Thank you, Rocco. Good morning, everyone, and welcome to CEVA's third quarter 2022 earnings conference call. I'm joined today by Gideon Wertheizer, Chief Executive Officer; and Yaniv Arieli, Chief Financial Officer of CEVA. Gideon will cover the business aspects and highlights for the second quarter and provide general qualitative data. And Yaniv will then cover the financial results for the third quarter and also provide guidance for the fourth quarter and full-year 2022. I'll start with the forward-looking statements. Please note that today's discussions contain 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. Forward-looking statements include statements regarding market trends and dynamics, including anticipated growth in wireless and Edge AI adoption and growing market share in Japan; our market position and strategy, including expansion of our design pipeline, increases to our IP content, revenue diversification and our abilities to develop partnerships with key customers and OEMs and to increase license fees and royalty ASPs; impacts of global economic uncertainty and COVID on our business, including royalties; demand for and benefits of our technologies; expectations and financial guidance regarding future performance, including for the full-year 2022 and anticipated royalties for 2023; and the timing and impact of changes to CEVA’s management. For information on the factors that could cause a difference in our results, please refer to our filings with the Securities and Exchange Commission. These include: the scope and duration of the pandemic, including continued restrictions in China; the extent and length of the restrictions associated with the pandemic and the impact on customers, consumer demand and the global economy generally; the ability of CEVA’s IPs for smarter, connected devices to continue to be strong growth drivers for us; our success in penetrating new markets and maintaining our market position in existing markets; the ability of new products incorporating our technologies to achieve market acceptance; the speed and extent of the expansion of the 5G and IoT markets; our ability to execute more base station & IoT license agreements; the effect of intense industry competition and consolidation; global chip market trends, including supply chain issues as a result of COVID-19 and other factors; and our ability to successfully integrate Intrinsix into our business. CEVA assumes no obligation to update any forward-looking statements or information, which speaks as of their respective dates. With that said, I will now hand the call over to Gideon.

Thank you, Richard. Welcome everyone and thank you for joining us today. CEVA managed to deliver year-over-year revenue growth, both in licensing and royalties, during a difficult economic climate. This highlights our diverse product portfolio and resilient business model. We continue to gain momentum with our wireless and Edge AI adoptions across an expanding customer base, as can be seen by our licensing revenue achievements. Our royalty composition shows notable strength in 5G RAN, while lower handset baseband royalties reflect adjustments to inventory levels at the back of a slowdown in consumer demand. Revenue for the third quarter came in at $33.7 million, up 3% on a year-over-year basis. The licensing environment continues to outperform, delivering $22.3 million in licensing revenue, on the back of 18 licensing agreements. Customer agreements this quarter are for a broad range of market segments, among which are ADAS, Wi-Fi devices and access points, wireless audio devices, satellite communication and more. We are also expanding our design pipeline resulting from the unique specialty and focus of our Intrinsix business unit in the defense and RF design spaces. China and the U.S. were the larger drivers for our business in the quarter, while Japan is also becoming an important market for us, due to its large automotive and industrial activities there. Royalty revenue came in at $11.4 million, up 2% on a year-over-year basis. Handset baseband royalty was up 16% year-over-year, but down 20% sequentially, reflecting the weakening economy and inventory adjustments. Our base station IoT royalties, on the other hand, were down 3% year-over-year, but up 16% sequentially, driven by growing 5G RAN shipments, as our two larger OEMs are benefiting from share gain in China and continued 5G CapEx investment in the U.S. Also of note, an OEM customer of ours recently won the majority share of a very sizable RAN deployment in India, which will further contribute to our royalties starting from next year. Overall, the diversity of product and customers we have under the base station and IoT category led us to report our second highest royalty revenue quarter of $8.2 million for this category and helps us to mitigate headwinds in the consumer and mobile spaces. A noteworthy development in relation to our diversity was the third quarter launch of a new wearable device from a major OEM that is enabled by our cellular technology. That being said, the further deterioration of consumer demand, coupled with extended COVID-19 restrictions in China, is driving OEMs across the handset and consumer electronic industries to adjust their inventory levels. As a result, our royalties are not expected to grow in the fourth quarter as we reach the holiday season. We remain prudent in managing our investments to drive our diversification strategy and continue to keep a close eye on and monitor our operating expenses. Let me spend the next few minutes to update you on other aspects of our growth strategy, which is to increase our IP content by going up in the value chain and by licensing software IP to OEMs. We believe this will enable us to develop a trusted partnership with our key customers and will lead to higher license fees and royalty ASP. We recently announced the Penta-G RAN platform, which extends our portfolio for the 5G RAN market beyond the DSP cores that we already licensed to the top tier base station OEMs. Penta-G RAN is a comprehensive solution that offers a full baseband chain through the integration of CEVA DSPs, our proprietary modem accelerators, AI engine, and the related software all required to enable baseband processing for various RAN settings. Penta-G RAN reduces the high entry barriers for the RAN chipset market, which is currently exclusive to a very few large OEMs, who build their own ASICs or use Xilinx FPGA. It paves the way for semis and OEMs, who want to penetrate the space at the back of disaggregation in RAN architectures and the growing adoption of Open RAN, active antennas, Massive MIMO, small cells, and very promising private networks. The 5G market poses diversified and secular growth opportunities for CEVA, and the Penta-G RAN proposition will increase our license revenue and royalty ASP. The other aspect of our strategy is revenue diversification via software IP to OEMs, which we recently started to engage with customers. We have discussed in the past our strength in wireless and audio IP for wearable devices such as True Wireless Audio, gaming headsets, smartwatches, hearing aids, and down the road, VR and XR headsets. We have more than 50 licensees using our technologies, and our annual shipment unit into this space surpassed 500 million units last year. These semis and their OEM customer base form a sizable ecosystem of users that need software IP on top of our hardware IP. In the last few years, we have invested in building up a software IP technology base that includes spatial audio, AI-based environmental noise cancellation, voice recognition, and IMU-based activity detection. We are taking advantage of our ecosystem to engage and license software IP directly to the OEM. We already signed up a top five headset OEM that will use our software IP technologies on top of a chip using our hardware IP. We are actively pursuing and evaluating other OEMs and believe this poses a sizable opportunity to grow our royalty base. In summary, CEVA is performing well during a challenging environment. We are focusing on things that are within our control and maximizing the available licensing market. Our strategy and dominance in wireless and smart sensing enable us to continue to grow our customer base, and as I pointed earlier, we are looking at content increase and software IP to further monetize our valued technology. With that said, we are mindful of the current challenging macro environment and will remain disciplined and prudent in focusing our investments on differentiation and shareholder value. Last, before handing over the call to Yaniv for the financials, after more than 17 years as the CEO of CEVA, I have decided to retire from the CEO position as of December 31 this year, while continuing to serve as a Board Member focusing on growth strategies. It was a great honor to serve you over these years where through organic investments and M&A, we managed to transform and pivot CEVA on wireless and smart sensing excellence. In looking back over these years, focusing on technologies that reduce entry barriers for our customers made us stronger and more resilient. CEVA carries a great promise, its technology edge is indisputable, and its vibrant and relentless culture enables it to see ahead and be committed to execute on this. Gordon Moore of Intel used to say, it's always the next generation that drives the business cycle, which I believe more represents the CEVA DNA these days. As we announced this morning, Amir Panush will take over the CEO role starting January 1, 2023. Amir has an excellent track record of leadership at large technology companies, including TDK, InvenSense, and Qualcomm and has strong relationships within the industry, with many intersections with CEVA’s target markets. I believe there is no limit to where Amir can take CEVA from here and the markets it will expand into under his leadership. I am excited about how this will play out for CEVA and its shareholders. To all CEVA employees, I’d like to take this opportunity to thank you for your tireless devotion in driving the CEVA strategy and promise. CEVA is giving you the platform to maximize your innovations and to witness how these are proliferated across many products and markets. I am proud of your achievements and confident that with Amir in the lead, CEVA will continue to be an exciting place to work and grow. Let me now turn the call over to Yaniv for the financials.

Thank you, Gideon. I wish you all the best in your upcoming retirement and thank you on behalf of CEVA’s management team and employees for many years of achievements, joint work and efforts and partnership. I’ll now start by reviewing the results of our operations for the third quarter of 2022. Revenue for the third quarter was up 3% to $33.7 million, as compared to $32.8 million for the same quarter last year. The revenue breakdown is as follows: Licensing, NRE and related revenue was $22.3 million, reflecting 66% of our total revenues, up 3% from $21.6 million for the third quarter of 2021. Royalty revenue was $11.4 million, reflecting 34% of our total revenues, up 2% from $11.2 million for the same quarter last year. Quarterly gross margin came in lower-than-expected on a GAAP basis, but higher on a non-GAAP basis. Gross margin was 76% on a GAAP basis and 85% on a non-GAAP basis, compared to our 81% and 84% guidance on GAAP and non-GAAP, respectively. Lower GAAP quarterly gross margins were largely attributable to a one-time impairment of $2 million. Our non-GAAP quarterly gross margin excluded approximately: $0.4 million equity based compensation and $2 million of impairment as well as $0.5 million for acquired amortization. Our GAAP operating expenses for the third quarter was above the high-end of our guidance at $29.7 million, due to the same one-time impairment charges associated with the Immervision and ASTRI intangibles. OpEx also included an aggregate equity-based compensation of approximately $3.3 million and $4.6 million for the impairment and amortization and write-offs. Our non-GAAP operating expenses for the third quarter, excluding equity-based compensation expenses, impairment, amortization and write-off were $21.8 million, below the low-end of our guidance. This was due to positive FX effects on our expenses, lower outsourcing costs and overall compensation-related expenses. Our GAAP operating loss for the third quarter was $4 million, down from a GAAP operating profit of $1.7 million in the same quarter a year ago. GAAP quarterly operating profit included one-time equity-based compensation of $3.7 million; and the impact of the amortization of the acquired intangibles of $1.3 million; $0.3 million of costs associated with the Intrinsix acquisition and the $5.5 million associated with impairments. Our non-GAAP operating profit was $6.9 million, up 4% from the third quarter of 2021. For the first nine months of 2022, our non-GAAP operating profit was up 9% year-over-year to $16.9 million, illustrating the growing operating leverage we have achieved as we scale the business. In the third quarter, we wrote off $15.7 million of deferred tax assets, including withholding tax assets that we will not be able to utilize as a tax credit, which was recorded in the tax line. Non-GAAP tax was $2.2 million or 34% pre-tax income, higher than usual, as we now record tax expenses based on the withholding tax amounts when revenues are recognized at the applicable tax rate of 5%, 10%. Our U.S. GAAP loss for the quarter was $21.3 million and diluted loss per share was $0.96 for the quarter, as compared to a net loss of $0.2 million and diluted loss per share of $0.01 for the third quarter of 2021. Our non-GAAP net income and diluted EPS for the third quarter were $4.7 million and $0.20, flat year-over-year. Non-GAAP net income and diluted EPS for the third quarter excluded all the items I previously mentioned. With respect to other related data, shipped units by CEVA’s licensees during the third quarter of 2022 were 357 million units, down 23% from the third quarter of 2021 reported shipments. Of the 357 million units reported, 78 million units, or 22%, were for handset baseband chips. Base station and IoT product shipments was 279 million units, down 20% sequentially and down 31% year-over-year. Also in the quarter, we learned that one of our customers has begun to deploy its cellular modem technologies in a high-profile IoT device for the consumer market. Accordingly, these royalties are being reported as cellular IoT royalties. Overall, base station and IoT royalties in the quarter were the second highest on record, reaching $8.2 million. As for the balance sheet items, as of the end of September 2022, our cash, cash equivalent balances and marketable securities were $144 million. We continued our buyback program by repurchasing approximately 83,000 shares for $2.3 million. And as of today, around 280,000 shares are still available for repurchase. Our DSO’s for the third quarter was lower than the norm at 31 days, down from 44 days in the prior quarter, which is closer to our norm level. During the third quarter, we generated $1.8 million cash from operating activities, our depreciation and amortization was $1.9 million, and the purchase fixed asset was $0.8 million. At the end of the third quarter, our headcount including the Intrinsix team was 494 people, of whom 411 were engineers. This is up from a total of 492 people at the end of June. Now for the guidance. As Gideon elaborated earlier, the smartphone and consumer electronics markets are suffering from softer demand, extended COVID-19 measures in China and elevated inventories. We expect this to prolong into the fourth quarter and anticipate our royalty revenue to be lower by about 10% sequentially. Our licensing business is showing good resilience, despite the uncertainty and is expected to be at similar elevated levels of around $22 million. On an annual basis, our revenue is expected to be in the range of $132.5 million to $135 million, which will represent 8% to 10% annual growth over 2021. Our non-GAAP net income and diluted EPS are also forecasted to show growth of approximately 14% and 12% over 2021, respectively, despite the issues faced this year. Specifically for the fourth quarter, gross margin is expected to be approximately 80% on a GAAP basis and 82% on a non-GAAP basis, excluding an aggregate $0.4 million of equity-based compensation expenses and $0.4 million of amortization of acquired intangibles. OpEx for the fourth quarter should be lower than the third quarter. For the fourth quarter, GAAP based OpEx is expected to be in the range of $25.8 million to $26.3 million. Of the anticipated total operating expenses for the quarter, $3.6 million is expected to be attributable to equity-based compensation expenses, $0.3 million to the Intrinsix holdback-related expenses, and $0.5 million for amortization of acquired intangibles. Non-GAAP OpEx is also expected to be lower than the third quarter, as we take immediate measures to align our expense base, and in the range of $20.8 million to $21.8 million. Net interest income is expected to be approximately $400,000 and taxes for the fourth quarter is expected to be approximately 27% to 29% on a non-GAAP basis. Lastly, share count for the fourth quarter is expected to be 24.2 million shares.

Thank you. Thanks for taking my question and congratulations Gideon. All the best and enjoy your retirement. Congratulations on the successful career.

Thank you.

As we look at the 5G rollout in India, how would you compare that to the rollout you saw in China?

When it comes to 5G round, there are three significant rollouts in the base station. One is China of course, the second one is U.S. and the third one is India. These are the largest places where you have the amount of base station. The China and the U.S. rollout is underway. We expect to go to the next generation, specifically in China. We mentioned this is now ongoing from two respects: one is share gain after Huawei's stockpiles are coming to an end and our customers are getting there with more advanced technology. It’s actually our most advanced DSP and the most advanced DSP today in the market. India specifically is an untapped area, and we start from scratch. Our customers, as we mentioned, got a significant chunk of the tenders there with the Tier 1. It's hard to know, it's sizable. It's a very big area; I don't know about China, it’s not as big as China, but it's for sure bigger than the U.S. The pace of how fast they'll roll out this year is to be determined. But from our standpoint, since we are starting from basically zero, it should be noticeable.

Thanks for that. Could you explain how the contracts for licensing software intellectual property differ from those for circuit or hardware intellectual property?

Yes, that's a very good question because it relates to how we monetize our dominance in connectivity and chipsets. When we license our chip designs to semiconductor companies, they manufacture the chips and then work with OEMs to create the products. The OEMs need to either develop or license a significant amount of software. The use of our DSPs provides us with an advantage since if we supply the software, we can optimize it due to our deep understanding of our intellectual property. The model for software IP typically involves royalties based on a percentage of the end product's average selling price, with the licensing fee being relatively small. It can also include non-recurring engineering costs, so we don't anticipate significant changes in licensing because of this software IP. However, we expect to see a rollout of products, specifically headsets based on our technology, as early as next year, which will contribute to our royalty revenue starting then.

Okay, great. Thanks for that explanation and all the best again.

Okay. Thank you.

Yes. Hi. Thank you for taking my questions. I was wondering if you could give any color around changing in customer demand. You touched on the softness with the handsets and the smartphones. If you could just talk about some of the trends you're seeing with the other verticals?

Yes. We perceive that the demand is largely influenced by two uncommon events. Typically, this is cyclical; when inventory increases due to lower sell-through or reduced demand for the end product, it occurs occasionally. However, this year is different because we are transitioning from a supply-constrained situation where OEMs built inventory not due to demand, but rather due to supply shortages. They ordered whatever they could. Currently, we are experiencing improved supply, but demand is decreasing due to inflation and other economic factors, leading to higher than normal inventory levels. This situation is likely to stabilize soon as demand decreases, and it should take a few quarters to reach a normalized inventory level before we see demand or shipments increase. I don't believe this will persist for long; it's simply a matter of adjusting inventory levels before demand picks up. The main impact is observed in the mobile sector, where we see notable changes, as well as in consumer products. However, since we are highly diversified with many offerings, we are not seeing widespread effects. What helps mitigate these changes are our operations in Germany, along with base stations and IoT, which remain unaffected by these inventory and demand issues.

Great. I had one more thing which Gideon explained and your question only applies right now to our royalty revenue line and not to license. The licensing front we see all over the place, whether it's China or the U.S. we still see a lot of the chip design starts and the trends that start off with COVID haven't really slowed down. The demand for royalties is something else and then product, but not on the innovation and the needs for chips for so many different market segments. So that's still healthy. We've seen the numbers over the past three quarters. I know this is also the guidance for us for the fourth quarter same level and same type of execution that we will try to achieve.

Got it. Yes, thanks. That's really helpful color. And additionally, given your solid cash position, I'm wondering if you're looking at the M&A environment any differently considering valuation levels have dropped off maybe a little bit? Is there anything you can comment on as to your pipeline? Or how you view acquisitions in the near future?

Let me clarify that for you. I don't believe there have been any significant changes. While valuations have shifted, the key issue for CEVA is how we move forward in the post-Gideon era. We need to consider what markets to target and what additions we can make to the IP model to enhance our business, profitability, growth, and ultimately shareholder value. Currently, we have around $144 million, with approximately $7 million spent on buybacks earlier this year. I expect this will be one of the topics we discuss at the upcoming meeting when our new member joins next year and begins to familiarize themselves with the company and its future opportunities. Although we don't have any immediate plans for mergers and acquisitions, it is certainly part of CEVA's future strategy to pursue intriguing technologies or enhancements that have proven successful in the past and can help us transition to the next phase ahead.

Great. Got it. Thank you. That's it for me.

Thank you, Chris.

Hey, everyone. Thanks for the opportunity to ask a question. This is Sean O'Loughlin filling in for Matt, who is currently listening in while being guided through TSA at JFK Airport. Congratulations, Gideon. I want to ask about the Penta-G RAN platform. It seems like a significant advancement in your 5G infrastructure efforts. Can you share any initial customer feedback or early design wins since the platform became generally available? Additionally, could you explain the reasoning behind this product line? Was it driven by customer demand, or did you identify an opportunity to enter the private 5G radio network market?

Thank you for your question. These are significant topics we have been considering for some time. There is a major difference in the base station architecture and supplier landscape between LTE and 5G. In LTE, the architecture was fully vertically integrated, with companies like Huawei, Nokia, Ericsson, ZTE, and to a lesser extent, Samsung controlling the entire base station equipment and manufacturing chips for that purpose. We benefited from this model, as two out of those five companies utilize our technology exclusively. In contrast, 5G has a much more widespread architecture with new usage models beyond just servicing handsets; it also includes industrial applications, automotive, cellular IoT, and smart meters, all contributing to the new 5G mission. This has revolutionized the architecture, creating new form factors such as small cells, private networks, active antennas, and open RAN. These diverse solutions are attracting numerous newcomers to the market, including semiconductor companies and new OEMs looking to produce their own chips, alongside countries like India seeking independence in this space. We have received many inquiries regarding this transition. We identified a gap between our traditional licensing model for DSP processes and what customers need to become independent. Consequently, we developed a platform called Penta-G RAN, which offers a more comprehensive and integrated solution, encompassing not just DSPs but also other components necessary for the digital aspects of base stations, including antennas. Our discussions with customers indicate that this solution meets their needs effectively. We are optimistic about our prospects as we move up the value chain; we are no longer limited to large companies with extensive R&D capabilities but are also addressing smaller firms, whether semiconductor companies or operators in India intending to build chips. We also see substantial interest from open RAN companies. Our offerings, which include additional software and design support through Twin Six, place us in an exciting position. After considerable time building momentum, our 5G solutions have become the preferred choice, especially during these challenging times when many sectors are experiencing headwinds. This trend appears to be sustainable.

Yes. Very helpful, very helpful summary there. And then if I could just summarize and then maybe ask a second question on that Penta-G platform. But it sounds like then what you're looking to do is not necessarily allow customers to directly compete with the Nokia and Ericsson of the world, but rather just to implement them in the smaller or more niche areas than would maybe normally be served by those large OEMs. So is that the right way? And then do you have an internal estimate for maybe like the size of this opportunity? And then finally, like when should we think about materiality to the model there?

Yes, that's an accurate perspective of what the idea is. The idea is to reduce the entry barriers for the newcomer. Now there are all sorts of estimations about how big it is. For us, it's a bit difficult to decipher the timeline of what it's going to do. The focus now is to engage with customers and see this under the licensing revenue. And what is, as you know, in this space, is higher significantly where we charge for consumer electronics because we have a higher share and the volume is lower. It's a promising space and our focus now is just to engage with those customers that want to get into this market, and as I said, there are plenty.

Thank you.

Thank you for taking my question. And again please I would also include my congratulations to you, Gideon, on your upcoming retirement. Thank you so much. My question on the quarter is, what's your view on the inventory reduction period that you see in handsets and consumer electronics? And how long would it last in your opinion into 2023?

Yes. For where we are in the value chain, it’s not exactly how long will it take. I heard Qualcomm is saying it's two quarters, and we are in the same space with them. So I would think about in a similar way that it’s two quarters before we get to a normal level of inventory that we start seeing demand picking up.

Got it. Thank you. And a follow-up on the relevant impact on licensing activities. I know you haven't seen any licensing activity slowing down, but do you think that other macro factors could have either a negative or positive impact on your licensing into next year?

You know, at least when it comes to Q4, we don't see indications for such a thing. Of course, licensing can be lumpy; people can make decisions. I would say that places like China still look beyond the crisis. Everybody knows that's temporary; still relates to COVID and the demand for chips and connected devices, that's something that is sustainable. And we don't see right now any slowdown in the adoptions of starting of new projects where our IP gets into the picture.

Thank you very much and congrats again.

Thanks, Martin.

Hi, Gideon. Hi, Yaniv. Gideon I congratulate you on your retirement, but I don't think you know quite how to retire. So we'll see how this goes.

Thank you.

Yes, so the 5G edge, thank you for the answer before, very detailed on the prior question. But I'm wondering since there are new players in semis and OEMs, if they're considering just, kind of leapfrogging doing 5G like in Ericsson and Nokia and just including AI at the edge or including Wi-Fi and putting it all together? Are you seeing those kind of fixed wireless asset type of access, kind of boxes that are kind of a combine all that?

Yes, Suji, I believe it varies by product and is not necessarily a standout feature. Everyone developing for 5G, whether it's for macro installations, small cells, or antennas, considers AJI functionality. That's precisely where we come into play. We're not entering the Nvidia arena where developers have well-defined applications and specific performance metrics in mind; that's where we fit in. Additionally, in China, due to export controls and limitations on AI for Edge AI applications like servers or compute, there's a noticeable trend. They are opting to enhance end devices, making them smarter by shifting processing from the cloud to the device itself, be it a surveillance camera, smartphone, or vehicle. We are observing significant interest in China for integrating Edge AI directly into devices to transfer more functionality away from, let's say, current limitations in cellular AI.

That's a very interesting perspective. Thanks, Gideon. And then also just a follow-up on the automotive business. Can you just talk about updates as to the automotive customers regarding the timing of revenue there? What's the progress?

This is the industry that you have to take a deep breath before you see something. Once you see it, it's a 10-year cycle. I believe that when it comes to us, we're going to see 2024, 2025, a size of about millions, rollout of chips based on technology. It's an ongoing process. They have to follow the steps that they need, safety and qualification and go up to Tier 1 OEMs and build the cars. So 2024, 2025, that's the latest update we got for those customers that use us.

Okay, thanks. Congratulations again, Gideon. Thank you.

Thank you.

Thank you all for joining us today and for your continued interest in CEVA. The prepared remarks for this conference call are available in the current report on Form 8-K found in the Investors section of the CEVA website. Regarding upcoming events, we will be attending the Wells Fargo 6th Annual TMT Summit from November 29 to December 1 in Las Vegas. We will also be at the Consumer Electronics Show (CES) from January 5 to 8, 2023, in Las Vegas, where our CEO Gideon and our new CEO Amir Panush will be present. Additionally, we will attend the 25th Annual Needham Growth Conference from January 10 to 12 in New York. More information about these events and our participation can be found in the Investors section of our website. Thank you and goodbye.

Thank you, sir. This concludes today's conference call. We thank you all for attending today's presentation. You may now disconnect your lines and have a wonderful day.