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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 000-49842
CEVA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
15245 Shady Grove Road, Suite 400, Rockville, MD 20850
(Address of principal executive offices)
77-0556376
(I.R.S. Employer
Identification No.)
20850
(Zip Code)
(240) 308-8328
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $.001 per share
Trading Symbol(s)
CEVA
Name of each exchange on which registered
The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
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 ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Non-accelerated filer ☐
Emerging growth company ☐
Accelerated filer ☐
Smaller reporting company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of June 30, 2021, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $787,381,106 based on
the closing sale price as reported on the National Association of Securities Dealers Automated Quotation System National Market System on June 30,
2021. 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 February 23, 2022
23,204,024 shares
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive Proxy Statement for its Annual Meeting of Stockholders to be held on June 2, 2022 (the “2022 Proxy Statement”) are
incorporated by reference into Item 5 of Part II and Items 10, 11, 12, 13, and 14 of Part III.
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
TABLE OF CONTENTS
PART I
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6. Reserved
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
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
PART III
Item 15. Exhibits and Financial Statement Schedules
Item
16.
Financial Statements
Form 10-K Summary
Signatures
PART IV
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F-1
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 our IP licensing business and Intrinsix design services are solid with a diverse customer base and myriad target markets;
● Our belief that we are well positioned to take full advantage of growing demand for smarter, connected devices and our strategies for capitalizing
on this industry shift;
● Our belief that the IP licensing environment continues to be healthy with strong demand for our product portfolio, in particular our wireless
connectivity technologies in China;
● Our belief that the adoption of our wireless connectivity and smart sensing IP products beyond our incumbency in the handset baseband market
continues to progress, and the concluded agreements for our connectivity and sensing products during the recent period illustrates the industry
demand for our diverse IP portfolio;
● Our belief that our PentaG platform for 5G handsets and 5G Broadband IoT endpoints is the most comprehensive baseband processor IP in the
industry today and provides newcomers and incumbents with a comprehensive solution to address the need for 5G processing for smartphones,
fixed wireless and a range of connected devices such as robots, cars, smart cities and other devices for industrial applications;
● Our belief that our specialization and technological edge in signal processing platforms for 5G RAN put us in a strong position to capitalize on the
growing 5G RAN across its new form factors, as well as small cells and private networks;
● Our belief that the growing market for TWS ear buds and smartwatches, and AR and VR headsets and other wearable assisted devices, offers an
incremental growth segment for us;
● Our belief that our SensPro™ scalable DSP architecture strengthens our market positions and enables us to expand our content in smartphones,
drones, consumer cameras, surveillance, automotive ADAS, voice-enabled devices and industrial IoT applications;
● Our belief that our unique capability to combine our Bluetooth IP, audio DSP IP and software for contextual aware user experience puts us in a
strong position to capitalize on the fast-growing True Wireless Stereo (TWS) markets of earbuds, smartwatches, hearing aids, device speakers,
PCs, and more;
● Our belief that the market opportunity for AI at the edge is on top of our existing product lines and represents new IP licensing and royalty drivers
for the company in the coming years;
● Statements regarding third-party estimates of industry growth and future market conditions, including the expectation that camera-enabled devices
incorporating computer vision and AI will exceed 1 billion units and devices incorporating voice AI will reach 600 million units by 2025;
● Our belief that the Hillcrest Labs sensor fusion business unit allows us to address an important technology piece used in personal computers,
robotics, TWS earbuds, smart TVs and many other smart sensing IP products;
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● Our belief that our Bluetooth, Wi-Fi, UWB, NB-IoT and 5G IPs allow us to expand further into IoT applications and substantially increase our
value-add and overall addressable market, which is expected to be more than 14 billion devices annually by 2026 based on ABI Research;
● Our beliefs regarding the impact of the Intrinsix acquisition, including it providing new growth vectors, new market reach and a broader revenue
base, and our ability to offer customers integrated IP solutions that combine CEVA’s standard, off-the-shelf IP together with Intrinsix’s NRE
design capabilities in RF, mixed-signal, security, high complexity digital design, chiplets and more;
● Our expectation that significant growth in royalty revenues will be derived from base station and IoT applications over the next few years,
including from a range of different products at different royalty ASPs, spanning from high volume Bluetooth to high value sensor fusion and base
station RAN;
● Our efforts with respect to managing demand, supply chain disruptions and shortages;
● Our expectations regarding competition;
● Our expectations with respect to future customers, contracts and revenues, including expectations regarding our customer pipeline, our expectation
that a significant portion of our future revenues will continue to be generated by a limited number of customers, and that international customers
will continue to account for a significant portion of our revenues for the foreseeable future, that an increasing portion of our new customers and
revenues will be derived from China and the remainder of the APAC region and that we will experience another growth year in royalty revenues;
● 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;
● 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; and
● Our expectations regarding the impact of COVID-19 on our business, operations, customers and the economy.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The forward-looking statements
contained in this report are based on information that is currently available to us and expectations and assumptions that we deem reasonable at the time the
statements were made. We do not undertake any obligation to update any forward-looking statements in this report or in any of our other communications,
except as required by law. All such forward-looking statements should be read as of the time the statements were made and with the recognition that these
forward-looking statements may not be complete or accurate at a later date.
Many factors may cause actual results to differ materially from those expressed or implied by the forward-looking statements contained in this
report. These factors include, but are not limited to, those risks set forth in 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.
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ITEM 1. BUSINESS
Company Overview
PART I
Headquartered in Rockville, Maryland, CEVA is the leading licensor of wireless connectivity and smart sensing technologies and integrated IP
solutions. We offer Digital Signal Processors, AI processors, wireless platforms and complementary software for sensor fusion, image enhancement,
computer vision, voice input and artificial intelligence, all of which are key enabling technologies for a smarter, more secure and more connected world.
Our state-of-the-art technology is included in more than 14 billion chips shipped to date for a diverse range of end markets. In 2021, more than 1.6 billion
CEVA-powered devices were shipped, equivalent to more than 50 devices every second.
Our IP products and solutions are licensed to customers who embed them into their system-on-chip (SoC) and microcontroller designs to create
power-efficient, intelligent and connected devices. Our customers include many of the world’s leading semiconductor and original equipment manufacturer
(OEM) companies targeting a wide variety of cellular and internet-of-things (IoT) end markets, including base station, mobile, PC, consumer, automotive,
robotics, industrial, aerospace and defense, and medical.
Our ultra-low-power IP offerings are deployed in devices for smart sensing and connectivity workloads. Our smart sensing portfolio includes
advanced technologies for cameras, microphones, sensor hubs and inertial measurement units (IMUs). Our camera platforms incorporate AI processors,
digital signal processor (DSP) cores, accelerators and software technologies for AI, computer vision and imaging. Our microphone technologies
incorporate DSP cores and software technologies for noise cancellation, echo cancellation and voice recognition. Our sensor hub DSPs serve as a hub for
AI and DSP processing workloads associated with a wide range of sensors including camera, Radar, LiDAR, Time-of-Flight, microphones and IMUs. Our
IMU technologies include processor-agnostic software supporting sensor processing of accelerometers, gyroscopes, magnetometers and optical flow, as
well as environmental sensors in devices. Our wireless portfolio includes LTE and 5G mobile broadband platforms for handsets and base station RAN, NB-
IoT for low bit rate cellular, UWB for high-precision localization, and Bluetooth and Wi-Fi technologies for wireless IoT. During 2021, we acquired
Intrinsix Corp. (Intrinsix), which adds a range of additional IP offerings to our portfolio in the areas of mixed signal, radio frequency (RF), security and
heterogeneous SoC interfaces.
For automotive applications such as autonomous driving and advanced driver assistance systems, the ISO 26262-compliant functional safety
standard's Automotive Safety and Integrity Level (ASIL) certification is essential for automotive SoCs used in safety critical applications such as
autonomous driving and advanced driver assistance systems (ADAS) applications. CEVA’s automotive-grade IP portfolio meets ASILs specific to each
application to help designers reduce supply chain risk and accelerate the design and verification of functional-safety compliant SoCs. CEVA’s SensPro™
sensor hub DSP IP has achieved certifications for ASIL B random fault and ASIL D systemic fault compliance.
CEVA is a sustainable and environmentally conscious company, adhering to our Code of Business Conduct and Ethics. As such, we emphasize
and focus on environmental preservation, recycling, the welfare of our employees and privacy – which we promote on a corporate level. At CEVA, we are
committed to social responsibility, values of preservation and consciousness towards these purposes.
Our revenue mix comprises primarily of IP licensing fees and related revenues, non-recurring engineering (NRE) 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
and chips. NRE revenue is associated with our recently acquired Intrinsix chip design business.
We were initially incorporated in Delaware on November 22, 1999 under the name DSP Cores, Inc. The current company was created through the
combination of the DSP IP licensing division of DSP Group, Inc. and Parthus Technologies plc (Parthus) in November 2002.
We have 476 employees worldwide, with research and development facilities in Israel, the United States, France, Ireland and the United Kingdom,
and sales and support offices throughout Asia Pacific (APAC), Sweden, France, Israel and the United States.
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Industry Background
DSP Cores
Digital signal processing is a key underlying technology in 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
for a vast majority of today's electronic products that are smart and connected, enabling the sensing and wireless communications capabilities (e.g. 5G
baseband and RAN processing, computer vision, deep neural network, sound processing and analytics).
Edge AI Hybrid Processors
Edge AI Hybrid processors are a new breed of processors targeted at cost- and power-sensitive intelligent devices that use interchangeable
workloads of traditional DSP and AI inferencing algorithms to enable intelligent vision, conversational AI, sensor fusion and contextual awareness. The
DSP is used to process conventional algorithms for imaging, vision, voice, sound, radar, among others, while the AI-related workloads such as
classification, pattern matching, prediction and detection are handled by a combination of DSPs and AI accelerators. These edge AI hybrid processors
perform all AI inferencing on the device, with no need for cloud-based processing. These processors aim to mimic the human brain, allowing them to
perform cognitive tasks for a wide range of functions, including vision, sound, real-time translation, user behavior and malware detection. Edge AI
processors will make their way into billions of devices in the coming years, including mobile, consumer, medical, industrial and automotive applications.
Short Range Wireless IPs
Wi-Fi, Bluetooth and ultra wideband (UWB) are key technologies for any company looking to address the IoT end market. Moreover, many
companies wish to integrate these connectivity technologies into SoC designs rather than provide connectivity through an additional chip in the system.
Yet, Wi-Fi and Bluetooth standards are constantly evolving, and the many new end applications are looking to benefit from these enhancements, which put
further pressure on time to market on SoC vendors. The advent of IoT has resulted in significant demand for connectivity IPs that addresses this burgeoning
market, among which are smart True Wireless Stereo earbuds, wearables, health monitoring, smart speakers, smart home appliances, and many other
consumer and IoT devices. 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.
Cellular IoT IPs
Cellular IoT, and specifically Narrowband IoT (NB-IoT) and Cat-1, have become key technologies for any company wishing to connect low
power IoT devices over long distances, using cellular networks. By its nature, cellular is a very complex technology, with most of the industry knowledge
held within a few large companies. By providing a licensable NB-IoT solution and low power DSP cores, we help companies overcome the entry barriers
to the cellular IoT market without undertaking the complex and expensive R&D to develop these technologies internally.
5G User Equipment and Infrastructure IPs
As 5G networks continue to be deployed globally, new use cases and applications that leverage the standard’s enormous bandwidth and ultra-low
latency are emerging, including fixed wireless access, private networks and vehicle-to-everything (V2X) communications, to name but a few. CEVA’s latest
generation CEVA-XC16 DSP and PentaG platform IP effectively lower the high entry barriers for network equipment manufacturers, IoT companies and
newcomers who wish to address these huge market opportunities by providing comprehensive IPs on which to build their 5G SoC and ASICs, while
reducing the time-to-market, risk, effort and associated cost.
Sensor Fusion
Inertial and environmental sensors based on micro-electromechanical systems (MEMS) are used in an increasing number of devices, including
smartphones, laptops, robots, TWS earbuds, smart TVs, remote controls, AR and VR headsets, drones and many other consumer and industrial devices.
The software required to process the sensor data and fuse the data from multiple sensors is complex and requires unique specialization. By licensing rather
than developing this sensor processing software in-house, companies can focus their efforts developing the applications that utilize the processed sensor
data to create differentiated, contextually aware devices.
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Chiplets
The development of monolithic SoCs at advanced nodes has become exponentially more expensive, and this, coupled with long design cycles and
manufacturing lead times, has led to the emergence of chiplets as a viable, cost-effective alternative. A chiplet is a sub processing unit or modular chip that
is combined together with other chiplets in a package connected together by die-to-die interconnects, to form a processor. This new approach to complex
chip design is a fast and less expensive way to build a processor, where chiplets can provide essential functionality like 5G connectivity and AI processing
within a modular processor design. By providing die-to-die interconnect IP and security and assurance IP for chiplets, along with full design services,
CEVA can help companies develop chiplets and address this burgeoning market.
Design Gap
The demand for connected and smart mobile, consumer, automotive, industrial, aerospace & defense and IoT devices continues to grow. These
devices require faster and low power connectivity, and a richer user experience that is aware and predictive. 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 connectivity technologies like
5G, Wi-Fi 6 and Bluetooth 5 and the diverse sensor related workloads required to make a device smart, such as advanced image enhancement, computer
vision, AI inferencing, voice and audio pre- and post- processing and motion sensor fusion 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’s Business
CEVA addresses the requirements of the mobile, RAN, consumer, automotive, robotics, industrial, aerospace & defense and IoT markets by
designing and licensing a broad range of robust processors, platforms and software which streamline the design of solutions for developing a wide variety
of application specific solutions that combine connectivity and smart sensing that involve primarily camera, microphone and IMU.
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, GPU and AI),
specialized connectivity software algorithms like sensor fusion, sound, memory and physical IPs from silicon intellectual property 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 complex DSPs like
scalar, vector, AI accelerators and related graph compiler, data connectivity modem and phy platforms. As a result, companies increasingly seek to license
these IPs from CEVA or a third-party community of developers.
Our Business Model
Our objective is for our CEVA wireless connectivity and smart sensing platforms to become the de facto technologies across the mobile,
consumer, automotive, robotics, industrial aerospace & defense 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 recently expanded our business model through the acquisition of Intrinsix to offer integrated IP solutions to licensees who require chip design services
to help integrate our IP into their chip designs. We believe this expanded business model will strengthen relationships with key customers, gain us access to
new customers and generate recurrent royalties.
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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. 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.
We operate a licensing, non-recurring engineering (NRE) and royalty business model. We typically charge a license fee for access to our hardware
technology and a royalty fee for each unit of silicon which incorporates our hardware or software technology. We also provide NRE services to customers
who require design expertise for their chip development programs.
License fees and NRE payments are invoiced in accordance with agreed-upon contractual terms. Royalties are reported and invoiced quarterly and
generally 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 and specialized AI platforms and software
incorporating all the necessary hardware and software for target applications. We also recognize chip design skills and expertise are scarce nowadays and
more companies are deciding to develop chips in-house, creating an even greater demand for IP and chip design services.
Our IP portfolio is strategically aligned to allow us to exploit the most lucrative “design gaps” in the growing demand for smarter, connected
devices. CEVA offers expertise developing complete solutions in a number of key growth markets, including, 5G cellular baseband, wireless wearables,
robots, automotive and IoT. For these markets, we offer a comprehensive portfolio of connectivity and smart sensing, which include various types of
specialized DSPs and platforms for 5G, computer vision, sound, AI, Wi-Fi, Bluetooth, UWB, NB-IoT solutions, sensor fusion, sound and security and
interconnectivity solutions for chiplets. We believe we are well positioned to take full advantage of this growing demand. To capitalize on this industry
shift, we intend to:
● develop and enhance our range of DSP cores and edge AI hybrid processors with additional features, performance and capabilities;
● develop and expand our short range wireless IPs and customer base, providing the newest standards and the most complete offerings to streamline
our customers’ deployments;
● continue to develop new generation of high performance DSPs and AI accelerators to pursue opportunities and grow our footprint in the 5G
handset, cellular IoT base station RAN market, automotive and headsets;
● go up the “value chain” by adding and charging for software for our voice our audio and IMU (Inertial Measurement Units) products
● expand our presence in AI for edge SoC market by capitalizing on our AI accelerators and CDNN graph compiler software technologies;
● continue to develop and enhance our range of complete and highly integrated platform solutions and to offer integrated IP solutions to our
licensing partners to deliver a complete and verified system solution, all the way up to full chip design;
● continue to prudently invest in strategic technologies that enable us to strengthen our presence in existing market or enter new addressable
markets;
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● 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 processor technologies, connectivity IPs and sensor fusion software 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 wireless connectivity and smart sensing platforms and integrated IP solutions for semiconductor companies and
OEMs serving the mobile, consumer, automotive, robotics, industrial, aerospace & defense and IoT markets. Our comprehensive platforms are
comprised of specialized DSPs coupled with an AI accelerator and other types of accelerators targeted for low power workloads, including 5G
baseband processing, intelligent vision, voice recognition, physical layer processing and sensor fusion. We also offer high performance DSPs
targeted for 5G RAN and Open RAN, Wi-Fi enterprise and residential access points, satellite communication and other multi-gigabit
communications. Our portfolio also includes a wide range of application software optimized for our processors, including voice front-end
processing and speech recognition, imaging and computer vision and sensor fusion. For sensor fusion, our Hillcrest Labs sensor processing
technologies provide a broad range of sensor fusion software and IMU solutions for AR/VR, robotics, remote controls and IoT. For wireless IoT,
we offer the industry’s most widely adopted IPs for Bluetooth (low energy and dual mode), Wi-Fi 4/5/6/6E (802.11n/ac/ax), UWB and NB-IoT.
Our categories of products include the following:
1) Wireless communications
● CEVA-XC vector DSPs for 5G handsets, gNodeB, 5G AAU and RRU systems, V2X, enterprise and residence Wi-Fi access points
● PentaG - 5G NR modem platform for UE and for non-handset 5G vertical markets like Fixed Wireless Access, Industry 4.0, robotics,
AR/VR devices that requires ultra-low-latency systems
2) AI and computer vision
● SensPro2 sensor hub platforms addressing imaging, vision, powertrain, applications, including DSP processors and a comprehensive
software portfolio
● NeuPro platforms for AI applications, in a form of integrated system including a combination of a dedicated AI processor, ultra-low
power acceleration, memory architecture and smart interfaces
● CDNN: deep neural network graph compiler that enables AI developers to automatically compile, optimize and run pre-trained
networks onto embedded devices
3) Sound
● CEVA-Bluebud wireless audio platform, CEVA-BX1, CEVA-BX2 and SensPpro2 DSPs, AI accelerators, algorithms and software
for sound-enabled application, including Whispro speech recognition and ClearVox, a complete voice front-end software package for
near and far-field voice-enabled devices
● Deep neural network compiler and tools
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4) Sensor Fusion
● MotionEngine, Sensor processing software, combining high accuracy 6-axis and 9-axis sensor fusion, dynamic sensor calibration,
and many application specific features such as cursor control, gesture recognition, activity tracking, context awareness, and AR/VR
stabilization
● Sensor Hub DSPs, that serve as a hub for AI and DSP processing workloads associated with a wide range of sensors including
camera, Radar, LiDAR, Time-of-Flight, microphones and inertial measurement units (IMUs)
5) Multipurpose DSP/controller
● CEVA-BX high level programmable, modern processors for a broad range of signal processing and control workloads
6) Wireless IoT
● RivieraWaves’ Bluetooth 5 (up to 5.3) dual mode and low energy platforms
● RivieraWaves’ Wi-Fi (4/5/6/6E up to 4x4) platforms
● Rivierawaves UWB platform
● Dragonfly NB2 - complete end-to-end offering for narrowband IoT (NB-IoT)
7) Chiplet
● Fortrix SecureD2D root-of-trust and security in chiplets
● Die-to-die chiplet interface IP
We deliver our DSP cores, platforms and AI processors in the form of a hardware description language definition (known as a soft core or a
synthesizable core). All CEVA 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, platforms and AI processors 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 cores,
platforms and AI processors. Platforms typically integrate a CEVA DSP core, hardware accelerators and coprocessors, optimized software, libraries and
tool chain. Our family of DSP-based platforms are targeted for baseband processing within cellular handsets, cellular IoT devices and base stations RAN,
wired communications, advanced imaging, computer vision and deep neural networks, and audio, voice and sensing and Internet-of-Things related
applications. Furthermore, our leading-edge technology portfolio, along with the chip design capabilities of Intrinsix, offers a holistic proposition for
incumbents and newcomers in the expanding semiconductor markets. We can offer these customers chip design services around our system platforms and
solutions to further reduce their risk in bringing products to market, all the way up to full chip design.
Customers
We have licensed our signal processing cores, platforms, AI processors and connectivity IPs 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, Ambiq, Artosyn, ASPEED, ASR Micro, Atmosic, Autotalks, Beken, Bestechnic, Broadcom, Celeno, Ceragon, Cirrus Logic, Dialog
Semiconductor, DSP Group, Espressif, FujiFilm, GCT Semi, Goodix, iCatch, ICOM, InPlay, Intel, iRobot, Itron, Leadcore, LG Electronics, LifeSignals,
Mediatek, Microchip, MorningCore, Nations, Nextchip, Nokia, Nordic Semi, Novatek, Nurlink, NXP, ON Semi, Optek, Oticon, Panasonic, Picocom, RDA,
Renesas, Rockchip, Rohm, Samsung, Sanechips, Sharp, SiFive, Siflower, SigmaStar, Socionext, Sony, Sonova, STMicroelectronics, Toshiba, Unisoc,
Vatics, Winner Micro, Yamaha and ZTE.
9
International Sales and Operations
Customers based in EME (Europe and Middle East) and APAC (Asia Pacific) accounted for 78% of our total revenues for 2021, 79% of our total
revenues for 2020 and 81% for 2019. Information on the geographic breakdown of our revenues and location of our long-lived assets is contained in Note
12 to our consolidated financial statements, which appear elsewhere in this annual report.
Sales and Marketing
We license our technology through a direct sales force. As of December 31, 2021, we had 36 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 signal processors, platforms, software solutions or connectivity products 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, 2021, we had 28 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.
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.
10
Research and Development and Non-recurring Engineering Design Services
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, and since our acquisition of Intrinsix in 2021, providing NRE design services. These efforts are largely driven by
current and anticipated customer and market needs.
Our research and development team consists of 362 engineers as of December 31, 2021, working in nine development centers located in Israel,
France, the United States, Ireland and the United Kingdom, including 51 engineers at Intrinsix either working on research and development projects or
providing NRE services for chip design. Our engineers possess significant experience in developing DSP cores and tools for 5G, computer vision, AI,
connectivity products (Wi-Fi and Bluetooth), NB-IoT, and sensor processing and sensor fusion software. In addition, we engage third party contractors with
specialized skills as required to support our research and development efforts.
Our NRE services address the most complex and time-critical integrated circuit design projects across the following major design service
domains: multi-processor digital SoC and FPGA design, mixed signal, analog, RF chip design and RF and Millimeter wave (RF/mmWave) chip design.
Additional services include design verification and physical design and silicon realization. All of these skillsets are scarce, highly sought after in today’s
semiconductor landscape and applicable to every vertical, from consumer and IoT through to automotive and aerospace and defense.
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, Intrinsix’s IP and NRE capabilities, 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. The following industry players and factors may have a significant
impact on our competitiveness:
● we compete directly in the signal processing cores space with Verisilicon, Cadence and Synopsys;
● we compete with CPU IP or configurable CPU IP (offering DSP configured CPU and/or DSP acceleration and/or connectivity capabilities to
their IP) providers, such as ARM, Synopsys and Cadence and the RISC-V open source;
● we compete with internal engineering teams at companies such as Mediatek, Qualcomm, Samsung, Huawei and NXP that may design
programmable DSP core products and signal processing cores in-house and therefore not license our technologies;
● we compete in the short range wireless markets with Mindtree, Synopsys and internal engineering teams at companies such as Cypress (now
part of Infineon), Silicon Labs and NXP;
● we compete in embedded imaging and vision market with Cadence, Synopsys, Videantis, Verislicon, ARM and Verisilicon;
● we compete in AI processor marketing with AI processor and accelerator providers, including AImotive, Arm Limited, Cadence, Synopsys,
Cambricon, Digital Media Professionals (DMP), Imagination Technologies, Nvidia open source NVDLA and Verisilicon;
● we compete in the audio and voice applications market with ARM, Cadence, Synopsys and Verisilicon; and
● we compete for chip design services in our main markets with WiPro and Cyient, and in the aerospace and defense markets with Marvel,
ASIC North and First Pass Engineering.
11
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 or neural network accelerator that is responsible for communication and video/audio/voice-related tasks, neural network
or in some cases connectivity capabilities. CPU companies, such as ARM, Cadence, and Synopsys have added DSP acceleration, CNN acceleration and /or
connectivity solutions and make use of it to provide platform solutions in the areas of baseband, video, imaging, vision, AI, 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, 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.
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. 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, Synopsys, Cadence and Videantis, as well as GPU IP providers such as ARM,
Imagination Technologies and Verisilicon; and
● in audio and voice applications market –ARM, 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, 2021, we hold 65 patents in the United States, five patents in Canada, 91 patents in the
EME (Europe and Middle East) region and 9 patents in Asia Pacific (APAC) region, totaling 170 patents, with expiration dates between 2022 and 2039. In
addition, as of December 31, 2021, we have nine patent applications pending in the United States, two pending patent applications in Canada, six pending
patent applications in the EME region, four pending global (PCT) patent applications and five pending patent applications in the APAC region, totaling 26
pending patent applications.
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.
12
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 signal processing cores and other technology offerings under this trademark.
Human Capital Resources
The table below presents the number of employees of CEVA as of December 31, 2021 by function and geographic location.
Total employees
Function
Research and development and NRE
Sales and marketing
Administration
Technical support
Location
Israel
France
Ireland
China
United States
United Kingdom
Elsewhere
Number
476
362
36
50
28
262
48
14
17
100
17
18
We believe we are a respected employer in the countries where we have operations, and, with the help of our employees, we strive to be a
responsible global corporate citizen and a more sustainable company. Our Code of Business Conduct and Ethics sets the standards of conduct of our
directors, officers and employees. In addition, in 2020, we adopted a Sustainability Policy that addresses matters related to our employees as well as data
privacy and security, resource conservation and recycling, and other environmental matters. In particular, our Sustainability Policy reflects our commitment
to diversity and equal opportunity, a harassment-free workplace, training, development and employee engagement, and human rights, health and safety, and
other matters relevant to employee well-being and the CEVA culture. The code is reviewed and updated periodically by our Board or Directors, and both
the code and our Sustainability Policy are available on our website at www.ceva-dsp.com.
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Our employees are not represented by any collective bargaining agreements, however, 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. We have never experienced a work stoppage. We believe our employee relations are
good.
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 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 COVID-19 pandemic, or other outbreak of disease or similar public health threat, could materially and adversely affect our business,
financial condition and results of operations.
The COVID-19 pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, and these measures
have impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors and suppliers.
Furthermore, the outbreak has significantly increased economic and demand uncertainty and negatively impacted consumer confidence. Any shortfall in
consumer spending or demand for consumer electronic products, such as due to social distancing and other restrictions, may negatively affect our business
and results of operations.
The spread of COVID-19 also has caused us to modify our business practices, and we may take further actions as may be required by government
authorities or that we determine are in the best interests of our employees, customers, and communities. Such actions may result in further disruptions to
our supply chain, operations and facilities, and workforce. We cannot assure you that such measures will be sufficient to mitigate the risks posed by
COVID-19, and our ability to perform critical functions could be harmed.
We cannot at this time quantify or forecast the full short-term and longer-term business impact of COVID-19. The degree to which COVID-19 impacts our
business, financial condition, and results of operations will depend on future developments, which are highly uncertain, and to what extent normal
economic and operating conditions can resume.
The markets in which we operate are highly competitive, and as a result we could experience a loss of sales, lower prices and lower revenues.
The markets for the products in which our technology is incorporated are highly competitive. Aggressive competition could result in substantial
declines in the prices that we are able to charge for our intellectual property or lose design wins to competitors. Many of our competitors are striving to
increase their share of the growing signal processing IP markets and are reducing their licensing and royalty fees to attract customers. The following
industry players and factors may have a significant impact on our competitiveness:
● we compete directly in the signal processing cores space with Verisilicon, Cadence and Synopsys;
● we compete with CPU IP or configurable CPU IP (offering DSP configured CPU and/or DSP acceleration and/or connectivity
capabilities to their IP) providers, such as ARM, Synopsys and Cadence and the RISC-V open source;
14
● we compete with internal engineering teams at companies such as Mediatek, Qualcomm, Samsung, Huawei and NXP that may design
programmable DSP core products and signal processing cores in-house and therefore not license our technologies;
● we compete in the short range wireless markets with Mindtree, Synopsys and internal engineering teams at companies such as Cypress
(now part of Infineon), Silicon Labs and NXP;
● we compete in embedded imaging and vision market with Cadence, Synopsys, Videantis, Verislicon, ARM and Verisilicon;
● we compete in AI processor marketing with AI processor and accelerator providers, including AImotive, Arm Limited, Cadence,
Synopsys, Cambricon, Digital Media Professionals (DMP), Imagination Technologies, Nvidia open source NVDLA and Verisilicon;
● we compete in the audio and voice applications market with ARM, Cadence, Synopsys and Verisilicon; and
● we compete for chip design services in our main markets with WiPro and Cyient, and in the aerospace and defense markets with Marvel,
ASIC North and First Pass Engineering.
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, Intrinsix’s IP and NRE
capabilities, overall chip cost, power consumption, flexibility, reliability, communication and multimedia software availability, design cycle time, tool
chain, customer support, name recognition, reputation and financial strength. Our inability to compete effectively on these bases could have a material
adverse effect on our business, results of operations and financial condition.
Our quarterly operating results fluctuate from quarter to quarter due to a variety of factors, including our lengthy sales cycle, and may not be a
meaningful indicator of future performance.
In some quarters our operating results could be below the expectations of securities analysts and investors, which could cause our stock price to
fall. Factors that may affect our quarterly results of operations in the future include, among other things:
● the gain or loss of significant licensees, partly due to our dependence on a limited number of customers generating a significant amount
of quarterly revenues;
● any delay in execution of any anticipated IP 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 IP licensing and related revenues, NRE 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;
● lengthy and unpredictable project approval and funding timelines characteristic of government agencies and other customers in the
aerospace and defense markets, coupled with the ability, and frequent election, of government agencies and their contractors to
discontinue programs with little or no advance notice;
● delays in the commercialization of end products that incorporate our technology;
● currency fluctuations, mainly the EURO and the NIS versus the U.S. dollar;
● fluctuations in operating expenses and gross margins associated with the introduction of, and research and development investments in,
new or enhanced technologies and adjustments to operating expenses resulting from restructurings;
● the approvals, amounts and timing of Israeli research and development government grants from the Israeli Innovation Authority of the
Ministry of Economy and Industry in Israel (the “IIA”), EU grants and French research tax credits;
15
● the impact of new accounting pronouncements, including the new revenue recognition rules;
● the timing of our payment of royalties to the IIA, which is impacted by the timing and magnitude of license agreements and royalty
revenues derived from technologies that were funded by grant programs of the IIA;
● statutory changes associated with research tax benefits applicable to French technology companies;
● our ability to scale our operations in response to changes in demand for our technologies;
● entry into new end markets that utilize our signal processing IPs, software and platforms;
● changes in our pricing policies and those of our competitors;
● restructuring, asset and goodwill impairment and related charges, as well as other accounting changes or adjustments;
● general political conditions, including global trade wars resulting from tariffs and business restrictions and bans imposed by government
entities, like the well publicized 2018 ban associated with ZTE, as well as other regulatory actions and changes that may adversely affect
the business environment;
● 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;
● delays in final product delivery due to unexpected issues introduced by our service or EDA tool providers;
● delays in ratification of standards for Bluetooth, Wi-Fi or NB-IoT that can affect the introduction of new products;
● constraints on chip manufacturing capacity due to high demand or shutdowns of semiconductor fabrication plants and other
manufacturing facilities; and
● reductions in demand for consumer and digital devices due to lockdowns or overall financial difficulties resulting from the ongoing
COVID-19 pandemic.
Each of the above factors is difficult to forecast and could harm our business, financial condition and results of operations. Also, we license our
technology to OEMs and semiconductor companies for incorporation into their end products for consumer markets, including handsets and consumer
electronics products. The royalties we generate are reported by our customers.
Our royalty revenues are affected by seasonal buying patterns of consumer products sold by OEMs, partially by our direct customers and partially
by semiconductor customers that incorporate our technology into their end products and the market acceptance of such end products. The first quarter in
any given year is usually a sequentially down quarter for us in relation to royalty revenues as this period represents lower post-Christmas fourth quarter
consumer product shipments. However, the magnitude of this first quarter decrease varies annually and has been impacted by global economic conditions,
market share changes, exiting or refocusing of market sectors by our customers and the timing of introduction of new and existing handset devices powered
by CEVA technology sold in any given quarter compared to the prior quarter. Furthermore, in 2020 and 2021 the worldwide COVID-19 pandemic and the
excepted recovery in economic activities created strong demand for chips that significantly surpasses the supply capacity for digital connectivity and
consumer devices, causing long lead times. This environment may continue throughout 2022 and distort more traditional seasonality trends.
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. Sales to UNISOC (formerly Spreadtrum Communications, Inc.),
accounted for 21%, 14% and 15% of our total revenues for 2021, 2020 and 2019, respectively. With respect to our royalty revenues, three royalty paying
customers each represented 10% or more of our total royalty revenues for 2021, and collectively represented 57% of our total royalty revenues for 2021.
Four royalty paying customers each represented 10% or more of our total royalty revenues for 2020, and collectively represented 72% of our total royalty
revenues for 2020, and three royalty paying customers each represented 10% or more of our total royalty revenues for 2019, and collectively represented
73% of our total royalty revenues for 2019. 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.
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Our business is dependent on IP licensing and NRE 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 IP 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 are 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.
In addition, we recently acquired Intrinsix, which derives revenues primarily from non-recurring engineering (NRE) payments as well as retains
certain IP assets. We believe significant portions of our anticipated future revenues will likely depend upon our success in attracting new customers to NRE
services, monetizing Intrinsix IP assets and expanding our relationships with existing Intrinsix customers. Revenues recognized from such arrangements
have historically varied significantly from period to period, depending on the number and size of deals closed during a quarter, as well as the timing of the
approval and funding processes of U.S. government agencies and their contractors that can be lengthy and difficult to predict. In addition, some Intrinsix’s
customers may in the future decide to satisfy their needs through in-house design and production. Our failure to obtain future customers for Intrinsix’s NRE
business and IP would also impede our future revenue growth and could materially harm our business.
Royalty and other payment rates could decrease for existing and future license agreements and other customer
agreements, which could materially adversely affect our operating results.
Royalty payments to us under existing and future license agreements could be lower than currently anticipated for a
variety of reasons. Average selling prices for semiconductor products generally decrease over time during the lifespan of a
product. In addition, there is increasing downward pricing pressures in the semiconductor industry on end products incorporating
our technology, especially end products for the handsets and consumer electronics markets. As a result, notwithstanding the
existence of a license agreement, our customers may demand that royalty rates for our products be lower than our historic royalty
rates. We have in the past and may be pressured in the future to renegotiate existing license agreements with our customers. In
addition, certain of our license agreements provide that royalty rates may decrease in connection with the sale of larger quantities
of products incorporating our technology. Furthermore, our competitors may lower the royalty rates for their comparable products
to win market share which may force us to lower our royalty rates as well. As a consequence of the above referenced factors, as
well as unforeseen factors in the future, the royalty rates we receive for use of our technology could decrease, thereby decreasing
future anticipated revenues and cash flow. Royalty revenues were approximately 41%, 48% and 45% of our total revenues for
2021, 2020 and 2019, 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 (including the recent COVID-19 pandemic and its global impact) or
changes in products mix. Furthermore, consolidation among our customers may increase the leverage of our existing customers to extract concessions from
us in royalty rates. Moreover, changes in products mix such as an increase in lower royalty bearing products shipped in high volume like low-cost feature
phones and Bluetooth-based products in lieu of higher royalty bearing products like LTE phones could lower our royalty revenues.
In addition, Intrinsix’s NRE hourly rates under existing and future agreements could be lower than currently anticipated for a variety of reasons,
including, for example, U.S. government regulation changes and pricing pressures from competitors in the aerospace and defense markets. As a result,
notwithstanding the existence of an agreement, our customers may demand that NRE rates, be lower than our historic rates. A significant decrease in our
NRE rates could also materially adversely affect our operating results.
We generate a significant amount of our total revenues, especially royalty 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.
A significant portion of our revenues in general, and in particular our royalty revenues, are derived from baseband for handsets. Any adverse
change in our ability to compete and maintain our competitive position in the handset baseband market, including through the introduction by competitors
of enhanced technologies that attract customers that target those markets, would harm our business, financial condition and results of operations. Moreover,
the handset baseband market is extremely competitive and is facing intense pricing pressures, and we expect that competition and pricing pressures will
only increase. Furthermore, it can be very volatile with regards to volume shipments of different phones, standards and connected devices due to inventory
build out or consumer demand changes or geographical macroeconomics, pricing changes, product discontinuations due to technical issues and timing of
introduction of new phones and products. Our existing OEM or semiconductor customers also may fail to introduce new handset devices that attract
consumers, lose a significant design opportunity for a new product introduction, or encounter significant delays in developing, manufacturing or shipping
new or enhanced products in those markets or find alternative technological solutions and suppliers. The inability of our 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. In particular, a customer’s loss of a design opportunity may have an adverse effect on our royalty revenues from such customer, which
in turn will also have an adverse effect on our overall results of operations and market share. As an example, Intel, one of our customers, did not have its
products selected for inclusion in a new smartphone series, and thereafter announced the sale of its 5G smartphone modem, as a result of which, our royalty
revenues from Intel will reach record low levels in 2022. Our overall royalty revenues will be negatively impacted if we fail to offset any loss of royalty
revenues from Intel, or any other loss of royalty revenues from a customer, with royalty revenues from other emerging products incorporating our
technologies. 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.
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In order to sustain the future growth of our business, we must penetrate new markets and our new products must achieve widespread market
acceptance but such additional revenue opportunities may not be implemented and may not be achieved.
In order to expand our business and increase our revenues, we must penetrate new markets and introduce new products, including additional non-
baseband related products. We have invested significant resources in pursuing potential opportunities for revenue growth and diversify our revenue
streams. Our continued success will depend significantly on our ability to accurately anticipate changes in industry standards and to continue to
appropriately fund development efforts to enhance our existing products or introduce new products in a timely manner to keep pace with technological
developments. However, there are no assurances that we will develop products relevant for the marketplace or gain significant market share in those
competitive markets. Moreover, if any of our competitors implement new technologies before us, those competitors may be able to provide products that
are more effective or at lower prices, which could adversely impact our sales and impact our market share. Our inability to penetrate new markets and
increase our market share in those markets or lack of customer acceptance of our new products may harm our business and potential growth.
Because our IP solutions are components of end products, if semiconductor companies and electronic equipment manufacturers do not
incorporate our solutions into their end products or if the end products of our customers do not achieve market acceptance, we may not be able to
generate adequate sales of our products.
We do not sell our IP solutions directly to end-users; we license our technology primarily to semiconductor companies and electronic equipment
manufacturers, who then incorporate our technology into the products they sell. As a result, we rely on our customers to incorporate our technology into
their end products at the design stage. Once a company incorporates a competitor’s technology into its end product, it becomes significantly more difficult
for us to sell our technology to that company because changing suppliers involves significant cost, time, effort and risk for the company. As a result, we
may incur significant expenditures on the development of a new technology without any assurance that our existing or potential customers will select our
technology for incorporation into their own product and without this “design win,” it becomes significantly difficult to sell our IP solutions. Moreover, even
after a customer agrees to incorporate our technology into its end products, the design cycle is long and may be delayed due to factors beyond our control,
which may result in the end product incorporating our technology not reaching the market until long after the initial “design win” with such customer. From
initial product design-in to volume production, many factors could impact the timing and/or amount of sales actually realized from the design-in. These
factors include, but are not limited to, changes in the competitive position of our technology, our customers’ financial stability, and our customers' ability to
ship products according to our customers’ schedule. Moreover, current economic conditions may further prolong a customer’s decision-making process and
design cycle.
Further, because we do not control the business practices of our customers, we do not influence the degree to which they promote our technology
or set the prices at which they sell products incorporating our technology. We cannot assure you that our customers will devote satisfactory efforts to
promote their end products which incorporate our IP solutions.
In addition, our royalties from licenses and therefore the growth of our business, are dependent upon the success of our customers in introducing
products incorporating our technology and the success of those products in the marketplace. The primary customers for our products are semiconductor
design and manufacturing companies, system OEMs and electronic equipment manufacturers, particularly in the telecommunications field. All of the
industries we license into are highly competitive, cyclical and have been subject to significant economic downturns at various times. These downturns are
characterized by production overcapacity and reduced revenues, which at times may encourage semiconductor companies or electronic product
manufacturers to reduce their expenditure on our technology. If we do not retain our current customers and continue to attract new customers, our business
may be harmed.
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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 in general in which we participate. 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 IP 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 78% of our total revenues for 2021, 79% for 2020 and 81% for 2019 were derived from customers located outside of the United
States. We expect that international customers will continue to account for a significant portion of our revenues for the foreseeable future. As a result, the
occurrence of any negative international political, economic or geographic events could result in significant revenue shortfalls. These shortfalls could cause
our business, financial condition and results of operations to be harmed. Some of the risks of doing business internationally include:
● unexpected changes in regulatory requirements;
● fluctuations in the exchange rate for the U.S. dollar;
● imposition of tariffs and other barriers and restrictions, including trade tensions such as U.S.-China trade tensions;
● potential negative international community’s reaction to the U.S. Tax Cuts and Jobs Act;
● burdens of complying with a variety of foreign laws, treaties and technical standards;
● uncertainty of laws and enforcement in certain countries relating to the protection of intellectual property;
● multiple and possibly overlapping tax structures and potentially adverse tax consequences;
● political and economic instability, including terrorist attacks and protectionist polices; and
● changes in diplomatic and trade relationships.
Revenues from customers located in the Asia Pacific region account for a substantial portion of our total revenues. We expect that revenue from
international sales generally, and sales to the Asia Pacific region specifically, will continue to be a material part of our total revenues. Therefore, any
financial crisis, trade negotiations or disputes or other major event causing business disruption in international jurisdictions generally, and in specific
countries in the Asia Pacific region in particular, could negatively affect our future revenues and results of operations. For example, in 2018, the U.S.
Department of Commerce’s Bureau of Industry and Security’s initial ban on exports of U.S. products to Chinese telecommunications OEM ZTE disrupted
ZTE’s operations, which caused delays with our engagements with ZTE and negatively impacted our royalty revenues. Actions of any nature with respect
to such customers may reduce our revenues from them and adversely affect our business and financial results.
New tariffs, trade measures and other geopolitical risks and instability could adversely affect our consolidated results of operations, financial
position and cash flows.
Tensions between the U.S. and China have been escalating since 2018 and are not fully resolved yet, and a number of factors may exacerbate
these tensions in the future. In addition, the recent movement of Russian military units into provinces in Eastern Ukraine has resulted in increased sanctions
against Russia, and could also increase China/Taiwan political tensions and U.S./China trade and other relations. Trade tensions between the U.S. and
China and other geopolitical instabilities have resulted, and could in the future result, in significant tariff increases, sanctions against specified entities, and
the broadening of restrictions and license requirements for specified uses of products. For example, the ongoing geopolitical and economic uncertainty
between the U.S. and China, the unknown impact of current and future U.S. and Chinese trade regulations and other geopolitical risks with respect to China
and Taiwan, may cause disruptions in the semiconductor industry and its supply chain, decreased demand from customers for the ultimate products using
our IP solutions, or other disruptions which may, directly or indirectly, materially harm our business, financial condition and results of operations. In
addition, critical metals and materials used in semiconductors, such as Palladium, are sourced in the Russia, and sanctions against Russia could impact the
semiconductor supply chain. In addition, while tariffs and other retaliatory trade measures imposed by other countries on U.S. goods have not yet had a
significant impact on our business or results of operations, our revenues are increasingly originated in China and the broader APAC region, and we cannot
predict further developments. Thus, existing or future tariffs could have a material adverse effect on our consolidated results of operations, financial
position and cash flows. Furthermore, further changes in U.S. trade policy could trigger retaliatory actions by affected countries, which could impose
restrictions on our ability to do business in or with affected countries or prohibit, reduce or discourage purchases of our products by foreign customers and
higher prices for our products in foreign markets. For example, there are risks that the Chinese government may, among other things, require the use of
local suppliers, compel companies that do business in China to partner with local companies to conduct business and provide incentives to government-
backed local customers to buy from local suppliers. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and
cause our sales and revenues to drop, which could materially and adversely impact our business and results of operations.
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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, and in the current environment where many employees have become accustomed to
remote work environments and frequent job changes, integration of employees into our company culture and retention of employees is becoming
increasingly difficult. 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 and NRE solutions is lengthy, and even approved projects may have structured payment terms, which makes forecasting
of our customer orders and revenues difficult.
The sales cycle for our IP solutions and NRE services 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. Purchasing
decisions also may be delayed because of a customer’s internal budget approval process or from the involvement of U.S. government agencies for project
and budgetary approvals. In addition, 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. Furthermore, even approved projects may be
subject to tranche or milestone-based payment structures, rather than upfront payments, which may cause delays in our performance of the relevant work
and revenue recognition. 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 and NRE services 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 and NRE services 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.
Intrinsix’s business relies heavily on contracts with U.S. government prime contractors, which exposes us to business volatility and risks, including
government budgeting cycles and appropriations, potential early termination of contracts, procurement regulations, governmental policy shifts,
security requirements, audits, investigations, sanctions and penalties.
Historically, Intrinsix has derived a significant portion of its revenues as a subcontractor to U.S. government prime contractors and has had some
contracts directly with the U.S. government. U.S federal government agencies, including the Department of Defense (DoD), are subject to budgetary
constraints, and our continued performance under our contracts with these agencies and their prime contractors, or award of additional contracts from these
agencies or their prime contractors, could be jeopardized by spending reductions or budget cutbacks at these agencies. The funding of U.S. government
programs is uncertain and dependent on continued congressional appropriations and administrative allotment of funds based on an annual budgeting
process, which is often responsive to myriad factors, including changes in political or public support for security and defense programs, uncertainties
associated with the current global threat environment and other geo-political matters, and adoption of new laws or regulations relating to government
contracting or changes to existing laws or regulations. These and other factors could cause governmental agencies to reduce their engagements for Intrinsix
products and services under existing contracts, to exercise their rights to terminate contracts at-will or to abstain from renewing contracts, any of which
would cause our revenue to decline and could otherwise harm our business, financial condition and results of operations. Given its acquisition by CEVA,
Inc., Intrinsix is no longer eligible for certain types of direct government contracts set aside for qualifying small businesses, which also could potentially
reduce revenue from government contracts.
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In addition, changes in federal law, government procurement policy, priorities, regulations, technology initiatives and/or requirements may also
negatively impact our potential for growth in the aerospace and defense space. New laws, regulations or procurement requirements or changes to current
ones (including, for example, regulations related to cybersecurity, supply chain integrity, privacy, information protection, and cost accounting) can
significantly increase our costs and risks and reduce our profitability.
As a company performing government contracts and subcontracts, we are also subject to additional regulations and compliance obligations,
including related to accounting and billing, contract administration, government property, ethics and conflicts of interest, intellectual property, national
security, and socioeconomic requirements. As a government contractor and subcontractor, we are and may become subject to audits, investigations, claims,
disputes, enforcement actions. These matters could divert financial and management resources and result in administrative, civil or criminal litigation,
arbitration or other legal proceedings and across a broad array of matters, and could in administrative, civil or criminal fines, penalties or other sanctions,
non-monetary relief or actions such as suspension or debarment from government contracts or suspension of export/import privileges, and otherwise harm
our business and our ability to obtain and retain government contract-related awards. An investigation, claim, dispute, enforcement action or litigation,
even if unsubstantiated or fully indemnified or insured, could also negatively impact our reputation, thereby making it substantially more difficult to
compete successfully for business, obtain and retain awards or obtain adequate insurance in the future, and could have a material adverse effect on our
business, financial condition and results of operations.
Our success will depend on our ability to successfully manage our geographically dispersed operations.
Most of our research and development staff is located in Israel. We also have research and development teams in France, Ireland, the United
Kingdom and United States (following our acquisitions of Intrinsix in May 2021 and the Hillcrest Labs business from InterDigital in July 2019).
Accordingly, our ability to compete successfully will depend in part on the ability of a limited number of key executives located in geographically
dispersed offices to manage our research and development staff and integrate them into our operations to effectively address the needs of our customers and
respond to changes in our markets. If we are unable to effectively manage and integrate our remote operations, our business may be materially harmed.
Our operations in Israel may be adversely affected by instability in the Middle East region.
One of our principal research and development facilities is located in Israel, and most of our executive officers and some of our directors are
residents of Israel. Although substantially all of our sales currently are 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 and attempted terrorist attacks, military responses to terrorist attacks, other military actions, including illegal invasion of
sovereign countries, or governmental action in response to or in anticipation of a terrorist attack or civil unrest or foreign invasion, may adversely affect
prevailing economic conditions, resulting in work stoppages, reduced consumer spending or reduced demand for end products that incorporate our
technologies. These developments subject our worldwide operations to increased risks and, depending on their magnitude, could reduce net sales and
therefore could have a material adverse effect on our business, financial condition and operating results.
Our research and development expenses may increase if the grants we currently receive from the Israeli government are reduced or withheld.
We currently receive research grants mainly from programs of the IIA. We recorded an aggregate of $3,843,000, $3,042,000 and $5,843,000 in
2021, 2020 and 2019, 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 may vary from year to year and quarter to quarter, and we have no control on the
timing of such payment.
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The nature of our business requires the application of complex revenue recognition rules. Significant changes in U.S. generally accepted
accounting principles, or GAAP, including the adoption of the new revenue recognition rules, could materially affect our financial position and
results of operations.
We prepare our financial statements in accordance with GAAP, which is subject to interpretation or changes by the Financial Accounting
Standards Board, or FASB, the SEC, and other various bodies formed to promulgate and interpret appropriate accounting principles. New accounting
pronouncements and changes in accounting principles have occurred in the past and are expected to occur in the future, which may have a significant effect
on our financial results. For example, pursuant to the new revenue recognition rules, effective as of January 1, 2018, an entity recognizes sales and usage-
based royalties as revenue only when the later of the following events occurs: (1) the subsequent sale or usage occurs or (2) the performance obligation to
which some or all of the sales-based or usage-based royalty allocated has been satisfied (or partially satisfied). Recognizing royalty revenue on a lag time
basis is not permitted. As a result, the royalties we generate from customers is based on royalty of units shipped during the quarter as estimated by our
customers, not a quarter in arrears that we previously report. Adoption of this standard and any difficulties in implementation of changes in accounting
principles, including uncertainty associated with royalty revenues for the quarter based on estimates provided by our customer, could cause us to fail to
meet our financial reporting obligations, which could result in regulatory discipline and harm investors’ confidence in us.
The Israeli tax benefits that we currently receive and the government programs in which we participate require us to meet certain conditions and
may be terminated or reduced in the future, which could increase our tax expenses.
We enjoy certain tax benefits in Israel, particularly as a result of the “Approved Enterprise” and the “Benefited Enterprise” status of our facilities
and programs through 2019, and the “Technological Preferred Enterprise” status of our facilities and programs since 2020. To maintain our eligibility for
these tax benefits, we must continue to meet certain conditions, relating principally to adherence to the investment program filed with the Investment
Center of the Israeli Ministry of Industry and Trade and to periodic reporting obligations. Should we fail to meet such conditions, these benefits would be
cancelled and we would be subject to corporate tax in Israel at the standard corporate rate (23% in 2021) and could be required to refund tax benefits
already received. Additionally, if we increase our activities outside of Israel, for example, by acquisitions, our increased activities may not be eligible for
inclusion in Israeli tax benefit programs. The termination or reduction of certain programs and tax benefits or a requirement to refund tax benefits already
received may seriously harm our business, operating results and financial condition.
We may have exposure to additional tax liabilities as a result of our foreign operations.
We are subject to income taxes in the United States and various foreign jurisdictions. In addition to our significant operations in Israel, we have
operations in Ireland, France, the United Kingdom, China and Japan. Significant judgment is required in determining our worldwide provision for income
taxes and other tax liabilities. In the ordinary course of a global business, there are many intercompany transactions and calculations where the ultimate tax
determination is uncertain. We are regularly under audit by tax authorities. Our intercompany transfer pricing may be reviewed by the U.S. Internal
Revenue Service and by foreign tax jurisdictions. Although we believe that our tax estimates are reasonable, due to the complexity of our corporate
structure, the multiple intercompany transactions and the various tax regimes, we cannot assure you that a tax audit or tax dispute to which we may be
subject will result in a favorable outcome for us. If taxing authorities do not accept our tax positions and impose higher tax rates on our foreign operations,
our overall tax expenses could increase.
Our failure to maintain certain research tax benefits applicable to French technology companies may adversely affect the results of operations of
our RivieraWaves operations.
Pursuant to our acquisition of the RivieraWaves operations, we will benefit from certain research tax credits applicable to French technology
companies, including, for example, the Crédit Impôt Recherche (“CIR”). The CIR is a French tax credit aimed at stimulating research activities. The CIR
can be offset against French corporate income tax due and the portion in excess (if any) may be refunded every three years. The French Parliament can
decide to eliminate, or reduce the scope or the rate of, the CIR benefit, at any time or challenge our eligibility or calculations for such tax credits, all of
which may have an adverse impact on our results of operations and future cash flows.
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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. This has resulted in an increase
in foreign exchange loss during 2021 as compared to 2020 due to the devaluation of our Euro cash balances as the U.S. dollar strengthened significantly
during this period as compared to the Euro.
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 IP licensing arrangements with first time customers on which we do not
have full visibility 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 the credit exposure of our customers have not been material, future losses, if incurred, could harm our business and have a material
adverse effect on our operating results and financial condition.
Our product development efforts are time-consuming and expensive and may not generate an acceptable return, if any.
Our product development efforts require us to incur substantial research and development expense. Our research and development expenses were
approximately $72.5 million, $62.0 million and $52.8 million for 2021, 2020 and 2019, respectively. We may not be able to achieve an acceptable return, if
any, on our research and development efforts.
The development of our products is highly complex. We occasionally have experienced delays in completing the development and introduction of
new products and product enhancements, and we could experience delays in the future. Unanticipated problems in developing products could also divert
substantial engineering resources, which may impair our ability to develop new products and enhancements and could substantially increase our costs.
Furthermore, we may expend significant amounts on research and development programs that may not ultimately result in commercially successful
products. Our research and development expense levels have increased steadily in the past few years. As a result of these and other factors, we may be
unable to develop and introduce new products successfully and in a cost-effective and timely manner, and any new products we develop and offer may
never achieve market acceptance. Any failure to successfully develop future products would have a material adverse effect on our business, financial
condition and results of operations.
If we are unable to meet the changing needs of our end-users or address evolving market demands, our business may be harmed.
The markets for signal processing IPs are characterized by rapidly changing technology, emerging markets and new and developing end-user
needs, and requiring significant expenditure for research and development. We cannot assure you that we will be able to introduce systems and solutions
that reflect prevailing industry standards, on a timely basis, meet the specific technical requirements of our end-users or avoid significant losses due to
rapid decreases in market prices of our products, and our failure to do so may seriously harm our business. Further, we cannot assure you that the markets
we chose to invest in will continue to be significant sources of revenue in the future. For example, while we have acquired Intrinsix in part to enter the
aerospace and defense market, we could fail to realize the benefits of the acquisition of the U.S. government reduces spending on defense research.
We may face difficulties in integrating Intrinsix into our business and offering turnkey IP solutions.
We completed our acquisition of Intrinsix in the second quarter of 2021. We believe this acquisition will allow us to further support our customers
with integrated IP solutions that will combine CEVA and Intrinsix IP along with Intrinsix’s design capabilities toward on the creation of highly optimized
IP, which in turn will strengthen relationships with customers, generate recurrent royalties and more. However, we may not be able effectively manage the
integration of acquired personnel, operations, and technologies successfully, or effectively manage the combined operations following the acquisition,
which may prevent us from achieving anticipated benefits from the acquisition. In addition, our efforts to with respect to turnkey IP services and solutions
will take longer than normal sales cycles as we move up the management levels of our customers and sell, generally, a more complex product and service
combination. Succeeding in these efforts will require additional investment, training and changes that will introduce additional risk, cost and may introduce
the possibility to customers that we are now competitors. If we do not succeed in these efforts, we will not reap the anticipated benefits of our acquisition of
Intrinsix, which could have a material adverse effect on our business, financial condition and results of operations.
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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;
● 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 IP 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.
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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 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 and general economic conditions in the semiconductor industry, including
significant supply chain disruption.
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. Various market data suggests that the semiconductor industry may be facing such a negative cycle presently, especially in the global handset
market. The semiconductor industry has also faced significant global supply chain issues as a result of the impact of the COVID-19 pandemic (both on
demand for devices to enable wireless connectivity and remote environments and on supply from the related imposition of government restrictions on
staffing and facility operations) as well as other trends such as the increasing demand for semiconductors in automobiles, which together have resulted in
the inability of fabrication plants to produce sufficient quantities of chips to meet demand, supply chain shortages and other disruptions. Numerous factors,
such as the ongoing pandemic or further trade tensions between the U.S. and China, may prolong or deepen these challenges faced by the industry.
Volatility or declines in the semiconductor industry could cause substantial fluctuations or declines in our revenues and results of operations.
If we determine that our goodwill and intangible assets have become impaired, we may incur impairment charges, which would negatively impact
our operating results.
Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. Under accounting principles generally
accepted in the United States of America, we assess potential impairment of our goodwill and intangible assets at least annually, as well as on an interim
basis to the extent that factors or indicators become apparent that could reduce the fair value of any of our businesses below book value. Impairment may
result from significant changes in the manner of use of the acquired asset, negative industry or economic trends and significant underperformance relative
to historic or projected operating results. If we determine that our goodwill and intangible assets have become impaired, we may incur impairment charges,
which could negatively impact our operating results.
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 United States, Republic of Ireland and France. A substantial portion of our
taxable income historically has been generated in Israel, and starting in 2020, also in France. Although our Israeli and Irish subsidiaries are taxed at rates
lower than the U.S. tax rates, the tax rates in these jurisdictions could nevertheless result in a substantial increase as a result of withholding tax expenses
with respect to which we are unable to obtain a refund from the relevant tax authorities. Our French entity tax rate is 26.5% and higher than current 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. 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 net operating losses to offset interest income. In addition, our Israeli interest income
also may be taxed both in Israel and the U.S due to different Controlled Foreign Corporation rules. Last, a mix of our revenues in each of these locations
may change the mix of our taxable income, and as a result, our overall tax rate may increase, as we encountered in 2021, specifically due to higher taxes in
France.
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The anti-takeover provisions in our certificate of incorporation and bylaws could prevent or discourage a third party from acquiring us.
Our certificate of incorporation and bylaws contain provisions that may prevent or discourage a third party from acquiring us, even if the
acquisition would be beneficial to our stockholders. Our board of directors also has the authority to fix the rights and preferences of shares of our preferred
stock and to issue such shares without a stockholder vote. Our bylaws also place limitations on the authority to call a special meeting of stockholders. We
have advance notice procedures for stockholders desiring to nominate candidates for election as directors or to bring matters before an annual meeting of
stockholders. In addition, these factors may also adversely affect the market price of our common stock, and the voting and other rights of the holders of
our common stock.
Our stock price may be volatile so you may not be able to resell your shares of our common stock at or above the price you paid for them.
Announcements of developments related to our business, announcements by competitors, quarterly fluctuations in our financial results, changes in the
general conditions of the highly dynamic industry in which we compete or the national economies in which we do business, and other factors could cause
the price of our common stock to fluctuate, perhaps substantially. For example, if we fail to achieve our near term financial guidance, or fail to show overall
business growth and expansion, our stock price may significantly decline. 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 Rockville, Maryland, where we conduct research and development and administration activities in a 9,913 square
foot facility under a lease expiring in 2028. We also have principal offices where we conduct research and development, sales and marketing and
administration activities in Herzliya, Israel, where have a 53,971 square foot facility lease expiring 2025; Sophia Antipolis, France, where we have a 7,535
square foot facility lease expiring in 2024; and Marlborough, Massachusetts, where we have a 10,775 square foot facility lease expiring in 2029.
We also lease seven other buildings for our main additional engineering, sales, marketing, administrative, support, operations and design centers,
including two other facilities located in each of the U.K. and Ireland and one other facility located in each of the U.S., China and Japan. Together with our
principal offices, these eleven facilities cover an aggregate of approximately 100,803 square feet, ranging from 1,713 square feet to 53,971 square feet, with
lease terms expiring from 2022 to 2034.
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.
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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 65, has served as our Chief Executive Officer since May 2005. He joined our board of directors in January 2010. Mr.
Wertheizer has 38 years of experience in the semiconductor and silicon intellectual property 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 53, 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 56, 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.
Michael Boukaya, age 47, has served as our Chief Operating Officer since April 2019. Prior to this position, Mr. Boukaya served as our Vice
President and General Manager of the wireless business unit since 2014. Previously, Mr. Boukaya served as VP and Chief Architect with overall
responsibility for the research and development of next generation DSP cores, wireless platform architectures and multimedia processors. Before joining
CEVA, he was with DSP Group, Inc., holding different engineering and research and development management positions. Mr. Boukaya holds a B.Sc. in
Electronic Engineering from the Technion Technology Institute, graduated from Executive Program of Stanford Graduate School of Business, and holds
several patents on DSP technology.
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PART II
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 23, 2022, there were approximately 501 holders of record, which we believe represents approximately
34,100 beneficial holders.
Equity Compensation Plan Information
Information as of December 31, 2021 regarding options, SARs, RSUs and PSUs granted under our stock plans and remaining available for
issuance under those plans will be contained in the definitive 2022 Proxy Statement for the 2022 annual meeting of stockholders to be held on June 2, 2022
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, 2021.
2022 Annual Meeting of Stockholders
We anticipate that the 2022 annual meeting of our stockholders will be held virtually on June 2, 2022.
Dividends
We have historically not paid dividends and have no foreseeable plans to pay dividends.
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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.
CEVA, Inc.
NASDAQ Composite
S&P 500
12/31/16
12/31/17
12/31/18
12/31/19
12/31/20
100.00
100.00
100.00
137.56
129.64
121.83
65.85
125.96
116.49
80.36
172.18
153.17
135.63
249.51
181.35
12/31/21
128.89
304.85
233.41
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, 2016, through December 31, 2021, with the cumulative total return on The NASDAQ Global Market (U.S.) Composite
Index and the S&P 500 Index.
This graph assumes the investment of $100 in our common stock (at the closing price of our common stock on December 31, 2016), the NASDAQ
Global Market (U.S.) Composite Index and the S&P 500 Index on December 31, 2016, 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.
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ITEM 6. RESERVED
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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, 2021, both appearing elsewhere in this annual report.
Headquartered in Rockville, Maryland, CEVA is the leading licensor of wireless connectivity and smart sensing technologies and integrated IP
solutions for a smarter, more secure and more connected world. We offer Digital Signal Processors, AI processors, wireless platforms and complementary
software for sensor fusion, image enhancement, computer vision, voice input and artificial intelligence. During 2021, we acquired Intrinsix Corp.
(Intrinsix), which provides chip design expertise and a range of additional IP in the areas of mixed signal, RF, security and heterogeneous System-on-Chip
(SoC) interfaces.
Our IP products and solutions are licensed to customers who embed them into their SoC and microcontroller designs to create power-efficient,
intelligent, secure and connected devices. Our customers include many of the world’s leading semiconductor and original equipment manufacturer (OEM)
companies targeting a wide variety of cellular and IoT end markets, including mobile, PC, consumer, automotive, robotics, industrial, aerospace and
defense and medical.
Our ultra-low-power IP offerings are deployed in devices for smart sensing and connectivity workloads. Our smart sensing portfolio includes
advanced technologies for cameras, microphones, sensor hubs and inertial measurement units (IMU). Our camera platforms incorporate AI processors,
digital signal processor (DSP) cores, accelerators and software technologies for AI, computer vision and imaging. Our microphone technologies
incorporate DSP cores and software technologies for noise cancellation, echo cancellation and voice recognition. Our sensor hub DSPs serve as a hub for
AI and DSP processing workloads associated with a wide range of sensors including camera, Radar, LiDAR, Time-of-Flight, microphones and inertial
measurement units (IMUs). Our IMU technologies include processor agnostic software supporting sensor processing of accelerometers, gyroscopes,
magnetometers and optical flow, as well as environmental sensors in devices. Our wireless portfolio includes LTE and 5G mobile broadband platforms for
handsets and base station RAN, NB-IoT for low bit rate cellular, UWB for high-precision localization, and Bluetooth and Wi-Fi technologies for wireless
IoT.
We believe the acquisition of Intrinsix will allow us to further support our customers with integrated IP solutions that will combine CEVA and
Intrinsix IP along with Intrinsix’s design capabilities toward the creation of highly optimized IP. We believe this will in turn strengthen our relationships
with customers, generate recurrent royalties and more. Furthermore, Intrinsix’s experience and customer base in the growing chip development programs
with the U.S. Department of Defense and the Defense Advanced Research Projects Agency (DARPA) together with its IP offerings for processor security
and chiplets will extend CEVA’s serviceable market and revenue base.
CEVA is a sustainability and environmentally conscious company. We have adopted both a Code of Business Conduct and Ethics and a
Sustainability Policy, in which we emphasize and focus on environmental preservation, recycling, the welfare of our employees and privacy – which we
promote on a corporate level. At CEVA, we are committed to social responsibility, values of preservation and consciousness towards these purposes.
We believe that our IP licensing business and chip design expertise are solid with a diverse customer base and myriad target markets. Our state-of-
the-art technology has shipped in more than 14 billion chips to date for a wide range of end markets. Every second, more than fifty devices sold worldwide
are powered by CEVA.
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We believe the adoption of our wireless connectivity and smart sensing IP products beyond our incumbency in the handset baseband market
continues to progress. In particular, we are currently experiencing exceptional interest for our wireless connectivity platforms, in both traditional and new
areas. Reflecting this trend, ten of the twenty IP licensing and non-recurring engineering (NRE) deals concluded in the fourth quarter of 2021 were for
Bluetooth and Wi-Fi wireless connectivity. Notably, we signed an agreement with a lead OEM customer for the next generation Wi-Fi 7 technology which
we are developing today.
We believe the following key elements represent significant growth drivers for the company:
● CEVA is a player in mobile handsets, the largest space of the semiconductor industry. Our customers use our technologies for baseband and
voice processing. Our key customer currently has a strong foothold in low-tier LTE smartphones and feature phones markets which continue
to experience strong momentum.
● The royalty we derive from premium-tier smartphones is higher on average than that of mid and low-tier smartphones due to more DSP
content that bears a higher royalty average selling price (ASP). Looking ahead, we believe our PentaG platform for 5G handsets and 5G
Broadband IoT endpoints is the most comprehensive baseband processor IP in the industry today and provides newcomers and incumbents
with a comprehensive solution to address the need for 5G processing for smartphones, fixed wireless access and a range of connected devices
such as robots, cars, smart cities and other devices for industrial applications. In the fourth quarter, we signed a comprehensive agreement for
our PentaG platform with a Japanese OEM for the nationwide deployment of 5G fixed wireless access in Japan.
● Our specialization and technological edge in signal processing platforms for 5G base station RAN, including Remote Radio Units (RRU),
Active Antenna Units (AAU), Base Band Units (BBU) and Distributed Units (DU) put us in a strong position to capitalize on the growing 5G
RAN across its new form factors such as V-RAN, C-RAN and O-RAN, as well as small cells and private networks.
● Our broad Bluetooth, Wi-Fi, Ultra Wide Band (UWB) and NB-IoT IPs allow us to expand further into the high volume IoT applications and
substantially increase our value-add. Our addressable market size for Bluetooth, Wi-Fi, UWB and NB-IoT is expected to be more than 14
billion devices annually by 2026 based on ABI Research. In 2021, we reported all-time record high shipments of devices enabled by our
Bluetooth, Wi-Fi and cellular IoT IPs of 1.1 billion units, up 79% year-over-year.
● The growing market for True Wireless Stereo (TWS) earbuds, smartwatches, AR and VR headsets, and other wearable assisted devices, offers
an incremental growth segment for us. To better address this market, our WhisPro speech recognition technology and ClearVox voice input
software are offered in conjunction with our audio/voice DSPs.
● Our unique capability to combine our Bluetooth IP, audio DSP IP and software for contextual aware user experience puts us in a strong
position to capitalize on the fast-growing True Wireless Stereo (TWS) markets of earbuds, smartwatches, hearing aids, device speakers, PCs
and more. Our recently announced BlueBud platform integrates all of these technologies, lowering the entry barriers for semiconductors and
OEMs to develop differentiated, high-performance solution for TWS devices. During the fourth quarter, we concluded our fourth BlueBud
license agreement.
● Our second generation SensPro2 sensor hub DSP family provides highly compelling offerings for any sensor-enabled device and application
such as smartphones, automotive safety (ADAS), autonomous driving (AD), drones, robotics, security and surveillance, augmented reality
(AR) and virtual reality (VR), Natural Language Processing (NLP) and voice recognition. Per research from Yole Développement, camera-
enabled devices incorporating computer vision and AI are expected to exceed 1 billion units, and devices incorporating voice AI are expected
to reach 600 million units by 2025. This new DSP architecture enables us to address the transformation in devices enabled by these
applications, and expand our footprint and content in smartphones, drones, consumer cameras, surveillance, automotive ADAS, voice-enabled
devices and industrial IoT applications. In the fourth quarter we signed 2 deals for SensPro, targeting AI in automotive and next-generation
computing.
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● Neural networks are increasingly being deployed in a wide range of camera-based devices in order to make these devices “smarter.” To
address this significant and lucrative opportunity, our NeuPro-S™ a second-generation family of AI processors for deep learning at the edge,
brings the power of deep learning to the device, without relying on connectivity to the cloud. We believe this market opportunity for Edge AI
at the edge represents new IP licensing and royalty drivers for the company in the coming years.
● Our Hillcrest Labs sensor fusion business unit allows us to address an important technology piece used in personal computers, robotics, TWS
earbuds, smart TVs and many other smart sensing IP products, for smart sensing, in addition to our existing portfolio for camera-based
computer vision and AI processing, and microphone-based sound processing. MEMS-based inertial and environmental sensors are used in an
increasing number of devices, including robotics, smartphones, laptops, tablets, TWS earbuds, headsets, remote controls and many other
consumer and industrial devices. Hillcrest Labs’ innovative and proven MotionEngine™ software supports a broad range of merchant sensor
chips and is licensed to OEMs and semiconductor companies that can run the software on CEVA DSPs or a variety of RISC CPUs. The
MotionEngine software expands and complements CEVA’s smart sensing technology. Hillcrest Labs’ technology has already shipped in more
than 200 million devices, indicative of its market traction and excellence. Along with our SensPro sensor fusion processors, our licensees can
now benefit from our capabilities as a complete, one-stop-shop for processing all classes and types of sensors.
As a result of our diversification strategy beyond baseband for handsets, and our progress in addressing those new markets under the base station
and IoT umbrella, we continue to experience significant growth in shipments and royalty revenues derived from base station and IoT product category
(formerly referred to as non-handset products). Unit shipments for this category were up 25% year-over-year in the fourth quarter of 2021 to 333 million
units and up 69% for the full year ended December 31, 2021, to more than 1.3 billion units. We expect royalty growth to continue in this product category
for the next few years. These devices are comprised of a range of different products at different royalty ASPs, spanning from high volume Bluetooth to
high value sensor fusion and base station RAN. The royalty ASP of our other products will be in between the two ranges.
CURRENT TRENDS
We believe that as the continuing digital transformation drives industries to become connected and intelligent, our ubiquitous technology and
collaborative business model present a significant and secular growth prospect. We intend to continue to capitalize on the semiconductor momentum with
our AI, connectivity and other product lines, and our customer pipeline at the end of the year is historically high. We believe our key customers are keenly
receptive to our products road map and priorities and willing to expand the scope of engagements with us, and anticipate that an increasing share of new
customers and revenues will be derived from China and the remainder of the APAC region.
Our licensing, NRE and related revenues business is expected to continue to expand as we benefit from multiple growth vectors where we excel,
in particular 5G, Wi-Fi 6 & 7, Edge AI and wearables and hearables. In addition, our new integrated IP solution offerings and expanded access to the
lucrative aerospace and defense markets as a result of our acquisition of Intrinsix present further compelling opportunities. In royalties, we expect our base
station & IoT product category to have a noticeable contribution to royalties in 2022, with royalties from base station RAN, Bluetooth, Wi-Fi and sensor
fusion being the main drivers and outgrow their respective markets. Overall, we forecast another growth year in royalty revenues, where the strength of our
base station & IoT royalty drivers more than offsetting the anticipated declines in royalty revenues from Intel following the sale of its 5G smartphone
modem business and in handset baseband royalties as the remaining 4G smartphones from a Tier 1 OEM are phased out over the course of the year.
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The ongoing COVID-19 pandemic and related public health measures has also materially affected how we and our customers are operating our
businesses, and have materially affected our operating results, though we are encouraged by the persistent design activities of our customers and interests in
our products and by recent indicators relating to our base station and IoT product category. During 2020, the world encountered new trends and different
seasonality than what we have experienced in prior years. Some consumer electronics products sold well, and some new technologies were widely adopted
due to social distancing and other restrictions. Nonetheless, prolonged measures to contain the spread of coronavirus pose uncertainty for economic
activities. In particular, in emerging markets where our primary exposure is in low tier handsets, COVID-19 has had a negative impact. While the impact
from COVID-19 on our financial results for the years ended December 31, 2021 and 2020 was not material, we are currently unable to determine or predict
the nature, duration or scope of the overall impact the pandemic will have on our business, results of operations, liquidity or capital resources for the year
2022. For example, as of the date of this filing, while we see positive activity in our IP licensing and pipeline of deals, customers in the semiconductor
space from whom we collect royalties are experiencing more pressure on their operations due to, among other reasons, longer manufacturing lead times as
semiconductor demand surpasses supply and severe pandemic infections in large markets like India and Brazil may lead to lock downs and related
reduction in economic activities. We will continue to closely monitor the effects of the ongoing pandemic on our operations, employees and customers.
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.
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.
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The following is a description of principal activities from which we generate revenue. Revenues are recognized when control of the promised
goods or services are transferred to the customers in an amount that reflects the consideration that we expect to receive in exchange for those goods or
services.
We determine revenue recognition through the following steps:
● identification of the contract with a customer;
● identification of the performance obligations in the contract;
● determination of the transaction price;
● allocation of the transaction price to the performance obligations in the contract; and
● recognition of revenue when, or as, we satisfy a performance obligation.
We enter into contracts that can include various combinations of products and services, as detailed below, which are generally capable of being
distinct and accounted for as separate performance obligations.
We generate our revenues from (1) licensing intellectual properties, which in certain circumstances are modified for customer-specific
requirements, (2) royalty revenues and (3) other revenues, which include revenues from NRE payments and from support, training and sale of development
systems and chips. 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, which provide our customers with rights to use our IP, in accordance with ASC 606.
A license may be perpetual or time limited in its application. In accordance with ASC 606, we recognize revenue from IP license at the time of delivery
when the customer accepts control of the IP, as the IP is functional without professional services, updates and technical support. We have concluded that
our IP license is distinct as the customer can benefit from the software on its own.
Most of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance
obligations separately, if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price
basis. Stand-alone selling prices of IP license are typically estimated using the residual approach. Stand-alone selling prices of services are typically
estimated based on observable transactions when these services are sold on a standalone basis.
When contracts involve a significant financing component, we adjust the promised amount of consideration for the effects of the time value of
money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provide the customer with a significant benefit of
financing, unless the financing period is under one year and only after the products or services were provided, which is a practical expediency permitted
under ASC 606.
Revenues from contracts that involve significant customization of our IP to customer-specific specifications are performance obligations we
generally account for as performance obligations satisfied over time. Our performance obligation does not create an asset with alternative use, and we have
an enforceable right to payment. We recognize revenue on such contracts using cost based input methods, which recognize revenue and gross profit as work
is performed based on a ratio between actual costs incurred compared to the total estimated costs for the contract. 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 the sale of the product incorporating our IP occurs. 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. For a majority of
our revenues, we receive the actual sales data from our customers after the quarter ends and accounts for it as unbilled receivables. When we do not receive
actual sales data from the customer prior to the finalization of its financial statements, royalty revenues are recognized based on our estimation of the
customer’s sales during the quarter. 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.
35
We recently acquired Intrinsix, which derives revenues primarily from NRE payments. Revenues that are derived from NRE payments are
performance obligations that are recognized over time as the services are rendered. For time-and-materials contracts, the performance obligation is satisfied
and revenue is recognized over time as the services are performed. Generally, contracts call for billings on a time-and-materials basis; however, in instances
when a fixed-fee contract is signed, revenue is recognized over time, based on an input method of labor costs expended, relative to total expected labor
costs to complete the contract.
In addition to license and NRE fees, contracts with customers generally contain an agreement to provide for training and post contract support,
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 consider the post contract support performance obligation as a
distinct performance obligation that is satisfied over time, and as such, 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 the sale of development systems and chips are recognized when control of the promised goods or services are transferred to the
customers.
Deferred revenues, which represent a contract liability, include unearned amounts received under license and NRE agreements, unearned technical
support and amounts paid by customers not yet recognized as revenues.
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). ASC 350 allows an entity to first assess
qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. If the qualitative assessment does not result in
a more likely than not indication of impairment, no further impairment testing is required. If an entity elects not to use this option, or if an entity determines
that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the entity prepares a quantitative analysis to determine
whether the carrying value of a reporting unit exceeds its estimated fair value. If the carrying value of a reporting unit exceeds its estimated fair value, the
entity recognizes an impairment of goodwill for the amount of this excess, in accordance with the guidance in FASB Accounting Standards Update (ASU)
No. 2017-04, Intangibles - Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment. For each of the three years for the period ended
December 31, 2021, no impairment of goodwill has been 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 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. We
have not recorded any such impairment charge during the years presented.
36
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.
Income Taxes
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 record 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 make predictions of the amounts 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, 2020 and 2021 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 14 to our Consolidated Financial
Statements for the year ended December 31, 2021 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.
We are subject to taxation in the United States, as well as a number of foreign jurisdictions. In December 2017, the United States enacted U.S. tax
reform. The legislation implements many new U.S. domestic and international tax provisions. Some aspects of U.S. tax reform still remain unclear, and
although additional clarifying guidance has been issued (by the Internal Revenue Services, and the U.S. Treasury Department), there are still some areas
that may not be clarified for some time. Also, many of U.S. states have not yet updated their laws to take into account the new federal legislation. As a
result, there may be further impact of the new laws on our future results of operations and financial condition. It is possible that U.S. tax reform, or
interpretations under it, could change and could have an adverse effect on us, and such effect could be material.
We have elected to account for global intangible low-taxed income (GILTI) as a current-period expense when incurred. Legislation and clarifying
guidance are expected to continue to be issued by the U.S. Treasury Department and various states in 2022, which could have a material adverse impact on
the value of our U.S. deferred tax assets, result in significant changes to currently computed income tax liabilities for past and current tax periods, and
increase our future U.S. tax expense.
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. Equity-based
compensation primarily includes restricted stock unit (RSUs), as well as options, stock appreciation right (SAR), performance-based stock units (PSUs)
and employee stock purchase plan awards.
37
We elect the straight-line recognition method for awards subject to graded vesting based only on a service condition and the accelerated method
for awards that are subject to performance or market. The fair value of each RSU and PSU (excluding PSUs based on market condition awards) is the
market value as determined by the closing price of the common stock on the grant date. We estimate the fair value of PSU based on market condition
awards on the date of grant using the Monte Carlo simulation model.
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, “Investments 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.
Starting on January 1, 2020, as a result of the adoption of ASC 326, available-for-sale debt securities with an amortized cost basis in excess of
estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Expected credit losses on
available-for-sale debt securities are recognized in financial income, net, on our consolidated statements of income (loss), and any remaining unrealized
losses, net of taxes, are included in accumulated other comprehensive income (loss) in stockholders' equity. The determination of credit losses requires
significant judgment and actual results may be materially different from our estimates. The amount of credit losses recorded for the years ended
December 31, 2021 and 2020 was immaterial. We determine realized gains or losses on sale of marketable securities using a specific identification method
and records such gains or losses as financial income, net.
Prior to 2020, we recognized an impairment charge when a decline in the fair value of our investments in debt securities below the cost basis of
such securities was considered 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 were deemed other-than-temporarily impaired, the
amount of impairment was recognized in the statement of income (loss) and was limited to the amount related to credit losses, while impairment related to
other factors was recognized in other comprehensive income (loss). During the year ended December 31, 2019, no other-than temporary impairment were
recorded related to our marketable securities.
Recently Adopted Accounting Pronouncement
In December 2019, the FASB issued Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for
Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. ASU 2019-12 is effective for annual reporting periods, and interim
periods within those years, beginning after December 15, 2020. The adoption of the new guidance did not have a material impact on our consolidated
financial statements.
Recently Issued Accounting Pronouncement
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract
Liabilities from Contracts with Customers (ASU 2021-08), which clarifies that an acquirer of a business should recognize and measure contract assets and
contract liabilities in a business combination in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with
Customers (Topic 606). This guidance will be effective for us in the first quarter of 2023 on a prospective basis, with early adoption permitted. We are
currently evaluating the impact of the new guidance on our consolidated financial statements.
38
RESULTS OF OPERATIONS
The following table presents line items from our consolidated statements of income (loss) as percentages of our total revenues for the periods
indicated:
Consolidated Statements of Income (Loss) Data:
Revenues:
Licensing, NRE 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 (loss)
Financial income, net
Remeasurement of marketable equity securities
Income before taxes on income
Taxes on income
Net income (loss)
Discussion and Analysis
2019
2020
2021
54.9%
45.1%
100.0%
11.6%
88.4%
60.6%
14.2%
13.6%
2.2%
90.6%
(2.2)%
3.8%
—
1.6%
1.5%
0.1%
52.3%
47.7%
100.0%
10.7%
89.3%
61.8%
11.9%
14.1%
2.3%
90.1%
(0.8)%
3.3%
—
2.5%
4.9%
(2.4)%
59.4%
40.6%
100.0%
13.7%
86.3%
59.1%
10.5%
11.7%
2.2%
83.5%
2.8%
0.2%
1.6%
4.6%
4.3%
0.3%
Below we provide information on the significant line items in our consolidated statements of income (loss) 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
2019
2020
2021
$
87.2 $
—
100.3
$
15.1%
122.7
22.3%
We derive a significant amount of revenues from a limited number of customers. Sales to UNISOC represented 21%, 14% and 15% of our total
revenues for 2021, 2020 and 2019, respectively. Sales to Intel represented 6%, 15% and 19% of our total revenues for 2021, 2020 and 2019, respectively,
and are expected to decline significantly in future periods following the sale of its 5G modem business. Generally, the identity of our other customers
representing 10% or more of our total revenues varies from period to period, especially with respect to our licensing customers as we generate licensing
revenues generally from new customers on a quarterly basis. With respect to our royalty revenues, three royalty paying customers each represented 10% or
more of our total royalty revenues for 2021, and collectively represented 57% of our total royalty revenues for 2021. Four royalty paying customers each
represented 10% or more of our total royalty revenues for 2020, and collectively represented 72% of our total royalty revenues for 2020. Three royalty
paying customers each represented 10% or more of our total royalty revenues for 2019, and collectively represented 73% of our total royalty revenues for
2019. We expect that a significant portion of our future revenues will continue to be generated by a limited number of customers. The concentration of our
customers is explainable in part by consolidation in the semiconductor industry. The loss of any significant customer could adversely affect our near-term
future operating results.
39
The following table sets forth the products and services as percentages of our total revenues in each of the periods set forth below:
Year ended December 31,
2020
2019
2021
Connectivity products (baseband for handset and other devices,
Bluetooth, Wi-Fi, NB-IoT, and SATA/SAS)
Smart sensing products (AI, sensor fusion, audio/sound and imaging
and vision)
81%
19%
78%
22%
73%
27%
We expect to continue to generate a significant portion of our revenues for 2021 from the above products and services.
Licensing, NRE and related revenue
Licensing, NRE and related revenue (in millions)
$
Change year-on-year
2019
2020
2021
47.9 $
—
52.5
$
9.7%
72.8
38.7%
Total 2021 licensing, NRE and related revenue reached a new all-time record high, due to the contribution of the acquisition of Intrinsix on May
31, 2021 to our revenues, and from diversification of technologies, markets, new and recurring customers and overall sales execution. The increase in
licensing, NRE and related revenues from 2019 to 2020 principally reflected an increase in Bluetooth and base station licensing deals, partially offset by
decreased revenues from licensing of handset baseband and vision products.
For 2022, our licensing, NRE and related revenues business is expected to continue to expand as we benefit from multiple growth vectors where
we excel, in particular 5G, Wi-Fi 6 & 7, Edge AI and wearables and hearables. In addition, our new integrated IP solution offerings and expanded access to
the lucrative aerospace & defense markets via Intrinsix present further compelling opportunities for years to come.
Our licensing, NRE and related revenues business hit another record high number of license agreements signed, reaching 73, of which 25 were
first-time customers. Our customer pipeline at the end of the year was historically high. We believe our key customers are keenly receptive to our products
road map and priorities and willing to expand the scope of engagements with us.
Licensing, NRE and related revenue accounted for 59.4% of our total revenues for 2021, compared with 52.3% and 54.9% of our total revenues
for 2020 and 2019, respectively.
Royalty Revenues
Royalty revenues (in millions)
Change year-on-year
2019
2020
2021
$
39.3 $
—
47.8
$
21.8%
49.9
4.3%
We generate royalty revenues from our customers who ship units of chips incorporating our technologies. Our royalty revenues represent what our
customers shipped during any quarter, or our best estimates for such shipments. The royalty rate is based either on a certain percent of the chipset price or a
fixed amount per chipset based on volume discounts.
40
Based on internal data and Strategy Analytics’ provisional worldwide shipment data, CEVA’s worldwide market share of handset baseband chips
that incorporate our technologies represented approximately 17%, 26% and 26% of the worldwide baseband volume in 2021, 2020 and 2019, respectively,
and accounted for approximately 43%, 53% and 67% of our total royalty revenues for 2021, 2020 and 2019, respectively.
Our 2021 royalty revenue reached to a new record high. The main growth driver was attributed to our base station and IoT product categories,
which increased 28% in revenue compared to 2020, reaching a new high of $28.6 million, up from $22.3 million in 2020. Our technologies are being
deployed in wearables, PCs, smart TVs, robot vacuum cleaners, surveillance cameras and in plenty of other IoT devices are key drivers for that growth. On
5G RAN, a key customer of ours released for field testing new 5G RAN products enabled by our latest and most advanced DSP, the XC16 and we hope to
enjoy new royalties from this in 2022. Overall, we also believe that this growth trend will continue into 2022, although we cannot assess its magnitude and
timing. The increase in royalty revenues partially offset by lower handset baseband based royalties, as a large US based handset OEM moved to 5G, for
which it uses chips from a competitor.
Total shipments in 2021 increased 24% year-over-year to over 1.6 billion units, up from 1.3 billion in 2020. Total shipment volume in 2019 was 1
billion. Annual shipments of base station & IoT customers reached a new record of 1.3 million units in 2021, up significantly 69% year-over-year.
The five largest royalty-paying customers accounted for 68% of our total royalty revenues for 2021, compared to 76% of our total royalty
revenues for 2020 and 84% of our total royalty revenues for 2019.
Geographic Revenue Analysis
United States
Europe, Middle East (EME) (2)
Asia Pacific (APAC) (1)
(1) China
(2) Germany
*) Less than 10%
2019
16.6
21.5
49.0
2020
(in millions, except percentages)
19.0% $
24.7% $
56.3% $
20.8
12.0
67.5
20.8% $
11.9% $
67.3% $
2021
26.7
6.9
89.1
33.2
16.1
38.1% $
18.5%
51.7
*)
51.6% $
*)
67.5
*)
$
$
$
$
$
21.8%
5.6%
72.6%
55.0%
*)
A majority of our revenues during the past three years have originated in the APAC region, with China representing the largest revenue share of
countries in the APAC region. The increase in revenues in absolute dollars and percentage terms in APAC from 2020 to 2021 was due to strong execution
in licensing of our wireless platforms for Bluetooth, Wi-Fi and 5G. Bluetooth royalties from customers in China also showed strong growth year over year.
The increase in revenues in absolute dollars and percentage terms in APAC from 2019 to 2020 was due to strong licensing execution and higher royalties
from our base station and IoT product lines.
The increase in revenues in absolute dollars and percentage terms in the United States from 2020 to 2021 reflected NRE revenues following the
acquisition of Intrinsix, coupled with good licensing execution for our Wi-Fi platforms. The increase in revenues in absolute dollars and percentage terms
in the United States from 2019 to 2020 reflected mainly higher royalties from one customer that moved its billing process from EME to the United States,
which also explained the decrease in EME revenues in absolute dollars and percentage terms.
The decrease in revenues in absolute dollars and percentage in the EME region from 2020 to 2021 primarily reflected lower royalties from one
customer that moved its billing process from EME to the United States and an overall weaker licensing environment during the year.
41
Cost of Revenues
Cost of revenues (in millions)
Change year-on-year
2019
2020
2021
$
10.1 $
—
10.7
$
6.4%
16.8
56.5%
Cost of revenues accounted for 13.7% of our total revenues for 2021, compared to 10.7% of our total revenues for 2020 and 11.6% of our total
revenues for 2019. The absolute dollar increases in cost of revenues for 2021 as compared to 2020 principally reflected higher service costs for our
customers, mainly due to incorporating for the first time, salary and related NRE costs associated with the Intrinsix business. The absolute dollar increase
in cost of revenues for 2020 as compared to 2019 principally reflected higher salaries and related costs (partially due to salary and related costs associated
with the Hillcrest Labs employees being included in the results for the first half of 2020, which costs were not incurred for the first half of 2019), higher
payments to the Israeli Innovation Authority of the Ministry of Economy and Industry in Israel (the IIA), higher materials related to the Hillcrest Labs
business and higher amortization cost related to acquired assets (Immervision technologies), partially offset by lower customization work for our licensees,
lower third-party IP costs associated with the NB-IoT product line and lesser travel due to COVID-19.
Cost of revenues includes labor-related costs and, where applicable, costs related to overhead, subcontractors, materials, travel, royalty expenses
payments to the IIA, amortization of acquired assets and non-cash equity-based compensation expenses. In 2021, cost of revenues also includes for the
first-time salary and related NRE costs and amortization of acquired assets associated with the Intrinsix business. Non-cash equity-based compensation
expenses included in cost of revenues for the years 2021, 2020 and 2019 were $818,000, $639,000, and $630,000, 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. Amortization of acquired assets related to the purchase of
a license of NB-IoT technologies in the first quarter of 2018, to a strategic investment in Immervision in the third quarter of 2019, and to certain intangible
assets associated with the Intrinsix acquisition in the second quarter of 2021. Our amortization charges were $1.6 million, $0.7 million and $0.4 million for
2021, 2020 and 2019, respectively.
We anticipate that our cost of revenues will increase in 2022 as compared to 2021 in the amount of approximately $12.5 million, due mainly to our
operating the Intrinsix business on a full year basis, compared to only a seven month period in 2021.
Operating Expenses
Research and development, net
Sales and marketing
General and administration
Amortization of intangible assets
Total operating expenses
Change year-on-year
2019
2020
(in millions)
2021
52.8 $
12.4 $
11.8 $
1.9 $
78.9 $
—
62.0
11.9
14.1
2.3
$
$
$
$
$
90.3
14.4%
72.5
12.9
14.3
2.7
102.4
13.3%
$
$
$
$
$
The increase in total operating expenses for 2021 as compared to 2020 principally reflected (1) higher salary and employee-related costs, which
mainly include: (i) higher number of research and development personnel, including first time salary and related costs associated with the Intrinsix
employees; and (ii) higher currency exchange expenses as a result of the devaluation of the U.S. dollar against the Israeli NIS and the Euro, (2) higher
professional services cost associated with the Intrinsix transaction, and (3) higher facilities expenses, partially offset by lower allowance for credit losses.
The increase in total operating expenses for 2020 as compared to 2019 principally reflected (1) higher salary and employee-related costs, mainly due to
higher headcount, and the inclusion of salary and related costs associated with the Hillcrest Labs employees for the first half of 2020, which costs were not
incurred for the first half of 2019 as the acquisition of the Hillcrest Labs business was consummated in July 2019, (2) lower research grants received from
the IIA, and (3) higher non-cash equity-based compensation expenses.
42
Research and Development Expenses, Net
Research and development expenses, net (in millions)
$
Change year-on-year
2019
2020
2021
52.8 $
—
62.0
$
17.3%
72.5
16.9%
The net increase in research and development expenses for 2021 as compared to 2020 principally reflected (1) higher salary and employee-related
costs, which mainly include: (i) a higher number of research and development personnel, including first time salary and related costs associated with the
Intrinsix employees; (ii) Holdback Merger Consideration costs for the Intrinsix executives; and (iii) higher currency exchange expenses as a result of the
devaluation of the U.S. dollar against the Israeli NIS and the Euro, (2) lower Crédit Impôt Recherche (CIR) received from the French tax authorities, and
(3) higher facilities expenses. The net increase in research and development expenses for 2020 as compared to 2019 principally reflected (1) higher salary
and employee-related costs, mainly due to higher headcount, and the inclusion of salary and related costs associated with the Hillcrest Labs employees for
the first half of 2020, which costs were not incurred for the first half of 2019 as the acquisition of the Hillcrest Labs business was consummated in July
2019, (2) lower research grants received, mainly from the IIA, and (3) higher non-cash equity-based compensation expenses, partially offset by higher CIR
granted. The average number of research and development personnel in 2021 was 310, compared to 298 in 2020 and 273 in 2019. The number of research
and development personnel was 311 at December 31, 2021 as compared to 304 in 2020 and 289 in 2019.
We anticipate that our research and development expenses cost will continue to increase in 2022, mainly as we continue to support new customers
and reinforce our leadership with disciplined investments in research and development costs, which contribute to the licensing revenues and further down
the road to royalty revenues, as well as from operating the Intrinsix business on a full year basis, compared to only a seven month period in 2021. We
anticipate research and development costs will increase in 2022, compared to 2021, by approximately $6.5 million.
Research and development expenses, net of related government grants and French research tax benefits applicable to CIR, were 59.1% of our total
revenues for 2021, as compared with 61.8% for 2020 and 60.6% for 2019. We recorded research grants under funding programs of $3,595,000 in 2021,
compared with $2,844,000 in 2020 and $5,643,000 in 2019. We recorded UK tax credits and CIR benefits of $2,547,000, $3,485,000 and $2,513,000 for
2021, 2020 and 2019, 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
2021, 2020 and 2019 were $7,287,000, $6,874,000 and $5,857,000, respectively. Research and development expenses are net of related government
research grants, UK tax credits 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
2019
2020
2021
12.4 $
—
11.9
$
(3.7)%
12.9
8.0%
The increase in sales and marketing expenses for 2021 as compared to 2020 principally reflected higher salary and employee related costs, mainly
associated with the Intrinsix employees, and higher commission expenses, partially offset by lower non-cash equity-based compensation expenses. The
decrease in sales and marketing expenses for 2020 as compared to 2019 principally reflected lesser travel and physical marketing activities and events (like
trade shows), but more digital related activities at lesser costs, due to COVID-19, partially offset by higher non-cash equity-based compensation expenses.
43
Sales and marketing expenses as a percentage of our total revenues were 10.5% for 2021, as compared with 11.9% for 2020 and 14.2% for 2019.
The total number of sales and marketing personnel was 36 in 2021, as compared with 35 in 2020 and 33 in 2019. Sales and marketing expenses consist
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 2021, 2020 and 2019 were $1,626,000, $2,038,000 and $1,495,000, respectively.
General and Administrative Expenses
General and administrative expenses (in millions)
$
Change year-on-year
2019
2020
2021
11.8 $
—
$
14.1
19.2%
14.3
1.3%
The slight increase in general and administrative expenses for 2021 as compared to 2020 principally reflected higher professional services cost
associated with the Intrinsix transaction and higher salaries and employee related costs, partially offset by lower allowance for credit losses and lower non-
cash equity-based compensation expenses. The increase in general and administrative expenses for 2020 as compared to 2019 principally reflected higher
allowance for credit losses and higher non-cash equity-based compensation expenses.
General and administrative expenses as a percentage of our total revenues were 11.7% for 2021, as compared with 14.1% for 2020 and 13.6% for
2019. The total number of general and administrative personnel was 50 in 2021, as compared with 34 in 2020 and 32 in 2019. 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, allowance for credit losses and non-cash equity-based
compensation expenses. Non-cash equity-based compensation expenses included in general and administrative expenses for the years 2021, 2020 and 2019
were $3,324,000, $4,085,000 and $2,736,000, respectively.
Amortization of Intangible Assets
Our amortization charges were $2.7 million, $2.3 million and $1.9 million for 2021, 2020 and 2019 respectively. The amortization charges in 2019
were incurred in connection with the amortization of intangible assets associated with (1) the acquisition of RivieraWaves in July 2014, which was fully
amortized in 2019 (2) the acquisition of the Hillcrest Labs business in July 2019, and (3) the strategic investment in Immervision in August 2019. The
amortization charges in 2020 were incurred in connection with the amortization of intangible assets associated with (1) the acquisition of the Hillcrest Labs
business, and (2) the strategic investment in Immervision. The amortization charges in 2021 were incurred in connection with the amortization of intangible
assets associated with (1) the acquisition of the Hillcrest Labs business, (2) the strategic investment in Immervision, and (3) the acquisition of Intrinsix in
2021. As of December 31, 2021, the net amount of intangible assets associated with the acquisitions was $10.9 million.
Financial Income, net
Financial income, net
of which:
Interest income and gains and losses from marketable securities, net $
$
Foreign exchange gain (loss)
$
3.29 $
3.64 $
(0.35) $
3.28 $
2.84 $
0.44 $
0.20
1.47
(1.27)
2019
2020
(in millions)
2021
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 and foreign exchange movements.
44
The decrease in interest income and gains and losses from marketable securities, net, for 2021 as compared to 2020 mainly reflected lower yields.
The decrease in interest income and gains and losses from marketable securities, net, for 2020 as compared to 2019 reflected lower combined cash, bank
deposits and marketable securities balances held (mainly as a result of the acquisition of the Hillcrest Labs business and the strategic investment in
Immervision during the third quarter of 2019) and lower yields.
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 increase significantly on a quarterly basis beyond our Euro liabilities, mainly from the
French research tax benefits applicable to CIR, which is generally refunded every three years. This has resulted in an increase in foreign exchange loss
during 2021 due to the devaluation of our Euro cash balances as the U.S. dollar strengthened significantly during this period as compared to the Euro. This
has resulted in a foreign exchange loss of $1.27 million, a foreign exchange gain of 0.44 million and a foreign exchange loss of $0.35 million for 2021,
2020 and 2019, respectively.
Remeasurement of marketable equity securities
We recorded a gain of $2.0 million in 2021 related to remeasurement of marketable equity securities, which we hold at cost. During the years
ended December 31, 2021, 2020 and 2019, no impairment loss was identified. Over time, other income (expense), net, may be affected by market dynamics
and other factors. Equity values generally change daily for marketable equity securities and upon the occurrence of observable price changes or upon
impairment of marketable equity securities. In addition, volatility in the global economic climate and financial markets, including the effects of COVID-19,
could result in a significant change in the value of our investments.
Provision for Income Taxes
During the years 2021, 2020 and 2019, we recorded tax expenses of $5.3 million, $4.9 million and $1.3 million, respectively. The increase in
provision for income taxes in 2021 as compared to 2020 principally reflected a significant increase in income earned in France, which has a relatively high
corporate tax rate of 26.5%, offset by lower withholding tax expenses for which we will not be able to obtain a refund from certain tax authorities, and a
one time Income tax benefit recorded in 2021 associated with the purchase price allocation related to the Intrinsix acquisition. The increase in provision for
income taxes in 2020 as compared to 2019 principally reflected withholding tax expenses for which we will not be able to obtain a refund from certain tax
authorities, and a tax benefit of $1.0 million recorded in the third quarter of 2019 due to the release of a tax provision as a result of the completion of a tax
audit in a certain foreign tax jurisdiction.
We are subject to income and other taxes in the United States and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are
dependent on the jurisdictions in which profits are determined to be earned and taxed. Additionally, the amount of taxes paid is subject to our interpretation
of applicable tax laws in the jurisdictions in which we operate. A number of factors influence our effective tax rate, including changes in tax laws and
treaties as well as the interpretation of existing laws and rules. Federal, state, and local governments and administrative bodies within the United States, and
other foreign jurisdictions have implemented, or are considering, a variety of broad tax, trade, and other regulatory reforms that may impact us. For
example, the Tax Cuts and Jobs Act (the “U.S. Tax Reform”) enacted on December 22, 2017 resulted in changes in our corporate tax rate, our deferred
income taxes, and the taxation of foreign earnings. It is not currently possible to accurately determine the potential comprehensive impact of these or future
changes, but these changes could have a material impact on our business and financial condition.
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 and France. Although our Israeli and Irish subsidiaries are taxed at rates substantially lower than U.S. tax rates, the tax rates in these
jurisdictions could nevertheless result in a substantial increase as a result of withholding tax expenses with respect to which we are unable to obtain a
refund from the relevant tax authorities. Starting in 2020 and continuing into 2021, our French subsidiary was in a profit position and local French tax rate
of 26.5% was applied, that is significantly higher than the Company’s overall blended tax rate.
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%.
45
In 2017, the French government passed a series of tax reforms allowing for a phased reduction in the corporate tax rate. In accordance with the tax
reforms, our French subsidiary qualified in 2018 for a corporate tax rate of 28% for taxable profit up to €500,000 (approximately $559,930) and the
standard rate of 33.33% for taxable profit above €500,000 (approximately $559,930). In 2019, the standard corporate income tax rate was reduced to 31%,
with the first €500,000 (approximately $559,930) of taxable profit still being subject to the reduced 28% rate. In 2020, a corporate income tax rate of 28%
has become the new standard rate for all taxable profits. In 2021, the corporate income tax rate was reduced to 26.5%. In 2022, the standard corporate
income tax rate will be further reduced to 25%.
Our Israeli subsidiary is entitled to various tax benefits as a technological enterprise. In December 2016, the Economic Efficiency Law
(Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016, which includes the Amendment to the Law for
the Encouragement of Capital Investments, 1959 (Amendment 73) (the “Amendment”), was published. The Amendment, among other things, prescribes
special tax tracks for technological enterprises, which are subject to rules that were issued by the Minister of Finance in April 2017.
The new tax track under the Amendment, which is applicable to our Israeli subsidiary, is the “Technological Preferred Enterprise”. Technological
Preferred Enterprise is an enterprise for which total consolidated revenues of its parent company and all subsidiaries are less than 10 billion New Israeli
Shekel (“NIS”). A Technological Preferred Enterprise, as defined in the Amendment, that is located in the center of Israel (where our Israeli subsidiary is
currently located), is taxed at a rate of 12% on profits deriving from intellectual property. Any dividends distributed to “foreign companies”, as defined in
the Amendment, deriving from income from technological enterprises will be taxed at a rate of 4%. We are applying the Technological Preferred Enterprise
tax track for our Israeli subsidiary from tax year 2020 and onwards.
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 14 to the attached Notes to Consolidated Financial Statement for the year
ended December 31, 2021.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2021, we had approximately $33.2 million in cash and cash equivalents, $31.4 million in short term bank deposits, $90.3
million in marketable securities, and $0 million in long term bank deposits, totaling $154.9 million, as compared to $159.6 million at December 31, 2020.
The decrease in 2021 as compared to 2020 principally reflected $29.9 million cash used for the acquisition of Intrinsix, partially offset by cash provided by
operations.
Out of total cash, cash equivalents, bank deposits and marketable securities of $154.9 million at year end 2021, $144.5 million was held by our
foreign subsidiaries. Our intent is to permanently reinvest earnings of our foreign subsidiaries and our current operating plans do not demonstrate a need to
repatriate foreign earnings to fund our U.S. operations. However, if these funds were needed for our operations in the United States, we would be required
to accrue and pay taxes to repatriate these funds. The determination of the amount of additional taxes related to the repatriation of these earnings is not
practicable, as it may vary based on various factors such as the location of the cash and the effect of regulation in the various jurisdictions from which the
cash would be repatriated.
During 2021, we invested $40.7 million of cash in bank deposits and marketable securities with maturities up to 57 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 $56.1 million. During
2020, we invested $99.9 million of cash in bank deposits and marketable securities with maturities up to 56 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 $87.6 million. During 2019, we
invested $66.5 million of cash in bank deposits and marketable securities with maturities up to 53 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 $85.9 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 income (loss). The amount of credit losses recorded for the twelve months ended
December 31, 2021, and 2020, was immaterial. We did not recognize any other-than-temporarily-impaired charges on marketable securities in 2019. 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, 2021.
46
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 2021 was $25.8 million and consisted of a net income of $0.4 million, adjustments for non-cash items of
$19.6 million, and changes in operating assets and liabilities of $5.8 million. Adjustments for non-cash items primarily consisted of $7.0 million of
depreciation and amortization of intangible assets, and $13.1 million of equity-based compensation expenses. The increase in cash from changes in
operating assets and liabilities primarily consisted of a decrease in trade receivables of $5.8 million, a decrease in prepaid expenses and other assets of $3.6
million, and an increase in deferred revenues of $5.1 million, partially offset by an increase in deferred taxes, net of $6.3 million (mainly due to an increase
in withholding tax assets which can be utilized in future years), a decrease in accrued expenses and other payables of $1.7 million, and a decrease in
accrued payroll and related benefits of $0.9 million.
Cash provided by operating activities in 2020 was $15.2 million and consisted of a net loss of $2.4 million, adjustments for non-cash items of
$19.3 million, and changes in operating assets and liabilities of $1.7 million. Adjustments for non-cash items primarily consisted of $5.8 million of
depreciation and amortization of intangible assets, and $13.6 million of equity-based compensation expenses. The decrease in cash from changes in
operating assets and liabilities primarily consisted of an increase in trade receivables of $2.9 million, an increase in prepaid expenses and other assets of
$0.6 million, and a decrease in deferred revenues of $1.2 million, partially offset by a decrease in accrued interest on bank deposits of $1.2 million, and an
increase in accrued payroll and related benefits of $1.8 million.
Cash provided by operating activities in 2019 was $9.7 million and consisted of net income of $28,000, adjustments for non-cash items of $16.8
million, and changes in operating assets and liabilities of $7.1 million. Adjustments for non-cash items primarily consisted of $5.3 million of depreciation
and amortization of intangible assets, $10.7 million of equity-based compensation expenses, and $0.6 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
$2.2 million, an increase in prepaid expenses and other assets of $4.2 million (mainly as a result of a strategic investment in Immervision of $2.9 million),
an increase in deferred taxes, net, of $3.6 million (mainly due to (1) a release of a tax provision as a result of the completion of a tax audit in a certain
foreign tax jurisdiction, and (2) an increase in withholding tax assets which can be utilized in future years), partially offset by an increase in accrued
payroll and related benefits of $3.1 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 2021 was $16.7 million, as compared to net cash used in investing activities of $15.2 million in 2020 and
net cash used in investing activities of $2.4 million in 2019. We had a cash outflow of $39.2 million with respect to investments in marketable securities
and a cash inflow of $36.1 million with respect to maturity, and sale, of marketable securities during 2021. Included in the cash inflow during 2021 was net
proceeds of $18.5 million from bank deposits. We had a cash outflow of $56.0 million with respect to investments in marketable securities and a cash
inflow of $32.2 million with respect to maturity, and sale, of marketable securities during 2020. Included in the cash inflow during 2020 was net proceeds
of $11.5 million from bank deposits. We had a cash outflow of $27.2 million with respect to investments in marketable securities and a cash inflow of $40.5
million with respect to maturity, and sale, of marketable securities during 2019. Included in the cash inflow during 2019 was net proceeds of $6.1 million
from bank deposits. Capital equipment purchases of computer hardware and software used in engineering development, furniture and fixtures amounted to
approximately $2.2 million in 2021, $2.9 million in 2020 and $3.5 million in 2019. We had a cash outflow, net of cash acquired, of $29.9 million in 2021
for the acquisition of Intrinsix We had a cash outflow of $0.2 million and $18.1 million in 2020 and 2019, respectively, for the acquisition of the Hillcrest
Labs business and the strategic investment in Immervision. We had a cash outflow of $0.3 million in 2019, from the purchase of a license of NB-IoT
technologies.
47
Financing Activities
Net cash provided by financing activities in 2021 was $3.2 million, as compared to net cash used in financing activities of $2.1 million in 2020
and net cash used in financing activities of $6.7 million in 2019.
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 5,700,000 shares in 2010, 2013, 2014 and 2018. In February 2020, our board of directors
authorized the repurchase of an additional 700,000 shares of common stock. In 2021, we did not repurchase any shares of common stock. In 2020, we
repurchased 202,392 shares of common stock at an average purchase price of $23.62 per share for an aggregate purchase price of $4.8 million. In 2019, we
repurchased 355,180 shares of common stock at an average purchase price of $25.66 per share for an aggregate purchase price of $9.1 million. As of
December 31, 2021, we had 497,608 shares available for repurchase.
In 2021, 2020 and 2019, we received $3.2 million, $2.9 million and $2.4 million, respectively, from the exercise of stock-based awards.
We believe that our cash and cash equivalent, short-term bank deposits and marketable securities, along with cash from operations, will provide
sufficient capital to fund our operations for at least the next 12 months. We cannot provide assurance, however, that the underlying assumed levels of
revenues and expenses will prove to be accurate.
In addition, as part of our business strategy, we occasionally evaluate potential acquisitions of businesses, products and technologies and minority
equity investments. Accordingly, a portion of our available cash may be used at any time for the acquisition of complementary products or businesses or
minority equity investments. Such potential transactions may require substantial capital resources, which may require us to seek additional debt or equity
financing. We cannot assure you that we will be able to successfully identify suitable acquisition or investment candidates, complete acquisitions or
investments, integrate acquired businesses into our current operations, or expand into new markets. Furthermore, we cannot provide assurance that
additional financing will be available to us in any required time frame and on commercially reasonable terms, if at all. See “Risk Factors—We may seek to
expand our business in ways that could result in diversion of resources and extra expenses.” for more detailed information.
Contractual Obligations
The table below presents the principal categories of our contractual obligations as of December 31, 2021:
Operating Lease Obligations – Leasehold properties
Purchase Obligations – design tools
Other purchase Obligations
Total
Payments Due by Period
($ in thousands)
Less than
1
year
1-3 years
3-5 years
More than
5 years
513
6,855
2,100
9,468
357
272
276
905
27
—
20
47
12
—
—
12
Total
909
7,127
2,396
10,432
48
Operating leasehold obligations principally relate to our offices in Israel, Ireland, United Kingdom, 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, 2021, our income tax payable, net of withholding tax credits, included $1,610,000 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.
In addition, at December 31, 2021, the amount of accrued severance pay was $10,551,000. 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, $376,000 is unfunded.
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, our Euro cash balances
increase significantly on a quarterly basis beyond our Euro liabilities, mainly from French research tax benefits applicable to the CIR, which is generally
refunded every three years. This has resulted in a foreign exchange loss of $1.27 million, a foreign exchange gain of $0.44 million and a foreign exchange
loss of $0.35 million for 2021, 2020 and 2019, respectively.
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 2021, 2020 and 2019, we recorded accumulated other comprehensive gain of
$55,000, accumulated other comprehensive loss of $49,000 and accumulated other comprehensive gain of $117,000, 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, 2021, the amount of other
comprehensive gain from our forward and option contracts, net of taxes, was $55,000, which will be recorded in the consolidated statements of income
during the following three months. We recognized a net gain of 0.17 million, a net gain of 0.69 million and a net gain of $0.31 million for 2021, 2020 and
2019, respectively, related to forward and options contracts. We note that hedging transactions may not successfully mitigate losses caused by currency
fluctuations. We expect to continue to experience the effect of exchange rate and currency fluctuations on an annual and quarterly basis.
The majority of our cash and cash equivalents are invested in high grade certificates of deposits with major U.S., European and Israeli banks.
Generally, cash and cash equivalents and bank deposits may be redeemed and therefore minimal credit risk exists with respect to them. Nonetheless,
deposits with these banks exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits or similar limits in foreign jurisdictions, to the
extent such deposits are even insured in such foreign jurisdictions. While we monitor on a systematic basis the cash and cash equivalent balances in the
operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which we
deposit our funds fails or is subject to other adverse conditions in the financial or credit markets. To date, we have experienced no loss of principal or lack
of access to our invested cash or cash equivalents; however, we can provide no assurance that access to our invested cash and cash equivalents will not be
affected if the financial institutions that we hold our cash and cash equivalents fail.
49
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. As of December 31, 2021, the losses associated with our investments were not material and therefore no
credit loss was recognized in 2021. 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 $1.47 million in 2021, $2.84 million in 2020 and $3.64 million in 2019.
The decrease in interest income and gains and losses from marketable securities, net, for 2021 as compared to 2020 mainly reflected lower yields. The
decrease in interest income and gains and losses from marketable securities, net, for 2020 as compared to 2019 reflected lower combined cash, bank
deposits and marketable securities balances held (mainly as a result of the acquisition of the Hillcrest Labs business and the strategic investment in
Immervision during the third quarter of 2019) and lower 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, 2021.
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 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.
50
Management assessed the effectiveness of CEVA, Inc.’s internal control over financial reporting as of December 31, 2021. 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, 2021. Management’s assessment of and conclusion on the effectiveness of internal control over
financial reporting did not include the internal controls of Intrinsix Corp., which is included in the 2021 consolidated financial statements of the Company
and constituted 2.6% and 0.2% of total and net assets, respectively, as of December 31, 2021 and 7.2% and 2.5% of revenues and net income, respectively,
for the year then ended.
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 effective internal control over financial reporting, which appears in Item 8 of
this Annual Report.
ITEM 9B. OTHER INFORMATION
None.
51
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The information regarding our directors required by this item is incorporated herein by reference to the 2022 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 2022 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 2022 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 2022 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 2022 Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to the 2022 Proxy Statement.
52
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:
PART IV
1. Financial Statements:
● Consolidated Balance Sheets as of December 31, 2021 and 2020
● Consolidated Statements of Income (Loss) for the Years Ended December 31, 2021, 2020 and 2019.
● Consolidated Statements of Comprehensive Income (loss) for the Years Ended December 31, 2021, 2020 and 2019.
● Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019.
● Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019.
● Notes to the Consolidated Financial Statements.
● 2. Financial Statement Schedules:
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.
EXHIBIT
NUMBER
EXHIBIT
DESCRIPTION
FILE
FORM NO.
EXHIBIT
NUMBER
FILING
DATE
FILED
HEREWITH
INDEX TO EXHIBITS
2.1
3.1
3.2
3.3
3.4
3.5
4.1
4.2
Agreement and Plan of Merger, dated May 9, 2021, by and among the
8-K
Registrant, Northstar Merger Sub, Inc. Intrinsix Corp., and Shareholder
Representative Services LLC
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
10
8-K
8-K
Amendment to the Amended and Restated Certificate of Incorporation of
8-K
the Registrant
Amendment to the Amended and Restated Certificate of Incorporation of
10-K
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
the Registrant
Specimen of Common Stock Certificate
Description of Securities
10.1†
CEVA, Inc. 2003 Director Stock Option Plan
10.2†
CEVA, Inc. Amended and Restated 2002 Employee Stock Purchase Plan
10.3
Form of Indemnification Agreement
53
2.1
May 9, 2021
3.1
June 3, 2002
3.1
December 8,
2003
3.1
October 31,
2019
July 22, 2005
3.1
3.5
February 28,
2020
4.1
July 30, 2002
4.2
February 28,
2020
10.8 March 15,
2012
4.6
August 10,
2020
10.13
June 3, 2002
S-1
10-K
10-K
10-Q
10
333-
97353
000-
49842
000-
49842
000-
49842
000-
49842
10.4†
Employment Agreement between the Registrant and Gideon Wertheizer dated as
10-K
of November 1, 2002
10.5†
Amendment, dated February 18, 2021, to the Employment Agreement between
8-K
the Registrant and Gideon Wertheizer dated as of November 1, 2002
10.6†
Employment Agreement between the Registrant and Issachar Ohana dated as of
10-K
November 1, 2002
10.7†
Personal and Special Employment Agreement between the Registrant and Yaniv
10-Q
Arieli dated as of August 18, 2005
10.8†
Amendment, dated February 18, 2021, to the Employment Agreement between
8-K
the Registrant and Yaniv Arieli dated as of August 18, 2005.
10.9†
Employment Agreement between the Registrant and Michael Boukaya dated as of
8-K
April 4, 2019.
10.10†
Amendment, dated February 18, 2021, to the Employment Agreement between
8-K
the Registrant and Michael Boukaya dated as of April 4, 2019.
10.11†
Form of Nonstatutory Stock Option Agreement under the CEVA, Inc. 2003
10-Q
Director Stock Option Plan
10.12†
Amendment, dated July 22, 2003, to the Employment Agreement by and between
10-Q
Issachar Ohana and CEVA, Inc., dated November 1, 2002
10.13†
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
10.14†
CEVA, Inc. Amended and Restated 2011 Stock Incentive Plan
8-K
10-Q
10.15†
Form of Stock Appreciation Right Agreement under the CEVA, Inc. 2011 Stock
10-K
Incentive Plan
10.16†
Form of Israeli Stock Appreciation Right Agreement under the CEVA, Inc. 2011
10-K
Stock Incentive Plan
10.17†
Form of Israeli Restricted Stock Unit Agreement for employees under the CEVA,
10-K
Inc. 2011 Stock Incentive Plan
10.18†
Form of Restricted Stock Unit Agreement for employees under the CEVA, Inc.
10-K
2011 Stock Incentive Plan
10.19†
Form of Restricted Stock Unit Agreement for non-employee directors under the
10-K
CEVA, Inc. 2011 Stock Incentive Plan
10.20†
Form of Restricted Stock Unit Agreement for Israeli non-employee directors
10.21†
10.22#†
10.23#†
under the CEVA, Inc. 2011 Stock Incentive Plan
Israeli Sub-plan under the CEVA, Inc. 2011 Stock Incentive Plan
2022 Incentive Plan for Issachar Ohana, EVP Worldwide Sales, effective as of
January 1, 2022
2022 Executive Bonus Plan for Gideon Wertheizer, Yaniv Arieli and Michael
Boukaya, effective as of January 1, 2022
10-K
10-K
8-K
8-K
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
10.16 March 28,
2003
10.2 February 18,
2021
10.18 March 28,
2003
10.1 November 9,
2005
10.3 February 18,
2021
10.1 April 9, 2019
10.4 February 18,
2021
10.26 August 9, 2006
10.27 November 9,
2007
99.1 November 7,
2007
4.5
August 10,
2020
10.26 March 11,
2016
10.27 March 11,
2016
10.28 March 11,
2016
10.29 March 11,
2016
10.3 March 11,
2016
10.31 March 11,
2016
10.32 March 11,
2016
10.1 February 18,
2022
N/A 1February 18,
2022
54
10.24#† Form of Short-Term Executive PSUs for Israeli Executive Officers
10.25#† Form of Short-Term Executive PSUs for U.S.-based Executive Officers
10.26†
Form of Long-Term Executive PSUs for Israeli Executive Officers.
10.27†
Form of Long-Term Executive PSUs for U.S.-based Executive Officers.
10.28†
2019 PSU Award for Gideon Wertheizer
8-K
8-K
8-K
8-K
8-K
000-
49842
000-
49842
000-
49842
000-
49842
000-
49842
10.2 February 24,
2020
10.3 February 24,
2020
10.4 February 24,
2020
10.5 February 24,
2020
N/A May 9, 2019
21.1
23.1
24.1
31.1
31.2
32
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
List of Subsidiaries
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
Inline XBRL Instance Document
Inline XBRL Taxonomy Extension Schema Document
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Inline XBRL Taxonomy Extension Definition Linkbase Document
Inline XBRL Taxonomy Extension Labels Linkbase Document
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101)
Confidential portions of this document have been redacted as permitted by applicable regulations.
#
† Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(c) of Form 10-K
ITEM 16. FORM 10-K SUMMARY
The Company has elected not to include summary information.
55
X
X
X
X
X
X
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CEVA, INC.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2021
Reports of Independent Registered Public Accounting Firm (PCAOB ID:42)
Consolidated Balance Sheets
Consolidated Statements of Income (loss)
Consolidated Statements of Comprehensive Income (loss)
Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
F-1
Page
F-2
F-7
F-8
F-9
F-10
F-11
F-13
CEVA, INC.
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of CEVA, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of CEVA, Inc. (the Company) as of December 31, 2021 and 2020, the related
consolidated statements of income (loss), comprehensive income (loss), stockholders’ equity and cash flows for each of the three years in the period ended
December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements“). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations
and its cash flows for each of the three years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Company's internal control over financial reporting as of December 31, 2021, 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 1, 2022 expressed an
unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included
performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were
communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any
way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing
separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Description of the Matter
Revenue Recognition
As described in Note 1 to the consolidated financial statements, the Company generates a
significant portion of its revenues form licensing intellectual properties and related services.
Most of the Company's contracts with customers contain multiple goods or services which
are accounted for as separate performance obligation, if they are distinct. The transaction
price is allocated to the separate performance obligations on a relative standalone selling
price basis. Standalone selling prices of intellectual properties licenses are typically
estimated using the residual approach. Standalone selling prices of related services are
typically estimated based on observable transactions when those services are sold on a
standalone basis.
Auditing the identification of performance obligations in intellectual properties license
contracts may require certain judgments as it relates to the evaluation of the contractual
terms of the arrangement. Auditing the allocation of the transaction price to performance
obligations requires significant judgment in determining whether the use of the residual
approach to estimate the standalone selling prices of intellectual properties licensing is
appropriate.
F-2
How We Addressed the Matter in Our Audit
Description of the Matter
CEVA, INC.
We obtained an understanding, evaluated the design and tested the operating effectiveness of
internal controls related to the identification of distinct performance obligations, the
determination of the standalone selling prices, including the Company’s assessment of the
appropriateness of the residual approach method.
Among the substantive procedures we performed to test the identification and determination
of distinct performance obligations, for a sample of contracts, we read the executed contract
terms for
to understand and evaluated management’s
completeness, including the identification of distinct performance obligations.
identification of significant
To test management’s determination of standalone selling price for each performance
obligation, we performed procedures to evaluate the methodology applied, tested the
accuracy of the underlying data and calculations and the application of that methodology to
the sample of contracts. Our testing of the application of the residual method to estimate
standalone selling prices of intellectual properties license included inquiries with
management and analysis of the variability of actual intellectual properties license pricing
during the year.
We also tested the mathematical accuracy of management’s calculations of revenue in the
consolidated financial statements. Finally, we assessed the appropriateness of the related
disclosures in the consolidated financial statements.
Business combinations
As described in Notes 1 to the consolidated financial statements, on May 31, 2021, the
Company acquired 100% of the equity shares of Intrinsix Corp. (“Intrinsix”) for a net
consideration of $30.5 million (the “Intrinsix Acquisition”). The Intrinsix Acquisition was
accounted for as a business combination in accordance with ASC 805 “Business
Combinations”.
Auditing the Company's accounting for the Intrinsix Acquisition was complex due to the
significant estimation uncertainty in determining the fair values of identified intangible
assets, which principally consisted of customer relationships of $3.6 million and technology
of $3.3 million.
The significant estimation uncertainty in determining the fair values of identified intangible
assets was primarily due to the sensitivity of the respective fair values to underlying
assumptions about the future performance of the acquired business. The significant
assumptions used to estimate the fair value of the customer relationships and technology
intangible assets included discount rates, return on investment and certain assumptions that
form the basis of the forecasted results, such as revenue growth rates, profitability margins
and estimated costs. These significant assumptions are forward-looking and could be
affected by future economic and market conditions.
F-3
How We Addressed the Matter in Our Audit
CEVA, INC.
In our audit we obtained an understanding, evaluated the design and tested the operating
effectiveness of internal controls over the accounting for acquisitions. This included testing
controls over the estimation process supporting the recognition and measurement of
identified intangible assets, and management's judgment and evaluation of underlying
assumptions and estimates with regards to the fair values of the identified intangible assets.
To test the estimated fair value of the customer relationships and technology intangible
assets, we performed audit procedures that included, among others, evaluating the
Company's selection of the valuation methodology, evaluating the methods and significant
assumptions used by the Company, and evaluating the completeness and accuracy of the
underlying data supporting the significant assumptions and estimates. We involved our
valuation specialists to assist with our evaluation of the methodology used by the Company
and significant assumptions included in the fair value estimates. For example, we compared
the revenue growth rates and expected costs to historical financial information, comparable
companies and market and economic trends. We also performed a sensitivity analysis of the
discount rate, profit margins, return on investment, revenue projections and estimated
expected costs to evaluate the change in the fair value resulting from changes in the
assumptions. In addition, we evaluated the appropriateness of the related disclosures in
relation to the Intrinsix acquisition.
/s/ KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
We have served as the Company's auditor since 1999.
Tel-Aviv, Israel
March 1, 2022
F-4
CEVA, INC.
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of CEVA, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited CEVA, Inc.'s internal control over financial reporting as of December 31, 2021, 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). In our
opinion, CEVA, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based
on the COSO criteria.
As indicated in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, management’s assessment of and
conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Intrinsix Corp., which is included in the
2021 consolidated financial statements of the Company and constituted 2.6% and 0.2% of total and net assets, respectively, as of December 31, 2021 and
7.2% and 2.5% of revenues and net income, respectively, for the year then ended. Our audit of internal control over financial reporting of the Company also
did not include an evaluation of the internal control over financial reporting of Intrinsix Corp.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
consolidated balance sheets of the Company as of December 31, 2021 and 2020, and the related consolidated statements of income (loss), comprehensive
income (loss), stockholders' equity and cash flows for each of the three years in the period ended December 31, 2021 and the related notes, and our report
dated March 1, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Management’s Annual 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 are a public
accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
F-5
Definition and Limitations of Internal Control Over Financial Reporting
CEVA, INC.
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.
/s/KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
Tel Aviv, Israel
March 1, 2022
F-6
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
Trade receivables (net of allowance for credit losses of $300 and $288 at December 31, 2020 and
$
December 31, 2021, respectively)
Prepaid expenses and other current assets
Total current assets
Long-term assets:
Bank deposits
Severance pay fund
Deferred tax assets, net
Property and equipment, net
Operating lease right-of-use assets
Goodwill
Intangible assets, net
Investments in marketable equity securities
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
Accrued payroll and related benefits
Operating lease liabilities
Total current liabilities
Long-term liabilities:
Accrued severance pay
Operating lease liabilities
Other accrued liabilities
Total long-term liabilities
Stockholders’ equity:
Preferred stock:
$
$
December 31,
2020
2021
21,143 $
20,233
88,754
31,224
6,205
167,559
29,529
10,535
10,826
7,586
9,052
51,070
10,836
936
9,023
139,393
306,952 $
894 $
2,434
3,843
18,040
2,969
28,180
11,226
5,772
885
17,883
33,153
31,410
90,298
27,449
6,670
188,980
—
10,175
15,850
6,765
8,827
74,777
14,607
2,919
5,759
139,679
328,659
1,464
8,661
4,030
18,011
3,274
35,440
10,551
5,130
806
16,487
$0.001 par value: 5,000,000 shares authorized; none issued and outstanding
—
—
Common stock:
$0.001 par value: 45,000,000 shares authorized; 23,595,160 shares issued at December 31, 2020
and 2021; 22,260,917 and 22,984,552 shares outstanding at December 31, 2020 and 2021,
respectively
Additional paid in-capital
Treasury stock at cost (1,334,243 and 610,608 shares of common stock at December 31, 2020 and 2021,
respectively)
Accumulated other comprehensive income (loss)
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
22
233,172
(30,133)
478
57,350
260,889
306,952 $
23
235,386
(13,790)
(372)
55,485
276,732
328,659
$
The accompanying notes are an integral part of the consolidated financial statements.
F-7
CEVA, INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(U.S. dollars in thousands, except per share data)
Revenues:
Licensing, NRE and related revenues
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 (loss)
Financial income, net
Remeasurement of marketable equity securities
Income before taxes on income
Taxes on income
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
2019
Year Ended December 31,
2020
2021
47,890 $
39,262
87,152
10,106
77,046
52,843
12,363
11,841
1,923
78,970
(1,924)
3,291
—
1,367
1,339
28 $
0.00 $
0.00 $
21,932
22,323
52,513 $
47,813
100,326
10,749
89,577
62,010
11,907
14,116
2,307
90,340
(763)
3,284
—
2,521
4,900
(2,379) $
(0.11) $
(0.11) $
22,107
22,107
72,827
49,879
122,706
16,827
105,879
72,504
12,861
14,296
2,710
102,371
3,508
197
1,983
5,688
5,292
396
0.02
0.02
22,819
23,251
The accompanying notes are an integral part of the consolidated financial statements.
F-8
CEVA, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(U.S. dollars in thousands)
Net income (loss):
Other comprehensive income (loss) before tax:
Available-for-sale securities:
Changes in unrealized gains (losses)
Reclassification adjustments included in net income (loss)
Net change
Cash flow hedges:
Changes in unrealized gains (losses)
Reclassification adjustments included in net income (loss)
Net change
Other comprehensive income (loss) before tax
Income tax expense (benefit) related to components of other comprehensive income
(loss)
Other comprehensive income (loss), net of taxes
Comprehensive income (loss)
$
2019
Year Ended December 31,
2020
2021
$
28 $
(2,379) $
396
1,245
28
1,273
440
(307)
133
1,406
198
1,208
1,236 $
548
6
554
632
(688)
(56)
498
114
384
(1,995) $
(1,150)
(13)
(1,163)
228
(165)
63
(1,100)
(250)
(850)
(454)
The accompanying notes are an integral part of the consolidated financial statements.
F-9
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
21,787,860 $
—
—
—
(355,180)
406,689
21,839,369 $
—
—
—
(202,392)
623,940
22,260,917 $
—
—
—
22 $
—
—
—
—
—
22 $
—
—
—
—
—
22 $
—
—
—
223,250 $
—
—
10,718
—
(5,963)
228,005 $
—
—
13,636
—
(8,469)
233,172 $
—
—
13,055
Accumulated
other
comprehensive
income (loss)
(1,114)
—
1,208
—
—
Treasury
stock
(39,132) $
—
—
—
(9,113)
8,855
(39,390) $
—
—
—
(4,780)
14,037
(30,133) $
—
—
—
—
94
—
384
—
—
—
478
—
(850)
—
Retained
earnings
Total
stockholders’
equity
$
$
$
62,853 $
28
—
—
—
(455)
62,426 $
(2,379)
—
—
—
(2,697)
57,350 $
396
—
—
245,879
28
1,208
10,718
(9,113)
2,437
251,157
(2,379)
384
13,636
(4,780)
2,871
260,889
396
(850)
13,055
Balance as of January 1, 2019
Net income
Other comprehensive income
Equity-based compensation
Purchase of treasury stock
Issuance of treasury stock upon exercise
of stock-based awards
Balance as of December 31, 2019
Net loss
Other comprehensive income
Equity-based compensation
Purchase of treasury stock
Issuance of treasury stock upon exercise
of stock-based awards
Balance as of December 31, 2020
Net income
Other comprehensive loss
Equity-based compensation
Issuance of treasury stock upon exercise
of stock-based awards
Balance as of December 31, 2021
22,984,552 $
23 $
235,386 $
(13,790) $
723,635
1
(10,841)
16,343
—
)
(*) $
(372
(2,261)
3,242
55,485 $
276,732
(*) Accumulated unrealized loss from
available-for-sale securities, net of taxes
of $132
Accumulated unrealized gain from
hedging activities, net of taxes of $8
Accumulated other comprehensive loss,
net as of December 31, 2021
$
$
$
(427)
55
(372)
The accompanying notes are an integral part of the consolidated financial statements.
F-10
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
$
operating activities:
Depreciation
Amortization of intangible assets
Equity-based compensation
Realized loss (gain), net on sale of available-for-sale marketable securities
Amortization of premiums on available-for-sale marketable securities
Unrealized foreign exchange (gain) loss, net
Remeasurement of marketable equity securities
Changes in operating assets and liabilities:
Trade receivables, net
Prepaid expenses and other assets
Operating lease right-of-use assets
Accrued interest on bank deposits
Deferred taxes, net
Trade payables
Deferred revenues
Accrued expenses and other payables
Accrued payroll and related benefits
Operating lease liability
Income taxes payable
Accrued severance pay, net
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of a business, net of cash acquired (see note 1)
Purchase of property and equipment
Purchase of intangible assets
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
Net cash used in investing activities
Cash flows from financing activities:
Purchase of treasury stock
Payment of contingent consideration liability
Proceeds from exercise of stock-based awards
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
$
2019
Year ended December 31,
2020
2021
28 $
(2,379) $
396
3,104
2,165
10,718
28
554
249
—
(2,151)
(4,170)
(1,281)
(161)
(3,594)
53
85
(131)
3,056
1,166
(53)
9
9,674
(11,000)
(3,461)
(7,364)
(39,346)
45,435
(27,184)
3,888
36,589
(2,443)
(9,113)
—
2,437
(6,676)
(12)
543
22,260
22,803 $
3,233
2,588
13,636
6
444
(591)
—
(2,917)
(559)
2,014
1,186
(335)
186
(1,208)
133
1,803
(2,183)
143
(37)
15,163
—
(2,935)
—
(43,893)
55,393
(56,011)
21,956
10,272
(15,218)
(4,780)
(204)
2,871
(2,113)
508
(1,660)
22,803
21,143 $
3,184
3,801
13,055
(13)
420
1,163
(1,983)
5,842
3,604
225
(65)
(6,305)
404
5,053
(1,737)
(875)
(232)
189
(322)
25,804
(29,891)
(2,193)
—
(1,500)
19,989
(39,192)
26,043
10,035
(16,709)
—
—
3,242
3,242
(327)
12,010
21,143
33,153
The accompanying notes are an integral part of the consolidated financial statements.
F-11
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
Non-cash transactions:
Property and equipment purchases incurred but unpaid at the end of the year
Right-of-use assets obtained in the exchange for operating lease liabilities
$
$
$
5,063 $
4,727 $
21 $
2,493 $
5 $
6,787 $
9,183
59
2,679
2019
Year ended December 31,
2020
2021
The accompanying notes are an integral part of the consolidated financial statements.
F-12
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 wireless connectivity and smart sensing technologies and integrated IP solutions. The Company’s offerings include
Digital Signal Processors, AI processors, wireless platforms and complementary software for sensor fusion, image enhancement, computer vision, voice
input and artificial intelligence, all of which are key enabling technologies for a smarter, more secure and more connected world. These technologies are
offered in combination with Intrinsix IP integration services, helping customers address their most complex and time-critical integrated circuit design
projects. CEVA’s DSP-based solutions include platforms for 5G baseband processing in mobile, IoT and infrastructure, advanced imaging and computer
vision for any camera-enabled device, audio/voice/speech and ultra-low-power always-on/sensing applications for multiple IoT markets. For sensor fusion,
the Hillcrest Labs sensor processing technologies provide a broad range of sensor fusion software and inertial measurement unit (“IMU”) solutions for
markets including hearables, wearables, AR/VR, PC, robotics, remote controls and IoT. For wireless IoT, the Rivierawaves platforms for Bluetooth (low
energy and dual mode), Wi-Fi 4/5/6/6E (802.11n/ac/ax), Ultra-wideband (UWB) and NB-IoT are the most broadly licensed connectivity platforms in the
industry.
CEVA’s recently acquired Intrinsix Corp. (“Intrinsix”) business expands its market reach to the aerospace and defense markets and allows it to
offer integrated IP solutions that combine CEVA’s standardized, off-the-shelf IP together with Intrinsix’s non-recurring engineering (“NRE”) design
capabilities and IP in RF, mixed-signal, security, high complexity digital design, chiplets and more.
CEVA’s technologies are licensed to leading semiconductor and original equipment manufacturer (“OEM”) companies. These companies design,
manufacture, market and sell application-specific integrated circuits (“ASICs”) and application-specific standard products (“ASSPs”) based on CEVA’s
technology to mobile, consumer, automotive, robotics, industrial, aerospace & defense and IoT companies for incorporation into a wide variety of end
products.
Acquisitions:
In July 2019, the Company acquired the Hillcrest Labs business from InterDigital, Inc. (“InterDigital”). Hillcrest Labs is a leading global supplier
of software and components for sensor processing in consumer and IoT devices. Under the terms of the agreement, the Company agreed to pay an
aggregate of $11,204 to purchase the Hillcrest Labs business, as well as non-exclusive rights to certain Hillcrest Labs’ patents retained by InterDigital, with
$10,000 paid at closing, $204 of which is a contingent consideration that was fully paid during the first quarter of 2020, and the remainder of $1,000 held in
escrow to satisfy indemnification claims, if any.
In addition, the Company incurred acquisition-related expenses associated with the Hillcrest Labs transaction in a total amount of $462, which
were included in general and administrative expenses for the year ended December 31, 2019. Acquisition-related costs included legal, accounting and
consulting fees, and other external costs directly related to the acquisition.
Goodwill generated from this business combination is attributed to synergies between the Company's and Hillcrest Lab's respective products and
services.
F- 13
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
The results of Hillcrest Labs’ operations have been included in the consolidated financial statements since July 19, 2019. Pro forma results of
operations related to this acquisition have not been prepared because they are not material to the Company's consolidated statement of income (loss).
The purchase price allocation for the acquisition has been determined as follows:
Tangible assets (including inventory, property and equipment and other)
Intangible assets:
R&D tools
Customer relationships
Customer backlog
Goodwill
Total assets
$
$
681
2,475
3,518
72
4,458
11,204
The acquisition of the Hillcrest Labs business has been accounted in accordance with Financial Accounting Standards Board (“FASB”)
Accounting Standards Codification (“ASC”) No. 805, “Business Combinations” (“ASC 805”). Under the acquisition method of accounting, the total
purchase price is allocated to the net tangible and intangible assets based on their fair values on the closing date.
In August 2019, the Company entered into a strategic agreement with a private company, Immervision, Inc. (“Immervision”), whereby the
Company made a strategic technology and R&D tools investment for a total consideration of $10,000 to secure exclusive licensing rights to Immervision’s
advanced portfolio of patented wide-angle image processing technology and software. The Company considered this transaction as an asset acquisition. As
a result, the estimated fair value of the assets acquired have been included in the accompanying balance sheet from the date of acquisition.
The consideration for the investment has been determined as follows:
Prepaid expenses
Intangible assets:
R&D tools
Total assets
$
$
2,937
7,063
10,000
On May 31, 2021, (the “closing date”), the Company acquired 100% of the equity shares of Intrinsix, a leading chip design specialist. The
Company acquired Intrinsix pursuant to the Agreement and Plan of Merger, made and entered into on May 9, 2021 (the “Merger Agreement”), by and
among the Company, Northstar Merger Sub, Inc., Intrinsix and Shareholder Representative Services LLC, for $33,096 in cash (“the Merger
Consideration”), with $26,704 paid at closing, $4,260 delivered to escrow to satisfy indemnification claims, if any, and $2,605 payable to certain Intrinsix
executives held back as described below (the “Holdback Merger Consideration”), and after giving effect to post-closing adjustments resulting in a $473
repayment to the Company during the third quarter of 2021. As part of the Merger Agreement, the Company entered into agreements with the Chief
Executive Officer and the Chief Technology Officer of Intrinsix pursuant to which the Holdback Merger Consideration, representing 25% of the Merger
Consideration payable to each of them in respect of their equity in Intrinsix, is being held back and, subject to their respective continued employment with
the Company, released to them over a period of twenty-four (24) months after closing of the acquisition.
F- 14
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
In addition, the Company incurred acquisition-related costs in an amount of $970, which were included in general and administrative expenses for
the year ended December 31, 2021.
The acquisition has been accounted in accordance with FASB Accounting Standards Codification (“ASC”) No. 805, “Business Combinations.”
Under the acquisition method of accounting, the total purchase price is allocated to the net tangible and intangible assets of Intrinsix acquired in the
acquisition, based on their fair values on the closing date.
The results of operations of the combined business, including the acquired business, have been included in the consolidated financial statements as
of the closing date. The primary rationale for this acquisition was (1) extending the Company’s market reach into the sustainable and sizeable aerospace
and defense space, (2) increasing the Company’s content in customers’ designs and accordingly increasing the license and royalty revenue opportunity by
offering turnkey IP platforms that can combine the Company’s off-the-shelf connectivity and smart sensing IP with Intrinsix’s NRE design capabilities and
IP in RF, mixed-signal, security, high complexity digital design, chiplets and more, and (3) expanding the Company’s IP portfolio with secure processor IP
for IoT devices and Heterogeneous SoC interface IP for the growing adoption of chiplets, which offer a faster and less expensive alternative to the high
R&D costs and complexities associated with monolithic IC developments. A significant portion of the acquisition price was recorded as goodwill due to the
synergies with Intrinsix.
The purchase price allocation for the acquisition has been determined as follows:
Assets
Net assets (including cash in the amount of $600)
Intangible assets
Goodwill
Total assets
Liabilities
Deferred tax liabilities
Total liabilities
Total
$
$
$
$
$
872
7,572
23,707
32,151
1,660
1,660
30,491
The fair value and weighted average estimated useful life of the acquired intangible assets are as follows:
Identifiable Intangible Assets
Customer relationships
Customer backlog
Technologies
Patents
Total identifiable intangible assets
Estimated Fair
Value
Weighted-Average
Estimated Useful
Life in Years
$
$
3,604
421
3,329
218
7,572
5.5
1.5
3.0
5.0
F- 15
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
The following unaudited pro forma financial information presents combined results of operations for the periods
presented, as if the Company had completed the acquisition on January 1, 2020. The unaudited pro forma financial information
has been calculated after adjusting the Company’s results and those of Intrinsix, including: (i) Holdback Merger Consideration
costs; (ii) amortization expense from acquired intangible assets; and (iii) interest income and unrealized gains on equity securities
included in the statement of income of Intrinsix, which were specifically excluded from the acquisition of Intrinsix, and the
respective income tax effects of such adjustments. The unaudited pro forma financial information presented below is not
necessarily indicative of consolidated results of operations of the combined business had the acquisition occurred at the
beginning of the respective fiscal years, nor is it necessarily indicative of future results of operations of the combined company.
Pro forma total revenues
Pro forma net loss
Year ended December 31
2021
2020
$
122,048 $
(3,837)
131,397
(1,707)
The intangible assets are amortized based on the pattern upon which the economic benefits of the intangible assets are to be utilized.
Basis of presentation:
The consolidated financial statements have been prepared according to U.S Generally Accepted Accounting Principles (“U.S. GAAP”).
Recently Adopted Accounting Pronouncements:
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2019-12, Income Taxes (Topic
740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. ASU 2019-12 is effective for
annual reporting periods, and interim periods within those years, beginning after December 15, 2020. The adoption by the Company of the new guidance
did not have a material impact on its consolidated financial statements.
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. The novel coronavirus (“COVID-19”) pandemic has created, and may continue to create, significant uncertainty
in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments,
including the duration and spread of the outbreak and the impact on the Company’s customers and its sales cycles. The Company considered the impact of
COVID-19 on the estimates and assumptions and determined that there were no material adverse impacts on the consolidated financial statements for the
year ended December 31, 2021. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may
change materially in future periods.
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.
F- 16
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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 (loss) 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.
Principles of consolidation:
The consolidated financial statements incorporate the financial statements of the Company and all of its subsidiaries. All 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 2.64%, 2.53% and 1.12% during 2019, 2020
and 2021, 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 determines realized gains or losses on sale of marketable securities on a specific identification method and records such gains or
losses as financial income, net.
Starting on January 1, 2020, as a result of the adoption of ASC 326, available-for-sale debt securities with an amortized cost basis in excess of
estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses. Expected credit losses on
available-for-sale debt securities are recognized in financial income, net, on the Company’s consolidated statements of income (loss), and any remaining
unrealized losses, net of taxes, are included in accumulated other comprehensive income (loss) in stockholders' equity. The amount of credit losses
recorded for the twelve months ended December 31, 2020 and 2021 was immaterial.
Prior to 2020, the Company recognized an impairment charge when a decline in the fair value of its investments in debt securities below the cost
basis of such securities was considered 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 were deemed other-than-temporarily impaired
(“OTTI”), the amount of impairment was recognized in the statement of income (loss) and was limited to the amount related to credit losses, while
impairment related to other factors was recognized in other comprehensive income (loss). The Company did not recognize OTTI on its marketable
securities in 2019.
F- 17
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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 2.94%, 1.32% and 1.15% during 2019, 2020 and 2021, respectively.
Trade receivables and allowances:
Trade receivables are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. The
Company makes estimates of expected credit losses for the allowance for doubtful accounts and allowance for unbilled receivables based upon its
assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its customers, current economic
conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers.
The estimated credit loss allowance is recorded as general and administrative expenses on the Company’s consolidated statements of income (loss).
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 - 20
(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 2019, 2020
and 2021.
Leases:
Effective as of January 1, 2019, the Company adopted Topic 842, which requires the recognition of lease assets and lease liabilities by lessees for
leases classified as operating leases. The Company has adopted Topic 842 using the modified retrospective transition approach by applying the new
standard to all leases existing on the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2019,
are presented under Topic 842.
F- 18
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
The Company elected the package of practical expedients permitted under the transition guidance, which allowed the Company to carryforward
the historical lease classification, the Company’s assessment on whether a contract was or contained a lease, and initial direct costs for any leases that
existed prior to January 1, 2019.
As a result of the adoption of Topic 842 on January 1, 2019, the Company recorded both operating lease right-of-use (“ROU”) assets of $9,785
and operating lease liabilities of $9,498. The ROU assets include adjustments for prepayments in the amount of $287. The adoption did not impact the
Company’s beginning retained earnings, or its prior year consolidated statements of income (loss) and statements of cash flows.
The Company determines if an arrangement is a lease at inception. The Company’s assessment is based on: (1) whether the contract includes an
identified asset, (2) whether the Company obtains substantially all of the economic benefits from the use of the asset throughout the period of use, and (3)
whether the Company has the right to direct how and for what purpose the identified asset is used throughout the period of use.
Leases are classified as either finance leases or operating leases. A lease is classified as a finance lease if any one of the following criteria are met:
the lease transfers ownership of the asset by the end of the lease term, the lease contains an option to purchase the asset that is reasonably certain to be
exercised, the lease term is for a major part of the remaining useful life of the asset, the present value of the lease payments equals or exceeds substantially
all of the fair value of the asset, or the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of
lease term. A lease is classified as an operating lease if it does not meet any one of these criteria. Since all of the Company’s lease contracts do not meet
any of the criteria above, the Company concluded that all of its lease contracts should be classified as operation leases.
ROU assets and liabilities are recognized on the commencement date based on the present value of remaining lease payments over the lease term.
For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company's leases do
not provide an implicit rate, the Company uses its incremental borrowing rate based on information available on the commencement date in determining
the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease
incentives received. All ROU assets are reviewed for impairment. The lease terms may include options to extend or terminate the lease when it is
reasonably certain that the Company will exercise such options.
The Company elected to not recognize a lease liability and a ROU asset for lease with a term of twelve months or less.
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. In May 2021, the Company acquired Intrinsix. Following the acquisition, the Company has
determined that this one segment operates as two reporting units: the CEVA reporting unit and the Intrinsix reporting unit. As such, the Company has
assigned the goodwill resulting from the Intrinsix acquisition to its two reporting units.
F- 19
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment
test. If the qualitative assessment does not result in a more likely than not indication of impairment, no further impairment testing is required. If the
Company elects not to use this option, or if the Company determines that it is more likely than not that the fair value of a reporting unit is less than its
carrying value, then the Company prepares a quantitative analysis to determine whether the carrying value of a reporting unit exceeds its estimated fair
value. If the carrying value of a reporting unit exceeds its estimated fair value, the Company recognizes an impairment of goodwill for the amount of this
excess, in accordance with the guidance in FASB Accounting Standards Update ("ASU") No. 2017-04, Intangibles - Goodwill and Other (Topic 350),
Simplifying the Test for Goodwill Impairment, which the adopted as of January 1, 2020. Prior to the adoption of ASU 2017-04, if the Company elects not
to use the qualitative analysis the two-step impairment test is performed. For each of the three years in the period ended December 31, 2021, no impairment
of goodwill has been recorded.
Intangible assets, net:
Acquired intangible assets with finite lives are amortized over their estimated useful lives. The Company amortizes intangible assets with finite
lives over periods ranging from half a year to seven and a half years, using the straight line method, unless another method is more appropriate.
Intangible assets with finite 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 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, 2019, 2020 and 2021.
Investments in marketable equity securities:
The Company holds an equity interest in Cipia Vision Ltd (CPIA.TA) ("Cipia"). For the years ended December 31, 2019 and 2020, Cipia was a
privately held company and the Company's investment in Cipia did not have a readily determinable fair value. As such, for the years ended December 31,
2019 and 2020, the Company has elected to account for its investment in Cipia using the measurement alternative pursuant to ASC 321.
In November 2021, Cipia completed its IPO on the Tel-Aviv Stock Exchange, as a result, the Company's investment in Cipia was no longer
eligible for the measurement alternative. As such, following Cipia's IPO, the Company measured its Cipia investment at fair value with changes in fair
value recognized in remeasurement of marketable equity securities. As of December 31, 2021, the investment fair value amounted to $2,919 and the gain
resulting from the remeasurement of the investment amount to $1,983.
Revenue recognition:
The following is a description of principal activities from which the Company generates revenue. Revenues are recognized when control of the
promised goods or services are transferred to the customers in an amount that reflects the consideration that the Company expects to receive in exchange
for those goods or services.
The Company determines revenue recognition through the following steps:
● identification of the contract with a customer;
● identification of the performance obligations in the contract;
● determination of the transaction price;
F- 20
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
● allocation of the transaction price to the performance obligations in the contract; and
● recognition of revenue when, or as, the Company satisfies a performance obligation.
The Company enters into contracts that can include various combinations of products and services, as detailed below, which are generally capable
of being distinct and accounted for as separate performance obligations.
The Company generates its revenues from (1) licensing intellectual properties, which in certain circumstances are modified for customer-specific
requirements, (2) royalty revenues, and (3) other revenues, which include revenues from NRE payments, support, training and sale of development systems
and chips, which are included in licensing and related revenue in the accompanying consolidated statements of income (loss).
The Company accounts for its IP license revenues and related services, which provide the Company's customers with rights to use the Company's
IP, in accordance with ASC 606. A license may be perpetual or time limited in its application. In accordance with ASC 606, the Company will recognize
revenue from IP license at the time of delivery when the customer accepts control of the IP, as the IP is functional without professional services, updates
and technical support. The Company has concluded that its IP license is distinct as the customer can benefit from the software on its own.
Most of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts for
individual performance obligations separately, if they are distinct. The transaction price is allocated to the separate performance obligations on a relative
standalone selling price basis. Standalone selling prices of IP license are typically estimated using the residual approach. Standalone selling prices of
services are typically estimated based on observable transactions when these services are sold on a standalone basis.
When contracts involve a significant financing component, the Company adjusts the promised amount of consideration for the effects of the time
value of money if the timing of payments agreed to by the parties to the contract (either explicitly or implicitly) provide the customer with a significant
benefit of financing, unless the financing period is under one year and only after the products or services were provided, which is a practical expediency
permitted under ASC 606.
Revenues from contracts that involve significant customization of the Company’s IP to customer-specific specifications are performance
obligations the Company generally accounts for as performance obligations satisfied over time. The Company’s performance obligation does not create an
asset with alternative use, and the Company has an enforceable right to payment. The Company recognizes revenue on such contracts using cost based
input methods, which recognize revenue and gross profit as work is performed based on a ratio between actual costs incurred compared to the total
estimated costs for the contract. 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 sale of the product incorporating the Company’s IP occurs. 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. For a majority of the Company’s royalty revenues, the Company receives the actual sales data from its customers after
the quarter ends and accounts for it as unbilled receivables. When the Company does not receive actual sales data from the customer prior to the
finalization of its financial statements, royalty revenues are recognized based on the Company’s estimation of the customer’s sales during the quarter.
F- 21
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
The Company recently acquired Intrinsix, which derives revenues primarily from NRE payments. Revenues that are derived from NRE payments
are performance obligations that are recognized over time as the services are rendered. For time-and-materials contracts, the performance obligation is
satisfied, and revenue is recognized over time as the services are performed. Generally, contracts call for billings on a time-and-materials basis; however, in
instances when a fixed-fee contract is signed, revenue is recognized over time, based on an input method of labor costs expended, relative to total expected
labor costs to complete the contract.
In addition to license and NRE fees, contracts with customers generally contain an agreement to provide for training and post contract support,
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 considers the post contract support performance obligation
as a distinct performance obligation that is satisfied over time, and as such, it 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 twelve months.
Revenues from the sale of development systems and chips are recognized when control of the promised goods or services are transferred to the
customers.
Deferred revenues, which represent a contract liability, include unearned amounts received under license and NRE agreements, unearned technical
support and amounts paid by customers not yet recognized as revenues.
The Company capitalizes sales commission as costs of obtaining a contract when they are incremental and, if they are expected to be recovered,
amortized in a manner consistent with the pattern of transfer of the good or service to which the asset relates. If the expected amortization period is one
year or less, the commission fee is expensed when incurred.
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 (the “IIA“) (refer to Note 16 for further details). Cost of product revenue includes materials, subcontractors, amortization of
acquired assets (NB-IoT, Immervision and Intrinsix technologies) 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, office expenses 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 (loss) during the period that includes the enactment date.
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.
F- 22
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
Research and development:
Research and development costs are charged to the consolidated statements of income (loss) 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
(loss) during the period in which the expenditure to which they relate is charged. Royalty and non-royalty-bearing grants from the IIA 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 in the consolidated statements of income (loss).
The Company recorded grants in the amounts of $5,643, $2,844 and $3,595 for the years ended December 31, 2019, 2020 and 2021, 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 IIA in previous years. The obligation to pay these royalties is contingent on actual sales of the products. Grants received from the IIA 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 SAS 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 from “research and development expenses” in the consolidated statements of income (loss). During the years
ended December 31, 2019, 2020 and 2021, the Company recorded CIR benefits in the amount of $2,312, $3,287 and $2,299, respectively.
The research & development (R&D) tax credit in the UK is designed to encourage innovation and increase spending on R&D activities for
companies operating in the UK. This is relevant to the Company’s subsidiary R&D centers in the UK. Generally, the UK R&D tax credit offsets the income
tax to be paid and the remaining portion (if any) will be refunded. The R&D tax credit is calculated based on the claimed volume of eligible R&D
expenditures by the Company. As a result, the R&D tax credit is presented as a deduction from “research and development expenses” in the consolidated
statements of income (loss). During the years ended December 31, 2019, 2020 and 2021, the Company recorded R&D tax credit benefits in the amount of
$201, $198 and $248, 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 income
(loss).
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 50% 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 income (loss).
F- 23
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
Total contributions for the years ended December 31, 2019, 2020 and 2021 were $1,189, $1,232 and $1,155, respectively.
Accrued severance pay:
Effective July 1, 2021, the Israeli subsidiary’s agreements with employees hired prior to August 1, 2016, are under Section 14 of the Severance
Pay Law, 1963. Up to July 1, 2021, the liability of CEVA’s Israeli subsidiary for severance pay for employees hired prior to August 1, 2016, was calculated
pursuant to Israeli severance pay law based on the most recent salary of each employee multiplied by the number of years of employment for these
employee as of June 30, 2021. The Israeli subsidiary’s liability for the period until June 30, 2021, 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 June 30, 2021. 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.
Effective August 1, 2016, the Israeli subsidiary’s agreements with new employees in Israel are under Section 14 of the Severance Pay Law, 1963,
and effective July 1, 2021, also with employees hired prior to August 1, 2016. The Israeli subsidiary’s contributions for severance pay have extinguished its
severance obligation. Upon contribution of the full amount based on the employee’s monthly salary for each year of service, no additional obligation exists
regarding the matter of severance pay, and no additional payments is made by the Israeli subsidiary to the employee. Furthermore, the related obligation
and amounts deposited on behalf of the employee for such obligation are not stated on the balance sheet, as the Israeli subsidiary is legally released from
any obligation to employees once the required deposit amounts have been paid.
Severance pay expenses, net of related income, for the years ended December 31, 2019, 2020 and 2021, were $1,826, $1,983 and $1,943,
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. Equity-
based compensation primarily includes restricted stock units (“RSUs”), as well as options, stock appreciation right (“SAR”), performance-based stock units
(“PSUs”) and employee stock purchase plan awards.
The Company elects the straight-line recognition method for awards subject to graded vesting based only on a service condition and the
accelerated method for awards that are subject to performance or market. The fair value of each RSU and PSU (excluding PSUs based on market condition
awards) is the market value as determined by the closing price of the common stock on the day of grant. The Company estimates the fair value of PSU
based on market condition awards on the date of grant using the Monte-Carlo simulation model.
F- 24
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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:
Expected dividend yield
Expected volatility
Risk-free interest rate
Expected forfeiture
Contractual term of up to (months)
2019
2020
0%
42% - 43%
2.0% - 2.5%
0%
32% - 60%
0.1% - 1.9%
0%
24
0%
24
2021
0%
39% - 60%
0.1% - 1.7%
0%
24
During the years ended December 31, 2019, 2020 and 2021, the Company recognized equity-based compensation expense related to stock options,
SARs, RSUs, PSUs 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
2019
Year ended December 31,
2020
2021
$
$
630 $
5,857
1,495
2,736
10,718 $
639 $
6,874
2,038
4,085
13,636 $
818
7,287
1,626
3,324
13,055
As of December 31, 2021, there was $18,817 of unrecognized compensation expense related to unvested RSUs, PSUs and employee stock
purchase plan. This amount is expected to be recognized over a weighted-average period of 1.6 years. As of December 31, 2021, there was no
unrecognized compensation expense related to unvested stock options and SARs.
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, marketable equity securities and
derivative instruments are carried at fair value. See Note 5 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’s 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.
F- 25
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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. Generally, these cash equivalents may be redeemed upon demand
and, therefore management believes that it bears a lower risk. The short-term and long-term bank deposits are held in financial institutions which
management believes are institutions with high credit standing, and accordingly, minimal credit risk from geographic or credit concentration. 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 value or maturity. 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 Asia Pacific, and also in the United States and Europe. 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 estimates of expected credit
losses for based upon its assessment of various factors, including historical experience, the age of the trade receivable balances, credit quality of its
customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to
collect from customers.
Year ended December 31, 2021
Allowance for credit losses
Year ended December 31, 2020
Allowance for credit losses
Year ended December 31, 2019
Allowance for doubtful accounts
Balance at
beginning of
period
Additions
Deduction
Balance at
end of period
$
$
$
300 $
152 $
(164) $
327 $
1,443 $
(1,470) $
— $
327 $
— $
288
300
327
The Company has no off-balance-sheet concentration of credit risk.
F- 26
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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 gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss)
and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
On January 1, 2019, gains and losses on derivative instruments that are designated and qualify as a cash flow hedge are recorded in accumulated
other comprehensive income (loss) and reclassified into earnings during the same accounting period in which the designated forecasted transaction or
hedged item affects earnings.
As of December 31, 2020, and 2021, the notional principal amount of the Hedging Contracts to sell U.S. dollars held by the Company was $0 and
$4,500, respectively.
Advertising expenses:
Advertising expenses are charged to consolidated statements of income (loss) as incurred. Advertising expenses for the years ended December 31,
2019, 2020 and 2021 were $996, $559 and $623, 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.
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.
F- 27
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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-based awards
Diluted weighted-average common stock outstanding
Basic net income (loss) per share
Diluted net income (loss) per share
$
$
2019
Year ended December 31,
2020
2021
$
28 $
(2,379) $
21,932
391
22,323
0.00 $
0.00 $
22,107
—
22,107
(0.11) $
(0.11) $
396
22,819
432
23,251
0.02
0.02
The weighted-average number of shares related to outstanding equity-based awards excluded from the calculation of diluted net income per share,
since their effect was anti-dilutive, were 184,947 shares for the year ended December 31, 2019. The total number of shares related to outstanding equity-
based awards excluded from the calculation of diluted net loss per share, since their effect was anti-dilutive, was 1,132,017 for the years ended
December 31, 2020. The weighted-average number of shares related to outstanding equity-based awards excluded from the calculation of diluted net
income per share, since their effect was anti-dilutive, were 65,073 shares for the year ended December 31, 2021.
Recently Issued Accounting Pronouncement:
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract
Liabilities from Contracts with Customers (ASU 2021-08), which clarifies that an acquirer of a business should recognize and measure contract assets and
contract liabilities in a business combination in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with
Customers (Topic 606). This guidance will be effective for the Company in the first quarter of 2023 on a prospective basis, with early adoption permitted.
The Company is currently evaluating the impact of the new guidance on its consolidated financial statements.
NOTE 2: REVENUE RECOGNITION
The following table includes estimated revenue expected to be recognized in future periods related to performance obligations that are unsatisfied
or partially unsatisfied at the end of the reporting period. The estimated revenues do not include amounts of royalties or unexercised contract renewals:
License, NRE and related revenues
2022
26,628 $
2023
1,318 $
2024
306
$
F- 28
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
Disaggregation of revenue:
The following table provides information about disaggregated revenue by primary geographical market, major product line and timing of revenue
recognition:
Year ended December 31, 2020
Year ended December 31, 2021
Licensing and
related
revenues
Royalties
Total
Licensing,
NRE and
related
revenues
Royalties
Total
$
$
6,716 $
6,176
39,621
—
52,513 $
14,097 $
5,790
27,926
—
47,813 $
20,813 $
11,966
67,547
—
100,326 $
16,685 $
2,938
53,194
10
72,827 $
10,033 $
3,938
35,908
—
49,879 $
26,718
6,876
89,102
10
122,706
$
40,748 $
37,917 $
78,665 $
52,460 $
36,960 $
89,420
11,765
52,513 $
9,896
47,813 $
21,661
100,326 $
20,367
72,827 $
12,919
49,879 $
33,286
122,706
$
Primary geographical markets
United States
Europe and Middle East
Asia Pacific
Other
Total
Major product/service lines
Connectivity products (baseband for
handset and other devices, Bluetooth,
Wi-Fi, NB-IoT, and SATA/SAS)
Smart sensing products (AI, sensor
fusion, audio/sound and imaging and
vision)
Total
Timing of revenue recognition
Products transferred at a point in time $
Products and services transferred over
time
Total
$
40,075 $
47,813 $
87,888 $
53,401 $
49,879 $
103,280
12,438
52,513 $
—
47,813 $
12,438
100,326 $
19,426
72,827 $
—
49,879 $
19,426
122,706
Year ended December 31, 2019
Licensing and
related revenues
Royalties
Total
Primary geographical markets
United States
Europe and Middle East
Asia Pacific
Total
Major product/service lines
Connectivity products (baseband for handset and
other devices, Bluetooth, Wi-Fi, NB-IoT, and
SATA/SAS)
Smart sensing products (AI, sensor fusion,
audio/sound and imaging and vision)
Total
Timing of revenue recognition
Products transferred at a point in time
Products and services transferred over time
Total
$
$
$
$
$
$
F- 29
15,203 $
5,282
27,405
47,890 $
1,424 $
16,211
21,627
39,262 $
36,471 $
34,206 $
11,419
47,890 $
33,794 $
14,096
47,890 $
5,056
39,262 $
39,262 $
—
39,262 $
16,627
21,493
49,032
87,152
70,677
16,475
87,152
73,056
14,096
87,152
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
Contract balances:
The following table provides information about trade receivables, unbilled receivables and contract liabilities from contracts with customers:
Trade receivables
Unbilled receivables (associated with licensing, NRE and related revenue)
Unbilled receivables (associated with royalties)
Deferred revenues (short-term contract liabilities)
December 31,
2020
December 31,
2021
$
14,765 $
5,479
10,980
2,434
14,644
1,833
10,972
8,661
The Company receives payments from customers based upon contractual payment schedules; trade receivables are recorded when the right to
consideration becomes unconditional, and an invoice is issued to the customer. Unbilled receivables associated with licensing and other include amounts
related to the Company’s contractual right to consideration for completed performance objectives not yet invoiced. Unbilled receivables associated with
royalties are recorded as the Company recognizes revenues from royalties earned during the year, but not yet invoiced, either by actual sales data received
from customers, or, when applicable, by the Company’s estimation. Contract liabilities (deferred revenue) include payments received in advance of
performance under the contract, and are realized with the associated revenue recognized under the contract.
During the year ended December 31, 2021, the Company recognized $2,385 that was included in deferred revenues (short-term contract liability)
balance at January 1, 2021.
Practical expediency and exemptions:
The Company generally expenses sales commissions when incurred because the amortization period would have been less than one year. The
Company records these costs within sales and marketing expenses on the Company’s consolidated statements of income (loss).
The Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period
between payment by the customer and the transfer of the promised goods or services to the customer will be one year or less.
F- 30
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
NOTE 3: MARKETABLE SECURITIES
The following is a summary of available-for-sale marketable securities at December 31, 2020 and 2021:
Available-for-sale - matures within one year:
Corporate bonds
Available-for-sale - matures after one year through five
years:
Corporate bonds
Amortized
cost
As at December 31, 2021
Gross
Gross
unrealized
unrealized
losses
gains
Fair
value
$
11,937 $
39 $
(7) $
11,969
78,920
227
(818)
78,329
Total
$
90,857 $
266 $
(825) $
90,298
Available-for-sale - matures within one year:
Corporate bonds
Available-for-sale - matures after one year through five
years:
Corporate bonds
Amortized
cost
As at December 31, 2020
Gross
Gross
unrealized
unrealized
losses
gains
Amortized
cost
$
12,667 $
49 $
(7) $
12,709
75,483
667
(105)
76,045
Total
$
88,150 $
716 $
(112) $
88,754
F- 31
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
The following table presents gross unrealized losses and fair values for those investments that were in an unrealized loss position as of December
31, 2020 and 2021, and the length of time that those investments have been in a continuous loss position:
As of December 31, 2021
As of December 31, 2020
Less than 12 months
Gross
unrealized loss
Fair value
$
$
53,412 $
31,393 $
(667) $
(91) $
Fair value
12 months or greater
Gross
unrealized loss
(158)
(21)
12,039 $
7,381 $
During the year ended December 31, 2019 the Company did not recognize any other-than temporary impairment losses. During the years ended
December 31, 2020, and 2021, with the adoption of ASU 2016-13, the amount of credit losses recorded was not material.
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
$
$
13 $
(41) $
14 $
(20) $
43
(30)
2019
Year ended December 31,
2020
2021
NOTE 4: LEASES
The Company leases substantially all of its office space and vehicles under operating leases. The Company's leases have original lease periods
expiring between 2022 and 2034. Many leases include one or more options to renew. The Company does not assume renewals in its determination of the
lease term unless the renewals are deemed to be reasonably certain. Lease payments included in the measurement of the lease liability comprise the
following: the fixed non-cancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be
exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.
The following is a summary of weighted average remaining lease terms and discount rate for all of the Company’s operating leases:
Weighted average remaining lease term (years)
Weighted average discount rate
Total operating lease cost and cash payments for operating leases were as follows:
Operating lease cost
Cash payments for operating leases
F- 32
December 31, 2021
5.07
1.97%
Year ended December 31,
2020
2,587 $
2,975 $
2021
3,085
3,175
$
$
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
Maturities of lease liabilities are as follows:
2022
2023
2024
2025
2026 and thereafter
Total undiscounted cash flows
Less imputed interest
Present value of lease liabilities
F- 33
3,466
1,416
794
814
2,365
8,855
451
8,404
$
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
NOTE 5: 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, investments in marketable equity securities and foreign currency derivative contracts at fair
value. Investments in marketable equity securities are classified within Level I as the securities are traded in an active market. 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.
The table below sets forth the Company’s assets measured at fair value by level within the fair value hierarchy. Assets are classified in their
entirety based on the lowest level of input that is significant to the fair value measurement.
Description
Assets:
Marketable securities:
Corporate bonds
Foreign exchange contract
Investments in marketable equity securities
Description
Assets:
Marketable securities:
Corporate bonds
December 31,
2021
Level I
Level II
Level III
$
90,298
63
2,919
— $
—
2,919
90,298
63
—
—
—
—
December 31,
2020
Level I
Level II
Level III
$
88,754
— $
88,754
—
F- 34
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
NOTE 6: 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,
2020
2021
$
$
21,322 $
998
4,059
26,379
(18,793)
7,586 $
23,541
1,069
4,180
28,790
(22,025)
6,765
The Company recorded depreciation expenses in the amount of $3,233 and $3,184 for the years ended December 31,
2020 and 2021, respectively.
NOTE 7: GOODWILL AND INTANGIBLE ASSETS, NET
(a) Goodwill:
Changes in goodwill are as follows:
Balance as of January 1,
Acquisition
Balance as of December 31,
Year ended December 31,
2021
2020
$
$
51,070 $
—
51,070 $
51,070
23,707
74,777
F- 35
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
(b) Intangible assets:
Year ended December 31, 2020
Year ended December 31, 2021
Weighted
average
amortization
period
(years)
Gross
carrying
amount
Accumulated
amortization
Net
Gross
carrying
amount
Accumulated
amortization
Net
Intangible assets –amortizable:
Intangible assets related to the
acquisition of Intrinsix business
Customer relationships
Customer backlog
Patents
Core technologies
Intangible assets related to the
acquisition of Hillcrest Labs business
Customer relationships
Customer backlog
R&D Tools
Intangible assets related to Immervision
assets acuaisition
R&D Tools
Intangible assets related to an investment
in NB-IoT technologies
NB-IoT technologies (*)
5.5 $
1.5
5.0
3.0
— $
—
—
—
— $
—
—
—
— $
—
—
—
3,604 $
421
218
3,329
382 $
164
26
647
3,222
257
192
2,682
4.4 $
0.5
7.5
3,518 $
72
2,475
1,262 $
72
480
2,256 $
—
1,995
3,518 $
72
2,475
2,130 $
72
810
1,388
—
1,665
6.4
7,063
1,575
5,488
7,063
2,679
4,384
7.0
1,961
864
1,097
1,961
1,144
817
Total intangible assets
$
15,089 $
4,253 $
10,836 $
22,661 $
8,054 $
14,607
(*) During the first quarter of 2018, the Company entered into an agreement to acquire certain NB-IoT technologies in
the amount of $2,800, of which technologies valued at $600 has not been received. Of the $2,200, $210 has not resulted in
cash outflows as of December 31, 2021. In addition, the Company participated in programs sponsored by the Hong Kong
government for the support of the above investment, and as a result, the Company received during 2019 an amount of $239
related to the NB-IoT technologies, which was reduced from the gross carrying amount of intangible assets. The Company
recorded the amortization cost of the NB-IoT technologies on “cost of revenues” on the Company’s consolidated statements
of income (loss).
Future estimated annual amortization charges are as follows:
2022
2023
2024
2025
2026 and thereafter
4,647
3,714
3,013
2,262
971
14,607
$
The Company recorded amortization expense in the amount of $2,588 and $3,801 for the years ended December 31, 2020 and 2021, respectively.
F- 36
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
NOTE 8: ACCRUED EXPENSES AND OTHER PAYABLES
Engineering accruals
Professional fees
Government grants
Income taxes payable, net
Other
Total
NOTE 9: STOCKHOLDERS’ EQUITY
a. Common stock:
As at December 31,
2020
2021
$
$
920 $
790
524
231
1,378
3,843 $
719
782
795
420
1,314
4,030
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 5,700,000 shares in 2010, 2013, 2014 and 2018. In February 2020, the Company’s Board of Directors
authorized the repurchase by the Company of an additional 700,000 shares of common stock.
As of December 31, 2021, 497,608 shares of common stock remained authorized for repurchase under the Company’s share repurchase program.
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 all SAR
grants made in years prior to 2016. Starting in 2016, the Company ceased to grant SAR units). 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.
F- 37
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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 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 such SARs vested as of December 31, 2018, 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.
A summary of the Company’s stock option and SARs activities and related information for the year ended December 31, 2021, is as follows:
Number of
options and
SAR units (1)
Weighted
average
exercise
price
Weighted
average
remaining
contractual
term
Outstanding at the beginning of the year
Granted
Exercised
Forfeited or expired
Outstanding at the end of the year (2)
Exercisable at the end of the year (3)
289,069 $
—
(163,069)
—
126,000 $
126,000 $
22.42
—
24.24
—
20.06
20.06
Aggregate
intrinsic-value
6,673
3.6 $
2.6 $
2.6 $
2,921
2,921
(1) The SAR units are convertible for a maximum number of shares of the Company’s common stock equal to 75% of the SAR units subject to
the grant.
(2) Due to the ceiling imposed on the SAR grants, the outstanding amount equals a maximum of 124,250 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 124,250 shares of the Company's common stock
issuable upon exercise.
In 2019, 2020 and 2021, the Company did not grant options and/or SARs.
The total intrinsic value of options and SARs exercised during the years ended December 31, 2019, 2020 and 2021 was $629, $6,876 and $7,177,
respectively.
F- 38
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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, 2021, have been classified into a range of exercise prices as follows:
Exercise price
(range)
14.77 - 17.61
19.36 - 19.59
24.86 - 27.17
Outstanding
Weighted
average
remaining
contractual
life (years)
1.8
2.4
4.1
2.6
Number of
options and
SARs
39,000
57,000
30,000
126,000
Weighted
average
exercise price
Number of
options and
SARs
$
$
$
$
15.72
19.41
26.94
20.06
39,000
57,000
30,000
126,000
Exercisable
Weighted
average
remaining
contractual
life (years)
1.8
2.4
4.1
2.6
Weighted
average
exercise price
15.72
19.41
26.94
20.06
$
$
$
$
A RSU award is an agreement to issue shares of the Company’s common stock at the time the award or a portion thereof
vests. RSUs granted to employees generally vest in three equal annual installments starting on the first anniversary of the grant
date. Until the end of 2017, RSUs granted to non-employee directors would generally vest in full on the first anniversary of the
grant date. Starting in 2018, RSUs granted to non-employee directors would generally vest in two equal annual installments
starting on the first anniversary of the grant date.
On May 7, 2019, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company approved, effective
immediately, an amendment to the RSU award granted to the Company’s Chief Executive Officer (the “CEO”) on February 19, 2019, consisting of 30,000
RSUs that vest in a three-year period (the “Prior RSU Award”). The Committee and the CEO mutually agreed to amend the Prior RSU Award. In lieu of the
Prior RSU Award, the CEO received (1) 10,000 time-based RSUs with the same original three-year vesting schedule starting with 1/3 on February 19,
2020, and (2) an opportunity to receive up to 24,000 PSUs based on the Company’s achievement of the 2019 license and related revenue goal of $41,000
that was approved by the Board (the “2019 License Revenue Target”). If the Company’s results equal 100% of the 2019 License Revenue Target, the CEO
would receive 20,000 PSUs. If the Company’s results were between 90% to 99% of the 2019 License Revenue Target, the CEO would receive the same
proportion of the 20,000 PSUs. If the Company’s results exceeded 100% of the 2019 License Revenue Target, every 1% increase of the 2019 License
Revenue Target, up to 120%, would result in an increase of 1% of the 20,000 PSUs to be awarded to the CEO. In 2019, the Company achieved 116% of the
2019 License Revenue Target, so based on the PSU award conditions, the CEO received 23,200 PSUs. The PSUs vest in a three-year period, with 1/3 of the
PSUs having vested on February 19, 2020, and thereafter 1/3 of the remaining PSUs would vest on each of February 19, 2021 and February 19, 2022.
On July 19, 2019, the Company issued a total of 52,000 RSUs to 22 employees who joined the Company in connection with the Company's
acquisition of the Hillcrest Labs business. The RSUs were granted outside of the Company’s existing equity plans and were granted as inducements to
employment in accordance with NASDAQ Listing Rule 5635(c)(4). The RSUs were priced at $25.41 per share, the fair market value on the grant date, and
vest over three years, with 34% of the RSUs vesting after one year and the remaining RSUs vesting in equal portions over the following 24 months, such
that all RSUs vest after three years, subject to the employee's continuous service through each vesting date.
F- 39
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
On February 20, 2020, the Committee granted 17,045, 5,113, 4,545 and 4,545 PSUs to each of the Company’s CEO, Executive Vice President,
Worldwide Sales, Chief Financial Officer and Chief Operating Officer, respectively, pursuant to the 2011 Plan (collectively, the “2020 Short-Term
Executive PSUs”). The performance goals for the 2020 Short-Term Executive PSUs with specified weighting were as follows:
Weighting
50%
50%
Goals
Vesting of the full 50% of the PSUs occurs if the Company achieves the 2020 license and related
revenue amount in the budget approved by the Board (the “2020 License Revenue Target”). The vesting
threshold is achievement of 90% of 2020 License Revenue Target. If the Company’s actual result is
above 90% but less than 99% of the 2020 License Revenue Target, 91% to 99% of the eligible PSUs
would be subject to vesting. If the Company’s actual result exceeds 100% of the 2020 License Revenue
Target, every 1% increase of the 2020 License Revenue Target, up to 110%, would result in an increase
of 2% of the eligible PSUs.
Vesting of the full 50% of the PSUs occurs if the Company achieves positive total shareholder return
whereby the return on the Company’s stock for 2020 is greater than the S&P500 index. The vesting
threshold is if the return on the Company’s stock for 2020 is at least 90% of the S&P500 index. If the
return on the Company’s stock, in comparison to the S&P500, is above 90% but less than 99% of the
S&P500 index, 91% to 99% of the eligible PSUs would be subject to vesting. If the return on the
Company’s stock exceeds 100% of the S&P500 index, every 1% increase in comparison to the S&P500
index, up to 110%, would result in an increase of 2% of the eligible PSUs.
Additionally, PSUs representing an additional 20%, meaning an additional 3,410, 1,023, 909 and 909 PSUs, would be eligible for vesting for each
of the Company’s CEO, Executive Vice President, Worldwide Sales, Chief Financial Officer and Chief Operating Officer, respectively, if the performance
goals set forth above are exceeded.
In 2020, the Company achieved 103% of the 2020 License Revenue Target and a positive total shareholder return whereby the return on the
Company’s stock for 2020 was 323% greater than the S&P500 index, so based on the PSU award conditions, the Company’s CEO, Executive Vice
President, Worldwide Sales, Chief Financial Officer and Chief Operating Officer received 19,261, 5,778, 5136 and 5,136 PSUs, respectively.
The 2020 Short-Term Executive PSUs vest 33.4% on February 20, 2021, 33.3% on February 20, 2022 and 33.3% on February 20, 2023.
F- 40
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
Also, on February 20, 2020, the Committee granted 56,818, 35,511, 28,409 and 28,409 long-term PSUs to each of the Company’s CEO, Executive
Vice President, Worldwide Sales, Chief Financial Officer and Chief Operating Officer, respectively, pursuant to the 2011 Plan (collectively, the “Long-
Term Executive PSUs”). The Long-Term Executive PSUs vest upon the achievement of either of the following performance goals:
● If the Company’s non-GAAP EPS on or before the end of 2022 is tripled from the Company’s non-GAAP EPS in 2018.
● If the Company’s market cap reaches at least $1 billion for at least 30 days of trading based on the market cap information set forth on
Yahoo Finance.
In 2020, the Company did not achieve any of the above performance goals. On February 17, 2021, the Company achieved the market cap
performance goal, and the Long-Term Executive PSUs vested.
Furthermore, on February 20, 2020, the Committee granted an aggregate of 18,500 PSUs to certain key employees of the Company. The PSUs
shall vest over three years upon the achievement of the following performance goals, with 34% of the PSUs vesting after one year and the remaining
vesting in equal portions over the following 24 months, such that all PSUs shall vest after three years, subject to the employee's continuous service through
each vesting date:
Weighting
50%
30%
20%
Goals
Achievement of specified bookings in 2020 (“Specified Bookings”) for licensing and related revenues
associated with certain of the Company’s technologies (the “Specified Booking Target”) in specific
geographic region. If 90% of the Specified Booking Target is achieved, 90% of the bonus amount under
this component would be payable with every 1% increase resulting in a corresponding increase in the
bonus amount under this component.
Execution of definitive license agreements for pre-determined software with at least five of seven
original equipment manufacturers. If five such agreements are executed, 71% of the bonus amount
under this component, which is subject to a 6% weighting, would be payable. If six agreements are
executed, 86% of the bonus amount under this component, which is subject to a 6% weighting, would
be payable.
Execution of definitive license agreements with at least two customers in a predetermined strategic
market.
In 2020, six original equipment manufacturers agreements were executed, so based on the PSU award conditions, the key employees of the
Company received 4,515 PSUs. The other two performance goals were not achieved.
On February 15, 2021, Bruce A. Mann resigned from the Board of Directors (the “Board”) of the Company, effective immediately. In connection
with his retirement, the Board determined to accelerate in full the vesting of Mr. Mann’s 5,902 unvested RSUs.
On February 16, 2021, the Board unanimously approved the appointment of Jaclyn Liu as an independent member of the Board with the
appointment effective as of February 16, 2021. In accordance with the Company’s non-employee director compensation policy, Ms. Liu received an annual
director grant of 1,784 RSUs with fair value of $124,670 under the Company’s 2011 Plan. The RSUs vest over a two-year period with the first 50% vesting
after the first anniversary of the grant date and the remainder vesting on the second anniversary of the grant date.
F- 41
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
On February 18, 2021, the Committee granted 5,962, 4,024, 3,577 and 3,577 time-based RSUs to each of the Company’s CEO, Executive Vice
President, Worldwide Sales, Chief Financial Officer and Chief Operating Officer, respectively, pursuant to the 2011 Plan. The RSU grants vest 33.4% on
February 18, 2022, 33.3% on February 18, 2023 and 33.3% on February 18, 2024.
Also, on February 18, 2021, the Committee granted 8,943, 2,683, 2,385 and 2,385 PSUs to each of the Company’s CEO, Executive Vice
President, Worldwide Sales, Chief Financial Officer and Chief Operating Officer, respectively, pursuant to 2011 Plan (collectively, the “2021 Short-Term
Executive PSUs”). The performance goals for the 2021 Short-Term Executive PSUs with specified weighting are as follows:
Weighting
50%
50%
Goals
Vesting of the full 50% of the PSUs occurs if the Company achieves the 2021 license and related
revenue target approved by the Board (the “2021 License Revenue Target”). The vesting threshold is
achievement of 90% of 2021 License Revenue Target. If the Company’s actual result exceeds 90% but
less than 99% of the 2021 License Revenue Target, 91% to 99% of the eligible PSUs would be subject
to vesting. If the Company’s actual result exceeds 100% of the 2021 License Revenue Target, every 1%
increase of the 2021 License Revenue Target, up to 110%, would result in an increase of 2% of the
eligible PSUs.
Vesting of the full 50% of the PSUs occurs if the Company achieves positive total shareholder return
whereby the return on the Company’s stock for 2021 is greater than the S&P500 index. The vesting
threshold is if the return on the Company’s stock for 2021 is at least 90% of the S&P500 index. If the
return on the Company’s stock, in comparison to the S&P500, is above 90% but less than 99% of the
S&P500 index, 91% to 99% of the eligible PSUs would be subject to vesting. If the return on the
Company’s stock exceeds 100% of the S&P500 index, every 1% increase in comparison to the S&P500
index, up to 110%, would result in an increase of 2% of the eligible PSUs.
Additionally, PSUs representing an additional 20%, meaning an additional 1,788, 536, 477 and 477, would be eligible for vesting for each of the
Company’s CEO, Executive Vice President, Worldwide Sales, Chief Financial Officer and Chief Operating Officer, respectively, if the performance goals
set forth above are exceeded.
In 2021, the Company achieved 109% of the 2021 License Revenue Target and a negative total shareholder return whereby the return on the
Company’s stock for 2021 was lesser than the S&P500 index, so based on the PSU award conditions, the Company’s CEO, Executive Vice President,
Worldwide Sales, Chief Financial Officer and Chief Operating Officer received 5,276, 1,583, 1,407 and 1,407 PSUs, respectively.
F- 42
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
The 2021 Short-Term Executive PSUs vest 33.4% on February 18, 2022, 33.3% on February 18, 2023 and 33.3% on February 18, 2024.
A summary of the Company’s RSU and PSU activities and related information for the year ended December 31, 2021, is as follows:
Unvested as at the beginning of the year
Granted
Vested
Forfeited
Unvested at the end of the year
Stock Plans
Number of
RSUs and PSUs
Weighted average
grant-date
fair value
842,948 $
420,749
(484,775)
(90,849)
688,073 $
29.30
47.32
26.80
36.19
41.18
As of December 31, 2021, 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, 2021, options, SARs, RSUs and PSUs to purchase 974,542 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 3,200,000 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. As of December 31, 2021, there were no outstanding equity awards remaining in the 2002 Plan.
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, external 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 April 2030.
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- 43
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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 current directors of the Company consisting solely of RSUs granted under the 2011 Plan. From February 2015 to 2017, the
Chairman of the Board of Directors would receive a RSU award with an annualized value of $268,520, directors with a chairperson position on any
committee of the Board of Directors would receive a RSU award with an annualized value of $249,340 and all other directors would receive a RSU award
with an annualized value of $124,670. In response to market trends, in lieu of the prior annualized values of the RSU awards to directors, starting in July
2018, each director was granted shares of RSUs based on an annualized value of $124,670, which vest 50% on the first year anniversary of the grant date
and the remaining 50% on the second year anniversary of the grant date. In July 2019, 2020 and 2021, based on the new parameters, the directors of the
Company received a grant of RSUs in the aggregate amount of 35,399 RSUs, 26,984 RSUs and 21,392 RSUs, respectively. In February 2019, the Board
determined that each new director of the Company, in lieu of an option to purchase 38,000 shares of common stock, would receive a RSU award with an
annualized value of $124,670.
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 3,050,000 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, 2021, 200,542 shares of common stock were available for future issuance under the ESPP.
F- 44
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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 10: 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- 45
Year ended December 31,
2021
2020
$
$
— $
— $
63
63
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
The Company recorded the fair value of derivative assets in “prepaid expenses and other current assets” on the Company’s consolidated balance
The changes in unrealized gains (losses) recognized in “accumulated other comprehensive income (loss)” on derivatives, before tax effect, is as
sheets.
follows:
Derivatives designated as cash flow hedging instruments:
Foreign exchange option contracts
Foreign exchange forward contracts
2019
Year ended December 31,
2020
2021
$
$
55 $
385
440 $
(8) $
640
632 $
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
2019
Year ended December 31,
2020
2021
$
$
(27) $
(280)
(307) $
(6) $
(682)
(688) $
—
228
228
—
(165)
(165)
The Company recorded in cost of revenues and operating expenses, a net gain of $307, a net gain of $688 and a net gain of $165 during the years
ended December 31, 2019, 2020 and 2021, respectively, related to its Hedging Contracts.
F- 46
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
NOTE 11: 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, 2020
Year ended December 31, 2021
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
$
45 $
49 $
94 $
478 $
— $
Other comprehensive income (loss)
before reclassifications
Amounts reclassified from
accumulated other comprehensive
income (loss)
Net current period other comprehensive
income (loss)
Ending balance
$
428
556
984
(892)
200
5
(605)
(600)
(13)
(145)
433
478 $
(49)
— $
384
478 $
(905)
(427) $
55
55 $
478
(692)
(158)
(850)
(372)
The following table provides details about reclassifications out of accumulated other comprehensive income (loss):
Details about Accumulated Other
Comprehensive Income (Loss)
Components
Amount reclassified from accumulated other comprehensive
income (loss)
Affected Line Item in the
Statements of Income (Loss)
Unrealized gains (losses) on cash flow
hedges
$
Unrealized gains (losses) on available-for-
sale marketable securities
Year ended December 31,
2020
2019
2021
5 $
272
8
22
307
36
271
(28)
(9)
(19)
14 $
607
19
48
688
83
605
(6)
(1)
(5)
4 Cost of revenues
144 Research and development
4 Sales and marketing
13 General and administrative
165 Total, before income taxes
20 Income tax expense
145 Total, net of income taxes
13 Financial income, net
— Income tax benefit
13 Total, net of income taxes
$
252 $
600 $
158 Total, net of income taxes
F- 47
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
NOTE 12: GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA
a. Summary information about geographic areas:
The Company manages its business on a basis of one reportable segment: the licensing of intellectual property and integrated IP solutions 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 (2)
Asia Pacific (1)
Other
(1) China
(2) Germany
*) Less than 10%
Long-lived assets by geographic region:
Israel
France
United States
Other
2019
Year ended December 31,
2020
2021
$
$
$
$
16,627 $
21,493
49,032
—
87,152 $
33,233 $
16,100
20,813 $
11,966
67,547
—
100,326 $
51,726 $
*)
26,718
6,876
89,102
10
122,706
67,491
*)
2020
2021
$
$
11,248 $
814
2,868
1,708
16,638 $
8,402
599
4,624
1,967
15,592
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%
c. Information about Products and Services:
2019
Year ended December 31,
2020
2021
15%
19%
14%
15%
21%
*)
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:
Connectivity products and services
Smart sensing products and services
2019
Year ended December 31,
2020
2021
81%
19%
78%
22%
73%
27%
F- 48
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
NOTE 13: SELECTED STATEMENTS OF INCOME DATA
a. Financial income, net:
2019
Year ended December 31,
2020
2021
Interest income
Gain (loss) on available-for-sale marketable securities, net
Amortization of premium on available-for-sale marketable
securities, net
Foreign exchange gain (loss), net
Total
$
$
4,220 $
(28)
(554)
(347)
3,291 $
3,291 $
(6)
(444)
443
3,284 $
1,873
13
(420)
(1,269)
197
b. Remeasurement of marketable equity securities:
The Company recorded a gain of $1,983 in 2021 related to remeasurement of its marketable equity securities. During the years ended
December 31, 2019 and 2020, no impairment loss was identified.
The following table summarizes the total carrying value of the Company’s investment in marketable equity securities held as of December 31,
2021, including cumulative unrealized upward adjustments made to the initial cost basis of the investment:
Initial cost basis
Upward adjustments
Total carrying value at the end of the period
NOTE 14: TAXES ON INCOME
a. U.S. tax reform
$
$
1,806
1,113
2,919
On December 22, 2017, the U.S. government enacted the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes significant
changes to the U.S. corporate income tax system including but not limited to: a federal corporate rate reduction from 35% to 21%; creation of the
base erosion anti-abuse tax (“BEAT”), introduction of the Global Intangible Low Taxed Income (“GILTI”) provisions; the transition of U.S.
international taxation from a worldwide tax system to a modified territorial tax system; modifications to the allowance of net business interest
expense deductions; modification of net operating loss provisions; changes to 162(m) limitation rules and bonus depreciation provisions. The
change to a modified territorial tax system resulted in a one-time U.S. tax liability on those earnings which have not previously been repatriated to
the U.S. (the “Transition Tax”), with future dividend distributions not subject to U.S. federal income tax when repatriated. A majority of the
provisions in the Tax Act became effective January 1, 2018.
F- 49
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
In connection with its analysis of the impact of the Tax Act, the Company had $16,053 of Transition Tax inclusion reported on the tax
return filed for the year ended December 31, 2017. After the utilization of existing tax net operating loss carryforwards, the Company did not pay
additional U.S. federal cash taxes.
The Tax Act added a new code section 951A, which requires a U.S. shareholder of a Controlled Foreign Corporation (“CFC”) to include
in current taxable income, its GILTI in a manner similar to Subpart F income. The statutory language also allows a deduction for corporate
shareholders equal to 50% of the GILTI inclusion, which would be reduced to 37.5% starting in 2026. In general, GILTI imposes a tax on the net
income of foreign corporate subsidiaries in excess of a deemed return on their tangible assets. The Company is subject to GILTI for 2018 and
future periods. The Company is electing to account for the income tax effects of GILTI as a ‘period cost‘, an income tax expenses in the year the
tax is incurred.
For the fiscal year ended 2020 and 2021, the Company operated at net losses before and after GILTI inclusion and did not pay additional
U.S. federal cash taxes.
Furthermore, the Tax Act limits the carryover of net operating losses generated after tax years 2017 to 80% of taxable income and
eliminates the ability to carryback. Losses incurred before January 1, 2018 have not changed and are not limited to the 80% of taxable income and
will continue to be carried forward 20 years. The Company has fully utilized all pre-2018 net operating losses. Any future net operating losses
generated will be carried forward indefinitely and subject to an 80% taxable income limitation.
b. A number of the Company’s operating subsidiaries are taxed at rates lower than U.S. rates.
1. Irish Subsidiaries
The Irish operating subsidiaries qualified for a 12.5% tax rate on its trade. Interest income earned by the Irish subsidiaries is taxed at a
rate of 25%. As of December 31, 2021, the open tax years, subject to review by the applicable taxing authorities for the Irish subsidiaries, are 2016
and subsequent years.
2. Israeli Subsidiary
The Israeli subsidiary enjoys certain tax benefits in Israel, particularly as a result of the “Approved Enterprise” and the “Benefited
Enterprise” status of its facilities and programs through 2019, and the “Technological Preferred Enterprise” status of its facilities and programs
since 2020.
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 reduced corporate tax rate not
exceeding 23% will apply.
F- 50
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
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 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.
In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018
Budget Years), 2016, which includes the Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 73) (the
“Amendment"), was published. The Amendment, among other things, prescribes special tax tracks for technological enterprises, which are subject
to rules that were issued by the Minister of Finance during April 2017.
The new tax track under the Amendment, which is applicable to the Israeli subsidiary, is the “Technological Preferred Enterprise”. A
Technological Preferred Enterprise is an enterprise for which total consolidated revenues of its parent company and all subsidiaries are less than
10 billion New Israeli Shekel (“NIS”). A Technological Preferred Enterprise, as defined in the law, which is located in the center of Israel (where
our Israeli subsidiary is currently located) is subject to tax at a rate of 12% on profits deriving from intellectual property (in development area A,
the tax rate is 7.5%), subject to satisfaction of a number of conditions, including compliance with a minimal amount or ratio of annual Research
and development expenditure and Research and development employees, as well as having at least 25% of annual income derived from exports.
Any dividends distributed to "foreign companies", as defined in the law, deriving from income from the technological enterprises will be subject to
tax at a rate of 4% if foreign entities hold at least 90% of the Company’s common stock.
On November 15, 2021, the Economic Efficiency Law (amending legislation to achieve the budget targets for the 2021 and 2022 budget
years) was published (hereinafter: the "Economic Efficiency Law"), in which a temporary provision was set regarding the thawing of profits
accumulated until December 31,2020 by the companies, in the years in which the same profits were exempt from corporation tax (hereinafter:
"Trapped earnings") taking into account the mechanism established for the payment of reduced tax (hereinafter: "Temporary provisions").
Along with a reduced tax payment mechanism, section 74 of the Capital Investment Encouragement Act has been amended so that as of
August 15, 2021, in any dividend distribution (including a dividend under section 51B) by a company whose said trapped earnings, it will be
necessary to attribute part of that distribution to those trapped earnings.
In accordance with the temporary provisions, the reduction of the corporation tax will apply to profits that will be thawed (without the
actual obligation to distribute them) for one year from the date of publication of the law. The reduction of the tax liability for corporate tax
supplementation depends on the ratio of trapped earnings that will be thawed out of the total trapped earnings and the rate of foreign investment in
the years in which the profits were created, so the higher the ratio of trapped earnings that are released, the lower the tax. The minimum tax rate to
be paid is 6%. In addition, a company that chooses to pay reduced corporation tax will have to invest in an industrial plant that owns a designated
investment amount, in accordance with the requirements of the Economic Efficiency Law, in the five years beginning in the tax year in which the
election date applies. The amount of the intended investment will be invested in the purchase of productive assets and/or investment in research
and development in Israel and/or payment of wages to new employees added.
F- 51
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
In light of the Company's decision not to distribute a dividend in the coming year, no tax expenses were recognized in the tax year.
The balance of accumulated income that has not yet been thawed as of December 31, 2021 is 118,512 NIS (approximately $38,107)
In addition, due to a lack of intention to distribute a dividend in a subsidiary that has imprisoned profits, the Company did not recognize
as of December 31, 2021 a deferred tax liability against recognition of deferred tax expenses.
Income not eligible for Approved Enterprise benefits, Benefited Enterprise benefits or Technological Preferred Enterprise is taxed at a
regular rate, which was 23% in 2021, 2020 and 2019.
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, 2021, the open tax years, subject to review by the applicable taxing authorities for the Israeli subsidiary, are 2018
and subsequent years.
3. French Subsidiary
In 2017, the French government passed a series of tax reforms allowing for the phased reduction in the corporate tax rate. In 2018, the
French operating subsidiary qualified for a 28% corporate income tax rate for taxable profit up to €500 (approximately $560) and the standard
corporate income tax rate of 33.33% for taxable profit above €500 (approximately $560). In 2019, the standard corporate income tax rate was
reduced to 31%, with the first €500 (approximately $560) of taxable profit still being subject to the 28% rate. In 2020, the 28% corporate income
tax rate has become the new standard rate for all taxable profits. In 2021, the standard corporate income tax rate is reduced to 26.5%. In 2022, the
standard corporate income tax rate will be reduced to 25%.
As of December 31, 2021, the open tax years subject to review by the applicable taxing authorities for the French subsidiary are 2019 and
subsequent years.
c. Taxes on income comprised of:
Domestic taxes:
Current
Deferred
Foreign taxes:
Current
Deferred
Income before taxes on income:
Domestic
Foreign
2019
Year ended December 31,
2020
2021
3 $
—
1,936
(600)
1,339 $
(9,039) $
10,406
1,367 $
12 $
—
6,337
(1,449)
4,900 $
(6,348) $
8,869
2,521 $
5
(1,536)
11,772
(4,949)
5,292
(14,883)
20,571
5,688
$
$
$
$
F- 52
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
d. 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 (*)
Technological Preferred Enterprise benefits (*)
Subpart F
Non-deductible items
Non-taxable items
Changes in uncertain tax position
Stock-based compensation expense
Impacts of GILTI
Tax adjustment in respect of difference tax rate of foreign subsidiary
Foreign withholding taxes
Changes in valuation allowance
Other, net
Taxes on income
(*) Basic and diluted earnings per share amounts of the benefit resulting from:
the “Approved Enterprise” and “Benefited Enterprise” status
the “Technological Preferred Enterprise benefits” status
F- 53
2019
Year ended December 31,
2020
2021
$
$
$
$
1,367 $
287
(33)
(154)
—
568
124
(486)
(1,029)
(3)
967
364
444
(209)
499
1,339 $
0.01 $
— $
2,521 $
529
810
—
22
359
306
(690)
—
(666)
644
1,044
—
2,487
55
4,900 $
— $
0.00 $
5,688
1,194
450
—
836
192
340
(483)
—
(1,193)
—
108
648
2,575
625
5,292
—
0.04
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
e. Deferred taxes on income:
Significant components of the Company’s deferred tax assets are as follows:
Deferred tax assets
Operating loss carryforward
Accrued expenses and deferred revenues
Temporary differences related to R&D expenses
Equity-based compensation
Operating leases
Tax credit carry forward
Other
Total gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities
Operating leases
Intangible assets
Total deferred tax liabilities
Net deferred tax assets (*)
As at December 31,
2020
2021
9,493 $
1,783
4,275
3,667
1,619
7,214
202
28,253
(15,844)
12,409 $
1,583 $
—
1,583 $
15,621
1,951
5,057
2,756
1,737
10,997
132
38,251
(19,288)
18,963
1,719
1,394
3,113
10,826 $
15,850
$
$
$
$
$
(*) $45 and $119 net deferred taxes for the years ended December 31, 2020 and 2021, respectively, are from domestic jurisdictions.
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 a decrease in deferred tax assets on
future tax deductions.
As of December 31, 2021, the Company’s undistributed earnings from non-U.S. subsidiaries are intended to be indefinitely reinvested in non-U.S.
operations, and therefore no U.S. deferred taxes liabilities have been recorded.
f. 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 (reductions) for prior year’s tax positions
Balance at December 31
F- 54
Year ended December 31,
2021
2020
$
$
1,037 $
387
134
1,558 $
1,558
133
(81)
1,610
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
As of December 31, 2020 and 2021, there were $1,558 and $1,610, respectively, of unrecognized tax benefits that if recognized would affect the
annual effective tax rate. The Company did not accrue interest and penalties relating to unrecognized tax benefits in its provision for income taxes during
the years ended December 31, 2020 and 2021 because such interest and penalties did not have a material impact on the Company’s financial statements.
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.
g. Tax loss carryforwards:
As of December 31, 2021, CEVA and its subsidiaries had net operating loss carryforwards for federal income tax purposes of approximately
$23,723, which are available to offset future federal taxable income indefinitely. As of December 31, 2021, CEVA and its subsidiaries had net operating
loss carryforwards for California income tax purposes of approximately $13,027, which are available to offset future California taxable income. Such loss
carryforwards begin to expire in 2030.
As of December 31, 2021, CEVA’s Irish subsidiary had foreign operating losses of approximately $51,293, which are available to offset future
taxable income indefinitely.
h. 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 15: RELATED PARTY TRANSACTIONS
On February 16, 2021, the Board unanimously approved the appointment of Jaclyn Liu as an independent member of the Board with the
appointment effective as of February 16, 2021. Ms. Liu is a partner of Morrison & Foerster LLP, outside legal counsel to the Company. Fees attributed to
Morrison & Foerster LLP during the year ended December 31, 2021, were $1,110. The accounts payable balance with Morrison & Foerster LLP at
December 31, 2021 was $11.
NOTE 16: 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, 2021, 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.
F- 55
CEVA, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(in thousands, except share data)
As of December 31, 2021, future purchase obligations and minimum rental commitments for leasehold properties and operating leases with non-
cancelable terms are as follows:
2022
2023
2024
2025 and thereafter
Total
c. Royalties:
Minimum
rental
commitments
for leasehold
properties
Commitments
for other lease
obligations
Other
purchase
obligations
Total
$
$
513 $
318
40
38
909 $
6,855 $
272
—
—
7,127 $
2,100 $
145
130
21
2,396 $
9,468
735
170
59
10,432
The Company participated in programs sponsored by the Israeli government for the support of research and development activities. Through
December 31, 2021, the Company had obtained grants from the IIA for certain of the Company’s research and development projects. The Company is
obligated to pay royalties to the IIA, 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 IIA grants included in cost of revenues for the years ended December 31, 2019, 2020 and 2021 amounted to $715,
$1,066 and $1,175, respectively. As of December 31, 2021, the aggregate contingent liability to the IIA (including interest) amounted to $27,174.
F- 56
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 1, 2022
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
/S/ GIDEON WERTHEIZER
Gideon Wertheizer
/S/ YANIV ARIELI
Yaniv Arieli
/S/ PETER MCMANAMON
Peter McManamon
/S/ BERNADETTE ANDRIETTI
Bernadette Andrietti
/S/ ELIYAHU AYALON
Eliyahu Ayalon
/S/ ZVI LIMON
Zvi Limon
/S/ JACLYN LIU
Jaclyn Liu
/S/ MARIA MARCED
Maria Marced
/S/ SVEN-CHRISTER-NILSSON
Sven-Christer Nilsson
/S/ LOUIS SILVER
Louis Silver
Title
Chief Executive Officer and Director
(Principal Executive Officer & Director)
Chief Financial Officer and Treasurer (Principal
Financial Officer and Principal Accounting
Officer)
Director and Chairman
Director
Director
Director
Director
Director
Director
Director
Date
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
March 1, 2022
Exhibit 21.1
The following are the subsidiaries of CEVA, Inc.
Name
CEVA Limited
CEVA Development, Inc.
CEVA Inc.
CEVA Ireland Limited
CEVA DSP Limited
CEVA Services Limited
CEVA Systems LLC
Nihon CEVA K.K.
CEVA Technologies Limited
CEVA Technologies, Inc.
CEVA Germany GmbH.
CEVA France
RivieraWaves SAS
Intrinsix Corp.
CEVA, INC.
Subsidiaries
Jurisdiction of Incorporation
Northern Ireland
California
Cayman Islands
Republic of Ireland
Israel
Republic of Ireland
Delaware
Japan
Republic of Ireland
Delaware
Germany
France
France
Massachusetts
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-239813, 333-219868, 333-206274, 333-176207, 333-
101553, 333-107443, 333-115506, 333-141355 and 333-160866) pertaining to the 2011 Stock Incentive Plan, 2002 Stock Incentive Plan, 2002 Employee
Stock Purchase Plan, 2000 Stock Incentive Plan, Parthus Technologies 2000 Share Incentive Plan, Chicory Systems, Inc. 1999 Employee Stock
Option/Stock Issuance Plan, and Amended and Restated 2003 Director Stock Option Plan of CEVA Inc. (formerly ParthusCeva, Inc.) of our reports dated
March 1, 2022, with respect to the consolidated financial statements of CEVA Inc., and the effectiveness of internal control over financial reporting of
CEVA Inc., included in this Annual Report (Form 10-K) for the year ended December 31, 2021.
Exhibit 23.1
Tel-Aviv, Israel
March 1, 2022
/s/ KOST FORER GABBAY & KASIERER
A Member of Ernst & Young Global
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Gideon Wertheizer, certify that:
1.
I have reviewed this Annual Report on Form 10-K of CEVA, Inc. (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 1, 2022
By: /s/ Gideon Wertheizer
Gideon Wertheizer
Chief Executive Officer
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002
I, Yaniv Arieli, certify that:
1.
I have reviewed this Annual Report on Form 10-K of CEVA, Inc. (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,
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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely
to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over
financial reporting.
Date: March 1, 2022
By: /s/ Yaniv Arieli
Yaniv Arieli
Chief Financial Officer
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32
In connection with the Annual Report on Form 10-K of CEVA, Inc. (the “Company”) for the year ended December 31, 2021, as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), the undersigned, Gideon Wertheizer, Chief Executive Officer of the Company, and Yaniv
Arieli, Chief Financial Officer of the Company, each hereby certifies, that, to the best of his knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the
dates and for the periods indicated.
This certification will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that
section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange
Act of 1934, except to the extent that the Company specifically incorporates it by reference.
Date: March 1, 2022
/s/ Gideon Wertheizer
Gideon Wertheizer
Chief Executive Officer
/s/ Yaniv Arieli
Yaniv Arieli
Chief Financial Officer