DSP 10Q 2005 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

¨	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2005

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-23006

DSP GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware		94-2683643
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)

3120 Scott Boulevard, Santa Clara, California		95054
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 986-4300

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 x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act): Yes x No ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 1, 2005, there were 28,555,471 shares of Common Stock ($.001 par value per share) outstanding.

INDEX

DSP GROUP, INC.


		Page No.
*PART I. FINANCIAL INFORMATION*
Item 1.	Financial Statements (Unaudited)
	Condensed consolidated balance sheets— September 30, 2005 and December 31, 2004 (audited)	3
	Condensed consolidated statements of income— three and nine months ended September 30, 2005 and 2004	5
	Condensed consolidated statements of cash flows— nine months ended September 30, 2005 and 2004	6
	Condensed consolidated statements of stockholders’ equity— three and nine months ended September 30, 2005 and 2004	7
	Notes to condensed consolidated financial statements— September 30, 2005	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	33

*PART II. OTHER INFORMATION*
Item 1.	Legal Proceedings	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 4.	Submission of Matters to a Vote of Security Holders	34
Item 6.	Exhibits	34

SIGNATURES		35

PART I. FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

DSP GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(US dollars in thousands)


	September 30, 2005		December 31, 2004
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	61,019	$	60,827	*
Short-term investments		15,040		14,313	*
Held-to-maturity marketable securities		60,176		60,184
Trade receivables, net		21,567		5,976
Deferred income taxes		1,168		1,168
Other accounts receivable and prepaid expenses		1,515		2,213
Inventories		11,795		9,469

TOTAL CURRENT ASSETS		172,280		154,150

PROPERTY AND EQUIPMENT, NET		12,225		6,683

LONG-TERM ASSETS:
Long-term held-to-maturity marketable securities		203,400		195,671
Long-term prepaid expenses and lease deposits		674		628
Deferred income taxes		1,410		1,410
Severance pay fund		4,117		3,437
Intangible assets, net		2,625		3,482
Goodwill		1,500		1,500

TOTAL ASSETS	$	398,231	$	366,961

*	Reclassified.

Note: The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date.

See notes to condensed consolidated financial statements.

DSP GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(US dollars in thousands)


	September 30, 2005			December 31, 2004
	(Unaudited)			(Audited)
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables	$	18,811		$	7,830
Accrued compensation and benefits		9,017			9,421
Income taxes payables		11,770			17,083
Accrued expenses and other accounts payable		10,154			13,353

Total current liabilities		49,752			47,687

LONG-TERM LIABILITIES:
Accrued severance pay		4,461			3,784

STOCKHOLDERS’ EQUITY:
Preferred stock, $ 0.001 par value -
Authorized shares: 5,000,000 at September 30, 2005 and December 31, 2004; Issued and outstanding shares: none at September 30, 2005 and December 31, 2004		—			—
Common stock, $0.001 par value -
Authorized shares: 50,000,000 at September 30, 2005 and December 31, 2004; Issued and outstanding: 28,497,761 and 27,954,133 shares at September 30, 2005 and December 31, 2004, respectively		28			28
Additional paid-in capital		187,642			187,471
Treasury stock		(20,629	)		(29,797	)
Accumulated other comprehensive income (loss)		(20	)		65
Retained earnings		176,997			157,723

Total stockholders’ equity		344,018			315,490

Total liabilities and stockholders’ equity	$	398,231		$	366,961

Note: The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date.

See notes to condensed consolidated financial statements.

DSP GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(US dollars in thousands, except per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2005		2004		2005		2004
Product revenues and other	$	55,614	$	46,232	$	144,824	$	128,956
Cost of product revenues and other		29,420		23,401		77,654		66,177

Gross profit		26,194		22,831		67,170		62,779
Operating expenses:
Research and development		10,487		8,463		30,428		23,327
Sales and marketing		3,706		2,929		9,882		9,014
General and administrative		1,904		1,718		5,552		5,258
Impairment of goodwill		—		—		—		4,304

Total operating expenses		16,097		13,110		45,862		41,903

Operating income		10,097		9,721		21,308		20,876
Other income:
Interest and other income, net		2,565		2,069		7,336		6,353
Capital gains		—		15,460		—		44,448

Income before provision for income tax		12,662		27,250		28,644		71,677
Provision for income taxes		2,152		6,870		4,879		21,812

Net income	$	10,510	$	20,380	$	23,765	$	49,865
Net earnings per share:
Basic	$	0.37	$	0.72	$	0.84	$	1.73
Diluted	$	0.35	$	0.69	$	0.80	$	1.64
Weighted average number of shares used in per share computations of:
Basic		28,663		28,411		28,368		28,779
Diluted		30,079		29,358		29,801		30,337

See notes to condensed consolidated financial statements.

DSP GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(US dollars in thousands)


	Nine Months Ended September 30,
	2005			2004
Net cash provided by operating activities	$	15,889		$	26,078
Investing activities:
Purchase of marketable securities and bank deposits		(70,555	)		(102,183	)
Proceeds from sales and maturity of marketable securities and bank deposits		60,528			94,444
Purchases of property and equipment		(8,897	)		(1,269	)
Proceeds from sale of available-for-sale marketable securities		—			55,457
Payment for investment in Teleman Multimedia Inc. assets		(1,450	)		(1,450	)

Net cash provided by (used in) investing activities		(20,374	)		44,999
Financial activities:
Issuance of Common Stock and Treasury Stock for cash upon exercise of options by employees		13,589			13,252
Purchase of Treasury Stock		(8,912	)		(29,869	)

Net cash provided by (used in) financing activities		4,677			(16,617	)
Increase in cash and cash equivalents	$	192		$	54,460
Cash and cash equivalents at beginning of period	$	60,827		$	36,812
Cash and cash equivalents at end of period	$	61,019		$	91,272

See notes to condensed consolidated financial statements.

DSP GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(US dollars in thousands)


	Number of Common Stock		Common Stock			Additional Paid-In Capital		Treasury Stock			Retained Earnings			Other Comprehensive Income (Loss)			Total Comprehensive Income			Total Stockholders’ Equity
Three Months Ended September 30, 2005
Balance at June 30, 2005	28,382		$	28		$	187,569	$	(21,195	)	$	169,029		$	(67	)				$	335,364
Net income	—			—			—		—			10,510			—		$	10,510			10,510
Realized gain from hedging activities, net	—			—			—		—			—			47			47			47

Total comprehensive income																	$	10,557
Issuance of Treasury upon purchase of ESPP shares	42			(*			—		843			(62	)		—						781
Purchase of Treasury Stock	(385	)		(*			—		(9,521	)		—			—						(9,521	)
Issuance of Treasury Stock upon exercise of stock options by employees	459			(*			73		9,244			(2,480	)		—						6,837

Balance at September 30, 2005	28,498		$	28		$	187,642	$	(20,629	)	$	176,997		$	(20	)				$	344,018

Three Months Ended September 30, 2004
Balance at June 30, 2004	29,399		$	29		$	186,359	$	—		$	136,716		$	9,981					$	333,085
Net income	—			—			—		—			20,380			—		$	20,380			20,380
Realized gain on available-for-sale marketable securities, net	—			—			—		—			—			(9,915	)		(9,915	)		(9,915	)
Realized gain from hedging activities, net	—			—			—		—			—			4			4			4

Total comprehensive income																	$	10,469
Issuance of common Stock upon purchase of ESPP shares	38			(*			547		—			—			—						547
Purchase of Treasury Stock	(1,487	)		(1	)		—		(29,868	)		—			—						(29,869	)
Issuance of Treasury Stock upon exercise of stock options by employees	27			(*			—		550			(128	)		—						422

Balance at September 30, 2004	27,977		$	28		$	186,906	$	(29,318	)	$	156,968		$	70					$	314,654

(*	Represents an amount lower than $1.

See notes to condensed consolidated financial statements.

DSP GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(US dollars in thousands)


	Number of Common Stock		Common Stock			Additional Paid-In Capital		Treasury Stock			Retained Earnings			Other Comprehensive Income (Loss)			Total Comprehensive Income			Total Stockholders’ Equity
Nine Months Ended September 30, 2005
Balance at December 31, 2004	27,594		$	28		$	187,471	$	(29,797	)	$	157,723		$	65					$	315,490
Net income	—			—			—		—			23,765			—		$	23,765			23,765
Realized loss from hedging activities, net	—			—			—		—			—			(85	)		(85	)		85

Total comprehensive income																	$	23,680
Issuance of Treasury Stock upon purchase of Common Stock under employee stock purchase plan	74			(*			—		1,493			(110	)		—						1,383
Purchase of Treasury Stock	(385	)		(*			—		(9,521	)		—			—						(9,521	)
Issuance of Treasury Stock upon exercise of stock options by employees	855			(*			171		17,196			(4,381	)		—						12,986

Balance at September 30, 2005	28,498		$	28		$	187,642	$	(20,629	)	$	176,997		$	(20	)				$	344,018

Nine Months Ended September 30, 2004
Balance at December 31, 2003	28,616		$	29		$	174,700	$	(1,192	)	$	107,799		$	23,045					$	304,381
Net income	—			—			—		—			49,865			—		$	49,865			49,865
Realized gain on available-for-sale marketable securities, net	—			—			—		—			—			(22,908	)		(22,908	)		(22,908	)
Realized gain from hedging activities, net	—			—			—		—			—			(67	)		(67	)		(67	)

Total comprehensive income																	$	26,890
Issuance of Common Stock upon exercise of stock options by employees	732			(*			11,659		—			—			—						11,659
Issuance of Treasury Stock upon purchase of Common Stock under employee stock purchase plan	32			(*			—		732			(326	)		—						406
Issuance of Common Stock upon purchase of Common Stock under ESPP	38			(*			547		—			—			—						547
Purchase of Treasury Stock	(1,487	)		(1	)		—		(29,868	)		—			—						(29,869	)
Issuance of Treasury Stock upon exercise of stock options by employees	46			(*			—		1,010			(370	)		—						640

Balance at September 30, 2004	27,977		$	28		$	186,906	$	(29,318	)	$	156,968		$	70					$	314,654

(*	Represents an amount lower than $1.

See notes to condensed consolidated financial statements.

DSP GROUP, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2005

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS AND PERCENTAGES)

NOTE A—BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements of DSP Group, Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

NOTE B—RECLASSIFICATION

Certain prior year amounts have been reclassified to conform to the current-year presentation, including the reclassification of auction rate securities (“ARS”) as short-term investments instead of cash and cash equivalents in accordance with guidance issued by the Securities and Exchange Commission. The Company reclassified $11,300 of investments in ARS as of December 31, 2004 that were previously included in cash and cash equivalents as short-term investments. The Company has included purchases and sales of ARS in the Company’s statements of cash flows as a component of investing activities. These reclassifications had no impact on the Company’s results of operations or changes in stockholders’ equity.

NOTE C—INVENTORIES

Inventories are stated at the lower of cost or market value. Cost is determined using the average cost method. The Company periodically evaluates the quantities on hand relative to current and historical selling prices and historical and projected sales volume. Based on these evaluations, provisions are made in each period to write inventory down to its net realizable value. Inventories are composed of the following):


	September 30, 2005		December 31, 2004
Work-in-process	$	7,345	$	4,571
Finished goods		4,450		4,898

	$	11,795	$	9,469

NOTE D—NET EARNINGS PER SHARE

Basic net earnings per share are computed based on the weighted average number of shares of Common Stock outstanding during the period. For the same periods, diluted net earnings per share further include the effect of dilutive stock options outstanding during the period, all in accordance with SFAS No. 128, “Earnings per Share.” The following table sets forth the computation of basic and diluted net earnings per share:


	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
	Unaudited
Net income	$	10,510	$	20,380	$	23,765	$	49,865
Earnings per share:
Basic	$	0.37	$	0.72	$	0.84	$	1.73
Diluted	$	0.35	$	0.69	$	0.80	$	1.64
Weighted average number of shares of Common Stock outstanding during the period used to compute basic net earnings per share		28,663		28,411		28,368		28,779
Incremental shares attributable to exercise of outstanding options (assuming proceeds would be used to purchase Treasury Stock)		1,416		947		1,433		1,558

Weighted average number of shares of Common Stock used to compute diluted net earnings per share		30,079		29,358		29,801		30,337

NOTE E—INVESTMENTS IN MARKETABLE SECURITIES

The following is a summary of the held-to-maturity securities:


	Amortized Cost				Unrealized Gains						Estimated Fair Value
	September 30, 2005		December 31, 2004		September 30, 2005			December 31, 2004			September 30, 2005		December 31, 2004
	Unaudited		Audited		Unaudited			Audited			Unaudited		Audited
Obligations of states and political subdivisions	$	161,478	$	131,999	$	(3,246	)	$	(1,582	)	$	158,232	$	130,417
Corporate obligations		102,098		123,856		(1,361	)		(380	)		100,737		123,476

	$	263,576	$	255,855	$	(4,607	)	$	(1,962	)	$	258,969	$	253,893

The amortized cost of held-to-maturity securities at September 30, 2005 by contractual maturities are shown below:


	Amortized cost		Unrealized gains (losses), net			Estimated fair value
Due in one year or less	$	60,176	$	(430	)	$	59,746
Due after one year to five years		203,400		(4,177	)		199,223

	$	263,576	$	(4,607	)	$	258,969

The unrealized losses in the Company’s investments in held-to-maturity marketable securities were mainly caused by interest rate increases. The contractual cash flows of these investments are either guaranteed by the U.S. government or an agency of the U.S. government, or were issued by highly rated corporations. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investments. Based on the immaterial severity of the impairments and the ability and intent of the Company to hold these investments until maturity, these investments were not considered to be other than temporarily impaired at September 30, 2005.

NOTE F—INCOME TAXES

The effective tax rate used in computing the provision for income taxes is based on projected fiscal year income before taxes, including estimated income by tax jurisdiction. The difference between the effective tax rate and the statutory rate is due primarily to foreign tax holiday and tax-exempt income in Israel. Tax provision as a percentage of pretax income was 17% for both the three and nine months ended September 30, 2005 and 2004, tax provision for the three and six months ended September 30, 2004 also included the provision for taxes associated with the sale of AudioCodes and Tomen stock and amounted to $4,865 and $16,450, respectively. See also Note H.

On March 29, 2005, the Israeli Parliament passed an amendment to the Law For The Encouragement Of Capital Investments, 1959 (the “Law”), which provides expanded tax incentives for future industrial investments and simplified the bureaucratic process for obtaining approval of investments qualifying for tax incentives (the “2005 Amendment”). Under the Law, capital investments in new or expanded production facilities in Israel upon approval by the Israeli government can be designated as an “Approved Enterprise.” An Approved Enterprise may receive cash incentives from the Israeli government or a company may elect an “alterative track” that allows it to forego the cash incentives in favor of certain tax exemptions. The 2005 Amendment primarily relates to the “alternative track” tax incentives which the Company has elected for its Approved Enterprises. Changes include special tax incentives and expedited approval process for companies that make minimum qualifying investments in fixed assets in production facilities located in Israel. The 2005 Amendment became effective on April 1, 2005. The Company is currently evaluating the impact of the 2005 Amendment on its business operations.

On July 25, 2005, the Israeli Parliament passed the Law for the Amendment of the Income Tax Ordinance (No. 147), 2005, which prescribes, among other things, a gradual decrease in the corporate tax rate in Israel to the following tax rates: in 2006 - 31%, in 2007 - 29%, in 2008 - 27%, in 2009 - 26% and in 2010 - 25%.

NOTE G—SIGNIFICANT CUSTOMERS

The Company sells its products to customers primarily through a network of distributors and representatives. Revenues derived from sales through one distributor, Tomen Electronics Corporation (“Tomen Electronics”), accounted for 75% of the Company’s total revenues for the three months ended September 30, 2005 and 2004. Additionally, Tomen Electronics accounted for 76% and 78% of the Company’s total revenues for the nine months ended September 30, 2005 and 2004, respectively. The Japanese market and the original equipment manufacturers (OEMs) that operate in that market are among the largest suppliers in the world with significant market share in the U.S. market for residential wireless products. Tomen Electronics sells the Company’s products to a limited number of customers. One customer, Panasonic Communications Co., Ltd. (“Panasonic”), has continually accounted for a majority of the sales of Tomen Electronics. The loss of Tomen Electronics as a distributor and the Company’s inability to obtain a satisfactory replacement in a timely manner would harm its sales and results of operations. Additionally, the loss of Panasonic or Tomen Electronics’ inability to thereafter effectively market the Company’s products would also harm the Company’s sales and results of operations.

NOTE H—INVESTMENTS IN EQUITY SECURITIES OF TRADED COMPANIES

The following is a summary of investments in equity securities of traded companies during 2004. The Company did not have any activities relating to investments in equity securities during the first nine months of 2005.

(1)	AudioCodes Ltd.:

AudioCodes Ltd. (“AudioCodes”) is an Israeli corporation primarily engaged in the design, research, development, manufacturing and marketing of hardware and software products that enable simultaneous transmission of voice and data over networks. At December 31, 2003, the Company owned 4,451,000 shares of AudioCodes ordinary shares.

During the first quarter of 2004, the Company sold 2,000,000 shares of AudioCodes ordinary shares for gross proceeds of approximately $25,647, resulting in a capital gain of approximately $20,828.

During the second quarter of 2004, the Company sold 801,000 shares of AudioCodes ordinary shares for gross proceeds of approximately $9,600, resulting in a capital gain of approximately $7,670.

During the third quarter of 2004, the Company sold the remaining 1,650,000 shares of AudioCodes ordinary shares for gross proceeds of approximately $19,436, resulting in a capital gain of approximately $15,460.

The Company no longer has any equity interest in AudioCodes.

(2)	Tomen Corporation:

In September 2000, the Company invested approximately $485 ($50,000 Yen) in shares of Tomen Electronics’ parent company, Tomen Ltd. (“Tomen”), as part of a long strategic relationship. Tomen’s shares are traded on the Japanese stock exchange. The Company accounted for its investment in Tomen in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” as available-for-sale marketable securities.

During the first quarter of 2004, the Company sold all of its holdings in Tomen for gross proceeds of approximately $773, resulting in a capital gain of approximately $490.

The Company no longer has any equity interest in Tomen.

NOTE I—DERIVATIVE INSTRUMENTS

Statement of Financial Accounting Standard No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”), requires companies to recognize all of their derivative instruments as either assets or liabilities on the balance sheets at fair value.

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any gain or loss on a derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item is recognized in current earnings during the period of change.

To protect against the increase in value of forecasted foreign currency cash flow resulting from salary and rent payments in New Israeli Shekels (“NIS”) during the year, the Company has instituted a foreign currency cash flow hedging program. The Company hedges portions of the anticipated payroll and lease payments of its Israeli facilities denominated in NIS for a period of one to twelve months with put options and forward contracts.

These forward contracts and put options are designated as cash flow hedges, as defined by SFAS No. 133, and are all effective as hedges of these expenses.

As of September 30, 2005 and December 31, 2004, the Company recorded comprehensive income (loss) in the amount of $(20) and $65, respectively, from its put options and forward contracts in respect to anticipated payroll and rent payments expected in 2005 and 2006. Such amounts will be recorded into earnings during the next fiscal quarters.

NOTE J—CONTINGENCIES

From time to time, the Company may become involved in litigation relating to claims arising from its ordinary course of business. Also, as is typical in the semiconductor industry, the Company has been and may from time to time be notified of claims that the Company may be infringing patents or intellectual property rights owned by third parties. For example, in a lawsuit against Microsoft Corporation, AT&T asserted that the Company’s TrueSpeech 8.5 algorithm includes certain elements covered by a patent held by AT&T. AT&T sued Microsoft, one of the Company’s TrueSpeech 8.5 licensees, for infringement. The Company was not named in AT&T’s suit against Microsoft. During 2002, the Company created a provision, which was included in the cost of product revenues, in respect of this legal exposure. The Company currently believes that there are no claims or actions pending or threatened against it, the ultimate disposition of which would have a material adverse effect on Company.

NOTE K—SHARE REPURCHASE

During the third quarter of 2005, the Company repurchased 385,200 shares of Common Stock at an average purchase price of $24.72 per share, for a total consideration of $9,521,000 out of which $8,913,000 were paid during the quarter.

NOTE L—ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company accounts for stock-based compensation in accordance with the provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”) and Financial Accounting Standards Board Interpretation No. 44, “Accounting for Certain Transactions Involving Stock Compensation” (“FIN No. 44”). Under APB No. 25, when the exercise price of an employee’s options equals or is higher than the market price of the underlying Common Stock on the date of grant, no compensation expense is recognized. Under Statement of Financial Accounting Standard No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”), pro-forma information regarding net income and income per share is required, and has been determined as if the Company had accounted for its employee stock options under the fair value method of SFAS No. 123. The fair value of these options is amortized over their vesting period and estimated at the date of grant using a Black-Scholes multiple option pricing model with the following weighted average assumptions:


	Three months ended September 30,						Nine months ended September 30,
	2005			2004			2005			2004
	Unaudited
Risk free interest		3.87	%		3.5	%		3.90	%		3.5	%
Dividend yields		0	%		0	%		0	%		0	%
Volatility		0.36			0.39			0.36			0.39
Expected life		2.9			2.9			2.9			2.9

The following table illustrates the effect on net income and earnings per share, assuming that the Company had applied the fair value recognition provision of SFAS No. 123 on its stock-based employee compensation:

	Three months ended September 30,						Nine months ended September 30,
	2005			2004			2005			2004
	Unaudited
Net income as reported	$	10,510		$	20,380		$	23,765		$	49,865

Less - stock-based compensation expense determined under fair value method for all awards, net of related tax effects:	$	2,907		$	2,922		$	7,746		$	8,792

Pro forma net income	$	7,603		$	17,458		$	16,019		$	41,073

Basic earnings per share, as reported	$	0.37		$	0.72		$	0.84		$	1.73

Pro forma basic earnings per share	$	0.27		$	0.61		$	0.56		$	1.43

Diluted earnings per share, as reported	$	0.35		$	0.69		$	0.80		$	1.64

Pro forma diluted earnings per share	$	0. 25		$	0.59		$	0.54		$	1.35

NOTE M—NEW ACCOUNTING PRONOUNCEMENTS

On December 16, 2004, the Financial Accounting Standards Board issued Statement No. 123R (revised 2004 Share Based Payment (“Statement 123R”)), which is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS No. 123”). Generally, the approach in Statement 123R is similar to the approach described in SFAS No. 123. However, SFAS No. 123 permitted, but did not require, share-based payments to employees to be recognized in income based on their fair values while Statement 123R requires all share-based

payments to employees to be recognized in income based on their fair values. Statement 123R also revises, clarifies and expands guidance in several areas, including measuring fair value, classifying an award as equity or as a liability and attributing compensation cost to reporting periods.

In April 2005, the Securities and Exchange Commission announced the adoption of a new rule which amends the effective date for Statement 123R. The new rule does not change any of the accounting provisions. As a result, the Company will adopt the accounting provisions of Statement 123R as of January 1, 2006. The Company is currently evaluating the impact of applying the various provisions of Statement 123R.

Upon adoption, this statement will have a significant impact on the Company’s consolidated financial statements because the Company will be required to expense the fair value of its stock option grants under its employee stock option plans and may be required to expense the fair value of the stock purchases under its stock purchase plan rather than disclose the impact on its consolidated net income within the footnotes as is the Company’s current practice. The amounts currently disclosed within the Company’s footnotes are not necessarily indicative of the amounts that will be expensed upon the adoption of Statement 123R. Compensation expense calculated under Statement 123R may differ from amounts currently disclosed within the Company’s footnotes based on changes in the fair value of its common stock, changes in the number of options granted or the terms of such options, the treatment of tax benefits and changes in interest rates or other factors. In addition, upon adoption of Statement 123R the Company may choose to use a different valuation model to value the compensation expense associated with employee stock options.

In May 2005, the FASB issued FASB Statement No. 154, “Accounting Changes and Error Corrections: a replacement of APB Opinion No. 20 (“APB 20”) and FASB Statement No. 3” (“SFAS No. 154”) which requires companies to apply voluntary changes in accounting principles retrospectively whenever it is practicable. The retrospective application requirement replaces APB 20’s requirement to recognize most voluntary changes in accounting principle by including the cumulative effect of the change in net income during the period the change occurs. Retrospective application will be the required transition method for new accounting pronouncements in the event that a newly-issued pronouncement does not specify transition guidance. SFAS No. 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussions in this Quarterly Report on Form 10-Q should be read in conjunction with our accompanying financial statements and the related notes thereto. This Quarterly Report on Form 10-Q contains forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. All statements included or incorporated by reference in this Quarterly Report, other than statements that are purely historical, are forward-looking statements. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions also identify forward looking statements. The forward looking statements in this Quarterly Report on Form 10-Q are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward looking statements and include, without limitation, statements regarding:

•

Our belief that our current products, including 5.8GHz products, the continued shift to digital products, the increase in market share of our OEM customers and the penetration of new markets with our DECT products will drive our growth in 2005 and 2006, with our DECT products gaining market share in 2006;

•

Our belief that products for home communication, including Bluetooth and Wi-Fi products, will contribute to our growth in 2007 and beyond;

•

Our belief that the introduction of features such as video motion JPEG, polyphonic ringe and other advanced features will also contribute to our growth in future periods;

•

Our endeavor to pursue opportunities to introduce our products in new markets, such as China, Korea, South America and domestic Japanese market, as well as our belief that sales to these new markets, particularly Japan, will increase in the future;

•

Our expectation that our planned future lines of products will enable connectivity of Bluetooth-enabled cellular phones to fixed-line phones and will also include Wi-Fi capabilities;

•

Our belief that sales to our customers in Hong Kong may also increase in future periods;

•

Our plan to add VoIP capabilities to our chipsets designed for cordless phones;

•

Our estimate that our gross profit in 2006 will be in the range of 41% to 46%.

•

Our belief that our strategic acquisition of Teleman and Bermai will enable us to integrate voice, data and video technologies with broadband offerings and prepare us for the dynamic and evolving nature of the short-range multimedia communication and home wireless markets; and

•

Our belief that our current cash, cash equivalents, bank deposits and marketable securities, and our forecasted positive cash flows for future periods, will be sufficient to meet our cash requirements for both the short and long term.

All forward-looking statements included in this Quarterly Report on Form 10-Q are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statement. The reader should also consult the cautionary statements and risk factors included in this Quarterly Report on Form 10-Q in evaluating the forward-looking statements included herein.

Overview

The following discussion and analysis is intended to provide an investor with a narrative of our financial results and an evaluation of our financial condition and results of operations. The discussion should be read in conjunction with our consolidated condensed financial statements and notes thereto for the quarter ended September 30, 2005.

Our business model is relatively straightforward. DSP Group is a fabless semiconductor company that is a leader in providing chipsets to telephone equipment and design manufacturers (OEMs and ODMs) for incorporation into consumer products for the residential wireless telecommunication market. Our chipsets incorporate advanced technologies, such as DSP processors, communications technologies, highly advanced radio frequency (RF) devices and

in-house developed Voice-over-Internet-Protocol (VoIP) hardware and software technologies. Our products include 900MHz, 1.9GHz (Digital Enhanced Cordless Telephony (DECT)), 2.4GHz and 5.8GHz chipsets for cordless telephones, Bluetooth for voice, data and video communication, solutions for digital voice recorders and VoIP and other voice-over-packet applications. Our current primary focus is cordless telephony with sales of our 2.4GHz and 5.8GHz chipsets representing approximately 75% of our total revenues for the third quarter of 2005.

During recent years we have become a worldwide leader in developing and marketing Total Telephony Solutions™ for the wireless residential market. We believe we were able to penetrate the residential wireless telephony market and increase our market share and customer base by taking advantage of the market transformation from analog-based to digital-based technologies for telephony products, the earlier shift from 900MHz to 2.4GHz technologies, and the recent shift from 2.4GHz to 5.8GHz technologies. Our focus on the convergence of these trends has allowed us to offer products with more features, and better range, security and voice quality. Additional factors that contributed significantly to our revenue growth over the past few years are the market acceptance of our multi-handset solutions for cordless telephony, as well as our other advanced features such as conversion of text to speech. However, we need to penetrate new markets and introduce new products to further expand our business. In that regard, the most important step we have taken is the initiation to penetrate the DECT market. We introduced our first DECT products for the European market in 2004, and currently have three customers. Our future growth is substantially dependent on our success in penetrating the European DECT market and the general market deployment and acceptance of our DECT products.

Nonetheless, our business operates in a highly competitive environment. Competition has historically increased pricing pressures for our products and decreased our average selling prices. In order to penetrate new markets and maintain our market share with our existing products, we may need to offer our products in the future at lower prices which may result in lower profits. Our future growth is dependent not only on the continued success of our existing products but also the successful introduction of new products. Moreover, we must continue to monitor and control our operating costs and to maintain our current level of gross margin in order to offset future declines in average selling prices. In addition, as we are a fabless semiconductor company, global market trends such as “over-capacity” problems so that there is a shortage of capacity to fulfill our fabrication, testing and assembly needs may increase our raw material and production costs and thus decrease our gross margins. Also, since our products are incorporated into end products of our OEM customers, our business is very dependent on their ability to achieve market acceptance of their end products in consumer electronic markets, which are similarly very competitive.

There are also several emerging market trends that challenge our continued business growth potential. We believe that new developments in the home residential market may adversely affect our operating results. For example, the rapid deployment of new communication access methods, including mobile, wireless broadband, cable and other connectivity, as well as the projected lack of growth in products using fixed-line telephony would reduce our revenues derived from, and unit sales of, cordless telephony products, which is currently our primary focus. Our business may also be affected by the outcome of the current competition between cell phone operators and fixed line operators for the provision of residential communication. Our revenues are currently primarily generated from sales of chipsets used in cordless phones that are based on fixed-line telephony. As a result, a decline in the use of fixed-line telephony for residential communication would adversely affect our financial condition and operating results. One additional factor that could affect the results of our operations is the potential shift in the U.S. digital telephony market towards DECT products as the Federal Communications Commission (FCC) has authorized the use of the DECT frequency band in the U.S. The U.S. market is currently our dominant market. An increase in demand for DECT products in the U.S. and our inability to successfully develop and market new DECT products to address this market may have a material adverse effect on our profits and results of operation.

In view of the current market trends, our planned future products are anticipated to enable connectivity of cellular phones to fixed-line phones and will also include Wi-Fi capabilities. The first line of products that enable convergence of cellular phone to fixed-line phone was recently introduced to the market by two of our customers. The system uses the cordless system based on our chipsets to extend the cellular coverage throughout the residence by turning the cellular phone to an extra line of the cordless system. We are also preparing for the deployment of broadband services to the residence, a current trend in our market, by adding VoIP capabilities to our chipsets designed for cordless phones. Our initial solution for connecting the traditional residential handsets to the public network using Internet protocol through personal computers is based on a universal serial bus (USB) dongle that we have recently developed. We believe that these pioneer solutions will allow us to provide the desired flexibility for residential users. We cannot provide any

assurances, however whether these features will achieve market acceptance, and allow us to maintain our market share or provide for our future growth.

In order to address these new challenges we are taking several steps as hereby described. First, we are introducing new features to our existing products and are penetrating additional markets, including China, Korea, South America and the domestic Japanese market, with our existing products. The new features, as discussed above, include a cellular cradle to extend the cellular coverage throughout the residence; a universal serial bus (USB) dongle to connect the residential handsets to the public network using Internet protocol through personal computers, video motion JPEG to add a visual dimension to the cordless phone system, polyphonic ringer and other advanced features. In addition, our long term goal is to leverage the Wi-Fi technology acquired from Bermai to develop and offer products for home communication in future years. We believe the strategic acquisitions we did in 2003 and 2004 of the video and Wi-Fi technologies will enable us to integrate voice, data and video technologies with broadband offerings and prepare us for the dynamic and evolving nature of the short-range multimedia communication and home wireless markets

We believe that our current products, including 5.8GHz products, the continued shift to digital products, the increase of market share of our OEM customers and the penetration of new markets with our DECT products will drive our growth in 2005 and 2006, with our DECT products gaining market share in 2006. We believe that products for home communication, including Bluetooth and Wi-Fi products, will contribute to our revenues in 2007 and beyond. We further believe that our introduction of additional features, such as video motion JPEG which adds a visual dimension to the cordless phone system that was introduced to the market this quarter, polyphonic ringer and other advanced features, will also contribute to our growth in future periods. However, our ability to introduce new products and expand into new markets may not occur and may require us to substantially increase our operating expenses. As a result, our past operating results should not be relied upon as an indication of future performance.

RESULTS OF OPERATIONS

During the third quarter of 2005, we demonstrated year-over-year revenue growth of 20%. Our gross profit decreased to 47% of revenues as compared to 49% of revenues in the third quarter of 2004. Our operating expenses for the third quarter of 2005, which amounted to $16.1 million, increased by 23% from $13.1 million for the same period in 2004. Our net income reached a level of 19% of revenues, resulting in a diluted earning per share of $0.35.

Total Revenues. Our total revenues were $55.6 million for the third quarter of 2005, as compared to $46.2 million for the third quarter of 2004. Total revenues for the first nine months of 2005 increased to $144.8 million from $128.9 million for the same period in 2004. This increase of 20% and 12% in the third quarter and the first nine months of 2005, respectively, were primarily as a result of strong demand for our 5.8GHz products in both periods. Sales of 5.8GHz products represented approximately 33% and 17% of our total revenues for the third quarter of 2005 and 2004, respectively, representing an increase of 130% in absolute dollars. Sales of 5.8GHz products represented approximately 32% and 18% of our total revenues for the first nine months of 2005 and 2004, respectively, representing an increase of 100% in absolute dollars. The increase in revenues in the third quarter and the first nine months of 2005, as compared to the same periods of 2004, was also a result of sales of our DECT products for which we started initial shipments in the fourth quarter of 2004. The above mentioned increase was partly offset by a decrease in sales of our 2.4GHz chipsets. Revenues from the 2.4GHz products represented 42% and 58% of our total revenues for the three months period ended September 30, 2005 and 2004, respectively, representing a decrease of 13% in absolute dollars. Revenues from the 2.4GHz products represented 42% and 58% of our total revenues for the first nine months of 2005 and 2004, respectively. As is typical in the consumer semiconductor industry, we experienced pricing pressures for our current products. However, the impact of the decline in average selling prices of our products was offset by a greater increase in the number of units sold for the same periods. We cannot provide any assurances, however, that we will be able to offset future declines in average selling prices with an increase in the number of units sold. During these comparable periods we were also able to partially offset the decline in average selling price of our products by adding advanced and pioneer features to our products.

Export sales represented approximately 99% of our total revenues in both the third quarter of 2005 and 2004 as well as in the first nine months of 2005 and 2004. All export sales are denominated in U.S. dollars. The following table includes the breakdown of revenues for the periods indicated by geographic location (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2005		2004		2005		2004
United States	$	126	$	525	$	879	$	1,018
Japan		41,557		34,581		110,447		100,936
Europe		125		344		723		1,850
Hong-Kong		11,201		8,456		24,912		20,225
Other		2,605		2,326		7,863		4,927

Total revenues	$	55,614	$	46,232	$	144,824	$	128,956

During 2005, our OEM customers began shipments of their telephony products to new geographic areas such as South America and the domestic Japanese market. We expect sales to these new geographic areas, particularly Japan, to increase in the future.

Sales to our customers in Hong Kong may also increase in future periods in absolute dollars and as a percentage of total revenues as a result of our penetration of new markets and the expansion of our product lines such as our new DECT products are anticipated to be sold to original design manufacturers (ODMs) that are mainly located in Hong Kong.

As our products are generally incorporated into consumer products sold by our OEM customers, our revenues are affected by seasonal buying patterns of consumer products sold by our OEM customers that incorporate our products. The fourth quarter in any given year is usually the strongest quarter of sales for our OEM customers and, as a result, the third quarter in any given year is usually the strongest quarter for our revenues as our OEM customers request increased shipments of our products in anticipation of the fourth quarter holiday season. This trend can be generally observed from reviewing our quarterly information and results of operations. However, the magnitude of this trend varies annually.

Significant Customers. Revenues through one distributor, Tomen Electronics, accounted for 75% of our total revenues for both the three months ended September 30, 2005 and 2004. Additionally, Tomen Electronics accounted for 76% and 78% of our total revenues for the nine months ended September 30, 2005 and 2004, respectively.

The Japanese market and the OEMs that operate in that market are among the largest suppliers of residential wireless products with significant market share in the U.S. market. Tomen Electronics sells our products to a limited number of customers. One customer, Panasonic Communications Co., Ltd., has continually accounted for a majority of the sales to Tomen Electronics. The loss of Tomen Electronics as a distributor and our inability to obtain a satisfactory replacement in a timely manner would harm our sales and results of operations. Additionally, the loss of Panasonic or Tomen Electronics’ inability to thereafter effectively market our products would also harm our sales and results of operations.

Significant Products. Revenues from our 2.4GHz and 5.8GHz digital products represented 75% of total revenues for the third quarter of 2005. We believe that sales of these product lines will continue to represent a substantial percentage of our revenues in 2005 and in future periods. However, we believe that the rapid deployment of new communication access methods, as well as the projected lack of growth in fixed-line telephony, will reduce our total revenues derived from, and unit sales of, cordless telephony products, including future sales of our 2.4GHz and 5.8GHz products. We believe that in order to maintain our growth, we will need to expand our product lines by penetrating the DECT market and by developing a portfolio of “system-on-a-chip” solutions that will integrate video, voice, and data, as well as communications technologies in a broader multimedia market

Gross Profit. Gross profit as a percentage of total revenues decreased to 47% for the third quarter of 2005 from 49% for the third quarter of 2004. Gross profits as a percentage of total revenues decreased to 46% for the nine months ended September 30, 2005 from 49% for the same period in 2004. The decrease in our gross margins in both periods in 2005 as compared to the same periods in 2004 was primarily due to increased cost of goods expenses mainly due to increased assembly and testing expenses and increased overhead expenses. The decrease in gross margin was also as a result of us not being able to offset the continuing decline in the average selling prices of our products with a similar reduction in average costs of product sold.

In addition, we cannot guarantee that our ongoing efforts in cost reduction and yield improvements will be successful or that they will keep pace with the anticipated continuing decline in average selling prices of our products. As

an example, our gross profit for the first three quarters of 2005 was 46% and our current estimate is that our gross profit in 2006 will be in the range of 41% to 45%. Our gross profit may decrease in the future due to a variety of factors, including the continued decline in the average selling prices of our products, our failure to achieve the corresponding cost reductions, roll-out of new products in any given period and our failure to introduce new engineering processes. Also, future increases in the pricing of silicon wafers or in other production costs, such as testing and assembly, may affect our ability to implement cost reductions and may decrease our gross margin in future periods. As we are a fabless company, global market trends such as “over-capacity” problems so that there is a shortage of capacity to fulfill our fabrication, testing and assembly needs may also increase our raw material costs and thus decrease our gross profit.

As gross profit reflects the sale of chips and chipsets that have different margins, changes in the mix of products sold have impacted and will continue to impact our gross profit in future periods. Moreover, penetration into new competitive markets, such as the European DECT market, could require us to reduce sale prices of our products or increase the cost per product and thus reduce our total gross profit in future periods. As an example, the fact that our chipsets are currently incorporated in high volume basic DECT products may decrease our gross margin in 2006. As a result, you should not rely on our past gross profit figures as an indication of future results.

Cost of goods sold consists primarily of the costs of wafer manufacturing and fabrication, assembly and testing of integrated circuit devices and related overhead costs, and compensation and associated expenses relating to manufacturing and testing support and logistics personnel. Gross margin is a percentage of revenues calculated as revenue less cost of goods sold.

Research and Development Expenses. Our research and development expenses increased to $10.5 million for the third quarter of 2005 from $8.5 million for the third quarter of 2004. For the first nine months of 2005, research and development expenses increased to $30.4 million from $23.3 million for the same period in 2004. The increase in 2005 was primarily attributed to increased salary expenses, mainly due to a greater number of research and development employees and to increased depreciation expenses of our development software tools and other related expenses. This increase was partially offset by a decrease in tape out expenses in this period. Research and development expenses for the third quarter and the first nine months of 2005 included expenses in the amount of $0.3 million and $0.9 million, respectively, related to the amortization of workforce and patents acquired from Teleman in 2003 and from amortization of patents related to the acquisition of Bermai assets in 2004. Amortization expenses for the third quarter and the first nine months of 2004 were $0.15 million and $0.45 million, respectively. As of September 30, 2005, we had 200 research and development employees, as compared to 167 as of September 30, 2004.

Our research and development expenses as a percentage of total revenues were 19% and 18% for the three months ended September 30, 2005 and 2004, respectively, and 21% and 18% for the nine months ended September 30, 2005 and 2004, respectively. This increase in research and development expenses as a percentage of total revenues in both comparable periods was due to the significant increase in absolute dollars of research and development expenses.

As our research and development staff is currently working on various projects simultaneously, we may need to incur additional expenses and hire additional research and development staff and contractors related to the development of new products and to support the development of existing products and technologies. As a result, our research and development expenses in absolute dollars may increase in future periods.

Research and development expenses consist mainly of payroll expenses to employees involved in research and development activities, expenses related to tape-out and mask work, subcontracting, labor contractors and engineering expenses, depreciation and maintenance fees related to equipment and software tools used in research and development, and facilities expenses associated with and allocated to research and development activities.

Sales and Marketing Expenses. Our sales and marketing expenses were $3.7 million and $2.9 million for the third quarter of 2005 and 2004, respectively. For the nine months ended September 30, 2005, sales and marketing expenses were $9.9 million as compared to $9.0 million for the same period in 2004. The increase for both comparable periods was primarily attributed to higher commissions paid to our distributors and representatives as a result of more revenue being generated during these periods and to an increase in number of sales and application support employees during 2005.

Our sales and marketing expenses as a percentage of total revenues were 7% for both the three and nine months ended September 30, 2005 and were 6% and 7% for the three and the nine months ended September 30 2004. The slight increase in the three months period was a result of the increase in absolute dollar amount of sales and marketing expenses.

Sales and marketing expenses consist mainly of sales commissions to our representatives and distributors, payroll expenses to direct sales and marketing employees, travel, trade show expenses, and facilities expenses associated with and allocated to sales and marketing activities.

General and Administrative Expenses. Our general and administrative expenses were $1.9 million for the three months ended September 30, 2005, as compared to $1.7 million for the three months ended September 30, 2004. For the first nine months of 2005, general and administrative expenses were $5.6 million as compared to $5.3 million for the same period in 2004. The increase in both periods was attributed mainly to higher payroll and related expenses partly offset by a decrease in allowance for doubtful accounts in the third quarter of 2005.

General and administrative expenses as a percentage of total revenues were 3% and 4% for the three months ended September 30, 2005 and 2004, respectively. General and administrative expenses as a percentage of total revenues were 4% for the nine months ended September 30, 2005 and 2004. The slight decrease in the three months period was a result of the revenue growth in 2005 as compared to 2004, partially offset by the increase in absolute dollar amount of general and administrative expenses.

General and administrative expenses consist mainly of payroll for management and administrative employees, expenses related to investor relations, accounting and legal fees, as well as facilities expenses associated with general and administrative activities.

Impairment of goodwill. During the second quarter of 2004, we recorded an expense of $4.3 million resulting from the impairment of goodwill related to VoicePump. As a result of our decision to stop developing products targeted at this market and to focus our efforts on VoIP telephony products, we wrote down the value of goodwill associated with the VoicePump acquisition from its historical book value of $5.8 million to the estimated fair value of $1.5 million. This amount is included in our operating expenses for the nine months ended September 30, 2004.

Interest and Other Income. Interest and other income, net, was $2.6 million and $2.1 million for the three months ended September 30, 2005 and 2004. Interest and other income, net, increased to $7.3 million for the nine months ended September 30, 2005 from $6.4 million for the nine months ended September 30, 2004. The increase for both comparative periods was mainly due to overall higher market interest rates during the three and nine months ended September 30, 2005, as compared to the same period in 2004. Our total cash, cash equivalents, deposits and marketable securities were $339.6 million as of September 30, 2005, compared to $337.1 million as of September 30, 2004.

Capital gains from sale of available-for-sale marketable securities. During the first quarter of 2004, we sold 2,000,000 shares of AudioCodes’ ordinary shares for gross proceeds of approximately $25.6 million, resulting in a capital gain of approximately $20.8 million. During the second quarter of 2004, we sold an additional 801,000 shares of AudioCodes’ ordinary shares for gross proceeds of approximately $9.6 million, resulting in a capital gain of approximately $7.7 million. During the third quarter of 2004, we sold the remaining 1,650,000 shares of AudioCodes’ ordinary shares for gross proceeds of approximately $19.4 million, resulting in a capital gain of approximately $15.5 million.

During the first quarter of 2004, we sold all of our holdings in Tomen Corporation for gross proceeds of approximately $0.7 million, resulting in a capital gain of approximately $0.5 million.

Provision for Income Taxes. Our tax provision for the third quarter of 2005 and for the first nine months of 2005 was $2.2 million and $4.9 million, respectively. Our tax provision for the third quarter of 2004 and for the first nine months of 2004 was $6.9 million and $21.8 million, respectively. Tax provision as a percentage of pretax income was 17% for both the three and nine months ended September 30, 2005 and 2004. Tax provision for the three and nine months ended September 30, 2004 also included the provision for taxes associated with the sale of AudioCodes and Tomen stock that amounted to $4.9 million and $16.5 million, respectively.

In 2005 and 2004 we benefited for federal tax purposes from foreign tax holiday and tax-exempt income in Israel. DSP Group Ltd., our Israeli subsidiary, was granted “Approved Enterprise” status by the Israeli government with respect to six separate investment plans. Approved Enterprise status allows our Israeli subsidiary to enjoy a tax holiday for a period of two to four years and a reduced corporate tax rate of 10%-25% for an additional six or eight years, on each

investment plan’s proportionate share of taxable income. The tax benefits under these investment plans are scheduled to expire starting in tax year 2005 through to 2017.

On March 29, 2005, the Israeli Parliament passed an amendment to the Law For The Encouragement Of Capital Investments, 1959 (the “Law”), which provides expanded tax incentives for future industrial investments and simplified the bureaucratic process for obtaining approval of investments qualifying for tax incentives (the “2005 Amendment”). Under the Law, capital investments in new or expanded production facilities in Israel upon approval by the Israeli government can be designated as an “Approved Enterprise.” An Approved Enterprise may receive cash incentives from the Israeli government or a company may elect an “alterative track” that allows it to forego the cash incentives in favor of certain tax exemptions. The 2005 Amendment primarily relates to the “alternative track” tax incentives which we have elected for its Approved Enterprises. Changes include special tax incentives and expedited approval process for companies that make minimum qualifying investments in fixed assets in production facilities located in Israel. The 2005 Amendment became effective on April 1, 2005. We are currently evaluating the impact of the 2005 Amendment on our business operations.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities. We generated $15.9 and $26.1 million of cash and cash equivalents from our operating activities during the first nine months of 2005 and 2004, respectively. Net income for the first nine months of 2005 was $23.8 million, as compared to $49.9 million for the same period in 2004. Net income in 2004 included the capital gains resulting from the sale of AudioCodes stock of $44.4 million and the related taxes of $16.5 million, and the goodwill impairment charge associated with VoicePump of $4.3 million. The decrease in net cash from operating activities in the first nine months of 2005 as compared to the same period in 2004 resulted mainly from the increase in accounts receivables and inventories and from higher tax payments, partially due to the capital gain taxes paid on the sale of AudioCodes stock. Accounts receivables increased by $15.6 million in the first nine months of 2005 compared to $0.3 million in the same period in 2004. Inventories increase by $2.3 million in the first nine months of 2005 compared to $0.1 million in the first nine months of 2004 Income tax payables decreased by $5.3 million during the first nine months of 2005 and increased by $11.1 million in the third quarter of 2004. This was partially offset by an increase in account payables in 2005. Accounts payable increased by $10.9 million in the first nine months of 2005 and $2.7 million during the first nine months of 2004. The increase in both periods was mainly as a result of an increase in inventory, production and operating expenses as compared to the respective preceding quarter.

Investing Activities. We invest excess cash in marketable securities of varying maturity, depending on our projected cash needs for operations, capital expenditures and other business purposes. During the first nine months of 2005, we purchased $70.6 million of investments classified as marketable securities and short term investments, as compared to $102.2 million during the first nine months of 2004. During the same periods, $60.5 million and $94.4 million, respectively, of investments classified as marketable securities and short term investments matured.

Our capital equipment purchases for the first nine months of 2005, consisting primarily of research and development software tools, lab equipment and computers, totaled $8.9 million, as compared to $1.3 million for the first nine months of 2004.

Cash proceeds from the sale of available-for-sale marketable securities, consisting of AudioCodes and Tomen stock, amounted to $55.5 million during the first three quarters of 2004.

As part of our acquisition of Teleman’s assets in 2003 for an aggregate consideration of $5.25 million in cash, including transaction costs of approximately $0.25 million, we paid $2.1 million during 2003, as well as $1.45 million during the nine months ended September 30, 2005 and the same amount during the nine months ended September 30, 2004.

Financing Activities. During the nine months ended September 30, 2005, we received $13.6 million upon the exercise of employee stock options as compared to $13.3 million during the nine months ended September 30, 2004.

During the nine months ended September 30, 2005, as authorized by our share repurchase program, we repurchased approximately 385,000 shares of our common stock, at an average purchase price of $24.72 per share, for a total aggregate amount of approximately $9.5 million of which $8.9 million was paid during the third quarter and the remaining $0.6 million was paid during the fourth quarter. During the nine months ended September 30, 2004, as authorized by our share repurchase program, we repurchased approximately, 1,487,000 shares of our common stock, at an average purchase price of $20.10 per share, for a total aggregate amount of approximately $29.9 million. As of September 30, 2005 we still have authorization from our board of directors for the repurchase of additional 3.3 million shares.

At September 30, 2005, our principal source of liquidity consisted of cash and cash equivalents totaling approximately $61.0 million, bank deposits and auction rate securities in the amount of $15.0 million and held-to-maturity marketable securities of approximately $263.6 million. The market value of held-to-maturity securities amounted to $259.0 million.

Our working capital at September 30, 2005 was approximately $122.5 million, and our backlog as of September 30, 2005 was $43.9 million. We believe that our current cash, cash equivalents, bank deposits and marketable securities, and our forecasted positive cash flows for future periods, will be sufficient to meet our cash requirements for both the short and long term.

In addition, as part of our business strategy, we occasionally evaluate potential acquisitions of businesses, products and technologies. Accordingly, a portion of our available cash may be used at any time for the acquisition of complementary products or businesses. Such potential transactions may require substantial capital resources, which may require us to seek additional debt or equity financing. We cannot assure you that we will be able to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired businesses into our current operations, or expand into new markets. Furthermore, we cannot assure you that additional financing will be available to us in any required time frame and on commercially reasonable terms, if at all. See “Factors Affecting Future Operating Results—We may engage in future acquisitions that could dilute our stockholders’ equity and harm our business, results of operations and financial condition.” for more detailed information.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk. It is our policy not to enter into interest rate derivative financial instruments, except for hedging of foreign currency exposures discussed below. We do not currently have any significant interest rate exposure since we do not have any financial obligation, and our financial assets are measured on a held-to-maturity basis.

Foreign Currency Exchange Rate Risk. As a significant part of our sales and expenses are denominated in U.S. dollars, we have experienced only insignificant foreign exchange gains and losses to date, and do not expect to incur significant gains and losses in 2005. However, due to the volatility in the exchange rate of the NIS versus the U.S. dollar, we decided to hedge part of the risk of a devaluation of the NIS, which could have an adverse effect on the expenses that we incur in the State of Israel. For example, to protect against an increase in value of forecasted foreign currency cash flows resulting from salary payments and lease payments for our Israeli facilities denominated in NIS during 2005 and 2006, we instituted a foreign currency cash flow hedging program.

These option and forward contracts are designated as cash flow hedges, as defined by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, and are all effective as hedges of these expenses. For more information about our hedging activity, see Note I to the attached Notes to Consolidated Financial Statement for the period ended September 30, 2005.

FACTORS AFFECTING FUTURE OPERATING RESULTS

This Form 10-Q contains forward-looking statements concerning our future products, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Numerous factors could cause our actual results to differ significantly from the results described in these forward-looking statements, including the following risk factors.

We rely on a primary distributor for a significant portion of our total revenues and the failure of this distributor to perform as expected would materially reduce our future sales and revenues.

We sell our products to customers primarily through a network of distributors and original equipment manufacturer (OEM) representatives. Particularly, revenues derived from sales through our Japanese distributor, Tomen Electronics, accounted for 75% of our total revenues in the third quarter of 2005 and 2004. Our future performance will depend, in part, on this distributor to continue to successfully market and sell our products. Furthermore, Tomen Electronics sells our products to a limited number of customers. One customer, Panasonic Communications Co., Ltd., has continually accounted for a majority of the sales through Tomen Electronics. The loss of Tomen Electronics as our distributor and our inability to obtain a satisfactory replacement in a timely manner would materially harm our sales and results of operations. Additionally, the loss of Panasonic and Tomen Electronics’ inability to thereafter effectively market our products would also materially harm our sales and results of operations.

Because our products are components of end products, if OEMs do not incorporate our products into their end products or if the end products of our OEM customers do not achieve market acceptance, we may not be able to generate adequate sales of our products.

Our products are not sold directly to the end-user; rather, they are components of end products. As a result, we rely upon OEMs to incorporate our products into their end products at the design stage. Once an OEM designs a competitor’s product into its end product, it becomes significantly more difficult for us to sell our products to that customer because changing suppliers involves significant cost, time, effort and risk for the customer. As a result, we may incur significant expenditures on the development of a new product without any assurance that an OEM will select our product for design into its own product and without this “design win,” it becomes significantly difficult to sell our products. Moreover, even after an OEM agrees to design our products into its end products, the design cycle is long and may be delayed due to factors beyond our control which may result in the end product incorporating our products not to reach the market until long after the initial “design win” with the OEM. From initial product design-in to volume production, many factors could impact the timing and/or amount of sales actually realized from the design-in. These factors include, but are not limited to, changes in the competitive position of our technology, our customers’ financial stability, and our ability to ship products according to our customers’ schedule.

Furthermore, we rely on the end products of our OEM customers that incorporate our products to achieve market acceptance. Many of our OEM customers face intense competition in their markets. If end products that incorporate our products are not accepted in the marketplace, we may not achieve adequate sales volume of our products, which would have a negative effect on our results of operations.

The slow economic recovery and related uncertainties may adversely impact our revenues and profitability.

Slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, unemployment, adverse business conditions and liquidity concerns in the telecommunications, semiconductor and related industries, and recent international conflicts and terrorist and military activity have resulted in a slow economic recovery after the downturn in worldwide economic conditions. If the economy continues to recover at a slow pace, we may experience a slowdown in customer orders, an increase in the number of cancellations and rescheduling of backlog. We cannot predict the timing, strength and duration of any economic recovery in the telecommunications and semiconductor industry. In addition, the continuing unrest in Iraq can be expected to continue to place pressure on economic conditions in the United States and worldwide. These conditions make it difficult for our customers, our vendors and for us to accurately forecast and plan future business activities. If such conditions continue or worsen, our business, financial condition and results of operations may be materially and adversely affected.

We generate a significant amount of our total revenues from the sale of Integrated Digital Telephony (IDT) products and our business and operating results may be materially adversely affected if we do not continue to succeed in the highly competitive IDT market.

Sales of our Integrated Digital Telephony (IDT) products comprised 91% of our total revenues for the third quarter of 2005. Specifically, sales of our 2.4GHz and 5.8GHz products comprised 75% of our total revenues for the third quarter of 2005. We expect that our 2.4GHz and 5.8GHz products, especially our 5.8GHz products, will continue to account for a substantial portion of our revenues for the remainder of 2005 and in future years. As a result, any adverse change in the digital IDT market or in our ability to compete and maintain our competitive position in that market would

harm our business, financial condition and results of operations. The IDT market is extremely competitive, and we expect that competition will only increase. Our existing and potential competitors in each of our markets include large and emerging domestic and foreign companies, many of which have significantly greater financial, technical, manufacturing, marketing, sale and distribution resources and management expertise than we do. It is possible that we may one day be unable to respond to increased price competition for IDT processors or other products through the introduction of new products or reduction of manufacturing costs. This inability would have a material adverse effect on our business, financial condition and results of operations. Likewise, any significant delays by us in developing, manufacturing or shipping new or enhanced products in this market also would have a material adverse effect on our business, financial condition and results of operations.

In addition, we believe new developments in the home residential market may adversely affect the revenues we derive from our IDT products. For example, the rapid deployment of new communication access methods, including mobile, wireless broadband, cable and other connectivity, may reduce the market for products using fixed-line telephony. This decrease in demand would reduce our revenues derived from, and unit sales of, our cordless telephony products.

Because our quarterly operating results may fluctuate significantly, the price of our common stock may decline.

Our quarterly results of operations may vary significantly in the future for a variety of reasons, many of which are outside our control, including the following:

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fluctuations in volume and timing of product orders;

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changes in demand for our products due to seasonal consumer buying patterns and other factors;

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timing of new product introductions by us, including our DECT products, our customers or competitors;

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changes in the mix of products sold by us or our competitors;

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fluctuations in the level of sales by our OEM customers and other vendors of end products incorporating our products;

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timing and size of expenses, including expenses to develop new products and product improvements;

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entry into new markets, including China, Korea, South America and the domestic Japanese market;

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mergers and acquisitions by us, our competitors, including the recent disposition by National Semiconductor Corporation of its DECT division, and existing and potential customers; and

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general economic conditions, including the changing economic conditions in the United States and worldwide.

Each of the above factors is difficult to forecast and could harm our business, financial condition and results of operations. Also, we sell our products to OEM customers that operate in consumer markets. As a result, our revenues are affected by seasonal buying patterns of consumer products sold by our OEM customers that incorporate our products and the market acceptance of such products supplied by our OEM customers. The fourth quarter in any given year is usually the strongest quarter for sales by our OEM customers in the consumer markets, and thus, our third quarter in any given year is usually the strongest quarter for revenues as our OEM customers request increased shipments of our products in anticipation of the increased activity in the fourth quarter. By contrast, the first quarter in any given year is usually the weakest quarter for us.

Our gross margins and profitability may be materially adversely affected by the continued decline in average selling prices of our products and other factors.

Sales of our IDT telephony products comprised 91% of our total revenues for the third quarter of 2005. We have experienced and continue to experience a decrease in the average selling prices of our IDT products. Decreasing average selling prices could result in decreased revenues even if the volume of products sold increases. Decreasing average selling prices may also require us to sell our products at much lower gross margin than in the past and reduce profitability.

Although we have to date been able to partially offset on an annual basis the declining average selling prices through manufacturing cost reductions by achieving a higher level of product integration and improving our yield percentages, there is no guarantee that our ongoing efforts will be successful or that they will keep pace with the anticipated, continued decline in average selling prices of our IDT processors. As an example, our gross profit for the first three quarters of 2005 was 46% and our current estimate is that our gross profit in 2006 will be in the range of 41% to 45%. In addition to the continued decline in the average selling prices of our products, our gross profit may decrease in the future due to other factors, including the roll-out of new products in any given period and the penetration of new markets which may require us to sell products at a lower margin, our failure to introduce new engineering processes, mix of products sold, increases in the pricing of silicon wafers, and increases in other production costs, including testing and assembly. As we are a fabless company, global market trends such as “over-capacity” problems so that there is a shortage of capacity to fulfill our fabrication needs also may increase our raw material costs and thus decrease our gross margin.

Because we depend on independent foundries to manufacture all of our integrated circuit products, we are subject to additional risks that may materially disrupt our business.

All of our integrated circuit products are manufactured by independent foundries. While these foundries have been able to adequately meet the demands of our increasing business, we are and will continue to be dependent upon these foundries to achieve acceptable manufacturing yields, quality levels and costs, and to allocate to us a sufficient portion of their foundry capacity to meet our needs in a timely manner.

A significant majority of our integrated circuit products at this time is manufactured by TSMC and tested and assembled at ASE. We have entered into a short-term supply arrangement with TSMC pursuant to which it is obligated to supply a specified amount of wafers to us for a specific period. We may incur charges to TSMC if we fail to utilize all the quantities of products reserved for us in accordance with this arrangement, which may increase our operating expenses and adversely affect our operating profit.

While we currently believe we have adequate capacity to support our current sales levels pursuant to our arrangement with our foundries, we may encounter capacity shortage issues in the future. In the event of a worldwide shortage in foundry capacity, we may not be able to obtain a sufficient allocation of foundry capacity to meet our product needs or we may incur additional costs to ensure specified quantities of products and services. Over-capacity at the current foundries we use, or future foundries we may use, to manufacture our integrated circuit products may lead to increased operating costs and lower gross margins. In addition, such a shortage could lengthen our products’ manufacturing cycle and cause a delay in the shipment of our products to our customers. This could ultimately lead to a loss of sales of our products, harm our reputation and competitive position, and our revenues could be materially reduced. Our business could also be harmed if our current foundries terminate their relationship with us and we are unable to obtain satisfactory replacements to fulfill customer orders on a timely basis and in a cost-effective manner.

In addition, as TSMC produces a significant portion of our integrated circuit products and ASE tests and assembles them, earthquakes, aftershocks or other natural disasters in Asia, or adverse changes in the political situation in Taiwan, could preclude us from obtaining an adequate supply of wafers to fill customer orders. Such events could harm our reputation, business, financial condition, and results of operations.

Because the manufacture of our products is complex, the foundries on which we depend may not achieve the necessary yields or product reliability that our business requires.

The manufacture of our products is a highly complex and precise process, requiring production in a highly controlled environment. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by a foundry could adversely affect the foundry’s ability to achieve acceptable manufacturing yields and product reliability. If the foundries we currently use do not achieve the necessary yields or product reliability, our ability to fulfill our customers’ needs could suffer. This could ultimately lead to a loss of sales of our products and have a negative effect on our gross margins and results of operations.

Furthermore, there are other significant risks associated with relying on these third-party foundries, including:

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risks due to the fact that we have reduced control over production cost, delivery schedules and product quality;

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less recourse if problems occur as the warranties on wafers or products supplied to us are limited; and

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increased exposure to potential misappropriation of our intellectual property.

As we depend on independent subcontractors, located in Asia, to assemble and test our semiconductor products, we are subject to additional risks that may materially disrupt our business.

Independent subcontractors, located in Asia, assemble and test our semiconductor products. Because we rely on independent subcontractors to perform these services, we cannot directly control our product delivery schedules or quality levels. Our future success also depends on the financial viability of our independent subcontractors. If the capital structures of our independent subcontractors weaken, we may experience product shortages, quality assurance problems, increased manufacturing costs, and/or supply chain disruption.

Moreover, the economic, market, social, and political situations in countries where some of our independent subcontractors are located are unpredictable, can be volatile, and can have a significant impact on our business because we may not be able to obtain product in a timely manner. Market and political conditions, including currency fluctuation, terrorism, political strife, war, labor disruption, and other factors, including natural or man-made disasters, adverse changes in tax laws, tariff, import or export quotas, power and water shortages, or interruption in air transportation, in areas where our independent subcontractors are located also could have a severe negative impact on our operating capabilities.

Because we have significant international operations, we may be subject to political, economic and other conditions relating to our international operations that could increase our operating expenses and disrupt our business.

Although the majority of end users of the consumer products that incorporate our products are located in the U.S., we are dependent on sales to OEM customers, located outside of the U.S., that manufacture these consumer products. We expect that international sales will continue to account for a significant portion of our net product sales for the foreseeable future. For example, export sales, primarily consisting of IDT speech processors shipped to manufacturers in Europe and Asia, including Japan and Asia Pacific, represented 99% of our total revenues for the third quarter of 2005. As a result, the occurrence of any negative international political, economic or geographic events could result in significant revenue shortfalls. These shortfalls could cause our business, financial condition and results of operations to be harmed. Some of the risks of doing business internationally include:

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unexpected changes in regulatory requirements;

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fluctuations in the exchange rate for the United States dollar;

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imposition of tariffs and other barriers and restrictions;

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burdens of complying with a variety of foreign laws;

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political and economic instability; and

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changes in diplomatic and trade relationships.

In order to sustain the future growth of our business, we must penetrate new markets and our new products, such as our DECT products, must achieve widespread market acceptance.

In order to increase our sales volume and expand our business, we must penetrate new markets and introduce new products. Although we are exploring opportunities to expand sales of our products in China, Korea, South America and the domestic Japanese market, there are no assurances that we will gain significant market share in those markets. To further expand our business, we introduced our new DECT product for the European market in 2004, and began delivering initial shipments of these chipsets to our first key customer in the second half of 2004. Our future growth is substantially dependent on our success in penetrating the European DECT market and the general market deployment and acceptance of our DECT products. Furthermore, there is a potential shift in the U.S. digital telephony market towards DECT products. However, there are no assurances that we can successfully develop and market new DECT products targeted at the U.S. market.

There are several emerging market trends that may challenge our ability to continue to grow our business.

We believe new technological developments in the home residential market may adversely affect our operating results. For example, the rapid deployment of new communication access methods, including mobile, wireless broadband, cable and other connectivity, as well as the projected lack of growth in products using fixed-line telephony would reduce our total revenues derived from, and unit sales of, cordless telephony products. Our ability to maintain our growth will depend on the expansion of our product lines to capitalize on the emerging access methods and on our success in developing and selling a portfolio of “system-on-a-chip” solutions that integrate video, voice, data and communication technologies in a wider multimedia market, as well as on our success in developing and selling DECT and video products. We cannot assure you that we will succeed in expanding our product lines, or develop and sell in a timely manner a portfolio of “system-on-a-chip” solutions.

One additional factor that could affect our results of operations is the potential shift in the U.S. digital telephony market towards DECT products. We were recently informed that at the conclusion of negotiations between the DECT Forum and the Federal Communications Commission (FCC), FCC authorized the use of the DECT frequency band in the U.S. This allows companies and private households to use the multifunctional DECT technology for various communications. As our DECT chipsets are in the early stage of deployment, we can provide no assurance that we can penetrate any emerging U.S. DECT market. The U.S. market is currently our dominant market. If we are unable to develop and market new DECT products to compete effectively in any emerging U.S. market against the introduction of new products by our competitors, our profits and results of operation may be materially adversely effected.

Because we have significant operations in Israel, we may be subject to political, economic and other conditions affecting Israel that could increase our operating expenses and disrupt our business.

Our principal research and development facilities are located in the State of Israel and, as a result, at September 30, 2005, 226 of our 293 employees were located in Israel, including 149 out of 200 of our research and development personnel. In addition, although we are incorporated in Delaware, a majority of our directors and executive officers are residents of Israel. Although substantially all of our sales currently are being made to customers outside of Israel, we are nonetheless directly influenced by the political, economic and military conditions affecting Israel. Any major hostilities involving Israel, or the interruption or curtailment of trade between Israel and its present trading partners, could significantly harm our business, operating results and financial condition.

Israel’s economy has been subject to numerous destabilizing factors, including a period of rampant inflation in the early to mid-1980s, low foreign exchange reserves, fluctuations in world commodity prices, military conflicts and civil unrest. In addition, Israel and companies doing business with Israel have been the subject of an economic boycott by the Arab countries since Israel’s establishment. Although they have not done so to date, these restrictive laws and policies may have an adverse impact on our operating results, financial condition or expansion of our business.

Since the establishment of the State of Israel in 1948, a state of hostility has existed, varying in degree and intensity, between Israel and the Arab countries. Although Israel has entered into various agreements with certain Arab countries and the Palestinian Authority, and various declarations have been signed in connection with efforts to resolve some of the economic and political problems in the Middle East, hostilities between Israel and some of its Arab neighbors have recently escalated and intensified. We cannot predict whether or in what manner these conflicts will be resolved. Our results of operations may be negatively affected by the obligation of key personnel to perform military service. In addition, certain of our officers and employees are currently obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called for active military duty at any time. Although we have operated effectively under these requirements since our inception, we cannot predict the effect of these obligations on the company in the future. Our operations could be disrupted by the absence, for a significant period, of one or more of our officers or key employees due to military service.

Our future profits may be diminished if the current Israeli tax benefits that we enjoy are reduced or withheld.

We receive certain tax benefits in Israel, particularly as a result of the “Approved Enterprise” status of our facilities and programs. To be eligible for tax benefits, we must meet certain conditions, relating principally to adherence to the investment program filed with the Investment Center of the Israeli Ministry of Industry and Trade and to periodic reporting obligations. Although we have met such conditions in the past, should we fail to meet such conditions in the future, we would be subject to corporate tax in Israel at the standard corporate tax rate (34% for 2005) and could be

required to refund tax benefits already received. We cannot assure you that such grants and tax benefits will be continued in the future at their current levels, if at all. The tax benefits under these investment plans expires starting in tax year 2005 through 2017. The termination or reduction of certain programs and tax benefits (particularly benefits available to us as a result of the Approved Enterprise status of our facilities and programs) or a requirement to refund tax benefits already received may have a material adverse effect on our business, operating results and financial condition.

Our failure, and the failure of our OEM customers, to obtain the necessary complementary components required to produce various products could diminish the sales of our products.

Our IDT speech processor products require external components, which are supplied by third-party manufacturers. Temporary fluctuations in the pricing and availability of these components could negatively impact sales of our IDT speech processors, which could in turn harm our business, financial condition and results of operations. In addition, some of the raw materials, components and subassemblies included in the end products manufactured by our OEM customers, who also incorporate our products, are obtained from a limited group of suppliers. Supply disruptions, shortages or termination of any of these sources associated with the manufacturing processes of our OEM customers could have an adverse effect on our business and results of operations due to a delay or discontinuance of orders for our products by our OEM customers until those necessary components are available for their end products.

We may engage in future acquisitions that could dilute our stockholders’ equity and harm our business, results of operations and financial condition.

We have pursued, and will continue to pursue, growth opportunities through internal development and acquisition of complementary businesses, products and technologies. We are unable to predict whether or when any other prospective acquisition will be completed. The process of integrating an acquired business may be prolonged due to unforeseen difficulties and may require a disproportionate amount of our resources and management’s attention. We cannot assure you that we will be able to successfully identify suitable acquisition candidates, complete acquisitions, integrate acquired businesses into our operations, or expand into new markets. Further, once integrated, acquisitions may not achieve comparable levels of revenues, profitability or productivity as our existing business or otherwise perform as expected. The occurrence of any of these events could harm our business, financial condition or results of operations. Future acquisitions may require substantial capital resources, which may require us to seek additional debt or equity financing.

Future acquisitions by us could result in the following, any of which could seriously harm our results of operations or the price of our stock:

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issuance of equity securities that would dilute our current stockholders’ percentages of ownership;

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large one-time write-offs;

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the incurrence of debt and contingent liabilities;

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difficulties in the assimilation and integration of operations, personnel, technologies, products and information systems of the acquired companies;

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diversion of management’s attention from other business concerns;

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contractual disputes;

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risks of entering geographic and business markets in which we have no or only limited prior experience; and

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potential loss of key employees of acquired organizations.

Third party claims of infringement or other claims against us could adversely affect our ability to market our products, require us to redesign our products or seek licenses from third parties, and seriously harm our operating results and disrupt our business.

As is typical in the semiconductor industry, we have been and may from time to time be notified of claims that we may be infringing patents or intellectual property rights owned by third parties. For example, in a lawsuit against Microsoft Corporation, AT&T asserted that our TrueSpeech 8.5 algorithm includes certain elements covered by a patent held by AT&T. AT&T sued Microsoft, one of our TrueSpeech 8.5 licensees, for infringement. We were not named in AT&T’s suit against Microsoft. If litigation becomes necessary to determine the validity of any third party claims, it could result in significant expense to us and could divert the efforts of our technical and management personnel, whether or not the litigation is determined in our favor.

If it appears necessary or desirable, we may try to obtain licenses for those patents or intellectual property rights that we are allegedly infringing. Although holders of these types of intellectual property rights commonly offer these licenses, we cannot assure you that licenses will be offered or that the terms of any offered licenses will be acceptable to us. Our failure to obtain a license for key intellectual property rights from a third party for technology used by us could cause us to incur substantial liabilities and to suspend the manufacturing of products utilizing the technology.

Alternatively, we could be required to expend significant resources to develop non-infringing technology. We cannot assure you that we would be successful in developing non-infringing technology.

We may not be able to adequately protect or enforce our intellectual property rights, which could harm our competitive position.

Our success and ability to compete is in part dependent upon our internally-developed technology and other proprietary rights, which we protect through a combination of copyright, trademark and trade secret laws, as well as through confidentiality agreements and licensing arrangements with our customers, suppliers, employees and consultants. In addition, we have filed a number of patents in the United States and in other foreign countries with respect to new or improved technology that we have developed. However, the status of any patent involves complex legal and factual questions, and the breadth of claims allowed is uncertain. Accordingly, we cannot assure you that any patent application filed by us will result in a patent being issued, or that the patents issued to us will not be infringed by others. Also, our competitors and potential competitors may develop products with similar technology or functionality as our products, or they may attempt to copy or reverse engineer aspects of our product line or to obtain and use information that we regard as proprietary. Moreover, the laws of certain countries in which our products are or may be developed, manufactured or sold, including Hong Kong, Japan and Taiwan, may not protect our products and intellectual property rights to the same extent as the laws of the United States. Policing the unauthorized use of our products is difficult and may result in significant expense to us and could divert the efforts of our technical and management personnel. Even if we spend significant resources and efforts to protect our intellectual property, we cannot assure you that we will be able to prevent misappropriation of our technology. Use by others of our proprietary rights could materially harm our business and expensive litigation may be necessary in the future to enforce our intellectual property rights.

Our operating results may fluctuate significantly due to the cyclicality of the semiconductor industry, which could adversely affect the market price of our common stock.

We operate in the semiconductor industry, which is cyclical and subject to rapid technological change and evolving industry standards. From time to time, the semiconductor industry has experienced significant downturns such as the one we experienced during the 2000 and 2001 periods and from which the industry is slowly recovering. These downturns are characterized by diminished product demand, excess customer inventories, accelerated erosion of prices and excess production capacity. These factors could cause substantial fluctuations in our revenues and in our results of operations. The downturn we experienced during the 2000 and 2001 periods was, and future downturns in the semiconductor industry may be, severe and prolonged. Also the slow recovery from the downturn during the 2000 and 2001 periods and the failure of this industry to fully recover from the current downturn could seriously impact our revenue and harm our business, financial condition and results of operations. The semiconductor industry also periodically experiences increased demand and production capacity constraints, which may affect our ability to ship products in future periods. Our quarterly results may vary significantly as a result of the general conditions in the semiconductor industry, which could cause our stock price to decline.

Because our products are complex, the detection of errors in our products may be delayed, and if we deliver products with defects, our credibility will be harmed, the sales and market acceptance of our products may decrease and product liability claims may be made against us.

Our products are complex and may contain errors, defects and bugs when introduced. If we deliver products with errors, defects or bugs, our credibility and the market acceptance and sales of our products could be significantly harmed. Furthermore, the nature of our products may also delay the detection of any such error or defect. If our products contain errors, defects and bugs, then we may be required to expend significant capital and resources to alleviate these problems. This could result in the diversion of technical and other resources from our other development efforts. Any actual or perceived problems or delays may also adversely affect our ability to attract or retain customers. Furthermore, the existence of any defects, errors or failures in our products could lead to product liability claims or lawsuits against us or against our customers. We generally provide our customers with a standard warranty for our products, generally lasting one year from the date of purchase. Although we attempt to limit our liability for product defects to product replacements, we may not be successful, and customers may sue us or claim liability for the defective products. A successful product liability claim could result in substantial cost and divert management’s attention and resources, which would have a negative impact on our financial condition and results of operations.

Our executive officers and key personnel are critical to our business, and because there is significant competition for personnel in our industry, we may not be able to attract and retain such qualified personnel.

Our success depends to a significant degree upon the continued contributions of our executive management team, and our technical, marketing, sales customer support and product development personnel. The loss of significant numbers of such personnel could significantly harm our business, financial condition and results of operations. We do not have any life insurance or other insurance covering the loss of any of our key employees. Because our products are specialized and complex, our success depends upon our ability to attract, train and retain qualified personnel, including qualified technical, marketing and sales personnel. However, the competition for personnel is intense and we may have difficulty attracting and retaining such personnel.

We are exposed to fluctuations in currency exchange rates.

A significant portion of our business is conducted outside the United States. Export sales to manufacturers in Europe and Asia, including Japan and Asia Pacific, represented 99% of our total revenues in the first three quarters of 2005. Although most of our revenue and expenses are transacted in U.S. dollars, we may be exposed to currency exchange fluctuations in the future as business practices evolve and we are forced to transact business in local currencies. Moreover, part of our expenses in Israel are paid in Israeli currency, which subjects us to the risks of foreign currency fluctuations between the U.S. dollar and the New Israeli Shekel (NIS) and to economic pressures resulting from Israel’s general rate of inflation. Our primary expenses paid in NIS are employee salaries and lease payments on our Israeli facilities. As a result, an increase in the value of Israeli currency in comparison to the U.S. dollar could increase the cost of our technology development, research and development expenses and general and administrative expenses. From time to time, we use derivative instruments in order to minimize the effects of currency fluctuations, but our hedging positions may be partial, may not exist at all in the future or may not succeed in minimizing our foreign currency fluctuation risks.

Because the markets in which we compete are subject to rapid changes, our products may become obsolete or unmarketable.

The markets for our products and services are characterized by rapidly changing technology, short product life cycles, evolving industry standards, changes in customer needs, demand for higher levels of integration, growing competition and new product introductions. Our future growth is dependent not only on the continued success of our existing products but also successful introduction of new products as some of our existing products, such as 900MHz, experienced decreased sales. Revenues from our 2.4 GHz products decreased 13% during the three months ended September 30, 2005 as compared to the same period in 2004. Our ability to adapt to changing technology and anticipate future standards, and the rate of adoption and acceptance of those standards, will be a significant factor in maintaining or improving our competitive position and prospects for growth. If new industry standards emerge, our products or our customers’ products could become unmarketable or obsolete, and we could lose market share. We may also have to incur substantial unanticipated costs to comply with these new standards. If our product development and improvements take longer than planned, the availability of our products would be delayed. Any such delay may render our products obsolete or unmarketable, which would have a negative impact on our ability to sell our products and our results of operations.

Because of changing customer requirements and emerging industry standards, we may not be able to achieve broad market acceptance of our products. Our success is dependent, in part, on our ability to:

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successfully develop, introduce and market new and enhanced products at competitive prices and in a timely manner in order to meet changing customer needs;

•

convince leading OEMs to select our new and enhanced products for design into their own new products;

•

respond effectively to new technological changes or new product announcements by others;

•

effectively use and offer leading technologies; and

•

maintain close working relationships with our key customers.

We cannot be sure that we will be successful in these pursuits, that the growth in demand will continue or that our products will achieve market acceptance. Our failure to develop and introduce new products that are compatible with industry standards and that satisfy customer requirements, and the failure of our products to achieve broad market acceptance, could have a negative impact on our ability to sell our products and our results of operations.

Because the markets in which we compete are highly competitive, and many of our competitors have greater resources than we do, we cannot be certain that our products will be accepted in the marketplace or capture market share.

The markets in which we operate are extremely competitive and characterized by rapid technological change, evolving standards, short product life cycles and price erosion. We expect competition to intensify as current competitors expand their product offerings and new competitors enter the market. Given the highly competitive environment in which we operate, we cannot be sure that any competitive advantages enjoyed by our current products would be sufficient to establish and sustain our new products in the market. Any increase in price or competition could result in the erosion of our market share, to the extent we have obtained market share, and would have a negative impact on our financial condition and results of operations.

In each of our business activities, we face current and potential competition from competitors that have significantly greater financial, technical, manufacturing, marketing, sales and distribution resources and management expertise than we do. These competitors may also have pre-existing relationships with our customers or potential customers. Further, in the event of a manufacturing capacity shortage, these competitors may be able to manufacture products when we are unable to do so. Our principal competitors in the cordless market include SiTel (formerly National Semiconductor), Philips, Oki Electronic, Micro Linear and Infineon. Our principal competitors in the VoP market include Broadcom, AudioCodes, Texas Instruments, Infineon and new Taiwanese IC vendors.

As discussed above, various new developments in the home residential market may require us to enter into new markets with competitors that have more established presence, and significantly greater financial, technical, manufacturing, marketing, sales and distribution resources and management expertise than we do. The expenditure of greater resources to expand our current product lines and develop a portfolio of “system-on-a-chip” solutions that integrate video, voice, data and communication technologies in a wider multimedia market may increase our operating expenses and reduce our gross profit. We cannot assure you that we will succeed in developing and introducing new products that are responsive to market demands.

We may experience difficulties in transitioning to smaller geometry process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries and increased expenses.

A growing trend in our industry is the integration of greater semiconductor content into a single chip to achieve higher levels of functionality. In order to remain competitive, we must achieve higher levels of design integration and deliver new integrated products on a timely basis. This will require us to expend greater research and development resources, and may require us to modify the manufacturing processes for some of our products, to achieve greater integration. We periodically evaluate the benefits, on a product-by-product basis, of migrating to smaller geometry process technologies to reduce our costs. Although this migration to smaller geometry process technologies has helped us to offset the declining average selling prices of our IDT products, this effort may not continue to be successful. Also,

because we are a fabless semiconductor company, we depend on our foundries to transition to smaller geometry processes successfully. We cannot assure you that our foundries will be able to effectively manage the transition. In case our foundries or we experience significant delays in this transition or fail to efficiently implement this transition, our business, financial condition and results of operations could be materially and adversely affected.

Newly adopted accounting standard that requires companies to expense stock options will result in a decrease in our earnings and our stock price may decline.

The Financial Accounting Standards Board recently adopted the previously proposed accounting standard that will eliminate the ability to account for share-based compensation transactions using the intrinsic method that we currently use and generally would require that such transactions be accounted for using a fair-value-based method and recognized as an expense in our consolidated statement of income. We will be required to record compensation expense for the unvested portion of previously granted awards that remain outstanding on the date of adoption of the new accounting standard. The new accounting standard is effective for fiscal periods beginning after June 15, 2005, so we are required to implement the standard no later than January 1, 2006. Currently, we generally only disclose such expenses on a pro forma basis in the notes to our annual consolidated financial statements in accordance with accounting principles generally accepted in the United States. The adoption of this new accounting standard will have a significant impact on our results of operations as our reported earnings will decrease significantly. Our stock price could decline in response to the perceived decline in our reported earnings.

Compliance with changing laws and regulations relating to corporate governance and public disclosure has resulted, and will continue to result, in the incurrence of additional expenses associated with being a public company.

New and changing laws and regulations, including the Sarbanes-Oxley Act of 2002, new SEC regulations and NASDAQ National Market Rules, impose stricter corporate governance requirements and greater disclosure obligations. They have had the effect of increasing the complexity and cost of our company’s corporate governance compliance, diverting the time and attention of our management from revenue-generating activities to compliance activities, and increasing the risk of personal liability for our board members and executive officers involved in our company’s corporate governance process. Our efforts to comply with evolving laws and regulations have resulted, and will continue to result, in increased general and administrative expenses, and increased professional and independent auditor fees. In addition, it may become more difficult and expensive for us to obtain director and officer liability insurance. Furthermore, in order to meet the new corporate governance and disclosure obligations, we have been taking, and will continue to take, steps to improve our controls and procedures and related corporate governance policies and procedures to address compliance issues and correct any deficiencies that we may discover. While we believe that the procedures and policies that we have in place are effective to address the New Sarbanes, NASDAQ and other regulatory requirements, the expansion of our operations and the growth of our business may require us to modify and expand our disclosure controls and procedures and related corporate governance policies. In addition, these new and changed laws and regulations are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. If our efforts to comply with new or changed laws and regulations differ from the conduct intended by regulatory or governing bodies due to ambiguities or varying interpretations of the law, we could be subject to regulatory sanctions, our reputation may be harmed and our stock price may be adversely affected.

Our certificate of incorporation and bylaws contain anti-takeover provisions that could prevent or discourage a third party from acquiring us.

Our certificate of incorporation and bylaws contain provisions that may prevent or discourage a third party from acquiring us, even if the acquisition would be beneficial to our stockholders. We have a staggered board, which means it will generally take two years to change the composition of our board. Our board of directors also has the authority to fix the rights and preferences of shares of our preferred stock and to issue such shares without a stockholder vote. We also have a rights plan in place. It is possible that these provisions may prevent or discourage third parties from acquiring us, even if the acquisition would be beneficial to our stockholders. In addition, these factors may also adversely affect the market price of our common stock, and the voting and other rights of the holders of our common stock.

Our stock price may be volatile so you may not be able to resell your shares of our common stock at or above the price you paid for them.

Announcements of developments related to our business, announcements by competitors, quarterly fluctuations in our financial results, changes in the general conditions of the highly dynamic industry in which we compete or the national economies in which we do business, and other factors could cause the price of our common stock to fluctuate, perhaps substantially. In addition, in recent years, the stock market has experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected companies. These factors and fluctuations could have a material adverse effect on the market price of our common stock.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk.”

ITEM 4.

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in this report.

There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, we may become involved in litigation relating to claims arising from our ordinary course of business activities. Also, as is typical in the semiconductor industry, we have been and may from time to time be notified of claims that we may be infringing patents or intellectual property rights owned by third parties. For example, in a lawsuit against Microsoft Corporation, AT&T asserted that our TrueSpeech 8.5 algorithm includes certain elements covered by a patent held by AT&T. AT&T sued Microsoft, one of our TrueSpeech 8.5 licensees, for infringement. We were not named in AT&T’s suit against Microsoft. We currently believe that there are no claims or actions pending or threatened against us, the ultimate disposition of which would have a material adverse effect on us.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth the information with respect to repurchases of our common stock during the three months ended September 30, 2005, in open market purchases.


Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
Month #1 (July 1, 2005 to July 30, 2005)	—		—	—	3,696,156
Month #2 (August 1, 2005 to August 31, 2005)	—		—	—	3,696,156
Month #3 (September 1, 2005 to September 30, 2005)	385,200	$	24.72	9,521,362	3,696,156
TOTAL	385,200	$	24.72	9,521,362	3,310,956	(2)

(1)

In July 2003, we announced that our Board of Directors had approved a share repurchase program, pursuant to which up to 2.5 million shares of our common stock may be repurchased. In October 2004, our Board of Directors approved an increase of 2.5 million shares available for repurchase. The repurchase program is being affected from time to time, depending on market conditions and other factors, through open market purchases and privately negotiated transactions. The repurchase program has no set expiration or termination date.

(2)	The number represents the number of shares of our common stock that remained available for repurchase pursuant to our Board’s authorizations as of September 30, 2005.

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its 2005 Annual Meeting of Stockholders on July 20, 2005. The following proposals were voted on by the Company stockholders and results obtained thereon:

Proposal 1: Election of Directors

The election of two Class II directors was approved as follows:


	In Favor	Against	Abstentions	Non-votes
Yair Seroussi	25,530,911	904,963	0	0
Yair Shamir	25,010,233	1,425,641	0	0

Continuing as directors after the meeting are Eliyahu Ayalon, Zvi Limon, Yair Seroussi, Yair Shamir, Louis Silver and Patrick Tanguy.

Proposal 2: Ratification of Appointment of Independent Auditors

Kost, Forer & Gabbay, a member of Ernst & Young Global, was ratified as the Company’s independent auditors for fiscal year 2005 with 24,269,743 in favor, 2,162,744 against, and 3,387 abstentions.

ITEM 6.

EXHIBITS


Exhibit 31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1		Certification of the Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.2		Certification of the Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this quarterly report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.


	DSP GROUP, INC. (Registrant)

Date: November 9, 2005	By:	/s/ MOSHE ZELNIK
		Moshe Zelnik, Vice President of Finance, Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)

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DSP (DSPG) 10-Q2005 Q3 Quarterly report

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