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): January 31, 2008

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 January 31, 2008, CEVA, Inc. (the “Company”) announced its financial results for the quarter and year ended December 31, 2007. A copy of the press release, dated January 31, 2008, 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.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of CEVA, Inc., dated January 31, 2008.

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: January 31, 2008

By: /s/ Yaniv Arieli                        
Yaniv Arieli
Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of CEVA, Inc., dated January 31, 2008.

EX-99.1

Exhibit 99.1

CEVA, INC. ANNOUNCES FOURTH QUARTER AND YEAR END 2007 FINANCIAL RESULTS
Record Royalty Revenues and Cash Increase;
Strong Technology Adoption by Major OEMs

SAN JOSE, Calif. — January 31, 2008 — CEVA, Inc. (NASDAQ: CEVA; LSE: CVA), a leading licensor of silicon intellectual property (SIP) DSP cores and platform solutions for the handset, consumer electronics and mobile PC markets, today announced its financial results for the fourth quarter and year ended December 31, 2007.

Fourth Quarter 2007
Total revenue for the fourth quarter of 2007 was $8.2 million, as compared to $8.1 million reported in the fourth quarter of 2006, an increase of 2%. Fourth quarter of 2007 royalty revenue was a record high of $3.0 million, an increase of 84% as compared to $1.7 million reported in the fourth quarter of 2006 and a 40% sequential increase as compared to $2.2 million reported in the third quarter of 2007. Fourth quarter of 2007 licensing revenue was $4 million, as compared to $5.3 million for the fourth quarter of 2006, a decrease of 24%. Revenue from services was $1.2 million for the fourth quarter of 2007, compared to $1.1 million for the fourth quarter of 2006.

Net loss for the fourth quarter of 2007 was $0.3 million, compared to net income of $0.6 million reported in the fourth quarter of 2006. Diluted net loss per share for the fourth quarter of 2007 was $0.01 cents, compared to diluted net income of $0.03 per share for the fourth quarter of 2006.

The financial results for the fourth quarter of 2007 include equity-based compensation expense of $0.6 million and tax expense of $0.1 million related to disposal of an investment.

Full Year 2007 Review
Total revenue for 2007 was $33.2 million, representing a slight increase of 2%, as compared to $32.5 million reported in 2006. Royalty revenue for 2007 was a record high of $9.1 million, representing an increase of 44% compared to $6.3 million reported in 2006. Licensing revenue in 2007 was $19.5 million, compared to $22.2 million reported in 2006, a decrease of 12%. A total of 36 new licensing agreements were signed in 2007, compared to 38 agreements in 2006. Shipped units by licensees increased 19% to a record 227 million in 2007, compared to 190 million units

shipped in 2006. In the fourth quarter of 2007, 86 million units were shipped, as compared to 50 million units during the same period in the prior year.

2007 net income was $1.3 million or $0.06 per share, compared to net loss of $98,000 or $0.01 per share in 2006.

In 2007, the Company recorded equity-based compensation expense of $2.1 million, a gain of $0.4 million reported in interest and other income related to the disposal of an investment and the related tax expense of $0.1 million.

During the quarter, the Company concluded nine new license agreements. Seven were for CEVA DSP cores and platforms and two for CEVA SATA technology, including a strategic $2.5 million agreement with a tier one semiconductor company, the revenues of which will be recognized in future periods.

Target applications for the licenses concluded during the fourth quarter are Smartphones, Portable Multimedia Players (PMP), Personal Navigation Devices (PND), wireless network infrastructure equipment and Solid State Drives (SSD). Geographically, three of the nine deals were signed in the U.S., two in Europe and four in the Asia Pacific region, including Japan.

Gideon Wertheizer, Chief Executive Officer of CEVA, stated: “In 2007, we saw strong adoption of our technology by major suppliers in the handset market, including Nokia, Sony Ericsson, Samsung, LG, ZTE, Sharp, Panasonic, Reliance Communications and China Unicom. These results are indicative of our strength and presence in the DSP market and specifically within its largest segments, the handset, mobile and home consumer electronics segments. From a technology standpoint, we introduced a new DSP core, the CEVA-TeakLite-III, which was successfully licensed to market leaders in the handset and home entertainment markets. We also expanded our market reach and customer base in applications such as DTV, Blu-ray/HD-DVD, surveillance, network infrastructure equipment and Solid State Drives (SSD).”

Wertheizer, continued: “The company continued on its path of growth in the fourth quarter, as reflected in our record royalty revenue, key strategic licensing agreements and strong sales pipeline. The deferral of our income under the new $2.5 million agreement signed in the fourth quarter understates our substantial progress. We will see the full economic benefit from these deferred revenues over future quarters and our business fundamentals are on track.”
Yaniv Arieli, Chief Financial Officer of CEVA, stated: “Fourth quarter 2007 royalty revenue was a record high of $3.0 million. The Company’s positive cash flow reached record highs in the fourth

quarter, and we increased our cash and marketable securities by approximately $12.1 million in 2007 ($10.4 million of it in the fourth quarter). As of December 31, 2007, CEVA’s cash balances and marketable securities were $76.4 million and its quarterly DSO levels at year end reached a record low of 28 days. We also surrendered and terminated in 2007 and 2008 two long term property leases in Ireland, thereby improving our future cash flow and significantly reducing our future lease obligations. All these achievements enable us to put new targets and goals in place for CEVA’s continued growth, profitability improvement and financial strength in 2008. We have a good start in 2008 by successfully divesting our equity investment in GloNav, Inc. for a meaningful return of approximately $10 million (pre-tax) only eighteen months after the divestment of our GPS business line to GloNav.”

CEVA Conference Call
On January 31, 2007, CEVA management will conduct a conference call at 8:30 a.m. Eastern Time / 1:30p.m. London time, to discuss the operating performance for the fourth quarter and year ended December 31, 2007.

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 +44-800-032-3836 (Access Code: CEVA)

The conference call will also be available live via the Internet by accessing the CEVA web site at www.ceva-dsp.com. 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: 30294263) for US domestic callers and +44-800-917-2646 (passcode: 30294263) for international callers from two hours after the end of the call until 11:59 p.m. (Eastern Time) on February 7, 2008. The replay will also be available at CEVA’s web site www.ceva-dsp.com.

For More Information Contact:
Yaniv Arieli, CFO	Richard Kingston
CFO	Director of Marketing & Investor Relations
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 handset, consumer electronics and mobile PC 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 2007, CEVA’s IP was shipped in over 227 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 optimism about our achievements enabling us to put new targets and goals in place for CEVA’s continued growth, profitability improvement and financial strength in 2008; the surrender and termination of two Irish leases improving our future cash flow and significantly reducing our future lease obligations; our potential royalty revenue growth based on our customers adopting our new technologies; the indicative trends of our strength and presence in the DSP market and specifically within its largest segments, the handset, mobile and home consumer electronic segments; and the revenue recognition of the $2.5 million agreement in future periods. 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; the effect of intense competition within our industry; the effect of the challenging period of growth experienced by the industries in which we license our technology; the possibility that the market for our technology may not develop as expected; the possibility that our customers’ products incorporating our technologies do not succeed as expected; our ability to timely and successfully develop and introduce new technologies; our reliance on revenue derived from a limited number of licensees; our ability to continue to improve our royalty revenue in future periods and other risks relating to our business and the pipeline of companies interested in our technologies, including, but not limited to, those that are described from time to time in the Company’s Securities and Exchange Commission 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						Year ended
	December 31,						December 31,
	2007			2006			2007			2006
	Unaudited			Unaudited			Unaudited			Audited
Revenues:
Licensing	$	4,012		$	5,275		$	19,499		$	22,160
Royalties		3,042			1,656			9,095			6,324
Other revenues		1,187			1,135			4,617			4,021
Total revenues		8,241			8,066			33,211			32,505
Cost of revenues		925			1,013			3,851			4,035
Gross profit		7,316			7,053			29,360			28,470
Operating expenses:
Research and development, net		5,121			4,610			19,136			18,769
Sales and marketing		1,608			1,477			6,253			6,268
General and administrative		1,587			1,347			5,721			5,882
Amortization of intangible assets		24			41			148			414
Total operating expenses		8,340			7,475			31,258			31,333
Operating loss		(1,024	)		(422	)		(1,898	)		(2,863	)
Interest and other income, net		1,016			728			3,636			2,677
Income (loss) before taxes on income		(8	)		306			1,738			(186	)
Taxes on income		243			(273	)		447			(88	)
Net income (loss)	$	(251	)	$	579		$	1,291		$	(98	)
Basic net income (loss) per share	$	(0.01	)	$	0.03		$	0.07		$	(0.01	)
Diluted net income (loss) per share	$	(0.01	)	$	0.03		$	0.06		$	(0.01	)
Weighted-average number of Common Stock used in computation of net income (loss) per share (in thousands):
Basic		19,873			19,315			19,606			19,191
Diluted		19,873			19,432			20,150			19,191

Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures

(U.S. Dollars in thousands, except per share amounts)

	Quarter ended					Year ended
	December 31,					December 31,
	2007			2006		2007			2006
	Unaudited			Unaudited		Unaudited			Unaudited
GAAP net income (loss)	$	(251	)	$	579	$	1,291		$	(98	)
Equity-based compensation expense included in cost of revenue		28			15		83			53
Equity-based compensation expense included in research and development expenses		289			133		935			656
Equity-based compensation expense included in sales and marketing expenses		84			191		334			449
Equity-based compensation expense included in general and administrative expenses		221			205		779			1,047
Interest and other income, net (1)		80			—		(345	)		(57	)
Non-GAAP net income	$	451		$	1,123	$	3,077		$	2,050
GAAP weighted-average number of Common Stock used in computation of net income (loss) per share (in thousands) (diluted)		19,873			19,432		20,150			19,191
Weighted-average number of shares related to outstanding options		1,125			—		147			83
Non-GAAP weighted-average number of Common Stock used in computation of net income per share (in thousands) (diluted)		20,998			19,432		20,297			19,274
GAAP diluted net income (loss) per share	$	(0.01	)	$	0.03	$	0.06		$	(0.01	)
Equity-based compensation expense	$	0.03		$	0.03	$	0.11		$	0.12
Interest and other income, net (1)	$	(0.00	)		—	$	(0.02	)	$	(0.00	)
Non-GAAP diluted net income per share	$	0.02		$	0.06	$	0.15		$	0.11

(1) Results for the fiscal years of 2007 and 2006 included a gain, net of taxes, of $0.3 million and $0.1 million, respectively, reported in interest and other income related to the disposal of an investment. Results for the three months ended December 31, 2007 included tax provision expenses of $0.1 related to a gain from disposal of an investment.

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

	December 31,			December 31,
	2007			2006
	Unaudited			Audited
ASSETS
Current assets:
Cash and cash equivalents	$	40,697		$	37,968
Marketable securities and short term bank deposits		35,678			26,266
Trade receivables, net		2,502			8,421
Deferred tax assets		861			613
Prepaid expenses		904			564
Investment		4,233			—
Other current assets		2,391			1,890
Total current assets		87,266			75,722
Long-term investments:
Severance pay fund		3,091			2,338
Deferred tax assets		455			382
Property and equipment, net		1,626			1,706
Investment		—			4,233
Goodwill		36,498			36,498
Other intangible assets, net		53			201
Total assets	$	128,989		$	121,080
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	455		$	718
Accrued expenses and other payables		8,802			9,462
Taxes payable		320			135
Deferred revenues		727			406
Total current liabilities		10,304			10,721
Accrued severance pay		3,141			2,519
Accrued liabilities		1,156			1,697
Total liabilities		14,601			14,937
Stockholders’ equity:
Common Stock		20			19
Additional paid in-capital		149,772			142,826
Other comprehensive income		7			—
Accumulated deficit		(35,411	)		(36,702	)
Total stockholders’ equity		114,388			106,143
Total liabilities and stockholders’ equity	$	128,989		$	121,080