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Report of foreign issuer [Rules 13a-16 and 15d-16]

STYLE="font: 10pt Times New Roman, Times, Serif">

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Commission File Number: 000-29644

ARM HOLDINGS PLC

(Translation of registrant’s name into English)

110 Fulbourn Road

Cambridge CB1 9NJ

England

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F X Form 40-F _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ________

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes X No 40-F _____

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

ARM HOLDINGS PLC

INDEX TO EXHIBITS

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 21, 2015

Item 1

ARM HOLDINGS PLC REPORTS RESULTS FOR THE THIRD QUARTER AND NINE MONTHS ENDED 30 SEPTEMBER 2015

A conference call discussing these results will be audiocast today at 09:30 BST at www.arm.com/ir

CAMBRIDGE, UK, 21 October 2015 —ARM Holdings plc announces its unaudited financial results for the third quarter and nine months ended 30 September 2015.

Q3 Financial Highlights

Progress on key growth drivers in Q3

Outlook

ARM enters the final quarter of 2015 with strong royalty momentum, as indicated by industry and customer data, and a healthy licensing pipeline. We expect group dollar revenues for the full-year to be in-line with market expectations.

Simon Segars, Chief Executive Officer, said:

Q3 has been another strong quarter for royalty revenue growth, driven by premium chip pricing and elevated royalty percentages from recently introduced ARMv8-A based chips. These new chips are now shipping in a wide range of devices including smartphones, enterprise equipment such as base stations and servers, and consumer electronics such as digital TVs.

ARM technology is being deployed in an increasingly diverse range of products and markets, from the ubiquitous sensors that will form the Internet of Things, to energy-efficient smartphones, to high-performance servers. With the broadening adoption of ARM technology, we are continuing to invest in developing new products and revenue streams to support long-term growth and returns for shareholders. "

Board Appointments

On 4 August 2015, ARM announced the appointment of Lawton Fitt and Stephen Pusey as independent non-executive directors. They both joined the board on 1 September 2015, with Lawton also joining the audit committee.

Financial review

(IFRS unless otherwise stated)

Total revenues

Total dollar revenues in Q3 2015 were $375.5 million, up 17% versus Q3 2014. Q3 sterling revenues of £243.1 million were up 24% year-on-year.

Year-to-date dollar revenues amounted to $1,080.7 million, up 16% on the relevant period in 2014.

Licence revenues

Total dollar licence revenues in Q3 2015 were up 2% on Q3 2014 at $145.1 million, representing 39% of Group revenues. Processor licence revenues in Q3 2015 were up 5% at $125.9 million. Physical IP licence revenues were down 14% at $19.2 million. Physical IP licensing has declined in Q3 2015 compared with prior quarters primarily as we are completing agreements related to 28nm and 20nm nodes and are starting to transition to delivering technology related to more advanced nodes.

Following multiple periods of accelerated licence revenue growth (29% compound annual growth in the five years 2010-2014), and in-line with previous guidance, we continue to expect licence revenue growth of 5-10% per annum in the medium term.

Group order backlog at the end of Q3 2015 was down about 7% sequentially. Based on the medium-term outlook for licence revenue growth, we expect quarterly sequential movements of backlog to remain lumpy.

Royalty revenues

Total dollar royalty revenues in Q3 2015 were up 35% on Q3 2014 at $203.0 million, representing 54% of Group revenues. Royalty revenues comprised $185.6 million from processors and $17.4 million from physical IP. Processor royalty revenues increased 37% year-on-year. Relevant industry revenues were down about 2% over the corresponding shipment period (i.e. Q2 2015 compared to Q2 2014).

During Q3, ARM continued to benefit from recently-launched ARMv8-A based chips, which delivered a combination of premium chip pricing and an elevated royalty percentage per chip. Our guidance remains unchanged; over the medium-term we expect royalty revenue growth to outperform semiconductor industry growth by 15 percentage points.

Other revenues

Sales of software and tools in Q3 2015 were $11.5 million, a decrease of 15% year-on-year. Service revenues were $15.9 million in Q3 2015, up 13% year-on-year. Together revenues from software and tools and services represented 7% of Group revenues.

Gross margins

Normalised gross margins in Q3 2015 were 96.2% compared to 96.3% in Q2 2015 and 94.8% in Q3 2014.

Operating expenses and operating margin

Normalised income statements for Q3 2015, YTD 2015, Q3 2014 and YTD 2014 are included in notes 7.8 to 7.11 below which reconcile IFRS to the normalised non-IFRS measures referred to in this earnings release. Non-GAAP measures have been presented as we believe that they allow a clearer comparison of operating results.

Normalised operating expenses were £108.4 million in Q3 2015 compared to £99.3 million in Q2 2015 and £86.8 million in Q3 2014. Normalised operating expenses in Q3 2015 included a credit of approximately £4 million relating to the revaluation of monetary items due to changes in foreign exchange rates and the impact of a stronger dollar on the accounting for derivative instruments.

Normalised operating expenses in Q4 2015 (assuming effective exchange rates similar to current levels) are expected to be in the range of £117 million to £119 million. This faster growth in operating expenses reflects the increased investments announced at ARM Capital Markets Day on 15 September 2015. These investments are expected to accelerate ARM’s share gains in key markets such as enterprise infrastructure, and create an opportunity for new revenue streams from the Internet of Things.

Normalised operating margin was 51.7% in Q3 2015, compared to 52.9% in Q2 2015 and 50.4% in Q3 2014.

Normalised research and development expenses were £55.3 million in Q3 2015, representing 23% of revenues, compared to £51.1 million in Q2 2015 and £41.2 million in Q3 2014. Normalised sales and marketing expenses were £23.6 million in Q3 2015, representing 10% of revenues, compared to £21.1 million in Q2 2015 and £19.8 million in Q3 2014. Normalised general and administrative expenses were £29.5 million in Q3 2015, representing 12% of revenues, compared to £27.1 million in Q2 2015 and £25.8 million in Q3 2014.

Total IFRS operating expenses in Q3 2015 were £131.4 million (Q3 2014: £107.0 million) including share-based payment costs and related payroll taxes of £18.8 million (Q3 2014: £17.4 million), and amortisation of intangible assets, other acquisition-related charges, restructuring charges and impairment of investments of £4.2 million (Q3 2014: £2.8 million).

Total share-based payment costs and related payroll tax charges of £19.4 million in Q3 2015 were included within cost of revenues (£0.6 million), research and development (£12.7 million), sales and marketing (£3.1 million) and general and administrative (£3.0 million).

Earnings and taxation

Normalised profit before tax in Q3 2015 was £128.4 million compared to £101.2 million in Q3 2014. After including acquisition-related and share-based payment costs, intangible amortisation, impairments, restructuring charges and share of results of joint ventures, IFRS profit before tax was £102.9 million in Q3 2015 compared to £79.2 million in Q3 2014.

The Group's effective normalised tax rate was 16.0% in Q3 2015 (IFRS: 16.5%). ARM’s full-year normalised effective tax rate in 2015 is expected to be about 16%.

In Q3 2015, normalised fully diluted earnings per share were 7.61 pence (34.59 cents per ADS 1 ) compared to 5.92 pence (28.80 cents per ADS) in Q3 2014. IFRS fully diluted earnings per share in Q3 2015 were 6.06 pence (27.55 cents per ADS) compared to earnings per share of 4.57 pence (22.24 cents per ADS) in Q3 2014.

Balance sheet

Intangible assets at 30 September 2015 were £715.3 million, comprising goodwill of £626.8 million and other intangible assets of £88.5 million, compared to £567.0 million and £77.2 million respectively at 31 December 2014. The increase in intangible assets is primarily due to the acquisition of Sansa Security. See note 6 for more information.

Total accounts receivable were...


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