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, 2008

CEVA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

000-49842
(Commission File Number) 77-0556376
(I.R.S. Employer Identification No.)

2033 Gateway Place, Suite 150, San Jose, CA
(Address of Principal Executive Offices) 95110
(Zip Code)

408/514-2900
(Registrant’s Telephone Number, Including Area Code)

     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 (see General Instruction A.2. below):

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, 2008, CEVA, Inc. (the “Company”) announced its financial results for the quarter ended March 31, 2008. A copy of the press release, dated April 29, 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.

     In addition to the disclosure of financial results for the quarter ended March 31, 2008 in accordance with generally accepted accounting principles in the United States (“GAAP”), the press release also included a reconciliation of financial measures for the quarters ended March 31, 2008 and 2007 that excluded for the quarter ended March 31, 2008, the expenses associated with the application of Statement of Financial Accounting Standards (“SFAS”) 123(R), reorganization expense, net of taxes, associated with the termination of the long-term Harcourt lease property in Ireland and capital gains, net of taxes, associated with the Company’s divestment of its equity investment in GloNav Inc. to NXP Semiconductors.

     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, 2008 and 2007 because the non-GAAP presentation excluded non-cash equity-based compensation expenses, reorganization expense associated with the Harcourt lease and capital gains associated with the equity divestment that management does not consider meaningful for purposes of analyzing the Company’s core operating results and making budget-planning decisions. 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, 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: April 29, 2008	By:	/s/ Yaniv Arieli
		Yaniv Arieli
		Chief Financial Officer

EX-99.1

Exhibit 99.1

CEVA, Inc. Announces Record First Quarter 2008 Financial Results

Record high total revenue and royalty revenue; Key license agreements for mobile multimedia,
femtocells and solid state drive applications

SAN JOSE, Calif. — April 29, 2008 - CEVA, Inc. [(NASDAQ: CEVA); (LSE: CVA)], a leading licensor of silicon intellectual property (SIP) platform solutions and DSP cores for mobile handsets, consumer electronics and storage applications, today announced its financial results for the first quarter ended March 31, 2008.

Total revenue for the first quarter of 2008 was $10.1 million, an increase of 30% compared to $7.7 million reported for the first quarter of 2007. First quarter of 2008 licensing revenue was $5.1 million, an increase of 10% from $4.6 million reported for the first quarter of 2007. Royalty revenue for the first quarter of 2008 was an all-time record high of $3.7 million, an increase of 91% over $2.0 million for the first quarter of 2007 and a sequential increase of 23% over $3.0 million for the fourth quarter of 2007. Revenue from services for the first quarter of 2008 was $1.2 million, an increase of 10% compared to $1.1 million reported for the first quarter of 2007.

Net income for the first quarter of 2008 was $5.5 million, compared to net income of $0 for the first quarter of 2007. Diluted net income per share for the first quarter of 2008 was $0.27 per share, compared to diluted net income per share of $0 for the first quarter of 2007.

The financial results for the first quarter of 2008 include a capital gain of $10.9 million from the divestment of the Company’s equity investment in GloNav Inc. to NXP Semiconductors; a tax expense of $3.1 million related to such divestment; a reorganization expense associated with the termination of the long-term Harcourt lease in Ireland of $3.5 million; and equity-based compensation expense of $0.6 million. The contribution to the diluted net income per share for the first quarter of 2008 of the capital gain, net of taxes and the reorganization expenses were $0.37 and $(0.17), respectively.

During the quarter, the Company concluded ten new license agreements. Eight agreements were for CEVA DSP cores and platforms and two were for CEVA SATA technology. Target applications for customer deployment are 3G smart phones, cellular femtocells, portable multimedia players and solid state drive (SSD) devices. Geographically, three of the ten deals signed were in the U.S., six were in Europe and one was in the Asia Pacific region.

In the first quarter of 2008, CEVA signed three new agreements for its multimedia technologies. These key customer wins reflect the Company’s strategy to develop portable multimedia technology solutions exploiting the growing use of Internet video, including movies trailers, music videos and user-generated content sites such as YouTube. CEVA’s unique DSP software-based solution supports both present and future video and audio formats without the need for dedicated hardware in the system or costly silicon respin each time a new video or audio format gains popularity on the Internet.

Gideon Wertheizer, Chief Executive Officer of CEVA, stated: “The first quarter of 2008 represented the most successful quarter in CEVA’s five year history, with record total revenue, royalty revenue, net income and earnings per share. Record royalties of $3.7 million reflect the Company’s growing market share expansion in the cellular handset market. Our strong presence across all the key handset segments, comprising of ultra low-cost, mid-range and high-end 3.5G phones, continues to grow as many of the leading handset manufacturers transitioning to multi-source strategies favor CEVA’s DSP technology.”

Yaniv Arieli, Chief Financial Officer of CEVA, stated: “In the first quarter, we set new standards for both the Company’s financial performance and the industry’s adoption of CEVA’s technologies. Royalties came in at a record high, as has been the case for each of the last three quarters. CEVA also generated record high net income and earnings per share. The Company also managed to generate overall positive cash flow of approximately $9.1 million during the quarter, mainly due to the divestment of our equity investment in GloNav to NXP Semiconductors, off-set by the one-time payment of approximately $5.8 million associated with the termination of the Harcourt lease. As of March 31, 2008, CEVA’s cash balances and marketable securities were $85.5 million.”

CEVA Conference Call

On April 29, 2008, 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)

• UK/Rest of World: Dial +44-800-032-3836 (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=47253. 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: 42226593) for US domestic callers and +44-800-917-2646 (passcode: 42226593) for international callers from two hours after the end of the call until 11:59 p.m. (Eastern Time) on May 6, 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
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) platform solutions and DSP cores for mobile, consumer electronics and storage applications. 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 225 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 statement that the record royalties in the first quarter of 2008 reflect CEVA’s growing market share expansion in the cellular handset market. The risks, uncertainties and assumptions include: the ability of CEVA’s DSP cores and other technologies to continue to be strong growth drivers for the Company, including adapting to changes in the cellular handset market; the effect of intense competition within our industry; 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 license and 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
	March
	2008			2007
	Unaudited			Unaudited
Revenues:
Licensing	$	5,088		$	4,639
Royalties		3,733			1,957
Other revenues		1,246			1,130
Total revenues		10,067			7,726
Cost of revenues		1,170			1,007
Gross profit		8,897			6,719
Operating expenses:
Research and development, net		5,120			4,700
Sales and marketing		1,773			1,555
General and administrative		1,590			1,246
Amortization of intangible assets		21			42
Reorganization expense		3,537			—
Total operating expenses		12,041			7,543
Operating loss		(3,144	)		(824	)
Financial income, net		808			824
Other income		10,869			—
Income before taxes on income		8,533			—
Taxes on income		3,022			—
Net income	$	5,511		$	0
Basic and diluted net income per share	$	0.27		$	0.00
Weighted-average number of Common Stock used in computation of net income per share (in thousands):
Basic		20,095			19,420
Diluted		20,724			19,420

Unaudited Reconciliation of Financial Measures

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

	Quarter ended
	March 31,
	2008			2007
	Unaudited			Unaudited
GAAP net income	$	5,511		$	0
Equity-based compensation expense included in cost of revenue		28			18
Equity-based compensation expense included in research and development expenses		267			196
Equity-based compensation expense included in sales and marketing expenses		95			82
Equity-based compensation expense included in general and administrative expenses		188			176
Reorganization expense (1)		3,537			—
Other income (2)		(10,865	)		—
Taxes on income (2)		3,105
Total reconciliation	$	1,866		$	472
GAAP weighted-average number of Common Stock used in computation of diluted net income per share (in thousands)		20,724			19,420
Weighted-average number of shares related to outstanding options		169			208
Weighted-average number of Common Stock used in computation of diluted net income per share excluding equity-based compensation expense, reorganization expense, net and capital gains from divestment of GloNav equity investment, net (in thousands)		20,893			19,628
GAAP diluted net income per share	$	0.27		$	0.00
Equity-based compensation expense	$	0.02		$	0.02
Reorganization expense (1)	$	0.17			—
Other income (2)	$	(0.52	)		—
Taxes on income (2)	$	0.15			—
Total reconciliation	$	0.09		$	0.02

(1)	Results for the three months ended March 31, 2008 included a reorganization expense of $3.5 million related to termination of the long-term Harcourt lease property in Ireland.
(2)	Results for the three months ended March 31, 2008 included a capital gain of 10.9 million reported in interest and other income, net and the applicable tax expense of $3.1 million reported in taxes on income, related to the divestment of CEVA’s equity interest in GloNov Inc. to NXP Semiconductors.

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

	March 31,			December 31,
	2008			2007
	Unaudited			Audited
ASSETS
Current assets:
Cash and cash equivalents	$	52,501		$	40,697
Marketable securities and short term bank deposits		33,013			35,678
Trade receivables, net		6,004			2,502
Deferred tax assets		993			861
Prepaid expenses		1,633			904
Investment		—			4,233
Other current assets		1,875			2,391
Total current assets		96,019			87,266
Long-term investments:
Severance pay fund		3,539			3,091
Deferred tax assets		732			455
Property and equipment, net		1,558			1,626
Goodwill		36,498			36,498
Other intangible assets, net		32			53
Total assets	$	138,378		$	128,989
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	870		$	455
Accrued expenses and other payables		8,638			8,452
Taxes payable		3,391			320
Deferred revenues		701			727
Total current liabilities		13,600			9,954
Accrued severance pay		3,724			3,141
Accrued liabilities		—			1,506
Total liabilities		17,324			14,601
Stockholders’ equity:
Common Stock		20			20
Additional paid in-capital		150,973			149,772
Other comprehensive income (loss)		(39	)		7
Accumulated deficit		(29,900	)		(35,411	)
Total stockholders’ equity		121,054			114,388
Total liabilities and stockholders’ equity	$	138,378		$	128,989