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): July 28, 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 July 28, 2010, CEVA, Inc. (the “Company”) announced its financial results for the quarter ended June 30, 2010. A copy of the press release, dated July 28, 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 June 30, 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 June 30, 2010 and 2009 that excluded equity-based compensation expenses for the respective periods and a pre-tax capital gain and applicable tax expense associated with the Company’s equity divestment of GloNav Inc. for the quarter ended June 30, 2009. 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 June 30, 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 July 28, 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: July 28, 2010	By:	/s/ Yaniv Arieli
		Yaniv Arieli
		Chief Financial Officer

EX-99.1

Exhibit 99.1

CEVA, Inc. Announces Second Quarter 2010 Financial Results

• Q2 revenue up 16% year-over-year; royalty revenue increased 30% year-over-year

• Strong 4G licensing; three CEVA-XC agreements signed for LTE and LTE Advanced

• Worldwide cellular baseband market share increased to record high 29%

SAN JOSE, Calif. — July 28, 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 second quarter ended June 30, 2010.

Total revenue for the second quarter of 2010 was $10.6 million, an increase of 16% compared to $9.1 million reported for the second quarter of 2009. Second quarter of 2010 licensing revenue was $4.6 million, an increase of 7% compared to $4.3 million reported for the second quarter of 2009. Royalty revenue for the second quarter of 2010 was a record high $5.2 million, an increase of 30% over $4.0 million reported for the second quarter of 2009. Revenue from services for both the second quarter of 2010 and 2009 was $0.9 million.

Gideon Wertheizer, Chief Executive Officer of CEVA, stated: “We are extremely pleased with our achievements in the second quarter. Our worldwide market share in the handset cellular baseband space increased to a record 29%, and additional high-profile CEVA-powered product introductions by first-tier handset vendors will further increase our market share going forward.

Wertheizer added, “With substantial growth in data bandwidth requirements for mobile connectivity, we are experiencing strong demand from wireless industry leaders for our flagship CEVA-XC DSP to power their LTE user equipment and facilitate network upgrades. We are also encouraged by continued traction in the home entertainment markets as another first-tier manufacturer adopted our technology during the quarter.”

U.S. GAAP net income for the second quarter of 2010 was $2.1 million, a decrease of 8% compared to $2.3 million reported for the same period in 2009. U.S. GAAP diluted earnings per share for the second quarter of 2010 was $0.10, a decrease of 17% compared to $0.12 reported for the second quarter of 2009. U.S. GAAP net income for the second quarter of 2009 included a pre-tax capital gain of $1.9 million related to our equity divestment of GloNav, Inc. to NXP Semiconductors.

Non-GAAP net income and diluted earnings per share for the second quarter of 2010 reached all time highs of $2.7 million and $0.12, respectively, representing an increase of 59% and 50%, respectively, over the $1.7 million and $0.08 reported for the second quarter of 2009. Non-GAAP net income and diluted earnings per share for the second quarter of 2010 and 2009, excluded an aggregate equity-based compensation expense of $0.5 million and $0.7 million, respectively, and a pre-tax capital gain of $1.9 million and the applicable tax expense of $0.5 million, related to our equity divestment of GloNav for the second quarter of 2009.

During the quarter, the Company concluded nine new licensing agreements. All nine agreements were for CEVA DSP cores, platforms and software. Target applications for customer deployment are 3G and 4G handsets, mobile broadband, cellular base stations, VoIP gateways, Digital TVs and Blu-ray players. Geographically, four of the agreements signed were in the U.S., four were in Asia and one was in Europe.

Yaniv Arieli, Chief Financial Officer of CEVA, stated: “We continue to show consistent progress in our financial performance. Revenues for the quarter were at the high end of our guidance and set a new record for royalty revenues for the third successive quarter. In addition, we expanded our existing stock repurchase program with an additional two million shares of common stock available for repurchase, which represents approximately 10% of the Company’s total outstanding shares. Finally, we continued to generate significant positive cash flow during the quarter. As of June 30, 2010, CEVA’s cash balances, marketable securities and long term bank deposits were $108.6 million, after taking into consideration $1.2 million used for buyback activities.”

CEVA Conference Call

On July 28, 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 86099738)

• UK/Rest of World: Dial +44-800-051-3806 (Access Code: CEVA or 86099738)

The conference call will also be available live via the Internet at the following link: http://www.videonewswire.com/event.asp?id=70427. 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: 86099738) for US domestic callers and +44-800-917-2646 (passcode: 86099738) for international callers from two hours after the end of the call until 11:59 p.m. (Eastern Time) on August 8, 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 world’s 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), multimedia, 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, powering handsets from 7 out of the top 8 handset OEMs, including Nokia, Samsung, LG, Motorola, Sony Ericsson and ZTE. 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 further increases in CEVA’s market share in the baseband market, strong demands for CEVA-XC DSP and traction in the home entertainment markets. 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				Six months ended
	June 30,				June 30,
	2010		2009		2010		2009
	Unaudited		Unaudited		Unaudited		Unaudited
Revenues:
Licensing	$	4,593	$	4,273	$	9,315	$	8,817
Royalties		5,154		3,950		10,134		7,709
Other revenues		862		887		1,761		2,097
Total revenues		10,609		9,110		21,210		18,623
Cost of revenues		863		1,152		1,577		2,362
Gross profit		9,746		7,958		19,633		16,261
Operating expenses:
Research and development, net		4,505		3,996		9,114		8,071
Sales and marketing		1,776		1,650		3,584		3,286
General and administrative		1,570		1,558		3,116		3,030
Total operating expenses		7,851		7,204		15,814		14,387
Operating income		1,895		754		3,819		1,874
Interest and other income, net		541		2,375		1,098		2,851
Income before taxes on income		2,436		3,129		4,917		4,725
Taxes on income		313		814		735		1,042
Net income		2,123		2,315		4,182		3,683
Basic net income per share	$	0.10	$	0.12	$	0.20	$	0.19
Diluted net income per share	$	0.10	$	0.12	$	0.19	$	0.19
Weighted-average number of Common Stock used in computation of net income per share (in thousands):
Basic		21,061		19,515		20,859		19,536
Diluted		22,069		20,014		21,991		19,884

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

	Quarter ended					Six months ended
	June 30					June 30
	2010		2009			2010		2009
	Unaudited		Unaudited			Unaudited		Unaudited
GAAP net income		2,123		2,315			4,182		3,683
Equity-based compensation expense included in cost of revenue		15		34			33		69
Equity-based compensation expense included in research and development expenses		139		230			306		492
Equity-based compensation expense included in sales and marketing expenses		96		142			208		304
Equity-based compensation expense included in general and administrative expenses		290		311			577		660
Other income		—		(1,901	)(1)		—		(1901	)(1)
Taxes on income		—		543	(1)		—		543	(1)
Non-GAAP net income		2,663		1,674			5,306		3,850
GAAP weighted-average number of Common Stock used in computation of diluted net income per share (in thousands)		22,069		20,014			21,991		19,884
Weighted-average number of shares related to outstanding options		57		—			75		—
Weighted-average number of Common Stock used in computation of diluted net income per share, excluding equity-based compensation expense, and capital gains associated with the divestment of CEVA’s equity investment in GloNav Inc, net (in thousands) and the applicable tax expense		22,126		20,014			22,066		19,884
GAAP diluted net income per share	$	0.10	$	0.12		$	0.19	$	0.19
Equity-based compensation expense	$	0.02	$	0.04		$	0.05	$	0.08
Other income		—	$	(0.1	)(1)		—	$	(0.1	)(1)
Taxes on income		—	$	0.02	(1)		—	$	0.02	(1)
Non-GAAP diluted net income per share	$	0.12	$	0.08		$	0.24	$	0.19

(1) Results for the second quarter and six months ended June 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, both 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

	June 30,			December 31,
	2010			2009
	Unaudited			Audited
ASSETS
Current assets:
Cash and cash equivalents	$	22,228		$	12,104
Marketable securities and short term bank deposits		71,293			88,494
Trade receivables, net		5,546			5,995
Deferred tax assets		1,059			1,096
Prepaid expenses and other accounts receivables		3,938			5,345
Total current assets		104,064			113,034
Long-term investments:
Long term bank deposits		15,066			—
Severance pay fund		4,536			4,455
Deferred tax assets		564			309
Property and equipment, net		1,346			1,148
Goodwill		36,498			36,498
Total assets	$	162,074		$	155,444
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	650		$	530
Deferred revenues		527			432
Accrued expenses and other payables		8,064			9,735
Deferred tax liabilities		1,062			1,168
Total current liabilities		10,303			11,865
Accrued severance pay		4,558			4,483
Total liabilities		14,861			16,348
Stockholders’ equity:
Common Stock		21			20
Additional paid in-capital		164,001			158,325
Treasury Stock		(1,133	)		—
Other comprehensive income (loss)		(336	)		251
Accumulated deficit		(15,340	)		(19,500	)
Total stockholders’ equity		147,213			139,096
Total liabilities and stockholders’ equity	$	162,074		$	155,444