Attached files
Exhibit 99.2
Condensed consolidated income statement
For the six months ended June 30, 2009
Note | For the six months ended June 30, 2009 Before restructuring (unaudited) £000 |
For the six months ended June 30, 2009 Restructuring (unaudited) £000 |
For the six months ended June 30, 2009 Total (unaudited) £000 |
For the six months ended June 30, 2008 (unaudited) £000 |
||||||||||
Revenue |
7,259 | | 7,259 | 9,251 | ||||||||||
Cost of sales |
(609 | ) | | (609 | ) | (694 | ) | |||||||
Gross profit |
6,650 | | 6,650 | 8,557 | ||||||||||
Operating expenses |
4 | (11,832 | ) | (2,258 | ) | (14,090 | ) | (11,419 | ) | |||||
Operating loss |
(5,182 | ) | (2,258 | ) | (7,440 | ) | (2,862 | ) | ||||||
Finance income |
168 | | 168 | 485 | ||||||||||
Finance expense |
(6 | ) | | (6 | ) | | ||||||||
Share of post-tax profit/(loss) of associate |
16 | | 16 | (8 | ) | |||||||||
Loss before income tax |
(5,004 | ) | (2,258 | ) | (7,262 | ) | (2,385 | ) | ||||||
Tax credit |
100 | | 100 | 726 | ||||||||||
Loss for the period |
(4,904 | ) | (2,258 | ) | (7,162 | ) | (1,659 | ) | ||||||
Weighted average number of shares |
145,506,363 | 149,037,037 | ||||||||||||
Basic and diluted loss per share -pence |
(4.92 | ) | (1.11 | ) |
Condensed consolidated statement of comprehensive income |
||||||
For the six months ended June 30, 2009 |
||||||
Six months ended June 30 2009 (unaudited) |
Six months ended June 30 2008 (unaudited) |
|||||
Loss for the period |
(7,162 | ) | (1,659 | ) | ||
Other comprehensive income |
||||||
Currency translation difference |
653 | (147 | ) | |||
Total comprehensive income for the period attributable to owners of the parent |
(6,509 | ) | (1,806 | ) |
Condensed consolidated statement of changes in shareholders equity
(unaudited) | Share capital £000 |
Share premium £000 |
Other reserves £000 |
Cumulative translation adjustment £000 |
Retained earnings £000 |
Total* £000 |
||||||||||
At January 1, 2008 |
153 | 3,683 | 61,037 | (511 | ) | (34,089 | ) | 30,273 | ||||||||
Share based payments |
| | 167 | | | 167 | ||||||||||
Exchange loss |
| | | (147 | ) | | (147 | ) | ||||||||
Loss for the period |
| | | | (1,659 | ) | (1,659 | ) | ||||||||
At June 30, 2008 |
153 | 3,683 | 61,204 | (658 | ) | (35,748 | ) | 28,634 | ||||||||
Change in value of ESOP reserve |
| | | | (768 | ) | (768 | ) | ||||||||
Share based payments |
| | 85 | | | 85 | ||||||||||
Exchange loss |
| | | (804 | ) | | (804 | ) | ||||||||
Loss for the period |
| | | | (4,340 | ) | (4,340 | ) | ||||||||
At December 31, 2008 |
153 | 3,683 | 61,289 | (1,462 | ) | (40,856 | ) | 22,807 | ||||||||
Shares issued |
1 | 382 | | | | 383 | ||||||||||
Share based payments |
| | (33 | ) | | | (33 | ) | ||||||||
Exchange gain |
| | | 653 | | 653 | ||||||||||
Loss for the period |
| | | | (7,162 | ) | (7,162 | ) | ||||||||
At June 30, 2009 |
154 | 4,065 | 61,256 | (809 | ) | (48,018 | ) | 16,648 |
* All attributable to owners of the parent
2
Condensed consolidated balance sheet
As at June 30, 2009
Note | June 30 2009 (unaudited) |
December 31 2008 (a) £000 |
||||||
Assets |
||||||||
Non-current assets |
||||||||
Intangible assets |
7 | 10,293 | 11,600 | |||||
Property, plant and equipment |
1,432 | 1,970 | ||||||
Investment in associate |
| 443 | ||||||
Other receivables |
438 | 442 | ||||||
12,163 | 14,455 | |||||||
Current assets |
||||||||
Trade and other receivables |
4,032 | 4,060 | ||||||
Current corporation tax receivable |
1,345 | 2,160 | ||||||
Short term investments |
3,815 | 8,037 | ||||||
Cash and cash equivalents |
5,313 | 4,631 | ||||||
14,505 | 18,887 | |||||||
Total assets |
26,668 | 33,342 | ||||||
Liabilities |
||||||||
Current liabilities |
||||||||
Loans and borrowings |
78 | 78 | ||||||
Trade and other payables |
6,415 | 7,529 | ||||||
Deferred income tax liabilities |
17 | | ||||||
Provisions for other liabilities and charges |
9 | 1,741 | 798 | |||||
8,251 | 8,405 | |||||||
Net current assets |
6,254 | 10,481 | ||||||
Non-current liabilities |
||||||||
Loans and borrowings |
60 | 99 | ||||||
Other payables |
58 | 101 | ||||||
Deferred income tax liabilities |
975 | 1,073 | ||||||
Provisions for other liabilities and charges |
9 | 676 | 858 | |||||
1,769 | 2,131 | |||||||
Net assets |
16,648 | 22,807 | ||||||
Shareholders equity |
||||||||
Ordinary shares |
154 | 153 | ||||||
Share premium |
4,065 | 3,683 | ||||||
Other reserves |
61,256 | 61,289 | ||||||
Cumulative translation adjustment |
(809 | ) | (1,462 | ) | ||||
Retained earnings |
(48,018 | ) | (40,856 | ) | ||||
Total shareholders equity |
16,648 | 22,807 |
(a) The year ended December 31, 2008 figures are extracted from the audited financial statements for the year ended December 31, 2008.
3
Condensed consolidated cash flow statement |
|
|||||||
For the six months ended June 30, 2009 |
||||||||
Note | Six months ended June 30 2009 (unaudited) £000 |
Six months ended June 30 2008 (unaudited) |
||||||
Cash flows from operating activities |
||||||||
Net loss for the year |
(7,162 | ) | (1,659 | ) | ||||
Adjustments for: |
||||||||
Gain/(loss) on foreign exchange |
653 | (54 | ) | |||||
Interest receivable |
(163 | ) | (485 | ) | ||||
Tax credit |
(100 | ) | (726 | ) | ||||
Bad debt recovery |
(60 | ) | | |||||
Amortization |
1,233 | 1,007 | ||||||
Depreciation |
446 | 476 | ||||||
Loss on disposal of property, plant and equipment |
140 | 7 | ||||||
Asset disposal arising from restructuring |
261 | | ||||||
Provision for investment in associate |
552 | | ||||||
Share based award (income)/expense |
(33 | ) | 167 | |||||
Share loss/(income) from associate |
(16 | ) | 8 | |||||
Decrease in inventories |
| 70 | ||||||
(Increase)/decrease in trade and other receivables |
404 | (1,586 | ) | |||||
Decrease in trade and other payables |
(884 | ) | (206 | ) | ||||
Increase in provisions |
767 | 30 | ||||||
Net cash used in operations |
(3,962 | ) | (2,951 | ) | ||||
Interest received & paid |
131 | 497 | ||||||
Taxes paid |
(1 | ) | (27 | ) | ||||
Tax credits received |
854 | 1,368 | ||||||
Net cash used in operating activities |
(2,978 | ) | (1,113 | ) | ||||
Cash flows from investing activities |
||||||||
Purchase of property, plant and equipment |
(102 | ) | (680 | ) | ||||
Purchase of intangible assets |
(341 | ) | (775 | ) | ||||
Disposal of tangible fixed assets |
| 7 | ||||||
Disposal of intangible fixed assets |
140 | | ||||||
Movements on short term investments |
4,223 | 450 | ||||||
Investment of Associate |
| (3 | ) | |||||
Acquisition of Sonic Focus |
10 | | (1,943 | ) | ||||
Acquisition of Alarity |
(97 | ) | (85 | ) | ||||
Net cash used in investing activities |
3,823 | (3,029 | ) | |||||
Effects of exchange rate changes |
(163 | ) | (93 | ) | ||||
Net increase/(decrease) in cash and cash equivalents |
682 | (4,235 | ) | |||||
Cash and cash equivalents at January 1 |
4,631 | 10,100 | ||||||
Cash and cash equivalents at end of period |
5,313 | 5,865 |
4
NOTES
1. Basis of presentation
These condensed consolidated interim financial statements have been prepared in accordance with the accounting policies set out in the Annual Report of ARC International Plc for the year ended December 31, 2008. The prior year comparatives are derived from audited financial information for ARC International Plc as set out in the Annual Report for the year ended December 31, 2008 and the unaudited financial information in the condensed consolidated interim financial statements for the six months ended June 30, 2008. These condensed consolidated interim financial statements have been prepared under the historical cost convention, except in respect to certain financial instruments. This condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board. The condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Companys published consolidated financial statements for the year ended December 31, 2008 except for the impact of the adoption of the Standards and Interpretations described below. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended December 31, 2008.
IAS 1 (revised 2007) Presentation of Financial Statements
(effective for annual periods beginning on or after January 1, 2009)
The revised Standard has introduced a number of terminology changes (including revised titles for the condensed financial statements) and has resulted in a number of changes in presentation and disclosure. However, the revised Standard has had no impact on the reported results or financial position of the Group.
IFRS 8 Operating Segments
(effective for annual periods beginning on or after January 1, 2009)
The Group has adopted IFRS 8 Operating Segments with effect from January 1, 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. In contrast, the predecessor Standard (IAS 14 Segment Reporting) required an entity to identify two sets of segments (business and geographical), using a risks and rewards approach, with the entitys system of internal financial reporting to key management personnel serving only as the starting point for the identification of such segments.
The segments identified in the financial statements for the year ended December 31, 2008 under IAS 14 do not differ materially from those required in accordance with IFRS 8.
The consolidated accounts incorporate the accounts of the Company and of each of its subsidiaries for the period to June 30, 2009. All new acquisitions are accounted for under the purchase method from the date of acquisition.
The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Groups accounting policies. Although these estimates are based on managements best knowledge of the amount, event or actions, actual results ultimately may differ from those estimates.
The condensed consolidated interim financial statements for the six months ended June 30, 2009 are unaudited but have been reviewed by the auditors. The condensed consolidated interim financial statements for the six months ended June 30, 2009 were approved by the directors on August 4, 2009.
5
The comparative figures for the financial year ended December 31, 2008 are not the companys statutory accounts for that financial year. Those accounts have been reported on by the companys auditors and delivered to the registrar of companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 237(2) or (3) of the Companies Act 1985.
2. Segment information
The Group has adopted IFRS 8 Operating Segments with effect from January 1, 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. In contrast, the predecessor Standard (IAS 14 Segment Reporting required an entity to identify two sets of segments (business and geographical), using a risks and rewards approach, with the entitys system of internal financial reporting to key management personnel serving only as a starting point for the identification of such segments. As a result, following the adoption of IFRS 8, the identification of the Groups reportable segments has changed.
The Group provides intellectual property for multimedia subsystems and configurable CPU/DSP processors. The Group has one type of business segment in providing the products to customers. It is this information that is reviewed by the Board. There is therefore only one operating segment and no further segmental information is reported.
3. Income tax credit
Interim period income tax is accrued based on the average annual effective income rate of 28% (H1 2008: 28.5%).
4. Summary of net operating expenses
Six months ended 2009 (unaudited) |
Six months ended June 30 2008 ( unaudited) |
|||||
Operating expenses |
||||||
Research and development |
(5,272 | ) | (4,506 | ) | ||
Sales and marketing |
(2,734 | ) | (3,053 | ) | ||
General and administrative |
(2,147 | ) | (2,283 | ) | ||
Other expenses |
(1,679 | ) | (1,577 | ) | ||
Restructuring costs |
(2,258 | ) | | |||
Net operating expenses |
(14,090 | ) | (11,419 | ) |
6
5. Key management compensation
Six months ended June 30 2009 (unaudited) £000 |
Six months ended June 30 2008 (unaudited) £000 | |||
Salaries and short-term employee benefits |
661 | 660 | ||
Post-employment benefits |
18 | 24 | ||
Share-based payments |
| 56 | ||
679 | 740 |
Key management comprise of executive and non-executive directors and certain managers.
6. Loss per ordinary shares
Basic loss per share is calculated by dividing the loss attributable to ordinary shareholders by the weighted number of shares in issue during the year, excluding those held in the Employee Benefit Trust.
For diluted loss per share, the weighed average number of shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. Diluted loss per share and the basic loss per share are the same for the six months ended June 30, 2009 and June 30, 2008 as in these loss-making periods the effect of potential dilutive shares would be anti-dilutive.
June 30 2009 |
June 30 2008 |
|||||
Issued ordinary shares at January 1 |
152,703,048 | 152,703,048 | ||||
Effect of own shares held in Employee Benefit Trust |
(7,641,799 | ) | (3,666,011 | ) | ||
Effect of share options exercised |
61,011 | | ||||
Effect of shares issued during the year |
384,103 | | ||||
Weighed average number of ordinary shares |
145,506,363 | 149,037,037 |
7
7. Intangible assets
Goodwill £000s |
Computer software £000s |
Developed and in process technology £000s |
Customer relationships £000s |
Brand name and other £000s |
Intangible assets Total £000s |
|||||||||||||
Cost |
||||||||||||||||||
At January 1, 2008 |
17,011 | 6,690 | 3,890 | 404 | 228 | 28,223 | ||||||||||||
Additions |
| 2,036 | 249 | | | 2,285 | ||||||||||||
Acquisition of subsidiary |
2,042 | 7 | 1,275 | 317 | 445 | 4,086 | ||||||||||||
Exchange difference |
96 | | (6 | ) | | | 90 | |||||||||||
At December 31, 2008 |
19,149 | 8,733 | 5,408 | 721 | 673 | 34,684 | ||||||||||||
Additions (note 10) |
197 | 341 | | | | 538 | ||||||||||||
Disposal for the period |
| (517 | ) | | | | (517 | ) | ||||||||||
Exchange difference |
| (362 | ) | | | | (362 | ) | ||||||||||
At June 30, 2009 |
19,346 | 8,195 | 5,408 | 721 | 673 | 34,343 | ||||||||||||
Amortization and impairment losses |
||||||||||||||||||
At 1 January 2008 |
(13,580 | ) | (5,913 | ) | (1,054 | ) | (76 | ) | (94 | ) | (20,717 | ) | ||||||
Charge for the period |
| (855 | ) | (1,127 | ) | (184 | ) | (102 | ) | (2,268 | ) | |||||||
Exchange difference |
| (8 | ) | (90 | ) | (1 | ) | | (99 | ) | ||||||||
At December 31, 2008 |
(13,580 | ) | (6,776 | ) | (2,271 | ) | (261 | ) | (196 | ) | (23,084 | ) | ||||||
Charge for the year |
| (417 | ) | (655 | ) | (102 | ) | (59 | ) | (1,233 | ) | |||||||
Disposal for the period |
| 103 | | | | 103 | ||||||||||||
Exchange difference |
| 161 | 3 | | | 164 | ||||||||||||
At June 30, 2009 |
(13,580 | ) | (6,929 | ) | (2,923 | ) | (363 | ) | (255 | ) | (24,050 | ) | ||||||
Net book value |
||||||||||||||||||
At January 1, 2008 |
3,431 | 777 | 2,836 | 328 | 134 | 7,506 | ||||||||||||
At December 31, 2008 |
5,569 | 1,957 | 3,137 | 460 | 477 | 11,600 | ||||||||||||
At June 30, 2009 |
5,766 | 1,266 | 2,485 | 358 | 418 | 10,293 |
8
8. Contingent liabilities
Claims of patent infringement are occasionally made against products that incorporate either an ARC core or a component that, in turn, includes an ARC core. In such circumstances, the design or operation of the ARC core may be relevant to any response to that claim of infringement. ARC has provided and expects to continue to provide assistance to its licensees, in the form of technical information regarding the ARC product and/or the validity of the patents in question. To date, no licensee has insisted upon nor has ARC accepted a duty to indemnify the licensee in connection with any such claim. Accordingly, the directors are of the opinion, and have been so advised that the risk to the company arising from any claims of patent infringement of which ARC is aware is remote and no provision has been made in the accounts.
9. Provision for other liabilities and charges
(unaudited) | Restructuring £000 |
Onerous leases £000 |
Office restoration costs £000 |
Total Provision £000 |
||||||||
At January 1, 2008 |
| | 110 | 110 | ||||||||
Provisions made in the year |
| | 50 | 50 | ||||||||
At June 30, 2008 |
| | 160 | 160 | ||||||||
Provisions made in the year |
1,131 | 1,142 | 10 | 2,283 | ||||||||
Utilised |
(790 | ) | | (12 | ) | (802 | ) | |||||
Foreign exchange |
15 | | | 15 | ||||||||
At December 31, 2008 |
356 | 1,142 | 158 | 1,656 | ||||||||
Provisions made in the year |
1,856 | | 30 | 1,886 | ||||||||
Utilised |
(731 | ) | (195 | ) | | (926 | ) | |||||
Released |
(150 | ) | (6 | ) | (156 | ) | ||||||
Foreign exchange |
(43 | ) | | | (43 | ) | ||||||
At June 30, 2009 |
1,288 | 947 | 182 | 2,417 | ||||||||
Non-current |
| 566 | 110 | 676 | ||||||||
Current |
1,288 | 381 | 72 | 1,741 |
10. Business Combinations
The group purchased 100% of the voting shares of Sonic Focus Inc. on February 11, 2008 for a total consideration of £2,813,000.
All assets and liabilities were recognized at their respective fair values. The residual excess over the net assets acquired is recognized as goodwill in the condensed consolidated financial statements.
The initial accounting for the acquisition was determined provisionally. Any adjustments to the fair values of the acquired assets and liabilities will be recorded within twelve months of the acquisition date.
From the date of acquisition to June 30, 2008, the acquisition contributed £38,000 to revenue, £371,000 to the operating expenses (excluding amortization), £138,000 of amortization of intangible assets, and £471,000 to net loss.
9
The results of operations, as if the acquisition had been made at January 1, 2008, would be as follows:
£ 000s | |||
Revenue |
9,333 | ||
Net loss |
(2,021 | ) |
Carrying values pre acquisition £000s |
Provisional Fair values £000s |
|||||
Intangible fixed assets |
22 | 2,042 | ||||
Property, plant and equipment |
53 | 53 | ||||
Trade and other receivables |
69 | 69 | ||||
Cash and cash equivalents |
68 | 68 | ||||
Trade and other payables |
(780 | ) | (780 | ) | ||
Deferred Tax |
| (542 | ) | |||
Net assets acquired |
(568 | ) | 910 | |||
Goodwill |
1,903 | |||||
Consideration |
2,813 | |||||
Consideration satisfied by cash paid in the period ended June 30, 2008 |
1,748 | |||||
Deferred consideration satisfied by cash to be paid in the six months ended December 31, 2008 |
46 | |||||
Deferred consideration to be satisfied by issuing shares after June 30, 2008 |
756 | |||||
Transaction costs |
263 | |||||
2,813 | ||||||
Part of the cost of the Sonic Focus acquisition will be satisfied in shares. 2,728,915 shares will be issued in two equal instalments: 15 months and 30 months after the date of acquisition. The fair value of these instruments is shown in the table above and has been calculated by reference to the ten-day average closing share price prior to the completion of the acquisition on February 11, 2008 and converted into US dollars using the average interbank exchange rate over the same ten-day period. On May 11, 2009, the company issued 1,364,385 shares to satisfy the first instalment.
Goodwill represents the value of the assembled work force and other potential future economic benefit that is anticipated will be derived from the integration of the technology offered by Sonic Focus with the existing products of the group.
10
The outflow of cash and cash equivalents in the period on the acquisition of Sonic Focus, Inc is calculated as follows:
£000s | |||
Cash consideration |
1,748 | ||
Transaction costs |
263 | ||
Cash acquired |
(68 | ) | |
1,943 | |||
The intangible assets acquired as part of the acquisition of Sonic Focus Inc can be analyzed as follows:
£000s | ||
Developed core technology |
1,194 | |
Customer relationships |
317 | |
Trade name |
423 | |
In process technology |
86 | |
Other |
22 | |
2,042 | ||
Goodwill on acquisition
(unaudited) | Sonic Focus £000 |
Tenison Design £000 |
Teja Technologies £000 |
Alarity Corporation £000 |
Total £000 | |||||
At January 1, 2008 |
| 992 | 478 | 1,961 | 3,431 | |||||
Acquired |
1,903 | | | 67 | 1,970 | |||||
Foreign exchange movement |
25 | | | | 25 | |||||
At June 30, 2008 |
1,928 | 992 | 478 | 2,028 | 5,426 | |||||
Increase in goodwill |
66 | | | 6 | 72 | |||||
Foreign exchange |
23 | | | 48 | 71 | |||||
At December 31, 2008 |
2,017 | 992 | 478 | 2,082 | 5,569 | |||||
Increase in goodwill |
197 | | | | 197 | |||||
At June 30, 2009 |
2,214 | 992 | 478 | 2,082 | 5,766 |
The increase in the goodwill for the Sonic Focus Inc acquisition represents a revision to the provisional values on the deferred tax.
11
11. Related Party Transactions
Transactions related to directors and key management are shown in note 5.
The group has transactions with the associate company, Adaptive Chips Inc. Adaptive Chips provides engineering services on an arms length basis amounting to £1,083,000 (2008: £204,000) to the group. As of June 30, 2009, the company has £159,000 payable outstanding to Adaptive Chips.
Investment of approximately £552,000 that the group had made into Adaptive Chips Inc. has been provided for and is included in the restructuring charge.
12. Events after the end of the reporting period
On July 21, 2009 the board of Adaptive Chips Inc. resolved to recommend to the shareholders that the company be orderly wound down and file for dissolution.
On 18 August 2009 Virage Logic, Inc through its subsidiary Abigail (UK) Limited, launched an offer for the entire share capital of ARC International plc. On 15 September 2009, Abigail (UK) Limited declared the offer unconditional in all respects, ARC International plc then applied for delisting from the London Stock Exchange, which was finalized on 14 October 2009.
12