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): April 29, 2010

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 April 29, 2010, CEVA, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2010. A copy of the press release, dated April 29, 2010, 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 March 31, 2010 in accordance with generally accepted accounting principles in the United States (“GAAP”), the press release also included non-GAAP net income and diluted net income per share for the quarter ended March 31, 2010 and 2009, that excluded equity-based compensation expenses for the respective periods. 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 March 31, 2010 and 2009 because the exclusion of such expenses may provide a more meaningful analysis of the Company’s core operating 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., dated April 29, 2010.

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: April 29, 2010	By:	/s/ Yaniv Arieli
		Yaniv Arieli
		Chief Financial Officer

EX-99.1

CEVA, Inc. Announces Record First Quarter 2010 Financial Results

• All-time record high total revenue and royalty revenue of $10.6 million and $5 million, respectively

• Record GAAP and non-GAAP gross margins of 93%

• Signed 2 strategic licensing agreements during the quarter for use in handset and home entertainment applications

SAN JOSE, Calif. — April 29, 2010 — CEVA, Inc. (NASDAQ: CEVA); (LSE: CVA), the leading licensor of silicon intellectual property (SIP) platform solutions and DSP cores for the mobile handsets, portable and consumer electronics markets, today announced its financial results for the first quarter ended March 31, 2010.

Total revenue for the first quarter of 2010 was a record $10.6 million, an increase of 11% compared to $9.5 million reported for the first quarter of 2009. First quarter of 2010 licensing revenue was $4.7 million, an increase of 4% over $4.5 million reported for the first quarter of 2009. Royalty revenue for the first quarter of 2010 was a record $5 million, an increase of 32% over $3.8 million reported for the first quarter of 2009. Revenue from services for the first quarter of 2010 was $0.9 million, a 26% decrease compared to $1.2 million reported for the first quarter of 2009.

Gideon Wertheizer, Chief Executive Officer of CEVA, stated: “We are very pleased with our record first quarter revenue, which reflects the continued adoption of our DSP technologies by key players in the cellular and consumer electronics markets, as well as consistent growth in our royalty revenue. During the quarter, we announced new licenses for our DSPs with two leading players in the WiMAX market who are expanding into the LTE space. Also, we announced that Samsung is now deploying LTE datacard modems and dongles based on our DSP technology. We are encouraged by the pipeline build up, and believe we are on track with our revenue and profitability growth plans for the Company.”

U.S. GAAP net income for the first quarter of 2010 was $2.1 million, an increase of 51% over $1.4 million reported for the same period in 2009. U.S. GAAP diluted earnings per share for the first quarter of 2010 was $0.09, an increase of 29% compared to $0.07 for the first quarter of 2009.

Non-GAAP net income and diluted earnings per share for the first quarter of 2010 was $2.6 million and $0.12, respectively, representing an increase of 21% and 9%, respectively, over the $2.2 million and $0.11 reported for the first quarter of 2009. Non-GAAP net income and diluted earnings per share for the

first quarter of 2010 and 2009, excluded an aggregate equity-based compensation expense of $0.6 million and $0.8 million, respectively.

During the quarter, the Company concluded five new license agreements. Four of the agreements were for CEVA DSP cores, platforms and software, and one was for CEVA Serial ATA (SATA) technology. Target applications for customer deployment are 2G and 3G handsets and data cards, set-top boxes, digital TVs and SSD drives. Geographically, two of the agreements signed were in Europe and three were in Asia.

Yaniv Arieli, Chief Financial Officer of CEVA, stated: “We have demonstrated good progress during the first quarter of 2010, reporting revenues above the mid range of our guidance and setting a new record for royalty revenue. In addition, we achieved record high GAAP and non-GAAP gross margins of 93% and reported record non-GAAP net income for the quarter. We believe our solid pipeline of licensing deals and continued royalty growth will reinforce our strong financial foundation and positions the Company for long-term profitability. We also continued to generate significant positive cash flow during the first quarter in the amount of $6.1 million, which further strengthens our balance sheet and improves our financial flexibility. As of March 31, 2010, CEVA’s cash balances, marketable securities and long term bank deposits were $106.7 million.”

CEVA Conference Call

On April 29, 2010, CEVA management will conduct a conference call at 8:30 a.m. Eastern Time / 1.30 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 or 67571646)

• UK/Rest of World: Dial +44-800-051-3806 (Access Code: CEVA or 67571646)

The conference call will also be available live via the Internet at the following link: http://www.videonewswire.com/event.asp?id=67840. Please go to the web site 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: 67571646) for US domestic callers and +44-800-917-2646 (passcode: 67571646) for international callers from two hours after the end of the call until 11:59 p.m. (Eastern Time) on May 6, 2010. 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.

CEVA is the 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 technologies for cellular baseband (2G / 3G / 4G), HD video and audio, voice over packet (VoP), Bluetooth, Serial Attached SCSI (SAS) and Serial ATA (SATA). In 2009, CEVA’s IP was shipped in over 330 million devices, including handsets from all top five handset OEMs — LG, Motorola, Nokia, Samsung and Sony Ericsson. Today, more than one in every four handsets shipped worldwide is powered by a CEVA DSP core. 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 CEVA’s pipeline build up and CEVA being on track with its revenue and profitability growth plans, as well as Mr. Arieli’s statements about CEVA’s continued royalty growth reinforcing its strong financial foundation and positioning CEVA for long-term profitability. The risks, uncertainties and assumptions include: the ability of the CEVA DSP cores and other technologies to continue to be strong growth drivers for the company; CEVA’s success in penetrating new markets and maintaining its market position in existing markets; the effect of intense industry competition; the possibility that the markets for CEVA’s technologies may not develop as expected or that products incorporating CEVA’s technologies do not achieve market acceptance; CEVA’s ability to timely and successfully develop and introduce new technologies; CEVA’s ability to continue to improve its licensing and royalty revenue in future periods; and general market conditions and other risks relating to CEVA’s business, including, but not limited to, those that are described from time to time in its 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
	March 31,
	2010		2009
	Unaudited		Unaudited
Revenues:
Licensing	$	4,722	$	4,544
Royalties		4,980		3,759
Other revenues		899		1,210
Total revenues		10,601		9,513
Cost of revenues		714		1,210
Gross profit		9,887		8,303
Operating expenses:
Research and development, net		4,609		4,075
Sales and marketing		1,808		1,636
General and administrative		1,546		1,472
Total operating expenses		7,963		7,183
Operating income		1,924		1,120
Financial income, net		557		476
Income before taxes on income		2,481		1,596
Taxes on income		422		228
Net income	$	2,059	$	1,368
Basic net income per share	$	0.10	$	0.07
Diluted net income per share	$	0.09	$	0.07
Weighted-average number of Common Stock used in computation of net income per share (in thousands):
Basic		20,654		19,557
Diluted		21,911		19,754

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

	Quarter ended
	March 31,
	2010		2009
	Unaudited		Unaudited
GAAP net income	$	2,059	$	1,368
Equity-based compensation expense included in cost of revenue		18		35
Equity-based compensation expense included in research and development expenses		167		262
Equity-based compensation expense included in sales and marketing expenses		112		162
Equity-based compensation expense included in general and administrative expenses		287		349
Non-GAAP net income	$	2,643	$	2,176
GAAP weighted-average number of Common Stock used in computation of diluted net income per share (in thousands)		21,911		19,754
Weighted-average number of shares related to outstanding options		92		—
Weighted-average number of Common Stock used in computation of diluted net income per share excluding equity-based compensation expense (in thousands)		22,003		19,754
GAAP diluted net income per share	$	0.09	$	0.07
Equity-based compensation expense	$	0.03	$	0.04
Non GAAP diluted net income per share	$	0.12	$	0.11

CEVA, INC. AND ITS SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
U.S. Dollars in Thousands

	March 31,		December 31,
	2010		2009
	Unaudited		Audited
ASSETS
Current assets:
Cash and cash equivalents	$	27,074	$	12,104
Marketable securities and short term bank deposits		74,600		88,494
Trade receivables, net		6,743		5,995
Deferred tax assets		1,115		1,096
Prepaid expenses and other accounts receivables		4,109		5,345
Total current assets		113,641		113,034
Long-term investments:
Long term bank deposits		5,006		—
Severance pay fund		4,711		4,455
Deferred tax assets		561		309
Property and equipment, net		1,276		1,148
Goodwill		36,498		36,498
Total assets	$	161,693	$	155,444

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	680		$	530
Deferred revenues		366			432
Accrued expenses and other payables		9,630			9,735
Deferred tax liabilities		1,197			1,168
Total current liabilities		11,873			11,865
Accrued severance pay		4,741			4,483
Total liabilities		16,614			16,348
Stockholders’ equity:
Common Stock		21			20
Additional paid in-capital		162,344			158,325
Other comprehensive income		155			251
Accumulated deficit		(17,441	)		(19,500	)
Total stockholders’ equity		145,079			139,096
Total liabilities and stockholders’ equity	$	161,693		$	155,444