8-K/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

AMENDMENT NO. 1

TO

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 1, 2002

ParthusCeva, Inc.

(Exact name of registrant as specified in charter)

Delaware (State or other jurisdiction of incorporation) 000-49842 (Commission File Number) 77-0556376 (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

N/A

(Former name or former address, if changed since last report)

Item 2.    Acquisition or Disposition of Assets.

On November 1, 2002, DSP Group, Inc. (“DSPG”), Parthus Technologies plc (“Parthus”) and ParthusCeva completed the combination of Parthus with ParthusCeva (f/k/a Ceva, Inc.), formerly a wholly owned subsidiary of DSPG (the “Combination”). Immediately prior to the closing of the Combination, DSPG distributed 100% of the then outstanding equity of ParthusCeva to DSPG stockholders as of October 31, 2002 (the “Record Date”) as part of a tax free spin-off (the “Spin-off”) of ParthusCeva from DSPG.

In the Combination, each issued and outstanding Parthus ordinary share, par value €0.000317 per share, (a “Parthus Ordinary Share”) was cancelled and Parthus shareholders received 0.015141 (the “Exchange Ratio”) validly issued and fully paid shares of common stock, par value $0.001 per share, of ParthusCeva (the “Common Stock”) per Parthus Ordinary Share. Correspondingly, holders of Parthus American Depositary Shares (“ADSs”) (each of which represented 10 Parthus Ordinary Shares) received 0.151410 shares of Common Stock per ADS. In connection with the Combination, ParthusCeva also assumed each outstanding option to purchase Parthus Ordinary Shares that had been granted under Parthus’ existing share option plans. Each such assumed option became an option to purchase that number of shares of Common Stock as is equal to the number of Parthus Ordinary Shares subject to such option immediately prior to the Combination multiplied by the Exchange Ratio and rounded down to the nearest whole number, at an exercise price per share equal to the exercise price per Parthus Ordinary Share at which such option was exercisable immediately prior to the Combination divided by the Exchange Ratio and rounded up to the nearest whole cent.

In the Spin-off, stockholders of DSPG received one share of Common Stock for every three shares of common stock of DSPG held by them at the Record Date.

Immediately following the Combination, the former holders of Parthus Ordinary Shares and ADSs owned approximately 49.9% of the outstanding shares of Common Stock and the stockholders of DSPG owned approximately 50.1% of the outstanding shares of Common Stock.

In addition, immediately prior to the closing of the Combination, an aggregate of US$60 million was distributed to the former Parthus shareholders as a court approved capital repayment (“Capital Repayment”), equal to US$1.008940 per ADS and US$0.100894 per Parthus Ordinary Share.

Pursuant to the Combination Agreement, ParthusCeva’s board of directors was reconstituted to consist of four existing members of ParthusCeva’s board of directors (Eliyahu Ayalon, Zvi Limon, Bruce A. Mann and Louis Silver) and four former members of the Parthus board of directors (Kevin Fielding, Brian Long, William McCabe, and Sven-Christer Nilsson). In addition, Eliyahu Ayalon, currently Chairman of the Board of Directors of DSPG, and Gideon Wertheizer, formerly of DSPG, were appointed to serve as Chairman, and Executive Vice President-Business Development and Chief Technology Officer, respectively, of ParthusCeva. Brian Long, Kevin Fielding and Elaine Coughlan, each formerly of Parthus, were appointed to serve as Vice Chairman, President and Chief Executive Officer, and Chief Financial Officer, respectively, of ParthusCeva.

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Item 7.	Financial Statements, Pro Forma Financial Information and Exhibits.
(a)	Financial Statements of the Business Acquired:
	The audited financial statements of Parthus Technologies plc as of and for the three years in the period ended December 31, 2001 are filed as Exhibit 99.1 to this amended Report on Form 8-K and are hereby incorporated herein by reference.
	The unaudited financial statements of Parthus Technologies plc as of and for the nine months ended September 30, 2002 and 2001 are filed as Exhibit 99.2 to this amended Report on Form 8-K and are hereby incorporated herein by reference.
(b)	Pro Forma Financial Information:
	The unaudited pro forma combined financial statements of ParthusCeva as of and for the three- and nine-month periods ended September 30, 2002 and the year ended December 31, 2001 are filed as Exhibit 99.3 to this amended Report on Form 8-K and are hereby incorporated herein by reference.
(c)	Exhibits:

Exhibit No.	Description
2.1*	Combination Agreement dated as of April 4, 2002, by and among DSP Group, Inc., ParthusCeva (f/k/a Ceva, Inc.) and Parthus Technologies plc (incorporated by reference herein to Exhibit 2.1 of ParthusCeva’s Registration Statement on Form S-1 (File No. 333-97353) filed with the Securities and Exchange Commission on October 30, 2002).**
2.2*	Amendment No. 1 to the Combination Agreement dated as of August 29, 2002 by and among DSP Group, Inc., ParthusCeva and Parthus Technologies plc (incorporated by reference herein to Exhibit 2.2 of ParthusCeva’s Registration Statement on Form S-1 (File No. 333-97353) filed with the Securities and Exchange Commission on October 30, 2002.)**
23.1	Consent of KPMG, chartered accountants.
99.1	Audited financial statements of Parthus Technologies plc as of and for the three years in the period ended December 31, 2001.
99.2	Unaudited financial statements of Parthus Technologies plc as of and for the nine months ended September 30, 2002 and 2001.
99.3	Unaudited pro forma combined financial statements of ParthusCeva as of and for the nine months ended September 30, 2002 and the year ended December 31, 2001.

* Previously filed.

** The exhibits and schedules to the Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. ParthusCeva will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

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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.

Date:    December 16, 2002	PARTHUSCEVA, INC. (Registrant)
	By:	/s/    KEVIN FIELDING
		Kevin Fielding President and Chief Executive Officer

:	By:	/s/    ELAINE COUGHLAN
		Elaine Coughlan Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
2.1*	Combination Agreement dated as of April 4, 2002, by and among DSP Group, Inc., ParthusCeva (f/k/a Ceva, Inc.) and Parthus Technologies plc (incorporated by reference herein to Exhibit 2.1 of ParthusCeva’s Registration Statement on Form S-1 (File No. 333-97353) filed with the Securities and Exchange Commission on October 30, 2002).**
2.2*	Amendment No. 1 to the Combination Agreement dated as of August 29, 2002 by and among DSP Group, Inc., ParthusCeva and Parthus Technologies plc (incorporated by reference herein to Exhibit 2.2 of ParthusCeva’s Registration Statement on Form S-1 (File No. 333-97353) filed with the Securities and Exchange Commission on October 30, 2002.)**
23.1	Consent of KPMG, chartered accountants.
99.1	Audited financial statements of Parthus Technologies plc as of and for the three years in the period ended December 31, 2001.
99.2	Unaudited financial statements of Parthus Technologies plc as of and for the nine months ended September 30, 2002 and 2001.
99.3	Unaudited pro forma combined financial statements of ParthusCeva as of and for the three- and nine-month periods ended September 30, 2002 and the year ended December 31, 2001.

* Previously filed.

** The exhibits and schedules to the Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. ParthusCeva will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

EX-23.1

EXHIBIT 23.1

INDEPENDENT AUDITORS’ CONSENT

The Board of Directors

ParthusCeva, Inc.

We consent to the use of our report dated January 25, 2002 with respect to the consolidated balance sheets of Parthus Technologies plc as of December 31, 2001 and 2000, and the related consolidated statements of operations, shareholders’ equity and comprehensive income and cash flows for each of the years in the three-year period ended December 31, 2001, included as an exhibit to the amended Report on Form 8-K of ParthusCeva, Inc. dated November 1, 2002.

/S/ KPMG

KPMG

Chartered Accountants

Dublin, Ireland

December 16, 2002

EX-99.1

Exhibit 99.1

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

OF PARTHUS TECHNOLOGIES PLC

Report of independent chartered accountants	2
Consolidated balance sheets at December 31, 2000 and 2001	3
Consolidated statements of operations for the years ended December 31, 1999, 2000 and 2001	4
Consolidated statements of shareholders’ equity and comprehensive income for the years ended December 31, 1999, 2000 and 2001	5
Consolidated statements of cash flows for the years ended December 31, 1999, 2000 and 2001	6
Notes to the consolidated financial statements of Parthus Technologies plc	7

1

REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS

To the Directors and Shareholders of Parthus Technologies plc

We have audited the accompanying consolidated balance sheets of Parthus Technologies plc and subsidiaries as of December 31, 2000 and 2001 and the related consolidated statements of operations, shareholders’ equity and comprehensive income and cash flows for each of the years in the three year period ended December 31, 2001. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Parthus Technologies plc and subsidiaries as of December 31, 2000 and 2001, and the consolidated results of their operations and their cash flows for each of the years in the three year period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.

KPMG

Chartered Accountants

Dublin, Ireland

January 25, 2002

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PARTHUS TECHNOLOGIES PLC

CONSOLIDATED BALANCE SHEETS

	December 31,
	2000			2001
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	159,865		$	121,503
Short term investments—available for sale (note 4)		—			1,800
Accounts receivable		3,245			3,541
Government grants receivable		904			—
Prepayments and other current assets (note 5)		2,851			3,365
Inventory (note 6)		1,250			797
Total current assets		168,115			131,006
Property, plant and equipment, net (note 7)		4,891			7,691
Goodwill, net (note 9)		—			62,691
Intangible assets, net (note 10)		6,240			4,432
Total assets	$	179,246		$	205,820
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	3,802		$	5,672
Accrued liabilities (note 11)		9,438			11,178
Deferred revenue		5,680			4,759
Taxes payable		1,809			2,124
Total current liabilities		20,729			23,733
Minority interests (note 12)		1,001			—
Shareholders’ equity
Ordinary shares, par value €0.000317per share; 8,000,000,000 shares authorized at December 3l, 2000 and 2001; 530,595,999 and 581,180,431 shares issued and outstanding at December 31, 2000 and 2001 (note 14)		191			205
Additional paid in capital		177,657			239,138
Deferred stock compensation		(4,147	)		(5,052	)
Accumulated other comprehensive income		(1,705	)		(3,065	)
Retained earnings		(14,480	)		(49,139	)
Total shareholders’ equity		157,516			182,087
Total liabilities and shareholders’ equity	$	179,246		$	205,820

The accompanying notes are an integral part of these consolidated financial statements.

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PARTHUS TECHNOLOGIES PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year ended December 31,
	1999			2000			2001
	(in thousands, except share and per share data)
Revenue
IP license	$	5,214		$	16,059		$	29,998
IP creation		13,826			12,433			6,756
Hard IP		—			3,428			4,165
Total revenue		19,040			31,920			40,919
Cost of revenue
IP license		983			2,960			5,052
IP creation		8,325			8,334			4,751
Hard IP		—			2,116			2,261
Total cost of revenue		9,308			13,410			12,064
Gross margin		9,732			18,510			28,855
Research and development (note 15)		7,128			19,090			29,994
Sales and marketing (note 15)		2,479			9,012			11,054
General and administrative (note 15)		2,994			9,741			7,364
Amortization of goodwill and intangible assets		—			1,081			9,195
In-process research and development charge (note 8)		—			—			10,895
Restructuring charge (note 17)		—			—			765
Total operating expenses		12,601			38,924			69,267
Loss from operations		(2,869	)		(20,414	)		(40,412	)
Interest income		172			5,346			6,394
Interest expense (note 16)		(27	)		—			—
Foreign exchange gain (loss)		241			434			(241	)
Minority interest (note 12)		(75	)		(204	)		(100	)
Loss before provision for income taxes		(2,558	)		(14,838	)		(34,359	)
Provision for income taxes (note 18)		—			(1,205	)		(300	)
Net loss		(2,558	)		(16,043	)		(34,659	)
Preference dividends (note 13)		(54	)		(15	)		—
Net loss available to ordinary shareholders	$	(2,612	)	$	(16,058	)	$	(34,659	)
Net loss per ordinary share
Basic and diluted	$	(0.007	)	$	(0.034	)	$	(0.062	)
Weighted average number of ordinary shares
Outstanding
Basic and diluted		362,473,760			471,389,525			558,946,827

The accompanying notes are an integral part of these consolidated financial statements.

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PARTHUS TECHNOLOGIES PLC

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

AND COMPREHENSIVE INCOME

	Number of Ordinary Shares	Amount		Additional Paid-in Capital			Deferred Stock Compensation			Accumulated Other Comprehensive Income			Retained Earnings			Total Share- holders’ Equity
	(in thousands, except share data)
Balance at December 31, 1998	362,473,760	$	143	$	7,876		$	—		$	(100	)	$	4,190		$	12,109
Comprehensive income:
Net loss	—		—		—			—			—			(2,558	)		(2,558	)
Currency translation adjustment	—		—		—			—			(1,668	)		—			(1,668	)
Total comprehensive Income																	(4,226	)
Non cash stock compensation	—		—		2,726			(2,726	)		—			—			—
Stock compensation Expense	—		—		—			52			—			—			52
Preference dividends	—		—		—			—			—			(54	)		(54	)
Balance at December 31, 1999	362,473,760		143		10,602			(2,674	)		(1,768	)	$	1,578		$	7,881
Comprehensive income:
Net loss	—		—		—			—			—			(16,043	)		(16,043	)
Currency translation adjustment	—		—		—			—			63			—			63
Total comprehensive Income																	(15,980	)
Exercise of share options	39,477,264		11		1,377			—			—			—			1,388
Issue of ordinary shares	128,644,975		37		172,858			—			—			—			172,895
Share issue costs	—		—		(14,193	)		—			—			—			(14,193	)
Non cash stock compensation	—		—		7,013			(7,013	)		—			—			—
Stock compensation Expense	—		—		—			5,540			—			—			5,540
Preference dividends	—		—		—			—			—			(15	)		(15	)
Balance at December 31, 2000	530,595,999	$	191	$	177,657		$	(4,147	)	$	(1,705	)	$	(14,480	)	$	157,516
Comprehensive income:
Net loss	—		—		—			—			—			(34,659	)		(34,659	)
Currency translation adjustment	—		—		—			—			(1,360	)		—			(1,360	)
Total comprehensive Income																	(36,019	)
Exercise of share options	7,976,400		2		1,160			—			—			—			1,162
Issue of ordinary shares	42,608,032		12		58,372			—			—			—			58,384
Share issue costs	—		—		(762	)		—			—			—			(762	)
Non-cash stock compensation	—		—		2,711			(2,711	)		—			—			—
Stock compensation expense	—		—		—			1,806			—			—			1,806
Balance at December 31, 2001	581,180,431	$	205	$	239,138		$	(5,052	)	$	(3,065	)	$	(49,139	)	$	182,087

The accompanying notes are an integral part of these consolidated financial statements.

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PARTHUS TECHNOLOGIES PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year ended December 31,
	1999			2000			2001
	(in thousands)
Cash flows from operating activities
Net loss	$	(2,558	)	$	(16,043	)	$	(34,659	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Loss on disposal of fixed assets		—			1			1
Depreciation		1,089			1,944			2,668
Amortization of goodwill and intangible assets		—			1,081			9,195
In-process research and development charge		—			—			10,895
Non-cash interest expense		27			—			—
Undistributed earnings of minority interest		75			204			100
Unrealized foreign exchange gains		(143	)		(341	)		(556	)
Non-cash stock compensation expense		52			5,540			1,806
Changes in assets and liabilities
Increase in accounts receivable		(1,396	)		(249	)		(472	)
(Increase) decrease in prepayments and other current assets		(375	)		(2,575	)		455
(Increase) decrease in related party receivables		(425	)		400			—
(Increase) decrease in inventory		—			(288	)		425
Increase in accrued liabilities		2,096			5,563			838
Increase (decrease) in deferred revenue		874			3,940			(946	)
(Decrease) increase in taxes payable		(358	)		1,232			404
Increase in accounts payable		654			2,456			1,930
Net cash (used in) provided by operating activities		(388	)		2,865			(7,916	)
Cash flows from investing activities
Purchase of fixed assets		(1,281	)		(3,428	)		(5,538	)
Sale of fixed assets		—			1			—
Purchase of business and intangible assets		—			(7,453	)		(25,108	)
Cash acquired with subsidiary undertaking		—			—			1,061
Purchase of short term investments		—			—			(1,800	)
Net cash used in investing activities		(1,281	)		(10,880	)		(31,385	)
Cash flows from financing activities
Proceeds from issuance of share capital		—			172,424			2,209
Share issuance costs		—			(12,535	)		(762	)
Redemption of redeemable shares		(664	)		(1,623	)		—
Proceeds from (repayment of) bank overdraft		84			(84	)		—
Preference dividends paid		(54	)		(15	)		—
Net cash (used in) provided by financing activities		(634	)		158,167			1,447
Effect of exchange rate movements on cash		(1,733	)		(601	)		(508	)
Net (decrease) increase in cash and cash equivalents		(4,036	)		149,551			(38,362	)
Cash and cash equivalents at beginning of year		14,350			10,314			159,865
Cash and cash equivalents at end of year	$	10,314		$	159,865		$	121,503

The accompanying notes are an integral part of these consolidated financial statements.

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PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.    Business Overview

Parthus Technologies plc and its subsidiary companies (collectively known as the ‘‘Company’’) is a leading supplier of platform-level intellectual property solutions to the mobile Internet market. The Company offers businesses significant time-to-market advantages by delivering system level solutions for mobile Internet devices that can be integrated quickly and easily with customer owned technology and third party industry standards. The Company’s customers consist primarily of leading electronic product and semiconductor manufacturers.

2.    Significant accounting polices

(a)  Basis of preparation

The accounting policies noted below were applied in the preparation of the accompanying financial statements and are in conformity with accounting principles generally accepted in the United States (“US GAAP”).

(b)  Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

(c)  Principles of consolidation

The consolidated financial statements incorporate the financial statements of the Company and all of its subsidiaries. All significant intercompany balances and transactions have been eliminated on consolidation.

(d)  Revenue recognition

The Company recognizes revenue in accordance with the provisions of the American Institute of Certified Public Accountants’ Statement of Position No. 97-2 and No. 98-4 ‘‘Software Revenue Recognition’’ (SOP 97-2 and SOP 98-4) as follows:

Intellectual Property (IP) Licence revenue consists of license fees received under the terms of license agreements with customers to enable them to use the Company’s IP which is customized to each customer’s specific requirements. The Company licenses its IP to leading semiconductor manufacturers and electronic product manufacturers for applications in the Mobile-Internet market. The Company’s IP consists of software and related documentation that enable a customer to produce integrated circuits and related technology and software. In general the time between the signing of a license and final customer acceptance is between three and twelve months with most time allocated to the period between delivery and acceptance of the technology. Delivery generally occurs within a short time period after signing.

Fees are payable upon completion of agreed upon milestones, such as delivery of specifications and technical documentation. Each licence is designed to meet the specific requirements of the particular customer and can vary from rights to incorporate Company technology into a customer’s own application specific product to the complete design of a ‘‘system on a chip’’.

No upgrades or modifications to the licensed IP are provided. Following customer acceptance, the Company has no further obligations under the license agreement.

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PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Revenues from initial license fees are recognized based on the percentage to completion method over the period from signing of the license through to customer acceptance. Initial license fees are recognized using the percentage of completion method as software requires significant modification or customization. The amount of revenue recognized is based on the total license fees under the license agreement and the percentage to completion achieved. The percentage to completion is measured by monitoring progress using records of actual time incurred to date in the project compared to the total estimated project requirement, which corresponds to the costs related to earned revenues. Estimates of total project requirements are based on prior experience of customization, delivery and acceptance of the same or similar technology and are reviewed and updated regularly by management. After delivery, if uncertainty exists about customer acceptance of the software, license revenue would not be recognized until acceptance. Under the percentage to completion method, provisions for estimated losses on uncompleted contracts are recognized in the period in which the likelihood of such losses is determined.

The Company believes that the use of the percentage of completion method is appropriate as the Company has the ability to make reasonably dependable estimates of the extent of progress towards completion, contract revenues and contract costs. In addition, contracts executed include provisions that clearly specify the enforceable rights regarding services to be provided and received by the parties to the contracts, the consideration to be exchanged and the manner and terms of settlement. In all cases the Company expects to perform its contractual obligations and its licensees are expected to satisfy their obligations under the contract.

The excess of license fees received over revenue recognized in respect of such fees is recorded as deferred revenue.

In addition to the license fees, contracts generally contain an agreement to provide post contract (support, maintenance and training) which consists of an identified customer contact at the Group and telephone or e-mail support. Fees for post contract support which take place after customer acceptance are specified in the contract. Revenue for post contract support is recognized on a straight-line basis over the period for which support and maintenance and training is contractually agreed by the Company with the licensee.

IP creation is the development and design of integrated circuits. Revenues from IP creation comprise revenues arising from fee for service contracts based on time and materials. Revenue from IP creation is recognized when the service has been provided and all obligations to the customer under the contract have been fulfilled.

Hard IP is the incorporation of intellectual property into reference designs (either as silicon chips or printed circuit boards). Revenues from Hard IP are recognized when reference designs are complete, delivery has occurred and all obligations to the customer are fulfilled.

(e)  Research and development

Research and development expenditure is expensed in the period in which it is incurred.

(f)  Government grants

Government grants received relating to capital expenditure are offset against the cost of the related property, plant and equipment.

Grants relating to categories of operating expenditures are credited to income in the period in which the expenditure to which they relate is charged.

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PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(g)  Pension costs

The Company contributes to defined contribution plans covering all eligible employees. The Company contributes to these plans based upon various fixed percentages of employee compensation, and such contributions are expensed as incurred. The amounts of contributions expensed by the Company for the years ended December 31, 1999, 2000 and 2001 were $848,000, $1,529,000 and $1,727,000, respectively.

(h)  Cash equivalents

The Group considers all highly liquid investments with original maturity dates of three months or less to be cash equivalents.

(i)  Property, plant and equipment

The cost of property, plant and equipment is their purchase cost, together with any incidental costs of acquisition.

Depreciation is calculated so as to write off the cost of property, plant and equipment, less estimated residual values, on a straight line basis over the expected useful economic lives of the assets concerned. The principal economic lives used for this purpose are:

Work stations	3—4 years
Plant and machinery	3—5 years
Office equipment	4—5 years
Motor vehicles	4 years

(j)  Intangible assets

Intangible assets represent the acquisition of intellectual property and patents which are amortized over five years on a straight line basis, representing the estimated period over which benefits are expected to accrue. Where events and circumstances are present which indicate that the carrying amount of an intangible asset may not be recoverable, the Company estimates the future undiscounted cash flows expected to result from use of the asset and its eventual disposition. Where future undiscounted cash flows are less than the carrying amount of the asset, the Company will recognize an impairment loss, otherwise no loss is recognized. This impairment loss is measured by comparing the fair value of the asset with its carrying value.

(k)  Goodwill

Goodwill arising on acquisition is capitalized and amortized over five years on a straight line basis, representing the estimated period over which benefits are expected to accrue. Where events and circumstances are present which indicate that the carrying amount of goodwill may not be recoverable, the Company estimates the future undiscounted cash flows expected to result from use of the goodwill and its eventual disposition. Where future undiscounted cash flows are less than the carrying amount of the asset, the Company will recognize an impairment loss, otherwise no loss is recognized. The impairment loss is measured by comparing the fair value of the asset with its carrying value. The Company adopted SFAS No. 142 “Goodwill and Intangible Assets” effective from January 1, 2002. SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment only approach. Amortization of goodwill ceases on adoption of SFAS No. 142.

(l)  Investments—available for sale

The Company has classified short term investments as available for sale in accordance with the terms of SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities”. The investments are reported at fair value with unrealized gains and losses reported in a separate component of shareholder equity. No unrealized gain or loss arose in the year ended December 31, 2001.

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PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(m)  Inventory

Inventory is valued at the lower of cost and net realizable value and after provisions for obsolescence. Cost in the case of raw materials comprises the purchase price and attributable costs, less trade discounts. Cost in the case of work in progress and finished goods, comprises fixed labor, raw materials costs and attributable overheads.

(n)  Operating leases

Costs in respect of operating leases are charged on a straight line basis over the lease term.

(o)  Accounting for stock based compensation

The Company has elected to use the intrinsic value-based method to account for all of its employee stock based compensation plans under APB Opinion No. 25, “Accounting for Stock Issued to Employees”.

Stock compensation is amortized on a straight-line basis over the vesting period of the options, typically four years. The Company has adopted the disclosure requirements of the Statement of Financial Accounting Standards (‘‘SFAS’’) No. 123, “Accounting for Stock Based Compensation” (see note 15).

The Company has not granted options to non employees.

(p)  Foreign currencies and translation of subsidiaries

The Company reporting currency is the US dollar ($).

The functional currency of the Company is Euro and the functional currency of the Company’s overseas operations is the local currency in which its operations conduct their business.

The assets and liabilities of subsidiaries denominated in foreign currencies are translated into Euro at rates of exchange at the balance sheet date.

Statements of income of overseas subsidiaries are translated into Euro at the average exchange rate for the period. Translation differences are taken to the cumulative translation adjustment.

Assets and liabilities so determined are translated into the Company’s reporting currency at the exchange rate at the balance sheet date. Revenues, expenses, gains and losses are translated at a weighted average of the exchange rates during the period, and all translation effects of exchange rate changes are included in the cumulative translation adjustment as a separate component of shareholders’ equity.

Transactions in currencies other than the functional currency are recorded at the rate at the date of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated at exchange rates prevailing at the balance sheet date. Adjustments resulting from these translations are taken to income and, where material, are separately disclosed.

Dividends declared by the Company will be declared in Euro.

10

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(q) Disclosure about fair value of financial instruments

The following methods and assumptions were used to estimate the fair value of each material class of financial instrument:

The carrying amount of cash, cash equivalents, short term investments, unbilled revenue, other receivables, prepayments and other current assets and accounts receivable approximates fair value due to the short term maturities of these instruments.

The carrying amount of accounts payable, payments received on account, accrued liabilities and taxes payable approximates fair value due to the short term maturities of these instruments.

(r) Income taxes

The Company applies SFAS’ No. 109, ‘‘Accounting for Income Taxes’’, which requires the asset and liability method of accounting for income taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which these temporary differences are expected to be recovered or settled.

(s) Advertising costs

All costs associated with advertising and promotion are expensed as incurred. The advertising and promotion expense was $78,000, $1,566,000 and $753,000 for the years ended December 31, 1999, 2000 and 2001, respectively.

(t) Net loss per ordinary share

Basic net loss per ordinary share has been computed by dividing net loss available to ordinary shareholders by the weighted average numbers of ordinary shares outstanding during the period. Diluted net loss per ordinary share is computed by adjusting the weighted average number of ordinary shares outstanding during the period for all potentially dilutive ordinary shares outstanding during the period and adjusting net loss for any changes in loss that would result from the conversion of such potential ordinary shares.

There is no difference, for the years presented, in net loss used for basic and diluted net loss per ordinary share. The reconciliation of the number of shares used in the computation of basic and diluted net income loss per ordinary share is as follows:

	Year ended December 31,
	1999	2000	2001
Weighted average number of ordinary shares outstanding for basic net loss per ordinary share	362,473,760	471,389,525	558,946,827
Effect of dilutive share options outstanding	—	—	—
Weighted average number of ordinary shares for diluted net loss per ordinary share	362,473,760	471,389,525	558,946,827

In the years ended December 31, 1999, 2000 and 2001, share options (see note 15) are anti dilutive.

11

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(u) Allowance for bad debts

The Company recorded an allowance for bad debts in the year ended December 31, 2001 of $232,000. No such allowance was recorded at December 31, 2000.

(v)  Comprehensive income

Total comprehensive income includes net income and other comprehensive income which, for the Company, is comprised of currency translation adjustments.

(w) Recently issued accounting standards

In June 2001, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141, “Business Combinations”. This statement requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. The adoption of this standard did not have any impact on the Company’s consolidated financial statements.

In July 2001, the FASB issued SFAS No. 142 “Goodwill and Other Intangible Assets” which revises the accounting for purchased goodwill and other intangible assets. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001, with earlier adoption permitted. The Company will adopt SFAS No. 142 effective from January 1, 2002. Under SFAS No. 142, purchased goodwill and intangible assets with indefinite lives are no longer amortized, but instead tested for impairment at least annually. Accordingly, the Company has ceased amortization of all goodwill as of January 1, 2002. Goodwill amortization amounted to $7,824,000 for the year ended December 31, 2001. No goodwill amortization arose in either of the years ended December 31, 1999 and 2000. The Company does not have any intangible assets, other than goodwill, with indefinite lives. Intangible assets with finite lives, primarily patents and intellectual property, will continue to be amortized over their useful lives, currently estimated at five years. The Company recorded amortization of intangible assets of $Nil, $1,081,000 and $1,371,000 for the years ended December 31, 1999, 2000 and 2001 respectively.

SFAS No. 142 requires a two step impairment test for goodwill. The first step is to compare the carrying amount of the reporting unit’s assets to the fair value of the reporting unit. If the carrying amount exceeds the fair value then the second step is required to be completed, which involves the fair value of the reporting unit being allocated to each asset and liability with the excess being implied goodwill. The impairment loss is the amount by which the recorded goodwill exceeds the implied goodwill. The Company is required to complete a “transitional” impairment test for goodwill as of the beginning of the fiscal year in which the statement is adopted. This transitional impairment test requires that the Company complete step one of the goodwill impairment test within six months from December 31, 2001. The Company is currently completing this transitional impairment test and does not expect to incur any impairment charges to goodwill.

SFAS No. 143, “Accounting for Asset Retirement Obligations” (“SFAS No. 143”), addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalised as part of the carrying amount of the long-lived asset. This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. The Company does not expect that SFAS No. 143 will have a material impact on the financial statements.

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (“SFAS No. 144”) addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The provisions

12

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

of this statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. The Company does not expect that SFAS No. 144 will have a material impact on the financial statements.

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145 “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145 provides for the rescission of several previously issued accounting standards, new accounting guidance for the accounting for certain lease modifications and various technical corrections that are not substantive in nature to existing pronouncements. SFAS No. 145 will be adopted beginning January 1, 2003, except for the provisions relating to the amendment of SFAS No. 13, which will be adopted for transactions occurring subsequent to May 15, 2002. Adoption of SFAS No. 145 will not have a material impact on the consolidated financial statements.

3.    Related party transactions

The Company trades in the normal course of business with STMicroelectronics Srl., which held 20% of the equity of Silicon Systems Design Limited, a subsidiary undertaking, until June 29, 2001. On that date, Parthus acquired the STMicroelectronics Srl. 20% shareholding in Silicon Systems Design for consideration of $38,640,000 (see note 8).

During the year ended December 31, 2001 Parthus and STMicroelectronics Srl. entered into a multi-technology portfolio licensing and royalty agreement for the complete suite of Parthus mobile Internet IP Platforms. Revenue generated from STMicroelectronics Srl. during the years ended December 31, 1999, 2000 and 2001 was $12,879,000, $12,442,000 and $12,592,000, respectively. The account receivables balances with STMicroelectronics Srl. at December 31, 2000 and 2001 were $12,500 and $404,500 respectively.

William McCabe and Sven-Christer Nilsson, our non-executive directors receive directors fees of approximately $10,000 and $40,000 per annum, plus reasonable expenses. Mr. McCabe is also entitled to approximately $25,000 per annum for consulting services rendered to us.

On July 1, 1996 the Group entered into a property lease agreement with Veton Properties Limited to lease its head office. The lease term is 25 years from July 1, 1996 subject to annual rent of €380,922 ($341,000). Brian Long and Peter McManamon are minority shareholders in the equity of Veton Properties Limited.

During the year ended December 31, 1999, the Group advanced an interest free loan of $400,000 to William McLean, president of US operations and vice president of world-wide sales. The loan was repaid in full in March 2000.

4.    Short term investments—available for sale

The Company has classified its investment portfolio, comprising short term minimum “AA” rated securities, as available for sale. The investments are reported at fair value. The balance was converted into cash in January 2002.

5.    Prepayments and other current assets

	December 31,
	2000		2001
	(in thousands)
VAT taxes recoverable	$	456	$	201
Prepayments		1,538		859
Accrued income		483		2,087
Other current assets		374		218
	$	2,851	$	3,365

13

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

6.    Inventory

	December 31,
	2000		2001
	(in thousands)
Raw materials	$	964	$	635
Work in progress		261		103
Finished goods		25		59
	$	1,250	$	797

7.    Property, plant and equipment

	December 31,
	2000			2001
	(in thousands)
Cost
Work stations	$	7,847		$	11,611
Office equipment		1,356			2,775
Plant and machinery		476			539
Motor vehicles		50			—
		9,729			14,925
Less accumulated depreciation		(4,838	)		(7,234	)
Property, plant and equipment (net)	$	4,891		$	7,691

Depreciation charged to income for the years ended December 31, 1999, 2000 and 2001 was $1,089,000, $1,944,000 and $2,668,000 respectively.

8.    Acquisitions

Acquisition of Chicory Systems Inc.

On May 22, 2001 the Company acquired 100% of the outstanding shares in Chicory Systems Inc., a company incorporated in the United States of America. The results of Chicory Systems Inc have been included in the consolidated financial statements since May 22, 2001. Chicory Systems Inc. delivers innovative, silicon-based intellectual property that accelerates critical mobile Internet applications.

The aggregate purchase price was $43,441,000, comprising cash of $11,708,000 and the issuance of 22,221,442 new ordinary shares with a fair market value of $31,733,000. The fair market value of the issued shares was determined based on the average market price of Parthus’ shares over the 5-day period before and after the terms of the acquisition were agreed to and announced.

The acquisition agreement provides for the issuance of a maximum of 21.9 million additional Parthus ordinary shares contingent upon the achievement by Chicory of certain performance targets over the period to December 31, 2002. Such potential additional purchase consideration will be recorded as goodwill.

All outstanding unvested options over ordinary shares in Chicory Systems Inc. were exchanged for a total of 1,950,167 options over ordinary shares in the Company, the intrinsic value of which was recorded as deferred stock compensation of $2,711,000 and is being amortized on a straight line basis over the remaining option vesting period of two to four years.

14

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The purchase price exceeded the amounts allocated to the assets acquired and liabilities assumed by $32,884,000 and this excess has been classified as goodwill. The following table summarises the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition.

	$’000
Cash	1,061
Prepayments	76
Property, plant and equipment	132
In-process research and development	10,895
Accounts payable and accrued liabilities	(1,243	)
Net assets acquired	10,921
Purchase consideration including costs of acquisition	43,805
Goodwill	32,884

The value assigned to purchased in-process technology relates to two microprocessor architecture projects (Project A and Project B) valued at $7,370,000 and $3,525,000 respectively. The estimated fair value of the acquired in-process research and development projects that had not yet reached technological feasibility and had no alternative future use amounted to $10,895,000.

Technological feasibility or commercial viability of these projects was not established at the acquisition date. These products were considered to have no alternative future use other than the technological indications for which they were in development. Accordingly, these amounts were immediately expensed in the consolidated statement of operations on the acquisition date in accordance with FASB Interpretation No. 4, “Applicability of FASB Statement No. 2 to Business Combinations Accounted for by the Purchase Method.” The estimated fair values of these projects were determined using discounted cash flow models. Projects A and B were estimated to be 80% and 50% complete, respectively; estimated costs to completion of these products were approximately $570,000 and $700,000, respectively, and discount rates of 35% and 40%, respectively, were used. Both projects involve completion of hardware and software elements. The hardware component must be finalized before the software piece (consisting of validation work, completion of the driver code, etc.) can be started. At the valuation date, Project A had not completed the software element and the Project B had not completed the hardware component. These projects were expected to be completed by the end of 2001, when the company expected to commence sales of the products. The principal risks relating to the development of the Project A product technology include completing the hardware solutions, developing the reference software and reference manual, testing and debugging. The principal risks relating to the development of the Project B product technology include completing the micro-architecture, developing the driver code and software for the end product, debugging and testing. Each of these steps must be completed before the products can be released into the market.

The primary focus of Parthus was on the completion of Project A, not only as a stand alone architecture but also with the ability to fully integrate it with existing and future Parthus technology platforms. Costs of approximately $700,000 were incurred on the completion of the Project A architecture. Project A was completed, in line with expectations, in the fourth quarter of fiscal 2001 and is the primary architecture used in Parthus’ Machstream platform technology which Parthus is currently licensing.

In the third quarter of fiscal 2001, following a strategic review, Parthus decided to suspend further investment in Project B.

15

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Acquisition of minority interest in Silicon Systems Design Limited

On June 29, 2001 the Company acquired the remaining 20% minority interest in Silicon Systems Design Limited, a subsidiary of the Company, from STMicroelectronics Srl.

The purchase price was $38,602,000 before acquisition costs of $38,000, comprising cash of $12,998,000 and the issuance of 18,393,670 new ordinary shares with a fair market value of $25,604,000. The fair market value of the issued shares was determined based on the average market price of Parthus’ shares over the 5-day period before and after the terms of the acquisition were agreed to and announced. The excess of total purchase consideration of $38,640,000 including acquisition costs over the fair value of the minority interest acquired of $1,009,000 (note 12) has been allocated to goodwill.

Proforma information

The proforma effect of the acquisitions of Chicory Systems Inc. and the minority interest in Silicon Systems Design Limited if completed on January 1, 2001, would have resulted in revenues, net loss and basic and diluted loss per ordinary share of $40,919,000, $43,769,000 and $0.076 respectively for the year ended December 31, 2001. The proforma effect of the acquisitions, if completed on January 1, 2000 would have resulted in revenues, net loss and basic and diluted loss per ordinary share of $31,920,000, $32,690,000 and $0.064 respectively for the year ended December 31, 2000. The unaudited proforma information does not purport to represent what the Company’s results of operations would actually have been had the acquisition occurred on such dates, nor does it purport to represent the results of operations of the Company for any future period.

Acquisition of the UK based GPS business of Symmetricom Limited

On March 29, 2000 the Company acquired the UK based GPS business of Symmetricom Limited, a wholly owned subsidiary of Symmetricom, Inc., for cash consideration of $6,453,000. On the same date, Symmetricom Inc. subscribed for 2,045,000 ordinary shares for consideration of $1,859,000. The business combination has been accounted for as a purchase. The total purchase consideration of $8,312,000 was allocated as follows:

	(in thousands)
Plant and equipment	$	896
Inventory		1,095
Intangible assets—patents		6,321
	$	8,312

The patents acquired have an estimated life of five years.

9.    Goodwill

	December 31,
	2000		2001
	(in thousands)
Acquired during year (note 8)	$	—	$	70,515
Less: accumulated amortization		—		(7,824	)
	$	—	$	62,691

16

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10.    Intangible assets

	December 31,
	2000			2001
	(in thousands)
Cost	$	7,321		$	6,793
Less: accumulated amortization		(1,081	)		(2,361	)
	$	6,240		$	4,432

Intangible assets represent the acquisition of certain intellectual property from Frontier Design on May 4, 2000 for cash consideration of $1,000,000 together with the value of patents acquired on the purchase of the UK based GPS business of Symmetricom Limited in 2000.

11.    Accrued liabilities

	December 31,
	2000		2001
	(in thousands)
Salary accruals	$	2,429	$	4,047
CAD rental		1,094		312
Professional fees		374		1,052
Amount due to Forbairt, an Irish Government Agency		314		167
Share issue costs accruals		1,658		51
Other accruals		3,569		5,549
	$	9,438	$	11,178

12.    Minority interest

	December 31,
	2000			2001
	(in thousands)
Opening balance	$	909		$	1,001
Share of profit for year		204			100
Currency translation adjustment		(112	)		(92	)
Minority interest acquired (note 8)		—			(1,009	)
	$	1,001		$	—

13.    Redeemable shares

The Company paid dividends of $15,000 during the year ended December 31, 2000 to holders of 4% cumulative redeemable preference shares. These shares were redeemed for cash at par on April 7, 2000.

The Company redeemed 50,000 redeemable preference shares of €1.269738 each and 16,527,600 “B” redeemable preference shares of €0.031743 each for cash at par on April 7, 2000.

In 1994 and 1995 the Company raised finance through the issue of 29,230,400 redeemable ordinary shares with put and call option arrangements to enable the investors to call upon the Company to buy out the investors’

17

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

redeemable ordinary shares at a price to be determined based upon a multiple of ten times one year’s average of the after tax profits in a specified three year period prior to the exercise of the option. In the year to December 31, 1999, 19,000,000 redeemable ordinary shares were repurchased for cash of $664,000. The difference between the carrying amount and the estimated repurchase price of the redeemable ordinary shares was accreted to income over the term of the related financing. The Company redeemed the remaining 10,230,400 redeemable ordinary shares in April 2000 for cash of $295,000.

14.    Equity share capital

On April 7, 2000 the Company reorganized its equity share capital. The Company reclassified 96,901,920 “A” convertible preferred ordinary shares and 14,022,800 “C” deferred ordinary shares in issue into an equal number of ordinary shares. Following the reorganization, the Company had one class of shares in issue. All references to ordinary shares, “A” convertible preferred ordinary shares and “C” deferred ordinary shares were restated to reflect the capital reorganization of April 7, 2000.

On February 29, 2000 the Company effected a stock split of four ordinary shares for each one ordinary share outstanding at that date.

On April 20, 2000 the Company effected a stock split of 10 ordinary shares for each one ordinary share outstanding at that date.

All references to share and per share amounts have been restated to reflect these stock splits.

Holders of ordinary shares will be entitled to receive such dividends as may be recommended by the board of directors of the Company and approved by the shareholders as the board of directors of the Company may decide.

On March 29, 2000 Symmetricom, Inc. subscribed for 2,045,000 ordinary shares as part of the acquisition by the Company of the UK based GPS business of Symmetricom Limited (see note 8).

On March 29, 2000 3 Com Ventures Inc. subscribed for 4,398,720 ordinary shares for cash consideration of $4 million.

On March 31, 2000 ARM Limited subscribed for 2,199,360 ordinary shares for cash consideration of $2 million.

On May 19, 2000 the Company completed an initial public offering (“IPO”) of its shares on both the Nasdaq National Market and London Stock Exchange. The Company issued a total of 111,309,328 ordinary shares for gross proceeds of $140.2 million. Expenses incurred in connection with the offering amounted to $12.5 million.

On November 8, 2000 the Company completed an offering of 8,300,705 ordinary shares for gross proceeds of $23.9 million. Expenses incurred in connection with the offering amounted to $1.7 million.

In June 2000, the Company approved the introduction of an Employee Share Purchase Plan (“ESPP”) which provides eligible employees with the opportunity to purchase ordinary shares in the form of American Depositary Shares (“ADSs”) at a price of 85% of the ADS market value over a designated period. Substantially all employees are eligible to participate and shares are offered based on a percentage of salary up to a specified maximum value. Employees may exercise their purchase right on a twice yearly basis. A total of 500,000 ADSs

18

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

have been reserved for issuance under this plan. On December 30, 2000 the Company issued 39,186 ADSs to employees under the ESPP. During the year ended December 31, 2001, the Company issued a total of 199,292 ADSs (equivalent to 1,992,920 ordinary shares) to employees under the ESPP for consideration of $1 million.

During the years ended December 31, 2000 and 2001 employees exercised 39,477,264 and 7,976,400 options to purchase ordinary shares for gross proceeds of $1.4 million and $1.2 million respectively.

On May 22, 2001 the Company issued 22,221,442 ordinary shares with a fair market value of $31,733,000 as part consideration for the purchase of Chicory Systems Inc. (see note 8).

On June 29, 2001 the Company issued 18,393,670 ordinary shares with a fair market value of $25,604,000 as part consideration for the acquisition of the 20% interest in Silicon Systems Design Limited not owned by the Company (see note 8).

15.    Share options

Non cash stock compensation expenses of $52,000, $5,540,000 and $1,806,000 for the years ended December 31 1999, 2000 and 2001 have been recorded as follows:

	Year Ended December 31,
	1999		2000		2001
	(in thousands)
Research and development	$	36	$	923	$	1,416
Sales and marketing		12		120		197
General and administrative		4		4,497		193
	$	52	$	5,540	$	1,806

The Company granted 23,705,600 options over ordinary shares of €0.000317 each to employees in December 1996 at an exercise price of €0.007936 ($0.008) per share, the estimated market value of an ordinary share in the Company at that date. All of these options were exercised during the year ended December 31, 2000.

On March 30, 1998, the Board of Directors approved the introduction of a fixed share option plan (“the plan”), to include previous option grants. At the annual general meeting held on May 10, 2001, the shareholders approved an increase in the number of options that may be granted to 20% of the enlarged fully diluted share capital as at that date.

Under the terms of the plan, options may be granted to employees, consultants, or directors of the Company and any of its subsidiaries. The option holder shall be entitled, to exercise an option in respect of 25% of the total number of shares which are subject to option on the first anniversary of the date of grant. On each successive month thereafter, the option holder shall be entitled to exercise options in respect of 1/48th of the total number of shares subject to option. All unexercised options shall lapse on the seventh anniversary of the date of grant. All shares allotted under the plan rank pari passu in all respects with the ordinary shares of the Company.

No option may be sold, pledged, assigned, transferred or otherwise disposed of in any other manner by the optionee during his lifetime. Options will lapse to the extent that they have not been exercised by the earliest of the seventh anniversary of its date of grant, the expiration of twelve months from the date of death of the optionee or the date of cessation of the optionee as an employee or Director of the Company. The plan will be administered by the Remuneration Committee of the Board of the Company.

19

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

During 1999, the Company recognized deferred compensation cost of $2,726,000, which is being amortized on a straight line basis over the vesting period of the options, and compensation expense of $52,000 for those instances in which the exercise price of the Company’s options were less than the estimated fair market value of the underlying shares on the date of grant.

In 2000, the Company recognized total deferred compensation cost of $7,013,000, of which $2,633,000 is being amortized on a straight line basis. Compensation expense of $5,540,000 was recorded for the year ended December 31, 2000 including an amount of $4,380,000 arising from the grant in December 1998, of an option to purchase 2,000,000 shares to each of Mr. Brian Long and Mr. Peter McManamon at an exercise price of $0.165115 per ordinary share. The options were exercisable in a two year period from the occurrence of an Option Event as defined in the option agreements. The option agreements were amended in April 2000 to provide that an Option Event was the date on which final agreement was reached between the Company and the underwriters on the offer price of the Company’s shares in its initial public offering and the underwriting agreement was signed. The compensation cost of $4,380,000 was established on the date the Option Event occurred, May 19, 2000 and was recorded as an expense at that time as the options fully vested on that date.

        The Company recognized deferred compensation cost of $2,711,000 during the year ended December 31, 2001 on the purchase of Chicory Systems Inc. representing the intrinsic value arising on the grant of options over ordinary shares in the Company in exchange for unvested shares in the acquired company. This cost is being amortized on a straight line basis.

Other than the assumption of options on the acquisition of Chicory Systems Inc., all options granted subsequent to the IPO on May 19, 2000 have been granted at exercise prices equal to market value on the date of grant.

The following table summarizes the transactions for the Company’s share option plans for the years ended December 31, 2001:

	Options outstanding		Weighted average exercise price
Outstanding at December 31, 1998	52,575,600		$	0.032
Cancelled	(1,648,000	)	$	0.032
Granted	18,162,000		$	0.165
Outstanding at December 31, 1999	69,089,600		$	0.067
Cancelled	(3,056,050	)	$	2.236
Granted	30,212,000		$	1.638
Exercised	(39,477,264	)	$	0.038
Outstanding at December 31, 2000	56,768,286		$	0.806
Cancelled	(6,949,350	)	$	1.132
Granted	40,979,537		$	0.446
Exercised	(7,976,400	)	$	0.146
Outstanding at December 31, 2001	82,822,073		$	0.664

20

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes information concerning outstanding and exercisable share options as of December 31, 2001:

		Options Outstanding			Options Exercisable
Exercise Price	Number of Shares	Average Remaining Contractual Life	Weighted Average Excercise Price		Number of Shares	Weighted Average Exercise Price
$0.031—$0.165	22,589,353	3.5 years	$	0.120	12,478,984	$	0.119
$0.285—$0.750	41,667,160	6.5 years	$	0.437	3,155,280	$	0.750
$0.909—$1.126	6,513,160	5.7 years	$	0.972	2,338,090	$	0.967
$1.150—$2.700	12,052,400	5.5 years	$	2.302	4,048,070	$	2.390

The weighted average fair value of the options granted in fiscal 1999, 2000 and 2001 was $0.034, $0.842 and $0.352 respectively. The fair value was estimated using the minimum value method in 1999 and the Black-Scholes option pricing method in 2000 and 2001 with the following assumptions: no expected dividend yield, expected volatility of 80%, risk free interest rate of 5% and an expected life of 5 years.

Had the Company determined compensation expense based on the fair value at the grant date for these options under SFAS No. 123, the Company’s net income for the three years ending December 31, 2001 would have been reduced to the pro-forma amounts indicated below.

	Year ended December 31,
	1999			2000			2001
	(in thousands, except per share data)
Net loss as reported
—  as reported	$	(2,612	)	$	(16,058	)	$	(34,659	)
—  pro-forma	$	(2,706	)	$	(14,898	)	$	(32,853	)
Basic and diluted net loss per Ordinary Share
—  as reported	$	(0.007	)	$	(0.034	)	$	(0.062	)
—  pro-forma	$	(0.007	)	$	(0.032	)	$	(0.059	)

16.    Interest expense

	Year ended December 31,
	1999		2000		2001
	(in thousands)
Accretion of redeemable preference shares	$	27	$	—		—
	$	27	$	—	$	—

17.    Restructuring charge

Restructuring charges of $765,000, representing severance costs, arise from the Company’s headcount reduction in December 2001.

18.    Income taxes

The Irish, US and UK subsidiaries file tax returns in Ireland, the United States and the United Kingdom, respectively.

21

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The components of income before provision for income tax expenses are as follows:

	Year ended December 31,
	1999		2000			2001
	(in thousands)
Ireland	$	—	$	(21,045	)	$	(41,654	)
Other		—		6,207			7,295
	$	—	$	(14,838	)	$	(34,359	)

Provision for income taxes:

	Year ended December 31,
	1999		2000		2001
	(in thousands)
Ireland	$	—	$	—	$	—
Other		—		1,205		300
	$	—	$	1,205	$	300

The Company’s consolidated effective tax rate differed from the statutory rate as set forth below:

	Year ended December 31,
	1999			2000			2001
	(in thousands)
Taxes at Irish statutory rate of 20% in 2001; (24% in 2000) (28% in 1999);	$	(716	)	$	(3,561	)	$	(6,872	)
Income taxed at reduced rates		—			284			(1,026	)
Losses at reduced rates		498			2,297			5,571
Movement in valuation allowance		229			2,264			2,707
Other		(11	)		(79	)		(80	)
	$	—		$	1,205		$	300

The tax effects of temporary differences that give rise to significant portions of deferred tax assets are as follows:

	As of December 31,
	2000			2001
	(in thousands)
Deferred tax assets:
Benefit of tax operating losses	$	2,548		$	5,255
Less: Valuation allowance		(2,548	)		(5,255	)
	$	—		$	—

The Company has provided a valuation allowance for the total amount of deferred tax assets as realization of these assets is not deemed likely principally due to the occurrence of operating losses.

Some of the Company’s operating subsidiaries are taxed at rates substantially lower than US and UK rates. Two Irish subsidiary companies currently qualify for a 10% tax rate, which under current legislation will remain

22

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

in force until December 31, 2010. Three other Irish subsidiaries qualify for an exemption from income tax as their revenue source is licence fees from qualifying patents within the meaning of Section 234 of the Irish Taxes Consolidation Act 1997.

19.    Employee benefits

Certain Group employees are eligible to participate in a defined contribution pension plan (the ‘‘plan’’). Participants in the plan may elect to defer a portion of their pre-tax earnings into the plan, which is run by an independent party. The Group makes pension contributions at rates varying between 10% and 15% of the participant’s pensionable salary. Contributions to this plan are recorded as an expense in the consolidated statement of operations.

The Group’s US operations maintain a retirement plan (the ‘‘US Plan’’) that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Participants in the US Plan may elect to defer a portion of their pre-tax earnings, up to the Internal Revenue Service annual contribution limit. The Company matches 100% of each participant’s contributions up to a maximum of 6% of employee’s base pay. Each participant may contribute up to 15% of base remuneration. Contributions to this plan are recorded in the year contributed as an expense in the consolidated statement of operations.

Total contributions for the years ended December 31, 1999, 2000 and 2001 were $848,000, $1,529,000 and $1,727,000, respectively.

20.    Business Segment Information

The directors are of the opinion that the Company operates in a single industry segment. The analysis of the Company’s operations by geographical area is as follows:

Revenue by destination

	Year ended December 31,
	1999		2000		2001
	(in thousands)
United States	$	6,161	$	15,095	$	19,369
Europe, Middle East and Africa		12,879		14,903		17,012
Asia		—		1,922		4,538
Total	$	19,040	$	31,920	$	40,919

Other than $4,444,000 of revenue which originates in the UK, all of the Company’s revenue originates in Ireland. ST Microelectronics Srl., a company based in Italy, accounts for a significant portion of the Company’s revenues. (See note 3).

Loss from operations by origin

	Year ended December 31,
	1999			2000			2001
	(in thousands)
Ireland	$	(2,818	)	$	(21,287	)	$	(41,366	)
United Kingdom		(165	)		37			219
United States		114			(86	)		419
Rest of world		—			922			316
Total	$	(2,869	)	$	(20,414	)	$	(40,412	)

23

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property, plant and equipment by origin

	Year ended December 31,
	2000		2001
	(in thousands)
Ireland	$	3,315	$	5,027
United Kingdom		917		1,226
United States		659		1,438
Total	$	4,891	$	7,691

Depreciation by origin

	Year ended December 31,
	1999		2000		2001
	(in thousands)
Ireland	$	973	$	1,360	$	1,670
United Kingdom		93		460		575
United States		23		124		423
Total	$	1,089	$	1,944	$	2,668

Capital expenditures by origin

	Year ended December 31,
	1999		2000		2001
	(in thousands)
Ireland	$	997	$	2,676	$	3,555
United Kingdom		48		230		911
United States		236		522		1,072
Total	$	1,281	$	3,428	$	5,538

The following table sets forth the clients which represented 10% or more of the Company’s net revenue in each of the periods set out below.

	Year ended December 31,
	1999		2000		2001
	(in thousands)
Client A	$	12,879	$	12,442	$	12,592
Client B	$	—	$	3,379	$	—

21.    Commitments and Contingencies

The Company is not party to any litigation or other legal proceedings that the Company believes could reasonably be expected to have a material adverse effect on the Company’s business, results of operations and financial condition.

Under the terms of capital grant agreements, amounts received of $1,034,000 may become repayable in full should certain circumstances specified within the grant agreements occur. The Company has not recognized any loss contingency, having assessed as remote the likelihood of these events arising.

24

PARTHUS TECHNOLOGIES PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company has several non-cancellable operating leases, primarily for equipment. These leases generally contain renewal options and require the Company to pay all executory costs such as maintenance and insurance.

The Company paid $ 631,000, $1,176,641 and $1,699,309 in rental expense for the fiscal years ended December 31, 1999, 2000 and 2001, respectively.

Future minimum rental commitments for operating leases with non-cancellable terms in excess of one year are as follows:

	Minimum rental payments
	(in thousands)
2002	$	1,746
2003	$	1,407
2004	$	1,215
2005	$	919
2006	$	908

22.    Supplemental Disclosure of Cash Flow Information

	Year ended December 31,
	1999		2000		2001
	(in thousands)
Cash paid for interest	$	—	$	—	$	—
Cash paid for income taxes	$	249	$	4	$	395
Shares issued as non cash consideration	$	—	$	1,859	$	57,337

23.    Subsequent Events—Unaudited Information

In April 2002, the company announced that it had entered into an agreement with DSP Group, Inc and Ceva Inc., providing for the merger of Parthus with Ceva, the intellectual property subsidiary of DSP Group. This combination to be effected by a merger of equals, has been unanimously approved by the board of directors of both companies. The new combined company, to be called Parthus Ceva, Inc., will be incorporated in Delaware and headquartered in San Jose, California, with principal executive offices in Dublin, Ireland and Herzeliya, Israel.

Following the announcement of the company’s intention to enter into a combination agreement with Ceva, Inc., the company agreed to issue an aggregate of 2,114,109 Parthus ordinary shares effective May 28, 2002 to the former shareholders of Chicory Systems, Inc., in full satisfaction of the company’s obligations with respect to a contingent issuance of a further 21.9 million ordinary shares in connection with the Company’s acquisition of Chicory. The 2,114,109 share issuance will be accounted for as additional purchase consideration and recorded as additional goodwill of $887,926 in the second quarter of 2002.

25

EX-99.2

EXHIBIT 99.2

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OF PARTHUS TECHNOLOGIES PLC

Condensed consolidated balance sheets at December 31, 2001 (audited) and September 30, 2002 (unaudited)

Unaudited condensed consolidated statements of operations for the nine months ended September 30, 2001 and 2002

Unaudited condensed consolidated statement of shareholders’ equity and comprehensive income for the nine months ended September 30, 2002

Unaudited condensed consolidated statements of cash flows for the nine months ended September 30, 2001 and 2002

Notes to unaudited condensed consolidated financial statements

1

PARTHUS TECHNOLOGIES PLC

CONDENSED CONSOLIDATED BALANCE SHEETS

	December 31, 2001 (audited)			September 30, 2002 (unaudited)
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	121,503		$	108,271
Short term investments—available for sale		1,800			—
Accounts receivable		3,541			6,022
Prepayments and other current assets		3,365			3,851
Inventory		797			341
Total current assets		131,006			118,485
Property, plant and equipment, net		7,691			6,264
Investments		—			4,500
Goodwill, net		62,691			63,579
Intangible assets, net		4,432			3,412
Total assets	$	205,820		$	196,240
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	5,672		$	4,619
Accrued liabilities		11,178			15,843
Deferred revenue		4,759			2,456
Taxes payable		2,124			1,684
Total current liabilities		23,733			24,602
Shareholders’ equity
Ordinary shares, par value €0.000317 per share; 8,000,000,000 shares authorized at December 31, 2001 and September 30, 2002; 581,180,431 and 593,303,271 shares issued and outstanding at December 31, 2001 and September 30, 2002		205			208
Additional paid in capital		239,138			241,327
Deferred stock compensation		(5,052	)		(3,477	)
Accumulated other comprehensive income		(3,065	)		(3,036	)
Retained earnings		(49,139	)		(63,384	)
Total shareholders’ equity		182,087			171,638
Total liabilities and shareholders’ equity	$	205,820		$	196,240

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

PARTHUS TECHNOLOGIES PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Nine months ended September 30,
	2001			2002
	(in thousands except share and per share data )
Revenue
IP license	$	21,261		$	27,391
IP creation		5,558			1,859
Hard IP		3,586			1,785
Total revenue		30,405			31,035
Cost of revenue
IP license		3,550			4,176
IP creation		3,907			1,304
Hard IP		1,946			961
Total cost of revenue		9,403			6,441
Gross margin		21,002			24,594
Research and development		21,913			18,841
Sales and marketing		8,254			6,442
General and administrative		5,573			4,515
Amortization of goodwill & intangible assets		5,385			1,020
In process research & development charge		10,895			—
Loss on disposal of facility		—			213
ParthusCeva merger costs		—			5,645
Restructuring charge		—			3,788
Total operating expenses		52,020			40,464
Loss from operations		(31,018	)		(15,870	)
Interest income		5,053			1,828
Foreign exchange loss		(198	)		(203	)
Minority interest		(100	)		—
Loss before provision for income taxes		(26,263	)		(14,245	)
Provision for income taxes		(300	)		(—	)
Net loss available to ordinary shareholders	$	(26,563	)	$	(14,245	)
Net loss per ordinary share
Basic and diluted	$	(0.048	)	$	(0.024	)
Weighted average number of ordinary shares outstanding
Basic and diluted		551,903,475			586,102,070

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

PARTHUS TECHNOLOGIES PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF

SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

	Number of Ordinary Shares	Amount		Additional Paid-in Capital			Deferred Stock Compensation			Accumulated Other Comprehensive Income			Retained Earnings			Total Share- holders’ Equity
	(in thousands, except share data)
Balance at December 31, 2001	581,180,431	$	205	$	239,138		$	(5,052	)	$	(3,065	)	$	(49,139	)	$	182,087
Comprehensive income:
Net loss	—		—		—			—			—			(14,245	)		(14,245	)
Currency translation adjustment	—		—		—			—			29			—			29
Total comprehensive income																	(14,216	)
Exercise of share options	8,847,271		2		994			—			—			—			996
Issue of ordinary shares	3,275,569		1		1,215			—			—			—			1,216
Share issuance costs	—		—		(20	)		—			—			—			(20	)
Stock compensation expense	—		—		—			1,575			—			—			1,575
Balance at September 30, 2002	593,303,271	$	208	$	241,327		$	(3,477	)	$	(3,036	)	$	(63,384	)	$	171,638

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

PARTHUS TECHNOLOGIES PLC

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine months ended September 30,
	2001			2002
	(in thousands)
Cash flows from operating activities
Net loss	$	(26,563	)	$	(14,245	)
Adjustments to reconcile net loss to net cash used in operating activities
Loss on disposal of facility		—			213
Gain on disposal of assets		(3	)		—
Depreciation		1,976			2,307
Amortization of goodwill and intangible assets		5,385			1,020
In-process research and development charge		10,895			—
Undistributed earnings of minority interest		100			—
Unrealized foreign exchange (gains) losses		(884	)		315
Non-cash stock compensation expense		1,282			1,575
Changes in assets and liabilities
Increase in accounts receivable		(1,260	)		(2,017	)
Decrease/(increase) in prepayments and other current assets		1,657			(822	)
Decrease in inventory		232			464
(Decrease)/increase in accrued liabilities		(844	)		5,106
Increase (decrease) in deferred revenue		1,422			(2,349	)
Increase (decrease) in taxes payable		857			(459	)
Increase (decrease) in accounts payable		1,453			(836	)
Net cash used in operating activities		(4,295	)		(9,728	)
Cash flows from investing activities
Purchase of fixed assets		(4,785	)		(1,436	)
Sale of fixed assets		3			—
Disposal of facility		—			(445	)
Purchase of business and intangible assets		(25,108	)		—
Cash acquired with subsidiary undertaking		1,061			—
Sale of short term investments		—			1,800
Other investments		—			(4,500	)
Net cash used in investing activities		(28,829	)		(4,581	)
Cash flows from financing activities
Proceeds from issuance of share capital		1,678			949
Share issuance costs		(762	)		(20	)
Net cash provided by financing activities		916			929
Effect of exchange rate movements on cash		(589	)		148
Net decrease in cash and cash equivalents		(32,797	)		(13,232	)
Cash and cash equivalents at beginning of period		159,865			121,503
Cash and cash equivalents at end of period	$	127,068		$	108,271

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

PARTHUS TECHNOLOGIES PLC

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of preparation

These condensed consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles, have not been audited. These interim consolidated financial statements reflect all normal and recurring adjustments which are, in the opinion of management, necessary to present this data fairly. The nine-month periods ended September 30, 2001 and 2002 are regarded as distinct financial periods for accounting purposes with the exception of tax where the periods are allocated as appropriate proportions of the expected amounts of the total annual charge. The results for those periods are not necessarily indicative of the expected results for the full financial year. The preparation of the condensed consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and judgments that affect reported amounts and disclosures in these unaudited condensed consolidated financial statements. Actual results could differ from those estimates. These unaudited financial statements should be read in conjunction with the audited financial statements included elsewhere within this prospectus. There have been no significant changes in the Company’s accounting policies from those outlined in the audited financial statements for the year ended December 31, 2001.

Certain information and footnote disclosure normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The condensed consolidated financial statements should be read in conjunction with the accounting policies and notes to the consolidated financial statements of Parthus filed as Exhibit 99.1 to the amended Report on Form 8-K of ParthusCeva, Inc. dated November 1, 2002.

2.    Net loss per ordinary share

Basic net loss per ordinary share has been computed by dividing net loss available to ordinary shareholders by the weighted average numbers of ordinary shares outstanding during the period. Diluted net loss per ordinary share is computed by adjusting the weighted average number of ordinary shares outstanding during the period for all potentially dilutive shares outstanding and adjusting net loss for any changes in loss that would result from the conversion of such potential ordinary shares.

There is no difference, for the periods presented, in net loss used for basic and diluted net loss per ordinary share. The reconciliation of the number of shares used in the computation of basic and net loss per share is as follows:

	Nine months ended September 30,
	2001	2002
Weighted average number of ordinary shares outstanding for basic net loss per ordinary share	551,903,475	586,102,070
Effect of dilutive share options outstanding	—	—
Weighted average number of ordinary shares for diluted net loss per ordinary share	551,903,475	586,102,070

6

PARTHUS TECHNOLOGIES PLC

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

3.    Business segment information

Management is of the opinion that the Company operates in a single industry segment. The analysis of the Company’s operations by geographical area is as follows:

	Nine months ended September 30,
Revenue by destination	2001		2002
	(in thousands)
United States	$	14,248	$	15,399
Europe, Middle East and Africa		12,832		12,940
Asia		3,325		2,696
Total	$	30,405	$	31,035

4.    New accounting pronouncements

In July 2001 the Financial Accounting Standards Board (“FASB”) introduced two new statements: SFAS No. 141, “Business Combinations” and Statement No. 142, “Goodwill and Other Intangible Assets”. Those statements change the accounting for business combinations and goodwill in two significant ways. First, SFAS No. 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001. The adoption of the purchase method of accounting had no impact on the Company for the periods presented. Second, SFAS No. 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. The Company adopted SFAS No. 142 effective January 1, 2002 and, accordingly, goodwill amortization ceased on that date.

The Company completed its transitional assessment of goodwill impairment in the second quarter of fiscal 2002 as required under SFAS No. 142 and the assessment indicates that there is no charge for impairment.

The following table reconciles the reported net loss for the nine months ended September 30, 2001 to the respective pro forma balance adjusted to exclude goodwill amortization, which is no longer recorded under SFAS No. 142:

	Nine months ended September 30, 2001
Reported net loss:	$	(26,563	)
Add back goodwill amortization		4,315
Adjusted net income	$	(22,248	)
Basic and diluted net loss per ordinary share:
Reported	$	(0.048	)
Add back goodwill amortization	$	0.008
Adjusted net loss per ordinary share	$	(0.040	)

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (“SFAS No. 144”) addresses financial accounting and reporting for the impairment or disposal of long-lived assets. The provisions

7

PARTHUS TECHNOLOGIES PLC

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

of this statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. The adoption of this standard did not have any impact on the Company’s consolidated financial statements.

5.    Investments

On March 14, 2002 the Company entered into an agreement with UbiNetics to subscribe for 3,966,000 ordinary shares of UbiNetics, representing a minority investment in the shares of that company, for cash consideration of $4.5 million. The investment has been accounted for under the cost method.

On the same date the Company completed an asset purchase agreement with UbiNetics, pursuant to which the Company disposed of certain assets and liabilities to UbiNetics. The loss recorded on the disposal amounted to $213,000.

6.    Foreign currencies

On January 1, 2002, following a review of the economic facts and circumstances in which Parthus operates, the Company and certain subsidiaries adopted the US dollar as the functional currency. The impact of this change was not material to the reported results of operations.

7.    Shareholders’ equity

Following the announcement of the Company’s intention to enter into a combination agreement with ParthusCeva, Inc., the Company agreed to issue an aggregate of 2,114,109 Parthus ordinary shares effective May 28, 2002 to the former shareholders of Chicory Systems, Inc., in full satisfaction of the Company’s obligations with respect to a contingent issuance of a further 21.9 million ordinary shares in connection with the Company’s acquisition of Chicory. The 2,114,109 share issuance was accounted for as additional purchase consideration and recorded as additional goodwill of $887,926.

During the nine months ended September 30, 2002, the Company issued a total of 116,146 ADSs (equivalent to 1,161,460 ordinary shares) to employees under the Company’s Employee Share Purchase Plan for consideration of $327,000.

8.    Combination with ParthusCeva, Inc.

On November 1, 2002, DSP Group, Inc. (“DSPG”), the Company and ParthusCeva, Inc. (f/k/a Ceva, Inc.) (“ParthusCeva”) completed the combination of the Company with ParthusCeva, formerly a wholly owned subsidiary of DSPG (the “Combination”). Immediately prior to the closing of the Combination, DSPG distributed 100% of the then outstanding equity of ParthusCeva to DSPG stockholders as of October 31, 2002 (the “Record Date”) as part of a tax free spin-off (the “Spin-off”) of ParthusCeva from DSPG.

In the Combination, each issued and outstanding Parthus ordinary share, par value €0.000317 per share, (a “Parthus Ordinary Share”) was cancelled and Parthus shareholders received 0.015141 (the “Exchange Ratio”) validly issued and fully paid shares of common stock, par value $0.001 per share, of ParthusCeva (the “Common Stock”) per Parthus Ordinary Share. Correspondingly, holders of Parthus American Depositary Shares (“ADSs”) (each of which represented 10 Parthus Ordinary Shares) received 0.151410 shares of Common Stock per ADS. In connection with the Combination, ParthusCeva also assumed each outstanding option to purchase Parthus Ordinary Shares that had been granted under Parthus’ existing share option plans. Each such assumed option became an option to purchase that number of shares of Common Stock as is equal to the number of Parthus Ordinary Shares subject to such option immediately prior to the Combination multiplied by the Exchange Ratio and rounded down to the nearest whole number, at an exercise price per share equal to the exercise price per Parthus Ordinary Share at which such option was exercisable immediately prior to the Combination divided by the Exchange Ratio and rounded up to the nearest whole cent.

Immediately following the Combination, the former holders of Parthus Ordinary Shares and ADSs owned approximately 49.9% of the outstanding shares of Common Stock and the stockholders of DSPG owned approximately 50.1% of the outstanding shares of Common Stock.

In addition, immediately prior to the closing of the Combination, an aggregate of US$60 million was distributed to the former Parthus shareholders as a court approved capital repayment (“Capital Repayment”), equal to US$1.008940 per ADS and US$0.100894 per Parthus Ordinary Share.

8

EX-99.3

EXHIBIT 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED

CONSOLIDATED FINANCIAL DATA OF PARTHUSCEVA

The following unaudited pro forma condensed combined consolidated financial statements have been prepared to give effect to the acquisition by ParthusCeva, Inc. (formerly called Ceva, Inc.) of Parthus Technologies plc under the purchase method of accounting, and reflect the pro forma adjustments described in the accompanying notes.

The following unaudited pro forma condensed combined consolidated balance sheet as of September 30, 2002 gives effect to the acquisition of Parthus as if it had occurred on that date, and reflects the allocation of the purchase price to the Parthus assets acquired and liabilities assumed based on ParthusCeva’s preliminary estimates of their fair values at the date of acquisition. The allocation of the purchase price is subject to revision when additional information concerning asset and liability valuations is obtained. In the opinion of ParthusCeva’s management, the asset and liability valuations will not be materially different from estimates used in the pro forma financial data presented. The excess of the consideration given by ParthusCeva in the transaction over the fair value of Parthus’ identifiable assets and liabilities has been recorded as goodwill. Goodwill will be tested for impairment on an annual basis. Patents will be amortized over their useful lives, unless the useful life is deemed to be indefinite. An intangible asset with an indefinite useful life will not be amortized until its useful life is determined to be no longer indefinite. Intangible assets that are amortized will be reviewed for impairment annually and on an interim basis. Any portion of the purchase price allocated to in-process research and development was charged to expenses upon the closing of the transaction.

The following unaudited pro forma condensed combined consolidated statements of operations for the nine-month period and quarter ended September 30, 2002 give effect to the transaction as if it had occurred on January 1, 2002 and combine the historical statements of operations of ParthusCeva and Parthus for those periods. The following unaudited pro forma condensed combined consolidated statement of operations for the year ended December 30, 2001 give effect to the transaction as if it had occurred on January 1, 2001 and combines the historical statements of operations of ParthusCeva and Parthus for that period. Integration costs are not included.

This pro forma information should be read in conjunction with the consolidated historical financial statements (including the notes thereto) of ParthusCeva and of Parthus included in the Registration Statement on Form S-1 of ParthusCeva filed with the Securities and Exchange Commission on October 30, 2002 (Registration number 333-97353), as well as the consolidated historical financial statements (including the notes thereto) of ParthusCeva contained in a Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on the date hereof and the consolidated historical financial statements (including the notes thereto) of Parthus filed as an exhibit to this Report on Form 8-K.

Unaudited pro forma condensed combined consolidated financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have actually been reported had the transaction occurred as of the dates or at the beginning of the periods presented, nor is it necessarily indicative of future financial position or results of operations. These unaudited pro forma condensed combined consolidated financial statements are based upon the respective historical financial statements of ParthusCeva and Parthus and do not incorporate, nor do they assume, any benefits from cost savings or synergies of the combined company. The pro forma adjustments are based on available financial information and certain estimates and assumptions that ParthusCeva believes are reasonable and that are set forth in the notes below.

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PARTHUSCEVA, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED

STATEMENT OF OPERATIONS

For the three months ended September 30, 2002

(U.S. Dollars in Thousands Except Per Share Data)

	ParthusCeva, Inc.			Parthus Technologies Plc			Pro forma adjustments			References	ParthusCeva pro forma combined
Revenues
Licensing and royalty	$	3,921		$	8,625		$	—			$	12,546
Other Revenue		931			919			—				1,850
Total Revenues		4,852			9,544			—				14,396
Cost of revenues		322			1,797			—				2,119
Gross margin		4,530			7,747			—				12,277
Operating expenses
Research and development		1,408			4,937			—				6,345
Sales and marketing		734			1,845			—				2,579
General and administration		1,013			1,321			—				2,334
Amortization of other intangible assets		—			340			(56	)	L, M		284
Non-cash stock compensation expense		—			525			5		N		530
ParthusCeva merger costs		—			4,182			(4,182	)	Q		—
Restructuring charge		—			3,788			—				3,788
Total operating expenses		3,155			16,938			(4,233	)			15,860
Income (loss) from operations		1,375			(9,191	)		(4,233	)			(3,583	)
Interest and similar income, net		25			491			—				516
Foreign exchange gain/(loss)		—			12			—				12
Income (loss) before tax		1,400			(8,688	)		(4,233	)			(3,055	)
Taxes on income		(419	)		—			—				(419	)
Net income (loss)	$	981		$	(8,688	)	$	(4,233	)		$	(3,474	)
Basic and diluted net loss per share											$	(0.193	)
Weighted average number of shares of Common Stock in computation of basic and diluted loss per share (in thousands)												18,041

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PARTHUSCEVA, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED

STATEMENT OF OPERATIONS

For the nine months ended September 30, 2002

(U.S. Dollars in Thousands Except Per Share Data)

	ParthusCeva, Inc.			Parthus Technologies Plc			Pro forma adjustments			References	ParthusCeva pro forma combined
Revenues
Licensing and royalty	$	10,916		$	27,391		$	—			$	38,307
Other revenue		2,618			3,644			—				6,262
Total Revenues		13,534			31,035			—				44,569
Cost of revenues		938			6,441			—				7,379
Gross margin		12,596			24,594			—				37,190
Operating expenses
Research and development		4,624			17,642			—				22,266
Sales and marketing		2,228			6,263			—				8,491
General and administration		2,367			4,318			—				6,685
Amortization of other intangible assets		—			1,020			(168	)	L, M		852
Non-cash stock compensation expense		—			1,575			14		N		1,589
Loss on disposal of facility		—			213			—				213
ParthusCeva merger costs		—			5,645			(5,645	)	Q		—
Restructuring charge		—			3,788			—				3,788
Total operating expenses		9,219			40,464			(5,799	)			43,884
Income (loss) from operations		3,377			(15,870	)		(5,799	)			(6,694	)
Interest and similar income, net		75			1,828			—				1,903
Foreign exchange gain/(loss)		—			(203	)		—				(203	)
Income (loss)before tax		3,452			(14,245	)		(5,799	)			(4,994	)
Taxes on income		(961	)		—			—				(961	)
Net income (loss)	$	2,491		$	(14,245	)	$	(5,799	)		$	(5,955	)
Basic and diluted net loss per share											$	(0.330	)
Weighted average number of shares of Common Stock in computation of basic and diluted loss per share (in thousands)												18,041

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PARTHUSCEVA, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED

STATEMENT OF OPERATIONS

For the year ended December 31, 2001

(U.S. Dollars in Thousands Except Per Share Data)

	ParthusCeva, Inc.		Parthus Technologies Plc			Pro forma adjustments			References	ParthusCeva pro forma combined
Revenues	$	25,244	$	40,919		$	—				66,163
Licensing and royalty
Other revenue
Total Revenues
Cost of revenues		1,251		12,064			—				13,315
Gross margin		23,993		28,855			—				52,848
Operating expenses
Research and development		5,095		28,578			—				33,673
Sales and marketing		2,911		10,857			—				13,768
General and administration		2,839		7,171			—				10,010
Amortization of other intangible assets				9,195			(8,059	)	L, M		1,136
In-process research and development				10,895			—				10,895
Non-cash stock compensation expense				1,806			19		N		1,825
Restructuring charge				765			—				765
Total operating expenses		10,845		69,267			(8,040	)			72,072
Income (loss) from operations		13,148		(40,412	)		(8,040	)			(19,224	)
Interest and similar income, net		462		6,053			—				6,515
Foreign exchange gain/(loss)
Income (loss) before tax		13,610		(34,359	)		(8,040	)			(12,709	)
Taxes on income		3,255		300			—				3,555
Net income (loss)	$	10,355	$	(34,659	)	$	(8,040	)		$	16,264
Basic and diluted net loss per share										$	(0.902	)
Weighted average number of shares of Common Stock in computation of basic and diluted loss per share (in thousands)											18,041

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PARTHUSCEVA, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF

OPERATIONS EXCLUDING AMORTIZATION, MERGER COSTS, RESTRUCTURING CHARGES AND

NON-CASH COMPENSATION COSTS

(U.S. Dollars in Thousands Except Per Share Data)

	ParthusCeva, Inc.			Parthus Technologies Plc			ParthusCeva Combined			ParthusCeva Combined
	Three months Ended Sept 30 2002			Three months Ended Sept 30 2002			Three months Ended Sept 30 2002			Nine months Ended Sept 30 2002
Revenues
Licensing and royalty	$	3,921		$	8,625		$	12,546		$	38,307
Other revenue		931			919			1,850			6,262
Total Revenues		4,852			9,544			14,396			44,569
Cost of revenues		322			1,797			2,119			7,379
Gross margin		4,530			7,747			12,277			37,190
Operating expenses
Research and development		1,408			4,937			6,345			22,266
Sales and marketing		734			1,845			2,579			8,491
General and administration		1,013			1,321			2,334			6,685
Loss on disposal of facility		—			—			—			213
Total operating expenses		3,155			8,103			11,258			37,655
Adjusted income (loss) from operations		1,375			(356	)		1,019			(465	)
Interest and similar income, net		25			491			516			1,903
Foreign exchange gain/(loss)		—			12			12			(203	)
Income before tax		1,400			147			1,547			1,235
Taxes on Income		(419	)		—			(419	)		(961	)
Adjusted net income	$	981		$	147		$	1,128		$	274
Adjusted basic and diluted net loss per share							$	0.063		$	0.015
Weighted average number of shares of Common Stock in computation of basic and diluted loss per share (in thousands)								18,041			18,041
The above pro forma condensed combined consolidated statements of operations have been adjusted to exclude the following items:
Net income (loss)	$	981		$	(8,688	)	$	(3,474	)	$	(5,955	)
Adjustments
Amortization of other intangible assets		—			340			284			852
Amortization of non-cash stock compensation		—			525			530			1,589
ParthusCeva merger costs		—			4,182			—			—
Restructuring charge		—			3,788			3,788			3,788
Adjusted net income	$	981		$	147		$	1,128		$	274

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PARTHUSCEVA, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET

As of September 30, 2002

(U.S. Dollars in Thousands)

	ParthusCeva, Inc.		Parthus Technologies Plc		Combined adjustments			References	ParthusCeva Combined
ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	108,271	$	(22,921	)	A, B, G, H	$	85,350
Trade receivables, net		8,182		6,022		—				14,204
Prepayments and other current assets		3,104		3,851		(1,079	)	G		5,876
Deferred income tax		240		—		—				240
Inventories		60		341		—				401
Total current assets		11,586		118,485		(24,000	)			106,071
Severance pay fund		1,234		—		—				1,234
Property and equipment, net		2,336		6,264		—				8,600
Investments		—		4,500		—				4,500
Goodwill		—		63,579		(33,772	)	C, E		29,807
Other assets		167		—		—				167
Other intangible assets				3,412		2,269		D, F		5,681
Total Assets	$	15,323	$	196,240	$	(55,503	)		$	156,060
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Trade payables		935		4,619		—				5,554
Accrued expenses and other payables		1,817		15,843		—				17,660
Related party-DSP Group Inc.		—		—		7,452		O		7,452
Income taxes payable		1,201		1,684		—				2,885
Deferred revenues		245		2,456		—				2,701
Total current liabilities		4,198		24,602		7,452				36,252
Accrued severance pay		1,257		—		—				1,257
Total liabilities		5,455		24,602		7,452				37,509
Parent company investment		9,848		—		(9,848	)	O, P		—
Stockholders’ equity		20		171,638		(53,107	)	B, G, H, I, J, K, P		118,551
Total Liabilities and Stockholders’ Equity	$	15,323	$	196,240	$	(55,503	)		$	156,060

1.    BASIS OF PRO FORMA PRESENTATION

On November 1, 2002, ParthusCeva, Inc. (formerly called Ceva, Inc.) (“ParthusCeva” or “the Company”) acquired 100 percent of the outstanding share capital of Parthus Technologies plc (“Parthus”), an Irish company, in consideration of the issuance of shares of ParthusCeva’s common stock equal to 49.9% of the aggregate number of shares of ParthusCeva’s common stock outstanding immediately after the acquisition.

The total consideration for the acquisition was approximately $94.3 million (including $8 million of costs related to the acquisition), which was financed by the issuance of 9,004,100 shares of common stock of the Company. The transaction has been accounted for using the purchase method of accounting, and accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based upon their fair values at the date the acquisition was completed.

        Because ParthusCeva had no shares traded in a public market on the date the acquisition closed, the value of the consideration given was not objectively evidenced. Accordingly, it was determined, based upon related authoritative guidance, to use the closing share price of Parthus’ American Depositary Shares (ADSs) on the NASDAQ National Market on October 31, 2002, the day before the closing of the acquisition, as the best estimate for the value of ParthusCeva’s common stock to be issued, as the value of

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ParthusCeva’ s common stock to be issued was expected to approximate the value of the purchased Parthus securities.

The number of shares issued upon closing of the combination was calculated as follows:

Number of shares of ParthusCeva’s common stock outstanding immediately following the separation from DSP Group	9,041,851	(X)
Percentage of ParthusCeva’s common stock to be held by former DSP Group’s stockholders post-combination	50.1	%
Total number of shares of ParthusCeva’s common stock outstanding post-combination	18,040,738	(Y)
Number of shares issued to former Parthus shareholders (constituting approximately 49.9% of ParthusCeva’s common stock post-combination, excluding fractional shares not issued):	8,998,887	(Y-X)

The Parthus options assumed by ParthusCeva have been valued herein by applying the Black-Scholes valuation model to the Parthus options in accordance with FASB Interpretation No. 44 (“FIN 44”), “Accounting for Certain Transactions Involving Stock Compensation—an Interpretation of APB 25.” The calculations were made using the following assumptions: (i) valuation date is October 31, 2002, (ii) market share price is $1.359, which represents the fair value of the Parthus ADSs (based on the closing price in October 31, 2002), after giving effect to the $60 million cash capital repayment by Parthus to its shareholders, (iii) risk-free interest rate is 2%, (iv) volatility is 60%, (v) time to expiration is 5 years and (vi) annual dividend rate is 0%. The calculations were made after taking into consideration the repricing of certain Parthus options and changes made as a result of Parthus’ $60 million cash repayment of capital to the Parthus shareholders. The intrinsic value of unvested options of Parthus has been allocated to deferred compensation. Such deferred compensation was deducted from the fair value of the awards in determining the amount of the purchase price. The final amount of deferred compensation was determined on the closing date based on the closing price of Parthus’ ADSs on October 31, 2002 (after giving effect to the Parthus repayment of capital). The calculation of the deferred compensation amounting to $37,000 was based on the number of Parthus unvested options outstanding multiplied by the intrinsic value, which is the difference between the market price on October 31, 2002 of $1.359 (giving effect to the $60 million cash capital repayment by Parthus to its shareholders) and the various exercise prices. This deferred compensation was deducted from the fair value of the awards in determining the amount of the purchase price.

The purchase consideration is estimated as follows (U.S. Dollars in thousands):

Common Stock(1)	$	80,940
Assumption of Parthus options		5,410
Less deferred compensation		(37	)
Estimated transaction expenses		8,000
Total consideration(2)	$	94,313

(1) The value of the 8,998,887 shares of ParthusCeva’s common stock issued upon the consummation of the acquisition was calculated based on the market price of Parthus’ ADSs on October 31, 2002, after taking into consideration the repayment of capital by Parthus to its shareholders in the amount of $60 million, as follows (U.S. Dollars in thousands, except share and per share data):

Number of Parthus’ ADSs outstanding*		59,468
Price per ADS	$	2.37
Total value of Parthus’ ADSs	$	140,940
Less—Repayment of capital	$	(60,000	)
Net value	$	80,940

*  Assuming all ordinary shares were held in the form of ADSs

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(2)  The preliminary purchase price allocation, which is subject to change based on ParthusCeva’s final analysis, is as follows (U.S. Dollars in thousands):

Tangible assets acquired	$	69,249
Intangible assets acquired:
Patents and other intangible assets		5,681
Goodwill		29,807
In-process research and development		14,178
Liabilities assumed		(24,602	)
Total consideration	$	94,313

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” goodwill arising from acquisitions would not be amortized. In lieu of amortization, ParthusCeva is required to perform an annual and interim impairment review. If ParthusCeva determines, through the impairment review process, that goodwill has been impaired, it will record the impairment charge in its statement of operations. ParthusCeva will also assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

2.    PRO FORMA ADJUSTMENTS

The amount of the excess cost attributable to in-process research and development of Parthus is estimated to be approximately $11.3 million. This amount will be recorded as a separate line item, “In-process research and development write-off’, during the fourth quarter of 2002. These expenses have not been included in the pro forma condensed combined consolidated statements of operations, as they do not represent a continuing expense.

Adjustments included in the pro forma condensed combined consolidated balance sheet and statements of operations are summarized as follows:

(A)  Distribution of $60 million cash to Parthus’ shareholders by means of a repayment of capital prior to the acquisition.

(B)  Additional cash investment of $44 million by DSP Group prior to the acquisition (representing DSP Group’s contribution of cash equal to $40 million, plus the amount by which transaction expenses have been estimated to exceed $2 million).

(C)  Valuation of Parthus’ intangible assets allocated to goodwill of $29.8 million.

(D)  Valuation of Parthus’ intangible assets allocated to patents of $5.7 million.

(E)  Elimination of Parthus’ goodwill from previous acquisitions of $63.6 million.

(F)  Elimination of Parthus’ patents from previous acquisitions of $3.4 million.

(G)  Transaction costs paid by ParthusCeva of $8 million, out of which $1 million were already paid as of September 30, 2002 and included in prepaid expenses.

(H)  Transaction costs incurred by Parthus of $5.6 million.

(I)  Elimination of Parthus’ shareholders’ equity accounts of $172 million.

(J)  Shares and options issued by ParthusCeva upon the acquisition, valued at $94.3 million.

(K)  Write-off of estimated acquired in-process research and development of $14.2 million.

(L)  Elimination of goodwill and patents amortization recorded in Parthus from previous

8

acquisitions of $340,000 for the quarter ended September 30, 2002, $1,020,000 for the nine-month period ended September 30, 2002, and $9.2 million for the year ended December 31, 2001.

(M)  Amortization of patents (amortized over 5 years) of $284,000 for the quarter ended September 30, 2002, $852,000 for the nine-month period ended September 30, 2002 and $1.1 million for the year ended December 31, 2001.

(N)  Amortization of deferred stock compensation arising from Parthus share options of $5,000 for the quarter ended September 30, 2002, $14,000 for the nine-month period ended September 30, 2002, and $19,000 for the year ended December 31, 2001.

(O)  Conversion of DSP Group’s investment account in ParthusCeva into an inter-company account of approximately $7.5 million between ParthusCeva and DSP Group. This amount was settled between the parties under the terms of the separation agreement between the Company and DSP Group, whereby DSP Group has retained all rights to ParthusCeva’s accounts receivable existing on the date of the separation and has also retained certain of ParthusCeva’s current liabilities existing on the date of separation.

(P)  Conversion of DSP Group’s investment account in ParthusCeva into stockholders’ equity, consisting of the value of property, equipment and inventory assigned by DSP Group upon consummation of the combination of $2.4 million.

(Q)  Elimination of combination costs paid by Parthus.

The pro forma combined stockholders’ equity, after appropriate reclassifications, comprises the following (U.S. Dollars in thousands):

Common stock, $0.00l par value	$	18
Additional paid in capital		135,784
Deferred compensation		(37	)
Accumulated deficit		(17,214	)
Total stockholders’ equity	$	118,551

Shares used in the pro forma net loss per share calculation reflect approximately 18.0 million shares of Common Stock of ParthusCeva as if they had been outstanding from January 1, 2001. Pro forma weighted average number of shares used in computing basic and diluted net loss per share excludes employee stock options outstanding in each period because they are anti-dilutive.

9