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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

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

Commission file number: 001-32832

Jazz Technologies, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
20-3320580
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
4321 Jamboree Road
Newport Beach, California
 
92660
(Address of principal executive offices)
 
(Zip Code)

(949) 435-8000
Registrant’s telephone number, including area code

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 o
 
(Note:  As a voluntary filer not subject to the filing requirements, the Registrant 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).

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer a non-accelerated filer or a “smaller reporting company”. See definitions of “large accelerated filer” and “accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o
Accelerated filer o
Non-accelerated filer x
Smaller reporting company o

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


The registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced disclosure format permitted by General Instruction H(2).
 
 
 

 

 
JAZZ TECHNOLOGIES, INC.

Table of Contents

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4
       
   
5
       
 
9
       
 
11
       
11
       
 
11
       
 
11
       
 
11
       
12
       
12

 
i

 

PART I — FINANCIAL INFORMATION

Item 1.     Financial Statements

Jazz Technologies, Inc. (A Wholly Owned Subsidiary of
 Tower Semiconductor, Ltd.) and Subsidiaries

Condensed Consolidated Balance Sheets
 (in thousands)
 
   
September 30, 2012
   
December 31, 2011
 
   
(unaudited)
       
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 42,434     $ 19,471  
Receivables:
               
Trade receivables, net of allowance for doubtful accounts of $877 and $1,020 at September 30, 2012 and December 31, 2011, respectively
    21,916       17,032  
Other receivables
    1,609       4,485  
Inventories
    23,714       25,376  
Deferred tax asset
    4,357       4,357  
Prepaid expenses and other current assets
    5,245       4,147  
Total current assets
    99,275       74,868  
Property, plant and equipment, net
    93,739       101,537  
Intangible assets, net
    40,285       43,760  
Goodwill
    7,000       7,000  
Other assets – related parties
    4,278       15,185  
Other assets – others
    2,123       2,350  
Total assets
  $ 246,700     $ 244,700  
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Short-term bank debt
  $ 19,100     $ 5,300  
Accounts payable
    13,132       12,050  
Due to related parties
    1,412       2,049  
Accrued compensation and benefits
    7,963       5,328  
Deferred revenues
    1,055       2,597  
Accrued interest
    1,954       3,764  
Other current liabilities
    2,793       4,427  
Total current liabilities
    47,409       35,515  
Long term liabilities:
               
Long-term debt from bank
    --       10,000  
Notes
    73,100       69,061  
Deferred tax liability
    5,722       5,722  
Employee related liabilities
    11,747       12,227  
Other long-term liabilities
    16,357       15,699  
Total liabilities
    154,335       148,224  
Stockholders’ equity:
               
Additional paid-in capital
    63,576       63,576  
Cumulative stock based compensation
    1,974       1,539  
Accumulated other comprehensive loss (*)
    (1,433 )     (1,433 )
Retained earnings
    28,248       32,794  
Total stockholders’ equity
    92,365       96,476  
Total liabilities and stockholders’ equity
  $ 246,700     $ 244,700  
 
 
(*)
Accumulated other comprehensive loss includes mainly plan assets and benefit obligation, net of taxes.
 
See accompanying notes.

 
1

 
 
Jazz Technologies, Inc. (A Wholly Owned Subsidiary of
 Tower Semiconductor, Ltd.) and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations
(in thousands)

   
Three months ended
   
Nine months ended
 
   
September 30, 2012
   
September 30, 2011
   
September 30, 2012
   
September 30, 2011
 
Revenues
  $ 42,538     $ 35,240     $ 125,785     $ 131,866  
Cost of revenues
    34,230       32,233       101,031       98,249  
Gross profit
    8,308       3,007       24,754       33,617  
Operating expenses:
                               
Research and development
    3,208       3,028       9,951       8,986  
Selling, general and administrative
    3,019       4,616       10,613       12,089  
Amortization of intangible assets
    196       197       590       590  
Total operating expenses
    6,423       7,841       21,154       21,665  
Operating income (loss)
    1,885       (4,834 )     3,600       11,952  
Financing expense, net
    (3,429 )     (4,272 )     (9,971 )     (12,738 )
Other income, net
    102       14,048       95       13,728  
Net income (loss) before income taxes
    (1,442 )     4,942       (6,276 )     12,942  
Income tax benefit (expense)
    374       (2,274 )     1,730       (4,987 )
Net income (loss)
  $ (1,068 )   $ 2,668     $ (4,546 )   $ 7,955  

See accompanying notes.
 
 
2

 
 
Jazz Technologies, Inc. (A Wholly Owned Subsidiary of
 Tower Semiconductor, Ltd.) and Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)
(in thousands)

   
Three months ended
   
Nine months ended
 
   
September 30, 2012
   
September 30, 2011
   
September 30, 2012
   
September 30, 2011
 
Net income (loss)
  $ (1,068 )   $ 2,668     $ (4,546 )   $ 7,955  
Foreign currency translation adjustment
    --       (25 )     --       (67 )
Comprehensive income (loss)
  $ (1,068 )   $ 2,643     $ (4,546 )   $ 7,888  

 
3

 
 
Jazz Technologies, Inc. (A Wholly Owned Subsidiary of
 Tower Semiconductor, Ltd.) and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)

   
Nine months ended
September 30, 2012
   
Nine months ended
September 30, 2011
 
Operating activities:
           
Net income (loss)
  $ (4,546 )   $ 7,955  
Adjustments to reconcile net income (loss) for the period to net cash provided by operating activities:
               
Depreciation and amortization of intangible assets
    25,338       24,439  
Notes accretion and amortization of deferred financing costs
    4,303       5,189  
Stock based compensation expense
    436       495  
Other expenses (income), net
    95       (13,728 )
Changes in operating assets and liabilities:
               
Trade receivables
    (3,221 )     14,250  
Other receivables
    --       (4,618 )
Inventories
    1,662       (7,370 )
Prepaid expenses and other current assets
    (1,098 )     (551 )
Accounts payable
    3,118       (2,969 )
Due to related parties, net
    (2,089 )     (1,256 )
Accrued compensation and  benefits
    2,635       (241 )
Deferred Revenue
    (1,542 )     743  
Accrued interest
    (1,810 )     (2,812 )
Other current liabilities
    (1,634 )     (3,908 )
Employee related liabilities and other long-term liabilities
    285       9,264  
Net cash provided by operating activities
    21,932       24,882  
Investing activities:
               
Purchases of property and equipment
    (16,234 )     (24,264 )
Proceeds related to property and equipment
    13,465       5,463  
Proceeds from investment realization
    --       31,400  
Net cash provided by (used in) investing activities
    (2,769 )     12,599  
Financing activities:
               
Short-term debt from bank
    3,800       --  
Debt repayment
    --       (14,644 )
Net cash provided by (used in) financing activities
    3,800       (14,644 )
Effect of foreign currency on cash
    --       (67 )
Net increase in cash and cash equivalents
    22,963       22,770  
Cash and cash equivalents at beginning of period
    19,471       29,031  
Cash and cash equivalents at end of period
  $ 42,434     $ 51,801  
                 
Non cash activities:
               
 
Investments in property, plant and equipment
  $ 3,353     $ 1,662  
                 
Supplemental disclosure of cash flow information:
               
                 
Cash paid during the period for interest
  $ 7,635     $ 11,153  
Cash paid (received) during the period for income taxes
  $ (1,106 )   $ 3,403  

See accompanying notes.

 
4

 

Jazz Technologies, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2012

 
Note 1:   Business and Formation
 
Unless specifically noted otherwise, as used throughout these notes to the unaudited condensed consolidated financial statements, “Jazz” or the “Company” refers to the business of Jazz Technologies, Inc., and “Jazz Semiconductor” refers only to the business of Jazz Semiconductor, Inc.
 
The Company
 
Since the merger with Tower in 2008, the Company is a 100% subsidiary of Tower.
 
The Company is based in Newport Beach, California and is an independent semiconductor foundry focused on specialty process technologies for the manufacture of analog intensive mixed-signal semiconductor devices. The Company’s specialty process technologies include advanced analog, radio frequency, high voltage, bipolar and silicon germanium bipolar complementary metal oxide (“SiGe”) semiconductor processes for the manufacture of analog and mixed-signal semiconductors. Its customers’ analog and mixed-signal semiconductor devices are used in cellular phones, wireless local area networking devices, digital TVs, set-top boxes, gaming devices, switches, routers and broadband modems.
 
Note 2:   Summary of Significant Accounting Policies
 
Basis of Presentation and Consolidation
 
The Company prepares its consolidated financial statements in accordance with SEC and U.S. generally accepted accounting principles (“US GAAP”) requirements and includes all adjustments of a normal recurring nature that are necessary to fairly present its condensed consolidated results of operations, financial position, and cash flows for all periods presented. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Interim period results are not necessarily indicative of full year results. This quarterly report should be read in conjunction with the Company most recent Annual Report on Form 10-K.
 
The condensed consolidated financial statements included herein are unaudited; however, they contain all normal recurring adjustments that, in the opinion of management, are necessary to present fairly the Company’s consolidated financial position at September 30, 2012 and December 31, 2011, and the consolidated results of its operations and cash flows for the three months and nine months ended September 30, 2012 and 2011. All intercompany accounts and transactions have been eliminated. Certain amounts have been reclassified in order to conform to 2012 presentation.
 
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates.
 
Fair Value of Financial Instruments
 
The Company measures its financial assets and liabilities in accordance with US GAAP. For financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, the carrying amounts approximate fair value due to their short maturities.
 
Concentrations
 
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and trade accounts receivable.
 
 
5

 
 
The Company generally does not require collateral for insurance of receivables, however, in certain circumstances the Company may require letters of credit. An allowance for doubtful accounts is determined with respect to those amounts that were determined to be doubtful of collection. The Company performs ongoing credit evaluations of its customers.
 
Accounts receivable from significant customers representing 10% or more of the net accounts receivable balance as of September 30, 2012 and December 31, 2011 consists of :
 
   
September 30, 2012
   
December 31, 2011
 
Customer 1
    19 %     19 %
Customer 2
    11       5  
 
Net revenues from significant customers representing 10% or more of net revenues consist of:
 
   
Three months ended
   
Nine months ended
 
   
September 30, 2012
   
September 30, 2011
   
September 30, 2012
   
September 30, 2011
 
Customer A
    16 %     17 %     16 %     17 %
Customer B
    13       9       12       4  
Customer C
    4       9       5       10  
 
As a result of the Company’s concentration of its customer base, loss or cancellation of business from, or significant changes in scheduled deliveries of products sold to these customers or a change in their financial position, could materially and adversely affect the Company’s consolidated financial position, results of operations and cash flows.
 
The Company operates a single manufacturing facility located in Newport Beach, California. A major interruption in the manufacturing operations at this facility would have a material adverse affect on the consolidated financial position and results of operations of the Company.
 
Initial Adoption of New Standards
 
 In the first quarter of 2012, the Company adopted amended standards that increase the prominence of items reported in other comprehensive income. These amended standards eliminate the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity and require that all changes in stockholders’ equity - except investments by, and distributions to, owners - be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The adoption of these amended standards did impact the presentation of other comprehensive income, as we have elected to present two separate but consecutive statements, but did not have an impact on our financial position or results of operations.
 
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (“ASU 2011-04”). ASU 2011-04 was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between GAAP and International Financial Reporting Standards. ASU 2011-04 clarifies the FASB’s intent about the application of existing fair value measurement and disclosure requirements, changes certain fair value measurement principles and enhances fair value disclosure requirements. Effective January 1, 2012, the Company adopted the disclosure provisions included in ASU 2011-04. The adoption of ASU 2011-04 had no impact on our financial position or results of operations
 
Note 3:   Other Balance Sheet Details
 
Inventories
 
Inventories, net of reserves, consist of the following at September 30, 2012 and December 31, 2011 (in thousands):
 
   
September 30, 2012
   
December 31, 2011
 
Raw material
  $ 4,438     $ 3,856  
Work in process
    8,657       9,359  
Finished goods
    10,619       12,161  
    $ 23,714     $ 25,376  
 
 
6

 
 
Property, Plant and Equipment
 
Property, plant and equipment consist of the following at September 30, 2012 and December 31, 2011 (in thousands):
 
 
Useful life (In years)
 
September 30, 2012
   
December 31, 2011
 
Building improvements
10-12
  $ 24,305     $ 24,305  
Machinery and equipment
7
    159,063       145,047  
Furniture and equipment
5-7
    2,284       2,213  
Computer software
3
    3,138       3,138  
        188,790       174,703  
Accumulated depreciation
      (95,051 )     (73,166 )
 
    $ 93,739     $ 101,537  
 
Intangible Assets
 
Intangible assets consist of the following at September 30, 2012 (in thousands):
 
 
Useful life (In years)
 
Cost
   
Accumulated Amortization
   
Net
 
Technology
4;9
  $ 2,300     $ 1,302     $ 998  
Patents and other core technology rights
9
    15,100       6,772       8,328  
In-process research and development
--
    1,800       1,800       --  
Customer relationships
15
    2,600       700       1,900  
Trade name
9
    5,200       2,332       2,868  
Facilities lease
19
    33,500       7,309       26,191  
Total identifiable intangible assets
    $ 60,500     $ 20,215     $ 40,285  
 
Intangible assets consist of the following at December 31, 2011 (in thousands):
 
 
Useful life (In years)
 
Cost
   
Accumulated Amortization
   
Net
 
Technology
4;9
  $ 2,300     $ 1,006     $ 1,294  
Patents and other core technology rights
9
    15,100       5,514       9,586  
In-process research and development
--
    1,800       1,800       --  
Customer relationships
15
    2,600       570       2,030  
Trade name
9
    5,200       1,899       3,301  
Facilities lease
19
    33,500       5,951       27,549  
Total identifiable intangible assets
    $ 60,500     $ 16,740     $ 43,760  
 
The amortization related to technology, patents, other core technologies, and the facilities’ lease is charged to cost of revenues. The amortization related to customer relationships and trade name is charged to operating expenses.
 
Note 4:   Credit Facility
 
Borrowing availability under the facility as of September 30, 2012, was $28.2 million. Outstanding borrowings were $19.1 million and $1.3 million of the facility supporting outstanding letters of credits on that date. As of September 30, 2012, the Company was in compliance with all the covenants under this facility.
 
Note 5:   Notes
 
In 2006, the Company privately placed convertible notes which bore interest at a rate of 8% per annum payable semi-annually, and were scheduled to mature in December, 2011 (“Old Notes”).
 
On July 2010, the Company, together with its domestic subsidiaries and its parent, Tower, entered into an exchange agreement (the “Exchange Agreement”) with certain note holders (the “Participating Holders”) holding approximately $79.6 million principal amount of the Old Notes. Under the Exchange Agreement, the Participating Holders exchanged their Old Notes for newly-issued 8% non-convertible notes of the Company due June 2015 (the “New Notes”) at an exchange ratio of 1.175 face amount of New Notes for each 1.000 face amount of Old Notes. In October 2011, the Company completed a voluntary transaction to redeem early the entire remaining outstanding amount of the Old Notes held by holders other than the Participating Holders.
 
 
7

 
 
In addition to the New Notes, the Participating Holders received warrants to purchase approximately 25.3 million ordinary shares of Tower at an exercise price of $1.70 per share (“Warrants J”). Interest on the New Notes at a rate of 8% per annum is payable semiannually. As of September 30, 2012, approximately $93.6 million in principal amount of New Notes remained outstanding.
 
The New Notes constitute unsecured obligations of the Company, rank on parity in right of payment with all other indebtedness of the Company, and are effectively subordinated to all secured indebtedness of the Company to the extent of the value of the collateral securing such indebtedness and are not guaranteed by Tower. The New Notes shall rank senior to all future indebtedness of the Company to the extent the future indebtedness is expressly subordinated to the New Notes. The New Notes are jointly and severally guaranteed on a senior unsecured basis by the Company’s domestic subsidiaries.
 
Beginning July 1, 2013, the Company may redeem some or all of the New Notes for cash at a redemption price equal to par plus accrued and unpaid interest plus a redemption premium equal to 4% if redemption occurs prior to July 1, 2014 and 2% if redemption occurs between July 1, 2014 and maturity.
 
The Indenture contains certain covenants including covenants restricting the Company’s ability and the ability of its subsidiaries to, among other things, incur additional debt, incur additional liens, make specified payments and make certain asset sales.
 
Holders of the New Notes are entitled, subject to certain conditions and restrictions, to require the Company to repurchase the New Notes at par plus accrued interest and a 1% redemption premium in the event of certain change of control transactions.
 
The Company’s obligations under the New Notes are guaranteed by the Company’s wholly owned domestic subsidiaries. The Company has not provided condensed consolidated financial information for such subsidiaries because the Company has no independent assets or operations, the subsidiary guarantees are full and unconditional and joint and several, and subsidiaries of the Company other than the subsidiary guarantors are minor. Other than the restrictions in the Loan Agreement, there are no significant restrictions on the ability of the Company and its subsidiaries to obtain funds from their subsidiaries by loan or dividend.
 
Note 6:   Income Taxes
 
In January 2012, the Internal Revenue Service (“IRS”) commenced an audit of the Company’s tax returns, and required certain reports and data in connection with the 2009 and 2010 tax years. The IRS audit is still in progress. The Company cannot yet assess the full implications of the audit.
 
Note 7:   Employee Benefit Plans
 
The pension and other post retirement benefit plans expenses for the three months and nine months ended September 30, 2012 were $0.1 million and $0.2 million, respectively. The amounts for the pension and other post retirement benefit plans expenses for the three months and nine months ended September 30, 2011 were $0.2 million and $0.7 million, respectively.
 
 Note 8:  Employee Stock Option Expense
 
During the nine months ended September 30, 2012, Tower awarded 5,001 non-qualified stock options (*) exercisable to Tower’s ordinary shares to the Company’s employees. The Company recorded $0.1 million and $0.4 million, respectively, of compensation expenses relating to options granted to employees for the three months and nine months ended September 30, 2012. The Company recorded $0.2 million and $0.5 million, respectively, of compensation expenses relating to employees’ options during the corresponding periods in 2011.
 
(*) Reflects the effect of Tower’s reverse stock split done in August 2012.
 
Note 9:   Related Party Transactions
 
Related Party Transactions consist of the following (in thousands):
 
   
As of September 30, 2012
   
As of December 31, 2011
 
Due from related parties (included in the accompanying balance sheets)
  $ 8,440     $ 20,560  
Due to related parties (included in the accompanying balance sheets)
  $ 1,412     $ 2,049  
 
Related parties balances are with Tower and TowerJazz Japan Ltd. (“TJP”) and are mainly for purchases and payments on behalf of the other party, tools sale, tools lease and service charges.
 
 
8

 
 
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
The following discussion and analysis should be read in conjunction with the financial statements and related notes contained elsewhere in this report. See our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and subsequent quarterly reports filed with the Securities and Exchange Commission for information regarding certain risk factors known to us that could cause reported financial information not to be necessarily indicative of future results.
 
FORWARD LOOKING STATEMENTS
 
This report on Form 10-Q may contain “forward-looking statements” within the meaning of the federal securities laws made pursuant to the safe harbor provisions of the Private Securities Litigation Report Act of 1995. These statements, which represent our expectations or beliefs concerning various future events, may contain words such as “may,” “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” or other words indicating future results. Such statements may include but are not limited to statements concerning the following:
 
 
·
anticipated trends in revenues;

 
·
growth opportunities in domestic and international markets;

 
·
new and enhanced channels of distribution;

 
·
customer acceptance and satisfaction with our products;

 
·
expected trends in operating and other expenses;

 
·
purchase of raw materials at levels to meet forecasted demand;

 
·
anticipated cash and intentions regarding usage of cash;

 
·
changes in effective tax rates; and

 
·
anticipated product enhancements or releases.
 
This report, including these forward-looking statements, are subject to risks and uncertainties, including those risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and subsequent quarterly reports filed with the Securities and Exchange Commission, that could cause actual results to differ materially from those anticipated as of the date of this report. We assume no obligation to update any forward-looking statements to reflect events or circumstances arising after the date of this report.
 
RESULTS OF OPERATIONS
 
For the nine months ended September 30, 2012, we had a net loss of $4.5 million compared to a net profit of $8.0 million for the nine months ended September 30, 2011.
 
 The following table sets forth certain statement of operations data as a percentage of total revenues for the periods indicated.
 
   
Nine Months Ended
 
   
September 30, 2012
   
September 30, 2011
 
Net revenues
    100 %     100 %
Cost of revenues
    80.3       74.5  
Gross profit
    19.7       25.5  
Operating expenses:
               
Research and development
    7.9       6.8  
Selling, general and administrative
    8.4       9.2  
Amortization of intangible assets
    0.5       0.4  
Total operating expenses
    16.8       16.4  
Operating income
    2.9       9.0  
Financing expense , net
    (7.9 )     (9.6 )
Other income, net
    0.0       10.4  
Income tax benefit (expense)
    1.4       (3.8 )
Net income (loss)
    (3.6 )%     6.0 %
 
 
9

 
 
Comparison of nine Months Ended September 30, 2012 and June 30, 2011
 
Revenues
 
Our net revenues for the nine months ended September 30, 2012 amounted to $125.8 million as compared to $131.9 million for the corresponding period in 2011.The 5% revenue decrease is mainly attributable to 15% lower average selling price for our products offset by a 3% increase in quantities sold during the nine months ended September 30, 2012.
 
Cost of Revenues
 
 Our cost of revenues was $101.0 million for the nine months ended September 30, 2012, slightly higher as compared to $98.2 million for the corresponding period in 2011. There was an increase in cost of revenues despite the revenue decrease since, as described above, the revenue reduction was caused by higher quantities of wafers shipped and an average selling price reduction.
 
Gross Profit
 
Gross profit was $24.8 million in the nine months ended September 30, 2012; $8.8 million lower than $33.6 million in the corresponding period in 2011. Such reduction was mainly attributed to the decrease in average wafer prices described above.
 
Operating Expenses
 
Operating expenses for the nine months ended September 30, 2012 amounted to $21.2 million, a slight decrease compared to $21.7 million in the nine months ended September 30, 2011.
 
Financing Expense, Net
 
Financing expense, net for the nine months ended September 30, 2012 decreased to $10.0 million, from $12.7 million in the corresponding period in 2011, mainly due to the redemption of the Old Notes in October 2011 as described above. Financing expense net, mainly relates to our notes.
 
Other income, Net
 
Other income, net for the nine months ended September 30, 2011 includes mainly a gain from the sale of the investment in Hua Hong Semiconductor Ltd. (“HHSL’).
 
Income Tax Benefit (Expense)
 
Income tax benefit amounted to $1.7 million in the nine months ended September 30, 2012, as compared to income tax expense of $5.0 million in the nine months ended September 30, 2011. The $6.7 million decrease in income tax expenses is mainly as a result of the decrease in operating profit.
 
In January 2012, the Internal Revenue Service (“IRS”) commenced an audit of the Company’s tax returns, and required certain reports and data in connection with the 2009 and 2010 tax years. The IRS audit is still in progress The Company cannot yet assess the full implications of the audit.
 
 
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Net Income (loss)
 
Net loss for the nine months ended September 30, 2012 amounted to $4.5 million as compared to net income of $8.0 million in the nine months ended September 30, 2011. Such $12.5 million decrease in net income is a result of the revenue decrease and the gain from the sale of the investment in HHSL, which was partially offset by lower financing and tax benefit, as detailed above.
 
Item 4.    Controls and Procedures.
 
Disclosure Controls and Procedures
 
Based on the evaluation as of the end of the period covered by this report, our principal executive officer and chief financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this report.
 
Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and our principal executive officer and our principal financial officer have concluded that these controls and procedures are effective at the “reasonable assurance” level. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal controls over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1.    Legal Proceedings
 
There are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party or any of our property is subject.
 
Item 1A. Risk Factors
 
In addition to the other information contained in this Form 10-Q, you should carefully consider the risk factors associated with our business previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Our business, financial condition and/or results of operations could be materially adversely affected by any of these risks. Additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.
 
Item 6.    Exhibits.
 
Number
 
Description
     
31.1
 
Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a).
31.2
 
CFO Certification required by Rule 13a-14(a) or Rule 15d-14(a).
32.1
 
Principal Executive Officer Certification required by Section 1350.
32.2
 
Principal Financial Officer Certification required by Section 1350.
101
 
Financial information from the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in XBRL
 
 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Date: November 19, 2012
JAZZ TECHNOLOGIES, INC.
 
       
 
By:
/s/ Nabil Alali
 
   
_____
(Principal Executive Officer)
 
       
 
By:
/s/ SUSANNA H. BENNETT
 
   
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
 
INDEX TO EXHIBITS

Number
 
Description
     
31.1
 
Principal Executive Officer Certification required by Rule 13a-14(a) or Rule 15d-14(a).
31.2
 
CFO Certification required by Rule 13a-14(a) or Rule 15d-14(a).
32.1
 
Principal Executive Officer Certification required by Section 1350.
32.2
 
Chief Financial Officer Certification required by Section 1350.
101
 
Financial information from the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, formatted in XBRL

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