ARM Holdings plc Reports Results for the Second Quarter and Half Year Ended 30 June 2007

    Reconciliation of IFRS profit to US GAAP
    net income                            Six months   Six months      Year
                                            ended         ended        ended
                                           30 June      30 June  31 December
                                            2007          2006        2006
                                         Unaudited       Unaudited   Audited
                                           GBP'000       GBP'000     GBP'000
                                                        (restated) (restated)

    Profit for financial period as
    reported under IFRS                     17,406         24,633     48,156
    Adjustments for:
    Amortisation of intangibles                491            398        914
    Write-off of in-process research and
    development                                  -           (540)      (595)
    Deduct : US GAAP compensation charge in
    respect of all share-based payments     (8,504)        (8,211)   (21,787)
    Add: IFRS compensation charge in respect
    of all share-based payments              8,611          7,496     17,437
    Employer's taxes on share-based
    remuneration                               620             (2)         8
    Provision for legal costs, net of tax     (238)             -        715
    Foreign exchange on contingent
    Consideration                              (14)           (97)      (104)
    Provision for sabbatical leave, net of tax   -            216        432

    Tax on UK and US share options            (851)             -     (2,204)
    Tax difference on amortisation of
    intangibles                               (203)          (165)      (378)

    Tax difference on share-based
    remuneration                               709          2,428      2,569
    Other tax differences based on enacted
    rates                                      397              -          -
    Net income as reported under US GAAP    18,424         26,156     45,163

    Reconciliation of shareholders' equity   30 June    30 June   31 December
    from IFRS to US GAAP                        2007       2006        2006
                                             Unaudited  Unaudited     Audited
                                              GBP'000    GBP'000     GBP'000
                                                        (restated) (restated)

    Shareholders' equity as reported under
    IFRS                                      632,587     706,389    660,926
    Adjustments for:
    Employer's taxes on share-based               658          28         38
    remuneration
    Utilisation of restructuring provision      1,368       1,368      1,368
    Provision for legal costs, net of tax         477           -        715
    Liability-classified share awards                 (1,549)                    -          (2,416)
        Provision  for  sabbatical  leave,  net  of  tax            -              2,062            2,278

        Cumulative  difference  on  amortisation  of
        goodwill                                                                        2,713              2,713            2,713
        Cumulative  difference  on  amortisation  of
        intangibles                                                                  1,846                840              1,355
        Cumulative  write-off  of  in-process
        research  and  development                                      (4,692)        (4,637)          (4,692)
        Cumulative  difference  on  deferred  tax                (616)            (429)              (642)
        Valuation  of  equity  consideration  on
        acquisition                                                              (82,435)      (82,435)        (82,435)
        Valuation  of  option  consideration  on
        acquisition                                                                17,476          17,476            17,476
        Deferred  compensation  on  acquisition              (9,579)        (9,579)          (9,579)
        Deferred  tax  on  share-based  payments              (9,331)        (4,307)          (8,911)
        Portion  of  tax  benefit  arising  on
        exercise  of  options  issued  on
        acquisition  taken  to  goodwill  under  US
        GAAP                                                                              (4,844)        (4,844)          (4,844)
        Foreign  exchange  on  valuation  of
        intangible  assets  and  deferred  tax                    3,322          (3,312)            1,358
        Foreign  exchange  on  valuation  of
        contingent  consideration                                            (76)              (57)                (61)

        Shareholders'  equity  as  reported  under
        US  GAAP                                                                      547,325        621,276          574,647

        Reconciliation  of  goodwill  from  IFRS  to        30  June        30  June  31  December
        US  GAAP                                                                          2007                2006                2006
                                                                                            Unaudited    Unaudited        Audited
                                                                                              GBP'000        GBP'000          GBP'000

        Goodwill  as  reported  under  IFRS                      418,155        449,041          428,366
        Adjustments  for:
        Valuation  of  restructuring  provision  on
        acquisition                                                                  1,235            1,235              1,235
        Cumulative  difference  on  amortisation  of
        goodwill                                                                        2,713            2,713              2,713
        Cumulative  write-off  of  in-process
        research  and  development                                          (150)            (150)              (150)
        Separately  identifiable  intangible
        assets                                                                              (302)            (302)              (302)
        Deferred  tax  on  capitalised  in-process
        research  and  development                                      (1,570)        (1,570)          (1,570)
        Portion  of  tax  benefit  arising  on
        exercise  of  options  issued  on
        acquisition  taken  to  goodwill  under  US
        GAAP                                                                              (4,248)        (4,248)          (4,248)
        Valuation  of  equity  consideration  on
        Acquisition                                                              (82,435)      (82,435)        (82,435)
        Valuation  of  option  consideration  on
        Acquisition                                                                17,476          17,476            17,476
        Deferred  compensation  on  acquisition              (9,579)        (9,579)          (9,579)
        Contingent  consideration                                      (3,088)        (1,864)          (3,117)
        Foreign  exchange  on  revaluation  of
        Goodwill                                                                        2,781          (3,685)                854

        Goodwill  as  reported  under  US  GAAP                340,988        366,632          349,243


        (8)  Non-GAAP  measures 


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