Filed by CSR plc Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Zoran Corporation
Commission File No: 333-173590
London, 27 July 2011
CSR PLC UNAUDITED RESULTS FOR THE SECOND QUARTER
AND HALF YEAR ENDED 1 July 2011
Gross margin increased. Strong underlying profitability in quarter.
Progress with new generation portfolio of 40nm products.
CSR plc (“CSR” and “the Company”) today reports second quarter results for the 13 weeks to 1 July 2011 and results for the first half year:
• | Second quarter and first half financial performance |
• | Revenues in Q2 of $193.9m (Q2 2010: $220.7m) in line with management guidance (H1 2011 $357.8m, H1 2010 $393.8m), |
• | Increased gross margin in Q2 under IFRS of 49.0% (Q2 2010: 47.0%), underlying gross margin of 49.8% (Q2 2010: 47.5%) reflecting business shift towards Audio & Consumer and Automotive & PND, |
• | Reduced SG&A and R&D costs in Q2 under IFRS of $81.8m (Q2 2010: $85.9m), underlying operating expenses of $72.3m (Q2 2010: $80.9m) reflecting lower litigation, IP and employee-related costs, |
• | Operating profit in Q2 under IFRS of $13.2m (Q2 2010: $17.7m), underlying operating profit of $24.2m (Q2 2010: $24.0m), (H1 2011: $9.9m, H1 2010: $22.7m), |
• | IFRS EPS in Q2 of $0.07 (Q2 2010: $0.07), underlying EPS of $0.09 (Q2 2010: $0.12) after underlying tax charge. |
• | Continued progress on new generation of products |
• | Multiple design wins for CSR µEnergy™ Bluetooth low energy solutions, |
• | Four lead customers for next-generation 40nm automotive platform and three automotive Wi-Fi wins contributing to strong Automotive & PND pipeline, |
• | Demonstrated next-generation 40nm location platform with multi-GNSS capability, |
• | Bluetooth/Wi-Fi combo chip utilizing 40nm in final stages of development. |
• | Proposed merger with Zoran Corporation on track to complete in the third quarter. |
SECOND QUARTER FINANCIAL SUMMARY | IFRS | Underlying* | ||||||||||||||||||||||
Q2 2011 | Q2 2010 | Change | Q2 2011 | Q2 2010 | Change | |||||||||||||||||||
Revenue | $193.9m | $220.7m | (12.1%) | $193.9m | $220.7m | (12.1%) | ||||||||||||||||||
Gross profit | $95.0m | $103.6m | (8.3%) | $96.6m | $105.0m | (8.0%) | ||||||||||||||||||
Gross margin | 49.0% | 47.0% | 2.0% | 49.8% | 47.5% | 2.3% | ||||||||||||||||||
R&D expenditure | $50.0m | $55.2m | (9.4%) | $47.8m | $52.3m | (8.6%) | ||||||||||||||||||
SG&A expenditure | $31.8m | $30.7m | 3.6% | $24.5m | $28.6m | (14.3%) | ||||||||||||||||||
Operating profit | $13.2m | $17.7m | (25.4%) | $24.2m | $24.0m | 0.8% | ||||||||||||||||||
Tax (credit) charge | ($0.1m) | $4.4m | ($4.5m) | $7.3m | $2.9m | $4.4m | ||||||||||||||||||
Diluted earnings per share | $0.07 | $0.07 | $0.00 | $0.09 | $0.12 | ($0.03) | ||||||||||||||||||
Net cash from operating activities | $31.0m | $24.4m | $6.6m | $31.0m | $24.4m | $6.6m | ||||||||||||||||||
HALF YEAR FINANCIAL SUMMARY | IFRS | Underlying* | ||||||||||||||||||||||
H1 2011 | H1 2010 | Change | H1 2011 | H1 2010 | Change | |||||||||||||||||||
Revenue | $357.8m | $393.8m | (9.1%) | $357.8m | $393.8m | (9.1%) | ||||||||||||||||||
Gross profit | $173.9m | $182.9m | (4.9%) | $177.0m | $185.5m | (4.6%) | ||||||||||||||||||
Gross margin | 48.6% | 46.4% | 2.2% | 49.5% | 47.1% | 2.4% | ||||||||||||||||||
R&D expenditure | $102.7m | $102.0m | 0.7% | $97.6m | $96.0m | 1.7% | ||||||||||||||||||
SG&A expenditure | $61.3m | $58.2m | 5.3% | $55.2m | $54.0m | 2.2% | ||||||||||||||||||
Operating profit | $9.9m | $22.7m | (56.4%) | $24.3m | $35.5m | (31.5%) | ||||||||||||||||||
Tax (credit) charge | ($1.0m) | $5.5m | ($6.5m) | $5.4m | $4.0m | $1.4m | ||||||||||||||||||
Diluted earnings per share | $0.05 | $0.09 | ($0.04) | $0.11 | $0.17 | ($0.06) | ||||||||||||||||||
Net cash from operating activities | $20.7m | $21.7m | ($1.0m) | $20.7m | $21.7m | ($1.0m) |
* | Underlying results are based on International Financial Reporting Standards, adjusted for amortisation of intangibles, share option charges, acquisition fees, integration & restructuring costs, litigation and patent settlement costs and the unwinding of discount on litigation settlements. Please refer to the supplementary information for a reconciliation of IFRS to underlying measures on pages 22 and 23. |
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Joep van Beurden, Chief Executive Officer, said: “Our business has been resilient in the second quarter, with underlying operating profit reflecting the strong gross margin and our lower operating expenses.
“We are delivering on our portfolio of new generation products on the 40nm node, which increases our competitiveness. During the second quarter, we demonstrated our next-generation location platform and we are in the final stages of development of our Bluetooth/Wi-Fi combo chip.
“Despite increasing economic uncertainty and weakness in some areas of the handset market, we expect our overall business to display normal seasonality in the second half of the year, as we increase our strength in the consumer and automotive markets. Our Audio & Consumer business is expecting growth particularly in the audio market where we maintain our market leadership, while our Automotive & PND businesses is expected to benefit from the lifting of capacity constraints.
“We look forward to completing our proposed merger with Zoran Corporation during the third quarter, which will bring us strategic benefits as we bring together our expertise in location and connectivity with Zoran’s strength in imaging and video.”
OUTLOOK
We expect third quarter revenues to be in the range of $200m to $220m for CSR as a standalone business, which excludes any revenues from the proposed merger with Zoran.
Notes to Financial Summary Tables
Non-GAAP Disclosure: Although International Financial Reporting Standards (“IFRS”) disclosures provide investors with an overall view of CSR’s performance, CSR also provides underlying line item disclosure. CSR believes that these underlying items (in particular, underlying gross profit, underlying gross margin, underlying cost of sales, underlying R&D expenditure, SG&A expenditure, and operating profit, operating margin, finance (expense) income, profit before tax, underlying tax, underlying profit for the period and earnings per share derived therefrom) provide additional information on underlying trends that is useful to investors. Management uses these underlying measures, along with the most directly comparable IFRS financial measures, to assess CSR’s operating performance and value creation. These underlying measures form the basis for management’s performance targets and resource allocation decisions, and are also used to determine and manage the long term growth of the business. We present and discuss these measures in order to: (a) provide consistency with the way management views the business and discuss performance with investors; (b) ensure that the measures are fully understood in the light of how CSR manages the business; (c) properly define the metrics used and confirm their calculation; (d) share the metrics with all investors at the same time; (e) improve transparency for investors; (f) assist investors in their assessment of the long-term value of CSR; and (g) assist investors in understanding management behaviour. The term “underlying” is not defined in IFRS, and may therefore not be comparable with similarly titled measures reported by other companies. Underlying measures should not be considered in isolation from, as substitutes for, or as superior measures to, IFRS measures. A reconciliation of each underlying measure to the nearest IFRS measure is provided as part of the Supplementary Information, on pages 22 and 23.
Enquiries
CSR plc | FD | |
Joep van Beurden, Chief Executive Officer | James Melville-Ross | |
Will Gardiner, Chief Financial Officer | Jon Snowball | |
Cynthia Alers, Investor Relations Director | Tel: +44 (0) 20 7831 3113 | |
Tel: +44 (0) 1223 692 000 |
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UK conference call and presentation | 9.00 am BST, 27 July 2011 | |
Location: | UBS, 1 Finsbury Avenue, London EC2M 2PP | |
Details of the live video webcast, audio call and replay: | Available on the CSR website -www.csr.com/Q2-2011 | |
North American conference call | 9.00 am EDT, 6:00 a.m. PDT, 27 July 2011 Details available on the CSR website -www.csr.com/Q2-2011 |
Notice of 2011 Capital Market Days
CSR will host a capital markets day in London on 22 September 2011 at the offices of JP Morgan Cazenove, 20 Moorgate, London EC2R 6DA and in New York on 28 September 2011 at the offices of JP Morgan, 277 Park Avenue New York, NY 10172. Details of both capital markets days will be shortly forthcoming on www.csr.com.
Operating Review
We continue to execute successfully against our strategy of diversifying our revenue base, and in the first half of 2011 our Audio & Consumer and Automotive & PND businesses increased their contribution as a share of our overall business to more than 65%. We increased our gross margin year-on-year as we move away from components towards supplying our customers with integrated platforms and systems-on-a-chip (SOC). Underlying operating profit in the second quarter reflected the strong gross margin, lower litigation and IP expenses, and lower employee-related costs.
We continue to extend our product portfolio and customer base through our development strategy and the strengthening of existing and new customer relationships, and believe that our move to the 40nm node will increase our competitiveness. During the second quarter, we demonstrated our next-generation 40nm location platform with multi Global Navigation Satellite Systems (GNSS) capability, reached the final stages of development of our Bluetooth/Wi-Fi combo chip and taped-out (meaning that, the manufacturing database has been sent to the foundry) our next-generation RF companion chip for our SOCs. We also tested our first 40nm NFC IP during the second quarter.
REVENUE BY BUSINESS | Q2 2011 | Q2 2010 | Change Q2 2011 to Q2 2010 | H1 2011 | H1 2010 | Change H1 2011 to H1 2010 | ||||||||||||||||||
Handsets | $68.2m | $89.4m | (23.7%) | $136.5m | $175.2m | (22.1%) | ||||||||||||||||||
Audio & Consumer | $69.2m | $71.2m | (2.8%) | $119.2m | $114.1m | 4.4% | ||||||||||||||||||
Automotive & PND | $56.5m | $60.1m | (6.0%) | $102.1m | $104.5m | (2.2%) | ||||||||||||||||||
Total | $193.9m | $220.7m | (12.1%) | $357.8m | $393.8m | (9.1%) |
Handset Business
Q2 2011: 35% of revenues (Q2 2010: 41% of revenues)
Second quarter revenues in Handset were $68.2m (Q2 2010: $89.4m), a decline of 24% from the comparable period last year, reflecting the continuing weakness in some areas of the handset market. Revenues for the first half of 2011 were $136.5m (H1 2010: $175.2m), a decline of 22% for the equivalent period.
During the second quarter, we secured new design wins for our CSR8000™ family and BC6 Bluetooth products in feature phones for a number of customers, including Nokia and Samsung. Our SiRFstarIV™ location product had additional design wins in smartphones and tablets from ZTE and other Asian manufacturers, and our SiRFstarIV location product with Samsung began contributing meaningful revenues during this quarter. We also introduced a Bluetooth low energy variant of our CSR8000 product for tablets and smartphones.
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Audio & Consumer Business
Q2 2011: 36% of revenues (Q2 2010: 32% of revenues)
Revenues in Audio & Consumer were $69.2m (Q2 2010: $71.2m), a decline of 3% from a strong comparable period last year. Revenues for the first half of 2011 were $119.2m (H1 2010: $114.1m), an increase of 4% over the comparable period last year.
We secured multiple new design wins for our CSR µEnergy™ Bluetooth low energy solutions (CSR1000 and CSR1001) across a number of computer mice and keyboard vendors and we anticipate that these products will support further applications in the health and fitness markets. We believe that our Bluetooth low energy products will be used in advanced TV controllers, as new controllers offer additional functionality combined with long battery life, compared to line-of-site infra-red and other RF solutions.
We maintained our market leadership position in the audio headset market and saw strong growth in stereo headsets and speaker docks, with a series of design wins for our CSR8670™ next-generation audio platform. Our 1.6 HFP Bluetooth profile was ratified during the quarter, which includes Wideband Speech (also known as HD voice) capability. We expect the market for HD voice-enabled equipment to expand rapidly, providing future revenue opportunities. We qualified the BC6145™ to this new specification as the first mass-market mono headset solution to support this new hands-free profile. We are working with a number of customers, including LG, to bring consumer products to market based on the BC6145 and expect this chip to see increased revenues in the second half of the year.
Our Harmony product, which facilitates implementation of Bluetooth into Windows, qualified with a Tier One PC customer and should begin production in the second half of 2011. A number of other PC vendors are also evaluating Harmony 2.0. Harmony 2.0 supports the CSR aptX™ HD Audio Codec along with our technologies for Bluetooth, Bluetooth low energy and Wi-Fi.
In the digital still camera (DSC) market, we saw previously announced design wins at Panasonic, Canon, and Fujifilm beginning to grow in volume during the second quarter. Cameras and camcorders are increasingly incorporating Wi-Fi in addition to location-based products.
We had design wins for our Bluetooth, GPS and Wi-Fi products with a number of Tier One tablet and netbook suppliers. We are working with our development partners to offer modules to PC and tablet makers such as Sony, MIO and Sharp.
Automotive & PND Business
Q2 2011: 29% of revenues (Q2 2010: 27% of revenues)
Revenues in Automotive & PND were $56.5m (Q2 2010: $60.1m), a decline of 6% from the comparable period last year. We moved to a second source supplier late in the second quarter, thereby relieving capacity constraints. However, we saw some weakness in Japanese vehicle production and PND sales, especially in Western markets. Revenue for the first half of 2011 was $102.1m (H1 2010: $104.5m), a decline of 2% from the same period last year.
We maintained our market leadership position in Bluetooth with our SIG (Special Interest Group) qualifications performing strongly. We had a series of design wins in all areas of the auto market, across our four technologies: Bluetooth, Wi-Fi, location and our SOC product lines. Our next generation 40nm automotive infotainment and navigation SOC has four lead customers (with a strong pipeline of potential customers) and we had three further Wi-Fi design wins, taking the total Wi-Fi designs for the division to thirteen. We also had a major design win with our SiRFatlasV SOC for a new PND platform.
During the second quarter, we introduced the SiRFstarIV GSD4e-9500 GPS engine, the first SiRFstarIV architecture GPS device optimised for the automotive industry, and shipped industrial samples of the auto-qualified CSR8311, an advanced Bluetooth HCI device that is first to deliver Bluetooth low energy and Wideband Speech with HD voice capabilities to the automotive market. In addition, we brought to market a software module for the CSR6000 family of Wi-Fi chips that makers of in-vehicle infotainment systems can use to add Wi-Fi hot spot, Wi-Fi client and Bluetooth capabilities to any vehicle. We expect these three products to contribute to revenues during 2012.
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Dividend
In respect of the 52 week period ending 30 December 2011, the Directors are declaring an interim dividend of £0.02 ($0.03) per ordinary share. The dividend will be paid on 9 September 2011 to shareholders of record on 19 August 2011. The dividend will be paid in sterling, and holders of ordinary shares will receive £0.02 per ordinary share.
The Proposed Merger With Zoran
On 17 June 2011 the Boards of Directors of CSR and Zoran Corporation (“Zoran”) announced that they had agreed revised terms for CSR’s proposed merger with Zoran that was previously announced on 21 February 2011. Completion is expected in the third quarter of 2011 and is subject to the approval of CSR and Zoran shareholders and other customary closing conditions. It will bring together our capabilities in location, connectivity and audio, with Zoran’s skills in imaging and video and will enhance the portfolio of solutions available to both companies’ customers.
Share Buyback Update
At the end of the first quarter, we entered into an agreement with a nominated advisor, whereby it continued the share buyback programme on our behalf during the close period, following the end of our first quarter. Under this agreement, it had authority to purchase shares on behalf of the Company in the market and bought back a further 2,700,400 shares for an aggregate consideration of $16.4m. The share buyback programme has now ended. In total, we have bought back 14,941,400 shares since October 2010 for an aggregate amount of $84.7m, including all costs related to the buyback.
People
Total headcount was 1,625 as at 1 July 2011 (Q1 2011: 1,613).
Litigation
As previously disclosed, intellectual property litigation is commonplace in our industry and poses risks and uncertainties that may materially and adversely affect or disrupt our business, customer relationships, expenses or results of operations. We are regularly involved in pending and threatened litigation in the course of our business and industry, which litigation may be inherently uncertain.
With respect to both existing and future litigation, we will continue vigorously to defend ourselves and/or take other steps as we believe are in the overall interests of CSR and its shareholders.
In connection with the pending merger with Zoran, as further described in CSR’s registration statement on Form F-4 as filed with the Securities and Exchange Commission, CSR was named in a number of purported class action lawsuits in the U.S., which are typical in a transaction of this nature.
CSR is defending a patent case against Bandspeed, Inc, in the U.S. District Court for the Western District of Texas. A Markman claim construction hearing took place on 8 March 2011, but the Court has not issued its Markman ruling. A trial is anticipated in the second half of 2012, although a specific trial date has not been set. Although CSR is not a party to another Bandspeed case pending in the U.S. District Court for the Eastern District of Texas, a number of defendants have requested indemnification from CSR. A trial date for this Eastern District of Texas case has been set for 1 July 2013.
In response to Bandspeed’s actions, on 1 April 2011, CSR filed a patent infringement lawsuit in the US District Court for the Central District of California against Bandspeed asserting that Bandspeed’s products infringe CSR’s patents. The case is in its early stages; discovery has not commenced and a trial date has not been set.
On 16 March 2011, Mosaid filed a patent infringement lawsuit in the US District Court for the Eastern District of Texas against thirty-three defendants, including CSR. Mosaid’s patent infringement allegations are targeted at certain of the defendants’ products embracing Wi-Fi technology. The case is in its early stages; discovery has not begun and a trial date has yet to be set.
On 22 March 2011, Azure Networks, LLC and Tri-County Excelsior Foundation filed a patent infringement lawsuit in the US District Court for the Eastern District of Texas against a number of defendants, including CSR, alleging that certain of the defendants’ products that embrace Bluetooth technology infringe Azure’s patent. The case is in its preliminary stages; discovery has not begun and a trial date is yet to be set.
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In the fourth quarter of 2010, the original sellers of NordNav Technologies AB filed for arbitration proceedings in Sweden against CSR of a potential claim in respect of a $17.5m earnout relating to that acquisition. This matter is currently scheduled for arbitration in October 2011.
No provision has been recorded for any of the cases above as cash out flow has not been deemed probable as of the date hereof.
In the first quarter of 2011, along with other wireless semiconductor companies, CSR negotiated a confidential settlement agreement with Wi-LAN to dismiss all litigation against CSR and its customers and obtain a multi-year licensing arrangement with respect to Wi-LAN’s wireless patent portfolio.
Following our legal settlement with Broadcom Corporation, announced on 11 January 2011, CSR negotiated a legal recovery of $14.5m from a third party in favour of CSR. No further recoveries in favour of CSR toward the Broadcom settlement are anticipated.
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Financial Review – Second Quarter ended 1 July 2011
IFRS | Underlying* | |||||||||||||||||||||||
SECOND QUARTER FINANCIAL SUMMARY | Q2 2011 | Q2 2010 | Change | Q2 2011 | Q2 2010 | Change | ||||||||||||||||||
Revenue | $193.9m | $220.7m | (12.1%) | $193.9m | $220.7m | (12.1%) | ||||||||||||||||||
Gross profit | $95.0m | $103.6m | (8.3%) | $96.6m | $105.0m | (8.0%) | ||||||||||||||||||
Gross margin | 49.0% | 47.0% | 2.0% | 49.8% | 47.5% | 2.3% | ||||||||||||||||||
R&D expenditure | $50.0m | $55.2m | (9.4%) | $47.8m | $52.3m | (8.6%) | ||||||||||||||||||
SG&A expenditure | $31.8m | $30.7m | 3.6% | $24.5m | $28.6m | (14.3%) | ||||||||||||||||||
Operating profit | $13.2m | $17.7m | (25.4%) | $24.2m | $24.0m | 0.8% | ||||||||||||||||||
Tax (credit) charge | ($0.1m) | $4.4m | ($4.5m) | $7.3m | $2.9m | $4.4m | ||||||||||||||||||
Diluted earnings per share | $0.07 | $0.07 | $0.00 | $0.09 | $0.12 | ($0.03) | ||||||||||||||||||
Net cash from operating activities | $31.0m | $24.4m | $6.6m | $31.0m | $24.4m | $6.6m |
Revenue
Revenue for the second quarter of $193.9m increased 18% over first quarter revenues of $163.9m due to typical seasonality and declined 12% over the comparable period last year. The majority of the decline is attributable to a 24% reduction in revenues from the Handset business and reflects weakness in some areas of this market. Revenues for the Audio & Consumer and Automotive & PND businesses were broadly stable.
Gross Profit
Gross margin under IFRS increased 2% for the second quarter, compared to 47.0% in the comparable period last year. Underlying margin similarly increased to 49.8% in the second quarter from 47.5% in the comparable period. The significant increases in gross margin reflect a continuing shift towards the higher margin Audio & Consumer and Automotive & PND businesses, which together represented 65% of our second quarter revenues, compared to 59% in the comparable period. We expect this shift in business mix to continue.
Operating Expenses
R&D expenditure under IFRS decreased by $5.2m to $50.0m in the second quarter 2011 (Q2 2010: $55.2m). R&D expenses in the second quarter 2010 were high due to a significant one-off expense of $5.9m for intellectual property purchased for our next generation of location platforms. The decrease in R&D expenditure compared to first quarter 2011 is primarily attributable to a reduction in variable employee costs.
SG&A expenditure under IFRS in the second quarter of $31.8m (Q2 2010: $30.7m) increased by $1.1m over the comparable period, due to fees related to the proposed merger with Zoran. The decrease of $4.1m in underlying SG&A expenditure over the comparable period primarily reflects reduced litigation expenses.
We continue to expect overall full year underlying operating expenses to be within our previously announced range of $305m-$315m for CSR as a standalone business (pre our proposed merger with Zoran), excluding acquisition related expenses.
Operating Profit
Operating profit under IFRS declined over the comparable period, after including fees related to our proposed merger with Zoran. Underlying operating profit for the second quarter of $24.2m was broadly flat, reflecting improved gross margins and lower expenses, which together offset the revenue decline.
Investment Income and Finance Income (expense)
Finance expense under IFRS for the second quarter includes foreign exchange losses of $0.8m (Q1 2011: gain $0.9m, Q2 2010: loss $0.6m) on non-US dollar balances, $0.6m (Q1 2011: $0.7m, Q2 2010: nil) of interest expense arising from the unwinding of the discount on the Broadcom litigation settlement and $0.3m (Q1 2011: nil, Q2 2010: nil) of revaluation losses on the close period share buyback liability. The interest expense and revaluation losses are excluded on an underlying basis.
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Tax
During the second quarter we recorded an IFRS tax credit of $0.1m. On an underlying basis, our tax charge was $7.3m. Combined with the tax credit in quarter one 2011, this drives an underlying effective tax rate for the half year of 22%. In the comparable period last year we recorded an IFRS tax charge of $4.4m and an underlying tax charge of $2.9m. Tax in 2010 benefited from lower rates for some of our subsidiaries, due to the final year of the legacy SiRF tax structure.
Due to the effects of deferred tax related to the recognition of US losses, we expect the IFRS tax charge for the full year to be approximately nil, with the underlying effective rate of around 20%, which is lower than the UK statutory rate, mainly due to R&D tax credits.
Earnings
EPS under IFRS for second quarter 2011 was $0.07, flat on second quarter 2010 and a significant increase compared to first quarter 2011 loss of $0.01. Underlying EPS was $0.09 for the second quarter 2011, a decline from $0.12 in the second quarter 2010, due to underlying tax charges and was a significant increase compared to underlying first quarter 2011 profit of $0.02.
Cash, cash equivalents, treasury deposits and investments
During the second quarter, positive working capital movements contributed to a strong operating cash generation of $31.0m (Q2 2010: $24.4m). During the quarter, we invested $7.6m in tangible and intangible fixed assets and returned a significant amount of cash to shareholders, as we paid $11.0m in respect of our maiden dividend and $22.3m as part of the share buyback programme. As a result, the total cash, cash equivalents, treasury deposits and investments declined from $400.8m to $388.4m.
Balance Sheet
Inventory balances remained consistent with the first quarter 2011, but inventory days improved from 104 days to 90 days, because of increased shipment levels. Strong second quarter cash collections in 2011 led to a 3 day reduction in days’ sales outstanding from first quarter 2011. The 35 days at the end of the second quarter represents a 6 day reduction in days’ sales outstanding over the comparable period and contributes to a Trade Receivables balance at the end of the second quarter of $97.8m (H2 2010: $105.9m).
Accounts payable remained at similar levels to the first quarter, while total liabilities declined due to the conclusion of the share buyback, which represented $32.4m of liabilities as at 1 April 2011.
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Financial Review – Half year ended 1 July 2011
IFRS | Underlying* | |||||||||||||||||||||||
HALF YEAR FINANCIAL SUMMARY | H1 2011 | H1 2010 | Change | H1 2011 | H1 2010 | Change | ||||||||||||||||||
Revenue | $357.8m | $393.8m | (9.1%) | $357.8m | $393.8m | (9.1%) | ||||||||||||||||||
Gross profit | $173.9m | $182.9m | (4.9%) | $177.0m | $185.5m | (4.6%) | ||||||||||||||||||
Gross margin | 48.6% | 46.4% | 2.2% | 49.5% | 47.1% | 2.4% | ||||||||||||||||||
R&D expenditure | $102.7m | $102.0m | 0.7% | $97.6m | $96.0m | 1.7% | ||||||||||||||||||
SG&A expenditure | $61.3m | $58.2m | 5.3% | $55.2m | $54.0m | 2.2% | ||||||||||||||||||
Operating profit (loss) | $9.9m | $22.7m | (56.4%) | $24.3m | $35.5m | (31.5%) | ||||||||||||||||||
Tax (credit) charge | ($1.0m) | $5.5m | ($6.5m) | $5.4m | $4.0m | $1.4m | ||||||||||||||||||
Diluted earnings (loss) per share | $0.05 | $0.09 | ($0.04) | $0.11 | $0.17 | ($0.06) | ||||||||||||||||||
Net cash from operating activities | $20.7m | $21.7m | ($1.0m) | $20.7m | $21.7m | ($1.0m) |
Revenue for the first half of 2011 of $357.8m declined 9% over the comparable period last year, due to a 22% reduction in revenues from the Handset business and continuing weakness in some areas of the handset market. Revenues for Audio & Consumer grew 4% over the comparable period while revenues for Automotive & PND were broadly stable.
Gross Profit
Gross margin under IFRS for the first half was 48.6%, a 2.2% increase compared to 46.4% in the comparable period last year. Underlying margin increased similarly to 49.5% in the first half of 2011 (H1 2010: 47.1%). The significant increases in gross margin reflect a continuing shift in our business towards the higher margin Audio & Consumer and Automotive & PND businesses, which together represented 62% of our first half 2011 revenues, compared to 55% in the comparable period.
Operating Expenses
R&D expenditure under IFRS, and on an underlying basis, remained at a similar level to the comparable period of last year. Increased headcount costs and engineering expenses related to new products in development during the first half of the year, offset the significant one-off expense of $5.9m during the comparable period in respect of IP purchased for our next generation of location platforms.
SG&A expenditure under IFRS increased by $3.1m to $61.3m in the first half 2011 (H1 2010: $58.2m). The benefit of litigation income of $14.5m was more than offset by $11.0m of fees related to the proposed merger with Zoran and $6.0m of patent litigation settlement costs
Operating Profit
Operating profit under IFRS declined in the first half of 2011 over the comparable period last year, reflecting the decline in revenue and the net increase in SG&A as described above.
Underlying operating profit in the first half of 2011 of $24.3m (H1 2011: $35.5m) declined over the comparable period last year, primarily as the 2.4% improvement in gross margin did not fully offset the revenue decline.
Investment income and Finance income (expense)
In the first half of 2011, finance expense under IFRS increased over the comparable period last year, primarily due to the unwinding of discount on the Broadcom litigation settlement of $1.3m and revaluation losses on the close period share buyback liability of $0.3m. The unwinding of discount and revaluation losses are both excluded from our underlying results.
Tax
During the first half of 2011 we recorded a tax credit under IFRS of $1.0m, as a result of the recognition of deferred tax benefits. On an underlying basis, our tax charge was $5.4m, reflecting an underlying effective tax rate of 22%.
In the first half of 2010 we recorded a tax charge of $5.5m under IFRS. The underlying tax charge was $4.0m.
Earnings
EPS for the first half of 2011 is $0.05 (H1 2010: $0.09), a decrease from the first half of 2010. Underlying EPS declined in line with lower underlying operating profit.
9
Cash, cash equivalents, treasury deposits and investments
During the first half of 2011, cash generated from operations of $21.4m was consistent with $22.2m in the first half of 2010. During the period, we returned $11.0m to shareholders through our maiden dividend and a further $47.5m as part of the share buyback programme. As a result total cash, cash equivalents, treasury deposits and investments declined from $440.1m to $388.4m.
Risks and uncertainties
The Board reported on the principal risks and uncertainties faced by the Group in the Annual Report and Financial Statements for the 52 weeks ended 31 December 2010. A detailed explanation can be found on pages 34 to 41 of the Annual Report and Financial Statements which is available on CSR’s website atwww.csr.com:
A summary of the nature of the risks faced by the Group, based on previous disclosures are
• | Risks related to the company, including the business model, products, including product development and design cycle, technological risk, strategic, commercial, customer, supplier, operational, financial, compliance, IP and litigation related risks. |
• | Risks related to the industry, including economic factors, seasonality and cyclicality, foreign currency, technology, regulatory, competition and political stability related risks. |
• | Other risks related to owning CSR ordinary shares. |
A review of the principal risks and uncertainties has been conducted and in the view of the Board, there have not been any changes to the fundamental nature of these risks since the previous Annual Report and Financial Statements was issued and these principal risks and uncertainties are equally applicable to the remaining 26 weeks of the current financial period.
Responsibility statement
We confirm that to the best of our knowledge:
(a) | the condensed set of financial statements has been prepared in accordance with IAS 34 ‘Interim Financial Reporting’; |
(b) | the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the period); and |
(c) | the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties’ transactions and changes therein). |
By order of the Board
Chief Executive Officer | Chief Financial Officer | |||
Joep van Beurden | Will Gardiner |
10
Cautionary Note Regarding Forward Looking Statements
This release contains certain statements (including, statements concerning plans and objectives of management for future operations or performance, or assumptions related thereto) that are ‘forward looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995 in relation to the future financial and operating performance and outlook of CSR and Zoran Corporation (together such companies and their subsidiaries, the “Combined Group”) , as well as other future events and their potential effects on CSR and the Combined Group. These forward-looking statements can be identified by words such as ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’, ‘intends’, ‘may’, ‘will’, ‘plans’, ‘should’ and other similar expressions, including statements relating to: expected developments in our product portfolio, expected revenues, expected annualised operating costs savings, expected future cash generation, expected future design wins and increase in market share, expected incorporation of our products in those of our customers, adoption of new technologies, the expectation of volume shipments of our products, opportunities in our industry and our ability to take advantage of those opportunities, the potential success to be derived from strategic partnerships, the potential impact of capacity constraints, the effect of our financial performance on our share price, the impact of government regulation, expected performance against adverse economic conditions, the expected benefits of the contemplated transaction with Zoran Corporation, including the expected cost, revenue, technology and other synergies from the transaction, the expected impact of the transaction for customers and end-users, business and management strategies and the expansion and growth of CSR’s and the Combined Group’s operations, potential synergies and potential savings resulting from the transaction with the Zoran Corporation, and other expectations and beliefs of our management.
All forward looking statements are based upon numerous assumptions regarding CSR’s and the Combined Group’s business strategies and the environment in which CSR and the Combined Group will operate and therefore involve a number of known and unknown risks, contingencies, uncertainties and other factors, many of which are beyond the control of CSR and the Combined Group.
Actual results and developments could differ materially from those expressed or implied by these forward looking statements as a result of numerous risks and uncertainties. These factors include, but are not limited to: the ability to obtain governmental approvals of the transaction with Zoran Corporation or to satisfy other conditions to such transaction on the proposed terms and timeframe; the possibility that the transaction with Zoran Corporation does not close when expected or at all, or that the companies may be required to modify aspects of the transaction to achieve regulatory approval; the ability to realize the expected synergies or savings from the transaction in the amounts or in the timeframe anticipated; the potential harm to customer, supplier, employee and other relationships caused by the announcement or closing of the transaction; the ability to integrate Zoran’s businesses into those of CSR’s in a timely and cost-efficient manner; the development of the markets for Zoran’s and CSR’s products; the Combined Group’s ability to develop and market products containing the respective technologies of Zoran and CSR in a timely and cost-effective manner; a continuing or worsening economic downturn, which could reduce demand for consumer products; risks associated with securing sufficient capacity from the third-parties that manufacture, assemble and test CSR’s and the Combined Group’s products and other risks relating to CSR’s and the Combined Group’s fabless business model; declines in the average selling prices of CSR’s and the Combined Group’s products; risks associated with existing or future litigation; costs associated with the development of new products in response to market demand; errors or failures in the hardware or software components of CSR’s and the Combined Group’s products; cancellation of existing orders or the failure to secure new orders; risks associated with acquiring and protecting intellectual property; risks relating to forecasting consumer demand for and market acceptance of CSR’s and the Combined Group’s products and the products that use CSR’s and the Combined Group’s products; increased expenses associated with new product introductions, masks, or process changes; yields that CSR’s and the Combined Group’s subcontractors achieve with respect to CSR’s and the Combined Group’s products; the cyclicality of the semiconductor industry; the potential for disruption in the supply of wafers or assembly or testing services due to changes in business conditions, natural disasters, terrorist activities, public health concerns or other factors; CSR’s and the Combined Group’s ability to manage past and future acquisitions; CSR’s and the Combined Group’s ability to protect its intellectual property; CSR’s and the Combined Group’s ability to attract and retain key personnel, including engineers and technical personnel; the difficulty in predicting future results; and other risks and uncertainties discussed in our latest Annual Report.
Each forward looking statement speaks only as of the date hereof. CSR does not undertake to release publicly any updates or revisions to any forward looking statements contained herein, otherwise than required by law.
11
Condensed consolidated income statement
Note | Q2 2011 | Q2 2010 | Q1 2011 | H1 2011 | H1 2010 | |||||||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (reviewed) | (reviewed) | ||||||||||||||||||||
$’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||||||
Revenue | 193,940 | 220,724 | 163,876 | 357,816 | 393,750 | |||||||||||||||||||
Cost of sales | (98,915) | (117,092) | (84,960) | (183,875) | (210,897) | |||||||||||||||||||
Gross profit | 95,025 | 103,632 | 78,916 | 173,941 | 182,853 | |||||||||||||||||||
Research and development costs | (49,999) | (55,190) | (52,737) | (102,736) | (101,953) | |||||||||||||||||||
Selling, general and administrative expenses | (31,832) | (30,698) | (29,452) | (61,284) | (58,213) | |||||||||||||||||||
Operating profit (loss) | 13,194 | 17,744 | (3,273) | 9,921 | 22,687 | |||||||||||||||||||
Investment income | 112 | 263 | 180 | 292 | 420 | |||||||||||||||||||
Finance (expense) income | (1,976) | (221) | 236 | (1,740) | (968) | |||||||||||||||||||
Profit (loss) before tax | 11,330 | 17,786 | (2,857) | 8,473 | 22,139 | |||||||||||||||||||
Tax | 107 | (4,447) | 876 | 983 | (5,533) | |||||||||||||||||||
Profit (loss) for the period | 11,437 | 13,339 | (1,981) | 9,456 | 16,606 | |||||||||||||||||||
Earnings (loss) per share | $ | $ | $ | $ | $ | |||||||||||||||||||
Basic | 5 | 0.07 | 0.07 | (0.01) | 0.06 | 0.09 | ||||||||||||||||||
Diluted | 5 | 0.07 | 0.07 | (0.01) | 0.05 | 0.09 |
Condensed consolidated statement of comprehensive income
Q2 2011 | Q2 2010 | Q1 2011 | H1 2011 | H1 2010 | ||||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (reviewed) | (reviewed) | ||||||||||||||||
$’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||
Profit (loss) for the period | 11,437 | 13,339 | (1,981) | 9,456 | 16,606 | |||||||||||||||
Other comprehensive income | ||||||||||||||||||||
Gain (loss) on cash flow hedges | 265 | (1,749) | 4,059 | 4,324 | (7,562) | |||||||||||||||
Net tax on cash flow hedges in equity | (69) | 490 | (1,055) | (1,124) | 2,118 | |||||||||||||||
Transferred to income statement in respect of cash flow hedges | (1,846) | 1,147 | (593) | (2,439) | (62) | |||||||||||||||
Tax on items transferred from equity | 480 | (321) | 154 | 634 | 18 | |||||||||||||||
Total comprehensive income for the period | 10,267 | 12,906 | 584 | 10,851 | 11,118 | |||||||||||||||
12
Condensed consolidated balance sheet
1 July 2011 | 31 December 2010 | |||||||
(reviewed) | (audited) | |||||||
$’000 | $’000 | |||||||
Non-current assets | ||||||||
Goodwill | 224,651 | 224,651 | ||||||
Other intangible assets | 44,264 | 36,070 | ||||||
Property, plant and equipment | 28,385 | 28,354 | ||||||
Investment | 3,500 | 1,000 | ||||||
Deferred tax asset | 28,500 | 28,116 | ||||||
329,300 | 318,191 | |||||||
Current assets | ||||||||
Inventory | 95,681 | 85,306 | ||||||
Derivative financial instruments | 3,383 | 1,870 | ||||||
Trade and other receivables | 97,752 | 105,887 | ||||||
Corporation tax debtor | 8,155 | 6,728 | ||||||
Treasury deposits and investments | 135,929 | 267,833 | ||||||
Cash and cash equivalents | 252,429 | 172,315 | ||||||
593,329 | 639,939 | |||||||
Total assets | 922,629 | 958,130 | ||||||
Current liabilities | ||||||||
Trade and other payables | 123,564 | 125,223 | ||||||
Current tax liabilities | 2,503 | 2,852 | ||||||
Obligations under finance leases | 126 | 51 | ||||||
Derivative financial instruments | 8 | 899 | ||||||
Provisions | 4,060 | 5,602 | ||||||
Contingent consideration | 1,593 | — | ||||||
131,854 | 134,627 | |||||||
Net current assets | 461,475 | 505,312 | ||||||
Non-current liabilities | ||||||||
Long term accruals | 55,750 | 45,694 | ||||||
Contingent consideration | — | 1,567 | ||||||
Long-term provisions | 1,737 | 1,483 | ||||||
Obligations under finance leases | 126 | 195 | ||||||
57,613 | 48,939 | |||||||
Total liabilities | 189,467 | 183,566 | ||||||
Net assets | 733,162 | 774,564 | ||||||
Equity | ||||||||
Share capital | 323 | 322 | ||||||
Share premium account | 369,778 | 368,615 | ||||||
Capital redemption reserve | 950 | 950 | ||||||
Merger reserve | 61,574 | 61,574 | ||||||
Employee Benefit Trust Reserve | (34,862) | (39,064) | ||||||
Treasury shares | (84,660) | (37,487) | ||||||
Hedging reserve | 3,008 | 1,123 | ||||||
Share based payment reserve | 62,174 | 58,038 | ||||||
Tax reserve | 40,877 | 41,641 | ||||||
Retained earnings | 314,000 | 318,852 | ||||||
Total equity | 733,162 | 774,564 | ||||||
13
Condensed consolidated statement of changes in equity
Called-up share capital | Share premium account | Capital Reserve | Merger reserve | Employee Benefit Trust Reserve | Treasury shares | Hedging reserve | Share- based payment reserve | Tax reserve | Retained earnings | Total | ||||||||||||||||||||||||||||||||||
$’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||||||||||||||||||||
At 31 December 2010 | 322 | 368,615 | 950 | 61,574 | (39,064) | (37,487) | 1,123 | 58,038 | 41,641 | 318,852 | 774,564 | |||||||||||||||||||||||||||||||||
Profit for the period | — | — | — | — | — | — | — | — | — | 9,456 | 9,456 | |||||||||||||||||||||||||||||||||
Other comprehensive income (loss) for the period | — | — | — | — | — | — | 1,885 | — | (490) | — | 1,395 | |||||||||||||||||||||||||||||||||
Total comprehensive income (loss) for the period | — | — | — | — | — | — | 1,885 | — | (490) | 9,456 | 10,851 | |||||||||||||||||||||||||||||||||
Share issues | 1 | 1,163 | — | — | — | — | — | — | — | — | 1,164 | |||||||||||||||||||||||||||||||||
Shares issued from Employee Benefit Trust | — | — | — | — | 4,202 | — | — | — | — | (3,335) | 867 | |||||||||||||||||||||||||||||||||
Purchase of Treasury Shares | — | — | — | — | — | (47,173) | — | — | — | — | (47,173) | |||||||||||||||||||||||||||||||||
Credit to equity for equity-settled share-based payments | — | — | — | — | — | — | — | 4,136 | — | — | 4,136 | |||||||||||||||||||||||||||||||||
Deferred tax benefit on share option gains | — | — | — | — | — | — | — | — | (274) | — | (274) | |||||||||||||||||||||||||||||||||
Equity dividends issued to shareholders | — | — | — | — | — | — | — | — | — | (10,973) | (10,973) | |||||||||||||||||||||||||||||||||
At 1 July 2011 | 323 | 369,778 | 950 | 61,574 | (34,862) | (84,660) | 3,008 | 62,174 | 40,877 | 314,000 | 733,162 | |||||||||||||||||||||||||||||||||
Called-up share capital | Share premium account | Capital Reserve | Merger reserve | Employee Benefit Trust Reserve | Hedging reserve | Share- based payment reserve | Tax reserve | Retained earnings | Total | |||||||||||||||||||||||||||||||
$’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | |||||||||||||||||||||||||||||||
At 1 January 2010 | 318 | 363,032 | 950 | 61,574 | (40,224) | 3,505 | 48,446 | 33,433 | 303,077 | 774,111 | ||||||||||||||||||||||||||||||
Profit for the period | — | — | — | — | — | — | — | — | 16,606 | 16,606 | ||||||||||||||||||||||||||||||
Other comprehensive (loss) income for the period | — | — | — | — | — | (7,624) | — | 2,136 | — | (5,488) | ||||||||||||||||||||||||||||||
Total comprehensive (loss) income for the period | — | — | — | — | — | (7,624) | — | 2,136 | 16,606 | 11,118 | ||||||||||||||||||||||||||||||
Share issues | 3 | 4,501 | — | — | — | — | — | — | — | 4,504 | ||||||||||||||||||||||||||||||
Credit to equity for equity-settled share-based payments | — | — | — | — | — | — | 5,905 | — | — | 5,905 | ||||||||||||||||||||||||||||||
Current tax benefit taken directly to equity on share option gains | — | — | — | — | — | — | — | 8,739 | — | 8,739 | ||||||||||||||||||||||||||||||
Deferred tax benefit on share option gains | — | — | — | — | — | — | — | 1,095 | — | 1,095 | ||||||||||||||||||||||||||||||
At 2 July 2010 | 321 | 367,533 | 950 | 61,574 | (40,224) | (4,119) | 54,351 | 45,403 | 319,683 | 805,472 | ||||||||||||||||||||||||||||||
14
Condensed consolidated cash flow statement
Q2 2011 | Q2 2010 | Q1 2011 | H1 2011 | H1 2010 | ||||||||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (reviewed) | (reviewed) | ||||||||||||||||||||
Note | $’000 | $’000 | $’000 | $’000 | $’000 | |||||||||||||||||||
Net cash inflow (outflow) from operating activities | 6 | 31,003 | 24,428 | (10,301) | 20,702 | 21,715 | ||||||||||||||||||
Investing activities | ||||||||||||||||||||||||
Interest received | 223 | 230 | 89 | 312 | 401 | |||||||||||||||||||
Purchase of treasury deposits | (11,610) | (179,178) | (48,280) | (59,890) | (395,127) | |||||||||||||||||||
Sales of treasury deposits | 105,319 | 169,167 | 86,475 | 191,794 | 357,883 | |||||||||||||||||||
Purchases of property, plant and equipment | (4,415) | (2,433) | (5,670) | (10,085) | (4,025) | |||||||||||||||||||
Purchases of intangible assets | (3,218) | (1,631) | (648) | (3,866) | (4,905) | |||||||||||||||||||
Purchase of investment | (2,500) | — | — | (2,500) | — | |||||||||||||||||||
Net cash from (used in) investing activities | 83,799 | (13,845) | 31,966 | 115,765 | (45,773) | |||||||||||||||||||
Financing activities | ||||||||||||||||||||||||
Proceeds on issue of shares | 136 | 935 | 1,024 | 1,160 | 4,578 | |||||||||||||||||||
Proceeds on issue of shares from Employee Benefit trust | 646 | — | 228 | 874 | — | |||||||||||||||||||
Purchase of treasury shares | (22,325) | — | (25,186) | (47,511) | — | |||||||||||||||||||
Equity dividends issued to shareholders | (10,973) | — | — | (10,973) | — | |||||||||||||||||||
Net cash (used in) from financing activities | (32,516) | 935 | (23,934) | (56,450) | 4,578 | |||||||||||||||||||
Net increase (decrease) in cash and cash equivalents | 82,286 | 11,518 | (2,269) | 80,017 | (19,480) | |||||||||||||||||||
Cash and cash equivalents at beginning of period | 170,983 | 139,140 | 172,315 | 172,315 | 170,601 | |||||||||||||||||||
Effect of foreign exchange rate changes | (840) | (565) | 937 | 97 | (1,028) | |||||||||||||||||||
Cash and cash equivalents at end of period | 252,429 | 150,093 | 170,983 | 252,429 | 150,093 | |||||||||||||||||||
15
Notes
1. | Basis of preparation and accounting policies |
The annual financial statements of CSR plc are prepared in accordance with IFRSs, as adopted by the European Union and as issued by the International Accounting Standards Board (‘IASB’). The condensed set of financial statements included in this half-yearly financial report have been prepared in accordance with International Accounting Standard 34 ‘Interim Financial Reporting’ (‘IAS 34’), as adopted by the European Union and as issued by the IASB. The financial information in this statement has been prepared under the same accounting policies as the statutory accounts for the 52 weeks ended 31 December 2010.
The annual financial statements of CSR plc are prepared in accordance with IFRSs, as adopted by the European Union and as issued by the International Accounting Standards Board (‘IASB’). The directors approved the issuance of the financial statements for the 52 weeks ended 31 December 2010 on 8 February 2011.
The financial information contained in this statement does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the 52 weeks ended 31 December 2010 are available on CSR’s website at www.csr.com and have been filed with the Registrar of Companies. The auditor’s reports on the accounts for the 52 weeks ended 31 December 2010 were unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under section 498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation.
Whilst the financial information included in this announcement has been prepared in accordance with the recognition and measurement criteria of IFRSs, this announcement does not contain itself sufficient information to comply with IFRSs.
The financial information for the quarters Q2 2011, Q1 2011 and Q2 2010 is unaudited. The financial information for the 26 weeks ended 1 July 2011 (identified as being reviewed) is the subject of the independent auditor’s review report. The financial information for the 26 weeks ended 2 July 2010 was previously the subject of an independent auditor’s review report.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with IFRS as issued by the IASB and as adopted by the European Union have been condensed or omitted as permitted by IAS 34. The 1 January 2010 balance sheet was derived from audited financial statements but does not include all disclosures required by IFRS as issued by the IASB and as adopted by the European Union. However, the Company believes that the disclosures are adequate to make the information presented not misleading.
The dates for the financial periods referred to are as follows:
Period | Duration | Dates | ||
Q2 2011 | 13 weeks | 2 April 2011 to 1 July 2011 | ||
H1 2011 | 26 weeks | 1 January 2011 to 1 July 2011 | ||
Q1 2011 | 13 weeks | 1 January 2011 to 1 April 2011 | ||
Q2 2010 | 13 weeks | 3 April 2010 to 2 July 2010 | ||
H1 2010 | 26 weeks | 2 January 2010 to 2 July 2010 |
2. | Going Concern |
The financial statements have been prepared on the going concern basis.
The Group’s business activities and financial performance in the period under review are discussed on pages 1 to 6. A detailed explanation of the risk and uncertainties faced by the Group can be found on pages 34 to 41 of the Annual Report and Financial Statements which is available on CSR’s website atwww.csr.com and a description of the assessment of risk by the Group is given on page 67.
The directors have given consideration to the results of the current period, future cash forecasts and revenue projections based on prudent market data. The Group has adequate financial resources and a robust policy towards treasury risk and cash flow management and as a consequence, the directors believe the Group is well placed to manage its business risks successfully
After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of this report, and accordingly they continue to adopt the going concern basis.
16
3. | Changes in share capital |
In Q2 2011 270,414 new ordinary shares were issued for employee option exercises. Consideration was $24,716 at a premium of $24,261. In addition, 243,373 ordinary shares were issued from the Employee Benefit Trust in Q2 2011 to satisfy employee option exercises.
During Q2 2011, CSR plc purchased 2,700,400 ordinary shares, all of which were held in treasury at 1 July 2011.
During H1 2011 445,577 new ordinary shares were issued for employee option exercises. Consideration was $1,183,716 at a premium of $1,182,261. In addition, 600,334 ordinary shares were issued from the Employee Benefit Trust in H1 2011 to satisfy employee option exercises.
During H1 2011, CSR plc purchased 7,796,400 ordinary shares, all of which were held in treasury at 1 July 2011.
As at 1 July 2011, there were 170,596,300 shares in issue. This figure is after adjusting for 14,941,400 ordinary shares held by CSR plc in treasury.
4. | Amortisation of acquired intangibles |
Q2 2011 | Q2 2010 | Q1 2011 | H1 2011 | H1 2010 | ||||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (reviewed) | (reviewed) | ||||||||||||||||
$’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||
Included within: | ||||||||||||||||||||
Cost of sales | 1,527 | 1,321 | 1,527 | 3,054 | 2,642 | |||||||||||||||
Research and development costs | 1,212 | 1,281 | 1,213 | 2,425 | 2,567 | |||||||||||||||
Selling, general and administrative expenses | 893 | 844 | 915 | 1,808 | 1,688 | |||||||||||||||
Amortisation of acquired intangibles | 3,632 | 3,446 | 3,655 | 7,287 | 6,897 | |||||||||||||||
Amortisation of intangibles recorded in cost of sales relates to the sales of certain products containing acquired intangible assets, sales of which started in 2010. Amortisation of acquired intangibles not yet utilised in products being sold is recognised within Research and Development costs.
5. | Earnings (loss) per ordinary share |
The calculation of earnings (loss) per share is based upon the profit (loss) for the period after taxation (see income statement) and the weighted average number of shares in issue during the period.
The diluted weighted average number of shares differs from the weighted average number of shares due to the dilutive effect of share options.
Period | Weighted Average Number of Shares | Diluted Weighted Average Number of Shares* | ||||||
Q2 2011 | 166,632,163 | 169,572,041 | ||||||
Q2 2010 | 179,394,867 | 182,907,676 | ||||||
Q1 2011 | 172,387,300 | 175,360,161 | ||||||
H1 2011 | 169,709,731 | 172,177,856 | ||||||
H1 2010 | 178,735,692 | 182,771,785 |
*Share | options are only treated as dilutive where the result after taxation is a profit. |
Refer to the supplementary information for a reconciliation between IFRS and underlying measures of diluted earnings per share.
17
6. | Reconciliation of net profit (loss) to net cash from operating activities |
Q2 2011 | Q2 2010 | Q1 2011 | H1 2011 | H1 2010 | ||||||||||||||||
(unaudited) | (unaudited) | (unaudited) | (reviewed) | (reviewed) | ||||||||||||||||
$’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||
Net profit (loss) | 11,437 | 13,339 | (1,981) | 9,456 | 16,606 | |||||||||||||||
Adjustments for: | ||||||||||||||||||||
Investment income | (112) | (263) | (180) | (292) | (420) | |||||||||||||||
Finance costs (income) | 1,976 | 221 | (236) | 1,740 | 968 | |||||||||||||||
Income tax (credit) expense | (107) | 4,447 | (876) | (983) | 5,533 | |||||||||||||||
Changes in fair value of investments | 309 | 442 | — | 309 | 442 | |||||||||||||||
Amortisation of intangible assets | 5,566 | 4,210 | 4,893 | 10,459 | 8,641 | |||||||||||||||
Depreciation of property, plant and equipment | 5,058 | 4,916 | 4,478 | 9,536 | 10,013 | |||||||||||||||
Loss on disposal of property, plant and equipment and intangible fixed assets | 22 | 124 | — | 22 | 140 | |||||||||||||||
Share option charges | 1,215 | 2,829 | 2,921 | 4,136 | 5,922 | |||||||||||||||
(Decrease) increase in provisions | (1,349) | (623) | 60 | (1,289) | (1,365) | |||||||||||||||
Operating cash flows before movements in working capital | 24,015 | 29,642 | 9,079 | 33,094 | 46,480 | |||||||||||||||
Increase in inventories | (303) | (5,713) | (10,072) | (10,375) | (18,533) | |||||||||||||||
Decrease (increase) in receivables | 11,769 | (3,544) | (3,747) | 8,022 | (13,847) | |||||||||||||||
(Decrease) increase in payables | (4,359) | 4,084 | (4,938) | (9,297) | 8,148 | |||||||||||||||
Cash generated (used) by operations | 31,122 | 24,469 | (9,678) | 21,444 | 22,248 | |||||||||||||||
Foreign tax paid | (35) | (228) | (503) | (538) | (603) | |||||||||||||||
Interest paid | (84) | (108) | (120) | (204) | (225) | |||||||||||||||
R&D tax credit received | — | 295 | — | — | 295 | |||||||||||||||
Net cash inflow (outflow) from operating activities | 31,003 | 24,428 | (10,301) | 20,702 | 21,715 | |||||||||||||||
18
7. | Contingent Liabilities |
Other than as discussed in the litigation section of the operating review on pages 5 and 6, there are no other contingent liabilities.
8. | Taxation |
Tax for the 26 week period is credited at 11.6% (26 weeks ended 2 July 2010: 25.0%) representing the best estimate of the average annual effective tax rate expected for the full year, applied to the pre-tax income for the 26 week period.
9. | Dividends |
Amounts recognised as Equity dividends issued to shareholders were $10,973,000. The proposed interim dividend for the 26 week period ended 1 July 2011 is $0.03 per share.
The proposed interim dividend of $0.03 per share was approved by the Board subsequent to 1 July 2011 and has not been included as a liability as of 1 July 2011.
10. | Segmental reporting |
The Group’s reportable segments under IFRS8 Operating Segments are as follows:
Handset Business Unit (HBU) | Mobile handsets | |
Audio and Consumer Business Unit (ACBU) | Headsets, PC, and Consumer applications | |
Automotive and PND (APBU) | Automotive and Personal Navigation Device (PND) applications |
Segment revenues and results
Management uses non-GAAP (denoted as ‘underlying’) measures, along with the most directly comparable IFRS financial measures, to assess CSR’s operating performance and value creation. These underlying measures form the basis for management’s performance targets and resource allocation decisions and have therefore been presented as part of Segmental Reporting disclosures.
There was no inter-segmental revenue in any of the periods shown.
The following is an analysis of the Group’s revenue and results by reportable segment in the 26 weeks ended 1 July 2011:
26 weeks ending 1 July, 2011 | HBU | ACBU | APBU | Unallocated | Consolidated | |||||||||||||||
$’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||
Revenue | ||||||||||||||||||||
Total segment revenue | 136,496 | 119,234 | 102,086 | — | 357,816 | |||||||||||||||
Result | ||||||||||||||||||||
Underlying operating (loss) profit | (15,145) | 23,670 | 15,757 | — | 24,282 | |||||||||||||||
Share-based payment charges | (4,594) | (4,594) | ||||||||||||||||||
Amortisation of acquired intangible assets | (7,287) | (7,287) | ||||||||||||||||||
Integration and restructuring | (2,053) | (2,053) | ||||||||||||||||||
Acquisition-related fees | (8,959) | (8,959) | ||||||||||||||||||
Litigation settlement income | 14,532 | 14,532 | ||||||||||||||||||
Litigation settlement | (6,000) | (6,000) | ||||||||||||||||||
Operating profit | 9,921 | |||||||||||||||||||
Investment income | 292 | |||||||||||||||||||
Finance costs | (1,740) | |||||||||||||||||||
Profit before tax | 8,473 | |||||||||||||||||||
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10. | Segmental reporting (continued) |
26 weeks ending 2 July, 2010 | HBU | ACBU | APBU | Unallocated | Consolidated | |||||||||||||||
$’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||
Revenue | ||||||||||||||||||||
Total segment revenue | 175,178 | 114,051 | 104,521 | — | 393,750 | |||||||||||||||
Result | ||||||||||||||||||||
Underlying operating (loss) profit | (15,517) | 27,269 | 23,754 | — | 35,506 | |||||||||||||||
Share-based payment charges | (5,922) | (5,922) | ||||||||||||||||||
Amortisation of acquired intangible assets | (6,897) | (6,897) | ||||||||||||||||||
Operating profit | 22,687 | |||||||||||||||||||
Investment income | 420 | |||||||||||||||||||
Finance costs | (968) | |||||||||||||||||||
Profit before tax | 22,139 | |||||||||||||||||||
11. | Related party transactions |
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. There have been no material changes in the type of related party transactions described in the last annual report.
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Supplementary information
Non-GAAP Disclosure
Summary income statement – Underlying results
Q2 2011 (unaudited) | Q2 2010 (unaudited) | Q1 2011 (unaudited) | H1 2011 (unaudited) | H1 2010 (unaudited) | ||||||||||||||||
Underlying | Underlying | Underlying | Underlying | Underlying | ||||||||||||||||
$’000 | $’000 | $’000 | $’000 | $’000 | ||||||||||||||||
Revenue | 193,940 | 220,724 | 163,876 | 357,816 | 393,750 | |||||||||||||||
Underlying cost of sales | (97,388) | (115,771) | (83,433) | (180,821) | (208,255) | |||||||||||||||
Underlying gross profit | 96,552 | 104,953 | 80,443 | 176,995 | 185,495 | |||||||||||||||
Underlying research and development | (47,845) | (52,322) | (49,708) | (97,553) | (96,036) | |||||||||||||||
Underlying selling, general and administrative | (24,470) | (28,612) | (30,690) | (55,160) | (53,953) | |||||||||||||||
Underlying Operating profit | 24,237 | 24,019 | 45 | 24,282 | 35,506 | |||||||||||||||
Investment income | 112 | 263 | 852 | 964 | 420 | |||||||||||||||
Underlying finance(expense) income | (995) | (221) | 236 | (759) | (968) | |||||||||||||||
Underlying profit before tax | 23,354 | 24,061 | 1,133 | 24,487 | 34,958 | |||||||||||||||
Underlying tax | (7,272) | (2,880) | 1,915 | (5,357) | (3,966) | |||||||||||||||
Underlying profit for the period | 16,082 | 21,181 | 3,048 | 19,130 | 30,992 | |||||||||||||||
Diluted share count | 169,572,041 | 182,907,676 | 175,360,161 | 172,177,856 | 182,771,785 | |||||||||||||||
Underlying Earnings per share | $ | $ | $ | $ | $ | |||||||||||||||
Diluted | 0.09 | 0.12 | 0.02 | 0.11 | 0.17 |
21
Reconciliation of IFRS results to underlying measures
Q2 2011 | Gross Profit | Gross Margin | R & D Expense | SG & A Expense | Operating profit | Profit b/f tax | Taxation | Net Profit | Diluted EPS | |||||||||||||||||||||||||||
$’000 | % | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $ | ||||||||||||||||||||||||||||
IFRS | 95,025 | 49.0 | (49,999) | (31,832) | 13,194 | 11,330 | 107 | 11,437 | 0.07 | |||||||||||||||||||||||||||
Amortisation of intangibles | 1,527 | 0.8 | 1,212 | 893 | 3,632 | 3,632 | (1,276) | 2,356 | 0.01 | |||||||||||||||||||||||||||
Share option charges | — | — | 942 | 360 | 1,302 | 1,302 | (111) | 1,191 | 0.01 | |||||||||||||||||||||||||||
Acquisition fees | — | — | — | 4,924 | 4,924 | 4,924 | 460 | 5,384 | 0.03 | |||||||||||||||||||||||||||
Integration and restructuring | — | — | — | 1,185 | 1,185 | 1,185 | (314) | 871 | 0.01 | |||||||||||||||||||||||||||
Unwinding of discount on litigation settlements | — | — | — | — | — | 643 | (168) | 475 | 0.00 | |||||||||||||||||||||||||||
Recognition of tax losses brought forward | — | — | — | — | — | — | (5,970) | (5,970) | (0.04) | |||||||||||||||||||||||||||
Loss on close period share buyback | — | — | — | — | — | 338 | — | 338 | 0.00 | |||||||||||||||||||||||||||
Underlying | 96,552 | 49.8 | (47,845) | (24,470) | 24,237 | 23,354 | (7,272) | 16,082 | 0.09 | |||||||||||||||||||||||||||
Q2 2010 | Gross Profit | Gross Margin | R & D Expense | SG & A Expense | Operating profit | Profit b/f tax | Taxation | Net Profit | Diluted EPS | |||||||||||||||||||||||||||
$’000 | % | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $ | ||||||||||||||||||||||||||||
IFRS | 103,632 | 47.0 | (55,190) | (30,698) | 17,744 | 17,786 | (4,447) | 13,339 | 0.07 | |||||||||||||||||||||||||||
Amortisation of intangibles | 1,321 | 0.5 | 1,281 | 844 | 3,446 | 3,446 | — | 3,446 | 0.02 | |||||||||||||||||||||||||||
Share option charges | — | — | 1,587 | 1,242 | 2,829 | 2,829 | 1,567 | 4,396 | 0.03 | |||||||||||||||||||||||||||
Underlying | 104,953 | 47.5 | (52,322) | (28,612) | 24,019 | 24,061 | (2,880) | 21,181 | 0.12 | |||||||||||||||||||||||||||
Q1 2011 | Gross Profit | Gross Margin | R&D Expense | SG&A Expense | Operating (loss) profit | (Loss) profit before tax | Taxation | Net Profit | Diluted EPS | |||||||||||||||||||||||||||
$’000 | % | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $ | ||||||||||||||||||||||||||||
IFRS | 78,916 | 48.2 | (52,737) | (29,452) | (3,273) | (2,857) | 876 | (1,981) | (0.01) | |||||||||||||||||||||||||||
Amortisation of intangibles | 1,527 | 0.9 | 1,213 | 915 | 3,655 | 3,655 | (1,707) | 1,948 | 0.01 | |||||||||||||||||||||||||||
Share option charges | — | — | 1,816 | 1,476 | 3,292 | 3,292 | — | 3,292 | 0.02 | |||||||||||||||||||||||||||
Acquisition fees | — | — | — | 4,035 | 4,035 | 4,035 | (1,069) | 2,966 | 0.02 | |||||||||||||||||||||||||||
Integration and restructuring | — | — | — | 868 | 868 | 868 | (230) | 638 | 0.00 | |||||||||||||||||||||||||||
Litigation settlement | — | — | — | (14,532) | (14,532) | (14,532) | 5,813 | (8,719) | (0.05) | |||||||||||||||||||||||||||
Patent settlement | — | — | — | 6,000 | 6,000 | 6,000 | (1,590) | 4,410 | 0.03 | |||||||||||||||||||||||||||
Unwinding of discount on litigation settlements | — | — | — | — | — | 672 | (178) | 494 | 0.00 | |||||||||||||||||||||||||||
Underlying | 80,443 | 49.1 | (49,708) | (30,690) | 45 | 1,133 | 1,915 | 3,048 | 0.02 | |||||||||||||||||||||||||||
22
Reconciliation of IFRS results to underlying measures (continued)
H1 2011 | Gross Profit | Gross Margin | R&D Expense | SG&A Expense | Operating profit | Profit b/f tax | Taxation | Net Profit | Diluted EPS | |||||||||||||||||||||||||||
$’000 | % | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $ | ||||||||||||||||||||||||||||
IFRS | 173,941 | 48.6 | (102,736) | (61,284) | 9,921 | 8,473 | 983 | 9,456 | 0.05 | |||||||||||||||||||||||||||
Amortisation of intangibles | 3,054 | 0.9 | 2,425 | 1,808 | 7,287 | 7,287 | (2,983) | 4,304 | 0.02 | |||||||||||||||||||||||||||
Share option charges | — | — | 2,758 | 1,836 | 4,594 | 4,594 | (111) | 4,483 | 0.03 | |||||||||||||||||||||||||||
Acquisition fees | — | — | — | 8,959 | 8,959 | 8,959 | (609) | 8,350 | 0.05 | |||||||||||||||||||||||||||
Integration and restructuring | — | — | — | 2,053 | 2,053 | 2,053 | (544) | 1,509 | 0.01 | |||||||||||||||||||||||||||
Litigation settlement | — | — | — | (14,532) | (14,532) | (14,532) | 5,813 | (8,719) | (0.05) | |||||||||||||||||||||||||||
Patent settlement | — | — | — | 6,000 | 6,000 | 6,000 | (1,590) | 4,410 | 0.03 | |||||||||||||||||||||||||||
Unwinding of discount on litigation settlements | — | — | — | — | — | 1,315 | (346) | 969 | 0.01 | |||||||||||||||||||||||||||
Recognition of tax losses brought forward | — | — | — | — | — | — | (5,970) | (5,970) | (0.04) | |||||||||||||||||||||||||||
Loss on close period share buyback | — | — | — | — | — | 338 | — | 338 | 0.00 | |||||||||||||||||||||||||||
Underlying | 176,995 | 49.5 | (97,553) | (55,160) | 24,282 | 24,487 | (5,357) | 19,130 | 0.11 | |||||||||||||||||||||||||||
H1 2010 | Gross Profit | Gross Margin | R&D Expense | SG&A Expense | Operating profit | Profit b/f tax | Taxation | Net Profit | Diluted EPS | |||||||||||||||||||||||||||
$’000 | % | $’000 | $’000 | $’000 | $’000 | $’000 | $’000 | $ | ||||||||||||||||||||||||||||
IFRS | 182,853 | 46.4 | (101,953) | (58,213) | 22,687 | 22,139 | (5,533) | 16,606 | 0.09 | |||||||||||||||||||||||||||
Amortisation of intangibles | 2,642 | 0.7 | 2,567 | 1,688 | 6,897 | 6,897 | — | 6,897 | 0.04 | |||||||||||||||||||||||||||
Share option charges | — | — | 3,350 | 2,572 | 5,922 | 5,922 | 1,567 | 7,489 | 0.04 | |||||||||||||||||||||||||||
�� | ||||||||||||||||||||||||||||||||||||
Underlying | 185,495 | 47.1 | (96,036) | (53,953) | 35,506 | 34,958 | (3,966) | 30,992 | 0.17 | |||||||||||||||||||||||||||
23
INDEPENDENT REVIEW REPORT TO CSR PLC
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the 26 weeks ended 1 July 2011 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated balance sheet, the condensed consolidated statement of changes in equity, the condensed consolidated cash flow statement and related notes 1 to 11. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
Directors’ responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom’s Financial Services Authority.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, “Interim Financial Reporting,” as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity” issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the 26 weeks ended 1 July 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom’s Financial Services Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
26 July 2011
24
Additional Information and Where to Find It
This release may be deemed to be solicitation material in respect of the proposed merger involving CSR and Zoran. In connection with the proposed merger, CSR has filed with the US Securities and Exchange Commission (the "SEC") an amended registration statement on Form F-4 (the “Amended Registration Statement”) containing an amended proxy statement/prospectus (the “Proxy Statement/Prospectus”) for the stockholders of Zoran. Each of CSR and Zoran intends to file other documents with the SEC regarding the proposed merger. The definitive Proxy Statement/Prospectus will be mailed to stockholders of Zoran. WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND THE AMENDED REGISTRATION STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT CSR OR ZORAN FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, copies of the Proxy Statement/Prospectus and Amended Registration Statement, and any other documents filed by Zoran and CSR with the SEC in connection with the Transaction at the SEC's website athttp://www.sec.gov and at Zoran's website atwww.zoran.com and CSR's websitewww.csr.com.
Important Additional Information regarding Solicitation of Zoran Proxies
Zoran and its directors and certain executive officers and CSR, its directors and officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the approval of the Transaction. CSR has filed an amended Proxy Statement/Prospectus and the Amended Registration Statement with the SEC in connection with the solicitation of proxies to approve the proposed merger. Information regarding the names of Zoran's directors and executive officers and their respective interests in Zoran by security holdings or otherwise is set forth in Zoran's proxy statement relating to the 2010 annual meeting of stockholders, which may be obtained free of charge at the SEC's website athttp://www.sec.gov and Zoran's website athttp://www.zoran.com. Information about CSR's directors and executive officers is set forth in CSR's annual report on Form 20-F for the financial period ended 31 December 2010, which may be obtained free of charge at the SEC's website athttp://www.sec.gov and at CSR's website atwww.csr.com. Additional information regarding the interests of such potential participants is included in the amended Proxy Statement/Prospectus and the Amended Registration Statement and other relevant documents to be filed with the SEC in connection with the solicitation of proxies to approve the proposed merger.
25