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REG - CML Microsystems PLC - Half Year Results

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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 £8.00m (H1 FY21: £6.14m)
 ·   Profit before taxation improved to £1.0m (H1 FY21: loss of £0.3m)
 ·   Adjusted EBITDA up 43% to £2.12m (H1 FY21: £1.48m)
 ·   Diluted EPS significantly improved to 4.87p (H1 FY21: loss of 1.67p)
 ·   Cash balances at period end of £22.59m (31 March 2021: net cash of £31.91m)
     following a special dividend payment totalling £8.30m 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 (http://www.cmlmicroplc.com/)

Tel: +44(0)1621 875 500
 Chris Gurry, Group Managing Director

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
£8.00m compared to the prior year (H1 FY21: £6.14m). Profit before taxation
improved to £1.0m (H1 FY21: loss £0.3m), with adjusted EBITDA improving by
43% to £2.12m (H1 FY21: £1.48m) and diluted EPS showed a dramatic
improvement to 4.87p (H1 FY21: loss of 1.67p). Cash balances at the period end
stood at £22.59m (31 March 2021: net cash of £31.91m) following a special
dividend payment totalling £8.30m 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 £8.00m (H1 FY21: £6.14m).
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 £6.05m (H1
FY21: £4.70m). 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 £5.59m (H1 FY21:
£5.26m) and include the costs associated with the move to an AIM listing from
the Main Market (£0.25m).

Other operating income rose to £0.56m (H1 FY21: £0.31m) and included a
one-off contribution of £0.28m from a pandemic related US government loan
that was ultimately forgiven (H1 FY21: £0m).

Profit from operations was £1.01m (H1 FY21: £0.30m loss) and, after
accounting for share-based payments and net finance income, the Group recorded
a profit before tax of £1.01m, against a loss of £0.30m for the prior year
first half.

Taxation was £0.20m 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 £2.12m (H1 FY21: £1.48m).

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 £1.53m (H1 FY21:
£1.42m).

The Group has no debt and cash balances stood at £22.59m at 30 September 2021
(31 March 2021: net cash of £31.91m) following payment of a special dividend
of £8.30m 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 £2.27m (H1 FY21: £1.99m) 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 £0.88m
due to necessary investment into additional final test and evaluation
equipment capable of handling higher radio frequencies (H1 FY21: £0.13m).

 

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 end                6 months end                year end

                                                                               30/09/21                    30/09/20                    31/03/21

                                                                               £'000                       Restated                    £'000

                                                                                                           £'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 end   6 months end   year end

                                                                               30/09/21       30/09/20       31/03/21

                                                                               £'000          Restated       £'000

                                                                                              £'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           410            123            (2,139)
 attributable to the equity holders of the parent
 Total comprehensive income for the period attributable to the equity holders  1,219          914            21,425
 of the parent

 

 

 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

                                                                   £'000      £'000      £'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 end   6 months end   year end

                                                                               30/09/21       30/09/20       31/03/21

                                                                               £'000          Restated       £'000

                                                                                              £'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                 90             201
 PPP loan)

                                                                               (190)
 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 earnings  Total

                                                                              capital   premium   redemption   shares    based      exchange   £'000              £'000

                                                                              £'000     £'000     reserve      £'000     payments   reserve

                                                                                                  £'000                  £'000      £'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 earnings  Total

                                                                capital   premium   redemption   shares    based      exchange   £'000              £'000

                                                                £'000     £'000     reserve      £'000     payments   reserve

                                                                                    £'000                  £'000      £'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

                                                 £'000    of Europe   £'000     £'000     £'000

                                                          £'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

                                                 £'000    of Europe   £'000     £'000     £'000

                                                          £'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

                                                         £'000    of Europe   £'000     £'000     £'000

                                                                  £'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 end   6 months end   year end

           30/09/21       30/09/20       31/03/21

           £'000          Restated       £'000

                          £'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 end   6 months end   year end

                         30/09/21       30/09/20       31/03/21

                         £'000          Restated       £'000

                                        £'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 (£Nil 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 (£Nil 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 end   6 months end   year end

                                      30/09/21       30/09/20       31/03/21

                                      £'000          Restated       £'000

                                                     £'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 end   6 months end   year end

                                                                               30/09/21       30/09/20       31/03/21

                                                                               £'000          Restated       £'000

                                                                                              £'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 average  Diluted

                                     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 end   6 months end   year end

                  30/09/21       30/09/20       31/03/21

                  £'000          £'000          £'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 end   6 months end   year end

             30/09/21       30/09/20       31/03/21

             £'000          £'000          £'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 end   6 months end   year end

                                                 30/09/21       30/09/20       31/03/21

                                                 £'000          Restated       £'000

                                                                £'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 end

                                                    30/09/20       31/03/21

                                                    £'000          £'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
(http://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 £248,000 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 (https://www.cmlmicroplc.com) .

16 Approvals

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

 

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