UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended: June 30, 2019

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from              to             

Commission file number: 000-49842

CEVA, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	77-0556376
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1174 Castro Street, Suite 210, Mountain View, California	94040
(Address of Principal Executive Offices)	(Zip Code)

(650) 417-7900

(Registrant’s Telephone Number, Including Area Code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 per share	CEVA	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

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

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: 21,964,964 of common stock, $0.001 par value, as of August 2, 2019.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Interim Condensed Consolidated Balance Sheets at June 30, 2019 (unaudited) and December 31, 2018	6
	Interim Condensed Consolidated Statements of Loss (unaudited) for the three and six months ended June 30, 2019 and 2018	7
	Interim Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the three and six months ended June 30, 2019 and 2018	8
	Interim Condensed Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the three and six months ended June 30, 2019 and 2018	9
	Interim Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2019 and 2018	10
	Notes to the Interim Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3	Defaults Upon Senior Securities	45
Item 4	Mine Safety Disclosures	45
Item 5	Other Information	45
Item 6	Exhibits	45
SIGNATURES		46

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

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

● Our forecast that in 2022, our licensing revenue will have grown approximately 10% to 20% from the 2018 licensing revenue level , our royalty revenue will be approximately two times as compared to the 2018 royalty revenue and our non GAAP net income will be approximately three times as compared to 2018 non GAAP net income;

●  Our belief that our licensing business is healthy with a diverse customer base and a myriad of target markets;

●  Our belief that we are firmly established in the handsets space with customers with strong industry presence;

●  Our belief that the adoption of our wireless connectivity technologies and smart sensing products, beyond our incumbency in the handset baseband market, continues to progress, and that our non-handset baseband shipment data is indicative of the continued expansion of that part of our business;

●  Our belief that the acquisition of the Hillcrest Labs business from InterDigital and the technology investment and strategic partnership we formed with Immervision will enable us to further expand our smart sensing product offerings, customer reach and royalty revenue sources and allow us to move up the value chain and create tighter relationships with semiconductor companies and OEMs;

●  Our belief that the Hillcrest Labs and Immervision IP are value-adds for our customers;

●  Our belief that the emergence of voice assisted smart devices offers an additional growth segment for us in handsets, wireless earbuds, smart home, automotive and consumer devices;

●  Our belief that our WhisPro speech recognition technology and ClearVox voice input software put us in a stronger position to power audio and voice workloads across a range of addressable end markets;

●  Our belief that our advanced DSPs and PentaG platform for mobile broadband put us in a strong position to power 5G baseband for base station, smartphones, fixed wireless and a range of machine to machine usage devices;

●  Our belief that our PentaG is the most advanced cellular baseband IP;

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

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

●  Our belief that our specialization and competitive edge in signal processor platforms for 5G base station RAN and handsets put us in a strong position to capitalize on the emergence of 5G to address mass market adoption and new 5G usage models;

●  Our belief that our computer vision DSP and neural net compilers are opportunities for us to expand our footprint and content in ADAS, drones, consumer cameras, surveillance, mobile, robots and IoT applications;

4

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

●  Our expectation of significant growth in royalty revenues derived from non-handset baseband applications over the next few years, which will be composed of a range of different products at different royalty ASPs spanning from high volume Bluetooth to high value base station RAN, as well as royalty ASP of our other products being in between these edges;

●  Our expectations that royalty revenue will substantially increase in the second half of 2019 with more than a 60% sequential increase for the third quarter of 2019 and should account for one of the highest royalty revenue quarters in the Company’s history;

●  Our expectation that as a result of the acquisition of the Hillcrest Labs business, our operating expenses will include, starting from the third quarter of 2019, the ongoing Hillcrest Labs expenses, which is expected to be approximately an additional $1.5 million per quarter, not including amortizations;

●  Our anticipation that our research and development expenses cost will continue to increase by approximately $5 million in 2019;

●  Our anticipation that our cost of revenues will increase by up to $2 million in 2019 as compared to prior years;

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

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

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

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

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

5

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

	June 30, 2019			December 31, 2018
	Unaudited
ASSETS
Current assets:
Cash and cash equivalents	$	24,527		$	22,260
Short term bank deposits		50,385			46,139
Marketable securities		76,123			77,469
Trade receivables		22,019			26,156
Prepaid expenses and other current assets		7,432			5,264
Total current assets		180,486			177,288
Long-term assets:
Bank deposits		14,652			21,864
Severance pay fund		9,866			9,026
Deferred tax assets, net		6,446			5,924
Property and equipment, net		7,416			7,344
Operating lease right-of-use assets		9,736			—
Goodwill		46,612			46,612
Intangible assets, net		2,122			2,700
Investments in other company		936			936
Other long-term assets		6,493			5,569
Total long-term assets		104,279			99,975
Total assets	$	284,765		$	277,263
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	542		$	632
Deferred revenues		2,395			3,593
Accrued expenses and other payables		4,490			4,344
Accrued payroll and related benefits		12,081			13,183
Operating lease liabilities		1,824			—
Total current liabilities		21,332			21,752
Long-term liabilities:
Accrued severance pay		10,592			9,632
Operating lease liabilities		7,621			—
Other accrued liabilities		575			—
Total long-term liabilities		18,788			9,632
Stockholders’ equity:
Preferred Stock:
$0.001 par value: 5,000,000 shares authorized; none issued and outstanding		—			—
Common Stock:
$0.001 par value: 60,000,000 shares authorized; 23,595,160 shares issued at June 30, 2019 (unaudited) and December 31, 2018. 21,893,128 and 21,787,860 shares outstanding at June 30, 2019 (unaudited) and December 31, 2018, respectively		22			22
Additional paid in-capital		223,306			223,250
Treasury stock at cost (1,702,032 and 1,807,300 shares of common stock at June 30, 2019 (unaudited) and December 31, 2018, respectively)		(37,498	)		(39,132	)
Accumulated other comprehensive income (loss)		64			(1,114	)
Retained earnings		58,751			62,853
Total stockholders’ equity		244,645			245,879
Total liabilities and stockholders’ equity	$	284,765		$	277,263

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

6

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS (UNAUDITED)

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

	Six months ended						Three months ended
	June 30,						June 30,
	2019			2018			2019			2018
Revenues:
Licensing and related revenue	$	21,815		$	20,121		$	10,804		$	10,038
Royalties		13,554			14,942			7,596			7,456
Total revenues		35,369			35,063			18,400			17,494
Cost of revenues		4,516			3,960			2,493			1,988
Gross profit		30,853			31,103			15,907			15,506
Operating expenses:
Research and development, net		24,720			23,859			12,390			11,843
Sales and marketing		5,977			6,575			2,956			3,399
General and administrative		4,851			5,787			2,534			2,833
Amortization of intangible assets		420			451			210			92
Total operating expenses		35,968			36,672			18,090			18,167
Operating loss		(5,115	)		(5,569	)		(2,183	)		(2,661	)
Financial income, net		1,696			1,704			896			777
Loss before taxes on income		(3,419	)		(3,865	)		(1,287	)		(1,884	)
Taxes on income		390			407			225			206
Net loss	$	(3,809	)	$	(4,272	)	$	(1,512	)	$	(2,090	)
Basic net loss per share	$	(0.17	)	$	(0.19	)	$	(0.07	)	$	(0.09	)
Diluted net loss per share	$	(0.17	)	$	(0.19	)	$	(0.07	)	$	(0.09	)
Weighted-average shares used to compute net loss per share (in thousands):
Basic		21,927			22,139			21,936			22,129
Diluted		21,927			22,139			21,936			22,129

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

7

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

U.S. dollars in thousands

	Six months ended						Three months ended
	June 30,						June 30,
	2019			2018			2019			2018
Net loss:	$	(3,809	)	$	(4,272	)	$	(1,512	)	$	(2,090	)
Other comprehensive income (loss) before tax:
Available-for-sale securities:
Changes in unrealized gains (losses)		1,224			(879	)		585			(199	)
Reclassification adjustments for (gains) losses included in net loss		35			(2	)		11			2
Net change		1,259			(881	)		596			(197	)
Cash flow hedges:
Changes in unrealized gains (losses)		318			(280	)		112			(256	)
Reclassification adjustments for (gains) losses included in net loss		(187	)		196			(114	)		177
Net change		131			(84	)		(2	)		(79	)
Other comprehensive income (loss) before tax		1,390			(965	)		594			(276	)
Income tax expense (benefit) related to components of other comprehensive income (loss)		212			(134	)		103			(47	)
Other comprehensive income (loss), net of taxes		1,178			(831	)		491			(229	)
Comprehensive loss	$	(2,631	)	$	(5,103	)	$	(1,021	)	$	(2,319	)

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

8

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

U.S. dollars in thousands, except share data

	Common stock
Six months ended June 30, 2019	Number of shares outstanding			Amount			Additional paid-in capital			Treasury stock			Accumulated other comprehensive income (loss)			Retained earnings			Total stockholders’ equity
Balance as of January 1, 2019		21,787,860		$	22		$	223,250		$	(39,132	)	$	(1,114	)	$	62,853		$	245,879
Net loss		—			—			—			—			—			(3,809	)		(3,809	)
Other comprehensive income		—			—			—			—			1,178			—			1,178
Equity-based compensation		—			—			5,095			—			—			—			5,095
Purchase of treasury stock		(194,316	)		—			—			(4,861	)		—			—			(4,861	)
Issuance of treasury stock upon exercise of stock-based awards		299,584			—	(*)		(5,039	)		6,495			—			(293	)		1,163
Balance as of June 30, 2019		21,893,128		$	22		$	223,306		$	(37,498	)	$	64		$	58,751		$	244,645

	Common stock
Three months ended June 30, 2019	Number of shares outstanding			Amount			Additional paid-in capital			Treasury stock			Accumulated other comprehensive income (loss)			Retained earnings			Total stockholders’ equity
Balance as of April 1, 2019		21,972,816		$	22		$	221,071		$	(35,686	)	$	(427	)	$	60,332		$	245,312
Net loss		—			—			—			—			—			(1,512	)		(1,512	)
Other comprehensive income		—			—			—			—			491			—			491
Equity-based compensation		—			—			2,679			—			—			—			2,679
Purchase of treasury stock		(103,013	)		—			—			(2,325	)		—			—			(2,325	)
Issuance of treasury stock upon exercise of stock-based awards		23,325			—	(*)		(444	)		513			—			(69	)		—
Balance as of June 30, 2019		21,893,128		$	22		$	223,306		$	(37,498	)	$	64		$	58,751		$	244,645

	Common stock
Six months ended June 30, 2018	Number of shares outstanding			Amount			Additional paid-in capital			Treasury stock			Accumulated other comprehensive income (loss)			Retained earnings			Total stockholders’ equity
Balance as of January 1, 2018		22,064,007		$	22		$	217,417		$	(26,056	)	$	(586	)	$	53,873		$	244,670
Net loss		—			—			—			—			—			(4,272	)		(4,272	)
Other comprehensive loss		—			—			—			—			(831	)		—			(831	)
Equity-based compensation		—			—			5,616			—			—			—			5,616
Purchase of treasury stock		(311,056	)		—			—			(10,434	)		—			—			(10,434	)
Issuance of treasury stock upon exercise of stock-based awards		277,647			—	(*)		(3,700	)		4,850			—			(88	)		1,062
Cumulative effect of adoption of new accounting standard		—			—			—			—			—			8,555			8,555
Balance as of June 30, 2018		22,030,598		$	22		$	219,333		$	(31,640	)	$	(1,417	)	$	58,068		$	244,366

	Common stock
Three months ended June 30, 2018	Number of shares outstanding			Amount			Additional paid-in capital			Treasury stock			Accumulated other comprehensive income (loss)			Retained earnings			Total stockholders’ equity
Balance as of April 1, 2018		22,220,608		$	22		$	217,923		$	(24,146	)	$	(1,188	)	$	60,204		$	252,815
Net loss		—			—			—			—			—			(2,090	)		(2,090	)
Other comprehensive loss		—			—			—			—			(229	)		—			(229	)
Equity-based compensation		—			—			2,845			—			—			—			2,845
Purchase of treasury stock		(269,734	)		—			—			(8,975	)		—			—			(8,975	)
Issuance of treasury stock upon exercise of stock-based awards		79,724			—	(*)		(1,435	)		1,481			—			(46	)		—
Balance as of June 30, 2018		22,030,598		$	22		$	219,333		$	(31,640	)	$	(1,417	)	$	58,068		$	244,366

(*) Amount less than $1.

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

9

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands

	Six months ended June 30,
	2019			2018
Cash flows from operating activities:
Net loss	$	(3,809	)	$	(4,272	)
Adjustments required to reconcile net loss to net cash provided by operating activities:
Depreciation		1,438			1,190
Amortization of intangible assets		578			635
Equity-based compensation		5,095			5,616
Realized (gain) loss, net on sale of available-for-sale marketable securities		35			(2	)
Amortization of premiums on available-for-sale marketable securities		296			430
Unrealized foreign exchange loss		162			78
Changes in operating assets and liabilities:
Trade receivables		4,137			7,694
Prepaid expenses and other assets		(3,359	)		(3,895	)
Operating lease right-of-use assets		58			—
Accrued interest on bank deposits		(671	)		(533	)
Deferred tax, net		(734	)		(677	)
Trade payables		(246	)		533
Deferred revenues		(1,198	)		(1,682	)
Accrued expenses and other payables		245			(289	)
Accrued payroll and related benefits		(777	)		(1,277	)
Operating lease liability		(58	)		—
Income taxes payable		(20	)		78
Accrued severance pay, net		87			174
Net cash provided by operating activities		1,259			3,801
Cash flows from investing activities:
Purchase of property and equipment		(1,351	)		(2,250	)
Purchase of intangible assets		—			(1,690	)
Investment in bank deposits		(5,346	)		(11,396	)
Proceeds from bank deposits		9,110			11,065
Investment in available-for-sale marketable securities		(5,028	)		(13,834	)
Proceeds from maturity of available-for-sale marketable securities		3,508			9,392
Proceeds from sale of available-for-sale marketable securities		3,794			3,351
Net cash provided by (used in) investing activities		4,687			(5,362	)
Cash flows from financing activities:
Purchase of treasury stock		(4,861	)		(10,434	)
Proceeds from exercise of stock-based awards		1,163			1,062
Net cash used in financing activities		(3,698	)		(9,372	)
Effect of exchange rate changes on cash and cash equivalents		19			(106	)
Increase (decrease) in cash and cash equivalents		2,267			(11,039	)
Cash and cash equivalents at the beginning of the period		22,260			21,739
Cash and cash equivalents at the end of the period	$	24,527		$	10,700
Supplemental information of cash-flow activities:
Cash paid during the period for:
Income and withholding taxes	$	2,776		$	2,730
Non-cash transactions:
Cumulative effect of adoption of new accounting standard	$	—		$	8,555
Property and equipment purchases incurred but unpaid at period end	$	159		$	114
Intangible assets purchases incurred but unpaid at period end	$	—		$	750
Right-of-use assets obtained in the exchange for operating lease liabilities	$	550		$	—

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

10

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

NOTE 1:   BUSINESS

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

CEVA licenses a family of signal processing IPs in two types of categories: wireless connectivity and smart sensing products. These products include comprehensive DSP-based platforms for 5G baseband processing in mobile and infrastructure, advanced imaging and computer vision for any camera-enabled device and audio/voice/speech and ultra-low power always-on/sensing applications for multiple IoT markets. For sensor fusion, following the acquisition of Hillcrest Laboratories, Inc. (“Hillcrest Labs”) as discussed in Note 15, CEVA’s 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 artificial intelligence, CEVA offers a family of AI processors capable of handling the complete gamut of neural network workload and on-devices. For wireless IoT, CEVA offers the industry’s most widely adopted IPs for Bluetooth (low energy and dual mode), Wi-Fi 4/5/6 (802.11n/ac/ax) and NB-IoT.

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

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

Basis of Presentation

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

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the year ended December 31, 2018.

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

Recently Adopted Accounting Pronouncements

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

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

11

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

Significant Accounting Policies- Leases 

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

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

As a result of the adoption of Topic 842 on January 1, 2019, the Company recorded both operating lease ROU assets of $9,794 and operating lease liabilities of $9,498. The ROU assets include adjustments for prepayments in the amount of $296. The adoption did not impact the Company’s beginning retained earnings, or its prior year condensed consolidated statements of income (loss) and statements of cash flows.

The Company determines if an arrangement is a lease at inception. The Company’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 one of the criteria above, the Company concluded that all of its lease contracts should be classified as operation leases.

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

Use of Estimates 

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

Note 3: revenue recognition

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

12

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

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

	Remainder of 2019		2020		2021
License and related revenues	$	6,920	$	5,167	$	1,500

Disaggregation of revenue:

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

	Six months ended June 30, 2019 (unaudited)						Three months ended June 30, 2019 (unaudited)
	Licensing and related revenues		Royalties		Total		Licensing and related revenues		Royalties		Total
Primary geographical markets
United States	$	3,359	$	543	$	3,902	$	1,866	$	257	$	2,123
Europe and Middle East		1,607		4,727		6,334		225		2,767		2,992
Asia Pacific		16,849		8,284		25,133		8,713		4,572		13,285
Total	$	21,815	$	13,554	$	35,369	$	10,804	$	7,596	$	18,400
Major product/service lines
Connectivity products (baseband for handset and other devices, Bluetooth, Wi-Fi, NB-IoT and SATA/SAS)	$	14,716	$	12,676	$	27,392	$	8,085	$	7,055	$	15,140
Smart sensing products (AI, audio/sound and imaging and vision)		7,099		878		7,977		2,719		541		3,260
Total	$	21,815	$	13,554	$	35,369	$	10,804	$	7,596	$	18,400
Timing of revenue recognition
Products transferred at a point in time	$	15,307	$	13,554	$	28,861	$	7,396	$	7,596	$	14,992
Products and services transferred over time		6,508		—		6,508		3,408		—		3,408
Total	$	21,815	$	13,554	$	35,369	$	10,804	$	7,596	$	18,400

	Six months ended June 30, 2018 (unaudited)						Three months ended June 30, 2018 (unaudited)
	Licensing and related revenues		Royalties		Total		Licensing and related revenues		Royalties		Total
Primary geographical markets
United States	$	3,184	$	644	$	3,828	$	1,824	$	297	$	2,121
Europe and Middle East		2,752		2,414		5,166		1,414		1,299		2,713
Asia Pacific		14,185		11,884		26,069		6,800		5,860		12,660
Total	$	20,121	$	14,942	$	35,063	$	10,038	$	7,456	$	17,494
Major product/service lines
Connectivity products (baseband for handset and other devices, Bluetooth, Wi-Fi, NB-IoT and SATA/SAS)	$	13,559	$	13,876	$	27,435	$	7,201	$	6,915	$	14,116
Smart sensing products (AI, audio/sound and imaging and vision)		6,562		1,066		7,628		2,837		541		3,378
Total	$	20,121	$	14,942	$	35,063	$	10,038	$	7,456	$	17,494
Timing of revenue recognition
Products transferred at a point in time	$	15,285	$	14,942	$	30,227	$	7,761	$	7,456	$	15,217
Products and services transferred over time		4,836		—		4,836		2,277		—		2,277
Total	$	20,121	$	14,942	$	35,063	$	10,038	$	7,456	$	17,494

13

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

Contract balances:

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

	June 30, 2019 (unaudited)		December 31, 2018
Trade receivables	$	10,461	$	9,971
Unbilled receivables (associated with licensing and related revenue)		4,989		6,745
Unbilled receivables (associated with royalties)		6,569		9,440
Deferred revenues (short-term contract liabilities)		2,395		3,593

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 quarter, but not yet invoiced, either by actual sales data received from customers, or, when applicable, by the Company’s estimation. Contract liabilities (deferred revenue) include payments received in advance of performance under the contract, and are realized with the associated revenue recognized under the contract.

During the three and six months ended June 30, 2019, the Company recognized $570 and $3,191, respectively, that was included in deferred revenues (short-term contract liability) balance at January 1, 2019.

NOTE 4:    Leases

The Company leases substantially all of its office space and vehicles under operating leases. The Company's leases have original lease periods expiring between 2020 and 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 at lease commencement. The Company has an option to extend the lease of one of its principal office space until 2028, which is reasonably certain to be assured. Lease payments included in the measurement of the lease liability comprise the following: the fixed 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.

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

14

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

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

	June 30, 2019 (Unaudited)
weighted average remaining lease term (years)		8.25
weighted average discount rates		3.79	%

Total operating lease cost during the three and six months ended June 30, 2019 was $407 and $818, respectively. Cash paid for amounts included in the measurement of operating lease liabilities was $396 and $959 during the three and six months ended June 30, 2019, respectively.

Maturities of lease liabilities are as follows:

The remainder of 2019	$	945
2020		1,778
2021		1,405
2022		1,203
2023		1,124
2024 and thereafter		4,550
Total undiscounted cash flows		11,005
Less imputed interest		1,560
Present value of lease liabilities	$	9,445

NOTE 5:    MARKETABLE SECURITIES

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

	June 30, 2019 (Unaudited)
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
Available-for-sale - matures within one year:
Corporate bonds	$	14,334	$	3	$	(41	)	$	14,296
		14,334		3		(41	)		14,296
Available-for-sale - matures after one year through five years:
Certificate of deposits		747		—		—			747
Government bonds		501		—		(1	)		500
Corporate bonds		60,505		265		(190	)		60,580
		61,753		265		(191	)		61,827
Total	$	76,087	$	268	$	(232	)	$	76,123

	December 31, 2018
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
Available-for-sale - matures within one year:
Corporate bonds	$	6,094	$	—	$	(32	)	$	6,062
		6,094		—		(32	)		6,062
Available-for-sale - matures after one year through five years:
Certificate of deposits		747		—		—			747
Government bonds		501		—		(5	)		496
Corporate bonds		71,350		134		(1,320	)		70,164
		72,598		134		(1,325	)		71,407
Total	$	78,692	$	134	$	(1,357	)	$	77,469

15

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(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 June 30, 2019 and December 31, 2018, and the length of time that those investments have been in a continuous loss position:

	Less than 12 months					12 months or greater
	Fair value		Gross unrealized loss			Fair value		Gross unrealized loss
As of June 30, 2019 (unaudited)	$	1,197	$	(3	)	$	51,975	$	(229	)
As of December 31, 2018	$	16,580	$	(192	)	$	52,590	$	(1,165	)

As of June 30, 2019 and December 31, 2018, management believes the impairments are not other than temporary and therefore the impairment losses were recorded in accumulated other comprehensive income (loss).

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

	Six months ended June 30,						Three months ended June 30,
	2019 (unaudited)			2018 (unaudited)			2019 (unaudited)			2018 (unaudited)
Gross realized gains from sale of available-for-sale marketable securities	$	—		$	4		$	—		$	—
Gross realized losses from sale of available-for-sale marketable securities	$	(35	)	$	(2	)	$	(11	)	$	(2	)

NOTE 6:  FAIR VALUE MEASUREMENT

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

Level I	Unadjusted quoted prices in active markets that are accessible on the measurement date for identical, unrestricted assets or liabilities;
Level II	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level III	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

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

16

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

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

Description	June 30, 2019 (unaudited)		Level I (unaudited)		Level II (unaudited)		Level III (unaudited)
Assets:
Marketable securities:
Certificate of deposits	$	747	$	—	$	747	$	—
Government bonds		500		—		500		—
Corporate bonds		74,876		—		74,876		—
Foreign exchange contracts		54		—		54		—

Description	December 31, 2018		Level I		Level II		Level III
Assets:
Marketable securities:
Certificate of deposits	$	747	$	—	$	747	$	—
Government bonds		496		—		496		—
Corporate bonds		76,226		—		76,226		—
Investment in other company (1)		936		—		—		936
Liabilities:
Foreign exchange contracts		77		—		77		—

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

NOTE 7: INTANGIBLE ASSETS, NET

			Six months ended June 30, 2019 (unaudited)						Year ended December 31, 2018
	Weighted average amortization period (years)		Gross carrying amount		Accumulated amortization		Net		Gross carrying amount		Accumulated amortization		Net
Intangible assets –amortizable:
Customer relationships		4.5	$	272	$	272	$	—	$	272	$	272	$	—
Customer backlog		1.5		93		93		—		93		93		—
Core technologies		5.1		5,796		5,375		421		5,796		4,955		841
NB-IoT technologies (*)		7.0		2,200		499		1,701		2,200		341		1,859
Total intangible assets			$	8,361	$	6,239	$	2,122	$	8,361	$	5,661	$	2,700

(*) During the first quarter of 2018, the Company entered into an agreement to acquire certain NB-IoT technologies in the amount of $2,800, of which $600 has not been received. Of the $2,200, $750 has not resulted in cash outflows as of June 30, 2019. The Company recorded the amortization cost of the NB-IoT technologies in “cost of revenues” on the Company’s interim condensed consolidated statements of loss.

17

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

Future estimated annual amortization charges are as follows:

2019	$	578
2020		314
2021		314
2022		314
2023		314
2024		288
	$	2,122

NOTE 8:    GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA

a. Summary information about geographic areas:

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

	Six months ended June 30,				Three months ended June 30,
	2019 (unaudited)		2018 (unaudited)		2019 (unaudited)		2018 (unaudited)
Revenues based on customer location:
United States	$	3,902	$	3,828	$	2,123	$	2,121
Europe and Middle East (1)		6,334		5,166		2,992		2,713
Asia Pacific (2) (3) (4)		25,133		26,069		13,285		12,660
	$	35,369	$	35,063	$	18,400	$	17,494
(1)  Germany	$	5,188	$	*)	$	2,599	$	1,895
(2)  China	$	16,549	$	12,935	$	9,306	$	6,802
(3)  S. Korea	$	*)	$	5,679	$	*)	$	2,877
(4)  Japan	$	4,835	$	5,147	$	2,188	$	2,523

*) Less than 10%

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.

	Six months ended June 30,						Three months ended June 30,
	2019 (unaudited)			2018 (unaudited)			2019 (unaudited)			2018 (unaudited)
Customer A		17	%		11	%		14	%		16	%
Customer B		15	%		16	%		17	%		17	%
Customer C		*)			15	%		*)			16	%

*) Less than 10%

18

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

NOTE 9:    NET LOSS PER SHARE OF COMMON STOCK

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

	Six months ended June 30,						Three months ended June 30,
	2019 (unaudited)			2018 (unaudited)			2019 (unaudited)			2018 (unaudited)
Numerator:
Net loss	$	(3,809	)	$	(4,272	)	$	(1,512	)	$	(2,090	)
Denominator (in thousands):
Basic weighted-average common stock outstanding		21,927			22,139			21,936			22,129
Effect of stock -based awards		—			—			—			—
Diluted weighted average common stock outstanding		21,927			22,139			21,936			22,129
Basic net loss per share	$	(0.17	)	$	(0.19	)	$	(0.07	)	$	(0.09	)
Diluted net loss per share	$	(0.17	)	$	(0.19	)	$	(0.07	)	$	(0.09	)

The total number of shares related to outstanding equity-based awards excluded from the calculation of diluted net loss per share was 1,345,782 for both the three and six months ended June 30, 2019. The total number of shares related to outstanding equity-based awards excluded from the calculation of diluted net loss per share was 1,283,607 for both the three and six months ended June 30, 2018.

NOTE 10:   COMMON STOCK AND STOCK-BASED COMPENSATION PLANS

The Company grants stock options and stock appreciation rights (“SARs”) capped with a ceiling to employees and stock options to non-employee directors of the Company and its subsidiaries and provides the right to purchase common stock pursuant to the Company’s 2002 employee stock purchase plan to employees of the Company and its subsidiaries. The SAR unit confers the holder the right to stock appreciation over a preset price of the Company’s common stock during a specified period of time. When the unit is exercised, the appreciation amount is paid through the issuance of shares of the Company’s common stock. The ceiling limits the maximum income for each SAR unit. SARs are considered an equity instrument as it is a net share settled award capped with a ceiling (400% for SAR grants). The options and SARs granted under the Company’s stock incentive plans have been granted at the fair market value of the Company’s common stock on the grant date. Options and SARs granted to employees under stock incentive plans vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest in equal portions over the following 36 months, such that all shares are vested after four years. Options granted to non-employee directors vest 25% of the shares underlying the option on each anniversary of the option grant. A summary of the Company’s stock option and SAR activities and related information for the six months ended June 30, 2019, are as follows:

	Number of options and SAR units (1)			Weighted average exercise price		Weighted average remaining contractual term		Aggregate intrinsic- value
Outstanding as of December 31, 2018		702,817		$	19.88		4.3	$	2,708
Granted		—			—
Exercised		(31,274	)		17.15
Forfeited or expired		(730	)		21.83
Outstanding as of June 30, 2019 (2)		670,813		$	20.00		3.9	$	3,677
Exercisable as of June 30, 2019 (3)		600,098		$	19.27		3.6	$	3,594

(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 618,297 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 548,136 shares of the Company’s common stock issuable upon exercise.

19

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

As of June 30, 2019, there was $71 of unrecognized compensation expense related to unvested stock options and SARs. This amount is expected to be recognized over a weighted-average period of 1.1 years.

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

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”). Based on feedback from stockholders during engagements with them prior to the Company’s 2019 annual meeting of stockholders, the Committee and the CEO mutually agreed to amend the Prior RSU Award. In lieu of the Prior RSU Award, the CEO would receive (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 performance-based PSUs shares (the “PSUs”) based on the Company’s achievement of the 2019 license and related revenue goal 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 are 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 exceed 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. Subject to the Company achieving 90% of the 2019 License Revenue Target, the PSUs would vest in a three-year period, with 1/3 of the PSUs vest on February 19, 2020, and thereafter 1/3 of the remaining PSUs would vest on each of February 19, 2021 and February 19, 2022.

A summary of the Company’s RSU and PSU activities and related information for the six months ended June 30, 2019, are as follows:

	Number of RSUs and PSUs			Weighted Average Grant-Date Fair Value
Unvested as of December 31, 2018		564,390		$	32.28
Granted		375,600			28.15
Vested		(239,731	)		29.53
Forfeited or expired		(25,290	)		29.63
Unvested as of June 30, 2019		674,969		$	30.95

As of June 30, 2019, there was $16,453 of unrecognized compensation expense related to unvested RSUs and PSUs. This amount is expected to be recognized over a weighted-average period of 1.6 years.

20

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

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

	Six months ended June 30,				Three months ended June 30,
	2019 (unaudited)		2018 (unaudited)		2019 (unaudited)		2018 (unaudited)
Cost of revenue	$	296	$	325	$	160	$	168
Research and development, net		2,820		2,628		1,458		1,359
Sales and marketing		750		877		394		423
General and administrative		1,229		1,786		667		895
Total equity-based compensation expense	$	5,095	$	5,616	$	2,679	$	2,845

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:

	Six months ended June 30,
	2019 (unaudited)			2018 (unaudited)
Expected dividend yield		0	%				0	%
Expected volatility		43	%		35%	-	42	%
Risk-free interest rate		2.5	%		0.7%	-	1.6	%
Contractual term of up to (months)		24					24

NOTE 11:    DERIVATIVES AND HEDGING ACTIVITIES

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

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

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. As of June 30, 2019 and December 31, 2018, the notional principal amount of the Hedging Contracts to sell U.S. dollars held by the Company was $5,850 and $9,100, respectively.

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NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

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

	June 30, 2019 (Unaudited)		December 31, 2018
Derivative assets:
Derivatives designated as cash flow hedging instruments:
Foreign exchange option contracts	$	8	$	—
Foreign exchange forward contracts		46		—
Total	$	54	$	—
Derivative liabilities:
Derivatives designated as cash flow hedging instruments:
Foreign exchange option contracts	$	—	$	14
Foreign exchange forward contracts		—		63
Total	$	—	$	77

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

	Six months ended June 30,					Three months ended June 30,
	2019 (unaudited)		2018 (unaudited)			2019 (unaudited)		2018 (unaudited)
Derivatives designated as cash flow hedging instruments:
Foreign exchange option contracts	$	29	$	(126	)	$	13	$	(107	)
Foreign exchange forward contracts		289		(154	)		99		(149	)
	$	318	$	(280	)	$	112	$	(256	)

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

	Six months ended June 30,					Three months ended June 30,
	2019 (unaudited)			2018 (unaudited)		2019 (unaudited)			2018 (unaudited)
Derivatives designated as cash flow hedging instruments:
Foreign exchange option contracts	$	(7	)	$	97	$	(7	)	$	83
Foreign exchange forward contracts		(180	)		99		(107	)		94
	$	(187	)	$	196	$	(114	)	$	177

The Company recorded in cost of revenues and operating expenses a net gain of $114 and $187 during the three and six months ended June 30, 2019, respectively, and a net loss of $177 and $196 for the comparable periods of 2018, related to its Hedging Contracts.

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NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

NOTE 12:    ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

	Six months ended June 30, 2019 (unaudited)									Three months ended June 30, 2019 (unaudited)
	Unrealized gains (losses) on available-for- sale marketable securities			Unrealized gains (losses) on cash flow hedges			Total			Unrealized gains (losses) on available-for- sale marketable securities			Unrealized gains (losses) on cash flow hedges			Total
Beginning balance	$	(1,046	)	$	(68	)	$	(1,114	)	$	(476	)	$	49		$	(427	)
Other comprehensive income (loss) before reclassifications		1,037			280			1,317			485			99			584
Amounts reclassified from accumulated other comprehensive income (loss)		26			(165	)		(139	)		8			(101	)		(93	)
Net current period other comprehensive income (loss)		1,063			115			1,178			493			(2	)		491
Ending balance	$	17		$	47		$	64		$	17		$	47		$	64

	Six months ended June 30, 2018 (unaudited)									Three months ended June 30, 2018 (unaudited)
	Unrealized gains (losses) on available-for- sale marketable securities			Unrealized gains (losses) on cash flow hedges			Total			Unrealized gains (losses) on available-for- sale marketable securities			Unrealized gains (losses) on cash flow hedges			Total
Beginning balance	$	(586	)	$	—		$	(586	)	$	(1,184	)	$	(4	)	$	(1,188	)
Other comprehensive loss before reclassifications		(754	)		(250	)		(1,004	)		(159	)		(229	)		(388	)
Amounts reclassified from accumulated other comprehensive income (loss)		(2	)		175			173			1			158			159
Net current period other comprehensive loss		(756	)		(75	)		(831	)		(158	)		(71	)		(229	)
Ending balance	$	(1,342	)	$	(75	)	$	(1,417	)	$	(1,342	)	$	(75	)	$	(1,417	)

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)
	Six months ended June 30,						Three months ended June 30,
	2019 (unaudited)			2018 (unaudited)			2019 (unaudited)			2018 (unaudited)
Unrealized gains (losses) on cash flow hedges	$	4		$	(4	)	$	2		$	(3	)	Cost of revenues
		165			(170	)		101			(154	)	Research and development
		5			(7	)		3			(6	)	Sales and marketing
		13			(15	)		8			(14	)	General and administrative
		187			(196	)		114			(177	)	Total, before income taxes
		22			(21	)		13			(19	)	Income tax expense (benefit)
		165			(175	)		101			(158	)	Total, net of income taxes
Unrealized gains (losses) on available-for-sale marketable securities		(35	)		2			(11	)		(2	)	Financial income (loss), net
		(9	)		—			(3	)		(1	)	Income tax expense (benefit)
		(26	)		2			(8	)		(1	)	Total, net of income taxes
	$	139		$	(173	)	$	93		$	(159	)	Total, net of income taxes

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NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share data)

NOTE 13: SHARE REPURCHASE PROGRAM

During the second quarter of 2019, the Company repurchased 103,013 shares of common stock at an average purchase price of $22.57 per share for an aggregate purchase price of $2,325. During the second quarter of 2018, the Company repurchased 269,734 shares of common stock at an average purchase price of $33.28 per share for an aggregate purchase price of $8,975. During the first six months ended June 30, 2019, the Company repurchased 194,316 shares of common stock at an average purchase price of $25.01 per share for an aggregate purchase price of $4,861. During the first six months ended June 30, 2018, the Company repurchased 311,056 shares of common stock at an average purchase price of $33.55 per share for an aggregate purchase price of $10,434. As of June 30, 2019, 160,864 shares of common stock remained available for repurchase pursuant to the Company’s share repurchase program.

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

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

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

NOTE 15: SUBSEQUENT EVENTS

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 $11,000 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 and the remainder of $1,000 held in escrow to satisfy indemnification claims, if any. The final purchase price allocation for the acquisition has not been determined as of the filing of this Quarterly Report on Form 10-Q.

In August 2019, the Company entered into a technology investment and a strategic partnership agreement with a private company, Immervision, Inc. (“Immervision”), whereby the Company made a technology investment of $10,000 to secure exclusive licensing rights to Immervision’s advanced portfolio of patented wide-angle image processing technology and software. The final purchase price allocation for the investment has not been determined as of the filing of this Quarterly Report on Form 10-Q.

In August 2019, the Company set up a joint venture in China with a minority equity holding of 19.9%. The joint venture company is in its final stage of incorporation and plans to provide services to the semiconductor industry. The Company agreed to pay $199 for its equity holding.

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

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

BUSINESS OVERVIEW

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

Headquartered in Mountain View, California, CEVA is the leading licensor of wireless connectivity and smart sensing technologies. 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, connected world. We partner with leading semiconductor and original equipment manufacturer (OEM) companies worldwide to create power-efficient, intelligent and connected devices for a range of end markets, including mobile, consumer, automotive, industrial and Internet of Things (IoT).

Our ultra-low-power IPs include comprehensive DSP-based platforms and software that target smart sensing and connectivity devices. Our smart sensing portfolio includes advanced image processing and computer vision, AI for camera-enabled devices, audio, voice input and voice recognition technologies, AI for microphone-enabled devices, and Hillcrest Labs’ sensor processing and fusion for IMU and environmental sensor-enabled devices. Our connectivity portfolio includes 5G mobile broadband platforms for handsets, base station RAN, NB-IoT for low bit rate cellular, Bluetooth and WiFi technologies.

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

We believe the adoption of our wireless connectivity and smart sensing products beyond our incumbency in the handset baseband market continues to progress. As a testament to this trend, during the second quarter of 2019, we concluded nine licensing deals, all of which are for non-cellular handset baseband applications. Based on shipment data or our best estimates of the shipment data for the second quarter of 2019, shipments of CEVA-powered non-cellular baseband products grew 8% year-over-year to 95 million units. This data is indicative of the continued traction our non-baseband customers are gaining with our signal processing IPs.

In July 2019, we expanded our smart sensing product portfolio and market reach with two strategic transactions. We acquired the Hillcrest Laboratories, Inc. (“Hillcrest Labs”) business from InterDigital, Inc. (“InterDigital”) for $11 million in cash. Hillcrest Labs is a leading global supplier of software and components for sensor processing in consumer and IoT devices. We also formed a strategic partnership and made a $10 million technology investment in Immervision, Inc. (“Immervision”). Immervision is a developer and licensor of wide-angle lenses and image processing technologies. Through this technology investment, we secured exclusive licensing rights to Immervision’s patented image processing and sensor fusion software portfolio for wide-angle cameras, which are broadly used in surveillance, smartphone, automotive, robotics and consumer applications.

These two strategic deals will enable us to further expand our product offerings and customer reach and allow us to move up the value chain and create tighter relationships with semiconductor companies and OEMs.

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

● CEVA is firmly established in the largest space in the semiconductor industry – baseband for mobile handsets. Our customer base maintains a strong industry presence in the handset space, in particular in premium-tier and low-tier LTE smartphones and 2G feature phones.

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

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● Our specialization and competitive edge in signal processing platforms for 5G base station RAN and handsets put us in a strong position to capitalize on the emergence of 5G to address mass market adoption and benefit from new 5G usage models, such as fixed wireless access, remote radio heads, cellular backhaul, small cells, automotive, industrial and other machine to machine devices. In the first half of 2019, we signed three 5G-related deals.

● Our broad Bluetooth, Wi-Fi and NB-IoT IPs allow us to expand further into IoT applications and substantially increase our overall addressable market. In the first half of 2019, we signed eleven deals. Our addressable market size for Bluetooth, Wi-Fi and NB-IoT is expected to be more than 9 billion devices annually by 2022 based on ABI Research and Ericsson Mobility Reports.

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

● Our CEVA-XM4 and CEVA-XM6 imaging and vision platforms and deep learning capabilities provide highly compelling offerings for any camera-enabled device such as smartphones, automotive safety (ADAS), autonomous driving (AD), drones, robotics, security and surveillance, augmented reality (AR) and virtual reality (VR), drones, and signage. Per research from Yole Dévelopement, camera-enabled devices incorporating computer vision and AI are expected to exceed 1 billion units by 2022. We have already signed more than fifty licensing agreements for our imaging and vision DSPs across those markets, where our customers can add camera-related enhancements such as smarter autofocus, better picture using super resolution algorithms, and better image capture in low-light environments. Other customers can add video analytics support to enable new services like augmented reality, gesture recognition and advanced safety capabilities in cars. This transformation in vision processing and neural net software are opportunities for us to expand our footprint and content in smartphones, drones, consumer cameras, surveillance, automotive ADAS and industrial IoT applications. Furthermore, our recent technology investment in Immervision adds an advanced portfolio of patented wide-angle image processing software to our product offerings for intelligent vision. This includes real-time adaptive de-warping, stitching, image color and contrast enhancement, electronic image stabilization and Data-in-Picture proprietary technology, which integrate within each video frame fused sensory data, such as that offered by Hillcrest Labs. We believe the addition of these technologies augments our CEVA-XM4 and CAVA-XM6 DSPs and are value-adds for our customers.

● Neural networks are increasingly being deployed for a wide range of markets in order to make devices “smarter.” These markets include IoT, smartphones, surveillance, automotive, robotics, medical and industrial. To address this significant and lucrative opportunity, we introduced NeuPro™ - a family of AI processors for deep learning at the edge. These self-contained AI processors bring the power of deep learning to the device, without relying on connectivity to the cloud. We believe this market opportunity for AI at the edge is on top of our existing product lines and represents new licensing and royalty drivers for the company in the coming years. In the first quarter of 2019, we concluded an agreement with one of the world’s leading automotive OEMs for our NeuPro AI processors targeting autonomous driving.

● Our recent acquisition of the Hillcrest Labs sensor fusion business from InterDigital allows us to address an important technology 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 smartphones, laptops, tablets, wireless earbuds, TVs and remote controls, AR and VR headsets, drones, robots 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 100 million devices, indicative of its market traction and excellence. As a result, 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 IoT umbrella, we expect significant growth in royalty revenues derived from non-handset baseband applications over the next few years, which will be composed of a range of different products at different royalty ASPs spanning from high volume Bluetooth to high value base station RAN. The royalty ASP of our other products will be in between these edges.

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At our first investor and analyst day held on January 14, 2019 in New York City, we presented our anticipated financial metrics for year 2022. We forecasted that our licensing revenue in 2022 will grow approximately 10% to 20% from the 2018 levels, our royalty revenue will be approximately two times the 2018 levels, and our non-GAAP net income will be approximately three times the 2018 levels.

RESULTS OF OPERATIONS

Total Revenues

Total revenues were $18.4 million and $35.4 million for the second quarter and first half of 2019, respectively, representing an increase of 5% and 1%, respectively, as compared to the corresponding periods in 2018. For the second quarter and first half of 2019, the increase was principally due to higher licensing and related revenues in comparison to the corresponding periods in 2018.

Five largest customers accounted for 55% and 50% of our total revenues for the second quarter and first half of 2019, respectively, as compared to 62% and 53% for the comparable periods in 2018. Two customers accounted for 14% and 17% of our total revenues for the second quarter of 2019, as compared to three customers that accounted for 16%, 17% and 16% of our total revenues for the second quarter of 2018. Two customers accounted for 17% and 15% of our total revenues for the first half of 2019, as compared to three customers that accounted for 11%, 16% and 15% of our total revenues for the first half of 2018. Sales to Spreadtrum represented 17% and 15% of our total revenues for the second quarter and first half of 2019, respectively, as compared to 17% and 16% for the comparable periods in 2018. Generally, the identity of our other customers representing 10% or more of our total revenues varies from period to period, especially with respect to our licensing customers as we generate licensing revenues generally from new customers on a quarterly basis. With respect to our royalty revenues, three royalty paying customers each represented 10% or more of our total royalty revenues for both the second quarter and first half of 2019, and collectively represented 76% and 73% of our total royalty revenues for the second quarter and first half of 2019, respectively. Three royalty paying customers each represented 10% or more of our total royalty revenues for both the second quarter and first half of 2018, and collectively represented 78% and 76% of our total royalty revenues for the second quarter and first half of 2018, respectively. 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.

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

	First Half 2019			First Half 2018			Second Quarter 2019			Second Quarter 2018
Connectivity products		77	%		78	%		82	%		81	%
Smart sensing products		23	%		22	%		18	%		19	%

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

Licensing and Related Revenues

Licensing and related revenues were $10.8 million and $21.8 million for the second quarter and first half of 2019, respectively, representing both an increase of 8%, as compared to the corresponding periods in 2018. The increase in licensing and related revenues for the second quarter of 2019 was due to an increase in connectivity products licensing activities, and an increase in licensing and related revenues for the first half of 2019 was due to an increase in both connectivity products, as well as the smart sensing products licensing activities for a broad range of deals signed in non-handset markets. Such new deals included cellular IoT, sound and Bluetooth for wireless earbuds, AI and computer vision for consumer cameras, Wi-Fi access points, strategic deals for autonomous driving, 5G applications for different market use cases like base station RAN, mmwave small cells and cellular V2X. In the first six months of 2019, we signed a total of seventeen deals by capitalizing on a healthy design environment, in particular in the U.S., China and Japan, and on our technology excellence in wireless connectivity and smart sensing, enabling us to maintain a robust licensing pipeline.

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Licensing and related revenues accounted for 59% and 62% of our total revenues for the second quarter and first half of 2019, respectively, as compared to 57% for both the comparable periods of 2018. Overall, we perceive a healthy demand for our products in the second quarter of 2019. During the second quarter of 2019, we concluded nine new licensing deals, three were on smart sensing products and six were for connectivity products with overall four first time customers. Geographically, three of the deals signed were in China, two were in the U.S., and four were in the APAC region, including Japan.

Royalty Revenues

Royalty revenues were $7.6 million and $13.6 million for the second quarter and first half of 2019, respectively, representing an increase of 2% and a decrease of 9%, respectively, as compared to the corresponding periods in 2018. Royalty revenues accounted for 41% and 38% of our total revenues for the second quarter and first half of 2019, respectively, as compared to 43% for both comparable periods of 2018. The slight increase in royalty revenues for the second quarter of 2019 and the decrease in royalty revenues for the first half of 2019 mainly reflected a decrease in smartphone handset shipments due to market softness and excess channel inventory of our customers, partially offset by higher shipments of non-handset baseband products. We expect a substantial increase in royalties in the second half of the year, starting with more than a 60% sequential increase for the third quarter of 2019. This includes the initial contribution from Hillcrest Labs and should account for one of the highest royalty revenue quarters in the company’s history.

Our customers reported sales of 217 million and 392 million chipsets incorporating our technologies for the second quarter and first half of 2019, respectively, a decrease of 2% and 6% from the corresponding periods in 2018 for actual shipments reported. The decreases are due to the same reasons as set forth above for the decrease in royalty revenues.

The five largest royalty-paying customers accounted for 85% and 83% of our total royalty revenues for the second quarter and first half of 2019, respectively, as compared to 83% and 84% for the comparable periods of 2018.

Geographic Revenue Analysis

	First Half 2019				First Half 2018				Second Quarter 2019				Second Quarter 2018
	(in millions, except percentages)								(in millions, except percentages)
United States	$	3.9	11	%	$	3.8	11	%	$	2.1	12	%	$	2.1	12	%
Europe and Middle East (1)	$	6.3	18	%	$	5.2	15	%	$	3.0	16	%	$	2.7	16	%
Asia Pacific (2) (3) (4)	$	25.1	71	%	$	26.1	74	%	$	13.3	72	%	$	12.7	72	%
(1) Germany	$	5.2	15	%		*)	*)		$	2.6	14	%	$	1.9	11	%
(2) China	$	16.5	47	%	$	12.9	37	%	$	9.3	51	%	$	6.8	39	%
(3) S. Korea		*)	*)		$	5.7	16	%		*)	*)		$	2.9	16	%
(4) Japan	$	4.8	14	%	$	5.1	15	%	$	2.2	12	%	$	2.5	14	%

*) Less than 10%.

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

Cost of Revenues

Cost of revenues was $2.5 million and $4.5 million for the second quarter and first half of 2019, respectively, as compared to $2.0 million and $4.0 million for the comparable periods of 2018. Cost of revenues accounted for 14% and 13% of our total revenues for the second quarter and first half of 2019, respectively, as compared to 11% for both the comparable periods of 2018. The increase for the second quarter of 2019 principally reflected higher customization work for our licensees and higher third-party IP costs (associated with the NB-IoT product line). The increase for the first half of 2019 principally reflected higher customization work for our licensees. Included in cost of revenues for the second quarter and first half of 2019 was a non-cash equity-based compensation expense of $160,000 and $296,000, respectively, as compared to $168,000 and $325,000 for the comparable periods of 2018.

We anticipate that our cost of revenues will increase in 2019 as compared to 2018, partially due to higher expenses of up to $2 million for engineering customization-related expenses that will be allocated from our research and developments costs to cost of revenues on a 5G-related license deal executed in 2018, as well as the addition of the expenses of the Hillcrest Labs business starting in the third quarter of 2019.

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Gross Margin

Gross margin for the second quarter and first half of 2019 was 86% and 87%, respectively, as compared to 89% for both comparable periods of 2018. The decrease for both the second quarter and first half of 2019 mainly reflected higher cost of revenues as set forth above.

Operating Expenses

Total operating expenses were $18.1 million and 36.0 million for the second quarter and first half of 2019, respectively, as compared to $18.2 million and $36.7 million for the comparable periods of 2018. The net decrease in total operating expenses for both the second quarter and first half of 2019 principally reflected higher research grants received (mainly from the Israeli Innovation Authority of the Ministry of Economy and Industry in Israel (the “IIA”)), partially offset by higher salary and employee-related costs, mainly due to higher headcount.

We expect that as a result of the acquisition of the Hillcrest Labs business in July 2019 that our operating expenses will include, starting from the third quarter of 2019, the ongoing Hillcrest Labs expenses, which are expected to be approximately an additional $1.5 million per quarter, which expenses exclude amortizations as the final purchase price allocation for the acquisition has not been determined as of the filing of this Quarterly Report on Form 10-Q.

Research and Development Expenses, Net

Our research and development expenses, net, were $12.4 million and $24.7 million for the second quarter and first half of 2019, respectively, as compared to $11.8 million and $23.9 million for the comparable periods of 2018. The net increase for both the second quarter and first half of 2019 principally reflected higher salary and employee-related costs, mainly due to higher headcount, partially offset by higher research grants received, mainly from the IIA. Included in research and development expenses for the second quarter and first half of 2019 were non-cash equity-based compensation expenses of $1,458,000 and $2,820,000, respectively, as compared to $1,359,000 and $2,628,000 for the comparable periods of 2018. Research and development expenses as a percentage of our total revenues were 67% and 70% for the second quarter and first half of 2019, respectively, as compared to 68% for both the comparable periods of 2018. The percentage decrease for the second quarter of 2019, as compared to the comparable period of 2018, is due to higher total revenues for the second quarter of 2019, as compared to the comparable period of 2018, offset by the same reasons as set forth above for the increase in research and development expenses in absolute dollars for the comparable periods of 2019 and 2018. The percentage increase for the first half of 2019 as compared to the comparable period of 2018 is due to the same reasons as set forth above for the increase in research and development expenses in absolute dollars for the comparable periods of 2019 and 2018.

The number of research and development personnel was 267 at June 30, 2019, as compared to 236 at June 30, 2018.

We anticipate that our research and development expenses will continue to increase in 2019. With our newly announced products, the new Hillcrest Labs business and continued momentum with our existing licensing business, we will continue to innovate and reinforce our leadership, but with disciplined investments in research and development. The increase will be approximately $5 million, mainly associated with investments in headcount, employee-related costs and EDA tools.

Sales and Marketing Expenses

Our sales and marketing expenses were $3.0 million and $6.0 million for the second quarter and first half of 2019, respectively, as compared to $3.4 million and $6.6 million for the comparable periods of 2018. The decrease for the second quarter of 2019 primarily reflected lower marketing and trade shows activities. The decrease for the first half of 2019 primarily reflected lower marketing and trade shows activities, lower salary and employee-related costs and lower non-cash equity-based compensation expenses. Included in sales and marketing expenses for the second quarter and first half of 2019 were non-cash equity-based compensation expenses of $394,000 and $750,000, respectively, as compared to $423,000 and $877,000 for the comparable periods of 2018. Sales and marketing expenses as a percentage of our total revenues were 16% and 17% for the second quarter and first half of 2019, respectively, as compared to 19% for both comparable periods of 2018.

The total number of sales and marketing personnel was 32 at June 30, 2019, as compared to 34 at June 30, 2018.

General and Administrative Expenses

Our general and administrative expenses were $2.5 million and $4.9 million for the second quarter and first half of 2019, respectively, as compared to $2.8 million and $5.8 million for the comparable periods of 2018. The decrease for the second quarter of 2019 primarily reflected lower non-cash equity-based compensation expenses. The decrease for the first half of 2019 primarily reflected lower salary and employee-related costs as well as lower non-cash equity-based compensation expenses. Included in general and administrative expenses for the second quarter and first half of 2019 were non-cash equity-based compensation expenses of $667,000 and $1,229,000, as compared to $895,000 and $1,786,000 for the comparable periods of 2018. General and administrative expenses as a percentage of our total revenues were 14% for both the second quarter and first half of 2019, as compared to 16% and 17% for comparable periods of 2018. The percentage decrease for both the second quarter and first half of 2019 is due to the same reasons as set forth above for the decrease in general and administrative expenses in absolute dollars.

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The number of general and administrative personnel was 32 at June 30, 2019, as compared to 30 at June 30, 2018.

Amortization of intangible assets

Our amortization charges were $0.2 million and $0.4 for the second quarter and first half of 2019, respectively, as compared to $0.1 million and $0.5 million for the comparable periods of 2018. The charges were incurred in connection with the amortization of intangible assets associated with the acquisition of RivieraWaves in July 2014. As of June 30, 2019, the net amount of intangible assets related to the acquisition of RivieraWaves was $0.4 million.

Financial Income, Net (in millions)

	First Half 2019			First Half 2018			Second Quarter 2019			Second Quarter 2018
Financial income, net	$	1.70		$	1.70		$	0.90		$	0.78
of which:
Interest income and gains and losses from marketable securities, net	$	1.90		$	1.81		$	0.97		$	0.94
Foreign exchange loss	$	(0.20	)	$	(0.11	)	$	(0.07	)	$	(0.16	)

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

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

We review our monthly expected major non-U.S. dollar denominated expenditures and look to hold equivalent non-U.S. dollar cash balances to mitigate currency fluctuations. This has resulted in a foreign exchange loss of $0.07 million and $0.20 million for the second quarter and first half of 2019, respectively, as compared to foreign exchange loss of $0.16 million and $0.11 million for the comparable periods of 2018.

Provision for Income Taxes

Our income tax expenses were $0.2 million and $0.4 million for the second quarter and first half of 2019, respectively, as compared to income tax expenses of $0.2 million and $0.4 million for the comparable periods of 2018. Currently, our Israeli and Irish subsidiaries are taxed at rates substantially lower than U.S. tax rates.

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

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

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.

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

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

Critical Accounting Policies and Estimates

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2019, we had approximately $24.5 million in cash and cash equivalents, $50.4 million in short term bank deposits, $76.1 million in marketable securities, and $14.7 million in long term bank deposits, totaling $165.7 million, as compared to $167.7 million at December 31, 2018. The decrease for the first half of 2019 principally reflected funds used to repurchase 194,316 shares of common stock for an aggregate consideration of approximately $4.9 million, partially offset by cash provided by operations and cash proceeds from exercise of stock-based awards.

Out of total cash, cash equivalents, bank deposits and marketable securities of $165.7 million, $136.1 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 the first half of 2019, we invested $10.4 million of cash in bank deposits and marketable securities with maturities up to 60 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 $16.4 million. All of our marketable securities are classified as available-for-sale. The purchase and sale or redemption of available-for-sale marketable securities are considered part of investing cash flow. Available-for-sale marketable securities are stated at fair value, with unrealized gains and losses reported in accumulated other comprehensive income (loss), a separate component of stockholders’ equity, net of taxes. Realized gains and losses on sales of investments, as determined on a specific identification basis, are included in the interim condensed consolidated statements of income (loss). We did not recognize any other-than-temporarily-impaired charges on marketable securities during the first half of 2019. For more information about our marketable securities, see Notes 5 to the interim condensed consolidated financial statements for the three and six months ended June 30, 2019.

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

Operating Activities

Cash provided by operating activities for the first half of 2019 was $1.3 million and consisted of net loss of $3.8 million, adjustments for non-cash items of $7.6 million, and changes in operating assets and liabilities of $2.5 million. Adjustments for non-cash items primarily consisted of $2.0 million of depreciation and amortization of intangible assets, $5.1 million of equity-based compensation expenses and $0.3 million of amortization of premiums on available-for-sale marketable securities. The decrease in operating assets and liabilities primarily consisted of an increase in prepaid expenses and other assets of $3.4 million (mainly as a result of payment of a yearly design tool subscription), an increase in accrued interest on bank deposits of $0.7 million, an increase in deferred taxes, net of $0.7 million, a decrease in deferred revenues of $1.2 million and a decrease in payroll and related benefits of $0.8 million, partially offset by a decrease in trade receivables of $4.1 million (mainly as a result of a decrease in unbilled receivables associated with royalties).

Cash provided by operating activities for the first half of 2018 was $3.8 million and consisted of net loss of $4.3 million, adjustments for non-cash items of $8.0 million, and changes in operating assets and liabilities of $0.1 million. Adjustments for non-cash items primarily consisted of $1.8 million of depreciation and amortization of intangible assets, $5.6 million of equity-based compensation expenses and $0.4 million of amortization of premiums on available-for-sale marketable securities. The changes in operating assets and liabilities primarily consisted of a decrease in trade receivables of $7.7 million, partially offset by an increase in prepaid expenses and other assets of $3.9 million, a decrease in deferred revenues of $1.7 million and a decrease in accrued payroll and related benefits of $1.3 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 research and development government grants and French research tax credits, and interest earned from our cash, deposits and marketable securities. The timing of receipts of accounts receivable from customers is based upon the completion of agreed milestones or agreed dates as set out in the contracts.

Investing Activities

Net cash provided by investing activities for the first half of 2019 was $4.7 million, compared to $5.4 million of net cash used in investing activities for the comparable period of 2018. We had a cash outflow of $5.0 million and a cash inflow of $7.3 million with respect to investments in marketable securities during the first half of 2019, as compared to a cash outflow of $13.8 million and a cash inflow of $12.7 million with respect to investments in marketable securities during the first half of 2018. For the first half of 2019, we had net proceeds of $3.8 million from bank deposits, as compared to net investments of $0.3 million in bank deposits for the comparable period of 2018. We had a cash outflow of $1.4 million and $2.2 million during the first half of 2019 and 2018, respectively, from purchase of property and equipment. For the first half of 2018, we had a cash outflow of $1.7 million from the purchase of a license of NB-IoT technologies.

Financing Activities

Net cash used in financing activities for the first half of 2019 was $3.7 million, as compared to $9.4 million of net cash used in financing activities for the comparable period of 2018. The decrease is due to the use of cash for share repurchases, less proceeds received from the exercise of stock-based awards, both as set forth below.

In August 2008, we announced that our board of directors approved a share repurchase program for up to one million shares of common stock which was further extended collectively by an additional five million shares in 2010, 2013 and 2014. In May 2018, our board of directors authorized the repurchase of an additional 700,000 shares of common stock pursuant to Rule 10b-18 of the Exchange Act. During the first half of 2019, we repurchased 194,316 shares of common stock pursuant to our share repurchase program, at an average purchase price of $25.01 per share, for an aggregate purchase price of $4.9 million. During the first half of 2018, we repurchased 311,056 shares of common stock pursuant to our share repurchase program, at an average purchase price of $33.35 per share, for an aggregate purchase price of $10.4 million. As of June 30, 2019, we have 160,864 shares available for repurchase.

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

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

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

SUBSEQUENT EVENTS

In July 2019, we acquired the Hillcrest Labs business from 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, we agreed to pay an aggregate of $11 million to purchase the Hillcrest Labs business, as well as non-exclusive rights to certain Hillcrest Labs’ patents retained by InterDigital, with $10 million paid at closing and the remainder of $1 million held in escrow to satisfy indemnification claims, if any. The final purchase price allocation for the acquisition has not been determined as of the filing of this Quarterly Report on Form 10-Q.

In August 2019, we entered into a strategic partnership agreement with a private company, Immervision, whereby we made a technology investment of $10 million to secure exclusive licensing rights to Immervision’s advanced portfolio of patented wide-angle image processing technology and software. The final purchase price allocation for the investment has not been determined as of the filing of this Quarterly Report on Form 10-Q.

In August 2019, we set up a joint venture in China with a minority equity holding of 19.9%. We are in the final stage of incorporating the joint venture and plan to provide services to the semiconductor industry. We agreed to pay $0.2 million for our equity holding.

Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A majority of our revenues and a portion of our expenses are transacted in U.S. dollars and our assets and liabilities together with our cash holdings are predominately denominated in U.S. dollars. However, the majority of our expenses are denominated in currencies other than the U.S. dollar, principally the NIS and the Euro. Increases in volatility of the exchange rates of currencies other than the U.S. dollar versus the U.S. dollar could have an adverse effect on the expenses and liabilities that we incur when remeasured into U.S. dollars. We review our monthly expected non-U.S. dollar denominated expenditures and look to hold equivalent non-U.S. dollar cash balances to mitigate currency fluctuations. This has resulted in a foreign exchange loss of $72,000 and $205,000 for the second quarter and first half of 2019, respectively, and a foreign exchange loss of $162,000 and $111,000 for the comparable periods of 2018.

As a result of currency fluctuations and the remeasurement of non-U.S. dollar denominated expenditures to U.S. dollars for financial reporting purposes, we may experience fluctuations in our operating results on an annual and quarterly basis. To protect against the increase in value of forecasted foreign currency cash flow resulting from salaries paid in currencies other than the U.S. dollar during the year, we follow a foreign currency cash flow hedging program. We hedge portions of the anticipated payroll for our non-U.S. employees denominated in currencies other than the U.S. dollar for a period of one to twelve months with forward and option contracts. During the second quarter and first half of 2019, we recorded accumulated other comprehensive loss of $2,000 and accumulated other comprehensive gain of $115,000, respectively, from our forward and option contracts, net of taxes, with respect to anticipated payroll expenses for our non-U.S. employees. During the second quarter and first half of 2018, we recorded accumulated other comprehensive loss of $71,000 and $75,000, respectively, from our forward and option contracts, net of taxes, with respect to anticipated payroll expenses for our non-U.S. employees. As of June 30, 2019, the amount of other comprehensive gain from our forward and option contracts, net of taxes, was $47,000, which will be recorded in the consolidated statements of income (loss) during the following three months. We recognized a net gain of $114,000 and $187,000 for the second quarter and first half of 2019, respectively, and a net loss of $177,000 and $196,000 for the comparable periods of 2018, related to forward and options contracts. We note that hedging transactions may not successfully mitigate losses caused by currency fluctuations. We expect to continue to experience the effect of exchange rate and currency fluctuations on an annual and quarterly basis.

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

We hold an investment portfolio consisting principally of corporate bonds. We have the ability to hold such investments until recovery of temporary declines in market value or maturity. Accordingly, as of June 30, 2019, we believe the losses associated with our investments are temporary and no impairment loss was recognized during the first half of 2019. 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 $0.97 million and $1.90 million for the second quarter and first half of 2019, respectively, as compared to $0.94 million and $1.81 million for the comparable periods of 2018. The increase in interest income and gains and losses from marketable securities, net, during both the second quarter and first half of 2019 principally reflected higher yields, offset by lower combined cash, bank deposits and marketable securities balances held.

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

Item 4.    CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2019.

There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

PART II.    OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

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

Item 1A.    RISK FACTORS

This Form 10Q contains forward-looking statements concerning our future products, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Numerous factors could cause our actual results to differ significantly from the results described in these forward-looking statements, including the following risk factors.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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● 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;

● 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; and

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

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

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

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

We derive a significant amount of revenues from a limited number of customers. One customer, Spreadtrum, accounted for 15% and 16% of our total revenues for the first half of 2019 and 2018, respectively. With respect to our royalty revenues, three royalty paying customers each represented 10% or more of our total royalty revenues for both the first half of 2019 and 2018, and collectively represented 73% and 76% of our total royalty revenues for the first half of 2019 and 2018, respectively. We expect that a significant portion of our future revenues will continue to be generated by a limited number of customers. The loss of any significant royalty paying customer could adversely affect our near-term future operating results. Furthermore, consolidation among our customers may negatively affect our revenue source, increase our existing customers’ negotiation leverage and make us further dependent on a limited number of customers. Moreover, the discontinuation of product lines or market sectors that incorporate our technology by our significant customers or a change in direction of their business and our inability to adapt our technology to their new business needs could have material negative implications for our future royalty revenues.

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

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

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

Royalty payments to us under existing and future license agreements could be lower than currently anticipated for a variety of reasons. Average selling prices for semiconductor products generally decrease over time during the lifespan of a product. In addition, there is increasing downward pricing pressures in the semiconductor industry on end products incorporating our technology, especially end products for the handsets and consumer electronics markets. As a result, notwithstanding the existence of a license agreement, our customers may demand that royalty rates for our products be lower than our historic royalty rates.  We have in the past and may be pressured in the future to renegotiate existing license agreements with our customers. In addition, certain of our license agreements provide that royalty rates may decrease in connection with the sale of larger quantities of products incorporating our technology.  Furthermore, our competitors may lower the royalty rates for their comparable products to win market share which may force us to lower our royalty rates as well. As a consequence of the above referenced factors, as well as unforeseen factors in the future, the royalty rates we receive for use of our technology could decrease, thereby decreasing future anticipated revenues and cash flow. Royalty revenues were approximately 41% and 38% of our total revenues for the second quarter and first half of 2019, respectively, as compared to 43% for both comparable periods of 2018. Therefore, a significant decrease in our royalty revenues could materially adversely affect our operating results.

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

We generate a significant amount of our total revenues, 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 particularly our royalty revenues are derived from baseband for handsets. Any adverse change in our ability to compete and maintain our competitive position in the handset baseband market, including through the introduction by competitors of enhanced technologies that attract OEM customers that target those markets, would harm our business, financial condition and results of operations. Moreover, the handset baseband market is extremely competitive and is facing intense pricing pressures, and we expect that competition and pricing pressures will only increase. Furthermore, it can be very volatile with regards to volume shipments of different phones, standards and connected devices due to inventory build out or consumer demand changes or geographical macroeconomics, pricing changes, product discontinuations due to technical issues and timing of introduction of new phones and products. Our existing OEM customers also may fail to introduce new handset devices that attract consumers, or encounter significant delays in developing, manufacturing or shipping new or enhanced products in those markets or find alternative technological solutions and suppliers. The inability of our OEM customers to compete would result in lower shipments of products powered by our technologies which in turn would have a material adverse effect on our business, financial condition and results of operations. As an example, Intel Corporation recently announced its intention to exit the 5G smartphone modem business and the sale of such business to Apple. As we do not know if and when this deal will be completed, nor Apple’s plans with regards to CEVA’s technology as used by Intel, such decisions may in future periods have an adverse effect on our royalty revenues. Since a significant portion of our revenues is derived from the handset baseband market, adverse conditions in this market would have a material adverse effect on our business, financial condition and results of operations.

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

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

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

We do not sell our IP solutions directly to end-users; we license our technology primarily to semiconductor companies and electronic equipment manufacturers, who then incorporate our technology into the products they sell. As a result, we rely on our customers to incorporate our technology into their end products at the design stage. Once a company incorporates a competitor’s technology into its end product, it becomes significantly more difficult for us to sell our technology to that company because changing suppliers involves significant cost, time, effort and risk for the company. As a result, we may incur significant expenditures on the development of a new technology without any assurance that our existing or potential customers will select our technology for incorporation into their own product and without this “design win,” it becomes significantly difficult to sell our IP solutions. Moreover, even after a customer agrees to incorporate our technology into its end products, the design cycle is long and may be delayed due to factors beyond our control, which may result in the end product incorporating our technology not reaching the market until long after the initial “design win” with such customer. From initial product design-in to volume production, many factors could impact the timing and/or amount of sales actually realized from the design-in. These factors include, but are not limited to, changes in the competitive position of our technology, our customers’ financial stability, and our customers' ability to ship products according to our customers’ schedule. Moreover, current economic conditions may further prolong a customer’s decision-making process and design cycle.

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

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

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

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

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

Because we have significant international operations, we may be subject to political, economic and other conditions relating to our international operations that could increase our operating expenses and disrupt our revenues and business.

Approximately 89% of our total revenues for the first half of 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;

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

● imposition of tariffs and other barriers and restrictions;

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

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

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

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

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

● changes in diplomatic and trade relationships.

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

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

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

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

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

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

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

Because our IP solutions are complex, the detection of errors in our products may be delayed, and if we deliver products with defects, our credibility will be harmed, the sales and market acceptance of our products may decrease and product liability claims may be made against us.

Our IP solutions are complex and may contain errors, defects and bugs when introduced. If we deliver products with errors, defects or bugs, our credibility and the market acceptance and sales of our products could be significantly harmed. Furthermore, the nature of our products may also delay the detection of any such error or defect. If our products contain errors, defects and bugs, then we may be required to expend significant capital and resources to alleviate these problems. This could result in the diversion of technical and other resources from our other development efforts. Any actual or perceived problems or delays may also adversely affect our ability to attract or retain customers. Furthermore, the existence of any defects, errors or failure in our products could lead to product liability claims or lawsuits against us or against our customers. A successful product liability claim could result in substantial cost and divert management’s attention and resources, which would have a negative impact on our financial condition and results of operations.

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

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

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

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

In addition, certain of our employees are currently obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called to active military duty at any time. Although we have operated effectively under these requirements since our inception, we cannot predict the effect of these obligations on the company in the future. Our operations could be disrupted by the absence, for a significant period, of one or more of our key employees due to military service.

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

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

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

We currently receive research grants mainly from programs of the IIA. We recorded an aggregate of $2,987,000 in the first half of 2019. To be eligible for these grants, we must meet certain development conditions and comply with periodic reporting obligations. Although we have met such conditions in the past, should we fail to meet such conditions in the future our research grants may be repayable, reduced or withheld. The repayment or reduction of such research grants may increase our research and development expenses which in turn may reduce our operating income. Also, the timing of such payments from the IIA may vary from year to year and quarter to quarter, and we have no control on the timing of such payment. For example, in both 2018 and 2017, the amount of grants approved by the IIA was substantially lower than prior years due to different allocation and methodology that IIA has implemented. As a result, our research and developments costs increased in 2018 and 2017 as compared to prior years.

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

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

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

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

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

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

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

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

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

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

We are exposed to fluctuations in currency exchange rates.

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

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

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

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

Our product development efforts require us to incur substantial research and development expense. Our research and development expenses were approximately $24.7 million and $23.9 million for the first half of 2019 and 2018, respectively. We may not be able to achieve an acceptable return, if any, on our research and development efforts.

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

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

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

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

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

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

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

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● 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 licensing arrangements to establish and protect our proprietary rights. These agreements and measures may not be sufficient to protect our technology from third-party infringement or protect us from the claims of others. As a result, we face risks associated with our patent position, including the potential need to engage in significant legal proceedings to enforce our patents, the possibility that the validity or enforceability of our patents may be denied, the possibility that third parties will be able to compete against us without infringing our patents and the possibility that our products may infringe patent rights of third parties.

Our trade names or trademarks may be registered or utilized by third parties in countries other than those in which we have registered them, impairing our ability to enter and compete in those markets. If we were forced to change any of our brand names, we could lose a significant amount of our brand identity.

Our business will suffer if we are sued for infringement of the intellectual property rights of third parties or if we cannot obtain licenses to these rights on commercially acceptable terms.

We are subject to the risk of adverse claims and litigation alleging infringement of the intellectual property rights of others. There are a large number of patents held by others, including our competitors, pertaining to the broad areas in which we are active. We have not, and cannot reasonably, investigate all such patents. From time to time, we have become aware of patents in our technology areas and have sought legal counsel regarding the validity of such patents and their impact on how we operate our business, and we will continue to seek such counsel when appropriate in the future. In addition, patent infringement claims are increasingly being asserted by patent holding companies (so-called patent “trolls”), which do not use technology and whose sole business is to enforce patents against companies, such as us, for monetary gain. Because such patent holding companies do not provide services or use technology, the assertion of our own patents by way of counter-claim may be ineffective. Infringement claims may require us to enter into license arrangements or result in protracted and costly litigation, regardless of the merits of these claims. Any necessary licenses may not be available or, if available, may not be obtainable on commercially reasonable terms. If we cannot obtain necessary licenses on commercially reasonable terms, we may be forced to stop licensing our technology, and our business would be seriously harmed.

The future growth of our business depends in part on our ability to license to system OEMs and small-to-medium-sized semiconductor companies directly and to expand our sales geographically.

Historically, a substantial portion of our licensing revenues has been derived in any given period from a relatively small number of licensees. Because of the substantial license fees we charge, our customers tend to be large semiconductor companies or vertically integrated system OEMs. Part of our current growth strategy is to broaden the adoption of our products by small and mid-size companies by offering different versions of our products targeted at these companies. If we are unable to develop and market effectively our intellectual property through these models, our revenues will continue to be dependent on a smaller number of licensees and a less geographically dispersed pattern of licensees, which could materially harm our business and results of operations.

Our operating results are affected by the highly cyclical nature of the semiconductor industry.

We operate within the semiconductor industry which experiences significant fluctuations in sales and profitability. Downturns in the semiconductor industry are characterized by diminished product demand, excess customer inventories, accelerated erosion of prices and excess production capacity. Various market data suggests that the semiconductor industry may be facing such a negative cycle presently, especially in the global handset market. These factors could cause substantial fluctuations in our revenues and in our results of operations.

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Cybersecurity threats or other security breaches could compromise sensitive information belonging to us or our customers and could harm our business and our reputation.

We store sensitive data, including intellectual property, proprietary business information and our customer and employee information. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions that could result in unauthorized disclosure or loss of sensitive data. Because the techniques used to obtain unauthorized access to networks, or to sabotage systems, change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. Furthermore, in the operation of our business we also use third-party vendors that store certain sensitive data. Any security breach of our own or a third-party vendor’s systems could cause us to be non-compliant with applicable laws or regulations, subject us to legal claims or proceedings, disrupt our operations, damage our reputation, and cause a loss of confidence in our products and services, any of which could adversely affect our business.

Our corporate tax rate may increase, which could adversely impact our cash flow, financial condition and results of operations.

We have significant operations in Israel, as well operations in the Republic of Ireland and France. A substantial portion of our taxable income historically has been generated in Israel. Currently, our Israeli and Irish subsidiaries are taxed at rates lower than the U.S. tax rates. If our Israeli and Irish subsidiaries were no longer to qualify for these lower tax rates or if the applicable tax laws were rescinded or changed, our operating results could be materially adversely affected. 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.

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. 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.

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Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth the information with respect to repurchases of our common stock during the three months ended June 30, 2019.

Period	(a) Total Number of Shares Purchased		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
Month #1 (April 1, 2019 to April 30, 2019)	__		__		__			263, 877
Month #2 (May 1, 2019 to May 31, 2019)		91,030	$	22.31		91,030		172,847
Month #3 (June 1, 2019 to June 30, 2019)		11,983	$	24.55		11,983		160,864
TOTAL		103,013	$	22.57		103,013		160,864	(2)

(1) In August 2008, we announced that our board of directors approved a share repurchase program for up to one million shares of common stock which was further extended collectively by an additional five million shares in 2010, 2013 and 2014. In May 2018, our board of directors authorized the repurchase of an additional 700,000 shares of common stock under our share repurchase program.

(2) The number represents the number of shares of our common stock that remain available for repurchase pursuant to our share repurchase program.

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

Not applicable.

Item 6. EXHIBITS

Exhibit No.	Description
31.1	Rule 13a14(a)/15d14(a) Certification of Chief Executive Officer
31.2	Rule 13a14(a)/15d14(a) Certification of Chief Financial Officer
32	Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CEVA, INC.
Date: August 9, 2019	By: /s/ GIDEON WERTHEIZER
	Gideon Wertheizer Chief Executive Officer (principal executive officer)
Date: August 9, 2019	By: /s/ YANIV ARIELI
	Yaniv Arieli Chief Financial Officer (principal financial officer and principal accounting officer)

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