-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rk66fwj55C0203Si7frsrerISIrdxOSD8W8HftOqJzNCAs5yOhBqbp7ecIY+8xBr TRmTwvPVhKu8OlzMAZ9BQw== 0001144204-06-016631.txt : 20060425 0001144204-06-016631.hdr.sgml : 20060425 20060425073112 ACCESSION NUMBER: 0001144204-06-016631 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060425 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060425 DATE AS OF CHANGE: 20060425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEVA INC CENTRAL INDEX KEY: 0001173489 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770556376 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49842 FILM NUMBER: 06776524 BUSINESS ADDRESS: STREET 1: 2033 GATEWAY PLACE, SUITE 150 CITY: SAN JOSE STATE: CA ZIP: 95110-1002 BUSINESS PHONE: 4085142900 MAIL ADDRESS: STREET 1: 2033 GATEWAY PLACE, SUITE 150 CITY: SAN JOSE STATE: CA ZIP: 95110-1002 FORMER COMPANY: FORMER CONFORMED NAME: PARTHUSCEVA INC DATE OF NAME CHANGE: 20021101 FORMER COMPANY: FORMER CONFORMED NAME: CEVA INC DATE OF NAME CHANGE: 20020515 8-K 1 v041109_8k.txt ================================================================================ - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 25, 2006 ------------ CEVA, INC. (Exact name of registrant as specified in its charter) State of Delaware 000-49842 77-0556376 - ----------------------------- ------------------------- -------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 2033 Gateway Place, Suite 150 San Jose, CA 95110 (Address of principal executive offices, including zip code) (408) 514-2900 (Registrant's telephone number, including area code) (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2. Financial Information Item 2.02. Results of Operations and Financial Condition. On April 25, 2006, the Registrant reported its results of operations for its first quarter of fiscal 2006 and conducted a conference call to discuss such results of operations. A copy of the press release issued by the Registrant concerning the Registrant's results of operations for its first quarter of fiscal 2006, which ended March 31, 2006, is furnished as Exhibit 99.1 and is incorporated herein by reference. The information in this Form 8-K and the Exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated April 25, 2006. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CEVA, INC. Date: April 25, 2006 By: /s/ Yaniv Arieli ----------------------- Yaniv Arieli Chief Financial Officer -3- EXHIBIT INDEX Exhibit No. Description - ----------- ------------------------------------------------------------------ 99.1 Press Release dated April 25, 2006 -4- EX-99.1 2 v041109_ex99-1.txt [LOGO] CEVA The DSP Powerhouse CEVA Inc. Reports First Quarter 2006 Financial Results Major design wins with two leading companies, demonstrating innovative video technology SAN JOSE, Calif. - April 25, 2006 - CEVA, Inc. (NASDAQ: CEVA; LSE: CVA), the leading licensor of digital signal processor (DSP) cores, multimedia, GPS and storage platforms to the semiconductor industry, today announced financial results for the first quarter ended March 31, 2006. Total revenue for the first quarter of 2006 was $8.1 million, a decrease of 19% compared to $10.0 million reported for the first quarter of 2005. Total revenue for the first quarter of 2006 increased 6% sequentially compared to $7.7 million reported for the fourth quarter of 2005. First quarter of 2006 licensing revenue was $5.3 million, a decrease of 25% from the first quarter of 2005 and an increase of 17% from the fourth quarter of 2005. First quarter of 2006 royalty revenue was $1.8 million, an increase of 3% compared to $1.7 million reported for the first quarter of 2005 and a decrease of 7% compared to $1.9 million reported for the fourth quarter of 2005. Revenue from services was $1.0 million for the first quarter of 2006, a decrease of 18% compared to $1.2 million for the first quarter of 2005 and a decrease of 16% compared to $1.2 million reported for the fourth quarter of 2005. Net loss for the first quarter of 2006 was $0.8 million, compared to net income of $0.6 million for the first quarter of 2005 and net loss of $0.1 million for the fourth quarter of 2005. Net loss per share for the first quarter of 2006 was $0.04 per share compared to net income of $0.03 per share for the first quarter of 2005 and net loss of $0.01 per share for the fourth quarter of 2005. The net earnings (loss) for the first and fourth quarters of 2005, respectively did not reflect the quarterly charge associated with equity based compensation which under Statement of Financial Accounting Standards No. 123R, "Share Based Payments" is required to be expensed for periods commencing after January 1, 2006. In the first quarter of 2006 the Company recognized an equity- based compensation charge of $0.6 million pursuant to the adoption of SFAS 123R. Pro-forma net loss for the first quarter of fiscal 2006 which excludes the stock option charge was $0.2 million or $0.01 net loss per share. In the first quarter of 2006, seven license agreements were signed: three for our DSP cores and derivatives, CEVA-X and Teak, two for our SATA technology, one for our PLL technology and in addition, there was a renewal of a prepaid arrangement with an existing customer. Our customers' target applications are for third generation cellular, disk drives control and SATA interface. Geographically, we signed five license agreements in the US and two in Europe. "We are encouraged by the financial results for the first quarter of 2006, which shows sequential revenue growth from the fourth quarter of 2005 derived from our strong product line" said Gideon Wertheizer, Chief Executive Officer of CEVA. "In the quarter we signed significant licensing agreements for our DSP cores with two leading companies, one in Europe and one in the United States who plan to deploy our DSP cores in their mainstream high-volume applications. We also reached a major milestone with our innovative MobileMedia2000 video technology by demonstrating during the quarter a full silicon solution of DVD quality H.264 video for mobile applications." CEVA Conference Call On April 25, 2006, CEVA's management will conduct a conference call at 08:30 a.m. Eastern Time / 1.30p.m. London time, to discuss the company's operating performance for the quarter. The conference call will be available via the following dial in numbers: o US Participants: Dial 1-888-424-6234 (CEVA reference number # 7262976) o UK/Rest of World: Dial +44-800-032-3836 (CEVA reference number # 7262976) The conference call will also be available live via the Internet by accessing the CEVA web site at www.ceva-dsp.com. Please go to the web site at least fifteen minutes prior to the call to register, download and install any necessary audio software. For those who cannot access the live broadcast, a replay will be available by dialing 1-877-519-4471 (passcode: 7262976) for US domestic callers and +44-800-169-3875 (passcode: 7262976) for international callers from two hours after the end of the call until 11:59 p.m. (Eastern Time) on May 9 2006. The replay will also be available at CEVA's web site www.ceva-dsp.com. About CEVA, Inc. Headquartered in San Jose, Calif., CEVA is the leading licensor of digital signal processor (DSP) cores, multimedia, GPS and storage platforms to the semiconductor industry. CEVA licenses a family of programmable DSP cores, associated SoC system platforms and a portfolio of application platforms including multimedia, audio, Voice over Packet (VoP), GPS location, Bluetooth, Serial Attached SCSI and Serial ATA (SATA). In 2005, CEVA's IP was shipped in over 115 million devices. For more information visit www.ceva-dsp.com Forward-Looking Statements This press release 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, including Mr. Wertheizer's statement about two leading suppliers planning to deploy our DSP cores in their mainstream high-volume applications. The risks, uncertainties and assumptions include: the ability of the CEVA-X line of products to continue to be a strong growth driver for the Company; intense competition within, and challenging period of growth experienced by, the industry in which the Company competes; failure of the market for the Company's technology to develop as expected, especially in the case of newly introduced or planned to be introduced technologies; the Company's ability to timely and successfully develop and introduce new technologies; the Company's reliance on revenue derived from a limited number of licensees; failure of the improved royalty revenue achieved in 2005 to continue in 2006 and other risks relating to the Company's business, including, but not limited to, those that are described from time to time in the Company's Securities and Exchange Commission filings, including but not limited to its Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and its quarterly reports filed after the Form 10-K. CEVA assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. For More Information Contact: Yaniv Arieli CEVA, Inc. CFO +1.408.514.2941 yaniv.arieli@ceva-dsp.com CEVA, INC. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - U.S. GAAP U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA ================================================================================
Quarter ended Quarter ended March 31, December 31, 2006 2005 2005 ----------- ----------- ----------- Unaudited Unaudited Unaudited ----------- ----------- ----------- Revenues: Licensing and royalties $ 7,160 $ 8,847 $ 6,520 Other revenue 974 1,194 1,161 ----------- ----------- ----------- Total revenues 8,134 10,041 7,681 ----------- ----------- ----------- Cost of revenue 895 1,293 805 ----------- ----------- ----------- Gross profit 7,239 8,748 6,876 ----------- ----------- ----------- Operating expenses: Research and development, net 5,016 4,926 4,676 Sales and marketing 1,771 1,676 1,722 General and administrative 1,484 1,471 1,261 Amortization of intangible assets 190 223 191 Reorganization and severance charge/(credit) -- -- (100) ----------- ----------- ----------- Total operating expenses 8,461 8,296 7,750 ----------- ----------- ----------- Operating income (loss) (1,222) 452 (874) Interest and other income, net 541 335 567 ----------- ----------- ----------- Income (loss) before taxes on income (681) 787 (307) Taxes on income 120 160 (160) ----------- ----------- ----------- Net income (loss) (801) 627 (147) =========== =========== =========== Basic and diluted net income (loss) per share $ (0.04) $ 0.03 $ (0.01) Weighted-average number of Common Stock used in computation of net income (loss) per share (in thousands): Basic 19,061 18,675 18,923 Diluted 19,061 19,227 18,923 =========== =========== ===========
CEVA, INC. AND ITS SUBSIDIARIES NON-GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS U.S. DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA ================================================================================
Quarter ended Quarter ended March 31, December 31, 2006 2005 2005 ----------- ----------- ----------- Unaudited Unaudited Unaudited ----------- ----------- ----------- Revenues: Licensing and royalties $ 7,160 $ 8,847 $ 6,520 Other revenue 974 1,194 1,161 ----------- ----------- ----------- Total revenues 8,134 10,041 7,681 ----------- ----------- ----------- Cost of revenue 880 1,293 805 ----------- ----------- ----------- Gross profit 7,254 8,748 6,876 ----------- ----------- ----------- Operating expenses: Research and development, net 4,797 4,926 4,676 Sales and marketing 1,669 1,676 1,722 General and administrative 1,175 1,471 1,261 Amortization of intangible assets 190 223 191 Total operating expenses 7,831 8,296 7,850 ----------- ----------- ----------- Operating income (loss) (577) 452 (974) Interest and other income, net 541 335 567 ----------- ----------- ----------- Income (loss) before taxes on income (36) 787 (407) Taxes on income 120 160 (160) ----------- ----------- ----------- Net income (loss) (156) 627 (247) =========== =========== =========== Basic and diluted net income (loss) per share $ (0.01) $ 0.03 $ (0.01) Weighted-average number of Common Stock used in computation of net income (loss) per share (in thousands): Basic 19,061 18,675 18,923 Diluted 19,061 19,227 18,923 The above Non-GAAP condensed consolidated statement of operations have been adjusted to exclude the following item to U.S.GAAP reported net loss: Reported net income (loss) per U.S.GAAP (801) 627 (147) Adjustments Non- cash equity-based compensation charge (1) 645 -- -- Reorganization and severance charge/(credit) -- -- (100) Non-GAAP net income (loss) (156) 627 (247)
(1) The non-cash equity-based compensation charge in the first quarter of 2006 related to the Company's adoption of SFAS 123R on January 1, 2006. The charge of $645,000 was allocated in the statement of operations as follows: $15,000 to cost of revenue, $219,000 to research and development expenses, $102,000 to sales and marketing expenses and $309,000 to general and administrative expenses. Net income for the first quarter of 2005 and net loss for the fourth quarter of 2005 did not include an equity-based compensation charge as required under SFAS 123R for periods commencing after January 1, 2006. These adjustments reconcile the Company's reported results of operations to the pro-forma results of operations. The Company believes that presentation of net loss and net loss per share excluding non-cash equity-based compensation and reorganization and severance charge/ (credit) provides meaningful supplemental information to investors as it allows investors to better understand the underlying trend and how the expenses associated with the adoption of SFAS 123R are reflected in the Company's statements of operations. The Company also believes that the Non-GAAP presentation is useful to investors in analyzing the results for the first quarter of 2006 because the Non-GAAP presentation excludes expenses that management does not consider meaningful for purposes of analyzing the Company's core operating results. In addition, the Company's financial results for the first and fourth quarters of 2005 did not include equity-based compensation charges relating to the adoption of SFAS 123R; therefore the pro-forma presentation facilitates comparison of operating results across reporting periods. The Company uses these non-GAAP measures when evaluating its financial results as well as for internal planning and budgeting purposes. These non-GAAP measures should not be viewed as a substitute for the Company's reported GAAP results, and may be different than the non-GAAP measures used by other companies. CEVA, INC. AND ITS SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS U.S. DOLLARS IN THOUSANDS ================================================================================
March 31, December 31, 2006 2005 ------------ ------------ Unaudited Audited ------------ ------------ ASSETS Current assets: Cash and cash equivalents $ 31,690 $ 35,111 Marketable securities and bank deposits 28,424 26,509 Trade receivables, net 9,090 6,159 Deferred tax assets 550 600 Prepaid expenses 928 1,040 Other current assets 1,231 1,042 ------------ ------------ Total current assets 71,913 70,461 ------------ ------------ Long-term investments: Severance pay fund 2,020 1,912 Deferred tax assets 342 292 Property and equipment, net 2,851 3,226 Goodwill 38,398 38,398 Other intangible assets, net 1,270 1,460 ------------ ------------ Total assets $ 116,794 $ 115,749 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Trade payables $ 588 $ 548 Accrued expenses and other payables 8,026 7,778 Taxes payable 392 442 Deferred revenues 406 453 ------------ ------------ Total current liabilities 9,412 9,221 Accrued severance pay 2,151 2,100 Accrued liabilities 2,218 2,195 ------------ ------------ Total liabilities 13,781 13,516 ------------ ------------ Stockholders' equity: Common Stock: 19 19 Additional paid in-capital 140,399 138,818 Accumulated deficit (37,405) (36,604) ------------ ------------ Total stockholders' equity 103,013 102,233 ------------ ------------ Total liabilities and stockholders' equity $ 116,794 $ 115,749 ============ ============
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