x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the quarterly period ended: June 30, 2006 | |
OR
|
|
o | REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
For the transition period from to |
Delaware
|
77-0556376
|
(State
or Other Jurisdiction of Incorporation or
Organization)
|
(I.R.S.
Employer Identification No.)
|
2033
Gateway Place, Suite 150, San Jose, California
|
95110-1002
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Large accelerated filer ¨ | Accelerated filer x | Non-accelerated filer ¨ |
|
Page
|
|
PART I. FINANCIAL
INFORMATION
|
|
|
Item 1. Financial
Statements (Unaudited)
|
4
|
|
Interim
Condensed Consolidated Balance Sheets at June 30, 2006 and December
31,
2005
|
4
|
|
Interim
Condensed Consolidated Statements of Operations for the three and
six
months ended June 30, 2006 and 2005
|
5
|
|
Interim
Statements of Changes in Stockholders’ Equity for the six months ended
June 30, 2006 and 2005
|
6
|
|
Interim
Condensed Consolidated Statements of Cash Flows for the three and
six
months ended June 30, 2006 and 2005
|
7
|
|
Notes
to the Interim Condensed Consolidated Financial Statements
|
9
|
|
Item 2. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
15
|
|
Item 3. Quantitative
and Qualitative Disclosures About Market Risk
|
21
|
|
Item 4. Controls
and Procedures
|
21
|
|
PART II. OTHER
INFORMATION
|
|
|
Item 1. Legal
Proceedings
|
21
|
|
Item 1A. Risk
Factors
|
21
|
|
Item 4. Submission
of Matters to a Vote of Security Holders
|
28
|
|
Item 6. Exhibits
|
28
|
|
SIGNATURES
|
29
|
·
|
Our
belief that given the complexity of applications for DSPs, there
is
increasingly an industry shift away from the traditional approach
of
licensing standalone DSPs, and towards licensing highly integrated
application platforms incorporating all the necessary hardware
and
software for their target applications, and that we are well
positioned to
take full advantage of these
trends;
|
·
|
Our
understanding is that CEVA is the only company to date that has
managed to
demonstrate H.264 DVD-quality video in software on silicon, and
that this
technology generated a good amount of interest from potential
customers;
|
·
|
Our
hope that the adoption of a national 3G standard by the Chinese
government
in January 2006 will offer CEVA licensing opportunities in China;
and
|
·
|
Our
anticipation that our current cash on hand, short term 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 the divestment of the GSP technology and associated
business
will result in quarterly operating cost savings of approximately
$700,000.
|
·
|
Our
belief that a successful surrender of our long-term lease in
Ireland will
result in an associated cash outflow of approximately $3.2 million
in
2006
|
June
30,
2006
|
December
31,
2005
|
||||||
Unaudited
|
Audited
|
||||||
ASSETS
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
30,113
|
$
|
35,111
|
|||
Short
term bank deposits
|
9,836
|
8,335
|
|||||
Marketable
securities
|
23,644
|
18,174
|
|||||
Trade
receivables, net
|
6,086
|
6,159
|
|||||
Deferred
tax assets
|
543
|
600
|
|||||
Prepaid
expenses
|
769
|
1,040
|
|||||
Other
current assets
|
1,267
|
1,042
|
|||||
Total
current assets
|
72,258
|
70,461
|
|||||
Severance
pay fund
|
2,205
|
1,912
|
|||||
Deferred
tax assets
|
382
|
292
|
|||||
Property
and equipment, net
|
2,111
|
3,226
|
|||||
Investment
in other company, net (see Note 3)
|
4,233 | - | |||||
Goodwill
|
36,498
|
38,398
|
|||||
Other
intangible assets, net
|
284
|
1,460
|
|||||
Total
assets
|
$
|
117,971
|
$
|
115,749
|
|||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Current
liabilities:
|
|||||||
Trade
payables
|
$
|
630
|
$
|
548
|
|||
Accrued
expenses and other payables
|
8,929
|
7,778
|
|||||
Taxes
payable
|
363
|
442
|
|||||
Deferred
revenues
|
377
|
453
|
|||||
Total
current liabilities
|
10,299
|
9,221
|
|||||
Long
term liabilities:
|
|||||||
Accrued
severance pay
|
2,337
|
2,100
|
|||||
Accrued
liabilities
|
1,967
|
2,195
|
|||||
Total
long-term liabilities
|
4,304
|
4,295
|
|||||
Stockholders’
equity:
|
|||||||
Common
Stock:
|
|||||||
$0.001
par value: 100,000,000 shares authorized; 19,149,408 and 18,923,071
shares
issued and outstanding at June 30, 2006 and December 31, 2005,
respectively
|
19
|
19
|
|||||
Additional
paid in-capital
|
140,971
|
138,818
|
|||||
Accumulated
deficit
|
(37,622
|
)
|
(36,604
|
)
|
|||
Total
stockholders’ equity
|
103,368
|
102,233
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
117,971
|
$
|
115,749
|
Six
months ended
June
30,
|
Three
months ended
June
30,
|
||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Unaudited
|
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||
Revenues:
|
|||||||||||||
Licensing
and royalties
|
$
|
14,615
|
$
|
17,066
|
$
|
7,455
|
$
|
8,219
|
|||||
Other
revenue
|
1,931
|
2,503
|
957
|
1,309
|
|||||||||
Total
revenues
|
16,546
|
19,569
|
8,412
|
9,528
|
|||||||||
Cost
of revenues
|
2,030
|
2,409
|
1,135
|
1,116
|
|||||||||
Gross
profit
|
14,516
|
17,160
|
7,277
|
8,412
|
|||||||||
Operating
expenses:
|
|||||||||||||
Research
and development, net
|
9,889
|
10,441
|
4,873
|
5,515
|
|||||||||
Sales
and marketing
|
3,377
|
3,236
|
1,606
|
1,560
|
|||||||||
General
and administrative
|
2,958
|
3,082
|
1,474
|
1,611
|
|||||||||
Amortization
of intangible assets
|
331
|
441
|
141
|
218
|
|||||||||
Reorganization
and severance charge
|
-
|
1,657
|
-
|
1,657
|
|||||||||
Impairment
of assets
|
-
|
510
|
-
|
510
|
|||||||||
Total
operating expenses
|
16,555
|
19,367
|
8,094
|
11,071
|
|||||||||
Operating
loss
|
(2,039
|
)
|
(2,207
|
)
|
(817
|
)
|
(2,659
|
)
|
|||||
Financial
and other income, net
|
1,171
|
778
|
630
|
443
|
|||||||||
Loss
before taxes on income
|
(868
|
)
|
(1,429
|
)
|
(187
|
)
|
(2,216
|
)
|
|||||
Taxes
on income
|
150
|
160
|
30
|
-
|
|||||||||
Net
loss
|
$
|
(1,018
|
)
|
$
|
(1,589
|
)
|
$
|
(217
|
)
|
$
|
(2,216
|
)
|
|
Basic
net loss per share
|
$
|
(0.05
|
)
|
$
|
(0.08
|
)
|
$
|
(0.01
|
)
|
$
|
(0.12
|
)
|
|
Diluted
net loss per share
|
$
|
(0.05
|
)
|
$
|
(0.08
|
)
|
$
|
(0.01
|
)
|
$
|
(0.12
|
)
|
|
Weighted-average
number of shares of Common Stock used in computation of net loss
per share
(in thousands):
|
|||||||||||||
Basic
and Diluted
|
19,104
|
18,713
|
19,142
|
18,742
|
|||||||||
Common
stock
|
||||||||||||||||
Six
months ended June 30, 2006
|
Shares
|
Amount
|
Additional
paid-in
capital
|
Accumulated
deficit
|
Total
stockholders’
equity
|
|||||||||||
Balance
as of January 1, 2006
|
18,923,071
|
$
|
19
|
$
|
138,818
|
$
|
(36,604
|
)
|
$
|
102,233
|
||||||
Net
loss
|
—
|
—
|
—
|
(1,018
|
)
|
(1,018
|
)
|
|||||||||
Stock-based
compensation
|
—
|
—
|
1,150
|
—
|
1,150
|
|||||||||||
Issuance
of Common Stock upon exercise of stock options
|
39,945
|
—(*
|
)
|
206
|
—
|
206
|
||||||||||
Issuance
of Common Stock upon purchase of ESPP shares
|
186,392
|
—
(*
|
)
|
797
|
—
|
797
|
||||||||||
Balance
as of June 30, 2006
|
19,149,408
|
$
|
19
|
$
|
140,971
|
$
|
(37,622
|
)
|
$
|
103,368
|
Common
stock
|
||||||||||||||||
Six
months ended June 30, 2005
|
Shares
|
Amount
|
Additional
paid-in
capital
|
Accumulated
deficit
|
Total
stockholders’
equity
|
|||||||||||
Balance
as of January 1, 2005
|
18,557,818
|
$
|
19
|
$
|
136,868
|
$
|
(34,338
|
)
|
$
|
102,549
|
||||||
Net
loss
|
—
|
—
|
—
|
(1,589
|
)
|
(1,589
|
)
|
|||||||||
Stock-based
compensation
|
—
|
—
|
195
|
—
|
195
|
|||||||||||
Issuance
of Common Stock upon exercise of stock options
|
68,338
|
—(*
|
)
|
360
|
—
|
360
|
||||||||||
Issuance
of Common Stock upon purchase of ESPP shares
|
153,238
|
—
(*
|
)
|
759
|
—
|
759
|
||||||||||
Balance
as of June 30, 2005
|
18,779,394
|
$
|
19
|
$
|
138,182
|
$
|
(35,927
|
)
|
$
|
102,274
|
Six
months ended
June
30,
|
|||||||
2006
|
2005
|
||||||
Unaudited
|
Unaudited
|
||||||
Cash
flows from operating activities:
|
|||||||
Net
loss
|
$
|
(1,018
|
)
|
$
|
(1,589
|
)
|
|
Adjustments
required to reconcile net loss to net cash (used in) provided by
operating
activities:
|
|||||||
Depreciation
|
814
|
952
|
|||||
Impairment
of tangible assets
|
—
|
110
|
|||||
Amortization
of intangible assets
|
331
|
446
|
|||||
Impairment
of intangible assets
|
—
|
400
|
|||||
Stock-based
compensation
|
1,150
|
195
|
|||||
Gain
from sale of property and equipment
|
—
|
(5
|
)
|
||||
Loss
on marketable securities
|
79
|
61
|
|||||
Accrued
interest on short term bank deposits
|
(121
|
)
|
—
|
||||
Unrealized
foreign exchange loss (gain)
|
27
|
(92
|
)
|
||||
Gain
on realization of investment
|
(57
|
)
|
—
|
||||
Marketable
securities
|
(5,549
|
)
|
9,016
|
||||
Changes
in operating assets and liabilities:
|
|||||||
Decrease
in trade receivables
|
73
|
1,418
|
|||||
(Increase)
decrease in other current assets and prepaid expenses
|
130
|
(1,565
|
)
|
||||
Increase
in deferred income taxes
|
(33
|
)
|
(8
|
)
|
|||
Increase
in trade payables
|
6
|
92
|
|||||
(Decrease)
increase in deferred revenues
|
(76
|
)
|
305
|
||||
Decrease
in accrued expenses and other payables
|
(98
|
)
|
(572
|
)
|
|||
Decrease
in taxes payable
|
(79
|
)
|
(31
|
)
|
|||
(Decrease)
increase in accrued severance pay, net
|
(56
|
)
|
34
|
||||
Net
cash (used in) provided by operating activities
|
(4,477
|
)
|
9,167
|
||||
Cash
flows from investing activities:
|
|||||||
Purchase
of property and equipment
|
(221
|
)
|
(660
|
)
|
|||
Proceeds
from sale of property and equipment
|
—
|
8
|
|||||
Purchase
of technology
|
—
|
(71
|
)
|
||||
Proceeds
from realization of investment
|
57
|
—
|
|||||
GloNav
transaction and related costs
|
(265
|
)
|
—
|
||||
Investment
in short term bank deposits
|
(1,380
|
)
|
—
|
||||
Net
cash used in investing activities
|
(1,809
|
)
|
(723
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Proceeds
from issuance of Common Stock upon exercise of options
|
206
|
360
|
|||||
Proceeds
from issuance of Common Stock under employee stock purchase
plan
|
797
|
759
|
|||||
Net
cash provided by financing activities
|
1003
|
1,119
|
|||||
Effect
of exchange rate movements on cash
|
285
|
(478
|
)
|
||||
Changes
in cash and cash equivalents
|
(4,998
|
)
|
9,085
|
||||
Cash
and cash equivalents at the beginning of the period
|
35,111
|
28,844
|
|||||
Cash
and cash equivalents at the end of the period
|
$
|
30,113
|
$
|
37,929
|
|
Six
months ended
June
30,
|
||||||
|
|
2006
|
|
2005
|
|||
|
|
Unaudited
|
Unaudited
|
||||
Supplemental
disclosure of noncash activities
|
|||||||
Investment
in other company in regards to the GloNav transaction (see note
3):
|
|||||||
Goodwill
|
$
|
(1,900
|
)
|
$
|
—
|
||
Intangible
asset
|
(845
|
)
|
—
|
||||
Net
working capital
|
(522
|
)
|
—
|
||||
Other
transaction and related costs
|
(701
|
)
|
—
|
||||
Deferred
gain related to GloNav transaction
|
(1,751
|
)
|
—
|
(unaudited)
|
||||
Equity
investment in GloNav
|
$
|
5,984
|
||
Goodwill
|
(1,900
|
)
|
||
Intangible
asset
|
(845
|
)
|
||
Net
working capital
|
(522
|
)
|
||
Other
transaction and related costs
|
(966
|
)
|
||
Deferred
gain related to transaction with GloNav
|
$
|
1,751
|
(unaudited)
|
||||
Investment in other company, net: | ||||
Investment in other company | $ | 5,984 | ||
Deferred gain | (1,751 | ) | ||
Total investment in other company, net | $ | 4,233 |
Six
months ended
June
30,
|
Three
months ended
June
30,
|
||||||||||||
2006
(unaudited)
|
2005
(unaudited)
|
2006
(unaudited)
|
2005
(unaudited)
|
||||||||||
Revenues
based on customer location:
|
|||||||||||||
United
States
|
$
|
7,731
|
$
|
8,210
|
$
|
2,355
|
$
|
6,019
|
|||||
Europe,
Middle East and Africa
|
6,758
|
4,095
|
5,137
|
1,572
|
|||||||||
Asia
Pacific (1)
|
2,057
|
7,264
|
920
|
1,937
|
|||||||||
|
$
|
16,546
|
$
|
19,569
|
$
|
8,412
|
$
|
9,528
|
(1)
Japan
|
$
|
-
|
$
|
3,238
|
$
|
-
|
$
|
1,484
|
Six
months ended
June
30,
|
Three
months ended
June
30,
|
||||||||||||
2006
(unaudited)
|
2005
(unaudited)
|
2006
(unaudited)
|
2005
(unaudited)
|
||||||||||
Customer
A
|
30
|
%
|
—
|
—
|
—
|
||||||||
Customer
B
|
10
|
%
|
—
|
20
|
%
|
—
|
|||||||
Customer
C
|
—
|
—
|
17
|
%
|
—
|
||||||||
Customer
D
|
—
|
—
|
10
|
%
|
—
|
||||||||
Customer
E
|
—
|
18
|
%
|
—
|
37
|
%
|
|||||||
Customer
F
|
—
|
12
|
%
|
—
|
—
|
Six
months ended
June
30,
|
Three
months ended
June
30,
|
||||||||||||
2006
(unaudited)
|
2005
(unaudited)
|
2006
(unaudited)
|
2005
(unaudited)
|
||||||||||
Numerator:
|
|||||||||||||
Numerator
for basic and diluted net loss per share
|
$
|
(1,018
|
)
|
$
|
(1,589
|
)
|
$
|
(217
|
)
|
$
|
(2,216
|
)
|
|
Denominator:
|
|||||||||||||
Denominator
for basic net loss per share
|
|||||||||||||
Weighted-average
number of shares of Common Stock
|
19,104
|
18,713
|
19,142
|
18,742
|
|||||||||
Effect
of employee stock options
|
-
|
-
|
-
|
-
|
|||||||||
|
19,104
|
18,713
|
19,142
|
18,742
|
|||||||||
Net
loss per share
|
|||||||||||||
Basic
and Diluted
|
$
|
(0.05
|
)
|
$
|
(0.08
|
)
|
$
|
(0.01
|
)
|
$
|
(0.12
|
)
|
As
of June 30, 2006
|
||||||||||
Cost
|
Gain
(loss)
|
Market
Value
|
||||||||
Corporate
bonds and securities
|
$
|
11,240
|
$
|
14
|
$
|
11,254
|
||||
U.S.
government and agency securities
|
12,499
|
(109
|
)
|
12,390
|
||||||
|
$
|
23,739
|
$
|
(95
|
)
|
$
|
23,644
|
Six
months ended
June
30,
|
Three
months ended
June
30,
|
||||||||||||
2006
|
2006
|
||||||||||||
(unaudited)
|
(
unaudited
)
|
||||||||||||
Number
of
options
|
Weighted
average
exercise
price
|
Number
of
options
|
Weighted
average
exercise
price
|
||||||||||
Outstanding
at the beginning of the year/period
|
5,020,383
|
$
|
8.54
|
4,941,096
|
$
|
8.53
|
|||||||
Granted
|
213,500
|
6.05
|
160,000
|
5.90
|
|||||||||
Exercised
|
(39,945
|
)
|
5.15
|
(12,917
|
)
|
5.19
|
|||||||
Forfeited
|
(471,635
|
)
|
8.26
|
(365,876
|
)
|
8.16
|
|||||||
Outstanding
at the end of the period
|
4,722,303
|
$
|
8.48
|
4,722,303
|
$
|
8.48
|
|||||||
Number
of options exercisable as of June 30, 2006
|
3,000,444
|
$
|
9.67
|
3,000,444
|
$
|
9.67
|
Six
months ended
June
30,
|
Three
months ended
June
30,
|
||||||
2006
|
2006
|
||||||
(unaudited)
|
(unaudited)
|
||||||
Cost
of revenue
|
$
|
24
|
$
|
9
|
|||
Research
and development expenses
|
353
|
134
|
|||||
Sales
and marketing expenses
|
180
|
78
|
|||||
General
and administrative expenses
|
593
|
284
|
|||||
Total
|
$
|
1,150
|
$
|
505
|
Three
months ended
June
30,
|
||||
2006
|
||||
(unaudited)
|
||||
Dividend
yield
|
0%
|
|
||
Expected
volatility
|
36%
|
|
||
Risk-free
interest rate
|
5%
|
|
||
Expected
forfeiture
|
10%
|
|
||
Expected
life
|
4
Years
|
Six
months ended
|
Three
months ended
|
||||||
June
30,
|
June
30,
|
||||||
2005
|
2005
|
||||||
Net
loss as reported
|
$
|
(1,589
|
)
|
$
|
(2,216
|
)
|
|
Add
(deduct): Total stock-based employee compensation credit (expense)
determined under fair value based method for all awards, net of
related
tax effects
|
$
|
(919
|
)
|
$
|
457
|
||
Pro
forma net loss
|
$
|
(2,508
|
)
|
$
|
(1,759
|
)
|
|
Income
(loss) per share:
|
|||||||
Basic
and diluted as reported
|
$
|
(0.08
|
)
|
$
|
(0.12
|
)
|
|
Basic
and diluted pro forma
|
$
|
(0.13
|
)
|
$
|
(0.09
|
)
|
First
Half
2006
|
First
half
2005
|
Second
Quarter
2006
|
Second
Quarter
2005
|
||||||||||
Total
revenues (in millions)
|
$
|
16.5
|
$
|
19.6
|
$
|
8.4
|
$
|
9.5
|
First
half
2006
|
First
half
2005
|
Second
quarter
2006
|
Second
quarter
2005
|
||||||||||
Licensing
and royalty revenues (in millions)
|
$
|
14.6
|
$
|
17.1
|
$
|
7.4
|
$
|
8.2
|
|||||
of
which:
|
|||||||||||||
Licensing
revenues (in millions)
|
$
|
11.4
|
$
|
13.7
|
$
|
6.0
|
$
|
6.6
|
|||||
Royalty
revenues (in millions)
|
$
|
3.2
|
$
|
3.4
|
$
|
1.4
|
$
|
1.6
|
First
half
|
First
half
|
Second
quarter
|
Second
quarter
|
||||||||||||||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||||||||||||||
(in
millions, except percentages)
|
(in
millions, except percentages)
|
||||||||||||||||||||||||
United
States
|
$
|
7.7
|
47
|
%
|
$
|
8.2
|
42
|
%
|
$
|
2.4
|
28
|
%
|
$
|
6.0
|
63
|
%
|
|||||||||
Europe,
Middle East, Africa
|
$
|
6.8
|
41
|
%
|
$
|
4.1
|
21
|
%
|
$
|
5.1
|
61
|
%
|
$
|
1.6
|
17
|
%
|
|||||||||
Asia
Pacific
|
$
|
2.1
|
12
|
%
|
$
|
7.3
|
37
|
%
|
$
|
0.9
|
11
|
%
|
$
|
1.9
|
20
|
%
|
(unaudited)
|
||||
Equity
investment in GloNav
|
$
|
5,984
|
||
Goodwill
|
(1,900
|
)
|
||
Intangible
asset
|
(845
|
)
|
||
Net
working capital
|
(522
|
)
|
||
Other
transaction and related costs
|
(966
|
)
|
||
Deferred
gain related to transaction with GloNav
|
$
|
1,751
|
First
half
2006
|
First
half
2005
|
Second
quarter
2006
|
Second
quarter
2005
|
||||||||||
Financial
income, net (in millions)
)
|
$
|
1.17
|
$
|
0.78
|
$
|
0.63
|
$
|
0.44
|
|||||
of
which:
|
|||||||||||||
Interest
income and gains from marketable securities (in millions)
|
$
|
1.21
|
$
|
0.68
|
$
|
0.66
|
$
|
0.39
|
|||||
Foreign
exchange gain (loss) (in millions)
|
$
|
(0.10
|
)
|
$
|
0.10
|
$
|
(0.09
|
)
|
$
|
0.05
|
|||
Other
income
|
|||||||||||||
Gain
on realization of investment (in millions)
|
$
|
0.06
|
$
|
-
|
$
|
0.06
|
$
|
-
|
Payments
Due by Period
(in
thousands)
|
||||||||||||||||
Contractual
Obligations
|
Total
|
Less
than 1 year
|
1-3
Years
|
3-5
Years
|
More
than 5 years
|
|||||||||||
Operating
Lease Obligations - Leasehold properties
|
$
|
22,052
|
$
|
2,369
|
$
|
3,568
|
$
|
3,070
|
$
|
13,045
|
||||||
Operating
Lease Obligations - Other
|
3,039
|
1,453
|
1,586
|
—
|
—
|
|||||||||||
Purchase
Obligations
|
63
|
63
|
—
|
—
|
—
|
|||||||||||
Total
|
$
|
25,154
|
$
|
3,885
|
$
|
5,154
|
$
|
3,070
|
$
|
13,045
|
·
|
Microprocessor
IP providers, such as ARM , MIPS , Tensilica , ARC, recently began
to
offer DSP extensions to their IP.
|
·
|
SATA
IP market is highly standardized with several vendors offering
similar
products, leading to price pressure for both licensing and royalty
revenue.
|
·
|
Our
video solution is software based and competes with hardware implementation
offered by companies such as Hantro and other software solution
offered by
Hantro, Sci Works and Imagination
Technologies.
|
·
|
unexpected
changes in regulatory requirements;
|
·
|
fluctuations
in the exchange rate for the United States
dollar;
|
·
|
imposition
of tariffs and other barriers and
restrictions;
|
·
|
burdens
of complying with a variety of foreign
laws;
|
·
|
political
and economic instability; and
|
·
|
changes
in diplomatic and trade
relationships.
|
|
For
|
Withheld
|
|
|
|
|
|
Eliyahu
Ayalon
|
12,127,820
|
1,857,465
|
|
Zimon
Limon
|
13,670,157
|
315,128
|
|
Bruce
A. Mann
|
11,848,872
|
2,136,413
|
|
Peter
McManaman
|
12,098,231
|
1,877,054
|
|
Sven-Christer
Nillsson
|
13,814,828
|
170,457
|
|
Louis
Silver
|
13,744,474
|
240,811
|
|
Dan
Tocalty
|
13,812,622
|
172,663
|
For 8,082,176
|
Against 245,574
|
Abstained 12,085
|
Broker
Non-Vote 5,645,450
|
For 13,964,716
|
Against 10,719
|
Abstained 9,850
|
Broker
Non-Vote 0
|
Exhibit
No.
|
Description
|
10.21
|
CEVA,
Inc. 2006 Executive Bonus Plan (Incorporated by reference to Exhibit
10.1
filed with the Current Report of Form 8-K on May 30,
2006
|
10.22
|
Form
of Option Agreement under the CEVA, Inc. 2000 Stock Incentive
Plan
|
10.23
|
Form
of Israeli Option Agreement under the CEVA, Inc. 2000 Stock Incentive
Plan
|
10.24
|
Form
of Option Agreement under the CEVA, Inc. 2002 Stock Incentive
Plan
|
10.25
|
Form
of Israeli Option Agreement under the CEVA, Inc. 2002 Stock Incentive
Plan
|
10.26
|
Form
of Option Agreement under the 2003 Director Stock Option
Plan
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
|
32
|
Section
1350 Certification of Chief Executive Officer and Chief Financial
Officer
|
CEVA,
INC.
|
|
Date:
August 9, 2006
|
By: /s/ GIDEON
WERTHEIZER
|
|
Gideon
Wertheizer
Chief
Executive Officer
(principal
executive officer)
|
Date:
August 9, 2006
|
By: /s/ YANIV
ARIELI
|
|
Yaniv
Arieli
Chief
Financial Officer
(principal
financial officer and principal accounting
officer)
|
CEVA, INC. | ||
|
|
|
Dated: __________ | By: | |
Name:
|
||
Title: |
PARTICIPANT: | ||||
Address: | ||||
Type
of Option:
|
þ
Approved 102
Option:
|
Capital
Gain Option (CGO)
þ
;or
|
|
Ordinary
Income Option (OIO)
|
|
Unapproved
102 Option
|
|
3(i)
Option
|
CEVA,
INC.
|
||
|
|
|
Date: _________________ | By: | |
Name:
|
||
Title: __________________________________________ |
PARTICIPANT:
|
||
Address:
|
||
CEVA,
INC.
|
||
|
|
|
Dated: __________ | By: | |
Name:
________________________
Title:_____________________________
|
||
|
PARTICIPANT:
|
||
|
||
Address:
|
||
|
|
CEVA, INC. | ||||
|
|
|
||
Dated: |
|
By: |
|
|
Name:
|
|
|||
Title:
|
|
PARTICIPANT: | ||
|
|
______________________________________________ |
Address: ________________________________________ | ||
Title ________________________________________ |
CEVA,
INC.
|
||
|
|
|
Dated: ____________________ | By: | |
Name:
__________________________________
|
||
Title: ___________________________________ |
PARTICIPANT:
|
|||
Address:
|
|||
1.
|
|
I
have reviewed this Quarterly Report on Form 10-Q of CEVA, Inc. (the
“Company”);
|
2.
|
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
(a)
|
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
||
|
(c)
|
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
(d)
|
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
/s/ GIDEON
WERTHEIZER
|
Gideon
Wertheizer
|
Chief
Executive Officer
|
1.
|
|
I
have reviewed this Quarterly Report on Form 10-Q of CEVA, Inc. (the
“Company”);
|
2.
|
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
|
(a)
|
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is
being
prepared;
|
(b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
||
|
(c)
|
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
|
|
(c)
|
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
|
(a)
|
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
|
(b)
|
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
/s/ YANIV
ARIELI
|
Yaniv
Arieli
|
Chief
Financial Officer
|
|
|
|
Date:
August 9, 2006
|
By: |
/s/ GIDEON
WERTHEIZER
|
Gideon
Wertheizer
|
||
Chief
Executive Officer
|
|
|
|
By: |
/s/ YANIV
ARIELI
|
|
Yaniv
Arieli
|
||
Chief
Financial Officer
|