Final Results

Arc International PLC 14 February 2007 Investor Contacts: Media Contact: Juliet Clarke Lee Garvin Flanagin Financial Dynamics ARC International +44 20 7269 7288 +1 408 437 3433 ARC International plc Announces Unaudited Preliminary Results For the Year Ended 31 December 2006 ARC Exceeds Market Expectations and Generates Positive Cash Flow with 28% Revenue Growth ELSTREE, England, 14 February 2007 - ARC International (LSE: ARK), the world leader in configurable multimedia subsystems and CPU/DSP processor cores, today announced its unaudited financial results for the full year ended 31 December 2006. Highlights from Year Ended 31 December 2006 (compared to financial year 2005): • Year of Record Growth o Revenue up 28% to a record high of £13.4 million; 47% increase for 2H 2006 compared to 2H 2005 o Royalties up 30% to £3.4 million o Bookings up 37% to £16.5 million o Backlog (including deferred revenue) up 69% to £4.3 million o Median deal sizes increased by 36% o Revenue from customers in Asia up 239% to £3.0 million • Net loss improved 74% to £1.1 million (2005: £4.3 million) o Loss before tax was reduced by 50% from £5.4 million to £2.7 million o Positive cash flow from operating activities; Closing cash and short term investments position of £31.6 million • Significant increase in new customers: now 137 o 25 new customers, 56% increase as compared to new customers in 2005 o 37 processor and subsystem contracts completed, up from 36 in 2005 o Completed a multiyear license agreement expected to be valued in the region of $11 million with one of the largest U.S.-based semiconductor companies • Industry leading provider of multimedia solutions o Released two new ARC(R) Media Subsystems • ARC Video Subsystem • ARC Sound Advanced Subsystem o Introduced the VRaptor(TM) Media Architecture, which will form the basis for future Media Subsystem development Commenting on the company's performance, Carl Schlachte, president and chief executive officer, said, "2006 was a year of record growth for ARC International. ARC's revenue exceeded expectations and grew at a faster rate than the overall market and its principal competitors by increasing 28 percent in financial year 2006, and 47 percent in the second half. Royalties increased to a record high, and ARC's growing portfolio of Media Subsystems have quickly evolved into the company's most-popular products and helped drive ASPs to their highest levels. We are pleased with the results and our leadership position within the industry, and the company is well positioned for continued growth." Commenting on the financial results, Victor Young, chief financial officer, said, "We are pleased with the top line results for financial year 2006, and the management of costs and cash flow. We effectively streamlined the company's outside consultants and better managed operations activities to increase overall effectiveness. As we move toward breakeven these efforts will continue, and we will implement focused programs and spending to drive the next stage of our strategy." Statement from the President and Chief Executive Officer Overview ARC's strategy of becoming the leading provider of configurable media subsystems and processors helped make 2006 the strongest in its history, and a year that marked an important stage in the evolution of ARC as a global business and leader within the semiconductor industry. Revenues, royalties, bookings, backlog, and median deal size were significantly higher than in financial year 2005. As expected, ARC's newer products comprised of 92 percent of processor license revenue, which bodes well for future royalty growth. Furthermore, ARC's strategy has solidly differentiated it from its principal competitors. ARC is the industry's only company providing a complete configurable intellectual property (IP) solution for the development of advanced system-on-chips (SoCs) targeting multimedia consumer applications. As a result, ARC completed contract agreements with 56 percent more new customers than in the previous financial year, beating its principal competitors in overall embedded multimedia design wins. Configurable Media Subsystems: Hitting the Industry Sweet Spot Advanced consumer devices, such as digital televisions and mobile media players, are placing tremendous pressures on semiconductor companies to create more differentiated solutions at lower price points. Combined with ever-tightening market windows, companies throughout the global chip industry are looking for new ways to create next-generation SoCs to meet these stringent requirements. ARC's configurable Media Subsystems are satisfying this demand. They reduce the need for SoC designers to select and integrate the disparate hardware IP and software components that are typically found within today's consumer electronic devices. This reduces overall development and chip costs and helps bring ARC-Based(TM) SoCs to market more quickly. Increasingly global semiconductor companies are recognizing the value of ARC's configurable Media Subsystems and now are actively evaluating and adopting our technology. The success of ARC's Media Subsystems also is reflected in the company's changing revenue composition. Since their introduction two years ago, ARC's Media Subsystems have grown to comprise close to 50 percent of core license revenue in financial year 2006. This underscores the value customers see in our subsystems and how they are helping transform ARC into the "solution of choice" for multimedia consumer applications. In 2006 ARC released 2 new configurable subsystems to meet market demand: the ARC Video and ARC Sound Advanced. ARC also introduced the VRaptor(TM) Media Architecture, from which all future ARC Media Subsystems will be based. Customers that announced they had taken licenses for ARC's Media Subsystems in 2006 included: • Atmel Corporation - has taken a license for the ARC Video Subsystem, which was selected after Atmel evaluated several alternatives because it found the ARC Video Subsystem met the necessary criteria of low-cost and small size, while observing Atmel's tight power budget. • AVID Electronics - has taken a license for the ARC Video Subsystem, which AVID will use to create multimedia, multi-formatted solutions that offer single- to high-definition audio and video functionality. • Oki Electric Industry Co. - has taken a license for the ARC Sound Advanced Subsystem, which Oki plans to incorporate into an application specific standard product (ASSP) targeting next generation in-car audio applications. • Skymedi Corporation - has taken a license for the ARC Video Subsystem to create a fully integrated SoC targeting the burgeoning multimedia player market. • VXIS Technology - has taken a license for the ARC Video Subsystem, which VXIS will use to create SoCs for the high-growth portable digital TV market. "Tier 1" Leaders Adopting ARC and Configurability Another important indicator of the success of ARC's configurable solutions is their adoption by industry leaders. In 2006 ARC announced a strategic collaboration with Toshiba, the world's 4th largest semiconductor company according to Gartner Dataquest. Under the terms of the agreement, Toshiba has taken a multiyear license for the ARChitect(TM) Processor Configurator, and ARC and Toshiba will collaborate on the development of a next-generation version of ARChitect that is suited to Toshiba's Media embedded Processor (MeP). Throughout 2006 other "Tier 1" semiconductor companies also took licenses for ARC's configurable Media Subsystems and processors. Customers that announced they had taken licenses for ARC's configurable processors in 2006 included: • Unnamed industry leader - one of the largest U.S.-based semiconductor companies has taken a multiyear license expected to be valued in the region of $11 million for ARC's patented multimedia subsystems and configurable processors. • Abilis Systems - adopted the configurable ARC 605 processor for the development of a single-chip TV receiver solution targeted at mobile TV terminals. • BiTMICRO Networks - has taken a license for the ARC 700 family of configurable cores. BiTMICRO will use ARC's configurable processors to develop low cost, next-generation SoC devices for their state-of-the-art E-Disk(TM) solid state storage solutions. • Boston Circuits, Inc. - has taken a license for the ARC 750D configurable CPU for integration into Boston Circuits' gCORE(TM) family of multi-core processors. • Honeywell - has taken a license for the configurable ARC 725D core, which Honeywell will incorporate into a satellite application that requires semiconductor chips with high levels of security and reliability, as well as the ability to consume as little power as possible over extended periods of time. • Motorola (formerly known as TTPCom Limited) - has taken a license for a configurable ARC 700 family core. Motorola has incorporated an ARC 700 processor together with TTPCom's proven baseband technology to develop a highly optimized SoC design for the 3G Cellular Baseband Engine (CBEmacro) product. • RF Micro Devices - has signed a license agreement for the configurable ARC 600 core family, which will power future products in RFMD's fast-growing product line • SMSC - has taken a license for the ARC 600 family of configurable processors for computing applications. • TaifaTech - has taken a license for a configurable ARC 700 core to develop ARC-Based SoCs for next-generation consumer devices. Taifatech's pioneering design will leverage a member from ARC's patented configurable 700 CPU family to eliminate inflexible hardwired logic and consume less power than is possible using fixed architecture processors. Expansion in Asia China has one of the world's largest and fastest growing communities of semiconductor companies. To take advantage of this growing market opportunity and as part of the company's international expansion plan, in September of 2006 ARC officially launched into China. Within a few months ARC already had its first customer in China, which underscores the attractiveness of ARC's configurable solutions to customers in that region. As a result of ARC's expansion and momentum in Asia, customers there contributed a record 26 percent of processor revenue in financial year 2006. China complements ARC's ongoing business operations in Asia in Japan, Korea, and Taiwan. ARC is considering expanding to other parts of Asia that would benefit from the company's configurable Media Subsystems and processors. Growing Ecosystem Supporting Configurability SoC design in the 21st century is complex and multifaceted. Many different types of tools are required to complete an SoC, and having an ecosystem of companies supporting ARC's configurable solutions is essential. Throughout 2006 an increasing number of tools and solutions became available from companies supporting ARC's configurable products. Composed of close to 30 companies such as Microsoft, Dolby, DTS, Cadence Design Systems, this growing ecosystem is further evidence of the increasing adoption of configurability by the semiconductor industry, and the trend of third party companies to provide design tools and solutions needed for advanced SoC design using configurability. Third party companies that announced support for ARC's patented configurable solutions in 2006 included: • Azuro, Inc. - announced that its PowerCentric low power methodology now is available for ARC licensees designing audio- or video-centric digital chips for embedded applications. • Cadence Design Systems - has integrated the Cadence(R) Encounter(R) digital integrated circuit (IC) design platform into ARC's patented ARChitectTM Processor Configuration tool. ARC also joined Cadence's OpenChoice IP Program and became one of Cadence's featured intellectual property (IP) partners. • Semiconductor Manufacturing International Corporation (SMIC) - one of the leading semiconductor foundries in the world, SMIC entered into a strategic partnership that will help bring the benefits of ARC's patented configurable technology to mainland China. • Tenison Design Automation - Tenison's VTOC products will be integrated into the ARChitect Processor Configurator. This will enable ARC customers to generate SystemC cycle accurate models of ARC's configurable processors and subsystems earlier in the SoC design process, thereby enabling creation of optimized software for ARC-Based SoC implementations. Marketing Excellence An important element of ARC's achievements in financial year 2006 was the focused marketing programs it executed in key regions. In particular, ARC's ConfigCon(TM) Developer Conference series attracted more than 1,000 SoC designers from Taiwan, China, and Silicon Valley to learn about why configurability and ARC's Media Subsystems are being rapidly adopted by companies around the world. ConfigCon also helped contribute to the revenue base in financial year 2006 and going forward. Another indicator of the effectiveness of ARC's worldwide marketing programs was recognition by Cadence Design Systems of ARC's "proactive and innovative marketing campaigns that attracted industry-wide recognition." Accordingly, ARC was presented the "Collaboration Award for Excellence in Joint Marketing" by Cadence's chief executive officer after Cadence evaluated more than 200 companies in its partner network. Embedded Systems Business Unit ARC's Embedded Systems Business products comprised 17 percent of overall revenue for year 2006. ARC will now concentrate on enhancing these products for ARC's Media Subsystems as part of ARC's overall business, not as a separate business unit. Board Transitions ARC's Chairman, Dr. Peter van Cuylenburg, has decided not to offer himself for re-election at the forthcoming AGM. During his three and a half years as Chairman, Peter has made an invaluable contribution to the turnaround and strategic re-positioning of the company. I would like to thank Peter personally for all his support and guidance, and on behalf of the staff and shareholders for his contribution to the company. The Nomination Committee of the Board has recommended, following a selection process, that Richard Barfield be appointed to replace Dr. Peter van Cuylenburg after the AGM, and this has been approved by the Board. Richard Barfield is a Chartered Accountant who has been a non-executive director at ARC for over three years and is currently the Chairman of ARC's Audit Committee. Furthermore, Victor Young has been appointed to the Board. Victor has successfully fulfilled the role of Chief Financial Officer since joining ARC in December of 2005, and his promotion to the Board is well deserved. There are no details regarding Richard Barfield's or Victor Young's appointments to the Board required to be disclosed under Rule 16.4 of the Listing Rules of the UK Listing Authority. 2007 Outlook Due to the strengths of the multimedia market and the increasing demand for configurable technology, financial year 2006 was a year of record growth for ARC International. All key financial metrics improved, revenue exceeded market expectations with 28 percent growth, and the company generated positive cash flow from operations. Today ARC International increasingly is seen as the " solution of choice" for SoC designs targeting multimedia consumer devices. In 2007 ARC sees continued strength in the multimedia market. As a result, ARC will continue to focus on enhancing its leadership in multimedia subsystems and configurable processor technology. ARC also will cultivate further the growing ecosystem of optimized solutions provided by third party companies. CHIEF FINANCIAL OFFICER'S REVIEW Year ended 31 December 2006 Revenue Total revenue in 2006 was £13.4 million, up 28% over the same period last year (2005: £10.5 million). Prior to currency translation, with virtually all sales in US dollars, revenue was up 30% over 2005. License and engineering revenue was £7.9 million (2005: £6.1 million). Maintenance and service revenue was £2.1 million (2005: £1.7 million). Royalties were £3.4 million (2005: £2.7 million). Sales in North America were 65% of total sales, Europe 13% and Asia 22%. Revenue in Asia increased 239% to £3.0 million in 2006 (2005: £0.9 million). From a product line perspective, 83% of revenue was from the SoC products and the remaining 17% was from the embedded software products. With the increase and growth in revenue, total revenue per average headcount improved to £108k (2005: £82k). Costs Cost of revenue was down 3% to £1.6 million (2005: £1.6 million). Average headcount in the business for financial year 2006 was 124 employees compared with 128 for 2005. Research and development costs, net of amounts capitalised, were up 4% to £6.7 million (2005: £6.4 million); sales and marketing costs were up 11% to £5.0 million (2005: £4.5 million), and general and administration costs were up 7% to £3.3 million (2005: 3.0 million). Operating expenses increased 1% to £17.6 million (2005: £17.4 million). Loss before interest, taxation, depreciation and amortisation improved 39% to £3.2 million (2005: £5.2 million). Interest Interest income was £1.5 million (2005: £1.5 million). Net loss Net loss improved significantly to £1.1 million (2005: £4.3 million). Loss per share improved to 0.78p (2005: 3.05p loss). Cash flow and balance sheet Cash used in operations was £1.7 million (2005: £4.3 million). Capital expenditure was £0.9 million (2005: £0.8 million). The outflow of cash and short-term investment (cash held on deposit) was £0.4 million (2005: £1.5 million). Net assets at 31 December 2006 were £32.0 million (2005: £32.8 million), including cash and short-term investments of £31.6 million (2005: £32.0 million). Dividend No dividend payment will be made for the year ended 31 December 2006. Consolidated profit and loss account for the year ended 31 December 2006 Year ended Year ended 31 December 31 December 2006 2005 (unaudited) (audited) £ '000 £ '000 Revenue 13,411 10,494 Net operating expenses (note 2) (17,636) (17,442) Operating loss (4,225) (6,948) Interest receivable 1,509 1,530 Loss before income tax (2,716) (5,418) Tax credit (note 3) 1,583 1,077 Loss for the year attributable to equity shareholders (1,133) (4,341) Basic and diluted loss per share (pence) (0.78) (3.05) Consolidated balance sheet as at 31 December 2006 31 December 31 December 2006 2005 (unaudited) (audited) £'000 £'000 Assets Non current assets Intangible assets 843 1,284 Property, plant and equipment 424 329 Trade and other receivables 372 - 1,639 1,613 Current assets Inventory 203 - Trade and other receivables 2,959 3,679 Current corporation tax receivable 700 - Short term investments 13,500 10,534 Cash and cash equivalents 18,146 21,476 35,508 35,689 Total assets 37,147 37,302 Liabilities Current liabilities Trade and other payables (note 5) 4,762 4,009 Other liabilities - 218 Provision (note 6) 306 77 5,068 4,304 Net current assets 30,440 31,385 Non-current liabilities Provision (note 6) 38 209 38 209 Net assets 32,041 32,789 Shareholders' equity Ordinary shares 151 149 Share premium 3,256 2,923 Capital redemption reserve 162 162 Merger reserve 107 107 Other reserves 60,482 60,205 Cumulative translation adjustment (457) (190) Retained earnings (31,660) (30,567) Total shareholders' equity 32,041 32,789 Consolidated cash flow statement for the year ended 31 December 2006 Year ended Year ended 31 December 31 December 2006 2005 (unaudited) (audited) £'000 £'000 Cash flows from operating activities Cash used in operations (note 4) (1,678) (4,330) Interest received 1,474 1,535 Taxes paid (97) (83) Tax refund 755 1,059 Net cash generated/(used) in operating activities 454 (1,819) Cash flows from investing activities Purchase of property, plant and equipment (353) (220) Purchase of intangible assets (552) (466) Capitalisation of R&D assets (21) (96) Movements on short term investments (2,966) (1,834) Proceeds from sale of business - 327 Net cash used in investing activities (3,892) (2,289) Cash flows from financing activities Net proceeds from issue of ordinary shares 375 727 Finance lease principal payments - (4) Net cash generated from financing activities 375 723 Effects of exchange rate changes (267) 29 Net decrease in cash and cash equivalents (3,330) (3,356) Cash and cash equivalents at 1 January 21,476 24,832 Cash and cash equivalents at 31 December 18,146 21,476 Statement of changes in shareholders' equity Capital Cumulative Share Share Merger redemption Other translation Retained Group capital premium reserve reserve reserves adjustment earnings Total (unaudited) £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 At 1 January 2006 149 2,923 107 162 60,205 (190) (30,567) 32,789 Shares issued 2 333 335 Change in value of ESOP 40 40 reserve Share based award reserve 277 277 Exchange loss (267) (267) Loss for the year (1,133) (1,133) At 31 December 2006 151 3,256 107 162 60,482 (457) (31,660) 32,041 1 Basis of preparation The Preliminary Report is unaudited and does not constitute statutory accounts within the meaning of s240 of the Companies Act 1985. The statutory accounts for the year ended 2005 have been delivered to the Registrar of Companies. The auditors' opinion on these accounts was unqualified and did not contain a statement made under s237 (2) or s237 (3) of the Companies Act 1985. The consolidated financial statements of ARC International plc have been prepared in accordance with the EU Endorsed International Financial Reporting Standards (IFRS), IFRIC interpretations and the Companies Act 1985 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, except in respect of certain financial instruments. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates. 2 Summary of operating expenses Year ended Year ended 31 December 31 December 2006 2005 (unaudited) (audited) £ '000 £ '000 Operating expenses Cost of sales (1,591) (1,638) Research and development (6,716) (6,432) Sales and marketing (5,023) (4,523) General and administrative (3,254) (3,033) Other expenses (1,052) (1,816) Net operating expenses (17,636) (17,442) Year ended Year ended 31 December 31 December 2006 2005 (unaudited) (audited) £ '000 £ '000 Loss before interest, taxation, depreciation and amortisation (3,173) (5,236) Depreciation (229) (318) Amortisation (823) (1,199) Impairment of goodwill - (195) Operating loss (4,225) (6,948) 3 Tax credit for the period Year ended Year ended 31 December 31 December 2006 2005 (unaudited) (audited) £'000 £'000 UK Adjustments in respect of prior periods (research and development credit) (1,673) (1,166) Foreign tax On profits for the period 2 60 Irrecoverable withholding tax 88 29 (1,583) (1,077) The research and development tax credit of £1,673,000 in 2006 includes the claim for 2003 and 2004 (2005: £1,166,000 included the credit for 2002). The claim for 2004, £700,000, is included in amounts receivable as it was outstanding at 31 December 2006 (2005: nil). 4 Cash used in operations Year ended Year ended 31 December 31 December 2006 2005 (unaudited) (audited) £'000 £'000 Net loss for the year (1,133) (4,341) Adjustments for: Gain on business disposal - (327) Interest receivable (1,509) (1,530) Tax credit (1,583) (1,077) Amortisation 823 1,199 Depreciation 229 318 Goodwill impairment - 195 Loss on disposal of property, plant and equipment 5 - Share based award expense 277 431 (Increase) in inventories (203) - (Increase)/decrease in trade and other receivables 393 (56) Increase in trade and other payables 965 1,096 Increase/(decrease) in provisions 58 (238) Cash used in operations (1,678) (4,330) 5 Trade and other payables-current 31 December 31 December 2006 2005 (unaudited) (audited) £'000 £'000 Trade payables 768 611 Other taxes and social security costs 122 158 Accruals 2,038 2,013 Deferred revenue 1,834 1,227 Trade and other payables-current 4,762 4,009 6 Provisions Current Non-current Total provision (unaudited) £'000s £'000s £'000s At 1 January 2006 77 209 286 Utilised (77) - (77) Reclassified from non-current to current 209 (209) - Charges to the income statement 97 38 135 At 31 December 2006 306 38 344 The utilisation of the provisions in 2006 relates to onerous lease commitments in Elstree, UK. A provision of £135,000 was established for the onerous lease commitment in Santa Cruz, USA, as the facility was closed in January 2007. The balance of the provision £209,000 represents an onerous lease commitment and the associated restoration costs for the Elstree, UK facility. Management anticipates the utilisation of the Elstree provision over the next year, as the lease terminates in July 2007, and the Santa Cruz provision over the next two years, as the lease terminates in May 2008. About ARC International plc ARC International is the world leader in configurable subsystems and CPU/DSP processors that are used by semiconductor companies worldwide for next-generation system-on-chip (SoC) design. ARC's patented configurable processor technology enables the development of consumer, networking, mass storage and other cost-sensitive devices that are smaller and provide a higher degree of differentiation over what can be created using "fixed architecture" core alternatives. ARC International maintains a worldwide presence with corporate and research and development offices in California, USA, and Elstree, UK. For more information visit www.ARC.com. ARC International is listed on the London Stock Exchange as ARC International plc (LSE: ARK). ARC, ARC-Based, ARChitect, and the ARC logo are trademarks or registered trademarks of ARC International. All other brands or product names contained herein are the property of their respective owners. This release may contain " forward-looking statements" including statements concerning plans, future events or performance and underlying assumptions and other statements that are other than statements of historical fact. ARC's actual results for future periods may differ materially from those expressed in any forward-looking statements made by or on behalf of ARC. The factors that could cause actual results to differ materially include, without limitation, general economic and business conditions; potential for fluctuations in and unpredictability of ARC's quarterly results; assumptions regarding ARC's future business strategy; the ability of semiconductor partners to manufacture and market microprocessors based on the ARC(R) architecture; the acceptance of ARC technology by systems companies; the availability of development tools, systems software and operating systems; the rapid change in technology in the semiconductor industry and ARC's ability to develop new products in a timely manner; competition from other architectures; ARC's ability to protect its intellectual property; regulatory policies adopted by governmental authorities; risks associated with ARC's international operations; management of ARC's growth; ARC's ability to attract and retain employees; and other uncertainties that are discussed in the " Investment Considerations" section of ARC's listing particulars dated 28 September 2000 filed with the United Kingdom Listing Authority and the Registrar of Companies in England and Wales. 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