Final Results

ARC International Plc ARC International plc Announces Unaudited Preliminary Results for the Year Ended 31 December 2005; Industry Continues Its Adoption of ARC's Patented Configurable Technology ARC International (LSE:ARK), the world leader in configurable CPU/DSP processor cores and application subsystems, today announced its unaudited financial results for the full year ended 31 December 2005. Highlights for the Year Ended 31 December 2005: -- Shift in revenue mix continued -- At least 70% of core processor revenues came from new products -- The company received no revenue from its peripherals business, which was sold in 2004 -- Larger customer agreements, and longer sales cycles for ARC's new products -- 7 contracts (valued at GBP 2 million+) were still in negotiations at the end of year 2005 -- 3 have closed, others are imminent for 1H 2006 -- Year-end 2005 contractual backlog grew to GBP 1.3 million from GBP 0.2 million -- Delay in release of the ARC(TM) Video Subsystem -- Growth in processor revenue was less than expected -- ARC will launch the Video Subsystem on Monday, 20 February 2006 -- Result: 14% decline in overall year-on-year revenue -- GBP 10.5 million overall revenues compared to GBP 12.2 million in 2004 (GBP 10.9 million on a comparable basis, excluding GBP 1.3 million from the company's peripherals business sold in 2004) -- Net loss improved to GBP 4.3 million from GBP 5.1 million Commenting on the company's performance, Carl Schlachte, president and chief executive officer, said, "During the past twelve months, we continued to make progress toward achieving our strategic goals. Year on year, processor and subsystem licensing agreements increased, and our newer products grew as a percentage of overall processor contracts. Median deal size for the new product lines was up, and the strong backlog now provides a solid foundation for the company as we enter a new financial year. While there are promising indicators of ARC's progress, the board is not satisfied with the 2005 financial results. During the year, many customers continued the trend of making larger commitments to ARC. This resulted in extended evaluation periods and payment terms, which pushed the completion of a number of agreements into the first quarter of 2006. The official introduction of ARC's Video Subsystem was delayed to the first quarter of 2006. For 2006, management will increase its efforts to grow the top line by expanding ARC's customer base globally. We will deliver our new products in time to meet customer requirements; the Video Subsystem will be launched on 20 February 2006." Commenting on the financial results, Victor Young, chief financial officer, said, "We experienced a delay in closing several license opportunities and the launch of the Video Subsystem product. GBP 1.3 million of revenue from our discontinued peripherals business, which we sold in 2004, was not replaced. However, demand for our new products is evident in the increase in our backlog and sales pipeline. Costs were in line with plan, and we will look for opportunities to reduce certain expenses in 2006 through improved processes and controls. A reduction in headcount of 7% was initiated in January 2006." Statement from the President and Chief Executive Officer Overview Throughout calendar year 2005, the semiconductor market continued its rapid adoption of configurable technology. This trend was driven, in part, by a growth of consumer applications requiring low cost, highly optimised solutions that are protected from cloning and piracy. As the leader in configurability, ARC benefited from the market's increasing appetite for our products. We added new companies to the community of ARC licensees and crossed the 100th customer milestone faster than any of our competitors. ARC grew its position as the technology-of-choice for multimedia applications: the ARC Sound Subsystem continued to attract interest from customers; we announced a program providing early access to companies interested in our Video Subsystem and disclosed details of the product. The Age of Configurability Chip designers throughout the worldwide semiconductor industry are adopting configurability at a rate faster than that of fixed architecture technology. According to Semico Research Corporation of Arizona, chips incorporating a configurable 32-bit core will grow at a 45% compound annual growth rate (CAGR) between 2003 and 2009, compared to a CAGR of less than 10% for chips incorporating a 32-bit fixed processor. Together with ARC's improving image in the embedded industry, this trend helped ARC surpass the 100 customer milestone in 2005. Customers that adopted ARC's configurable products for their next-generation chips included: -- ChipX, Inc. -- is bringing the power of ARC's patented configurable CPU technology to a high-growth embedded market. ChipX will use an ARC core to create new, customer-specific chip with an on-board processor. -- SiPORT, Inc. -- has taken a license for multiple configurable CPU and DSP cores from ARC. After an extensive evaluation of several configurable core vendors, SiPORT chose ARC because of our leadership position in the embedded IP market and the cost savings ARC's configurable technology provides SoC developers. -- Undisclosed satellite chip provider -- a major U.S. defense contractor has taken a license for a configurable ARC processor core. The aerospace contractor will use the ARC CPU to develop a radiation hardened semiconductor chip that will handle data encryption functions for a U.S. government satellite. The contractor is a leading developer and manufacturer of cryptographic microcircuits used in applications such as space communications for ground and flight units and the President's White House "red phone." -- Undisclosed smart card technology provider -- a leading smart card technology company has signed an agreement that gives it wide-ranging access to ARC's patented configurable technology. Multimedia Market Leadership There is an explosion of devices delivering audio and video content to consumers. This is fuelling demand from design companies for an integrated multimedia solution that meets the cost and functional requirements of a range of media rich applications. ARC predicted the market need for audio and video solutions, and for close to two years our engineering team has been developing products that meet the stringent needs of these next-generation multimedia devices. Today, ARC is the only embedded IP company offering pre-verified, configurable multimedia subsystems to customers servicing this high-growth market. We already are seeing healthy demand for our solutions. For the first time in ARC's history, licensees are committing to a product that has yet to ship to market -- the ARC Video Subsystem, which will be officially introduced next week. For years ARC's configurable processors have enabled chips with media-rich features. ARC's patented configurable technology allows customers to create low cost devices that are highly optimized to a wide range of applications. Customers that announced in 2005 they were using ARC's products for multimedia devices included: -- Altek Labs -- an ARC licensee since 2003, Altek announced that they have extended their license for ARC's configurable products by taking a new license for use in Altek's next-generation digital still camera (DSC) chip. The company's previous ARC-Based(TM) DSC design is shipping to market with multiple ARC cores. -- Chips & Media, Inc. -- has taken a license for an ARC core for use in a new MPEG2 codec design. Targeted at high volume set-top box applications, Chips & Media selected the ARC processor because it is smaller, consumes less power and provides up to twice the MHz performance than competitive cores. -- Skymedi Corporation -- a provider of multimedia flash memory controllers, Skymedi has taken a license for the ARC Sound Subsystem for their next-generation controllers. After a thorough review of available audio solutions, Skymedi found the ARC Sound Subsystem and ARC's comprehensive Media Subsystem roadmap to be the industry's superior multimedia solution. Fuelling Innovation through Configurability During the financial year 2005, ARC continued to develop new and innovative products based upon our configurable technology. We introduced new capabilities for the 600 and 700 core families, and an award-winning media-processing engine that will be incorporated into the upcoming ARC Video Subsystem. Announcements during this time of customers using ARC's processors to create leading-edge products included: -- Aarohi Communications -- an ARC licensee since 2002, Aarohi will use a new ARC core in its next-generation Intelligent Storage Component. Aarohi's current ARC-Based processor recently won the Network Storage Conference's 'Interconnect Product of the Year' award and incorporates multiple configurable ARC cores. -- Conexant Systems, Inc. -- is using a configurable ARC processor in new chipsets for multi-function printing and copying devices. Conexant's multi-function peripheral semiconductor line targets high volume, consumer applications incorporating printer/scanner/copier/fax solutions. -- IPWireless, Inc. -- a leader in the development of very high performance packet-based wireless networks, IPWireless has taken a license for the configurable ARC processor for use in their latest chip. It will be part of the company's next generation broadband wireless devices, and the third in a series of successful ARC-Based designs from IPWireless. -- Upek, Inc. -- an innovative developer of biometric fingerprint solutions, UPEK is using a configurable ARC processor in its successful line of TouchStrip(TM) sensors. The ARC-Based TouchStrip product line is shipping to ODMs and OEMs globally in applications such as laptop computers, mobile phones and flash drives. Bringing Configurability to Asia Asia represents one of the fastest growing semiconductor markets. Increasing our penetration of this region is key to ARC's overall growth strategy, and during 2005 we made significant progress toward achieving this goal. In the past twelve months, ARC took a number of steps to establish demand for its configurable cores and subsystems throughout Japan, Korea and Taiwan. As a result, revenue from Asia was higher than any point in the company's history. Companies that helped ARC bring its patented configurable products to Asia in 2005 included: -- Global Unichip Corporation (GUC) -- a full-service SoC design company based in Taiwan, GUC announced a partnership with ARC that will speed time to market for Greater China's increasing number of fabless startup companies. GUC will provide ARC Sound Subsystem licensees a range of services. It will be part of the GUC product library and available to GUC customers, but sold by ARC's sales force. -- Kogent, Inc. -- in an effort designed to expand market share of Japan's consumer electronics industry, ARC signed an agreement with Kogent to help promote ARC's configurable cores and subsystem products to new customers in Japan. Kogent also will serve as the local distributor for ARC's embedded software products. -- Maojet Technology Corporation -- was appointed ARC's third party sales representative for Greater China. Maojet is a leading distributor in Taiwan, and will assist ARC's local sales force with developing strategic relationships with Taiwan's design-services companies and foundries. -- MiSPO -- a leading supplier of operating system technology used in Japanese devices, MiSPO announced that they have ported their product to ARC's configurable architecture. -- Nippon SystemWare Company, Ltd. (NSW) -- one of Japan's leading design services firms, NSW will offer design services for ARC's products and provide software distribution services to ARC's licensees in Japan. NSW extends the reach and appeal of ARC-Based technology with tier-one system OEMs and semiconductor companies throughout Japan. -- Semiconductor Manufacturing International Corporation (SMIC) -- one of the leading semiconductor foundries in the world, SMIC entered into a strategic partnership that will bring the benefits of ARC's patented configurable technology to mainland China. SMIC, the first announced China-based foundry providing services to ARC licensees, will offer one-stop design and manufacturing capabilities for ARC's configurable processor technology. Partnerships with Best-in-Class Companies To help ensure ARC provides more of a total solution to customers without dramatically increasing our research and development costs, ARC is working with industry leaders within the electronic design automation (EDA), embedded software tools and consumer applications industries. Below is a list of some of the third party partners who announced relationships and solutions with ARC during calendar year 2005: -- Cadence Design Systems -- one of the world's largest EDA companies, Cadence signed an agreement with ARC that will increase collaboration between the two companies. Cadence's designers are working closely with ARC's engineering team to simplify the design process for ARC's customers using Cadence tools. -- Corelis Corporation -- a provider of emulation and debugging technologies, Corelis ported their debugger product to ARC's configurable 600 and 700 core families. Now ARC customers have access to industry-leading high speed debug technology, which will assist in the development of "right first time" design with ARC's processors. -- Express Logic, Inc. -- the leader in royalty-free real time operating system (RTOS), Express Logic announced they have ported their operating system to the ARC 700 family of configurable processors. All Express Logic products now support the ARC 600 and ARC 700 core families. -- Fraunhofer Institute -- announced a wide-ranging partnership with ARC that expands Fraunhofer's use of configurable processors. The partnership with ARC will further Fraunhofer's development and commercialization of consumer products based on Digital Video Broadcast Handheld (DVB-H) technology. -- Green Hills Software, Inc. -- a technology leader in embedded software development tools and RTOS, Green Hills announced the next step in an expanding partnership with ARC. Now, enhanced versions of Green Hills' products are available for the ARC 600 and 700 families of configurable processors. -- Sonic Network, Inc. -- is a worldwide provider of audio synthesis technology to the handheld consumer device and musical instrument markets. Sonic Network's Embedded Audio Synthesis (EAS(TM)) technology is now available for the ARC Sound Subsystem. EAS is ideal for designers of high volume mobile devices where low power consumption and a small memory footprint are critical to developing cost-effective applications. -- Tao Group -- using Tao's intent Java(TM) platform, an ARC core achieved the best performance-to-power ratio of any 32-bit processor in the embedded industry. With the ARC/Tao Java solution, designers now can create portable consumer devices that achieve maximum Java efficiency while consuming very low power. MetaWare(TM) Development Toolkit and MQX(R) RTOS The MetaWare Development Toolkit and MQX RTOS -- part of ARC's Embedded Systems Business Unit (ESBU) -- comprised 30% of overall revenue for year 2005. The MetaWare toolkit is available directly from ARC, sold as part of the company's standard license agreements and through our partner Green Hills Software. In the second half of year 2005, the MetaWare toolkit was enhanced to support new features in ARC's family of configurable cores. The MQX RTOS has been powering embedded systems for more than 15 years. Today it is used in key markets such as networking, industrial controls, telecom, instrumentation and aerospace. During the second half of 2005, the MQX RTOS added new capabilities that enable customers to create more feature-rich and optimized ARC-Based chips. Outlook for 2006 There is abundant evidence that configurability is being adopted at a pace that far exceeds the growth of fixed architectures, and that ARC is winning against competitive and legacy processors. As we begin the new financial year, ARC is well positioned for continued growth in our configurable processor core and subsystem businesses. In 2006 management will continue its efforts to improve the company's financial results and deliver configurable products to high-growth embedded markets. We will add to our industry-leading Media Subsystem product portfolio and expand in key global markets. CHIEF FINANCIAL OFFICER'S REVIEW Year ended 31 December 2005 Revenue Total revenue in 2005 was GBP 10.5 million, down 14% over the same period last year (2004: GBP 12.2 million) which includes the effects of the peripheral business disposal. Prior to currency translation, with virtually all sales in US dollars, revenue was down 15% over 2004. License and engineering revenue was GBP 6.1 million (2004: GBP 7.6 million). Maintenance and service revenue was GBP 1.7 million (2004: GBP 1.7 million). Royalties were GBP 2.7 million (2004: GBP 2.9 million). Royalty income in 2005 includes two advance non-refundable payments which represented 41% of the total royalties for the year. Sales in Europe were 28% of total sales, North America 64% and Asia 8%. From a product line perspective, 78% of revenue was from the SoC products and the remaining 22% was from the embedded software products. Within the SoC business, GBP 1.3 million in 2004 revenue was generated by peripheral products that represented the business sold to TransDimension Inc. Removing this revenue from the comparisons, year on year revenue declined in 2005 by 3% in sterling and 4% in US dollars. Costs Cost of revenue was GBP 1.6 million (2004: GBP 1.7 million). Total headcount in the business at 31 December 2005 was 127 employees compared with 131 at 31 December 2004. Research and development costs, net of amounts capitalised, were down 19% to GBP 6.4 million (2004: GBP 8.0 million); sales and marketing costs were down 5% to GBP 4.5 million (2004: GBP 4.7 million), and general and administration costs were down 18% to GBP 3.0 million (2004: GBP 3.7 million). Operating expenses (excluding share based award expense, gain on sale of business disposal, restructuring provision, amortisation of goodwill and depreciation) decreased 13% to GBP 15.6 million (2004: GBP 18.1 million). Total operating expenses decreased 10% to GBP 17.4 million (2004: GBP 19.4 million). Interest Interest income was GBP 1.5 million (2004: GBP 1.4 million). Net loss Net loss was GBP 4.3 million (2004: GBP 5.1 million). Loss per share improved to 3.05p (2004: 3.65p). Net loss of GBP 4.3 million in 2005 includes goodwill impairment of GBP 0.2 million and gain on business disposal of GBP 0.3 million. The gain represents the net cash proceeds received in 2005 for payment of the note due from TransDimension, Inc. Net loss of GBP 5.1 million in 2004 includes goodwill impairment of GBP 0.8 million, a net restructuring provision of GBP 0.6 million and gain on business disposal of GBP 2.6 million. The gain represents the net cash proceeds received in 2004 for payment of the note due from TransDimension, Inc. Cash flow and balance sheet The net cash outflow from operations was GBP 4.3 million (2004: GBP 8.3 million). Capital expenditure was GBP 0.8 million (2004: GBP 0.7 million). The outflow of cash and short-term investment was GBP 1.5 million (2004: GBP 3.2 million). Net assets at 31 December 2005 were GBP 32.8 million (31 December 2004: GBP 35.9 million), including cash and short-term investment of GBP 32.0 million. Dividend No dividend payment will be made for the year ended 31 December 2005. International Financial Reporting Standards These results are in accordance with International Financial Reporting Standards (see note 1, basis of presentation). We restated comparative results in accordance with IFRS accounting policies as set forth in our press release dated 27 July 2005 and titled "Restatement of financial information under International Financial Reporting Standards," containing the impact of the IFRS on the group's financial statements for the six and twelve months ended December 2004. The introduction of IFRS has no impact on the underlying cash flows of the group, but had the most significant impact on the following areas: Employee share-based compensation arrangements, development expenditures, the treatment of goodwill, and classification of lease obligations. See press release dated 27 July 2005 for overview of impact. Consolidated profit and loss account For the year ended 31 December 2005 Year ended Year ended 31 December 31 December 2005 2004 (unaudited) GBP '000 GBP '000 ---------------------------------------------------------------------- Revenue 10,494 12,162 Net operating expenses (note 2) (17,442) (19,448) ---------------------------------------------------------------------- Operating loss (6,948) (7,286) ---------------------------------------------------------------------- Interest receivable 1,530 1,445 Interest payable and similar charges - (5) ---------------------------------------------------------------------- Loss before income tax (5,418) (5,846) ---------------------------------------------------------------------- Tax (expense)/credit 1,077 790 ---------------------------------------------------------------------- Loss for the period (4,341) (5,056) ---------------------------------------------------------------------- Basic and diluted loss per share (pence) (3.05) (3.65) Consolidated balance sheet as at 31 December 2005 31 December 31 December 2005 2004 (unaudited) GBP '000 GBP '000 ---------------------------------------------------------------------- Non current assets Property, plant and equipment 329 423 Goodwill - 195 Intangible assets 1,284 1,688 ---------------------------------------------------------------------- Total non current assets 1,613 2,306 ---------------------------------------------------------------------- Current assets Trade and other receivables 3,679 3,491 Short term investments 10,534 8,700 Cash and cash equivalents 21,476 24,832 ---------------------------------------------------------------------- Total current assets 35,689 37,023 ---------------------------------------------------------------------- Total assets 37,302 39,329 Current liabilities Financial liabilities - 4 Trade and other payables 4,009 2,540 Other liabilities 218 325 Provision (note 5) 77 237 ---------------------------------------------------------------------- Total current liabilities 4,304 3,106 ---------------------------------------------------------------------- Net current assets 31,385 33,917 Total assets less current liabilities 32,998 36,223 ---------------------------------------------------------------------- Provision (note 5) 209 287 ---------------------------------------------------------------------- Total non-current liabilities 209 287 ---------------------------------------------------------------------- Total assets less total liabilities 32,789 35,936 ---------------------------------------------------------------------- Called-up share capital 149 145 Share premium account 2,923 1,674 Exchangeable shares - 643 Capital redemption reserve 162 162 Merger reserve 107 107 Other reserves 60,205 59,767 Retained earnings (30,757) (26,562) ---------------------------------------------------------------------- Total equity (note 4) 32,789 35,936 ---------------------------------------------------------------------- Consolidated cash flow statement For the year ended 31 December 2005 Year ended Year ended 31 December 31 December 2005 2004 (unaudited) GBP '000 GBP '000 ---------------------------------------------------------------------- Cash flows from operating activities Cash used in operations (note 3) (4,330) (8,299) Interest received 1,535 1,414 Interest paid - (5) Taxes paid (83) (117) Tax credit 1,059 1,228 ---------------------------------------------------------------------- Net cash used in operating activities (1,819) (5,779) ---------------------------------------------------------------------- Cash flows from investing activities Purchase of property, plant and equipment (221) (85) Disposal of property, plant and equipment - 8 Purchase of intangible assets (466) (347) Capitalisation of R&D assets (96) (244) (Increase)/decrease in short term investments (1,834) 20,978 Proceeds from sale of business (note 6) 327 3,058 ---------------------------------------------------------------------- Net cash generated/(used) from investing activities (2,290) 23,368 ---------------------------------------------------------------------- Cash flows from financing activities Net proceeds from issue of ordinary share capital 728 197 Finance lease principal payments (4) (54) ---------------------------------------------------------------------- Net cash generated from financing activities 724 143 ---------------------------------------------------------------------- Effects of exchange rate changes 29 24 ---------------------------------------------------------------------- Net increase/(decrease) in cash and cash equivalents (3,356) 17,756 Cash and cash equivalents at beginning of period 24,832 7,076 ---------------------------------------------------------------------- Cash and cash equivalents at end of period 21,476 24,832 ---------------------------------------------------------------------- 1. Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards and IFRIC interpretations endorsed by the European Union (EU) and with those parts of the Companies Act, 1985 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention. A summary of the more important group accounting policies is set out in our press release dated 27 July 2005 and our interim report dated 04 October 2005, together with an explanation of where changes have been made to previous policies on the adoption of new accounting standards in the year. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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 2005 2004 (unaudited) GBP '000 GBP '000 ---------------------------------------------------------------------- Operating expenses Cost of sales (1,638) (1,661) Research and development (6,528) (8,205) less capitalised R&D costs 96 244 Sales and marketing (4,523) (4,744) General and administrative (3,033) (3,697) Share based award expense (431) (419) Depreciation of fixed assets (318) (563) Impairment of goodwill (195) (803) Amortisation of capitalised R&D (182) (131) Amortisation of software and other intangibles (1,017) (1,421) Provision release - 441 Restructuring provision - (1,067) Gain on business disposal (note 6) 327 2,578 ---------------------------------------------------------------------- Net operating expenses (17,442) (19,448) ---------------------------------------------------------------------- 3. Cash used in operations Year ended Year ended 31 December 31 December 2005 2004 (unaudited) GBP '000 GBP '000 ---------------------------------------------------------------------- Net loss (4,341) (5,056) Adjustments for: Gain on business disposal (note 6) (327) (2,578) Interest receivable (1,530) (1,445) Interest payable - 5 Tax expense/(credit) (1,077) (790) Amortisation 1,199 1,552 Depreciation 318 563 Goodwill impairment 195 803 Loss on disposal of property, plant and equipment - 206 Share based award expense 431 419 (Increase) in inventories - (17) (Increase)/decrease in trade and other receivables (56) 177 Increase/(decrease) in payables 1,096 (1,744) (Decrease) in provisions (238) (394) ---------------------------------------------------------------------- Cash used in operations (4,330) (8,299) ---------------------------------------------------------------------- 4. Statement of changes in equity Capital Share Share Exchangeable Merger redemption Group capital premium shares reserve reserve (unaudited) GBP '000 GBP '000 GBP '000 GBP '000 GBP '000 ---------------------------------------------------------------------- At 1 January 2005 as restated 145 1,674 643 107 162 Shares issued 3 607 Exchangeable shares exercised 1 642 (643) Change in value of ESOP reserve Share based award reserve Exchange gain Loss for the period ---------------------------------------------------------------------- At 31 December 2005 149 2,923 - 107 162 ---------------------------------------------------------------------- Cumulative Profit & Other translation loss Group reserves adjustment account Total (unaudited) GBP '000 GBP '000 GBP '000 GBP '000 --------------------------------------------------------------- At 1 January 2005 as restated 59,767 (219) (26,343) 35,936 Shares issued 610 Exchangeable shares exercised - Change in value of ESOP reserve 117 117 Share based award reserve 438 438 Exchange gain 29 29 Loss for the period (4,341) (4,341) --------------------------------------------------------------- At 31 December 2005 60,205 (190) (30,567) 32,789 --------------------------------------------------------------- 5. Provisions Non- Total Current current provision (unaudited) GBP '000s GBP '000s GBP '000s ---------------------------------------------------------------------- At 1 January 2005 237 287 524 Utilised (238) - (238) Reclassified from non-current to current 78 (78) - ---------------------------------------------------------------------- At 31 December 2005 77 209 286 ---------------------------------------------------------------------- The utilisation of the provisions in 2005 relates to onerous lease commitments in Santa Cruz, USA and Elstree, UK. The provision for the Santa Cruz facility has been fully utilised as of December 2005. The balance in provision at 31 December 2005 represents an onerous lease commitment and the associated restoration costs for the Elstree, UK facility. Management anticipates the utilisation of the provision over the next two years. 6. Gain on business disposal On 30 June 2004, the Company completed an agreement to sell the peripherals business and certain associated assets and liabilities to TransDimension, Inc ("TDI") for a purchase price of GBP 3.6 million ($6.65 million). Net cash consideration of GBP 3.1 million ($5.6 million) was received in 2004. In addition, GBP 184k of deferred profit in respect of deferred revenue was recognised in the second half of 2004. The remainder of the consideration was in the form of a promissory note for $650k payable on 15 June 2005. On 16 June 2005, the Company received a payment in the amount of GBP 108k ($195k) from TDI. TDI made claims against the remaining balance due. The Company disputed the assertions and a settlement agreement was reached in 2H 2005. On 30 September 2005, the Company accepted a payment of GBP 219k ($392k) from TDI as payment in full for the remainder of the $650k promissory note. 7. Subsequent Event The Company initiated a reduction in employees in January 2006. Staffing will be reduced by approximately 7%, with a total cost impact estimated at GBP 200k in 2006. About ARC International plc ARC International is the world leader in low-power, high-performance 32-bit configurable CPU/DSP processor cores, subsystems, real-time operating systems and development tools for embedded system design. ARC's patented configurable CPU technology assists customers in the development of next generation digital media, consumer and communications devices, resulting in lower cost, higher performance SoC products. ARC International maintains a worldwide presence with corporate offices in San Jose, California, USA and Elstree, UK. The company has research and development offices located in England and the United States. For more information please visit the ARC website at: www.ARC.com. ARC International is listed on the London Stock Exchange as ARC International plc (LSE:ARK). ARC, ARC-Based, MQX, MetaWare 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 press release may contain certain "forward-looking statements" that involve risks and uncertainties. For factors that could cause actual results to differ, visit the company's Website as well as the listing particulars filed with the United Kingdom Listing Authority and the Registrar of Companies in England and Wales. CONTACT: ARC International Lee Garvin Flanagin, 408-437-3433 (Media) or Tulchan Communications Julie Foster and Tim Lynch, +44 20 7353 4200 (Investors)
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