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): July 31, 2014
DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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0-23006 |
94-2683643 |
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161 S. San Antonio Road, Suite 10 |
94022 |
408/986-4300
(Registrant’s Telephone Number, Including Area Code)
With a copy to:
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 July 31, 2014, DSP Group, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2014. A copy of the press release, dated July 31, 2014, 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 ended June 30, 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 ended June 30, 2014 and 2013 that excluded (a) for the quarter ended June 30, 2014, the impact of amortization of acquired intangible assets in the amount of $397,000, associated with the acquisitions of the Cordless and VoIP Terminals business of NXP B.V. (the “CIPT Acquisition”) and BoneTone Communications Ltd. (the “BoneTone Acquisition”), equity-based compensation expenses of $1,461,000 and amortization of deferred tax liability related to intangible assets acquired in the BoneTone Acquisition in the amount of $97,000, and (b) for the quarter ended June 30, 2013, the impact of amortization of acquired intangible assets in the amount of $418,000, associated with the CIPT Acquisition and BoneTone Acquisition, equity-based compensation expenses of $1,045,000, amortization of deferred tax liability related to intangible assets acquired in the BoneTone Acquisition in the amount of $96,000, 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 quarters ended June 30, 2014 and 2013 because the exclusion of such expense may provide a more meaningful analysis of the Company’s 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 Company’s 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 Company’s business. The non-GAAP presentation should not be viewed as a substitute for the Company’s reported GAAP results.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
d. Exhibits
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Exhibit No. |
Description |
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99.1 |
Press Release of DSP Group, Inc., dated July 31, 2014. |
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: July 31, 2014 |
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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