ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 31, 2014, DSP Group, Inc. (the "Company") announced its financial
results for the quarter ended June 30, 2014. A copy of the press release, dated
July 31, 2014, is attached and filed herewith as Exhibit 99.1. This information,
including Exhibit 99.1 attached hereto, shall not be deemed "filed" for purposes
of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference to such filing.
In addition to the disclosure of financial results for the quarter ended June
30, 2014 in accordance with generally accepted accounting principles in the
United States ("GAAP"), the press release also included non-GAAP net income and
diluted earnings per share, for the quarters ended June 30, 2014 and 2013 that
excluded (a) for the quarter ended June 30, 2014, the impact of amortization of
acquired intangible assets in the amount of $397,000, associated with the
acquisitions of the Cordless and VoIP Terminals business of NXP B.V. (the "CIPT
Acquisition") and BoneTone Communications Ltd. (the "BoneTone Acquisition"),
equity-based compensation expenses of $1,461,000 and amortization of deferred
tax liability related to intangible assets acquired in the BoneTone Acquisition
in the amount of $97,000, and (b) for the quarter ended June 30, 2013, the
impact of amortization of acquired intangible assets in the amount of $418,000,
associated with the CIPT Acquisition and BoneTone Acquisition, equity-based
compensation expenses of $1,045,000, amortization of deferred tax liability
related to intangible assets acquired in the BoneTone Acquisition in the amount
of $96,000, and proxy contest related expenses of $1,403,000.
The Company believes that the non-GAAP presentation in the press release is
useful to investors in analyzing the results for the quarters ended June 30,
2014 and 2013 because the exclusion of such expense may provide a more
meaningful analysis of the Company's core operating results. Further, the
Company believes it is useful for investors to understand how the expenses
associated with the application of FASB ASC No. 718 are reflected on its
statements of income. The non-GAAP financial measures are used in addition to
and in conjunction with results presented in accordance with GAAP, and are
intended to provide additional insight into the Company's operations that, when
viewed with its GAAP results and the accompanying reconciliations to
corresponding GAAP financial measures, offer a more complete understanding of
factors and trends affecting the Company's business. The non-GAAP presentation
should not be viewed as a substitute for the Company's reported GAAP results.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
99.1 Press Release of DSP Group, Inc., dated July 31, 2014.