10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 10-K/A

(Amendment No. 1)

Mark One)

[x]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011
[ ]	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 001-33660

CLEARONE COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Utah	87-0398877
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification number)
5225 Wiley Post Way, Suite 500, Salt Lake City, Utah	84116
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code)  801-975-7200

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name on each exchange on which registered
Common Stock, $0.001 par value	The NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨Yes xNo

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨Yes xNo

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. xYes ¨No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). xYes ¨No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Larger Accelerated Filer ¨	Accelerated Filer ¨	Non-Accelerated Filer ¨	Smaller Reporting Company x
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨Yes xNo

The aggregate market value of the shares of voting common stock held by non-affiliates was approximately $34.6 million at June 30, 2011 (the Company's most recently completed second fiscal quarter), based on the $6.56 closing price for the Company’s common stock on the NASDAQ Capital Market on such date. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.

The number of shares of ClearOne common stock outstanding as of March 28, 2012 was 9,098,152.

EXPLANATORY NOTE

ClearOne Communications, Inc., (the “Company) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to amend our Annual Report on Form 10-K for the year ended December 31, 2011, as filed with the Securities and Exchange Commission (“SEC”) on April 2, 2012 (the “Original Filing”). This Amendment No. 1 is filed to rectify the XBRL filings attached as Exhibits 101.INS, 101. SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE.

Except with respect to the foregoing, we have not modified or updated any of our prior disclosure made in our Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to our Original Filing.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1.Financial Statements: Financial statements set forth under Part II, Item 8 of the Annual Report on Form 10-K are filed in a separate section of this Form 10-K. See "Index to Consolidated Financial Statements" on page F-1 of the Original Filing.

2.Financial Statement Schedules: All schedules are omitted since they either are not required, not applicable or the information is presented in the accompanying consolidated financial statements and notes thereto.

3.Exhibits: The exhibits listed under the Index of exhibits below are filed or incorporated by reference as part of this Form 10-K/A.

INDEX TO EXHIBITS

Exhibit Number	Exhibit Description	Filed Herewith	Form	File Number	Exhibit	Filing Date
2.2	Agreement and Plan of Merger, dated as of November 3, 2009, by and among ClearOne Communications, Inc., Alta-Wasatch Acquisition Corporation, NetStreams, Inc., Austin Ventures VIII, L.P., and Kevin A. Reinis.		8-K	001-33660	2.2	11/09/09
3.1	Articles of Incorporation and amendments thereto		10-K	001-33660	3.1	09/10/08
3.2	Bylaws		10-K	001-33660	3.2	03/31/11
10.1	Employment Separation Agreement between ClearOne Communications, Inc. and Frances Flood, dated December 5, 2003*		10-K	000-17219	10.1	08/18/05
10.2	Employment Termination Agreement between ClearOne Communications, Inc. and Susie Strohm, dated December 5, 2003*		10-K	000-17219	10.1	08/18/05
10.3	1997 Employee Stock Purchase Plan		S-8	333-137859	4.9	10/06/06
10.4	1998 Stock Option Plan		S-8	333-137859	4.8	10/06/06
10.5	2007 Equity Incentive Plan		S-8	333-148789	4.7	01/22/08
10.6	Office Lease between Edgewater Corporate Park, LLC and ClearOne Communications, Inc. dated June 5, 2006		10-K	000-17219	10.19	09/14/06
10.7	Margin Loan Agreement between ClearOne Communications, Inc. and UBS Financial Services, Inc. dated September 10, 2008		8-K	001-33660	10.2	09/11/08
10.8	Manufacturing Services Agreement between Flextronics Industrial, Ltd. and ClearOne Communications, Inc. dated November 3, 2008		10-K	001-33660	10.21	10/13/09
10.9	Joinder to Loan and Security Agreement, dated as of November 3, 2009, by and between ClearOne Communications, Inc. and Square 1 Bank.		8-K	001-33660	10.23	11/09/09
10.10	Seventh Amendment to Loan and Security Agreement, dated as of November 3, 2009, by and between Square 1 Bank, ClearOne Communications, Inc., NetStreams Inc., and NetStreams, LLC.		8-K	001-33660	10.24	11/09/09
14.1	Code of Ethics, approved by the Board of Directors on August 23, 2006		10-K	000-17219	14.1	09/14/06

________________________________

*Constitutes a management contract or compensatory plan or arrangement.

Exhibit Number	Exhibit Description	Filed Herewith	Form	File Number	Exhibit	Filing Date
21.1	Subsidiaries of the registrant		10-K	001-33660	21.1	04/02/12
23.1	Consent of Jones Simkins P.C., Independent Registered Public Accounting Firm		10-K	001-33660	23.1	04/02/12
31.1	Section 302 Certification of Chief Executive Officer		10-K	001-33660	31.1	04/02/12
31.2	Section 302 Certification of Chief Financial Officer		10-K	001-33660	31.2	04/02/12
32.1	Section 906 Certification of Chief Executive Officer		10-K	001-33660	32.1	04/02/12
32.2	Section 906 Certification of Chief Financial Officer		10-K	001-33660	32.2	04/02/12
101.INS	XBRL Instance Document	X
101.SCH	XBRL Taxonomy Extension Schema	X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase	X
101.DEF	XBRL Taxonomy Extension Definitions Linkbase	X
101.LAB	XBRL Taxonomy Extension Label Linkbase	X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase	X

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CLEARONE COMMUNICATIONS, INC.

Registrant

/s/ Zeynep Hakimoglu

Zeynep Hakimoglu, President, Chief Executive Officer (Principal Executive Officer), and Chairman of the Board and Director

May 14, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Zeynep Hakimoglu	/s/ Narsi Narayanan
Zeynep Hakimoglu	Narsi Narayanan
President, Chief Executive Officer (Principal Executive Officer), and Chairman of the Board and Director May 14, 2012	Vice President of Finance (Principal Financial and Accounting Officer) May 14, 2012
/s/ E. Bryan Bagley	/s/ Brad R. Baldwin
E.Bryan Bagley	Brad R. Baldwin
Director May 14, 2012	Director May 14, 2012
/s/ Larry R. Hendricks	/s/ Scott M. Huntsman
Larry R. Hendricks	Scott M. Huntsman
Director May 14, 2012	Director May 14, 2012

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Intangible Assets, Goodwill and Other

12 Months Ended

Dec. 31, 2011

Intangible Assets, Goodwill and Other

Intangible Assets Disclosure [Text Block]

Intangible assets as of December 31, 2011 and 2010 consisted of the following:  

	Estimated	As of December 31,
	useful lives	2011	2010
Tradename	7 years	$                    435	$        435
Patents and Technological Know-how	10 years	2,070	2,070
Proprietary Software	3 to 5 years	394	215
In-process Research and Development	Indefinite	559	400
Other	5	49	49
		3,507	3,169
Accumulated Amortization		(817)	(424)
		$                 2,690	$     2,745

During the years ended December 31, 2011 and 2010, amortization of intangible assets were $393 and $350, respectively.

The estimated future amortization expense of intangible assets is as follows:

Years ending December 31,
	$     345
2013	307
2014	305
2015	305
2016	282
Thereafter	587
	$  2,131

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Business Combinations

12 Months Ended

Dec. 31, 2011

Business Combinations

Business Combination Disclosure [Text Block]

On September 6, 2011, the Company acquired substantially all the assets of MagicBox, Inc. through an asset purchase agreement.

MagicBox’s content management and control technology, along with its industry-leading database integration software are the perfect complement to ClearOne's StreamNet™ systems. The combined expertise of the two companies brings to the market, the only complete, end-to-end digital signage content management and IP streaming solution. MagicBox and ClearOne have complementary products for a broad spectrum of applications. One of the single-most challenging requirements for any digital signage provider is the ability to distribute content over a LAN while maintaining control and scheduling alignment. StreamNet technology delivers low-latency HD distribution over IP which is a perfect fit with MagicBox's content creation, scheduling, database integration and digital signage domain expertise.

Pursuant to the asset purchase agreement, the Company paid Magic Box, Inc. $980 in cash.

The fair value of identified assets and liabilities acquired and goodwill was as follows:

Accounts Receivable	$     81
Inventories	117
Other current assets	12
Accrued expenses	(4)
Property and equipment	9
Proprietary software	179
In-process research and development	159
Intangibles	338
Goodwill	427
	$   980

The goodwill of $427 is composed of expected synergies in utilizing MagicBox technology in ClearOne product offerings, reduction in future combined research and development expenses, and intangible assets including acquired workforce that do not qualify for separate recognition.

The goodwill balance of $427 related to the MagicBox acquisition is deductible for tax purposes.

The Company incurred $167 towards acquisition related expenses, all of which are categorized under General and Administrative expenses in the Consolidated Statement of  Operations for the period ended December 31, 2011.

Supplemental Pro Forma information

1)Actual Revenue of MagicBox from September 6, 2011 to December 31, 2011 was $353.

2)It is impracticable to provide actual earnings of MagicBox from September 6, 2011 to December 31, 2011 because (a) MagicBox operations have been substantially integrated with the rest of the operations of the Company and (b) separate accounting records are not maintained for MagicBox.

3)Revenue and earnings of 2010 of the combined entity as though the business combination occurred as of January 1, 2010 was approximately $42,850 and $2,461, respectively.

There were no material, nonrecurring pro forma adjustments directly attributable to the acquisition included in this supplemental Pro Forma information.

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ClearOne Communications, Inc. - Consolidated Statement of Operations (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Revenue, net	$ 46,067	$ 41,284
Cost of goods sold	18,522	16,643
Gross profit	27,545	24,641
Operating expense:
Sales and marketing	8,120	8,685
Research and product development	7,128	7,739
General and administrative	5,427	6,420
Proceeds from litigation	(3,702)	0
Total operating expenses	16,973	22,844
Operating income	10,572	1,797
Other income (expense), net	24	(104)
Income before income taxes	10,596	1,693
Provision (benefit) for income taxes	3,667	681
Net income	$ 6,929	$ 2,374
Basic Earnings per common shares	$ 0.77	$ 0.27
Diluted Earnings per common share (diluted)	$ 0.75	$ 0.27
Basic weighted average number of shares outstanding	9,027,934	8,929,305
Diluted weighted average Number of shares outstanding	9,271,811	8,942,929

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Organization - Nature of Operations

12 Months Ended

Dec. 31, 2011

Organization - Nature of Operations

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

ClearOne Communications, Inc., a Utah corporation, and its subsidiaries (collectively, the “Company”) develop, manufacture, market, and service a comprehensive line of audio conferencing products, which range from personal conferencing products to tabletop conferencing phones to professionally installed audio systems. The Company’s solutions create a natural communication environment, designed to save organizations time and money by enabling more effective and efficient communication between geographically separated businesses, employees, and customers

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2011

Accounting Policies

Significant Accounting Policies [Text Block]

Fiscal Year – This report on Form 10-K includes financial statements for the years ended December 31, 2011 and 2010.

Consolidation – These consolidated financial statements include the financial statements of ClearOne Communications, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation.

Pervasiveness of Estimates – The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Key estimates in the accompanying consolidated financial statements include, among others, revenue recognition, allowances for doubtful accounts and product returns, provisions for obsolete inventory, valuation of long-lived assets, and deferred income tax asset valuation allowances. Actual results could differ materially from these estimates.

Foreign Currency Translation –The results of operations for the Company’s foreign subsidiary in the United Kingdom are recorded by the subsidiary in the British Pound and remeasured in the U.S. Dollar. Assets and liabilities are translated into U.S. dollars at the exchange rate prevailing on the balance sheet date or the historical rate, as appropriate. Revenue and expenses are translated at average rates of exchange prevailing during the period. Upon making the translations to the U.S. Dollar, we concluded that as of the balance sheet date the impact of such re-measurements was immaterial and, as such, have been posted through our statement of operations as opposed to including them in other comprehensive income.

Concentration Risk – We depend on an outsourced manufacturing strategy for our products. We outsource the manufacture of all of our products to third-party manufacturers located in both the U.S. and Asia. If any of these manufacturers experience difficulties in obtaining sufficient supplies of components, component prices significantly exceeding the anticipated costs, an interruption in their operations, or otherwise suffer capacity constraints, we would experience a delay in shipping these products which would have a negative impact on our revenues. Should there be any disruption in services due to natural disaster, economic or political difficulties, transportation restrictions, acts of terror, quarantine or other restrictions associated with infectious diseases, or other similar events, or any other reason, such disruption would have a material adverse effect on our business. Operating in the international environment exposes us to certain inherent risks, including unexpected changes in regulatory requirements and tariffs, and potentially adverse tax consequences, which could materially affect our results of operations. Currently, we have no second source of manufacturing for a portion of our products.

Cash Equivalents – The Company considers all highly-liquid investments with a maturity of three months or less, when purchased, to be cash equivalents. The Company places its temporary cash investments with high-quality financial institutions. At times, such investments may be in excess of the Federal Deposit Insurance Corporation insurance limits.

Accounts Receivable – Accounts receivable are recorded at the invoiced amount. Generally, credit is granted to customers, on a short-term basis without requiring collateral, and as such these accounts receivable do not bear interest, although a finance charge may be applied to such receivables that are past due. The Company extends credit to customers who it believes have the financial strength to pay. The Company has in place credit policies and procedures, an approval process for sales returns and credit memos, and processes for managing and monitoring channel inventory levels.

The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. Management regularly analyzes accounts receivable including current aging, historical write-off experience, customer concentrations, customer creditworthiness, and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. If the assumptions that are used to determine the allowance for doubtful accounts change, the Company may have to provide for a greater level of expense in future periods or reverse amounts provided in prior periods.

The Company’s allowance for doubtful accounts activity for the years ended December 31, 2011 and 2010 was as follows:

	Year ended December 31,
	2011	2010
Balance at beginning of the year	$               206	$           103
Charged to costs and expenses	312	103
Deductions	(369)	-
Balance at end of the year	$               149	$           206

Inventories – Inventories are valued at the lower of cost or market, with cost computed on a first-in, first-out (“FIFO”) basis. In addition to the price of the product purchased, the cost of inventory includes the Company’s internal manufacturing costs including warehousing, engineering, material purchasing, quality and product planning expenses and applicable overhead, not in excess of estimated realizable value. Consideration is given to obsolescence, excessive levels, deterioration, direct selling expenses, and other factors in evaluating net realizable value.

Consigned inventory includes products that have been delivered to customers for which revenue recognition criteria have not been met.

The inventory also includes advance replacement units (valued at cost) provided by the Company to end-users to service defective products under warranty. The value of advance replacement units included in the inventory was $43 and $168, as of December 31, 2011 and 2010 respectively.

Property and Equipment – Property and equipment are stated at cost less accumulated depreciation and amortization. Expenditures that materially increase values or capacities or extend useful lives of property and equipment are capitalized. Routine maintenance, repairs, and renewal costs are expensed as incurred. Gains or losses from the sale, trade-in or retirement of property and equipment are recorded in current operations and the related book value of the property is removed from property and equipment accounts and the related accumulated depreciation and amortization accounts.

Estimated useful lives are generally two to ten years. Depreciation and amortization are calculated over the estimated useful lives of the respective assets using the straight-line method. Leasehold improvement amortization is computed using the straight-line method over the shorter of the lease term or the estimated useful life of the related assets.

Goodwill and Intangible Assets –Intangible assets acquired in a purchase business combination are amortized over their useful lives unless these lives are determined to be indefinite. Intangible assets are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets, which are generally three to ten years. Goodwill represents the excess of costs over the fair value of net assets of businesses acquired. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized. In accordance with the provisions of FASB ASC Topic 350, Intangibles – Goodwill and Other, the Company tests goodwill and other intangible assets with indefinite lives for impairment at least annually at the beginning of the fourth quarter, or sooner if a triggering event occurs suggesting possible impairment of the values of these assets. Impairment testing for these assets involves a two-step process. In the first step, the fair value of the reporting unit holding the assets is compared to its carrying amount. If the carrying amount of the reporting unit exceeds its fair value, the second step of the impairment test is performed to measure the amount of the impairment loss, if any. In the second step, the fair market value of the reporting unit is allocated to all of its assets and liabilities including intangible assets with indefinite lives. The excess, if any, of the fair market value of the reporting unit over the sum of the fair market values allocated to identified assets and liabilities is the value of goodwill to be compared to its carrying value (See Note 3 – Business Combinations, Goodwill and Intangibles). ClearOne and all of its subsidiaries are considered as one reporting unit for this purpose.

Impairment of Long-Lived Assets – Long-lived assets, such as property, equipment, and definite-lived intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated future undiscounted net cash flows of the related asset or group of assets over their remaining lives. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the estimated fair value of the asset. Impairment of long-lived assets is assessed at the lowest levels for which there are identifiable cash flows that are independent of other groups of assets. The impairment of long-lived assets requires judgments and estimates. If circumstances change, such estimates could also change.

Revenue Recognition – Product revenue is recognized when (i) the products are shipped, (ii) persuasive evidence of an arrangement exists, (iii) the price is fixed and determinable, and (iv) collection is reasonably assured.

The Company provides a right of return on product sales to major distributors and other resellers under a product rotation program. Under this seldom used program, once a quarter a distributor or reseller is allowed to return products purchased during the prior 180 days for a total value generally not exceeding 15% of the distributor or reseller’s net purchases during the preceding quarter. The distributor is, however, required to place a new purchase order for an amount not less than the value of products returned under the stock rotation program. When products are returned, the associated revenue, cost of goods sold, inventory and accounts receivable originally recorded are reversed. When the new order is fulfilled, the revenue, associated cost of goods sold, inventory and accounts receivable are recorded and the product revenue is subject to the deferral analysis described below. In a small number of cases, the distributors are also permitted to return the products for other business reasons.

Revenue from product sales to distributors is not recognized until the return privilege has expired or until it can be determined with reasonable certainty that the return privilege has expired, which approximates when product is sold-through to customers of the Company’s distributors (dealers, system integrators, value-added resellers, and end-users) rather than when the product is initially shipped to a distributor. At each quarter-end, the Company evaluates the inventory in the channel through information provided by our distributors. The level of inventory in the channel will fluctuate up or down, each quarter, based upon our distributors’ individual operations. Accordingly, each quarter-end, the deferral for revenue and associated cost of goods sold are calculated and recorded based upon the actual channel inventory reported at quarter-end. Further, with respect to distributors and other channel partners not reporting the channel inventory, the revenue and associated cost of goods sold are deferred until the Company receives payment for the product sales made to such distributors or channel partners.

The amount of deferred cost of goods sold is included in consigned inventory.

The details of deferred revenue and associated cost of goods sold and gross profit are as follows:

	As of December 31,
	2011	2010
Deferred Revenue	$            3,404	$       4,306
Deferred Cost of Goods Sold	1,199	1,742
Deferred Gross Profit	$            2,205	$       2,564

The Company offers rebates and market development funds to certain of its distributors, dealers/resellers, and end-users based upon the volume of product purchased by them. The Company records rebates as a reduction of revenue in accordance with GAAP.

The Company provides, at its discretion, advance replacement units to end-users on defective units of certain products under warranty. Since the purpose of these units is not revenue generating, the Company tracks the units due from the end-user, valued at retail price, until the defective unit has been returned, but no receivable balance is maintained on the Company’s balance sheet. The retail value of in-transit advance replacement units was $267 and $847 as of December 31, 2011 and 2010, respectively.

Sales and similar taxes - Taxes collected from customers and remitted to government authorities are reported on a net basis and thus excluded from revenues.

Shipping and Handling Costs – Shipping and handling billed to customers is recorded as revenue. Shipping and handling costs are included in cost of goods sold.

Warranty Costs – The Company accrues for warranty costs based on estimated warranty return rates and estimated costs to repair. Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty returns, and repair cost. The Company reviews the adequacy of its recorded warranty accrual on a quarterly basis.

The details of changes in the Company’s warranty accrual are as follows:

	Year ended December 31,
	2011	2010
Balance at the beginning of year	$               363	$           133
Accruals/additions	439	543
Usage	(335)	(313)
Balance at end of year	$               467	$           363

Advertising – The Company expenses advertising costs as incurred. Advertising expenses consist of trade shows, magazine advertisements, and other forms of media. Advertising expenses for the years ended December 31, 2011 and 2010, totaled $482 and $750, respectively, and are included under the caption “Sales and Marketing”.

Research and Product Development Costs – The Company expenses research and product development costs as incurred.

Income Taxes – The Company uses the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carry-forwards. These temporary differences will result in deductible or taxable amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided when it is more likely than not that some or all of the deferred tax assets may not be realized. The Company evaluates the realizability of its net deferred tax assets on a quarterly basis and valuation allowances are provided, as necessary. Adjustments to the valuation allowance increase or decrease the Company’s income tax provision or benefit. As of December 31, 2011, the Company had a valuation allowance of $1,066 against capital loss carryovers, and state research and development credits.

The Company follows the provisions contained in ASC Topic 740, Income Taxes. The Company recognizes the tax benefit from an uncertain tax position only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

Judgment is required in determining the provision for income taxes and related accruals, deferred tax assets and liabilities. In the ordinary course of business, there are transactions and calculations where the ultimate tax outcome is uncertain. Additionally, the Company’s tax returns are subject to audit by various tax authorities. Although the Company believes that its estimates are reasonable, actual results could differ from these estimates.

Earnings Per Share – The following table sets forth the computation of basic and diluted earnings per common share:

	Year ended December 31,
	2011	2010
Numerator:
Net income	$              6,929	$         2,374
Denominator:
Basic weighted average shares	9,027,934	8,929,305
Dilutive common stock equivalents using treasury stock method	243,877	13,624
Diluted weighted average shares	9,271,811	8,942,929
Basic earnings per common share:	$                0.77	$           0.27
Diluted earnings per common share:	$                0.75	$           0.27

Options to purchase a weighted-average of 893,343 and 1,233,655 shares of common stock were outstanding during the year ended December 31, 2011 and 2010 respectively, but were not included in the computation of diluted earnings per share as the effect would be anti-dilutive.

Share-Based Payment – The Company applies FASB ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 establishes standards for the accounting of transactions in which an entity exchanges its equity instruments for goods or services. Primarily, ASC Topic 718 focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

ASC Topic 718 requires the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the awards – the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Therefore, if an employee does not ultimately render the requisite service, the costs associated with the unvested options will not be recognized.

Effective July 1, 2005, the Company adopted guidelines included in ASC Topic 718 and its fair value recognition provisions using the modified prospective transition method. Under this transition method, stock-based compensation cost recognized after July 1, 2005 includes the straight-line basis compensation cost for (a) all share-based payments granted prior to July 1, 2005, but not yet vested, based on the grant date fair values used for the pro-forma disclosures under the original SFAS No. 123, and (b) all share-based payments granted or modified on or after July 1, 2005, in accordance with the provisions of ASC Topic 718. See Note 9 – Share-Based Payments for information about the Company’s various share-based compensation plans, the impact of adoption of ASC Topic 718, and the assumptions used to calculate the fair value of share-based compensation.

If assumptions change in the application of ASC Topic 718 in future periods, the stock-based compensation cost ultimately recorded under ASC Topic 718 may differ significantly from what was recorded in the current period.

Recent Accounting Pronouncements

After evaluating the recent accounting pronouncements through the date of this filing, the Company has concluded that application of these pronouncements will have no material impact on the Company’s financial results.

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ClearOne Communications, Inc. - Consolidated Balance Sheets (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2011	Dec. 31, 2010
Assets, Current
Cash and Cash Equivalents	$ 16,683	$ 11,431
Receivables net of allowance for doubtful accounts	8,457	9,951
Inventory, Net	12,565	8,780
Deferred Tax Assets, Gross, Current	2,987	3,389
Prepaid Expenses and Other Assets, Current	740	446
Total current assets	41,432	33,997
Assets, Noncurrent
Long-term inventories, net	1,905	2,617
Property and Equipment, net	2,338	2,965
Goodwill	1,153	726
Deferred income taxes, Noncurrent	0	913
Other Assets, Noncurrent	41	18
Assets	49,559	43,981
Liabilities, Current
Accounts Payable, Current	2,814	2,362
Accrued Liabilities, Current	2,534	4,573
Deferred Revenue	3,404	4,306
Liabilities, Current	8,752	11,241
Liabilities, Noncurrent
Deferred income taxes, Noncurrent	101	0
Deferred Compensation Liability, Classified, Noncurrent	494	584
Other Liabilities, Noncurrent	548	421
Liabilities	9,895	12,246
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest
Common Stock, Value, Issued	9	9
Additional Paid in Capital	40,073	39,073
Accumulated Deficit	(418)	(7,347)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	39,664	31,735
Stockholders' Equity, Number of Shares, Par Value and Other Disclosures
Common Stock, Shares Authorized	50,000,000	50,000,000
Common Stock, Shares Issued	9,098,152	8,929,439
Common Stock, Shares Outstanding	9,098,152	8,929,439
Liabilities and Equity	$ 49,559	$ 43,981

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Income Taxes

12 Months Ended

Dec. 31, 2011

Income Taxes

Income Tax Disclosure [Text Block]

Income (loss) before income taxes consisted of the following: 

	Year ended December 31,
	2011	2010
U.S.	$          10,318	$       1,381
Non U.S.	278	312
Total	$          10,596	$       1,693

The benefit (provision) for income taxes consisted of the following:

	Year ended December 31,
	2011	2010
Current:
U.S. Federal	$          (2,106)	$           695
U.S. State	(99)	(29)
Non-U.S.	(46)	(49)
Total current	$          (2,251)	$           617
Deferred:
U.S. Federal	$          (1,271)	$             83
U.S. State	(23)	45
Deferred Provision before change in valuation allowance	(1,294)	128
Change in valuation allowance	(122)	(64)
Total deferred	$          (1,416)	$             64
(Provision) benefit for income taxes	$          (3,667)	$           681

The following table presents the principal reasons for the difference between the actual effective income tax rate and the expected U.S. federal statutory income tax rate of 34.0 percent on income:

	Year ended December 31,
	2011	2010
U.S. federal statutory income tax rate at 34.0 percent	$          (3,603)	$         (576)
State income tax provision, net of federal income tax effect	(162)	(44)
ASC Topic 718 compensation expense	14	(42)
Research and development credit	316	331
Foreign earnings or losses taxed at different rates	48	57
Uncertain tax positions	(127)	811
Non-deductible items and other	(153)	124
Change in valuation allowance	-	20
Tax (provision) benefit	$          (3,667)	$           681

 Deferred income taxes are determined based on the differences between the financial reporting and income tax bases of assets and liabilities using enacted income tax rates expected to apply when the differences are expected to be settled or realized. Significant components of the net U.S. deferred income tax assets and (liabilities) were as follows:

	As of December 31, 2011		As of December 31, 2010
	Current	Long-term	Current	Long-term
Deferred revenue	$     860	$             -	$ 1,000	$          -
Basis difference in intangible assets	-	(580)	-	(649)
Inventory reserve	1,598	-	1,537	-
Net operating loss carryforwards	-	364	-	460
Accumulated research and development credits	-	1,033	-	1,317
Alternative minimum tax credits	-	-	-	409
Accrued liabilities	182		597	-
Non-deductible ASC 718 compensation expense	-	742	-	744
Allowance for sales returns and doubtful accounts	56	-	73	-
Difference in property and equipment basis	-	(646)	-	(450)
Other	291	52	182	26
Total net deferred income tax asset	2,987	965	3,389	1,857
Less: Valuation allowance	-	(1,066)	-	(944)
Net deferred income tax asset (liability)	$ 2,987	$      (101)	$ 3,389	$     913

The Company has not provided for U.S. deferred income taxes or foreign withholding taxes on undistributed earnings of its non-U.S. subsidiary located in Hong Kong since these earnings are intended to be reinvested indefinitely in operations in Hong Kong, in accordance with guidelines contained in ASC Topic 740, Accounting for Income Taxes.  It is not practical to estimate the amount of additional taxes that might be payable on such undistributed earnings.  For other non-U.S. subsidiaries the Company provides for U.S. deferred income taxes or foreign withholding taxes on undistributed earnings.  As of December 31, 2011 there were no significant earnings on which to provide U.S. taxes.

In accordance with ASC Topic 740, the Company analyzed its valuation allowance at December 31, 2011 and determined that, based upon available evidence, it is more likely than not that certain of its deferred tax assets may not be realized and, as such, has established a valuation allowance against certain deferred tax assets.  These deferred tax assets include capital loss carryovers and state research and development credits.  

As of December 31, 2011, the Company had state research credit carryforwards of $1,033,which will begin to expire in 2016 if not utilized.  The Company has federal net operating loss (“NOL”) carryforwards of approximately $1,070.  The federal NOL carryforwards will begin to expire in 2028.  

The Company adopted the provisions of Topic 740 related to uncertain tax positions on July 1, 2007.  This interpretation clarifies the accounting for uncertain tax positions and requires companies to recognize the impact of a tax position in their financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position.

The total liability for unrecognized tax benefits at December 31, 2011 and 2010, including temporary tax differences, was $548 and $421, respectively, of which $548 and $421, respectively, would favorably impact our effective tax rate if recognized.  As of December 31, 2011 and 2010, we accrued $24 and $17, respectively, in interest and penalties related to unrecognized tax benefits.  We account for interest expense and penalties for unrecognized tax benefits as part of our income tax provision.  We do not anticipate that unrecognized tax benefits will significantly increase or decrease within 12 months of the reporting date.

During the twelve month period ended December 31, 2011, we increased our liability for unrecognized tax benefits by $127.  This increase in our unrecognized tax benefits is mainly a result of utilizing certain tax attributes for which we typically record an unrecognized tax benefit.  We recorded an unrecognized tax benefit related to the lapse of applicable statute of limitations of $22 which favorably impacted our effective tax rate.  We also added $229 which had an unfavorable impact on our effective tax rate. We recorded an unrecognized tax benefit of $88 related to changes in position regarding federal research and development credits.

During the twelve month period ended December 31, 2010, we decreased our liability for unrecognized tax benefits by $883.  This decrease in our unrecognized tax benefits is mainly a result of a settlement with taxing authorities on the utilization of certain tax attributes for which we typically record an unrecognized tax benefit.  We recorded a benefit related to the settlement of $937, of which $864 favorably impacted our effective tax rate.  We also recorded an unrecognized tax benefit related to the lapse of applicable statute of limitations of $99, of which $99 favorably impacted our effective tax rate.  We also added $220 to our liability for unrecognized tax benefits, of which $220 had an unfavorable impact on our effective tax rate.

Although we believe our estimates are reasonable, we can make no assurance that the final tax outcome of these matters will not be different from that which we have reflected in our historical income tax provisions and accruals. Such difference could have a material impact on our income tax provision and operating results in the period in which we make such determination.

A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax positions is as follows:

	Year ended December 31,
	2011	2010
Unrecognized tax benefits, beginning balance	$               404	$       1,220
Tax positions taken in a prior period:
Gross increases	-	-
Gross decreases	(88)	-
Tax positions taken in the current period:
Gross increases	229	220
Gross decreases	-	-
Settlements with taxing authorities	-	(937)
Lapse of applicable statute of limitations	(22)	(99)
Unrecognized tax benefits, ending balance	523	404

The Company’s U.S. federal income tax returns for 2008 through 2011 are open tax years.  The Company also files in various state and foreign jurisdictions. With few exceptions, the Company is no longer subject to federal, state, or non-U.S. income tax examinations by tax authorities for years prior to 2007.  The Company completed its audit by the Internal Revenue Service (“IRS”) for its 2007 tax return in 2010.  As a result of the audit by the IRS, there were no material adjustments made to the Company’s tax return.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2011
Document and Entity Information
Entity Registrant Name	CLEARONE COMMUNICATIONS INC
Document Type	10-K
Document Period End Date	Dec. 31, 2011
Amendment Flag	true
Entity Central Index Key	0000840715
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	9,098,152
Entity Public Float	$ 24,824,500
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY
Amendment Description	Software error

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Geographic Sales Information

12 Months Ended

Dec. 31, 2011

Geographic Sales Information

Disclosure on Geographic Areas, Description of Revenue from External Customers

The United States was the only country to contribute more than 10 percent of total revenues in each fiscal year. The Company’s revenues are substantially denominated in U.S. dollars and are summarized geographically as follows:

	Year ended December 31,
	2011	2010
United States	$          29,220	$     26,123
All other countries	16,847	15,161
Total	$          46,067	$     41,284

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ClearOne Communications, Inc. - Consolidated Statement of Shareholders' Equity (USD $) In Thousands, except Share data	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2009	$ 9	$ 38,810	$ (9,721)	$ 29,098
Shares, Outstanding at Dec. 31, 2009	8,929,134
Stock Issued During Period, Shares, Employee Stock Purchase Plans	305
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest			2,374	2,374
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2010	9	39,073	(7,347)	31,735
Shares, Outstanding at Dec. 31, 2010	8,929,439
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures	168,514
Stock Issued During Period, Shares, Employee Stock Purchase Plans	199
Adjustment to Additional Paid in Capital, Income Tax Effect from Share-based Compensation, Net		66		66
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest			6,929	6,929
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest at Dec. 31, 2011	$ 9	$ 40,073	$ (418)	$ 39,664
Shares, Outstanding at Dec. 31, 2011	9,098,152

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Leases and Deferred Rent

12 Months Ended

Dec. 31, 2011

Leases and Deferred Rent

Leases of Lessee Disclosure [Text Block]

Rental expense is recognized on a straight-line basis. Rental expense, which was composed of minimum payments under operating lease obligations, was $762 and $885 for the years ended December 31, 2011 and 2010, respectively.

We currently occupy a 31,279 square-foot facility in Salt Lake City, Utah under the terms of an operating lease expiring in May 2016 which supports our principal administrative, sales, marketing, customer support, and research and product development facility.

We occupy a 40,000 square-foot warehouse in Salt Lake City under the terms of an operating lease expiring in December 2017 which serves as our primary inventory fulfillment and repair center. Our earlier lease for the 23,712 square-foot warehouse in Salt Lake City terminated in January 2012.

The Company currently leases a warehouse measuring approximately 5,600 square-feet in Hong Kong under an operating lease that expires in February 2014. This warehouse is maintained to support the Company’s partners and customers located in the Asia-Pacific region.

Future minimum lease payments under noncancellable operating leases with initial terms of one year or more are as follows:

Years ending Dec, 31,
2012	$               655
2013	682
2014	702
2015	737
2016	410
Thereafter	173
Total minimum lease payments	$            3,359

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Property and Equipment

12 Months Ended

Dec. 31, 2011

Property and Equipment

Property, Plant and Equipment Disclosure [Text Block]

Major classifications of property and equipment and estimated useful lives are as follows:

	Estimated	As of December 31,
	useful lives	2011	2010
Office furniture and equipment	3 to 10 years	$                 9,627	$      9,583
Leasehold improvements	1 to 6 years	1,392	1,381
Manufacturing and test equipment	2 to 10 years	2,590	2,417
		13,609	13,381
Accumulated depreciation and amortization		(11,271)	(10,416)
Property and equipment, net		$                 2,338	$      2,965

Depreciation expense for the years ended December 31, 2011 and 2010 was $892 and $969, respectively.

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Subsequent Events

12 Months Ended

Dec. 31, 2011

Subsequent Events

Subsequent Events [Text Block]

The Company acquired substantially all of the assets of VCON Video Conferencing, Ltd., a company incorporated in Israel (“VCON”). The Company entered into an Asset Purchase Agreement on January 26, 2012 to buy all the assets including intellectual property, property and equipment and inventory for a consideration in the amount of $4,500 in cash, subject to working capital adjustment for any working capital exceeding the targeted amount of $250. The acquisition closed on February 16, 2012 and $4,600 was paid towards the acquisition.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date:

Property and Equipment	$                 70
Product Warranty Liability	(8)
Inventory	320
Tradename	500
Patents & Technological know-how	2,300
Proprietary Software	700
Goodwill	750
	$            4,632

The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is waiting for additional information necessary to finalize those fair values. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date.

The amount of goodwill deductible for tax purposes is $750. The goodwill of $750 is comprised of expected synergies in utilizing VCON technology in ClearOne products and vice versa, reduction in combined research and product development expenses, and intangible assets including acquired workforce that do not qualify for separate recognition.

With this acquisition, ClearOne is now well positioned to expand its suite of solutions that it can offer to its customers.

The Company evaluated its Consolidated Financial Statements as of and for the year ended December 31, 2011 for subsequent events through the date the Financial Statements were issued. The Company is not aware of any other subsequent events which would require recognition or disclosure in the financial statements.

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Share Based Payments

12 Months Ended

Dec. 31, 2011

Share Based Payments

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

The Company’s share-based compensation primarily consists of the following plans:

As of December 31, 2011, the Company had two share-based compensation plans, one which was replaced on November 20, 2007, and one which became active on the same date. The plans are described below.

The Company’s 1998 Incentive Plan (the “1998 Plan”) had shares of common stock available for issuance to employees and directors. Through December 1999, 1,066,000 options were granted that would cliff vest after 9.8 years; however, such vesting was accelerated for 637,089 of these options upon meeting certain earnings per share goals through the fiscal year ended June 30, 2003. Subsequent to December 1999 and through June 2002, 1,248,250 options were granted that would cliff vest after 6.0 years; however, such vesting was accelerated for 300,494 of these options upon meeting certain earnings per share goals through the fiscal year ended June 30, 2005.

The Company also has a 2007 Equity Incentive Plan (the “2007 Plan”). Provisions of the 2007 Plan include the granting of up to 1,000,000 incentive and non-qualified stock options, stock appreciation rights, restricted stock and restricted stock units. Options may be granted to employees, officers, non-employee directors and other service providers and may be granted upon such terms as the Compensation Committee of the Board of Directors determines in their sole discretion.

Of the options granted subsequent to June 2002, all vesting schedules are based on 3 or 4-year vesting schedules, with either one-third or one-fourth vesting on the first anniversary and the remaining options vesting ratably over the remainder of the vesting term. Generally, directors and officers have 3-year vesting schedules and all other employees have 4-year vesting schedules. Additionally, in the event of a change in control or the occurrence of a corporate transaction, the Company’s Board of Directors has the authority to elect that all unvested options shall vest and become exercisable immediately prior to the event or closing of the transaction. All options outstanding as of December 31, 2011 had contractual lives of ten years. Under the 1998 Plan, 2,500,000 shares were authorized for grant. As of December 31, 2011, there were 706,615 options outstanding under the 1998 Plan, which includes the cliff vesting and 3 or 4-year vesting options discussed above. As of December 31, 2011 there were 454,318 options outstanding under the 2007 Plan.

The Company also has an Employee Stock Purchase Plan (“ESPP”). Employees can purchase common stock through payroll deductions of up to 10 percent of their base pay. Amounts deducted and accumulated by the employees are used to purchase shares of common stock on or about the first day of each month. The Company contributes to the account of the employee one share of common stock for every nine shares purchased by the employee under the ESPP.

The Company uses judgment in determining the fair value of the share-based payments on the date of grant using an option-pricing model with assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the risk-free interest rate of the awards, the expected life of the awards, the expected volatility over the term of the awards, the expected dividends of the awards, and an estimate of the amount of awards that are expected to be forfeited. The Company uses the Black-Scholes option pricing model to determine the fair value of share-based payments granted under the guidelines of ASC Topic 718.

In applying the Black-Scholes methodology to the options granted, the Company used the following assumptions:

	Year ended December 31,
	2011	2010
Risk-free interest rate, average	1.6%	2.2%
Expected option life, average	7.15 years	3.9 years
Expected price volatility, average	51.9%	51.6%
Expected dividend yield	0.0%	0.0%
Expected annual forfeiture rate	10.0%	10.0%

The risk-free interest rate is determined using the U.S. Treasury rate in effect as of the date of the grant, based on the expected life of the stock option. The expected life of the stock option is determined using historical data.

The expected price volatility is determined using a weighted average of daily historical volatility of the Company’s stock price over the corresponding expected option life. The Company does not currently intend to distribute any dividend payments to shareholders. Under guidelines of ASC Topic 718, the Company recognizes compensation cost net of an expected forfeiture rate and recognized the associated compensation cost for only those awards expected to vest on a straight-line basis over the underlying requisite service period. The Company estimated the forfeiture rates based on its historical experience and expectations about future forfeitures.

The following table shows the stock option activity:

	Number of Shares	Weighted Average Exercise Price
Outstanding at December 31, 2009	1,226,117	$          5.44
Granted	159,750	3.04
Expired and canceled	(145,041)	12.33
Forfeited prior to vesting	(22,000)	2.93
Exercised	-	-
Outstanding at December 31, 2010	1,218,826	4.35
Granted	156,611	5.29
Expired and canceled	(5,001)	5.66
Forfeited prior to vesting	(40,989)	3.18
Exercised	(168,514)	4.43
Outstanding at December 31, 2011	1,160,933	4.50
Exercisable	922,117	$          4.50

The following table summarizes information about stock options outstanding as of December 31, 2011:

	Options Outstanding			Options Exercisable
Exercise Price Range	Number of Shares	Weighted Average Exercise Price	Weighted Average Contractual Term (Years)	Options Exercisable	Weighted Average Exercise Price
$2.05 to $4.09	627,696	$       3.36	5.5 years	545,700	$      3.42
$4.10 to $6.13	210,626	5.17	6.2 years	105,417	5.55
$6.14 to $8.18	322,611	6.27	5.0 years	271,000	6.26
Total	1,160,933	$       4.50	5.5 years	922,117	$      4.50

The following table summarizes information about non-vested stock options outstanding as of December 31, 2011:

Non-vested Shares	Number of Shares	Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2010	252,091	$        1.39
Granted	156,611	2.85
Vested	(128,896)	1.39
Forfeited prior to vesting	(40,990)	1.63
Non-vested at December 31, 2011	238,816	$        2.31

As of December 31, 2011, the total compensation cost related to stock options not yet recognized and before the effect of any forfeitures was $511, which is expected to be recognized over approximately the next 3 years on a straight-line basis.

The weighted-average estimated grant date fair value of the stock options granted during the years ended December 31, 2011, and 2010 was $2.85 and $1.37 per share, respectively.

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Accrued Liabilities

12 Months Ended

Dec. 31, 2011

Accrued Liabilities {1}

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Accrued liabilities consist of the following:

	As of December 31,
	2011	2010
Accrued salaries and other compensation	$               987	$           989
Accrued taxes	300	49
Other accrued liabilities	1,247	3,535
Total	$            2,534	$       4,573

Included in other accrued liabilities as of December 31, 2010, is $2,224 which represents the probable amount that as of the date of the financial statements could be reasonably estimated of the Company’s liability for legal fees, associated with an indemnification agreement with a former ClearOne Officer. Please see Note 8 – Commitments and Contingencies – Former Officer Indemnification for further details.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2011

Commitments and Contingencies {1}

Commitments and Contingencies Disclosure [Text Block]

We establish contingent liabilities when a particular contingency is both probable and estimable. For the contingencies noted below we have accrued amounts considered probable and estimable. The Company is not aware of any pending claims or assessments, other than as described below, which may have a material adverse impact on the Company’s financial position or results of operations.

Under the terms of employment agreements entered into with two employees, among other things, the employees are entitled to a bonus specified as a percentage of the revenue generated from sale of certain products upon reaching certain thresholds.

Outsource Manufacturers. We have manufacturing agreements with electronics manufacturing ("EMS") providers related to the outsourced manufacturing of our products. Certain manufacturing agreements establish annual volume commitments. We are also obligated to repurchase Company-forecasted but unused materials. The Company has non-cancellable, non-returnable, and long-lead time commitments with its EMS providers and certain suppliers for inventory components that will be used in production. The Company’s exposure associated with these commitments is approximately $4,583 as of December 31, 2011. One of the EMS providers with whom we have terminated our relationship is claiming that we have an obligation to buy inventory pursuant to cancelled purchase orders. We believe that we are not legally obligated to take delivery of this inventory and we also have counterclaims against the EMS provider.

Legal Proceedings. In addition to the legal proceedings described below, we are also involved from time to time in various claims and other legal proceedings which arise in the normal course of our business. Such matters are subject to many uncertainties and outcomes that are not predictable. However, based on the information available to us, we do not believe any such proceedings will have a material, adverse effect on our business, results of operations, financial position, or liquidity, except as described below.

Former Officer Indemnification

On July 25, 2007 and January 31, 2008, the U.S. Attorney for the District of Utah indicted two of our former officers, Frances Flood (“Flood”) and Susie Strohm (“Strohm”), for allegedly causing us to issue materially misstated financial statements for our 2001 and 2002 fiscal years and for perjury in connection with the investigation by the SEC into the alleged misstatements.  In December 2003, we entered into indemnification agreements with each former officer, requiring payment of all reasonable attorneys’ fees and costs incurred in defending against the charges in certain circumstances consistent with and subject to limitations imposed by our bylaws and applicable law.  To date, we have paid approximately $3,383 in attorneys’ fees and costs to defend against the charges.

On February 27, 2009, Flood was convicted on nine counts, including conspiracy to willfully falsify our books and records, willfully making false statements in quarterly and annual reports, willfully making and causing to be made misleading and false statements to our accountants in connection with the accountants’ audits, federal securities fraud, and perjury in connection with testimony given under oath in an official proceeding brought by the SEC in 2003.  Strohm was convicted on one count of perjury in connection with testimony given under oath in an official proceeding brought by the SEC in 2003.

On June 2, 2010, Flood was sentenced to 4 years in prison plus 3 years of probation and Strohm was sentenced to 2 years’ probation plus 150 hours of community service.  Flood began serving her prison sentence on November 3, 2010.  On April 4, 2011, the Tenth Circuit Court of Appeals in Denver affirmed Flood’s conviction, but has allowed her to assert in a collateral proceeding her claim that she received ineffective assistance of counsel because her trial counsel allegedly labored under actual conflicts of interest.  On November 8, 2011, the Tenth Circuit affirmed Strohm’s perjury conviction as well.

Flood:  On August 21, 2008, Flood filed a lawsuit in Federal District Court for the District of Utah, seeking to compel us to pay her attorneys’ fees and costs to defend against the criminal charges.  On January 12, 2009, the District Court issued a preliminary injunction requiring us to pay Flood’s criminal legal fees and costs through trial.  Pursuant to the Court’s order, we paid approximately $373 to Flood’s attorneys and approximately $248 into the Court’s escrow.

On August 30, 2010, the Tenth Circuit Court of Appeals issued a ruling vacating the District Court’s preliminary injunction on the grounds that it rested on a legally erroneous interpretation of Flood’s Employment Separation Agreement.  On November 29, 2010, ClearOne filed a motion in the United States District Court for the District of Utah seeking a return of the monies paid by ClearOne pursuant to the Court’s order.

On January 23, 2012, the District Court granted ClearOne’s motion for return of the $248 held in the Court’s escrow, but denied ClearOne’s motion with respect to the $373 paid to Flood’s attorneys.  On February 21, 2012, ClearOne filed a writ of mandamus with the Tenth Circuit seeking an order requiring Flood’s attorneys to return the $373 paid pursuant to the Court’s order.  ClearOne’s writ of mandamus is expected to be submitted to the Tenth Circuit before the end of March 2012.

Also pending in the District Court is ClearOne’s counterclaim for $3,300 seeking to enforce Flood’s August 2003 promise to repay all advanced expenses if it was ultimately adjudged that she did not meet the requisite standard of conduct.

Strohm:  On August 21, 2008, Strohm and her counsel (“Dorsey”) filed a lawsuit in the Third Judicial District Court in Salt Lake City, Utah seeking to compel us to pay Strohm’s attorneys’ fees and costs to defend against the criminal charges, plus interest, and for attorneys’ fees in connection with the civil action.

October 26, 2009, the Court granted Strohm’s motion for mandatory indemnification, ruling that we were required to indemnify Strohm for her reasonable attorneys’ fees and expenses to the extent that she was successful on the merits at trial.  On March 2, 2010, the Court ruled that the Dorsey engagement letter provided an alternative basis requiring the Company to pay Strohm’s reasonable attorneys’ fees and costs incurred in connection with the federal criminal proceedings.  The Court also ruled that ClearOne is required to pay Dorsey’s reasonable attorneys’ fees and costs incurred in bringing the civil lawsuit against the Company, subject to certain deductions.

On January 24, 2011, the Court ruled that ClearOne was required to pay Dorsey at Court-determined rates for all criminal defense services rendered and costs incurred through the federal jury verdict in the criminal case on February 27, 2009, but that ClearOne was not required to pay for any post-verdict criminal defense services.

On June 8, 2011, the District Court entered Judgment against ClearOne for $973 in fees and expenses in the criminal case, plus $362 in interest at 18% through February 1, 2011, which amounts were paid by ClearOne under protest to Dorsey on February 1, 2011.  The Judgment also included $865 in civil case fees and expenses plus interest.  ClearOne has posted a cash bond to cover the civil case fees and interest pending ClearOne’s appeal.

On August 4, 2011, the Utah Supreme Court decided that it would hear ClearOne’s appeal.  Dorsey has appealed as well.  Appellate briefs were fully submitted on March 22, 2012, and the Utah Supreme Court is expected to schedule oral argument.

Theft of Intellectual Property and Related Cases.

In January 2007, we filed a lawsuit in the Third Judicial District Court, Salt Lake County, State of Utah against WideBand Solutions, Inc. (“WideBand”) and two of its principals, one former employee named Dr. Jun Yang, and Andrew Chiang, who was previously affiliated with an entity which sold certain assets to us (the “Trade Secret Case”).  We also brought claims against Biamp Systems Corporation, Inc. (“Biamp”).  The matter was subsequently removed to federal court, the United States District Court, District of Utah, Central Division. The case is styled ClearOne Communications, Inc. v. Jun Yang, et. al. Civil No. 2:07-co-37 TC. 

On November 5, 2008, the jury returned a unanimous verdict in favor of us and against all of the Defendants, awarding approximately $3,500 in compensatory damages and $7,000 in punitive damages.  Among other things, the jury found that all of the Defendants willfully and maliciously misappropriated our trade secrets.

On April 8, 2009 the court issued a permanent injunction order against all of the defendants.  Specifically, the WideBand defendants were prohibited from any further use of our trade secrets, barred from using any of the trade names associated with products that had been found to have used our trade secrets, and were ordered to provide a copy of the permanent injunction to future employers, potential licensors and anyone interested in acquiring WideBand’s assets.  Biamp was ordered to destroy and not to use any of the object code that it had previously licensed from WideBand.  On April 20, 2009 the court affirmed the jury’s finding that all of the Defendants had acted willfully and maliciously in misappropriating our trade secrets, denied our request for prejudgment interest, and denied Defendants’ post-trial requests to set aside the verdict.  The court increased the award against Biamp from about $1,600 to about $3,600.  On April 21, 2009, the court entered a final Judgment in our favor in the amount of approximately $9,700.  The WideBand Defendants and Biamp appealed the Court’s judgment and certain other pre- and post-trial rulings.

During July 2009, the Court issued an award of costs in favor of ClearOne and against all defendants, in the amount of $75.  

Biamp posted a cash bond to secure the judgment against it in the amount of approximately $3,700.  This amount does not secure the additional amounts awarded in ClearOne’s favor and against Biamp, for attorney fees and costs, in the approximate amount of $1,110.

At various dates, the court has issued orders finding Defendants Lonny Bowers and Jun Yang in contempt, along with Lonny Bowers’ father Donald Bowers, and certain entities associated with these defendants.  Some of the contempt related orders are dated September 3, 2009, November 19, 2009, January 8, 2010, August 13, 2010, and October 14, 2010.  The court has issued bench warrants for Lonny Bowers, Jun Yang, and Donald Bowers.

On March 25, 2010, the District Court in the Trade Secret Case affirmed an earlier order issued by the Magistrate Judge on January 29, 2010, awarding us attorney fees and costs, in the amounts of $984 jointly and severally against Biamp, Andrew Chiang, Jun Yang, Lonny Bowers, WideBand Solutions, Inc., and Versatile DSP; in the additional amount of $118 against Biamp only; and in the additional amount of $908 against the WideBand Defendants only.  

Numerous appeals were filed by all of the parties.  Oral argument was held on the appeals on  May 10, 2011.  On June 27, 2011, the Tenth Circuit affirmed in all respects the verdict and related rulings against the WideBand Defendants.  On July 8, 2011, the Tenth Circuit affirmed the contempt orders against Donald Bowers and the other contempt defendants.  On August 8, 2011, the Tenth Circuit affirmed Biamp’s liability, including the federal district court’s award of exemplary damages based upon the finding that Biamp’s misappropriation was willful and malicious, but made two reductions in the amount of damages.  The amount of ClearOne’s judgment against Biamp is now estimated to be $3,700, not including additional amounts that may be awarded for attorney fees incurred on appeal.  This amount reflects reductions by the Tenth Circuit Court of Appeals of approximately $1,100 from the federal district court’s previous judgment of about $4,800.  On August 9, 2011, the Tenth Circuit denied ClearOne’s appeal requesting additional pre-judgment interest.  On October 18, 2011, the Tenth Circuit granted ClearOne’s request for its attorney fees and costs incurred on appeal, and remanded the case to the District Court to determine the amount of fees to be awarded.  We submitted our fee request in November 2011.

On December 13, 2011, the United States District Court for the District of Utah released the sum of $3,702 to ClearOne.  This payment is the full amount of the supersedeas bonds posted by Biamp with the Utah Court, following ClearOne's jury verdict against Biamp in November 2008, which was subsequently partially affirmed by the United States Court of Appeals for the Tenth Circuit.

As to the balance of the awards against the other defendants, while we intend to vigorously pursue collection of the damage awards, there can be no assurance that we will ultimately collect on all or a portion of these award.   Furthermore, the jury’s verdict and damage awards are subject to appeal by one or more of the defendants.

The DialHD Georgia Action:

During July 2009, DialHD and Donald Bowers filed a lawsuit against us in the Superior Court of Columbia County in the State of Georgia.  DialHD is apparently owned in whole or in part by Donald Bowers, who is the father of WideBand defendant Lonny Bowers.  On September 7, 2010, the Court dismissed most of the claims against ClearOne.  On September 13, 2011, the Court dismissed the remaining claims against ClearOne.  On October 12, 2011, ClearOne filed a motion seeking an award of its attorney fees and costs incurred in the case from Dial HD, Donald Bowers, and/or the attorney representing them, as a sanction.  On January 25, 2012, the Court ordered the taxing of costs in the amount of approximately $1 against the plaintiffs.  Plaintiffs did not file a notice of appeal.

ARS Special Arbitration:

In January 2010, we filed an arbitration proceeding against UBS Financial Services,  Inc. (“UBS”) with the Financial Industry Regulatory Authority (“FINRA”) pursuant to the Auction Rate Securities (“ARS”) Special Arbitration Procedures established by FINRA for securities firms who entered into settlement agreements with the SEC regarding the firms’ sales of auction rate securities. We also filed a separate FINRA arbitration proceeding against Morgan Stanley & Co., Inc. (“Morgan Stanley”) pursuant to the ARS Special Arbitration Proceedings established for securities firms that entered into settlement agreements with the Office of the New York State Attorney General. At the relevant time we held an aggregate of $12,200 in ARS from UBS and Morgan Stanley, which turned out to be illiquid. In October 2008, we accepted offers to repurchase our $12,200 of ARS, at par value, from these two investment banks that sold them to us pursuant to the settlement agreements, but did not waive any claims for consequential damages. In both arbitration proceedings, we are seeking consequential damages as a result of our inability to access funds invested in ARS that UBS and Morgan Stanley sold to us, including losses with respect to a planned strategic business acquisition and related due diligence costs. The arbitrations were rescheduled in late 2011, and both will take place in Salt Lake City.  The arbitration against Morgan Stanley was divided into two sessions, and we completed the first session in early March 2012.  The second session is set for hearing in October 2012.  The arbitration against UBS is also set for hearing in October 2012.  We have made significant damages claims in these proceedings, and if we prevail with respect to some or all of our claims, we may be entitled to a material recovery against one or both of the defendants.  We cannot, however, predict the outcome of these proceedings or the magnitude of any potential recovery.

Conclusion:

These litigations are subject to all of the risks and uncertainties of litigation and there can be no assurance as to the probable result of the litigations.

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Significant Customers

12 Months Ended

Dec. 31, 2011

Significant Customers

Concentration Risk Disclosure [Text Block]

Sales to significant customers that represented more than 10 percent of total revenues are as follows:

	Year ended December 31,
	2011	2010
Customer A	19.2%	21.2%
Customer B	*	11.3%
Customer C	10.9%	*
Total	30.1%	32.5%

* Sales didn't exceed 10% of the revenue.

The following table summarizes the percentage of total gross accounts receivable from significant customers. 

	As of December 31,
	2011	2010
Customer A	25.0%	22.9%
Customer B	8.8%	8.7%
Customer C	14.4%	8.6%
Total	48.2%	40.2%

These customers facilitate product sales to a large number of end-users, none of which is known to account for more than 10 percent of the Company’s revenue from product sales. Nevertheless, the loss of one or more of these customers could reduce revenue and have a material adverse effect on the Company’s business and results of operations.

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ClearOne Communications, Inc. - Consolidated Statement of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011	Dec. 31, 2010
Net Cash Provided by (Used in) Operating Activities
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 6,929	$ 2,374
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities
Depreciation and Amortization	1,220	1,201
Stock-based Compensation	187	263
Provision for Doubtful Accounts	312	103
Inventory Write-down	188	(104)
Gain (Loss) on Sale of Property Plant Equipment	5	111
Deferred Income Taxes and Tax Credits	1,416	(137)
Increase (Decrease) in Operating Assets
Increase (Decrease) in Receivables	1,081	(3,483)
Increase (Decrease) in Inventories	(3,066)	1,355
Increase (Decrease) in Prepaid Expense and Other Assets	(305)	520
Increase (Decrease) in Operating Liabilities
Increase (Decrease) in Accounts Payable	634	351
Increase (Decrease) in Accrued Liabilities	(2,278)	3,041
Increase (Decrease) in Deferred Revenue	(902)	(401)
Increase (Decrease) in Income Taxes Payable, Net of Income Taxes Receivable	251
Increase (Decrease) in Other Operating Assets and Liabilities, Net	127	(808)
Net Cash Provided by (Used in) Operating Activities	5,799	4,386
Net Cash Provided by (Used in) Investing Activities
Payments to Acquire Property, Plant, and Equipment	(380)	(799)
Escrow proceeds received pursuant to NetStreams acquisition	0	350
Payments to Acquire Businesses, Net of Cash Acquired	(980)	0
Net Cash Provided by (Used in) Investing Activities	(1,360)	(449)
Net Cash Provided by (Used in) Financing Activities
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options	747	0
Excess Tax Benefit from Share-based Compensation, Financing Activities	66	0
Principal payments on long-term debt		(2,000)
Net Cash Provided by (Used in) Financing Activities	813	(2,000)
Cash and Cash Equivalents, Period Increase (Decrease)	5,252	1,937
Cash and Cash Equivalents, at Carrying Value	11,431	9,494
Cash and Cash Equivalents, at Carrying Value	$ 16,683	$ 11,431

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Inventory

12 Months Ended

Dec. 31, 2011

Inventory

Inventory Disclosure [Text Block]

Inventories, net of reserves, consist of the following:

	As of December 31,
	2011	2010
Current:
Raw materials	$            1,091	$           776
Finished goods	11,474	8,004
	$          12,565	$       8,780
Long-term:
Raw materials	$               444	$           569
Finished goods	1,461	2,048
	$            1,905	$       2,617

Long-term inventory represents inventory held in excess of our current requirements based on our recent sales and forecasted level of sales. We have developed programs to reduce the inventory to normal operating levels in the near future. We expect to sell the above inventory, net of reserves, at or above the stated cost and believe that no loss will be incurred on its sale.

Current finished goods include consigned inventory in the amounts of approximately $1,199 and $1,742 as of December 31, 2011 and 2010, respectively. Consigned inventory represents inventory at distributors and other customers where revenue recognition criteria have not been achieved.

The losses (benefit) incurred on valuation of inventory at the lower of cost or market value and write-off of obsolete inventory amounted to $188 and ($104) during the years ended December 31, 2011 and 2010, respectively.