8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2009

CEVA, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-49842	77-0556376
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2033 Gateway Place, Suite 150, San Jose, CA	95110
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 408/514-2900

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On October 28, 2009, CEVA, Inc. (the “Company”) announced its financial results for the quarter ended September 30, 2009. A copy of the press release, dated October 28, 2009, is attached and filed herewith as Exhibit 99.1. This information, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

In addition to the disclosure of financial results for the quarter ended September 30, 2009 in accordance with generally accepted accounting principles in the United States (“GAAP”), the press release also included non-GAAP net income, and diluted earnings per share (EPS) figures for the quarter ended September 30, 2009 and 2008 that excluded (a) equity compensation expense of $0.7 million for the quarter ended September 30, 2009 and $0.8 million for the quarter ended September 30, 2008, and (B) for the quarter ended September 30, 2008, a capital gain of $0.4 million reported in interest and other income, net, related to the divestment of the Company’s equity interest in GloNav Inc.

The Company believes that the reconciliation of financial measures in the press release is useful to investors in analyzing the results for the quarters ended September 30, 2009 and 2008 because the exclusion of such expenses may provide a more meaningful analysis of the Company’s core operating results and comparison of quarterly results. Further, the Company believes it is useful for investors to understand how the expenses associated with the application of SFAS 123(R) are reflected on its statements of income. The reconciliation of financial measures should be reviewed in addition to and in conjunction with results presented in accordance with GAAP, and are intended to provide additional insight into the Company’s operations that, when viewed with its GAAP results and the accompanying reconciliation, offer a more complete understanding of factors and trends affecting the Company’s business. The reconciliation of financial measures should not be viewed as a substitute for the Company’s reported GAAP results.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1 Press Release of CEVA, Inc., relating to financial results for the third quarter of 2009, dated October 28, 2009.

SIGNATURES

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

	CEVA, INC.
Date: October 28, 2009	By:	/s/ Yaniv Arieli
		Yaniv Arieli
		Chief Financial Officer

EXHIBIT INDEX

Exhibit
Number		Description
	99.1	Press Release of CEVA, Inc., relating to financial results for the third quarter of 2009, dated October 28, 2009.

EX-99.1

Exhibit 99.1

CEVA, Inc. Announces Third Quarter 2009 Financial Results

• Improved licensing environment and continued market share gains on handsets

• Generated all-time record high gross and operating margins of 91% and 17%, respectively

SAN JOSE, Calif. — October 28, 2009 — CEVA, Inc. (NASDAQ: CEVA); (LSE: CVA), a leading licensor of silicon intellectual property (SIP) platform solutions and DSP cores for the mobile handset, consumer electronics and portable device markets, today announced its financial results for the third quarter ended September 30, 2009.

Total revenue for the third quarter of 2009 was $9.7 million, a decrease of 5% compared to $10.2 million reported in the third quarter of 2008. Third quarter 2009 licensing revenue was $5.2 million, a decrease of 12% when compared to $6.0 million reported in the third quarter of 2008. Royalty revenue for the third quarter of 2009 was $3.7 million, an increase of 12% compared to $3.3 million reported for the third quarter of 2008. Revenue from services for the third quarter of 2009 was $0.7 million, down 23% from $0.9 million reported for the third quarter of 2008.

U.S. GAAP net income for the third quarter of 2009 was $1.8 million, an increase of 25% over $1.4 reported for the same period in 2008. U.S. GAAP diluted net income per share for the third quarter of 2009 was $0.09 per share, an increase of 29% compared to $0.07 for the third quarter of 2008. Non-GAAP net income and diluted net income per share for the third quarter of 2009, excluding the aggregate equity-based compensation expense of $0.7 million, were both all time record highs of $2.4 million and $0.12 per share, an increase of 34% and 33%, respectively, over the $1.8 million and $0.09 per share reported for the third quarter of 2008. Non-GAAP net income and diluted net income per share for the third quarter of 2008 excluded aggregate equity-based compensation expense of $0.8 million and a capital gain of $0.4 million related to the divestment of the Company’s equity interest in GloNav Inc.

Gideon Wertheizer, Chief Executive Officer of CEVA, stated, “Our solid third quarter performance reflects a strong demand for our DSPs and technologies and a continued worldwide market share expansion in the handsets market which reached a record high of 23%. We are encouraged by the increasing demand for our newest technologies for the growing markets of LTE, MID, HD multimedia and Passive Optical Networks (PON).”

During the third quarter, the Company concluded six new license agreements. Five agreements were for CEVA DSP cores, platforms and software and one agreement was for Bluetooth technology. Target applications for customer deployment are 2G ultra-low cost phones, 3G handsets, Smartphones, mobileTVs, portable multimedia and Passive Optical Networks (PON). Geographically, three of the agreements signed were in Europe and three in Asia.

Yaniv Arieli, Chief Financial Officer of CEVA, stated, “Our third quarter results and the positive momentum in our business exceeded our expectations. As a result, our gross and operating margins as well as our non-GAAP net income and EPS reached record highs during the quarter. We also generated positive cash flow of approximately $4.0 million, bringing our cash balances and marketable securities to $91.8 million.”

CEVA Conference Call

On October 28, 2009, CEVA management will conduct a conference call at 8:30 a.m. Eastern Time / 12:30 p.m. London time, to discuss the operating performance for the quarter.

The conference call will be available via the following dial in numbers:

• US Participants: Dial 1-877-493-9121 (Access Code: CEVA)

• UK/Rest of World: Dial +44-800-051-3806 (Access Code: CEVA)

The conference call will also be available live via the Internet at the following link: http://www.videonewswire.com/event.asp?id=62652. Please go to the website at least fifteen minutes prior to the call to register, download and install any necessary audio software.

For those who cannot access the live broadcast, a replay will be available by dialing 1-800-642-1687 (passcode: 33933901) for US domestic callers and +44-800-917-2646 (passcode: 33933901) for international callers from two hours after the end of the call until 11:59 p.m. (Eastern Time) on November 4, 2009. The replay will also be available at CEVA’s web site www.ceva-dsp.com.

For More Information Contact:
Yaniv Arieli, CFO	Richard Kingston
CEVA, Inc.	CEVA, Inc.
Tel: +1.408.514.2941	Tel: +1.408.514.2976
Email: yaniv.arieli@ceva-dsp.com	Email: richard.kingston@ceva-dsp.com

About CEVA, Inc.

Headquartered in San Jose, Calif., CEVA is a leading licensor of silicon intellectual property (SIP) DSP Cores and platform solutions for the mobile handset, portable and consumer electronics markets. CEVA’s IP portfolio includes comprehensive solutions for multimedia, audio, voice over packet (VoP), Bluetooth and Serial ATA (SATA), and a wide range of programmable DSP cores and subsystems with different price/performance metrics serving multiple markets. In 2008, CEVA’s IP was shipped in over 300 million devices. For more information, visit www.ceva-dsp.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties, as well as assumptions that if they materialize or prove incorrect, could cause the results of CEVA to differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including Mr. Wertheizer’s statements about the company being encouraged by the increased interest in CEVA’s newest DSP technologies for next generation wireless products, and Mr. Arieli’s statements about the positive momentum in the Company’s business. The risks, uncertainties and assumptions include: the ability of the CEVA DSP cores and other technologies to continue to be strong growth drivers for us; our success in penetrating new markets and maintaining our market position in existing markets; the effect of intense competition within our industry; the effect of the challenging period of growth experienced by industries in which we license our technologies; the possibility that the markets for our technologies may not develop as expected; the possibility that the markets for our technologies may not develop as expected or that products incorporating our technologies do not achieve market acceptance; our ability to timely and successfully develop and introduce new technologies; our ability to continue to improve our royalty revenue in future periods; and general market conditions and other risks relating to our business, including, but not limited to, those that are described from time to time in our SEC filings. CEVA assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

CEVA, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS — U.S. GAAP
U.S. dollars in thousands, except per share data

	Quarter ended				Nine months ended
	September 30,				September 30,
	2009		2008		2009		2008
	Unaudited		Unaudited		Unaudited		Unaudited
Revenues:
Licensing	$	5,242	$	5,974	$	14,059	$	17,088
Royalties		3,694		3,296		11,403		10,067
Other revenues		723		936		2,820		3,201
Total revenues		9,659		10,206		28,282		30,356
Cost of revenues		849		1,105		3,211		3,543
Gross profit		8,810		9,101		25,071		26,813
Operating expenses:
Research and development, net		4,061		4,778		12,132		15,133
Sales and marketing		1,628		1,822		4,914		5,401
General and administrative		1,525		1,705		4,555		4,991
Amortization of intangible assets		—		12		—		53
Reorganization expense		—		—		—		3,537
Total operating expenses		7,214		8,317		21,601		29,115
Operating income (loss)		1,596		784		3,470		(2,302	)
Interest and other income, net		551		1,003		3,402		13,226
Income before taxes on income		2,147		1,787		6,872		10,924
Taxes on income		394		384		1,436		3,319
Net income		1,753		1,403		5,436		7,605
Basic net income per share	$	0.09	$	0.07	$	0.28	$	0.38
Diluted net income per share	$	0.09	$	0.07	$	0.27	$	0.37
Weighted-average number of Common Stock used in computation of net income per share (in thousands):
Basic		19,689		20,157		19,588		20,131
Diluted		20,492		20,799		20,087		20,776

Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
(U.S. Dollars in thousands, except per share amounts)

	Quarter ended					Nine months ended
	September 30,					September 30,
	2009		2008			2009			2008
	Unaudited		Unaudited			Unaudited			Unaudited
GAAP net income		1,753		1,403			5,436			7,605
Equity-based compensation expense included in cost of revenue		21		28			90			83
Equity-based compensation expense included in research and development expenses		197		273			689			805
Equity-based compensation expense included in sales and marketing expenses		138		143			442			380
Equity-based compensation expense included in general and administrative expenses		329		343			989			816
Reorganization expense (1)		—		—			—			3,537
Other income (2)(3)(4)		—		(358	)		(1,901	)		(11,247	)
Taxes on income (2)(4)		—		(19	)		543			3,177
Non-GAAP net income		2,438		1,813			6,288			5,156
GAAP weighted-average number of Common Stock used in computation of diluted net income per share (in thousands)		20,492		20,799			20,087			20,776
Weighted-average number of shares related to outstanding options		96		169			36			169
Weighted-average number of Common Stock used in computation of diluted net income per share, excluding equity-based compensation expense; reorganization expense, net; capital gains associated with the divestment of CEVA’s equity investment in GloNav Inc., net; and disposal of an investment, net (in thousands)		20,588		20,968			20,123			20,945
GAAP diluted net income per share	$	0.09	$	0.07		$	0.27		$	0.37
Equity-based compensation expense	$	0.03	$	0.04		$	0.10		$	0.10
Reorganization expense		—		—			—		$	0.17	(1)
Other income		—		(0.02	)(3)		(0.09	)(4)		(0.54	)(2)
Taxes on income		—	$	0.00		$	0.03	(4)	$	0.15	(2)
Non-GAAP diluted net income per share	$	0.12	$	0.09		$	0.31		$	0.25

(1)	Results for the nine months ended September 30, 2008 included a reorganization expense of $3.5 million related to the termination of the long-term Harcourt lease property in Ireland.
(2)	Results for the nine months ended September 30, 2008 included a capital gain of $11.2 million reported in interest and other income, net, and the applicable tax expense of $3.2 million reported in taxes on income, related to the divestment of CEVA’s equity interest in GloNav Inc. to NXP Semiconductors and a gain of $0.02 million reported in interest and other income, net, related to the disposal of an investment.
(3)	Results for the three months ended September 30, 2008 included a capital gain of $0.4 million reported in interest and other income, net, related to the divestment of CEVA’s equity interest in GloNav Inc.
(4)	Results for the nine months ended September 30, 2009 included a capital gain of $1.9 million reported in interest and other income, net, and the applicable tax expense of $0.5 million reported in taxes on income, related to the divestment of CEVA’s equity interest in GloNav Inc. to NXP Semiconductors.

CEVA, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands)

	September 30,			December 31,
	2009			2008
	Unaudited			Audited
ASSETS
Current assets:
Cash and cash equivalents	$	8,657		$	13,328
Marketable securities and bank deposits		83,122			71,301
Trade receivables, net		6,364			5,390
Deferred tax assets		1,075			1,085
Prepaid expenses and other accounts receivables		4,675			4,921
Total current assets		103,893			96,025
Long-term investments:
Severance pay fund		4,071			3,441
Deferred tax assets		419			351
Property and equipment, net		1,217			1,271
Goodwill		36,498			36,498
Total assets	$	146,098		$	137,586
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	560		$	615
Deferred revenues		541			1,034
Taxes payable		99			44
Accrued expenses and other payables		8,290			10,446
Deferred tax liabilities		183			—
Total current liabilities		9,673			12,139
Accrued severance pay		4,337			3,788
Total liabilities		14,010			15,927
Stockholders’ equity:
Common Stock:		20			20
Additional paid in-capital		155,960			153,712
Treasury Stock		(2,327	)		(5,077	)
Other comprehensive income (loss)		488			(24	)
Accumulated deficit		(22,053	)		(26,972	)
Total stockholders’ equity		132,088			121,659
Total liabilities and stockholders’ equity	$	146,098		$	137,586