Form 8-K DSP GROUP INC /DE/ For: Jan 29

January 29, 2015 8:02 AM EST

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 29, 2015

DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-23006
(Commission File Number)

94-2683643
(I.R.S. Employer Identification No.)

161 S. San Antonio Road, Suite 10
Los Altos, CA
(Address of Principal Executive Offices)

94022
(Zip Code)

408/986-4300
(Registrants Telephone Number, Including Area Code)

Jaclyn Liu, Esq.
Morrison�& Foerster�
llp
425 Market Street
San Francisco, CA 94105


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

�����Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

�����Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

�����Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

�����Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 29, 2015, DSP Group, Inc. (the Company) announced its financial results for the quarter and year ended December 31, 2014. A copy of the press release, dated January 29, 2015, is attached and filed herewith as Exhibit 99.1. This information, including Exhibit 99.1 attached hereto, shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

In addition to the disclosure of financial results for the quarter and year ended December 31, 2014 in accordance with generally accepted accounting principles in the United States (GAAP), the press release also included non-GAAP net income and diluted earnings per share, for the quarters and years ended December 31, 2014 and 2013 that excluded (a) for the quarter ended December 31, 2014, the impact of amortization of acquired intangible assets of $382,000 associated with the acquisition of the Cordless and VoIP Terminals business of NXP B.V. (the CIPT Acquisition) and the acquisition of BoneTone Communications Ltd. (the BoneTone Acquisition); equity-based compensation expenses of $1,160,000; amortization of deferred tax liability related to intangible assets acquired in connection with the BoneTone Acquisition in the amount of $49,000; elimination of valuation allowance of deferred tax assets and tax advances in the amount of $2,061,000; and a tax benefit of $858,000 resulting from the reversal of income tax contingency reserve; (b) for the quarter ended December 31, 2013, the impact of amortization of acquired intangible assets of $418,000 associated with the CIPT Acquisition and the BoneTone Acquisition; equity-based compensation expenses of $1,026,000; and amortization of deferred tax liability related to intangible assets acquired in connection with the BoneTone Acquisition in the amount of $96,000; (c) for the year ended December 31, 2014, the impact of amortization of acquired intangible assets of $1,573,000 associated with the CIPT Acquisition and the BoneTone Acquisition; equity-based compensation expenses of $5,359,000; amortization of deferred tax liability related to intangible assets acquired in connection with the BoneTone Acquisition in the amount of $339,000; elimination of valuation allowance of deferred tax assets and tax advances in the amount of $2,061,000 and a tax benefit of $858,000 resulting from the reversal of income tax contingency reserve; and (d) for the year ended December 31, 2013, the impact of amortization of acquired intangible assets of $1,672,000 associated with the CIPT Acquisition and the BoneTone Acquisition; equity-based compensation expenses of $4,159,000; amortization of deferred tax liability related to intangible assets acquired in connection with the BoneTone Acquisition in the amount of $385,000; and proxy contest-related expenses of $1,403,000.

The Company believes that the non-GAAP presentation in the press release is useful to investors in analyzing the results for the quarter and year ended December 31, 2014 and 2013 because the exclusion of such expense may provide a more meaningful analysis of the Companys core operating results. Further, the Company believes it is useful for investors to understand how the expenses associated with the application of FASB ASC No.�718 are reflected on its statements of income. The non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP, and are intended to provide additional insight into the Companys operations that, when viewed with its GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, offer a more complete understanding of factors and trends affecting the Companys business. The non-GAAP presentation should not be viewed as a substitute for the Companys reported GAAP results.

2

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

d. Exhibits

Exhibit No.

Description

99.1

Press Release of DSP Group, Inc., dated�January 29, 2015.

3

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 hereunto duly authorized.

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DSP GROUP, INC.

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Date:�January 29, 2015�

By:

/s/ Dror Levy

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Dror Levy

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Chief Financial Officer

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and Secretary

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4

Exhibit 99.1

DSP Group, Inc. Reports Fourth Quarter 2014 Results�����

New Products Revenues Drive Second Consecutive Quarter of Revenue Growth; 2014 0ffice Revenues Up by 61%

LOS ALTOS, Calif., January 29, 2015 - DSP Group, Inc. (NASDAQ: DSPG), a leading global provider of wireless chipset solutions for converged communications, announced today its results for the fourth quarter and the year ended December 31, 2014.

Financial Results Highlights for the Fourth Quarter:

Non-GAAP diluted EPS of $0.06 and GAAP diluted EPS of $0.12, both exceeding guidance

Revenues of approximately $37.2 million, an increase of 5% year over year

Non-GAAP gross margins of 39.8%, at the high end of guidance

Non-GAAP operating income of $1.1 million, representing 3% of revenues

GAAP net income of $2.7 million

Generated $6.6 million of cash from operating activities

Cash, deposits and marketable securities increased to $124.9 million

Financial Results Highlights for the Year:

Non-GAAP diluted EPS of $0.31 and GAAP diluted EPS of $0.16


Revenues of approximately $143 million, a decrease of 5% year over year


NonGAAP gross margins of 40.1%, a 30 basis points improvement vs. 2013

Non-GAAP net income of $7.3 million, reaching 5% of revenues

GAAP net income of $3.6 million

Generated $10.4 million of cash from operating activities

Repurchased 1.4 million shares for a total consideration of $12.5 million

Management Comments:

Commenting on the results, Ofer Elyakim, CEO of DSP Group, stated, We are very happy with our fourth quarter and full year results, and predominantly, our ability to resume revenue growth for a second consecutive quarter. We are also delighted that our investment in new products is paying off, and the robust growth in these products is now more than offsetting the decline in the mature segment of our business. In particular, the Office/VoIP segment posted revenue growth of 61% in 2014, and the continued growth in VoIP products, together with the anticipated broader adoption of DECT/ULE and roll-out of HD Clear, position us well for continued growth in 2015 and beyond.


Products and Market Highlights:

2014 Office/VoIP segment revenues of $14.3 million, an increase of 61% year over year

Secured a design win with a second Tier 1 IP phone OEM based on DSP Groups DVF99 SoC

Panasonic selected DSP Group's DHX91 ULE SoC to power its new home monitoring and control system

A leading Tier 1 U.S. based service provider selected DSP Groups DECT/ULE solution for its home safety and security service

Sensory and DSP Group introduced a voice-controlled IoT solution for DECT/ULE enabling home control by voice in low power consumption

ProSyst unveiled OSGi framework, enabling service providers to make use of existing OSGi-based gateways for ULE that address the emerging IoT domain

A Tier 1 European service provider selected DSP Groups DCX81 SoC for its two new home gateways

Media5 and DSP Group launch a complete SIP IP phone solution for developers


Fourth Quarter Results:

Revenues for the fourth quarter of 2014 were $37,159,000, an increase of 5% from revenues of $35,340,000 for the fourth quarter of 2013. Net income for the fourth quarter of 2014 was $2,729,000, as compared to net income of $356,000 for the fourth quarter of 2013. Basic income per share and diluted income per share for the fourth quarter of 2014 were $0.13 and $0.12, respectively, as compared to a basic and diluted income per share of $0.02 for the fourth quarter of 2013.


Year End Results:

Revenues for the year ended December 31, 2014 were $143,036,000, a decrease of 5% from 2013 revenues of $151,063,000. Net income for 2014 was $3,602,000, compared to a net income of $2,676,000 for 2013, an increase of 35%. Basic and diluted income per share for 2014 was $0.16, compared to an income per share of $0.12 for 2013, an increase of 33%.

Non-GAAP Results:

Non-GAAP net income and diluted EPS for the fourth quarter of 2014 were $1,303,000 and $0.06, respectively, as compared to non-GAAP net income and diluted EPS of $1,704,000 and $0.07, respectively, for the fourth quarter of 2013, a decrease of 24% and 14%, respectively. Non-GAAP net income and diluted EPS for the fourth quarter of 2014 excluded the impact of amortization of acquired intangible assets of $382,000 associated with the acquisitions of the CIPT business from NXP B.V. and BoneTone Communications; equity-based compensation expenses of $1,160,000; amortization of deferred tax liability related to intangible assets acquired in connection with the acquisition of BoneTone Communications in the amount of $49,000; elimination of valuation allowance of deferred tax assets and tax advances in the amount of $2,061,000 and a tax benefit of $858,000 resulting from the reversal of income tax contingency reserve. Non-GAAP net income and diluted EPS for the fourth quarter of 2013 excluded the impact of amortization of acquired intangible assets of $418,000 associated with the acquisitions of the CIPT business and BoneTone Communications; equity-based compensation expenses of $1,026,000 and amortization of deferred tax liability related to intangible assets acquired in connection with the acquisition of BoneTone Communications in the amount of $96,000.

Non-GAAP net income and diluted EPS for the year ended December 31, 2014 were $7,276,000 and $0.31, respectively, as compared to non-GAAP net income and diluted EPS of $9,525,000 and $0.41, respectively, for the year ended December 31, 2013, a decrease of 24% and 24%, respectively. Non-GAAP net income and diluted EPS for the year ended December 31, 2014 excluded the impact of amortization of acquired intangible assets of $1,573,000 associated with acquisitions of the CIPT business and BoneTone Communications; equity-based compensation expenses of $5,359,000; amortization of deferred tax liability related to intangible assets acquired in connection with the acquisition of BoneTone Communications in the amount of $339,000; elimination of valuation allowance of deferred tax assets and tax advances in the amount of $2,061,000 and a tax benefit of $858,000 resulting from the reversal of income tax contingency reserve. Non-GAAP net income and diluted EPS for the year ended December 31, 2013 excluded the impact of amortization of acquired intangible assets of $1,672,000 associated with acquisitions of the CIPT business and BoneTone Communications; equity-based compensation expenses of $4,159,000; amortization of deferred tax liability related to intangible assets acquired in connection with the acquisition of BoneTone Communications in the amount of $385,000 and proxy contest-related expenses of $1,403,000.


Earnings Conference Call:

DSP Group will discuss its fourth quarter financial results, along with its outlook and guidance for the first quarter of 2015, on its conference call at 8:30 a.m. ET today, and invites you to listen via our conference call or a live broadcast over the Internet.

Investors may access the conference call by dialing + 1 877 280 2342 (domestic US) or + 1 646 254 3365 (international) approximately 10 minutes prior to the starting time. The password is DSP Group. The broadcast via the Internet can be accessed by all interested parties through the Investor Relations section of DSP Groups website at www.dspg.com or link to: http://edge.media-server.com/m/p/u8knohh6

A replay of the conference call will be available for a week following the call. To listen to the session, please dial +1 347 366 9565 (domestic US) or +44 20 3427 0598 (international) and enter the company access code: 7688229#. For more information, please contact Dror Levy, CFO, at: Office: +972-9-952-9699, Email: [email protected].

Presentation on non-GAAP Net Income Calculation

The Company believes that the non-GAAP presentation of net income and diluted EPS presented in this press release is useful to investors in comparing results for the quarter and the year ended December 31, 2014 to the same periods in 2013 because the exclusion of the above noted expenses may provide a more meaningful analysis of the Companys core operating results. Further, the Company believes it is useful to investors to understand how the expenses associated with equity-based compensation expenses are reflected on its statements of income.


Forward Looking Statements

This press release contains statements that qualify as forward-looking statements under the Private Securities Litigation Reform Act of 1995, including Mr. Elyakims statements about expected solid growth from DSP Groups new products, such new products offsetting the decline in the mature segment of DSP Groups business, the anticipated broader adoption of DECT/ULE and roll-out of HD Clear and expectation of being on track to return to sustainable revenue growth in 2015 and beyond. The events described in these forward-looking statements may not actually arise as a result of various factors, including the timing and ability of the consumer electronics market to recover and the corresponding recovery of DSP Groups customers; unexpected delays in the commercial launch of new products; slower than expected change in the nature of residential communications domain; the magnitude of decline of the cordless business; DSP Group's ability to manage costs, DSP Groups ability to develop and produce new products at competitive costs and in a timely manner or the ability of such products to achieve broad market acceptance; and general market demand for products that incorporate DSP Groups technology in the market. These factors and other factors which may affect future operating results or DSP Groups stock price are discussed under RISK FACTORS in the Form 10-K for fiscal 2013, as well as other reports DSP Group has filed with the Securities and Exchange Commission and which are available on DSP Groups website (www.dspg.com) under Investor Relations. DSP Group assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

About DSP Group

DSP Group�, Inc. (NASDAQ: DSPG) is a leading global provider of wireless chipset solutions for converged communications. Delivering semiconductor system solutions with software and hardware reference designs, DSP Group enables OEMs/ODMs, consumer electronics (CE) manufacturers and service providers to cost-effectively develop new revenue-generating products with fast time to market. At the forefront of semiconductor innovation and operational excellence for over two decades, DSP Group provides a broad portfolio of wireless chipsets integrating DECT/CAT-iq, ULE, Wi-Fi, PSTN, HDClear", video and VoIP technologies.

DSP Group enables converged voice, audio, video and data connectivity across diverse mobile, consumer and enterprise products  from mobile devices, connected multimedia screens, and home automation & security to cordless phones, VoIP systems, and home gateways. Leveraging industry-leading experience and expertise, DSP Group partners with CE manufacturers and service providers to shape the future of converged communications at home, office and on the go.

For more information, visit www.dspg.com


DSP�GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2014

2013

2014

2013

(Unaudited)

(Unaudited)

(Unaudited)

(Audited)

Revenues

$ 37,159 $ 35,340 $ 143,036 $ 151,063

Cost of revenues

22,438 21,187 85,992 91,237

Gross profit

14,721 14,153 57,044 59,826

Operating expenses:

Research and development, net

9,155 8,519 33,468 35,000

Sales and marketing

2,980 2,781 11,905 11,273

General and administrative

2,600 2,766 10,541 11,812

Amortization of intangible assets

382 418 1,573 1,672

Total operating expenses

15,117 14,484 57,487 59,757

Operating income (loss)

(396 ) (331 ) (443 ) 69

Financial income, net

309 620 1,204 2,457

Income (loss) before taxes on income

(87 ) 289 761 2,526

Income tax benefit

(2,816 ) (67 ) (2,841 ) (150 )

Net income

$ 2,729 $ 356 $ 3,602 $ 2,676

Net income per share:

Basic

$ 0.13 $ 0.02 $ 0.16 $ 0.12

Diluted

$ 0.12 $ 0.02 $ 0.16 $ 0.12

Weighted average number of shares of common stock used in the computation of:

Basic net income per share

21,679 22,520 21,968 22,249

Diluted net income per share

23,331 23,454 22,954 22,906


Unaudited�Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except�per share amounts)

Three Months Ended

Twelve�Months Ended

December 31,

December�31,

2014

2013

2014

2013

Unaudited

Unaudited

Unaudited

Unaudited

GAAP net income

$ 2,729 $ 356 $ 3,602 $ 2,676

Equity-based compensation expense included in cost of product revenues and other

63 62 300 253

Equity-based compensation expense included in research and development, net

513 461 2,381 1,873

Equity-based compensation expense included in sales and marketing

140 95 621 478

Equity-based compensation expense included in general and administrative

444 408 2,057 1,555

Amortization of intangible assets

382 418 1,573 1,672

Amortization of deferred tax liability related to intangible assets

(49 ) (96 ) (339 ) (385 )

Reversal of income tax contingency reserve that was determined to be no longer needed due to the finalization of tax audit

(858 ) - (858 ) -

Elimination of valuation allowance of deferred tax assets and tax advances.

(2,061 ) - (2,061 ) -

Proxy contest related expenses

- - - 1,403

Non-GAAP net income

$ 1,303 $ 1,704 $ 7,276 $ 9,525

Weighted-average number of common stock used in computation of GAAP diluted net income per share (in thousands)

23,331 23,454 22,954 22,906

Weighted-average number of shares related to outstanding options, stock appreciation rights and restricted share units (in thousands)

248 375 671 399

Weighted-average number of common stock used in computation of non-GAAP diluted net income per share (in thousands)

23,579 23,829 23,625 23,305

GAAP diluted net income per share

$ 0.12 $ 0.02 $ 0.16 $ 0.12

Equity-based compensation expense

0.05 0.04 0.23 0.18

Amortization of intangible assets

0.02 0.02 0.07 0.07

Amortization of deferred tax liability related to intangible assets

(0.01 ) (0.01 ) (0.02 ) (0.02 )

Reversal of income tax contingency reserve that was determined to be no longer needed due to the finalization of tax audit

(0.03 ) - (0.04 ) -

Elimination of valuation allowance of deferred tax assets and tax advances.

(0.09 ) - (0.09 ) -

Proxy contest related expenses

- - - 0.06

Non-GAAP diluted net income per share

$ 0.06 $ 0.07 $ 0.31 $ 0.41


DSP GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

December 31,

December 31,

2014

2013

(Unaudited)

(Audited)

Assets

Current assets:

Cash and cash equivalents

$ 20,544 $ 23,578

Restricted deposits

623 77

Marketable securities and short term deposits

11,508 13,895

Trade receivables, net

20,298 21,195

Inventories

15,635 12,334

Other accounts receivable and prepaid expenses

1,752 2,641

Deferred income taxes

924 92

Total current assets

71,284 73,812

Property and equipment, net

2,843 2,837

Long term marketable securities

92,269 90,162

Severance pay fund

10,860 11,168

Intangible assets and goodwill, net

10,411 11,986

Investment in other companies

2,200 2,200

Long term prepaid expenses and lease deposits

1,312 100
117,052 115,616

Total assets

$ 191,179 $ 192,265

Liabilities and Stockholders Equity

Current liabilities:

Trade payables

$ 15,282 $ 14,149

Other current liabilities

16,411 17,362

Total current liabilities

31,693 31,511

Accrued severance pay

10,929 11,179

Accrued pensions

1,089 981

Deferred income taxes

845 1,183

Total long term liabilities

12,863 13,343

Stockholders equity:

Common stock

22 22

Additional paid-in capital

355,906 350,494

Accumulated other comprehensive income (loss)

(1,566 ) (821 )

Less  Cost of treasury stock

(122,387 ) (118,749 )

Accumulated deficit

(85,352 ) (83,535 )

Total stockholders equity

146,623 147,411

Total liabilities and stockholders equity

$ 191,179 $ 192,265



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