TIDMCML

RNS Number : 1909T

CML Microsystems PLC

23 November 2021

23 November 2021

CML Microsystems Plc

("CML", the "Company" or the "Group")

Half Year Results

CML Microsystems Plc (the "Group" or the "Company"), which develops mixed-signal, RF and microwave semiconductors for global communications markets, today announces its unaudited results for the six months ended 30 September 2021.

Financial Highlights

 
 --   Revenue increased by 30% to GBP8.00m (H1 FY21: GBP6.14m) 
 --   Profit before taxation improved to GBP1.0m (H1 FY21: 
       loss of GBP0.3m) 
 --   Adjusted EBITDA up 43% to GBP2.12m (H1 FY21: GBP1.48m) 
 --   Diluted EPS significantly improved to 4.87p (H1 FY21: 
       loss of 1.67p) 
 --   Cash balances at period end of GBP22.59m (31 March 2021: 
       net cash of GBP31.91m) following a special dividend payment 
       totalling GBP8.30m to shareholders in August 2021 
 --   Recommended half year dividend of 4.0p per share (H1 
       FY21: 2.0p per share) 
 

Operational Highlights

 
 --   Recovery in existing markets, driving growth 
 --   New product releases show early signs of success 
 --   Expanded product range targeting an increasing total 
       addressable market 
 --   Record order book at period end 
 --   Significant R&D investment 
 --   Completed move from standard segment of Main Market to 
       AIM 
 

Chris Gurry, Managing Director of CML Microsystems Plc, commented on the results:

"The foundations for expansion laid during previous years, coupled with the energy and enthusiasm to succeed within the business, is starting to deliver tangible results at the financial level. The Board remains confident that continuing progress will be made through the second half of the year, delivering a very positive outcome for the financial year as a whole."

 
CML Microsystems Plc                   www.cmlmicroplc.com 
 Chris Gurry, Group Managing Director   Tel: +44(0)1621 875 500 
 Nigel Clark, Executive Chairman 
Shore Capital                          Tel: +44(0)20 7408 4090 
 Toby Gibbs 
 James Thomas 
 John More 
SP Angel Corporate Finance LLP         Tel: +44(0)203 463 2260 
 Jeff Keating 
Alma PR 
 Josh Royston                            Tel: +44 (0)20 3405 0212 
 Caroline Forde 
 Andy Bryant 
 Matthew Young 
 

About CML Microsystems Plc

CML develops mixed-signal, RF and microwave semiconductors for global communications markets. The Group utilises a combination of outsourced manufacturing and in-house testing with trading operations in the UK, Asia and USA. CML targets sub-segments within Communication markets with strong growth profiles and high barriers to entry. It has secured a diverse, blue chip customer base, including some of the world's leading commercial and industrial product manufacturers.

The spread of its customers and diversity of the product range largely protects the business from the cyclicality usually associated with the semiconductor industry. Growth in its end markets is being driven by factors such as the appetite for data to be transmitted faster and more securely, the upgrading of telecoms infrastructure around the world and the growing prevalence of private commercial wireless networks for voice and/or data communications linked to the industrial internet of things (IIoT).

The Group is cash-generative, has no debt and is dividend paying.

Chairman's statement

Introduction

CML has enjoyed a strong start to the year. In my Annual Report back in June 2021, I highlighted that I had never before experienced a year with more challenges and opportunities. Whilst many of those challenges remain, it is particularly pleasing to see recovery in the end-markets that were most impacted by the pandemic. The improved trading witnessed in the second half of last year has continued and gathered pace. This is a testament to the Group's multi-year strategic focus on R&D, acting as a partner to our global customer base, creating the products that help them achieve success.

Results and trading

The previously reported figures for the prior year first half included contributions from the Storage Division which was part of the Group throughout the first half of the last financial year (before being sold in February for $49m). For this set of results, we have restated the figures, in line with reporting requirements, but do believe this provides shareholders with a more meaningful picture of the Group's performance. The Communications Division is today the sole operational focus of CML.

The financial performance for the six months to 30 September 2021 is ahead of management's expectations. Revenue for the six months increased by 30% to GBP8.00m compared to the prior year (H1 FY21: GBP6.14m). Profit before taxation improved to GBP1.0m (H1 FY21: loss GBP0.3m), with adjusted EBITDA improving by 43% to GBP2.12m (H1 FY21: GBP1.48m) and diluted EPS showed a dramatic improvement to 4.87p (H1 FY21: loss of 1.67p). Cash balances at the period end stood at GBP22.59m (31 March 2021: net cash of GBP31.91m) following a special dividend payment totalling GBP8.30m to shareholders in August 2021 after completion of the sale of the Storage Division. The Group has no debt.

The Board is recommending a half year dividend of 4.0p per share (H1 FY21: 2.0p per share), payable on 17 December 2021 to shareholders on the Register on 3 December 2021.

Move to AIM

In September this year, CML completed its move from the standard segment of the Main Market to the AIM Market of the London Stock Exchange ("AIM"). As highlighted above, the Company enjoys very healthy cash balances and remains debt free. In addition, it has considerable value in a number of non-operational assets that the Board is continually evaluating to enable maximum shareholder value to be delivered. A number of opportunities are currently being actively explored and are at various stages of progression. The Group's addressable market stands at over $1bn annually and alongside our organic growth strategy, which is our core focus, our balance sheet strength gives us the opportunity to seek and consider acquisitions which could help us further our strategic objectives. The move to AIM provides us with greater flexibility to take advantage of any opportunities as and when they are identified.

Employees

The improvement in our trading performance is undoubtedly a reflection of the sheer hard work and determination shown by our highly talented workforce. They have continued to tackle each challenge with vigour and enthusiasm and on behalf of the Board. I offer them my sincere thanks.

Prospects and outlook

With a record order book, a growing product range targeting an increasing total addressable market and a strong balance sheet affording us strategic flexibility, the future for CML has never been brighter. We must remain conscious of the fact that many of the challenges which have been present over recent years are still active and could affect our customers' purchasing decisions in the short term. However, we are confident in both the long-term performance of the business and in meeting this year's expectations.

Nigel Clark

Executive Chairman

23 November 2021

Operational and financial review

Introduction

It is pleasing to report that the positive momentum seen within the business through the second half of the prior financial year has continued through the opening six-months of the current year, with a healthy trading improvement being recorded.

Revenues are ahead of management expectations at the halfway stage, with the associated benefits of operational leverage flowing through. New order intake has been strong, assisted by improving end market conditions and increased demand linked to customer concerns around supply chain constraints within the semiconductor market generally. Alongside the revenue growth achieved, the Group's order book at 30 September 2021 was once again at a record level, with scheduled delivery visibility extending into the next financial year.

The progress demonstrated within these interim results follows a multi-year period of enduring headwinds. During this time, the Group has invested heavily in research and development activities targeted at products and application areas that are expected to drive growth over the coming years. The business optimisation that took place prior to this year commencing, coupled with the enhanced strategy now being followed, positions the Group well to take advantage of the increasing number of opportunities being presented.

Strategy

The Group's vision is to be the first-choice semiconductor partner to technology innovators, together transforming how the world communicates.

We are focused on our customers' success by delivering advantages through the improved functionality and performance of class leading IC solutions. R&D activity is targeted at developing the product portfolio to support emerging and evolving customer requirements for size, cost and performance, whilst striving to remain our customer's first choice supplier within their advanced communication platforms.

In today's world, 'connected everything' is propelling exponential increases in data consumption - driving growth across wireless communications markets globally. We are expanding our total addressable market having enlarged our market emphasis to include applications within the so-called mega trend areas of Industrial Internet of Things ("IIoT"), 5G and Industry 4.0. This complements the existing markets of public safety, maritime and mission critical wireless voice and data communications, leveraging our systems knowledge, engineering capabilities and routes to market.

Markets and operations

For the comparable period, revenues from voice-centric wireless applications were heavily impacted by the COVID-19 crisis, with the situation across a wide range of data-centric IIoT customers somewhat mixed. More recently, we communicated that customer and market intelligence suggested conditions for voice applications were expected to improve as the year progressed and it is pleasing to report that has proven to be the case.

The order intake from wireless voice product manufacturers has grown, with a significant recovery seen amongst the leading customers. Equally pleasing was the progress from data-centric customers, who are producing proprietary wireless communications equipment for a wide range of industrial and mission critical applications including oil, gas, utilities, transport, telecom, enterprise, precision farming, land surveying, environmental monitoring and military applications areas.

The order intake situation is multidimensional. As a complement to the improving market conditions, which was the main driver, growth was assisted by new design-wins moving to the production phase along with increased order receipts associated with customer concerns over semiconductor part availability. Conversely, there is evidence of ordering restraint where customers cannot secure deliveries of more generic parts needed within their end products, such as microprocessors, from other semiconductor suppliers.

The semiconductor market is being hindered by well documented supply chain issues and the Group has not been immune from associated raw material delays and extended lead times from third-party assembly services providers. We continue to hold a raised level of inventory to help minimise the impact the global semiconductor supply chain scenario is having. Delays do remain and capacity constraints in the supply chain are expected to continue well into 2022. That said, we have an experienced team monitoring the situation closely and have so far been able to minimise end customer disruptions.

The communications market globally is exhibiting a number of growth areas, including the transition to higher-capacity digital networks within voice-centric markets and, in data-centric markets, the increasing throughput requirements from terrestrial and satellite communications applications. As well as the existing wireless voice and data market areas served, our strategy for widening the product portfolio to address broader application areas is well underway.

Through the first six-months of the financial year, a number of new ICs were released, or priority sampled to market, developed to help accelerate the design of RF products operating across a wide range of radio frequencies including microwave and millimetre wave bands. These new products include fully matched MMIC Power Amplifiers (PAs) along with Positive Gain Slope Amplifiers designed to compensate for frequency related gain losses that occur when designing wide band wireless products. Marketed under the SuRF brand, these new ICs are beginning to achieve design-win status with new customers and it is satisfying to report that first orders have been received from early stage adopters within vehicle tracking and smart grid applications. End-customer shipments are scheduled to commence during the second half of the year.

In addition to the SuRF product range, we continue to actively invest in new platform technology and differentiated wireless/baseband products to gain market share in a combination of existing and new end application areas under the communications umbrella. These new releases build upon prior year investments and product introductions that also serve to increase the number of market opportunities we can address.

The quantity of product introductions emanating from the Group is set to increase significantly as we move forward, and this has necessitated several internal organisational and operational adjustments since the start of the year. It is therefore essential to acknowledge the efforts being expended by the whole team in that regard and its importance towards maximising our chances of success in the future.

The Group is now addressing an annual serviceable market of over $1bn, comprising a number of key growth areas including critical infrastructure (public utilities, smart grid, RFID), 5G (repeaters, small/pico cells, fixed wireless access, distributed antenna systems) and satellite communications (terminals, broadband access). We remain in the early stages of penetrating these new market areas but, based upon customer engagements and resulting feedback, we expect to be successful in securing significant design-wins to fuel our growth. Aside from technical performance and commercial competitiveness, the focus on our customers' success and our inherent partnership capabilities are key factors that bode well for the future of the business.

CML has excellent routes to market and over recent years has invested significant effort in ensuring sales channels globally were appropriate for the direction of travel that the business was taking. Where possible, those channels are being exploited to good effect as the release of new products gathers pace, although the process is one of evolution and refinement, with ongoing adjustments needed. Customer reach has been extended further through a widening of the existing USA distributor agreement with RFMW to become a global partner, along with the addition of several new manufacturers' representatives in the Americas region.

Outlook

The year commenced with the business in a relatively strong position from which to grow. Through the first six-month period, shipments into those application areas most affected by the pandemic during the prior year have begun to recover and, as we move forward, the operational effort being put towards capturing the growth opportunities already identified should start to bear fruit. Clearly headwinds remain, including the pandemic, geo-political uncertainties and ongoing semiconductor capacity issues, however the advancement the Group is making is encouraging.

Our organic growth prospects are exciting and should drive the business forward over the short term, although an appropriate amount of effort is being devoted to exploring the potential for acquisition opportunities that would accelerate delivery of our objectives.

The foundations for expansion laid during previous years, coupled with the energy and enthusiasm to succeed within the business, is starting to deliver tangible results at the financial level. The Board remains confident that continuing progress will be made through the second half of the year, delivering a very positive outcome for the financial year as a whole.

Financial review

Total revenues for the first six-months of the financial year increased by 30% over the comparable prior year period, totalling GBP8.00m (H1 FY21: GBP6.14m). As already explained, several customers active in the Group's voice communication markets have started to recover from the heavy impact of the pandemic. Additionally, data-centric market sectors linked to IIoT and machine-to-machine communications performed strongly.

The higher revenues drove a 29% uplift in gross profitability to GBP6.05m (H1 FY21: GBP4.70m). Gross margin as a percentage was relatively stable but is expected to come under pressure as raw material price increases take effect. To help counteract those pressures, it has been necessary to invoke price increases across the Group's product range.

Geographically, sales were higher in each of the major regions serviced, with the Far East showing the strongest growth in absolute terms. It is noteworthy, however, that a number of the Group's customers make use of Asian manufacturing partners for their production requirements and Group revenues are classified geographically in terms of shipping destination.

Distribution and administration expenses increased to GBP5.59m (H1 FY21: GBP5.26m) and include the costs associated with the move to an AIM listing from the Main Market (GBP0.25m).

Other operating income rose to GBP0.56m (H1 FY21: GBP0.31m) and included a one-off contribution of GBP0.28m from a pandemic related US government loan that was ultimately forgiven (H1 FY21: GBP0m).

Profit from operations was GBP1.01m (H1 FY21: GBP0.30m loss) and, after accounting for share-based payments and net finance income, the Group recorded a profit before tax of GBP1.01m, against a loss of GBP0.30m for the prior year first half.

Taxation was GBP0.20m compared to a slight credit during the comparable period, leading to a diluted earnings per share of 4.87p being recorded (H1 FY21: loss of 1.67p).

Adjusted EBITDA increased by 43% to GBP2.12m (H1 FY21: GBP1.48m).

Inventory levels increased slightly following the previously communicated policy to maintain a higher level of raw material stocks commensurate with current market dynamics. This strategy continues to help reduce the impact our customers feel from ongoing capacity issues within the semiconductor market generally. At 30 September 2021, inventory levels were GBP1.53m (H1 FY21: GBP1.42m).

The Group has no debt and cash balances stood at GBP22.59m at 30 September 2021 (31 March 2021: net cash of GBP31.91m) following payment of a special dividend of GBP8.30m during August 2021. Tight working capital control is being maintained amidst the need to keep inventory levels appropriate.

R&D expenditure for the period was GBP2.27m (H1 FY21: GBP1.99m) reflecting an increase in the number of new products being developed. In addition, and linked to expansion of the product range, capital expenditure rose to GBP0.88m due to necessary investment into additional final test and evaluation equipment capable of handling higher radio frequencies (H1 FY21: GBP0.13m).

Chris Gurry

Group Managing Director

23 November 2021

Condensed consolidated income statement

for the six months ended 30 September 2021

 
 
                                                      Unaudited     Unaudited    Audited 
                                                       6 months      6 months    year end 
                                                       end           end         31/03/21 
                                                       30/09/21      30/09/20    GBP'000 
                                                       GBP'000       Restated 
                                                                     GBP'000 
---------------------------------------------------  ------------  -----------  ---------- 
 
 
 Continuing operations 
 Revenue                                              8,001         6,138        12,470 
 Cost of sales                                        (1,951)       (1,435)      (3,197) 
---------------------------------------------------  ------------  -----------  ---------- 
 Gross profit                                         6,050         4,703        9,273 
 Distribution and administration costs                (5,593)       (5,263)      (10,567) 
---------------------------------------------------  ------------  -----------  ---------- 
                                                      457           (560)        (1,294) 
 Other operating income                               555           314          830 
---------------------------------------------------  ------------  -----------  ---------- 
 Profit/(loss) from operations                        1,012         (246)        (464) 
 Share-based payments                                 (45)          (80)         (143) 
---------------------------------------------------  ------------  -----------  ---------- 
 Profit/(loss) after share-based payments             967           (326)        (607) 
 Revaluation of investment properties                 -             -            579 
 Finance income                                       57            40           75 
 Finance expense                                      (13)          (18)         (37) 
---------------------------------------------------  ------------  -----------  ---------- 
 Profit / (loss) before taxation                      1,011         (304)        10 
 Income tax (charge)/credit                           (202)         26           792 
---------------------------------------------------  ------------  -----------  ---------- 
 Profit/(loss) from continuing operations             809           (278)        802 
 Profit from discontinued operation                   -             1,069        22,762 
---------------------------------------------------  ------------  -----------  ---------- 
 Profit after taxation for period 
  attributable to equity owners of 
  the parent                                          809           791          23,564 
---------------------------------------------------  ------------  -----------  ---------- 
 The condensed consolidated income statement has been restated for 
  unaudited six months ended 30 September 2020 for the discontinued 
  operation announced on 10 December 2020, where the Group had entered 
  into a definitive agreement to divest its Storage Division, Hyperstone. 
  See note 13 for further details. 
  Earnings per share from continuing operations attributable 
   to the ordinary 
   equity holders of the Company: 
 Basic earnings per share                             4.87p         (1.67)p      4.81p 
 Diluted earnings per share                           4.80p         (1.67)p      4.79p 
 
 Earnings per share from total operations 
  attributable to the ordinary equity 
  holders of the Company (comparatives 
  include discontinued operations): 
 Basic earnings per share                             4.87p         4.74p        141.13p 
 Diluted earnings per share                           4.80p         4.73p        140.56p 
 
 
 Adjusted EBITDA(1)                                   2,118         1,477        2,731 
                                                     ------------  ----------- 
 
   1.   See note 12 for definition and reconciliation. 

Condensed consolidated statement of total comprehensive income

for the six months ended 30 September 2021

 
 
                                                     Unaudited   Unaudited   Audited 
                                                      6 months    6 months    year end 
                                                      end         end         31/03/21 
                                                      30/09/21    30/09/20    GBP'000 
                                                      GBP'000     Restated 
                                                                  GBP'000 
--------------------------------------------------  ----------  ----------  ---------- 
 
 
 Profit for the period                               809         791         23,564 
 Other comprehensive income/(expense): 
 Items that will not be reclassified subsequently 
  to profit or loss: 
 Re-measurement of benefit obligation                -           -           (897) 
 Deferred tax on actuarial loss                      -           -           170 
--------------------------------------------------  ----------  ----------  ---------- 
 Items reclassified subsequently to profit 
  or loss upon derecognition: 
 Foreign exchange differences                        410         123         (312) 
 Reclassification of foreign exchange differences 
  on discontinued operations                         -           -           (1,100) 
--------------------------------------------------  ----------  ----------  ---------- 
 Other comprehensive income/(expense) for 
  the period net of taxation attributable 
  to the equity holders of the parent                410         123         (2,139) 
--------------------------------------------------  ----------  ----------  ---------- 
 Total comprehensive income for the period 
  attributable to the equity holders of the 
  parent                                             1,219       914         21,425 
 
 
 Total comprehensive income for the year 
  attributable to the equity owners of the 
  parent: 
 Continuing operations                        1,219   (155)   (237) 
 Discontinued operations                      -       1,069   21,662 
-------------------------------------------  ------  ------  ------- 
                                              1,219   914     21,425 
-------------------------------------------  ------  ------  ------- 
 

Condensed consolidated statement of financial position

as at 30 September 2021

 
 
                                                Unaudited   Unaudited   Audited 
                                                 30/09/21    30/09/20    31/03/21 
                                                 GBP'000     GBP'000     GBP'000 
---------------------------------------------  ----------  ----------  ---------- 
 
 Assets 
 Non-current assets 
 Goodwill                                       7,282       10,735      7,072 
 Other intangible assets                        1,198       1,679       1,276 
 Development costs                              10,727      17,999      9,191 
 Property, plant and equipment                  5,576       4,903       4,864 
 Right-of-use assets                            524         779         409 
 Investment properties                          3,775       3,192       3,775 
 Investment                                     -           83          - 
 Deferred tax assets                            1,822       1,188       1,531 
---------------------------------------------  ----------  ----------  ---------- 
                                                30,904      40,558      28,118 
---------------------------------------------  ----------  ----------  ---------- 
 Current assets 
 Inventories                                    1,532       2,768       1,450 
 Trade receivables and prepayments              2,433       5,043       2,434 
 Current tax assets                             1,479       787         1,046 
 Cash and cash equivalents                      22,587      9,014       32,196 
---------------------------------------------  ----------  ----------  ---------- 
                                                28,031      17,612      37,126 
---------------------------------------------  ----------  ----------  ---------- 
 Total assets                                   58,935      58,170      65,244 
---------------------------------------------  ----------  ----------  ---------- 
 Liabilities 
 Current liabilities 
 Bank loans and borrowings                      -           1,661       282 
 Trade and other payables                       3,122       4,277       3,081 
 Lease liabilities                              174         333         183 
 Current tax liabilities                        42          224         80 
---------------------------------------------  ----------  ----------  ---------- 
                                                3,338       6,495       3,626 
---------------------------------------------  ----------  ----------  ---------- 
 Non-current liabilities 
 Deferred tax liabilities                       3,207       5,145       2,339 
 Lease liabilities                              220         382         262 
 Retirement benefit obligation                  5,570       4,697       5,570 
---------------------------------------------  ----------  ----------  ---------- 
                                                8,997       10,224      8,171 
---------------------------------------------  ----------  ----------  ---------- 
 Total liabilities                              12,335      16,719      11,797 
---------------------------------------------  ----------  ----------  ---------- 
 Net assets                                     46,600      41,451      53,447 
---------------------------------------------  ----------  ----------  ---------- 
 Capital and reserves attributable to equity 
  owners of the parent 
 Share capital                                  863         859         859 
 Share premium                                  1,222       9,286       1,039 
 Capital redemption reserve                     9           9           9 
 Treasury shares - own share reserve            (1,670)     (1,670)     (1,670) 
 Share-based payments reserve                   497         662         570 
 Foreign exchange reserve                       712         1,837       302 
 Retained earnings                              44,967      30,468      52,338 
---------------------------------------------  ----------  ----------  ---------- 
 Total shareholders' equity                     46,600      41,451      53,447 
 

Condensed consolidated cash flow statement

for the six months ended 30 September 2021

 
                                                     Unaudited   Unaudited   Audited 
                                                      6 months    6 months    year end 
                                                      end         end         31/03/21 
                                                      30/09/21    30/09/20    GBP'000 
                                                      GBP'000     Restated 
                                                                  GBP'000 
--------------------------------------------------  ----------  ----------  ---------- 
 Operating activities 
 Profit/(loss) for the period before taxation 
  - continuing operations                            1,011       (304)       10 
 Profit for the period before taxation - 
  discontinued operations                            -           1,075       22,762 
 Adjustments for: 
 Depreciation - on property, plant and equipment     171         192         370 
 Depreciation - on right-of-use assets               126         263         438 
 Impairment of development costs                     -           -           701 
 Amortisation of development costs                   673         2,988       3,789 
 Amortisation of intangibles recognised 
  on acquisition and purchased                       136         117         212 
 Loss/(profit) on disposal of property, 
  plant and equipment                                -           -           16 
 Revaluation of investment properties                -           -           (579) 
 Gain on disposal of discontinued operations         -           -           (21,740) 
 Movement in non-cash items (retirement 
  benefit obligation and non-refundable PPP 
  loan)                                               (190)      90          201 
 Share-based payments                                45          80          143 
 Finance income                                      (57)        (40)        (75) 
 Finance expense                                     13          18          37 
 Movement in working capital                         (560)       695         1,388 
--------------------------------------------------  ----------  ----------  ---------- 
 Cash flows from operating activities                1,368       5,174       7,673 
 Income tax (paid)/received                          (118)       509         494 
--------------------------------------------------  ----------  ----------  ---------- 
 Net cash flows from operating activities            1,250       5,683       8,167 
--------------------------------------------------  ----------  ----------  ---------- 
 Investing activities 
 Disposal of business (net of expenses)              -           -           33,261 
 Acquisition of subsidiary, net of cash 
  acquired                                           -           (100)       (100) 
 Purchase of property, plant and equipment           (882)       (127)       (390) 
 Investment in development costs                     (2,161)     (3,834)     (7,270) 
 Investment in intangibles                           -           25          25 
 Finance income                                      57          40          75 
 Net cash flows used in investing activities         (2,986)     (3,996)     25,601 
--------------------------------------------------  ----------  ----------  ---------- 
 Financing activities 
 Lease liability repayments                          (142)       (302)       (556) 
 Proceeds from bank loans and borrowings             -           1,661       282 
 Issue of ordinary shares (net of expenses)          186         -           29 
 Purchase of own shares for treasury                 -           (1,590)     (1,590) 
 Dividends paid to shareholders                      (8,298)     (343)       (674) 
 Share capital redemption                            -           -           (8,276) 
 Finance expense                                     3           (16)        (15) 
--------------------------------------------------  ----------  ----------  ---------- 
 Net cash flows used in financing activities         (8,251)     (590)       (10,800) 
--------------------------------------------------  ----------  ----------  ---------- 
 Increase/(decrease) in cash and cash equivalents    (9,987)     1,097       22,968 
--------------------------------------------------  ----------  ----------  ---------- 
 Movement in cash and cash equivalents: 
 At start of period/year                             32,196      8,479       8,479 
 Increase/(decrease) in cash and cash equivalents    (9,987)     1,097       22,968 
 Effects of exchange rate changes                    378         (562)       749 
--------------------------------------------------  ----------  ----------  ---------- 
 At end of period                                    22,587      9,014       32,196 
 

Cash flows presented exclude sales taxes. Further cash-related disclosure details are provided in notes 6 and 7.

Changes in liabilities arising from financing activities relate to lease liabilities and borrowings only.

Condensed consolidated statement of changes in equity

for the six months ended 30 September 2021

 
 Unaudited                Share      Share      Capital       Treasury   Share-      Foreign     Retained    Total 
                           capital    premium    redemption    shares     based       exchange    earnings    GBP'000 
                           GBP'000    GBP'000    reserve       GBP'000    payments    reserve     GBP'000 
                                                 GBP'000                  GBP'000     GBP'000 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 At 31 March 
  2020                    859        9,286      9             (80)       582         1,714       30,020      42,390 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 Profit for period                                                                               791         791 
 Other comprehensive 
  income net of 
  taxes 
 Foreign exchange 
  differences                                                                        123                     123 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 Total comprehensive 
  income for the 
  period                  -          -          -             -          -           123         791         914 
 Transactions 
  with owners 
  in their capacity 
  as owners 
 Dividend paid                                                                                   (343)       (343) 
 Use of own shares 
  for treasury                                                (1,590)                                        (1,590) 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 Total of transactions 
  with owners 
  in their capacity 
  as owners               -          -          -             (1,590)    -           -           (343)       (1,933) 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 Share-based 
  payment charge                                                         80                                  80 
 At 30 September 
  2020                    859        9,286      9             (1,670)    662         1,837       30,468      41,451 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 Profit for period                                                                               22,773      22,773 
 Other comprehensive 
  income net of 
  taxes 
 Foreign exchange 
  differences                                                                        (435)                   (435) 
 Reclassification 
  of foreign exchange 
  differences 
  on discontinued 
  operations                                                                         (1,100)                 (1,100) 
 Re-measurement 
  of defined benefit 
  obligations                                                                                    (897)       (897) 
 Deferred tax 
  on actuarial 
  loss                                                                                           170         170 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 Total comprehensive 
  income for the 
  period                   -          -          -             -          -          (1,535)     (727)       (2,262) 
 Transactions 
  with owners 
  in their capacity 
  as owners 
 Issue of ordinary 
  shares - exercise 
  of share options                   29                                                                      29 
 Share capital 
  redemption                         (8,276)                                                                 (8,276) 
 Dividend paid                                                                                   (331)       (331) 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 Total of transactions 
  with owners 
  in their capacity 
  as owners               -          (8,247)     -             -          -           -          (331)       (8,578) 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 Share-based 
  payment charge                                                         63                                  63 
 Cancellation/transfer 
  of share-based 
  payments                                                               (155)                   155         - 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 At 31 March 
  2021                    859        1,039      9             (1,670)    570         302         52,338      53,447 
 
 
 Unaudited                Share      Share      Capital       Treasury   Share-      Foreign     Retained    Total 
                           capital    premium    redemption    shares     based       exchange    earnings    GBP'000 
                           GBP'000    GBP'000    reserve       GBP'000    payments    reserve     GBP'000 
                                                 GBP'000                  GBP'000     GBP'000 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 At 31 March 
  2021                    859        1,039      9             (1,670)    570         302         52,338      53,447 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 Profit for period                                                                               809         809 
 Other comprehensive 
  income net of 
  taxes 
 Foreign exchange 
  differences                                                                        410                     410 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 Total comprehensive 
  income for the 
  period                  -          -          -             -          -           410         809         1,219 
 Transactions 
  with owners 
  in their capacity 
  as owners 
 Issue of ordinary 
  shares - exercise 
  of share options        4          183                                                                     187 
 Dividend paid                                                                                   (8,298)     (8,298) 
 Total of transactions 
  with owners 
  in their capacity 
  as owners               4          183        -             -          -           -           (8,298)     (8,111) 
 Share-based 
  payments                                                               45                                  45 
 Cancellation/transfer 
  of share-based 
  payments                                                               (118)                   118         - 
-----------------------  ---------  ---------  ------------  ---------  ----------  ----------  ----------  --------- 
 At 30 September 
  2021                    863        1,222      9             (1,670)    497         712         44,967      46,600 
 

Notes to the condensed consolidated financial statement

for the six months ended 30 September 2021

1 Segmental analysis

Reported segments and their results, in accordance with IFRS 8, are based on internal management reporting information that is regularly reviewed by the Chief Operating Decision Maker (Chris Gurry). The measurement policies the Group uses for segmental reporting under IFRS 8 are the same as those used in its financial statements.

The Group is focused for management purposes on one primary reporting segment, being the semiconductor segment, with similar economic characteristics, risks and returns and the Directors therefore consider there to be one single segment, being semiconductor components for the communications industry.

Geographical segments (by origin)

 
 Unaudited                          UK         Rest         Americas   Far East   Total 
                                     GBP'000    of Europe    GBP'000    GBP'000    GBP'000 
                                                GBP'000 
---------------------------------  ---------  -----------  ---------  ---------  --------- 
 Six months ended 30 September 
  2021 
 Revenue to third parties 
  - by origin                       1,837      -            916        5,248      8,001 
 Property, plant and equipment      5,475      -            17         84         5,576 
 Right-of-use assets                100        -            226        198        524 
 Investment properties              3,775      -            -          -          3,775 
 Development costs                  9,175      -            -          1,552      10,727 
 Intangible assets - software 
  and 
 intellectual property              254        -            -          98         352 
 Goodwill                           1,531      -            -          5,751      7,282 
 Other intangible assets arising 
  on acquisition                    197        -            -          649        846 
 Total assets                       46,109     -            1,606      11,220     58,935 
 
 
 Unaudited                          UK         Rest         Americas   Far East   Total 
                                     GBP'000    of Europe    GBP'000    GBP'000    GBP'000 
                                                GBP'000 
---------------------------------  ---------  -----------  ---------  ---------  --------- 
 Six months ended 30 September 
  2020 
 Revenue to third parties 
  - by origin                       3,100      -            829        2,209      6,138 
 Property, plant and equipment      4,662      175          -          66         4,903 
 Right-of-use assets                108        174          357        140        779 
 Investment properties              3,192      -            -          -          3,192 
 Development costs                  6,629      10,298       -          1,072      17,999 
 Intangible assets - software 
  and 
 intellectual property              550        -            -          -          550 
 Goodwill                           1,531      3,512        -          5,692      10,735 
 Other intangible assets arising 
  on acquisition                    -          -            -          1,129      1,129 
 Total assets                       24,443     17,831       2,127      13,769     58,170 
 
 
 Audited                            UK         Rest         Americas   Far East   Total 
                                     GBP'000    of Europe    GBP'000    GBP'000    GBP'000 
                                                GBP'000 
---------------------------------  ---------  -----------  ---------  ---------  --------- 
 Year ended 31 March 2021 
 Revenue to third parties 
  - by origin                       5,867      -            1,624      4,979      12,470 
 Property, plant and equipment      4,753      -            22         89         4,864 
 Right-of-use assets                90         -            255        64         409 
 Investment properties              3,775      -            -          -          3,775 
 Development costs                  7,942      -            -          1,249      9,191 
 Intangible assets - software 
  and intellectual property         264        -            -          101        365 
 Goodwill                           1,531      -            -          5,541      7,072 
 Other intangible assets arising 
  on acquisition                    210        -            -          701        911 
 Total assets                       52,228     -            2,467      10,549     65,244 
 

Revenue

The geographical classification of business turnover (by destination) is as follows:

 
             Unaudited   Unaudited   Audited 
              6 months    6 months    year end 
              end         end         31/03/21 
              30/09/21    30/09/20    GBP'000 
              GBP'000     Restated 
                          GBP'000 
----------  ----------  ----------  ---------- 
 Europe      1,927       1,259       2,996 
 Far East    4,837       3,718       7,005 
 Americas    986         926         2,000 
 Other       251         235         469 
----------  ----------  ----------  ---------- 
             8,001       6,138       12,470 
 

The operational classification of business turnover (by market) is as follows:

 
                           Unaudited   Unaudited   Audited 
                            6 months    6 months    year end 
                            end         end         31/03/21 
                            30/09/21    30/09/20    GBP'000 
                            GBP'000     Restated 
                                        GBP'000 
------------------------  ----------  ----------  ---------- 
 Semiconductor             7,652       5,694       11,622 
 Design and development    349         444         848 
------------------------  ----------  ----------  ---------- 
                           8,001       6,138       12,470 
 

Semiconductor products, goods and services are transferred at a point in time, design and development over the period of the contract on a percentage basis of contract completion, as detailed in the Group's revenue recognition policy within its published Annual Report.

The Group does not have any contract assets at 30 September 2021 (GBPNil at 31 March 2021) as the Group does not fulfil any of its performance obligations in advance of invoicing to its customer. The Group however does have contractual balances in the form of trade receivables. See note 21 for disclosure of this in the Annual Report and Accounts for year ended 31 March 2021. The Group does not have any contractual liabilities at 30 September 2021 (GBPNil at 31 March 2021).

The Group also does not have any contractual costs capitalised or any outstanding performance obligations at 30 September 2021 and 31 March 2021.

2 Dividend paid and interim dividend

The Board is declaring an interim dividend of 4.0p per ordinary share of 5p for the half year ended 30 September 2021, payable on 17 December 2021 to shareholders on the Register on 3 December 2021.

A final special dividend of 50.0p per ordinary share of 5p was paid on 13 August 2021 and an interim dividend of 2.0p per ordinary share of 5p was paid on 18 December 2020, totalling 52.0p per ordinary share of 5p paid for the year ended 31 March 2021 (2020: 2.0p per ordinary share of 5p paid for the year ended 31 March 2020).

3 Income tax expense/(credit)

 
                                        Unaudited   Unaudited   Audited 
                                         6 months    6 months    year end 
                                         end         end         31/03/21 
                                         30/09/21    30/09/20    GBP'000 
                                         GBP'000     Restated 
                                                     GBP'000 
-------------------------------------  ----------  ----------  ---------- 
 UK income tax credit                   (461)       (495)       (1,126) 
 Overseas income tax charge             89          141         248 
-------------------------------------  ----------  ----------  ---------- 
 Total current tax credit               (372)       (354)       (878) 
 Deferred tax charge                    574         328         86 
-------------------------------------  ----------  ----------  ---------- 
 Reported income tax charge/(credit)    202         (26)        (792) 
 

The Directors consider that tax will be payable at varying rates according to the country of incorporation of its subsidiary undertakings and have provided on that basis.

The tax charge for the six months ended 30 September 2021 has been calculated by applying the effective tax rate which is expected to apply to the Group for the year ended 31 March 2022, using rates substantially enacted by 30 September 2021 as required by IAS 34 - Interim Financial Reporting.

4 Earnings per share

 
                                                       Unaudited   Unaudited   Audited 
                                                        6 months    6 months    year end 
                                                        end         end         31/03/21 
                                                        30/09/21    30/09/20    GBP'000 
                                                        GBP'000     Restated 
                                                                    GBP'000 
----------------------------------------------------  ----------  ----------  ---------- 
 Earnings per share from continuing operations 
  attributable to the ordinary 
  equity holders of the Company: 
 Basic earnings per share                              4.87p       (1.67)p     4.81p 
 Diluted earnings per share                            4.80p       (1.67)p     4.79p 
 
 Earnings per share from total operations 
  attributable to the ordinary equity holders 
  of the Company (comparatives include discontinued 
  operations): 
 Basic earnings per share                              4.87p       4.74p       141.13p 
 Diluted earnings per share                            4.80p       4.73p       140.56p 
 

The calculation of basic and diluted earnings per share is based on the profit attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year, as explained below:

 
                                         Ordinary 5p shares 
                                      ------------------------ 
                                       Weighted     Diluted 
                                        average      number 
                                        number 
------------------------------------  -----------  ----------- 
 Six months ended 30 September 2021    16,608,977   16,855,132 
 Six months ended 30 September 2020    16,692,935   16,718,813 
 Year ended 31 March 2021              16,696,060   16,763,946 
 

5 Investment properties

Investment properties are measured at fair value and are revalued annually by the Directors and in every third year by independent Chartered Surveyors on an open market basis. No depreciation is provided on freehold investment properties or on long leasehold investment properties. In accordance with IAS 40, gains and losses arising on revaluation of investment properties are shown in the income statement. At 31 March 2021 the investment properties were professionally valued by Fenn Wright and Lambert Smith Hampton, Commercial Property Consultants, on an open market basis.

6 Cash and cash equivalents

 
                    Unaudited   Unaudited   Audited 
                     6 months    6 months    year end 
                     end         end         31/03/21 
                     30/09/21    30/09/20    GBP'000 
                     GBP'000     GBP'000 
-----------------  ----------  ----------  ---------- 
 Cash on deposit    16,869      4,183       20,438 
 Cash at bank       5,718       4,831       11,758 
-----------------  ----------  ----------  ---------- 
                    22,587      9,014       32,196 
 

7 Bank loans and borrowings

 
               Unaudited    Unaudited   Audited 
                6 months     6 months    year end 
                end          end         31/03/21 
                30/09/21     30/09/20    GBP'000 
                GBP'000      GBP'000 
------------  -----------  ----------  ---------- 
 Bank loan     -            1,661       - 
 Borrowings    -            -           282 
------------  -----------  ----------  ---------- 
  -                         1,661       282 
 

8 Retirement benefit obligations

The Directors have not obtained an actuarial IAS 19 Employee Benefits report in respect of the defined benefit pension scheme for the purpose of this Half Yearly Report.

9 Principal risks and uncertainties

Key risks of a financial nature

The principal risks and uncertainties facing the Group are with foreign currencies and customer dependency. With the majority of the Group's earnings being linked to the US Dollar, a decline in this currency will have a direct effect on revenue, although since the majority of the cost of sales are also linked to the US Dollar, this risk is reduced at the gross profit line. Additionally, though the Group has a very diverse customer base in certain market sectors, key customers can represent a significant amount of revenue. Key customer relationships are closely monitored, however changes in buying patterns of a key customer could have an adverse effect on the Group's performance.

Key risks of a non-financial nature

The Group is a small player operating in a highly competitive global market that is undergoing continual and geographical change. The Group's ability to respond to many competitive factors including, but not limited to, pricing, technological innovations, product quality, customer service, raw material availabilities, manufacturing capabilities and employment of qualified personnel will be key in the achievement of its objectives. The Group's ultimate success will depend on the demand for its customers' products since the Group is a component supplier.

A substantial proportion of the Group's revenue and earnings are derived from outside the UK and so the Group's ability to achieve its financial objectives could be impacted by risks and uncertainties associated with local legal requirements (including the UK's withdrawal from the European Union, or "Brexit"), political risk, the enforceability of laws and contracts, changes in the tax laws, terrorist activities, natural disasters or health epidemics.

COVID-19

During the pandemic the Group has ensured that its critical infrastructure, resources and activities are organised to provide continuity of our operations which has enabled us to implement a responsive approach to COVID-19 with all non-essential operational employees working from home.

The Group is following the guidance of the World Health Organization and other government health agencies and has implemented a return-to-work strategy which is closely monitored to enable prudent steps to be mitigated in case of further potential impacts to our employees, customers, suppliers and other stakeholders. The Group continues to carry out regular assessments of the modelled scenarios based on management's current understanding of potential income and mitigating actions within the control of management, including reductions in discretionary spend along with tighter internal controls, but no fixed costs reductions have been assumed.

Given the nature of the markets we operate within, we anticipate the majority of our end customers being insulated from a consumer downturn to some extent, although the roll-out of some of the new products may be delayed, dampening demand for our semiconductors. Despite these difficult times, we still maintain the belief that the Group is well placed to move positively forward in the medium to long term. This belief is underpinned by a strong balance sheet and no debt, along with a product portfolio that addresses markets that have a positive outlook.

10 Directors' statement pursuant to the Disclosure and Transparency Rules

The Directors confirm that, to the best of their knowledge:

-- the condensed set of financial statements have been prepared on a consistent basis with the financial statements for the year ended 31 March 2021 and should be read in conjunction with the FY21 Annual Report and Accounts. The annual consolidated financial statements of the Group are prepared in accordance with IFRS and IFRIC pronouncements as adopted by the EU;

-- the condensed set of financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU; and

-- the Chairman's Statement and Group Managing Director's Operational and Financial Review include a fair review of the development and performance of the business and the position of the Company, and the undertakings included in the consolidation taken as a whole together with a description of the principal risks and uncertainties that they face.

The Directors are also responsible for the maintenance and integrity of the CML Microsystems Plc website. Legislation in the UK governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.

11 Basis of preparation

The basis of preparation and accounting policies used in preparation of this Half Year Report have been prepared in accordance with the same accounting policies set out in the year ended 31 March 2021 financial statements.

12 Adjusted EBITDA

Adjusted earnings before interest, tax, depreciation and amortisation ("Adjusted EBITDA") is defined as profit from operations before all interest, tax, depreciation and amortisation charges and before share-based payments. The following is a reconciliation of the Adjusted EBITDA for the three periods presented:

 
                                                   Unaudited   Unaudited   Audited 
                                                    6 months    6 months    year end 
                                                    end         end         31/03/21 
                                                    30/09/21    30/09/20    GBP'000 
                                                    GBP'000     Restated 
                                                                GBP'000 
------------------------------------------------  ----------  ----------  ---------- 
 Profit/(loss) before taxation (earnings)          1,011       (304)       10 
 Adjustments for: 
 Finance income                                    (57)        (40)        (75) 
 Finance expense                                   13          18          37 
 Depreciation                                      171         151         310 
 Depreciation - right-of-use assets                126         138         202 
 Impairment of development costs                   -           -           701 
 Amortisation of development costs                 673         1,317       1,191 
 Amortisation of intangibles of purchased 
  and 
 acquired intangibles recognised on acquisition    136         117         212 
 Share-based payments                              45          80          143 
------------------------------------------------  ----------  ----------  ---------- 
 Adjusted EBITDA                                   2,118       1,477       2,731 
 

13 Disposal of the Storage Division

The Company announced on 5 February 2021 that it had successfully completed the sale of Hyperstone, the Group's Storage Division ("the Disposal"), for US$49m. The Disposal had not been previously reported in the unaudited accounts ended 30 September 2020, these results have been restated to take this into account. In the audited accounts ended 31 March 2021 this was reported as a discontinued operation.

This reflected a deliberate decision made by the Board to refocus exclusively on the global communications market, with all efforts directed at capturing the exciting growth opportunities that it presents.

Financial information relating to the discontinued operation for the period to the date of disposal and unaudited accounts ended 30 September 2020 is set out below.

 
                                            Unaudited       Audited 
                                             6 months end    year 
                                             30/09/20        end 
                                             GBP'000         31/03/21 
                                                             GBP'000 
-----------------------------------------  --------------  ---------- 
 Revenue                                    6,763           9,505 
 Cost of sales                              (2,191)         (3,043) 
-----------------------------------------  --------------  ---------- 
 Gross profit                               4,572           6,462 
 Distribution and administration            (3,478)         (5,396) 
-----------------------------------------  --------------  ---------- 
                                            1,094           1,066 
 Other operating income                     7               8 
-----------------------------------------  --------------  ---------- 
 Profit from operation                      1,101           1,074 
 Finance income                             -               - 
 Finance expenses                           (26)            (42) 
-----------------------------------------  --------------  ---------- 
 Profit before tax                          1,075           1,032 
 Income tax expense                         (6)             (10) 
-----------------------------------------  --------------  ---------- 
 Profit after income tax of discontinued 
  operation                                 1,069           1,022 
 Gain on sale of subsidiary after income 
  tax                                       -               21,740 
-----------------------------------------  --------------  ---------- 
 Profit from discontinued operation         1,069           22,762 
-----------------------------------------  --------------  ---------- 
 

Further information can be found in the Annual Report and Accounts ended 31 March 2021 which can be viewed on the Company website: www.cmlmicroplc.com or obtained from Companies House.

14 Move to the AIM Market of the London Stock Exchange ("AIM")

The Company announced on 25 June 2021 the proposed cancellation of the listing of the Company's ordinary shares of 5p each on the standard segment of the London Stock Exchange's main market for listed securities and its intention to apply for the admission of the ordinary shares to trading on AIM. This was approved at the AGM on 4 August 2021, with the effective date of the Cancellation and Admission taking place on the 3 September 2021. Within the unaudited six months ended 30 September 2021 a cost of GBP248,000 is attributable to this move.

15 General

Other than already stated within the Chairman's Statement and Group Managing Director's Operational and Financial Review, there have been no important events during the first six months of the financial year that have impacted this Half Yearly Report.

There have been no related party transactions or changes in related party transactions described in the latest Annual Report that could have a material effect on the financial position or performance of the Group in the first six months of the financial year.

The principal risks and uncertainties within the business are contained within this report in note 9 above.

This Half Yearly Report does not include all the information and disclosures required in the Annual Report and should be read in conjunction with the consolidated Annual Report for the year ended 31 March 2021.

The financial information contained in this Half Yearly Report has been prepared in accordance with UK adopted International Accounting Standards. This Half Yearly Report does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006. The financial information for the year ended 31 March 2021 is based on the statutory accounts for the financial year ended 31 March 2021 that have been filed with the Registrar of Companies and on which the auditor gave an unqualified audit opinion.

The auditor's report on those accounts did not contain a statement under Section 498(2) or (3) of the Companies Act 2006. This Half Yearly Report has not been audited or reviewed by the Group auditor.

A copy of this Half Yearly Report can be viewed on the Company website: https://www.cmlmicroplc.com .

16 Approvals

The Directors approved this Half Yearly Report on 23 November 2021.

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IR GZMZMLZKGMZM

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