10-Q 1 ceva20190331_10q.htm FORM 10-Q ceva20190331_10q.htm
 

UNITED STATES

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: March 31, 2019

 

OR

 

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: 000-49842

 


 

CEVA, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

77-0556376

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. Employer Identification No.)

1174 Castro Street, Suite 210, Mountain View, California

94040

(Address of Principal Executive Offices)

(Zip Code)

 

(650) 417-7900

(Registrant’s Telephone Number, Including Area Code)

 


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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.001 per share

CEVA

The NASDAQ Stock Market LLC

 

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

 

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

 

Large accelerated filer

 

☐   

 

Accelerated filer

 

☒ 

       

Non-accelerated filer

 

☐  

 

Smaller reporting company

 

             

Emerging growth company

 

☐  

       

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

Yes ☐ No ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 21,974,220 of common stock, $0.001 par value, as of May 2, 2019.

 

 

 

 

 

TABLE OF CONTENTS

 

   

Page

PART I.

FINANCIAL INFORMATION

 
Item 1.

Interim Condensed Consolidated Balance Sheets at March 31, 2019 (unaudited) and December 31, 2018

5
 

Interim Condensed Consolidated Statements of Income (Loss) (unaudited) for the three months ended March 31, 2019 and 2018 

6
 

Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three months ended March 31, 2019 and 2018 

7
 

Interim Condensed Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the three months ended March 31, 2019 and 2018

8
 

Interim Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2019 and 2018 

9
 

Notes to the Interim Condensed Consolidated Financial Statements

10
Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

23
Item 3.

Quantitative and Qualitative Disclosures about Market Risk

30
Item 4.

Controls and Procedures

31
PART II.

OTHER INFORMATION

 
Item 1.

Legal Proceedings

31
Item 1A.

Risk Factors

31
Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

41
Item 3.

Defaults Upon Senior Securities

42
Item 4.

Mine Safety Disclosures

42
Item 5.

Other Information

42
Item 6.

Exhibits

42
SIGNATURES

 

43

 

 

 

 

 

FORWARD-LOOKING STATEMENTS

 

FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

 

This Quarterly Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that if they materialize or prove incorrect, could cause the results of CEVA to differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements are generally written in the future tense and/or are preceded by words such as “will,” “may,” “should,” “could,” “expect,” “suggest,” “believe,” “anticipate,” “intend,” “plan,” or other similar words. Forward-looking statements include the following:

 

 

Our forecast that in 2022, our licensing revenue will have grown approximately 10% to 20% from current levels, our royalty revenue will be approximately two times the current levels and our non GAAP net income will be approximately three times the current levels;

     
 

Our belief that the adoption of our new connectivity technologies and smart sensing products beyond our incumbency in the handset baseband market continues to progress, and that our shipment data is indicative of the continued traction our non-handset baseband customers are gaining with our signal processing IPs;

     
 

Our belief that a licensing deal with a major automotive OEM for our NeuPro AI processor, to be incorporated into a autonomous car platform targeting production start in 2024, is transformational for us and positions us as a leader in AI and computer vision processing in level 3 and above autonomous driving;

     
  Our belief that the growing market potential for voice assisted smart devices offers an additional growth segment for the company for its voice hardware and software technologies in smartphones, wireless earbuds, smart speakers, smart home and automotive;
     
 

Our belief that our WhisPro speech recognition technology and ClearVox software put us in a strong position to power audio and voice roadmaps for emerging voice assisted smart devices;

     
 

Our belief that our advanced DSPs and 5G platform for mobile broadband put us in a strong position to power  5G baseband for base station, smartphones, fixed wireless and a range of machine to machine usage models and markets such as cars, smart cities and industrial products;

     
 

Per Yole Développement, camera-enabled devices incorporating computer vision and AI are expected to exceed 1 billion units by 2022;

     
 

Our belief that our CEVA-PentaG is the most advanced cellular baseband IP platform in the industry today;

     
 

Our belief that our Bluetooth, Wi-Fi and NB-IoT IPs allow us to expand further into IoT applications and substantially increases our overall addressable market which is expected to be more than 9 billion devices annually by 2022 based on ABI Research and Ericsson Mobility Report;

     
 

Our specialization and competitive edge in signal processing platforms put us in a strong position to capitalize on the buildup of 5G NR infrastructure both front haul and back haul including macro cell base station, small cells base station, remote radio head, wireless back haul, fixed wireless access;

     
 

Our belief that our computer vision DSP and neural net software are opportunities for us to expand our footprint and content in smartphones, drones, consumer cameras, surveillance, automotive ADAS and industrial IoT applications;

     
 

Our belief that our newly announced NeuPro™, a family of AI processors for deep learning inference at the edge represents new licensing and royalty drivers for the company;

     
 

Our belief that royalty revenue growth in the next few years for non-handset baseband applications will be a combination of higher unit shipments of connectivity and smart sensing products that bear lower ASPs, along base station and vision products at higher ASP;

 

3

 

 

 

Our belief that our licensing business is progressing well with a solid pipeline, diverse customer base and target markets;

     
 

Our belief that the elevated inventories in handsets will add to the usual seasonal weakness in our near-term royalties for 2019 which will be offset by revenues derived from our continued expansion at our non-handset and base station customers;

     
 

Our anticipation that our research and development expenses cost will continue to increase in 2019;

     
 

Our anticipation that our cost of revenues will increase in 2019 as compared to prior years;

     
 

Our anticipation that our cash and cash equivalents, short-term bank deposits and marketable securities, along with cash from operations, will provide sufficient capital to fund our operations for at least the next 12 months; and

     
 

Our belief that changes in interest rates within our investment portfolio will not have a material effect on our financial position on an annual or quarterly basis.

 

 

Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The forward-looking statements contained in this report are based on information that is currently available to us and expectations and assumptions that we deem reasonable at the time the statements were made. We do not undertake any obligation to update any forward-looking statements in this report or in any of our other communications, except as required by law. All such forward-looking statements should be read as of the time the statements were made and with the recognition that these forward-looking statements may not be complete or accurate at a later date.

 

Many factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this report. These factors include, but are not limited to, those risks set forth in Part II – Item 1A – “Risk Factors” of this Form 10Q.

 

This report contains market data prepared by third party research firm. Actual market results may differ from their projections.

 

4

 

 

PART I. FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

 

 

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS


U.S. dollars in thousands, except share and per share data

 

   

March 31,
2019

   

December 31,
2018

 

 

 

Unaudited

   

 

 

ASSETS

           

Current assets:

               

Cash and cash equivalents

  $ 21,469     $ 22,260  

Short term bank deposits

    57,753       46,139  

Marketable securities

    77,587       77,469  

Trade receivables

    19,351       26,156  

Prepaid expenses and other current assets

    7,630       5,264  

Total current assets

    183,790       177,288  
                 

Long-term bank deposits

    14,510       21,864  

Severance pay fund

    9,629       9,026  

Deferred tax assets, net

    6,186       5,924  

Property and equipment, net

    7,265       7,344  

Operating lease right-of-use assets

    9,501        

Goodwill

    46,612       46,612  

Intangible assets, net

    2,411       2,700  

Investments in other company

    936       936  

Other long-term assets

    5,992       5,569  

Total long-term assets

    103,042       99,975  

Total assets

  $ 286,832     $ 277,263  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Current liabilities:

               

Trade payables

  $ 750     $ 632  

Deferred revenues

    2,811       3,593  

Accrued expenses and other payables

    3,710       4,344  

Accrued payroll and related benefits

    14,139       13,183  

Operating lease liabilities

    1,549        

Total current liabilities

    22,959       21,752  

Long-term liabilities:

               

Accrued severance pay

    10,349       9,632  

Operating lease liabilities

    7,651        

Other accrued liabilities

    561        

Total long-term liabilities

    18,561       9,632  

Stockholders’ equity:

               

Preferred Stock:

               

$0.001 par value: 5,000,000 shares authorized; none issued and outstanding

           

Common Stock:

               

$0.001 par value: 60,000,000 shares authorized; 23,595,160 shares issued at March 31, 2019 (unaudited) and December 31, 2018. 21,972,816 and 21,787,860 shares outstanding at March 31, 2019 (unaudited) and December 31, 2018, respectively

    22       22  

Additional paid in-capital

    221,071       223,250  

Treasury stock at cost (1,622,344 and 1,807,300 shares of common stock at March 31, 2019 (unaudited) and December 31, 2018, respectively)

    (35,686 )     (39,132 )

Accumulated other comprehensive loss

    (427 )     (1,114 )

Retained earnings

    60,332       62,853  

Total stockholders’ equity

    245,312       245,879  

Total liabilities and stockholders’ equity

  $ 286,832     $ 277,263  

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

5

 

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)


U.S. dollars in thousands, except per share data

 

   

Three months ended
March 31,

 
   

2019

   

2018

 

Revenues:

               

Licensing and related revenue

  $ 11,011     $ 10,083  

Royalties

    5,958       7,486  

Total revenues

    16,969       17,569  

Cost of revenues

    2,023       1,972  

Gross profit

    14,946       15,597  

Operating expenses:

               

Research and development, net

    12,330       12,016  

Sales and marketing

    3,021       3,176  

General and administrative

    2,317       2,954  

Amortization of intangible assets

    210       359  

Total operating expenses

    17,878       18,505  

Operating loss

    (2,932 )     (2,908 )

Financial income, net

    800       927  

Loss before taxes on income

    (2,132 )     (1,981 )

Income taxes

    165       201  

Net loss

  $ (2,297 )   $ (2,182 )

 

Basic net loss per share

  $ (0.10 )   $ (0.10 )

Diluted net loss per share

  $ (0.10 )   $ (0.10 )
                 

Weighted-average shares used to compute net loss per share (in thousands):

               

Basic

    21,917       22,148  

Diluted

    21,917       22,148  

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

6

 

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)


U.S. dollars in thousands

 

   

Three months ended
March 31,

 
   

2019

   

2018

 
                 

Net loss:

  $ (2,297 )   $ (2,182 )

Other comprehensive income (loss) before tax:

               

Available-for-sale securities:

               

Changes in unrealized losses

    639       (680 )

Reclassification adjustments for (gains) losses included in net loss

    24       (4 )

Net change

    663       (684 )

Cash flow hedges:

               

Changes in unrealized gains (losses)

    206       (24 )

Reclassification adjustments for (gains) losses included in net loss

    (73 )     19  

Net change

    133       (5 )

Other comprehensive income (loss) before tax

    796       (689 )

Income tax expense (benefit) related to components of other comprehensive income (loss)

    109       (87 )

Other comprehensive income (loss), net of taxes

    687       (602 )

Comprehensive loss

  $ (1,610 )   $ (2,784 )

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

7

 

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)


U.S. dollars in thousands, except share data

 

    Common stock                                          

Three months ended March 31, 2019

 

Number of shares outstanding

   

Amount

    Additional
paid-in

capital
   

 


Treasury

stock

    Accumulated other comprehensive income (loss)     Retained
earnings
    Total
stockholders’

equity
 

Balance as of January 1, 2019

    21,787,860     $ 22     $ 223,250     $ (39,132 )   $ (1,114 )   $ 62,853     $ 245,879  

Net loss

                                  (2,297 )     (2,297 )

Other comprehensive income

                            687             687  

Equity-based compensation

                2,416                         2,416  

Purchase of treasury stock

    (91,303 )                 (2,536 )                 (2,536 )

Issuance of treasury stock upon exercise of stock-based awards

    276,259       (*)     (4,595 )     5,982             (224 )     1,163  

Balance as of March 31, 2019

    21,972,816     $ 22     $ 221,071     $ (35,686 )   $ (427 )   $ 60,332     $ 245,312  

 

    Common stock                                          

Three months ended March 31, 2018

 

Number of shares outstanding

   

Amount

    Additional
paid-in

capital
   


Treasury

stock

    Accumulated other comprehensive income (loss)     Retained
earnings
    Total
stockholders’

equity
 

Balance as of January 1, 2018

    22,064,007     $ 22     $ 217,417     $ (26,056 )   $ (586 )   $ 53,873     $ 244,670  

Net loss

                                  (2,182 )     (2,182 )

Other comprehensive loss

                            (602 )           (602 )

Equity-based compensation

                2,771                         2,771  

Purchase of treasury stock

    (41,322 )                 (1,459 )                 (1,459 )

Issuance of treasury stock upon exercise of stock-based awards

    197,923       (*)     (2,265 )     3,369             (42 )     1,062  

Cumulative effect of adoption of new accounting standard

                                  8,555       8,555  

Balance as of March 31, 2018

    22,220,608     $ 22     $ 217,923     $ (24,146 )   $ (1,188 )   $ 60,204     $ 252,815  

 

(*)

Amount less than $1.

 

The accompanying notes are an integral part of the interim condensed consolidated financial statements.

 

8

 

 

 

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


U.S. dollars in thousands

 

   

Three months ended
March 31,

 
   

2019

   

2018

 

Cash flows from operating activities:

               

Net loss

  $ (2,297 )   $ (2,182 )

Adjustments required to reconcile net loss to net cash provided by operating activities:

               

Depreciation

    702       576  

Amortization of intangible assets

    289       359  

Equity-based compensation

    2,416       2,771  

Realized (gain) loss, net on sale of available-for-sale marketable securities

    24       (4 )

Amortization of premiums on available-for-sale marketable securities

    156       236  

Unrealized foreign exchange (gain) loss

    107       (73 )

Changes in operating assets and liabilities:

               

Trade receivables

    6,802       2,366  

Prepaid expenses and other assets

    (3,133 )     (1,619 )

Accrued interest on bank deposits

    (342 )     (326 )

Deferred tax, net

    (371 )     (355 )

Trade payables

    124       102  

Deferred revenues

    (782 )     574  

Accrued expenses and other payables

    (551 )     (780 )

Accrued payroll and related benefits

    1,429       (129 )

Accrued severance pay, net

    95       267  

Net cash provided by operating activities

    4,668       1,783  
                 

Cash flows from investing activities:

               

Purchase of property and equipment

    (623 )     (455 )

Purchase of intangible assets

          (850 )

Investment in bank deposits

    (3,846 )     (1,286 )

Proceeds from bank deposits

          1,298  

Investment in available-for-sale marketable securities

    (5,028 )     (9,505 )

Proceeds from maturity of available-for-sale marketable securities

    2,917       3,762  

Proceeds from sale of available-for-sale marketable securities

    2,476       2,279  

Net cash used in investing activities

    (4,104 )     (4,757 )
                 

Cash flows from financing activities:

               

Purchase of treasury stock

    (2,536 )     (1,459 )

Proceeds from exercise of stock-based awards

    1,163       1,062  

Net cash used in financing activities

    (1,373 )     (397 )

Effect of exchange rate changes on cash and cash equivalents

    18       14  

Decrease in cash and cash equivalents

    (791 )     (3,357 )

Cash and cash equivalents at the beginning of the period

    22,260       21,739  

Cash and cash equivalents at the end of the period

  $ 21,469     $ 18,382  
                 

Supplemental information of cash-flow activities:

               

Cash paid during the period for:

               

Income and withholding taxes

  $ 1,868     $ 1,355  

Non-cash transactions:

               

Cumulative effect of adoption of new accounting standard

  $     $ 8,555  

Intangible assets purchases incurred but unpaid at period end

  $     $ 1,350  

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

9

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(in thousands, except share data)

 

 

NOTE 1: BUSINESS

 

The financial information in this quarterly report includes the results of CEVA, Inc. and its subsidiaries (the “Company” or “CEVA”).

 

CEVA licenses a family of signal processing IPs in two type of categories: communication products and smart sensing products. These product families including comprehensive platforms for 5G baseband processing in handsets and base station RAN, highly integrated cellular IoT solutions (NB-IoT and Cat-M), DSP platforms incorporating voice input algorithms and software for voice enabled devices, DSP platforms for advanced imaging and computer vision in any camera-enabled device, and a family of self-contained AI processors that address a wide range of edge applications. For short-range wireless, we offer the industry’s most widely adopted IPs for Bluetooth (low energy and dual mode) and Wi-Fi (4/5/6 up to 4x4) platforms.

 

CEVA’s technologies are licensed to leading semiconductor and original equipment manufacturer (OEM) companies. These companies design, manufacture, market and sell application-specific integrated circuits (“ASICs”) and application-specific standard products (“ASSPs”) based on CEVA’s technology to wireless, consumer electronics and automotive companies for incorporation into a wide variety of end products.

 

 

NOTE 2: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The interim condensed consolidated financial statements have been prepared according to U.S Generally Accepted Accounting Principles (“U.S. GAAP”).

 

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2018.

 

The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2018, contained in the Company’s Annual Report on Form 10K filed with the Securities and Exchange Commission on March 4, 2019, have been applied consistently in these unaudited interim condensed consolidated financial statements, except for changes associated with recent accounting standards for leases, as detailed below.

 

Recently Adopted Accounting Pronouncements

 

On January 1, 2019, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (“Topic 842”), as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and financing lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. The Company adopted the new guidance using the modified retrospective transition approach by applying the new standard to all leases existing on the date of initial application and not restating comparative periods. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. For information regarding the impact of Topic 842 adoption, see Significant Accounting Policies - Leases and Note 4- Leases.

 

In August 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities,” amending the eligibility criteria for hedged items and transactions to expand an entity’s ability to hedge nonfinancial and financial risk components. The new guidance eliminates the requirement to separately measure and present hedge ineffectiveness and aligns the presentation of hedge gains and losses with the underlying hedge item. The new guidance also simplifies the hedge documentation and hedge effectiveness assessment requirements. The amended presentation and disclosure requirements must be adopted on a prospective basis, while any amendments to cash flow and net investment hedge relationships that exist on the date of adoption must be applied on a “modified retrospective” basis, meaning a cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the year of adoption. The new guidance was effective for the Company on January 1, 2019 and the adoption did not have a material impact on the Company’s consolidated financial statements.

 

10

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

Significant Accounting Policies- Leases 

 

Effective as of January 1, 2019, the Company adopted Topic 842, which requires the recognition of lease assets and lease liabilities by lessees for leases classified as operating leases. The Company has adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all leases existing on the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with the Company’s historical accounting under Topic 840.

 

The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward the historical lease classification, the Company’s assessment on whether a contract was or contains a lease, and initial direct costs for any leases that existed prior to January 1, 2019. The Company also elected to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income (loss) on a straight-line basis over the lease term.

 

As a result of the adoption of Topic 842 on January 1, 2019, the Company recorded at March 31, 2019 both operating lease ROU assets of $9,501 and operating lease liabilities of $9,200. The ROU assets include adjustments for prepayments in the amount of $301. The adoption did not impact the Company’s beginning retained earnings, or its prior year condensed consolidated statements of income (loss) and statements of cash flows.

 

The Company determines if an arrangement is a lease at inception. The Company assessment is based on: (1) whether the contract includes an identified asset, (2) whether the Company obtains substantially all of the economic benefits from the use of the asset throughout the period of use, and (3) whether the Company has the right to direct how and for what purpose the identified asset is used throughout the period of use.

 

Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met: the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be exercised, the lease term is for a major part of the remaining useful life of the asset, the present value of the lease payments equals or exceeds substantially all of the fair value of the asset, or the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of lease term. A lease is classified as an operating lease if it does not meet any one of these criteria. Since all of the Company’s lease contracts do not meet any one of the criteria above, the Company concluded that all of its lease contracts should be classified as operation leases.

 

ROU assets and liabilities are recognized on the commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company's leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. All ROU assets are reviewed for impairment. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

 

Use of Estimates 

 

The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the interim condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

 

Note 3: revenue recognition

 

Under ASC 606, “Revenue from Contracts with Customers “, an entity recognizes revenue when or as it satisfies a performance obligation by transferring IP license or services to the customer, either at a point in time or over time. The Company recognizes most of its revenues at a point in time upon delivery of its IPs. The Company recognizes revenue over time on significant license customization contracts that are covered by contract accounting standards using cost inputs to measure progress toward completion of its performance obligations.

 

11

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The estimated revenues do not include amounts of royalties or unexercised contract renewals:

 

   

Remainder of 2019

   

2020

   

2021

 

License and related revenues

  $ 8,494     $ 4,192     $ 1,500  

 

Disaggregation of revenue:

 

The following table provides information about disaggregated revenue by primary geographical market, major product line and timing of revenue recognition (in thousands):

 

   

Three months ended March 31, 2019

(unaudited)

   

Three months ended March 31, 2018

(unaudited)

 
   

Licensing and related revenues

   

Royalties

   

Total

   

Licensing and related revenues

   

Royalties

   

Total

 

Primary geographical markets

                                               

United States

  $ 1,493     $ 286     $ 1,779     $ 1,360     $ 347     $ 1,707  

Europe and Middle East

    1,382       1,960       3,342       1,338       1,115       2,453  

Asia Pacific

    8,136       3,712       11,848       7,385       6,024       13,409  

Total

  $ 11,011     $ 5,958     $ 16,969     $ 10,083     $ 7,486     $ 17,569  
                                                 

Major product/service lines

                                               

Connectivity products (baseband for handset and other devices, Bluetooth, Wi-Fi, NB-IoT and SATA/SAS)

  $ 6,631     $ 5,620     $ 12,251     $ 6,358     $ 6,961     $ 13,319  

Smart sensing products (AI, audio/sound and imaging and vision)

    4,380       338       4,718       3,725       525       4,250  

Total

  $ 11,011     $ 5,958     $ 16,969     $ 10,083     $ 7,486     $ 17,569  
                                                 

Timing of revenue recognition

                                               

Products transferred at a point in time

  $ 7,911     $ 5,958     $ 13,869     $ 7,524     $ 7,486     $ 15,010  

Products and services transferred over time

    3,100             3,100       2,559             2,559  

Total

  $ 11,011     $ 5,958     $ 16,969     $ 10,083     $ 7,486     $ 17,569  

 

Contract balances:

 

The following table provides information about trade receivables, contract assets and contract liabilities from contracts with customers (in thousands):

 

   

March 31, 2019 (unaudited)

   

December 31, 2018

 
                 

Trade receivables

  $ 11,179     $ 9,971  

Unbilled receivables (associated with licensing and related revenue)

    2,965       6,745  

Unbilled receivables (associated with royalties)

    5,207       9,440  

Deferred revenues (short-term contract liabilities)

    2,811       3,593  

 

The Company receives payments from customers based upon contractual payment schedules; trade receivable are recorded when the right to consideration becomes unconditional, and an invoice is issued to the customer. Unbilled receivables associated with licensing and other include amounts related to the Company’s contractual right to consideration for completed performance objectives not yet invoiced. Unbilled receivables associated with royalties are recorded as the Company recognizes revenues from royalties earned during the quarter, but not yet invoiced, either by actual sales data received from customers, or, when applicable, by the Company’s estimation. Contract liabilities (deferred revenue) include payments received in advance of performance under the contract, and are realized with the associated revenue recognized under the contract.

 

12

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

During the three months ended March 31, 2019, the Company recognized $2,621 that was included in deferred revenues (short-term contract liability) balance at January 1, 2019.

 

 

NOTE 4: Leases

 

The Company leases substantially all of its office space and vehicles under operating leases. The Company's leases have original lease periods expiring between 2020 and 2022. Many leases include one or more options to renew. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably certain at lease commencement. The Company has an option to extend the lease of one of its principal office space until 2028, which is reasonably certain to be assured. Lease payments included in the measurement of the lease liability comprise the following: the fixed noncancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.

 

Under Topic 842, all leases with durations greater than 12 months, including non-cancelable operating leases, are now recognized on the balance sheet. The aggregated present value of lease agreements are recorded as a long-term asset titled ROU assets. The corresponding lease liabilities are split between operating lease liabilities within current liabilities and operating lease liabilities within long-term liabilities.

 

The following is a summary of weighted average remaining lease terms and discount rates for all of the Company’s operating leases:

 

   

March 31, 2019 (Unaudited)

 

weighted average remaining lease term (years)

    7.99  

weighted average discount rates

    3.95 %

 

Total operating lease cost during the three months ended March 31, 2019 was $411. Cash paid for amounts included in the measurement of operating lease liabilities was $563 during the three months ended March 31, 2019.

 

Maturities of lease liabilities are as follows:

 

The reminder of 2019

  $ 1,338  

2020

    1,733  

2021

    1,365  

2022

    1,164  

2023

    1,086  

2024 and thereafter

    4,140  

Total undiscounted cash flows

    10,826  

Less imputed interest

    1,626  

Present value of lease liabilities

  $ 9,200  

 

13

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

 

NOTE 5: MARKETABLE SECURITIES

 

The following is a summary of available-for-sale marketable securities:

 

   

March 31, 2019 (Unaudited)

 
   

Amortized
cost

   

Gross
unrealized

gains

   

Gross
unrealized

losses

   

Fair
value

 
Available-for-sale - matures within one year:                                

Corporate bonds

  $ 9,358     $ 2     $ (46 )   $ 9,314  
      9,358       2       (46 )     9,314  

Available-for-sale - matures after one year through five years:

                               

Certificate of deposits

    747                   747  

Government bonds

    501             (3 )     498  

Corporate bonds

    67,541       129       (642 )     67,028  
      68,789       129       (645 )     68,273  
                                 

Total

  $ 78,147     $ 131     $ (691 )   $ 77,587  

 

   

December 31, 2018

 
   

Amortized
cost

   

Gross
unrealized

gains

   

Gross
unrealized

losses

   

Fair
value

 

Available-for-sale - matures within one year:

                               

Corporate bonds

  $ 6,094     $     $ (32 )   $ 6,062  
      6,094             (32 )     6,062  

Available-for-sale - matures after one year through five years:

                               

Certificate of deposits

    747                   747  

Government bonds

    501             (5 )     496  

Corporate bonds

    71,350       134       (1,320 )     70,164  
      72,598       134       (1,325 )     71,407  
                                 

Total

  $ 78,692     $ 134     $ (1,357 )   $ 77,469  

 

The following table presents gross unrealized losses and fair values for those investments that were in an unrealized loss position as of March 31, 2019 and December 31, 2018, and the length of time that those investments have been in a continuous loss position:

 

   

Less than 12 months

   

12 months or greater

 
   

Fair value

   

Gross unrealized loss

   

Fair value

   

Gross unrealized loss

 

As of March 31, 2019 (unaudited)

  $ 12,359     $ (141 )   $ 51,257     $ (550 )

As of December 31, 2018

  $ 16,580     $ (192 )   $ 52,590     $ (1,165 )

 

As of March 31, 2019 and December 31, 2018, management believes the impairments are not other than temporary and therefore the impairment losses were recorded in accumulated other comprehensive income (loss).

 

The following table presents gross realized gains and losses from sale of available-for-sale marketable securities:

 

   

Three months ended
March 31,

 
   

2019

(unaudited)

   

2018

(unaudited)

 
                 

Gross realized gains from sale of available-for-sale marketable securities

  $     $ 4  

Gross realized losses from sale of available-for-sale marketable securities

  $ (24 )   $  

 

14

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

 

NOTE 6: FAIR VALUE MEASUREMENT

 

FASB ASC No. 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value. Fair value is an exit price, representing the amount that would be received for selling an asset or paid for the transfer of a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

 

Level I

Unadjusted quoted prices in active markets that are accessible on the measurement date for identical, unrestricted assets or liabilities;

   

Level II

Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

   

Level III

Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

The Company measures its marketable securities, foreign currency derivative contracts and investment in other company at fair value. Marketable securities and foreign currency derivative contracts are classified within Level II as the valuation inputs are based on quoted prices and market observable data of similar instruments. Investment in other company is classified within Level III as the Company estimates the value based on valuation methods using the observable transaction price on the transaction date and other unobservable inputs, including volatility, as well as rights and obligations of the securities it holds.

 

The table below sets forth the Company’s assets and liabilities measured at fair value by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 

Description

 

March 31, 2019 (unaudited)

   

Level I

(unaudited)

   

Level II

(unaudited)

   

Level III

(unaudited)

 

Assets:

                               

Marketable securities:

                               

Certificate of deposits

  $ 747     $     $ 747     $  

Government bonds

    498             498        

Corporate bonds

    76,342             76,342        

Foreign exchange contracts

    56             56        

 

Description

 

December 31, 2018

   

Level I

   

Level II

   

Level III

 

Assets:

                               

Marketable securities:

                               

Certificate of deposits

  $ 747     $     $ 747     $  

Government bonds

    496             496        

Corporate bonds

    76,226             76,226        

Investment in other company (1)

    936                   936  
                                 

Liabilities:

                               

Foreign exchange contracts

    77             77        

 

(1)    Non- marketable equity securities remeasured during the year ended December 31, 2018.

 

15

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

 

NOTE 7: INTANGIBLE ASSETS, NET

 

           

Three months ended March 31, 2019

(unaudited)

   

Year ended December 31, 2018

 
   

Weighted Average Amortization Period (years)

   

Gross Carrying Amount

   

Accumulated Amortization

   

Net

   

Gross Carrying Amount

   

Accumulated Amortization

   

Net

 
                                                         

Intangible assets –amortizable:

                                                       

Customer relationships

   

4.5

    $ 272     $ 272     $     $ 272     $ 272     $  

Customer backlog

    1.5       93       93             93       93        

Core technologies

    5.1       5,796       5,165       631       5,796       4,955       841  

NB-IoT technologies (*)

    7.0       2,200       420       1,780       2,200       341       1,859  

Total intangible assets

          $ 8,361     $ 5,950     $ 2,411     $ 8,361     $ 5,661     $ 2,700  
   

 

(*) During the first quarter of 2018, the Company entered into an agreement to acquire certain NB-IoT technologies in the amount of $2,800, of which $600 has not been received. Of the $2,200, $750 has not resulted in cash outflows as of March 31, 2019. The Company recorded the amortization cost of the NB-IoT technologies in “cost of revenues” on the Company’s interim condensed consolidated statements of income (loss).

 

Future estimated annual amortization charges are as follows:

 

2019

  $ 866  

2020

    314  

2021

    314  

2022

    314  

2023

    314  

2024

    289  
    $ 2,411  

 

 

NOTE 8: GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA

 

a.     Summary information about geographic areas:

 

The Company manages its business on the basis of one reportable segment: the licensing of intellectual property to semiconductor companies and electronic equipment manufacturers (see Note 1 for a brief description of the Company’s business). The following is a summary of revenues within geographic areas:

 

   

Three months ended
March 31,

 
   

2019

(unaudited)

   

2018

(unaudited)

 

Revenues based on customer location:

               

United States

  $ 1,779     $ 1,707  

Europe and Middle East (1)

    3,342       2,453  

Asia Pacific (2) (3) (4)

    11,848       13,409  
    $ 16,969     $ 17,569  
                 

(1)  Germany

  $ 2,589       *)  

(2)  China

  $ 7,243     $ 6,152  

(3)  S. Korea

  $ 1,767     $ 2,802  

(4)  Japan

  $ 2,647     $ 2,624  

 

*) Less than 10%

 

16

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

b.     Major customer data as a percentage of total revenues:

 

The following table sets forth the customers that represented 10% or more of the Company’s total revenues in each of the periods set forth below.

 

   

Three months ended
March 31,

 
   

2019

(unaudited)

   

2018

(unaudited)

 
                 

Customer A

    21 %     *)  

Customer B

    12 %     16 %

Customer C

    12 %     *)  

Customer D

    10 %     *)  

Customer E

    *)       15 %

 

*) Less than 10%

 

 

NOTE 9: NET LOSS PER SHARE OF COMMON STOCK

 

Basic net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during each period. Diluted net income (loss) per share is computed based on the weighted average number of shares of common stock outstanding during each period, plus dilutive potential shares of common stock considered outstanding during the period, in accordance with FASB ASC No. 260, “Earnings Per Share.”

 

   

Three months ended
March 31,

 
   

2019

(unaudited)

   

2018

(unaudited)

 

Numerator:

               

Net loss

  $ (2,297 )   $ (2,182 )

Denominator (in thousands):

               

Basic weighted-average common stock outstanding

    21,917       22,148  

Effect of stock -based awards

           

Diluted weighted average common stock outstanding

    21,917       22,148  
                 

Basic net loss per share

  $ (0.10 )   $ (0.10 )

Diluted net loss per share

  $ (0.10 )   $ (0.10 )

 

The total number of shares related to the outstanding stock options excluded from the calculation of diluted net loss per share was 1,361,746 and 1,354,693 for the three months ended March 31, 2019 and 2018, respectively.

 

17

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

 

NOTE 10: COMMON STOCK AND STOCK-BASED COMPENSATION PLANS

 

The Company grants stock options and stock appreciation rights (“SARs”) capped with a ceiling to employees and stock options to non-employee directors of the Company and its subsidiaries and provides the right to purchase common stock pursuant to the Company’s 2002 employee stock purchase plan to employees of the Company and its subsidiaries. The SAR unit confers the holder the right to stock appreciation over a preset price of the Company’s common stock during a specified period of time. When the unit is exercised, the appreciation amount is paid through the issuance of shares of the Company’s common stock. The ceiling limits the maximum income for each SAR unit. SARs are considered an equity instrument as it is a net share settled award capped with a ceiling (400% for SAR grants). The options and SARs granted under the Company’s stock incentive plans have been granted at the fair market value of the Company’s common stock on the grant date. Options and SARs granted to employees under stock incentive plans vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest in equal portions over the following 36 months, such that all shares are vested after four years. Options granted to non-employee directors vest 25% of the shares underlying the option on each anniversary of the option grant. A summary of the Company’s stock option and SAR activities and related information for the three months ended March 31, 2019, are as follows:

 

   

Number of
options and
SAR units (1)

   

Weighted
average exercise

price

   

Weighted
average remaining
contractual
term

   


Aggregate
intrinsic-
value

 

Outstanding as of December 31, 2018

    702,817     $ 19.88       4.3     $ 2,708  

Granted

                           

Exercised

    (17,963 )     17.09                  

Forfeited or expired

    (375 )     24.86                  

Outstanding as of March 31, 2019 (2)

    684,479     $ 19.95       4.1     $ 5,142  

Exercisable as of March 31, 2019 (3)

    610,513     $ 19.22       3.8     $ 4,993  

 

 

(1)

The SAR units are convertible for a maximum number of shares of the Company’s common stock equal to 75% of the SAR units subject to the grant.

 

 

(2)

Due to the ceiling imposed on the SAR grants, the outstanding amount equals a maximum of 628,547 shares of the Company’s common stock issuable upon exercise.

 

 

(3)

Due to the ceiling imposed on the SAR grants, the exercisable amount equals a maximum of 555,947 shares of the Company’s common stock issuable upon exercise.

 

As of March 31, 2019, there was $108 of unrecognized compensation expense related to unvested stock options and SARs. This amount is expected to be recognized over a weighted-average period of 1.1 years.

 

Starting in the second quarter of 2015, the Company granted to employees, including executive officers, and non-employee directors, restricted stock units (“RSUs”) under the Company’s 2011 Stock Incentive Plan. A RSU award is an agreement to issue shares of the Company’s common stock at the time the award or a portion thereof vests. RSUs granted to employees generally vest in three equal annual installments starting on the first anniversary of the grant date. Until the end of 2017, RSUs granted to non-employee directors would generally vest in full on the first anniversary of the grant date. Starting in 2018, RSUs granted to non-employee directors would generally vest in two equal annual installments starting on the first anniversary of the grant date. The fair value of each RSU is the market value as determined by the closing price of the common stock on the day of grant. The Company recognizes compensation expenses for the value of its RSU awards, based on the straight-line method over the requisite service period of each of the awards. A summary of the Company’s RSU activities and related information for the three months ended March 31, 2019, are as follows:

 

   

Number of
RSUs

   

Weighted Average Grant-Date
Fair Value

 

Unvested as of December 31, 2018

    564,390     $ 32.28  

Granted

    340,050       28.57  

Vested

    (220,908 )     29.23  

Forfeited or expired

    (6,265 )     29.63  

Unvested as of March 31, 2019

    677,267     $ 31.43  

 

18

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

As of March 31, 2019, there was $18,786 of unrecognized compensation expense related to unvested RSUs. This amount is expected to be recognized over a weighted-average period of 1.7 years.

 

The following table shows the total equity-based compensation expense included in the interim condensed consolidated statements of income (loss):

 

   

Three months ended
March 31,

 
   

2019

(unaudited)

   

2018

(unaudited)

 

Cost of revenue

  $ 136     $ 157  

Research and development, net

    1,362       1,269  

Sales and marketing

    356       454  

General and administrative

    562       891  

Total equity-based compensation expense

  $ 2,416     $ 2,771  

 

The fair value for rights to purchase shares of common stock under the Company’s employee stock purchase plan was estimated on the date of grant using the following assumptions:

 

   

Three months ended
March 31,

 
   

2019

(unaudited)

   

2018

(unaudited)

 

Expected dividend yield

    0 %     0%    

Expected volatility

    43 %    35% - 42%  

Risk-free interest rate

    2.5 %    0.7% - 1.6%  

Contractual term of up to (months)

    24       24    

 

 

NOTE 11: DERIVATIVES AND HEDGING ACTIVITIES

 

In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities" and subsequent related updates. The Company adopted this guidance effective January 1, 2019, on a modified retrospective basis through a cumulative-effect adjustment to retained earnings at January 1, 2019. See Note 2, "Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncements" for additional information.

 

The Company follows the requirements of FASB ASC No. 815,” Derivatives and Hedging” which requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of financial position at fair value. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging transaction and further, on the type of hedging transaction. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. Due to the Company’s global operations, it is exposed to foreign currency exchange rate fluctuations in the normal course of its business. The Company’s treasury policy allows it to offset the risks associated with the effects of certain foreign currency exposures through the purchase of foreign exchange forward or option contracts (“Hedging Contracts”). The policy, however, prohibits the Company from speculating on such Hedging Contracts for profit. To protect against the increase in value of forecasted foreign currency cash flow resulting from salaries paid in currencies other than the U.S. dollar during the year, the Company instituted a foreign currency cash flow hedging program. The Company hedges portions of the anticipated payroll of its non-U.S. employees denominated in the currencies other than the U.S. dollar for a period of one to twelve months with Hedging Contracts. Accordingly, when the dollar strengthens against the foreign currencies, the decline in present value of future foreign currency expenses is offset by losses in the fair value of the Hedging Contracts. Conversely, when the dollar weakens, the increase in the present value of future foreign currency expenses is offset by gains in the fair value of the Hedging Contracts. These Hedging Contracts are designated as cash flow hedges.

 

19

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

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 gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. As of March 31, 2019 and December 31, 2018, the notional principal amount of the Hedging Contracts to sell U.S. dollars held by the Company was $8,500 and $9,100, respectively.

 

The fair value of the Company’s outstanding derivative instruments is as follows:

 

   

March 31,

   


December 31,

 
   

2019

(Unaudited)

   

2018

 

 

Derivative assets:

               

Derivatives designated as cash flow hedging instruments:

               

Foreign exchange option contracts

  $ 2     $  

Foreign exchange forward contracts

    54        

Total

  $ 56     $  
                 

Derivative liabilities:

               

Derivatives designated as cash flow hedging instruments:

               

Foreign exchange option contracts

  $     $ 14  

Foreign exchange forward contracts

          63  

Total

  $     $ 77  

 

The increase (decrease) in unrealized gains (losses) recognized in “accumulated other comprehensive loss” on derivatives, before tax effect, is as follows:

 

   

Three months ended
March 31,

 
   

2019

(unaudited)

   

2018

(unaudited)

 

Derivatives designated as cash flow hedging instruments:

               

Foreign exchange option contracts

  $ 16     $ (19 )

Foreign exchange forward contracts

    190       (5 )
    $ 206     $ (24 )

 

The net (gains) losses reclassified from “accumulated other comprehensive loss” into income are as follows:

 

   

Three months ended
March 31,

 
   

2019

(unaudited)

   

2018

(unaudited)

 

Derivatives designated as cash flow hedging instruments:

               

Foreign exchange option contracts

  $     $ 14  

Foreign exchange forward contracts

    (73 )     5  
    $ (73 )   $ 19  

 

20

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

The Company recorded in cost of revenues and operating expenses a net income of $73 during the three months ended March 31, 2019, and a net loss of $19 for the comparable period of 2018, related to its Hedging Contracts.

 

 

NOTE 12: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

The following tables summarize the changes in accumulated balances of other comprehensive income (loss), net of taxes:

 

   

Three months ended March 31, 2019

(unaudited)

   

Three months ended March 31, 2018

(unaudited)

 
   

Unrealized

gains (losses) on available-for-sale marketable securities

   

Unrealized gains (losses) on cash flow hedges

   

Total

   

Unrealized

gains (losses) on available-for-sale marketable securities

   

Unrealized gains (losses) on cash flow hedges

   

Total

 
                                                 

Beginning balance

  $ (1,046 )   $ (68 )   $ (1,114 )   $ (586 )   $     $ (586 )

Other comprehensive income (loss) before reclassifications

    552       181       733       (595 )     (21 )     (616 )

Amounts reclassified from accumulated other comprehensive income (loss)

    18       (64 )     (46 )     (3 )     17       14  

Net current period other comprehensive income (loss)

    570       117       687       (598 )     (4 )     (602 )

Ending balance

  $ (476 )   $ 49     $ (427 )   $ (1,184 )   $ (4 )   $ (1,188 )

 

The following table provides details about reclassifications out of accumulated other comprehensive income (loss):

 

Details about Accumulated

Other Comprehensive Income

(Loss) Components

 

 

Amount Reclassified from Accumulated Other Comprehensive Income (Loss)

   

 

Affected Line Item in the

Statements of Income (Loss)

                     
   

Three months ended March 31,

     
   

2019
(unaudited)

   

2018
(unaudited)

     

Unrealized gains (losses) on cash flow hedges

  $ 2     $ (1 )  

Cost of revenues

      64       (16 )  

Research and development

      2       (1 )  

Sales and marketing

      5       (1 )  

General and administrative

      73       (19 )  

Total, before income taxes

      9       (2 )  

Income tax expense (benefit)

      64       (17 )  

Total, net of income taxes

Unrealized gains (losses) on available-for-sale marketable securities

    (24 )     4    

Financial income (loss), net

      (6 )     1    

Income tax expense (benefit)

      (18 )     3    

Total, net of income taxes

    $ 46     $ (14 )  

Total, net of income taxes

 

21

 

 

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

 

(in thousands, except share data)

 

 

NOTE 13: SHARE REPURCHASE PROGRAM

 

During the first quarter of 2019, the Company repurchased 91,303 shares of common stock at an average purchase price of $27.77 per share for an aggregate purchase price of $2,536. During the first quarter of 2018, the Company repurchased 41,322 shares of common stock at an average purchase price of $35.31 per share for an aggregate purchase price of $1,459. As of March 31, 2019, 263,877 shares of common stock remained available for repurchase pursuant to the Company’s share repurchase program.

 

The repurchases of common stock are accounted for as treasury stock, and result in a reduction of stockholders’ equity. When treasury shares are reissued, the Company accounts for the reissuance in accordance with FASB ASC No. 505-30, “Treasury Stock” and charges the excess of the repurchase cost over issuance price using the weighted average method to retained earnings. The purchase cost is calculated based on the specific identified method. In the case where the repurchase cost over issuance price using the weighted average method is lower than the issuance price, the Company credits the difference to additional paid-in capital.

 

 

NOTE 14: IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS NOT YET ADOPTED

 

In January 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses on Financial Instruments,” which requires that expected credit losses relating to financial assets be measured on an amortized cost basis and available-for-sale debt securities be recorded through an allowance for credit losses. ASU 2016-13 limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and also requires the reversal of previously recognized credit losses if fair value increases. The new standard will be effective for interim and annual periods beginning after January 1, 2020, and early adoption is permitted. The Company is currently evaluating whether to early adopt this standard and the potential effect of such adoption on its consolidated financial statements.

 

22

 

 

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion together with the unaudited financial statements and related notes appearing elsewhere in this quarterly report. This discussion contains forward-looking statements that involve risks and uncertainties. Any or all of our forward-looking statements in this quarterly report may turn out to be wrong. These forward-looking statements can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. Factors which could cause actual results to differ materially include those set forth under in Part II – Item 1A – “Risk Factors,” as well as those discussed elsewhere in this quarterly report. See “Forward-Looking Statements.”

 

BUSINESS OVERVIEW

 

The financial information presented in this quarterly report includes the results of CEVA, Inc. and its subsidiaries.

 

Headquartered in Mountain View, California, CEVA is the leading licensor of signal processing platforms and a primary player in artificial intelligence (AI) processors for a smarter, connected world. We partner with leading semiconductor and original equipment manufacturer (OEM) companies worldwide to create power-efficient, intelligent and connected devices for a range of end markets, including mobile, consumer, automotive, industrial and Internet of Things (IoT).

 

Our portfolio includes comprehensive platforms for wireless connectivity products and smart sensing products, including 4G and 5G baseband processing in handsets and base station RAN, highly integrated cellular IoT solutions, industry’s most widely adopted IPs for Bluetooth (low energy and dual mode) and Wi-Fi (4/5/6 up to 4x4), DSP platforms incorporating voice input algorithms and software for voice-assisted devices, DSP platforms for advanced imaging and computer vision in any camera-enabled device, and a family of self-contained AI processors that address a wide range of edge applications.

 

Our technologies are licensed to leading semiconductor and OEM companies throughout the world. These companies incorporate our IP into application-specific integrated circuits (“ASICs”) and application-specific standard products (“ASSPs”) that they manufacture, market and sell to wireless, consumer, automotive and IoT companies. We believe that our licensing business is progressing well with strong interest, diverse customer base and a myriad of target markets. Our state-of-the-art technology has shipped in more than 10 billion chips to date for a wide range of diverse end markets. Every second, thirty devices sold worldwide are powered by CEVA.

 

We believe the adoption of our connectivity products and smart sensing products beyond our incumbency in the handset baseband market continues to progress. As a testament to this trend, during the first quarter of 2019, we concluded 8 licensing deals, all of which are for non-cellular handset baseband applications. Of note, one of the deals signed was with a major automotive OEM who has selected our NeuPro AI processor for its autonomous car platform targeting start of production in 2024. We believe this deal is transformational for CEVA, as it positions us as a leader in AI and computer vision processing in level 3 and above autonomous driving. Based on shipment data or our best estimates of the shipment data for the first quarter of 2019, shipments of CEVA-powered non-cellular baseband products grew 16% year-over-year to 86 million units. This data is indicative of the continued traction our non-baseband customers are gaining with our signal processing IPs.

 

We believe the following key elements represent significant growth drivers for the company:

 

 

CEVA is firmly established in the largest space in the semiconductor industry – baseband for mobile handsets. Our customer base maintains a strong industry presence in the handset space, in particular in the low-tier LTE smartphone, and 3G and 2G phone segments that target emerging markets. Our DSPs are also currently included in the world’s most successful smartphone OEM in its present and upcoming LTE-based flagship models.

 

 

The royalty we derive from high-end smartphones is higher on average than that of mid and low-tier smartphones due to more DSP content in high end premier smartphones that bear a higher royalty average selling price (“ASP”). Looking ahead, our advanced DSPs and 5G platform for mobile broadband put us in a strong position to power 5G baseband for base station, smartphones, fixed wireless and a range of machine to machine devices that will appear in cars, smart cities and industrial products. Incorporating a range of DSPs and processors, including an AI processor dedicated to improving 5G processing efficiency, we believe our CEVA-PentaG is the most advanced cellular baseband IP in the industry today.

 

 

Our specialization and competitive edge in signal processing platforms for 5G base stations and handsets put us in a strong position to capitalize on the emergence of 5G to address mass market adoption and benefit from new 5G usage models such as fixed wireless access, remote radio heads, cellular backhaul, small cells, and other machine to machine devices. As a testament to this, we signed three 5G related deals in the first quarter of 2019 targeting new 5G usage models as discussed above.

 

23

 

 

 

Our broad Bluetooth, Wi-Fi and NB-IoT IPs allow us to expand further into IoT applications and substantially increase our overall addressable market. In the first quarter of 2019, shipments of products incorporating our Bluetooth and Wi-Fi IP grew 15% year-over-year to reach 68 million devices. Our addressable market size for Bluetooth, Wi-Fi and NB-IoT is expected to be more than 9 billion devices annually by 2022 based on ABI Research and Ericsson Mobility Report.

 

 

The growing market potential for voice assisted devices, as voice is becoming a primary user interface for IoT applications, including handsets, Bluetooth earbuds, automotive, smart home and consumer devices, offers an additional growth segment for us. To better address this market, we recently introduced our WhisPro speech recognition technology and ClearVox voice input software that are offered in conjunction with our audio/voice DSPs. These highly-integrated platforms, plus our proven track record in audio/voice processing with more than 6 billion audio chips shipped to date, put us in a strong position to power audio and voice roadmaps across this new range of addressable end markets.

     
 

Our CEVA-XM4 and CEVA-XM6 imaging and vision platforms and deep learning capabilities provide highly compelling offerings for any camera-enabled device such as smartphones, automotive safety (ADAS), autonomous driving (AD), drones, robotics, security and surveillance, augmented reality (AR) and virtual reality (VR), drones, and signage. Per research from Yole Développement, camera-enabled devices incorporating computer vision and AI are expected to exceed 1 billion units by 2022. We have already signed more than fifty licensing agreements for our imaging and vision DSPs across those markets, where our customers can add camera-related enhancements such as smarter autofocus, better picture using super resolution algorithms, and better image capture in low-light environments. Other customers can add video analytics support to enable new services like augmented reality, gesture recognition and advanced safety capabilities in cars. This transformation in vision processing and neural net software are opportunities for us to expand our footprint and content in smartphones, drones, consumer cameras, surveillance, automotive ADAS and industrial IoT applications.

     
 

Neural networks are increasingly being deployed for a wide range of markets in order to make devices “smarter.” These markets include IoT, smartphones, surveillance, automotive, robotics, medical and industrial. To address this significant and lucrative opportunity, we introduced NeuPro™ - a family of AI processors for deep learning at the edge. These self-contained AI processors bring the power of deep learning to the device, without relying on connectivity to the cloud. We believe this market opportunity for AI at the edge is on top of our existing product lines and represents new licensing and royalty drivers for the company in the coming years. In the first quarter, we concluded an agreement with one of the world’s leading automotive OEMs for our NeuPro AI processors targeting the autonomous driving.

 

As a result of our diversification strategy beyond baseband for handsets and our progress in addressing those new markets under the IoT umbrella, we expect significant growth in royalty revenues derived from non-handset baseband applications over the next few years due to a combination of higher unit shipments of Bluetooth and other connectivity products that bear lower ASPs, along with higher ASPs driven by base station and vision products.

 

At our first investor and analyst day held on January 14, 2019 in New York City, we presented our anticipated financial metrics for year 2022. We forecasted that our licensing revenue in 2022 will have grown approximately 10% to 20% from current levels, our royalty revenue will be approximately two times the current levels and our non GAAP net income will be approximately three times the current levels.

 

RESULTS OF OPERATIONS

 

Total Revenues

 

Total revenues were $17.0 million for the first quarter of 2019, representing a decrease of 3%, as compared to the corresponding period in 2018. For the first quarter of 2019, the decrease was due to lower royalty revenues in comparison to the corresponding period in 2018.

 

Five largest customers accounted for 63% of our total revenues for the first quarter of 2019, as compared to 49% for the comparable period in 2018. Four customers accounted for 21%, 12%, 12% and 10% of our total revenues for the first quarter of 2019, as compared to two customers that accounted for 16% and 15% of our total revenues for the first quarter of 2018. Sales to Spreadtrum represented 12% of our total revenues for the first quarter of 2019, as compared to 16% for the comparable period in 2018. Generally, the identity of our other customers representing 10% or more of our total revenues varies from period to period, especially with respect to our licensing customers as we generate licensing revenues generally from new customers on a quarterly basis. With respect to our royalty revenues, three royalty paying customers each represented 10% or more of our total royalty revenues for the first quarter of 2019, and collectively represented 70% of our total royalty revenues for the first quarter of 2019. Three royalty paying customers each represented 10% or more of our total royalty revenues for the first quarter of 2018, and collectively represented 73% of our total royalty revenues for the first quarter of 2018. We expect that a significant portion of our future revenues will continue to be generated by a limited number of customers. The concentration of our customers is explainable in part by consolidation in the semiconductor industry.

 

24

 

 

Starting on January 1, 2019, certain amounts in the prior years’ financial statements have been reclassified to conform to the current year’s presentation. Amounts under connectivity products classification are associated with all baseband for handsets (2G, 3G, 4G and 5G) and others (base station RAN, mmwave small cells and cellular V2X), Bluetooth, Wi-Fi, NB-IoT and SATA/SAS revenues. All of the rest of products, namely AI, audio/sound/speech, computer vision and advanced imaging products, have been reclassified under smart sensing products. Such reclassification has no effect on stockholders’ equity or net income as previously reported. The following table sets forth the products and services as percentages of our total revenues for each of the periods set forth below:

 

   

First Quarter
2019

   

First Quarter
2018

 
                 

Connectivity products

    72%       76%  

Smart sensing products

    28%       24%  

 

We expect to continue to generate a significant portion of our revenues for 2019 from the above products and services.

 

Licensing and Related Revenues

 

Licensing and related revenues were $11.0 million and $10.1 million for the first quarters of 2019 and 2018, respectively, representing an increase of 9% as compared to the corresponding period in 2018. The increase in licensing and related revenues for the first quarter of 2019 was due to an increase in both the handset and non-handset baseband licensing deals. In non-handset baseband, we signed strategic deals for autonomous driving and three 5G applications for different market use cases like base station RAN, mmwave small cells and cellular V2X. 5G brings key benefits, including 10 times faster speed than 4G and much lower latency. Operators and IT companies will benefit from those 5G capabilities to enable services and use cases such as 4K video streaming, fixed wireless access to displace the more expensive fiber to the home and V2X communications which allows the exchange of location information between cars. CEVA has established customer channels and technologies for 5G and AI that can serve this sizable space.

 

Licensing and related revenues accounted for 65% of our total revenues for the first quarter of 2019, as compared to 57% for the comparable period of 2018. Overall, we perceive a healthy demand for our products in the first quarter of 2019. During the first quarter of 2019, we concluded eight new licensing deals, 3 were on smart sensing products and 5 were for connectivity products with overall four first time customers. . Customers’ target markets for the licenses include AI for autonomous cars, 5G for base station RAN, mmwave small cells and cellular V2X, Bluetooth earbuds, smart speakers and a range of IoT devices. Geographically, three of the deals signed were in China, one was in the U.S., one was in Europe and three were in the APAC region, including Japan. Our licensing business is progressing well with a solid pipeline, diverse customer base and target markets.

 

Royalty Revenues

 

Royalty revenues were $6.0 million for the first quarter of 2019, representing a decrease of 20%, as compared to the corresponding period in 2018. Royalty revenues accounted for 35% of our total revenues for the first quarter of 2019, as compared to 43% for the comparable period of 2018. The decrease in royalty revenues for the first quarter of 2019 mainly reflected a decrease in handset shipments due to excess channel inventory of our customers.

 

Our customers reported sales of 175 million chipsets incorporating our technologies for the first quarter of 2019, a decrease of 11% from the corresponding period in 2018 for actual shipments reported. The decrease for the first quarter of 2019 is due to the same reason as set forth above for the decrease in royalty revenues.

 

The five largest royalty-paying customers accounted for 81% of our total royalty revenues for the first quarter of 2019, as compared to 85% for the comparable period of 2018.

 

Geographic Revenue Analysis

 

    First Quarter
2019
    First Quarter
2018
 
    (in millions, except percentages)  

United States

  $ 1.8       10 %   $ 1.7       10 %

Europe and Middle East (1)

  $ 3.3       20 %   $ 2.5       14 %

Asia Pacific (2) (3) (4)

  $ 11.8       70 %   $ 13.4       76 %
                                 

(1)   Germany

  $ 2.6       15 %     *)       *)  

(2)   China

  $ 7.2       43 %   $ 6.2       35 %

(3)   S. Korea

  $ 1.8       10 %   $ 2.8       16 %

(4)   Japan

  $ 2.6       16 %   $ 2.6       15 %

 

*) Less than 10%.

 

25

 

 

Due to the nature of our license agreements and the associated potential large individual contract amounts, the geographic split of revenues both in absolute dollars and percentage terms generally varies from quarter to quarter.

 

Cost of Revenues

 

Cost of revenues were $2.0 million for both the first quarter of 2019 and 2018. Cost of revenues accounted for 12% of our total revenues for the first quarter of 2019, as compared to 11% for the comparable period of 2018. The net effect for the first quarter of 2019 principally reflected higher customization work for our licensees, partially offset by lower payments to the Israeli Innovation Authority of the Ministry of Economy and Industry in Israel (the “IIA”). Included in cost of revenues for the first quarter of 2019 was a non-cash equity-based compensation expense of $136,000, as compared to $157,000 for the comparable period of 2018.

 

We anticipate that our cost of revenues will increase in 2019 as compared to 2018, partially due to higher expenses of over a $1 million for engineering customization related expenses that will be allocated from our research and developments costs to cost of revenue on a 5G-related license deal executed in 2018.

 

Gross Margin

 

Gross margin for the first quarter of 2019 was 88%, as compared to 89% for the comparable period of 2018. The decrease for the first quarter of 2019 mainly reflected lower royalty revenues.

 

Operating Expenses

 

Total operating expenses were $17.9 million for the first quarter of 2019, as compared to $18.5 million for the comparable period of 2018. The net decrease in total operating expenses for the first quarter of 2019 principally reflected lower non-cash equity-based compensation expenses and higher research grants received, partially offset by higher salary and employee related costs, mainly due to higher headcount.

 

Research and Development Expenses, Net

 

Our research and development expenses, net, were $12.3 million for the first quarter of 2019, as compared to $12.0 million for the comparable period of 2018. The net increase for the first quarter of 2019 principally reflected higher salary and employee related costs, mainly due to higher headcount, partially offset by higher research grants received. Included in research and development expenses for the first quarter of 2019 were non-cash equity-based compensation expenses of $1,362,000, as compared to $1,269,000 for the comparable period of 2018. Research and development expenses as a percentage of our total revenues were 73% for the first quarter of 2019, as compared to 68% for the comparable period of 2018. The percentage increase for the first quarter of 2019 as compared to the comparable period of 2018 is due to the same reasons as set forth above for the increase in research and development expenses in absolute dollars for the comparable periods of 2019 and 2018, and due to lower total revenues for the first quarter of 2019 as compared to the comparable period of 2018.

 

The number of research and development personnel was 265 at March 31, 2019, as compared to 231 at March 31, 2018.

 

We anticipate that our research and development expenses will continue to increase in 2019. With our newly announced products and continued momentum with our existing licensing business, we will continue to innovate and reinforce our leadership, but with disciplined investments in research and developments. The increase will be approximately $4 million, mainly associated with investments in headcount, employee-related costs and EDA tools.

 

26

 

 

Sales and Marketing Expenses

 

Our sales and marketing expenses were $3.0 million for the first quarter of 2019, as compared to $3.2 million for the comparable period of 2018. The decrease for the first quarter of 2019 primarily reflected lower salary and employee related costs. Included in sales and marketing expenses for the first quarter of 2019 were non-cash equity-based compensation expenses of $356,000, as compared to $454,000 for the comparable period of 2018. Sales and marketing expenses as a percentage of our total revenues were 18% for both the first quarter of 2019 and 2018.

 

The total number of sales and marketing personnel was 32 at March 31, 2019, as compared to 37 at March 31, 2018.

 

General and Administrative Expenses

 

Our general and administrative expenses were $2.3 million for the first quarter of 2019, as compared to $3.0 million for the comparable period of 2018. The decrease for the first quarter of 2019 primarily reflected lower salary and employee related costs as well as lower non-cash equity-based compensation expenses. Included in general and administrative expenses for the first quarter of 2019 were non-cash equity-based compensation expenses of $562,000, as compared to $891,000 for the comparable period of 2018. General and administrative expenses as a percentage of our total revenues were 14% for the first quarter of 2019, as compared to 17% for comparable period of 2018. The percentage decrease for the first quarter of 2019 is due to the same reasons as set forth above for the decrease in general and administrative expenses in absolute dollars, and due to lower total revenues for the comparable period in 2019 as compared to 2018.

 

The number of general and administrative personnel was 31 at March 31, 2019, as compared to 27 at March 31, 2018.

 

Amortization of intangible assets

 

Our amortization charges were $0.2 million for the first quarter of 2019, as compared to $0.4 million for the comparable period of 2018. The charges were incurred in connection with the amortization of intangible assets associated with the acquisition of RivieraWaves in July 2014. As of March 31, 2019, the net amount of intangible assets related to the acquisition of RivieraWaves was $0.6 million.

 

Financial Income, Net (in millions)

 

   

First Quarter
2019

   

First Quarter
2018

 

Financial income, net

  $ 0.80     $ 0.93  

of which:

               

Interest income and gains and losses from marketable securities, net

  $ 0.93     $ 0.88  

Foreign exchange income (loss)

  $ (0.13 )   $ 0.05  

 

Financial income, net, consists of interest earned on investments, gains and losses from sale of marketable securities, accretion (amortization) of discounts (premiums) on marketable securities and foreign exchange movements.

 

The increase in interest income and gains and losses from marketable securities, net, during the first quarter of 2019 principally reflected higher yields, offset by lower combined cash, bank deposits and marketable securities balances held.

 

We review our monthly expected major non-U.S. dollar denominated expenditures and look to hold equivalent non-U.S. dollar cash balances to mitigate currency fluctuations. This has resulted in a foreign exchange loss of $0.13 million for the first quarter of 2019, as compared to foreign exchange gain of $0.05 million for the comparable period of 2018.

 

Provision for Income Taxes

 

Our income tax expenses were $0.2 million for both the first quarter of 2019 and 2018. Currently, our Israeli and Irish subsidiaries are taxed at rates substantially lower than U.S. tax rates.

 

Our Irish subsidiary qualified for a 12.5% tax rate on its trade. Interest income generated by our Irish subsidiary is taxed at a rate of 25%. Our French subsidiary qualified for a 31.0% tax rate on its profits, with the first €500,000 of taxable profit is being subject to a reduced 28% rate.

 

Our Israeli subsidiary is entitled to various tax benefits by virtue of the “Approved Enterprise” and/or “Benefited Enterprise” status granted to its eight investment programs, as defined by the Israeli Investment Law. In accordance with the Investment Law, our Israeli subsidiary’s first seven investment programs were subject to corporate tax rate of 23% for the first three months of 2019, and our Israeli subsidiary’s eighth investment program was subject to corporate tax rate of 10% for the first three months of 2019. However, our Israeli subsidiary is eligible for the erosion of tax basis with respect to its first seven investment programs, and this resulted in an increase in the taxable income attributable to the eighth investment program, which was subject to a reduced tax rate of 10% for the first three months of 2019. The tax benefits under our Israeli subsidiary’s active investment programs are scheduled to gradually expire starting in 2020.

 

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To maintain our Israeli subsidiary’s eligibility for the above tax benefits, it must continue to meet certain conditions under the Investment Law. Should our Israeli subsidiary fail to meet such conditions in the future, these benefits would be cancelled and it would be subject to corporate tax in Israel at the standard corporate rate and could be required to refund tax benefits already received, with interest and adjustments for inflation based on the Israeli consumer price index.

 

On December 22, 2017, the U.S. President signed into law federal tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act provides for significant and wide-ranging changes to the U.S. Internal Revenue Code. Broadly, the implications most relevant to us include: a) a reduction in the U.S. federal corporate income tax rate from 35% to 21%, with various “base erosion” rules that may effectively limit the tax deductibility of certain payments made by our U.S. entities to our non-U.S. affiliates and additional limitations on deductions attributable to interest expense; and b) adopting elements of a territorial tax system. To transition into the territorial tax system, the Tax Act included a one-time tax on cumulative retained earnings of U.S.-owned foreign subsidiaries, at a rate of 15.5% for earnings represented by cash or cash equivalents, and 8.0% for the balance of such earnings.  In connection with our completed analysis of the impact of the Tax Act, and after utilization of existing tax loss carryforwards and foreign tax credit carryforwards, we did not incur a tax payment.

 

In January 2018, the Financial Accounting Standards Board released guidance on the accounting for taxes on the global intangible low-taxed income (“GILTI”) provisions of the Tax Act. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. The guidance indicates that either (i) accounting for deferred taxes relating to GILTI inclusions, or (ii) treating any taxes on GILTI inclusions as period cost, are both acceptable methods subject to an accounting policy election.  We have elected to treat the GILTI tax as a period expense rather than provide U.S. deferred taxes on foreign temporary differences that are expected to generate GILTI income when they reverse in future years.

 

Critical Accounting Policies and Estimates

 

Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.

 

We believe that the assumptions and estimates associated with revenue recognition, fair value of financial instruments, equity-based compensation and income taxes have the greatest potential impact on our consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

 

See our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 4, 2019, for a discussion of additional critical accounting policies and estimates. Except for policy changes in accounting for leases associated with our adoption of Topic 842 (see Note 2 “Significant Accounting Policies- Leases” in the Notes to Condensed Consolidated Financial Statements in Item 1), there have been no changes in our critical accounting policies as compared to what was previously disclosed in the Form 10-K for the year ended December 31, 2018.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of March 31, 2019, we had approximately $21.5 million in cash and cash equivalents, $57.8 million in short term bank deposits, $77.5 million in marketable securities, and $14.5 million in long term bank deposits, totaling $171.3 million, as compared to $167.7 million at December 31, 2018. The increase for the first quarter of 2019 principally reflected cash provided by operations and cash proceeds from exercise of stock-based awards, partially offset by funds used to repurchase 91,303 shares of common stock for an aggregate consideration of approximately $2.5 million.

 

Out of total cash, cash equivalents, bank deposits and marketable securities of $171.3 million, $141.0 million was held by our foreign subsidiaries. Our intent is to permanently reinvest earnings of our foreign subsidiaries and our current operating plans do not demonstrate a need to repatriate foreign earnings to fund our U.S. operations. However, if these funds were needed for our operations in the United States, we would be required to accrue and pay taxes to repatriate these funds. The determination of the amount of additional taxes related to the repatriation of these earnings is not practicable, as it may vary based on various factors such as the location of the cash and the effect of regulation in the various jurisdictions from which the cash would be repatriated.

 

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During the first three months of 2019, we invested $8.9 million of cash in bank deposits and marketable securities with maturities up to 61 months from the balance sheet date. In addition, during the same period, bank deposits and marketable securities were sold or redeemed for cash amounting to $5.4 million. All of our marketable securities are classified as available-for-sale. The purchase and sale or redemption of available-for-sale marketable securities are considered part of investing cash flow. Available-for-sale marketable securities are stated at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, net of taxes. Realized gains and losses on sales of investments, as determined on a specific identification basis, are included in the interim condensed consolidated statements of income (loss). We did not recognize any other-than-temporarily-impaired charges on marketable securities during the first three months of 2019. For more information about our marketable securities, see Notes 5 to the interim condensed consolidated financial statements for the three months ended March 31, 2019.

 

Bank deposits are classified as short-term bank deposits and long-term bank deposits. Short-term bank deposits are deposits with maturities of more than three months but no longer than one year from the balance sheet date, whereas long-term bank deposits are deposits with maturities of more than one year as of the balance sheet date. Bank deposits are presented at their cost, including accrued interest, and purchases and sales are considered part of cash flows from investing activities.

 

Operating Activities

 

Cash provided by operating activities for the first three months of 2019 was $4.7 million and consisted of net loss of $2.3 million, adjustments for non-cash items of $3.7 million, and changes in operating assets and liabilities of $3.3 million. Adjustments for non-cash items primarily consisted of $1.0 million of depreciation and amortization of intangible assets, $2.4 million of equity-based compensation expenses and $0.2 million of amortization of premiums on available-for-sale marketable securities. The increase in operating assets and liabilities primarily consisted of a decrease in trade receivables of $6.8 million (mainly as a result of a decrease in unbilled receivables associated with royalties) and an increase in accrued payroll and related benefits of $1.4 million, partially offset by an increase in prepaid expenses and other assets of $3.1 million (mainly as a result of payment of a yearly design tool subscription), an increase in accrued interest on bank deposits of $0.3 million, an increase in deferred taxes, net of $0.4 million, a decrease in deferred revenues of $0.8 million and a decrease in accrued expenses and other payables of $0.6 million.

 

Cash provided by operating activities for the first three months of 2018 was $1.8 million and consisted of net loss of $2.2 million, adjustments for non-cash items of $3.9 million, and with no changes in operating assets and liabilities, net. Adjustments for non-cash items primarily consisted of $0.9 million of depreciation and amortization of intangible assets, $2.8 million of equity-based compensation expenses and $0.2 million of amortization of premiums on available-for-sale marketable securities. The changes in operating assets and liabilities primarily consisted of a decrease in trade receivables, partially offset by an increase in prepaid expenses and other assets, and a decrease in accrued expenses and other payables.

 

Cash flows from operating activities may vary significantly from quarter to quarter depending on the timing of our receipts and payments. Our ongoing cash outflows from operating activities principally relate to payroll-related costs and obligations under our property leases and design tool licenses. Our primary sources of cash inflows are receipts from our accounts receivable, to some extent, funding from R&D government grants and French research tax credits, and interest earned from our cash, deposits and marketable securities. The timing of receipts of accounts receivable from customers is based upon the completion of agreed milestones or agreed dates as set out in the contracts.

 

Investing Activities

 

Net cash used in investing activities for the first three months of 2019 was $4.1 million, compared to $4.8 million of net cash used in investing activities for the comparable period of 2018. We had a cash outflow of $5.0 million and a cash inflow of $5.4 million with respect to investments in marketable securities during the first three months of 2019, as compared to a cash outflow of $9.5 million and a cash inflow of $6.0 million with respect to investments in marketable securities during the first three months of 2018. For the first three months of 2019, we had investment of $3.8 million in bank deposits. We had a cash outflow of $0.6 million and $0.5 million during the first three months of 2019 and 2018, respectively, from purchase of property and equipment. For the first three months of 2018, we had a cash outflow of $0.9 million from the purchase of a license of NB-IoT technologies.

 

Financing Activities

 

Net cash used in financing activities for the first three months of 2019 was $1.4 million, as compared to $0.4 million of net cash used in financing activities for the comparable period of 2018. The decrease is due to the use of cash for share repurchases, less proceeds received from the exercise of stock-based awards, both as set forth below.

 

In August 2008, we announced that our board of directors approved a share repurchase program for up to one million shares of common stock which was further extended collectively by an additional five million shares in 2010, 2013 and 2014. In May 2018, our board of directors authorized the repurchase of an additional 700,000 shares of common stock pursuant to Rule 10b-18 of the Exchange Act. During the first three months of 2019, we repurchased 91,303 shares of common stock pursuant to our share repurchase program, at an average purchase price of $27.77 per share, for an aggregate purchase price of $2.5 million. During the first three months of 2018, we repurchased 41,322 shares of common stock pursuant to our share repurchase program, at an average purchase price of $35.31 per share, for an aggregate purchase price of $1.5 million. As of March 31, 2019, we have 263,877 shares available for repurchase.

 

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During the first three months of 2019, we received $1.2 million from the exercise of stock-based awards, as compared to $1.1 million received for the comparable period of 2018.

 

We believe that our cash and cash equivalents, short-term bank deposits and marketable securities, along with cash from operations, will provide sufficient capital to fund our operations for at least the next 12 months. We cannot provide assurances, however, that the underlying assumed levels of revenues and expenses will prove to be accurate.

 

In addition, as part of our business strategy, we occasionally evaluate potential acquisitions of businesses, products and technologies and minority equity investments. Accordingly, a portion of our available cash may be used at any time for the acquisition of complementary products or businesses or minority equity investments. 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 or investment candidates, complete acquisitions or investments, integrate acquired businesses into our current operations, or expand into new markets. Furthermore, we cannot provide assurances that additional financing will be available to us in any required time frame and on commercially reasonable terms, if at all. See “Risk Factors—We may seek to expand our business in ways that could result in diversion of resources and extra expenses.” for more detailed information.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

A majority of our revenues and a portion of our expenses are transacted in U.S. dollars and our assets and liabilities together with our cash holdings are predominately denominated in U.S. dollars. However, the majority of our expenses are denominated in currencies other than the U.S. dollar, principally the NIS and the Euro. Increases in volatility of the exchange rates of currencies other than the U.S. dollar versus the U.S. dollar could have an adverse effect on the expenses and liabilities that we incur when remeasured into U.S. dollars. We review our monthly expected non-U.S. dollar denominated expenditures and look to hold equivalent non-U.S. dollar cash balances to mitigate currency fluctuations. This has resulted in a foreign exchange loss of $133,000 for the first quarter of 2019, and a foreign exchange gain of $51,000 for the comparable period of 2018.

 

As a result of currency fluctuations and the remeasurement of non-U.S. dollar denominated expenditures to U.S. dollars for financial reporting purposes, we may experience fluctuations in our operating results on an annual and quarterly basis. To protect against the increase in value of forecasted foreign currency cash flow resulting from salaries paid in currencies other than the U.S. dollar during the year, we follow a foreign currency cash flow hedging program. We hedge portions of the anticipated payroll for our non-U.S. employees denominated in currencies other than the U.S. dollar for a period of one to twelve months with forward and option contracts. During the first quarter of 2019, we recorded accumulated other comprehensive gain of $117,000 from our forward and option contracts, net of taxes, with respect to anticipated payroll expenses for our non-U.S. employees. During the first quarter of 2018, we recorded accumulated other comprehensive loss of $4,000 from our forward and option contracts, net of taxes, with respect to anticipated payroll expenses for our non-U.S. employees. As of March 31, 2019, the amount of other comprehensive gain from our forward and option contracts, net of taxes, was $49,000, which will be recorded in the consolidated statements of income (loss) during the following six months. We recognized a net gain of $73,000 for the first quarter of 2019 and a net loss of $19,000 for the comparable period of 2018, related to forward and options contracts. We note that hedging transactions may not successfully mitigate losses caused by currency fluctuations. We expect to continue to experience the effect of exchange rate and currency fluctuations on an annual and quarterly basis.

 

The majority of our cash and cash equivalents are invested in high grade certificates of deposits with major U.S., European and Israeli banks. Generally, cash and cash equivalents and bank deposits may be redeemed and therefore minimal credit risk exists with respect to them. Nonetheless, deposits with these banks exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits or similar limits in foreign jurisdictions, to the extent such deposits are even insured in such foreign jurisdictions. While we monitor on a systematic basis the cash and cash equivalent balances in the operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which we deposit our funds fails or is subject to other adverse conditions in the financial or credit markets. To date, we have experienced no loss of principal or lack of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our invested cash and cash equivalents will not be affected if the financial institutions that we hold our cash and cash equivalents fail.

 

We hold an investment portfolio consisting principally of corporate bonds. We have the ability to hold such investments until recovery of temporary declines in market value or maturity. Accordingly, as of March 31, 2019, we believe the losses associated with our investments are temporary and no impairment loss was recognized during the first three months of 2019. However, we can provide no assurance that we will recover present declines in the market value of our investments.

 

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Interest income and gains and losses from marketable securities, net, were $0.93 million for the first quarter of 2019, as compared to $0.88 million for the comparable period of 2018. The increase in interest income and gains and losses from marketable securities, net, during the first quarter of 2019 principally reflected higher yields, offset by lower combined cash, bank deposits and marketable securities balances held.

 

We are exposed primarily to fluctuations in the level of U.S. interest rates. To the extent that interest rates rise, fixed interest investments may be adversely impacted, whereas a decline in interest rates may decrease the anticipated interest income for variable rate investments. We typically do not attempt to reduce or eliminate our market exposures on our investment securities because the majority of our investments are short-term. We currently do not have any derivative instruments but may put them in place in the future. Fluctuations in interest rates within our investment portfolio have not had, and we do not currently anticipate such fluctuations will have, a material effect on our financial position on an annual or quarterly basis.

 

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 were effective as of March 31, 2019.

 

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

 

We are not a party to any litigation or other legal proceedings that we believe could reasonably be expected to have a material effect on our business, results of operations and financial condition.

 

Item 1A. RISK FACTORS

 

This Form 10Q 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.

 

There are no material changes to the Risk Factors described under the title “Factors That May Affect Future Performance” in our Annual Report on Form 10K for the fiscal year ended December 31, 2018 other than (1) changes to the Risk Factor below entitled: “Our quarterly operating results fluctuate from quarter to quarter due to a variety of factors, including our lengthy sales cycle, and may not be a meaningful indicator of future performance ; (2) changes to the Risk Factor below entitled: “We rely significantly on revenues derived from a limited number of customers who contribute to our royalty and license revenues;” (3) changes to the Risk Factor below entitled “Royalty rates could decrease for existing and future license agreements, which could materially adversely affect our operating results;” (4) changes to the Risk Factor below entitled “We generate a significant amount of our total revenues from the handset baseband market (for mobile handsets and for other modem connected devices) and our business and operating results may be materially adversely affected if we do not continue to succeed in these highly competitive markets;” (5) changes to the Risk Factor below entitled “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 revenues and business;” (6) changes to the Risk Factor below entitled “Our research and development expenses may increase if the grants we currently receive from the Israeli government are reduced or withheld;” (7) changes to the Risk Factor below entitled: “The Israeli tax benefits that we currently receive and the government programs in which we participate require us to meet certain conditions and may be terminated or reduced in the future, which could increase our tax expenses;” and (8) changes to the Risk Factor below entitled “Our product development efforts are time-consuming and expensive and may not generate an acceptable return, if any.”

 

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The markets in which we operate are highly competitive, and as a result we could experience a loss of sales, lower prices and lower revenues.

 

The markets for the products in which our technology is incorporated are highly competitive. Aggressive competition could result in substantial declines in the prices that we are able to charge for our intellectual property or lose design wins to competitors. Many of our competitors are striving to increase their share of the growing signal processing IP markets and are reducing their licensing and royalty fees to attract customers. The following industry players and factors may have a significant impact on our competitiveness:

 

 

we compete directly in the signal processing cores space with Verisilicon, Cadence and Synopsys;

 

we compete with CPU IP or configurable CPU IP (offering DSP configured CPU and/or DSP acceleration and/or connectivity capabilities to their IP) providers, such as Arm Limited (acquired by SoftBank), Imagination Technologies (acquired by Canyon Bridge), Synopsys and Cadence and the RISC-V open source;

 

we compete with internal engineering teams at companies such as Mediatek, Qualcomm, Samsung, Huawei and NXP that may design programmable DSP core products and signal processing cores in-house and therefore not license our technologies;

 

we compete in the short range wireless markets with Arm Limited, Imagination Technologies (acquired by Canyon Bridge) and Mindtree;

 

we compete in embedded imaging and vision market with Cadence, Synopsys, Videantis, Verislicon, Arm Limited (NEON technology) and GPU IP providers such as Arm Limited, Imagination Technologies and Verisilicon;

 

we compete in AI processor marketing with AI processor and accelerator providers, including AImotive, Arm Limited, Cadence, Cambricon, Digital Media Professionals (DMP), Imagination Technologies, Nvidia open source NVDLA and Verisilicon; and

●     we compete in the audio and voice applications market with Arm Limited, Cadence, Synopsys, and Verisilicon.

 

In addition, we may face increased competition from smaller, niche semiconductor design companies in the future. Some of our customers also may decide to satisfy their needs through in-house design. We compete on the basis of signal processing IP performance, overall chip cost, power consumption, flexibility, reliability, communication and multimedia software availability, design cycle time, tool chain, customer support, name recognition, reputation and financial strength. Our inability to compete effectively on these bases could have a material adverse effect on our business, results of operations and financial condition.

 

Our quarterly operating results fluctuate from quarter to quarter due to a variety of factors, including our lengthy sales cycle, and may not be a meaningful indicator of future performance.

 

In some quarters our operating results could be below the expectations of securities analysts and investors, which could cause our stock price to fall. Factors that may affect our quarterly results of operations in the future include, among other things:

 

 

the gain or loss of significant licensees, partly due to our dependence on a limited number of customers generating a significant amount of quarterly revenues;

 

any delay in execution of any anticipated licensing arrangement during a particular quarter;

 

delays in revenue recognition for some license agreements based on percentage of completion of customized work or other accounting reasons;

 

the timing and volume of orders and production by our customers, as well as fluctuations in royalty revenues resulting from fluctuations in unit shipments by our licensees;

 

royalty pricing pressures and reduction in royalty rates due to an increase in volume shipments by customers, end-product price erosion and competitive pressures;

 

earnings or other financial announcements by our major customers that include shipment data or other information that implicates expectations for our future royalty revenues;

 

the mix of revenues among licensing and related revenues, and royalty revenues;

 

the timing of the introduction of new or enhanced technologies by us and our competitors, as well as the market acceptance of such technologies;

 

the discontinuation, or public announcement thereof, of product lines or market sectors that incorporate our technology by our significant customers;

 

our lengthy sales cycle and specifically in the third quarter of any fiscal year during which summer vacations slow down decision-making processes of our customers in executing contracts;

 

delays in the commercialization of end products that incorporate our technology;

 

currency fluctuations, mainly the EURO and the NIS versus the U.S. dollar;

 

fluctuations in operating expenses and gross margins associated with the introduction of, and research and development investments in, new or enhanced technologies and adjustments to operating expenses resulting from restructurings;

 

the approvals, amounts and timing of Israeli R&D government grants from the Israeli Innovation Authority of the Ministry of Economy and Industry in Israel (the “IIA”), EU grants and French research tax credits;

 

the impact of new accounting pronouncements, including the new revenue recognition rules;

 

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the timing of our payment of royalties to the IIA, which is impacted by the timing and magnitude of license agreements and royalty revenues derived from technologies that were funded by grant programs of the IIA;

 

statutory changes associated with research tax benefits applicable to French technology companies;

 

our ability to scale our operations in response to changes in demand for our technologies;

 

entry into new end markets that utilize our signal processing IPs, software and platforms;

 

changes in our pricing policies and those of our competitors;

 

restructuring, asset and goodwill impairment and related charges, as well as other accounting changes or adjustments;

 

general political conditions, including global trade wars resulting from tariffs and business restrictions and bans imposed by government entities, like the well publicized 2018 ban associated with ZTE, as well as other regulatory actions and changes that may adversely affect the business environment; and

 

general economic conditions, including the current economic conditions, and its effect on the semiconductor industry and sales of consumer products into which our technologies are incorporated.

 

Each of the above factors is difficult to forecast and could harm our business, financial condition and results of operations. Also, we license our technology to OEMs and semiconductor companies for incorporation into their end products for consumer markets, including handsets and consumer electronics products. The royalties we generate are reported by our customers. Our royalty revenues are affected by seasonal buying patterns of consumer products sold by our OEM customers that incorporate our technology and the market acceptance of such end products supplied by our OEM customers. . The first quarter in any given year is usually a sequentially down quarter for us in relation to royalty revenues as this period represents lower post-Christmas fourth quarter consumer product shipments. However, the magnitude of this first quarter decrease varies annually and has been impacted by global economic conditions, market share changes, exiting or refocusing of market sectors by our customers and the timing of introduction of new and existing handset devices powered by CEVA technology sold in any given quarter compared to the prior quarter.

 

Moreover, the semiconductor and consumer electronics industries remain volatile, which makes it extremely difficult for our customers and us to accurately forecast financial results and plan for future business activities. As a result, our past operating results should not be relied upon as an indication of future performance.

 

We rely significantly on revenues derived from a limited number of customers who contribute to our royalty and license revenues.

 

We derive a significant amount of revenues from a limited number of customers. One customer, Spreadtrum, accounted for 12% and 16% of our total revenues for the first quarter of 2019 and 2018, respectively. With respect to our royalty revenues, three royalty paying customers each represented 10% or more of our total royalty revenues for both the first quarter of 2019 and 2018, and collectively represented 70% and 73% of our total royalty revenues for the first quarter of 2019 and 2018, respectively. We expect that a significant portion of our future revenues will continue to be generated by a limited number of customers. The loss of any significant royalty paying customer could adversely affect our near-term future operating results. Furthermore, consolidation among our customers may negatively affect our revenue source, increase our existing customers’ negotiation leverage and make us further dependent on a limited number of customers. Moreover, the discontinuation of product lines or market sectors that incorporate our technology by our significant customers or a change in direction of their business and our inability to adapt our technology to their new business needs could have material negative implications for our future royalty revenues.

 

Our business is dependent on licensing revenues which may vary period to period.

 

License agreements for our signal processing IP cores and platforms have not historically provided for substantial ongoing license payments so past licensing revenues may not be indicative of the amount of such revenues in any future period. We believe that there is a similar risk with RivieraWaves’ operations associated with Bluetooth and Wi-Fi connectivity technologies. Significant portions of our anticipated future revenues, therefore, will likely depend upon our success in attracting new customers or expanding our relationships with existing customers. However, revenues recognized from licensing arrangements vary significantly from period to period, depending on the number and size of deals closed during a quarter, and is difficult to predict. In addition, as we expand our business into the non-handset baseband markets, our licensing deals may be smaller but greater in volume which may further fluctuate our licensing revenues quarter to quarter. Our ability to succeed in our licensing efforts will depend on a variety of factors, including the performance, quality, breadth and depth of our current and future products, including our newly announced AI processor cores as well as our sales and marketing skills. In addition, some of our licensees may in the future decide to satisfy their needs through in-house design and production. Our failure to obtain future licensing customers would impede our future revenue growth and could materially harm our business.

 

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Royalty rates could decrease for existing and future license agreements, which could materially adversely affect our operating results.

 

Royalty payments to us under existing and future license agreements could be lower than currently anticipated for a variety of reasons. Average selling prices for semiconductor products generally decrease over time during the lifespan of a product. In addition, there is increasing downward pricing pressures in the semiconductor industry on end products incorporating our technology, especially end products for the handsets and consumer electronics markets. As a result, notwithstanding the existence of a license agreement, our customers may demand that royalty rates for our products be lower than our historic royalty rates.  We have in the past and may be pressured in the future to renegotiate existing license agreements with our customers. In addition, certain of our license agreements provide that royalty rates may decrease in connection with the sale of larger quantities of products incorporating our technology.  Furthermore, our competitors may lower the royalty rates for their comparable products to win market share which may force us to lower our royalty rates as well. As a consequence of the above referenced factors, as well as unforeseen factors in the future, the royalty rates we receive for use of our technology could decrease, thereby decreasing future anticipated revenues and cash flow. Royalty revenues were approximately 35% and 43% of our total revenues for the first quarter of 2019 and 2018, respectively. Therefore, a significant decrease in our royalty revenues could materially adversely affect our operating results.

 

Moreover, royalty rates may be negatively affected by macroeconomic trends or changes in products mix. Furthermore, consolidation among our customers may increase the leverage of our existing customers to extract concessions from us in royalty rates. Moreover, changes in products mix such as an increase in lower royalty bearing products shipped in high volume like low-cost feature phones and Bluetooth-based products in lieu of higher royalty bearing products like LTE phones could lower our royalty revenues.

 

We generate a significant amount of our total revenues and especially royalty revenue from the handset baseband market (for mobile handsets and for other modem connected devices) and our business and operating results may be materially adversely affected if we do not continue to succeed in these highly competitive markets.

 

A significant portion of our revenues in general and particularly our royalty revenues are derived from baseband for handsets. Any adverse change in our ability to compete and maintain our competitive position in the handset baseband market, including through the introduction by competitors of enhanced technologies that attract OEM customers that target those markets, would harm our business, financial condition and results of operations. Moreover, the handset baseband market is extremely competitive and is facing intense pricing pressures, and we expect that competition and pricing pressures will only increase. Furthermore, it can be very volatile with regards to volume shipments of different phones, standards and connected devices due to inventory build out or consumer demand changes or geographical macroeconomics, pricing changes, product discontinuations due to technical issues and timing of introduction of new phones and products. Our existing OEM customers also may fail to introduce new handset devices that attract consumers, or encounter significant delays in developing, manufacturing or shipping new or enhanced products in those markets or find alternative technological solutions and suppliers. The inability of our OEM customers to compete would result in lower shipments of products powered by our technologies which in turn would have a material adverse effect on our business, financial condition and results of operations. As an example, Intel Corporation recently announced its intention to exit the 5G smartphone modem business, which decision may in future periods have an adverse effect on our royalty revenues. Since a significant portion of our revenues are derived from the handset baseband market, adverse conditions in this market would have a material adverse effect on our business, financial condition and results of operations.

 

In order to sustain the future growth of our business, we must penetrate new markets and our new products must achieve widespread market acceptance but such additional revenue opportunities may not be implemented and may not be achieved.

 

In order to expand our business and increase our revenues, we must penetrate new markets and introduce new products, including additional non-baseband related products. We have invested significant resources in pursuing potential opportunities for revenue growth and diversify our revenue streams. Our continued success will depend significantly on our ability to accurately anticipate changes in industry standards and to continue to appropriately fund development efforts to enhance our existing products or introduce new products in a timely manner to keep pace with technological developments. However, there are no assurances that we will develop products relevant for the marketplace or gain significant market share in those competitive markets. Moreover, if any of our competitors implement new technologies before us, those competitors may be able to provide products that are more effective or at lower prices, which could adversely impact our sales and impact our market share. Our inability to penetrate new markets and increase our market share in those markets or lack of customer acceptance of our new products may harm our business and potential growth.

 

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Because our IP solutions are components of end products, if semiconductor companies and electronic equipment manufacturers do not incorporate our solutions into their end products or if the end products of our customers do not achieve market acceptance, we may not be able to generate adequate sales of our products.

 

We do not sell our IP solutions directly to end-users; we license our technology primarily to semiconductor companies and electronic equipment manufacturers, who then incorporate our technology into the products they sell. As a result, we rely on our customers to incorporate our technology into their end products at the design stage. Once a company incorporates a competitor’s technology into its end product, it becomes significantly more difficult for us to sell our technology to that company because changing suppliers involves significant cost, time, effort and risk for the company. As a result, we may incur significant expenditures on the development of a new technology without any assurance that our existing or potential customers will select our technology for incorporation into their own product and without this “design win,” it becomes significantly difficult to sell our IP solutions. Moreover, even after a customer agrees to incorporate our technology 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 technology not reaching the market until long after the initial “design win” with such customer. 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 customers' ability to ship products according to our customers’ schedule. Moreover, current economic conditions may further prolong a customer’s decision-making process and design cycle.

 

Further, because we do not control the business practices of our customers, we do not influence the degree to which they promote our technology or set the prices at which they sell products incorporating our technology. We cannot assure you that our customers will devote satisfactory efforts to promote their end products which incorporate our IP solutions.

 

In addition, our royalties from licenses and therefore the growth of our business, are dependent upon the success of our customers in introducing products incorporating our technology and the success of those products in the marketplace. The primary customers for our products are semiconductor design and manufacturing companies, system OEMs and electronic equipment manufacturers, particularly in the telecommunications field. All of the industries we license into are highly competitive, cyclical and have been subject to significant economic downturns at various times. These downturns are characterized by production overcapacity and reduced revenues, which at times may encourage semiconductor companies or electronic product manufacturers to reduce their expenditure on our technology. If we do not retain our current customers and continue to attract new customers, our business may be harmed.

 

We depend on market acceptance of third-party semiconductor intellectual property.

 

The semiconductor intellectual property (SIP) industry is a relatively small and emerging industry. Our future growth will depend on the level of market acceptance of our third-party licensable intellectual property model, the variety of intellectual property offerings available on the market, and a shift in customer preference away from in-house development of proprietary signal processing IP towards licensing open signal processing IP cores and platforms. Furthermore, the third-party licensable intellectual property model is highly dependent on the market adoption of new services and products, such as low cost smartphones in emerging markets, LTE-based smartphones, mobile broadband, small cell base stations and the increased use of advanced audio, voice, computational photography and embedded vision in mobile, automotive and consumer products, as well as in IoT and connectivity applications. Such market adoption is important because the increased cost associated with ownership and maintenance of the more complex architectures needed for the advanced services and products may motivate companies to license third-party intellectual property rather than design them in-house.

 

The trends that would enable our growth are largely beyond our control. Semiconductor customers also may choose to adopt a multi-chip, off-the-shelf chip solution versus licensing or using highly-integrated chipsets that embed our technologies. If the above referenced market shifts do not materialize or third-party SIP does not achieve market acceptance, our business, results of operations and financial condition could be materially harmed.

 

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 revenues and business.

 

Approximately 90% of our total revenues for the first quarter of both 2019 and 2018 were derived from customers located outside of the United States. We expect that international customers will continue to account for a significant portion of our revenues for the foreseeable future. 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:

 

 

unexpected changes in regulatory requirements;

 

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fluctuations in the exchange rate for the U.S. dollar;

 

imposition of tariffs and other barriers and restrictions;

 

potential negative international community’s reaction to the U.S. Tax Cuts and Jobs Act;

 

burdens of complying with a variety of foreign laws, treaties and technical standards;

 

uncertainty of laws and enforcement in certain countries relating to the protection of intellectual property;

 

multiple and possibly overlapping tax structures and potentially adverse tax consequences;

 

political and economic instability, including terrorist attacks and protectionist polices; and

 

changes in diplomatic and trade relationships.

 

Revenues from customers located in the Asia Pacific region account for a substantial portion of our total revenues. We expect that revenue from international sales generally, and sales to the Asia Pacific region specifically, will continue to be a material part of our total revenues. Therefore, any financial crisis, trade negotiations or disputes or other major event causing business disruption in international jurisdictions generally, and China and the Asia Pacific region in particular, could negatively affect our future revenues and results of operations. For example, in 2018, the U.S. Department of Commerce’s Bureau of Industry and Security’s initial ban on exports of U.S. products to Chinese telecommunications OEM ZTE disrupted ZTE’s operations, which caused delays with our engagements with ZTE and negatively impacted our royalty revenues. Actions of any nature with respect to such customers may reduce our revenues from them and adversely affect our business and financial results.

 

New tariffs and other trade measures could adversely affect our consolidated results of operations, financial position and cash flows.

 

General trade tensions between the U.S. and China have been escalated in 2018, and not fully resolved yet. While tariffs and other retaliatory trade measures imposed by other countries on U.S. goods have not yet had a significant impact on our business or results of operations, we cannot predict further developments, and such existing or future tariffs could have a material adverse effect on our consolidated results of operations, financial position and cash flows. Furthermore, changes in U.S. trade policy could trigger retaliatory actions by affected countries, which could impose restrictions on our ability to do business in or with affected countries or prohibit, reduce or discourage purchases of our products by foreign customers and higher prices for our products in foreign markets. For example, there are risks that the Chinese government may, among other things, require the use of local suppliers, compel companies that do business in China to partner with local companies to conduct business and provide incentives to government-backed local customers to buy from local suppliers. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales and revenues to drop, which could materially and adversely impact our business and results of operations.

 

We depend on a limited number of key personnel who would be difficult to replace.

 

Our success depends to a significant extent upon certain of our key employees and senior management, the loss of which could materially harm our business. Competition for skilled employees in our field is intense. We cannot assure you that in the future we will be successful in attracting and retaining the required personnel.

 

The sales cycle for our IP solutions is lengthy, which makes forecasting of our customer orders and revenues difficult.

 

The sales cycle for our IP solutions is lengthy, often lasting three to nine months. Our customers generally conduct significant technical evaluations, including customer trials, of our technology as well as competing technologies prior to making a purchasing decision. In addition, purchasing decisions also may be delayed because of a customer’s internal budget approval process. Furthermore, given the current market conditions, we have less ability to predict the timing of our customers’ purchasing cycle and potential unexpected delays in such a cycle. Because of the lengthy sales cycle and potential delays, our dependence on a limited number of customers to generate a significant amount of revenues for a particular period and the size of customer orders, if orders forecasted for a specific customer for a particular period do not occur in that period, our revenues and operating results for that particular quarter could suffer. Moreover, a portion of our expenses related to an anticipated order is fixed and difficult to reduce or change, which may further impact our operating results for a particular period.

 

Because our IP solutions 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 IP solutions 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 failure in our products could lead to product liability claims or lawsuits against us or against our customers. 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.

 

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Our success will depend on our ability to successfully manage our geographically dispersed operations.

 

Most of our research and development staff is located in Israel. We also have research and development teams in France, Ireland, and the U.K. Accordingly, our ability to compete successfully will depend in part on the ability of a limited number of key executives located in geographically dispersed offices to manage our research and development staff and integrate them into our operations to effectively address the needs of our customers and respond to changes in our markets. If we are unable to effectively manage and integrate our remote operations, our business may be materially harmed.

 

Our operations in Israel may be adversely affected by instability in the Middle East region.

 

One of our principal research and development facilities is located in Israel, and most of our executive officers and some of our directors are residents of Israel. Although substantially all of our sales currently are being made to customers outside Israel, we are nonetheless directly influenced by the political, economic and military conditions affecting Israel. Any major hostilities involving Israel could significantly harm our business, operating results and financial condition.

 

In addition, certain of our employees are currently obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called to 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 key employees due to military service.

 

Terrorist attacks, acts of war or military actions and/or other civil unrest may adversely affect the territories in which we operate, and our business, financial condition and operating results.

 

Terrorist attacks such as those that have occurred in France, where we have our wireless connectivity operations as a result of our acquisition of RivieraWaves, and attempted terrorist attacks, military responses to terrorist attacks, other military actions, or governmental action in response to or in anticipation of a terrorist attack, or civil unrest, may adversely affect prevailing economic conditions, resulting in work stoppages, reduced consumer spending or reduced demand for end products that incorporate our technologies. These developments subject our worldwide operations to increased risks and, depending on their magnitude, could reduce net sales and therefore could have a material adverse effect on our business, financial condition and operating results.

 

Our research and development expenses may increase if the grants we currently receive from the Israeli government are reduced or withheld.

 

We currently receive research grants mainly from programs of the IIA. We recorded an aggregate of $1,138,000 in the first quarter of 2019. To be eligible for these grants, we must meet certain development conditions and comply with periodic reporting obligations. Although we have met such conditions in the past, should we fail to meet such conditions in the future our research grants may be repayable, reduced or withheld. The repayment or reduction of such research grants may increase our research and development expenses which in turn may reduce our operating income. Also, the timing of such payments from the IIA may vary from year to year and quarter to quarter, and we have no control on the timing of such payment. For example, in both 2018 and 2017, the amount of grants approved by the IIA was substantially lower than prior years due to different allocation and methodology that IIA has implemented. As a result, our research and developments costs increased in 2018 and 2017 as compared to prior years.

 

Enacted tax legislation in the United States may impact our business.

 

We are subject to taxation in the United States, as well as a number of foreign jurisdictions.  In December 2017, the United States enacted U.S. tax reform. The legislation implements many new U.S. domestic and international tax provisions. A year after enactment, some aspects of U.S. tax reform still remain unclear, and although additional clarifying guidance has been issued (by the Internal Revenue Services and the U.S. Treasury Department), there are still some areas that may not be clarified for some time. Also, a number of U.S. states have not yet updated their laws to take into account the new federal legislation. Legislation and clarifying guidance are expected to continue to be issued by the U.S. Treasury Department and various states in 2019, which could have a material adverse impact on the value of our U.S. deferred tax assets, result in significant changes to currently computed income tax liabilities for past and current tax periods, and increase our future U.S. tax expense.

 

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The nature of our business requires the application of complex revenue recognition rules. Significant changes in U.S. generally accepted accounting principles, or GAAP, including the adoption of the new revenue recognition rules, could materially affect our financial position and results of operations.

 

We prepare our financial statements in accordance with GAAP, which is subject to interpretation or changes by the Financial Accounting Standards Board, or FASB, the SEC, and other various bodies formed to promulgate and interpret appropriate accounting principles. New accounting pronouncements and changes in accounting principles have occurred in the past and are expected to occur in the future, which may have a significant effect on our financial results. For example, pursuant to the new revenue recognition rules, effective as of January 1, 2018, an entity recognizes sales- and usage-based royalties as revenue only when the later of the following events occurs: (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all of the sales-based or usage-based royalty allocated has been satisfied (or partially satisfied). Recognizing royalty revenue on a lag time basis is not permitted. As a result, the royalties we generate from customers is based on royalty of units shipped during the quarter as estimated by our customers, not a quarter in arrears that we previously report. Adoption of this standard and any difficulties in implementation of changes in accounting principles, including uncertainty associated with royalty revenues for the quarter based on estimates provided by our customer, could cause us to fail to meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.

 

The Israeli tax benefits that we currently receive and the government programs in which we participate require us to meet certain conditions and may be terminated or reduced in the future, which could increase our tax expenses.

 

We enjoy certain tax benefits in Israel, particularly as a result of the “Approved Enterprise” and the “Benefited Enterprise” status of our facilities and programs. To maintain our eligibility for these tax benefits, we must continue to 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. Should we fail to meet such conditions in the future, these benefits would be cancelled and we would be subject to corporate tax in Israel at the standard corporate rate (23% in 2019) and could be required to refund tax benefits already received. In addition, we cannot assure you that these tax benefits will be continued in the future at their current levels or otherwise. The tax benefits under our active investment programs are scheduled to gradually expire starting in 2020. The termination or reduction of certain programs and tax benefits (particularly benefits available to us as a result of the “Approved Enterprise” and the “Benefited Enterprise” status of our facilities and programs) or a requirement to refund tax benefits already received may seriously harm our business, operating results and financial condition.

 

We may have exposure to additional tax liabilities as a result of our foreign operations.

 

We are subject to income taxes in the United States and various foreign jurisdictions. In addition to our significant operations in Israel, we have operations in Ireland, France, the United Kingdom, China and Japan. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. In the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax determination is uncertain. We are regularly under audit by tax authorities. Our intercompany transfer pricing may be reviewed by the U.S. Internal Revenue Service and by foreign tax jurisdictions. Although we believe that our tax estimates are reasonable, due to the complexity of our corporate structure, the multiple intercompany transactions and the various tax regimes, we cannot assure you that a tax audit or tax dispute to which we may be subject will result in a favorable outcome for us. If taxing authorities do not accept our tax positions and impose higher tax rates on our foreign operations, our overall tax expenses could increase.

 

Our failure to maintain certain research tax benefits applicable to French technology companies may adversely affect the results of operations of our RivieraWaves operations.

 

Pursuant to our acquisition of the RivieraWaves operations, we will benefit from certain research tax credits applicable to French technology companies, including, for example, the Crédit Impôt Recherche (“CIR”). The CIR is a French tax credit aimed at stimulating research activities. The CIR can be offset against French corporate income tax due and the portion in excess (if any) may be refunded every three years. The French Parliament can decide to eliminate, or reduce the scope or the rate of, the CIR benefit, at any time or challenge our eligibility or calculations for such tax credits, all of which may have an adverse impact on our results of operations and future cash flows.

 

We are exposed to fluctuations in currency exchange rates.

 

A significant portion of our business is conducted outside the United States. Although most of our revenues 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, the majority of our expenses are denominated in foreign currencies, mainly New Israeli Shekel (NIS) and the EURO, which subjects us to the risks of foreign currency fluctuations. Our primary expenses paid in currencies other than the U.S. dollar are employee salaries. Increases in the volatility of the exchange rates of currencies other than the U.S. dollar versus the U.S. dollar could have an adverse effect on the expenses and liabilities that we incur in currencies other than the U.S. dollar when remeasured into U.S. dollars for financial reporting purposes. We have instituted a foreign cash flow hedging program to minimize the effects of currency fluctuations. However, hedging transactions may not successfully mitigate losses caused by currency fluctuations, and our hedging positions may be partial or may not exist at all in the future. We also review our monthly expected non-U.S. dollar denominated expenditure and look to hold equivalent non-U.S. dollar cash balances to mitigate currency fluctuations. However, in some cases, we expect to continue to experience the effect of exchange rate currency fluctuations on an annual and quarterly basis. For example, our EURO cash balances increase significantly on a quarterly basis beyond our EURO liabilities from the CIR, which is generally refunded every three years.

 

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We are exposed to the credit risk of our customers, which could result in material losses.

 

As we diversify and expand our addressable market, we will enter into licensing arrangements with first time customers with whom we don’t have full visible of their creditworthiness. Furthermore, we have increased business activities in the Asia Pacific region. As a result, our future credit risk exposure may increase. Although we monitor and attempt to mitigate credit risks, there can be no assurance that our efforts will be effective. Although any losses to date relating to credit exposure of our customers have not been material, future losses, if incurred, could harm our business and have a material adverse effect on our operating results and financial condition.

 

Our product development efforts are time-consuming and expensive and may not generate an acceptable return, if any.

 

Our product development efforts require us to incur substantial research and development expense. Our research and development expenses were approximately $12.3 million and $12.0 million for the first quarter of 2019 and 2018, respectively. We may not be able to achieve an acceptable return, if any, on our research and development efforts.

 

The development of our products is highly complex. We occasionally have experienced delays in completing the development and introduction of new products and product enhancements, and we could experience delays in the future. Unanticipated problems in developing products could also divert substantial engineering resources, which may impair our ability to develop new products and enhancements and could substantially increase our costs. Furthermore, we may expend significant amounts on research and development programs that may not ultimately result in commercially successful products. Our research and development expense levels have increased steadily in the past few years. As a result of these and other factors, we may be unable to develop and introduce new products successfully and in a cost-effective and timely manner, and any new products we develop and offer may never achieve market acceptance. Any failure to successfully develop future products would have a material adverse effect on our business, financial condition and results of operations.

 

If we are unable to meet the changing needs of our end-users or address evolving market demands, our business may be harmed.

 

The markets for signal processing IPs are characterized by rapidly changing technology, emerging markets and new and developing end-user needs, and requiring significant expenditure for research and development. We cannot assure you that we will be able to introduce systems and solutions that reflect prevailing industry standards, on a timely basis, meet the specific technical requirements of our end-users or avoid significant losses due to rapid decreases in market prices of our products, and our failure to do so may seriously harm our business.

 

We may seek to expand our business in ways that could result in diversion of resources and extra expenses.

 

We may in the future pursue acquisitions of businesses, products and technologies, establish joint venture arrangements, make minority equity investments or enhance our existing CEVAnet partner eco-system to expand our business. We are unable to predict whether or when any prospective acquisition, equity investment or joint venture will be completed. The process of negotiating potential acquisitions, joint ventures or equity investments, as well as the integration of acquired or jointly developed businesses, technologies or products 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 or investment candidates, complete acquisitions or investments, or integrate acquired businesses or joint ventures with our operations. If we were to make any acquisition or investment or enter into a joint venture, we may not receive the intended benefits of the acquisition, investment or joint venture or such an acquisition, investment or joint venture may not achieve comparable levels of revenues, profitability or productivity as our existing business or otherwise perform as expected. The expansion of our CEVAnet partner eco-system also may not achieve the anticipated benefits. The occurrence of any of these events could harm our business, financial condition or results of operations. Future acquisitions, investments or joint ventures may require substantial capital resources, which may require us to seek additional debt or equity financing.

 

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

 

 

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

 

large one-time write-offs or equity investment impairment write-offs;

 

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incurrence of debt and contingent liabilities;

 

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

 

inability to realize cost efficiencies or synergies, thereby incurring higher operating expenditures as a result of the acquisition;

 

diversion of management’s attention from other business concerns;

 

contractual disputes;

 

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