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: September 30, 2021~~

For the quarterly period ended: June 30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. ~~For the transition period from~~ to

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.)
15245 Shady Grove Road, Suite 400, Rockville, MD 20850	20850
(Address of Principal Executive Offices)	(Zip Code)

(~~240)~~(240)-308-8328

(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: ~~22,973,852~~23,231,591 of common stock, $0.001 par value, as of ~~November 3, 2021.~~

August 4, 2022.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Interim Condensed Consolidated Balance Sheets at ~~September~~June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~	5
	~~Interim Condensed Consolidated Statements of Loss (unaudited) for the three and nine months ended September 30,~~ 2021 ~~and 2020~~	6
	Interim Condensed Consolidated Statements of ~~Comprehensive Loss~~Income (Loss) (unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~ 2021	7
	Interim Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the three and six months ended June 30, 2022 and 2021	8
	Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~ 2021	89
	Interim Condensed Consolidated Statements of Cash Flows (unaudited) for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~ 2021	910
	Notes to the Interim Condensed Consolidated Financial Statements	1011
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	47
Item 3	Defaults Upon Senior Securities	47
Item 4	Mine Safety Disclosures	47
Item 5	Other Information	47
Item 6	Exhibits	47
SIGNATURES			48

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 belief that our IP licensing business and ~~Intirnsix~~chip design ~~services~~expertise are solid with a diverse customer base and myriad target markets;

●

~~Our belief that the IP licensing environment continues to be healthy with strong demand for our product portfolio, in particular our wireless connectivity technologies in China;~~

●

Our belief that the adoption of our wireless connectivity and smart sensing IP products beyond our incumbency in the handset baseband market continues to progress, and the concluded agreements for our connectivity and sensing products during the recent period illustrates the industry demand for our diverse IP portfolio;

●

Our belief that our PentaG platform for 5G handsets and ~~5Gcellular~~5G Broadband IoT endpoints is the most comprehensive baseband processor IP in the industry today and provides newcomers and incumbents with a ~~low entry barrier~~comprehensive solution to address the need for ~~power~~ 5G processing for smartphones, fixed wireless and a range of connected devices such as robots, cars, smart cities and other devices for industrial applications;

●

Our belief that our specialization and technological edge in signal processing platforms for 5G RAN put us in a strong position to capitalize on the growing 5G RAN across its new form factors, as well as small cells and private networks;

●

Our belief that the growing market for TWS ear buds and smartwatches, and AR and VR headsets and other ~~voice~~wearable assisted devices, offers an incremental growth segment for ~~us;~~us;

●

Our belief that our SensPro™ scalable DSP architecture strengthens our market positions and enables us to expand our content in smartphones, drones, consumer cameras, surveillance, automotive ADAS, voice-enabled devices and industrial IoT applications;

●

Our belief that our unique capability to combine our Bluetooth IP, audio DSP IP and software for ~~voice, sound and motion sensing products~~contextual aware user experience puts us in a strong position to capitalize on the fast-growing True Wireless Stereo (TWS) markets of earbuds, smartwatches, hearing aids, device speakers, PCs, and more;

●

Our belief that the market opportunity for Edge AI ~~at the edge is on top of our existing product lines and~~ represents new IP licensing and royalty drivers for the company in the coming years;

●

~~Per research from Yole Développement,~~Statements regarding third-party estimates of industry growth and future market conditions, including the expectation that camera-enabled devices incorporating computer vision and AI ~~are expected to~~will exceed 1 billion units and devices incorporating voice AI ~~are expected to~~will reach 600 million units by 2025;

●

Our belief that the Hillcrest Labs sensor fusion business unit allows us to address an important technology piece used in personal computers, robotics, TWS earbuds, smart TVs and many other smart sensing IP products;

●

Our belief that our Bluetooth, Wi-Fi, UWB, ~~NB-IoT~~cellular IoT and 5G IPs allow us to expand further into IoT applications and substantially increase our value-add and overall addressable market, which is expected to be more than 915 billion devices annually by ~~2022~~2026 based on ABI ~~Research and Ericsson Mobility Reports;~~Research;

●

Our beliefs regarding the impact of the Intrinsix acquisition, including it providing new growth vectors, new market reach and a broader revenue base, it allowing us to expand into the lucrative aerospace and defense market, and our ability to offer customers ~~integrated IP~~co-creation solutions that combine ~~CEVA’s standard, off-the-shelf~~the CEVA IP ~~together with~~portfolio and Intrinsix’s ~~NRE~~broad chip design ~~capabilities in RF, mixed-signal, security, high complexity digital design, chiplets and more;~~competencies;


	●	Our expectation ofthat significant growth in royalty revenues will be derived from base station and IoT applications over the next few years, ~~which will be comprised of~~including from a range of different products at different royalty ASPs, spanning from high volume Bluetooth to high value sensor fusion and base station ~~RAN, and that royalty ASP of our other products will be in between the two ranges;~~RAN;


	●	Our efforts with respect to managing demand, supply chain disruptions and shortages;


	●	Our expectations regarding competition;


	●	Our expectations with respect to future customers, contracts and revenues, including expectations regarding our customer pipeline, our expectation that a significant portion of our future revenues will continue to be generated by a limited number of customers, and that international customers will continue to account for a significant portion of our revenues for the foreseeable ~~future;~~future, that an increasing portion of our new customers and revenues will be derived from China and the remainder of the APAC region and that we will experience another growth year in royalty revenues;


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


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


	●	Our expectations regarding the impact of COVID-19 and the Russian military action against Ukraine on our business, operations, customers and the ~~economy; and~~

	●	Our beliefs about future exchange rates, including our expectation that based on trends to date, in 2021 we will have additional exchange rate expenses as compared to 2020 in the event of the ongoing devaluation of the U.S. dollar compared to the Shekel and Euro.economy.

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

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

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

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

	September 30, 2021			December 31, 2020			June 30, 2022			December 31, 2021
	Unaudited						Unaudited
ASSETS
Current assets:
Cash and cash equivalents	$	34,278		$	21,143		$	19,289		$	33,153
Short-term bank deposits		36,806			20,233			15,787			31,410
Marketable securities		74,149			88,754			102,972			90,298
Trade receivables (net of allowance for credit losses of $352 and $300 as of September 30, 2021 and December 31, 2020, respectively)		26,581			31,224
Trade receivables (net of allowance for credit losses of $288 as of June 30, 2022 and December 31, 2021)								27,962			27,449
Prepaid expenses and other current assets		8,371			6,205			7,562			6,670
Total current assets		180,185			167,559			173,572			188,980
Long-term assets:
Bank deposits		0			29,529			8,052			0
Severance pay fund		10,067			10,535			8,604			10,175
Deferred tax assets, net		14,618			10,826			20,629			15,850
Property and equipment, net		6,840			7,586			7,610			6,765
Operating lease right-of-use assets		9,754			9,052			7,767			8,827
Goodwill		75,506			51,070			74,777			74,777
Intangible assets, net		13,834			10,836			12,272			14,607
Investments in non-marketable equity securities		936			936
Investments in marketable equity securities								1,103			2,919
Other long-term assets		5,971			9,023			5,021			5,759
Total long-term assets		137,526			139,393			145,835			139,679
Total assets	$	317,711		$	306,952		$	319,407		$	328,659

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	1,781		$	894		$	2,241		$	1,464
Deferred revenues		6,217			2,434			4,546			8,661
Accrued expenses and other payables		4,375			3,843			5,400			4,030
Accrued payroll and related benefits		14,944			18,040			16,713			18,011
Operating lease liabilities		3,321			2,969			2,689			3,274
Total current liabilities		30,638			28,180			31,589			35,440
Long-term liabilities:
Accrued severance pay		10,434			11,226			9,182			10,551
Operating lease liabilities		5,981			5,772			4,329			5,130
Other accrued liabilities		916			885			592			806
Total long-term liabilities		17,331			17,883			14,103			16,487
Stockholders’ equity:
Preferred Stock: $0.001 par value: 5,000,000 shares authorized; none issued and outstanding		0			0
Common Stock: $0.001 par value: 45,000,000 shares authorized; 23,595,160 shares issued at September 30, 2021 (unaudited) and December 31, 2020. 22,968,554 and 22,260,917 shares outstanding at September 30, 2021 (unaudited) and December 31, 2020, respectively		23			22
Preferred Stock:
$0.001 par value: 5,000,000 shares authorized; none issued and outstanding								0			0
Common Stock:
$0.001 par value: 45,000,000 shares authorized; 23,595,160 shares issued at June 30, 2022 and December 31, 2021. 23,137,757 and 22,984,552 shares outstanding at June 30, 2022 and December 31, 2021, respectively								23			23
Additional paid in-capital		232,149			233,172			237,379			235,386
Treasury stock at cost (626,606 and 1,334,243 shares of common stock at September 30, 2021 (unaudited) and December 31, 2020, respectively)		(14,151	)		(30,133	)
Accumulated other comprehensive income		64			478
Treasury stock at cost (457,403 and 610,608 shares of common stock at June 30, 2022 and December 31, 2021, respectively)								(11,691	)		(13,790	)
Accumulated other comprehensive loss								(4,525	)		(372	)
Retained earnings		51,657			57,350			52,529			55,485
Total stockholders’ equity		269,742			260,889			273,715			276,732
Total liabilities and stockholders’ equity	$	317,711		$	306,952		$	319,407		$	328,659

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

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

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

	Nine months ended						Three months ended						Six months ended						Three months ended
	September 30,						September 30,						June 30,						June 30,
	2021			2020			2021			2020			2022			2021			2022			2021
Revenues:
Licensing, NRE and related revenue	$	51,500		$	40,445		$	21,568		$	12,420		$	44,516		$	29,932		$	22,123		$	15,535
Royalties		37,149			31,736			11,222			12,540			23,070			25,927			11,072			14,922
Total revenues		88,649			72,181			32,790			24,960			67,586			55,859			33,195			30,457
Cost of revenues		10,904			8,259			4,830			2,503			13,229			6,074			6,825			3,693
Gross profit		77,745			63,922			27,960			22,457			54,357			49,785			26,370			26,764
Operating expenses:
Research and development, net		53,810			45,695			18,760			15,603			39,748			35,050			19,538			17,457
Sales and marketing		9,357			8,772			3,162			2,711			5,646			6,195			2,723			2,893
General and administrative		10,534			10,893			3,495			3,566			7,271			7,039			3,635			4,159
Amortization of intangible assets		2,092			1,732			849			575			1,500			1,243			750			667
Total operating expenses		75,793			67,092			26,266			22,455			54,165			49,527			26,646			25,176
Operating income (loss)		1,952			(3,170	)		1,694			2			192			258			(276	)		1,588
Financial income (loss), net		345			2,689			(47	)		1,020
Financial income, net														695			392			413			356
Remeasurement of marketable equity securities														(1,816	)		0			(685	)		0
Income (loss) before taxes on income		2,297			(481	)		1,647			1,022			(929	)		650			(548	)		1,944
Income tax expense		5,779			2,533			1,814			1,761			1,890			3,965			575			1,629
Net loss	$	(3,482	)	$	(3,014	)	$	(167	)	$	(739	)
Net income (loss)													$	(2,819	)	$	(3,315	)	$	(1,123	)	$	315

Basic net loss per share	$	(0.15	)	$	(0.14	)	$	(0.01	)	$	(0.03	)
Diluted net loss per share	$	(0.15	)	$	(0.14	)	$	(0.01	)	$	(0.03	)

Weighted-average shares used to compute net loss per share (in thousands):
Basic net income (loss) per share													$	(0.12	)	$	(0.15	)	$	(0.05	)	$	0.01
Diluted net income (loss) per share													$	(0.12	)	$	(0.15	)	$	(0.05	)	$	0.01


Weighted-average shares used to compute net income (loss) per share (in thousands):
Basic		22,766			22,059			22,925			22,163			23,139			22,685			23,174			22,823
Diluted		22,766			22,059			22,925			22,163			23,139			22,685			23,174			23,140

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

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

U.S. dollars in thousands

	Nine months ended						Three months ended						Six months ended						Three months ended
	September 30,						September 30,						June 30,						June 30,
	2021			2020			2021			2020			2022			2021			2022			2021

Net loss:	$	(3,482	)	$	(3,014	)	$	(167	)	$	(739	)
Net income (loss):													$	(2,819	)	$	(3,315	)	$	(1,123	)	$	315
Other comprehensive income (loss) before tax:
Available-for-sale securities:
Changes in unrealized gains (losses)		(513	)		349			(229	)		165			(4,632	)		(284	)		(1,793	)		173
Reclassification adjustments for (gains) losses included in net loss		(13	)		15			2			0
Reclassification adjustments for (gains) losses included in net income (loss)														21			(15	)		21			(15	)
Net change		(526	)		364			(227	)		165			(4,611	)		(299	)		(1,772	)		158
Cash flow hedges:
Changes in unrealized gains (losses)		65			484			29			127			(1,400	)		36			(1,402	)		86
Reclassification adjustments for gains included in net loss		(65	)		(514	)		(29	)		(352	)
Reclassification adjustments for (gains) losses included in net income (loss)														742			(36	)		632			(58	)
Net change		0			(30	)		0			(225	)		(658	)		0			(770	)		28
Other comprehensive income (loss) before tax		(526	)		334			(227	)		(60	)		(5,269	)		(299	)		(2,542	)		186
Income tax expense (benefit) related to components of other comprehensive income (loss)		(112	)		67			(52	)		12			(1,116	)		(60	)		(455	)		40
Other comprehensive income (loss), net of taxes		(414	)		267			(175	)		(72	)		(4,153	)		(239	)		(2,087	)		146
Comprehensive loss	$	(3,896	)	$	(2,747	)	$	(342	)	$	(811	)
Comprehensive income (loss)													$	(6,972	)	$	(3,554	)	$	(3,210	)	$	461

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

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

U.S. dollars in thousands, except share data

Common stock
Accumulated
Nine months ended September 30, 2021

Number of
shares
outstanding

Amount
Additional
paid-in
capital
Treasury
stock

other
comprehensive
income (loss)
Retained
earnings Total
stockholders’
equity
Balance as of January 1, 2021
22,260,917 $ 22 $ 233,172 $ (30,133 ) $ 478 $ 57,350 $ 260,889
Net loss
— — — — — (3,482 ) (3,482 )
Other comprehensive loss
— — — — (414 ) — (414 )
Equity-based compensation
— — 9,507 — — — 9,507
Issuance of treasury stock upon exercise of stock-based awards
707,637 1 (10,530 ) 15,982 — (2,211 ) 3,242
Balance as of September 30, 2021
22,968,554 $ 23 $ 232,149 $ (14,151 ) $ 64 $ 51,657 $ 269,742

Common stock
Accumulated
Three months ended September 30, 2021

Number of
shares
outstanding

Amount
Additional
paid-in
capital
Treasury
stock

other
comprehensive
income (loss)
Retained
earnings Total
stockholders’
equity
Balance as of July 1, 2021
22,833,120 $ 23 $ 230,083 $ (17,210 ) $ 239 $ 51,881 $ 265,016
Net loss
— — — — — (167 ) (167 )
Other comprehensive loss
— — — — (175 ) — (175 )
Equity-based compensation
— — 3,403 — — — 3,403
Issuance of treasury stock upon exercise of stock-based awards
135,434 0 (*) (1,337 ) 3,059 — (57 ) 1,665
Balance as of September 30, 2021
22,968,554 $ 23 $ 232,149 $ (14,151 ) $ 64 $ 51,657 $ 269,742

Common stock
Accumulated
Nine months ended September 30, 2020

Number of
shares
outstanding

Amount
Additional
paid-in
capital
Treasury
stock

other
comprehensive
income (loss)
Retained
earnings Total
stockholders’
equity
Balance as of January 1, 2020
21,839,369 $ 22 $ 228,005 $ (39,390 ) $ 94 $ 62,426 $ 251,157
Net loss
— — — — — (3,014 ) (3,014 )
Other comprehensive income
— — — — 267 — 267
Equity-based compensation
— — 10,070 — — — 10,070
Purchase of treasury stock
(202,392 ) — — (4,780 ) — — (4,780 )
Issuance of treasury stock upon exercise of stock-based awards
596,466 0 (*) (8,043 ) 13,416 — (2,502 ) 2,871
Balance as of September 30, 2020
22,233,443 $ 22 $ 230,032 $ (30,754 ) $ 361 $ 56,910 $ 256,571

	Common stock											Accumulated									Common stock											Accumulated
Three months ended September 30, 2020	Number of shares outstanding		Amount			Additional paid-in capital			Treasury stock			other comprehensive income (loss)			Retained earnings			Total stockholders’ equity
Balance as of July 1, 2020		22,036,712	$	22		$	228,494		$	(35,197	)	$	433		$	58,629		$	252,381
																					Number of					Additional						other						Total
																					shares					paid-in			Treasury			comprehensive			Retained			stockholders’
Six months ended June 30, 2022																					outstanding			Amount		capital			stock			income (loss)			earnings			equity
Balance as of January 1, 2022																						22,984,552		$	23	$	235,386		$	(13,790	)	$	(372	)	$	55,485		$	276,732
Net loss		—		—			—			—			—			(739	)		(739	)		—			0		0			0			0			(2,819	)		(2,819	)
Other comprehensive loss		—		—			—			—			(72	)		—			(72	)		—			0		0			0			(4,153	)		0			(4,153	)
Equity-based compensation		—		—			3,546			—			—			—			3,546			—			0		6,692			0			0			0			6,692
Purchase of treasury stock																						(136,091	)		0		0			(4,457	)		0			0			(4,457	)
Issuance of treasury stock upon exercise of stock-based awards		196,731		0	(*)		(2,008	)		4,443			—			(980	)		1,455			289,296			0		(4,699	)		6,556			0			(137	)		1,720
Balance as of September 30, 2020		22,233,443	$	22		$	230,032		$	(30,754	)	$	361		$	56,910		$	256,571
Balance as of June 30, 2022																						23,137,757		$	23	$	237,379		$	(11,691	)	$	(4,525	)	$	52,529		$	273,715

~~(*) Amount less than $1.~~

	Common stock											Accumulated
	Number of					Additional						other						Total
	shares					paid-in			Treasury			comprehensive			Retained			stockholders’
Three months ended June 30, 2022	outstanding			Amount		capital			stock			income (loss)			earnings			equity
Balance as of April 1, 2022		23,204,274		$	23	$	235,563		$	(8,828	)	$	(2,438	)	$	53,759		$	278,079
Net loss		—			0		0			0			0			(1,123	)		(1,123	)
Other comprehensive loss		—			0		0			0			(2,087	)		0			(2,087	)
Equity-based compensation		—			0		3,303			0			0			0			3,303
Purchase of treasury stock		(136,091	)		0		0			(4,457	)		0			0			(4,457	)
Issuance of treasury stock upon exercise of stock-based awards		69,574			0		(1,487	)		1,594			0			(107	)		0
Balance as of June 30, 2022		23,137,757		$	23	$	237,379		$	(11,691	)	$	(4,525	)	$	52,529		$	273,715

	Common stock										Accumulated
	Number of				Additional						other						Total
	shares				paid-in			Treasury			comprehensive			Retained			stockholders’
Six months ended June 30, 2021	outstanding		Amount		capital			stock			income (loss)			earnings			equity
Balance as of January 1, 2021		22,260,917	$	22	$	233,172		$	(30,133	)	$	478		$	57,350		$	260,889
Net loss		—		0		0			0			0			(3,315	)		(3,315	)
Other comprehensive loss		—		0		0			0			(239	)		0			(239	)
Equity-based compensation		—		0		6,104			0			0			0			6,104
Issuance of treasury stock upon exercise of stock-based awards		572,203		1		(9,193	)		12,923			0			(2,154	)		1,577
Balance as of June 30, 2021		22,833,120	$	23	$	230,083		$	(17,210	)	$	239		$	51,881		$	265,016

	Common stock											Accumulated
	Number of					Additional						other					Total
	shares					paid-in			Treasury			comprehensive		Retained			stockholders’
Three months ended June 30, 2021	outstanding		Amount			capital			stock			income		earnings			equity
Balance as of April 1, 2021		22,811,090	$	23		$	227,671		$	(17,708	)	$	93	$	51,570		$	261,649
Net income		—		0			0			0			0		315			315
Other comprehensive income		—		0			0			0			146		0			146
Equity-based compensation		—		0			2,906			0			0		0			2,906
Issuance of treasury stock upon exercise of stock-based awards		22,030		0	(*)		(494	)		498			0		(4	)		0
Balance as of June 30, 2021		22,833,120	$	23		$	230,083		$	(17,210	)	$	239	$	51,881		$	265,016

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

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

U.S. dollars in thousands

	Nine months ended September 30,						Six months ended June 30,
	2021			2020			2022			2021
Cash flows from operating activities:
Net loss	$	(3,482	)	$	(3,014	)	$	(2,819	)	$	(3,315	)
Adjustments required to reconcile net loss to net cash provided by operating activities:
Depreciation		2,417			2,398			1,594			1,636
Amortization of intangible assets		2,302			1,943			2,335			1,383
Equity-based compensation		9,507			10,070			6,692			6,104
Realized loss (gain), net on sale of available-for-sale marketable securities		(13	)		15			21			(15	)
Amortization of premiums on available-for-sale marketable securities		319			309			232			233
Unrealized foreign exchange (gain) loss		693			(532	)
Unrealized foreign exchange loss								148			371
Remeasurement of marketable equity securities								1,816			0
Changes in operating assets and liabilities:
Trade receivables		6,595			(672	)		(516	)		6,479
Prepaid expenses and other assets		1,873			(947	)		(1,124	)		566
Operating lease right-of-use assets		(702	)		242			1,060			841
Accrued interest on bank deposits		(14	)		758			124			82
Deferred tax, net		(3,551	)		(1,779	)		(3,663	)		(2,205	)
Trade payables		725			100			460			971
Deferred revenues		2,609			(865	)		(4,115	)		774
Accrued expenses and other payables		(990	)		(43	)		747			(188	)
Accrued payroll and related benefits		(3,608	)		287			(490	)		(4,127	)
Operating lease liability		691			(202	)		(1,062	)		(875	)
Income taxes payable		(218	)		247
Accrued severance pay, net		(317	)		25			271			(284	)
Net cash provided by operating activities		14,836			8,340			1,711			8,431

Cash flows from investing activities:
Acquisition of subsidiary, net of cash acquired (see Note 3)		(29,891	)		0
Acquisition of business		0			(204	)
Acquisition of subsidiary, net of cash acquired								0			(30,364	)
Purchase of property and equipment		(1,506	)		(2,541	)		(2,103	)		(1,260	)
Investment in bank deposits		(1,500	)		(20,393	)		(12,000	)		0
Proceeds from bank deposits		14,489			29,393			19,385			14,489
Investment in available-for-sale marketable securities		(19,855	)		(41,887	)		(27,260	)		(14,445	)
Proceeds from maturity of available-for-sale marketable securities		23,593			17,192			6,796			17,323
Proceeds from sale of available-for-sale marketable securities		10,035			11,096			2,926			10,035
Net cash used in investing activities		(4,635	)		(7,344	)		(12,256	)		(4,222	)

Cash flows from financing activities:
Purchase of treasury stock		0			(4,780	)		(4,457	)		0
Proceeds from exercise of stock-based awards		3,242			2,871			1,720			1,577
Net cash provided by (used in) financing activities		3,242			(1,909	)		(2,737	)		1,577
Effect of exchange rate changes on cash and cash equivalents		(308	)		177			(582	)		(223	)
Increase (decrease) in cash and cash equivalents		13,135			(736	)		(13,864	)		5,563
Cash and cash equivalents at the beginning of the period		21,143			22,803			33,153			21,143
Cash and cash equivalents at the end of the period	$	34,278		$	22,067		$	19,289		$	26,706

Supplemental information of cash-flow activities:
Cash paid during the period for:
Income and withholding taxes	$	6,682		$	4,048		$	4,977		$	4,711
Non-cash transactions:
Property and equipment purchases incurred but unpaid at period end	$	54		$	62		$	336		$	100
Right-of-use assets obtained in the exchange for operating lease liabilities	$	2,867		$	1,253		$	444		$	578

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

910

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

- CONTINUED

(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 and integrated solutions in~~ ~~two~~ ~~types of categories:~~ wireless connectivity and smart ~~sensing.~~sensing technologies and co-creation solutions. The Company’s offerings include Digital Signal Processors, AI processors, wireless hardware platforms, security hardware and the related software algorithms including AI for motion sensors, computer vision, voice input and audio, all of which are key enabling technologies for a smarter, more secured and more connected world. These ~~products include comprehensive platforms comprised of specialized DSPs coupled~~technologies are offered in combination with ~~an AI~~Intrinsix IP integration services, helping customers address their most complex and ~~other types of accelerators targeted for low power workloads, including~~time-critical integrated circuit design projects. CEVA’s DSP-based solutions address the technology requirements of: 5G baseband processing ~~intelligent~~for mobile, broadband, cellular IoT and Radio Access Network (RAN); computer vision ~~voice recognition, physical layer processing~~for any camera, 4D and LIDAR-enabled device; audio/voice/sound; and ultra-low-power always-on/sensing applications for wearables, hearables and multiple IoT markets. For motion sensors and sensor ~~fusion. CEVA also offers high performance DSPs targeted for~~ 5G RAN and Open RAN, Wi-Fi enterprise and residential access points, satellite communication and other multi-gigabit communications. Our portfolio also includes a wide range of application software optimized for our processors, including voice front-end processing and speech recognition, imaging and computer vision and sensor fusion. For sensor fusion, ~~our~~the Hillcrest Labs sensor processing technologies provide a broad range of ~~sensor fusion~~ software and inertial measurement unit (“IMU”) solutions for markets including hearables, wearables, AR/VR, PC, robotics, remote controls and IoT. For wireless IoT, the ~~Company offers the industry’s most widely adopted IPs~~Rivierawaves platforms for Bluetooth (low energy and dual mode), Wi-Fi 4/5/66/6E (802.11n/ac/ax) ~~and NB-IoT.~~, Ultra-wideband (UWB) are the most broadly licensed connectivity platforms in the industry.

CEVA’s ~~recently acquired~~ Intrinsix Corp. (“Intrinsix”) business expands its market reach to the aerospace and defense markets ~~which the Company believes will allow~~and allows it to offer ~~integrated IP~~co-creation solutions that combine CEVA’s standardized, off-the-shelf IP together with Intrinsix’s non-recurring engineering (“NRE”) design capabilities and IP in RF, mixed-signal, security, high complexity digital design, chiplets and more.

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

CEVA is a sustainability and environmentally conscious company, adhering to its Code of Business Conduct and Ethics. As such, it emphasizes and focuses on environmental preservation, recycling, the welfare of its employees and privacy – all of which it promotes on a corporate level. CEVA is committed to social responsibility, values of preservation and consciousness towards these purposes.

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 ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022, are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021.~~2022. For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form ~~10K~~10-K for the year ended December 31, ~~2020.~~2021.

The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, ~~2020,~~2021, contained in the Company’s Annual Report on Form ~~10K~~10-K filed with the Securities and Exchange Commission on March 1, ~~2021,~~2022, have been applied consistently in these unaudited interim condensed consolidated financial statements.

Accounting Standards Recently Adopted ~~Accounting Pronouncements~~by the Company

In ~~December 2019,~~October 2021, the ~~Financial Accounting Standards Board (“FASB”)~~FASB issued ~~Accounting Standard Update~~ASU No. ~~2019~~2021-~~12,~~08, ~~Income Taxes~~Business Combinations (Topic ~~740~~805): ~~Simplifying the~~ Accounting for ~~Income Taxes~~Contract Assets and Contract Liabilities from Contracts with Customers (ASU ~~2019~~2021-1208), which ~~simplifies the accounting for income taxes.~~clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606). ASU ~~2019~~No.2021-1208 is effective for ~~annual reporting periods, and interim periods within those years,~~fiscal year beginning after December 15, ~~2020.~~2022, and interim periods therein for public business entities, with early adoption permitted. The Company early adopted the new guidance effective January 1, 2022. The adoption ~~by the Company~~ of ~~the new guidance~~this standard did not have a ~~material~~significant impact on ~~its~~the Company’s interim condensed consolidated financial statements.

1011

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

Accounting Standards Recently Issued, Not Yet Adopted by the Company

In June 2022, the FASB issued ASU No.2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, which clarifies the guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The guidance is effective for annual periods beginning after December 15, 2023, with early adoption permitted. The adoption of this standard is not expected to result in a significant impact on the Company’s interim condensed consolidated financial statements.

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 financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The ~~novel~~ coronavirus disease 2019 (“COVID-19”) pandemic has created, and may continue to create, significant uncertainty in macroeconomic conditions, and the extent of its impact on the Company’s operational and financial performance will depend on certain developments, including the duration and spread of the outbreak and the impact on the Company’s customers and its sales cycles. Further, other global events such as the Russian military action against Ukraine could have an impact on the Company’s business. The Company has considered the impact of COVID-19 and other global events on ~~the~~its estimates and assumptions and determined that there were no material adverse impacts on the interim condensed consolidated financial statements for the ~~period~~three and six months ended ~~September~~June 30, ~~2021.~~2022. As events continue to evolve and additional information becomes available, the Company’s estimates and assumptions may change materially in future periods.

NOTE 3: ~~ACQUISITION OF INTRINSIX~~

On ~~May 31, 2021 (~~the “closing date”), the Company acquired 100% of the equity shares of Intrinsix Corp. (“Intrinsix”), a leading chip design specialist. The Company acquired Intrinsix pursuant to the Agreement and Plan of Merger, made and entered into on ~~May 9, 2021 (~~the “Merger Agreement”), by and among the Company, Northstar Merger Sub, Inc., Intrinsix and Shareholder Representative Services LLC, for $33,096 in cash (“the Merger Consideration”), with $26,704 paid at closing, $4,260 delivered to escrow to satisfy indemnification claims, if any, and $2,605 payable to certain Intrinsix executives held back as described below (the “Holdback Merger Consideration”), and after giving effect to post-closing adjustments resulting in a $473 repayment to the Company during the ~~third~~ ~~quarter of~~ ~~2021.~~ As part of the Merger Agreement, the Company entered into agreements with the Chief Executive Officer and the Chief Technology Officer of Intrinsix pursuant to which the Holdback Merger Consideration, representing 25% of the Merger Consideration payable to each of them in respect of their equity in Intrinsix, is being held back and, subject to their respective continued employment with the Company, released to them over a period of ~~twenty-four~~ (24~~) months after closing of the acquisition.~~

~~In addition, the Company incurred acquisition-related costs in an amount of $57 and $953, which were included in general and administrative expenses for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months, respectively, ended~~ ~~September 30, 2021.~~

~~The acquisition has been accounted in accordance with FASB Accounting Standards Codification (“ASC”)~~ ~~No.~~~~805,~~ “Business Combinations.” Under the acquisition method of accounting, the total purchase price is allocated to the net tangible and intangible assets of Intrinsix acquired in the acquisition, based on their fair values on the closing date. The estimated fair values are preliminary and based on information that was available as of the closing date. The Company believes that the information provides a reasonable basis for estimating the fair values, but the Company is waiting for additional information necessary to finalize these amounts, particularly with respect to the estimated fair value of intangible assets. Thus, the preliminary measurements of fair value reflected are subject to change. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but no ~~later than~~ ~~one~~ ~~year from the closing date.~~

The results of operations of the combined business, including the acquired business, have been included in the condensed consolidated financial statements as of the closing date. The primary rationale for this acquisition was (1~~) extending the Company’s market reach into the sustainable and sizeable aerospace and defense space, (~~2) increasing the Company’s content in customers’ designs and accordingly increasing the license and royalty revenue opportunity by offering turnkey IP platforms that can combine the Company’s off-the-shelf connectivity and smart sensing IP with Intrinsix’s NRE design capabilities and IP in RF, mixed-signal, security, high complexity digital design, chiplets and more, and (3) expanding the Company’s IP portfolio with secure processor IP for IoT devices and Heterogeneous SoC interface IP for the growing adoption of chiplets, which offer a faster and less expensive alternative to the high R&D costs and complexities associated with monolithic IC developments. A significant portion of the acquisition price was recorded as goodwill due to the synergies with Intrinsix.

~~NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(in thousands, except share data)~~

~~The preliminary purchase price allocation for the acquisition has been determined as follows:~~

Net assets (including cash in the amount of $600)
$ 755
Intangible assets
5,300
Goodwill
24,436
Total assets
$ 30,491

~~The estimated fair value and weighted average estimated useful life of the acquired intangible assets are as follows:~~

Identifiable Intangible Assets

Estimated Fair
Value

Weighted-Average
Estimated Useful
Life in Years

Customer relationships
$ 4,820 5.5
Customer backlog
262 1.5
Patents
218 5.0
Total identifiable intangible assets
$ 5,300

~~The following unaudited pro forma financial information presents combined results of operations for the periods presented, as if the Company had completed the acquisition on~~ ~~January 1, 2020.~~ The unaudited pro forma financial information has been calculated after adjusting the Company’s results and those of Intrinsix, including: (i) Holdback Merger Consideration costs; (ii) amortization expense from acquired intangible assets; and (iii) interest income and unrealized gains on equity securities included in the statement of income of Intrinsix, which were specifically excluded from the acquisition of Intrinsix, and the respective income tax effects of such adjustments. The unaudited pro forma financial information presented below is ~~not~~ necessarily indicative of consolidated results of operations of the combined business had the acquisition occurred at the beginning of the respective fiscal years, nor is it necessarily indicative of future results of operations of the combined company.

~~NOTE~~ 4: REVENUE RECOGNITION

Under ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), an entity recognizes revenue when or as it satisfies a performance obligation by transferring intellectual property (“IP”) licenses 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 when the customer accepts control of the IP. The Company recognizes revenue over time on NRE services or on significant license customization contracts that are in the scope of ASC 606 by using cost inputs to measure progress toward completion of its performance obligations.

~~NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(in thousands, except share data)~~

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

Remainder of 2021

2022

2023

License and related revenues
$ 13,849 $ 9,405 $ 2,207

		Remainder of 2022				2023				2024
Licensing, NRE and related revenues		$	11,679			$	4,714			$	1,490

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):~~recognition:

Nine months ended September 30, 2021
(unaudited)

Three months ended September 30, 2021
(unaudited)

Licensing, NRE
and related
revenues

Royalties

Total

Licensing, NRE
and related
revenues

Royalties

Total

Primary geographical markets

United States
$ 11,602 $ 7,688 $ 19,290 $ 6,308 $ 2,484 $ 8,792
Europe and Middle East
1,430 2,005 3,435 597 833 1,430
Asia Pacific
38,458 27,456 65,914 14,653 7,905 22,558
Other
10 — 10 10 — 10
Total
$ 51,500 $ 37,149 $ 88,649 $ 21,568 $ 11,222 $ 32,790

Major product/service lines

Connectivity products (baseband for handset and other devices, Bluetooth, Wi-Fi, NB-IoT and SATA/SAS)
$ 38,886 $ 27,692 $ 66,578 $ 16,368 $ 7,500 $ 23,868
Smart sensing products (AI, sensor fusion, audio/sound and imaging and vision)
12,614 9,457 22,071 5,200 3,722 8,922
Total
$ 51,500 $ 37,149 $ 88,649 $ 21,568 $ 11,222 $ 32,790

Timing of revenue recognition

Products transferred at a point in time
$ 38,458 $ 37,149 $ 75,607 $ 14,406 $ 11,222 $ 25,628
Products and services transferred over time
13,042 — 13,042 7,162 — 7,162
Total
$ 51,500 $ 37,149 $ 88,649 $ 21,568 $ 11,222 $ 32,790

	Nine months ended September 30, 2020 (unaudited)						Three months ended September 30, 2020 (unaudited)						Six months ended June 30, 2022 (unaudited)						Three months ended June 30, 2022 (unaudited)
	Licensing and related revenues		Royalties		Total		Licensing and elated revenues		Royalties		Total		Licensing, NRE and related revenues		Royalties		Total		Licensing, NRE and related revenues		Royalties		Total
Primary geographical markets
United States	$	5,784	$	7,970	$	13,754	$	1,035	$	2,044	$	3,079	$	9,637	$	4,100	$	13,737	$	5,162	$	1,829	$	6,991
Europe and Middle East		4,980		5,037		10,017		347		478		825		2,534		1,340		3,874		2,097		675		2,772
Asia Pacific		29,681		18,729		48,410		11,038		10,018		21,056		32,345		17,630		49,975		14,864		8,568		23,432
Total	$	40,445	$	31,736	$	72,181	$	12,420	$	12,540	$	24,960	$	44,516	$	23,070	$	67,586	$	22,123	$	11,072	$	33,195

Major product/service lines
Connectivity products (baseband for handset and other devices, Bluetooth, Wi-Fi, NB-IoT and SATA/SAS)	$	31,679	$	25,037	$	56,716	$	8,821	$	9,752	$	18,573	$	32,810	$	17,262	$	50,072	$	15,995	$	8,200	$	24,195
Smart sensing products (AI, sensor fusion, audio/sound and imaging and vision)		8,766		6,699		15,465		3,599		2,788		6,387		11,706		5,808		17,514		6,128		2,872		9,000
Total	$	40,445	$	31,736	$	72,181	$	12,420	$	12,540	$	24,960	$	44,516	$	23,070	$	67,586	$	22,123	$	11,072	$	33,195

Timing of revenue recognition
Products transferred at a point in time	$	30,405	$	31,736	$	62,141	$	9,099	$	12,540	$	21,639	$	30,776	$	23,070	$	53,846	$	14,844	$	11,072	$	25,916
Products and services transferred over time		10,040		—		10,040		3,321		—		3,321		13,740		—		13,740		7,279		—		7,279
Total	$	40,445	$	31,736	$	72,181	$	12,420	$	12,540	$	24,960	$	44,516	$	23,070	$	67,586	$	22,123	$	11,072	$	33,195

1312

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

	Six months ended June 30, 2021 (unaudited)						Three months ended June 30, 2021 (unaudited)
	Licensing, NRE and related revenues		Royalties		Total		Licensing, NRE and related revenues		Royalties		Total
Primary geographical markets
United States	$	5,294	$	5,204	$	10,498	$	4,722	$	1,826	$	6,548
Europe and Middle East		833		1,172		2,005		410		496		906
Asia Pacific		23,805		19,551		43,356		10,403		12,600		23,003
Total	$	29,932	$	25,927	$	55,859	$	15,535	$	14,922	$	30,457

Major product/service lines
Connectivity products (baseband for handset and other devices, Bluetooth, Wi-Fi, NB-IoT and SATA/SAS)	$	22,518	$	20,192	$	42,710	$	9,713	$	12,087	$	21,800
Smart sensing products (AI, sensor fusion, audio/sound and imaging and vision)		7,414		5,735		13,149		5,822		2,835		8,657
Total	$	29,932	$	25,927	$	55,859	$	15,535	$	14,922	$	30,457

Timing of revenue recognition
Products transferred at a point in time	$	24,052	$	25,927	$	49,979	$	12,064	$	14,922	$	26,986
Products and services transferred over time		5,880		0		5,880		3,471		0		3,471
Total	$	29,932	$	25,927	$	55,859	$	15,535	$	14,922	$	30,457

Contract balances:

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

	September 30, 2021 (unaudited)		December 31, 2020		June 30, 2022 (unaudited)		December 31, 2021

Trade receivables	$	15,269	$	14,765	$	16,013	$	14,644
Unbilled receivables (associated with licensing, NRE and related revenue)		2,123		5,479		2,143		1,833
Unbilled receivables (associated with royalties)		9,189		10,980		9,806		10,972
Deferred revenues (short-term contract liabilities)		6,217		2,434		4,546		8,661

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

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, NRE 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 ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company recognized ~~$374~~$3,812 and ~~$2,146,~~$7,631, respectively, that was included in deferred revenues (short-term contract liability) balance at January 1, ~~2021.~~2022.

NOTE 5:4: LEASES

The Company leases substantially all of its office space and vehicles under operating leases. The Company's leases have original lease periods expiring between ~~2022~~2023 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.~~certain. Lease payments included in the measurement of the lease liability comprise the following: the fixed non-cancelable lease payments, payments for optional renewal periods where it is reasonably certain the renewal period will be exercised, and payments for early termination options unless it is reasonably certain the lease will not be terminated early.

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

~~September~~June 30, ~~2021~~2022

(Unaudited)

Weighted average remaining lease term (years)

~~5.07~~4.98

Weighted average discount rates

~~1.98~~1.97

Total operating lease cost and cash payments for operating leases were as follows:

	Six months ended June 30,				Three months ended June 30,
	2022 (unaudited)		2021 (unaudited)		2022 (unaudited)		2021 (unaudited)

Operating lease cost	$	1,643	$	1,499	$	843	$	758
Cash payments for operating leases		1,616		1,598		786		799

Maturities of lease liabilities are as follows:

The remainder of 2022	$	1,646
2023		1,709
2024		923
2025		802
2026		742
2027 and thereafter		1,556
Total undiscounted cash flows		7,378
Less imputed interest		360
Present value of lease liabilities	$	7,018

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

~~Total operating lease cost and cash payments for operating leases were as follows:~~

~~Maturities of lease liabilities are as follows:~~

The remainder of 2021
$ 885
2022
3,284
2023
1,636
2024
798
2025
818
2026 and thereafter
2,370
Total undiscounted cash flows
9,791
Less imputed interest
489
Present value of lease liabilities
$ 9,302

NOTE 6:5: MARKETABLE SECURITIES

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

	September 30, 2021 (Unaudited)									June 30, 2022 (Unaudited)
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value		Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
Available-for-sale - matures within one year:
Corporate bonds	$	5,410	$	25	$	0		$	5,435	$	8,756	$	2	$	(23	)	$	8,735

Available-for-sale - matures after one year through five years:
Corporate bonds		68,661		466		(413	)		68,714		99,386		0		(5,149	)		94,237
Total
	$	74,071	$	491	$	(413	)	$	74,149	$	108,142	$	2	$	(5,172	)	$	102,972

	December 31, 2020									December 31, 2021
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value		Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
Available-for-sale - matures within one year:
Corporate bonds	$	12,667	$	49	$	(7	)	$	12,709	$	11,937	$	39	$	(7	)	$	11,969

Available-for-sale - matures after one year through five years:
Corporate bonds		75,483		667		(105	)		76,045		78,920		227		(818	)		78,329

Total	$	88,150	$	716	$	(112	)	$	88,754	$	90,857	$	266	$	(825	)	$	90,298

~~NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(in thousands, except share data)~~

The following table presents gross unrealized losses and fair values for those investments that were in an unrealized loss position as of ~~September~~June 30, ~~2021~~2022, and December 31, ~~2020,~~2021, 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 September 30, 2021 (unaudited)
$ 26,507 $ (339 ) $ 4,102 $ (74 )
As of December 31, 2020
$ 31,393 $ (91 ) $ 7,381 $ (21 )

	Less than 12 months					12 months or greater
	Fair value		Gross unrealized loss			Fair value		Gross unrealized loss
As of June 30, 2022 (unaudited)	$	82,144	$	(3,264	)	$	20,328	$	(1,908	)
As of December 31, 2021	$	53,412	$	(667	)	$	12,039	$	(158	)

As of ~~September~~June 30, ~~2021,~~2022, the allowance for credit losses was not material.

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

	Nine months ended September 30,						Three months ended September 30,					Six months ended June 30,						Three months ended June 30,
	2021 (unaudited)			2020 (unaudited)			2021 (unaudited)			2020 (unaudited)		2022 (unaudited)			2021 (unaudited)			2022 (unaudited)			2021 (unaudited)

Gross realized gains from sale of available-for-sale marketable securities	$	43		$	4		$	—		$	—	$	0		$	43		$	0		$	43
Gross realized losses from sale of available-for-sale marketable securities	$	(30	)	$	(19	)	$	(2	)	$	—	$	(21	)	$	(28	)	$	(21	)	$	(28	)

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

NOTE 7:6: FAIR VALUE MEASUREMENT

FASB ASC No. 820, “Fair Value Measurements and Disclosures” defines fair value, ~~and~~ 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, investment in marketable equity securities and foreign currency derivative contracts at fair value. The carrying amount of cash, cash equivalents, short-term bank deposits, trade receivables, other accounts receivable, trade payables and other accounts payables approximate fair value due to the short-term maturity of these instruments. Investment in marketable equity securities are classified within Level I as the securities are traded in an active market. Marketable securities and foreign currency derivative contracts are classified within Level II as the valuation inputs are based on quoted prices and market observable data of similar instruments.

The table below sets forth the Company’s assets 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	September 30, 2021 (unaudited)		Level I (unaudited)		Level II (unaudited)		Level III (unaudited)		June 30, 2022 (unaudited)		Level I (unaudited)		Level II (unaudited)		Level III (unaudited)
Assets:
Marketable securities:
Corporate bonds	$	74,149	$	0	$	74,149	$	0	$	102,972	$	0	$	102,972	$	0
Investments in marketable equity securities										1,103		1,103		0		0

Liabilities:
Foreign exchange contract										595		0		595		0

Description	December 31, 2021		Level I		Level II		Level III
Assets:
Marketable securities:
Corporate bonds	$	90,298		0	$	90,298		0
Foreign exchange contract		63		0		63		0
Investments in marketable equity securities		2,919		2,919		0		0

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

Description

December 31, 2020

Level I

Level II

Level III

Assets:

Marketable securities:

Corporate bonds
$ 88,754 0 $ 88,754 0

NOTE 8:7: INTANGIBLE ASSETS, NET

			Nine months ended September 30, 2021 (unaudited)						Year ended December 31, 2020							Six months ended June 30, 2022 (unaudited)						Year ended December 31, 2021
	Weighted average amortization period (years)		Gross carrying amount		Accumulated amortization		Net		Gross carrying amount		Accumulated amortization		Net		Weighted average amortization period (years)	Gross carrying amount		Accumulated amortization		Net		Gross carrying amount		Accumulated amortization		Net

Intangible assets –amortizable:

*Intangible assets related to the acquisition of Intrinsix (estimated) ()**
Intangible assets related to the acquisition of Intrinsix
Customer relationships		5.5	$	4,820	$	292	$	4,528	$	0	$	0	$	0	5.5	$	3,604	$	710	$	2,894	$	3,604	$	382	$	3,222
Customer backlog		1.5		262		58		204		0		0		0	1.5		421		304		117		421		164		257
Patents		5.0		218		15		203		0		0		0	5.0		218		47		171		218		26		192
Core technologies															3.0		3,329		1,202		2,127		3,329		647		2,682

Intangible assets related to the acquisition of Hillcrest Labs business
Customer relationships		4.4		3,518		1,913		1,605		3,518		1,262		2,256	4.4		3,518		2,564		954		3,518		2,130		1,388
Customer backlog		0.5		72		72		0		72		72		0	0.5		72		72		0		72		72		0
Core technologies		7.5		2,475		728		1,747		2,475		480		1,995
R&D Tools															7.5		2,475		975		1,500		2,475		810		1,665

Intangible assets related to an investment in Immervision
Core technologies		6.4		7,063		2,403		4,660		7,063		1,575		5,488
Intangible assets related to Immervision assets acquisition
R&D Tools															6.4		7,063		3,231		3,832		7,063		2,679		4,384

Intangible assets related to an investment in NB-IoT technologies
NB-IoT technologies (**)		7.0		1,961		1,074		887		1,961		864		1,097
NB-IoT technologies (*)															7.0		1,961		1,284		677		1,961		1,144		817

Total intangible assets			$	20,389	$	6,555	$	13,834	$	15,089	$	4,253	$	10,836		$	22,661	$	10,389	$	12,272	$	22,661	$	8,054	$	14,607

(*~~) The estimated fair values are preliminary and based on information that was available as of the closing date (see Note~~ 3).

(**) During the first quarter of 2018, the Company entered into an agreement to acquire certain NB-IoT technologies in the amount of $2,800, of which technologies valued at $600 ~~have~~has not been received. Of the $2,200, $210 has not resulted in cash outflows as of ~~September~~June 30, ~~2021.~~2022. In addition, the Company participated in programs sponsored by the Hong Kong government for the support of the above investment, and as a result, the Company received during 2019 an amount of $239 related to the NB-IoT technologies, which was reduced from the gross carrying amount of intangible assets. The Company recorded the amortization cost of the NB-IoT technologies in “cost of revenues” on the Company’s interim condensed consolidated statements of income (loss).

Future estimated annual amortization charges are as follows:

2022		2,312
2023		3,714
2024		3,013
2025		2,262
2026		956
2027 and thereafter		15
	$	12,272

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

~~Future estimated annual amortization charges are as follows:~~

2021
$ 918
2022
3,661
2023
2,826
2024
2,772
2025
2,483
2026 and thereafter
1,174
$ 13,834

NOTE 9:8: GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER DATA

a. Summary information about geographic areas:

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

Nine months ended
September 30,

Three months ended
September 30,

2021
(unaudited)

2020
(unaudited)

2021
(unaudited)

2020
(unaudited)

Revenues based on customer location:

United States
$ 19,290 $ 13,754 $ 8,792 $ 3,079
Europe and Middle East
3,435 10,017 1,430 825
Asia Pacific (1)
65,914 48,410 22,558 21,056
Other
10 0 10 0
$ 88,649 $ 72,181 $ 32,790 $ 24,960

(1) China
$ 54,489 $ 37,713 $ 18,041 $ 16,085

*) Less than ~~10%~~

	Six months ended June 30,				Three months ended June 30,
	2022 (unaudited)		2021 (unaudited)		2022 (unaudited)		2021 (unaudited)
Revenues based on customer location:
United States	$	13,737	$	10,498	$	6,991	$	6,548
Europe and Middle East		3,874		2,005		2,772		906
Asia Pacific (1)		49,975		43,356		23,432		23,003
	$	67,586	$	55,859	$	33,195	$	30,457

(1) China	$	41,572	$	36,448	$	18,601	$	19,189

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.

	Nine months ended September 30,						Three months ended September 30,						Six months ended June 30,						Three months ended June 30,
	2021 (unaudited)			2020 (unaudited)			2021 (unaudited)			2020 (unaudited)			2022 (unaudited)			2021 (unaudited)			2022 (unaudited)			2021 (unaudited)

Customer A		25	%		12	%		32	%		18	%		11	%		21	%		11	%		27	%
Customer B		*)			13	%		*)			*)			*)			10	%		*)			*)
Customer C		*)			13	%		*)			16	%

*) Less than 10%

~~NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(in thousands, except share data)~~

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

~~NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(in thousands, except share data)~~

NOTE ~~10:~~9: NET ~~LOSS~~INCOME (LOSS) PER SHARE OF COMMON STOCK

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

	Nine months ended September 30,						Three months ended September 30,						Six months ended June 30,						Three months ended June 30,
	2021 (unaudited)			2020 (unaudited)			2021 (unaudited)			2020 (unaudited)			2022 (unaudited)			2021 (unaudited)			2022 (unaudited)			2021 (unaudited)
Numerator:
Net loss	$	(3,482	)	$	(3,014	)	$	(167	)	$	(739	)
Net income (loss)													$	(2,819	)	$	(3,315	)	$	(1,123	)	$	315

Denominator (in thousands):
Basic weighted-average common stock outstanding		22,766			22,059			22,925			22,163			23,139			22,685			23,174			22,823
Effect of stock -based awards		0			0			0			0			0			0			0			317
Diluted weighted average common stock outstanding		22,766			22,059			22,925			22,163			23,139			22,685			23,174			23,140

Basic net loss per share	$	(0.15	)	$	(0.14	)	$	(0.01	)	$	(0.03	)
Diluted net loss per share	$	(0.15	)	$	(0.14	)	$	(0.01	)	$	(0.03	)
Basic net income (loss) per share													$	(0.12	)	$	(0.15	)	$	(0.05	)	$	0.01
Diluted net income (loss) per share													$	(0.12	)	$	(0.15	)	$	(0.05	)	$	0.01

The total number of shares related to outstanding equity-based awards was 915,698 for both the three and six months ended June 30, 2022, and in each case was excluded from the calculation of diluted net loss per share. The weighted average number of shares related to outstanding equity-based awards excluded from the calculation of diluted net ~~loss~~income per share, since their effect was ~~830,384~~anti-dilutive, was 66,733 shares for ~~both~~ the three ~~and~~ ~~nine~~months ended ~~September~~June 30, 2021. The total number of shares related to outstanding equity-based awards excluded from the calculation of diluted net loss per share was ~~1,162,650~~792,086 for ~~both~~ the ~~three~~ ~~and~~ ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021.

NOTE ~~11:~~10: COMMON STOCK AND STOCK-BASED COMPENSATION PLANS

The Company grants a mix of stock options, stock appreciation rights (“SARs”) capped with a ceiling and restricted stock units (“RSUs”) to employees and non‑employee directors of the Company and its subsidiaries under the Company’s equity plans and provides the right to purchase common stock pursuant to the Company’s 2002 employee stock purchase plan to employees of the Company and its subsidiaries. ~~In addition, prior to~~ ~~2016,~~ ~~the Company granted stock appreciation rights (“SARs”) capped with a ceiling to employees of the Company and its subsidiaries.~~

~~Each~~The SAR unit confers ~~upon~~ 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 to 400% of fair market value on the grant date.~~unit. SARs are considered an equity ~~instruments~~instrument as ~~they are~~it is a net share settled ~~awards~~award capped with a ~~ceiling.~~ceiling (400% for all SAR grants made in years prior to 2016, when the Company ceased to grant SAR units). The options and SARs granted under the Company’s stock incentive plans have been granted at the fair market value of the Company’s common stock on the grant date. Options and SARs granted to employees under stock incentive plans vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest in equal portions over the following 36 months, such that all shares are vested after four years. Options granted to non‑employee directors vest 25% of the shares underlying the option on each anniversary of the option grant.

~~NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(in thousands, except share data)~~

A summary of the Company’s stock option and SAR activities and related information for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, are as follows:

	Number of options and SAR units (1)			Weighted average exercise price		Weighted average remaining contractual term		Aggregate intrinsic value		Number of options and SAR units (1)			Weighted average exercise price		Weighted average remaining contractual term		Aggregate intrinsic value
Outstanding as of December 31, 2020		289,069		$	22.42		3.6	$	6,673
Outstanding as of December 31, 2021											126,000		$	20.06		2.6	$	2,921
Granted		—			—						0			—
Exercised		(158,069	)		24.47						(17,000	)		18.08
Forfeited or expired		—			—						0			—
Outstanding as of September 30, 2021 (2)		131,000		$	19.94		2.8	$	2,978
Exercisable as of September 30, 2021 (3)		131,000		$	19.94		2.8	$	2,978
Outstanding as of June 30, 2022 (2)											109,000		$	20.37		2.5	$	1,438
Exercisable as of June 30, 2022 (3)											109,000		$	20.37		2.5	$	1,438

(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.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

(2)

Due to the ceiling imposed on the SAR grants, the outstanding amount equals a maximum of ~~128,000~~108,250 shares of the Company’s common stock issuable upon exercise.

(3)

Due to the ceiling imposed on the SAR grants, the exercisable amount equals a maximum of ~~128,000~~108,250 shares of the Company’s common stock issuable upon exercise.

As of ~~September~~June 30, ~~2021,~~2022, there were no0 unrecognized compensation expenses related to unvested stock options and SARs.

An RSU award is an agreement to issue shares of the Company’s common stock at the time the award or a portion thereof vests. RSUs granted to employees generally vest in three equal annual installments starting on the first anniversary of the grant date. Until the end of 2017, RSUs granted to non-employee directors would generally vest in full on the first anniversary of the grant date. Starting in 2018, RSUs granted to non-employee directors would generally vest in two equal annual installments starting on the first anniversary of the grant date.

On February ~~15, 2021,~~14, 2022, ~~Bruce A. Mann resigned from~~the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company ~~effective immediately. In connection with his retirement, the Board determined to accelerate in full the vesting of Mr. Mann’s 5,902 unvested RSUs.~~

On ~~February 16, 2021,~~ ~~the Board unanimously approved the appointment of Jaclyn “Jackie” Liu as an independent member of the Board with the appointment~~granted 9,935, 5,961, 7,451 and 5,961 time-based RSUs, effective as of February ~~16, 2021.~~17, 2022, In accordance with the Company’s non-employee director compensation policy, Ms. Liu received an annual director grant of 1,784 RSUs with fair value of $124,670 under the Company’s Amended and Restated ~~2011~~ ~~Stock Incentive Plan (the~~ ~~“2011~~ ~~Plan”). The RSUs vest over a~~ ~~two-year period with the~~ ~~first~~ ~~50% vesting after the~~ ~~first~~ ~~anniversary of the grant date and the remainder vesting on the~~ ~~second~~ ~~anniversary of the grant date.~~

On ~~February 18, 2021,~~ ~~the Committee granted 5,962, 4,024, 3,577 and 3,577 time-based RSUs~~ to each of the Company’s CEO, Executive Vice President, Worldwide Sales, Chief Financial Officer and Chief Operating Officer, respectively, pursuant to the Company’s Amended and Restated 2011 ~~Plan.~~Stock Incentive Plan (the “2011 Plan”). The RSU grants vest 33.4% on February ~~18, 2022,~~17, 2023, 33.3% on February ~~18, 2023~~17, 2024 and 33.3% on February ~~18, 2024.~~17, 2025.

~~NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(in thousands, except share data)~~

Also, on February ~~18, 2021,~~14, 2022, the Committee granted ~~8,943, 2,683, 2,385~~14,903, 3,974, 4,969 and ~~2,385~~3,974 performance-based stock units (“PSUs”), effective as of February 17, 2022, to each of the Company’s CEO, Executive Vice President, Worldwide Sales, Chief Financial Officer and Chief Operating Officer, respectively, pursuant to 2011 Plan (collectively, the “Short-Term Executive PSUs”). The performance goals for the Short-Term Executive PSUs with specified weighting are as follows:

Weighting	Goals
50%	Vesting of the full 50% of the PSUs occurs if the Company achieves the ~~2021~~2022 license, NRE and related revenue target approved by the Board (the “~~2021~~2022 License Revenue Target”). The vesting threshold is achievement of 90% of ~~2021~~2022 License Revenue Target. If the Company’s actual result exceeds 90% ~~but less than~~ ~~99%~~of the ~~2021~~ ~~License Revenue Target,~~ ~~91%~~ to ~~99%~~ ~~of the eligible PSUs would be subject to vesting. If the Company’s actual result exceeds~~ ~~100%~~ ~~of the~~ ~~2021~~2022 License Revenue Target, every 1% increase of the ~~2021~~2022 License Revenue Target, up to 110%, would result in an increase of 2% of the eligible PSUs.
50%	Vesting of the full 50% of the PSUs occurs if the Company achieves positive total shareholder return whereby the return on the Company’s stock for ~~2021~~2022 is greater than the S&P500 index. The vesting threshold is if the return on the Company’s stock for ~~2021~~2022 is at least 90% of the S&P500 index. If the return on the Company’s stock, in comparison to the S&P500, is above 90% but less than 99% of the S&P500 index, 91% to 99% of the eligible PSUs would be subject to vesting. If the return on the Company’s stock exceeds 100% of the S&P500 index, every 1% increase in comparison to the S&P500 index, up to 110%, would result in an increase of 2% of the eligible PSUs.

Additionally, PSUs representing an additional 20%, meaning an additional ~~1,788, 536, 477~~2,981, 795, 994 and ~~477,~~795, would be eligible for vesting for each of the Company’s CEO, Executive Vice President, Worldwide Sales, Chief Financial Officer and Chief Operating Officer, respectively, if the performance goals set forth above are exceeded.

Subject to achievement of the thresholds the above performance goals for ~~2021,~~2022 and continuing employment, the Short-Term Executive PSUs vest 33.4% on February ~~18, 2022,~~17, 2023, 33.3% on February ~~18, 2023~~17, 2024, and 33.3% on February ~~18, 2024.~~17, 2025.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

A summary of the Company’s RSU and PSU activities and related information for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, are as follows:

	Number of RSUs and PSUs			Weighted Average Grant-Date Fair Value		Number of RSUs and PSUs			Weighted Average Grant-Date Fair Value
Unvested as of December 31, 2020		842,948		$	29.30
Unvested as of December 31, 2021							688,073		$	41.18
Granted		388,447			47.26		413,619			36.15
Vested		(471,870	)		26.72		(226,607	)		36.09
Forfeited or expired		(60,141	)		35.49		(68,387	)		46.17
Unvested as of September 30, 2021		699,384		$	40.49
Unvested as of June 30, 2022 (unaudited)							806,698		$	39.73

As of ~~September~~June 30, ~~2021,~~2022, there was ~~$21,542~~$25,099 of unrecognized compensation expense related to unvested RSUs and PSUs. This amount is expected to be recognized over a weighted-average period of 1.7 years.

~~NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED~~

~~(in thousands, except share data)~~

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

	Nine months ended September 30,				Three months ended September 30,				Six months ended June 30,				Three months ended June 30,
	2021 (unaudited)		2020 (unaudited)		2021 (unaudited)		2020 (unaudited)		2022 (unaudited)		2021 (unaudited)		2022 (unaudited)		2021 (unaudited)
Cost of revenue	$	509	$	473	$	247	$	159	$	683	$	262	$	344	$	119
Research and development, net		5,435		5,115		2,007		1,770		4,001		3,428		2,006		1,743
Sales and marketing		1,185		1,496		400		533		673		785		340		367
General and administrative		2,378		2,986		749		1,084		1,335		1,629		613		677
Total equity-based compensation expense	$	9,507	$	10,070	$	3,403	$	3,546	$	6,692	$	6,104	$	3,303	$	2,906

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:

	Nine months ended September 30						Three months ended September 30						Six months ended June 30,
	2021 (unaudited)			2020 (unaudited)			2021 (unaudited)			2020 (unaudited)			2022 (unaudited)	2021 (unaudited)
Expected dividend yield			0%			0%			0%			0%	0%		0%
Expected volatility	39%	-	60%	32%	-	60%	39%	-	60%	37%	-	60%	38%	39%	-	56%
Risk-free interest rate	0.1%	-	1.7%	0.1%	-	1.9%	0.1%	-	1.3%	0.1%	-	1.8%	0.5%	0.1%	-	1.7%
Contractual term of up to (months)			24			24			24			24	24		24

The Company did not grant any purchase rights under the 2002 employee stock purchase plan during the three months ended June 30, 2022 and 2021.

NOTE ~~12:~~11: DERIVATIVES AND HEDGING ACTIVITIES

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

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

For derivative instruments that are designated and qualify as a cash flow hedge (i.e., hedging the exposure to variability in expected future cash flows that is attributable to a particular risk), the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. As of ~~September~~June 30, ~~2021,~~2022, and December 31, ~~2020,~~2021, the notional principal amount of the Hedging Contracts to sell U.S. dollars held by the Company was ~~$500~~$15,300 and ~~$0,~~$4,500, respectively.

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

	June 30, 2022 (unaudited)		December 31, 2021
Derivative assets:
Derivatives designated as cash flow hedging instruments:
Foreign exchange forward contracts	$	0	$	63
Total	$	0	$	63

Derivative liabilities:
Derivatives designated as cash flow hedging instruments:
Foreign exchange option contracts	$	224	$	0
Foreign exchange forward contracts		371		0
Total	$	595	$	0

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

	Nine months ended September 30,					Three months ended September 30,				Six months ended June 30,					Three months ended June 30,
	2021 (unaudited)		2020 (unaudited)			2021 (unaudited)		2020 (unaudited)		2022 (unaudited)			2021 (unaudited)		2022 (unaudited)			2021 (unaudited)
Derivatives designated as cash flow hedging instruments:
Foreign exchange option contracts	$	—	$	(22	)	$	—	$	3	$	(401	)	$	0	$	(401	)	$	1
Foreign exchange forward contracts		65		506			29		124		(999	)		36		(1,001	)		85
	$	65	$	484		$	29	$	127	$	(1,400	)	$	36	$	(1,402	)	$	86

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

	Six months ended June 30,					Three months ended June 30,
	2022 (unaudited)		2021 (unaudited)			2022 (unaudited)		2021 (unaudited)
Derivatives designated as cash flow hedging instruments:
Foreign exchange option contracts	$	177	$	0		$	177	$	0
Foreign exchange forward contracts		565		(36	)		455		(58	)
	$	742	$	(36	)	$	632	$	(58	)

The Company recorded in cost of revenues and operating expenses a net loss of $632 and $742 during the three and six months ended June 30, 2022, respectively, and a net gain of $58 and $36 during the comparable periods of 2021, related to its Hedging Contracts.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

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

Nine months ended
September 30,

Three months ended
September 30,

2021
(unaudited)

2020
(unaudited)

2021
(unaudited)

2020
(unaudited)

Derivatives designated as cash flow hedging instruments:

Foreign exchange option contracts
$ — $ 11 $ — $ —
Foreign exchange forward contracts
(65 ) (525 ) (29 ) (352 )
$ (65 ) $ (514 ) $ (29 ) $ (352 )

~~The Company recorded in cost of revenues and operating expenses a net gain of $29 and $65 during the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021,~~ ~~respectively, and a net gain of $352 and $514 during the comparable periods of~~ ~~2020,~~ ~~related to its Hedging Contracts.~~

NOTE ~~13:~~12: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

	Nine months ended September 30, 2021 (unaudited)									Three months ended September 30, 2021 (unaudited)									Six months ended June 30, 2022 (unaudited)									Three months ended June 30, 2022 (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			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	$	478		$	—		$	478		$	239		$	—		$	239		$	(427	)	$	55		$	(372	)	$	(2,594	)	$	156		$	(2,438	)
Other comprehensive income (loss) before reclassifications		(401	)		57			(344	)		(177	)		25			(152	)
Other comprehensive loss before reclassifications																				(3,597	)		(1,221	)		(4,818	)		(1,430	)		(1,225	)		(2,655	)
Amounts reclassified from accumulated other comprehensive income (loss)		(13	)		(57	)		(70	)		2			(25	)		(23	)		17			648			665			17			551			568
Net current period other comprehensive loss		(414	)		—			(414	)		(175	)		—			(175	)		(3,580	)		(573	)		(4,153	)		(1,413	)		(674	)		(2,087	)
Ending balance	$	64		$	—		$	64		$	64		$	0		$	64		$	(4,007	)	$	(518	)	$	(4,525	)	$	(4,007	)	$	(518	)	$	(4,525	)

	Nine months ended September 30, 2020 (unaudited)								Three months ended September 30, 2020 (unaudited)								Six months ended June 30, 2021 (unaudited)									Three months ended June 30, 2021 (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			Unrealized gains (losses) on available-for- sale marketable securities			Unrealized gains (losses) on cash flow hedges			Total			Unrealized gains (losses) on available-for- sale marketable securities			Unrealized gains (losses) on cash flow hedges			Total

Beginning balance	$	45	$	49		$	94		$	212	$	221		$	433		$	478		$	0		$	478		$	118		$	(25	)	$	93
Other comprehensive income before reclassifications		282		426			708			126		111			237
Other comprehensive income (loss) before reclassifications																		(224	)		32			(192	)		136			76			212
Amounts reclassified from accumulated other comprehensive income (loss)		11		(452	)		(441	)		—		(309	)		(309	)		(15	)		(32	)		(47	)		(15	)		(51	)		(66	)
Net current period other comprehensive income (loss)		293		(26	)		267			126		(198	)		(72	)		(239	)		0			(239	)		121			25			146
Ending balance	$	338	$	23		$	361		$	338	$	23		$	361		$	239		$	0		$	239		$	239		$	0		$	239

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

(in thousands, except share data)

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)

Nine months ended
September 30,

Three months ended
September 30,

2021
(unaudited)

2020
(unaudited)

2021
(unaudited)

2020
(unaudited)

Unrealized gains (losses) on cash flow hedges
$ 1 $ 10 $ — $ 7
Cost of revenues
58 454 26 312
Research and development
1 15 — 10
Sales and marketing
5 35 3 23
General and administrative
65 514 29 352
Total, before income taxes
8 62 4 43
Income tax expense
57 452 25 309
Total, net of income taxes
Unrealized gains (losses) on available-for-sale marketable securities
13 (15 ) (2 ) —
Financial income (loss), net
— (4 ) — —
Income tax benefit
13 (11 ) (2 ) —
Total, net of income taxes
$ 70 $ 441 $ 23 $ 309
Total, net of income taxes

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,
	2022 (unaudited)			2021 (unaudited)		2022 (unaudited)			2021 (unaudited)
Unrealized gains (losses) on cash flow hedges	$	(13	)	$	1	$	(11	)	$	1	Cost of revenues
		(647	)		32		(551	)		51	Research and development
		(18	)		1		(15	)		2	Sales and marketing
		(64	)		2		(55	)		4	General and administrative
		(742	)		36		(632	)		58	Total, before income taxes
		(94	)		4		(81	)		7	Income tax expense (benefit)

		(648	)		32		(551	)		51	Total, net of income taxes

Unrealized gains (losses) on available-for-sale marketable securities		(21	)		15		(21	)		15	Financial income (loss), net
		(4	)		0		(4	)		0	Income tax benefit
		(17	)		15		(17	)		15	Total, net of income taxes

	$	(665	)	$	47	$	(568	)	$	66	Total, net of income taxes

NOTE ~~14:~~13: SHARE REPURCHASE PROGRAM

During the three and six months ended June 30, 2022, the Company repurchased 136,091 shares of common stock at an average purchase price of $32.75 per share for an aggregate purchase price of $4,457. The Company did not repurchase any shares of common stock during the three and ~~nine~~six months ended ~~September~~June 30, 2021. ~~The Company did~~ ~~not~~ ~~repurchase any shares of common stock during the~~ ~~three~~ ~~months ended~~ ~~September 30, 2020.~~ ~~During the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2020,~~ ~~the Company repurchased 202,392 shares of common stock at an average purchase price of $23.62 per share for an aggregate purchase price of $4,780.~~ As of ~~September~~June 30, ~~2021,~~2022, ~~497,608~~361,517 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.

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.”

Management is actively monitoring the impact of the pandemic on the company’s financial condition, liquidity, operations, suppliers, industry, and workforce. Given the continual evolution of the COVID-19 pandemic and the global responses to curb its spread, we are not able to estimate the full effect of the pandemic on the company’s financial results for fiscal year ~~2021.~~2022. The following discussions are subject to the future effects of the pandemic.

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

BUSINESS OVERVIEW

Headquartered in Rockville, Maryland, CEVA is the leading licensor of wireless connectivity and smart sensing technologies and ~~integrated IP solutions~~provider of chip design services for a smarter, ~~safer,~~more secure and more connected world. We offer Digital Signal Processors, AI processors, wireless platforms, security hardware and ~~complementary~~the related software algorithms, including for ~~sensor fusion, image enhancement,~~motion sensors, computer vision, voice input and ~~artificial intelligence. We have recently~~audio. During 2021, we acquired Intrinsix Corp. (Intrinsix), which provides ~~for~~chip design expertise and a range of additional IP in the areas of mixed signal, RF, security and heterogeneous System-on-Chip (SoC) ~~interfaces.~~interfaces, and which specializes in designing chips for customers in the aerospace and defense industry.

Our IP products and solutions are licensed to customers who embed them into their SoC ~~and microcontroller~~ designs to create power-efficient, intelligent, secure and connected devices. Our customers include many of the world’s leading semiconductor and original equipment manufacturer (OEM) companies targeting a wide variety of cellular and IoT end markets, including mobile, PC, consumer, automotive, robotics, industrial, aerospace and defense and medical.

Our ultra-low-power ~~IPs are enabled by our own DSPs and controllers and~~IP offerings are deployed in devices for wireless connectivity and smart sensing ~~and connectivity~~ workloads. Our ~~smart sensing~~wireless portfolio includes ~~advanced technologies~~5G baseband processing platforms for cameras, microphones, sensor hubs and inertial measurement units (IMU). Our camera platforms incorporate DSP cores, coprocessors and software technologies for AI, computer vision and imaging. Our microphone technologies incorporate DSP cores and software technologies for noise cancellation, echo cancellation and voice recognition. Our sensor hub DSPs serve as a hub for AI and DSP processing workloads associated with a wide range of sensors including camera, Radar, LiDAR, Time-of-Flight, microphones and inertial measurement units (IMUs). Our IMU technologies include processor agnostic software supporting sensor processing of accelerometers, gyroscopes, magnetometers, optical flow, as well as environmental sensors in devices. Our connectivity portfolio includes LTE and 5G mobile broadband, ~~platforms for handsets~~cellular IoT and base station RAN, ~~NB-IoT for low bit rate cellular,~~ UWB for high-precision localization and Bluetooth and Wi-Fi technologies for ~~wireless IoT.~~all range of connectivity devices. Our smart sensing portfolio includes advanced technologies for cameras, radars, microphones, and inertial measurement units (IMU). Our platforms incorporate AI processors, digital signal processor (DSP) cores, accelerators and software technologies for computer vision, audio, voice and IMU. We also offer processor agnostic sensor hub software supporting sensor processing of accelerometers, gyroscopes, magnetometers and optical flow, as well as environmental sensors in devices.

~~We believe our recently acquired~~Our Intrinsix chip design business ~~will allow~~unit enables us to ~~further support~~offer our customers ~~with integrated~~co-creation SoC design services that take advantage of our IP ~~solutions that will combine CEVA~~portfolio, Intrinsix’s designed to deliver (D2D) and ~~Intrinsix~~security IP ~~along with~~and Intrinsix’s design capabilities ~~toward the creation of highly optimized IP.~~for digital, mix signal and RF. We believe this ~~will in turn strengthen~~co-creation business proposition strengthens our relationships with customers, ~~generate~~generates recurrent royalties and more. Furthermore, Intrinsix’s experience and customer base in the growing chip development programs with the U.S. Department of Defense and ~~DARPA and~~the Defense Advanced Research Projects Agency (DARPA) together with its IP offerings for processor security and chiplets ~~will extend~~extends CEVA’s serviceable market and revenue base.

CEVA is a sustainability and environmentally conscious ~~company, adhering to our~~company. We have adopted both a Code of Business Conduct and ~~Ethics. As such,~~Ethics and a Sustainability Policy, in which we emphasize and focus on environmental preservation, recycling, the welfare of our employees and privacy – which we promote on a corporate level. At CEVA, we are committed to social responsibility, values of preservation and consciousness towards these purposes.

We believe that our IP licensing business and IPchip design ~~services~~expertise are solid with a diverse customer base and myriad target markets. Our state-of-the-art technology has shipped in more than 1315 billion chips to date for a wide range of end markets. Every second, more than fifty devices sold worldwide are powered by CEVA.

We believe the adoption of our wireless connectivity and smart sensing IP products beyond our incumbency in the handset baseband market continues to progress. In particular, we are currently experiencing exceptional interest for our wireless connectivity platforms, in both traditional and new areas. Reflecting this trend, in the second quarter of 2022, fourteen of the ~~twenty-five~~twenty-two IP licensing and non-recurring engineering ~~(“NRE”)~~(NRE) deals concluded ~~in the third quarter~~ were for wireless ~~connectivity. Notably, we signed six license agreements~~connectivity, including eight for our Wi-Fi ~~6 platform, bringing the total licensees for Wi-Fi 6 to more than 20.~~platforms.

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

●

CEVA is a player in mobile handsets, the largest space of the semiconductor industry. Our customers use our technologies for baseband and voice processing. Our key ~~customers~~customer currently ~~have~~has a strong foothold in ~~low-tier~~low- and mid-tier LTE smartphones and feature phones ~~markets which continue to experience strong momentum.~~markets.

	●	The royalty we derive from premium-tier smartphones is higher on average than that of mid and low-tier smartphones due to more DSP content that bears a higher royalty average selling price (ASP). Looking ahead, we believe our ~~PentaG~~PentaG2 platform for 5G handsets and 5G ~~cellular~~Broadband IoT endpoints is the most comprehensive baseband processor IP in the industry today and provides newcomers and incumbents with a ~~low entry barrier~~comprehensive solution to address the need for ~~power~~ 5G processing for smartphones, fixed wireless access, satellite communications and a range of connected devices such as robots, cars, smart cities and other devices for industrial applications.

	●	Our specialization and technological edge in signal processing platforms for 5G base station RAN, including ~~Remote~~ Radio Units ~~(RRU)~~(RU), ~~Active Antenna~~Distributed Units ~~(AAU),~~(DU) and Base Band Units (BBU) ~~and Distributed Units (DU)~~, put us in a strong position to capitalize on the growing 5G RAN across its new form factors such as V-RAN, ~~C-RAN and~~ O-RAN, as well as small cells and private networks.

●

Our broad Bluetooth, Wi-Fi, Ultra Wide Band (UWB) and ~~NB-IoT~~cellular IoT IPs allow us to expand further into the high volume IoT applications and substantially increase our value-add. Our addressable market size for Bluetooth, Wi-Fi, UWB and ~~NB-IoT~~cellular IoT is expected to be more than 915 billion devices annually by ~~2022~~2026 based on ABI ~~Research and Ericsson Mobility Reports.~~Research. In the ~~third quarter, we reported our~~ second ~~sequential~~ quarter of ~~all-time record high~~2022, shipments of devices enabled by our Bluetooth, Wi-Fi and cellular IoT ~~IPs.~~IPs increased 14% year-over-year to 309 million units.

●

The growing market for True Wireless Stereo (TWS) earbuds, smartwatches, AR and VR headsets, and other ~~voice~~wearable assisted devices, offers an incremental growth segment for us. To better address this market, our WhisPro speech recognition technology and ClearVox voice input software are offered in conjunction with our audio/voice DSPs.

	●	Our unique capability to combine our Bluetooth IP, audio DSP IP and software for ~~voice, sound and motion sensing products~~contextual aware user experience puts us in a strong position to capitalize on the fast-growing True Wireless Stereo (TWS) markets of earbuds, smartwatches, hearing aids, device speakers, PCs and more. Our recently announced BlueBud platform integrates all of these technologies, lowering the entry barriers for semiconductors and OEMs to develop differentiated, high-performance solution for TWS devices. ~~During~~In the ~~third~~second quarter of 2022, we concluded ~~two new BlueBud license agreements~~a strategic agreement for ~~TWS earbuds.~~our Bluebud wireless audio technology for wearables, driven by a top tier OEM.

	●	Our second generation SensPro2 sensor hub DSP family provides highly compelling offerings for any sensor-enabled device and application such as smartphones, automotive safety (ADAS), autonomous driving (AD), drones, robotics, security and surveillance, augmented reality (AR) and virtual reality (VR), Natural Language Processing (NLP) and voice recognition. Per research from Yole Développement, camera-enabled devices incorporating computer vision and AI are expected to exceed 1 billion units, and devices incorporating voice AI are expected to reach 600 million units by 2025. This new DSP architecture enables us to address the transformation in devices enabled by these applications, and expand our footprint and content in smartphones, drones, consumer cameras, surveillance, automotive ADAS, voice-enabled devices and industrial IoT applications. ~~We signed our first customers in 2020 for this new processor family, which are targeting automotive applications.~~

●

Neural networks are increasingly being deployed in a wide range of camera-based devices in order to make these devices “smarter.” ~~To address this significant and lucrative opportunity, our NeuPro-S™ a second-generation~~Our newest generation family of AI processors for deep learning at the edge, ~~brings~~ the ~~power of deep learning to the device, without relying on connectivity to the cloud. We believe this market opportunity for AI at the edge is on top of our existing product lines and~~NeuPro-M represents new IP licensing and royalty drivers for ~~the company~~us in the coming years.

●

Our Hillcrest Labs sensor fusion business unit allows us to address an important technology piece used in personal computers, robotics, TWS earbuds, smart TVs and many other smart sensing IP products, for smart sensing, in addition to our existing portfolio for camera-based computer vision and AI processing, and microphone-based sound processing. MEMS-based inertial and environmental sensors are used in an increasing number of devices, including robotics, smartphones, laptops, tablets, TWS earbuds, headsets, remote controls and many other consumer and industrial devices. Hillcrest Labs’ innovative and proven MotionEngine™ software supports a broad range of merchant sensor chips and is licensed to OEMs and semiconductor companies that can run the software on CEVA DSPs or a variety of RISC CPUs. The MotionEngine software expands and complements CEVA’s smart sensing technology. Hillcrest Labs’ technology has already shipped in more than ~~150~~200 million devices, indicative of its market traction and excellence. Along with our SensPro sensor fusion processors, our licensees can now benefit from our capabilities as a complete, one-stop-shop for processing all classes and types of sensors.

As a result of our diversification strategy beyond baseband for handsets, and our progress in addressing those new markets under the base station and IoT umbrella, we continue to experience significant growth in shipments and royalty revenues derived from base station and IoT product category (formerly referred to as non-handset products). Unit shipments for this category were up ~~103%~~11% year-over-year in the ~~third~~second quarter ~~and royalty revenues were up 6% year-over-year in the same period.~~of 2022 to 349 million units. We expect royalty growth to continue in this product category for the next few years. These devices are comprised of a range of different products at different royalty ASPs, spanning from high volume Bluetooth and Wi-Fi to high value sensor fusion and base station RAN. The royalty ASP of our other products will be in between the two ranges.

~~COVID-19~~

Throughout the COVID-19 outbreak, we have continued our operations while taking a number of precautionary health and safety measures to safeguard our employees at the same time as maintaining business continuity. We have also provided training courses for working and managing from home, lectures and remote well-being activities to keep moral and motivation high, and communication meetings and business updates from time to time. We are monitoring and assessing orders issued by applicable governments to ensure compliance with evolving COVID-19 guidelines.

Despite the ongoing pandemic, we are encouraged by the persistent design activities of our customers and interests in our products. We are focused on continuing to expand our business to capitalize on the momentum we gained last year. We are further encouraged by recent indicators relating to our base station and IoT product category. During 2020, the world encountered new trends and different seasonality than what we have experienced in prior years. Some consumer electronics products sold well and some new technologies were widely adopted due to social distancing and other restrictions. Nonetheless, prolonged measures to contain the spread of coronavirus pose uncertainty for economic activities. In particular, in emerging markets where our primary exposure is in low tier handsets, COVID-19 has had a negative impact. While the impact from COVID-19 on our financial results for the year ended December 31, 2020 and for the nine months ended September 30, 2021 was not material, we are currently unable to determine or predict the nature, duration or scope of the overall impact the pandemic will have on our business, results of operations, liquidity or capital resources for the year 2021. For example, as of the date of this filing, while we see positive activity in our IP licensing and pipeline of deals, customers in the semiconductor space from whom we collect royalties are experiencing more pressure on their operations due to, among other reasons, longer manufacturing lead times as semiconductor demand surpasses supply and severe pandemic infections in large markets like India and Brazil may lead to lock downs and related reduction in economic activities. We will continue to closely monitor the effects of the ongoing pandemic on our operations, employees and customers.

RESULTS OF OPERATIONS

Total Revenues

Total revenues were ~~$32.8~~$33.2 million and ~~$88.6~~$67.6 million for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, representing an increase of ~~31%~~9% and ~~23%~~21%, ~~respectively,~~ as compared to the corresponding periods in ~~2020 and an all-time high result for both periods of~~ 2021. ~~For the third~~We believe our 2022 second quarter and strong first ~~nine months~~half of ~~2021,~~2022 results were robust, despite the ~~increase was due~~challenging macroeconomic backdrop and disruptions in production schedules because of the lockdown in major cities in China. Our strength in wireless continues to ~~CEVA’s continuous success~~drive our business and role in the digital transformation era. Our leading-edge technology portfolio along with the chip design capabilities of Intrinsix offers a holistic proposition for incumbents and newcomers in the expanding semiconductor markets. The Intrinsix acquisition enables us to expand our ~~market reach to~~footprint in the ~~large~~growing markets of 5G, wearables, hearables, automotive, aerospace and defense ~~space~~ and ~~enrich~~more. All this is based on our leading portfolio of wireless and Edge AI technologies that also provide huge market opportunities to scale our business, ~~model, offering key customers optimized solutions~~as illustrated by our licensing, NRE and related revenue that ~~take advantage~~grew 42% and 49% year-over-year in the second quarter and first half of ~~our differentiated IP~~2022, respectively, as compared to 2021, and ~~competencies~~record high results for the first half of 2022. Royalty revenue was down quarter over quarter and first half over first half of 2022 compared to 2021 by 26% and 11%, respectively, mainly as the second quarter 2021 included revenue of $3.3 million following the resolution of a disagreement on royalty rates with a customer, excluding this amount, royalty revenue would have been down only 4% for the second quarter of 2022 and up 2% for the first half of 2022, as compared to the corresponding periods in ~~RF, mixed-signal and security IP solutions. We are excited by this new opportunity for CEVA and its customers.~~2021.

Our five largest customers accounted for ~~51%~~36% and ~~47% of our total revenues for the third quarter and first nine months of 2021, respectively, as compared to 52% and 46% for the comparable periods in 2020. One customer accounted for~~ 32% of our total revenues for the ~~third~~second quarter and first half of 2022, respectively, as compared to 50% and 49% for the comparable periods in 2021. One customer accounted for 11% of our total revenues for the second quarter of ~~2021,~~2022, as compared to one customer that accounted for 27% of our total revenues for the second quarter of 2021. One customer accounted for 11% of our total revenues for the first half of 2022, as compared to two customers that accounted for ~~18%~~21% and ~~16% of our total revenues for the third quarter of 2020. One customer accounted for 25%~~10% of our total revenues for the first ~~nine months~~half of ~~2021, as compared to three customers that accounted for 12%, 13% and 13% of our total revenues for the first nine months of 2020.~~2021. Sales to UNISOC (formerly Spreadtrum Communications, Inc.) and RDA Corporation) represented ~~32% and 25%~~11% of our total revenues for both the ~~third~~second quarter and first ~~nine months~~half of ~~2021, respectively, as compared to 18% and 12% for the comparable periods of 2020.~~2022. 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 IP licensing customers as we generate licensing revenues generally from new customers on a quarterly basis. With respect to our royalty revenues, ~~three~~two royalty paying ~~customers~~customer represented 10% or more of our total royalty revenues for both the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, and collectively represented ~~44%~~43% and ~~57%~~45% of our total royalty revenues for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively. ~~Three~~One royalty paying customer represented 10% or more of our total royalty revenues for the ~~third~~second quarter of ~~2020,~~2021, and ~~four~~three customers each represented 10% or more of our total royalty revenues for the first ~~nine months~~half of ~~2020,~~2021, and collectively represented ~~65%~~49% and ~~73%~~63% of our total royalty revenues for the ~~third~~second quarter and first ~~nine months~~half of ~~2020,~~2021, 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.

The following table sets forth the products and services as percentages of our total revenues for each of the periods set forth below:

	Nine Months 2021			Nine Months 2020			Third Quarter 2021			Third Quarter 2020			First Half 2022	First Half 2021	Second Quarter 2022	Second Quarter 2021

Connectivity products		75	%		79	%		73	%		74	%	74%	76%	73%	72%
Smart sensing products		25	%		21	%		27	%		26	%	26%	24%	27%	28%

Licensing, NRE and Related Revenues

Licensing, NRE and related revenues were ~~$21.6~~$22.1 million and ~~$51.5~~$44.5 million for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, representing an increase of ~~74%~~42% and ~~27%~~49%, respectively, as compared to the corresponding periods in ~~2020. Both the third~~2021. The second quarter and the first ~~nine months~~half of ~~2021~~2022 represented strong IP licensing execution and record high ~~results. Licensing, NRE and related revenues represented a good demand for our diversified IP adoptions and also included~~results for the first ~~time, full quarter contribution~~half of 2022. In both these periods, we experienced growth for our WiFi IP as emerging technology, as well as revenues from Intrinsix NRE related ~~services. In the third quarter of 2021, we experienced high demand~~services (which were not incurred for ~~our Bluetooth, as well as the inclusion of the Intrinsix NRE revenues for a full quarter, partially offset by lower vision and WiFi based licensing revenues. In~~ the first ~~nine~~five months of 2021, ~~we experienced high revenues from~~as the ~~WiFi, Bluetooth and~~acquisition of Intrinsix ~~NRE services,~~was consummated on May 31, 2021), partially offset by lower licensing ~~activities with~~revenues from our ~~base station~~Bluetooth IP and ~~vision~~DSP core technologies.

~~Twenty-five~~

Twenty-two license and NRE agreements were concluded during the ~~third~~second quarter of ~~2021, of which fourteen were for connectivity products and eleven for smart sensing. Thirteen~~2022. Five of the ~~twenty-five~~twenty-two deals were with first time customers. Customers’ target applications and devices ~~include our Bluebud product for TWS earbuds, AR glasses~~target a wide variety of smart and ~~smartwatch~~connected markets, including smartphones, smart home, PCs, ADAS, and ~~our Wi-Fi solutions which are ubiquitous across many IoT devices and access points.~~5G Low Earth Orbit (LEO) satellite communication. Geographically, ~~fifteen~~eleven of the deals signed were in China, five in the U.S., ~~four~~three in APAC, and ~~one was~~three were in Europe. ~~Our growth strategy is driven by Intrinsix’s experience~~CEVA has become the wireless anchor to more than 300 semiconductor companies as they shape the Intelligent IoT eco system. By being at the forefront of wireless standard and ~~customer base~~offering it under the IP business model, CEVA lowers the entry barriers for embedding wireless connectivity in SoCs and enabling many semiconductor companies to come out with more cost-effective and power-efficient chips than the aerospace and defense market that we believe will allow us to expand into this lucrative space and by our capabilities to offer integrated IP solutions that combine the CEVA IP portfolio and Intrinsix’s broad chip design competencies to further broaden our impact and grow our revenue base with strategic customers designs.repurposed smartphone connectivity chips.

Licensing and related revenues accounted for ~~66%~~67% and ~~58%~~66% of our total revenues for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, as compared to ~~50%~~51% and ~~56%~~54% for the comparable periods of ~~2020.~~2021.

Royalty Revenues

Royalty revenues were ~~$11.2~~$11.1 million and ~~$37.1~~$23.1 million for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, representing a decrease of ~~11%~~26% and ~~an increase of 17%~~11%, respectively, as compared to the corresponding periods in ~~2020.~~2021. Royalty revenues accounted for ~~34%~~33% and ~~42%~~34% of our total revenues for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, as compared to ~~50%~~49% and ~~44%~~46%, respectively, for the comparable periods of ~~2020. The decrease in royalty revenues for the third~~2021. Second quarter of 2021 was mainly due to lower 5G base station RAN visibility than last year’s more typical corresponding period, as well as lower handset baseband royalties, partially offset by higher Bluetooth shipments. The increase in royalty revenues for the first nine monthsincluded revenue of ~~2021 was driven mainly by secular growth in Bluetooth and sensor fusion products, offset by lower base station shipments. Royalty revenue for the first nine months of 2021 incorporates approximately~~ $3.3 million ~~for our handset baseband products due to us~~ following ~~our~~the resolution of a disagreement on royalty ~~rates.~~

rates with a customer. Excluding this amount, second quarter 2022 would have been down only by 4% and the first half of 2022 would have been 2% higher as compared to the comparable periods of 2021. This is despite the global economic uncertainty, weak low and mid-tier handset sales. Our base station and IoT royalty category showed good resilience as 5G RAN builds in China resumed and our customers gained market share in Bluetooth and cellular IoT, royalty revenue in this category was up 6% and 14% year over year for the second quarter and first half of 2022, respectively, over 2021.

Our customers reported sales of ~~438~~433 million and ~~1,231~~963 million chipsets incorporating our technologies for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, a decrease of 4% and an increase of ~~26% and 46%~~21%, respectively, from the corresponding periods in ~~2020~~2021 for actual shipments reported.

The five largest royalty-paying customers accounted for ~~59% and 69%~~63% of our total royalty revenues for both the ~~third~~second quarter and first ~~nine months~~half of ~~2021, respectively,~~2022, as compared to ~~77%~~78% and 75% for ~~both~~ the comparable periods of ~~2020.~~2021.

Geographic Revenue Analysis

	Nine Months 2021				Nine Months 2020				Third Quarter 2021				Third Quarter 2020				First Half 2022				First Half 2021				Second Quarter 2022				Second Quarter 2021
	(in millions, except percentages)								(in millions, except percentages)								(in millions, except percentages)								(in millions, except percentages)
United States	$	19.3	22	%	$	13.8	19	%	$	8.8	27	%	$	3.1	12	%	$	13.7	20	%	$	10.5	19	%	$	7.0	21	%	$	6.5	21	%
Europe and Middle East	$	3.4	4	%	$	10.0	14	%	$	1.4	4	%	$	0.8	3	%	$	3.9	6	%	$	2.0	3	%	$	2.8	8	%	$	0.9	3	%
Asia Pacific (1)	$	65.9	74	%	$	48.4	67	%	$	22.6	69	%	$	21.1	85	%	$	50.0	74	%	$	43.4	78	%	$	23.4	71	%	$	23.0	76	%

(1) China	$	54.5	61	%	$	37.7	52	%	$	18.0	55	%	$	16.1	64	%	$	41.6	62	%	$	36.4	65	%	$	18.6	56	%	$	19.2	63	%

*) 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 ~~$4.8~~$6.8 million and ~~$10.9~~$13.2 million for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, as compared to ~~$2.5~~$3.7 million and ~~$8.3~~$6.1 million for the comparable periods of ~~2020.~~2021. Cost of revenues accounted for ~~15%~~21% and ~~12%~~20% of our total revenues for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, as compared to ~~10%~~12% and 11% for the comparable periods of ~~2020.~~2021. The increase for both the ~~third~~second quarter and first ~~nine months~~half of ~~2021~~2022 principally reflected higher service costs for our customers, mainly due to ~~incorporating for~~ the ~~first time,~~inclusion of salary and related NRE costs and EDA tools associated with the Intrinsix ~~business.~~business for the second quarter and first half of 2022, which costs were not incurred for the first five months of 2021 as the acquisition of Intrinsix was consummated in May 2021. Included in cost of revenues for the ~~third~~second quarter and first ~~nine months~~half of ~~2021~~2022 was a non-cash equity-based compensation expense of ~~$247,000~~$344,000 and ~~$509,000,~~$683,000, respectively, as compared to ~~$159,000~~$119,000 and ~~$473,000~~$262,000 for the comparable periods of ~~2020.~~2021.

Gross Margin

Gross margin for the ~~third~~second quarter and first ~~nine months~~half of ~~2021~~2022 was ~~85%~~79% and ~~88%~~80%, respectively, as compared to ~~90%~~88% and 89%, for the comparable periods of ~~2020.~~2021. The decrease for ~~both~~ the ~~third~~second quarter and first ~~nine months~~half quarter of ~~2021~~2022 mainly reflected higher cost of revenues as set forth above for the NRE-related Intrinsix costs.

Operating Expenses

Total operating expenses were ~~$26.3~~$26.6 million and ~~$75.8~~$54.2 million for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, as compared to ~~$22.5~~$25.2 million ~~$67.1~~and $49.5 million for the comparable periods of ~~2020.~~2021. The net increase for the ~~third~~second quarter of ~~2021~~2022 principally reflected ~~(1)~~ higher salary and employee-related costs, ~~which~~ mainly ~~include: (i) higher number~~due to the inclusion of ~~research and development personnel, including first time~~ salary and related costs associated with Intrinsix employees for the second quarter of 2022, partially offset with lower professional services cost mainly associated with the Intrinsix employees; (ii) Holdback Merger Consideration costs for the Intrinsix executives; and (iii) higher currency exchange expenses as a result of the devaluation of the U.S. dollar against the Israeli NIS and the Euro, and (2) higher project related expenses.transaction. The net increase ~~in total operating expenses~~ for the first ~~nine months~~half of ~~2021~~2022 principally reflected ~~(1)~~ higher salary and employee-related costs, ~~which~~ mainly ~~include: (i) higher number~~due to the inclusion of ~~research and development personnel, including first time~~ salary and related costs associated with Intrinsix employees for the first half of 2022, and higher CAD tools costs related to the Intrinsix ~~employees; and (ii) higher currency exchange expenses as a result of the devaluation of the U.S. dollar against the Israeli NIS and the Euro, (2) higher~~business, partially offset with lower professional services cost mainly associated with the Intrinsix transaction and ~~(3) lower Crédit Impôt Recherche (“CIR”)~~higher research grants received, mainly from the ~~French tax authorities, partially offset by lower allowance for credit losses~~ Israeli Innovation Authority of the Ministry of Economy and Industry in Israel (IIA).

Research and Development Expenses, Net

Our research and development expenses, net, were ~~$18.8~~$19.5 million and ~~$53.8~~$39.7 million for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, as compared to ~~$15.6~~$17.5 million and ~~$45.7~~$35.1 million for the comparable periods of ~~2020.~~2021. The net increase for the ~~third~~second quarter of ~~2021~~2022 principally reflected ~~(1)~~ higher salary and employee-related costs, ~~which mainly include: (i) higher number~~partially due to the inclusion of ~~research and development personnel, including first time~~ salary and related costs associated with ~~the~~ Intrinsix ~~employees; (ii) Holdback Merger Consideration costs~~employees for the ~~Intrinsix executives;~~second quarter of 2022 as well as outsourcing personal and ~~(iii) higher currency exchange expenses as a result of the devaluation of the U.S. dollar against the Israeli NIS and the Euro, and (2) higher project related expenses.~~services. The net increase for the first ~~nine months~~half of ~~2021~~2022 principally reflected ~~(1)~~ higher salary and employee-related costs, ~~which~~ mainly ~~include: (i) higher number~~due to the inclusion of ~~research and development personnel, including first time~~ salary and related costs associated with Intrinsix employees for the first half of 2022, and higher CAD tools costs related to the Intrinsix ~~employees;~~business as well as outsourcing personal and ~~(ii)~~services, partially offset by higher ~~currency exchange expenses as a result of the devaluation of the U.S. dollar against the Israeli NIS and the Euro, and (2) lower CIR~~research grants received, mainly from the ~~French tax authorities.~~IIA. Included in research and development expenses for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022 were non-cash equity-based compensation expenses of ~~$2,007,000~~$2,006,000 and ~~$5,435,000,~~$4,001,000, respectively, as compared to ~~$1,770,000~~$1,743,000 and ~~$5,115,000~~$3,428,000 for the comparable periods of ~~2020.~~2021. Research and development expenses as a percentage of our total revenues were ~~57% and 61%~~59% for both the ~~third~~second quarter and first ~~nine months~~half of ~~2021, respectively,~~2022, as compared to 57% and 63% for ~~both~~ the comparable periods of ~~2020.~~2021. The percentage increase for the second quarter of 2022, as compared to the comparable period of 2021, was principally due to the same reasons as set forth above for the increase in research and development expenses in absolute dollars for the comparable period of 2022 and 2021. The percentage decrease for the ~~third quarter and~~ first ~~nine months~~half of ~~2021,~~2022, as compared to the comparable ~~periods~~period of ~~2020,~~2021, was due to higher revenues, offset with the same reasons as set forth above for the increase in research and development expenses in absolute dollars for the comparable period of 2022 and 2021.

The number of research and development personnel was 333 at June 30, 2022, as compared to 305 at June 30, 2021.

Sales and Marketing Expenses

Our sales and marketing expenses were $2.7 million and $5.6 million for the second quarter and first half of 2022, respectively, as compared to $2.9 million and $6.2 million for the comparable periods of ~~2021~~2021. The net decrease for the second quarter of 2022 principally reflected lower commission expenses. The net decrease for the first half of 2022 principally reflected lower salaries and ~~2020.~~related costs and lower commission expenses. Included in sales and marketing expenses for the second quarter and first half of 2022 were non-cash equity-based compensation expenses of $340,000 and $673,000, respectively, as compared to $367,000 and $785,000 for the comparable periods of 2021. Sales and marketing expenses as a percentage of our total revenues were 8% for both the second quarter and first half of 2022, as compared to 9% and 11% for the comparable periods of 2021.

The total number of sales and marketing personnel was 34 at June 30, 2022, as compared to 38 at June 30, 2021.

General and Administrative Expenses

Our general and administrative expenses were $3.6 million and $7.3 million for the second quarter and first half of 2022, respectively, as compared to $4.2 million and $7.0 million for the comparable periods of 2021. The decrease for the second quarter of 2022 primarily reflected lower professional services cost mainly associated with the Intrinsix transaction. The increase for the first half of 2022 primarily reflected higher salaries and related costs, partially offset with lower professional services cost mainly associated with the Intrinsix transaction. Included in general and administrative expenses for the second quarter of 2022 were non-cash equity-based compensation expenses of $613,000 and $1,335,000, as compared to $677,000 and $1,629,000 for the comparable periods of 2021. General and administrative expenses as a percentage of our total revenues were 11% for both the second quarter and first half of 2022, as compared to 14% and 13% for the comparable periods of 2021.

The number of ~~research and development personnel was 318 at September 30, 2021, as compared to 304 at September 30, 2020.~~

~~Sales and Marketing Expenses~~

Our sales and marketing expenses were $3.2 million and $9.4 million for the third quarter and first nine months of 2021, respectively, as compared to $2.7 million and $8.8 million for the comparable periods of 2020. The net increase for both the third quarter and first nine months of 2021 principally reflected higher salaries and related costs, partially offset by lower non-cash equity-based compensation expenses. Included in sales and marketing expenses for the third quarter and first nine months of 2021 were non-cash equity-based compensation expenses of $400,000 and $1,185,000, respectively as compared to $533,000 and $1,496,000 for the comparable periods of 2020. Sales and marketing expenses as a percentage of our total revenues were 10% and 11% for the third quarter and first nine months of 2021, respectively, as compared to 11% and 12% for the comparable periods of 2020.

~~The total number of sales and marketing personnel was 36 at September 30, 2021, as compared to 35 at September 30, 2020.~~

~~General and Administrative Expenses~~

Our general and administrative expenses were $3.5 million and $10.5 million for the third quarter and first nine months of 2021, respectively, as compared to $3.6 million and $10.9 million for the comparable periods of 2020. The slight decrease for the third quarter of 2021 primarily reflected lower non-cash equity-based compensation expenses, partially offset by higher salaries and related costs. The decrease for the first nine months of 2021 primarily reflected lower allowance for credit losses and lower non-cash equity-based compensation expenses, partially offset by higher professional services cost associated with the Intrinsix transaction. Included in general and administrative expenses for the third quarter and first nine months of 2021 were non-cash equity-based compensation expenses of $749,000 and $2,378,000, respectively, as compared to $1,084,000 and $2,986,000 for the comparable periods of 2020. General and administrative expenses as a percentage of our total revenues were 11% and 12% for the third quarter and first nine months of 2021, respectively, as compared to 14% and 15% for the comparable periods of 2020.

~~The number of~~ general and administrative personnel was 4651 at ~~September~~June 30, ~~2021,~~2022, as compared to 3243 at ~~September~~June 30, ~~2020.~~2021.

Amortization of ~~intangible assets~~Intangible Assets

Our amortization charges were $0.8 million and ~~$2.1~~$1.5 million for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, as compared to ~~$0.6~~$0.7 million and ~~$1.7~~$1.2 million for the comparable periods of ~~2020.~~2021. The amortization charges ~~for the third quarter and first nine months of 2021~~ were incurred in connection with the amortization of intangible assets associated with (1) the acquisition of Intrinsix in May 2021, (2) the acquisition of the Hillcrest Labs business, and (3) ~~a technology investment in Immervision. The amortization charges for~~ the third quarter and first nine months of 2020 were incurred in connection with the amortization of intangible assets associated with (1) the acquisition of the Hillcrest Labs business, and (2) a technologystrategic investment in Immervision. For more information about our intangible assets, see ~~Notes 8~~Note 7 to the interim condensed consolidated financial statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Financial Income, Net (in millions)

	Nine Months 2021			Nine Months 2020		Third Quarter 2021			Third Quarter 2020		First Half 2022			First Half 2021			Second Quarter 2022			Second Quarter 2021
Financial income, net	$	0.34		$	2.69	$	(0.05	)	$	1.02	$	0.69		$	0.39		$	0.41		$	0.36
*of which:*
Interest income and gains and losses from marketable securities, net	$	1.13		$	2.26	$	0.32		$	0.66	$	0.95		$	0.81		$	0.58		$	0.37
Foreign exchange income (loss)	$	(0.79	)	$	0.43	$	(0.37	)	$	0.36
Foreign exchange loss											$	(0.26	)	$	(0.42	)	$	(0.17	)	$	(0.01	)

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 ~~decrease~~increase in interest income and gains and losses from marketable securities, net, during ~~both~~ the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, principally reflected ~~lower combined bank deposits and marketable securities balances held (mainly as a result of the acquisition of Intrinsix in May 2021) and lower~~higher yields.

We review our monthly expected major non-U.S. dollar denominated expenditures and look to hold equivalent non-U.S. dollar cash balances to mitigate currency fluctuations. However, our Euro cash balances increase significantly on a quarterly basis beyond our Euro liabilities, mainly from the French research tax benefits applicable to CIR, which is generally refunded every three years. This has resulted in ~~an increase in~~a foreign exchange loss ~~during both~~of $0.17 million and $0.26 million for the ~~third~~second quarter and first ~~nine months~~half of ~~2021 due to the devaluation of our Euro cash balances as the U.S. dollar strengthened significantly during this period~~2022, respectively, as compared to foreign exchange loss of $0.01 million and $0.42 million for the ~~Euro.~~comparable periods of 2021.

Remeasurement of Marketable Equity Securities

For the second quarter and first half of 2022, we recorded a loss of $0.7 million and $1.8 million, respectively, related to remeasurement of marketable equity securities, which we hold at cost. Over time, other income (expense), net, may be affected by market dynamics and other factors. Equity values generally change daily for marketable equity securities and upon the occurrence of observable price changes or upon impairment of marketable equity securities. In addition, volatility in the global economic climate and financial markets, including the effects of COVID-19, could result in a significant change in the value of our investments.

Provision for Income Taxes

Our income tax expenses was ~~$1.8~~$0.6 million and ~~$5.8~~$1.9 million for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, as compared to ~~$1.8~~$1.6 million and ~~$2.5~~$4.0 million for the comparable periods of ~~2020.~~2021. The ~~increase~~decrease for both the second quarter and first ~~nine months~~half of ~~2021,~~2022 primarily reflected a ~~significant increase~~reduced tax rate of 10% applied to specific revenues in ~~income earned~~our French subsidiary in ~~France, which has~~the second quarter and first half of 2022 (under the French IP Box regime, as further described below), as compared to a ~~relatively high~~ corporate tax rate of 26.5%. for the comparable periods of 2021. The decrease for the first half is partially offset by higher withholding tax expenses that we will not be able to utilize as a tax credit in our Israeli subsidiary.

We are subject to income and other taxes in the United States and in numerous foreign jurisdictions. Our domestic and foreign tax liabilities are dependent on the jurisdictions in which profits are determined to be earned and taxed. Additionally, the amount of taxes paid is subject to our interpretation of applicable tax laws in the jurisdictions in which we operate. A number of factors influence our effective tax rate, including changes in tax laws and treaties as well as the interpretation of existing laws and rules. Federal, state, and local governments and administrative bodies within the United States, and other foreign jurisdictions have implemented, or are considering, a variety of broad tax, trade, and other regulatory reforms that may impact us. For example, the Tax Cuts and Jobs Act enacted on December 22, 2017 resulted in changes in our corporate tax rate, our deferred income taxes, and the taxation of foreign earnings. It is not currently possible to accurately determine the potential comprehensive impact of these or future changes, but these changes could have a material impact on our business and financial condition.

We have significant operations in Israel and operations in France and the Republic of Ireland. A substantial portion of our taxable income is generated in Israel and France. ~~Currently,~~Although our Israeli and Irish subsidiaries, and, from 2022 onward, our French subsidiary, are taxed at rates substantially lower than U.S. tax ~~rates. Starting~~rates, the tax rates in ~~2020 and continuing into 2021, our~~these jurisdictions could nevertheless result in a substantial increase as a result of withholding tax expenses with respect to which we are unable to obtain a refund from the relevant tax authorities.

Our French subsidiary ~~was~~is now entitled to a new tax benefit of 10% applied to specific revenues under the French IP Box regime. The French IP Box regime applies to net income derived from the licensing, sublicensing or sale of several IP rights such as patents and copyrighted software, including royalty revenues. This new elective regime requires a direct link between the income benefiting from the preferential treatment and the R&D expenditures incurred and contributing to that income. Qualifying income may be taxed at a favorable 10% CIT rate (plus social surtax, hence 10.3% in ~~a profit position and local French tax rate of 26.5% was applied, that is significantly higher than the Company’s overall blended tax rate.~~total).

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 Israeli subsidiary is entitled to various tax benefits as a technological enterprise. In December 2016, the Economic Efficiency Law (Legislative Amendments for Applying the Economic Policy for the 2017 and 2018 Budget Years), 2016, which includes the Amendment to the Law for the Encouragement of Capital Investments, 1959 (Amendment 73) (the “Amendment”), was published. The Amendment, among other things, prescribes special tax tracks for technological enterprises, which are subject to rules that were issued by the Minister of Finance in April 2017.

The new tax track under the Amendment, which is applicable to our Israeli subsidiary, is the “Technological Preferred Enterprise.” Technological Preferred Enterprise is an enterprise for which total consolidated revenues of its parent company and all subsidiaries are less than 10 billion New Israeli Shekel (NIS). A Technological Preferred Enterprise, as defined in the Amendment, that is located in the center of Israel (where our Israeli subsidiary is currently located), is taxed at a rate of 12% on profits deriving from intellectual property. Any dividends distributed to “foreign companies,” as defined in the Amendment, deriving from income from technological enterprises will be taxed at a rate of 4%. We are applying the Technological Preferred Enterprise tax track for our Israeli subsidiary from tax year 2020 and onwards.

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, ~~2020,~~2021, filed with the SEC on March 1, ~~2021,~~2022, for a discussion of additional critical accounting policies and estimates. 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, ~~2020.~~2021.

LIQUIDITY AND CAPITAL RESOURCES

As of ~~September~~June 30, ~~2021,~~2022, we had approximately ~~$34.3~~$19.3 million in cash and cash equivalents, ~~$36.8~~$15.8 million in short-term bank deposits, ~~and $74.1~~$103.0 million in marketable securities, and $0$8.0 million in long-term bank deposits, totaling ~~$145.2~~$146.1 million, as compared to ~~$159.7~~$154.9 million at December 31, ~~2020.~~2021. The decrease for the first ~~nine months~~half of ~~2021~~2022 principally reflected unrealized investment loss on marketable securities of approximately ~~$29.9~~$4.6 million, ~~cash~~and funds used to repurchase 136,091 shares of common stock for ~~the acquisition~~an aggregate consideration of ~~Intrinsix, net of cash acquired,~~approximately $4.5 million, partially offset by ~~net~~ cash ~~provided by operations.~~proceeds from exercise of stock-based awards.

Out of total cash, cash equivalents, bank deposits and marketable securities of ~~$145.2~~$146.1 million, ~~$134.6~~$138.7 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 ~~nine months~~half of ~~2021,~~2022, we invested ~~$21.4~~$39.3 million of cash in bank deposits and marketable securities with maturities up to 6051 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 ~~$48.1~~$29.1 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 ~~loss. We did not recognize any~~income (loss). The amount of credit losses ~~during~~recorded for the first ~~nine months~~half of ~~2021.~~2022 was immaterial. For more information about our marketable securities, see Note 65 to the interim condensed consolidated financial statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

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 ~~nine months~~half of ~~2021~~2022 was ~~$14.8~~$1.7 million and consisted of net loss of ~~$3.5~~$2.8 million, adjustments for non-cash items of ~~$15.2~~$12.8 million, and changes in operating assets and liabilities of ~~$3.1~~$8.3 million. Adjustments for non-cash items primarily consisted of ~~$4.7~~$3.9 million of depreciation and amortization of intangible assets, $6.7 million of equity-based compensation expenses and $1.8 million of remeasurement of marketable equity securities. The decrease in operating assets and liabilities primarily consisted of a decrease in deferred revenues of $4.1 million, an increase in prepaid expenses and other assets of $1.1 million, and an increase in deferred taxes, net of $3.7 million.

Cash provided by operating activities for the first half of 2021 was $8.4 million and consisted of net loss of $3.3 million, adjustments for non-cash items of $9.7 million, and changes in operating assets and liabilities of $2.0 million. Adjustments for non-cash items primarily consisted of $3.0 million of depreciation and amortization of intangible assets and ~~$9.5~~$6.1 million of equity-based compensation expenses. The increase in operating assets and liabilities primarily consisted of a decrease in trade receivables of ~~$6.6~~$6.5 million, a decrease in prepaid expenses and other assets of ~~$1.9~~$0.6 million, ~~and~~ an increase in deferred revenues of ~~$2.6~~$0.8 million, and an increase in trade payables of $1.0 million, partially offset by an increase in deferred taxes, net of $3.6 million (mainly due to an increase in withholding tax assets which can be utilized in future years), a decrease in accrued payroll and related benefits of $3.6 million, and a decrease in accrued expenses and other payables of $1.0 million.

Cash provided by operating activities for the first nine months of 2020 was $8.3 million and consisted of net loss of $3.0 million, adjustments for non-cash items of $14.2 million, and changes in operating assets and liabilities of $2.9 million. Adjustments for non-cash items primarily consisted of $4.3 million of depreciation and amortization of intangible assets and $10.1 million of equity-based compensation expenses. The decrease in operating assets and liabilities primarily consisted of an increase in prepaid expenses and other assets of $0.9 million, an increase in deferred taxes, net of $1.8$2.2 million (mainly due to an increase in withholding tax assets which can be utilized in future years) and a decrease in ~~deferred revenues~~accrued payroll and related benefits of ~~$0.9~~$4.1 million ~~partially offset by~~(mainly as a ~~decrease in accrued interest on bank deposits~~result of ~~$0.8 million.~~a yearly bonus payments).

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 used in investing activities for the first ~~nine months~~half of ~~2021~~2022 was ~~$4.6~~$12.3 million, compared to ~~$7.3~~$4.2 million of net cash used in investing activities for the comparable period of ~~2020.~~2021. We had a cash outflow of ~~$19.9~~$27.3 million and a cash inflow of ~~$33.6~~$9.7 million with respect to investments in marketable securities during the first ~~nine months~~half of ~~2021,~~2022, as compared to a cash outflow of ~~$41.9~~$14.4 million and a cash inflow of ~~$28.3~~$27.4 million with respect to investments in marketable securities during the first ~~nine months~~half of ~~2020.~~2021. For the first ~~nine months~~half of ~~2021,~~2022, we had net proceeds of ~~$13.0~~$7.4 million from bank deposits, as compared to ~~net~~ proceeds of ~~$9.0~~$14.5 million from bank deposits for the comparable period of ~~2020.~~2021. We had a cash outflow of ~~$1.5~~$2.1 million and ~~$2.5~~$1.3 million during the first ~~nine months~~half of ~~2021~~2022 and ~~2020,~~2021, respectively, from purchase of property and equipment. For the first ~~nine months~~half of 2021, we had a cash outflow, net of cash acquired, of ~~$29.9~~$30.4 million for the acquisition of Intrinsix. ~~For the first nine months of 2020, we had a cash outflow of $0.2 million for the acquisition of the Hillcrest Labs business.~~

Financing Activities

Net cash ~~provided by~~used in financing activities for the first ~~nine months~~half of ~~2021~~2022 was ~~$3.2~~$2.7 million, as compared to ~~$1.9~~$1.6 million of net cash ~~used in~~provided by financing activities for the comparable period of ~~2020.~~2021.

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 6,400,000 shares in 2010, 2013, 2014, 2018 and 2020. ~~We did not repurchase any shares of common stock during the first nine months of 2021.~~ During the first ~~nine months~~half of ~~2021,~~2022, we repurchased ~~202,392~~136,091 shares of common stock pursuant to our share repurchase program at an average purchase price of ~~$23.62~~$32.75 per share, for an aggregate purchase price of ~~$4.8~~$4.5 million. We did not repurchase any shares of common stock during the first half of 2021. As of ~~September~~June 30, ~~2021,~~2022, we had ~~497,608~~361,517 shares available for repurchase.

During the first ~~nine months~~half of ~~2021,~~2022, we received ~~$3.2~~$1.7 million from the exercise of stock-based awards, as compared to ~~$2.9~~$1.6 million received for the comparable period of ~~2020.~~2021.

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. We believe the company has the financial resources to weather the expected short-term impacts of COVID-19. However, we have limited insight into the extent to which our business may be impacted by COVID-19, and there are many uncertainties, including the length and severity of the pandemic. An extended and severe pandemic may materially and adversely affect our future operations, financial position and liquidity.

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

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A majority of our revenues and a portion of our expenses are transacted in U.S. dollars and our assets and liabilities together with our cash holdings are predominately denominated in U.S. dollars. However, the majority of our expenses are denominated in currencies other than the U.S. dollar, principally the NIS and the Euro. Increases in volatility of the exchange rates of currencies other than the U.S. dollar versus the U.S. dollar could have an adverse effect on the expenses and liabilities that we incur when remeasured into U.S. dollars. We review our monthly expected non-U.S. dollar denominated expenditures and look to hold equivalent non-U.S. dollar cash balances to mitigate currency fluctuations. However, our Euro cash balances increase significantly on a quarterly basis beyond our Euro liabilities, mainly from French research tax benefits applicable to the CIR, which is generally refunded every three years. This has resulted in a foreign exchange loss of ~~$367,000~~$171,000 and ~~$783,000~~$260,000 for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, and a foreign exchange ~~gain~~loss of ~~$356,000~~$5,000 and ~~$426,000~~$416,000 for the comparable periods of ~~2020.~~2021.

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 ~~both~~ the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, we recorded accumulated other comprehensive ~~gain~~loss of ~~$0,~~$674,000 and $573,000, respectively, from our forward and option contracts, net of taxes, with respect to anticipated payroll expenses for our non-U.S. employees. During the ~~third~~second quarter and first ~~nine months~~half of ~~2020,~~2021, we recorded accumulated other comprehensive ~~loss~~gain of ~~$198,000~~$25,000 and ~~$26,000,~~$0, respectively, from our forward and option contracts, net of taxes, with respect to anticipated payroll expenses for our non-U.S. employees. As of ~~September~~June 30, ~~2021, we had no unrealized gain (loss)~~2022, the amount of other comprehensive loss from our forward and option ~~contracts.~~contracts, net of taxes, was $518,000, which will be recorded in the consolidated statements of income (loss) during the following six months. We recognized a net ~~gain~~loss of ~~$29,000~~$632,000 and ~~$65,000~~$742,000 for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, and a net gain of ~~$352,000~~$58,000 and ~~$514,000~~$36,000 for the comparable periods of ~~2020,~~2021, related to forward and options contracts. We note that hedging transactions may not successfully mitigate losses caused by currency fluctuations. We expect to continue to experience the effect of exchange rate and currency fluctuations on an annual and quarterly basis.

The majority of our cash and cash equivalents are invested in high-grade certificates of deposits with major U.S., European and Israeli banks. Generally, cash and cash equivalents and bank deposits may be redeemed and therefore minimal credit risk exists with respect to them. Nonetheless, deposits with these banks exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits or similar limits in foreign jurisdictions, to the extent such deposits are even insured in such foreign jurisdictions. While we monitor on a systematic basis the cash and cash equivalent balances in the operating accounts and adjust the balances as appropriate, these balances could be impacted if one or more of the financial institutions with which we deposit our funds fails or is subject to other adverse conditions in the financial or credit markets. To date, we have experienced no loss of principal or lack of access to our invested cash or cash ~~equivalents;~~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~~As of ~~September~~June 30, ~~2021, we believe~~2022, the unrealized losses associated with our investments ~~are temporary and~~were approximately $5.2 million due to the dramatic changes in the interest rate environment that took place in the first half of 2022. As we hold such bonds with unrealized losses to recovery, no credit loss was recognized during the second quarter and first ~~nine months~~half of ~~2021.~~2022. 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 ~~$0.32~~$0.58 million and ~~$1.13~~$0.95 million for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, as compared to ~~$0.66~~$0.37 million and ~~$2.26~~$0.81 million for the comparable periods of ~~2020.~~2021. The ~~decrease~~increase in interest income, and gains and losses from marketable securities, net, during ~~both~~ the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, principally reflected ~~lower combined bank deposits and marketable securities balances held (mainly as a result of the acquisition of Intrinsix in May 2021) and lower~~higher yields.

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

Item 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 ~~September~~June 30, ~~2021.~~2022.

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~~10-Q 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 10-K for the fiscal year ended December 31, 2021 other than changes to the Risk Factors below entitled: (1) “We rely significantly on revenues derived from a limited number of customers who contribute to our royalty and license revenues;” (2) “Royalty and other payment rates could decrease for existing and future license agreements, which could materially adversely affect our operating results;” (3) “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;” (4) “Our success will depend on our ability to manage our geographically dispersed operations;” (5) “Our research and development expenses may increase if the grants we currently receive from the Israeli government are reduced or withheld;” (6) “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;” (7) “Our product development efforts are time-consuming and expensive and may not generate an acceptable return, if any;” (8) “Our operating results are affected by the highly cyclical nature of and general economic conditions in the semiconductor industry;” (9) “We may face difficulties in integrating Intrinsix into our business and offering turnkey IP solutions and co-creation projects;” and (10) “Our corporate tax rate may increase, which could adversely impact our cash flow, financial condition and results of operations.”

The COVID-19 pandemic, or other outbreak of disease or similar public health threat, could materially and adversely affect our business, financial condition and results of operations.

The COVID-19 pandemic has resulted in government authorities implementing numerous measures to try to contain the virus, and these measures have impacted and may further impact our workforce and operations, the operations of our customers, and those of our respective vendors and suppliers. Furthermore, the outbreak has significantly increased economic and demand uncertainty and negatively impacted consumer confidence. Any shortfall in consumer spending or demand for consumer electronic products, such as due to social distancing and other restrictions, may negatively affect our business and results of operations.

The spread of COVID-19 also has caused us to modify our business practices, and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, and communities. Such actions may result in further disruptions to our supply chain, operations and facilities, and workforce. We cannot assure you that such measures will be sufficient to mitigate the risks posed by COVID-19, and our ability to perform critical functions could be harmed.

We cannot at this time quantify or forecast the full short-term and longer-term business impact of COVID-19. The degree to which COVID-19 impacts our business, financial condition, and results of operations will depend on future developments, which are highly uncertain, and to what extent normal economic and operating conditions can resume.

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

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

●

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

●

we compete with CPU IP or configurable CPU IP (offering DSP configured CPU and/or DSP acceleration and/or connectivity capabilities to their IP) providers, such as ARM, ~~(in the process of being acquired by NVidia),~~ Synopsys and Cadence and the RISC-V open source;

●

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

●

we compete in the short range wireless markets with Mindtree, Synopsys and internal engineering teams at companies such as Cypress (now part of Infineon), Silicon Labs and NXP;

●

we compete in embedded imaging and vision market with Cadence, Synopsys, Videantis, Verislicon, ARM and Verisilicon;

●

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

●

we compete in the audio and voice applications market with ~~Arm Limited,~~ARM, Cadence, Synopsys and Verisilicon; and

●

we compete for chip design services in our main markets with WiPro and Cyient, and in the aerospace and defense markets with Marvel, ASIC North and First Pass Engineering.

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

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

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

●

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

●

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

●

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

●

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

●

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

●

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

●

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

●

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

●

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

●

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

●

lengthy and unpredictable project approval and funding timelines characteristic of government agencies and other customers in the aerospace and defense markets, coupled with the ability, and frequent election, of government agencies and their contractors to discontinue programs with little or no advance notice;

●

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

●

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

●

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

●

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

●

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;

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

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

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changes in our pricing policies and those of our competitors;

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

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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;

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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;

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delays in final product delivery due to unexpected issues introduced by our service or EDA tool providers;

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delays in ratification of standards for Bluetooth, Wi-Fi or NB-IoT that can affect the introduction of new products;

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constraints on chip manufacturing capacity due to high demand or shutdowns of semiconductor fabrication plants and other manufacturing facilities; and

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reductions in demand for consumer and digital devices due to lockdowns or overall financial difficulties resulting from the ongoing COVID-19 pandemic.

Each of the above factors is difficult to forecast and could harm our business, financial condition and results of operations. Also, we license our technology to OEMs and semiconductor companies for incorporation into their end products for consumer markets, including handsets and consumer electronics products. The royalties we generate are reported by our customers.

Our royalty revenues are affected by seasonal buying patterns of consumer products sold by OEMs, partially by our direct customers and partially by semiconductor customers that incorporate our technology into their end products and the market acceptance of such end products. The first quarter in any given year is usually a sequentially down quarter for us in relation to royalty revenues as this period represents lower post-Christmas fourth quarter consumer product shipments. However, the magnitude of this first quarter decrease varies annually and has been impacted by global economic conditions, market share changes, exiting or refocusing of market sectors by our customers and the timing of introduction of new and existing handset devices powered by CEVA technology sold in any given quarter compared to the prior quarter. Furthermore, in 2020 and 2021 the worldwide COVID-19 pandemic and the excepted recovery in economic activities created strong demand for chips that significantly surpasses the supply capacity for digital connectivity and consumer devices, causing long lead times. This environment may continue throughout ~~2021~~2022 and distort more traditional seasonality trends.

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

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

We derive a significant amount of revenues from a limited number of customers. ~~One customer,~~Sales to UNISOC (formerly Spreadtrum Communications, Inc.), accounted for ~~32% and 25%~~11% of our total revenues for both the ~~third~~second quarter and first ~~nine months~~half of ~~2021, respectively.~~2022. Sales to UNISOC also accounted for ~~14%~~21%, ~~15%~~14% and 15% of our total revenues for 2021, 2020 ~~2019~~ and ~~2018, respectively, and sales to Intel represented 15%, 19% and 19% of our total revenues for 2020,~~ 2019, ~~and 2018,~~ respectively. With respect to our royalty revenues, two royalty paying customer represented 10% or more of our total royalty revenues for both the second quarter and first half of 2022, and collectively represented 43% and 45% of our total royalty revenues for the second quarter and first half of 2022, respectively. One royalty paying customer represented 10% or more of our total royalty revenues for the second quarter of 2021, and three customers each represented 10% or more of our total royalty revenues for the first half of 2021, and collectively represented 49% and 63% of our total royalty revenues for the second quarter and first half of 2021, respectively. In addition, three royalty paying customers each represented 10% or more of our total royalty revenues for ~~the first nine months of~~ 2021, and ~~four customers each~~collectively represented ~~10% or more~~57% of our total royalty revenues for ~~the first nine months of 2020, and collectively represented 57% and 73% of our total royalty revenues for the first nine months of 2021 and 2020, respectively. In addition, four~~2021. Four royalty paying customers each represented 10% or more of our total royalty revenues for 2020, and collectively represented 72% of our total royalty revenues for 2020, and three royalty paying customers each represented 10% or more of our total royalty revenues for 2019, and collectively represented 73% of our total royalty revenues for ~~2019, and three royalty paying customers each represented 10% or more of our total royalty revenues for 2018, and collectively represented 76% of our total royalty revenues for 2018.~~2019. We expect that a significant portion of our future revenues will continue to be generated by a limited number of customers. The loss of any significant royalty paying customer could adversely affect our near-term future operating results. Furthermore, consolidation among our customers may negatively affect our revenue source, increase our existing customers’ negotiation leverage and make us further dependent on a limited number of customers. Moreover, the discontinuation of product lines or market sectors that incorporate our technology by our significant customers or a change in direction of their business and our inability to adapt our technology to their new business needs could have material negative implications for our future royalty revenues.

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

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

In addition, we recently acquired Intrinsix, which derives revenues primarily from non-recurring engineering (NRE) payments as well as retains certain IP assets. We believe significant portions of our anticipated future revenues will likely depend upon our success in attracting new customers to NRE services, monetizing Intrinsix IP assets and expanding our relationships with existing Intrinsix customers. Revenues recognized from such arrangements have historically varied significantly from period to period, depending on the number and size of deals closed during a quarter, as well as the timing of the approval and funding processes of U.S. government agencies and their contractors that can be lengthy and difficult to predict. In addition, some Intrinsix’s customers may in the future decide to satisfy their needs through in-house design and production. Our failure to obtain future customers for Intrinsix’s NRE business and IP would also impede our future revenue growth and could materially harm our business.

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

Royalty payments to us under existing and future license agreements could be lower than currently anticipated for a variety of reasons. Average selling prices for semiconductor products generally decrease over time during the lifespan of a product. In addition, there is increasing downward pricing pressures in the semiconductor industry on end products incorporating our technology, especially end products for the handsets and consumer electronics markets. As a result, notwithstanding the existence of a license agreement, our customers may demand that royalty rates for our products be lower than our historic royalty rates. We have in the past and may be pressured in the future to renegotiate existing license agreements with our customers. In addition, certain of our license agreements provide that royalty rates may decrease in connection with the sale of larger quantities of products incorporating our technology. Furthermore, our competitors may lower the royalty rates for their comparable products to win market share which may force us to lower our royalty rates as well. As a consequence of the above referenced factors, as well as unforeseen factors in the future, the royalty rates we receive for use of our technology could decrease, thereby decreasing future anticipated revenues and cash flow. Royalty revenues were approximately ~~34%~~33% and ~~42%~~34% of our total revenues for the ~~third~~second quarter and first ~~nine months~~half of ~~2021,~~2022, respectively, as compared to ~~50%~~49% and ~~44%~~46% for the comparable periods of ~~2020.~~2021. In addition, royalty revenues were approximately ~~48%~~41%, ~~45%~~48% and ~~48%~~45% of our total revenues for 2021, 2020 ~~2019~~ and ~~2018,~~2019, respectively. Therefore, a significant decrease in our royalty revenues could materially adversely affect our operating results.

Moreover, royalty rates may be negatively affected by macroeconomic trends (including the recent COVID-19 pandemic and its global impact) or changes in products mix. Furthermore, consolidation among our customers may increase the leverage of our existing customers to extract concessions from us in royalty rates. Moreover, changes in products mix such as an increase in lower royalty bearing products shipped in high volume like low-cost feature phones and Bluetooth-based products in lieu of higher royalty bearing products like LTE phones could lower our royalty revenues.

In addition, Intrinsix’s NRE hourly rates under existing and future agreements could be lower than currently anticipated for a variety of reasons, including, for example, U.S. government regulation changes and pricing pressures from competitors in the aerospace and defense markets. As a result, notwithstanding the existence of an agreement, our customers may demand that NRE rates, be lower than our historic rates. A significant decrease in our NRE rates could also materially adversely affect our operating results.

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

A significant portion of our revenues in general, and in particular our royalty revenues, are derived from baseband for handsets. Any adverse change in our ability to compete and maintain our competitive position in the handset baseband market, including through the introduction by competitors of enhanced technologies that attract customers that target those markets, would harm our business, financial condition and results of operations. Moreover, the handset baseband market is extremely competitive and is facing intense pricing pressures, and we expect that competition and pricing pressures will only increase. Furthermore, it can be very volatile with regards to volume shipments of different phones, standards and connected devices due to inventory build out or consumer demand changes or geographical macroeconomics, pricing changes, product discontinuations due to technical issues and timing of introduction of new phones and products. Our existing OEM or semiconductor customers also may fail to introduce new handset devices that attract consumers, lose a significant design opportunity for a new product introduction, or encounter significant delays in developing, manufacturing or shipping new or enhanced products in those markets or find alternative technological solutions and suppliers. The inability of our customers to compete would result in lower shipments of products powered by our technologies which in turn would have a material adverse effect on our business, financial condition and results of operations. As an example, Intel, one of our customers, did not have its products selected for inclusion in Apple’s new 5G smartphone series, and thereafter announced the sale of its 5G smartphone modem business to Apple. AIn particular, a customer’s loss of a design opportunity may have an adverse effect on our royalty revenues from such customer, which in turn will also have an adverse effect on our overall results of operations and market share. As an example, Intel, one of our customers, did not have its products selected for inclusion in a new smartphone series, and thereafter announced the sale of its 5G smartphone modem, as a result of which, our royalty revenues from Intel will reach record low levels in 2022. Our overall royalty revenues will be negatively impacted if we fail to offset any loss of royalty revenues from ~~for example, our customers’ products being incorporated Apple’s new 5G smartphone series~~Intel, or any other loss of royalty revenues from a customer, with royalty revenues from other emerging products incorporating our technologies. Since a significant portion of our revenues isare 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.

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 in general in which we participate. Such market adoption is important because the increased cost associated with ownership and maintenance of the more complex architectures needed for the advanced services and products may motivate companies to license third-party intellectual property rather than design them in-house.

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

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

Approximately ~~78%~~80% of our total revenues for the first ~~nine months~~half of ~~2021~~2022, were derived from customers located outside of the United States, and approximately ~~79%~~78% of our total revenues for 2021, 79% for 2020 and 81% for 2019 ~~and 89% for 2018~~ were derived from customers located outside of the United States. We expect that international customers will continue to account for a significant portion of our revenues for the foreseeable future. As a result, the occurrence of any negative international political, economic or geographic events could result in significant revenue shortfalls. These shortfalls could cause our business, financial condition and results of operations to be harmed. Some of the risks of doing business internationally include:

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unexpected changes in regulatory requirements;

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

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imposition of tariffs and other barriers and restrictions, including trade tensions such as U.S.-China trade tensions;

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

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

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

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

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

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changes in diplomatic and trade relationships.

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

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

~~General trade tensions~~Tensions between the U.S. and China have been escalating since 2018 and are not fully resolved ~~yet.~~yet, and a number of factors may exacerbate these tensions in the future. In addition, the recent movement of Russian military units into provinces in Eastern Ukraine has resulted in increased sanctions against Russia, and could also increase China/Taiwan political tensions and U.S./China trade and other relations. Trade tensions between the U.S. and China and other geopolitical instabilities have resulted, and could in the future result, in significant tariff increases, sanctions against specified entities, and the broadening of restrictions and license requirements for specified uses of products. ~~The~~For example, the ongoing geopolitical and economic uncertainty between the U.S. and China, ~~and~~ the unknown impact of current and future U.S. and Chinese trade regulations and other geopolitical risks with respect to China and Taiwan, may cause disruptions in the semiconductor industry and its supply chain, decreased demand from customers for the ultimate products using our IP solutions, or other disruptions which may, directly or indirectly, materially harm our business, financial condition and results of operations. ~~While~~In addition, critical metals and materials used in semiconductors, such as Palladium, are sourced in the Russia, and sanctions against Russia could impact the semiconductor supply chain. In addition, while tariffs and other retaliatory trade measures imposed by other countries on U.S. goods have not yet had a significant impact on our business or results of operations, our revenues are increasingly originated in China and the broader APAC region, and we cannot predict further ~~developments, and such~~developments. Thus, existing or future tariffs could have a material adverse effect on our consolidated results of operations, financial position and cash flows. Furthermore, further changes in U.S. trade policy could trigger retaliatory actions by affected countries, which could impose restrictions on our ability to do business in or with affected countries or prohibit, reduce or discourage purchases of our products by foreign customers and higher prices for our products in foreign markets. For example, there are risks that the Chinese government may, among other things, require the use of local suppliers, compel companies that do business in China to partner with local companies to conduct business and provide incentives to government-backed local customers to buy from local suppliers. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products and cause our sales and revenues to drop, which could materially and adversely impact our business and results of operations.

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.~~intense, and in the current environment where many employees have become accustomed to remote work environments and frequent job changes, integration of employees into our company culture and retention of employees is becoming increasingly difficult. We cannot assure you that in the future we will be successful in attracting and retaining the required personnel.

The sales cycle for our IP and NRE solutions is lengthy, and even approved projects may have structured payment terms, which makes forecasting of our customer orders and revenues difficult.

The sales cycle for our IP solutions and NRE services is lengthy, often lasting three to nine months. Our customers generally conduct significant technical evaluations, including customer trials, of our technology as well as competing technologies prior to making a purchasing decision. ~~In addition, purchasing~~Purchasing decisions also may be delayed because of a customer’s internal budget approval process or from the involvement of U.S. government agencies for project and budgetary approvals. ~~Furthermore,~~In addition, given the current market conditions, we have less ability to predict the timing of our customers’ purchasing cycle and potential unexpected delays in such a cycle. Because of the lengthy sales cycle and potential delays, our dependence on a limited number of customers to generate a significant amount of revenues for a particular period and the size of customer orders, if orders forecasted for a specific customer for a particular period do not occur in that period, our revenues and operating results for that particular quarter could suffer. Furthermore, even approved projects may be subject to tranche or milestone-based payment structures, rather than upfront payments, which may cause delays in our performance of the relevant work and revenue recognition. Moreover, a portion of our expenses related to an anticipated order is fixed and difficult to reduce or change, which may further impact our operating results for a particular period.

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

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

Intrinsix’s business relies heavily on contracts with U.S. government prime contractors, which exposes us to business volatility and risks, including government budgeting cycles and appropriations, potential early termination of contracts, procurement regulations, governmental policy shifts, security requirements, audits, investigations, sanctions and penalties.

Historically, Intrinsix has derived a significant portion of its revenues as a subcontractor to U.S. government prime contractors and has had some contracts directly with the U.S. government. U.S federal government agencies, including the Department of Defense (DoD), are subject to budgetary constraints, and our continued performance under our contracts with these agencies and their prime contractors, or award of additional contracts from these agencies or their prime contractors, could be jeopardized by spending reductions or budget cutbacks at these agencies. The funding of U.S. government programs is uncertain and dependent on continued congressional appropriations and administrative allotment of funds based on an annual budgeting process, which is often responsive to myriad factors, including changes in political or public support for security and defense programs, uncertainties associated with the current global threat environment and other ~~geopolitical~~geo-political matters, and adoption of new laws or regulations relating to government contracting or changes to existing laws or regulations. These and other factors could cause governmental agencies to reduce their engagements for Intrinsix products and services under existing contracts, to exercise their rights to terminate contracts ~~at will~~at-will or to abstain from renewing contracts, any of which would cause our revenue to decline and could otherwise harm our business, financial condition and results of operations. Given its acquisition by CEVA, Inc., Intrinsix is no longer eligible for certain types of direct government contracts set aside for qualifying small businesses, which also could potentially reduce revenue from government contracts.

In addition, changes in federal law, government procurement policy, priorities, regulations, technology initiatives and/or requirements may also negatively impact our potential for growth in the aerospace and defense ~~markets.~~space. New laws, regulations or procurement requirements or changes to current ones (including, for example, regulations related to cybersecurity, supply chain integrity, privacy, information protection, and cost accounting) can significantly increase our costs and risks and reduce our profitability.

As a company performing government contracts and subcontracts, we are also subject to additional regulations and compliance obligations, including related to accounting and billing, contract administration, government property, ethics and conflicts of interest, intellectual property, national security, and socioeconomic requirements. As a government contractor and subcontractor, we are and may become subject to audits, investigations, claims, disputes, enforcement actions. These matters could divert financial and management resources and result in administrative, civil or criminal litigation, arbitration or other legal proceedings and across a broad array of matters, and could in administrative, civil or criminal fines, penalties or other sanctions, non-monetary relief or actions such as suspension or ~~debarement~~debarment from government contracts or suspension of export/import privileges, and otherwise harm our business and our ability to obtain and retain government contract-related awards. An investigation, claim, dispute, enforcement action or litigation, even if unsubstantiated or fully indemnified or insured, could also negatively impact our reputation, thereby making it substantially more difficult to compete successfully for business, obtain and retain awards or obtain adequate insurance in the future, and could have a material adverse effect on our business, financial condition and results of operations.

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

Most of our research and development staff is located in Israel. We also have research and development teams in France, Ireland, the United Kingdom and United States (following our acquisitions of Intrinsix in May 2021 and the Hillcrest Labs business from InterDigital in July 2019). and recently we have opened a design center in Serbia. 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 and attempted terrorist attacks, military responses to terrorist attacks, other military actions, including illegal invasion of sovereign countries, or governmental action in response to or in anticipation of a terrorist attack or civil unrest or foreign invasion, may adversely affect prevailing economic conditions, resulting in work stoppages, reduced consumer spending or reduced demand for end products that incorporate our technologies. These developments subject our worldwide operations to increased risks and, depending on their magnitude, could reduce net sales and therefore could have a material adverse effect on our business, financial condition and operating results.

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

We currently receive research grants mainly from programs of the IIA. We recorded an aggregate of ~~$2,164,000~~$1,852,000 and ~~$1,746,000~~$2,744,000 in the second quarter and first ~~nine months~~half of ~~2021 and 2020,~~2022, respectively, and we recorded an aggregate of $3,843,000, $3,042,000 and $5,843,000 in 2021, 2020 and ~~$3,510,000 in 2020,~~ 2019, ~~and 2018,~~ respectively. To be eligible for these grants, we must meet certain development conditions and comply with periodic reporting obligations. Although we have met such conditions in the past, should we fail to meet such conditions in the future our research grants may be repayable, reduced or withheld. The repayment or reduction of such research grants may increase our research and development expenses which in turn may reduce our operating income. Also, the timing of such payments from the IIA may vary from year to year and quarter to quarter, and we have no control on the timing of such payment.

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

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

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

We enjoy certain tax benefits in Israel, particularly as a result of the “Approved Enterprise” and the “Benefited Enterprise” status of our facilities and programs through 2019, and the “Technological Preferred Enterprise” status of our facilities and programs since 2020. To maintain our eligibility for these tax benefits, we must continue to meet certain conditions, relating principally to adherence to the investment program filed with the Investment Center of the Israeli Ministry of Industry and Trade and to periodic reporting obligations. Should we fail to meet such conditions, these benefits would be cancelled and we would be subject to corporate tax in Israel at the standard corporate rate (23% in ~~2021)~~2022) and could be required to refund tax benefits already received. Additionally, if we increase our activities outside of Israel, for example, by acquisitions, our increased activities may not be eligible for inclusion in Israeli tax benefit programs. The termination or reduction of certain programs and tax benefits or a requirement to refund tax benefits already received may seriously harm our business, operating results and financial condition.

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

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

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

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

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. Based on trends to date, we expect that in 2021 we will have additional exchange rate expenses as compared to 2020 in the event of the ongoing devaluation of the U.S. dollar compared to the Shekel and Euro. Our primary expenses paid in currencies other than the U.S. dollar are employee salaries. Increases in the volatility of the exchange rates of currencies other than the U.S. dollar versus the U.S. dollar could have an adverse effect on the expenses and liabilities that we incur in currencies other than the U.S. dollar when remeasured into U.S. dollars for financial reporting purposes. We have instituted a foreign cash flow hedging program to minimize the effects of currency fluctuations. However, hedging transactions may not successfully mitigate losses caused by currency fluctuations, and our hedging positions may be partial or may not exist at all in the future. We also review our monthly expected non-U.S. dollar denominated expenditure and look to hold equivalent non-U.S. dollar cash balances to mitigate currency fluctuations. However, in some cases, we expect to continue to experience the effect of exchange rate currency fluctuations on an annual and quarterly basis. For example, our EURO cash balances increase significantly on a quarterly basis beyond our EURO liabilities from the CIR, which is generally refunded every three years. This has resulted in an increase in foreign exchange loss during 2021 as compared to 2020 due to the devaluation of our Euro cash balances as the U.S. dollar strengthened significantly during this period as compared to the Euro.

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

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

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

Our product development efforts require us to incur substantial research and development expense. Our research and development expenses were approximately ~~$53.8~~$39.7 million and ~~$45.7~~$35.1 million for the first ~~nine months~~half of ~~2021~~2022 and ~~2020,~~2021, respectively, and approximately $72.5 million, $62.0 million and $52.8 million for 2021, 2020 and ~~$47.8 million for 2020,~~ 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. Further, we cannot assure you that the markets we chose to invest in will continue to be significant sources of revenue in the future. For example, while we have acquired Intrinsix in part to enter the aerospace and defense market, we could fail to realize the benefits of the acquisition of the U.S. government reduces spending on defense research.

We may face difficulties in integrating Intrinsix into our business and offering turnkey IP ~~solutions.~~solutions and co-creation projects.

We completed our acquisition of Intrinsix in the second quarter of ~~2021.~~2021.Our Intrinsix chip design business unit enables us to offer our customers co-creation SoC design services that take advantage of our IP portfolio, Intrinsix’s designed to deliver (D2D) and security IP and Intrinsix’s design capabilities for digital, mix signal and RF. We believe this ~~acquisition will allow us to further support~~co-creation business proposition strengthens our ~~customers with integrated IP solutions that will combine CEVA and Intrinsix IP along with Intrinsix’s design capabilities toward on the creation of highly optimized IP, which in turn will strengthen~~ relationships with customers, ~~generate~~generates recurrent royalties and more. . However, we may not be able effectively manage the integration of acquired personnel, operations, and technologies successfully, or effectively manage the combined operations following the acquisition, which may prevent us from achieving anticipated benefits from the acquisition. In addition, our efforts to with respect to turnkey IP services and solutions will take longer than normal sales cycles as we move up the management levels of our customers and sell, generally, a more complex product and service combination. Succeeding in these efforts will require additional investment, training and changes that will introduce additional risk, cost and may introduce the possibility to customers that we are now competitors. If we do not succeed in these efforts, we will not reap the anticipated benefits of our acquisition of Intrinsix, which could have a material adverse effect on our business, financial condition and results of operations.

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

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

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

●

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

●

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

●

incurrence of debt and contingent liabilities;

●

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

●

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

●

diversion of management’s attention from other business concerns;

●

contractual disputes;

●

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

●

potential loss of key employees of acquired organizations.

We may not be able to adequately protect our intellectual property.

Our success and ability to compete depend in large part upon the protection of our proprietary technologies. We rely on a combination of patent, copyright, trademark, trade secret, mask work and other intellectual property rights, confidentiality procedures and IP licensing arrangements to establish and protect our proprietary rights. These agreements and measures may not be sufficient to protect our technology from third-party infringement or protect us from the claims of others. As a result, we face risks associated with our patent position, including the potential need to engage in significant legal proceedings to enforce our patents, the possibility that the validity or enforceability of our patents may be denied, the possibility that third parties will be able to compete against us without infringing our patents and the possibility that our products may infringe patent rights of third parties.

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

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

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

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

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

Our operating results are affected by the highly cyclical nature of and general economic conditions in the semiconductor industry, including significant supply chain disruption.

We operate within the semiconductor industry, which experiences significant fluctuations in sales and profitability. Downturns in the semiconductor industry are characterized by diminished product demand, excess customer inventories, accelerated erosion of prices and excess production capacity. Various market data suggests that the semiconductor industry may be facing such a negative cycle presently, especially in the global handset market. The semiconductor industry has also faced significant global supply chain issues as a result of the impact of the COVID-19 pandemic (both on demand for devices to enable wireless connectivity and remote environments and on supply from the related imposition of government restrictions on staffing and facility operations) as well as other trends such as the increasing demand for semiconductors in automobiles, which together have resulted in the inability of fabrication plants to produce sufficient quantities of chips to meet demand, supply chain shortages and other disruptions. Numerous factors, such as the ongoing pandemic or further trade tensions between the U.S. and China, may prolong or deepen these challenges faced by the industry. Volatility or declines in the semiconductor industry could cause substantial fluctuations or declines in our revenues and results of operations.

If we determine that our goodwill and intangible assets have become impaired, we may incur impairment charges, which would negatively impact our operating results.

Goodwill represents the excess of cost over the fair value of net assets acquired in business combinations. Under accounting principles generally accepted in the United States of America, we assess potential impairment of our goodwill and intangible assets at least annually, as well as on an interim basis to the extent that factors or indicators become apparent that could reduce the fair value of any of our businesses below book value. Impairment may result from significant changes in the manner of use of the acquired asset, negative industry or economic trends and significant underperformance relative to historic or projected operating results. If we determine that our goodwill and intangible assets have become impaired, we may incur impairment charges, which could negatively impact our operating results.

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

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

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

We have significant operations in Israel, as well operations in the United States, Republic of Ireland and France. A substantial portion of our taxable income historically has been generated in Israel, and starting in 2020, also in France. ~~Currently,~~Although our Israeli and Irish subsidiaries historically, and starting in 2022 our French subsidiary as well, are taxed at rates lower than the U.S. tax ~~rates. Our French entity~~rates, the tax ~~rate is 26.5% and higher than current U.S.~~rates in these jurisdictions could nevertheless result in a substantial increase as a result of withholding tax ~~rates.~~expenses with respect to which we are unable to obtain a refund from the relevant tax authorities. If our Israeli, French and Irish subsidiaries were no longer to qualify for these lower tax rates or if the applicable tax laws were rescinded or changed, our operating results could be materially adversely affected. Moreover, if U.S. or other authorities were to change applicable tax laws or successfully challenge the manner in which our subsidiaries’ profits are currently recognized, our overall tax expenses could increase, and our business, cash flow, financial condition and results of operations could be materially adversely affected. Also our taxes on the Irish interest income may be double taxed both in Ireland and in the U.S. due to U.S. tax regulations and Irish tax restrictions on net operating losses to offset interest income. In addition, our Israeli interest income also may be taxed both in Israel and the U.S due to different Controlled Foreign Corporation rules. Last, a mix of our revenues in each of these locations may change the mix of our taxable income, and as a result, our overall tax rate may increase, as we encountered in ~~the first quarter of~~ 2021, specifically due to higher taxes in France.

The anti-takeover provisions in our certificate of incorporation and bylaws could prevent or discourage a third party from acquiring us.

Our certificate of incorporation and bylaws contain provisions that may prevent or discourage a third party from acquiring us, even if the acquisition would be beneficial to our stockholders. Our board of directors also has the authority to fix the rights and preferences of shares of our preferred stock and to issue such shares without a stockholder vote. Our bylaws also place limitations on the authority to call a special meeting of stockholders. We have advance notice procedures for stockholders desiring to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders. In addition, these factors may also adversely affect the market price of our common stock, and the voting and other rights of the holders of our common stock.

Our stock price may be volatile so you may not be able to resell your shares of our common stock at or above the price you paid for them.

Announcements of developments related to our business, announcements by competitors, quarterly fluctuations in our financial results, changes in the general conditions of the highly dynamic industry in which we compete or the national economies in which we do business, and other factors could cause the price of our common stock to fluctuate, perhaps substantially. For example, if we fail to achieve our ~~near-term~~near term financial guidance, ~~or longer-term 2022 strategic goals announced at our analysts day in January 2019,~~ or fail to show overall business growth and expansion, our stock price may significantly decline. In addition, in recent years, the stock market has experienced extreme price fluctuations, which have often been unrelated to the operating performance of affected companies. These factors and fluctuations could have a material adverse effect on the market price of our common stock.

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

~~There were no~~The table below sets forth the information with respect to repurchases of our common stock during the three months ended ~~September~~June 30, ~~2021.~~2022.

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, 2022 to April 30, 2022)	__		__		__			497,608
Month #2 (May 1, 2022 to May 31, 2022)		121,729	$	32.74		121,729		375, 879
Month #3 (June 1, 2022 to June 30, 2022)		14,362	$	32.83		14,362		361,517
TOTAL		136,091	$	32.75		136,091		361,517	(2)

(1)

(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


10.1†	Registrant’s Amended and Restated 2011 Stock Plan
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	The following materials from CEVA, Inc.’s Quarterly report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2021,~~2022, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income (Loss), (ii) the Condensed Consolidated Balance Sheet, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Comprehensive Income (Loss), (v) Condensed Consolidated Statements of Changes in Stockholders’ Equity, and (vi) Notes to Condensed Consolidated Financial Statements.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

† Indicates management compensatory plan or arrangement.

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: ~~November~~August 9, ~~2021~~2022	By: /s/ GIDEON WERTHEIZER
	Gideon Wertheizer Chief Executive Officer (principal executive officer)

Date: ~~November~~August 9, ~~2021~~2022	By: /s/ YANIV ARIELI
	Yaniv Arieli Chief Financial Officer (principal financial officer and principal accounting officer)

Net assets (including cash in the amount of $600)	$	755
Intangible assets		5,300
Goodwill		24,436
Total assets	$	30,491

Identifiable Intangible Assets	Estimated Fair Value		Weighted-Average Estimated Useful Life in Years
Customer relationships	$	4,820		5.5
Customer backlog		262		1.5
Patents		218		5.0
Total identifiable intangible assets	$	5,300

		Remainder of 2021				2022				2023
License and related revenues		$	13,849			$	9,405			$	2,207

The remainder of 2021	$	885
2022		3,284
2023		1,636
2024		798
2025		818
2026 and thereafter		2,370
Total undiscounted cash flows		9,791
Less imputed interest		489
Present value of lease liabilities	$	9,302

2021	$	918
2022		3,661
2023		2,826
2024		2,772
2025		2,483
2026 and thereafter		1,174
	$	13,834