123      8,332      6,454
Deferred revenue                            4,493      4,546        861
Deferred income tax liabilities -
current portion                               29         31         28
--------------------------------
41,660     37,383     32,966

Long-term debt - convertible debentures      68,900     67,567     57,203
Long-term portion of provisions for exit
activities                                     246        323        200
Pension liabilities                          16,636     16,208     14,690
Deferred income tax liabilities - long-
term portion                                     -         31         28
Long-term accrued income taxes                2,208      2,192      2,408
Other long-term liabilities                     569        545        830
--------------------------------
130,219    124,249    108,325
--------------------------------

Redeemable preferred shares, unlimited
shares authorized; 1,001,600 shares
issued and 999,000 outstanding as at
March 26, 2010                              12,787     12,884     13,558
--------------------------------

Shareholders' equity:
Common shares, unlimited shares
authorized; no par value; 121,606,782
shares issued and 120,906,782
outstanding as at March 26, 2010         733,357    734,337    738,818
Treasury shares, at cost, 700,000
shares                                    (1,289)         -          -
Additional paid-in capital                 39,838     38,795     33,969
Deficit                                  (664,110)  (670,454)  (669,872)
Accumulated other comprehensive loss      (36,097)   (35,501)   (35,263)
--------------------------------
71,699     67,177     67,652
--------------------------------
$ 214,705  $ 204,310  $ 189,535
--------------------------------
--------------------------------



Zarlink Semiconductor Inc.
SUPPLEMENTARY SCHEDULES
(in thousands of U.S. dollars, U.S. GAAP)
(Unaudited)


Geographic Information:

Revenue, based on the geographic location of Zarlink's customers, was distributed as follows:

 

Three Months        Three Months        Three Months
Ended   % of        Ended   % of        Ended   % of
Mar. 26,            Dec. 25,            Mar. 27,
2010  Total         2009  Total         2009  Total
-----------------------------------------------------------

Asia - Pacific    $ 31,563     54%    $ 26,487     49%    $ 24,434     48%
Europe              15,323     26       16,617     31       12,659     25
Americas            11,626     20       11,321     20       14,008     27
-----------------------------------------------------------
$ 58,512    100%    $ 54,425    100%    $ 51,101    100%
-----------------------------------------------------------
-----------------------------------------------------------
Year                Year
Ended   % of        Ended   % of
Mar. 26,            Mar. 27,
2010  Total         2009  Total
---------------------------------------

Asia - Pacific                        $115,622     53%    $113,659     50%
Europe                                  59,625     27       59,276     26
Americas                                44,894     20       54,230     24
---------------------------------------
$220,141    100%    $227,165    100%
---------------------------------------
---------------------------------------

Product Group Information:

Revenue, based on product group, was distributed as follows:

 

Three               Three               Three
Months              Months              Months
Ended   % of        Ended   % of        Ended   % of
Mar. 26,            Dec. 25,            Mar. 27,
2010  Total         2009  Total         2009  Total
-----------------------------------------------------------

Communication
Products         $ 40,724     69%    $ 33,818     62%    $ 27,572     54%
Medical
Products            5,266      9        7,937     15        9,488     19
Optical
Products            3,279      6        4,463      8        4,209      8
Custom & Other       9,243     16        8,207     15        9,832     19
-----------------------------------------------------------
$ 58,512    100%    $ 54,425    100%    $ 51,101    100%
-----------------------------------------------------------
-----------------------------------------------------------

Year                Year
Ended   % of        Ended   % of
Mar. 26,            Mar. 27,
2010  Total         2009  Total
---------------------------------------

Communication
Products                             $141,386     64%    $140,036     62%
Medical
Products                               29,986     14       34,683     15
Optical
Products                               15,525      7       22,700     10
Custom & Other                          33,244     15       29,746     13
---------------------------------------
$220,141    100%    $227,165    100%
---------------------------------------
---------------------------------------

Non-GAAP Measures

As a supplement to Zarlink's consolidated financial statements presented in accordance with generally accepted accounting principles ("GAAP"), the Company provides additional non-GAAP measures for operating income, net income (loss), and basic and diluted net income (loss) per share.

A non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The Company believes that the additional non-GAAP measures are useful to investors for the purpose of financial analysis. Management uses these measures internally to evaluate the Company's in-period operating performance before gains, losses and other charges that are considered by management to be outside of the Company's core operating results. These non-GAAP financial measures should assist investors in understanding how management views our core results of operations on an on-going basis, as well as enhance comparisons of our core results of operations with historical periods. In addition, the measures are used for planning and forecasting of the Company's future periods. Investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP. The non-GAAP financial measures do not reflect all costs associated with our operations as determined in accordance with GAAP. Other companies may exclude or include different items in a particular non-GAAP financial measure, or provide different non-GAAP financial measures to those provided by Zarlink. Therefore, our non-GAAP financial measures are unlikely to be comparable to those presented by other companies.

Reconciliations of historical presentations of non-GAAP measures to their most directly comparable GAAP financial measures are provided in the following table. The Company is unable to reconcile these non-GAAP measures on a forward-looking basis primarily because it is impractical to project certain events, such as the impact of foreign exchange gains/losses.

 

Zarlink Semiconductor Inc.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share amounts)
(Unaudited)

Three Months Ended          Year Ended
-------------------------------------------------
Mar. 26,  Dec. 25,  Mar. 27,  Mar. 26,  Mar. 27,
2010      2009      2009      2010      2009
-------------------------------------------------

GAAP net income (loss)   $  6,819  $    631  $(49,976) $  7,654  $(29,544)
Amortization of
intangible assets        1,803     1,803     1,846     7,234     7,384
Goodwill impairment           -         -    46,887         -    46,887
Contract impairment
(recovery)                   -       (94)      138       715       280
Foreign exchange loss
(gain)                   1,245     2,719    (2,108)   10,843   (14,028)
Restructuring and
supply chain
harmonization             (282)      592     5,018     2,291     8,902
Impairment of asset
held for sale            1,185         -         -     1,185     1,200
Impairment (recovery)
of current asset          (284)        -         -    (1,052)    3,000
Stock compensation
expense                    423       475       540     1,586     2,115
Gain on sale of
business                     -         -    (1,000)        -    (1,000)
Gain on sale of assets        -         -         -         -      (936)
Loss (gain) on
repurchase of
convertible
debentures                   -         -         -       316    (3,593)
Recovery related to
deferred tax asset      (4,000)        -         -    (4,000)        -
-------------------------------------------------
Non-GAAP net income      $  6,909  $  6,126  $  1,345  $ 26,772  $ 20,667

GAAP operating income
(loss)                  $  5,010  $  4,493  $(49,632) $ 19,074  $(44,418)
Amortization of
intangible assets        1,803     1,803     1,846     7,234     7,384
Goodwill impairment           -         -    46,887         -    46,887
Contract impairment
(recovery)                   -       (94)      138       715       280
Restructuring and
supply chain
harmonization             (282)      592     5,018     2,291     8,902
Impairment of asset
held for sale            1,185         -         -     1,185     1,200
Impairment (recovery)
of current asset          (284)        -         -    (1,052)    3,000
Stock compensation
expense                    423       475       540     1,586     2,115
Gain on sale of
business                     -         -    (1,000)        -    (1,000)
Gain on sale of assets        -         -         -         -      (936)
-------------------------------------------------
Non-GAAP operating
income                  $  7,855  $  7,269  $  3,797  $ 31,033  $ 23,414

GAAP net income (loss)
per common share -
basic                   $   0.05  $   0.00  $  (0.41) $   0.05  $  (0.25)
Amortization of
intangible assets         0.01      0.01      0.02      0.06      0.06
Goodwill impairment           -         -      0.38         -      0.38
Contract impairment
(recovery)                   -     (0.00)     0.00      0.01      0.00
Foreign exchange loss
(gain)                    0.01      0.02     (0.02)     0.09     (0.11)
Restructuring and
supply chain
harmonization            (0.00)     0.00      0.04      0.02      0.07
Impairment of asset
held for sale             0.01         -         -      0.01      0.01
Impairment (recovery)
of current asset         (0.00)        -         -     (0.01)     0.02
Stock compensation
expense                   0.00      0.00      0.00      0.01      0.02
Gain on sale of
business                     -         -     (0.01)        -     (0.01)
Gain on sale of assets        -         -         -         -     (0.01)
Loss (gain) on
repurchase of
convertible
debentures                   -         -         -      0.00     (0.03)
Recovery related to
deferred tax asset       (0.03)        -         -     (0.03)        -
-------------------------------------------------
Non-GAAP net income per
common share - basic(i) $   0.05  $   0.05  $   0.01  $   0.20  $   0.15

GAAP net income (loss)
per common share -
diluted                 $   0.05  $   0.00  $  (0.41) $   0.04  $  (0.25)
Amortization of
intangible assets         0.01      0.01      0.02      0.05      0.05
Goodwill impairment           -         -      0.38         -      0.30
Contract impairment
(recovery)                   -     (0.00)     0.00      0.00      0.00
Foreign exchange loss
(gain)                    0.01      0.02     (0.02)     0.07     (0.09)
Restructuring and
supply chain
harmonization            (0.00)     0.00      0.04      0.02      0.06
Impairment of asset
held for sale             0.01         -         -      0.01      0.01
Impairment (recovery)
of current asset         (0.00)        -         -     (0.01)     0.02
Stock compensation
expense                   0.00      0.00      0.00      0.01      0.01
Gain on sale of
business                     -         -     (0.01)        -     (0.01)
Gain on sale of assets        -         -         -         -     (0.01)
Loss (gain) on
repurchase of
convertible
debentures                   -         -         -      0.00     (0.02)
Recovery related to
deferred tax asset       (0.03)        -         -     (0.03)        -
Effect of dilutive
potential common
shares                       -      0.00         -      0.01      0.07
-------------------------------------------------
Non-GAAP net income
per common share -
diluted(i)            $   0.05  $   0.04  $   0.01  $   0.18  $   0.14

Shares used to calculate
non-GAAP net income per
common share - basic     121,518   122,293   122,426   122,163   124,798
Shares used to calculate
non-GAAP net income per
common share - diluted   152,754   152,576   122,426   152,371   153,731

(i) Amounts may not add due to rounding.


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Contacts:
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613-270-7112
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