8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 21, 2003

ParthusCeva, Inc.

(Exact Name of Registrant as Specified in 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, California	95110
(Address of Principal Executive Offices)	(Zip Code)

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

Item 12.    Results of Operations and Financial Condition.

On October 21, 2003, ParthusCeva, Inc. announced its financial results for the quarter ended September 30, 2003. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

SIGNATURE

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.

	PARTHUSCEVA, INC. (Registrant)
Date: October 21, 2003	By:	/s/    CHESTER J. SILVESTRI
		Name: Chester J. Silvestri Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 21, 2003.

EX-99.1

Press Release Exhibit 99.1

[ParthusCeva Logo Appears Here]

PARTHUSCEVA ANNOUNCES RESULTS FOR THE THIRD QUARTER ENDED

SEPTEMBER 30, 2003

San Jose, CA – October 21, 2003 – ParthusCeva, Inc. (NASDAQ: PCVA and LSE: PCV), the leading licensor of Digital Signal Processor (DSP) cores and solutions to the semiconductor industry, today announced results for the third quarter ended September 30, 2003.

Total revenues for the third quarter increased to $9.3 million, compared with $9.1 million for the second quarter. Licensing revenues for the third quarter were $6.5 million, compared with $6.3 million for the second quarter. Royalty revenues in the third quarter were $1.2 million, compared with $854,000 for the second quarter. Gross margins in the third quarter were 85%, compared with 82% in the second quarter.

Including a restructuring charge of $1.4 million, net loss for the third quarter was $1.1 million, compared with net income of $32,000 for the second quarter. Excluding the restructuring charge, net income in the third quarter was $268,000. Net loss per share for the third quarter, including the restructuring charge, was $0.06, compared with net income per share of $0.002 for the second quarter.

Chet Silvestri, Chief Executive Officer of ParthusCeva, commented: “I am very pleased that ParthusCeva has maintained good revenue growth and operating performance in the quarter. We achieved strong growth in royalty revenues, which grew 37% quarter-on-quarter. In the fourth quarter we look forward to maintaining our business momentum and launching our next-generation DSP architecture, which we believe will deliver breakthrough levels of performance and scalability to our customers.”

In the third quarter, ParthusCeva signed five new license agreements covering a range of DSP and platform-IP technologies, and announced licensing agreements with semiconductor leaders including STMicroelectronics, Infineon, Renasas and Via Telecom, reflective of strong industry uptake of ParthusCeva’s DSP technology. The continued strong growth in royalty revenues reflects an increased number of ParthusCeva licensees successfully shipping solutions powered by ParthusCeva technology, predominantly in the wireless sector.

Cash and cash equivalents at the end of the third quarter were $63.5 million.

Presentation of Non-GAAP Information

Management believes that it is useful to present net loss and expenses figures above, excluding the restructuring charge, because management believes that the figures provide a better picture of the company’s historical operating results and a more useful point of comparison for its future performance.

~ End ~

Contacts:

ParthusCeva Inc.	FD International
Barry Nolan & Christine Russell	James Melville-Ross/Ben Way(UK)
+353 1 4025700. +1 408 514 2924	+44 20 7831 3113

ParthusCeva, Inc.

Headquartered in San Jose, ParthusCeva (NASDAQ: PCVA and LSE: PCV) is the leading licensor of DSP cores and solutions to the semiconductor industry. ParthusCeva’s products are used in over 50 million devices each year. For more information, visit us at http://www.parthusceva.com.

Earnings Call

The management of ParthusCeva will hold a conference call for investors and analysts at 8:00 am EST, 13:00 BST and 14:00 CET on Wednesday, October 22, 2003.

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

• US Participants’ Telephone: +1-866-629-0054 (password: ParthusCeva)

• UK/European Participants’ Telephone: +44-1452-569-340 (Password: ParthusCeva)

If you cannot join the call, you can listen to a recording, which will be available approximately one hour after the call for five working days at the following dial-in numbers:

• US Participants’ Telephone: +1-706-645-9291 (Access code: 3129190#)

• UK/European Participants’ Telephone: +44-1452-55-00-00 (Access code: 3129190#)

The call can also be accessed via ParthusCeva’s website at www.parthusceva.com. Follow the directions on the main page to link to the audio. Please go to the website at least 15 minutes prior to the call to register, and to download and install any necessary audio software. The webcast will be archived for 30 days.

ParthusCeva Safe Harbor Statement

Various statements in this press release concerning ParthusCeva’s future expectations, plans and prospects are “forward-looking statements”, which are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated. Any statements that are not statements of historical fact (including, without limitation, statements to the effect that the company or its management “believes”, “expects”, “anticipates”, “plans” and similar expressions) should be considered forward-looking statements. These statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described, including the following:

• the industries in which we license our technology are experiencing a challenging period of slow growth that has negatively impacted and could continue to negatively impact our business and operating results;

• the markets in which we operate are highly competitive, and as a result we could experience a loss of sales, lower prices and lower revenue;

• our operating results fluctuate from quarter to quarter due to a variety of factors including our lengthy sales cycle, and are not a meaningful indicator for future performance

• we rely significantly on revenue derived from a limited number of licensees; and

• other risks discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors that Could Affect Our Operating Results,” in our quarterly report on Form 10-Q for the second quarter of 2003, filed with the U.S. Securities and Exchange Commission on August 12, 2003.

PARTHUSCEVA, INC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

U.S. dollars in thousands, except share and per share data

	Quarter ended					Nine months ended					Quarter ended
	September 30, Unaudited					September 30, Unaudited					June 30, Unaudited
	2003			2002		2003			2002		2003
Revenues:
Licensing and royalties	$	7,651		$	3,921	$	21,802		$	10,916	$	7,170
Other revenue		1,651			931		5,430			2,618		1,917
Total revenues		9,302			4,852		27,232			13,534		9,087
Cost of revenues		1,415			322		4,654			938		1,601
Gross profit		7,887			4,530		22,578			12,596		7,486
Operating expenses:
Research and development, net		4,490			1,408		12,591			4,624		4,052
Sales and marketing		1,436			734		4,258			2,227		1,449
General and administrative		1,455			1,013		4,418			2,368		1,485
Amortization of intangible assets		288			—		856			—		284
Restructuring charge		1,402			—		2,782			—		—
Total operating expenses		9,071			3,155		24,905			9,219		7,270
Operating income (loss)		(1,184	)		1,375		(2,327	)		3,377		216
Financial income, net		160			25		605			75		205
Currency translation differences		(10	)		—		(598	)		—		(389	)
Income (loss) before taxes on income		(1,034	)		1,400		(2,320	)		3,452		32
Taxes on income		100			419		100			961		—
Net income (loss)		(1,134	)		981		(2,420	)		2,491		32
Basic and diluted earnings (loss) per share	$	(0.063	)	$	0.109	$	(0.134	)	$	0.276	$	0.002
Weighted average number of shares of Common Stock used in computation of earnings (loss) per share (in thousands):
Basic		18,108			9,041		18,085			9,041		18,079
Diluted		18,108			9,041		18,085			9,041		18,149

PARTHUSCEVA, INC. AND ITS SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands, except share and per share data

	September 30, 2003			December 31, 20021			June 30, 2003
	Unaudited						Unaudited
ASSETS
Current assets:
Cash and cash equivalents	$	63,515		$	73,810		$	65,294
Trade receivables, net		7,894			6,471			9,374
Other accounts receivable and prepaid expenses		1,956			1,748			1,814
Inventories, net		220			168			236
Total current assets		73,585			82,197			76,718
Long-term investments:
Severance pay fund		1,418			1,152			1,471
Investment in other company		1,350			1,350			1,350
		2,768			2,502			2,821
Property and equipment, net		6,356			6,593			7,153
Goodwill		38,398			38,398			38,398
Other intangible assets, net		4,863			5,492			4,924
Total assets	$	125,970		$	135,182		$	130,014
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	3,223		$	2,491		$	4,138
Accrued expenses and other payables		11,260			18,982			12,714
Taxes payable		1,030			1,291			1,093
Deferred revenues		984			1,115			1,719
Total current liabilities		16,497			23,879			19,664
Accrued severance pay		1,427			1,231			1,480
Stockholders’ equity:
Common Stock:		18			18			18
Additional paid in capital		134,445			134,051			134,135
Accumulated deficit		(26,417	)		(23,997	)		(25,283	)
Total stockholders’ equity		108,046			110,072			108,870
Total liabilities and stockholders’ equity	$	125,970		$	135,182		$	130,014

¹ The December 31, 2002 balance sheet information has been derived from the December 31, 2002 audited consolidated financial statements of the Company.