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Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2012

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 1-35256

 

 

DSP GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   94-2683643

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification number)

2580 North First Street, Suite 460

San Jose, California

  95131
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (408) 986-4300

 

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨               Accelerated filer  x   Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of November 2, 2012, there were 21,774,619 shares of Common Stock ($.001 par value per share) outstanding.

 

 

 


Table of Contents

INDEX

DSP GROUP, INC.

 

          Page No.  
PART I. FINANCIAL INFORMATION   

Item 1.

   Financial Statements (Unaudited)   
  

Condensed consolidated balance sheets—
September 30, 2012 and December 31, 2011

     1   
  

Condensed consolidated statements of comprehensive income—
Three and nine months ended September 30, 2012 and 2011

     3   
  

Condensed consolidated statements of cash flows—
Nine months ended September  30, 2012 and 2011

     4   
  

Condensed consolidated statements of stockholders’ equity—
Three and nine months ended September 30, 2012 and 2011

     5   
  

Notes to condensed consolidated financial statements—
September 30, 2012

     7   

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     18   

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

     29   

Item 4.

  

Controls and Procedures

     29   

PART II. OTHER INFORMATION

  

Item 1.

   Legal Proceedings      29   

Item 1A.

   Risk Factors      29   

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds      43   

Item 3.

   Defaults Upon Senior Securities      43   

Item 4.

   Mine Safety Disclosure      43   

Item 5.

   Other Information      43   

Item 6.

   Exhibits      44   

SIGNATURES

     45   

 

1


Table of Contents

PART 1. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

DSP GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except share and per share data)

 

     September 30,
2012
     December 31,
2011
 
     Unaudited      Audited  

ASSETS

     

CURRENT ASSETS:

     

Cash and cash equivalents

   $ 19,169       $ 18,109   

Restricted deposit

     121         128   

Marketable securities and short-term deposits

     21,037         30,626   

Trade receivables, net

     23,182         25,643   

Deferred income taxes

     124         89   

Other accounts receivable and prepaid expenses

     4,034         5,343   

Inventories

     14,592         16,434   
  

 

 

    

 

 

 

TOTAL CURRENT ASSETS

     82,259         96,372   
  

 

 

    

 

 

 

PROPERTY AND EQUIPMENT, NET

     4,157         5,803   
  

 

 

    

 

 

 

LONG-TERM ASSETS:

     

Long-term marketable securities and deposits

     71,728         69,046   

Long-term prepaid expenses and lease deposits

     288         466   

Severance pay fund

     9,837         9,974   

Intangible assets, net

     8,909         10,688   

Goodwill

     3,707         3,707   
  

 

 

    

 

 

 
     94,469         93,881   
  

 

 

    

 

 

 

TOTAL ASSETS

   $ 180,885       $ 196,056   
  

 

 

    

 

 

 

 

Note: The balance sheet at December 31, 2011 has been derived from the audited financial statements on that date.

See notes to condensed consolidated financial statements.

 

1


Table of Contents

DSP GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands, except share and per share data)

 

     September 30,
2012
    December 31,
2011
 
     Unaudited     Audited  

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Trade payables

   $ 12,087      $ 17,989   

Accrued compensation and benefits

     7,016        8,236   

Income tax accruals and payables

     1,932        2,582   

Accrued expenses and other accounts payable

     6,879        7,555   
  

 

 

   

 

 

 

Total current liabilities

     27,914        36,362   
  

 

 

   

 

 

 

LONG-TERM LIABILITIES:

    

Accrued severance pay

     10,213        10,278   

Accrued pensions

     841        792   
  

 

 

   

 

 

 

Total long-term liabilities

     11,054        11,070   
  

 

 

   

 

 

 

COMMITMENTS AND CONTINGENCIES STOCKHOLDERS’ EQUITY:

    

Capital stock:

    

Preferred stock, $ 0.001 par value - Authorized shares: 5,000,000 at September 30, 2012 and December 31, 2011; Issued and outstanding shares: none at September 30, 2012 and December 31, 2011

     —          —     

Common stock, $ 0.001 par value - Authorized shares: 50,000,000 shares at September 30, 2012 and December 31, 2011; Issued and outstanding shares: 21,774,619 and 22,501,644 shares at September 30, 2012 and December 31, 2011, respectively

     22        23   

Additional paid-in capital

     345,403        341,352   

Treasury stock

     (125,175     (122,236

Accumulated other comprehensive income (loss)

     922        (1,756

Accumulated deficit

     (79,255     (68,759
  

 

 

   

 

 

 

Total stockholders’ equity

     141,917        148,624   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 180,885      $ 196,056   
  

 

 

   

 

 

 

Note: The balance sheet at December 31, 2011 has been derived from the audited financial statements on that date.

See notes to condensed consolidated financial statements.

 

2


Table of Contents

DSP GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(U.S. dollars in thousands, except per share amounts)

 

     Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     2012     2011     2012     2011  

Revenues

   $ 36,666      $ 48,373      $ 124,361      $ 155,666   

Cost of revenues (1)

     22,764        30,853        77,970        99,167   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     13,902        17,520        46,391        56,499   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Research and development, net (2)

     9,632        12,570        33,029        40,970   

Sales and marketing (3)

     3,502        4,179        11,297        12,357   

General and administrative (4)

     2,329        3,282        8,160        9,952   

Intangible assets amortization

     592        2,197        1,778        6,591   

Restructuring expenses (income)

     1,315        420        2,008        (170
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     17,370        22,648        56,272        69,700   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating loss

     (3,468     (5,128     (9,881     (13,201

Financial income, net

     666        455        1,732        1,333   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before taxes on income

     (2,802     (4,673     (8,149     (11,868

Taxes on income (income tax benefit)

     (387     141        (247     (448
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (2,415   $ (4,814   $ (7,902   $ (11,420
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share:

        

Basic

   $ (0.11   $ (0.21   $ (0.36   $ (0.49
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ (0.11   $ (0.21   $ (0.36   $ (0.49
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares used in per share computations of net loss:

        

Basic

     21,775        23,371        22,025        23,397   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     21,775        23,371        22,025        23,397   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive loss

   $ (847   $ (7,218   $ (5,224   $ (13,114
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes equity-based compensation expense in the amount of $72 and $94 for the three months ended September 30, 2012 and 2011, respectively, and equity-based compensation expense in the amount of $277 and $328 for the nine months ended September 30, 2012 and 2011, respectively.
(2) Includes equity-based compensation expense in the amount of $538 and $635 for the three months ended September 30, 2012 and 2011, respectively, and equity-based compensation expense in the amount of $1,995 and $2,241 for the nine months ended September 30, 2012 and 2011, respectively.
(3) Includes equity-based compensation expense in the amount of $173 and $231 for the three months ended September 30, 2012 and 2011, respectively, and equity-based compensation expense in the amount of $641 and $794 for the nine months ended September 30, 2012 and 2011, respectively.
(4) Includes equity-based compensation expense in the amount of $324 and $391 for the three months ended September 30, 2012 and 2011, respectively, and equity-based compensation expense in the amount of $1,138 and $1,700 for the nine months ended September 30, 2012 and 2011, respectively.

See notes to condensed consolidated financial statements.

 

3


Table of Contents

DSP GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(U.S. dollars in thousands)

 

     Nine Months Ended
September 30,
 
     2012     2011  

Net cash provided by operating activities

   $ 880      $ 1,012   

Investing activities

    

Purchase of marketable securities

     (52,023     (47,986

Purchase of deposits

     (27     (13,000

Proceeds from maturity of marketable securities

     19,860        48,235   

Proceeds from sales of marketable securities

     27,658        3,915   

Proceeds from maturity of deposits

     13,000        10,000   

Proceeds from sales of property and equipment

     81        59   

Purchases of property and equipment

     (830     (2,067
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     7,719        (844

Financial activities

    

Purchase of treasury stock

     (7,513     (5,580

Issuance of treasury stock for cash upon exercise of options

     —          368   
  

 

 

   

 

 

 

Net cash used in financing activities

     (7,513     (5,212
  

 

 

   

 

 

 

Increase (Decrease) in cash and cash equivalents

   $ 1,086      $ (5,044
  

 

 

   

 

 

 

Cash erosion due to exchange rate differences

     (26     (293
  

 

 

   

 

 

 

Cash and cash equivalents at the beginning of the period

   $ 18,109      $ 33,912   
  

 

 

   

 

 

 

Cash and cash equivalents at the end of the period

   $ 19,169      $ 28,575   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

4


Table of Contents

DSP GROUP, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(U.S. dollars and shares in thousands)

 

Three Months Ended

September 30, 2011

   Number
of
Common
Stock
    Common
Stock
    Additional
Paid-In
Capital
     Treasury
Stock
    Accumulated
deficit
    Other
Comprehensive
Income (Loss)
    Total
Stockholders’
Equity
 

Balance at June 30, 2011

     23,314      $ 23      $ 338,844       $ (117,942   $ (57,845   $ 1,065      $ 164,145   

Net loss

     —          —          —           —          (4,814     —          (4,814

Change in unrealized gain from hedging activities, net

     —          —          —           —          —          (593     (593

Change in unrealized gain from marketable securities, net

     —          —          —           —          —          (1,277     (1,277

Change in foreign currency translation adjustments, net

     —          —          —           —          —          (534     (534

Purchase of treasury stock

     (507     *     —           (3,419     —          —          (3,419

Issuance of treasury stock upon purchase of common stock under employee stock purchase plan

     209        *     —           2,206        (1,190     —          1,016   

Issuance of treasury stock upon exercise of stock options and stock appreciation rights by employees

     8        *     —           87        (87     —          —     

Equity-based compensation

     —          —          1,351         —          —          —          1,351   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2011

     23,024      $ 23      $ 340,195       $ (119,068   $ (63,936   $ (1,339   $ 155,875   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Three Months Ended September 30, 2012

               

Balance at June 30, 2012

     21,555      $ 22      $ 344,296       $ (127,337   $ (75,644   $ (646   $ 140,691   

Net loss

     —          —          —           —          (2,415     —          (2,415

Change in unrealized gain from hedging activities, net

     —          —          —           —          —          260        260   

Change in unrealized gain from marketable securities, net

     —          —          —           —          —          1,305        1,305   

Change in foreign currency translation adjustments, net

     —          —          —           —          —          3        3   

Issuance of treasury stock upon purchase of common stock under employee stock purchase plan

     219        *     —           2,155        (1,189     —          966   

Issuance of treasury stock upon exercise of stock options and stock appreciation rights by employees

     1        *     —           7        (7     —          —     

Equity-based compensation

     —          —          1,107         —          —          —          1,107   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2012

     21,775      $ 22      $ 345,403       $ (125,175   $ (79,255   $ 922      $ 141,917   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) Represents an amount lower than $1.

See notes to condensed consolidated financial statements.

 

5


Table of Contents

DSP GROUP, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(U.S. dollars and shares in thousands)

 

     Number
of
Common
Stock
    Common
Stock
    Additional
Paid-In
Capital
     Treasury
Stock
    Accumulated
deficit
    Other
Comprehensive
loss
    Total
Stockholders’
Equity
 

Nine Months Ended September 30, 2011

               

Balance at December 31, 2010

     23,253      $ 23      $ 335,132       $ (119,280   $ (49,127   $ 355      $ 167,103   

Net loss

       —          —           —          (11,420       (11,420

Change in unrealized gain from hedging activities, net

       —          —           —          —          (527     (527

Change in unrealized loss from marketable securities, net

       —          —           —          —          (938     (938

Change in unrealized gain from pensions, net

       —          —           —          —          37        37   

Change in foreign currency translation adjustments, net

       —          —           —          —          (266     (266

Purchase of treasury stock

     (775     (1     —           (5,580     —          —          (5,580

Issuance of treasury stock upon purchase of common stock under employee stock purchase plan

     423        1        —           4,484        (2,448     —          2,036   

Issuance of treasury stock upon exercise of stock options and stock appreciation rights by employees

     123        *     —           1,308        (941     —          367   

Equity-based compensation

     —          —          5,063         —          —          —          5,063   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2011

     23,024      $ 23      $ 340,195       $ (119,068   $ (63,936   $ (1,339   $ 155,875   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Nine Months Ended September 30, 2012

               

Balance at December 31, 2011

     22,502      $ 23      $ 341,352       $ (122,236   $ (68,759   $ (1,756   $ 148,624   

Net loss

       —          —           —          (7,902       (7,902

Change in unrealized gain from hedging activities, net

       —          —           —          —          471        471   

Change in unrealized loss from marketable securities, net

       —          —           —          —          2,224        2,224   

Change in unrealized gain from pensions, net

       —          —           —          —          1        1   

Change in foreign currency translation adjustments, net

       —          —           —          —          (18     (18

Purchase of treasury stock

     (1,183     (1     —           (7,512     —          —          (7,513

Issuance of treasury stock upon purchase of common stock under employee stock purchase plan

     447        *     —           4,486        (2,507     —          1,979   

Issuance of treasury stock upon exercise of stock options and stock appreciation rights by employees

     9        *     —           87        (87     —          —     

Equity-based compensation

     —          —          4,051         —          —          —          4,051   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Balance at September 30, 2012

     21,775      $ 22      $ 345,403       $ (125,175   $ (79,255   $ 922      $ 141,917   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

 

(*) Represents an amount lower than $1.

See notes to condensed consolidated financial statements.

 

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DSP GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

(UNAUDITED)

(U.S. dollars in thousands, except share and per share data)

NOTE A—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Annual Report on Form 10-K of DSP Group, Inc. (the “Company”) for the year ended December 31, 2011.

NOTE B—INVENTORIES

Inventories are stated at the lower of cost or market value. The Company periodically evaluates the quantities on hand relative to current and historical selling prices, and historical and projected sales volume. Based on these evaluations, provisions are made in each period to write inventory down to its net realizable value. Inventories are composed of the following:

 

     September 30, 2012      December 31, 2011  
     (Unaudited)      (Audited)  

Work-in-process

   $ 7,596       $ 8,096   

Finished goods (*)

     6,996         8,338   
  

 

 

    

 

 

 
   $ 14,592       $ 16,434   
  

 

 

    

 

 

 

 

(*) The finished products inventory includes $391 and $368 of inventory held in consignment by other parties as of September 30, 2012 and December 31, 2011, respectively.

Write-off of inventory amounted to $38 and $629 for the nine months ended September 30, 2012 and 2011, respectively.

NOTE C—NET LOSS PER SHARE

Basic net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. For the same periods, diluted net loss per share further includes the effect of dilutive stock options and stock appreciation rights outstanding during the period, all in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 260 “Earnings per Share. ” The following table sets forth the computation of basic and diluted net loss per share:

 

     Three months ended
September 30,
    Nine month ended
September 30,
 
     2012     2011     2012     2011  
     Unaudited  

Net loss

   $ (2,415   $ (4,814   $ (7,902   $ (11,420

Net loss per share:

        

Basic

   $ (0.11   $ (0.21   $ (0.36   $ (0.49

Diluted

   $ (0.11   $ (0.21   $ (0.36   $ (0.49

Weighted average number of shares of common stock outstanding during the period used to compute basic net loss per share (in thousands)

     21,775        23,371        22,025        23,397   

Incremental shares attributable to exercise of outstanding options and stock appreciation rights (assuming proceeds would be used to purchase treasury stock)

     —          —          —          —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares of common stock used to compute diluted net loss per share (in thousands)

     21,775        23,371        22,025        23,397   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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NOTE D—MARKETABLE SECURITIES AND TIME DEPOSITS

The Company accounts for investments in marketable securities in accordance with FASB ASC No.320-10 “Investments in Debt and Equity Securities.” Management determines the appropriate classification of its investments in government and corporate marketable debt securities at the time of purchase and reevaluates such determinations at each balance sheet date.

The Company classifies marketable securities as available-for-sale. Available-for-sale securities are carried at fair value, with the unrealized gains and losses, net of taxes, reported in other comprehensive income. The amortized cost of marketable securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and interest are included in financial income, net. Interest on securities are included in financial income, net. The following is a summary of available-for-sale securities, and short term deposits at September 30, 2012 and December 31, 2011:

 

     Amortized cost      Unrealized gains (losses), net     Estimated fair value  
     September 30,
2012
     December 31,
2011
     September 30,
2012
     December 31,
2011
    September 30,
2012
     December 31,
2011
 
     (Unaudited)      (Audited)      (Unaudited)      (Audited)     (Unaudited)      (Audited)  

Short -term deposits

   $ 2,640       $ 15,803       $ —         $ —        $ 2,640       $ 15,803   

U.S. GSE securities

     3,012         10,725         5         (29     3,017         10,696   

Corporate obligations

     85,918         74,173         1,190         (1,000     87,108         73,173   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
   $ 91,570       $ 100,701       $ 1,195       $ (1,029   $ 92,765       $ 99,672   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

The amortized cost of short and long-term deposits and available-for-sale debt securities at September 30, 2012, by contractual maturities, is shown below:

 

     Amortized
cost
     Unrealized gains (losses)     Estimated
fair value
 
        Gains      Losses    

Due in one year or less

   $ 18,342       $ 56       $ (1   $ 18,397   

Due after one year to six years

     70,588         1,212         (72     71,728   
  

 

 

    

 

 

    

 

 

   

 

 

 
   $ 88,930       $ 1,268       $ (73   $ 90,125   
  

 

 

    

 

 

    

 

 

   

 

 

 

The actual maturity dates may differ from the contractual maturities because debtors may have the right to call or prepay obligations without penalties.

 

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As of September 30, 2012, the unrealized losses in the Company’s investments in all types of marketable securities were temporary and no impairment loss was realized in the Company’s condensed consolidated statements of income.

The unrealized losses related to U.S. treasury and GSE securities were primarily due to changes in interest rates. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at September 30, 2012.

The total fair value of marketable securities with outstanding unrealized losses as of September 30, 2012 amounted to $11,916. Of the $73 unrealized losses outstanding as of September 30, 2012, a portion of which, in the amount of $55, was outstanding for more than 12 months and the remaining portion of $18 was outstanding for less than 12 months.

Proceeds from maturity of available-for-sale marketable securities during the nine months ended September 30, 2012 and 2011 were $19,860 and $48,235, respectively. Proceeds from sales of available-for-sale marketable securities during the nine months ended September 30, 2012 and 2011 were $27,658 and $3,915, respectively. Net realized gains from the sale of available-for sale marketable securities for the nine months ended September 30, 2012 and 2011 were $459 and $139, respectively. The Company determines realized gains or losses on the sale of available-for-sale marketable securities based on a specific identification method.

Marketable securities are periodically reviewed for impairment. If management concludes that any marketable security is impaired, management determines whether such impairment is other-than-temporary. Factors considered in making such a determination include the duration and severity of the impairment, the reason for the decline in value and the potential recovery period, and the Company’s intent to sell, or whether it is more likely than not that the Company will be required to sell the marketable security before recovery of cost basis. If any impairment is considered other-than-temporary, the marketable security is written down to its fair value through a corresponding charge to financial income, net.

NOTE E—TAXES ON INCOME

The effective tax rate used in computing the provision for income taxes is based on projected fiscal year income before taxes, including estimated income by tax jurisdiction. Tax provision for the three and nine months ended September 30, 2012 and September 30, 2011 does not include tax benefits associated with equity-based compensation expenses. During the three and nine months ended September 30, 2012, the Company did not record any significant changes to its deferred tax assets due to its current estimation of future taxable income.

The total amount of net unrecognized tax benefits was $1,072 and $1,115 at September 30, 2012 and December 31, 2011, respectively. The Company accrues interest and penalties, relating to unrecognized tax benefits, in its provision for income taxes. At September 30, 2012 and December 31, 2011, the Company had accrued interest and penalties relating to unrecognized tax benefits of $356 and $276, respectively.

NOTE F—SIGNIFICANT CUSTOMERS

The Company sells its products primarily through distributors and directly to original equipment manufacturers (OEMs) and original design manufacturers (ODMs) who incorporate the Company’s products into consumer products. The Company’s future performance will depend, in part, on the continued success of its distributors in marketing and selling its products. The loss of the Company’s distributors and the Company’s inability to obtain satisfactory replacements in a timely manner may harm the Company’s sales and results of operations. In addition, the Company expects that a limited number of customers, varying in identity from period-to-period, will account for a substantial portion of its revenues in any period. The loss of, or reduced demand for products from, any of the Company’s major customers could have a material adverse effect on the Company’s business, financial condition and results of operations.

Sales to Hong Kong-based VTech Holdings Ltd. (“VTech”) represented 33% and 29% of the Company’s total revenues for the three months ended September 30, 2012 and 2011, respectively. Sales to VTech represented 35% and 32% of the Company’s total revenues for the nine months ended September 30, 2012 and 2011.

Revenues derived from sales through one distributor, Tomen Electronics Corporation (“Tomen Electronics”), accounted for 21% of the Company’s total revenues for both the three months ended September 30, 2012 and 2011. Tomen Electronics accounted for 22% and 19% of the Company’s total revenues for the nine months ended September 30, 2012 and 2011, respectively. The Japanese market and the OEMs that operate in that market are among the largest suppliers in the world with significant market share in the U.S. market for residential wireless products. Tomen Electronics sells the Company’s products to a limited number of customers. One customer, Panasonic Communications Co., Ltd. (“Panasonic”), has continually accounted for a majority of the sales of Tomen Electronics. Sales to Panasonic through Tomen Electronics generated 15% and 16% of the Company’s total revenues for the three months ended September 30, 2012 and 2011, respectively. Sales to Panasonic through Tomen Electronics generated 16% and 13% of the Company’s revenues for the nine months ended September 30, 2012 and 2011, respectively.

 

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Additionally, sales to Uniden America Corp. (“Uniden”) represented 7% and 10% of the Company’s total revenues for the three months ended September 30, 2012 and 2011, respectively. Sales to Uniden represented 11% and 12% of the Company’s total revenues for the nine months ended September 30, 2012 and 2011, respectively.

Sales to CCT Telecom Holdings Ltd. (“CCT”) represented 12% and 10% of the Company’s total revenues for the three months ended September 30, 2012 and 2011, respectively. Sales to CCT represented 8% and 11% of the Company’s total revenues for the nine months ended September 30, 2012 and 2011, respectively.

NOTE G—DERIVATIVE INSTRUMENTS

The Company accounts for derivative instruments in accordance with FASB. ASC No. 815 “Derivatives and Hedging” (“ASC 815”). Due to the Company’s global operations, it is exposed to foreign currency exchange rate fluctuations in the normal course of its business. The Company’s treasury policy allows it to offset the risks associated with the effects of certain foreign currency exposures through the purchase of foreign exchange forward contracts and put options (collectively, “hedging contracts”). The policy, however, prohibits the Company from speculating on hedging contracts for profit.

To protect against the increase in value of forecasted foreign currency cash flows resulting from salary and lease payments of its Israeli facilities denominated in the Israeli currency, the New Israeli Shekels (“NIS”), during the year, the Company instituted a foreign currency cash flow hedging program. The Company hedges portions of the anticipated payroll and lease payments denominated in NIS for a period of one to twelve months with hedging contracts. Accordingly, when the dollar strengthens against the foreign currencies, the decline in present value of future foreign currency expenses is offset by losses in the fair value of the hedging contracts. Conversely, when the dollar weakens, the increase in the present value of future foreign currency cash flows is offset by gains in the fair value of the hedging contracts. These hedging contracts are designated as cash flow hedges, as defined by ASC 815 and are all effective hedges of these expenses.

In accordance with ASC 815, for derivative instruments that are designated and qualify as a cash flow hedge (i.e. hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any gain or loss on a derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item is recognized in current earnings during the period of change. As of September 30, 2012, the Company had outstanding forward contracts in the amount of $600 and outstanding option contracts in the amount of $15,400. These hedging contracts do not contain any credit-risk-related contingency features. See Note K for information on the fair value of these hedging contracts.

The fair value of derivative assets and derivative liabilities were $132 and $138, respectively, at September 30, 2012. The Company recorded a net amount of $6 in accrued expenses and other accounts payable in the condensed consolidated balance sheets at September 30, 2012.

The amount recorded as expense in research and development expenses, sales and marketing expenses and general and administrative expenses in the condensed consolidated statements of income for the nine months ended September 30, 2012 that resulted from the above referenced hedging transactions was $278, $47 and $34, respectively. The amount recorded as expense in research and development expenses, sales and marketing expenses and general and administrative expenses in the condensed consolidated statements of income for the three months ended September 30, 2012 that resulted from the above referenced hedging transactions was $150, $26 and $18, respectively.

 

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The fair value of outstanding derivative instruments at September 30, 2012 and December 31, 2011 is summarized below:

 

         Fair Value of Derivative Instruments  
    

Balance Sheet Location

   As of September 30,
2012
     As of December 31,
2011
 

Derivative Liabilities

       
Foreign exchange forward contracts and put options   Accrued expenses and other accounts payable (*)      6         476   
    

 

 

    

 

 

 

Total

     $ 6       $ 476   
    

 

 

    

 

 

 

 

*) Estimated to be reclassified into earnings during 2012 and 2013.

The effect of derivative instruments in cash flow hedging transactions on income and other comprehensive income (“OCI”) for the three and nine months ended September 30, 2012 and 2011 is summarized below:

 

     Gains (Losses) on Derivatives Recognized in OCI  
     for the three months ended
September 30,
    for the nine months ended
September 30,
 
     2012      2011     2012      2011  

Foreign exchange forward contracts

   $ 66       $ (486   $ 111       $ 193   

 

     Gains (Losses) Reclassified from OCI into Income  
            for the three months ended
September 30,
     for the nine months ended
September 30,
 
     Location      2012     2011      2012     2011  

Foreign exchange forward contracts

    
 
Operating
expenses
  
  
   $    (194)    $  108       $    (359)    $  721   

NOTE H—CONTINGENCIES

From time to time, the Company may become involved in litigation relating to claims arising from its ordinary course of business. Also, as is typical in the semiconductor industry, the Company has been and may from time to time be notified of claims that the Company may be infringing patents or intellectual property rights owned by third parties. The Company currently believes that there are no claims or actions pending or threatened against it, the ultimate disposition of which would have a material adverse effect on the Company.

NOTE I—ACCOUNTING FOR EQUITY-BASED COMPENSATION

Grants for Three Months ended September 30, 2012 and September 30, 2011:

No employee stock options and share appreciation rights (“SAR”) were granted during the three months ended September 30, 2012 and 2011.

Employee Stock Benefit Plans

As of September 30, 2012, the Company had three-equity incentive plans from which the Company may grant future equity awards and two expired equity incentive plans from which no future equity awards may be granted but had outstanding equity awards granted prior to expiration. The Company also had one employee stock purchase plan. As of September 30, 2012, approximately 587,000 shares of common stock remain available for grant under the Company’s employee stock purchase plan and 956,622 shares of common stock remain available for grant under the Company’s equity incentive plans.

 

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The table below presents a summary of information relating to the Company’s stock option and SAR grants pursuant to its equity incentive plans:

 

     Number of
Options/SAR
Units
    Weighted
Average
Exercise Price
     Weighted Average
Remaining
Contractual Term
(years)
     Aggregate Value
(*)
 
     in thousands                   in thousands  

Outstanding at June 30, 2012

     11,015      $ 11.28         

Options granted

     —          —           

SAR units granted

     —          —           

Options / SAR units cancelled/forfeited/expired

     (712   $ 19.22         

Options / SAR units exercised

     (20   $ 5.97         

Outstanding at September 30, 2012 (1)

     10,283      $ 10.74         3.38       $ 149   

Exercisable at September 30, 2012 (2)

     7,430      $ 12.30         2.47       $ 52   

 

(*) Calculation of aggregate intrinsic value is based on the share price of the Company’s common stock on September 30, 2012 ($5.94 per share).
(1) Due to the ceiling imposed on the SAR grants, the outstanding amount equals to a maximum of approximately 7,026,518 shares of the Company’s common stock issuable upon exercise. SAR grants made prior to January 1, 2009 are convertible for a maximum number of shares of the Company’s common stock equal to 50% of the SAR units subject to the grant. SAR grants made on or after January 1, 2009 and before January 1, 2010 are convertible for a maximum number of shares of the Company’s common stock equal to 75% of the SAR units subject to the grant. SAR grants made on or after January 1, 2010 and before January 1, 2012 are convertible for a maximum number of shares of the Company’s common stock equal to 66.67% of the SAR units subject to the grant. SAR grants made on or after January 1, 2012 are convertible for a maximum number of shares of the Company’s common stock equal to 50% of the SAR units subject to the grant.
(2) Due to the ceiling imposed on the SAR grants, the currently exercisable amount equals to a maximum of 5,108,477 shares of the Company’s common stock exercisable.

Additional information about stock options and SAR units outstanding and exercisable at September 30, 2012 with exercise prices above $5.94 per share (the closing price of the Company’s common stock on September 30, 2012) is as follows (in thousands, except per share amounts):

 

     Exercisable      Unexercisable      Total  

Exercise Prices

   Number of
Options/
SAR Units
     Weighted
Average
Exercise
Price
     Number of
Options/
SAR Units
     Weighted
Average
Exercise
Price
     Number of
Options/
SAR
Units
     Weighted
Average
Exercise
Price
 

Above $5.94

     7,291       $ 12.43         2,702       $ 6.75         9,993       $ 10.89   

Less than $5.94

     139       $ 5.56         151       $ 5.30         290       $ 5.43   

Total

     7,430       $ 12.30         2,853       $ 6.67         10,283       $ 10.74   

The Company’s aggregate equity-based compensation expense for the three months ended September 30, 2012 and 2011 totaled $1,107 and $1,351, respectively. The Company did not recognize any income tax benefits relating to its equity-based compensation expense for the three months ended September 30, 2012 and 2011.

The Company’s aggregate equity-based compensation expenses for the nine months ended September 30, 2012 and 2011 totaled $4,051 and $5,063, respectively. The Company did not recognize any income tax benefits relating to its equity-based compensation expense for the nine months ended September 30, 2012 and 2011.

As of September 30, 2012, there was $3,663 of total unrecognized compensation expense related to unvested equity-based compensation awards granted under the Company’s equity incentive plans. This amount is expected to be recognized during the period from 2012 through 2016.

 

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NOTE J—PENSION LIABILITY

The information in this note represents the net periodic pension and post-retirement benefit costs and related components in accordance with FASB ASC No. 715 “Employers’ Disclosures about Pensions and Other Post-retirement Benefits. ” The components of net pension and post-retirement periodic benefit cost (income) for the nine months ended September 30, 2012 and 2011 are as follows (in thousands):

 

     September 30, 2012     September 30, 2011  

Components of net periodic benefit cost

    

Service cost

   $ 57      $ 179   

Interest cost

     35        52   

Expected return on plan assets

     (4     (28

Curtailment gain (1)

     —          (660
  

 

 

   

 

 

 

Net periodic benefit cost (income)

   $ (88   $ (457

 

(1) The curtailment gain is derived from the closure of the Swiss facilities and the termination of employment of the employees of the Company’s Swiss subsidiary, which resulted in a curtailment and settlement of the Swiss pension plan.

The net pension liability as of September 30, 2012 amounted to $841.

NOTE K—FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis:

The Company measures its cash equivalents, short-term deposits, marketable securities and foreign currency derivative contracts at fair value. Cash equivalents, short-term deposits and marketable securities are classified within Level 1 or Level 2 value hierarchies as they are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Foreign currency derivative contracts are classified within Level 2 value hierarchy as the valuation inputs are based on quoted prices and market observable data of similar instruments.

The following table provides information by value level for assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2012.

 

     Balance as of
September 30,
2012
    Fair Value Measurements  
       Level 1      Level 2     Level 3  

Description

         

Assets:

         

Cash equivalents:

         

Time deposits

   $ 2,135        —         $ 2,135        —     

Money market mutual funds

   $ 2,937      $ 2,937         —          —     

Short-term marketable securities and cash deposits:

         

Corporate debt securities

   $ 18,141        —         $ 18,141        —     

U.S. GSE securities

   $ 256        —         $ 256        —     

Time deposits

   $ 2,640        —         $ 2,640        —     

Long-term marketable securities:

         

Corporate debt securities

   $ 68,967        —         $ 68,967        —     

U.S. GSE securities

   $ 2,761        —         $ 2,761        —     

Derivative liabilities

   $ (6     —         $ (6     —     

 

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The following table provides information by value level for assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2011.

 

     Balance as of
December  31,
2011
           Fair Value Measurements  
       Level 1      Level 2     Level 3  

Description

         

Assets:

         

Cash equivalents:

         

Time deposits

   $ 1,137        —         $ 1,137        —     

Money market mutual funds

   $ 2,934      $ 2,934         —          —     

Short-term marketable securities and time deposits:

         

Corporate debt securities

   $ 14,260        —         $ 14,260        —     

U.S. GSE securities

   $ 563        —         $ 563        —     

Time deposits

   $ 15,803        —         $ 15,803        —     

Long-term marketable securities:

         

Corporate debt securities

   $ 58,913        —         $ 58,913        —     

U.S. GSE securities

   $ 10,133        —         $ 10,133        —     

Derivative liabilities

   $ (476     —         $ (476     —     

In addition to the assets and liabilities described above, the Company’s financial instruments also include cash and cash equivalents, restricted and short-term deposits, trade receivables, other accounts receivable, trade payables, accrued expenses and other payables. The fair value of these financial instruments was not materially different from their carrying values at September 30, 2012 due to the short-term maturity of these instruments.

NOTE L—STOCKHOLDERS’ EQUITY

During the first nine months of 2012, the Company repurchased 1,182,590 shares of common stock at an average purchase price of $6.35 per share for an aggregate purchase price of $7,513. As of September 30, 2012, 408,589 shares of common stock remained authorized for repurchase under the Company’s board-authorized share repurchase program.

Repurchases of common stock are accounted for as treasury stock, and result in a reduction of stockholders’ equity. When treasury shares are reissued, the Company accounts for the reissuance in accordance with Accounting Principles Board Opinion No. 6, “Status of Accounting Research Bulletins” and charges the excess of the repurchase cost over issuance price using the weighted average method to accumulated deficit. In the case where the repurchase cost over issuance price using the weighted average method is lower than the issuance price, the Company credits the difference to additional paid-in capital.

During the first nine months of 2012, the Company issued approximately 456,000 shares of common stock out of treasury stock to employees who exercised their stock options or stock appreciation rights or purchased shares from the Company’s 1993 Employee Stock Purchase Plan.

 

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NOTE M—RESTRUCTURING COSTS AND OTHER

 

  a. During the third quarter of 2012, the Company initiated a restructuring plan in order to improve operating efficiencies and reduce its operating expenses for fiscal year 2012 and subsequent periods. As part of this restructuring plan, the Company executed termination agreements with certain of its employees. During the third quarter of 2012, the Company recorded an expense in the amount of $1,315, consisting mainly of employee severance costs and the future expected under-utilization of existing development tool agreements with expiry dates in 2013 and 2014. The Company anticipates that the remaining accrued restructuring cost balance of $908 will be paid out in cash throughout the remainder of 2012 and in 2013.

 

  b. During the second quarter of 2012, as part of the Company’s plan to improve operating efficiencies and reduce its operating expenses for fiscal year 2012, it restructured its operations. As part of this restructuring plan, the Company executed termination agreements with certain of its employees. During the second quarter of 2012, the Company recorded an expense in the amount of $693, consisting mainly of employee severance costs. The Company anticipates that the remaining accrued restructuring cost balance of $275 will be paid out in cash throughout the remainder of 2012 and in 2013.

 

  c. During the third quarter of 2011, as part of the Company’s plan to improve operating efficiencies and reduce its operating expenses for fiscal year 2012, it restructured its U.S. operations. As part of this restructuring plan, the Company executed termination agreements with certain of its U.S. employees and renegotiated the lease for its U.S facilities. In 2011, the Company recorded an expense in the amount of $419, consisting of employee severance costs and lease agreement termination. During the first nine of 2012, the remaining restructuring expenses related to the restructuring of U.S. operations were included in research and development expenses due to the immateriality of such expenses. As of September 30, 2012, the $419 restructuring expenses mentioned above have been paid.

 

  d. During the first quarter of 2011, the Company recorded total income of $590 in connection with its restructuring plan implemented during the third quarter of 2010. The income resulted mainly from the closure of the Company’s Swiss facilities and the termination of employment of the employees of its Swiss subsidiary, which resulted in a curtailment and settlement of the Swiss pension plan during the first quarter of 2011.

NOTE N—SEGMENT INFORMATION

Description of segments:

During the third quarter of 2012, following an internal reorganization and a change in the manner management evaluates financial information, the Company determined that it operates under three reportable segments in accordance with ASC 280 “Disclosure about Segments of an Enterprise and Related Information.”

The Company’s operating segments are as follows: Home, Office and Mobile. The classification of the Company’s business segments is based on a number of factors that management uses to evaluate, view and run its business operations, which include, but not limited to, customer base, homogeneity of products and technology.

A description of the types of products provided by each business segment is as follows:

Home—Wireless chipset solutions for converged communication at home. Such solutions include integrated circuits targeted for cordless phones sold in retail or supplied by telecommunication service providers, residential gateway devices supplied by telecommunication service providers which integrate the DECT/CAT-iq functionality and also address home automation applications, as well as fixed-mobile convergence solutions.

Office—Comprehensive solution for Voice-over-IP (VoIP) office products, including office solutions that offer businesses of all size low-cost VoIP terminals with converged voice and data applications.

Mobile—Products for the mobile market that provides voice enhancement and far-end noise elimination targeted for mobile phone and mobile headsets.

Segment data:

The Company derives the results of its business segments directly from its internal management reporting system and by using certain allocation methods. The accounting policies the Company uses to derive business segment results are substantially the same as those the Company uses for consolidation of its financial statements. Management measures the performance of each business segment based on several metrics, including earnings from operations. Management uses these results, in part, to evaluate the performance of, and to assign resources to, each of the business segments. The Company does not allocate to its business segments certain operating expenses, which it manages separately at the corporate level. These unallocated costs include primarily restructuring charges, amortization of purchased intangible assets, equity-based compensation expenses and certain corporate governance costs.

Selected operating results information for each business segment was as follows for the three months ended September 30, 2012 and 2011:

 

     Three months ended September 30  
     Revenues      Income (loss) from
operations
 
     2012      2011      2012     2011  

Home

   $ 34,726       $ 46,670       $ 3,225        —  

Office

   $ 1,940       $ 1,703       $ (701     —  

Mobile

   $ —         $ —         $ (2,542     —  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 36,666       $ 48,373       $ (18   $ 72   

 

* It is impracticable to present 2011 income (loss) from operations by segments due to lack in internal management reporting and tracking system, which tracks and reports employees actual hours in the various projects.

 

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Selected operating results information for each business segment was as follows for the nine months ended September 30, 2012 and 2011:

 

     Nine months ended September 30  
     Revenues      Income (loss) from
operations
 
     2012      2011      2012     2011  

Home

   $ 119,269       $ 151,312       $ 10,138        —  

Office

   $ 5,092       $ 4,354       $ (4,099     —  

Mobile

   $ —         $ —         $ (5,851     —  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 124,361       $ 155,666       $ 188      $ 859   

 

* It is impracticable to present 2011 income (loss) from operations by segments due to lack in internal management reporting and tracking system, which tracks and reports employees actual hours in the various projects.

The reconciliation of segment operating results information to the Company’s consolidated financial information was as follows for the three and nine months ended September 30, 2012:

 

     Three months     Nine months  

Income (loss) from operations

   $ (18   $ 188   

Unallocated corporate, general and administrative expenses

     (436     (2,232

Restructuring expenses

     (1,315     (2,008

Equity-based compensation expenses

     (1,107     (4,051

Intangible assets amortization expenses

     (592     (1,778

Financial income, net

     666        1,732   
  

 

 

   

 

 

 

Total consolidated loss before taxes

   $ (2,802   $ (8,149

The reconciliation of segment operating results information to the Company’s consolidated financial information was as follows for the three and nine months ended September 30, 2011:

 

     Three months     Nine months  

Income (loss) from operations

   $ 72      $ 859   

Unallocated corporate, general and administrative expenses

     (1,232     (2,576

Restructuring (expenses) Income

     (420     170   

Equity-based compensation expenses

     (1,351     (5,063

Intangible assets amortization expenses

     (2,197     (6,591

Financial income, net

     455        1,333   
  

 

 

   

 

 

 

Total consolidated loss before taxes

   $ (4,673   $ (11,868

NOTE O—NEW ACCOUNTING PRONOUNCEMENTS

In June 2011, FASB issued Accounting Standards Update (“ASU”) 2011-05, “Presentation of Comprehensive Income,” which requires companies to present reclassification adjustments and the effect of those reclassification adjustments. This guidance is effective for interim and annual periods beginning after December 15, 2011. The Company implemented this guidance in its condensed consolidated statements of income for the first quarter of 2012.

In September 2011, FASB issued ASU 2011-08, “Intangibles—Goodwill and Other,” which permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in Topic 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. This guidance is effective for interim and annual periods beginning after December 15, 2011. The Company adopted this guidance for the first quarter of 2012.

 

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For additional description of recent accounting pronouncements relevant to the Company, please refer to “Recently issued accounting standards” section included in Note 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report and certain information incorporated herein by reference contain forward-looking statements, which are provided under the “safe harbor” protection of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this report, other than statements that are purely historical in nature, are forward-looking statements. Forward-looking statements are generally written in the future tense and/or are preceded by words such as “will,” “may,” “should,” “could,” “expect,” “suggest,” “believe,” “anticipate,” “intend,” “plan,” or other similar words. Forward-looking statements include statements regarding:

 

   

Our belief that sales of our DECT products will continue to represent a substantial percentage of our revenues for the remainder of 2012;

 

   

Our belief that our past research and development investments in new technologies are beginning to materialize;

 

   

Our belief that the rapid deployment of new communication access methods, including mobile, wireless broadband, cable and other connectivity, the traditional cordless telephony market using fixed-line telephony is declining and may continue to decline, which may reduce our revenues derived from, and unit sales of, cordless telephony products;

 

   

Our belief that the market will remain price sensitive for the rest of 2012 for our traditional cordless telephony products and expect that price erosion and the decrease in the average selling prices of such products to continue;

 

   

Our belief that the challenges associated with the European and North America markets for DECT products would negatively impact our revenues for the fourth quarter of 2012 and result in continued operating losses for the company;

 

   

Our focus on generating positive operating cash flows in 2012 and implementing additional cost cutting measures whenever necessary to ensure we achieve this objective;

 

   

Our anticipation that as a result of our cost cutting measures implemented during 2012, there will be a significant decrease in our operating expenses for 2012, as compared to 2011; and

 

   

Our belief that our available cash and cash equivalents at September 30, 2012 should be sufficient to finance our operations for both the short and long term.

All forward-looking statements included in this Quarterly Report on Form 10-Q are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement. Many factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this report. These factors include, but are not limited to, our dependence on one primary distributor, our OEM relationships and competition, as well as those risks described in Part II – Item 1A – “Risk Factors” of this Form 10-Q.

Overview

The following discussion and analysis is intended to provide investors with a narrative of our financial results and an evaluation of our financial condition and results of operations. The discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto.

Business Overview

DSP Group is a leading global provider of wireless chipset solutions for converged communications, delivering system solutions that combine semiconductors and software with reference designs. We provide a broad portfolio of wireless chipsets integrating DECT, Wi-Fi, and VoIP technologies with state-of-the-art application processors. We also enable converged voice, audio, video and data connectivity for next-generation consumer products, including home

 

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gateways, IP phones, multimedia phones and home automation. Our current primary focus is digital cordless telephony with sales of our in-house developed DECT, CoIP, 2.4GHz and 5.8GHz chipsets representing approximately 94% of our total revenues for the first nine months of 2012.

As further described below, during the third quarter of 2012, we determined that the company operates under three reportable segments. Our operating segments are as follows: Home, Office and Mobile. The classification of our business segments is based on a number of factors that management uses to evaluate, view and run its business operations, which include, but not limited to, customer base, homogeneity of products and technology. The description of our operating segments is outlined in Note N to our financial statements for the period ended September 30, 2012 and below.

Our revenues were $124.4 million for the first nine months of 2012, a decrease of 20.0% in comparison to the same period of 2011. The decrease in our revenues for the first nine months of 2012 in comparison to the same period of 2011 was mainly due to a decrease in sales of DECT products to the European and the North American end markets. Revenues derived from the sale of DECT products represented 82% of our total revenues for the first nine months of 2012, as compared to 83% of our total revenues for the first nine months of 2011. Our gross margin increased to 37.3% of our total revenues for the first nine months of 2012 from 36.3% for the first nine months of 2011, primarily due to (i) a decrease in the provision for slow or obsolete inventories, (ii) an improvement in the production yield of certain of our products, (iii) a decrease in certain production costs such as gold due to the replacement of gold with copper in certain of our products, and (iv) a reduction in other operational expenses such as boards, materials and subcontractors. Our operating loss decreased to $9.9 million for the first nine months of 2012, as compared to $13.2 million of operating loss for the first nine months of 2011, mainly as a result of decreases in research and development expenses and amortization of intangible assets expenses, offset to some extent by a decrease in our revenues for the first nine months of 2012 as compared to 2011 and an increase in restructuring expenses for the first nine months of 2012 as compared to restructuring income for the first nine months of 2011.

In addition to general market competitiveness, the cordless telephony market, from which we derive most of our revenues, is undergoing a challenging period of transition. With the rapid deployment of new communication access methods, including mobile, wireless broadband, cable and other connectivity, the traditional cordless telephony market using fixed-line telephony is declining and may continue to decline, which may reduce our revenues derived from, and unit sales of, cordless telephony products. Furthermore, our business also may be significantly affected by the outcome of the competition between cellular phone operators and fixed-line operators for the provision of residential communication. A significant majority of our revenues are currently generated from sales of chipsets used in cordless phones that are based on fixed-line telephony. If we are unable to develop new technologies to address alternative connectivity methods, our business could be materially adversely affected.

Furthermore, current macro-economic trends will continue to negatively affect our financial results. For example, we are observing continuing weakness in demand for DECT products. The weakness is driven mainly by continued sluggish demand for our DECT products in the European and rest of the world end markets, as well as a softening demand for DECT 6.0 products in the North American end markets. In Europe, the consumer electronic market continues to face difficulties amid ongoing macro-economic concerns, exacerbated by ongoing debt crisis. This weak demand pattern has resulted in softer demand from our ODM and OEM customers of products targeting the European and rest of the world end markets for the third quarter of 2012 and we anticipate this trend to continue for the remainder of 2012. The market weakness also includes a lower demand for fixed wireless terminals and home gateway with DECT connectivity by service providers, mainly due to delays in new product ramp up.

In response to market trends and with a view to leveraging our strong technology base and customer relationships to maximize growth and revenue opportunities, we have concentrated our development efforts on next generation products. Our next generation products include three main groups of products: (i) DECT/CAT-iq ICs targeted for residential gateway devices supplied by telecommunication service providers and which integrate the DECT/CAT-iq functionality and also address home automation applications, as well as fixed-mobile convergence solutions, included in the Home segment ; (ii) VoIP products for enterprise included in the Office segment ; and (iii) products for the mobile market that provides voice enhancement and far-end noise elimination targeted for mobile phones and mobile headsets, included in the mobile segment.

We are seeing evidence that our past research and development investments in new technologies are beginning to materialize. We have achieved a number of design wins for these next generation products, where commercial shipments for some products have begun with more shipments to occur during the remainder of 2012.

 

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However, we can provide no assurances about our success in introducing new products and penetrating new markets, as well as our predictions regarding market trends. Although next generation products targeted at the convergence of voice, audio, video and data connectivity and at enterprise VoIP solutions are gradually being introduced into the market, market adoption of such products is at early stages. Although we have achieved a number of design wins with top-tier OEMs for next-generation products, revenue generated from the commercialization of new products is a measured process as there is generally a long lead time from a design win to commercialization. From initial product design win to volume production, many factors could impact the timing and/or amount of sales actually realized from the design win. In addition to general price sensitive and price erosion in the markets we operate, the introduction of next-generation productions may accelerate price erosion of older products. As a result, we expect the market to remain price sensitive for the rest of 2012 for our traditional cordless telephony products and expect that price erosion and the decrease in the average selling prices of such products to continue. Furthermore, various other factors, including increases in the cost of raw materials and commodities and our suppliers passing such increases onto us, increases in silicon wafer costs and increases in production, assembly and testing costs, and shortage of capacity to fulfill our fabrication, assembly and testing needs, all may decrease our gross profit and harm our ability to grow our revenues in future periods.

We anticipate that these market challenges would continue to negatively impact our revenues for the fourth quarter of 2012 and result in continued operating losses for the company. Moreover, the continued uncertainty about the sustainability of the global economic recovery and outlook has resulted in longer product cycles and decision-making processes at our customers’ organizations. We are observing our customers being reluctant in placing orders with normal lead times, with a shift to shorter lead-times and rush orders. This trend makes it very difficult for us to forecast our financial results.

Nonetheless, we remain focused on meeting our objective to generate positive operating cash flows in 2012, and continue to closely monitor market trends. As a result of our cost cutting measures implemented during 2012, we anticipate a significant decrease in our operating expenses for 2012, as compared to 2011.

As of September 30, 2012, our principal source of liquidity consisted of cash and cash equivalents of $19.2 million and marketable securities and short term deposits of $92.8 million, totaling $111.9 million.

RESULTS OF OPERATIONS

Total Revenues. Our total revenues were $36.7 million for the third quarter of 2012, as compared to $48.4 million for the same period in 2011. Our total revenues were $124.4 million for the first nine months of 2012, as compared to $155.7 million for the same period in 2011. The decrease for the third quarter and the first nine months of 2012 was primarily as a result of decreased sales of our DECT and 2.4GHz products. Sales of DECT products for the third quarter of 2012 and 2011 were $30.4 million and $39.5 million, respectively, representing 83% and 82%, respectively, of our total revenues for the respective periods, representing a decrease of 23% in absolute dollars when comparing sales for the third quarter of 2012 to sales for the third quarter of 2011. Sales of DECT products for the first nine months of 2012 and 2011 were $102.5 million and $129.7 million, respectively, representing 82% and 83%, respectively, of our total revenues for the respective periods, representing a decrease of 21% in absolute dollars when comparing sales for the first nine months of 2012 to sales for the first nine months of 2011.

 

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The following table shows the breakdown of revenues for all product lines for the periods indicated by geographic location based on the geographic location of our customers (in thousands):

 

     Three months ended
September 30,
     Nine months ended
September 30,
 
     2012      2011      2012      2011  

United States

   $ 457       $ 788       $ 1,287       $ 1,490   

Japan

     10,333         15,333         41,073         48,070   

Europe

     1,829         2,312         5,152         7,120   

Hong-Kong

     19,370         23,381         63,704         78,710   

Korea

     337         873         1,608         4,864   

China

     1,615         2,423         4,694         6,726   

Taiwan

     1,724         2,180         4,580         6,242   

Other

     1,001         1,083         2,263         2,444   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total revenues

   $ 36,666       $ 48,373       $ 124,361       $ 155,666   

Sales to our customers in Hong Kong decreased for the third quarter and the first nine months of 2012, as compared to the same periods of 2011, representing a decrease of 17% and 19%, respectively, in absolute dollars. The decrease in our sales to Hong Kong for the first nine months of 2012 resulted mainly from a decrease in sales to VTech Holdings Ltd. (“VTech”), representing a 13% decrease in absolute dollars for the first nine months of 2012, as compared to the same periods of 2011, and a decrease in sales to CCT Telecom Holdings Ltd. (“CCT Telecom”), representing a 43% decrease in absolute dollars for the first nine months of 2012, as compared to the same periods of 2011. The decrease in our sales to Hong Kong for the third quarter of 2012 resulted mainly from a decrease in sales to VTech, representing a 16% decrease in absolute dollars for the third quarter of 2012, as compared to the same period of 2011. Sales to our customers in Japan decreased for the third quarter and the first nine months of 2012 as compared to the same period of 2011, representing a decrease of 33% and 15%, respectively, in absolute dollars. The decrease in our sales to Japan for the comparable periods resulted mainly from a decrease in sales to Uniden America Corporation (“Uniden”), representing a 50% and 25% decrease, respectively, in absolute dollars for the third quarter and the first nine months of 2012, as compared to the same periods in 2011.

As our products are generally incorporated into consumer products sold by our OEM customers, our revenues are affected by seasonal buying patterns of consumer products sold by our OEM customers that incorporate our products. The fourth quarter in any given year is usually the strongest quarter of sales for our OEM customers and, as a result, the third quarter in any given year is usually the strongest quarter for our revenues as our OEM customers request increased shipments of our products in anticipation of the fourth quarter holiday season. By contrast, the first quarter in any given year is usually the weakest quarter for us. This trend can be generally observed from reviewing our quarterly information and results of operations. However, the magnitude of this trend varies annually and is affected by macro-economic trends. For example, due to challenges associated with the European and the North American markets for our DECT products, our revenues for the third quarter of 2012 were weaker than the first and second quarters of 2012.

Significant Customers. VTech is a significant OEM customer based in Hong Kong. Sales to VTech represented 33% and 29% of our total revenues for the three months ended September 30, 2012 and 2011, respectively. Sales to VTech represented 35% and 32% of total revenues for the nine months ended September 30, 2012 and 2011.

Sales to CCT Telecom represented 12% and 10% of our total revenues for the three months ended September 30, 2012 and 2011, respectively. Sales to CCT Telecom represented 8% and 11% of our total revenues for the nine months ended June 30, 2012 and 2011, respectively.

Sales to Uniden represented 7% and 10% of our total revenues for the three months ended September 30, 2012 and 2011. Sales to Uniden represented 11% and 12% of our total revenues for the nine months ended September 30, 2012 and 2011, respectively.

 

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The Japanese market and the OEMs that operate in that market are among the largest suppliers of residential wireless products with significant market share in the U.S. market. Revenues derived from sales through our largest distributor, Tomen Electronics Corporation (“Tomen Electronics”) accounted for 21% of our total revenues for both the three months ended September 30, 2012 and 2011. Revenues derived from sales through Tomen Electronics accounted for 22% and 19% of our total revenues for the nine months ended September 30, 2012 and 2011, respectively.

Tomen Electronics sells our products to a limited number of customers. One customer, Panasonic Communications Co., Ltd. (“Panasonic”), has continually accounted for a majority of sales through Tomen Electronics. Sales to Panasonic through Tomen Electronics generated 15% and 16% of our total revenue for the three months ended September 30, 2012 and 2011, respectively. Sales to Panasonic through Tomen Electronics generated 16% and 13% of our total revenues for the nine months ended September 30, 2012 and 2011, respectively. The loss of Tomen Electronics as a distributor and our inability to obtain a satisfactory replacement in a timely manner would harm our sales and results of operations. Additionally, the loss of Panasonic and Tomen Electronics’ inability to thereafter effectively market our products would also harm our sales and results of operations.

In addition to Tomen Electronics and Panasonic, the loss of any of our other significant customers or distributors, including VTech, or reduced demand for products from, or the reduction in purchasing capability of, one of our other significant customers, could have a material adverse effect on our business, financial condition and results of operations.

Significant Products. Revenues from our DECT products represented 83% and 82% of our total revenues for the three and nine months ended September 30, 2012, respectively. Revenues from our DECT products represented 82% and 83% of our total revenues for the three and nine months ended September 30, 2011, respectively. We believe that sales of DECT products will continue to represent a substantial percentage of our revenues for the remainder of 2012. We believe that the rapid deployment of new communication access methods, as well as the decline in fixed-line telephony, will continue to reduce our total revenues derived from, and unit sales of, cordless telephony products, including our DECT products.

Gross Profit. Gross profit as a percentage of revenues was 37.9% for the third quarter of 2012 and 36.2% for the third quarter of 2011. Gross profit as a percentage of revenues was 37.3% for the first nine months of 2012 and 36.3% for the first nine months of 2011. The increase in our gross profit for the comparable periods was primarily due to (i) a decrease in the provision for slow or obsolete inventories, (ii) an improvement in the production yield of certain of our products, (iii) a decrease in certain production costs such as gold due to the replacement of gold with copper in certain of our products and (iv) a reduction in other operational expenses such as boards, materials and subcontractors.

As gross profit reflects the sale of chips and chipsets that have different margins, changes in the mix of products sold have impacted and will continue to impact our gross profit in future periods. Our gross profit may decrease in the future due to a variety of factors, including the continued decline in the average selling prices of our products, changes in the mix of products sold, our failure to achieve cost reductions, roll-out of new products in any given period, our success in introducing new engineering processes to reduce manufacturing costs, increases in the cost of raw materials such as gold and copper, oil and silicon wafers, and increases in production, assembly and testing costs. Moreover, our suppliers may pass the increase in the cost of raw materials and commodities onto us which would further reduce the gross margins of our products. We cannot guarantee that our ongoing efforts in cost reduction and yield improvements will be successful or that they will keep pace with the anticipated continuing decline in average selling prices of our products. Steps we are taking to reduce our production costs include the implementation of cost improvement plans to reduce testing costs and offering our customers more cost effective products such as using copper instead of gold in the packaging process. However, we can provide no assurance that any alternative solutions we provide to our customers will be acceptable to them or that these steps will help us offset the continued decrease in gross margins of our products.

Cost of goods sold consists primarily of costs of wafer manufacturing and fabrication, assembly and testing of integrated circuit devices and related overhead costs, and compensation and associated expenses related to manufacturing and testing support and logistics personnel.

Research and Development Expenses, net. Our research and development expenses decreased to $9.6 million for the third quarter of 2012 from $12.6 million for the third quarter of 2011. Research and development expenses decreased to $33.0 million for the first nine months of 2012 from $41.0 million for the first nine months of 2011. The decrease for the third quarter and the first nine months of 2012 in research and development expenses, as compared to the comparable periods of 2011, was mainly due to (i) the restructuring of our U.S. operations, which was implemented during the third

 

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quarter of 2011 and reduced our research and development expenses for the third quarter and the first nine months of 2012 (ii) a decrease in projects-related expenses (mainly tape-out, materials, subcontractors and travel expenses), and (iii) a decrease in labor and employee-related expenses, which was in addition to the planned decrease that resulted from the restructurings of our U.S. operations that were initiated during the third quarter of 2011. This decrease in labor and employee-related expenses for the both comparable periods was mainly due to (x) a decrease in the number of employees, (y) the devaluation of the New Israeli Shekel (“NIS”) against the U.S. dollar, which decreased the Israeli employee labor expenses, and (z) the restructuring of our operations that was initiated during the second and the third quarters of 2012, which are described in greater detail in the Note M of our financial statements for the quarter ended September 30, 2012. In addition, during the third quarter of 2012 we recorded grants receivable in the amount of $0.3 million from the Office of Chief Scientist in Israel in support of one of our research and developments projects, which also decreased our research and development expenses, in comparison to the third quarter of 2011.

Our research and development expenses as a percentage of our total revenues were 26% for both the three months ended September 30, 2012 and 2011, respectively, and 27% and 26% for the nine months ended September 30, 2012 and 2011, respectively. The increase in research and development expenses for the nine months ended September 30, 2012 as a percentage of our total revenues was due to the decrease in absolute dollars of our total revenues for the nine months ended September 30, 2012, as compared to the comparable periods of 2011.

Research and development expenses consist mainly of payroll expenses to employees involved in research and development activities, expenses related to tapeout and mask work, subcontracting, labor contractors and engineering expenses, depreciation and maintenance fees related to equipment and software tools used in research and development, and facilities expenses associated with and allocated to research and development activities.

Sales and Marketing Expenses. Our sales and marketing expenses decreased to $3.5 million for the third quarter of 2012 from $4.2 million for the third quarter of 2011. Sales and marketing expenses decreased to $11.3 million for the first nine months of 2012 from $12.4 million for the first nine months of 2011. The decrease in sales and marketing expenses for the third quarter and the first nine months of 2012, as compared to the comparable periods during 2011, was mainly attributed to (i) a decrease in payroll and payroll-related expenses, (ii) a decrease in sales commission paid due to a lower level of revenues subject to sales commissions, and (iii) a decrease in overseas travel expenses.

Our sales and marketing expenses as a percentage of total revenues were 10% and 9% for the three months ended September 30, 2012 and 2011, respectively, and 9% and 8% for the nine months ended September 30, 2012 and 2011, respectively. The increase in sales and marketing expenses as a percentage of our total revenues for the comparable periods was due to the decrease in absolute dollars of our total revenues for the three months and nine months ended September 30, 2012, as compared to the comparable periods of 2011.

Sales and marketing expenses consist mainly of sales commissions, payroll expenses to direct sales and marketing employees, travel, trade show expenses, and facilities expenses associated with and allocated to sales and marketing activities.

General and Administrative Expenses. Our general and administrative expenses decreased to $2.3 million for the third quarter of 2012 from $3.3 million for the third quarter of 2011. General and administrative expenses decreased to $8.2 million for the first nine months of 2012 from $10.0 million for the first nine months of 2011. The decrease in general and administrative expenses for the third quarter of 2012, as compared to the comparable period of 2011, was mainly due to a decrease in legal and shareholders’ relations expenses. The decrease in general and administrative expenses for the first nine months of 2012, as compared to the comparable period of 2011, was mainly due to (i) a decrease in equity-based compensation expenses in the amount of $0.6 million, (ii) a decrease in payroll and payroll-related expenses mainly due to the devaluation of the NIS against the U.S. dollar, which decreased the Israeli employee payroll expenses in U.S. dollar, and (iii) a decrease in legal, accounting and shareholders’ relations expenses.

General and administrative expenses as a percentage of our total revenues were 6% and 7% for the three months ended September 30, 2012 and 2011, respectively, and 7% and 6% for the nine months ended September 30, 2012 and 2011, respectively. The increase in general and administrative expenses for the first nine months of 2012 as compared to 2011, as a percentage of our total revenues for the comparable periods was due to the decrease in absolute dollars of our total revenues.

 

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Our general and administrative expenses consist mainly of payroll expenses for management and administrative employees, accounting and legal fees, expenses related to investor relations as well as facilities expenses associated with general and administrative activities.

Description of Segments.

During the third quarter of 2012, following an internal reorganization and a change in the manner management evaluates financial information we determined that the company operates under three reportable segments in accordance with ASC 280 “Disclosure about Segments of an Enterprise and Related Information.”

Our operating segments are as follows: Home, Office and Mobile. The classification of our business segments is based on a number of factors that management uses to evaluate, view and run its business operations, which include, but not limited to, customer base, homogeneity of products and technology.

A description of the types of products provided by each business segment is as follows:

Home – Wireless chipset solutions for converged communication at home. Such solutions include integrated circuits targeted for cordless phones sold in retail or supplied by telecommunication service providers, residential gateway devices supplied by telecommunication service providers which integrate the DECT/CAT-iq functionality and also address home automation applications, as well as fixed-mobile convergence solutions.

Office - Comprehensive solution for Voice-over-IP (VoIP) office products, including office solutions that offer businesses of all size low-cost VoIP terminals with converged voice and data applications.

Mobile - Products for the mobile market that provides voice enhancement and far-end noise elimination targeted for mobile phone and mobile headsets.

Segment Data:

We derive the results of our business segments directly from our internal management reporting system and by using certain allocation methods. The accounting policies we use to derive business segment results are substantially the same as those we use for consolidation of our financial statements. Management measures the performance of each business segment based on several metrics, including earnings from operations. Management uses these results, in part, to evaluate the performance of, and to assign resources to, each of the business segments. We do not allocate to our business segments certain operating expenses, which we manage separately at the corporate level. These unallocated costs include primarily restructuring charges, amortization of purchased intangible assets, equity-based compensation expenses and certain corporate governance costs.

Selected operating results information for each business segment was as follows for the three months ended September 30, 2012 and

2011:

 

     Three months ended September 30  
     Revenues      Income (loss) from
operations
 
     2012      2011      2012     2011  

Home

   $ 34,726       $ 46,670       $ 3,225        —  

Office

   $ 1,940       $ 1,703       $ (701     —  

Mobile

   $ —         $ —         $ (2,542     —  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 36,666       $ 48,373       $ (18   $ 72   

 

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* It is impracticable to present 2011 income (loss) from operations by segments due to lack in internal management reporting and tracking system, which tracks and reports employees actual hours in the various projects. Selected operating results information for each business segment was as follows for the nine months ended September 30, 2012 and 2011:

 

     Nine months ended September 30  
     Revenues      Income (loss) from
operations
 
     2012      2011      2012     2011  

Home

   $ 119,269       $ 151,312       $ 10,138        —  

Office

   $ 5,092       $ 4,354       $ (4,099     —  

Mobile

   $ —         $ —         $ (5,851     —  
  

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 124,361       $ 155,666       $ 188      $ 859   

 

* It is impracticable to present 2011 income (loss) from operations by segments due to lack in internal management reporting and tracking system, which tracks and reports employees actual hours in the various projects.

The reconciliation of segment operating results information to our consolidated financial information was as follows for the three and nine months ended September 30, 2012:

 

     Three months     Nine months  

Income (loss) from operations

   $ (18   $ 188   

Unallocated corporate, general and administrative expenses

     (436     (2,232

Restructuring expenses

     (1,315     (2,008

Equity-based compensation expenses

     (1,107     (4,051

Intangible assets amortization expenses

     (592     (1,778

Financial income, net

     666        1,732   
  

 

 

   

 

 

 

Total consolidated loss before taxes

   $ (2,802   $ (8,149

The reconciliation of segment operating results information to the Company’s consolidated financial information was as follows for the three and nine months ended September 30, 2011:

 

     Three months     Nine months  

Income (loss) from operations

   $ 72      $ 859   

Unallocated corporate, general and administrative expenses

     (1,232     (2,576

Restructuring (expenses) Income

     (420     170   

Equity-based compensation expenses

     (1,351     (5,063

Intangible assets amortization expenses

     (2,197     (6,591

Financial income, net

     455        1,333   
  

 

 

   

 

 

 

Total consolidated loss before taxes

   $ (4,673   $ (11,868

Amortization of Intangible Assets. During the third quarter of 2012, we recorded an expense of approximately $0.6 million, as compared to $2.2 million for the three months ended September 30, 2011, relating to the amortization of intangible assets associated with the acquisition of the CIPT business of NXP B.V. (the “Acquisition”) and the BoneTone Communications (“BoneTone”) acquisition in 2011. During the nine months ended September 30, 2012, we recorded an expense of approximately $1.8 million, as compared to $6.6 million for the nine months ended September 30, 2011, relating to the amortization of intangible assets associated with the Acquisition and the BoneTone acquisition in 2011. The decrease is consistent with, and is based on, the original amortization schedule determined following the impairment of goodwill and other intangible assets that took place in 2008.

Restructuring Costs and Other. During the third quarter of 2012, we recorded an expense of $1.3 million in connection with the restructuring of our operations that was initiated during the third quarter of 2012. As part of this restructuring plan, we executed termination agreements with certain of our employees and recorded an expense related to the future expected under-utilization of existing development tool agreements with expiry dates in 2013 and 2014. During the third quarter of 2011, as part of our plan to improve operational efficiencies and reduce our operating expenses for fiscal year 2012, we restructured our U.S. operations. As part of this restructuring plan, we executed termination agreements with certain of our U.S. employees and renegotiated the lease for our U.S. facilities. We recorded an expense in the amount of $0.4 million during the third quarter of 2011, consisting of employee severance costs and lease agreement termination.

During the first nine months of 2012, we recorded an expense of $2.0 million in connection with the restructuring of our operations, which is composed of two restructuring plans executed during the second and third quarters of 2012. As part of these restructuring plans, we executed termination agreements with certain of our employees and recorded an expense related to the future expected under-utilization of existing development tool agreements with expiry dates in 2013 and 2014. During the first nine months of 2011, we recorded a restructuring income of $0.2 million, which was composed

 

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of an income of $0.6 million associated with the restructuring plan that we initiated during the third quarter of 2010, offset by restructuring expenses in the amount of $0.4 million associated with the restructuring of our U.S. operations during the third quarter of 2011 as noted above. The above referenced income of $0.6 million resulted mainly from the closure of our Swiss facilities and the termination of employment of the employees of our Swiss subsidiary, which resulted in a curtailment and settlement of our Swiss pension plan during the first quarter of 2011.

Financial Income, net. Financial income, net, for the three months ended September 30, 2012 increased to $0.7 million from $0.5 million for the three months ended September 30, 2011. Financial income, net, for the nine months ended September 30, 2012 increased to $1.7 million from $1.3 million for the nine months ended September 30, 2011. The increase in financial income, net, for the nine months ended September 30, 2012, as compared to 2011, was mainly due a profit in the amount of $0.5 million resulting from the sale of certain marketable securities during the nine months ended September 30, 2012, as compared to a profit in the amount of $0.1 million recorded for the nine months ended September 30, 2011. The increase in financial income, net, for the three months ended September 30, 2012, as compared to 2011, was mainly due to a profit in the amount of $0.2 million resulting from the sale of certain marketable securities during the third quarter of 2012, as compared to no profit recorded during the third quarter of 2011.

Our total cash, cash equivalents and marketable securities were $111.9 million as of September 30, 2012, compared to $131.4 million as of September 30, 2011.

Provision for Income Taxes. Our income tax benefit was $0.2 million for the first nine months of 2012, as compared to an income tax benefit of $0.4 million for the first nine months of 2011. The income tax benefit for the first nine months of 2011 was mainly attributed to an approval that was received from the Israeli governmental authorities with respect to the recognition for tax purposes of our research and development expenses for previous years.

Our tax benefit for the third quarter of 2012 was $0.4 million, mostly as a result of the reversal of an income tax contingency reserve in the amount of $0.5 million that was determined to be no longer required due to the expiration of the applicable statutes of limitation during the third quarter of 2012, as compared to taxes on income in the amount of $0.1 million for the third quarter of 2011.

During the three and nine months ended September 30, 2012, we did not record any significant changes to the net deferred tax assets due to our current estimation of future taxable income.

DSP Group Ltd., our Israeli subsidiary, was granted “Approved Enterprise” status by the Israeli government with respect to six separate investment plans. Approved Enterprise status allows our Israeli subsidiary to enjoy a tax holiday for a period of two or four years, and a reduced corporate tax rate of 10% to 25% (based on the percentage of foreign ownership) for an additional six or eight years, on each investment plan’s proportionate share of taxable income. The tax benefits under our Israeli subsidiary’s first four investment plans have expired and those under the fifth and sixth investment plans are scheduled to gradually expire by 2015.

On April 1, 2005, an amendment to the Israeli Investment Law came into effect (the “Amendment”). The Amendment revised the criteria for investments qualified to receive tax benefits. An eligible investment program under the Amendment qualifies for benefits as a Beneficiary Enterprise (rather than the previous terminology of Approved Enterprise). Among other things, the Amendment provides tax benefits to both local and foreign investors and simplified the approval process. The Amendment does not apply to investment programs approved prior to December 31, 2004. The new tax regime applies to new investment programs only.

For 2006 and 2009, DSP Group Ltd. elected the status of a Beneficiary Enterprise under the Amendment for its seventh and eight plans, respectively. The seventh and eight plans entitle DSP Group Ltd. to a corporate tax exemption for a period of two years and a reduced corporate tax rate of 10% to 25% (based on the percentage of foreign ownership) for an additional period of eight years from the first year it has taxable income. The tax benefits under the seventh and eight investment plans are scheduled to gradually expire between 2015 and 2023.

In December 2010, the Knesset (Israeli parliament) passed a new amendment (the “New Amendment”) which prescribes, among other things, for a further amendment of the Israeli Investment Law. The New Amendment became effective as of January 1, 2011. Among other things, the New Amendment sets forth the following amended tax rates for income generated from qualified investment programs:

 

   

for 2012 - 15%;

 

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for 2013 and 2014 - 12.5%; and

 

   

for 2015 and thereafter - 12%.

We do not currently intend to implement the New Amendment; rather we intend to continue to comply with the Investment Law as in effect prior to enactment of the New Amendment until the earlier of such time that compliance with the Investment Law prior to enactment of the New Amendment is no longer in our best interests or until the expiration of our current investment programs. We are required to comply with the New Amendment subsequent to the expiration of our current investment programs and for any new qualified investment program after a transitional period. As a result, the New Amendment may increase our average tax rate in future years.

To be eligible for tax benefits under the investment programs, we must meet certain conditions, relating principally to adherence to the investment program filed with the investment Center of the Israeli Ministry of Industry and Trade and to periodic reporting obligations. We believe that our investment programs are currently in compliance with these requirements. However, if we fail to meet these requirements, we would be subject to corporate tax in Israel at the regular statutory rate (25% for 2012). We also could be required to refund tax benefits, with interest and adjustments for inflation based on the Israeli consumer price index.

In connection with the Acquisition, we received a tax ruling from the Swiss tax authorities with respect to the taxable income generated by our Swiss subsidiary, including the amortization period for tax purposes of goodwill and all other intangible assets acquired in the Acquisition by our Swiss subsidiary. Pursuant to the tax ruling, our Swiss subsidiary is entitled to reduced tax rates of approximately 10% to 15%, depending on the source of income, and tax amortization period of up to 10 years for the goodwill and other intangible assets acquired in the Acquisition by our Swiss subsidiary.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities. For the first nine months of 2012, we generated $0.9 million of cash and cash equivalents from our operating activities. Cash generated from operating activities amounted to $1.0 million for the first nine months of 2011.

Investing Activities. We invest excess cash in marketable securities of varying maturity, depending on our projected cash needs for operations, capital expenditures and other business purposes. During the first nine months of 2012, we purchased $52.0 million of marketable securities and no short term deposits, as compared to $48.0 million purchase of marketable securities and $13.0 million of short term deposits during the first nine months of 2011. During the first nine months of 2012 and 2011, $19.9 million and $48.2 million, respectively, of marketable securities matured and were called by the issuers. During the first nine months of 2012 and 2011, $27.7 million and $3.9 million, respectively, of marketable securities were sold. Additionally, during the first nine months of 2012 and 2011, $13 million and $10.0 million, respectively, of short term deposits matured.

As of September 30, 2012, the amortized cost of our marketable securities and short term deposits was $91.6 million and their stated market value was $92.8 million, representing an unrealized gain of $1.2 million.

Our capital equipment purchases for the first nine months of 2012, consisting primarily of research and development software tools, computers and other peripheral equipment, engineering test and lab equipment, leasehold improvements, furniture and fixtures, totaled $0.8 million, as compared to $2.1 million for the first nine months of 2011.

Financing Activities. During the first nine months of 2012, we repurchased 1,182,590 shares of our common stock at an average purchase price of $6.35 per share for approximately $7.5 million. During the first nine months of 2011, we repurchased 775,025 shares of our common stock at an average purchase price of $7.2 per share for approximately $5.6 million. We received none and $0.4 million upon the exercise of employee stock options during the first nine months of 2012 and 2011, respectively. We cannot predict cash flows from option exercises for future periods.

Pursuant to various prior board authorizations, as of September 30, 2012, 408,589 shares of our common stock remained authorized for repurchase pursuant to our board authorized share repurchase program.

 

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As of September 30, 2012, we had cash and cash equivalents totaling approximately $19.2 million and marketable securities and short term deposits of approximately $92.8 million.

Our working capital at September 30, 2012 was approximately $54.3 million, as compared to $74.5 million as of September 30, 2011. The decrease in working capital was mainly due to a decrease in cash and cash equivalents, marketable securities and short term deposits, mainly due to the acquisition of the remaining 70% equity interest in BoneTone Communications in December 2011 and the repurchase of our common stock during the fourth quarter of 2011 and the first half of 2012. We believe that our current cash, cash equivalents, cash deposits and marketable securities will be sufficient to meet our cash requirements for both the short and long term.

In addition, as part of our business strategy, we may evaluate potential acquisitions of businesses, products and technologies. Accordingly, a portion of our available cash may be used at any time for the acquisition of complementary products or businesses. Such potential transactions may require substantial capital resources, which may require us to seek additional debt or equity financing. We cannot assure you that we will be able to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired businesses into our current operations, or expand into new markets. Furthermore, we cannot assure you that additional financing will be available to us in any required time frame and on commercially reasonable terms, if at all. See the section of the risk factors entitled “We may engage in future acquisitions that could dilute our stockholders’ equity and harm our business, results of operations and financial condition.” for more detailed information.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as such term is defined in recently enacted rules by the Securities and Exchange Commission, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk. It is our policy not to enter into interest rate derivative financial instruments, except for hedging of foreign currency exposures discussed below. We do not currently have any significant interest rate risk since we do not have any financial obligations.

The majority of our cash and cash equivalents are invested in high grade certificates of deposits with major U.S., European and Israeli banks. Generally, cash and cash equivalents and short term deposits may be redeemed and therefore minimal credit risk exists with respect to them. Nonetheless, cash deposits with these banks exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits in the U.S. or similar limits in foreign jurisdictions, to the extent such deposits are even insured in such foreign jurisdictions. While we monitor on a systematic basis the cash balances and adjust the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which we deposit our funds fails or is subject to other adverse conditions in the financial or credit markets. To date we have experienced no loss of principal or lack of access to our cash; however, we can provide no assurance that access to our cash will not be affected if the financial institutions that we hold our cash fail or the financial and credit markets fail to recover fully.

We hold an investment portfolio of marketable securities consisting principally of debentures of U.S. corporations, and state and political subdivisions of the U.S. government. We intend, and have the ability, to hold such investments until recovery of any temporary declines in market value or maturity.

Interest rate fluctuations relating to our cash and cash equivalents and within our investment portfolio have not had, and are not currently anticipated to have, a material effect on our financial position on an annual or quarterly basis.

Foreign Currency Exchange Rate Risk. A significant part of our sales and expenses are denominated in U.S. dollars. Part of our expenses in Israel is paid in NIS, which subjects us to the risks of foreign currency fluctuations between the U.S. dollar and the NIS. Our primary expenses paid in NIS are employee salaries and lease payments on our Israeli facilities. Furthermore, due to the Acquisition, a portion of our expenses for our European operations are paid in the Euro, which subjects us to the risks of foreign currency fluctuations between the U.S. dollar and the Euro. Our primary expenses paid in Euro are employee salaries, lease and operational payments on our European facilities. To partially

 

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protect the company against an increase in value of forecasted foreign currency cash flows resulting from salary and lease payments denominated in NIS during 2012, we instituted a foreign currency cash flow hedging program. The option and forward contracts used are designated as cash flow hedges, as defined by FASB ASC No. 815, “Derivatives and Hedging,” and are all effective as hedges of these expenses. For more information about our hedging activity, see Note G to the attached Notes to the Condensed Consolidated Financial Statement for the period ended September 30, 2012. An increase in the value of the NIS and the Euro in comparison to the U.S. dollar could increase the cost of our research and development expenses and general and administrative expenses, all of which could harm our operating profit. Although we currently are using a hedging program to minimize the effects of currency fluctuations relating to the NIS, our hedging position is partial, may not exist at all in the future and may not succeed in minimizing our foreign currency fluctuation risks.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk.”

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2012.

There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in litigation relating to claims arising from our ordinary course of business. Also, as is typical in the semiconductor industry, we have been and may from time to time be notified of claims that we may be infringing patents or intellectual property rights owned by third parties. We currently believe that there are no claims or actions pending or threatened against us, the ultimate disposition of which would have a material adverse effect on our company.

ITEM 1A. RISK FACTORS.

This Form 10-Q contains forward-looking statements concerning our future products, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Numerous factors could cause our actual results to differ significantly from the results described in these forward-looking statements, including the following risk factors.

There are no material changes to the Risk Factors described under the title “Factors That May Affect Future Performance” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 other than (1) changes to the Risk Factor below entitled “We generate a significant amount of our total revenues from the sale of digital cordless telephony products and our business and operating results may be materially adversely affected if we do not continue to succeed in this highly competitive market or if sales within the overall cordless digital market decreases;” (2) changes to the Risk Factor below entitled “We rely significantly on revenue derived from a limited number of customers;” (3) changes to the Risk Factor below entitled “We rely on a primary distributor for a significant portion of our total revenues and the failure of this distributor to perform as expected would materially reduce our future sales and revenues;” (4) changes to the Risk Factor below entitled “Because our quarterly operating results may fluctuate significantly, the price of our common stock may decline;” (5) changes to the Risk Factor below entitled “We are subject to order and shipment uncertainties and if we are unable to accurately predict customer demand, our business may be harmed;” (6) changes to the Risk Factor below entitled “Our revenues, gross margins and profitability may be materially adversely affected by the continued decline in average selling prices of our products and other factors, including increases in

 

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assembly and testing expenses, and raw material and commodity costs;” (7) changes to the Risk Factor below entitled “Because we have significant international operations, we may be subject to political, economic and other conditions relating to our international operations that could increase our operating expenses and disrupt our business;” (8) changes to the Risk Factor below entitled “Because we have significant operations in Israel, we may be subject to political, economic and other conditions affecting Israel that could increase our operating expenses and disrupt our business; (9) changes to the Risk Factor below entitled: “In order to sustain the future growth of our business, we must penetrate new markets and our new products must achieve widespread market acceptance;” (10) changes to the Risk Factor below entitled: “Our operating results are affected by general economic conditions and the highly cyclical nature of the semiconductor industry;” (11) changes to the Risk Factor below entitled “We are exposed to fluctuations in currency exchange rates;” and (12) changes to the Risk Factor below entitled “The anti-takeover provisions in our certificate of incorporation and bylaws, as well as our rights plan, could prevent or discourage a third party from acquiring us.”

We generate a significant amount of our total revenues from the sale of digital cordless telephony products and our business and operating results may be materially adversely affected if we do not continue to succeed in this highly competitive market or if sales within the overall cordless digital market decrease.

Sales of our digital cordless telephony products comprised a significant majority of our total revenues for the first nine months of 2012. Specifically, sales of our DECT, 2.4GHz, 5.8GHz and CoIP products comprised 94% of our total revenues for both the first nine months of 2012 and 2011. Revenues from our DECT products represented 82% and 83% of our total revenues for the first nine months of 2012 and 2011, respectively.

Any adverse change in the digital cordless market or in our ability to compete and maintain our competitive position in that market would harm our business, financial condition and results of operations. The digital cordless telephony market is extremely competitive and is facing intense pricing pressures, and we expect that competition and pricing pressures will only increase. Our existing and potential competitors in this market include large and emerging domestic and foreign companies, many of whom have significantly greater financial, technical, manufacturing, marketing, sales and distribution resources and management expertise than we do. It is possible that we may one day be unable to respond to increased pricing competition for digital cordless telephony processors or other products through the introduction of new products or reduction of manufacturing costs. This inability to compete would have a material adverse effect on our business, financial condition and results of operations. Likewise, any significant delays by us in developing, manufacturing or shipping new or enhanced products in this market also would have a material adverse effect on our business, financial condition and results of operations.

In addition, to general market competitiveness, the digital cordless telephony market is undergoing a challenging period of transition. With the rapid deployment of new communication access methods, including mobile, wireless broadband, cable and other connectivity, the traditional cordless telephony market using fixed-line telephony is declining and may continue to decline, which reduces our revenues derived from, and unit sales of, cordless telephony products. Macro-economic trends in the consumer electronics industry may adversely impact our future revenues. For example, we anticipate the continued slowdown in demand for consumer electronics products, particularly cordless telephony products, for the remainder of 2012, which would negatively impact our revenues for the fourth quarter of 2012 and result in continued operating losses for the company.

Furthermore, our business also may be affected by the outcome of the competition between cellular phone operators and fixed-line operators for the provision of residential communication. A significant majority of our revenues are currently generated from sales of chipsets used in cordless phones that are based on fixed-line telephony, and the continued decline in fixed-line telephony would reduce our revenues derived from, and unit sales of, our digital cordless telephony products.

We rely significantly on revenue derived from a limited number of customers.

We expect that a limited number of customers, varying in identity from period-to-period, will account for a substantial portion of our revenues in any period. Our four largest customers – VTech, Panasonic, Uniden and CCT Telecom accounted for approximately 69% and 68% of our total revenues for the first nine months of 2012 and 2011, respectively. Sales to VTech represented 35% and 32% of our total revenues for the first nine months of 2012 and 2011, respectively. Sales to Panasonic represented 16% and 13% of our total revenues for the first nine months of 2012 and 2011, respectively. Sales to Uniden represented 11% and 12% of our total revenues for the first nine months of 2012 and 2011, respectively. Sales to CCT Telecom represented 8% and 11% of our total revenues for the first nine months of 2012

 

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and 2011, respectively. Typically, our sales are made on a purchase order basis, and none of our customers has entered into a long-term agreement requiring it to purchase our products. Moreover, we do not typically require our customers to purchase a minimum quantity of our products, and our customers can generally cancel or significantly reduce their orders on short notice without significant penalties. A significant amount of our revenues will continue to be derived from a limited number of large customers. Furthermore, the primary customers for our products are original equipment manufacturers (OEMs) and original design manufacturers (ODMs) in the cordless digital market. This industry is highly cyclical and has been subject to significant economic downturns at various times, particularly in recent periods. These downturns are characterized by production overcapacity and reduced revenues, which at times may affect the financial stability of our customers. Therefore, the loss of one of our major customers, or reduced demand for products from, or the reduction in purchasing capability of, one of our major customers, could have a material adverse effect on our business, financial condition and results of operations.

Because our products are components of end products, if OEMs do not incorporate our products into their end products or if the end products of our OEM customers do not achieve market acceptance, we may not be able to generate adequate sales of our products.

Our products are not sold directly to the end-user; rather, they are components of end products. As a result, we rely upon OEMs to incorporate our products into their end products at the design stage. Once an OEM designs a competitor’s product into its end product, it becomes significantly more difficult for us to sell our products to that customer because changing suppliers involves significant cost, time, effort and risk for the customer. As a result, we may incur significant expenditures on the development of a new product without any assurance that an OEM will select our product for design into its own product and without this “design win” it becomes significantly difficult to sell our products. Moreover, even after an OEM agrees to design our products into its end products, the design cycle is long and may be delayed due to factors beyond our control which may result in the end product incorporating our products not to reach the market until long after the initial “design win” with the OEM. From initial product design-in to volume production, many factors could impact the timing and/or amount of sales actually realized from the design-in. These factors include, but are not limited to, changes in the competitive position of our technology, our customers’ financial stability, and our ability to ship products according to our customers’ schedule. Moreover, the continued uncertainty about the sustainability of the global economic recovery and outlook may further prolong an OEM customer’s decision-making process and design cycle.

Furthermore, we rely on the end products of our OEM customers that incorporate our products to achieve market acceptance. Many of our OEM customers face intense competition in their markets. If end products that incorporate our products are not accepted in the marketplace, we may not achieve adequate sales volume of our products, which would have a negative effect on our results of operations.

We rely on a primary distributor for a significant portion of our total revenues and the failure of this distributor to perform as expected would materially reduce our future sales and revenues.

In addition to direct sales, we sell our products to customers primarily through a network of distributors. Particularly, revenues derived from sales through our Japanese distributor, Tomen Electronics, accounted for 22% and 19% of our total revenues for the first nine months of 2012 and 2011, respectively. Our future performance will depend, in part, on this distributor to continue to successfully market and sell our products. Furthermore, Tomen Electronics sells our products to a limited number of customers. One customer, Panasonic, has continually accounted for a majority of the sales through Tomen Electronics. Sales to Panasonic through Tomen Electronics generated approximately 16% and 13% of our total revenues for the first nine months of 2012 and 2011, respectively. The loss of Tomen Electronics as our distributor and our inability to obtain a satisfactory replacement in a timely manner would materially harm our sales and results of operations. Additionally, the loss of Panasonic and Tomen Electronics’ inability to thereafter effectively market our products would also materially harm our sales.

Because our quarterly operating results may fluctuate significantly, the price of our common stock may decline.

Our quarterly results of operations may vary significantly in the future for a variety of reasons, many of which are outside our control, including the following:

 

   

fluctuations in volume and timing of product orders;

 

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timing, rescheduling or cancellation of significant customer orders and our ability, as well as the ability of our customers, to manage inventory;

 

   

changes in demand for our products due to seasonal consumer buying patterns and other factors;

 

   

timing of new product introductions by us and by our customers or competitors;

 

   

changes in the mix of products sold by us or our competitors;

 

   

fluctuations in the level of sales by our OEM customers and other vendors of end products incorporating our products;

 

   

timing and size of expenses, including expenses to develop new products and product improvements, and expenses resulting from restructuring activities;

 

   

entry into new markets, including China, Korea and South America;

 

   

our ability to scale our operations in response to changes in demand for our existing products and services or demand for new products requested by our customers;

 

   

mergers and acquisitions by us, our competitors and our existing and potential customers; and

 

   

general economic conditions, including current economic conditions in the United States and worldwide, and the adverse effects on the semiconductor and consumer electronics industries.

Each of the above factors is difficult to forecast and could harm our business, financial condition and results of operations. Also, we sell our products to OEM customers that operate in consumer markets. As a result, our revenues are affected by seasonal buying patterns of consumer products sold by our OEM customers that incorporate our products and the market acceptance of such products supplied by our OEM customers. The fourth quarter in any given year is usually the strongest quarter for sales by our OEM customers in the consumer markets, and thus, our third quarter in any given year is usually the strongest quarter for revenues as our OEM customers request increased shipments of our products in anticipation of the increased activity in the fourth quarter. By contrast, the first quarter in any given year is usually the weakest quarter for us. However, the magnitude of this trend varies annually and is affected by macro-economic trends. For example, due to the continued slowdown in demand for consumer electronics products, particularly cordless telephony products, our revenues for the third quarter of 2012 results were weaker than the first and second quarters of 2012.

Our revenues, gross margins and profitability may be materially adversely affected by the continued decline in average selling prices of our products and other factors, including increases in assembly and testing expenses, and raw material and commodity costs.

We have experienced and will continue to experience a decrease in the average selling prices of our products. Decreasing average selling prices could result in decreased revenues even if the volume of products sold increases. Decreasing average selling prices may also require us to sell our products at much lower gross margin than in the past and reduce profitability. Although we have to date been able to partially offset on an annual basis the declining average selling prices of our products through general operational efficiencies and manufacturing cost reductions by achieving a higher level of product integration and improving our yield percentages, there is no guarantee that our ongoing efforts will be successful or that they will keep pace with the anticipated, continued decline in average selling prices of our products.

Moreover, we believe there are significant pressures in the supply chain as a result principally of the uncertainty about the global economic recovery, which has negatively affected the consumer electronics industry. The pressures in the supply chain make it very difficult for us to increase or even maintain our product pricing, which further adversely affects our gross margins.

In addition to the continued decline in the average selling prices of our products, our gross profit may decrease in the future due to other factors, including the roll-out of new products in any given period and the penetration of new markets which may require us to sell products at a lower margin, our failure to introduce new engineering processes and mix of products sold.

 

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Our gross margins also are affected by the product mix. For example, DECT products have lower average gross margins than other products, such as our 2.4GHz products, which product line represented less than 10% of our total revenues for the first nine months of 2012. Therefore, increased sales of our DECT products would lower our gross margins.

Furthermore, increases in the price of silicon wafers, testing costs and commodities such as gold and oil, which may result in increased production costs, mainly assembly and packaging costs, may result in a decrease in our gross margins. Moreover, our suppliers may pass the increase in raw materials and commodity costs onto us which would further reduce the gross margin of our products. In addition, as we are a fabless company, global market trends such as “over-capacity” problems so that there is a shortage of capacity to fulfill our fabrication needs also may increase our raw material costs and thus decrease our gross margin.

We are subject to order and shipment uncertainties and if we are unable to accurately predict customer demand, our business may be harmed.

We typically sell products pursuant to purchase orders rather than long-term purchase commitments. Customers can generally cancel, change or defer purchase orders on short notice without incurring a significant penalty. Given current market conditions, we have less ability to accurately predict what or how many products our customers will need in the future. In addition, we have little visibility into and no control of the demand by our customer’s customers – generally consumer electronics retailers. Based on discussions with our customers, we understand that our customers also have less ability to accurately product their product demands. A decrease in the consumer electronics retailers’ demand or a build-up of their inventory, both of which are out of our control, may cause a cancellation, change or deferral of purchase orders on at short notice by our customers. Anticipating demand is difficult because our customers and their customers face volatile pricing and unpredictable demand for their own products, and are increasingly focused on cash preservation and tighter inventory management. Based on these trends, our customers are reluctant to place orders with normal lead times, and we are seeing a shift to shorter lead-times and rush orders. However, we place orders with our suppliers based on forecasts of our customers’ demand and, in some instances, may establish buffer inventories to accommodate anticipated demand. Our forecasts are based on multiple assumptions, each of which may introduce error into our estimates. If we overestimate our customers’ demand or our customers overestimate their demand, we may allocate resources to manufacturing products that we may not be able to sell when we expect to, if at all. As a result, we could hold excess or obsolete inventory, which would reduce our profit margins and adversely affect our financial results. Conversely, if we underestimate our customers’ demand or our customers underestimate their demand and insufficient manufacturing capacity is available, we could forego revenue opportunities and potentially lose market share and damage our customer relationships.

As a result of the acquisition of the cordless and VoIP terminals (“CIPT”) business of NXP B.V. (“NXP”), we now maintain inventory, or hubbing, arrangements with certain of our customers. Pursuant to these arrangements, we deliver products to a customer or a designated third party warehouse based upon the customer’s projected needs, but do not recognize product revenue unless and until the customer reports that it has removed our product from the warehouse to incorporate into its end products. Since we own inventory that is physically located in a third party’s warehouse, our ability to effectively manage inventory levels may be impaired, causing our total inventory turns to decrease, which could increase expenses associated with excess and obsolete product and negatively impact our cash flow.

Because we have significant international operations, we may be subject to political, economic and other conditions relating to our international operations that could increase our operating expenses and disrupt our business.

Although the majority of end users of the consumer products that incorporate our products are located in the U.S., we are dependent on sales to OEM customers, located outside of the U.S., that manufacture these consumer products. Also, we depend on a network of distributors to sell our products that also are primarily located outside of the U.S. Export sales, primarily consisting of digital cordless telephony products shipped to manufacturers in Europe and Asia, including Japan and Asia Pacific, represented 97% and 98% of our total revenues for the first nine months of 2012 and 2011, respectively. Furthermore, pursuant to the acquisition of the CIPT business from NXP, we established new foreign subsidiaries, and currently have material operations, in Germany, Hong Kong and India and employ a number of individuals within those foreign operations. As a result, the occurrence of any negative international political, economic

 

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or geographic events, as well as our failure to mitigate the challenges in managing an organization operating in various countries, could result in significant revenue shortfalls and disrupt our workforce within our foreign operations. These shortfalls and disruptions could cause our business, financial condition and results of operations to be harmed. Some of the risks of doing business internationally include:

 

   

unexpected changes in foreign government regulatory requirements;

 

   

fluctuations in the exchange rate for the United States dollar;

 

   

import and export license requirements;

 

   

imposition of tariffs and other barriers and restrictions;

 

   

burdens of complying with a variety of foreign laws, treaties and technical standards;

 

   

uncertainty of laws and enforcement in certain countries relating to the protection of intellectual property;

 

   

difficulty in collecting accounts receivable and longer payment cycles for international customers than existing customers;

 

   

difficulty in staffing and managing foreign operations and maintaining the morale and productivity of employees within foreign operations;

 

   

multiple and possibly overlapping tax structures and potentially adverse tax consequences;

 

   

political and economic instability; and

 

   

changes in diplomatic and trade relationships.

One or more of these factors may have a material adverse effect on our future operations and consequently, on our business, financial conditions and operating results.

In order to sustain the future growth of our business, we must penetrate new markets and our new products must achieve widespread market acceptance.

In order to increase our sales volume and expand our business, we must penetrate new markets and introduce new products. We are exploring opportunities to expand sales of our products to China, Japan, Korea and South America. However, there are no assurances that we will gain significant market share in those competitive markets. In addition, many North American, European and Japanese OEMs are moving their manufacturing sites to Southeast Asia as a result of the cyclical nature of manufacturing capacity issues and cost of silicon integrated circuits, the continued decline of average selling prices of chipsets and other industry-wide factors. This trend may cause the mix of our OEM customers to change in the future, thereby further necessitating our need to penetrate new markets. Furthermore, to sustain the future growth of our business, we need to introduce new products as sales of our older products taper off. Moreover, the penetration of new competitive markets and introduction of new products could require us to reduce the sale prices of our products or increase the cost per product and thus reducing our total gross profit in future periods. Our future growth is dependent on market acceptance and penetration of our new products, for which we can provide no assurances. Our revenue growth is also dependent on the successful deployment of our new VoIP and BoneTone products. Our inability to penetrate the market or lack of customer acceptance of these products may harm our business and potential growth.

There are several emerging market trends that may challenge our ability to continue to grow our business.

New technological developments in the home connectivity market may adversely affect our operating results. For example, the rapid deployment of new communication access methods, including mobile, wireless broadband, cable and other connectivity, as well as the lack of growth in products using fixed-line telephony would reduce our total revenues derived from, and unit sales of, cordless fixed-line telephony products. Our ability to maintain our growth will depend on the expansion of our product lines to capitalize on the emerging access methods and on our success in developing and selling a portfolio of “system-on-a-chip” solutions that integrate video, voice, data and communication technologies in a

 

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wider multimedia market, as well as on our success in developing and selling DECT, XpandR, CAT-iq and video products. We cannot assure you that we will succeed in expanding our product lines or portfolio of “system-on-a-chip” solutions, or that they would receive market acceptance.

Furthermore, there is a growing threat from alternative technologies accelerating the decline of the fixed-line telephony market. This competition comes from mobile telephony, including emerging dual-mode mobile Wi-Fi phones and other innovative applications, such as Skype and iChat. Given that we derive a significant amount of revenues from chipsets incorporated into fixed-line telephony products, if we are unable to develop new technologies in the face of the decline of this market, our business could be materially adversely affected.

Because we depend on independent foundries and other third party suppliers to manufacture and test all of our integrated circuit products, we are subject to additional risks that may materially disrupt our business.

All of our integrated circuit products are manufactured and tested by independent foundries and other third party suppliers. While these foundries and other third party suppliers have been able to adequately meet the demands of our increasing business, we are and will continue to be dependent upon these foundries and third party suppliers to achieve acceptable manufacturing yields, quality levels and costs, and to allocate to us a sufficient portion of their foundry, assembly and test capacity to meet our needs in a timely manner.

While we currently believe we have adequate capacity to support our current sales levels pursuant to our arrangement with our foundries and other third party suppliers, we may encounter capacity shortage issues in the future. In the event of a worldwide shortage in foundry, assembly and/or test capacity, we may not be able to obtain a sufficient allocation of such capacity to meet our product needs or we may incur additional costs to ensure specified quantities of products and services. Over-capacity at the current foundries and other third party suppliers we use, or future foundries or other third party suppliers we may use, to manufacture and test our integrated circuit products may lead to increased operating costs and lower gross margins. In addition, such a shortage could lengthen our products’ manufacturing and testing cycle and cause a delay in the shipment of our products to our customers. This could ultimately lead to a loss of sales of our products, harm our reputation and competitive position, and our revenues could be materially reduced. Our business could also be harmed if our current foundries or other third party suppliers terminate their relationship with us and we are unable to obtain satisfactory replacements to fulfill customer orders on a timely basis and in a cost-effective manner. Moreover, we do not have long term capacity guarantee agreements with our foundries and with other third party suppliers.

In addition, as TSMC produces a significant portion of our integrated circuit products and ASE tests and assembles a significant portion of them, earthquakes, aftershocks or other natural disasters in Asia, or adverse changes in the political situation in Taiwan, could preclude us from obtaining an adequate supply of wafers to fill customer orders. Such events could harm our reputation, business, financial condition, and results of operations.

Because NXP still manufactures certain of the CIPT business products, we are subject to additional risks that may materially disrupt our business.

As part of the acquisition of NXP’s CIPT business, we entered into a Manufacturing Services Collaboration Agreement (“MSCA”), as amended, with NXP pursuant to which NXP agreed to provide us with specified manufacturing, pre-testing, assembling and final-testing services relating to the CIPT business products.

The services under the MSCA were to be provided by NXP at agreed upon prices initially for up to seven years following the closing of the Acquisition with the provision of certain specified services initially terminating at the end of 2010. In December 2010, NXP agreed to extend a number of specified services that were to terminate at the end of 2010 to December 31, 2011 with an option for an additional one-year extension. In December 2011, we exercised the option to extend NXP’s provision of services for an additional year to December 31, 2012. We are currently working with NXP and third party fabrication companies to move the manufacturing, pre-testing, assembling and final-testing services relating to CIPT business products away from NXP by December 31, 2012. Notwithstanding our implementation of a detailed transition plan, we may experience difficulty in finding a suitable replacement manufacturer for the CIPT business products, which may result in a disruption in product shipments, harm our customer relationships and generally disrupt our business. Even in the event we are able to find a suitable replacement manufacturer, transitioning of manufacturing processes, including re-qualification of CIPT business products, may be a difficult process. There are inherent and unforeseen risks and delays associated with the transfer of manufacturing capacities from one facility to

 

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another, including production and shipment delays, capacity constraints with the replacement manufacturer, IP incompatibility, logistical and administrative concerns or general difficulties associated with starting a new manufacturing process. Therefore, even with a suitable replacement manufacturer, we may experience a significant disruption in product shipments, harm to our customer relationships and generally a disruption of our business. In addition, we may incur higher manufacturing costs with the replacement manufacturer which may decrease our gross margins and generally adversely affect our results of operations.

Our operating results are affected by general economic conditions and the highly cyclical nature of the semiconductor industry.

During the global downturn that started in the second half of 2008 and continued throughout 2009, general worldwide economic conditions significantly deteriorated, and resulted in decreased consumer confidence and spending, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns. Notwithstanding improvements in business conditions since the second half of 2009, there continues to be uncertainty about the global economy and outlook, including as a result of the continuing debt crisis in Europe, which continue to make it difficult for our customers, the end-product customers, our vendors and us to accurately forecast and plan future business activities and make reliable projections.

Moreover, we operate within the semiconductor industry which experiences significant fluctuations in sales and profitability. The industry was materially adversely affected by the 2008-2009 global downturn. Downturns in the semiconductor industry are characterized by diminished product demand, excess customer inventories, accelerated erosion of prices and excess production capacity. These factors could cause substantial fluctuations in our revenues and in our results of operations.

If global economic and market conditions remain uncertain or deteriorate, we could experience a material adverse impact on our business and results of operations.

Because the manufacture of our products is complex, the foundries on which we depend may not achieve the necessary yields or product reliability that our business requires.

The manufacture of our products is a highly complex and precise process, requiring production in a highly controlled environment. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by a foundry could adversely affect the foundry’s ability to achieve acceptable manufacturing yields and product reliability. If the foundries we currently use do not achieve the necessary yields or product reliability, our ability to fulfill our customers’ needs could suffer. This could ultimately lead to a loss of sales of our products and have a negative effect on our gross margins and results of operations.

Furthermore, there are other significant risks associated with relying on these third-party foundries, including:

 

   

risks due to the fact that we have reduced control over production cost, delivery schedules and product quality;

 

   

less recourse if problems occur as the warranties on wafers or products supplied to us are limited; and

 

   

increased exposure to potential misappropriation of our intellectual property.

As we depend on independent subcontractors, located in Asia, to assemble and test our semiconductor products, we are subject to additional risks that may materially disrupt our business.

Independent subcontractors, located in Asia, assemble and test our semiconductor products. Because we rely on independent subcontractors to perform these services, we cannot directly control our product delivery schedules or quality levels. We are dependent on these subcontractors to allocate to us a sufficient portion of their capacity to meet our needs in a timely manner. Our future success also depends on the financial viability of our independent subcontractors. If the capital structures of our independent subcontractors weaken, we may experience product shortages, production delays, quality assurance problems, increased manufacturing costs, and/or supply chain disruption. All of this could ultimately lead to a loss of sales of our products, harm our reputation and competitive position, and our revenues could be materially harmed.

 

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Moreover, the economic, market, social, and political situations in countries where some of our independent subcontractors are located are unpredictable, can be volatile, and can have a significant impact on our business because we may not be able to obtain product in a timely manner. Market and political conditions, including currency fluctuation, terrorism, political strife, war, labor disruption, and other factors, including natural or man-made disasters, adverse changes in tax laws, tariff, import or export quotas, power and water shortages, or interruption in air transportation, in areas where our independent subcontractors are located also could have a severe negative impact on our operating capabilities.

We are dependent on a small number of OEM customers, and our business could be harmed by the loss of any of these customers or reductions in their purchasing volumes.

We sell our products to a limited number of OEM customers directly or through a network of distributors. Moreover, many North American, European and Japanese OEMs are moving their manufacturing sites to Southeast Asia, as a result of the cyclical nature of manufacturing capacity issues and cost of silicon integrated circuits, the continued decline of average selling prices of chipsets and other industry-wide factors. In addition, OEMs located in Southeast Asia are growing and gaining competitive strength. As a result, the mix of our OEM customers may change in the future. However, we may not succeed in attracting new customers as these potential customers may have pre-existing relationships with our current or potential competitors. This trend also may promote the consolidation of OEMs located in North America, Europe and Japan with OEMs located in Southeast Asia, which may reduce the number of our potential customers and reduce the volume of chipsets the combined OEM customer may purchase from us. However, as is common in our industry, we typically do not enter into long term contracts with our customers in which they commit to purchase products from us. The loss of any of our OEM customers may have a material adverse effect on our results of operations. To attract new customers, we may be faced with intense price competition, which may affect our revenues and gross margins.

The possible emerging trend of our OEM customers outsourcing their production may cause our revenue to decline.

We believe there may be an emerging trend of our OEM customers outsourcing their production to third parties. We have invested substantial resources to build relationships with our OEM customers. However the outsourcing companies whom our OEM customers may choose to outsource production may not have prior business relationship with us or may instead have prior or ongoing relationships with our competitors. The emergence of this trend may require us to expend substantial additional resources to build relationships with these outsourcing companies, which would increase our operating expenses. Even if we do expend such resources, there are no assurances that these outsourcing companies will choose to incorporate our chipsets rather than chipsets of our competitors. Our inability to retain an OEM customer once such customer chooses to outsource production would have a material adverse effect on our future revenue.

Because we have significant operations in Israel, we may be subject to political, economic and other conditions affecting Israel that could increase our operating expenses and disrupt our business.

Our principal research and development facilities are located in the State of Israel and, as a result, at September 30, 2012, 235 of our 345 employees were located in Israel, including 155 out of 204 of our research and development personnel. In addition, although we are incorporated in Delaware, a majority of our directors and executive officers are residents of Israel. Although substantially all of our sales currently are being made to customers outside of Israel, we are nonetheless directly influenced by the political, economic and military conditions affecting Israel. Any major hostilities involving Israel, or the interruption or curtailment of trade between Israel and its present trading partners, could significantly harm our business, operating results and financial condition.

Israel’s economy has been subject to numerous destabilizing factors, including a period of rampant inflation in the early to mid-1980s, low foreign exchange reserves, fluctuations in world commodity prices, military conflicts and civil unrest. In addition, Israel and companies doing business with Israel have been the subject of an economic boycott by the Arab countries since Israel’s establishment. Although they have not done so to date, these restrictive laws and policies may have an adverse impact on our operating results, financial condition or expansion of our business.

Since the establishment of the State of Israel in 1948, a state of hostility has existed, varying in degree and intensity, between Israel and the Arab countries. Although Israel has entered into various agreements with certain Arab countries and the Palestinian Authority, and various declarations have been signed in connection with efforts to resolve some of the economic and political problems in the Middle East, hostilities between Israel and some of its Arab neighbors

 

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have recently escalated and intensified. We cannot predict whether or in what manner these conflicts will be resolved. Our results of operations may be negatively affected by the obligation of key personnel to perform military service. In addition, certain of our officers and employees are currently obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called for active military duty at any time. Although we have operated effectively under these requirements since our inception, we cannot predict the effect of these obligations on the company in the future. Our operations could be disrupted by the absence, for a significant period, of one or more of our officers or key employees due to military service.

The tax benefits available to us under Israeli law require us to meet several conditions, and may be terminated or reduced in the future, which would increase our taxes.

Our facilities in Israel have been granted Approved Enterprise and Beneficiary Enterprise status under the Law for the Encouragement of Capital Investments, 1959, commonly referred to as the “Investment Law,” as amended. The Investment Law provides that capital investments in a production facility (or other eligible assets) designated as an Approved Enterprise or Beneficiary Enterprise receive certain tax benefits in Israel. Our investment programs that generate taxable income are currently subject to an average tax rate of up to approximately 10% based on a variety of factors, including percentage of foreign ownership and approvals for the erosion of the tax basis of our investment programs. To be eligible for tax benefits, we must meet certain conditions, relating principally to adherence to the investment program filed with the Investment Center of the Israeli Ministry of Industry and Trade and periodic reporting obligations. Although we believe we have met such conditions in the past, should we fail to meet such conditions in the future, we would be subject to corporate tax in Israel at the standard corporate tax rate (25% for 2012) and could be required to refund tax benefits (including with interest and adjustments for inflation based on the Israeli consumer price index) already received. Our average tax rate for our investment programs also may change in the future due to circumstances outside of our control, including changes to legislation. Therefore, we cannot provide any assurances that our average tax rate for our investment programs will continue in the future at their current levels, if at all. The tax benefits under a majority of our current investment plans are scheduled to gradually expire in 2015. The termination or reduction of certain programs and tax benefits or a requirement to refund tax benefits (including with interest and adjustments for inflation based on the Israeli consumer price index) already received may have a material adverse effect on our business, operating results and financial condition.

We may engage in future acquisitions that could dilute our stockholders’ equity and harm our business, results of operations and financial condition.

We have pursued, and will continue to pursue, growth opportunities through internal development and acquisition of complementary businesses, products and technologies. We are unable to predict whether or when any other prospective acquisition will be completed. The process of integrating an acquired business may be prolonged due to unforeseen difficulties and may require a disproportionate amount of our resources and management’s attention. We cannot assure you that we will be able to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired businesses into our operations, or expand into new markets. Further, once integrated, acquisitions may not achieve comparable levels of revenues, profitability or productivity as our existing business or otherwise perform as expected. The occurrence of any of these events could harm our business, financial condition or results of operations. Future acquisitions may require substantial capital resources, which may require us to seek additional debt or equity financing.

Future acquisitions by us could result in the following, any of which could seriously harm our results of operations or the price of our stock:

 

   

issuance of equity securities that would dilute our current stockholders’ percentages of ownership;

 

   

large one-time write-offs;

 

   

the incurrence of debt and contingent liabilities;

 

   

difficulties in the assimilation and integration of operations, personnel, technologies, products and information systems of the acquired companies;

 

   

diversion of management’s attention from other business concerns;

 

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contractual disputes;

 

   

risks of entering geographic and business markets in which we have no or only limited prior experience; and

 

   

potential loss of key employees of acquired organizations.

Because the markets in which we compete are subject to rapid changes, our products may become obsolete or unmarketable.

The markets for our products and services are characterized by rapidly changing technology, short product life cycles, evolving industry standards, changes in customer needs, and demand for higher levels of integration, growing competition and new product introductions. Our future growth is dependent not only on the continued success of our existing products but also successful introduction of new products. Our ability to adapt to changing technology and anticipate future standards, and the rate of adoption and acceptance of those standards, will be a significant factor in maintaining or improving our competitive position and prospects for growth. If new industry standards emerge, our products or our customers’ products could become unmarketable or obsolete, and we could lose market share. We may also have to incur substantial unanticipated costs to comply with these new standards. If our product development and improvements take longer than planned, the availability of our products would be delayed. Any such delay may render our products obsolete or unmarketable, which would have a negative impact on our ability to sell our products and our results of operations.

Because of changing customer requirements and emerging industry standards, we may not be able to achieve broad market acceptance of our products. Our success is dependent, in part, on our ability to:

 

   

successfully develop, introduce and market new and enhanced products at competitive prices and in a timely manner in order to meet changing customer needs;

 

   

convince leading OEMs to select our new and enhanced products for design into their own new products;

 

   

respond effectively to new technological changes or new product announcements by others;

 

   

effectively use and offer leading technologies; and

 

   

maintain close working relationships with our key customers.

There are no assurances that we will be successful in these pursuits, that the demand for our products will continue or that our products will achieve market acceptance. Our failure to develop and introduce new products that are compatible with industry standards and that satisfy customer requirements, and the failure of our products to achieve broad market acceptance, could have a negative impact on our ability to sell our products and our results of operations.

Third party claims of infringement or other claims against us could adversely affect our ability to market our products, require us to redesign our products or seek licenses from third parties, and seriously harm our operating results and disrupt our business.

As is typical in the semiconductor industry, we and our customers have been and may from time to time be notified of claims that we may be infringing patents or intellectual property rights owned by third parties. In addition, patent infringement claims are increasingly being asserted by patent holding companies (so-called patent “trolls”), which do not use technology and whose sole business is to enforce patents against companies, such as us, for monetary gain. Because such patent holding companies do not provide services or use technology, the assertion of our own patents by way of counter-claim may be ineffective. We have received claims that our products infringe upon the proprietary rights of such patent holding companies. In addition, third parties have asserted and may in the future assert intellectual property infringement claims against our customers, which we have agreed in certain circumstances to indemnify and defend against such claims. If litigation becomes necessary to determine the validity of any third party claims, it could result in significant expense to us and could divert the efforts of our technical and management personnel, whether or not the claim has merit and notwithstanding that the litigation is determined in our favor.

 

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If it appears necessary or desirable, we may try to obtain licenses for those patents or intellectual property rights that we are allegedly infringing. Although holders of these types of intellectual property rights commonly offer these licenses, we cannot assure you that licenses will be offered or that the terms of any offered licenses will be acceptable to us. Our failure to obtain a license for key intellectual property rights from a third party for technology used by us could cause us to incur substantial liabilities, suspend the manufacturing of products utilizing the technology or damage the relationship with our customers. Alternatively, we could be required to expend significant resources to develop non-infringing technology. We cannot assure you that we would be successful in developing non-infringing technology. The occurrence of any of these events could harm our business, financial condition or results of operations.

We may not be able to adequately protect or enforce our intellectual property rights, which could harm our competitive position.

Our success and ability to compete is in part dependent upon our internally-developed technology and other proprietary rights, which we protect through a combination of copyright, trademark and trade secret laws, as well as through confidentiality agreements and licensing arrangements with our customers, suppliers, employees and consultants. In addition, we have filed a number of patents in the United States and in other foreign countries with respect to new or improved technology that we have developed. However, the status of any patent involves complex legal and factual questions, and the breadth of claims allowed is uncertain. Accordingly, we cannot assure you that any patent application filed by us will result in a patent being issued, or that the patents issued to us will not be infringed by others. Also, our competitors and potential competitors may develop products with similar technology or functionality as our products, or they may attempt to copy or reverse engineer aspects of our product line or to obtain and use information that we regard as proprietary. Moreover, the laws of certain countries in which our products are or may be developed, manufactured or sold, including Hong Kong, Japan, Korea and Taiwan, may not protect our products and intellectual property rights to the same extent as the laws of the United States. Policing the unauthorized use of our products is difficult and may result in significant expense to us and could divert the efforts of our technical and management personnel. Even if we spend significant resources and efforts to protect our intellectual property, we cannot assure you that we will be able to prevent misappropriation of our technology. Use by others of our proprietary rights could materially harm our business and expensive litigation may be necessary in the future to enforce our intellectual property rights.

Because our products are complex, the detection of errors in our products may be delayed, and if we deliver products with defects, our credibility will be harmed, the sales and market acceptance of our products may decrease and product liability claims may be made against us.

Our products are complex and may contain errors, defects and bugs when introduced. If we deliver products with errors, defects or bugs, our credibility and the market acceptance and sales of our products could be significantly harmed. Furthermore, the nature of our products may also delay the detection of any such error or defect. If our products contain errors, defects and bugs, then we may be required to expend significant capital and resources to alleviate these problems. This could result in the diversion of technical and other resources from our other development efforts. Any actual or perceived problems or delays may also adversely affect our ability to attract or retain customers. Furthermore, the existence of any defects, errors or failures in our products could lead to product liability claims or lawsuits against us or against our customers. We generally provide our customers with a standard warranty for our products, generally lasting one year from the date of purchase. Although we attempt to limit our liability for product defects to product replacements, we may not be successful, and customers may sue us or claim liability for the defective products. A successful product liability claim could result in substantial cost and divert management’s attention and resources, which would have a negative impact on our financial condition and results of operations.

We are exposed to the credit risk of our customers and to credit exposures in weakened markets, which could result in material losses.

Most of our sales are on an open credit basis. Because of current conditions in the global economy, our exposure to credit risks relating to sales on an open credit basis has increased. We expect demand for enhanced open credit terms, for example, longer payment terms, to continue and believe that such arrangements are a competitive factor in obtaining business. Although we monitor and attempt to mitigate credit risks, including through insurance coverage from time to time, there can be no assurance that our efforts will be effective. Moreover, even if we attempt to mitigate credit risks through insurance coverage, such coverage may not be sufficient to cover all of our losses and we would be subject to a deductible under any insurance coverage. As a result, our future credit risk exposure may increase. Although any losses to date relating to credit exposure of our customers have not been material, future losses, if incurred, could harm our business and have a material adverse effect on our operating results and financial condition. Moreover, the loss of a customer due to its financial default also could harm our future business and potential growth.

 

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Our executive officers and key personnel are critical to our business, and because there is significant competition for personnel in our industry, we may not be able to attract and retain such qualified personnel.

Our success depends to a significant degree upon the continued contributions of our executive management team, and our technical, marketing, sales customer support and product development personnel. The loss of significant numbers of such personnel could significantly harm our business, financial condition and results of operations. We do not have any life insurance or other insurance covering the loss of any of our key employees. Because our products are specialized and complex, our success depends upon our ability to attract, train and retain qualified personnel, including qualified technical, marketing and sales personnel. However, the competition for personnel is intense and we may have difficulty attracting and retaining such personnel.

We may have exposure to additional tax liabilities as a result of our foreign operations.

We are subject to income taxes in both the United States and various foreign jurisdictions. In addition to our significant operations in Israel, pursuant to the Acquisition, we currently have operations in Germany, Hong Kong and India. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. In the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. We are regularly under audit by tax authorities. Our intercompany transfer pricing may be reviewed by the U.S. Internal Revenue Service and by foreign tax jurisdictions. Although we believe that our tax estimates are reasonable, due to the complexity of our corporate structure, the multiple intercompany transactions and the various tax regimes, we cannot assure you that a tax audit or tax dispute to which we may be subject will result in a favorable outcome for us. If taxing authorities do not accept our tax positions and impose higher tax rates on our foreign operations, our overall tax expenses could increase.

Legislative action in the United States could materially and adversely affect us from a tax perspective.

Legislative action may be taken by the U.S. Congress which, if ultimately enacted, would adversely affect our effective tax rate and/or require us to take further action, at potentially significant expense, to seek to preserve our effective tax rate. President Obama’s administration has announced budgets, which included proposed future tax legislation that could substantially modify the rules governing the U.S. taxation of certain non-U.S. affiliates. These potential changes include, but are not limited to, curbing the deferral of U.S. taxation of certain foreign earnings and limiting the ability to use foreign tax credits. Many details of the proposal remain unknown, and any legislation enacting such modifications would require Congressional support and approval. We cannot predict the outcome of any specific legislative proposals. However, if any of these proposals are enacted into law, they could significantly impact our effective tax rate.

We are exposed to fluctuations in currency exchange rates.

A significant portion of our business is conducted outside the United States. Export sales to manufacturers in Europe and Asia, including Japan and Asia Pacific, represented 97% of our total revenues for the first nine months of 2012. Although most of our revenue and expenses are transacted in U.S. dollars, we may be exposed to currency exchange fluctuations in the future as business practices evolve and we are forced to transact business in local currencies. Moreover, part of our expenses in Israel are paid in Israeli currency, which subjects us to the risks of foreign currency fluctuations between the U.S. dollar and the New Israeli Shekel (NIS) and to economic pressures resulting from Israel’s general rate of inflation. Our primary expenses paid in NIS are employee salaries and lease payments on our Israeli facilities. Furthermore, a portion of our expenses for our European operations are paid in the Euro, which subjects us to the risks of foreign currency fluctuations between the U.S. dollar and the Euro. Our primary expenses paid in the Euro are employee salaries, lease and operational payments on our European facilities. As a result, an increase in the value of the NIS and Euro in comparison to the U.S. dollar, which has been the trend in most of the year due to the devaluation of the U.S. dollar, could increase the cost of our technology development, research and development expenses and general and administrative expenses, all of which could harm our operating profit. From time to time, we use derivative instruments in order to minimize the effects of currency fluctuations, but our hedging positions may be partial, may not exist at all in the future or may not succeed in minimizing our foreign currency fluctuation risks. Our financial results may be harmed if the trend relating to the devaluation of the U.S. dollars continues for an extended period.

 

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Because the markets in which we compete are highly competitive, and many of our competitors have greater resources than we do, we cannot be certain that our products will be accepted in the marketplace or capture market share.

The markets in which we operate are extremely competitive and characterized by rapid technological change, evolving standards, short product life cycles and price erosion. We expect competition to intensify as current competitors expand their product offerings and new competitors enter the market. Given the highly competitive environment in which we operate, we cannot be sure that any competitive advantages enjoyed by our current products would be sufficient to establish and sustain our new products in the market. Any increase in price or competition could result in the erosion of our market share, to the extent we have obtained market share, and would have a negative impact on our financial condition and results of operations.

In each of our business activities, we face current and potential competition from competitors that have significantly greater financial, technical, manufacturing, marketing, sales and distribution resources and management expertise than we do. These competitors may also have pre-existing relationships with our customers or potential customers. Further, in the event of a manufacturing capacity shortage, these competitors may be able to manufacture products when we are unable to do so. Our principal competitors in the cordless market include Lantiq and Dialog Semiconductors, and we have also noted efforts by Beken, a Chinese supplier of basebands for analog cordless phones, to penetrate the DECT market. Our principal competitors in the VoIP market include Broadcom, Dialog Semiconductors, Infineon, Texas Instruments and new Taiwanese IC vendors. Our principal competitors in the multimedia market include Wi-Fi and multimedia application processor IC vendors like Atheros, Broadcom, CSR, Freescale, Intel, Marvel, Ralink, Samsung and Texas Instruments.

As discussed above, various new developments in the home residential market may require us to enter into new markets with competitors that have more established presence, and significantly greater financial, technical, manufacturing, marketing, sales and distribution resources and management expertise than we do. The expenditure of greater resources to expand our current product lines and develop a portfolio of “system-on-a-chip” solutions that integrate video, voice, data and communication technologies in a wider multimedia market may increase our operating expenses and reduce our gross profit. We cannot assure you that we will succeed in developing and introducing new products that are responsive to market demands.

An unfavorable government review of our federal income tax returns or changes in our effective tax rates could adversely affect our operating results.

Our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, accounting principles or interpretations thereof. In addition, we are subject to the periodic examination of our income tax returns by the IRS and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. The outcomes from these examinations may have an adverse effect on our operating results and financial condition.

Our business operations would be disrupted if the information technology systems we rely on fail to function properly.

We rely on complex information technology systems to manage our business which operates in many geographical locations. For example, to achieve short delivery lead times and superior levels of customer service while maintaining low levels of inventory, we constantly adjust our production schedules with manufacturers and subcontractors. We develop and adjust these schedules based on end customer demand as communicated by our customers and distributors and based on our inventory levels, manufacturing cycle times, component lead times, and projected production yields. We combine and distribute all of this information electronically over a complex global communications network. Our ability to estimate demand and to adjust our production schedules is highly dependent on this network. Any delay in the implementation of, or disruption in the transition to, new or enhanced processes, systems or controls, could adversely affect our ability to manage customer orders and manufacturing schedules, as well as generate accurate financial and management information in a timely manner. These systems are also susceptible to power and telecommunication disruptions and other system failures. Failure of our IT systems or difficulties in managing them could result in business disruption. Our business could be significantly disrupted and we could be subject to third party claims associated with such disruptions.

 

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We may experience difficulties in transitioning to smaller geometry process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased expenses.

A growing trend in our industry is the integration of greater semiconductor content into a single chip to achieve higher levels of functionality. In order to remain competitive, we must achieve higher levels of design integration and deliver new integrated products on a timely basis. This will require us to expend greater research and development resources, and may require us to modify the manufacturing processes for some of our products, to achieve greater integration. We periodically evaluate the benefits, on a product-by-product basis, of migrating to smaller geometry process technologies to reduce our costs. Although this migration to smaller geometry process technologies has helped us to offset the declining average selling prices of our products, this effort may not continue to be successful. Also, because we are a fabless semiconductor company, we depend on our foundries to transition to smaller geometry processes successfully. We cannot assure you that our foundries will be able to effectively manage the transition. In case our foundries or we experience significant delays in this transition or fail to efficiently implement this transition, our business, financial condition and results of operations could be materially and adversely affected.

The anti-takeover provisions in our certificate of incorporation and bylaws, as well as our rights plan, could prevent or discourage a third party from acquiring us.

Our certificate of incorporation and bylaws contain provisions that may prevent or discourage a third party from acquiring us, even if the acquisition would be beneficial to our stockholders. We have a staggered board, which means it will generally take two years to change the composition of our board. Our board of directors also has the authority to fix the rights and preferences of shares of our preferred stock and to issue such shares without a stockholder vote. Only the Chairman of the board, our Chief Executive Officer or the collective of at least three directors on our board is authorized to call a special meeting of stockholders. Our stockholders may take action only at a meeting of stockholders and not by written consent. We have advance notice procedures for stockholders desiring to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. It is possible that these provisions as well as the rights plan may prevent or discourage third parties from acquiring us. In addition, these factors may also adversely affect the market price of our common stock, and the voting and other rights of the holders of our common stock.

Our stock price may be volatile so you may not be able to resell your shares of our common stock at or above the price you paid for them.

Announcements of developments related to our business, announcements by competitors, quarterly fluctuations in our financial results, changes in the general conditions of the highly dynamic industry in which we compete or the national economies in which we do business, and other factors could cause the price of our common stock to fluctuate, perhaps substantially. In addition, in recent years, the stock market has experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected companies. These factors and fluctuations could have a material adverse effect on the market price of our common stock.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no repurchases of our common stock during the three months ended September 30, 2012. As of September 30, 2012, 408,589 shares of our common stock renamed available for repurchase pursuant to our board’s authorizations as of September 30, 2012.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURE.

Not applicable.

ITEM 5. OTHER INFORMATION,

Not applicable.

 

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ITEM 6. EXHIBITS.

 

  31.1

   Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  31.2

   Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

  32.1

   Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  32.2

   Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

   XBRL Instance Document

101.SCH

   XBRL Taxonomy Extension Schema Document

101.CAL

   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

   XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

   XBRL Taxonomy Extension Presentation Linkbase Document

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

DSP GROUP, INC.

(Registrant)

Date: November 9, 2012     By:  

/s/ Dror Levy

     

Dror Levy, Chief Financial Officer and Secretary

(Principal Financial Officer and Principal Accounting Officer)

 

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