SAN JOSE, Calif., Jan. 27 /PRNewswire-FirstCall/ -- Zilog, Inc. (Nasdaq: ZILG), a trusted supplier of application specific, embedded control products including energy management solutions for industrial and consumer markets, today reported financial results for its three- and nine-month periods ended December 26, 2009.

Net sales from continuing operations for the fiscal 2010 third quarter were $8.7 million, a sequential increase of 7 percent and a year-over-year decrease of 4 percent. Licensing royalties were $0.8 million in the third fiscal quarter, compared to $1.0 million in the previous quarter and $0.6 million in Q3 a year ago. The sequential increase in sales reflects a continued improvement in global demand for products following the global economic downturn that commenced in 2008. The financial results exceeded our previous guidance in both top and bottom line performance. On February 18, 2009, the Company sold its universal remote control and secured transaction processor businesses ("sale businesses"). In accordance with FASB ASC 205, the comparative financial statements for its previous fiscal periods ended December 27, 2008, have been restated to reflect the sold businesses as discontinued operations. Further, on December 4, 2009, the Company signed a definitive merger agreement ("Merger Agreement") in which Ixys Corporation ("Ixys") agreed to acquire all of the outstanding shares of the Company for $3.5858 per share in cash, subject to customary closing conditions. The Company expects to hold a special meeting of shareholders on February 17, 2010 to vote on the merger. If the merger is approved the Company expects to close shortly thereafter.

GAAP net income for the fiscal third quarter ended December 26, 2009 was $0.3 million, or 1 cent per share, compared to GAAP net income of $1.6 million, or 9 cents per share, in the previous fiscal quarter and a GAAP net loss of $5.7 million, or 33 cents per share, for fiscal Q3 a year ago. Net income for the fiscal 2010 third quarter includes special charges of $0.6 million, or 3 cents per share, which included $0.5 million in legal and other costs associated with the Merger Agreement. The previous quarter's results included $1.55 million in income from discontinued operations. Results for the third fiscal quarter a year ago included special charges of $1.7 million and net losses from discontinued operations of $0.4 million. Special charges in Q3 fiscal 2009 included costs associated with reductions in headcount as a result of declining sales driven by the downturn in the global economy.

On a year-to-date basis for the nine months ended December 26, 2009, sales were $24.0 million and GAAP net income was $2.2 million, or 13 cents per share, compared to sales of $29.1 million and a GAAP net loss of $9.0 million, or 53 cents per share for the nine months ended December 27, 2008. The financial results reflect an $11.2 million favorable improvement in net income for the fiscal 2010 nine-month period as compared to the comparable period in 2009. This improvement reflects a $5.1 million reduction in sales offset by improved product gross margins from 40 percent to 45 percent, a $10.5 million or 49 percent reduction in operating expenses, a $2.6 million reduction in special charges and amortization of intangible assets and the benefit of $1.0 million in patent sales. Additionally, fiscal 2010 year to date net income as compared to fiscal 2009 was negatively impacted by a $3.1 million reduction in net income from discontinued operations offset by a $1.6 million discontinued operations gain on sale reflecting the receipt of 50 percent of an escrow receivable related to the sale businesses. Fiscal 2009 results for the nine months ended December 27, 2008 included special charges of $2.8 million reflecting severance and other related costs associated with the global economic downturn resulting in a significant worldwide reduction in force. Additionally, special charges included costs associated with the production test outsource activities as well as expenses associated with the strategic alternatives review.

The Company reported cash, cash equivalents and long-term investments of $37.4 million at December 26, 2009, compared to $36.4 million and $33.3 million at September 26, 2009 and March 31, 2009, respectively. Net cash provided by continuing operating activities was $3.2 million for the year to date nine months of fiscal 2010, as compared to net cash used in continuing operating activities of $6.9 million for the comparative nine month period a year ago. On a non-GAAP basis, adjusted EBITDA from continuing operations, as defined below, was positive $1.4 million for the fiscal 2010 third quarter, as compared to positive $0.7 million in the prior fiscal quarter and negative $2.6 million in the third fiscal quarter a year ago. On a year to date basis, adjusted EBITDA from continuing operations was positive $2.8 million for the nine months ended December 26, 2009 as compared to negative $6.4 million for the comparative nine months a year ago.

The outlook for this quarter reflects the traditional seasonal slowdown in demand with an expected sequential reduction in sales. As was the case in Q3, the Company expects distribution end-demand to be the key to determining final sales levels for Q4 and for fiscal 2010 as a whole. The Company expects net sales for its fiscal 2010 fourth quarter ending March 31, 2010, to be lower by 3 percent to 5 percent, as compared to the third fiscal quarter ended December 26, 2009. Additionally in the fourth quarter, the Company expects $1.55 million in cash receipts from its remaining 50 percent of an escrow amount associated with the sale of its discontinued business in February 2009.

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
                                                  Dec.        Sep.     Jun.
                                                   26,         26,      27,
                                                   2009        2009     2009
                                                   ----        ----     ----
                                                          (in thousands)
    Reconciliation of Non-GAAP Net Income
     (Loss) to GAAP Net Income (Loss)
    -------------------------------------
    Non-GAAP net income (loss) from
     continuing operations                       $1,035        $332     $394
    Non-GAAP adjustments on continuing
     operations:
                Special charges and credits         578          77      135
                Amortization of intangible assets     -           -        -
                Non-cash stock-based compensation
                 COS                                 35          19       19
                Non-cash stock-based compensation
                 R&D                                 43          20       24
                Non-cash stock-based compensation
                 SG&A                               171         166      183
                                                    ---         ---      ---
        Total non-GAAP adjustments,
         continuing operations                      827         282      361
                                                    ---         ---      ---
    GAAP net income (loss) from continuing
     operations                                    $208         $50      $33
                                                   ====         ===      ===



                                                           Three Months Ended
                                                             Mar.     Dec.
                                                              31,      27,
                                                             2009     2009
                                                             ----     ----
    Reconciliation of Non-GAAP Net Income (Loss) to
     GAAP Net Income (Loss)
    -----------------------------------------------
    Non-GAAP net income (loss) from continuing
     operations                                           ($1,776) ($2,871)
    Non-GAAP adjustments on continuing operations:
                Special charges and credits                 3,478    1,696
                Amortization of intangible assets             174      209
                Non-cash stock-based compensation COS          21       44
                Non-cash stock-based compensation R&D         (24)     126
                Non-cash stock-based compensation SG&A        201      297
                                                              ---      ---
        Total non-GAAP adjustments, continuing operations   3,850    2,372
                                                            -----    -----
    GAAP net income (loss) from continuing operations     ($5,626) ($5,243)
                                                          =======  =======

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 universal remote control and secured transaction processor 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 
                                         ------------------ 
    Reconciliation of Net
     Income (Loss) and          Dec.   Sep.       Jun.        Mar.     Dec.
     Cash Flows                  26,    26,        27,         31,      27,
    ---------------------
    From Operating
     Activities to EBITDA        2009   2009       2009         2009     2008
    ---------------------        ----   ----       ----         ----     ----
                                              (in thousands)

      Reconciliation of net
       income (loss) to
       EBITDA:
        Net income (loss)
         from continuing
         operations              $208    $50        $33      ($5,626) ($5,243)
        Depreciation and
         amortization             328    338        318          452      466
        Interest income            (5)    (6)        (3)          (4)     (24)
        Provision (benefit)
         for income taxes          36     22         40           (2)      67
                                  ---    ---        ---          ---      ---
      EBITDA from
       continuing
       operations                $567   $404       $388      ($5,180) ($4,734)
                                 ====   ====       ====      =======  =======

      Reconciliation of
       EBITDA to net cash
       provided by
      (used in) conitnuing
       operating
       activities:
          EBITDA                 $567   $404       $388      ($5,180) ($4,734)
          Provision (benefit)
           for income taxes       (36)   (22)       (40)           2      (67)
          Interest income           5      6          3            4       24
          Non-cash stock-
           based compensation     249    205        226          198      467
          Loss on disposition
           of operating assets      -      -          -          986       11
          Changes in other
           operating assets and
           liabilities            176   (393)     1,457       (4,119)    (571)
                                  ---   ----      -----       ------     ----
      Net cash provided by
       (used in) continuing
       operating
          activities             $961   $200     $2,034      ($8,109) ($4,870)
                                 ====   ====     ======      =======  =======


                                                      Nine Months Ended
                                                      -----------------

      Reconciliation of Net Income (Loss) and
      Cash Flows                                   Dec. 26,    Dec. 27,
      ---------------------------------------
     From Operating Activities to EBITDA               2009         2008
     -----------------------------------               ----         ----

       Reconciliation of net income (loss) to
        EBITDA:
         Net income (loss) from continuing
          operations                                $292     ($12,424)
         Depreciation and amortization               984        1,380
         Interest income                             (14)        (143)
         Provision (benefit) for income taxes         98          183
                                                     ---          ---
       EBITDA from continuing operations          $1,360     ($11,004)
                                                  ======     ========

       Reconciliation of EBITDA to net cash
        provided by
       (used in) conitnuing operating
        activities:
           EBITDA                                 $1,360     ($11,004)
           Provision (benefit) for income taxes      (98)        (183)
           Interest income                            14          143
           Non-cash stock-based compensation         680        1,126
           Loss on disposition of operating assets     -           46
           Changes in other operating assets and
            liabilities                            1,239        2,976
                                                   -----        -----
       Net cash provided by (used in) continuing
        operating
           activities                             $3,195      ($6,896)
                                                  ======      =======

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 universal remote control and secured transaction processor 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
                                           ------------------
    Reconciliation
     of Net Income
     (Loss) and Cash          Dec.   Sep.        Jun.         Mar.   Dec.
     Flows                     26,    26,         27,          31,    27,
    ----------------
    From Operating
     Activities to
     Adjusted EBITDA           2009   2009        2009         2009     2008
    ----------------           ----   ----        ----         ----     ----
                                         (in thousands)

      Reconciliation
       of net income
       (loss) to
       Adjusted
       EBITDA:
         Net income
          (loss) from
          continuing
          operations           $208    $50         $33     ($5,626)  ($5,243)
         Depreciation and
          amortization
          including 
          intangibles           328    338         318          626      675
         Interest income         (5)    (6)         (3)          (4)     (24)
         Provision
          (benefit) for
          income taxes           36     22          40           (2)      67
         Special charges
          and credits           578     77         135        3,478    1,696
             Non-cash stock-
              based
              compensation      249    205         226          198      467
                                ---    ---         ---          ---      ---
         Adjusted EBITDA,
          continuing
          operations         $1,394   $686        $749     ($1,330)  ($2,362)
                             ======   ====        ====      =======  =======

      Reconciliation
       of Adjusted
       EBITDA to net
       cash provided
       by
      (used in)
       continuing
       operating
       activities:
           Adjusted EBITDA,
            continuing
            operations       $1,394   $686        $749     ($1,330)  ($2,362)
           Special charges
            and credits        (578)   (77)       (135)      (3,478)  (1,696)
           Provision
            (benefit) for
            income taxes        (36)   (22)        (40)           2      (67)
           Interest income        5      6           3            4       24
           Loss on
            disposition of
            operating
            assets                -      -           -          986       11
           Changes in other
            operating
            assets and
            liabilities         176   (393)      1,457       (4,293)    (780)
                                ---   ----       -----       ------     ----
      Net cash
       provided by
       (used in)
       continuing
       operating
          activities           $961   $200      $2,034     ($8,109)  ($4,870)
                               ====   ====      ======      =======  =======


                                                       Nine Months Ended
                                                       -----------------
    Reconciliation of Net Income (Loss) and
     Cash Flows                                     Dec. 26,      Dec. 27,
    ---------------------------------------
    From Operating Activities to Adjusted
     EBITDA                                             2009           2008
    -------------------------------------               ----           ----


      Reconciliation of net income (loss) to
       Adjusted EBITDA:
         Net income (loss) from continuing
          operations                                    $292       ($12,424)
         Depreciation and amortization 
          including intangibles                          984          2,007
         Interest income                                 (14)          (143)
         Provision (benefit) for income taxes             98            183
         Special charges and credits                     790          2,840
             Non-cash stock-based compensation           680          1,126
                                                         ---          -----
         Adjusted EBITDA, continuing operations       $2,830        ($6,411)
                                                      ======        =======

      Reconciliation of Adjusted EBITDA to net
       cash provided by
      (used in) continuing operating
       activities:
           Adjusted EBITDA, continuing operations     $2,830        ($6,411)
           Special charges and credits                  (790)        (2,840)
           Provision (benefit) for income taxes          (98)          (183)
           Interest income                                14            143
           Loss on disposition of operating assets         -             46
           Changes in other operating assets and
            liabilities                                1,239          2,349
                                                       -----          -----
      Net cash provided by (used in) continuing
       operating
          activities                                  $3,195        ($6,896)
                                                      ======        =======

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. 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, lease termination costs, costs associated with selling our discontinued operations and costs associated with our merger with Ixys. Adjusted EBITDA also excludes changes in operating assets and liabilities, which are included in net cash provided by (used in) operating activities. Following the sale of the universal remote control and secured transaction processor businesses in February 2009, Adjusted EBITDA was restated to exclude amounts related to the Company's discontinued operations. 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.

Earnings conference call

The Company will be conducting a conference call with analysts and investors today, January, 27, 2010 at 2:00 p.m. PST (5:00 p.m. EST) to review the details of its financial results. Analysts and investors may access the call by dialing (866) 203-2528 within the United States or (617) 213-8847 from outside the United States, using participant pass code 31603197. The webcast will be distributed in a listen-only mode through Zilog's website at http://www.zilog.com. Additionally, institutional investors can access the call via StreetEvents at www.streetevents.com.

Following the completion of the earnings call, an audio MP3 replay will be available from the Company's investor relations website at www.zilog.com. A telephone replay of the conference call will also be available for one week after the conference call at (888) 286-8010 (U.S.) and (617) 801-6888 (international) and can be accessed using pass code 30666050.

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 our expectations for our March 2010 quarter, the timing and outcome of our shareholder vote, the timing of the merger if approved, the expected receipt of the remaining escrow receivable and our position as the global economy recovers) relating to expectations, plans or prospects for Zilog, Inc. that are based upon the current expectations and beliefs of Zilog'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, weakness in our 8-bit classic or embedded flash products could negatively impact our March 2010 fiscal quarter. Changes in requirements for supporting the Transition Services Agreement with Maxim Integrated Products, Inc., which was as a result of selling the universal remote control and secured transaction processor businesses and is currently scheduled to terminate on February 18, 2010, could impact our cash projections. Any major claims against the escrow fund resulting in the delay or reduction of the amount to be received could negatively impact our cash flow expectations. We are being sued in Delaware and California for certain claims relating to our proposed merger with Ixys. These claims are disclosed in our proxy statement filed with U.S. Securities and Exchange Commission ("SEC") on January 15, 2010. Further legal actions may be made by these parties or other parties that could impact the timing of our shareholder vote and the closing of the proposed merger. Additionally, our ability to attract and retain technical employees may be negatively impacted by uncertainties relating to potential future changes in the ownership and control of the Company which may make it difficult to execute on our long-term strategy.

Notwithstanding changes that may occur with respect to customer matters relating to the forward-looking statements, Zilog 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. Zilog, 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-Q for the periods ended December 26, 2009.

For a detailed discussion of these and other cautionary statements, please refer to the risk factors discussed in filings with the SEC, including but not limited to, the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2009, 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 and can be found under the investor section.


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


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

                                                       Dec. 26,     March 31,
                                                          2009         2009
                                                          ----         ----

    ASSETS
    Current assets:
        Cash and cash equivalents                      $36,980      $32,230
        Accounts receivable, net                         3,156        1,698
        Receivables under transition services
         agreement                                         255        1,696
        Escrow receivable related to sold business       1,550        3,100
        Inventories                                      3,285        4,022
        Deferred tax asset                                  10           10
        Prepaid expenses and other current assets        1,110        1,199
        Current assets associated with discontinued
         operations                                          -          960
                                                           ---          ---
           Total current assets                         46,346       44,915

    Long term investments                                  375        1,100
    Property, plant and equipment, net                   1,856        2,347
    Goodwill                                             1,861        2,211
    Other assets                                         1,320        1,079
                                                         -----        -----
    Total assets                                       $51,758      $51,652
                                                       =======      =======

              LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities:
        Short term debt                                     $-         $346
        Accounts payable                                 2,532        1,939
        Payables under transition services
         agreement                                       1,516          275
        Income taxes payable                               174          195
        Accrued compensation and employee benefits       1,455        1,349
        Other accrued liabilities                        3,888        3,828
        Deferred income including remaining escrow       6,048        8,024
        Current liabilities associated with
         discontinued business                               -        1,256
                                                           ---        -----
            Total current liabilities                   15,613       17,212

    Deferred tax liability                                  10           10
    Other non-current liabilities                        1,536        2,804
                                                         -----        -----
            Total liabilities                           17,159       20,026
                                                        ------       ------


    Stockholders' equity:
        Common stock                                       186          186
        Additional paid-in capital                     128,131      127,436
        Treasury stock                                  (7,563)      (7,563)
         Other comprehensive income                        209          173
        Accumulated deficit                            (86,364)     (88,606)
                                                       -------      -------
            Total stockholders' equity                  34,599       31,626
                                                        ------       ------
    Total liabilities and stockholders' equity         $51,758      $51,652
                                                       =======      =======


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

                                                      Three Months Ended
                                                      ------------------
                                                  Dec. 26,         Dec. 27,
                                                        2009             2008
                                                        ----             ----

    Net sales from continuing operations              $8,670           $9,035
    Cost of sales                                      4,359            6,091
                                                       -----            -----
    Gross margin                                       4,311            2,944
                                                       -----            -----
    Gross margin %                                     49.7%            32.6%
                                                        ----             ----
    Operating expenses:
        Research and development                       1,252            1,657
        Selling, general and administrative            2,345            4,696
        Special charges                                  578            1,696
        Amortization of intangible assets                  -              209
                                                         ---              ---
            Total operating expenses                   4,175            8,258
                                                       -----            -----
    Operating income (loss) from continuing
     operations                                          136           (5,314)
                                                         ---           ------

    Interest and other income :
        Interest income                                    5               24
        Other income, net                                103              114
                                                         ---              ---
    Income (loss) from continuing operations
     before provision for income taxes                   244           (5,176)
    Provision for income taxes                            36               67
                                                         ---              ---
    Net income (loss) from continuing operations         208           (5,243)
    Net income (loss) from discontinued
     operations                                           30             (425)
    Gain from sale of discontinued operations,
     net of tax                                           17                -
                                                         ---              ---
    Net income (loss)                                   $255          ($5,668)
                                                        ====          =======

    Basic and diluted net income (loss) from
     continuing operations per share                   $0.01           ($0.31)
    Basic and diluted net income (loss) from
     discontinued operations per share                     -            (0.02)
    Basic and diluted net income from gain on
     sale of discontinued operations net of tax
     per share                                             -                -
                                                         ---              ---
    Basic and diluted net income (loss) per share      $0.01           ($0.33)
                                                       =====           ======


    Weighted-average shares used in computing
     basic net income (loss) per share                17,308           17,071
                                                      ======           ======
    Weighted-average shares used in computing
     diluted net income (loss) per share              17,318           17,071
                                                      ======           ======


                                                        Nine Months Ended
                                                        -----------------
                                                        Dec. 26,   Dec. 27,
                                                             2009        2008
                                                             ----        ----

    Net sales from continuing operations                  $23,975     $29,113
    Cost of sales                                          13,264      17,436
                                                           ------      ------
    Gross margin                                           10,711      11,677
                                                           ------      ------
    Gross margin %                                          44.7%       40.1%
                                                             ----        ----
    Operating expenses:
        Research and development                            3,462       5,147
        Selling, general and administrative                 7,196      15,911
        Special charges                                       790       2,840
        Amortization of intangible assets                       -         627
                                                              ---         ---
            Total operating expenses                       11,448      24,525
                                                           ------      ------
    Operating income (loss) from continuing operations       (737)    (12,848)
                                                             ----     -------

    Interest and other income :
        Interest income                                        14         143
        Other income, net                                   1,113         464
                                                            -----         ---
    Income (loss) from continuing operations before
     provision for income taxes                               390     (12,241)
    Provision for income taxes                                 98         183
                                                              ---         ---
    Net income (loss) from continuing operations              292     (12,424)
    Net income (loss) from discontinued operations            386       3,459
    Gain from sale of discontinued operations, net of
     tax                                                    1,564           -
                                                            -----         ---
    Net income (loss)                                      $2,242     ($8,965)
                                                           ======     =======

    Basic and diluted net income (loss) from continuing
     operations per share                                   $0.02      ($0.73)
    Basic and diluted net income (loss) from
     discontinued operations per share                       0.02        0.20
    Basic and diluted net income from gain on sale of
     discontinued operations net of tax per share            0.09           -
                                                             ----         ---
    Basic and diluted net income (loss) per share           $0.13      ($0.53)
                                                            =====      ======


    Weighted-average shares used in computing basic net
     income (loss) per share                               17,278      16,982
                                                           ======      ======
    Weighted-average shares used in computing diluted
     net income (loss) per share                           17,279      16,982
                                                           ======      ======



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

                                                     Nine Months Ended
                                                     -----------------
                                               Dec. 26,           Dec. 27,
                                                     2009                2008
                                                     ----                ----
    CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss) from continuing
     operations                                      $292            ($12,424)
    Adjustments to reconcile net income
     (loss) to net cash
    provided by (used in ) continuing
     operating activities:
        Depreciation and amortization                 984               1,380
        Disposition of operating assets                 -                  46
        Non-cash stock-based compensation             680               1,126
        Amortization of fresh-start intangible
         assets                                         -                 627
        Goodwill                                      350                   -
    Changes in operating assets and
     liabilities:
        Accounts receivable, net                   (1,458)               (620)
        Receivable under transition services
         agreement                                  1,441                   -
        Escrow receivable                           1,550                   -
        Inventories                                   737               2,400
        Prepaid expenses and other current and
         non-current assets                          (116)               (163)
        Accounts payable                              593                 167
        Payable under transition services
         agreement                                  1,241                   -
        Accrued compensation and employee
         benefits                                     106                (328)
        Deferred income from disti and escrow      (1,976)               (494)
        Accrued and other current and non-
         current liabilities                       (1,229)              1,387
                                                   ------               -----
            Net cash provided by (used in)
             continuing operating activities        3,195              (6,896)
                                                    -----              ------
            Net cash provided by discontinued
             operating activities                      90               3,642
                                                      ---               -----

    CASH FLOWS FROM INVESTING ACTIVITIES:
        Redemption of long term investments           725                 625
        Capital expenditures                         (494)               (519)
                                                     ----                ----
            Net cash provided by investing
             activities                               231                 106
                                                      ---                 ---
            Net cash provided by sale of
             discontinued operations               1,564                    -
                                                    -----                 ---

    CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds from short term debt                   -                 660
        Payments on short term debt                  (346)               (692)
        Proceeds from issuance of common stock
         under
             employee stock purchase and stock
              option plans                             16                 112
                                                      ---                 ---
            Net cash provided by (used in)
             financing activities                    (330)                 80
                                                     ----                 ---
            Net cash provided by discontinued
             financing activities                       -                   3
                                                      ---                 ---

    Increase in cash and cash equivalents           4,750              (3,065)
    Cash and cash equivalents at beginning
     of period                                     32,230              16,625
                                                   ------              ------
    Cash and cash equivalents at end of
     period                                       $36,980             $13,560
                                                  =======             =======


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


                                              Three Months Ended
                                              ------------------
                                              Dec. 26, Sep. 26, Jun. 27,
                                                   2009     2009    2009
                                                   ----     ----    ----

    Sales & Expenses Information:
    -----------------------------
    Net sales from continuing operations         $8,670   $8,070  $7,235
    Cost of sales                                 4,359    4,386   4,520
                                                  -----    -----   -----
    Gross margin                                  4,311    3,684   2,715
                                                  -----    -----   -----
    Gross margin %                                49.7%    45.7%   37.5%
                                                   ----     ----    ----
    Operating expenses:
        Research and development                  1,252    1,179   1,031
        Selling, general and administrative       2,345    2,370   2,481
        Special charges and credits                 578       77     135
        Amortization of intangible assets             -        -       -
                                                    ---      ---     ---
            Total operating expenses              4,175    3,626   3,647
                                                  -----    -----   -----

    Operating income (loss) from continuing
     operations                                     136       58    (932)

    Interest income                                   5        6       3
    Other income (expense)                          103        8   1,002
                                                    ---      ---   -----
    Income (loss) from continuing operations
     before
        provision  for income taxes                 244       72      73
    Provision (benefit) for income taxes             36       22      40
                                                    ---      ---     ---
    Net income (loss) from continuing
     operations                                     208       50      33
                                                    ---      ---     ---
    Net income (loss) from discontinued
     operations                                      30       36     320
    Gain from sale of discontinued operations,
     net of tax                                      17    1,547       -
                                                    ---    -----     ---
    Net income (loss)                              $255   $1,633    $353
                                                   ====   ======    ====

    Basic and diluted net income (loss) from
     continuing operations per share              $0.01        -       -
    Basic and diluted net income (loss) from
     discontinued operations per share                -        -    0.02
    Basic and diluted net income from gain on
     sale of discontinued operations per
     share                                            -     0.09       -
                                                    ---     ----     ---
    Basic and diluted net income (loss) per
     share                                        $0.01    $0.09   $0.02
                                                  =====    =====   =====
    Weighted average basic shares                17,308   17,291  17,230
    Weighted average diluted shares              17,318   17,297  17,230

    Net Sales Information:
    ----------------------

    Net Sales - by channel
    Direct                                       $1,913   $2,310  $1,685
    Distribution                                  6,757    5,760   5,550
                                                  -----    -----   -----
        Total net sales                          $8,670   $8,070  $7,235
                                                 ======   ======  ======

    Net Sales - by region
    America's                                    $3,593   $3,466  $2,853
    Asia (including Japan)                        3,626    3,326   3,336
    Europe                                        1,451    1,278   1,046
                                                  -----    -----   -----
        Total net sales                          $8,670   $8,070  $7,235
                                                 ======   ======  ======

    Selected Key Metrics (as defined in our
     Form 10-Q and 10-K)
    ---------------------------------------
    Days sales outstanding                           33       38      27
    Net sales to inventory ratio (annualized)      10.6      8.6     8.7
    Current ratio                                   3.0      2.8     2.6
    Distributor weeks of inventory                   13       12      12

    Other Selected Financial Metrics
    --------------------------------
    Depreciation and amortization                  $328     $338    $318
    Stock based compensation                       $249     $205    $226
    Capital expenditures                            $33     $141    $320
    Cash and cash equivalents                   $36,980  $35,998 $33,826
    Long term investments                          $375     $375    $900
    Cash and long term investments              $37,355  $36,373 $34,726
    Short term debt                                   -        -       -
    Cash and long term investments, net of
     debt                                       $37,355  $36,373 $34,726
    EBITDA, adjusted                             $1,394     $686    $749


                                                        Three Months Ended
                                                        ------------------
                                                    Mar. 31,      Dec. 27,
                                                        2009           2008
                                                        ----           ----

    Sales & Expenses Information:
    -----------------------------
    Net sales from continuing operations              $7,044         $9,035
    Cost of sales                                      4,379          6,091
                                                       -----          -----
    Gross margin                                       2,665          2,944
                                                       -----          -----
    Gross margin %                                     37.8%          32.6%
                                                        ----           ----
    Operating expenses:
        Research and development                       1,118          1,657
        Selling, general and administrative            3,442          4,696
        Special charges and credits                    3,478          1,696
        Amortization of intangible assets                174            209
                                                         ---            ---
            Total operating expenses                   8,212          8,258
                                                       -----          -----

    Operating income (loss) from continuing
     operations                                       (5,547)        (5,314)

    Interest income                                        4             24
    Other income (expense)                               (85)           114
                                                         ---            ---
    Income (loss) from continuing operations before

        provision  for income taxes                   (5,628)        (5,176)
    Provision (benefit) for income taxes                  (2)            67
                                                         ---            ---

    Net income (loss) from continuing operations      (5,626)        (5,243)
                                                      ------         ------

    Net income (loss) from discontinued operations     (3,831)          (425)
    Gain from sale of discontinued operations, net
     of tax                                           21,606              -
                                                      ------            ---
    Net income (loss)                                $12,149        ($5,668)
                                                     =======        =======

    Basic and diluted net income (loss) from
     continuing operations per share                  ($0.33)        ($0.31)
    Basic and diluted net income (loss) from
     discontinued operations per share                 (0.22)         (0.02)
    Basic and diluted net income from gain on sale
     of discontinued operations per share               1.26              -
                                                        ----            ---
    Basic and diluted net income (loss) per share      $0.71         ($0.33)
                                                       =====         ======
    Weighted average basic shares                     17,171         17,071
    Weighted average diluted shares                   17,171         17,071

    Net Sales Information:
    ----------------------

    Net Sales - by channel
    Direct                                            $1,849         $1,625
    Distribution                                       5,195          7,410
                                                       -----          -----
        Total net sales                               $7,044         $9,035
                                                      ======         ======

    Net Sales - by region
    America's                                         $2,975         $3,569
    Asia (including Japan)                             2,571          4,046
    Europe                                             1,498          1,420
                                                       -----          -----
        Total net sales                               $7,044         $9,035
                                                      ======         ======

    Selected Key Metrics (as defined in our Form
     10-Q and 10-K)
    --------------------------------------------
    Days sales outstanding                                22             28
    Net sales to inventory ratio (annualized)            7.0            8.0
    Current ratio                                        2.6            1.5
    Distributor weeks of inventory                        18             13

    Other Selected Financial Metrics
    --------------------------------
    Depreciation and amortization                       $452           $466
    Stock based compensation                            $198           $467
    Capital expenditures                                $107            $82
    Cash and cash equivalents                        $32,230        $13,560
    Long term investments                             $1,100         $1,300
    Cash and long term investments                   $33,330        $14,860
    Short term debt                                     $346           $693
    Cash and long term investments, net of debt      $32,984        $14,168
    EBITDA, adjusted                                 ($1,304)       ($2,362)


                                                        Nine Months Ended
                                                        -----------------
                                                    Dec. 26,      Dec. 27,
                                                         2009          2008
                                                         ----          ----

    Sales & Expenses Information:
    -----------------------------
    Net sales from continuing operations              $23,975       $29,113
    Cost of sales                                      13,264        17,436
                                                       ------        ------
    Gross margin                                       10,711        11,677
                                                       ------        ------
    Gross margin %                                      44.7%         40.1%
                                                         ----          ----
    Operating expenses:
        Research and development                        3,462         5,147
        Selling, general and administrative             7,196        15,911
        Special charges and credits                       790         2,840
        Amortization of intangible assets                   -           627
                                                          ---           ---
            Total operating expenses                   11,448        24,525
                                                       ------        ------

    Operating income (loss) from continuing
     operations                                          (737)      (12,848)

    Interest income                                        14           143
    Other income (expense)                              1,113           464
                                                        -----           ---
    Income (loss) from continuing operations before

        provision  for income taxes                       390       (12,241)
    Provision (benefit) for income taxes                   98           183
                                                          ---           ---

    Net income (loss) from continuing operations          292       (12,424)
                                                          ---       -------
    Net income (loss) from discontinued operations        386         3,459
    Gain from sale of discontinued operations, net
     of tax                                             1,564             -
                                                        -----           ---
    Net income (loss)                                  $2,242       ($8,965)
                                                       ======       =======

    Basic and diluted net income (loss) from
     continuing operations per share                    $0.02        ($0.73)
    Basic and diluted net income (loss) from
     discontinued operations per share                   0.02          0.20
    Basic and diluted net income from gain on sale
     of discontinued operations per share                0.09             -
                                                         ----           ---
    Basic and diluted net income (loss) per share       $0.13        ($0.53)
                                                        =====        ======
    Weighted average basic shares                      17,278        16,982
    Weighted average diluted shares                    17,279        16,982

    Net Sales Information:
    ----------------------

    Net Sales - by channel
    Direct                                             $5,908        $5,658
    Distribution                                       18,067        23,455
                                                       ------        ------
        Total net sales                               $23,975       $29,113
                                                      =======       =======

    Net Sales - by region
    America's                                          $9,912       $11,312
    Asia (including Japan)                             10,288        12,530
    Europe                                              3,775         5,271
                                                        -----         -----
        Total net sales                               $23,975       $29,113
                                                      =======       =======

    Selected Key Metrics (as defined in our Form
     10-Q and 10-K)
    --------------------------------------------
    Days sales outstanding                                 33            28
    Net sales to inventory ratio (annualized)            10.6           8.0
    Current ratio                                         3.0           1.5
    Distributor weeks of inventory                         13            13

    Other Selected Financial Metrics
    --------------------------------
    Depreciation and amortization                        $984        $1,380
    Stock based compensation                             $680        $1,126
    Capital expenditures                                 $494          $519
    Cash and cash equivalents                         $36,980       $13,560
    Long term investments                                $375        $1,300
    Cash and long term investments                    $37,355       $14,860
    Short term debt                                         -          $693
    Cash and long term investments, net of debt       $37,355       $14,168
    EBITDA, adjusted                                   $2,830       ($6,411)

SOURCE Zilog, Inc.