Note 1. Description of Business

TranSwitch Corporation was incorporated in Delaware on April 26, 1988 and is headquartered in Shelton, Connecticut.

TranSwitch Corporation and its subsidiaries (collectively, “TranSwitch” or the “Company”) provide innovative integrated circuit (IC) and intellectual property (IP) solutions that deliver core functionality for video, voice, and data communications equipment for the customer premises and network infrastructure markets. For the customer-premises market, the Company offers multi-standard, high-speed interconnect solutions enabling the distribution and presentation of high-definition (HD) video and data content for consumer electronics applications. The Company also provides a family of best-in-class communications processors. For the network infrastructure market, the Company provides integrated multi-core network processor system-on-a-chip solutions for fixed, 3G and 4G mobile, VoIP and multimedia applications. TranSwitch’s customers are leading consumer electronics and telecom equipment companies around the globe.

Liquidity

The Company has incurred significant operating losses and has used cash in its operating activities for the past several years. Operating losses have resulted from inadequate sales levels for the cost structure. As of June 30, 2013, the Company has negative working capital of approximately $7.7 million. Included in negative working capital, the Company has outstanding indebtedness to Bridge Bank under its credit facility of $1.7 million.

On April 3, 2013 the Company raised $3.6 million, net of issuance costs of $0.6 million, in an underwritten public offering. The offering consisted of the sale of 8,300,000 units at a price to the public of $0.50 per unit. Each unit consists of one share of common stock and a warrant to purchase 0.50 of a share of common stock. The warrants have an exercise price of $0.58 per share.

In 2012, the Company effectuated a restructuring which primarily affected the telecom product unit and is expected to save approximately $8.0 million in annual operating costs. The Company began to see these cost savings during the third quarter of 2012. With this restructuring, the Company has cancelled all development programs related to its telecom product lines and has redeployed all of its remaining research and development resources to focus on its interoperable connectivity solutions for consumer electronic and personal computer markets. The Company also announced its intentions to sell its non-strategic assets. The Company is actively marketing its telecom related patent portfolio to provide additional liquidity. The Company continues to assess its cost structure in relationship to its revenue levels, which may necessitate further expense reductions. In June 2013 we continued to restructure the organization by significantly reducing development activities and effectuated another restructuring which is expected to save an additional $2 million per year and recorded a $0.7 restructuring charge. We continue to assess our cost structure in relationship to our revenue levels which may necessitate further expense reductions.

As with any operating plan, there are risks associated with the Company’s ability to execute it, including the current economic environment in which the Company operates. Therefore, there can be no assurance that the Company will be able to satisfy its obligations, or achieve the operating improvements absent an infusion of capital. If the Company is unable to execute its operating plan, it will need to find additional sources of cash not contemplated by the current operating plan and/or raise additional capital to sustain continuing operations as currently contemplated. There can be no assurance that the additional funding sources will be available to the Company upon favorable terms or at all. Among other things, if the Company cannot maintain compliance with its covenant requirements on its bank financing facility or cannot obtain appropriate waivers and modifications, the lenders may call the debt. If the debt is called, the Company would need to obtain new financing and there can be no assurance that it will be able to do so. If the Company is unable to achieve its operating plan and maintain compliance with its loan covenants and the debt is called, the Company will not be able to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amounts and classification of liabilities that may result from the outcome of this uncertainty. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Consequently, the audit report prepared by the Company’s independent registered public accounting firm relating to its financial statements for the year ended December 31, 2012 includes an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern. If the Company is unable to generate sufficient cash flows from operations to meet its anticipated needs for working capital and capital expenditures, it may need to raise additional funds. Such capital may not be available on terms favorable or acceptable to the Company, if at all. If the Company raises additional funds through the issuance of equity securities, its stockholders may experience dilution of their ownership interest, and the newly issued securities may have rights superior to those of the Company’s common stock.

On December 4, 2012, the Company received a letter from Nasdaq (the “Minimum Bid Price Notice”) notifying it that the closing bid price of its common stock was below the $1.00 minimum bid price requirement for 30 consecutive business days and, as a result, the Company no longer complied with the minimum bid price requirement under Listing Rule 5550(a)(2) for continued listing on Nasdaq. The Minimum Bid Price Notice also stated that the Company has been provided an initial compliance period of 180 calendar days, or until June 3, 2013, to regain compliance with the minimum bid price requirement.

On February 26, 2013, the Company received a letter from Nasdaq (the “Stockholders’ Equity Notice”) notifying it that the Company was no longer in compliance with the minimum stockholders’ equity requirement of at least $2.5 million for continued listing on Nasdaq. The Stockholders’ Equity Notice did not result in the immediate delisting of the Company’s common stock from Nasdaq. Rather, under the Nasdaq listing rules, the Company had 45 calendar days from the date of the Stockholder’s Equity Notice to submit to Nasdaq a plan to regain compliance.

On June 6, 2013, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") advising it that, unless it appeals the determination by June 13, 2013, its securities would be scheduled for delisting from The Nasdaq Capital Market (the "Capital Market") and would be suspended at the opening of business on June 17, 2013 for failure to comply with Listing Rules 5550(a)(2) and 5550(b)(1), as further described above. The Company was also notified that Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission ("SEC") to remove the registrant's securities from listing and registration on the Capital Market.

The Company has appealed the determination to a Hearings Panel (the "Panel"), which will automatically stay the delisting of the Company's securities and the filing of the Form 25-NSE pending the issuance of a decision by the Panel. The Company made a presentation to the Panel on July 11, 2013 and is awaiting its decision. There can be no assurance that the Panel will grant the registrant's request for continued listing on the Capital Market, or that, if granted, the Company's plan to regain compliance and maintain the listing of its common stock on the Capital Market will ultimately be successful.

If the Company is delisted and cannot obtain listing on another major market or exchange, its stock’s liquidity would suffer, and it would likely experience reduced investor interest. Such factors may result in a decrease in the Company’s stock’s trading price. In addition, the failure to trade on a national securities exchange may hinder the Company’s efforts to obtain financing.

As of June 30, 2013 and December 31, 2012, the Company had total cash, cash equivalents and restricted cash balances of approximately $0.8 million and $2.2 million, respectively. These balances and the Company’s credit facility are its primary sources of liquidity, as the Company is not currently generating any significant positive cash flow from our operations. The Company’s availability on this credit facility was $0.2 million on June 30, 2013.

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable.

Cash and cash equivalents are held by high-quality financial institutions, thereby reducing credit risk concentrations. In addition, the Company limits the amount of credit exposure to any one financial institution.

At June 30, 2013 and December 31, 2012, approximately 65% and 71% of accounts receivable were due from five customers. The majority of the Company’s sales are to customers in the telecommunications and data communications industries. The Company performs ongoing credit evaluations of its customers and generally does not require collateral.

Customers that accounted for more than 10% of total accounts receivable at each period end follow:

	June 30, 2013			December 31, 2012

Customer A		20	%	29	%
Customer B		17	%	*
Customer C		*		26	%

* Accounts receivable due were less than 10% of the Company’s total accounts receivable.