CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the fiscal year ended December 31, 2016
OR
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
(State or other jurisdiction of
incorporation or organization)
1174 Castro Street, Suite 210, Mountain View, California
(Address of principal executive offices)
77-0556376
(I.R.S. Employer
Identification No.)
94040
(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
Name of each exchange on which registered
Common Stock, $0.001 par value per share
NASDAQ GLOBAL MARKET
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ‘
Yes ‘
No È
No È
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 È
No ‘
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes È
No ‘
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. ‘
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer ‘
Non-accelerated filer ‘ (Do not check if a smaller reporting company)
È
Accelerated filer
Smaller reporting company ‘
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ‘
No È
As of June 30, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was
$369,784,000 based on the closing sale price as reported on the National Association of Securities Dealers Automated Quotation System
National Market System on June 30, 2016. Shares of common stock held by each officer, director, and holder of 5% or more of the
outstanding common stock of the Registrant have been excluded from this calculation in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for other purposes.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Common Stock, $0.001 par value per share
Outstanding at March 2, 2017
21,480,976 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on May 15, 2017 (the “2017 Proxy
Statement”) are incorporated by reference into Item 5 of Part II and Items 10, 11, 12, 13, and 14 of Part III.
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
12.1.14
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TABLE OF CONTENTS
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 6.
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stock Holder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . .
Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
4
12
24
24
25
25
27
29
31
50
51
51
51
52
53
53
53
53
53
PART IV
Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements
Signatures
54
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
1
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
12.1.14
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08-Mar-2017 04:41 EST
FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Annual 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 belief that the adoption of our signal processing IP cores and software for smart, connected devices
continues to progress;
• Our belief that we will benefit from the handset market transitioning from feature phones to
smartphones, in particular in emerging economies;
• Our belief that RivieraWaves Bluetooth and Wi-Fi IPs allow us to expand further into IoT applications
and increase our overall addressable market which is expected to be 35 billion devices by 2020, as per
ABI Research;
• Our belief that our intelligent audio processing IP is required for IoT applications, as voice is becoming
a primary user interface for such applications;
• Our belief that our specialization and competitive edge in digital signal processor technologies and the
inherent low cost and power performance balance of our technologies put us in a strong position to
capitalize on market adoption of next generation LTE, 5G and Wi-Fi technologies for multiple market
and product sectors;
• Our belief that our vision processing IP offers an additional growth segment for the company, and that
specifically ABI Research predicts that cameras equipped with vision processing are expected to
exceed 2.7 billion units by 2018;
• Our belief that we have successfully transformed CEVA into a vertically integrated, one-stop IP house
for wireless broadband and IoT-related technologies;
• Our belief that the revolution in using machine learning and deep networks for camera-related use
cases is an opportunity for us to expand our vision technology footprint to any camera-enabled device
such as smartphones, tablets, automotive safety (ADAS), drones, robotics, security and surveillance,
augmented reality (AR) and virtual reality (VR), drones, and signage;
• Our belief that unit shipments for non-handset baseband applications will reach 700 to 900 million
units annually by 2018;
• 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.
2
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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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
Item 1A: Risk Factors.
This report contains market data prepared by third party research firms. Actual market results may differ
from their projections. This report includes trademarks and registered trademarks of CEVA. Products or service
names of other companies mentioned in this Annual Report on Form 10-K may be trademarks or registered
trademarks of their respective owners.
3
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
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PART I
ITEM 1. BUSINESS
Company Overview
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Headquartered in Mountain View, California, CEVA is the leading licensor of signal processing IP for a
smarter, connected world. We partner with semiconductor companies and OEMs worldwide to create power-
efficient, intelligent and connected devices for a range of end markets, including mobile, consumer, automotive,
industrial and IoT. Our ultra-low-power IPs for vision, sound, long and short range wireless, include
comprehensive DSP-based platforms for LTE/LTE-A/5G baseband processing in handsets, infrastructure and IoT
devices, advanced imaging, computer vision and deep learning for any camera-enabled devices, as well as sound
/voice/audio applications for a broad range IoT applications . For short-range wireless, we offer the industry’s
most widely adopted IPs for Bluetooth (low energy and dual mode), Wi-Fi (802.11 b/g/n/ac up to 4x4). We also
offer wired interface for storage (SATA and SAS).
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 into wireless, consumer, automotive and IoT
companies. Our state-of-the-art technology has shipped in more than 8 billion chips to date for a wide range of
diverse end markets. One in three handsets sold worldwide is powered by CEVA.
Our revenue mix comprises primarily of IP licensing fees and related revenues, and royalties generated from
the shipments of products deploying our IP. Related revenues include revenues from post contract support,
training and sale of development systems.
We have built a strong network of licensing customers who rely on our technologies to deploy their silicon
solutions. Our comprehensive customer base includes many of the world’s leading semiconductors and OEMs.
Actions, Altek, Beken, Broadcom, Celeno, Dialog Semiconductor, DSP Group, FujiFilm, HMicro, Intel,
Leadcore, LG Electronics, Mediatek,, MicroChip, Novatek, NXP, ON Semiconductor, Panasonic, Renesas,
Rockchip, Rohm, Samsung. Silver Spring Networks, Socionext, Sony, Spreadtrum, Toshiba, Yamaha and ZTE
all leverage CEVA’s industry-leading signal processing IP.
CEVA was created through the combination of the DSP IP licensing division of DSP Group, Inc. and
Parthus Technologies plc (“Parthus”) in November 2002. On July 4, 2014, we acquired 100% of RivieraWaves
SAS, a privately-held, French company and a provider of wireless connectivity intellectual property for Wi-Fi
and Bluetooth technologies.
We have over 270 employees worldwide, with research and development facilities in Israel, France, Ireland
and the United Kingdom, and sales and support offices throughout Asia Pacific (APAC), Japan, Sweden, France,
Israel and the United States.
CEVA is traded on the NASDAQ Global Market under the symbol “CEVA”.
Industry Background
DSP Cores
Digital signal processing is a key technology that is powering many of today’s fastest growing electronics
markets. Digital signal processors (DSPs) are specialized high-speed processors that are optimized for
performing repetitive arithmetic calculations on an array of data. DSPs provide the foundation supporting a vast
majority of today’s electronic products that are smart and connected and offer multimedia and wireless
communications capabilities (e.g. video, audio, imaging, vision, artificial intelligence and cellular).
4
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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Short Range Wireless IPs
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Wi-Fi and Bluetooth have become key connectivity technologies to form the basis for the Internet of Things
(“IoT”), providing the connection between the billions of devices and the networks that they communicate with.
Design Gap
The demand for smarter, better connected mobile, consumer, automotive, industrial and IoT devices
continues to grow. These devices require more connectivity, greater feature sets and a richer user experience.
Semiconductor manufacturers face ever growing pressures to make smaller, feature-rich integrated circuits that
are more reliable, less expensive and have greater performance. These two trends are occurring concurrently in
the face of decreasing product lifecycles and constrained battery power. The advent of wireless and connectivity
technologies like 5G, Wi-Fi 802.11ac and Bluetooth 5 and multimedia technologies such as advanced image
enhancement, computer vision, deep learning and voice and audio pre- and post-processing have further
increased these pressures. While semiconductor manufacturing processes have advanced significantly to allow a
substantial increase in the number of circuits placed on a single chip, resources for design capabilities have not
kept pace with the advances in manufacturing processes, resulting in a growing “design gap” between the
increasing manufacturing potential and the constrained design capabilities.
CEVA Business
CEVA addresses the requirements of the mobile, consumer, automotive, industrial and IoT markets by
designing and licensing a broad range of robust, application-specific signal processing platforms which enable
the rapid design of solutions for developing a wide variety of applications, including communications &
connectivity, audio & voice, imaging & vision and storage.
Given the “design gap,” as well as the increasing complexity and the unique skill set required to develop a
system-on-chip, many semiconductor design and manufacturing companies increasingly choose to license proven
intellectual property, such as processor cores (e.g. DSP, CPU and GPU), connectivity products, memory and
application-specific platforms, from silicon intellectual property (SIP) companies like CEVA rather than develop
those technologies in-house. In addition, with more complex designs and shorter time to market, it is no longer
cost efficient and becoming progressively more difficult for most semiconductor companies to develop the signal
processing platform, incorporating the DSP, subsystem and software, for their target application. For
connectivity, with ever-evolving standards and a huge variety of uses, most semiconductor companies cannot
develop and maintain this technology in-house. As a result, companies increasingly seek to license these IPs from
CEVA or a third-party community of developers, such as CEVAnet, CEVA’s third-party network.
Our IP Business Model
Our objective is for our CEVA signal processing IPs to become the de facto technologies across the mobile,
consumer, automotive, industrial and IoT markets. To enable this goal, we license our technologies on a
worldwide basis to semiconductor and OEM companies that design and manufacture products that combine
CEVA-based solutions with their own differentiating technology. We believe our business model offers us some
key advantages. By not focusing on manufacturing or selling silicon products, we are free to widely license our
technology and free to focus most of our resources on research and development. By choosing to license our IP,
manufacturers can achieve the advantage of creating their own differentiated solutions and develop their own
unique product roadmaps. Through our licensing efforts, we have established a worldwide community
developing CEVA-based solutions, and therefore we can leverage their strengths, customer relationships,
proprietary technology advantages, and existing sales and marketing infrastructure. As an example, our CEVA-
XCnet partner program focuses on various technology and solution providers with complimentary offerings for
our CEVA-XC communication processor addressing wireless, infrastructure, smart grid and connectivity
markets. In addition, as our intellectual property is widely licensed and deployed, system OEM companies can
obtain CEVA-based chipsets from a wide range of suppliers, thus reducing dependence on any one supplier and
fostering price competition, both of which help to contain the cost of CEVA-based products.
5
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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We operate a licensing and royalty business model. We typically charge a license fee for access to our
technology and a royalty fee for each unit of silicon which incorporates our technology. License fees are invoiced
in accordance with agreed-upon contractual terms. Royalties are reported and invoiced one quarter in arrears and
generally are based on a fixed unit rate or a percentage of the sale price for the CEVA-based silicon product.
Strategy
We believe there is a growing demand for high performance and low power signal processing IPs
incorporating all the necessary hardware and software for target applications. Our IP portfolio is strategically
aligned to allow us to exploit the most lucrative “design gaps” in the growing demand for smarter, connected
devices. As CEVA offers expertise developing complete solutions in a number of key growth markets, including
cellular baseband, wireless infrastructure, advanced imaging, computer vision, automotive safety, audio and
voice applications, Wi-Fi, Bluetooth and storage, we believe we are well positioned to take full advantage of this
growing demand. To capitalize on this industry shift, we intend to:
•
•
•
•
•
•
•
•
continue to develop and enhance our range of DSP cores with additional features, performance and
capabilities;
continue to develop and invest in our short range wireless IPs, providing the newest standards and the
most complete offerings to address our customers’ needs;
continue to develop and enhance our range of complete and highly integrated platform solutions to
deliver to our licensing partners a complete and verified system solution;
continue to develop an ecosystem of third party partners developing software and solutions based on
our technologies;
continue to invest in strategic technologies that enable us to strengthen our presence in existing market
or enter new addressable markets;
capitalize on our relationships and leadership within our worldwide community of semiconductor and
OEM licensees who are developing CEVA-based solutions;
capitalize on our technology leadership in the development of advanced DSP technologies and
connectivity IPs to create and develop new, strategic relationships with OEMs and semiconductor
companies to replace their internal DSPs or incumbent DSP suppliers with CEVA-based solutions; and
capitalize on our IP licensing and royalty business model which we believe is the best vehicle for a
pervasive adoption of our technology and allows us to focus our resources on research and
development of new licensable technologies and applications.
Products
We are the leading licensor of signal processing IP for semiconductors and OEMs serving the mobile,
consumer, automotive, industrial and IoT markets. Our ultra-low-power IPs for vision, audio, communications
and connectivity include comprehensive DSP-based platforms for LTE/LTE-A/5G baseband processing in
handsets, infrastructure and machine-to-machine devices, advanced imaging, computer vision and deep learning
for any camera-enabled device, audio/voice/speech and ultra-low power always-on/sensing applications for
multiple IoT markets. For connectivity, we offer the industry’s most widely adopted IPs for Bluetooth (low
energy and dual mode), Wi-Fi (802.11 b/g/n/ac up to 4x4) and serial storage (SATA and SAS).
CEVA DSP Cores and Platforms
We market a family of synthesizable, programmable DSP cores, each delivering a different balance of
performance, power dissipation and cost, thereby allowing customers to select a DSP core ideally suited for their
target application. The ability to match processing power to the application is a crucial consideration when
6
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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designers select a DSP supplier. Our DSP cores are families of architectures, each largely software compatible,
meaning that software from one core within the same architecture can be applied to another core, which
significantly reduces investment in code development, tools and design engineer training.
We deliver our DSP cores in the form of a hardware description language definition (known as a soft core or
a synthesizable core). All CEVA DSP cores can be manufactured on any process using any physical library, and
all are accompanied by a complete set of tools and an integrated development environment. An extensive third-
party network supports CEVA DSP cores with a wide range of complementing software and platforms. In
addition, we provide development platforms, software development kits and software debug tools, which
facilitate system design, debug and software development.
In order to reduce the cost, complexity, and risk in bringing products to market, CEVA has developed a
suite of system platforms and solutions. These platforms and solutions combine the hardware and software
elements that are essential for designers deploying CEVA’s state-of-the-art DSP and IP cores. Platforms typically
integrate a CEVA DSP core, hardware subsystem and application-specific (e.g. LTE, computer vision or audio)
software. Our family of DSP-based platforms are targeted for baseband processing within cellular handsets,
Machine to Machine (M2M) type devices and base stations, wired communications, advanced imaging, computer
vision and deep learning, and audio, voice & sensing and Internet-of-Things related applications.
CEVA Short Range Wireless IPs
Wi-Fi and Bluetooth low energy and dual mode are key technologies for any company looking to address
the Internet-of-Things. Moreover, many companies wish to integrate these connectivity technologies into SoC
designs rather than provide connectivity through an additional chip in the system. Through our connectivity
business unit, we are able to expand further into the Wi-Fi and Bluetooth smart connectivity markets. The advent
of the Internet-of-Things has resulted in significant demand for connectivity IPs that solves a crucial void in
many companies’ strategies to address this burgeoning market. Wi-Fi and Bluetooth standards are constantly
evolving, and the many different end applications where these technologies are being deployed require further
customization. By licensing rather than developing these technologies in house, companies can now get access to
the latest standards and profiles from CEVA, without undertaking the expensive research and development costs
required to develop these technologies internally. We also offer platform solutions for serial storage technology,
addressing both consumer and enterprise uses (SATA and SAS).
Customers
We have licensed our DSP cores, platforms and connectivity IPs platforms to leading semiconductor and
OEM companies throughout the world. These companies incorporate our IP into application-specific chipsets or
custom-designed chipsets that they manufacture, market and sell to consumer electronics companies. We also
license our technologies to OEMs directly. Included among our licensees are the following customers: Actions,
Altek, Beken, Broadcom, Celeno, Dialog Semiconductor, DSP Group, FujiFilm, HMicro, Intel, Leadcore, LG
Electronics, Mediatek, MicroChip, Novatek, NXP, ON Semiconductor, Panasonic, Renesas, Rockchip, Rohm,
Samsung, Silver Spring Networks, Socionext, Spreadtrum, Toshiba, Yamaha and ZTE.
We derive a significant amount of revenues from a limited number of customers. Sales to Spreadtrum
represented 27%, 31% and 25% of our total revenues for 2016, 2015 and 2014, respectively. With respect to our
royalty revenues, two royalty paying customers each represented 10% or more of our total royalty revenues for
2016, and collectively represented 80% of our total royalty revenues for 2016; two royalty paying customers each
represented 10% or more of our total royalty revenues for 2015, and collectively represented 72% of our total
royalty revenues for 2015; and three royalty paying customers each represented 10% or more of our total royalty
revenues for 2014, and collectively represented 79% of our total royalty revenues for 2014. In 2016, we
concluded a record forty nine new licensing deals, of which seventeen were with first time new customers and
forty fife were for non-handset baseband applications.
7
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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International Sales and Operations
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Customers based in EME (Europe and Middle East) and APAC (Asia Pacific) accounted for 87% of our
total revenues for 2016, 84% for 2015 and 77% for 2014. Customers in each of China and South Korea
accounted for greater than 10% of our total revenues for both 2016 and 2015. Customers in China accounted for
greater than 10% of our total revenues for 2014. Information on the geographic breakdown of our revenues and
location of our long-lived assets is contained in Note 11 to our consolidated financial statements, which appear
elsewhere in this annual report.
Moreover, the majority of our expenses, mainly employee salaries, are paid in currencies other than the U.S.
dollar, principally the Israeli currency, New Israeli Shekel (NIS), and the EURO, which subjects us to the risks of
foreign currency fluctuations and economic pressures in those regions. As a result, an increase in the value of the
currencies other than the U.S. dollar in comparison to the U.S. dollar could increase the cost of our operating
expenses. To protect against the increase in value of forecasted foreign currency cash flows 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-US employees denominated in
currencies other than the U.S. dollar for a period of one to twelve months with forward and options contracts.
Sales and Marketing
We license our technology through a direct sales force. As of December 31, 2016, we had 35 employees in
sales and marketing. We have sales offices and representation in Asia Pacific (APAC) region, Sweden, Israel,
France and the United States.
Maintaining close relationships with our customers and strengthening these relationships are central to our
strategy. From time to time we develop a new DSP core and platform or connectivity product with close
alignment with a number of tier-one industry players which signifies to the market that we are focused on viable
applications that meet broad industry needs or try to get similar inputs and insight for our new developments
from our marketing team. Generally, these industry leaders become licensees for these products allows us to
create a roadmap for the future development of existing cores and application platforms and connectivity
products, and helps us to anticipate the next potential applications for the market. We seek to use our customer
relationships to deliver new products in a faster time to market.
We use a variety of marketing initiatives to stimulate demand and brand awareness in our target markets.
These marketing efforts include contacts with industry analysts, presenting at key industry trade shows and
conferences, and a comprehensive digital marketing program aimed at developing and nurturing relationships
with potential customers. Our marketing group runs competitive benchmark analyses to help us maintain our
competitive position.
Technical Support
We offer technical support services through our offices in Israel, Ireland, Asia Pacific (APAC) region,
Sweden, France and the United States. As of December 31, 2016, we had 21 employees in technical support. Our
technical support services include:
•
•
•
assistance with implementation, responding to customer-specific inquiries, training and, when and if
they become available, distributing updates and upgrades of our products;
application support, consisting of providing general hardware and software design examples,
ready-to-use software modules and guidelines to our licensees to assist them in using our technology;
and
design services, consisting of creating customer-specific implementations of our signal processing IPs
and application platforms.
8
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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We believe that our technical support services are a means to assist our licensees to embed our cores and
platforms in their designs and products. Our technology is highly complex, combining sophisticated signal
processing IP core architectures, integrated circuit designs and development tools. Effective customer support in
helping our customers to implement our solutions enables them to shorten the time to market for their
applications. Our support organization is made up of experienced engineers and professional support personnel.
We conduct technical training for our licensees and their customers, and meet with them from time to time to
track the implementation of our technology.
Research and Development
Our research and development team is focused on improving and enhancing our existing products, as well as
developing new products to broaden our offerings and market opportunities. These efforts are largely driven by
current and anticipated customer and market needs.
Our research and development team, consisting of 199 engineers as of December 31, 2016, work in six
development centers located in Israel, France, Ireland and the United Kingdom. This team consists of engineers
who possess significant experience in developing DSP cores, application platforms, connectivity products (Wi-Fi
and Bluetooth) and serial storage technology (SATA and SAS). In addition, we engage third party contractors
with specialized skills as required to support our research and development efforts. Our research and
development expenses, net of related research grants, included the RivieraWaves-related expenses from July
2014, were approximately $26 million, $28 million and $31 million for 2014, 2015 and 2016, respectively.
We encourage our research and development personnel to maintain active roles in various international
organizations that develop and maintain standards in the electronics and related industries. This involvement
allows us to influence the development of new standards; keeps us informed as to important new developments
regarding standards; and allows us to demonstrate our expertise to existing and potential customers who also
participate in these standards-setting bodies.
Competition
The markets in which we operate are intensely competitive. They are subject to rapid change and are
significantly affected by new product introductions. We compete with other suppliers of licensed signal
processing IPs. We believe that the principal competitive elements in our field are signal processing IP
performance, overall chip cost, power consumption, flexibility, reliability, communication and multimedia
software and algorithms availability, design cycle time, tool chain, customer support, financial strength, name
recognition and reputation. We believe that we compete effectively in each of these areas, but can offer no
assurance that we will have the financial resources, technical expertise, and marketing or support capabilities to
compete successfully in the future.
The markets in which we compete are dominated by large, highly competent semiconductor companies that
have significant brand recognition, a large installed base and a large network of support and field application
engineers. We face direct and indirect competition from:
•
•
•
•
•
IP vendors that offer programmable or configurable DSP cores;
IP vendors that offer vision processing units for computer vision applications;
IP vendors that offers Bluetooth and Wi-Fi connectivity IPs;
IP vendors that offer hardware-based DSP implementation as opposed to software-based DSP, which is
our specialization; and
internal design groups of large chip companies or OEMs that develop proprietary signal processing IP
cores or engines for their own application-specific chipsets.
9
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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We face direct competition in the DSP and configurable core space mainly from Verisilicon, Cadence and
Synopsys, which licenses DSP cores in addition to their respective semiconductor and EDA businesses. In the
short range wireless space, we face direct competition from ARM Holdings, Imagination Technologies, Mindtree
and STMicroelectronics (previously ST Ericsson).
In recent years, we also have faced competition from companies that offer Central Processor Unit (CPU)
intellectual property. These companies’ products are used for host functions in various applications, such as in
mobile and home entertainment products. These applications typically also incorporate a programmable DSP
accelerator that is responsible for communication and video/audio/voice-related tasks or in some cases
connectivity capabilities. CPU companies, such as ARM Holdings, Cadence, Imagination Technologies and
Synopsys have added DSP acceleration and /or connectivity solutions and make use of it to provide platform
solutions in the areas of baseband, video, imaging, vision, audio and connectivity.
With respect to certain large potential customers, we also compete with internal engineering teams, which
may design programmable signal processing IP core products in-house. Companies such as Mediatek,
Qualcomm, Samsung, Huawei and STMicroelectronics license our designs for some applications and use their
own proprietary cores for other applications. These companies also may choose to license their proprietary signal
processing IP cores to third parties and, as a result, become direct competitors.
Aside from the in-house research and development groups, we do not compete with any individual company
across the range of our market offerings. Within particular market segments, however, we do face competition to
a greater or lesser extent from other industry participants. For example, in the following specific areas we
compete with the companies indicated:
•
•
•
in the digital embedded imaging and vision market – ARM Holdings, Synopsys, Cadence and
Videantis, as well as GPU IP providers such as ARM Holdings, Imagination Technologies and
Verisilicon;
in the serial storage technology market – Rambus’ Snowbush IP Group, Silicon Image and Synopsys;
and
in audio and voice applications market – ARM Holdings, Cadence, Synopsys and Verisilicon.
Proprietary Rights
Our success and ability to compete are dependent on our ability to develop and maintain the proprietary
aspects of our intellectual property and to operate without infringing the proprietary rights of others. We rely on a
combination of patent, trademark, trade secret and copyright laws and contractual restrictions to protect the
proprietary aspects of our technology. These legal protections afford only limited protection of our technology.
We also seek to limit disclosure of our intellectual property and trade secrets by requiring employees and
consultants with access to our proprietary information to execute confidentiality agreements with us and by
restricting access to our source code and other intellectual property. Due to rapid technological change, we
believe that factors such as the technological and creative skills of our personnel, new product developments and
enhancements to existing products are more important than specific legal protections of our technology in
establishing and maintaining a technology leadership position.
We have an active program to protect our proprietary technology through the filing of patents. Our patents
relate to our signal processing IP cores and application-specific platform technologies. As of December 31, 2016,
we hold 53 patents in the United States, four patents in Canada, 29 patents in the EME (Europe and Middle East)
region and seven patents in Asia Pacific (APAC) region, totaling 93 patents, with expiration dates between 2017
and 2035. In addition, as of December 31, 2016, we have nine patent applications pending in the United States,
five pending patent applications in Canada, 16 pending patent applications in the EME region and seven pending
patent applications in the APAC region, totaling 37 pending patent applications.
10
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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We actively pursue foreign patent protection in countries where we feel it is prudent to do so. Our policy is
to apply for patents or for other appropriate statutory protection when we develop valuable new or improved
technology. The status of patents involves complex legal and factual questions, and the breadth of claims allowed
is uncertain. Accordingly, there are no assurances that any patent application filed by us will result in a patent
being issued, or that our issued patents, and any patents that may be issued in the future, will afford us adequate
protection against competitors with similar technology; nor can we be assured that patents issued to us will not be
infringed or that others will not design around our technology. In addition, the laws of certain countries in which
our products are or may be developed, manufactured or sold may not protect our products and intellectual
property rights to the same extent as the laws of the United States. We can provide no assurance that our pending
patent applications or any future applications will be approved or will not be challenged by third parties, that any
issued patents will effectively protect our technology, or that patents held by third parties will not have an
adverse effect on our ability to do business.
The semiconductor industry is characterized by frequent litigation regarding patent and other intellectual
property rights. Questions of infringement in the semiconductor field involve highly technical and subjective
analyses. In addition, patent infringement claims are increasingly being asserted by patent holding companies
(so-called patent “trolls”), which do not use technology and whose sole business is to enforce patents against
companies, such as us, for monetary gain. Because such patent holding companies do not provide services or use
technology, the assertion of our own patents by way of counter-claim may be ineffective. Litigation may in the
future be necessary to enforce our patents and other intellectual property rights, to protect our trade secrets, to
determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or
invalidity. We cannot assure you that we would be able to prevail in any such litigation, or be able to devote the
financial resources required to bring such litigation to a successful conclusion.
In any potential dispute involving our patents or other intellectual property, our licensees also could become
the targets of litigation. We are generally bound to indemnify licensees under the terms of our license
agreements. Although our indemnification obligations are generally subject to a maximum amount, these
obligations could nevertheless result in substantial expenses. In addition to the time and expense required for us
to indemnify our licensees, a licensee’s development, marketing and sale of products embodying our solutions
could be severely disrupted or shut down as a result of litigation.
We also rely on trademark, copyright and trade secret laws to protect our intellectual property. We have
registered trademark in the United States for our name CEVA and the related CEVA logo, and currently market
our DSP cores and other technology offerings under this trademark.
11
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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The table below presents the number of employees of CEVA as of December 31, 2016 by function and
geographic location.
Total employees
Function
Research and development
Sales and marketing
Administration
Technical support
Location
Israel
France
Ireland
China
United States
United Kingdom
Elsewhere
Number
278
199
35
23
21
171
43
14
13
12
11
14
Our employees are not represented by any collective bargaining agreements, and we have never experienced
a work stoppage. We believe our employee relations are good.
A number of our employees are located in Israel. Certain provisions of Israeli law and the collective
bargaining agreements between the Histadrut (General Federation of Labor in Israel) and the Coordination
Bureau of Economic Organizations (the Israeli federation of employers’ organizations) apply to our Israeli
employees.
In 2004, we finalized and adopted a new Code of Business Conduct and Ethics regarding the standards of
conduct of our directors, officers and employees. The code is reviewed and updated periodically by our Board or
Directors and is available on our website at www.ceva-dsp.com.
Corporate History
Our company was incorporated in Delaware on November 22, 1999 under the name DSP Cores, Inc. We
changed our name to ParthusCeva, Inc. in November 2002 and to CEVA, Inc. in December 2003.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to reports pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended,
are available, free of charge, on our website at www.ceva-dsp.com, as soon as reasonably practicable after such
reports are electronically filed with the Securities and Exchange Commission and are also available on the SEC’s
website at www.sec.gov.
Our website and the information contained therein or connected thereto are not intended to be incorporated
into this Annual Report on Form 10-K.
ITEM 1A. RISK FACTORS
We caution you that the following important factors, among others, could cause our actual future results to
differ materially from those expressed in forward-looking statements made by or on behalf of us in filings with
12
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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the Securities and Exchange Commission, press releases, communications with investors and oral statements.
Any or all of our forward-looking statements in this annual report, and in any other public statements we make,
may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or
unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in
determining future results. We undertake no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise. You are advised, however, to consult any
further disclosures we make in our reports filed with the Securities and Exchange Commission.
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 DSP 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 Holdings (acquired by
SoftbBank), Imagination Technologies, Synopsys and Cadence;
• we compete with internal engineering teams at companies such as Mediatek, Qualcomm, Samsung,
Huawei and NXP that may design programmable DSP core products in-house and therefore not license
our technologies;
• we compete in the SATA and SAS IP markets with several vendors, such as Semtech’s Snowbush IP
Group and Synopsys, that offer similar products, thereby leading to pricing pressures for both licensing
and royalty revenues;
• we compete in the short range wireless markets with ARM Holdings, Mindtree, Imagination
Technologies and STMicroelectronics;
• we compete in embedded imaging and vision market with Cadence, Synopsys, Videantis, ARM
Holdings (NEON technology) and GPU IP providers such as ARM Holdings, Imagination
Technologies and Vivante (part of Verisilicon) ; and
• we compete in the audio and voice applications market with ARM Holdings, Synopsys, Cadence 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;
13
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
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 new or
enhanced technologies and adjustments to operating expenses resulting from restructurings;
the timing of Israeli R&D government grants from the Israeli Innovation Authority of the Ministry of
Economy and Industry in Israel (previously known as Office of the Chief Scientist of Israel) (the
“IIA”), EU grants and French research tax credits;
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; 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 and invoiced by us one quarter in arrears. As a result, 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
second quarter in any given year is usually a sequentially down quarter for us in relation to royalty revenues as
14
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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this period represents lower post-Christmas first quarter consumer product shipments and little to no new
introduction of handsets during the first quarter of the year. However, the magnitude of this second 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 27%, 31% and 25% of our total revenues for 2016, 2015 and 2014, respectively. With
respect to our royalty revenues, two royalty paying customers each represented 10% or more of our total royalty
revenues for 2016, and collectively represented 80% of our total royalty revenues for 2016; two royalty paying
customers each represented 10% or more of our total royalty revenues for 2015, and collectively represented
72% of our total royalty revenues for 2015; and three royalty paying customers each represented 10% or more of
our total royalty revenues for 2014, and collectively represented 79% of our total royalty revenues for 2014. 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, 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.
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
15
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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08-Mar-2017 00:23 EST
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 56%, 46% and 44% of our total revenues for 2016, 2015 and 2014,
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.
For example, the shift away from feature phones by Intel and the handset baseband market by Broadcom and
STMicroelectronics in 2014 negatively impacted our royalty revenues in 2014. 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 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.
Our total revenues derived solely from the handset baseband market (for mobile handset and for other
modem connected devices) represented 69%, 68% and 72% of our total revenues for 2016, 2015 and 2014,
respectively. 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 are 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. 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. 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.
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
16
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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08-Mar-2017 00:23 EST
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.
These industries 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 87% of our total revenues for 2016, 84% for 2015 and 77% for 2014 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
17
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#N7Zt8M^Š
4*
1C
332181 TX 18
PMT
PS
200FVB!ee#N7Zt8M^
CLN
08-Mar-2017 00:23 EST
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;
fluctuations in the exchange rate for the U.S. dollar;
imposition of tariffs and other barriers and restrictions;
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.
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.
18
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#N7=#RtpŠ
6*
1C
332181 TX 19
PMT
PS
200FVB!ee#N7=#Rtp
CLN
08-Mar-2017 00:23 EST
Our success will depend on our ability to successfully manage our geographically dispersed operations.
Most of our employees are located in Israel. We also added French employees after the RivieraWaves
acquisition in 2014. 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 integrate management, 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 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 and European Union are reduced or withheld.
We currently receive research grants from programs of the Israeli Innovation Authority of the Ministry of
Economy and Industry in Israel (previously known as Office of the Chief Scientist of Israel of the Israeli
Ministry of Industry and Trade) and the Seventh Framework Program of the European Union. We recorded an
aggregate of $6,410,000, $4,997,000 and $4,586,000 in 2016, 2015 and 2014, respectively. 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 and European Union may vary from year to year and quarter to quarter,
and we have no control on the timing of such payment.
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
19
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#N7e8@MÀŠ
6*
1C
332181 TX 20
PMT
PS
200FVB!ee#N7e8@M
CLN
08-Mar-2017 00:23 EST
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 (25% in 2016) 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 2017. 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.
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.
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.
20
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#N7g2&tiŠ
6*
1C
332181 TX 21
PMT
PS
200FVB!ee#N7g2&ti
CLN
08-Mar-2017 00:23 EST
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 $30.8 million, $28.1 million and $25.8 million for 2016,
2015 and 2014, 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 increased since the third quarter of 2014 after the acquisition of RivieraWaves. 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;
21
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#N7inzM>Š
5*
1C
332181 TX 22
PMT
PS
200FVB!ee#N7inzM>
CLN
08-Mar-2017 00:23 EST
•
•
•
•
•
•
•
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
potential loss of key employees of acquired organizations.
We may not be able to adequately protect our intellectual property.
Our success and ability to compete depend in large part upon the protection of our proprietary technologies.
We rely on a combination of patent, copyright, trademark, trade secret, mask work and other intellectual property
rights, confidentiality procedures and licensing arrangements to establish and protect our proprietary rights.
These agreements and measures may not be sufficient to protect our technology from third-party infringement or
protect us from the claims of others. As a result, we face risks associated with our patent position, including the
potential need to engage in significant legal proceedings to enforce our patents, the possibility that the validity or
enforceability of our patents may be denied, the possibility that third parties will be able to compete against us
without infringing our patents and the possibility that our products may infringe patent rights of third parties.
Our trade names or trademarks may be registered or utilized by third parties in countries other than those in
which we have registered them, impairing our ability to enter and compete in those markets. If we were forced to
change any of our brand names, we could lose a significant amount of our brand identity.
Our business will suffer if we are sued for infringement of the intellectual property rights of third parties
or if we cannot obtain licenses to these rights on commercially acceptable terms.
We are subject to the risk of adverse claims and litigation alleging infringement of the intellectual property
rights of others. There are a large number of patents held by others, including our competitors, pertaining to the
broad areas in which we are active. We have not, and cannot reasonably, investigate all such patents. From time
to time, we have become aware of patents in our technology areas and have sought legal counsel regarding the
validity of such patents and their impact on how we operate our business, and we will continue to seek such
counsel when appropriate in the future. In addition, patent infringement claims are increasingly being asserted by
patent holding companies (so-called patent “trolls”), which do not use technology and whose sole business is to
enforce patents against companies, such as us, for monetary gain. Because such patent holding companies do not
provide services or use technology, the assertion of our own patents by way of counter-claim may be ineffective.
Infringement claims may require us to enter into license arrangements or result in protracted and costly litigation,
regardless of the merits of these claims. Any necessary licenses may not be available or, if available, may not be
obtainable on commercially reasonable terms. If we cannot obtain necessary licenses on commercially reasonable
terms, we may be forced to stop licensing our technology, and our business would be seriously harmed.
The future growth of our business depends in part on our ability to license to system OEMs and small-to-
medium-sized semiconductor companies directly and to expand our sales geographically.
Historically, a substantial portion of our licensing revenues has been derived in any given period from a
relatively small number of licensees. Because of the substantial license fees we charge, our customers tend to be
large semiconductor companies or vertically integrated system OEMs. Part of our current growth strategy is to
22
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#N7lrFMbŠ
5*
1C
332181 TX 23
PMT
PS
200FVB!ee#N7lrFMb
CLN
08-Mar-2017 00:23 EST
broaden the adoption of our products by small and mid-size companies by offering different versions of our
products targeted at these companies. If we are unable to develop and market effectively our intellectual property
through these models, our revenues will continue to be dependent on a smaller number of licensees and a less
geographically dispersed pattern of licensees, which could materially harm our business and results of operations.
Our operating results are affected by the highly cyclical nature of the semiconductor industry.
We operate within the semiconductor industry which experiences significant fluctuations in sales and
profitability. Downturns in the semiconductor industry are characterized by diminished product demand, excess
customer inventories, accelerated erosion of prices and excess production capacity. These factors could cause
substantial fluctuations in our revenues and in our results of operations.
We may dispose of or discontinue existing product lines and technology developments, which may
adversely impact our future results.
On an ongoing basis, we evaluate our various product offerings and technology developments in order to
determine whether any should be discontinued or, to the extent possible, divested. We cannot guarantee that we
have correctly forecasted, or will correctly forecast in the future, the right product lines and technology
developments to dispose or discontinue or that our decision to dispose of or discontinue various investments,
products lines and technology developments is prudent if market conditions change. In addition, there are no
assurances that the discontinuance of various product lines will reduce our operating expenses or will not cause
us to incur material charges associated with such decision. Furthermore, the discontinuance of existing product
lines entails various risks, including the risk that we will not be able to find a purchaser for a product line or the
purchase price obtained will not be equal to at least the book value of the net assets for the product line. Other
risks include managing the expectations of, and maintaining good relations with, our customers who previously
purchased products from our disposed or discontinued product lines, which could prevent us from selling other
products to them in the future. We may also incur other significant liabilities and costs associated with our
disposal or discontinuance of product lines, including employee severance costs and excess facilities costs.
Cybersecurity threats or other security breaches could compromise sensitive information belonging to us
or our customers and could harm our business and our reputation.
We store sensitive data, including intellectual property, proprietary business information and our customer
and employee information. Despite our security measures, our information technology and infrastructure may be
vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions that could
result in unauthorized disclosure or loss of sensitive data. Because the techniques used to obtain unauthorized
access to networks, or to sabotage systems, change frequently and generally are not recognized until launched
against a target, we may be unable to anticipate these techniques or to implement adequate preventative
measures. Furthermore, in the operation of our business we also use third-party vendors that store certain
sensitive data. Any security breach of our own or a third-party vendor’s systems could cause us to be non-
compliant with applicable laws or regulations, subject us to legal claims or proceedings, disrupt our operations,
damage our reputation, and cause a loss of confidence in our products and services, any of which could adversely
affect our business.
Our corporate tax rate may increase, which could adversely impact our cash flow, financial condition and
results of operations.
We have significant operations in Israel, as well operations in the Republic of Ireland and France. A
substantial portion of our taxable income historically has been generated in Israel. Currently, our Israeli and Irish
subsidiaries are taxed at rates substantially lower than the U.S. tax rates. If our Israeli and Irish subsidiaries were
no longer to qualify for these lower tax rates or if the applicable tax laws were rescinded or changed, our
operating results could be materially adversely affected. In addition, because our Israeli, Irish and French
23
CEVA, INC.
FORM 10-K
Donnelley Financial
NC8600AC691610
12.1.14
ADG wenzd0cm
SFR
ˆ200FVB!ee$1cPrKMÇŠ
6*
1C
332181 TX 24
PMT
PS
200FVB!ee$1cPrKM˙
CLN
09-Mar-2017 02:51 EST
operations are owned by subsidiaries of our U.S. parent corporation, distributions to the U.S. parent corporation,
and in certain circumstances undistributed income of the subsidiaries, may be subject to U.S. taxes. Moreover, if
U.S. or other authorities were to change applicable tax laws or successfully challenge the manner in which our
subsidiaries’ profits are currently recognized, our overall tax expenses could increase, and our business, cash
flow, financial condition and results of operations could be materially adversely affected. Also our taxes on the
Irish interest income may be double taxed both in Ireland and in the U.S. due to U.S. tax regulations and Irish tax
restrictions on NOLs to off-set interest income. In addition, starting in 2012, our Israeli interest income also may
be taxed both in Israel and the U.S due to different Controlled Foreign Corporation rules.
Our stock price may be volatile so you may not be able to resell your shares of our common stock at or
above the price you paid for them.
Announcements of developments related to our business, announcements by competitors, quarterly
fluctuations in our financial results, changes in the general conditions of the highly dynamic industry in which we
compete or the national economies in which we do business, and other factors could cause the price of our
common stock to fluctuate, perhaps substantially. In addition, in recent years, the stock market has experienced
extreme price fluctuations, which have often been unrelated to the operating performance of affected companies.
These factors and fluctuations could have a material adverse effect on the market price of our common stock.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our headquarters are located in Mountain View, California and we have principal offices in Herzeliya,
Israel, Sophia Antipolis, France and Dublin, Ireland.
We lease buildings for our executive offices, and engineering, sales, marketing, administrative and support
operations and design centers. The following table summarizes information with respect to the principal facilities
leased by us as of December 31, 2016:
Location
Term
Expiration
Area
(Sq. Feet)
Principal Activities
Mountain View, CA, U.S. (1)
8 years
2023
3,769
Headquarters; sales and marketing;
administration
Herzeliya, Israel (2)
Dublin, Ireland (3)
Cork, Ireland (4)
Belfast, UK (5)
6 years
10 years
5 years
15 years
Sophia Antipolis, France (6)
9 years
Shanghai, China
Tokyo, Japan
3 years
3 years
2020
2026
2021
2019
2021
2018
2019
(1) Break clause in the lease exercisable in 2020.
(2) Break clause in the lease exercisable in 2018.
(3) Break clause in the lease exercisable in 2021.
35,801
Research and development; administration;
sales and marketing
1,755
Research and development; administration
2,870
Research and development
2,600
Research and development
7,535
Research and development; administration;
sales and marketing
3,438
sales and marketing
1,713
sales and marketing
24
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#N7r=Vt\Š
5*
1C
332181 TX 25
PMT
PS
200FVB!ee#N7r=Vt\
CLN
08-Mar-2017 00:24 EST
(4) Break clause in the lease exercisable in 2018.
(5) Break clause in the lease exercisable on payment of one year rent.
(6) Break clause exercisable in 2018.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we are involved in litigation relating to claims arising out of our operations in the normal
course of business. We are not a party to any legal proceedings, the adverse outcome of which, in management’s
opinion, would have a material adverse effect on our results of operations or financial position
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
25
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
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5*
1C
332181 TX 26
PMT
PS
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CLN
08-Mar-2017 00:24 EST
EXECUTIVE OFFICERS OF THE REGISTRANT
Below are the names, ages and principal recent business experience of our current executive officers. All
such persons have been appointed by our board of directors to serve until their successors are elected and
qualified or until their earlier resignation or removal.
Gideon Wertheizer, age 60, has served as our Chief Executive Officer since May 2005. He joined our board
of directors in January 2010. Mr. Wertheizer has 33 years of experience in the semiconductor and Silicon
Intellectual Property (SIP) industries. He previously served as the Executive Vice President and General Manager
of the DSP business unit at CEVA. Prior to joining CEVA in November 2002, Mr. Wertheizer held various
executive positions at DSP Group, Inc., including such roles as Executive VP—Strategic Business Development,
Vice President for Marketing and Vice President of VLSI design. Mr. Wertheizer holds a BsC for electrical
engineering from Ben Gurion University in Israel and executive MBA from Bradford University in the United
Kingdom.
Yaniv Arieli, age 48, has served as our Chief Financial Officer since May 2005. Prior to his current position,
Mr. Arieli served as President of U.S. Operations and Director of Investor Relations of DSP Group beginning in
August 2002 and Vice President of Finance, Chief Financial Officer and Secretary of DSP Group’s DSP Cores
Licensing Division prior to that time. Before joining DSP Group in 1997, Mr. Arieli served as an account
manager and certified public accountant at Kesselman & Kesselman, a member of PricewaterhouseCoopers, a
leading accounting firm. Mr. Arieli is a CPA and holds a B.A. in Accounting and Economics from Haifa
University in Israel and an M.B.A. from Newport University and is also a member of the National Investor
Relation Institute.
Issachar Ohana, age 51, has served as our Vice President, Worldwide Sales, since November 2002 and our
Executive Vice President, Worldwide Sales, since July 2006. Prior to joining CEVA in November 2002,
Mr. Ohana was with DSP Group beginning in August 1994 as a VLSI design engineer. He was appointed Project
Manager of DSP Group’s research and development in July 1995, Director of Core Licensing in August 1998,
and Vice President—Sales of the Core Licensing Division in May 2000. Mr. Ohana holds a B.Sc. in Electrical
and Computer Engineering from Ben Gurion University in Israel and an MBA from Bradford University in the
United Kingdom.
26
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
12.1.14
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PART II
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock began trading on The NASDAQ Global Market on November 1, 2002. Our common
stock currently trades under the ticker symbol “CEVA” on NASDAQ. As of February 24, 2017, there were
approximately 1,876 holders of record, which we believe represents approximately 9,286 beneficial holders. The
closing price of our common stock on The NASDAQ Global Market on March 3, 2017 was $33.45 per share.
The following table sets forth, for the periods indicated, the range of high and low closing prices per share of our
common stock, as reported on The NASDAQ Global Market.
2016
2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Price Range of
Common Stock
High
Low
$23.15
$27.90
$36.29
$35.55
$23.16
$22.45
$19.52
$27.14
$17.41
$21.77
$26.13
$28.50
$17.33
$18.45
$16.98
$17.77
We have never paid any cash dividends. We intend to retain future earnings, if any, to fund the development
and growth of our business and currently do not anticipate paying cash dividends in the foreseeable future.
Equity Compensation Plan Information
Information as of December 31, 2016 regarding options, SARs and RSUs granted under our stock plans and
remaining available for issuance under those plans will be contained in the definitive 2017 Proxy Statement for
the 2017 annual meeting of stockholders to be held on May 15, 2017 and incorporated herein by reference.
Issuer Purchases of Equity Securities
There were no repurchases of our common stock during the three months ended December 31, 2016.
2016 Annual Meeting of Stockholders
We anticipate that the 2017 annual meeting of our stockholders will be held on May 15, 2017 in New York
City, NY.
Stock Performance Graph
Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might
incorporate this proxy statement or future filings made by the Company under those statutes, the below Stock
Performance Graph shall not be deemed filed with the United States Securities and Exchange Commission and
shall not be deemed incorporated by reference into any of those prior filings or into any future filings made by
the Company under those statutes.
27
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
December 2016
300.00
250.00
200.00
150.00
100.00
50.00
0.00
2011
2012
2013
2014
2015
2016
CEVA, Inc.
NASDAQ Composite Index
Morningstar Semiconductor Index
CEVA, Inc.
NASDAQ Composite
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
12/31/16
100.00
52.05
50.30
59.95
77.20
110.87
100.00
117.45
164.57
188.84
201.98
219.89
Morningstar Semiconductor
100.00
106.73
132.99
171.56
183.39
239.66
The stock performance graph above compares the percentage change in cumulative stockholder return on
the common stock of our company for the period from December 31, 2011, through December 31, 2016, with the
cumulative total return on The NASDAQ Global Market (U.S.) Composite Index and the Morningstar
Semiconductor Group Index.
This graph assumes the investment of $100 in our common stock (at the closing price of our common stock
on December 31, 2011), the NASDAQ Global Market (U.S.) Composite Index and the Morningstar
Semiconductor Group Index on December 31, 2011, and assumes dividends, if any, are reinvested.
Comparisons in the graph above are based upon historical data and are not indicative of, nor intended to
forecast, future performance of our common stock.
28
CEVA, INC.
FORM 10-K
Donnelley Financial
NC8600AC631342
12.1.14
ADG kilgk0cm
SFR
ITEM 6. SELECTED FINANCIAL DATA
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The following selected financial data should be read in conjunction with, and are qualified by reference to,
our consolidated financial statements and the related notes, as well as our “Management’s Discussion and
Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2016,” both
appearing elsewhere in this annual report.
Consolidated Statements of Income Data:
Revenues:
Licensing and related revenue
Royalties
Total revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development, net
Sales and marketing
General and administrative
Amortization of intangible assets
Total operating expenses
Operating income
Financial income, net
Other loss
Income before taxes on income
Income taxes
Net income (loss)
Basic net income (loss) per share
Diluted net income (loss) per share
Consolidated Balance Sheet Data:
Working capital
Total assets
Total long-term liabilities
Total stockholders’ equity
Year Ended December 31,
2012
2013
2014
2015
2016
(in thousands)
$21,727
31,950
$22,372
26,528
$28,348
22,460
$32,135
27,364
$31,874
40,779
53,677
3,952
48,900
5,163
50,808
5,000
59,499
5,424
72,653
6,086
49,725
43,737
45,808
54,075
66,567
20,243
9,231
7,884
—
21,216
10,092
7,670
—
25,828
9,815
8,054
649
28,113
10,168
8,184
1,298
30,838
11,540
8,567
1,236
37,358
38,978
44,346
47,763
52,181
12,367
3,380
—
15,747
2,062
4,759
2,714
—
7,473
788
1,462
975
(404)
2,033
2,852
6,312
1,069
—
7,381
1,114
14,386
2,039
—
16,425
3,325
$13,685
$ 6,685
$ (819) $ 6,267
$13,100
$
$
0.60
0.59
$
$
0.30
0.30
$ (0.04) $
$ (0.04) $
0.31
0.30
$
$
0.63
0.61
December 31,
2012
2013
2014
2015
2016
(in thousands)
$131,545
$131,433
$ 93,777
$ 87,044
$122,117
216,333
212,327
207,005
212,649
242,495
6,158
7,255
7,961
7,571
8,349
$196,068
$190,895
$179,049
$186,095
$211,551
29
CEVA, INC.
FORM 10-K
Donnelley Financial
NC8600AC631342
12.1.14
ADG kilgk0cm
SFR
QUARTERLY FINANCIAL INFORMATION
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09-Mar-2017 05:30 EST
March 31,
June 30,
September 30, December 31, March 31,
June 30,
September 30, December 31,
2015
2016
Three months ended
Revenues:
Licensing and related
revenue
Royalties
Total revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development,
net
Sales and marketing
General and administrative
Amortization of intangible
assets
$ 7,839 $ 7,669
5,690
5,995
$ 8,600
7,635
$ 8,027
8,044
$ 8,650
7,858
$ 7,470
9,633
$ 7,456
10,390
13,834
13,359
1,185
1,550
12,649
11,809
16,235
1,281
14,954
16,071
1,408
14,663
16,508
17,103
1,628
1,403
14,880
15,700
17,846
1,422
16,424
7,363
2,426
1,972
7,241
2,548
1,666
6,571
2,384
2,183
6,938
2,810
2,363
7,914
2,845
1,990
7,811
2,855
2,078
7,346
2,763
2,218
325
324
325
324
309
309
309
Total operating
expenses
Operating income
Financial income (loss), net
12,086
563
(27)
11,779
30
269
Income before taxes on income
Income taxes
536
50
299
131
168
0.01
0.01
$
486 $
$ 0.02 $
0.02 $
$
Net income
Basic net income per share
diluted net income per share
Weighted average shares used to
compute net income per share
(in thousands):
Basic
Diluted
11,463
3,491
401
3,892
583
$ 3,309
0.16
$
0.16
$
12,435
2,228
426
2,654
350
$ 2,304
0.11
$
0.11
$
13,058
1,822
441
2,263
463
13,053
2,647
561
3,208
497
$ 1,800
0.09
$
0.09
$
$ 2,711
0.13
$
0.13
$
12,636
3,788
615
4,403
1,015
$ 3,388
0.16
$
0.15
$
$ 8,298
12,898
21,196
1,633
19,563
7,767
3,077
2,281
309
13,434
6,129
422
6,551
1,350
$ 5,201
0.24
$
0.24
$
20,418
20,958
20,564
20,984
20,448
20,811
20,491
21,203
20,520
20,926
20,604
21,371
21,025
21,883
21,239
22,068
30
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PR3-1252
12.1.14
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion together with the consolidated financial statements and related
notes appearing elsewhere in this annual report. This discussion contains forward-looking statements that
involve risks and uncertainties. Actual results may differ materially from those included in such forward-looking
statements. Factors that could cause actual results to differ materially include those set forth under “Risk
Factors,” as well as those otherwise discussed in this section and elsewhere in this annual report. See
“Forward-Looking Statements and Industry Data.”
BUSINESS OVERVIEW
The following discussion and analysis is intended to provide an investor with a narrative of our financial
results and an evaluation of our financial condition and results of operations. The discussion should be read in
conjunction with our consolidated financial statements and notes thereto for the year ended December 31, 2016,
both appearing elsewhere in this annual report.
Headquartered in Mountain View, California, CEVA is a leading licensor of signal processing IP for a
smarter, connected world. We partner with semiconductor companies and OEMs worldwide to create power-
efficient, intelligent and connected devices for a range of end markets, including mobile, consumer, automotive,
industrial and IoT. Our ultra-low-power IPs for vision, sound, long and short range wireless, include
comprehensive DSP-based platforms for LTE/LTE-A/5G baseband processing in handsets, infrastructure and IoT
devices, advanced imaging, computer vision and deep learning for any camera-enabled device, as well as sound/
voice/audio applications for multiple Internet of Things (IoT) markets. For short range wireless, we offer the
industry’s most widely adopted IPs for Bluetooth (low energy and dual mode), Wi-Fi (802.11 b/g/n/ac up to
4x4). We also offer wired interface for storage (SATA and SAS).
Our technologies are licensed to leading semiconductor and original equipment manufacturer (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. Our state-of-the-art technology has shipped in more than 8
billion chips to date for a wide range of diverse end markets. One in three handsets sold worldwide is powered by
CEVA.
Our DSPs power many leading handset OEMs in the world today, including a tier-one U.S. brand, Coolpad,
HTC, Huawei, Intex, Karbonn, Lava, Lenovo, LG, Meizu, Micromax, OPPO, Samsung, Vivo, Xiaomi, ZTE and
hundreds of local handset manufacturers in China and India. Based on internal data and Strategy Analytics’
provisional worldwide shipment data, CEVA’s worldwide market share of handset baseband chips that
incorporate our technologies was approximately 42% of the worldwide shipment volume in the third quarter of
2016.
In July 2014, we acquired RivieraWaves SAS (“RivieraWaves”), a privately-held, French company and a
leading provider of wireless connectivity intellectual property for Wi-Fi and Bluetooth technologies.
We believe the adoption of our signal processing IP cores and software for smart, connected devices
continues to progress. Devices for such markets include smartphones, tablets, smart home appliances, wearables,
surveillance, connected car, drones, robots and industrial and medical equipment. As a testament to this growing
trend, during the fourth quarter of 2016, we concluded fifteen licensing deals, eight of which were for our
imaging and vision technologies. These customers will incorporate our technology into smartphones, automotive
ADAS, DSLR cameras and surveillance systems.
31
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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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. In particular, our presence in the 3G & LTE smartphone markets continue to grow as our
customers targeting those markets are gaining market share at the expense of the incumbents. During
the fourth quarter of 2016, we reported the shipment of 83 million LTE chipsets, which equates to 21%
market share of the smartphone LTE devices sold worldwide for the third quarter of 2016. Moreover,
the total number of LTE smartphones powered by our DSPs in 2016 reached 226 million units, up from
70 million in 2015. The royalty we derive from smartphones is higher on average than that of feature
phones, so we are set to benefit as handset markets around the world continue to transition and shift
away from feature phones to smartphones, in particular in emerging economies.
• Our specialization and competitive edge in digital signal processor technologies for next generation
LTE, 5G and Wi-Fi technologies in base stations, and the inherent low cost and power performance
balance of our technologies, put us in a strong position to simultaneously capitalize on mass market
adoption of such technologies and address multiple market and product sectors, including small cells,
macrocells, routers and machine-to-machine.
• Together with our presence in the handset baseband market, RivieraWaves’ Bluetooth and Wi-Fi IPs
allow us to expand further into IoT applications and substantially increase our overall addressable
market. Our addressable market size is expected to be 35 billion devices by 2020, per recent data from
ABI Research. Already, shipments of products incorporating our Bluetooth IP are sizeable, with more
than 47 million CEVA-powered Bluetooth chips reported by our customers for the fourth quarter of
2016, and reaching 138 million units for the full year 2016.
• The market potential for intelligent audio processing required, as voice is becoming the primary user
interface for IoT applications, including mobile, automotive and consumer devices, offers an additional
growth segment for the company. Our proven track record in audio/voice, with more than 6 billion
audio chips shipped to date, puts us in a strong position to power audio roadmaps across this new range
of addressable end markets.
• The market potential for machine learning and deep networks for camera-related use cases in
automotive, mobile, consumer and IoT applications offers another growth segment for the company.
Our CEVA-XM4 intelligent vision processor and our new CEVA-XM6 vision processor and platform
for deep learning provide highly compelling offerings for any camera-enabled device such as
smartphones, tablets, automotive safety (ADAS), drones, robotics, security and surveillance,
augmented reality (AR) and virtual reality (VR), drones, and signage. Per ABI Research, camera
shipments are expected to exceed 2.7 billion units by 2018. We have already signed more than 30
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 revolution in vision processing is an opportunity for us to expand our
footprint in smartphones and further into tablets, drones, surveillance and automotive applications.
As a result of our diversification strategy beyond baseband for handsets and our progress in addressing these
new markets under the IoT umbrella, we expect significant growth in our unit shipments for non-handset
baseband applications over the next few years, up from approximately 210 million royalty-bearing units annually
in 2016 to 700 to 900 million units annually by 2018.
Notwithstanding the various growth opportunities we have outlined above, our business operates in a highly
competitive and cyclical environment. The maintenance of our competitive position and our future growth are
dependent on our ability to adapt to ever-changing technologies, short product life cycles, evolving industry
standards, changing customer needs and the trend towards Internet-of-Things, handset baseband, connectivity,
32
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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and voice, audio and video convergence in the markets that we operate. Also, our business relies significantly on
revenues derived from a limited number of customers. 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. Moreover, competition has historically increased pricing pressures for our products and
decreased our average selling prices. Royalty payments under our existing license agreements also could be
lower than currently anticipated for a variety of reasons, including decreased royalty rates triggered by larger
volume shipments, lower royalty rates negotiated with customers due to competitive pressure or consolidation
among our customers. Some of our competitors have reduced their licensing and royalty fees to attract customers
and expand their market share. In order to penetrate new markets and maintain our market share with our existing
products, we may need to offer our products in the future at lower prices which may result in lower profits. In
addition, our future growth is dependent not only on the continued success of our existing products but also the
successful introduction of new products, which requires the dedication of resources into research and
development which in turn may increase our operating expenses. Furthermore, since our products are
incorporated into end products of our OEM and semiconductor customers, our business is very dependent on
their ability to achieve market acceptance of their end products in the handset and consumer electronic markets,
which are similarly very competitive. In addition, macroeconomic trends may significantly affect our operating
results. For example, consolidation among our customers may negatively affect our revenue source, increase our
existing customers’ negotiation leverage and make us more dependent on a limited number of customers. Also,
since we derive a significant portion of our revenues from the handset baseband market, any negative trends in
that market would adversely affect our financial results.
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.
Our license arrangements have not historically provided for substantial ongoing license payments so revenue
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. Moreover, our royalty revenues are based on the
sales of products incorporating the semiconductors or other products of our customers, and as a result we do not
have direct access to information that will help us anticipate the timing and amount of future royalties. We have
very little visibility into the timetable of product shipments incorporating our technology by our customers. As a
result, our past operating results should not be relied upon as an indication of future results.
CRITICAL ACCOUNTING POLICIES, ESTIMATES AND ASSUMPTIONS
Our consolidated financial statements are prepared in accordance with generally accepted accounting
principles in the United States (U.S. GAAP). These accounting principles require us to make certain estimates,
judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are
reasonable based upon information available to us at the time that these estimates, judgments and assumptions
are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as
of the date of the financial statements, as well as the reported amounts of revenues and expenses during the
periods presented. To the extent there are material differences between these estimates, judgments or
assumptions and actual results, our financial statements will be affected. The significant accounting policies that
we believe are the most critical to aid in fully understanding and evaluating our reported financial results include
the following:
•
revenue recognition;
• Business combinations and valuation of goodwill and other acquired intangible assets;
•
•
•
income taxes;
equity-based compensation; and
impairment of marketable securities;
33
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP
and does not require management’s judgment in its application. There are also areas in which management’s
judgment in selecting among available alternatives would not produce a materially different result.
Revenue Recognition
Significant management judgments and estimates must be made and used in connection with the recognition
of revenue in any accounting period. Material differences in the amount of revenue in any given period may
result if these judgments or estimates prove to be incorrect or if management’s estimates change on the basis of
development of business or market conditions. Management’s judgments and estimates have been applied
consistently and have been reliable historically.
We generate our revenues from (1) licensing intellectual property, which in certain circumstances is
modified for customer-specific requirements, (2) royalty revenues and (3) other revenues, which include
revenues from support, training and sale of development systems. We license our IP to semiconductor companies
throughout the world. These semiconductor companies then manufacture, market and sell custom-designed
chipsets to OEMs of a variety of consumer electronics products. We also license our technology directly to
OEMs, which are considered end users.
We account for our IP license revenues and related services in accordance with Financial Accounting
Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 985-605, “Software Revenue
Recognition.” Revenues are recognized when persuasive evidence of an arrangement exists and no further
obligation exists, delivery has occurred, the license fee is fixed or determinable, and collection is reasonably
assured. A license may be perpetual or time limited in its application. Revenue earned on licensing arrangements
involving multiple elements are allocated to each element based on the “residual method” when vendor specific
objective evidence (“VSOE”) of fair value exists for all undelivered elements and VSOE does not exist for one of
the delivered elements. VSOE of fair value of the undelivered elements is determined based on the substantive
renewal rate as stated in the agreement.
Extended payment terms in a licensing arrangement may indicate that the license fees are not deemed to be
fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due
from the customer unless collection is not considered reasonably assured, then revenue is recognized as payments
are collected from the customer, provided all other revenue recognition criteria have been met.
Revenues from license fees that involve significant customization of our IP to customer-specific
specifications are recognized in accordance with the principles set out in FASB ASC No. 605-35-25,
“Construction-Type and Production-Type Contracts Recognition,” using contract accounting on a percentage of
completion method. The amount of revenue recognized is based on the total license fees under the agreement and
the percentage of completion achieved. The percentage of completion is measured by the actual time incurred to
date on the project compared to the total estimated project requirements, which correspond to the costs related to
earned revenues. Provisions for estimated losses on uncompleted contracts are made during the period in which
such losses are first determined, in the amount of the estimated loss on the entire contract.
Revenues that are derived from the sale of a licensee’s products that incorporate our IP are classified as
royalty revenues. Royalty revenues are recognized during the quarter in which we receive a report from the
licensee detailing the shipment of products that incorporate our IP, which receipt is in the quarter following the
licensee’s sale of such products to its customers. Royalties are calculated either as a percentage of the revenues
received by our licensees on sales of products incorporating our IP or on a per unit basis, as specified in the
agreements with the licensees. Non-refundable payments on account of future royalties (prepaid royalties) are
included within our licensing and related revenue line on the consolidated statements of operations. We may
engage a third party to perform royalty audits of our licensees, and if these audits indicate any over- or under-
reported royalties, we account for the results when the audits are resolved.
34
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
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In addition to license fees, contracts with customers generally contain an agreement to provide for post
contract support and training, which consists of telephone or e-mail support, correction of errors (bug fixing) and
unspecified updates and upgrades. Fees for post contract support, which takes place after delivery to the
customer, are specified in the contract and are generally mandatory for the first year. After the mandatory period,
the customer may extend the support agreement on similar terms on an annual basis. We recognize revenue for
post contract support on a straight-line basis over the period for which technical support is contractually agreed
to be provided to the licensee, typically 12 months. Revenues from training are recognized as the training is
performed.
Revenues from the sale of development systems are recognized when title to the product passes to the
customer and all other revenue recognition criteria have been met.
We usually do not provide rights of return. When rights of return are included in the license agreements,
revenue is deferred until rights of return expire.
Business Combinations and Valuation of Goodwill and Other Acquired Intangible Assets
We allocate the fair value of purchase price consideration to the tangible assets acquired, liabilities assumed
and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase price
consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such
valuations require management to make significant estimates and assumptions, especially with respect to
intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future
expected cash flows from acquired customers, acquired technology, and trade names from a market participant
perspective, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions
believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results
may differ from estimates.
We review goodwill for impairment at least annually or more frequently if events or changes in
circumstances indicate that the carrying value of goodwill may not be recoverable in accordance with ASC 350
“Intangibles—Goodwill and other”. ASC 350 allows an entity to first assess qualitative factors to determine
whether it is necessary to perform the two-step quantitative goodwill impairment test. An entity is not required to
calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it
is more likely than not that its fair value is less than its carrying amount. Alternatively, ASC 350 permits an
entity to bypass the qualitative assessment and proceed directly to performing the two steps goodwill impairment
test. The first step, identifying a potential impairment, compares the fair value of the reporting unit with its
carrying amount. If the carrying amount exceeds its fair value, the second step will be performed; otherwise, no
further step is required. The second step, measuring the impairment loss, compares the implied fair value of the
goodwill with the carrying amount of the goodwill. Any excess of the goodwill carrying amount over the applied
fair value is recognized as an impairment loss, and the carrying value of goodwill is written down to fair value.
During 2014, 2015 and 2016, no impairment of goodwill was identified.
Acquired finite-lived intangible assets are amortized over their estimated useful lives. We evaluate the
recoverability of our intangible assets for possible impairment whenever events or circumstances indicate that the
carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a
comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If
such review indicates that the carrying amount of property and equipment and intangible assets is not
recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any such
impairment charge during the years presented.
In addition to the recoverability assessment, we routinely review the remaining estimated useful lives of our
finite-lived intangible assets. If we reduce the estimated useful life assumption for any asset, the remaining
unamortized balance would be amortized over the revised estimated useful life.
35
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
Income Taxes
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5*
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We are subject to income taxes mainly in Israel, France, the U.S. and Ireland. Significant judgment is
required in evaluating our uncertain tax positions and determining our provision for income taxes. We recognize
income taxes under the liability method. Tax benefits are recognized from uncertain tax positions only if we
believe that it is more likely than not that the tax position will be sustained on examination by the taxing
authorities based on the technical merits of the position. Although we believe we have adequately reserved for
our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be
different. We adjust these reserves when facts and circumstances change, such as the closing of a tax audit, the
refinement of an estimate or changes in tax laws. To the extent that the final tax outcome of these matters is
different than the amounts recorded, such differences will impact the provision for income taxes in the period in
which such determination is made. The provision for income taxes includes the effects of any reserves that are
considered appropriate, as well as the related net interest and penalties.
We recognize deferred tax assets and liabilities for future tax consequences arising from differences
between the carrying amounts of existing assets and liabilities under GAAP and their respective tax bases, and
for net operating loss carryforwards and tax credit carryforwards. We regularly review our deferred tax assets for
recoverability and establish a valuation allowance if it is more likely than not that some portion or all of the
deferred tax assets will not be realized. To make this judgment, we must make predictions of the amount and
category of taxable income from various sources and weigh all available positive and negative evidence about
these possible sources of taxable income.
Accounting for tax positions requires judgments, including estimating reserves for potential uncertainties.
We also assess our ability to utilize tax attributes, including those in the form of carry forwards for which the
benefits have already been reflected in the financial statements. While we believe the resulting tax balances as of
December 31, 2015 and 2016 are appropriately accounted for, the ultimate outcome of such matters could result
in favorable or unfavorable adjustments to our consolidated financial statements and such adjustments could be
material. See Note 13 to our Consolidated Financial Statements for the year ended December 31, 2016 for further
information regarding income taxes. We have filed or are in the process of filing local and foreign tax returns that
are subject to audit by the respective tax authorities. The amount of income tax we pay is subject to ongoing
audits by the tax authorities, which often result in proposed assessments. We believe that we adequately provided
for any reasonably foreseeable outcomes related to tax audits and settlement. However, our future results may
include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are
made or resolved, audits are closed or when statute of limitations on potential assessments expire.
Equity-Based Compensation
We account for equity-based compensation in accordance with FASB ASC No. 718, “Stock Compensation”
which requires the recognition of compensation expenses based on estimated fair values for all equity-based
awards made to employees and non-employee directors.
We estimate the fair value of options and stock appreciation right (“SAR”) awards on the date of grant using
an option-pricing model. The value of the portion of an award that is ultimately expected to vest is recognized as
an expense over the requisite service period in our consolidated statement of operations. We recognize
compensation expenses for the value of our options and SARs, which have graded vesting based on the
accelerated attribution method over the requisite service period of each of the awards, net of estimated
forfeitures. Estimated forfeitures are based on actual historical pre-vesting forfeitures and the rate is adjusted to
reflect changes in facts and circumstances, if any. Estimated forfeiture rate will be revised if actual forfeitures
differ from the initial estimates.
We recognize compensation expenses for the value of our restricted stock unit (“RSU”) awards, based on
the straight-line method over the requisite service period of each of the awards, net of estimated forfeitures. 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.
36
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
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08-Mar-2017 00:24 EST
We use the Monte-Carlo simulation model for options and SARs granted. Expected volatility was calculated
based upon actual historical stock price movements over the most recent periods ending on the grant date, equal
to the expected option and SAR term. We have historically not paid dividends and have no foreseeable plans to
pay dividends. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an
equivalent term. The Monte-Carlo model also considers the suboptimal exercise multiple which is based on the
average exercise behavior of our employees over the past years, the contractual term of the options and SARs,
and the probability of termination or retirement of the holder of the options and SARs in computing the value of
the options and SARs. Although our management believes that their estimates and judgments about equity-based
compensation expense are reasonable, actual results and future changes in estimates may differ substantially
from our current estimates.
Impairment of Marketable Securities
Marketable securities consist mainly of corporate bonds. We determine the appropriate classification of
marketable securities at the time of purchase and re-evaluate such designation at each balance sheet date. In
accordance with FASB ASC No. 320, “Investment Debt and Equity Securities,” we classify marketable securities
as available-for-sale. Available-for-sale 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 marketable securities, as determined on a specific identification basis,
are included in financial income, net. The amortized cost of marketable securities is adjusted for amortization of
premium and accretion of discount to maturity, both of which, together with interest, are included in financial
income, net. We have classified all marketable securities as short-term, even though the stated maturity date may
be one year or more beyond the current balance sheet date, because it is probable that we will sell these securities
prior to maturity to meet liquidity needs or as part of risk versus reward objectives.
We recognize an impairment charge when a decline in the fair value of our investments in debt securities
below the cost basis of such securities is judged to be other-than-temporary. The determination of credit losses
requires significant judgment and actual results may be materially different from our estimates. Factors
considered in making such a determination include the duration and severity of the impairment, the reason for the
decline in value, the ability of the issuer to meet payment obligations and the potential recovery period . For
securities that are deemed other-than-temporarily impaired, the amount of impairment is recognized in the
statement of income and is limited to the amount related to credit losses, while impairment related to other
factors is recognized in other comprehensive income (loss).
During the years ended December 31, 2014, 2015 and 2016, no other-than temporary impairment were
recorded related to our marketable securities.
Recently Issued and Adopted Accounting Pronouncement
(a) Revenue recognition
In May 2014, the Financial Accounting Standards Board (“FASB”) issued a new standard related to revenue
recognition. Under the new standard, revenue is recognized when a customer obtains control of promised goods
or services and is recognized in an amount that reflects the consideration which the entity expects to receive in
exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing,
and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued
several amendments to the standard, including clarification on identifying performance obligations.
The guidance permits two methods of modification: retrospectively to each prior reporting period presented
(full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance
recognized at the date of initial application (the cumulative catch-up transition method). We currently anticipate
adopting the standard using the modified retrospective method rather than full retrospective method.
37
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
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08-Mar-2017 00:24 EST
The new standard will be effective for us beginning January 1, 2018, but adoption as of the original
effective date of January 1, 2017 is permitted. We will adopt the new standard as of January 1, 2018.
We have made progress toward completing our evaluation of the potential changes from adopting this new
standard on our financial reporting and disclosures. We have evaluated the impact of the standard on majority of
our revenue streams and associated contracts. We expect to complete the contract evaluations and validate the
results during the first half of 2017. We formed an implementation work group and expect to complete the
evaluation of the impact of the accounting and disclosure changes on our business processes, controls and
systems throughout 2017, design any changes to such business processes, controls and systems, and implement
the changes before the end of 2017.
Under the new standard, 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. We expect to continue to
recognize most of our revenue at a point in time upon delivery of our products. We expect to recognize revenue
over time on significant license customization contracts that are covered by contract accounting standards using
cost inputs to measure progress toward completion of our performance obligations, which is similar to the current
method.
Based on our current analysis the most significant effect, if any, will be related to certain deliverables that
may be considered as a distinct performance obligations separate from other performance obligations and will be
measured using the relative standalone selling price basis.
In addition, incremental costs that are related to sales from contracts signed during the period would require
capitalization. We also will consider if there is a significant financing component if the time between payment
and performance is more than one year.
We continue to assess all potential impacts under the new revenues standard.
(b) Other accounting standards
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which will replace the existing
guidance in ASC 840, “Leases.” The updated standard aims to increase transparency and comparability among
organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring
disclosure of key information about leasing arrangements. This ASU is effective for annual periods beginning
after December 15, 2018, and interim periods within those annual periods; early adoption is permitted and
modified retrospective application is required. We are in the process of evaluating this guidance to determine the
impact it will have on our financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation,” which simplifies
several aspects of the accounting for share-based payments, including immediate recognition of all excess tax
benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to
the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either
estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying
the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an
employer withholds shares for tax-withholding purposes. The amendments in this update became effective on
January 1, 2017. Our adoption of ASU 2016-09 will not have a material impact on our consolidated financial
statements.
The FASB issued ASU 2016-13 “Measurement of Credit Losses on Financial Instruments” requiring an
allowance to be recorded for all expected credit losses for financial assets. The allowance for credit losses is
based on historical information, current conditions and reasonable and supportable forecasts. The new standard
38
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
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08-Mar-2017 00:24 EST
also makes revisions to the other than temporary impairment model for available-for-sale debt securities.
Disclosures of credit quality indicators in relation to the amortized cost of financing receivables are further
disaggregated by year of origination. The new accounting guidance is effective for interim and annual periods
beginning after December 15, 2019 with early adoption permitted for interim and annual periods beginning after
December 15, 2018. The amendments will be applied through a cumulative-effect adjustment to retained
earnings as of the beginning of the first reporting period in which the guidance is effective. We are analyzing the
impact of this new standard and, at this time, cannot estimate the impact of adoption on our net income. We plan
to adopt ASU 2016-13 effective January 1, 2020.
In August 2016, FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of
Certain Cash Receipts and Cash Payments.” This update will make eight targeted changes to how cash receipts
and cash payments are presented and classified in the statement of cash flows. The update is effective for fiscal
years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless
it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the
earliest date practicable. We are currently evaluating the effect of this update on our consolidated financial
statements and related disclosures.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles: Goodwill and Other: Simplifying the Test
for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the amendments eliminate Step
2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by
comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be
recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the
loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, the
income tax effects of tax deductible goodwill on the carrying amount of the reporting unit should be considered
when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements
for any reporting unit with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test.
An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the
qualitative impairment test is necessary. The amendments should be applied on a prospective basis. The nature of
and reason for the change in accounting principle should be disclosed upon transition. The amendments in this
update should be adopted for annual or any interim goodwill impairment tests in fiscal years beginning after
December 15, 2019. Early adoption is permitted on testing dates after January 1, 2017. We are currently
evaluating the impact of adopting this new guidance on our consolidated financial statements, but it is not
expected to have a material impact.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the
Definition of a Business. The amendments in this update provide a more robust framework to use in determining
when a set of assets and activities is a business. Because the current definition of a business is interpreted broadly
and can be difficult to apply, stakeholders indicated that analyzing transactions is inefficient and costly and that
the definition does not permit the use of reasonable judgment. The amendments provide more consistency in
applying the guidance, reduce the costs of application, and make the definition of a business more operable. The
amendments in this update become effective for annual periods and interim periods within those annual periods
beginning after December 15, 2017. We are currently evaluating the impact of adopting this new guidance on our
consolidated financial statements, but it is not expected to have a material impact.
In 2016, we adopted ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a
Going Concern (ASU 2014-15), that provides guidance on management’s responsibility in evaluating whether
there is substantial doubt about a company’s ability to continue as a going concern and to provide related
footnote disclosures. The adoption of ASU 2014-15 did not have an impact on our consolidated financial
statements or related disclosures.
39
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
RESULTS OF OPERATIONS
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08-Mar-2017 01:36 EST
The following table presents line items from our consolidated statements of income as percentages of our
total revenues for the periods indicated:
Consolidated Statements of Income Data:
Revenues:
Licensing and related revenue
Royalties
Total revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development, net
Sales and marketing
General and administrative
Amortization of intangible assets
Total operating expenses
Operating income
Financial income, net
Other loss
Income before taxes on income
Income taxes
Net income (loss)
2014
2015
2016
55.8% 54.0% 43.9%
44.2% 46.0% 56.1%
100.0% 100.0% 100.0%
9.8%
8.4%
9.1%
90.2% 90.9% 91.6%
50.8% 47.2% 42.4%
19.3% 17.1% 15.9%
15.9% 13.8% 11.8%
1.7%
2.2%
1.3%
87.3% 80.3% 71.8%
2.9% 10.6% 19.8%
2.8%
1.8%
1.9%
—
(0.8)% —
4.0% 12.4% 22.6%
4.6%
1.9%
5.6%
(1.6)% 10.5% 18.0%
Discussion and Analysis
Below we provide information on the significant line items in our consolidated statements of income for
each of the past three fiscal years, including the percentage changes year-on-year, as well as an analysis of the
principal drivers of change in these line items from year-to-year.
Revenues
Total Revenues
Total revenues (in millions)
Change year-on-year
2014
2015
2016
$50.8
—
$59.5
17.1% 22.1%
$72.7
We derive a significant amount of revenues from a limited number of customers. Sales to Spreadtrum
represented 27%, 31% and 25% of our total revenues for 2016, 2015 and 2014, respectively. 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, two royalty paying customers each
represented 10% or more of our total royalty revenues for 2016, and collectively represented 80% of our total
royalty revenues for 2016; two royalty paying customers each represented 10% or more of our total royalty
revenues for 2015, and collectively represented 72% of our total royalty revenues for 2015; and three royalty
paying customers each representing 10% or more of our total royalty revenues for 2014, and collectively
represented 79% of our total royalty revenues for 2014. We expect that a significant portion of our future
40
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
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08-Mar-2017 02:08 EST
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. The loss of any significant customer could
adversely affect our near-term future operating results.
The following table sets forth the products and services as percentages of our total revenues in each of the
periods set forth below:
DSP products (DSP cores and platforms):
Baseband for handset and other devices
Other non-baseband (audio, imaging and vision)
Connectivity products (Bluetooth, WiFi and SATA/SAS)
Year ended December 31,
2014
2015
2016
72% 68% 69%
15% 14% 15%
13% 18% 16%
We expect to continue to generate a significant portion of our revenues for 2017 from the above products
and services.
Licensing and related revenue
Licensing and related revenue (in millions)
Change year-on-year
2014
2015
2016
$28.3
—
$32.1
13.4% (0.8)%
$31.9
The slight decrease in licensing and related revenues from 2015 to 2016 is explained by lower revenues
from the handset baseband markets, partially offset by positive licensing demand and a continuation of an
increase in a number of deals for our connectivity IPs, in particular Bluetooth IPs, and our vision-related
products. The increase in licensing and related revenues from 2014 to 2015 principally reflected higher revenues
from our connectivity IP products, mainly from Bluetooth IP, due to our acquisition of RivieraWaves, and from
higher revenues of our imaging and vision DSP cores and platforms, partially offset by lower revenues from our
non- handset baseband DSP cores and platforms.
Our higher licensing and related revenue in 2016 and 2015 illustrate that we have successfully transformed
CEVA into a vertically integrated, one-stop IP house for wireless broadband and IoT-related technologies. Our
unique portfolio of LTE-Advanced and 5G baseband, Bluetooth, Wi-Fi, imaging, vision and voice platforms
continue to set new milestones in innovation and customer traction. In 2016, we concluded a record 49 licensing
agreements (45 of which were for non-handset baseband and 17 were with first-time customers), compared to 47
and 36 in 2015 and 2014, respectively.
Our technologies are now designed in by leading semiconductor companies and OEMs in their base stations,
smartphone application processors, imaging chips, drones, surveillance systems, audio chips, as well as
automotive, smart grid, Wi-Fi, satellite communication, connectivity, GPS devices and connectivity for
Internet-of-Things.
Licensing and related revenue accounted for 43.9% of our total revenues for 2016, compared with 54.0%
and 55.8% of our total revenues for 2015 and 2014, respectively.
Royalty Revenues
Royalty revenues (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change year-on-year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$22.5
—
$27.4
21.8% 49.0%
$40.8
2014
2015
2016
41
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
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08-Mar-2017 03:24 EST
We generate royalty revenues from our customers who ship units of chips incorporating our technologies.
The royalties are invoiced and recognized on a quarterly basis in arrears as we receive quarterly shipment reports
from our licensees. The royalty rate is based either on a certain percent of the chipset price or a fixed amount per
chipset based on volume discounts.
Based on internal data and Strategy Analytics’ provisional worldwide shipment data, CEVA’s worldwide
market share of baseband chips that incorporate our technologies represented approximately 36%, 30% and 34%
of the worldwide baseband volume in 2016, 2015 and 2014, respectively, and accounted for approximately 91%,
88% and 86% of our total royalty revenues for 2016, 2015 and 2014, respectively.
The increase in royalty revenues from 2015 to 2016 mainly reflected an exceptional royalty revenue growth
from CEVA-powered smartphones in general and LTE shipments in particular. The growth of LTE baseband
shipments powered by our DSPs has accelerated noticeably both in high tier premium phones as well as lower
cost LTE smartphones, reaching 83 million devices reported for the fourth quarter of 2016 and overall
226 million for 2016, up from 70 million in 2015. The increase in royalty revenues from 2014 to 2015 mainly
reflected first time acceleration of CEVA-powered LTE smartphone shipments in the second half of the year,
which enabled us to reach a record 70 million LTE units for the year. The five largest royalty-paying customers
accounted for 92% of our total royalty revenues for 2016, compared to 87% of our total royalty revenues for both
2015 and 2014.
Our customers reported sales of 1,076 million chipsets incorporating our technologies in 2016, compared to
917 million in 2015 and 881 million in 2014. The increase in units shipped in 2016 as compared to 2015 is
attributable to a significant increase in smartphone baseband chip shipments, including LTE baseband chips
(which also bear higher average selling prices than feature phone baseband products), partially offset by lower
feature phone baseband chip shipments. The increase in units shipped in 2015 as compared to 2014 primarily
resulted from ramp up of both CEVA-powered LTE smartphones and Bluetooth products, offset by lower feature
phone products.
Geographic Revenue Analysis
United States
Europe, Middle East (EME)
Asia Pacific (APAC) (1) (2)
(1) China
(2) S. Korea
*) Less than 10%
2014
2015
2016
$11.7
$ 5.6
$33.5
$20.6
*)
(in millions, except percentages)
23.0% $ 9.7
11.1% $ 7.1
65.9% $42.7
40.5% $30.0
$ 6.2
16.4% $ 9.2
11.9% $10.9
71.7% $52.6
50.4% $30.0
10.4% $15.5
*)
12.6%
15.0%
72.4%
41.3%
21.4%
Due to the nature of our license agreements and the associated potential large individual contract amounts,
the geographic spilt of revenues both in absolute dollars and percentage terms generally varies from period to
period.
The decrease in revenues in absolute dollars and percentage terms in the United States from 2015 to 2016
reflected lower licensing and royalty revenues mainly due to less design starts and production ramp ups. The
decrease in revenues in absolute dollars and percentage terms in the United States from 2014 to 2015 reflected
lower royalty revenues mainly from Broadcom after it elected to shut down its wireless handset chip business.
The increase in revenues in absolute dollars and percentage in the EME region from 2015 to 2016 primarily
reflected higher licensing activities for base station applications and connectivity products as well higher royalty
42
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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5*
1C
332181 TX 43
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08-Mar-2017 01:38 EST
revenues. The increase in revenues in absolute dollars and percentage in the EME region from 2014 to 2015
primarily reflected higher licensing activities for connectivity products, partially offset by lower royalty revenues
mainly due to key customers that decided to exit or refocus their efforts in the baseband market, like
STMicroelectronics and Intel.
The increase in revenues in absolute dollars and percentage terms in the APAC region from both 2015 to
2016 and 2014 to 2015 primarily reflected higher royalty revenues from production ramp up and market share
gains of our customers.
Cost of Revenues
Cost of revenues (in millions)
Change year-on-year
2014
$ 5.0
—
2015
$5.4
2016
$ 6.1
8.5% 12.2%
Cost of revenues accounted for 8.4% of our total revenues for 2016, compared to 9.1% of our total revenues
for 2015 and 9.8% of our total revenues for 2014. The absolute dollar increase in cost of revenues for 2016 as
compared to 2015 principally reflected higher customization work for our licensees. The absolute dollar increase
in cost of revenues for 2015 as compared to 2014 principally reflected higher salary and related costs and higher
payments to the Israeli Innovation Authority of the Ministry of Economy and Industry in Israel (previously
known as Office of the Chief Scientist of Israel) (the “IIA”).
Cost of revenues includes labor-related costs and, where applicable, costs related to overhead,
subcontractors, materials, travel, royalty expenses payments to the IIA and non-cash equity-based compensation
expenses. Non-cash equity-based compensation expenses included in cost of revenues for the years 2016, 2015
and 2014 were $246,000, $155,000 and $193,000, respectively. Royalty expenses relate to royalties payable to
the IIA that amount to 3%-3.5% of the actual sales of certain of our products, the development of which
previously included grants from the IIA. The obligation to pay these royalties is contingent on actual sales of
these products.
Operating Expenses
Research and development, net
Sales and marketing
General and administration
Amortization of intangible assets
Total operating expenses
Change year-on-year
2014
2015
2016
(in millions)
$25.8
$ 9.8
$ 8.1
$ 0.6
$44.3
—
$28.1
$10.2
$ 8.2
$ 1.3
$47.8
$30.8
$11.5
$ 8.6
$ 1.2
$52.1
7.7%
9.2%
The increase in total operating expenses for 2016 as compared to 2015 principally reflected higher salary
and related costs mainly due to higher headcount, higher project-related expenses and higher non-cash equity-
based compensation expenses, partially offset by higher research grants received from the IIA. The increase in
total operating expenses for 2015 as compared to 2014 principally reflected: (1) higher salary and related costs,
which mainly included salary and related costs associated with the RivieraWaves employees as a result of our
acquisition in July 2014; (2) higher project-related expenses; and (3) amortization charges for intangible assets
acquired from RivieraWaves, partially offset by French research tax benefits applicable to Crédit Impôt
Recherche (“CIR”) and lower non-cash equity-based compensation expenses.
43
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
Research and Development Expenses, Net
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5*
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332181 TX 44
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CLN
08-Mar-2017 01:38 EST
Research and development expenses, net (in millions)
Change year-on-year
2014
2015
2016
$25.8
—
$28.1
$30.8
8.8%
9.7%
The net increase in research and development expenses for 2016 as compared to 2015 principally reflected
higher salary and related costs mainly due to higher headcount, higher project-related expenses and higher non-
cash equity-based compensation expenses, partially offset by higher research grants received from the IIA. The
net increase in research and development expenses for 2015 as compared to 2014 principally reflected: (1) higher
salary and related costs, which mainly included: (i) higher number of research and development personnel;
(ii) salary and related costs associated with the RivieraWaves employees as a result of our acquisition in July
2014; and (iii) salary raises and higher employee compensation accruals, partially offset by lower currency
exchange expenses as a result of the devaluation of the Israeli NIS against the U.S. dollar, and (2) higher project-
related expenses, partially offset by higher research tax benefits applicable to CIR and higher research grants
received from the IIA. The average number of research and development personnel in 2016 was 194, compared
to 182 in 2015 and 155 in 2014. The number of research and development personnel was 199 at December 31,
2016 as compared with 184 at year-end 2015 and 174 at year-end 2014.
Research and development expenses, net of related government grants and CIR, were 42.4% of our total
revenues for 2016, as compared with 47.2% for 2015 and 50.8% for 2014. We recorded research grants under
funding programs of $6,410,000 in 2016, compared with $4,997,000 in 2015 and $4,586,000 in 2014. We
recorded CIR benefits of $1,485,000, $1,414,000 and $675,000 in 2016, 2015 and 2014, respectively.
Research and development expenses consist primarily of salaries and associated costs, facilities expenses
associated with research and development activities, project-related expenses connected with the development of
our intellectual property which are expensed as incurred, and non-cash equity-based compensation expenses.
Non-cash equity-based compensation expenses included in research and development expenses, net for the years
2016, 2015 and 2014 were $2,860,000, $1,838,000and $2,027,000, respectively. Research and development
expenses are net of related government research grants and research tax benefits applicable to CIR. We view
research and development as a principal strategic investment and have continued our commitment to invest
heavily in this area, which represents the largest of our ongoing operating expenses. We will need to continue to
invest in research and development and such expenses may increase in the future to keep pace with new trends in
our industry.
Sales and Marketing Expenses
Sales and marketing expenses (in millions)
Change year-on-year
2014
$ 9.8
—
2015
2016
$10.2
$11.5
3.6% 13.5%
The increase in sales and marketing expenses for 2016 as compared to 2015 principally reflected higher
salary and related costs, higher commission costs, higher travel costs and higher non-cash equity-based
compensation expenses. The increase in sales and marketing expenses for 2015 as compared to 2014 principally
reflected higher salary and related costs, partially due to additional number of personnel, higher commission
expenses and higher marketing and trade shows activities, offset by lower non-cash equity-based compensation
expenses.
Sales and marketing expenses as a percentage of our total revenues were 15.9% for 2016, as compared with
17.1% for 2015 and 19.3% for 2014. The total number of sales and marketing personnel was 35 at year-end 2016,
as compared with 34 at year-end of 2015 and 29 at year-end of 2014. Sales and marketing expenses consist
44
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
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5*
1C
332181 TX 45
PMT
PS
200FVB!ee#QKvwqtY
CLN
08-Mar-2017 01:38 EST
primarily of salaries, commissions, travel and other costs associated with sales and marketing activities, as well
as advertising, trade show participation, public relations and other marketing costs and non-cash equity-based
compensation expenses. Non-cash equity-based compensation expenses included in sales and marketing
expenses for the years 2016, 2015 and 2014 were $922,000, $568,000 and $909,000, respectively.
General and Administrative Expenses
General and administrative expenses (in millions)
Change year-on-year
2014
2015
2016
$ 8.1
—
$8.6
$8.2
1.6% 4.7%
The increase in general and administrative expenses for 2016 as compared to 2015 principally reflected
higher non-cash equity-based compensation expenses, partially offset by lower professional services costs. The
increase in general and administrative expenses for 2015 as compared to 2014 principally reflected higher salary
and related costs, partially offset by lower non-cash equity-based compensation expenses.
General and administrative expenses as a percentage of our total revenues were 11.8% for 2016, as
compared with 13.8% for 2015 and 15.9% for 2014. The total number of general and administrative personnel
was 23 at year-end 2016, as compared with 23 at year-end of 2015 and 21 at year-end of 2014. General and
administrative expenses consist primarily of fees for directors, salaries for management and administrative
employees, accounting and legal fees, expenses related to investor relations and facilities expenses associated
with general and administrative activities and non-cash equity-based compensation expenses. Non-cash equity-
based compensation expenses included in general and administrative expenses for the years 2016, 2015 and 2014
were $2,208,000, $1,454,000and $1,882,000, respectively.
Amortization of Intangible Assets
Our amortization charges were $1.2 million, $1.3 million and $0.6 million for 2016, 2015 and 2014,
respectively. The charges were incurred in connection with the amortization of intangible assets associated with
the acquisition of RivieraWaves in July 2014. As of December 31, 2016, the net amount of intangible assets was
$3.0 million.
Financial Income, net
Financial income, net
of which:
Interest income and gains and losses from marketable
securities, net
Foreign exchange loss
Accretion of Contingent Consideration
2014
2015
2016
(in millions)
$ 0.97
$ 1.07
$ 2.04
$ 1.71
$(0.57)
$(0.17)
$ 1.66
$(0.49)
$(0.10)
$ 2.23
$(0.19)
—
Financial income, net, consists of interest earned on investments, gains and losses from sale of marketable
securities, accretion (amortization) of discount (premium) on marketable securities, foreign exchange movements
and changes in fair value related to Contingent Consideration as part of the acquisition of RivieraWaves.
The increase in interest income and gains and losses from marketable securities, net, for 2016 as compared
to 2015 reflected higher combined cash, bank deposits and marketable securities balances held and higher yields.
The slight decrease in interest income and gains and losses from marketable securities, net, for 2015 as compared
to 2014 reflected lower combined cash, bank deposits and marketable securities balances held, offset by higher
yields.
45
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
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1C
332181 TX 46
PMT
PS
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08-Mar-2017 00:24 EST
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. However, our EURO cash balances
increased significantly beyond our ordinary course EURO business liabilities as a result of the acquisition of
RivieraWaves in July 2014 because we acquired cash balances of RivieraWaves on hand at the time of the
closing of the transaction. This has resulted in an increase in foreign exchange loss during both 2015 and 2014
due to the devaluation of our EURO cash balances as the U.S. dollar strengthened significantly during those
periods as compared to the EURO.
Other Loss
In 2014, we received an initial consideration of 773,563 EURO ($1,032,351) when Antcor Advanced
Network Technologies S.A. (“Antcor”), a company in which we had a minority investment, was acquired. In
2015, we received 98,700 EURO (approximately $111,000), which amount was held by the buyer to secure
Antcor’s indemnification claims. Pursuant to the acquisition agreement, we may receive additional proceeds
from the buyer within five years after closing of the acquisition based on achievement of certain performance and
other milestones by Antcor. During the year ended December 31, 2014, we recorded a capital loss of $0.4 million
from the sale of our investment in Antcor as a result of the acquisition.
Provision for Income Taxes
During the years 2016, 2015 and 2014, we recorded tax expenses of $3.3 million, $1.1 million and $2.9
million, respectively. The increase in provision for income taxes in 2016 as compared to 2015 principally
reflected: (1) higher income before taxes on income; (2) tax expenses relating to an uncertain tax position for
prior years; and (3) a one-time write off of a deferred tax liabilities in 2015 related to the RivieraWaves
acquisition. The decrease in provision for income taxes in 2015 as compared to 2014 principally reflected a one-
time write off of a deferred tax asset in 2014 due to a change in the estimation for taxable income for future years
of our U.S operations, partially offset by: (i) higher income before taxes on income, and (ii) tax benefits in 2014
resulting from the expiration of statute of limitations in a certain foreign tax jurisdiction. We have significant
operations in Israel and operations in France and the Republic of Ireland. A substantial portion of our taxable
income is generated in Israel. 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 33.33% tax rate on its profits.
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 six investment programs were subject to
corporate tax rate of 25% in 2016, and our Israeli subsidiary’s seventh and eighth investment programs were
subject to corporate tax rate of 10% in 2016. However, our Israeli subsidiary received an approval for the erosion
of tax basis with respect to its second, third, fourth, fifth and sixth investment programs, and this resulted in an
increase in the taxable income attributable to the seventh and eighth investment programs, which were subject to
a reduced tax rate of 10% in 2016. The tax benefits under our Israeli subsidiary’s active investment programs are
scheduled to gradually expire starting in 2017.
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.
For more information about our provision for income taxes, see Note 13 to the attached Notes to
Consolidated Financial Statement for the year ended December 31, 2016.
46
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
LIQUIDITY AND CAPITAL RESOURCES
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08-Mar-2017 00:24 EST
As of December 31, 2016, we had approximately $18.4 million in cash and cash equivalents, $46.2 million
in short term bank deposits, $61.9 million in marketable securities, and $30.0 million in long term bank deposits,
totaling $156.5 million, as compared to $139.3 million at December 31, 2015. The increase in 2016 as compared
to 2015 principally reflected cash provided by operating activities and cash proceeds from exercise of stock-
based awards, partially offset by the repurchase of 180,013 shares of common stock.
Out of total cash, cash equivalents, bank deposits and marketable securities of $156.5 million at year end
2016, $121.9 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 U.S. taxes as well as taxes in other countries 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.
During 2016, we invested $85.0 million of cash in bank deposits and marketable securities with maturities
up to 59 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 $66.4 million. During 2015, we invested $83.1 million of
cash in bank deposits and marketable securities with maturities up to 40 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 $75.6 million. During 2014, we invested $89.9 million of cash in bank deposits and marketable
securities with maturities up to 36 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 $102.9 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 consolidated statements of operations. We did
not recognize any other-than-temporarily-impaired charges on marketable securities in 2016, 2015 and 2014. For
more information about our marketable securities, see Notes 1 and 3 to the attached Notes to Consolidated
Financial Statement for the year ended December 31, 2016.
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 in 2016 was $14.5 million and consisted of net income of $13.1
million, adjustments for non-cash items of $10.0 million, and changes in operating assets and liabilities of $8.6
million. Adjustments for non-cash items primarily consisted of $2.6 million of depreciation and amortization of
intangible assets, $6.2 million of equity-based compensation expenses and $1.1 million of amortization of
premiums on available-for-sale marketable securities. The decrease in cash from changes in operating assets and
liabilities primarily consisted of an increase in trade receivables of $11.0 million, an increase in prepaid expenses
and other current assets of $0.6 million, and an increase in deferred tax, net of $0.6 million, partially offset by an
increase in deferred revenues of $3.5 million and an increase in income tax payable of $0.7 million.
Cash provided by operating activities in 2015 was $19.4 million and consisted of net income of $6.3
million, adjustments for non-cash items of $7.8 million, and changes in operating assets and liabilities of $5.3
47
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
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1C
332181 TX 48
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PS
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08-Mar-2017 00:24 EST
million. Adjustments for non-cash items primarily consisted of $2.4 million of depreciation and amortization of
intangible assets, $4.0 million of equity-based compensation expenses, $1.1 million of amortization of premiums
on available-for-sale marketable securities and $0.2 million of unrealized foreign exchange loss. The increase in
cash from changes in operating assets and liabilities primarily consisted of a decrease in trade receivables of $4.3
million, an increase in deferred revenues of $1.1 million and an increase in accrued payroll and related benefits
of $1.7 million, partially offset by an increase in deferred tax assets, net, of $1.2 million and an increase in
accrued interest on bank deposits of $0.3 million.
Cash provided by operating activities in 2014 was $9.1 million and consisted of net loss of $0.8 million,
adjustments for non-cash items of $8.5 million, and changes in operating assets and liabilities of $1.4 million.
Adjustments for non-cash items primarily consisted of $1.4 million of depreciation and amortization of
intangible assets, $5.0 million of equity-based compensation expenses, $1.1 million of amortization of premiums
on available-for-sale marketable securities, $0.6 million of unrealized foreign exchange loss and $0.4 million of
loss on realization of investment in Antcor. The increase in cash from changes in operating assets and liabilities
primarily consisted of a decrease in prepaid expenses and other current assets of $0.8 million, a decrease in
accrued interest on bank deposits of $0.4 million, a decrease in deferred tax assets, net, of $2.5 million, an
increase in deferred revenues of $1.0 million and an increase in accrued payroll and related benefits of $0.8
million, partially offset by an increase in trade receivables of $2.4 million, a decrease in trade payables of $0.7
million and a decrease in income tax payable of $1.1 million.
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 the IIA 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 in 2016 was $21.0 million, as compared to net cash used in investing
activities of $9.6 million in 2015 and net cash used in investing activities of $0.9 million in 2014. We had a cash
outflow of $43.5 million with respect to investments in marketable securities and a cash inflow of $28.8 million
with respect to maturity and sell of marketable securities during 2016. Included in the cash outflow during 2016
was net investment of $3.9 million in bank deposits. We had a cash outflow of $29.8 million with respect to
investments in marketable securities and a cash inflow of $28.1 million with respect to maturity and sell of
marketable securities during 2015. Included in the cash outflow during 2015 was net investment of $5.9 million
in bank deposits. We had a cash outflow of $38.4 million with respect to investments in marketable securities and
a cash inflow of $57.6 million with respect to maturity and sell of marketable securities during 2014 (to some
extent, to finance the $13.5 million cash payment, net of cash acquired, to acquire RivieraWaves in 2014).
Included in the cash outflow during 2014 was net investment of $6.2 million in bank deposits. Capital equipment
purchases of computer hardware and software used in engineering development, furniture and fixtures amounted
to approximately $2.4 million in 2016, $2.2 million in 2015 and $1.4 million in 2014. We had a cash inflow of
$0.1 million and $1.0 million in 2015 and 2014, respectively, from the sale of our investment in Antcor.
Financing Activities
Net cash provided by financing activities in 2016 was $6.2 million, as compared to net cash used in
financing activities of $7.0 million and $15.7 million in 2015 and 2014, respectively.
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 2016, we repurchased 180,013 shares of common stock at an average purchase price
48
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
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1C
332181 TX 49
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PS
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08-Mar-2017 04:47 EST
of $18.98 per share for an aggregate purchase price of $3.4 million. In 2015, we repurchased 508,931 shares of
common stock at an average purchase price of $19.80 per share for an aggregate purchase price of $10.1 million.
In 2014, we repurchased 1,227,148 shares of common stock at an average purchase price of $15.20 per share for
an aggregate purchase price of $18.7 million. As of December 31, 2016, 311,056 shares of common stock
remained authorized for repurchase pursuant to our share repurchase program.
In 2016, 2015 and 2014, we received $9.6 million, $6.7 million and $3.0 million, respectively, from the
exercise of stock-based awards.
In 2015, we paid $3.7 million of the Contingent Consideration in connection with our acquisition of
RivieraWaves.
In 2015, we classified $0.1 million of excess tax benefit from equity-based compensation expenses as
financing cash flows.
We believe that our cash and cash equivalent, short-term bank deposits and marketable securities, along
with cash from operations, will provide sufficient capital to fund our operations for at least the next 12 months.
We cannot provide assurance, however, that the underlying assumed levels of revenues and expenses will prove
to be accurate.
In addition, as part of our business strategy, we occasionally evaluate potential acquisitions of businesses,
products and technologies and minority equity investments. Accordingly, a portion of our available cash may be
used at any time for the acquisition of complementary products or businesses or minority equity investments.
Such potential transactions may require substantial capital resources, which may require us to seek additional
debt or equity financing. We cannot assure you that we will be able to successfully identify suitable acquisition
or investment candidates, complete acquisitions or investments, integrate acquired businesses into our current
operations, or expand into new markets. Furthermore, we cannot provide assurance that additional financing will
be available to us in any required time frame and on commercially reasonable terms, if at all. See “Risk
Factors—We may seek to expand our business in ways that could result in diversion of resources and extra
expenses.” for more detailed information.
Contractual Obligations
The table below presents the principal categories of our contractual obligations as of December 31, 2016:
Operating Lease Obligations—Leasehold properties
Purchase Obligations—design tools
Other purchase Obligations
Total
Payments Due by Period
($ in thousands)
Total
3,112
7,119
2,456
12,687
Less than
1 year
1,295
3,019
2,456
6,770
1-3 years
3-5 years
More than
5 years
1,562
4,100
—
5,662
255
—
—
255
—
—
—
—
Operating leasehold obligations principally relate to our offices in Israel, Ireland, France, China, Japan and
the United States. Purchase obligations relate to license agreements entered into for maintenance of design tools.
Other purchase obligations consist of capital and operating purchase order commitments. Other than set forth in
the table above, we have no long-term debt or capital lease obligations.
At December 31, 2016, our income tax payable, net of withholding tax credits, included $3,784,000 related
to uncertain tax positions. Due to uncertainties in the timing of the completion of tax audits, the timing of the
resolution of these positions is uncertain and we are unable to make a reasonably reliable estimate of the timing
of payments. As a result, this amount is not included in the above table.
49
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
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08-Mar-2017 00:24 EST
In addition, at December 31, 2016, the amount of accrued severance pay was $8,349,000. Severance pay
relates to accrued severance obligations to our Israeli employees as required under Israeli labor laws. These
obligations are payable only upon termination, retirement or death of the respective employee. Of this amount,
$408,000 is unfunded.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, as such term is defined in recently enacted rules by the
Securities and Exchange Commission, that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.
ITEM 7A. 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. However, during the second half of 2014, our EURO cash
balances increased significantly beyond our ordinary course EURO business liabilities as a result of the
acquisition of RivieraWaves. This has resulted in a foreign exchange loss of $0.19 million, $0.49 million and
$0.57 million for 2016, 2015 and 2014, respectively. The foreign exchange losses during 2016, 2015 and 2014
principally reflected a significant devaluation of our EURO cash balances as the U.S. dollar strengthened
significantly as compared to the EURO.
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 2016, 2015 and 2014, we recorded accumulated other comprehensive loss of $3,000,
accumulated other comprehensive gain of $65,000 and accumulated other comprehensive loss of $41,000,
respectively, from our forward and option contracts, net of taxes, with respect to anticipated payroll expenses for
our non-U.S. employees. As of December 31, 2016, the amount of other comprehensive gain from our forward
and option contracts, net of taxes, was $5,000, which will be recorded in the consolidated statements of income
during the following three months. We recognized a net gain of $0.16 million for 2016, a net gain of $0.10
million for 2015 and a net loss of $0.38 million for 2014, 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
50
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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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 December 31,
2016, we believe the losses associated with our investments are temporary and no impairment loss was
recognized in 2016. However, we can provide no assurance that we will recover present declines in the market
value of our investments.
Interest income and gains and losses from marketable securities, net, were $2.23 million in 2016, $1.66
million in 2015 and $1.71 million in 2014. The increase in interest income and gains and losses from marketable
securities, net, for 2016 as compared to 2015 reflected higher combined cash, bank deposits and marketable
securities balances held and higher yields. The slight decrease in interest income and gains and losses from
marketable securities, net, for 2015 as compared to 2014 reflected lower combined cash, bank deposits and
marketable securities balances held, offset by higher yields.
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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Index to Financial Statements and Supplementary Data on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure 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
December 31, 2016.
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.
Management’s Annual Report on Internal Control Over Financial Reporting.
CEVA, Inc.’s management is responsible for establishing and maintaining adequate internal control over the
company’s financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of
1934. CEVA, Inc.’s internal control over financial reporting is designed to provide reasonable assurance
51
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. There are inherent limitations in the effectiveness of
any internal control, including the possibility of human error and the circumvention or overriding of controls.
Accordingly, even effective internal controls can provide only reasonable assurances with respect to financial
statement preparation. Further because of changes in conditions, the effectiveness of internal controls may vary
over time such that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of CEVA, Inc.’s internal control over financial reporting as of
December 31, 2016. In making this assessment, management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 Framework) (COSO) in Internal Control-
Integrated Framework. Based on its assessment using those criteria, management believes that CEVA, Inc.’s
internal control over financial reporting was effective as of December 31, 2016.
CEVA, Inc.’s independent registered public accountants audited the financial statements included in this
Annual Report on Form 10-K and have issued a report concurring with management’s assessment of the
company’s internal control over financial reporting, which appears in Item 8 of this Annual Report.
ITEM 9B. OTHER INFORMATION
None.
52
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PR3-1252
12.1.14
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information regarding our directors required by this item is incorporated herein by reference to the 2017
Proxy Statement. Information regarding the members of the Audit Committee, our code of business conduct and
ethics, the identification of the Audit Committee Financial Expert, stockholder nominations of directors and
compliance with Section 16(a) of the Securities Exchange Act of 1934 is also incorporated herein by reference to
the 2017 Proxy Statement.
The information regarding our executive officers required by this item is contained in Part I of this annual
report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the 2017 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCK HOLDER MATTERS
The information required by this item is incorporated herein by reference to the 2017 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is incorporated herein by reference to the 2017 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to the 2017 Proxy Statement.
53
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
12.1.14
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of or are included in this Annual Report on Form 10-K:
1. Financial Statements:
• Consolidated Balance Sheets as of December 31, 2016 and 2015.
• Consolidated Statements of Income for the Years Ended December 31, 2016, 2015 and 2014.
• Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2016,
2015 and 2014.
•
Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2016, 2015 and
2014.
• Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014.
• Notes to the Consolidated Financial Statements.
2. Financial Statement Schedules:
•
Schedule II: Valuation and Qualifying Accounts.
Other financial statement schedules have been omitted since they are either not required or the information
is otherwise included.
3. Exhibits:
The exhibits filed as part of this Annual Report on Form 10-K are listed on the exhibit index immediately
preceding such exhibits, which exhibit index is incorporated herein by reference. Some of these documents have
previously been filed as exhibits with the Securities and Exchange Commission and are being incorporated herein
by reference to such earlier filings. CEVA’s file number under the Securities Exchange Act of 1934 is
000-49842.
54
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2016
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income (Loss)
Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
F-2
F-4
F-5
F-6
F-7
F-8
F-10
F-1
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-1421
12.1.14
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CEVA, INC.
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08-Mar-2017 02:30 EST
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of CEVA, Inc.
We have audited the accompanying consolidated balance sheets of CEVA, Inc. as of December 31, 2015 and
2016, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash
flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial
statement schedule listed in the Index at item 15(a) 2. These financial statements and schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of CEVA, Inc. at December 31, 2015 and 2016, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S.
generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), CEVA, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) and our report dated March 10, 2017 expressed an unqualified
opinion thereon.
/s/ KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
Tel Aviv, Israel
March 10, 2017
F-2
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
12.1.14
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08-Mar-2017 03:29 EST
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of CEVA, Inc.
We have audited CEVA, Inc.`s internal control over financial reporting as of December 31, 2016, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). CEVA, Inc.`s management
is responsible for maintaining effectiveness of internal control over financial reporting, and for its assessment of
the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, CEVA Inc. maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of CEVA, Inc. as of December 31, 2015 and 2016 and the related
consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the
three years in the period ended December 31, 2016 of CEVA, Inc. and our report dated March 10, 2017
expressed an unqualified opinion thereon.
/s/ KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
Tel Aviv, Israel
March 10, 2017
F-3
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
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CEVA, INC.
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands, except share and per share data)
ASSETS
Current assets:
Cash and cash equivalents
Short-term bank deposits
Marketable securities (Note 3)
Trade receivables (net of allowance for doubtful accounts of $0 and $25 at
December 31, 2016 and December 31, 2015, respectively)
Prepaid expenses and other current assets
Total current assets
Long-term assets:
Bank deposits
Severance pay fund
Deferred tax assets (Note 13)
Property and equipment, net (Note 5)
Goodwill
Intangible assets, net (Note 6)
Investments in other company
Other long-term assets
Total long-term assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables
Deferred revenues
Accrued expenses and other payables (Note 7)
Accrued payroll and related benefits
Total current liabilities
Long-term liabilities:
Accrued severance pay
Total long-term liabilities
Stockholders’ equity (Note 8):
Preferred stock:
December 31,
2015
2016
$ 18,909
30,767
48,266
$ 18,401
46,247
61,868
4,068
4,017
106,027
15,044
3,152
144,712
41,334
7,297
1,628
3,731
46,612
4,214
1,806
—
106,622
$212,649
29,977
7,941
2,252
4,805
46,612
2,978
1,806
1,412
97,783
$242,495
$
693
2,763
3,633
11,894
18,983
$
571
6,258
4,015
11,751
22,595
7,571
7,571
8,349
8,349
$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
December 31, 2015 and 2016; 20,529,933 and 21,273,500 shares outstanding
at December 31, 2015 and 2016, respectively
Additional paid in-capital
Treasury stock at cost (3,065,227 and 2,321,660 shares of common stock at
December 31, 2015 and 2016, respectively)
Accumulated other comprehensive loss (Note 10)
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
21
208,744
21
212,103
(51,798)
(419)
29,547
186,095
$212,649
(39,507)
(497)
39,431
211,551
$242,495
The accompanying notes are an integral part of the consolidated financial statements.
F-4
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
12.1.14
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CEVA, INC.
CONSOLIDATED STATEMENTS OF INCOME
(U.S. dollars in thousands, except per share data)
Revenues:
Licensing and related revenue
Royalties
Total revenues
Cost of revenues
Gross profit
Operating expenses:
Research and development, net
Sales and marketing
General and administrative
Amortization of intangible assets (Note 6)
Total operating expenses
Operating income
Financial income, net (Note 12)
Other loss (Note 1)
Income before taxes on income
Income taxes (Note 13)
Net income (loss)
Basic net income (loss) per share
Diluted net income (loss) per share
Weighted average shares used to compute net income (loss) per share (in
thousands):
Basic
Diluted
Year Ended December 31,
2014
2015
2016
$28,348
22,460
$32,135
27,364
$31,874
40,779
50,808
59,499
72,653
5,000
5,424
6,086
45,808
54,075
66,567
25,828
9,815
8,054
649
28,113
10,168
8,184
1,298
30,838
11,540
8,567
1,236
44,346
47,763
52,181
1,462
975
(404)
2,033
2,852
6,312
1,069
—
7,381
1,114
14,386
2,039
—
16,425
3,325
$ (819) $ 6,267
$13,100
$ (0.04) $
0.31
$ (0.04) $
0.30
$
$
0.63
0.61
20,622
20,480
20,850
20,622
20,989
21,565
The accompanying notes are an integral part of the consolidated financial statements.
F-5
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
12.1.14
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(U.S. dollars in thousands)
Net income (loss):
Other comprehensive loss before tax:
Available-for-sale securities:
Changes in unrealized losses
Reclassification adjustments for (gains) losses included in net income
Net change
Cash flow hedges:
Changes in unrealized gains (losses)
Reclassification adjustments for (gains) losses included in net income
Net change
Other comprehensive loss before tax
Income tax benefit related to components of other comprehensive loss
Other comprehensive income (loss), net of taxes
Comprehensive income (loss)
The accompanying notes are an integral part of the consolidated financial statements.
Year Ended December 31,
2014
2015
2016
$ (819) $6,267
$13,100
(324)
(6)
(330)
(430)
382
(48)
(378)
(23)
(355)
(151)
78
(73)
177
(104)
73
—
(17)
17
(95)
9
(86)
158
(161)
(3)
(89)
(11)
(78)
$(1,174) $6,284
$13,022
F-6
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-1562
12.1.14
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CEVA, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(U.S. dollars in thousands, except share data)
Common Stock
Number of
shares
outstanding Amount
Additional
paid-in
capital
Treasury
stock
Accumulated
other
comprehensive
income (loss)
21,181,730
—
—
—
$ 21
—
—
—
$204,415 $(41,005)
—
—
5,011
—
—
—
(1,227,148)
(1)
— (18,656)
$ (81)
—
(355)
—
—
Retained
earnings
$27,545
(819)
—
—
—
Total
stockholders’
equity
$190,895
(819)
(355)
5,011
(18,657)
297,908 — (*)
—
4,953
—
(1,979)
2,974
Balance as of January 1, 2014
Net loss
Other comprehensive loss
Equity-based compensation
Purchase of Treasury stock
Issuance of Treasury stock upon
exercise of stock-based
awards
Balance as of December 31,
2014
20,252,490
$ 20
$209,426 $(54,708)
$(436)
$24,747
$179,049
Net income
Other comprehensive income
Equity-based compensation
Tax benefit related to exercise
of stock-based awards
Purchase of Treasury stock
Issuance of Treasury stock upon
exercise of stock-based
awards
Balance as of December 31,
—
—
—
—
—
—
—
—
4,015
—
—
—
—
—
(508,931) —
112
— (10,078)
—
786,374
1
(4,809)
12,988
—
17
—
—
—
—
6,267
—
—
6,267
17
4,015
—
—
112
(10,078)
(1,467)
6,713
2015
20,529,933
$ 21
$208,744 $(51,798)
$(419)
$29,547
$186,095
Net income
Other comprehensive loss
Equity-based compensation
Purchase of Treasury stock
Issuance of Treasury stock upon
exercise of stock-based
awards
Balance as of December 31,
—
—
—
—
—
—
(180,013)
(1)
—
—
6,236
—
—
—
—
(3,416)
—
(78)
—
—
13,100
—
—
—
13,100
(78)
6,236
(3,417)
923,580
1
(2,877)
15,707
—
(3,216)
9,615
2016
21,273,500
$ 21
$212,103 $(39,507)
$(497)
$39,431
$211,551
Accumulated unrealized loss from available-for-sale securities,
net of taxes of $77
Accumulated unrealized gain from hedging activities, net of
taxes of $1
Accumulated other comprehensive loss, net as of December 31,
2016
(*) Represent an amount lower than $1.
$(502)
$
5
$(497)
The accompanying notes are an integral part of the consolidated financial statements.
F-7
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
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CEVA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
Cash flows from operating activities:
Net income (loss)
Adjustments required to reconcile net income (loss) to net cash provided by
$
(819) $ 6,267 $ 13,100
Year ended December 31,
2014
2015
2016
operating activities:
Depreciation
Amortization of intangible assets
Equity-based compensation
Realized (gain) loss, net on sale of available-for-sale marketable
securities
Amortization of premiums on available-for-sale marketable securities
Unrealized foreign exchange loss, net
Loss on realization of investment in other company
Changes in operating assets and liabilities:
Trade receivables
Prepaid expenses and other current assets
Accrued interest on bank deposits
Deferred tax, net
Trade payables
Deferred revenues
Accrued expenses and other payables
Accretion of contingent consideration
Accrued payroll and related benefits
Income taxes payable
Excess tax benefit from equity-based compensation
Accrued severance pay, net
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of subsidiary, net of cash acquired (Note 2)
Purchase of property and equipment
Investment in bank deposits
Proceeds from bank deposits
Investment in available-for-sale marketable securities
Proceeds from maturity of available-for-sale marketable securities
Proceeds from sale of available-for-sale marketable securities
Proceeds from realization of investment in other company
Net cash used in investing activities
Cash flows from financing activities:
Payment of contingent consideration (Note 2)
Purchase of Treasury Stock
Proceeds from exercise of stock-based awards
Excess tax benefit from equity-based compensation
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
752
649
5,011
(6)
1,121
604
404
(2,381)
819
351
2,531
(655)
950
(188)
169
800
(1,057)
—
54
9,109
1,058
1,298
4,015
78
1,111
237
—
4,279
(136)
(318)
(1,213)
(161)
1,082
(158)
97
1,679
93
(112)
184
19,380
(13,489)
(1,416)
(51,511)
45,306
(38,413)
2,033
55,566
1,032
(892)
—
(2,184)
(53,328)
47,451
(29,800)
4,392
23,713
111
(9,645)
1,399
1,236
6,236
9
1,064
75
—
(10,966)
(622)
(195)
(613)
(190)
3,495
(277)
—
(94)
668
—
134
14,459
—
(2,387)
(41,476)
37,594
(43,537)
8,022
20,754
—
(21,030)
—
(18,657)
2,974
—
(15,683)
(485)
(7,951)
24,117
—
(3,700)
(3,417)
(10,078)
9,615
6,713
—
112
6,198
(6,953)
(135)
(39)
(508)
2,743
18,909
16,166
$ 16,166 $ 18,909 $ 18,401
The accompanying notes are an integral part of the consolidated financial statements.
F-8
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#QTT#FM[Š
7*
1C
332181 FIN 9
PMT
PS
200FVB!ee#QTT#FM[
CLN
08-Mar-2017 01:42 EST
CEVA, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)
(U.S. dollars in thousands)
Supplemental information of cash-flows activities:
Cash paid during the year for:
Income and withholding taxes, net of refunds
Year ended December 31,
2014
2015
2016
$1,276
$2,185
$3,287
Property and equipment purchases incurred but unpaid at period end
$ — $ — $
86
The accompanying notes are an integral part of the consolidated financial statements.
F-9
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#P0!Jht/Š
6*
1C
332181 FIN 10
PMT
200FVB!ee#P0!Jht/
PS
CLN
08-Mar-2017 00:57 EST
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share data)
NOTE 1: ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
CEVA, Inc. (“CEVA” or the “Company”) was incorporated in Delaware on November 22, 1999. The
Company was formed through the combination of Parthus Technologies plc (“Parthus”) and the digital signal
processor (DSP) cores licensing business and operations of DSP Group, Inc. in November 2002. The Company
had no business or operations prior to the combination.
CEVA licenses a family of signal processing IPs, including programmable DSP cores and application-
specific platforms for vision, advanced imaging, computer vision and deep learning for many camera-enabled
devices, sound, voice and audio, as well as long and short range wireless technologies for LTE/LTE-A/5G
baseband processing in handsets and infrastructure, short range wireless for Wi-Fi, Bluetooth IPs , and wired
interface for storage, Serial ATA (SATA) and Serial Attached SCSI (SAS).
CEVA’s technologies are licensed to leading semiconductor and original equipment manufacturer (OEM)
companies in the form of intellectual property (IP). 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.
Basis of presentation:
The consolidated financial statements have been prepared according to U.S Generally Accepted Accounting
Principles (“U.S. GAAP”).
Use of estimates:
The preparation of the 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 financial statements, and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Financial statements in U.S. dollars:
A majority of the revenues of the Company and its subsidiaries is generated in U.S. dollars (“dollars”). In
addition, a portion of the Company and its subsidiaries’ costs are incurred in dollars. The Company’s
management has determined that the dollar is the primary currency of the economic environment in which the
Company and its subsidiaries principally operate. Thus, the functional and reporting currency of the Company
and its subsidiaries is the dollar.
Accordingly, monetary accounts maintained in currencies other than the dollar are remeasured into dollars
in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) No. 830, “Foreign Currency Matters.” All transaction gains and losses from remeasurement of monetary
balance sheet items are reflected in the consolidated statements of income as financial income or expenses, as
appropriate, which is included in “financial income, net.” The foreign exchange losses arose principally on the
EURO and the NIS monetary balance sheet items as a result of the currency fluctuations of the EURO and the
NIS against the dollar.
F-10
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#SVL54MvŠ
8*
1C
332181 FIN 11
PMT
200FVB!ee#SVL54Mv
PS
CLN
08-Mar-2017 02:43 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
Principles of consolidation:
The consolidated financial statements incorporate the financial statements of the Company and all of its
subsidiaries. All significant inter-company balances and transactions have been eliminated on consolidation.
Cash equivalents:
Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original
maturities of three months or less from the date acquired.
Short-term bank deposits:
Short-term bank deposits are deposits with maturities of more than three months but less than one year from
the balance sheet date. The deposits are presented at their cost, including accrued interest. The deposits bear
interest annually at an average rate of 1.58%, 1.51% and 1.76% during 2014, 2015 and 2016, respectively.
Marketable securities:
Marketable securities consist mainly of corporate bonds. The Company determines the appropriate
classification of marketable securities at the time of purchase and re-evaluates such designation at each balance
sheet date. In accordance with FASB ASC No. 320 “Investments- Debt and Equity Securities,” the Company
classifies marketable securities as available-for-sale. Available-for-sale 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 marketable securities, as determined on a
specific identification basis, are included in financial income, net. The amortized cost of marketable securities is
adjusted for amortization of premium and accretion of discount to maturity, both of which, together with interest,
are included in financial income, net. The Company has classified all marketable securities as short-term, even
though the stated maturity date may be one year or more beyond the current balance sheet date, because it is
probable that the Company will sell these securities prior to maturity to meet liquidity needs or as part of risk
versus reward objectives.
The Company recognizes an impairment charge when a decline in the fair value of its investments in debt
securities below the cost basis of such securities is judged to be other-than-temporary. Factors considered in
making such a determination include the duration and severity of the impairment, the reason for the decline in
value and the potential recovery period. For securities that are deemed other-than-temporarily impaired
(“OTTI”), the amount of impairment is recognized in the statement of income and is limited to the amount
related to credit losses, while impairment related to other factors is recognized in other comprehensive income
(loss). The Company did not recognize OTTI on its marketable securities in 2014, 2015 and 2016.
Long-term bank deposits:
Long-term bank deposits are deposits with maturities of more than one year as of the balance sheet date. The
deposits presented at their cost, including accrued interest. The deposits bear interest annually at an average rate
of 1.74%, 1.82% and 1.97% during 2014, 2015 and 2016, respectively.
F-11
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#SY%fsM*Š
7*
1C
332181 FIN 12
PMT
200FVB!ee#SY%fsM*
PS
CLN
08-Mar-2017 02:43 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
Property and equipment, net:
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using
the straight-line method over the estimated useful lives of the assets, at the following annual rates:
Computers, software and equipment
Office furniture and equipment
Leasehold improvements
%
10-33
7-33
10-25
(the shorter of the expected
lease term or useful
economic life)
The Company’s long-lived assets are reviewed for impairment in accordance with FASB ASC
No. 360-10-35, “Impairment or Disposal of Long-Lived Assets,” whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of the carrying amount of an
asset to be held and used is measured by a comparison of its carrying amount to the future undiscounted cash
flows expected to be generated by such asset. If such asset is considered to be impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of such asset exceeds its fair value. In
determining the fair value of long-lived assets for purposes of measuring impairment, the Company’s
assumptions include those that market participants would consider in valuations of similar assets.
An asset to be disposed is reported at the lower of its carrying amount or fair value less selling costs. No
impairment was recorded in 2014, 2015 and 2016.
Goodwill:
Goodwill is carried at cost and is not amortized but rather is tested for impairment at least annually or
between annual tests in certain circumstances. The Company conducts its annual test of impairment for goodwill
on October 1st of each year.
The Company operates in one operating segment and this segment comprises the only reporting unit.
There is a two-phase process for impairment testing of goodwill. The first phase screens for potential
impairment, while the second phase (if necessary) measures impairment. Goodwill impairment is deemed to exist
if the net book value of a reporting unit exceeds its estimated fair value. In such case, the second phase is then
performed, and the Company measures impairment by comparing the carrying amount of the reporting unit’s
goodwill to the implied fair value of that goodwill. An impairment loss is recognized in an amount equal to the
excess. For each of the three years in the period ended December 31, 2016, no impairment of goodwill has been
identified.
Intangible assets, net:
Acquired intangible assets with definite lives are amortized over their estimated useful lives. The Company
amortizes intangible assets on a straight-line basis with definite lives over periods ranging from one and a half to
five and a half years.
F-12
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#P0%vftCŠ
5*
1C
332181 FIN 13
PMT
200FVB!ee#P0%vftC
PS
CLN
08-Mar-2017 00:57 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
Intangible assets with definite lives are reviewed for impairment whenever events or changes in
circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is
measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to
generate. If such assets are considered to be impaired, the impairment to be recognized equals the amount by
which the carrying value of the assets exceeds its fair market value. The Company did not record any
impairments during the years ended December 31, 2014, 2015 and 2016.
Investments in other company:
The Company’s investment in one private company, in which it holds minority equity interests, is presented
at cost because the Company does not have significant influence over the underlying investee. The investment is
reviewed periodically to determine if its value has been impaired and adjustments are recorded as necessary.
During the years ended December 31, 2014, 2015 and 2016, no impairment loss was identified.
During 2014 and 2015, the Company received consideration of 774 EURO (approximately $1,032) and 99
EURO (approximately $111), respectively, when one of its private companies, Antcor Advanced Network
Technologies S.A. (“Antcor”), a company in which the Company had a minority investment, was acquired.
Pursuant to the acquisition agreement, the Company may receive additional proceeds from the buyer within five
years after closing of the acquisition based on achievement of certain performance and other milestones by
Antcor. During the year ended December 31, 2014, the Company recorded a loss of $404 from the sale of its
investment in Antcor.
Revenue recognition:
The Company generates its revenues from (1) licensing intellectual property, which in certain circumstances
is modified for customer-specific requirements, (2) royalty revenues, and (3) other revenues, which include
revenues from support, training and sale of development systems.
The Company accounts for its IP license revenues and related services in accordance with FASB ASC
No. 985-605, “Software Revenue Recognition.” Revenues are recognized when persuasive evidence of an
arrangement exists and no further obligation exists, delivery has occurred, the license fee is fixed or
determinable, and collection is reasonably assured. A license may be perpetual or time limited in its application.
Revenue earned on licensing arrangements involving multiple elements are allocated to each element based on
the “residual method” when vendor specific objective evidence (“VSOE”) of fair value exists for all undelivered
elements and VSOE does not exist for one of the delivered elements. VSOE of fair value of the undelivered
elements is determined based on the substantive renewal rate as stated in the agreement.
Extended payment terms in a licensing arrangement may indicate that the license fees are not deemed to be
fixed or determinable. If the fee is not fixed or determinable, revenue is recognized as payments become due
from the customer unless collection is not considered reasonably assured, then revenue is recognized as payments
are collected from the customer, provided all other revenue recognition criteria have been met.
Revenues from license fees that involve significant customization of the Company’s IP to customer-specific
specifications are recognized in accordance with the principles set out in FASB ASC No. 605-35-25,
“Construction-Type and Production-Type Contracts Recognition ,” using contract accounting on a percentage of
completion method. The amount of revenue recognized is based on the total license fees under the agreement and
the percentage of completion achieved. The percentage of completion is measured by the actual time incurred to
F-13
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#P12KNMhŠ
5*
1C
332181 FIN 14
PMT
200FVB!ee#P12KNMh
PS
CLN
08-Mar-2017 00:57 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
date on the project compared to the total estimated project requirements, which corresponds to the costs related to
earned revenues. Provisions for estimated losses on uncompleted contracts are made during the period in which
such losses are first determined, in the amount of the estimated loss on the entire contract.
Revenues that are derived from the sale of a licensee’s products that incorporate the Company’s IP are
classified as royalty revenues. Royalty revenues are recognized during the quarter in which the Company
receives a report from the licensee detailing the shipment of products that incorporate the Company’s IP, which
receipt is in the quarter following the licensee’s sale of such products to its customers. Royalties are calculated
either as a percentage of the revenues received by the Company’s licensees on sales of products incorporating the
Company’s IP or on a per unit basis, as specified in the agreements with the licensees. Non-refundable payments
on account of prepaid units (prepaid royalties) are included within the Company’s licensing and related revenue
line on the consolidated statements of operations.
In addition to license fees, contracts with customers generally contain an agreement to provide for post
contract support and training, which consists of telephone or e-mail support, correction of errors (bug fixing) and
unspecified updates and upgrades. Fees for post contract support, which takes place after delivery to the
customer, are specified in the contract and are generally mandatory for the first year. After the mandatory period,
the customer may extend the support agreement on similar terms on an annual basis. The Company recognizes
revenue for post contract support on a straight-line basis over the period for which technical support is
contractually agreed to be provided to the licensee, typically 12 months. Revenues from training are recognized
as the training is performed.
Revenues from the sale of development systems are recognized when title to the product passes to the
customer and all other revenue recognition criteria have been met.
The Company usually does not provide rights of return. When rights of return are included in the license
agreements, revenue is deferred until rights of return expire.
Deferred revenues include unearned amounts received under license agreements, unearned technical support
and amounts paid by customers not yet recognized as revenues.
Cost of revenue:
Cost of revenue includes the costs of products, services and royalty expense payments to the Israeli
Innovation Authority of the Ministry of Economy and Industry in Israel (previously known as Office of the Chief
Scientist of Israel) “the Israeli Innovation Authority”) (refer to Note 15c for further details). Cost of product
revenue includes materials and the portion of development costs associated with product development
arrangements. Cost of service revenue includes salary and related costs for personnel engaged in services,
training and customer support, and travel, telephone and other support costs.
Income taxes:
The Company recognizes income taxes under the liability method. It recognizes deferred income tax assets
and liabilities for the expected future consequences of temporary differences between the financial reporting and
tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates that are
expected to apply to taxable income for the years in which differences are expected to reverse. The effect of a
change in tax rates on deferred income taxes is recognized in the statements of income during the period that
includes the enactment date.
F-14
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#P13Vdt\Š
5*
1C
332181 FIN 15
PMT
200FVB!ee#P13Vdt\
PS
CLN
08-Mar-2017 00:57 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
Valuation allowance is recorded to reduce the deferred tax assets to the net amount that the Company
believes is more likely than not to be realized. The Company considers all available evidence, both positive and
negative, including historical levels of income, expectations and risks associated with estimates of future taxable
income and ongoing tax planning strategies, in assessing the need for a valuation allowance.
The Company accounts for uncertain tax positions in accordance with ASC 740. ASC 740-10 contains a
two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax
position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates
that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on
audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax
benefit as the largest amount that is more than 50% (cumulative probability) likely to be realized upon ultimate
settlement. The Company accrues interest and penalties related to unrecognized tax benefits under taxes on
income.
Research and development:
Research and development costs are charged to the consolidated statements of income as incurred.
Government grants and tax credits:
Government grants received by the Company relating to categories of operating expenditures are credited to
the consolidated statements of income during the period in which the expenditure to which they relate is charged.
Royalty and non-royalty-bearing grants from the Israeli Innovation Authority for funding certain approved
research and development projects are recognized at the time when the Company is entitled to such grants, on the
basis of the related costs incurred, and included as a deduction from research and development expenses.
The Company recorded grants in the amounts of $4,586, $4,997 and $6,410 for the years ended
December 31, 2014, 2015 and 2016, respectively. The Company’s Israeli subsidiary is obligated to pay royalties
amounting to 3%-3.5% of the sales of certain products the development of which received grants from the Israeli
Innovation Authority in previous years. The obligation to pay these royalties is contingent on actual sales of the
products. Grants received from the Israeli Innovation Authority may become repayable if certain criteria under
the grants are not met.
The French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”), is a French tax incentive to stimulate
research and development (“R&D”) which is relevant for the Company’s French subsidiaries (RivieraWaves and
CEVA France). Generally, the CIR offsets the income tax to be paid and the remaining portion (if any) can be
refunded. The CIR is calculated based on the claimed volume of eligible R&D expenditures by the Company. As
a result, the CIR is presented as a deduction to “Research and development expenses” in the consolidated
statements of operations. During the year ended December 31, 2014, 2015 and 2016, the Company recorded CIR
in the amount of $675, $1,414 and $1,485 respectively.
Employee benefit plan:
Certain of the Company’s employees are eligible to participate in a defined contribution pension plan (the
“Plan”). Participants in the Plan may elect to defer a portion of their pre-tax earnings into the Plan, which is run
by an independent party. The Company makes pension contributions at rates varying up to 10% of the
participant’s pensionable salary. Contributions to the Plan are recorded as an expense in the consolidated
statements of operations.
F-15
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#P14dtM{Š
5*
1C
332181 FIN 16
PMT
200FVB!ee#P14dtM{
PS
CLN
08-Mar-2017 00:57 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
The Company’s U.S. operations maintain a retirement plan (the “U.S. Plan”) that qualifies as a deferred
salary arrangement under Section 401(k) of the Internal Revenue Code. Participants in the U.S. Plan may elect to
defer a portion of their pre-tax earnings, up to the Internal Revenue Service annual contribution limit. The
Company matches 100% of each participant’s contributions up to a maximum of 6% of the participant’s base
pay. Each participant may contribute up to 15% of base remuneration. Contributions to the U.S. Plan are
recorded during the year contributed as an expense in the consolidated statements of operations.
Total contributions for the years ended December 31, 2014, 2015 and 2016 were $561, $733 and $1,020,
respectively.
Accrued severance pay:
The liability of CEVA’s Israeli subsidiary for severance pay is calculated pursuant to Israeli severance pay
law for all Israeli employees, based on the most recent salary of each employee multiplied by the number of
years of employment for that employee as of the balance sheet date. The Israeli subsidiary’s liability is fully
provided for by monthly deposits with severance pay funds, insurance policies and an accrual.
The deposited funds include profits and losses accumulated up to the balance sheet date. The deposited
funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israeli severance pay law or labor
agreements. The value of these policies is recorded as an asset on the Company’s consolidated balance sheets.
Severance pay expenses, net of related income, for the years ended December 31, 2014, 2015 and 2016,
were $1,113, $1,285 and $1,348, respectively.
Equity-based compensation:
The Company accounts for equity-based compensation in accordance with FASB ASC No. 718, “Stock
Compensation” which requires the recognition of compensation expenses based on estimated fair values for all
equity-based awards made to employees and non-employee directors.
The Company estimates the fair value of options and stock appreciation right (“SAR”) awards on the date of
grant using an option-pricing model. The value of the portion of an award that is ultimately expected to vest is
recognized as an expense over the requisite service period in the Company’s consolidated statements of income.
The Company recognizes compensation expenses for the value of its options and SARs, which have graded
vesting based on the accelerated attribution method over the requisite service period of each of the awards, net of
estimated forfeitures. Estimated forfeitures are based on actual historical pre-vesting forfeitures and the rate is
adjusted to reflect changes in facts and circumstances, if any. Estimated forfeiture rate will be revised if actual
forfeitures differ from the initial estimates.
The Company recognizes compensation expenses for the value of its restricted stock unit (“RSU”) awards,
based on the straight-line method over the requisite service period of each of the awards, net of estimated
forfeitures. 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 uses the Monte-Carlo simulation model for options and SARs granted. The Monte-Carlo
simulation model uses the assumptions noted below. Expected volatility was calculated based upon actual
historical stock price movements over the most recent periods ending on the grant date, equal to the expected
F-16
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#Sa2DitcŠ
9*
1C
332181 FIN 17
PMT
200FVB!ee#Sa2Ditc
PS
CLN
08-Mar-2017 02:44 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
option and SAR term. The Company has historically not paid dividends and has no foreseeable plans to pay
dividends. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an
equivalent term. The Monte-Carlo model also considers the suboptimal exercise multiple which is based on the
average exercise behavior of the Company’s employees over the past years, the contractual term of the options
and SARs, and the probability of termination or retirement of the holder of the options and SARs in computing
the value of the options and SARs.
The fair value for the Company’s stock options and SARs (other than share issuances in connection with the
employee stock purchase plan, as detailed below) granted to employees and non-employees directors was
estimated using the following assumptions:
2014
2015
2016 (*
Expected dividend yield
Expected volatility
Risk-free interest rate
Expected forfeiture (employees)
Expected forfeiture (executives)
Contractual term of up to
Suboptimal exercise multiple (employees)
Suboptimal exercise multiple (executives)
0%
0%
0%
33%-52%
38%-49%
33%-49%
0.1%-2.5% 0.2%-2.4% 0.5%-2.4%
10%
5%
10 years
2.1
2.4
—
5%
10 years
—
2.4
10%
5%
10 years
2.1
2.4
(* During 2016, the Company did not grant stock options nor SARs to its employees.
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:
2014
2015
2016
Expected dividend yield
Expected volatility
Risk-free interest rate
Expected forfeiture
Contractual term of up to
0%
0%
0%
29%-52%
29%-57%
35%-36%
0.1%-0.2% 0.1%-0.3% 0.3%-0.5%
0%
24 months
0%
24 months
0%
24 months
During the years ended December 31, 2014, 2015 and 2016, the Company recognized equity-based
compensation expense related to stock options, SARs, RSUs and employee stock purchase plan as follows:
Cost of revenue
Research and development, net
Sales and marketing
General and administrative
Total equity-based compensation expense
Year ended December 31,
2014
2015
2016
$ 193
2,027
909
1,882
$ 155
1,838
568
1,454
$ 246
2,860
922
2,208
$5,011
$4,015
$6,236
As of December 31, 2016, there was $1,724 of unrecognized compensation expense related to unvested
stock options, SARs and employee stock purchase plan . This amount is expected to be recognized over a
weighted-average period of 1.4 years. As of December 31, 2016, there was $7,559 of unrecognized compensation
F-17
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#P7G&#MnŠ
7*
1C
332181 FIN 18
PMT
200FVB!ee#P7G&#Mn
PS
CLN
08-Mar-2017 01:02 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
expense related to unvested RSUs. This amount is expected to be recognized over a weighted-average period of
1.5 years. To the extent the actual forfeiture rate is different from what the Company has estimated, equity-based
compensation related to these awards will be different from the Company’s expectations.
FASB ASC No. 718 requires the cash flows resulting from the tax deductions in excess of the equity-based
compensation costs recognized for those equity-based awards to be classified as financing cash flows. During the
years ended December 31, 2014, 2015 and 2016, the Company classified $0, $112 and $0, respectively, of excess
tax benefit from equity-based compensation as financing cash flows.
Fair value of financial instruments:
The carrying amount of cash, cash equivalents, short term bank deposits, trade receivables, other accounts
receivable, trade payables and other accounts payable approximates fair value due to the short-term maturities of
these instruments. Marketable securities and derivative instruments are carried at fair value. See Note 4 for more
information.
Comprehensive income (loss):
The Company accounts for comprehensive income (loss) in accordance with FASB ASC No. 220,
“Comprehensive Income.” This statement establishes standards for the reporting and display of comprehensive
income (loss) and its components in a full set of general purpose financial statements. Comprehensive income
(loss) generally represents all changes in stockholders’ equity during the period except those resulting from
investments by, or distributions to, stockholders. The Company determined that its items of other comprehensive
income (loss) relate to unrealized gains and losses, net of tax, on hedging derivative instruments and marketable
securities.
Concentration of credit risk:
Financial instruments that potentially subject the Company to concentrations of credit risk consist
principally of cash, cash equivalents, bank deposits, marketable securities, foreign exchange contracts and trade
receivables. The Company invests its surplus cash in cash deposits and marketable securities in financial
institutions and has established guidelines relating to diversification and maturities to maintain safety and
liquidity of the investments.
The majority of the Company’s 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 on demand 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 the
Company monitors 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 the Company deposit its funds fails or is subject to other adverse conditions in the financial or credit
markets. To date the Company has experienced no loss of principal or lack of access to its invested cash or cash
equivalents; however, the Company can provide no assurance that access to its invested cash and cash
equivalents will not be affected if the financial institutions in which the Company holds its cash and cash
equivalents fail. Furthermore, the Company holds an investment portfolio consisting principally of corporate
bonds. The Company has the ability to hold such investments until recovery of temporary declines in market
F-18
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#P7No9tuŠ
7*
1C
332181 FIN 19
PMT
200FVB!ee#P7No9tu
PS
CLN
08-Mar-2017 01:02 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
value or maturity; accordingly, as of December 31, 2016, the Company believes the losses associated with its
investments are temporary and no impairment loss was recognized during 2016. However, the Company can
provide no assurance that it will recover declines in the market value of its investments.
The Company is 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.
The Company is exposed to financial market risks, including changes in interest rates. The Company
typically does not attempt to reduce or eliminate its market exposures on its investment securities because the
majority of its investments are short-term.
The Company’s trade receivables are geographically diverse, mainly in the United States, Europe and Asia
Pacific. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit
evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its
customers and to date has not experienced any material losses. The Company makes judgments on its ability to
collect outstanding receivables and provides allowances for the portion of receivables for which collection
becomes doubtful. Provisions are made based upon a specific review of all significant outstanding receivables. In
determining the provision, the Company considers the expected collectability of receivables. Allowance for
doubtful accounts amounted to $25 and $0 as of December 31, 2015 and 2016, respectively.
The Company has no off-balance-sheet concentration of credit risk.
Derivative and hedging activities:
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.
For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to
variability in expected future cash flows that is attributable to a particular risk), the effective portion of the gain
F-19
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#SblxPMOŠ
9*
1C
332181 FIN 20
PMT
200FVB!ee#SblxPMO
PS
CLN
08-Mar-2017 02:44 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
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. Any
gain or loss on a derivative instrument in excess of the cumulative change in the present value of future cash
flows of the hedged item is recognized in current earnings during the period of change. As of December 31, 2015
and 2016, the notional principal amount of the Hedging Contracts to sell U.S. dollars held by the Company was
$3,200 and $3,300, respectively.
Advertising expenses:
Advertising expenses are charged to consolidated statements of income as incurred. Advertising expenses
for the years ended December 31, 2014, 2015 and 2016 were $792, $928 and $1,033, respectively.
Treasury stock:
The Company repurchases its common stock from time to time pursuant to a board-authorized share
repurchase program through open market purchases and repurchase plans in accordance with Rules 10b5-1 and
10b-18 of the United States Securities Exchange Act of 1934, as amended.
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.
Net income (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 year. Diluted net income (loss) per share is computed based on the weighted
average number of shares of common stock outstanding during each year, plus dilutive potential shares of
common stock considered outstanding during the year, in accordance with FASB ASC No. 260, “Earnings Per
Share.”
Numerator:
Net income (loss)
Denominator (in thousands):
Basic weighted-average common stock outstanding
Effect of stock options, stock appreciation rights and
restricted stock units
Year ended December 31,
2014
2015
2016
$ (819)
$ 6,267
$13,100
20,622
20,480
20,850
—
509
715
Diluted weighted-average common stock outstanding
20,622
20,989
21,565
Basic net income (loss) per share
Diluted net income (loss) per share
$ (0.04)
$ (0.04)
$
$
0.31
0.30
$
$
0.63
0.61
F-20
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#P7VurtÆŠ
6*
1C
332181 FIN 21
PMT
200FVB!ee#P7Vurt˘
PS
CLN
08-Mar-2017 01:02 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
The weighted-average number of shares related to outstanding options, SARs and RSUs excluded from the
calculation of diluted net income per share, since their effect was anti-dilutive, were 820,631 and 282,696 shares
for the years ended December 31, 2015 and 2016, respectively. The total number of shares related to the
outstanding options excluded from the calculation of diluted net loss per share was 3,316,380 for the year ended
December 31, 2014.
Recently Issued and Adopted Accounting Pronouncement:
(a) Revenue recognition
In May 2014, the FASB issued a new standard related to revenue recognition. Under the new standard,
revenue is recognized when a customer obtains control of promised goods or services and is recognized in an
amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.
In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash
flows arising from contracts with customers. The FASB has recently issued several amendments to the standard,
including clarification on identifying performance obligations.
The guidance permits two methods of modification: retrospectively to each prior reporting period presented
(full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance
recognized at the date of initial application (the cumulative catch-up transition method). The Company currently
anticipates adopting the standard using the modified retrospective method rather than full retrospective method.
The new standard will be effective for the Company beginning January 1, 2018, but adoption as of the
original effective date of January 1, 2017 is permitted. The Company will adopt the new standard as of January 1,
2018.
The Company has made progress toward completing its evaluation of the potential changes from adopting
this new standard on its financial reporting and disclosures. The Company has evaluated the impact of the
standard on majority of its revenue streams and associated contracts. The Company expects to complete the
contract evaluations and validate the results during the first half of 2017. The Company formed an
implementation work group and expects to complete the evaluation of the impact of the accounting and
disclosure changes on its business processes, controls and systems throughout 2017, design any changes to such
business processes, controls and systems, and implement the changes before the end of 2017.
Under the new standard, 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 expects to
continue to recognize most of its revenue at a point in time upon delivery of its products. The Company expects
to recognize 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,
which is similar to the current method.
Based on its current analysis the most significant effect, if any, will be related to certain deliverables that
may be considered as a distinct performance obligations separate from other performance obligations and will be
measured using the relative standalone selling price basis.
F-21
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#VN1gLt1Š
7*
1C
332181 FIN 22
PMT
200FVB!ee#VN1gLt1
PS
CLN
08-Mar-2017 03:31 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
In addition incremental costs that are related to sales from contracts signed during the period would require
capitalization. The company also will consider if there is a significant financing component if the time between
payment and performance is more than one year.
The Company continues to assess all potential impacts under the new revenues standard.
(b) Other accounting standards
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which will replace the existing
guidance in ASC 840, “Leases.” The updated standard aims to increase transparency and comparability among
organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and requiring
disclosure of key information about leasing arrangements. This ASU is effective for annual periods beginning
after December 15, 2018, and interim periods within those annual periods; early adoption is permitted and
modified retrospective application is required. The Company is in the process of evaluating this guidance to
determine the impact it will have on its financial statements and related disclosures.
In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation,” which simplifies
several aspects of the accounting for share-based payments, including immediate recognition of all excess tax
benefits and deficiencies in the income statement, changing the threshold to qualify for equity classification up to
the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either
estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying
the classification on the statement of cash flows for the excess tax benefit and employee taxes paid when an
employer withholds shares for tax-withholding purposes. The amendments in this update became effective on
January 1, 2017. The Company’s adoption of ASU 2016-09 will not have a material impact on its consolidated
financial statements.
The FASB issued ASU 2016-13 “Measurement of Credit Losses on Financial Instruments” requiring an
allowance to be recorded for all expected credit losses for financial assets. The allowance for credit losses is
based on historical information, current conditions and reasonable and supportable forecasts. The new standard
also makes revisions to the other than temporary impairment model for available-for-sale debt securities.
Disclosures of credit quality indicators in relation to the amortized cost of financing receivables are further
disaggregated by year of origination. The new accounting guidance is effective for interim and annual periods
beginning after December 15, 2019 with early adoption permitted for interim and annual periods beginning after
December 15, 2018. The amendments will be applied through a cumulative-effect adjustment to retained
earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is
analyzing the impact of this new standard and, at this time, cannot estimate the impact of adoption on its net
income. The Company plans to adopt ASU 2016-13 effective January 1, 2020.
In August 2016, FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of
Certain Cash Receipts and Cash Payments.” This update will make eight targeted changes to how cash receipts
and cash payments are presented and classified in the statement of cash flows. The update is effective for fiscal
years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless
it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the
earliest date practicable. The Company is currently evaluating the effect of this update on its consolidated
financial statements and related disclosures.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles: Goodwill and Other: Simplifying the Test
for Goodwill Impairment. To simplify the subsequent measurement of goodwill, the amendments eliminate
Step 2
F-22
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#VNV0st$Š
8*
1C
332181 FIN 23
PMT
200FVB!ee#VNV0st$
PS
CLN
08-Mar-2017 03:31 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing
the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the
amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized
should not exceed the total amount of goodwill allocated to that reporting unit. In addition, the income tax effects
of tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the
goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit
with a zero or negative carrying amount to perform Step 2 of the goodwill impairment test. An entity still has the
option to perform the qualitative assessment for a reporting unit to determine if the qualitative impairment test is
necessary. The amendments should be applied on a prospective basis. The nature of and reason for the change in
accounting principle should be disclosed upon transition. The amendments in this update should be adopted for
annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early
adoption is permitted on testing dates after January 1, 2017. The Company is currently evaluating the impact of
adopting this new guidance on its consolidated financial statements, but it is not expected to have a material
impact.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the
Definition of a Business. The amendments in this update provide a more robust framework to use in determining
when a set of assets and activities is a business. Because the current definition of a business is interpreted broadly
and can be difficult to apply, stakeholders indicated that analyzing transactions is inefficient and costly and that
the definition does not permit the use of reasonable judgment. The amendments provide more consistency in
applying the guidance, reduce the costs of application, and make the definition of a business more operable. The
amendments in this update become effective for annual periods and interim periods within those annual periods
beginning after December 15, 2017. The Company is currently evaluating the impact of adopting this new
guidance on its consolidated financial statements, but it is not expected to have a material impact.
In 2016, the company adopted ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to
Continue as a Going Concern (ASU 2014-15), that provides guidance on management’s responsibility in
evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to
provide related footnote disclosures. The adoption of ASU 2014-15 did not have an impact on the Company’s
consolidated financial statements or related disclosures.
NOTE 2: ACQUISITION OF RIVIERAWAVES
On July 4, 2014 (the “Closing Date”), the Company acquired 100% of RivieraWaves SAS
(“RivieraWaves”), a privately-held, French-based company and a provider of wireless connectivity intellectual
property for Wi-Fi and Bluetooth technologies. The Company agreed to pay an aggregate of $18,378 to acquire
RivieraWaves with $14,678 paid on the Closing Date and the remaining amount of $3,700 payable upon the
satisfaction of certain milestones (the “Contingent Consideration”). The Contingent Consideration was
recognized as a liability at fair value. During 2015, the Company fully paid the Contingent Consideration.
In addition, the Company incurred acquisition-related costs in an amount of $310, which were included in
general and administrative expenses for the year ended December 31, 2014.
The acquisition was accounted in accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) No. 805, “Business Combinations.” Under the acquisition method
of accounting, the total purchase price was allocated to the net tangible and intangible assets of RivieraWaves
acquired in the acquisition, based on their fair values on the Closing Date.
F-23
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#QYZ=0t?Š
7*
1C
332181 FIN 24
PMT
200FVB!ee#QYZ=0t?
PS
CLN
08-Mar-2017 01:44 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
The results of operations of RivieraWaves are included in the Company’s consolidated financial statements
as of the Closing Date. The primary rationale for this acquisition was to further expand CEVA’s non-cellular
baseband business into advanced technology offerings in connectivity, including Wi-Fi and Bluetooth IP. The
goodwill is primarily attributable to expected synergies resulting from the acquisition.
In addition, as part of the acquisition, the Company established an employee retention plan for the
RivieraWaves employees at a cost of approximately $3,400, to be payable on a semiannual basis for a period of
two years after the Closing Date. As of December 31, 2016, the Company fully paid the employee retention plan.
Details of the fair value of consideration transferred and the purchase price allocation are as follows:
(a) Consideration transferred:
Cash
Fair value of Contingent Consideration
Total
$ 14,678
3,434
$ 18,112
(b) Under business combination accounting, the total purchase price was allocated to RivieraWaves’ net
tangible and intangible assets based on their estimated fair values as set forth below. The excess of the
purchase price over the net tangible and identifiable intangible assets was recorded as goodwill.
Cash and cash equivalents
Bank deposits
Other assets
Intangible assets
Goodwill
Total assets
Current liabilities
Deferred tax liabilities, net
Total liabilities
Total
$ 1,189
1,384
2,898
6,161
10,114
21,746
(2,201)
(1,433)
(3,634)
$18,112
In performing the purchase price allocation, the Company considered, among other factors, analysis of
historical financial performance, highest and best use of the acquired assets and estimates of future performance
of RivieraWaves’ products. In its allocation, the Company also considered the fair value of intangible assets
based on a market participant approach to valuation performed by a third party valuation firm using an income
approach and estimates and assumptions provided by management. The following table sets forth the components
of intangible assets associated with the RivieraWaves acquisition:
Core technologies (1)
Customer relationships (2)
Customer backlog (3)
Total intangible assets
F-24
Fair value
$5,796
272
93
$6,161
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#VWlT#t+Š
7*
1C
332181 FIN 25
PMT
200FVB!ee#VWlT#t+
PS
CLN
08-Mar-2017 03:35 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
(1) Core technologies represent a combination of RivieraWaves’ processes and trade secrets related to the
design and development of its products. This proprietary know-how can be leveraged to develop new
technology and improve the Company’s products and is amortized using the straight line method.
(2) Customer relationships represent the underlying relationships and agreements with RivieraWaves’ installed
customer base and are amortized using the straight line method.
(3) Customer backlog represents an order or production backlog arises from contracts or sales orders and are
amortized using the straight line method.
NOTE 3: MARKETABLE SECURITIES
The following is a summary of available-for-sale marketable securities at December 31, 2015 and 2016:
Available-for-sale—matures within one year:
Corporate bonds
Available-for-sale—matures after one year
through five years:
Government bonds
Corporate bonds
Total
As at December 31, 2016
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Amortized
cost
$ 9,456
$
9,456
4
4
$ (15)
$ 9,445
(15)
9,445
501
52,490
52,991
$62,447
—
3
3
7
$
(4)
(567)
(571)
$(586)
497
51,926
52,423
$61,868
As at December 31, 2015
Gross
unrealized
gains
Gross
unrealized
losses
$—
$ —
$
(50)
(50)
Fair
value
1
9,208
9,209
(444)
(444)
$(494)
39,057
39,057
$48,266
1
1
—
—
$
1
Available-for-sale—matures within one year:
Certificate of deposits
Corporate bonds
Available-for-sale—matures after one year
through three years: :
Corporate bonds
Total
Amortized
cost
$
1
9,257
9,258
39,501
39,501
$48,759
F-25
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#VYC9yMÇŠ
8*
1C
332181 FIN 26
PMT
200FVB!ee#VYC9yM˙
PS
CLN
08-Mar-2017 03:35 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
The following table presents gross unrealized losses and fair values for those investments that were in an
unrealized loss position as of December 31, 2015 and 2016, and the length of time that those investments have
been in a continuous loss position:
As of December 31, 2016
As of December 31, 2015
Less than 12 months
12 months or greater
Fair
Value
$48,663
$32,695
Gross
unrealized
loss
Fair
Value
$(557)
$(389)
$ 4,875
$14,488
Gross
unrealized
loss
$ (29)
$(105)
As of December 31, 2015 and 2016, 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:
Gross realized gains from sale of available-for-sale marketable
securities
Gross realized losses from sale of available-for-sale marketable
securities
Year ended
December 31,
2014
2015
2016
$ 99
$ 4
$ 24
$(93)
$(82)
$(33)
NOTE 4: 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
Level II
Level III
Unadjusted quoted prices in active markets that are accessible on the
measurement date for identical, unrestricted assets or liabilities;
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
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 and foreign currency derivative contracts 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.
F-26
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#VbRnSM[Š
8*
1C
332181 FIN 27
PMT
200FVB!ee#VbRnSM[
PS
CLN
08-Mar-2017 03:37 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
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
Assets:
Marketable securities:
Government bonds
Corporate bonds
Foreign exchange contracts
Description
Assets:
Marketable securities:
Certificate of deposits
Corporate bonds
Foreign exchange contracts
December
31, 2016
$
497
61,371
6
December
31, 2015
Level I
Level II
Level III
—
—
—
$
497
61,371
6
—
—
—
Level I
Level II
Level III
$
1
$48,265
9
—
—
—
$
1
$48,265
9
—
—
—
NOTE 5: PROPERTY AND EQUIPMENT, NET
Composition of assets, grouped by major classifications, is as follows:
Cost:
Computers, software and equipment
Office furniture and equipment
Leasehold improvements
Less—Accumulated depreciation
Property and equipment, net
As at December 31,
2015
2016
$ 13,503
759
1,865
$10,031
766
2,204
16,127
(12,396)
13,001
(8,196)
$ 3,731
$ 4,805
NOTE 6: INTANGIBLE ASSETS, NET
Year ended December 31, 2015
Year ended December 31, 2016
Weighted
Average
Amortization
Period
(Years)
Gross
Carrying
Amount
Accumulated
Amortization
Net
Gross
Carrying
Amount
Accumulated
Amortization
Net
Intangible assets—amortizable:
Customer relationships
Customer backlog
Core technologies
4.5
1.5
5.1
272
93
5,796
91
93
1,763
181
—
4,033
272
93
5,796
151
93
2,939
121
—
2,857
Total intangible assets
$6,161
$1,947
$4,214
$6,161
$3,183
$2,978
F-27
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#Vd2bNMJŠ
8*
1C
332181 FIN 28
PMT
200FVB!ee#Vd2bNMJ
PS
CLN
08-Mar-2017 03:38 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
Future estimated annual amortization charges are as follows:
2017
2018
2019
NOTE 7: ACCRUED EXPENSES AND OTHER PAYABLES
Engineering accruals
Professional fees
Government grants
Income taxes payable, net
Other
NOTE 8: STOCKHOLDERS’ EQUITY
a. Common stock:
1,236
901
841
$2,978
As at December 31,
2015
807
642
288
830
1,066
2016
466
583
263
1,489
1,214
$3,633
$4,015
Holders of common stock are entitled to one vote per share on all matters to be voted upon by the
Company’s stockholders. In the event of a liquidation, dissolution or winding up of the Company, holders of
common stock are entitled to share ratably in all of the Company’s assets. The Board of Directors may declare a
dividend out of funds legally available therefore and the holders of common stock are entitled to receive ratably
any such dividends. Holders of common stock have no preemptive rights or other subscription rights to convert
their shares into any other securities.
b. Preferred stock:
The Company is authorized to issue up to 5,000,000 shares of “blank check” preferred stock, par value
$0.001 per share. Such preferred stock may be issued by the Board of Directors from time to time in one or more
series. These series may have designations, preferences and relative, participating, optional or other special rights
and any qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, exchange
rights, voting rights, redemption rights (including sinking and purchase fund provisions), and dissolution
preferences as may be determined by the Company’s Board of Directors.
c. Share repurchase program:
In August 2008, the Company announced that its Board of Directors approved a share repurchase program
for up to one million shares of common stock which was further extended by an additional four million shares in
2010 and 2013. In October 2014, the Company’s Board of Directors authorized the repurchase by the Company
of an additional one million shares of common stock pursuant to Rule 10b-18 of the Exchange Act. As of
December 31, 2016, 311,056 shares of common stock remained authorized for repurchase under to the
Company’s share repurchase program.
F-28
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#P7zPztaŠ
5*
1C
332181 FIN 29
PMT
200FVB!ee#P7zPzta
PS
CLN
08-Mar-2017 01:02 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
In 2014, the Company repurchased 1,227,148 shares of common stock at an average purchase price of
$15.20 per share for an aggregate purchase price of $18,657. In 2015, the Company repurchased 508,931 shares
of common stock at an average purchase price of $19.80 per share for an aggregate purchase price of $10,078. In
2016, the Company repurchased 180,013 shares of common stock at an average purchase price of $18.98 per
share for an aggregate purchase price of $3,417.
d. Employee and non-employee stock plans:
The Company grants a mix of stock options, SARs capped with a ceiling and RSUs to employees and
non-employee directors of the Company and its subsidiaries under the Company’s equity plans 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 made in 2014 and 2015. No SARs were granted in 2016). 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. RSUs granted to employees
under stock incentive plans vest as to 1/3 on each anniversary of the grant date. RSUs granted to non-employee
directors under stock incentive plans vest fully one year after the grant date.
In connection with the Company’s acquisition of RivieraWaves, on July 7, 2014, the Company issued an
aggregate of 113,000 SARs to 27 employees of RivieraWaves who joined the Company in connection with the
acquisition. The value of these grants was not included in the acquisition price of RivieraWaves. The SARs were
granted outside of the Company’s existing equity plans and were granted as a material inducement to such
individuals entering into employment with the Company, in accordance with NASDAQ Listing Rule
5635(c)(4). All of the SARs were priced at $15.17, the fair market value on the grant date, and will vest over four
years, with 25% of the SARs vesting after one year and the remaining vest in equal portions over the following
36 months, such that all SARs will vest after four years, subject to the employee’s continuous service through
each vesting date. The SARs have a ceiling limit for maximum income capped at 400%, expire seven years from
the grant date and are subject to the terms and condition of the individual SAR agreements. The SAR grants were
approved by the compensation committee of the Board of Directors of the Company.
F-29
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#VeBhetoŠ
8*
1C
332181 FIN 30
PMT
200FVB!ee#VeBheto
PS
CLN
08-Mar-2017 03:38 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
A summary of the Company’s stock option and SARs activities and related information for the year ended
December 31, 2016, is as follows:
Outstanding at the beginning of the year
Granted (1)
Exercised
Forfeited or expired
Outstanding at the end of the year (2)
Number of
options and
SAR units
2,406,455
104,000
(1,012,151)
(42,396)
1,455,908
Weighted
average
exercise
price
$18.15
28.42
16.89
17.93
$19.76
Vested or expected to vest at the end of the year
1,422,492
$19.78
Exercisable at the end of the year (3)
972,229
$19.88
Weighted
average
remaining
contractual
term
Aggregate
intrinsic-
value
4.7
4.7
3.9
$20,077
$19,587
$13,286
(1)
In 2016, the Company granted 104,000 stock options only to non-employee directors of the Company.
No SARs were granted during 2016.
(2) Due to the ceiling imposed on the SAR grants, the outstanding amount equals a maximum of 1,305,719
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 882,273
shares of the Company’s common stock issuable upon exercise.
The weighted average fair value of options and SARs granted during the years ended December 2014 and
2015 was $6.1 and $7.8 per share, respectively. The weighted average fair value of options granted during the
year ended December 2016 was $12.9 per share. The total intrinsic value of options and SARs exercised during
the years ended December 31, 2014, 2015 and 2016 was $1,372, $8,960 and $12,282, respectively.
The options and SARs granted to employees of the Company and its subsidiaries and the options granted to
non-employee directors of the Company which were outstanding as of December 31, 2016 have been classified
into a range of exercise prices as follows:
Exercise price
(range)
12.60-15.54
16.08-18.62
19.36-24.86
27.01-32.34
Outstanding
Weighted
average
remaining
contractual
life (years)
4.7
4.1
4.4
6.4
4.7
Number
of
options
396,969
381,257
438,579
239,103
1,455,908
Weighted
average
exercise
price
$14.63
$16.72
$21.65
$29.67
Number
of
options
237,614
292,617
306,895
135,103
$19.76
972,229
Exercisable
Weighted
average
remaining
contractual
life (years)
4.1
4.1
3.4
3.9
3.9
Weighted
average
exercise
price
$14.59
$16.73
$22.26
$30.62
$19.88
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. RSUs granted to non-employee directors generally vest in full on the first
anniversary of the grant date.
F-30
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#QgYpVt<Š
6*
1C
332181 FIN 31
PMT
200FVB!ee#QgYpVt<
PS
CLN
08-Mar-2017 01:47 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
A summary of the Company’s RSU activities and related information for the year ended December 31,
2016, is as follows:
Unvested as at the beginning of the year
Granted
Vested
Forfeited
Unvested at the end of the year
Expected to vest at the end of the year
Number of
RSUs
234,000
394,417
(99,972)
(23,303)
505,142
463,757
Weighted average
Grant-Date
fair value
$19.89
22.05
19.73
20.16
$21.59
$21.58
Stock Plans
As of December 31, 2016, the Company maintains the Company’s 2003 Director Stock Option Plan (the
“Director Plan”) and the 2011 Stock Incentive Plan (the “2011 Plan” and together with the Director Plan, the
“Stock Plans”).
As of December 31, 2016, options, SARs and RSUs to purchase 756,244 shares of common stock were
available for grant under the Stock Plans.
2011 Stock Incentive Plan
The 2011 Plan was adopted by the Company’s Board of Directors in February 2011 and stockholders on
May 17, 2011. Up to 1,750,000 shares of common stock (subject to adjustment in the event of future stock splits,
future stock dividends or other similar changes in the common stock or the Company’s capital structure), plus the
number of shares that remain available for grant of awards under the Company’s 2002 Stock Incentive Plan (the
“2002 Plan), plus any shares that would otherwise return to the 2002 Plan as a result of forfeiture, termination or
expiration of awards previously granted under the 2002 plan (subject to adjustment in the event of stock splits
and other similar events), are reserved for issuance under the 2011 Plan. The 2002 Plan was automatically
terminated and replaced and superseded by the 2011 Plan, except that any awards previously granted under the
2002 Plan shall remain in effect pursuant to their term.
The 2011 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the
Internal Revenue Code, nonqualified stock options, restricted stock, RSUs, dividend equivalent rights and stock
appreciation rights. Officers, employees, directors, outside consultants and advisors of the Company and those of
the Company’s present and future parent and subsidiary corporations are eligible to receive awards under the
2011 Plan. Under current U.S. tax laws, incentive stock options may only be granted to employees. The 2011
Plan permits the Company’s Board of Directors or a committee thereof to determine how grantees may pay the
exercise or purchase price of their awards.
Unless sooner terminated, the 2011 Plan is effective until February 2021.
The Company’s Board of Directors or a committee thereof has authority to administer the 2011 Plan. The
Company’s Board of Directors has the authority to adopt, amend and repeal the administrative rules, guidelines
and practices relating to the 2011 Plan and to interpret its provisions.
F-31
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
ADG chadg0ap
SFR
ˆ200FVB!ee#P85@eMmŠ
5*
1C
332181 FIN 32
PMT
200FVB!ee#P85@eMm
PS
CLN
08-Mar-2017 01:02 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
2003 Director Stock Option Plan
Under the Director Plan, 1,350,000 shares of common stock (subject to adjustment in the event of future
stock splits, future stock dividends or other similar changes in the common stock or the Company’s capital
structure) are authorized for issuance.
The Director Plan provides for the grant of nonqualified stock options to non-employee directors. Options
must be granted at an exercise price equal to the fair market value of the common stock on the date of grant.
Options may not be granted for a term in excess of ten years.
Under the original terms of the Director Plan, (a) any person who becomes a non-employee director of the
Company was automatically granted an option to purchase 38,000 shares of common stock, (b) on June 30 of
each year, beginning in 2004, each non-employee director who had served on the Company’s Board of Directors
for at least six (6) months as of such date was automatically granted an option with the exercise price being the
fair market value of the Company’s common stock as of July 1st of each year to purchase 13,000 shares of
common stock, and each non-employee director would receive an option with the exercise price being the fair
market value of the Company’s common stock as of July 1st of each year to purchase 13,000 shares of common
stock for each committee on which he or she had served as chairperson for at least six months prior to such date,
and (c) the Chairman of the Board was granted an additional option with the exercise price being the fair market
value of the Company’s common stock as of July 1st of each year to purchase 15,000 shares of common stock on
an annual basis. In February 2015, the Board suspended the automatic grant of stock options to each non-
employee director and the Chairman of the Board under the Director Plan. In lieu of the automatic stock option
grants under the Director Plan, the Board approved an equity award to all directors of the Company consisting of
a mix of stock options granted under the Director Plan and RSUs granted under the 2011 Plan. For 2016, the
directors of the Company received in the aggregate 66,000 stock options and 23,517 RSUs.
On December 8, 2016, the Company’s Board of Directors unanimously approved the appointment of Maria
Marced as an independent member of the Board of Directors. In accordance with the Company’s Director Plan,
Ms. Marced received a stock option award to purchase 38,000 shares of the Company’s common stock under the
Company’s Director Plan.
The Company’s Board of Directors or a committee thereof may grant additional options to purchase
common stock with a vesting schedule to be determined by the Board of Directors in recognition of services
provided by a non-employee director in his or her capacity as a director.
The Company’s Board of Directors or a committee thereof has authority to administer the Director Plan.
The Company’s Board of Directors or a committee thereof has the authority to adopt, amend and repeal the
administrative rules, guidelines and practices relating to the Director Plan and to interpret its provisions.
2002 Employee Stock Purchase Plan (“ESPP”)
The ESPP was adopted by the Company’s Board of Directors and stockholder in July 2002. The ESPP is
intended to qualify as an “Employee Stock Purchase Plan” under Section 423 of the U.S. Internal Revenue Code
and is intended to provide the Company’s employees with an opportunity to purchase shares of common stock
through payroll deductions. An aggregate of 2,500,000 shares of common stock (subject to adjustment in the
event of future stock splits, future stock dividends or other similar changes in the common stock or the
Company’s capital structure) are reserved for issuance. As of December 31, 2016, 183,003 shares of common
stock were available for future issuance under the ESPP.
F-32
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#VfZBJMnŠ
7*
1C
332181 FIN 33
PMT
200FVB!ee#VfZBJMn
PS
CLN
08-Mar-2017 03:39 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
All of the Company’s employees who are regularly employed for more than five months in any calendar
year and work 20 hours or more per week are eligible to participate in the ESPP. Non-employee directors,
consultants, and employees subject to the rules or laws of a foreign jurisdiction that prohibit or make impractical
their participation in an employee stock purchase plan are not eligible to participate in the ESPP.
The ESPP designates offer periods, purchase periods and exercise dates. Offer periods generally will be
overlapping periods of 24 months. Purchase periods generally will be six-month periods. Exercise dates are the
last day of each purchase period. In the event the Company merges with or into another corporation, sells all or
substantially all of the Company’s assets, or enters into other transactions in which all of the Company’s
stockholders before the transaction own less than 50% of the total combined voting power of the Company’s
outstanding securities following the transaction, the Company’s Board of Directors or a committee designated by
the Board may elect to shorten the offer period then in progress.
The price per share at which shares of common stock may be purchased under the ESPP during any
purchase period is the lesser of:
•
•
85% of the fair market value of common stock on the date of grant of the purchase right, which is the
commencement of an offer period; or
85% of the fair market value of common stock on the exercise date, which is the last day of a purchase
period.
The participant’s purchase right is exercised in the above noted manner on each exercise date arising during
the offer period unless, on the first day of any purchase period, the fair market value of common stock is lower
than the fair market value of common stock on the first day of the offer period. If so, the participant’s
participation in the original offer period will be terminated, and the participant will automatically be enrolled in
the new offer period effective the same date.
The ESPP is administered by the Board of Directors or a committee designated by the Board, which will
have the authority to terminate or amend the plan, subject to specified restrictions, and otherwise to administer
and resolve all questions relating to the administration of the plan.
e. Dividend policy:
The Company has never declared or paid any cash dividends on its capital stock and does not anticipate
paying any cash dividends in the foreseeable future.
NOTE 9: DERIVATIVES AND HEDGING ACTIVITIES
The fair value of the Company’s outstanding derivative instruments is as follows:
Derivative assets:
Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts
Total
F-33
As at
December 31,
2016
2015
$9
$9
$6
$6
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#QkBidMyŠ
6*
1C
332181 FIN 34
PMT
200FVB!ee#QkBidMy
PS
CLN
08-Mar-2017 01:47 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
The Company recorded the fair value of derivative assets in “prepaid expenses and other accounts
receivable” on the Company’s consolidated balance sheets.
The increase (decrease) in unrealized gains (losses) recognized in “accumulated other comprehensive
income (loss)” on derivatives, before tax effect, is as follows:
Derivatives designated as cash flow hedging instruments:
Foreign exchange option contracts
Foreign exchange forward contracts
Year ended December 31,
2014
2015
2016
$(389)
(41)
$ 83
94
$(430)
$177
$ 67
91
$158
The net (gains) losses reclassified from “accumulated other comprehensive income (loss)” into income, are as
follows:
Derivatives designated as cash flow hedging instruments:
Foreign exchange option contracts
Foreign exchange forward contracts
Year ended December 31,
2014
2015
2016
$337
45
$382
$ (31)
(73)
$ (67)
(94)
$(104)
$(161)
The Company recorded in cost of revenues and operating expenses, a net loss of $382, a net gain of $104
and a net gain of $161 during the years ended December 31, 2014, 2015 and 2016, respectively, related to its
Hedging Contracts.
F-34
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#Vrb74tVŠ
10*
1C
332181 FIN 35
PMT
200FVB!ee#Vrb74tV
PS
CLN
08-Mar-2017 03:42 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
NOTE 10: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in accumulated balances of other comprehensive income (loss),
net of taxes:
Year ended December 31, 2015
Year ended December 31, 2016
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
$(379)
$ (57)
$(436)
$(427)
$
8
$(419)
Other comprehensive income
(loss) before reclassifications
(118)
158
40
(83)
140
57
Amounts reclassified from
accumulated other
comprehensive income (loss)
Net current period other comprehensive
income (loss)
Ending balance
70
(93)
(23)
8
(143)
(135)
(48)
$(427)
65
$
8
17
(75)
(3)
(78)
$(419)
$(502)
$
5
$(497)
The following table provides details about reclassifications out of accumulated other comprehensive income
(loss):
Details about Accumulated Other
Comprehensive Income (Loss)
Components
Unrealized gains (losses) on cash flow
hedges
Unrealized gains (losses) on available-for-
sale marketable securities
Amount Reclassified from
Accumulated Other
Comprehensive Income (Loss)
Year ended
December 31,
2014
2015
2016
Affected Line Item in the
Statements of Operations
$ (17) $— $
(305)
(34)
(26)
91
5
8
4 Cost of revenues
132 Research and development
12 Sales and marketing
13 General and administrative
(382)
(36)
(346)
104
11
93
161 Total, before income taxes
18
Income tax expense (benefit)
143 Total, net of income taxes
6
3
(78)
(8)
(9) Financial income, net
(1)
Income tax expense (benefit)
3
(70)
$(343) $ 23
(8) Total, net of income taxes
$135 Total, net of income taxes
F-35
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
ADG nehaj0ap
SFR
ˆ200FVB!ee#VxYWzM[Š
8*
1C
332181 FIN 36
PMT
200FVB!ee#VxYWzM[
PS
CLN
08-Mar-2017 03:45 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
NOTE 11: GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA
a. Summary information about geographic areas:
FASB ASC No. 280, “Segment Reporting,” establishes standards for reporting information about operating
segments. Operating segments are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. The Company manages its business on a 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:
Revenues based on customer location:
United States
Europe, Middle East
Asia Pacific (1) (2)
(1) China
(2) S. Korea
*) Less than 10%
Long-lived assets by geographic region:
Israel
France
United States
Other
Year ended December 31,
2014
2015
2016
$11,671
5,655
33,482
$ 9,737
7,064
42,698
$ 9,134
10,901
52,618
$50,808
$59,499
$72,653
$20,568
*)
$29,982
$ 6,173
$30,030
$15,512
2015
2016
3,090
279
331
31
4,026
365
240
174
$3,731
$4,805
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:
Customer A
Customer B
*) Less than 10%
F-36
Year ended December 31,
2014
2015
2016
25% 31% 27%
19%
*)
*)
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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CLN
08-Mar-2017 01:49 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
c. Information about Products and Services:
The following table sets forth the products and services as percentages of the Company’s total revenues in
each of the periods set forth below:
DSP products (DSP Cores and Platforms)
Connectivity products (Bluetooth, WiFi and SATA/SAS)
NOTE 12: SELECTED STATEMENTS OF INCOME DATA
Financial income, net:
Year ended December 31,
2014
2015
2016
87% 82% 84%
13% 18% 16%
Year ended December 31,
2015
2016
2014
Interest income
Gain (loss) on available-for-sale marketable securities, net
Amortization of premium on available-for-sale marketable
securities, net
Foreign exchange loss, net
Accretion of Contingent Consideration
$ 2,824
6
$ 2,845
(78)
$ 3,300
(9)
(1,121)
(565)
(169)
(1,111)
(490)
(97)
(1,064)
(188)
—
$
975
$ 1,069
$ 2,039
NOTE 13: TAXES ON INCOME
a. A number of the Company’s operating subsidiaries are taxed at rates lower than U.S. rates.
1. Irish Subsidiaries
The Irish operating subsidiary qualified for a 12.5% tax rate on its trade. Interest income earned by the
Irish subsidiary is taxed at a rate of 25%. As of December 31, 2016, the open tax years, subject to review by
the applicable taxing authorities for the Irish subsidiary, are 2011 and subsequent years.
2. Israeli Subsidiary
The Israeli subsidiary has been granted “Approved Enterprise” and “Benefited Enterprise” status under
the Israeli Law for the Encouragement of Capital Investments. For such Approved Enterprises and Benefited
Enterprises, the Israeli subsidiary elected to apply for alternative tax benefits—the waiver of government
grants in return for tax exemptions on undistributed income. Upon distribution of such exempt income, the
Israeli subsidiary will be subject to corporate tax at the rate ordinarily applicable to the Approved
Enterprise’s or Benefited Enterprise’s income. Such tax exemption on undistributed income applies for a
limited period of between two to ten years, depending upon the location of the enterprise. During the
remainder of the benefits period (generally until the expiration of ten years), a corporate tax rate not
exceeding 25% will apply.
The Israeli subsidiary is a foreign investor company, or FIC, as defined by the Investment Law. FICs
are entitled to further reductions in the tax rate normally applicable to Approved Enterprises and Benefited
F-37
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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08-Mar-2017 01:49 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
Enterprises. Depending on the foreign ownership in each tax year, the tax rate can range between
10% (when foreign ownership exceeds 90%) to 20% (when foreign ownership exceeds 49%). There can be
no assurance that the subsidiary will continue to qualify as an FIC in the future or that the benefits described
herein will be granted in the future.
The Company’s Israeli subsidiary’s tax-exempt profit from Approved Enterprises and Benefited
Enterprises is permanently reinvested as the Company’s management has determined that the Company
does not currently intend to distribute dividends. Therefore, deferred taxes have not been provided for such
tax-exempt income. The Company intends to continue to reinvest these profits and does not currently
foresee a need to distribute dividends out of such tax-exempt income.
Income not eligible for Approved Enterprise benefits or Benefited Enterprise benefits is taxed at a
regular rate, which was 25% in 2016, 26.5% in 2015 and 26.5% in 2014.
In December 2016, the Israeli Parliament approved the Economic Efficiency Law (Legislative
Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016 which reduces
the corporate income tax rate to 24% (instead of 25%) effective on January 1, 2017 and to 23% effective on
January 1, 2018.
The Israeli subsidiary elected to compute taxable income in accordance with Income Tax Regulations
(Rules for Accounting for Foreign Investors Companies and Certain Partnerships and Setting their Taxable
Income), 1986. Accordingly, the taxable income or loss is calculated in U.S. dollars. Applying these
regulations reduces the effect of the foreign exchange rate (of NIS against the U.S. dollar) on the
Company’s Israeli taxable income.
As of December 31, 2016, the open tax years, subject to review by the applicable taxing authorities for
the Israeli subsidiary, are 2011 and subsequent years.
3. French Subsidiaries
The French operating subsidiaries qualified for a 33.33% tax rate on its profits. As of December 31,
2016, the open tax years, subject to review by the applicable taxing authorities for the French subsidiaries,
are 2014 and subsequent years.
b. Taxes on income comprised of:
Domestic taxes:
Current
Deferred
Foreign taxes:
Current
Deferred
Income (loss) before taxes on income:
Domestic
Foreign
F-38
Year ended December 31,
2014
2015
2016
$
7
2,987
$
115
—
$
6
—
314
(456)
2,212
(1,213)
3,932
(613)
$ 2,852
$ 1,114
$ 3,325
$(2,379)
4,412
$ (3,360)
10,741
$ (3,488)
19,913
$ 2,033
$ 7,381
$16,425
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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SFR
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08-Mar-2017 01:49 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
c. Reconciliation between the Company’s effective tax rate and the U.S. statutory rate:
Income before taxes on income
Theoretical tax at U.S. statutory rate
Foreign income taxes at rates other than U.S. rate
Approved and benefited enterprises benefits (*)
Subpart F
Non-deductible items
Non-taxable items
Changes in uncertain tax position
Changes in valuation allowance
Other, net
Year ended December 31,
2014
2015
2016
$2,033
$ 7,381
$16,425
691
(489)
(785)
394
723
(230)
(920)
3,356
112
2,510
(958)
(1,653)
434
349
(481)
—
839
74
5,585
(1,831)
(2,767)
538
682
(505)
505
1,212
(94)
Taxes on income
$2,852
$ 1,114
$ 3,325
(*) Basic and diluted earnings per share amounts of the
benefit resulting from the “Approved Enterprise” and
“Benefited Enterprise” status
$ 0.04
$ 0.08
$
0.13
d. Deferred taxes on income:
Significant components of the Company’s deferred tax assets are as follows:
Deferred tax assets
Operating loss carryforward
Accrued expenses
Temporary differences related to R&D expenses
Equity-based compensation
Tax credit carry forward
Other
Total gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities
Intangible assets
Other
Total deferred tax liabilities
Net deferred tax assets (*)
As at December 31,
2015
2016
$ 9,066
1,165
1,052
2,625
875
529
$ 9,638
1,128
1,435
2,685
1,237
562
15,312
(12,740)
16,685
(13,780)
$ 2,572
$ 2,905
$
$
915
29
944
$
$
621
32
653
$ 1,628
$ 2,252
(*) Net deferred taxes for the years ended December 31, 2015 and 2016 are all from foreign jurisdictions.
F-39
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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CLN
08-Mar-2017 03:53 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
Changes in valuation allowances on deferred tax assets result from management’s assessment of the
Company’s ability to utilize certain future tax deductions, operating losses and tax credit carryforwards prior to
expiration. Valuation allowances were recorded to reduce deferred tax assets to an amount that will, more likely
than not, be realized in the future. The net change in the valuation allowance primarily reflects an increase in
deferred tax assets on net operating and other temporary differences for which full valuation allowance is
recorded.
The Company does not have a provision for U.S. Federal income taxes on the undistributed earnings of its
international subsidiaries because such earnings are considered to be indefinitely reinvested. The Company
would recognize a deferred income tax liability if it was determined that such earnings are no longer indefinitely
reinvested. At December 31, 2016, undistributed earnings of the Company’s foreign subsidiaries amounted to
approximately $146,172. The determination of the amount of additional taxes related to the distribution of these
earnings is not practicable. In addition, the Company operates within multiple taxing jurisdictions involving
complex issues, and it has provisions for tax liabilities on investment activities as appropriate.
e. Uncertain tax positions
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits based on the
provisions of FASB ASC No. 740 is as follows:
Beginning of year
Additions for current year tax positions
Additions for prior year’s tax positions
Balance at December 31
Year ended December 31,
2015
$2,859
217
—
$3,076
2016
$3,076
232
476
$3,784
As of December 31, 2015 and 2016, there were $3,076 and $3,784, respectively, of unrecognized tax
benefits that if recognized would affect the annual effective tax rate. As of December 31, 2015 and 2016, the
Company had accrued interest related to unrecognized tax benefits of $54 and $130, respectively. The Company
did not accrue penalties during the years ended December 31, 2015 and 2016.
The Company believes that an adequate provision has been made for any adjustments that may result from
tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed
in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the
Company could be required to adjust its provision for income taxes in the period such resolution occurs. The
Company does not expect uncertain tax positions to change significantly over the next 12 months, except in the
case of settlements with tax authorities, the likelihood and timing of which are difficult to estimate.
f. Tax loss carryforwards:
As of December 31, 2016, CEVA and its subsidiaries had net operating loss carryforwards for federal
income tax purposes of approximately $10,066, which are available to offset future federal taxable income. Of
that amount, $8,662 is due to excess tax benefits from stock option exercises. Excess tax benefits related to stock
option exercises cannot be recognized until realized through a reduction of current taxes payable. Such loss
carryforwards begin to expire in 2030.
F-40
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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6*
1C
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08-Mar-2017 01:02 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
As of December 31, 2016, CEVA and its subsidiaries had net operating loss carryforwards for California
income tax purposes of approximately $6,952, which are available to offset future California taxable income. Of
that amount, $5,581 is due to excess tax benefits from stock option exercises. Excess tax benefits related to stock
option exercises cannot be recognized until realized through a reduction of current taxes payable. Such loss
carryforwards begin to expire in 2017.
As of December 31, 2016, CEVA’s Irish subsidiary had foreign operating losses of approximately $62,306,
which are available to offset future taxable income indefinitely. A full valuation allowance was provided in
relation to those carryforward tax losses due to the uncertainty of their utilization in the foreseeable future. As of
December 31, 2016, CEVA’s French subsidiaries had foreign operating losses of approximately $3,875, which
are available to offset future taxable income indefinitely.
g. Tax returns:
CEVA files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. With
few exceptions, CEVA is no longer subject to U.S. federal income tax examinations by tax authorities, and state
and local income tax examinations, for the years prior to 2010.
NOTE 14: RELATED PARTY TRANSACTIONS
One of the Company’s directors, Bruce Mann, served as a partner of Morrison & Foerster LLP, the
Company’s outside legal counsel, until December 31, 2014. Fees attributed to Morrison & Foerster LLP during
the year ended December 31, 2014 were $275. There were no related party transactions during the years ended
December 31, 2015 and 2016.
NOTE 15: COMMITMENTS AND CONTINGENCIES
a. The Company is not a party to any litigation or other legal proceedings that the Company believes could
reasonably be expected to have a material adverse effect on the Company’s business, results of operations and
financial condition.
b. As of December 31, 2016, the Company and its subsidiaries had several non-cancelable operating leases,
primarily for facilities and equipment. These leases generally contain renewal options and require the Company
and its subsidiaries to pay all executory costs such as maintenance and insurance. In addition, the Company has
several fixed service agreements with sub-contractors.
Rent expenses for the years ended December 31, 2014, 2015 and 2016, were $955, $1,094 and $1,259,
respectively.
F-41
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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SFR
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08-Mar-2017 01:50 EST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
CEVA, INC.
As of December 31, 2016, future purchase obligations and minimum rental commitments for leasehold
properties and operating leases with non-cancelable terms are as follows:
Minimum rental
commitments for
leasehold
properties
Commitments for
other lease
obligations
Other purchase
obligations
$1,295
1,269
293
230
25
$3,112
$3,019
2,833
1,267
—
—
$7,119
$2,456
—
—
—
—
$2,456
Total
$ 6,770
4,102
1,560
230
25
$12,687
2017
2018
2019
2020
2021
c. Royalties:
The Company participated in programs sponsored by the Israeli government for the support of research and
development activities. Through December 31, 2016, the Company had obtained grants from the Israeli
Innovation Authority for certain of the Company’s research and development projects. The Company is obligated
to pay royalties to the Israeli Innovation Authority, amounting to 3%-3.5% of the sales of the products and other
related revenues (based on the dollar) generated from such projects, up to 100% of the grants received. Royalty
payment obligations also bear interest at the LIBOR rate. The obligation to pay these royalties is contingent on
actual sales of the products and in the absence of such sales, no payment is required.
Royalty expenses relating to the Israeli Innovation Authority grants included in cost of revenues for the
years ended December 31, 2014, 2015 and 2016 amounted to $300, $482 and $539, respectively. As of
December 31, 2016, the aggregate contingent liability to the Israeli Innovation Authority (including interest)
amounted to $19,445.
F-42
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-1562
12.1.14
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
SIGNATURES
CEVA, INC.
By:
/S/ Gideon Wertheizer
Gideon Wertheizer
Chief Executive Officer
March 10, 2017
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Gideon Wertheizer and Yaniv Arieli or either of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all
capacities to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been
signed below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.
Signature
Title
Date
/S/ GIDEON WERTHEIZER
Gideon Wertheizer
/S/ YANIV ARIELI
Yaniv Arieli
/S/ PETER MCMANAMON
Peter McManamon
/S/ ELIYAHU AYALON
Eliyahu Ayalon
/S/ ZVI LIMON
Zvi Limon
/S/ BRUCE MANN
Bruce Mann
/S/ MARIA MARCED
Maria Marced
/S/ SVEN-CHRISTER-NILSSON
Sven-Christer Nilsson
/S/ LOUIS SILVER
Louis Silver
Chief Executive Officer and
Director (Principal Executive
Officer & Director)
Chief Financial Officer and
Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
March 10, 2017
March 10, 2017
Director and Chairman
March 10, 2017
Director
Director
Director
Director
Director
Director
March 10, 2017
March 10, 2017
March 10, 2017
March 10, 2017
March 10, 2017
March 10, 2017
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
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SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
CEVA, INC.
Year ended December 31, 2016
Allowance for doubtful accounts
Year ended December 31, 2015
Allowance for doubtful accounts
Year ended December 31, 2014
Allowance for doubtful accounts
Balance at
beginning of
period
Additions
Deduction
Balance at
end of period
$ 25
$ 25
$—
$—
$—
$ 25
$ 25
$—
$—
$—
$ 25
$ 25
CEVA, INC.
FORM 10-K
Donnelley Financial
START PAGE
VDI-W7-PFL-0974
12.1.14
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Exhibit
Number
3.1(1)
3.2(2)
3.3(3)
3.7(4)
4.1(5)
10.1(6)†
10.7(6)†
EXHIBIT INDEX
Description
Amended and Restated Certificate of Incorporation of the Registrant
Certificate of Ownership and Merger (merging CEVA, Inc. into ParthusCeva, Inc.)
Amended and Restated Bylaws of the Registrant
Amendment to the Amended and Restated Certificate of Incorporation of the Registrant
Specimen of Common Stock Certificate
CEVA, Inc. 2000 Stock Incentive Plan
CEVA, Inc. 2002 Stock Incentive Plan
10.8(18)†
CEVA, Inc. 2003 Director Stock Option Plan
10.9(6)†
Parthus 2000 Share Option Plan
10.10(17)†
CEVA, Inc. 2002 Employee Stock Purchase Plan
10.11(1)
10.12(7)†
10.13(7)†
10.14(8)†
10.15(9)†
10.16(9)†
10.17(9)†
10.18(9)†
10.19(9)†
10.20(10)†
10.21(10)†
10.22(11)†
10.23(12)†
Form of Indemnification Agreement
Employment Agreement between the Registrant and Gideon Wertheizer dated as of November
1, 2002
Employment Agreement between the Registrant and Issachar Ohana dated as of November 1,
2002
Personal and Special Employment Agreement between the Registrant and Yaniv Arieli dated
as of August 18, 2005
Form of Stock Option Agreement under the CEVA, Inc. 2002 Stock Incentive Plan
Form of Israeli Stock Option Agreement under the CEVA, Inc. 2002 Stock Incentive Plan
Form of Stock Option Agreement under the CEVA, Inc. 2000 Stock Incentive Plan
Form of Israeli Stock Option Agreement under the CEVA, Inc. 2000 Stock Incentive Plan
Form of Option Agreement under the CEVA, Inc. 2003 Director Stock Option Plan
Form of Stock Option Agreement for Directors under the CEVA, Inc. 2000 Stock Incentive
Plan
Yaniv Arieli’s Amended and Restated Nonstatutory Stock Option Agreement under the CEVA,
Inc. 2002 Stock Incentive Plan, dated as of August 1, 2007
Amendment, dated July 22, 2003, to the Employment Agreement by and between Issachar
Ohana and CEVA, Inc., dated November 1, 2002
Amendment, effective as of November 1, 2007, to the Employment Agreement by and between
Issachar Ohana and CEVA, Inc., dated November 1, 2002 and as amended on July 22, 2003
10.24(13)†
CEVA, Inc. 2011 Stock Incentive Plan
10.25(14)†
10.25(15)†
10.25(16)†
2016 Incentive Plan for Issachar Ohana, EVP Worldwide Sales, effective as of January 1, 2016
(portions of this exhibit is redacted).
2016 Executive Bonus Plan for Gideon Wertheizer and Yaniv Arieli, effective as of January 1,
2016 (portions of this exhibit is redacted).
2017 Incentive Plan for Issachar Ohana, EVP Worldwide Sales, effective as of January 1, 2017
(portions of this exhibit is redacted).
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PFL-0974
12.1.14
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08-Mar-2017 04:56 EST
Exhibit
Number
Description
10.26†(19)
Form of Stock Appreciation Right Agreement under the CEVA, Inc. 2011 Stock Incentive Plan
10.27†(19)
10.28†(19)
10.29†(19)
10.30†(19)
10.31†(19)
Form of Israeli Stock Appreciation Right Agreement under the CEVA, Inc. 2011 Stock Incentive
Plan
Form of Israeli Restricted Stock Unit Agreement for employees under the CEVA, Inc. 2011
Stock Incentive Plan
Form of Restricted Stock Unit Agreement for employees under the CEVA, Inc. 2011 Stock
Incentive Plan
Form of Restricted Stock Unit Agreement for non-employee directors under the CEVA, Inc.
2011 Stock Incentive Plan
Form of Restricted Stock Unit Agreement for Israeli non-employee directors under the CEVA,
Inc. 2011 Stock Incentive Plan
10.32†(19)
Israeli Sub-plan under the CEVA, Inc. 2011 Stock Incentive Plan
10.33†(20)
2017 Executive Bonus Plan for Gideon Wertheizer and Yaniv Arieli, effective as of January 1,
2017 (portions of this exhibit is redacted).
Ex21.1*
Subsidiaries of the Registrant
23.1*
24.1*
31.1*
31.2*
32*
Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global
Power of Attorney (See signature page of this Annual Report on Form 10-K)
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
(1) Filed as an exhibit to CEVA’s registration statement on Form 10, as amended, initially filed with the
Commission on June 3, 2002 (registration number 000-49842), and incorporated herein by reference.
(2) Filed as an exhibit to CEVA’s Report on Form 8-K, filed with the Commission on December 8, 2003, and
incorporated hereby by reference.
(3) Filed as an exhibit to CEVA’s Current Report on Form 8-K, filed with the Commission on December 12,
2016, and incorporated hereby by reference.
(4) Filed as an exhibit to CEVA’s Report on Form 8-K, filed with the Commission on July 22, 2005, and
incorporated hereby by reference.
(5) Filed as an exhibit to CEVA’s registration statement on Form S-1, as amended, initially filed with the
Commission on July 30, 2002 (registration number 333-97353), and incorporated herein by reference.
(6) Filed as an exhibit to CEVA’s 2007 Annual Report on Form 10-K, filed with the Commission on March 14,
2008, and incorporated hereby by reference.
(7) Filed as an exhibit to CEVA’s 2002 Annual Report on Form 10-K, filed with the Commission on March 28,
2003, and incorporated hereby by reference.
(8) Filed as an exhibit to CEVA’s Quarterly Report on Form 10-Q, filed with the Commission on November 9,
2005, and incorporated hereby by reference.
CEVA, INC.
FORM 10-K
Donnelley Financial
VDI-W7-PR3-1252
12.1.14
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08-Mar-2017 01:15 EST
(9) Filed as an exhibit to CEVA’s Quarterly Report on Form 10-Q, filed with the Commission on August 9,
2006, and incorporated hereby by reference.
(10) Filed as an exhibit of the same number to CEVA’s Quarterly Report on Form 10-Q, filed with the Securities
and Exchange Commission on August 9, 2007, and incorporated hereby by reference.
(11) Filed as Exhibit 10.27 to CEVA’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange
Commission on November 9, 2007, and incorporated hereby by reference.
(12) Filed as Exhibit 99.1 to CEVA’s Current Report on Form 8-K, filed with the Securities and Exchange
Commission on November 7, 2007, and incorporated hereby by reference.
(13) Filed as an appendix to CEVA’s proxy statement for its 2011 annual meeting of stockholders filed with the
Securities and Exchange Commission on April 8, 2011.
(14) Filed as an exhibit to CEVA’s Current Report on Form 8-K, filed with the Securities and Exchange
Commission on February 5, 2016, and incorporated hereby by reference.
(15) Description filed in CEVA’s Current Report on Form 8-K, filed with the Securities and Exchange
Commission on February 5, 2016, and incorporated hereby by reference.
(16) Filed as an exhibit to CEVA’s Current Report on Form 8-K, filed with the Securities and Exchange
Commission on February 3, 2017, and incorporated hereby by reference.
(17) Filed as an exhibit to CEVA’s Quarterly Report on Form 10-Q, filed with the Commission on August 8,
2015, and incorporated hereby by reference.
(18) Filed as Exhibit 10.8 to CEVA’s Annual Report on Form 10-K filed with the Commission on March 15,
2012, and incorporated hereby by reference.
(19) Filed as an exhibit to CEVA’s Annual Report on Form 10-K filed with the Commission on March 11, 2016,
and incorporated hereby by reference.
(20) Description filed in CEVA’s Current Report on Form 8-K, filed with the Securities and Exchange
Commission on February 3, 2017, and incorporated hereby by reference.
† Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to
Item 15(c) of Form 10-K.
Filed herewith.
*