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): October 31, 2016
DSP GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-23006 |
94-2683643 |
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 October 31, 2016, DSP Group, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2016. A copy of the press release, dated October 31, 2016, 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 September 30, 2016 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 September 30, 2016 and 2015 that excluded (a) for the quarter ended September 30, 2016, the impact of amortization of acquired intangible assets in the amount of $390,000 associated with previous acquisitions, equity-based compensation expenses of $1.5 million, amortization of a deferred tax liability related to intangible assets acquired in previous acquisitions in the amount of $93,000, and other income in the amount of $2.5 million related to reversal of provisions due to the elapse of applicable statute of limitations, and (b) for the quarter ended September 30, 2015, the impact of amortization of acquired intangible assets in the amount of $321,000 associated with a previous acquisition, equity-based compensation expenses of $1.3 million and amortization of a deferred tax liability related to intangible assets acquired in a previous acquisition in the amount of $85,000.
The Company believes that the non-GAAP presentation in the press release is useful to investors in analyzing the results for the quarters ended September 30, 2016 and 2015 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
Exhibit No. |
Description |
99.1 |
Press Release of DSP Group, Inc., dated October 31, 2016. |
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: October 31, 2016 |
By: |
/s/ Dror Levy |
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Dror Levy |
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Chief Financial Officer and Secretary |
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3
Exhibit 99.1
DSP Group, Inc. Reports Third Quarter 2016 Results
Third Quarter Revenues Up 10% Year-over-Year
New Product Revenues Increase 70% Year-over-Year to a Record $16.6 million
LOS ALTOS, Calif., October 31, 2016 - DSP Group®, Inc. (NASDAQ: DSPG), a leading global provider of wireless chipset solutions for converged communications, announced today its results for the third quarter ended September 30, 2016.
Third Quarter Financial Highlights:
● |
GAAP and non-GAAP diluted earnings per share of $0.23 and $0.19, respectively |
● |
Revenues of $38.8 million, up 10% year-over-year, above the mid-point of guidance |
● |
GAAP and non-GAAP gross margin of 44.8% and 45.0%, respectively, 340 bps improvement, as compared to the third quarter of 2015 on both GAAP and non-GAAP basis |
● |
GAAP and non-GAAP operating income of $5.3 million and $4.6 million, respectively, reaching 13.7% and 11.9% of revenues, respectively, compared to GAAP and non-GAAP operating income of $0.1 million and $1.6 million, respectively, in the third quarter of 2015 |
● |
GAAP and non-GAAP net income of $5.3 million and $4.5 million, respectively, compared to GAAP and non-GAAP net income of $0.2 million and $1.7 million, respectively, in the third quarter of 2015 |
● |
Generated $1.2 million of cash flow from operations |
● |
Repurchased approximately 200,000 shares for a total consideration of $2.2 million |
● |
Cash, deposits and marketable securities of $120.6 million as of September 30, 2016 |
Management Comments:
Commenting on the results, Ofer Elyakim, CEO of DSP Group, stated, "We are very pleased with our third quarter results, in particular our achievement of 10% revenue growth year over year and a solid 340 bps improvement in non-GAAP gross margins to 45% and a 720 bps expansion in non-GAAP operating margins to 11.9%. Moreover, we are similarly delighted that our new products are well received in the marketplace and strongly contributing to our revenue and profit, with Office/VoIP and HDClear posting record results, and new product revenues achieving a record high of $16.6 million, representing an increase of 70% year over year."
Mr. Elyakim added, “Looking forward, we expect to accomplish our 2016 new product goals of reaching $15 million in mobile revenues and growth of approximately 50% in new products, evidencing our successful expansion into new market verticals and diversifying our revenue base with growing revenue streams that enable the company to achieve sustainable growth and higher profitability. While we project a year-over-year revenue growth to continue in the fourth quarter, we expect that our fourth quarter results will be negatively impacted by weakness in our mobile segment.”
Third Quarter Product and Market Highlights:
● |
Record new product revenues of $16.6 million, a year-over-year increase of 70% |
● |
Record Office/VoIP segment revenues of $7.7 million, a year-over-year increase of 23% |
● |
Mobile/HDClear segment revenues of $4.6 million, 12% of total revenues |
● |
Home gateway revenues of $3.1 million, a year-over-year increase of 36% |
● |
IoT revenues of $1.2 million, a year-over-year increase of 5% |
● |
Secured an additional VoIP win with a Tier-1 OEM for high-end conferencing system |
● |
Secured a HDClear win with another leading OEM for a non-smartphone application |
● |
A major Australian service provider launched DECT enabled home gateway bundled with CAT-iq handsets based on our DECT/CAT-iq SoC |
● |
ADB launched home gateways integrating our DECT/CAT-iq SoC to deliver HD Voice |
● |
Sercomm selected our ULE SoC to power its new line of IoT smart home sensors |
● |
EUROtronic integrated our ULE SoC into its line-up of smart home solution |
● |
Roc Connect will offer our ULE solution as part of its new smart home cloud management system |
Third Quarter GAAP Results:
Revenues for the third quarter of 2016 were $38.8 million, an increase of 10% from revenues of $35.2 million for the third quarter of 2015. Net income for the third quarter of 2016 was $5.3 million, as compared to net income of $0.2 million for the third quarter of 2015. Basic and diluted earnings per share for the third quarter of 2016 were $0.24 and $0.23, as compared to basic and diluted earnings per share of $0.01, for the third quarter of 2015.
Third Quarter Non-GAAP Results:
Non-GAAP net income and diluted earnings per share for the third quarter of 2016 were $4.5 million and $0.19, respectively, as compared to non-GAAP net income and diluted earnings per share of $1.7 million and $0.07, respectively, for the third quarter of 2015. Non-GAAP net income and earnings per share for the third quarter of 2016 exclude the impact of amortization of acquired intangible assets in the amount of $390,000 associated with previous acquisitions; equity-based compensation expenses of $1.5 million; amortization of a deferred tax liability related to intangible assets acquired in previous acquisitions in the amount of $93,000; and other income in the amount of $2.5 million related to reversal of provisions due to the elapse of applicable statute of limitations. Non-GAAP net income and earnings per share for the third quarter of 2015 excluded the impact of amortization of acquired intangible assets of $321,000 associated with a previous acquisition; equity-based compensation expenses of $1.3 million; and amortization of a deferred tax liability related to intangible assets acquired in connection with a previous acquisition in the amount of $85,000.
Earnings Conference Call Details:
DSP Group will discuss its third quarter financial results, along with its outlook and guidance for the fourth quarter of 2016, 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 1254 (domestic US) or +1 646 254 3360 (international) approximately 10 minutes prior to the starting time. The password is 9805385. The broadcast via the Internet can be accessed by all interested parties through the Investor Relations section of DSP Group’s website at www.dspg.com or link to: http://edge.media-server.com/m/p/x4rmoiyy
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(0)20 3427 0598 (international) and enter the company access code: 9805385#.
Presentation on Non-GAAP Net Income Calculation
The Company believes that the non-GAAP presentation of net income and diluted earnings per share presented in this press release is useful to investors in comparing results for the quarter ended September 30, 2016 to the same period in 2015 because the exclusion of the above noted expenses may provide a more meaningful analysis of the Company’s core operating results. Further, the Company believes it is useful to investors to understand how the expenses associated with equity-based compensation are reflected in 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. Elyakim’s statements regarding the company’s successful expansion into new market verticals and diversifying its revenue base into growing revenue streams that will enable the company to achieve sustainable growth and higher profitability, the projection of year-over-year revenue growth continuing in the fourth quarter, as well as the fact that fourth quarter 2016 results will be negatively impacted by weakness in the company’s mobile segment. The results from these statements may not actually arise as a result of various factors, including the market penetration of new products; unexpected delays in the commercial launch of new products, including in the mobile and office segments; slower than expected change in the nature of residential communications domain; DSP Group's ability to manage costs; DSP Group’s ability to develop and produce new products at competitive costs and in a timely manner and the ability of such products to achieve broad market acceptance; and general market demand for products that incorporate DSP Group’s technology in the market. These factors and other factors which may affect future operating results or DSP Group’s stock price are discussed under “RISK FACTORS” in the Form 10-K for fiscal 2015, as well as other reports DSP Group has filed with the Securities and Exchange Commission and which are available on DSP Group’s 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.
Contact:
DSP Group Inc.
Daniel Amir
Corporate Vice President, Business Development,
Strategy and Investor Relations
Work: 1-415-726-5900
Daniel.amir@dspg.com
DSP GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Three Months Ended |
Nine Months Ended |
|||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2016 |
2015 |
2016 |
2015 |
|||||||||||||
(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
|||||||||||||
Revenues |
$ | 38,768 | $ | 35,219 | $ | 102,591 | $ | 110,501 | ||||||||
Cost of revenues |
21,418 | 20,646 | 57,639 | 65,158 | ||||||||||||
Gross profit |
17,350 | 14,573 | 44,952 | 45,343 | ||||||||||||
Operating expenses: |
||||||||||||||||
Research and development, net |
8,504 | 8,709 | 26,430 | 26,680 | ||||||||||||
Sales and marketing |
3,617 | 3,071 | 10,332 | 9,108 | ||||||||||||
General and administrative |
2,064 | 2,409 | 6,622 | 7,390 | ||||||||||||
Amortization of intangible assets |
390 | 321 | 1,032 | 963 | ||||||||||||
Other income |
(2,549 | ) | - | (2,549 | ) | - | ||||||||||
Total operating expenses |
12,026 | 14,510 | 41,867 | 44,141 | ||||||||||||
Operating income |
5,324 | 63 | 3,085 | 1,202 | ||||||||||||
Financial income, net |
344 | 245 | 910 | 871 | ||||||||||||
Income before taxes on income |
5,668 | 308 | 3,995 | 2,073 | ||||||||||||
Taxes on income |
334 | 141 | 494 | 403 | ||||||||||||
Net income |
$ | 5,334 | $ | 167 | $ | 3,501 | $ | 1,670 | ||||||||
Net earnings per share: |
||||||||||||||||
Basic |
$ | 0.24 | $ | 0.01 | $ | 0.16 | $ | 0.08 | ||||||||
Diluted |
$ | 0.23 | $ | 0.01 | $ | 0.15 | $ | 0.07 | ||||||||
Weighted average number of shares used in per share computations of net earnings per share: |
||||||||||||||||
Basic |
21,943 | 21,830 | 21,798 | 22,020 | ||||||||||||
Diluted |
23,185 | 22,868 | 22,882 | 23,490 |
Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share amounts)
Three Months Ended |
Nine Months Ended |
|||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2016 |
2015 |
2016 |
2015 |
|||||||||||||
Unaudited |
Unaudited |
Unaudited |
Unaudited |
|||||||||||||
GAAP net income |
$ | 5,334 | $ | 167 | $ | 3,501 | $ | 1,670 | ||||||||
Equity-based compensation expense included in cost of revenues |
98 | 75 | 242 | 228 | ||||||||||||
Equity-based compensation expense included in research and development, net |
668 | 546 | 1,615 | 1,697 | ||||||||||||
Equity-based compensation expense included in sales and marketing |
230 | 161 | 555 | 491 | ||||||||||||
Equity-based compensation expense included in general and administrative |
465 | 479 | 1,293 | 1,509 | ||||||||||||
Amortization of intangible assets |
390 | 321 | 1,032 | 963 | ||||||||||||
Other income related to reversal of provisions due to elapse of the respective statute of limitations |
(2,549 | ) | - | (2,549 | ) | - | ||||||||||
Amortization of deferred tax liability related to intangible assets |
(93 | ) | (85 | ) | (253 | ) | (255 | ) | ||||||||
Non-GAAP net income |
$ | 4,543 | $ | 1,664 | $ | 5,436 | $ | 6,303 | ||||||||
Weighted-average number of common stock used in computation of GAAP diluted net earnings per share (in thousands) |
23,185 | 22,868 | 22,882 | 23,490 | ||||||||||||
Weighted-average number of shares related to outstanding options, stock appreciation rights and restricted share units (in thousands) |
373 | 395 | 416 | 384 | ||||||||||||
Weighted-average number of common stock used in computation of non-GAAP diluted net earnings per share (in thousands) |
23,558 | 23,263 | 23,298 | 23,874 | ||||||||||||
GAAP diluted net earnings per share |
$ | 0.23 | $ | 0.01 | $ | 0.15 | $ | 0.07 | ||||||||
Equity-based compensation expense |
0.06 | 0.06 | 0.16 | 0.16 | ||||||||||||
Amortization of intangible assets |
0.02 | 0.01 | 0.04 | 0.04 | ||||||||||||
Other income related to reversal of provisions |
(0.11 | ) | - | (0.11 | ) | - | ||||||||||
Amortization of deferred tax liability related to intangible assets |
(0.01 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) | ||||||||
Non-GAAP diluted net earnings per share |
$ | 0.19 | $ | 0.07 | $ | 0.23 | $ | 0.26 |
DSP GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
September 30, |
December 31, |
|||||||
2016 |
2015 |
|||||||
(Unaudited) |
(Audited) |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 13,908 | $ | 13,7041 | ||||
Restricted deposits | 71 | 68 | ||||||
Marketable securities and short term deposits |
25,432 | 18,070 | ||||||
Trade receivables, net |
22,765 | 19,211 | ||||||
Inventories |
9,877 | 11,453 | ||||||
Other accounts receivable and prepaid expenses |
3,457 | 3,319 | ||||||
Total current assets |
75,510 | 65,925 | ||||||
Property and equipment, net |
4,004 | 3,764 | ||||||
Long term marketable securities and deposits |
81,150 | 89,714 | ||||||
Severance pay fund |
12,589 | 11,578 | ||||||
Deferred income taxes |
745 | 1,311 | ||||||
Intangible assets, net |
11,148 | 9,127 | ||||||
Investment in other companies |
- | 1,800 | ||||||
Long term prepaid expenses and lease deposits |
1,290 | 743 | ||||||
106,922 | 114,273 | |||||||
Total assets |
$ | 186,436 | $ | 183,962 | ||||
Liabilities and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Trade payables |
$ | 10,692 | $ | 13,103 | ||||
Other current liabilities |
13,461 | 14,470 | ||||||
Total current liabilities |
24,153 | 27,573 | ||||||
Accrued severance pay |
12,959 | 11,703 | ||||||
Accrued pensions |
741 | 892 | ||||||
Deferred income taxes |
600 | 476 | ||||||
Total long term liabilities |
14,300 | 13,071 | ||||||
Stockholders’ equity: |
||||||||
Common stock |
22 | 22 | ||||||
Additional paid-in capital |
364,737 | 361,023 | ||||||
Accumulated other comprehensive loss |
(700 | ) | (1,267 | ) | ||||
Less – Cost of treasury stock |
(121,476 | ) | (125,697 | ) | ||||
Accumulated deficit |
(94,600 | ) | (90,763 | ) | ||||
Total stockholders’ equity |
147,983 | 143,318 | ||||||
Total liabilities and stockholders’ equity |
$ | 186,436 | $ | 183,962 |
7
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