April 29, 2005
Mail Stop 03-06
Mr. Karl Schneider
Chief Financial Officer
Zoran Corporation
1390 Kifer Road
Sunnyvale, CA 94086
Re: Zoran Corporation
Form 10-K for the Year Ended December 31, 2004 and Related Filings
File No. 000-27246
Dear Mr. Schneider:
We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments. Where indicated, we think you should revise your
future filings in response to these comments. If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary. Please be as detailed as necessary
in
your explanation. In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comment or on any other
aspects
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the Year Ended December 31, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Critical Accounting Policies and Estimates - Page 21
1. We note that you recorded significant inventory write-downs in
2004. In addition, we note that your inventory has increased
significantly from 2003 to 2004. Supplementally tell us and
revise
future filings to discuss the specific reasons for any significant
inventory write-downs and how you determined the amount of the
write-
down to be recorded. Finally, tell us why your inventory balance
has
increased so much from 2003 to 2004 and tell us how you considered
this increase in your excess and obsolete inventory analysis.
Results of Operations - Page 23
2. We note in your discussion of operating loss on pages 25 and 26
that you present your operating losses and effective tax rates
excluding certain charges. These financial measures qualify as
non-
GAAP financial measures pursuant to Item 10(e)(2) of Regulation S-
K.
* We note that you have presented your operating losses and
effective
tax rates excluding charges such as amortization of intangible
assets, deferred stock compensation and inventory impairment. We
note that you have incurred similar expenses in each of the past
three years. Pursuant to Item 10(e)(1)(ii)(B) of Regulation S-K,
a
registrant must not adjust a non-GAAP performance measure to
eliminate or smooth items identified as non-recurring, infrequent
or
unusual when the nature of the charge or gain is such that it is
reasonably likely to recur within two years or there was a similar
charge or gain within the prior two years. Please revise future
filings to eliminate these non-GAAP financial measures, or tell us
why you believe the current presentation is appropriate.
* We note your statement regarding non-GAAP financial measures on
page 20. We do not believe that your disclosure addresses all of
the
requirements of Item 10(e)(1)(i) of Regulation S-K, and may be
confusing to investors. Accordingly, please revise your
disclosures
in future filings to explain why each individual non-GAAP measure
presented is useful to an investor and to discuss how management
uses
the measure and the limitations of using this measure in
accordance
with Item 10(e)(1)(i) of Regulation S-K.
* You state that the purpose of the adjustments in the Form 10-K
"is
to give an indication of [your] baseline performance before gains,
losses or other charges that are considered by management to be
outside of [your] core operating results." Revise future filings
to
disclose why you do not consider charges for excess and obsolete
inventory, amortization of intangible assets and stock
compensation
expense to be part of your "core operating results."
Please revise future filings to address our comments above.
Please
provide us with a full sample of your proposed revised disclosure.
Item 8. Financial Statements and Supplemental Data
Note 2. Significant Accounting Policies
- - Revenue Recognition - Page 47
3. We note on page 23 that imaging software products comprised
approximately 13% of your consolidated revenues in fiscal 2004.
Please tell us and revise future filings to disclose your revenue
recognition policy for imaging software, including the
applicability
of SOP 97-2, EITF 03-05 and EITF 00-21.
Item 9A. Controls and Procedures - Page 71
We note on page 69 that you incorrectly calculated deferred
compensation expense in each of the quarters of fiscal 2004 and
have
restated the unaudited financial results for those quarters.
4. We note your disclosures that you "improved disclosure controls
and procedures by updating our database to include the necessary
information required to calculate the impact of cancelled options
on
an ongoing basis" and that you "updated personnel and financial
records to ensure stock compensation expense relating to the
vesting
of assumed options held by former employees of Oak Technology,
Inc.
was properly accounted for." It appears that your corrective
action
may have adequately addressed the amounts recorded in fiscal 2004;
however, this does not appear to be a change in controls. Please
supplementally tell us and revise future filings as appropriate to
discuss what changes you made to your controls to address the
deficiency identified.
Exhibits 31.1 and 31.2
5. We note that the certifications filed as Exhibits 31.1 and 31.2
to
your Form 10-K were not in the proper form. The required
certification must be in the exact form prescribed; the wording of
the required certification may not be changed in any respect.
Certain portions of the certification relating to internal control
over financial reporting may be omitted as stated in Section
III.E.
of SEC Release No. 33-8238. Accordingly, please revise the
certifications of your CEO and CFO in future filings to be in the
form currently set forth in Item 601(b)(31) of Regulation S-K.
Forms 8-K dated January 25, 2005 and April 28, 2005
6. We do not believe that the presentation of a non-GAAP statement
of
operations is appropriate unless all disclosures required by Item
10(e)(1)(i) of Regulation S-K are included for each separate non-
GAAP
measure. Please delete this presentation from all future Forms 8-
K.
If you continue to present non-GAAP information, Item 2.02 of Form
8-
K requires that disclosures "furnished" include information that
complies with the disclosure requirements of Item 10(e)(1)(i) of
Regulation S-K. Accordingly, you must present a reconciliation
for
each non-GAAP measure presented in the non-GAAP statement of
operations. You must also provide statements disclosing the
reasons
why management believes presentation of each of the individual
non-
GAAP measures provide useful information to investors regarding
your
financial condition and results of operations. Those disclosures
should be specific and substantive to each individual measure.
Refer
to SEC Release 33-8176 and also Question 8 of the FAQ Regarding
the
Use of Non-GAAP Financial Measures, dated June 13, 2003. Please
confirm that you will revise your Forms 8-K in future periods to
provide all of the disclosures required by Item 10(e)(1)(i) for
each
non-GAAP measure presented. Provide us with a full sample of your
proposed disclosure. Please note that the disclosure and
reconciliation requirements also apply to the non-GAAP financial
measure presented on your Form 8-K dated January 12, 2005.
7. We note that you use the term "pro forma" to refer to one of
your
non-GAAP financial measures. The term "pro forma" has very
specific
meaning in accounting literature and is defined in Article 11 of
Regulation S-X. Please revise future filings to eliminate the
term
"pro forma" when referring to your non-GAAP financial measures.
* * * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested supplemental
information. Detailed cover letters greatly facilitate our
review.
Please file your cover letter on EDGAR. Please understand that we
may have additional comments after reviewing your responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Tom Dyer, Staff Accountant, at (202) 824-
5564
or me at (202) 824-5387. In this regard, do not hesitate to
contact
Michele Gohlke, Branch Chief, at (202) 942-7903 if you have any
questions.
Sincerely,
Kevin Vaughn
Reviewing Accountant
??
??
??
??
Mr. Karl Schneider
Zoran Corporation
April 29, 2005
Page 1 of 5