10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC20549

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 March 31, 2015
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 oNo x

(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 xNo 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 oNo 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

PART I — FINANCIAL INFORMATION			1
	Item 1.	Financial Statements	1
		Unaudited Condensed Consolidated Balance Sheets	1
		Unaudited Condensed Consolidated Statements of Operations	2
		Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)	3
		Unaudited Condensed Consolidated Statements of Cash Flows	4
		Notes to Unaudited Condensed Consolidated Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
	Item 4.	Controls and Procedures	11
PART II — OTHER INFORMATION			11
	Item 1.	Legal Proceedings	11
	Item 1A.	Risk Factors	11
	Item 6.	Exhibits	11
SIGNATURES			12
Index to Exhibits			12

i

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Jazz Technologies, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands)

	March 31, 2015			December 31, 2014
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	20,035		$	73,387
Receivables:
Trade receivables, net of allowance for doubtful accounts of  $0 at March 31, 2015 and December 31, 2014		28,449			30,351
Other receivables		2,803			3,301
Inventories		34,164			30,794
Deferred tax asset		4,951			4,951
Other current assets		1,713			1,245
Total current assets		92,115			144,029
Property, plant and equipment, net		69,429			71,527
Intangible assets, net		23,084			24,097
Goodwill		7,000			7,000
Other assets		15,733			3,945
Total assets	$	207,361		$	250,598
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of debentures	$	--		$	45,577
Accounts payable		28,510			25,485
Accrued compensation and benefits		6,738			6,350
Deferred revenue		1,109			2,220
Other current liabilities		5,755			9,031
Total current liabilities		42,112			88,663
Long term liabilities:
Long-term debt from banks		19,100			19,100
Notes		43,577			42,889
Employee related liabilities		4,237			4,387
Other long-term liabilities		1,858			14,842
Total liabilities		110,884			169,881
Stockholders' equity:
Ordinary shares of $1 par value;
Authorized: 200 shares;
Issued: 100 shares;
Outstanding: 100 shares;
Additional paid-in capital		74,986			74,986
Cumulative stock based compensation		3,012			2,802
Accumulated other comprehensive loss		(803	)		(503	)
Retained earnings		19,282			3,432
Total stockholders' equity		96,477			80,717
Total liabilities and stockholders' equity	$	207,361		$	250,598

See accompanying notes.

1

Jazz Technologies, Inc. and Subsidiaries

Unaudited Consolidated Statements of Operations

(in thousands)

	Three months ended
	March 31, 2015			March 31, 2014
Revenues	$	66,006		$	46,919
Cost of revenues		48,501			39,919
Gross profit		17,505			7,000
Operating expenses:
Research and development		4,124			2,715
Selling, general and administrative		4,665			3,255
Total operating expenses		8,789			5,970
Operating profit		8,716			1,030
Interest expenses, net		(1,336	)		(1,924	)
Other financing expense, net		(724	)		(11,876	)
Profit (loss) before income tax benefit		6,656			(12,770	)
Income tax  benefit		9,194			3,640
Net income (loss)	$	15,850		$	(9,130	)

See accompanying notes.

2

Jazz Technologies, Inc. and Subsidiaries

Unaudited Consolidated Statements of Comprehensive Income

(Loss)

(in thousands)

	Three months ended
	March 31, 2015			March 31, 2014
Net income (loss)	$	15,850		$	(9,130	)
Change in employees plan assets and benefit obligations		(300	)		(565	)
Comprehensive income (loss)	$	15,550		$	(9,695	)

3

Jazz Technologies, Inc. and Subsidiaries

Unaudited Consolidated Statements of Cash Flows

(in thousands)

	Three months ended March 31, 2015			Three months ended March 31, 2014
Operating activities:
Net income (loss)	$	15,850		$	(9,130	)
Adjustments to reconcile net loss for the period to net cash provided by operating activities:
Financing charges resulting from 2014 notes exchange agreement		--			9,817
Depreciation and amortization of intangible assets		11,813			10,489
Notes accretion and amortization of deferred financing costs		724			2,067
Stock based compensation expense		210			182
Changes in operating assets and liabilities:
Trade receivables		1,513			(2,507	)
Inventories		(3,370	)		313
Other receivables and other current assets		976			2,397
Accounts payable		935			2,654
Due to related parties, net		(3,844	)		958
Accrued compensation and benefits		388			944
Deferred Revenue		(950	)		(1,434	)
Other current liabilities		1,364			(2,812	)
Deferred tax liability, net		--			(3,437	)
Employee related liabilities and other long-term liabilities		(13,133	)		39
Net cash provided by operating activities		12,476			10,540
Investing activities:
Purchases of property and equipment		(8,341	)		(4,452	)
Proceeds related to property and equipment		196			--
Advance payment to related party		(13,000	)		--
Net cash used in investing activities		(21,145	)		(4,452	)
Financing activities:
Debt repayment		(44,683	)		--
Proceeds from issuance of notes, net		--			9,214
Net cash provided by (used in) financing activities		(44,683	)		9,214
Net increase (decrease) in cash and cash equivalents		(53,352	)		15,302
Cash and cash equivalents at beginning of period		73,387			51,351
Cash and cash equivalents at end of period	$	20,035		$	66,653
Non cash activities:
Investments in property, plant and equipment	$	4,274		$	4,557
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	2,581		$	4,625
Cash paid during the period for income taxes	$	418		$	--

See accompanying notes.

4

Jazz Technologies, Inc.

Notes to Unaudited Consolidated Financial Statements

Note 1:   Business and Formation

Unless specifically noted otherwise, as used throughout these notes to the consolidated financial statements, “Jazz” refers to the business of Jazz Technologies, Inc., “Jazz Semiconductor” refers only to the business of Jazz Semiconductor, Inc. and “the Company” refers to Jazz and its subsidiaries.

The Company

Since the merger with Tower in 2008, the Company is a 100%-owned 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’s 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 March 31, 2015 and December 31, 2014, and the consolidated results of its operations and cash flows for the three months ended March 31, 2015 and March 31, 2014. All intercompany accounts and transactions have been eliminated. Certain amounts have been reclassified in order to conform to 2015 presentation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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, cash equivalents and trade accounts receivable

The Company generally does not require collateral for insurance of receivables. 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.

5

Accounts receivable from significant customers representing 10% or more of the net accounts receivable balance as of March 31, 2015 and December 31, 2014 consist of:

	March 31, 2015			December 31, 2014
Customer 1		48	%		44	%

Net revenues from significant customers representing 10% or more of net revenues consist of:

	Three months ended
	March 31, 2015			March 31, 2014
Customer A		39	%		30	%
Customer B		*			10

* Indicates less than 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

No new accounting standards have been issued during 2015, with an effective date in or after fiscal year 2015, that are expected to have a significant impact on the Company’s consolidated financial statements.

Note 3:   Other Balance Sheet Details

Inventories

Inventories, net of reserves, consist of the following on March 31, 2015 and December 31, 2014 (in thousands):

	March 31, 2015		December 31, 2014
Raw material	$	6,875	$	5,493
Work in process		26,077		24,299
Finished goods		1,212		1,002
	$	34,164	$	30,794

Property, Plant and Equipment

Property, plant and equipment consist of the following on March 31, 2015 and December 31, 2014 (in thousands):

	Useful life (in years)		March 31, 2015			December 31, 2014
Building (including facility infrastructure)		10-14	$	29,708		$	27,496
Machinery and equipment		3-7		235,524			229,409
				265,232			256,905
Accumulated depreciation				(195,803	)		(185,378	)
			$	69,429		$	71,527

6

Intangible Assets

Intangible assets consist of the following on March 31, 2015 (in thousands):

	Useful life (in years)		Cost		Accumulated Amortization		Net
Technology		4;9	$	3,300	$	2,616	$	684
Patents and other core technology rights		9		15,100		10,967		4,133
In-process research and development		--		1,800		1,800		--
Customer relationships		15		2,600		1,133		1,467
Trade name		9		5,200		3,777		1,423
Facilities lease		19		33,500		18,123		15,377
Total identifiable intangible assets			$	61,500	$	38,416	$	23,084

Intangible assets consist of the following on December 31, 2014 (in thousands):

	Useful life (in years)		Cost		Accumulated Amortization		Net
Technology		4;9	$	3,300	$	2,533	$	767
Patents and other core technology rights		9		15,100		10,547		4,553
In-process research and development		--		1,800		1,800		--
Customer relationships		15		2,600		1,090		1,510
Trade name		9		5,200		3,632		1,568
Facilities lease		19		33,500		17,801		15,699
Total identifiable intangible assets			$	61,500	$	37,403	$	24,097

The amortization related to technology, patents and other core technologies’ rights, and facilities’ lease is charged to cost of revenues. The amortization related to customer relationships and trade name is charged to operating expenses.

Note 4:   Wells Fargo Asset-Based Revolving Credit Line

In December 2013, the Company entered into an agreement with Wells Fargo Capital Finance, part of Wells Fargo & Company (“Wells Fargo”),  for a five-year secured asset-based revolving credit line in the total amount of up to $70 million maturing in December 2018 (the “Credit Line Agreement”). Loans under the Credit Line Agreement bear interest at a rate equal to, at lender’s option, either the lender’s prime rate plus a margin ranging from 0.50% to 1.0% or the LIBOR rate plus a margin ranging from 1.75% to 2.25% per annum.

The outstanding borrowing availability varies from time to time based on the levels of the Company's eligible accounts receivable, eligible equipment, eligible inventories and other terms and conditions described in the Credit Line Agreement. The Credit Line Agreement is secured by the assets of the Company. The Credit Line Agreement contains customary covenants and other terms,  as well as customary events of default. If any event of default occurs, Wells Fargo may declare all borrowings under the facility due immediately and foreclose on the collateral. Furthermore, an event of default under the Credit Line Agreement would result in an increase in the interest rate on any amounts outstanding. The Company's obligations pursuant to the Credit Line Agreement are not guaranteed by Tower.

Borrowing availability under the Credit Line Agreement as of March 31, 2015 was approximately $52 million, of which approximately $24 million had been utilized as of such date (comprised of approximately $19 million through loans and approximately $5 million in letters of credit).

As of March 31, 2015, the Company was in compliance with all of the covenants under this facility.

Note 5:   Notes

Introduction

As of March 31, 2015, the Company had approximately $58 million principal amount of notes outstanding, all of which are due December 2018, as compared with $103 million as of December 31, 2014, of which $45 million were due June 2015 and $58 million were due December 2018). Description and composition are as follows:

Jazz Notes issued in 2010, due June 2015

In July 2010, Jazz issued notes in the principal amount of approximately $94 million due June 2015 (the “2010 Notes”). Interest on the 2010 Notes was at a rate of 8% per annum, payable semiannually.

As of January 8, 2015, the 2010 Notes had been fully redeemed mainly as a result of: (i) the 2014 Exchange Agreement transaction (as defined and discussed below), consummated in March 2014; and (ii) an early redemption of the remaining outstanding balance of approximately $45 million, as permitted by the terms of the indenture governing the 2010 Notes, completed in January 2015.

As a result, as of March 31, 2015, no outstanding amount is due by the Company towards the 2010 Notes.

7

Jazz Notes issued in 2014, due December 2018

In March 2014, Jazz, certain of its domestic subsidiaries and Tower entered into an exchange agreement (the “2014 Exchange Agreement”) with certain 2010 Notes holders (the “2014 Participating Holders”) according to which Jazz issued unsecured convertible senior notes due December 2018 (the “2014 Notes”) in exchange for approximately $45 million in aggregate principal amount of 2010 Notes.

In addition, in March 2014, Jazz, Tower and certain of the 2014 Participating Holders (the “Purchasers”) entered into a purchase agreement (the “Purchase Agreement”) pursuant to which the Purchasers purchased $10 million aggregate principal amount of 2014 Notes for cash consideration.

Interest on the 2014 Notes is at a rate of 8% per annum, payable semiannually. Holders of the 2014 Notes may submit a conversion request with respect to their 2014 Notes to be settled through cash or ordinary shares of Tower, in which event the conversion price is set to $10.07 per share, reflecting a 20 percent premium over the average closing price for Tower’s ordinary shares for the five trading days ending on the day prior to the signing date of the 2014 Exchange Agreement and Purchase Agreement. 

The 2014 Notes are unsecured senior obligations of Jazz, rank equally with all other existing and future unsecured senior indebtedness of Jazz, and are effectively subordinated to all existing and future secured indebtedness of the Company, including the Company’s secured Credit Line Agreement with Wells Fargo (see Note 4 above), to the extent of the value of the collateral securing such indebtedness. The 2014 Notes rank senior to all existing and future subordinated debt. The 2014 Notes are not guaranteed by Tower.

 Holders of the 2014 Notes are entitled, subject to certain conditions and restrictions, to require Jazz to repurchase the 2014 Notes at par plus accrued interest and a 1% redemption premium in the event of certain change of control transactions as set forth in the Indenture governing the 2014 Notes.

 The Indenture contains certain customary covenants, including covenants restricting Jazz’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.

 Jazz’s obligations under the 2014 Notes are guaranteed by Jazz’s wholly owned domestic subsidiaries. Jazz has not provided condensed consolidated financial information for such subsidiaries because the subsidiaries have no independent assets or operations, the subsidiary guarantees are full, unconditional and joint and several, and the subsidiaries of the Company, other than the subsidiary guarantors, are minor.

As of March 31, 2015, approximately $58 million principal amount of 2014 Notes was outstanding.

Note 6:   Income Taxes

The statute of limitations with respect to tax year 2010 expired during the three months ended March 31, 2015. As a result, we recorded a tax benefit for such year in the amount of approximately $11 million.

Note 7:   Employee Benefit Plans

The pension and other post-retirement benefit plans amount to $0.2 million and $0.6 million income for the three months ended March 31, 2015 and 2014, respectively.

Note 8:   Employee Stock Option Expense

During the three months ended March 31, 2015, no options were awarded. The Company recorded $0.2 million and $0.2 million, respectively, of compensation expenses relating to options granted to employees for the three months ended March 31, 2015 and 2014.

Note 9:   Related Party Transactions:

Related Party Transactions consist of the following (in thousands):

	As of March 31, 2015		As of December 31, 2014
Due from related parties (included in the accompanying balance sheets)	$	15,836	$	3,828
Due to related parties (included in the accompanying balance sheets)	$	1,214	$	4,842

Related parties’ balances are with Tower and its subsidiaries and are mainly for purchases from, and payments on behalf of,  the other party, tools’ sale, tools’ lease, service charges and advance payments as described in Note 9 to the financial statements as of December 31, 2014 as filed by the Company in its most recent Annual Report on Form 10-K.

8

Note 10: Commitments and Contingencies

Leases

Since 2002, the Company has leased its fabrication facilities, land and headquarters from Conexant under lease contracts that the Company can extend until 2027, through the exercise of options at the Company’s sole discretion to extend the lease periods from 2017 to 2022 and from 2022 to 2027. In December 2010, Conexant sold the Company’s fabrication facilities, land and headquarters. Under the Company’s amended leases with the new owner, the Company’s rental payments consist of  fixed base rent and fixed management fees and the Company’s pro rata share of certain expenses incurred by the landlord in the ownership of these buildings, including property taxes, building insurance and common area maintenance. These lease expenses are included in operating expenses in the accompanying consolidated statements of operations.

The Company’s landlord exercised its right to terminate the previous office building lease, effective January 1, 2014, subsequent to which the Company moved its offices to the fabrication building and to nearby new leased office space. The Company and the landlord signed an additional amendment to the amended lease to reflect termination of the previous office building lease and certain obligations of the Company and the landlord, including certain noise abatement actions at the fabrication facility. This office building lease termination has no impact whatsoever on the Company’s fabrication buildings, facilities and operations and the Company’s ability to remain in the fabrication facilities through 2027 (including by exercising its two consecutive five-year extension periods which it can exercise in its sole discretion).

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, 2014 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.

9

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, 2014  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 three months ended March 31, 2015, we had a net profit of $15.9 million compared to a net loss of $9.1 million for the three months ended March 31, 2014.

The following table sets forth certain statement of operations data as a percentage of total revenues for the periods indicated.

	Three Months Ended
	March 31, 2015			March 31, 2014
Revenue		100	%		100	%
Cost of revenue		73.5			85.1
Gross profit		26.5			14.9
Operating expenses:
Research and development		6.2			5.8
Selling, general and administrative		7.1			6.9
Total operating expenses		13.3			12.7
Operating profit		13.2			2.2
Interest expenses, net		(2.0	)		(4.1	)
Other financing expense, net		(1.1	)		(25.3	)
Income tax benefit		13.9			7.8
Net income (loss)		24.0	%		(19.4	)%

Comparison of Three Months Ended March 31, 2015 and March 31, 2014

Revenue

Our net revenue for the three months ended March 31, 2015 amounted to $66.0 million, as compared to $46.9 million for the corresponding period in 2014. The revenue increase is mainly attributable to the approximately 37% increase of quantities sold and 14% higher average selling price during the three months ended March 31, 2015.

Cost of Revenue

Our cost of revenue was $48.5 million for the three months ended March 31, 2015, as compared to $39.9 million for the corresponding period in 2014. The increase in cost of revenue was mainly due to the increase in quantities of wafers shipped, as described above.

Gross Profit

Our gross profit amounted to $17.5 million in the three months ended March 31, 2015, as compared to $7.0 million in the corresponding period in 2014, a $10.5 million improvement that resulted from the components described above.

Operating Expenses

Operating expenses for the three months ended March 31, 2015 amounted to $8.8 million, as compared to $6.0 million in the three months ended March 31, 2014, reflecting approximately 13% of revenue in each period.

Interest Expenses, Net and Other Financing Expense, Net

Interest expenses, net and other financing expense, net for the three months ended March 31, 2015 amounted to $2.1 million, as compared to $13.8 million in the corresponding period in 2014. Financing expenses in the three months ended March 31, 2014 included approximately $9.8 million non-cash cost resulting from the 2014 Exchange Agreement.

10

Income Tax Benefit

Income tax benefit amounted to $9.2 million in the three months ended March 31, 2015, as compared to income tax benefit of $3.6 million in the three months ended March 31, 2014. The statute of limitations with respect to tax year 2010 expired during the three months ended March 31, 2015. As a result, in the three months ended March 31, 2015, we recorded  a tax benefit for such year in the amount of approximately $11 million, which was partially offset by approximately $2 million current tax provision.

Net Income (Loss)

Net profit for the three months ended March 31, 2015 amounted to $15.9 million as compared to net loss of $9.1 million in the three months ended March 31, 2014. The improvement in the net profit is mainly due to : 1) $19.1 million higher revenue that resulted in $7.7 million higher operating profit; 2) $9.8 million non-cash cost included in  other financing expenses, net for the three months ended March 31, 2014 resulting from the 2014 Exchange Agreement; and 3) $5.6 million higher income tax benefit as mentioned 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, 2014. 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	Principal Financial Officer 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 March 31, 2015, formatted in XBRL

11

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: May 29, 2015	JAZZ TECHNOLOGIES, INC.
	By:	/s/ MARCO RACANELLI
		Senior Vice President and Site General Manager (Principal Executive Officer)
	By:	/s/ RONIT VARDI
		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	Principal Financial Officer 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 March 31, 2015, formatted in XBRL

12

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Marco Racanelli, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 of Jazz Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 29, 2015

/s/ MARCO RACANELLI

Marco Racanelli

_____

Senior Vice President and Site General Manager

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Ronit Vardi, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 of Jazz Technologies, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 29, 2015

	/s/ RONIT VARDI
	Ronit Vardi
Chief Financial Officer

EX-32.1

EXHIBIT 32.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

In connection with the Quarterly Report on Form 10-Q (the “Report”), of Jazz Technologies, Inc. (the "Company") for the period ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof, the undersigned, Marco Racanelli, Principal Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

       1.  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

       2.  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  May 29, 2015

/s/ MARCO RACANELLI

Marco Racanelli

Senior Vice President and Site General Manager

(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

In connection with the Quarterly Report on Form 10-Q (the “Report”), of Jazz Technologies, Inc. (the "Company") for the period ended March 31, 2015 as filed with the Securities and Exchange Commission on the date hereof, the undersigned, Ronit Vardi, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

       1.  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

       2.  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company

Dated:  May 29, 2015

/s/ RONIT VARDI

Ronit Vardi, Chief Financial Officer

XML

Other Balance Sheet Details (Schedule of Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, cost	61,500	61,500
Identifiable intangible assets, accumulated amortization	38,416	37,403
Identifiable intangible assets, net	23,084	24,097
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Identifiable intangible assets, cost	3,300	3,300
Identifiable intangible assets, accumulated amortization	2,616	2,533
Identifiable intangible assets, net	684	767
Technology [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	4 years	4 years
Technology [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	9 years	9 years
Patents and Other Core Technology Rights [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	9 years	9 years
Identifiable intangible assets, cost	15,100	15,100
Identifiable intangible assets, accumulated amortization	10,967	10,547
Identifiable intangible assets, net	4,133	4,553
In- Process Research and Development [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life
Identifiable intangible assets, cost	1,800	1,800
Identifiable intangible assets, accumulated amortization	1,800	1,800
Identifiable intangible assets, net
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	15 years	15 years
Identifiable intangible assets, cost	2,600	2,600
Identifiable intangible assets, accumulated amortization	1,133	1,090
Identifiable intangible assets, net	1,467	1,510
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	9 years	9 years
Identifiable intangible assets, cost	5,200	5,200
Identifiable intangible assets, accumulated amortization	3,777	3,632
Identifiable intangible assets, net	1,423	1,568
Facilities Lease [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	19 years	19 years
Identifiable intangible assets, cost	33,500	33,500
Identifiable intangible assets, accumulated amortization	18,123	17,801
Identifiable intangible assets, net	15,377	15,699

XML

Other Balance Sheet Details

3 Months Ended

Mar. 31, 2015

Other Balance Sheet Details [Abstract]

Other Balance Sheet Details

Note 3:Other Balance Sheet Details

Inventories

Inventories, net of reserves, consist of the following onMarch 31, 2015and December31, 2014(in thousands):

	March 31, 2015		December 31, 2014
Raw material	$	6,875	$	5,493
Work in process		26,077		24,299
Finished goods		1,212		1,002
	$	34,164	$	30,794

Property, Plant and Equipment

Property, plant and equipment consist of the following on March 31, 2015and December31, 2014(in thousands):

	Useful life(in years)		March 31, 2015		December 31, 2014
Building (including facility infrastructure)		10-14	$	29,708	$	27,496
Machinery and equipment		3-7		235,524		229,409
				265,232		256,905
Accumulated depreciation				(195,803)		(185,378)
			$	69,429	$	71,527

Intangible Assets

Intangible assets consist of the following onMarch31, 2015 (in thousands):

	Useful life (inyears)		Cost		Accumulated Amortization		Net
Technology		4;9	$	3,300	$	2,616	$	684
Patents and other core technology rights		9		15,100		10,967		4,133
In-process research and development		--		1,800		1,800		--
Customer relationships		15		2,600		1,133		1,467
Trade name		9		5,200		3,777		1,423
Facilities lease		19		33,500		18,123		15,377
Total identifiable intangible assets			$	61,500	$	38,416	$	23,084

Intangible assets consist of the following onDecember 31, 2014 (in thousands):

	Useful life (inyears)		Cost		Accumulated Amortization		Net
Technology		4;9	$	3,300	$	2,533	$	767
Patents and other core technology rights		9		15,100		10,547		4,553
In-process research and development		--		1,800		1,800		--
Customer relationships		15		2,600		1,090		1,510
Trade name		9		5,200		3,632		1,568
Facilities lease		19		33,500		17,801		15,699
Total identifiable intangible assets			$	61,500	$	37,403	$	24,097

The amortization related to technology, patents and other core technologies' rights, and facilities' lease is charged to cost of revenues. The amortization related to customer relationships and trade name is charged to operating expenses.

XML

Employee Benefit Plans (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Employee Benefit Plans [Abstract]
Pension and other post retirement benefit plans income amount	$ 0.2	$ 0.6

XML

Income Taxes (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Income Taxes [Abstract]
Lapse in statute of limitations	$ 11

XML

Employee Stock Option Expense (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Employee Stock Option Expense [Abstract]
Options granted to employees	0
Stock-based compensation expense	$ 0.2	$ 0.2

XML

Related Party Transactions (Schedule of Related Party Transactions) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Related Party Transactions [Abstract]
Due from related parties (included in the accompanying balance sheets)	$ 15,836	$ 3,828
Due to related parties (included in the accompanying balance sheets)	$ 1,214	$ 4,842

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2015

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

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's 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 March 31, 2015 and December 31, 2014, and the consolidated results of its operations and cash flows for the three months ended March 31, 2015 and March 31, 2014. All intercompany accounts and transactions have been eliminated. Certain amounts have been reclassified in order to conform to 2015 presentation.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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, cash equivalents and trade accounts receivable.

The Company generally does not require collateral for insurance of receivables. 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 March 31, 2015 and December 31, 2014 consist of:

	March 31, 2015			December 31, 2014
Customer 1		48	%		44	%

Net revenues from significant customers representing 10% or more of net revenues consist of:

	Three months ended
	March 31, 2015			March 31, 2014
Customer A		39	%		30	%
Customer B			*		10

* Indicates less than 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

No new accounting standards have been issued during 2015, with an effective date in or after fiscal year 2015, that are expected to have a significant impact on the Company's consolidated financial statements.

XML

Commitments and Contingencies (Details)	3 Months Ended
	Mar. 31, 2015
Commitments and Contingencies [Abstract]
Option to extend leases	5 years

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 20,035	$ 73,387
Receivables:
Trade receivables, net of allowance for doubtful accounts of $0 at March 31, 2015 and December 31, 2014	28,449	30,351
Other receivables	2,803	3,301
Inventories	34,164	30,794
Deferred tax asset	4,951	4,951
Other current assets	1,713	1,245
Total current assets	92,115	144,029
Property, plant and equipment, net	69,429	71,527
Intangible assets, net	23,084	24,097
Goodwill	7,000	7,000
Other assets	15,733	3,945
Total assets	207,361	250,598
Current liabilities:
Current maturities of debentures		45,577
Accounts payable	28,510	25,485
Accrued compensation and benefits	6,738	6,350
Deferred revenue	1,109	2,220
Other current liabilities	5,755	9,031
Total current liabilities	42,112	88,663
Long term liabilities:
Long-term debt from banks	19,100	19,100
Notes	43,577	42,889
Employee related liabilities	4,237	4,387
Other long-term liabilities	1,858	14,842
Total liabilities	110,884	169,881
Stockholders' equity:
Ordinary shares of $1 par value; Authorized: 200 shares; Issued: 100 shares; Outstanding: 100 shares;
Additional paid-in capital	74,986	74,986
Cumulative stock based compensation	3,012	2,802
Accumulated other comprehensive loss	(803)	(503)
Retained earnings	19,282	3,432
Total stockholders' equity	96,477	80,717
Total liabilities and stockholders' equity	$ 207,361	$ 250,598

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Operating activities:
Net income (loss)	$ 15,850	$ (9,130)
Adjustments to reconcile net loss for the period to net cash provided by operating activities:
Financing charges resulting from 2014 notes exchange agreement		9,817
Depreciation and amortization of intangible assets	11,813	10,489
Notes accretion and amortization of deferred financing costs	724	2,067
Stock based compensation expense	210	182
Changes in operating assets and liabilities:
Trade receivables	1,513	(2,507)
Inventories	(3,370)	313
Other receivables and other current assets	976	2,397
Accounts payable	935	2,654
Due to related parties, net	(3,844)	958
Accrued compensation and benefits	388	944
Deferred revenue	(950)	(1,434)
Other current liabilities	1,364	(2,812)
Deferred tax liability, net		(3,437)
Employee related liabilities and other long-term liabilities	(13,133)	39
Net cash provided by operating activities	12,476	10,540
Investing activities:
Purchases of property and equipment	(8,341)	(4,452)
Proceeds related to property and equipment	196
Advance payment to related party	(13,000)
Net cash used in investing activities	(21,145)	(4,452)
Financing activities:
Debt repayment	(44,683)
Proceeds from issuance of notes, net		9,214
Net cash provided by (used in) financing activities	(44,683)	9,214
Net increase (decrease) in cash and cash equivalents	(53,352)	15,302
Cash and cash equivalents at beginning of period	73,387	51,351
Cash and cash equivalents at end of period	20,035	66,653
Non cash activities:
Investments in property, plant and equipment	4,274	4,557
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	2,581	4,625
Cash paid during the period for income taxes	$ 418

XML

Summary of Significant Accounting Policies (Summary of Significant Customers) (Details)	3 Months Ended		12 Months Ended	3 Months Ended
	Mar. 31, 2015		Dec. 31, 2014	Mar. 31, 2014
Accounts Receivable [Member] | Major Customer One [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	48.00%		44.00%
Net Revenues [Member] | Major Customer A [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	39.00%			30.00%
Net Revenues [Member] | Major Customer B [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		[1]		10.00%

[1] Indicates less than 10%

XML

Other Balance Sheet Details (Schedule of Property, Plant and Equipment) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	265,232	$ 256,905
Accumulated depreciation	(195,803)	(185,378)
Property, plant and equipment, net	69,429	71,527
Building (including facility infrastructure) [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	29,708	27,496
Building (including facility infrastructure) [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	10 years
Building (including facility infrastructure) [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	14 years
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	235,524	$ 229,409
Machinery and equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life	3 years
Machinery and equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life	7 years

XML

Business and Formation

3 Months Ended

Mar. 31, 2015

Business and Formation [Abstract]

Business and Formation

Note 1: Business and Formation

Unless specifically noted otherwise, as used throughout these notes to the consolidated financial statements, “Jazz” refers to the business of Jazz Technologies, Inc., “Jazz Semiconductor” refers only to the business of Jazz Semiconductor, Inc. and "the Company" refers to Jazz and its subsidiaries.

The Company

Since the merger with Tower in 2008, the Company is a 100%-owned 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.

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Consolidated Balance Sheets [Abstract]
Trade receivables, allowance for doubtful accounts	$ 0	$ 0
Ordinary shares, par value	$ 1	$ 1
Ordinary shares, authorized	200	200
Ordinary shares, issued	100	100
Ordinary shares, outstanding	100	100

XML

Summary of Significant Accounting Policies (Policy)

3 Months Ended

Mar. 31, 2015

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation and Consolidation

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's 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 March 31, 2015 and December 31, 2014, and the consolidated results of its operations and cash flows for the three months ended March 31, 2015 and March 31, 2014. All intercompany accounts and transactions have been eliminated. Certain amounts have been reclassified in order to conform to 2015 presentation.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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

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

Concentrations

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents and trade accounts receivable.

The Company generally does not require collateral for insurance of receivables. 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 March 31, 2015 and December 31, 2014 consist of:

	March 31, 2015			December 31, 2014
Customer 1		48	%		44	%

Net revenues from significant customers representing 10% or more of net revenues consist of:

	Three months ended
	March 31, 2015			March 31, 2014
Customer A		39	%		30	%
Customer B			*		10

* Indicates less than 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

Initial Adoption of New Standards

No new accounting standards have been issued during 2015, with an effective date in or after fiscal year 2015, that are expected to have a significant impact on the Company's consolidated financial statements.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2015
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2015
Entity Registrant Name	Jazz Technologies, Inc.
Entity Central Index Key	0001337675
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2015
Entity Filer Category	Non-accelerated Filer
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding	0

XML

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2015

Accounts Receivable [Member]

Concentration Risk [Line Items]

Schedule of Concentration of Risk

	March 31, 2015			December 31, 2014
Customer 1		48	%		44	%

Net Revenues [Member]

Concentration Risk [Line Items]

Schedule of Concentration of Risk

	Three months ended
	March 31, 2015			March 31, 2014
Customer A		39	%		30	%
Customer B			*		10

* Indicates less than 10%

XML

Consolidated Statements of Operations (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Consolidated Statements of Operations [Abstract]
Revenues	$ 66,006	$ 46,919
Cost of revenues	48,501	39,919
Gross profit	17,505	7,000
Operating expenses:
Research and development	4,124	2,715
Selling, general and administrative	4,665	3,255
Total operating expenses	8,789	5,970
Operating profit	8,716	1,030
Interest expenses, net	(1,336)	(1,924)
Other financing expense, net	(724)	(11,876)
Profit (loss) before income tax benefit	6,656	(12,770)
Income tax benefit	9,194	3,640
Net income (loss)	$ 15,850	$ (9,130)

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Income Taxes

3 Months Ended

Mar. 31, 2015

Income Taxes [Abstract]

Income Taxes

Note 6:Income Taxes

The statute of limitations with respect to tax year 2010 expired during the three months ended March 31, 2015. As a result, we recorded a tax benefit for such year in the amount of approximately $11 million.

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Notes

12 Months Ended

Dec. 31, 2014

Notes [Abstract]

Notes

Note 5:Notes

Introduction

As of March 31, 2015, the Company hadapproximately $58 million principal amount of notes outstanding, all of which are due December 2018, as compared with $103 million as of December 31, 2014, of which $45 million were due June 2015 and $58 million were due December 2018). Description and composition are as follows:

Jazz Notes issued in 2010, due June 2015

In July 2010, Jazz issued notes in the principal amount of approximately $94 million due June 2015 (the “2010 Notes”). Interest on the 2010 Notes was at a rate of 8% per annum, payable semiannually.

As of January 8, 2015, the 2010 Notes had been fully redeemed mainly as a result of: (i) the 2014 Exchange Agreement transaction (as defined and discussed below), consummated in March 2014; and (ii) an early redemption of the remaining outstanding balance of approximately $45 million, as permitted by the terms of the indenture governing the 2010 Notes, completed in January 2015.

As a result, as of March 31, 2015, no outstanding amount is due by the Company towards the 2010 Notes.

Jazz Notes issued in 2014, due December 2018

In March 2014, Jazz, certain of its domestic subsidiaries and Tower entered into an exchange agreement (the “2014 Exchange Agreement”) with certain 2010 Notes holders (the “2014 Participating Holders”) according to which Jazz issuedunsecured convertible senior notes due December 2018 (the “2014 Notes”) in exchange for approximately $45 million in aggregate principal amount of 2010 Notes.

In addition, in March 2014, Jazz, Tower and certain of the 2014 Participating Holders (the “Purchasers”) entered into a purchase agreement (the “Purchase Agreement”) pursuant to which the Purchasers purchased $10 million aggregate principal amount of 2014 Notesfor cash consideration.

Interest on the 2014 Notes is at a rate of 8% per annum, payable semiannually. Holders of the 2014 Notes may submit a conversion request with respect to their 2014 Notes to be settled through cash or ordinary sharesof Tower, in which event the conversion price is set to $10.07per share, reflecting a 20 percent premium over the average closing price for Tower's ordinary shares for the five trading days ending on the day prior to the signing date of the 2014 Exchange Agreement and Purchase Agreement.

The 2014 Notes are unsecured senior obligations of Jazz, rank equally with all other existing and future unsecured senior indebtedness of Jazz, and are effectively subordinated to all existing and future secured indebtedness of the Company, including the Company's secured Credit Line Agreement with Wells Fargo (see Note 4 above), to the extent of the value of the collateral securing such indebtedness. The 2014 Notes rank senior to all existing and future subordinated debt. The 2014 Notes are not guaranteed by Tower.

Holders of the 2014 Notes are entitled, subject to certain conditions and restrictions, to require Jazz to repurchase the 2014 Notes at par plus accrued interest and a 1% redemption premium in the event of certain change of control transactions as set forth in the Indenturegoverning the 2014 Notes.

The Indenture contains certain customary covenants, including covenants restricting Jazz'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.

Jazz's obligations under the 2014 Notes are guaranteed by Jazz's wholly owned domestic subsidiaries. Jazz has not provided condensed consolidated financial information for such subsidiaries because the subsidiaries have no independent assets or operations, the subsidiary guarantees are full, unconditional and joint and several and the subsidiaries of the Company, other than the subsidiary guarantors,are minor.

As of March 31, 2015, approximately $58 million principal amount of 2014 Notes was outstanding.

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Other Balance Sheet Details (Schedule of Inventories) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2015	Dec. 31, 2014
Other Balance Sheet Details [Abstract]
Raw materials	$ 6,875	$ 5,493
Work in process	26,077	24,299
Finished goods	1,212	1,002
Inventory, net	$ 34,164	$ 30,794

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Other Balance Sheet Details (Tables)

3 Months Ended

Mar. 31, 2015

Other Balance Sheet Details [Abstract]

Schedule of Inventories

	March 31, 2015		December 31, 2014
Raw material	$	6,875	$	5,493
Work in process		26,077		24,299
Finished goods		1,212		1,002
	$	34,164	$	30,794

Schedule of Property and Equipment

	Useful life(in years)		March 31, 2015		December 31, 2014
Building (including facility infrastructure)		10-14	$	29,708	$	27,496
Machinery and equipment		3-7		235,524		229,409
				265,232		256,905
Accumulated depreciation				(195,803)		(185,378)
			$	69,429	$	71,527

Schedule of Intangible Assets

	Useful life (inyears)		Cost		Accumulated Amortization		Net
Technology		4;9	$	3,300	$	2,616	$	684
Patents and other core technology rights		9		15,100		10,967		4,133
In-process research and development		--		1,800		1,800		--
Customer relationships		15		2,600		1,133		1,467
Trade name		9		5,200		3,777		1,423
Facilities lease		19		33,500		18,123		15,377
Total identifiable intangible assets			$	61,500	$	38,416	$	23,084

	Useful life (inyears)		Cost		Accumulated Amortization		Net
Technology		4;9	$	3,300	$	2,533	$	767
Patents and other core technology rights		9		15,100		10,547		4,553
In-process research and development		--		1,800		1,800		--
Customer relationships		15		2,600		1,090		1,510
Trade name		9		5,200		3,632		1,568
Facilities lease		19		33,500		17,801		15,699
Total identifiable intangible assets			$	61,500	$	37,403	$	24,097

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Related Party Transactions

3 Months Ended

Mar. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions

Note9:Related Party Transactions:

Related Party Transactions consist of the following (in thousands):

	As of March 31, 2015		As of December 31, 2014
Due from related parties (included in the accompanying balance sheets)	$	15,836	$	3,828
Due to related parties (included in the accompanying balance sheets)	$	1,214	$	4,842

Related parties' balances are with Tower and its subsidiaries and are mainly for purchases from, and payments on behalf of the other party, tools' sale, tools'lease, service charges and advance payments as described in Note 9 to the financial statements as of December 31, 2014 as filed by the Company in its most recent Annual Report on Form 10-K.

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2015

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Note 7:Employee Benefit Plans

The pension and other post-retirement benefit plans amount to $0.2 million and $0.6 million income for the three months ended March 31, 2015 and 2014, respectively.

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Employee Stock Option Expense

3 Months Ended

Mar. 31, 2015

Employee Stock Option Expense [Abstract]

Employee Stock Option Expense

Note 8:Employee Stock Option Expense

During the three months ended March 31, 2015, no options were awarded. The Company recorded $0.2 million and $0.2 million, respectively, of compensation expenses relating to options granted to employees for the three months ended March 31, 2015 and 2014.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2015

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 10:Commitments and Contingencies

Leases 

Since 2002, the Company has leased its fabrication facilities, land and headquarters from Conexant under lease contracts that the Company can extend until 2027, through the exercise of options at the Company's sole discretion to extend the lease periods from 2017 to 2022 and from 2022 to 2027. In December 2010, Conexant sold the Company's fabrication facilities, land and headquarters. Under the Company's amended leases with the new owner, the Company's rental payments consist of fixed base rent and fixed management fees and the Company's pro rata share of certain expenses incurred by the landlord in the ownership of these buildings, including property taxes, building insurance and common area maintenance. These lease expenses are included in operating expenses in the accompanying consolidated statements of operations.

The Company's landlord exercised its right to terminate the previous office building lease, effective January 1, 2014, subsequent to which the Company moved its offices to the fabrication building and to nearby new leased office space. The Company and the landlord signed an additional amendment to the amended lease to reflect termination of the previous office building lease and certain obligations of the Company and the landlord, including certain noise abatement actions at the fabrication facility. This office building lease termination has no impact whatsoever on the Company's fabrication buildings, facilities and operations and the Company's ability to remain in the fabrication facilities through 2027 (including by exercising its two consecutive five-year extension periods which it can exercise in its sole discretion).

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Business and Formation (Details) (Tower [Member])	Mar. 31, 2015
Tower [Member]
Noncontrolling Interest [Line Items]
Ownership interest in subsidiary, Jazz Technologies, Inc.	100.00%

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Wells Fargo Asset-Based Revolving Credit Line (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2015
Letter of Credit [Member]
Line of Credit Facility [Line Items]
Term	5 years
Maximum borrowing amount	$ 70
Maturity	Dec. 31, 2018
Borrowing availability	52
Amount outstanding	24
Letter of Credit [Member] | Minimum [Member] | Prime Rate [Member]
Line of Credit Facility [Line Items]
Basis spread	0.50%
Letter of Credit [Member] | Minimum [Member] | LIBOR [Member]
Line of Credit Facility [Line Items]
Basis spread	1.75%
Letter of Credit [Member] | Maximum [Member] | Prime Rate [Member]
Line of Credit Facility [Line Items]
Basis spread	1.00%
Letter of Credit [Member] | Maximum [Member] | LIBOR [Member]
Line of Credit Facility [Line Items]
Basis spread	2.25%
Letter of Credit One [Member]
Line of Credit Facility [Line Items]
Amount outstanding	19
Letter of Credit Two [Member]
Line of Credit Facility [Line Items]
Amount outstanding	$ 5

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Consolidated Statements of Comprehensive Income [Abstract]
Net income (loss)	$ 15,850	$ (9,130)
Change in employees plan assets and benefit obligations	(300)	(565)
Comprehensive income (loss)	$ 15,550	$ (9,695)

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Wells Fargo Asset-Based Revolving Credit Line

3 Months Ended

Mar. 31, 2015

Wells Fargo Asset-Based Revolving Credit Line [Abstract]

Wells Fargo Asset-Based Revolving Credit Line

Note 4:Wells Fargo Asset-Based Revolving Credit Line

In December 2013, the Company entered into an agreement with Wells Fargo Capital Finance, part of Wells Fargo & Company (“Wells Fargo”),  for a five-year secured asset-based revolving credit line in the total amount of up to $70 million maturing in December 2018 (the “Credit Line Agreement”).Loans under the Credit Line Agreement bear interest at a rate equal to, at lender's option, either the lender's prime rate plus a margin ranging from 0.50% to 1.0% or the LIBOR rate plus a margin ranging from 1.75% to 2.25% per annum.

Theoutstanding borrowing availability varies from time to time based on the levels of the Company'seligible accounts receivable, eligible equipment, eligible inventories and other terms and conditions described in the Credit LineAgreement. The Credit Line Agreement is secured by the assets of the Company. The Credit Line Agreement contains customary covenants and other terms, as well as customary events of default. If any event of default occurs, Wells Fargo may declare all borrowings under the facility due immediately and foreclose on the collateral. Furthermore, an event of default under the Credit Line Agreement would result in an increase in the interest rate on any amounts outstanding.The Company's obligations pursuant to the Credit Line Agreement are not guaranteed by Tower.

Borrowing availability under the Credit Line Agreement as of March 31, 2015 was approximately $52million, of which approximately $24 million had been utilized as of such date (comprised of approximately $19 million through loans and approximately $5 million in letters of credit).

As of March 31, 2015, the Company was in compliance with all of the covenants under this facility.

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Notes (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Revolving Credit Line [Member]
Debt Instrument [Line Items]
Maturity	Dec. 31, 2018
2010 Notes [Member]
Debt Instrument [Line Items]
Debt issuance date	Jul. 01, 2010
Maturity	Jun. 30, 2015
Annual rate	8.00%
Principal amount of debt issued	94
Principal outstanding	0
Repayment of debt	45
Amount exchanged	45
2014 Notes [Member]
Debt Instrument [Line Items]
Debt issuance date	Mar. 25, 2014
Maturity	Dec. 31, 2018
Annual rate	8.00%
Principal outstanding	58	103
Repurchase amount	10
Conversion price	10.07
Percentage of premium over the average closing price of ordinary shares upon conversion of notes	20.00%
Premium rate on redemption of debt, in the event of certain change of control transactions	1.00%
2014 Notes [Member] | Due June 2015 [Member]
Debt Instrument [Line Items]
Maturity		Jun. 30, 2015
Principal outstanding		45
2014 Notes [Member] | Due December 2018 [Member]
Debt Instrument [Line Items]
Maturity		Dec. 31, 2018
Principal outstanding		$ 58

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2015

Related Party Transactions [Abstract]

Schedule of Related Party Transactions

	As of March 31, 2015		As of December 31, 2014
Due from related parties (included in the accompanying balance sheets)	$	15,836	$	3,828
Due to related parties (included in the accompanying balance sheets)	$	1,214	$	4,842