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TMZ Toumaz

2.125
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Toumaz LSE:TMZ London Ordinary Share KYG6390E1070 ORD 0.25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 2.125 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Toumaz Limited Interim Results (8734K)

27/09/2016 7:00am

UK Regulatory


TIDMTMZ

RNS Number : 8734K

Toumaz Limited

27 September 2016

 
 For immediate release   27 September 2016 
 

Toumaz Limited

('Toumaz', or the 'Group' or 'the Company')

Interim Results

'A period of transition'

Toumaz Limited (AIM: TMZ), a pioneer in technologies for Digital Radio and Smart Audio devices, publishes its results for the six months ended 30 June 2016.

Key Points

-- Healthcare division sold in July 2016 for GBP1.3 million plus ten-year royalty agreement - eliminating associated cash losses

-- Continuing operations moving towards break-even; expected to be EBITDA and trading cash flow positive in H2 2016

Proposal to change name of Toumaz Limited to Frontier Smart Technologies Group Limited

   --     Key financials for the continuing business: 

o Revenues steady at GBP13.7 million (H1 2015: GBP13.8 million)

o R&D expenditure reduced to GBP2.8 million (H1 2015: GBP4.7 million) - no further silicon development planned in foreseeable future

o EBITDA loss improved to GBP0.04million (H1 2015: loss of GBP2.2 million)

o Cash attributable to continuing business at 30 June 2016 of GBP3.8 million (31 December 2015: GBP7.7 million)

Anthony Sethill, CEO of Toumaz, commented: "Having sold Healthcare and eliminated the associated losses and cash burn, we have created a solid platform for profitable growth. The Group is now fully focused on Digital Audio, where our established leadership in Digital Radio provides a platform from which to develop our position in Smart Audio."

Enquiries:

 
                                           +44 (0) 20 7391 
 Toumaz Limited                                       0630 
 Anthony Sethill, Chief Executive 
  Officer 
 Jonathan Apps, Chief Financial 
  Officer 
 
 Peel Hunt LLP (Nominated Adviser          +44 (0) 20 7418 
  and Broker)                                         8900 
 Richard Kauffer/ Euan Brown 
 
                                           +44 (0) 20 7466 
 Buchanan Communications Limited                      5000 
 Sophie McNulty/ Henry Harrison-Topham/ 
  Steph Watson 
 

About Toumaz

The Toumaz Group is a pioneer in software and hardware technologies for Digital Audio devices.

Having sold its Healthcare division in July 2016, the Group now has one operating division, Frontier Silicon, which provides solutions for Digital Radio and Smart Audio devices.

Frontier was founded in 2002. Customers include many leading consumer audio brands: Bose, Bowers & Wilkins, Denon, Grundig, harman/kardon (JBL), Onkyo, Panasonic, Philips, Pioneer, Pure, Roberts, Sony, TechniSat, Yamaha, and many more.

The company is headquartered in London, with engineering, sales and operations teams in Cambridge, Timisoara (Romania), Hong Kong, and Shenzhen.

www.toumaz.com

Introduction

The first half of 2016 was a period of transition for Toumaz, culminating shortly after the period-end with the sale of the Group's Healthcare division, Sensium Healthcare. The disposal followed a strategic review announced by the Board in September 2015 and eliminates the cash losses associated with the Healthcare business. The Group is now focused entirely on its Digital Audio division, Frontier Silicon ('Frontier'), where the key development priority has been the completion of Minuet, its next generation Smart Audio platform incorporating Google Cast for Audio. This programme is in mass production - with first shipments due in Q4 2016.

Looking ahead, the Group expects to be EBITDA positive in the second half of 2016. As a result, despite the considerable changes undertaken in the year, the Board expects the Group to be close to break-even on a continuing basis for the current financial year as a whole.

In view of these changes, Toumaz is today also announcing separately a proposal to change its name to Frontier Smart Technologies Group Limited, together with a 40 for 1 share consolidation, subject to shareholder approval at a General Meeting to be held on 1 November 2016.

Overview of H1 performance

Given the disposal of the Healthcare division, Toumaz is reporting H1 results on both a combined and continuing operations basis. Excluding Healthcare, Group revenues held broadly steady at GBP13.7 million (H1 2015: GBP13.8 million). Growth in Digital Radio revenues were offset by a fall in Smart Audio revenues - the latter reflecting a comparison against H1 2015 which included one-off project related revenues of GBP0.5 million and the process of transitioning to the Group's next generation Smart Audio platform, Minuet. Combined revenues including Healthcare were GBP13.7 million (H1 2015: GBP14.0 million).

The Group benefitted from changes in exchange rates as Frontier's revenues are predominantly in US dollars. In constant exchange rates, Group revenues, excluding Healthcare, were down 6% year on year.

At an operational level, Frontier's priorities in H1 2016 were: the commercialisation of the Group's existing solutions in Digital Radio and Smart Audio; and the completion of Minuet, which allows smart audio devices, such as wireless speakers, to incorporate Google's new Cast for Audio technology.

In Digital Radio, the Group has maintained its market leadership position. The Group's Digital Radio revenues increased 7% to GBP9.3 million (H1 2015: GBP8.7 million), driven by increased volumes (up 11% from 1.8 million to 2.0 million units). Volume growth is due to the expansion of DAB digital radio in continental Europe, especially in Germany and the Netherlands (launched respectively in 2011 and 2013). Average prices fell slightly, reflecting a gradual shift to newer, lower cost solutions. Growth is expected to slow in H2, but full year revenues for Digital Radio are expected to be marginally up on 2015.

The 14% decline in Frontier's Smart Audio revenues to GBP4.4 million in H1 2016 (H1 2015: GBP5.1 million) was mainly due to the non-recurrence of one-off project fees of GBP0.5 million in H1 2015. There was also a reduction in volumes (down 7% from c.350,000 to 330,000), which was partially offset by a slight increase in average selling prices (up 3%). The decline in volumes was due to customers awaiting the arrival of Minuet, the Group's new Cast-enabled solution.

The Minuet development programme is now in mass production - slightly later than originally anticipated - and is expected to ship in Q4 2016.

In September 2016, the Group announced its first design win for Minuet with Harman, the world's largest manufacturer of speakers, for its new Google Cast-enabled wireless speaker, the JBL Playlist. First revenues for this product are expected in Q4 2016.

Frontier's R&D expenditure in H1 2016 was GBP2.8 million - down 40% (H1 2015: GBP4.7m). With the completion of silicon development in 2015, the majority of Frontier's R&D is now software development for the Smart Audio market, with teams based in Cambridge and Romania. Where appropriate, it also licenses technologies from third parties. Frontier is not planning any new silicon developments.

Combined Group EBITDA improved to a loss of GBP5.0 million in H1 2016 (H1 2015: loss of GBP5.5 million), with the majority of these losses incurred by the Healthcare business. Excluding Healthcare, the loss improved to GBP0.04 million in H1 2016 (H1 2015: GBP2.2 million).

At the end of June 2016, the Group had GBP3.8 million in cash. The Group is expected to be EBITDA positive in the second half of 2016.

Disposal of the Healthcare division

The Board announced a strategic review of the loss-making Healthcare business, Sensium, in September 2015. Advisers were appointed and, having considered a full range of options, it was clear that significant investment would be required to see the business through to break-even. The Board therefore decided that a sale of Sensium was the most effective means of delivering shareholder value.

Proceeds from the sale (GBP1.0 million on completion and a further GBP0.3 million on 31 December 2016) will be used to fund working capital requirements. In addition, the Group will benefit from a 10 year royalty stream (3% of net revenues for five years, followed by 2% of net revenues for the following five years). If the new owner, The Surgical Company, sells the business within the next four years, Toumaz will receive 19% of the net proceeds.

Proposed Change of Name and Share Consolidation

Change of Name

In order to reflect the Group's change in focus to a pure play Digital Radio and Smart Audio technology company, it proposes to change its name from Toumaz Limited to Frontier Smart Technologies Group Limited with effect from 2 November 2016. The London Stock Exchange TIDM (ticker) for the Ordinary Shares will be changed from "TMZ.L" to "FST.L", which will also take effect from 08:00 A.M. on 2 November 2016.

Proposed Share Consolidation

The Board believes that a consolidation of the Company's share capital ("the Share Consolidation") will result in a more appropriate number of shares in issue for a company of Toumaz's size and may also help to make the New Ordinary Shares more attractive to investors going forward.

As at 30 June 2016, the Company had 1,709,830,865 existing ordinary shares of GBP0.0025 each ("Existing Ordinary Shares") in issue. With shares of low denominations, small absolute movements in the share price can represent large percentage movements resulting in high volatility. The Share Consolidation is expected to assist in reducing the aforementioned volatility in the Company's share price and enable a more consistent valuation of the Company. The Board also believes that the bid/offer spread on shares priced at low absolute levels can be disproportionate to the share price and therefore to the detriment of shareholders.

The Directors therefore propose that every 40 Existing Ordinary Shares be consolidated into one new ordinary share with a nominal value of 10p (currently, 0.25p).

Other than a change in nominal value, the New Ordinary Shares will carry equivalent rights under the Articles of Association to the Existing Ordinary Shares.

Further details of the proposed share consolidation will be provided to shareholders in the Notice of General Meeting.

Growth opportunity

The Board believes that growth opportunities exist in both the Digital Radio and Smart Audio markets and the introduction of voice recognition as a feature for Smart Audio and Smart Home devices could provide additional upside.

Frontier is well placed to succeed in these markets: it has a strong track record in delivering high quality, reliable technology solutions for consumer audio products and has existing relationships with leading consumer audio brands.

Digital Radio

The Group is the world leader in the provision of chips and modules for consumer DAB digital radios. Further market volume growth is likely in the medium and long term as the first countries move towards Digital Switchover (Norway in 2017 and Switzerland in 2020-24), and other European markets including Italy, France and Belgium, begin to develop.

Due to its maturity and population size, the UK is the Group's largest market for DAB Digital Radios, accounting for about a third of total volumes. A decision by the UK government to set a date for Digital Switchover ('DSO') could provide a significant uplift in sales. The market criteria(1) for a potential decision on DSO are expected to be achieved in the second half of 2018, but it is too early to say if or when a date for DSO might be set.

The second largest market for DAB Digital Radio is Germany. Receiver sales volumes are growing strongly, up 27% in H1 2016. There is growing political support for measures which could accelerate this growth. Greater clarity on the impact of this support should be forthcoming over the next 12 months.

Frontier plays an active role helping to build political and broadcaster support for DAB Digital Radio across Europe.

For the Group, having completed the development of its fourth generation DAB chip in 2015, the strategy in Digital Radio is to maximise profitability by retaining market share, maintaining margins and adopting a prudent approach to R&D.

Smart Audio

The Group has been active in Wi-Fi enabled audio solutions for several years, starting with solutions for Internet Radio and then incorporating online music services, such as Spotify. In 2015, the Group announced it would be working with Google to develop a new solution incorporating Google's Cast for Audio technology. Frontier is one of a small number of solution providers working with Google on this technology.

Market volumes for Wi-Fi enabled Smart Audio devices (speakers, soundbars, Hi-Fi systems, audio / video receivers and Internet radios) are expected to grow in the next three years. The introduction of voice personal assistants may also represent an additional driver of the Smart Audio market. With the inclusion of microphones in a speaker, users can control the speaker via voice commands. These speakers can also offer connectivity to the internet and other smart home appliances, all controlled via voice. The Amazon Echo is the first such device to have successfully launched and Google has announced plans to introduce a voice-controlled Google Home Assistant before the end of 2016(2) .

Frontier is well placed to succeed in this market given its engineering skills, track record of delivery and its extensive customer and ecosystem relationships.

________________________________ (1) DAB transmissions should cover 97% of the population and 50% of radio listening should be digital (2) http://www.theverge.com/2016/5/18/11688376/google-home-speaker-announced-virtual-assistant-io-2016

Outlook

With the sale of the Healthcare division and re-focusing on Digital Audio, the Group has established a solid platform on which to build as it seeks to take full advantage of the medium and long term growth opportunities in both Digital Radio and Smart Audio.

Excluding Healthcare, Group full year revenues for 2016 are expected to show single figure growth year on year. As outlined above, Digital Radio revenues are expected to be broadly flat compared to 2015. Smart Audio revenues are expected to improve in the second half of the year relative to H2 2015. The first shipments of Minuet, Frontier's Google Cast-enabled solution, are expected in Q4 2016.

The UK currently accounts for about one third of Group revenues. At a global level, Group revenues (in Sterling) are likely to benefit from a sustained drop in the Sterling / Dollar exchange rate. It is too early to judge if the Brexit decision will have a significant impact on UK trading but the increase in import prices may have a negative impact on volumes.

Historically, end-users for Frontier-based products (DAB and Internet radios) have been predominantly European-based. With the introduction of the Group's Google Cast-enabled Smart Audio solution, the North American market is expected to become more important for Toumaz from 2017 onwards.

Having disposed of the Healthcare business, the Group expects to be EBITDA positive in H2 2016 and to be close to break-even on a continuing basis for FY 2016.

Financial Review

As noted previously, the Group disposed of its Healthcare subsidiaries on 22 July 2016 and took the decision to close its silicon development subsidiary on the same day. The results of these entities are disclosed as discontinued businesses in these statements. Numbers disclosed in the narrative below relate solely to the continuing business and comparatives have been restated to exclude the discontinued businesses.

H1 revenues for the continuing operations were broadly steady at GBP13.7 million (2015: GBP13.8m) with gross margin also similar to the prior year at GBP6.0 million (2015: GBP6.2 million).

Behind these numbers, Digital Radio revenues grew 7% to GBP9.3 million (H1 2015: GBP8.7 million) driven by an increase in unit sales to 2.0 million from 1.8 million. The key driver of this volume growth has been the continued growth of DAB Digital Radio in continental Europe. The ASP per unit has declined from GBP4.77 to GBP4.52 as a result of a move away from Chorus 3 based products towards the more cost-optimised Chorus 4 products.

Smart Audio revenues decreased by 13.7% to GBP4.4 million (2015: GBP5.1 million) mainly due to the non-recurrence of one-off project related revenues (GBP0.5 million) in H1 2015. In addition, Smart Audio volumes are down year on year to 329,000 (2015: 354,000k) as customers delay placing orders until Minuet enters production; this was partially offset by a 3% rise in ASPs from GBP12.94 to GBP13.31.

The Group has benefited from the recent movement in the USD/GBP exchange rate as the majority of its revenue is booked in dollars. Against this however is the possible increase in retail selling prices in the UK from the reduced purchasing power of sterling. In constant dollar terms revenue for H1 2016 is $19.8m (2015: $21.4m).

Overall gross margins are 1% down from 44.9% in 2015. Gross profit has remained broadly flat at GBP6.0 million (2015: GBP6.2 million).

EBITDA loss can be calculated as:

 
                              Six months    Six months 
                              to 30 June    to 30 June 
                                    2016          2015 
                                 GBP'000       GBP'000 
  Revenue                         13,659        13,790 
 Cost of sales                     7,657         7,595 
 Gross profit                      6,002         6,195 
 Research and development          2,762         4,696 
 Sales and admin expenses          3,275         3,727 
 EBITDA (loss)                      (35)       (2,228) 
 

Research and development costs are expensed where possible and mainly reflect the software development on Minuet. This has just entered mass production with first sales expected in Q4 2016. As stated previously R&D expenditure peaked in H1 2015 and shows a 40% reduction year-on-year.

EBITDA loss has reduced significantly and the Frontier business is trending towards a break-even position for the full year 2016.

Other non-trading costs included in the full profit and loss account primarily comprise the non-cash employee share based payments and amortisation and depreciation. In addition, due to the disposal of Healthcare, a charge of GBP9.4m has been taken in respect of an impairment of intangible fixed assets.

Group pre-tax loss was GBP2.0 million (2015: loss GBP7.4 million) with a loss per share on the continuing business of 0.02p (2015: loss 0.41p).

Cash and cash equivalents at 30 June 2016 including discontinued activities was GBP3.8 million (31 Dec 2015: GBP7.5 million) and the balance at 31 August 2015 was GBP3.4 million. The Group is expected to be trading cash flow positive in the second half.

Toumaz Limited

Unaudited Interim Results

for the six month period ended 30 June 2016

Statement of Comprehensive Income

for the period ended 30 June 2016

 
                                        Unaudited  Restated Unaudited      Restated 
                                       Six months          Six months       Audited 
                                            ended               ended    Year ended 
                                     30 June 2016        30 June 2015   31 December 
                              Note                                             2015 
                                       GBP'000          GBP'000          GBP'000 
Revenue                          3         13,659              13,790        31,721 
Cost of sales                             (7,657)             (7,595)      (18,030) 
----------------------------  ----  -------------  ------------------  ------------ 
Gross profit                                6,002               6,195        13,691 
----------------------------  ----  -------------  ------------------  ------------ 
Amortisation of intangible 
 assets                                   (1,186)             (1,259)       (2,480) 
Impairment                       6              -             (3,016)       (3,016) 
Depreciation                                (175)               (183)         (371) 
Share based payment                         (380)               (678)       (1,229) 
Exceptional items                               -                   -       (1,122) 
Research & development                    (2,762)             (4,695)       (7,362) 
Sales & administrative 
 expenses - other                         (3,275)             (3,727)       (7,110) 
----------------------------  ----  -------------  ------------------  ------------ 
Total administrative 
 expenses                                 (7,778)            (13,558)      (22,690) 
----------------------------  ----  -------------  ------------------  ------------ 
Loss from continuing 
 operations                               (1,776)             (7,363)       (8,999) 
Finance income                                  5                  12            15 
Finance charges                             (189)                   -          (75) 
----------------------------  ----  -------------  ------------------  ------------ 
Loss before taxation                      (1,960)             (7,351)       (9,059) 
Taxation                                    1,373                 346         1,133 
----------------------------  ----  -------------  ------------------  ------------ 
Loss for the period 
 from continuing operations                 (587)             (7,005)       (7,926) 
----------------------------  ----  -------------  ------------------  ------------ 
Loss for the period 
 from discontinued 
 operations                      7       (14,160)             (3,291)       (6,809) 
Loss for the Period                      (14,747)            (10,296)      (14,735) 
----------------------------  ----  -------------  ------------------  ------------ 
Other comprehensive 
 (expense)/income 
 Items that will be 
 reclassified subsequently 
 to profit or loss 
Exchange differences 
 on translating foreign 
 operations                                  (31)                (11)            59 
Other comprehensive 
 income/(expense) for 
 the period                                  (31)                (11)            59 
----------------------------  ----  -------------  ------------------  ------------ 
Total comprehensive 
 loss for the period                     (14,778)            (10,307)      (14,676) 
----------------------------  ----  -------------  ------------------  ------------ 
 
 
 Earnings per share 
  Basic earnings per share 
  -From continuing operations       (0.03)p     (0.41)p     (0.47)p 
  4                                 (0.83)p     (0.20)p     (0.40)p 
  -From discontinued operations 
  4 
-------------------------------  ----------  ----------  ---------- 
 

Consolidated Statement of Financial Position

at 30 June 2016

 
                                                                           Unaudited      Unaudited            Audited 
                                                                 Note   30 June 2016   30 June 2015   31 December 2015 
Assets                                                                       GBP'000        GBP'000            GBP'000 
Non-current assets 
Goodwill                                                            5          8,536         19,118             19,118 
Other intangible assets                                             6          9,701         14,271             11,519 
Property, plant and equipment                                                    514            737                707 
                                                                              18,751         34,126             31,344 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
Current assets 
Inventories                                                                    3,144          2,935              2,666 
Tax receivable                                                                   934              -              1,301 
Trade and other receivables                                         8          7,302          4,796              6,342 
Cash and cash equivalents                                           9          3,378          5,521              7,748 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
Total current assets                                                          14,758         13,252             18,057 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
 
Assets included in disposal group classified as held for sale       7          3,592              -                  - 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
Total assets                                                                  37,101         47,378             49,401 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
Liabilities 
Current liabilities 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
Trade and other payables                                           10          9,975          9,134             11,239 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
Total current liabilities                                                      9,975          9,134             11,239 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
Other liabilities > 1 year                                                     3,453              -              3,735 
Liabilities included in disposal group classified as held for 
 sale                                                               7          3,631              -                  - 
Total liabilities                                                             17,059          9,134             14,974 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
Equity 
Share capital                                                      11          4,275          4,257              4,262 
Share premium                                                                115,300        115,251            115,300 
Share based payment reserve                                                    4,881          4,003              4,501 
Foreign exchange reserve                                                        (66)          (105)               (35) 
Retained earnings                                                          (104,348)       (85,162)           (89,601) 
Total equity                                                                  20,042         38,244             34,427 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
Total equity and liabilities                                                  37,101         47,378             49,401 
-------------------------------------------------------------  ------  -------------  -------------  ----------------- 
 

Consolidated Statement of Changes in Equity

for the period ended 30 June 2016

 
 
 
 
                                                Share 
                                                based                Foreign 
                           Share     Share    payment   Retained    exchange     Total 
                         capital   premium    reserve   earnings     reserve    equity 
                         GBP'000   GBP'000    GBP'000    GBP'000     GBP'000   GBP'000 
 
At 1 January 
 2016                      4,262   115,300      4,501   (89,601)        (35)    34,427 
 
Share-based 
 payments                      -         -        380          -           -       380 
Issue of share 
 capital                      13         -          -          -           -        13 
Transactions 
 with owners                  13         -        380          -           -       393 
                       ---------  --------  ---------  ---------  ----------  -------- 
 
Loss for the 
 period                        -         -          -   (14,747)           -  (14,747) 
 
Other comprehensive 
 losses 
 
Exchange differences 
 on translating 
 foreign operations            -         -          -          -        (31)      (31) 
Total comprehensive 
 loss                          -         -          -   (14,747)        (31)  (14,778) 
                       ---------  --------  ---------  ---------  ----------  -------- 
 
 
At 30 June 
 2016                      4,275   115,300      4,881  (104,348)        (66)    20,042 
                       =========  ========  =========  =========  ==========  ======== 
 
 
 
 
 
 
                                                Share 
                                                based                Foreign 
                           Share     Share    payment   Retained    exchange     Total 
                         capital   premium    reserve   earnings     reserve    equity 
                         GBP'000   GBP'000    GBP'000    GBP'000     GBP'000   GBP'000 
 
At 1 January 
 2015                      4,195   115,251      3,325   (74,866)        (94)    47,811 
 
Share-based 
 payments                      -         -        678          -           -       678 
Contingent                     -                                           - 
 shares issued                           -          -          -                     - 
Issue of share 
 capital                      62         -          -          -           -        62 
Transactions 
 with owners                  62         -        678          -           -       740 
                       ---------  --------  ---------  ---------  ----------  -------- 
 
Loss for the 
 period                        -         -          -   (10,296)           -  (10,296) 
 
Other comprehensive 
 losses 
 
Exchange differences 
 on translating 
 foreign operations            -         -          -          -        (11)      (11) 
Total comprehensive 
 loss                          -         -          -   (10,296)        (11)  (10,307) 
                       ---------  --------  ---------  ---------  ----------  -------- 
 
 
At 30 June 
 2015                      4,257   115,251      4,003   (85,162)       (105)    38,244 
                       =========  ========  =========  =========  ==========  ======== 
 
 
 
 
 
 
                                                  Share 
                                                  based               Foreign exchange 
                             Share     Share    payment   Retained             reserve     Total 
                           capital   premium    reserve   earnings                        equity 
                           GBP'000   GBP'000    GBP'000    GBP'000             GBP'000   GBP'000 
 
At 1 January 
 2015                        4,195   115,251      3,325   (74,866)                (94)    47,811 
 
Share-based 
 payments                        -         -      1,229          -                   -     1,229 
Issue of share 
 capital                        63         -          -          -                   -        63 
Cost of share                    -                                                   - 
 issue                                     -          -          -                             - 
Deferred consideration 
 - retention 
 element                         4        49       (53)          -                   -         - 
Transactions 
 with owners                    67        49      1,176          -                   -     1,292 
                         ---------  --------  ---------  ---------  ------------------  -------- 
 
Loss for the 
 period                          -         -          -   (14,735)                   -  (14,735) 
 
Other comprehensive 
 losses 
 
Exchange differences 
 on translating 
 foreign operations              -         -          -          -                  59        59 
Total comprehensive 
 loss                            -         -          -   (14,735)                  59  (14,676) 
                         ---------  --------  ---------  ---------  ------------------  -------- 
 
 
At 31 December 
 2015                        4,262   115,300      4,501   (89,601)                (35)    34,427 
                         =========  ========  =========  =========  ==================  ======== 
 
 

Consolidated Cash Flow Statement

For the period ended 30 June 2016

 
                                 Unaudited    Unaudited 
                                 Six months   Six months    Audited 
                                   ended        ended      Year ended 
                                  30 June      30 June     31 December 
                                    2016         2015         2015 
                                  GBP'000      GBP'000      GBP'000 
Cash flows from operating 
 activities 
Loss before taxation                (1,960)      (7,351)       (9,059) 
Amortisation                          1,186        1,259         2,480 
Depreciation                            175          183           371 
Impairment of prepayments                 -        3,016         3,016 
Exceptional items                         -            -         1,122 
Share based payments                    380          678         1,229 
Net interest (received)/ 
 paid                                   184         (12)            60 
Increase in inventories               (478)      (1,371)       (1,102) 
Increase in trade and 
 other receivables                    (290)        (622)       (2,038) 
(Decrease)/ increase 
 in trade and other payables          (682)          271         1,111 
Foreign exchange movements             (31)         (11)            59 
Tax refund                            1,685        1,999         1,998 
Net cash inflow / (outflow) 
 from continuing operations             169      (1,961)         (753) 
------------------------------  -----------  -----------  ------------ 
Net cash outflow from 
 discontinuing operations           (3,636)      (3,238)       (6,985) 
------------------------------  -----------  -----------  ------------ 
Cash flow from investing 
 activities 
Purchase of property, 
 plant and equipment                   (56)        (399)         (578) 
Purchase on intangible 
 assets                                (63)      (1,385)       (1,389) 
Interest paid                         (184)         (12)             - 
Net cash used in investing 
 activities                           (303)      (1,796)       (1,967) 
------------------------------  -----------  -----------  ------------ 
Cash flow from financing 
 activities 
Loan                                  (300)            -         5,000 
Proceeds from issue of 
 share capital                            -            3          (75) 
Share issue costs                         -            -            15 
Net cash inflow from 
 financing activities                 (300)            3         4,940 
------------------------------  -----------  -----------  ------------ 
Net change in cash and 
 cash equivalents                   (4,070)      (6,992)       (4,765) 
------------------------------  -----------  -----------  ------------ 
Cash and cash equivalents 
 at beginning of period               7,448       12,513        12,513 
Cash and cash equivalents 
 at end of period                     3,378        5,521         7,748 
------------------------------  -----------  -----------  ------------ 
 

Notes to the Interim Report

For the period ended 30 June 2016

1. Nature of operations and general information

Toumaz Limited and subsidiaries' ('the Group') principal activity is that of commercial exploitation of wireless infrastructure technologies with commercial propositions for consumer electronic sector.

On 22 July 2016, the Group disposed of its subsidiary companies that were involved with wireless healthcare technologies. The activities of those companies has been classifies as "discontinued" in these statements. In addition, the Group also decided to close Frontier Microsystems a company involved with low power RF technologies and the results of that company have also been treated as "discontinued" in these statements.

Toumaz Limited is the Group's ultimate parent company. It is incorporated in the Cayman Islands. The address of Toumaz Limited's registered office is Elgin House, 119 Elgin Avenue, George Town, Grand Cayman, Cayman Islands. Toumaz Limited's shares are listed on the Alternative Investment Market of the London Stock Exchange.

Toumaz Limited's consolidated interim financial statements are presented in Pounds Sterling (GBP), which is also the functional currency of the parent company.

The financial information set out in this interim report does not constitute statutory accounts. The Group's statutory financial statements for the year ended 31 December 2015 are available from the Group's website. The auditor's report on those financial statements was unqualified.

2. Accounting Policies

Basis of Preparation

These interim condensed consolidated financial statements are for the six months ended 30 June 2016. They have been prepared following the recognition and measurement principles of IFRS. They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2015.

These financial statements have been prepared on the going concern basis and under the historical cost convention.

These condensed consolidated interim financial statements have been prepared in accordance with the accounting policies adopted in the last annual financial statements for the year to 31 December 2015.

The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these condensed consolidated interim financial statements.

3. Revenue by sector

 
                  Unaudited  Unaudited    Audited 
                   30 June    30 June    31 December 
                     2016       2015        2015 
                   GBP'000    GBP'000     GBP'000 
 
Digital Radio         9,273      8,685        20,647 
Connected Audio       4,386      5,105        11,074 
Revenue              13,659     13,790        31,721 
----------------  ---------  ---------  ------------ 
 

4. Loss per share

The calculation of the basic loss per share is based on the loss attributable to ordinary shareholders divided by the weighted average number of shares in issue during the period. The impact of the share options and share warrant on the loss per share is anti-dilutive.

 
                                                                                     Basic loss per share 
                                                                           Unaudited      Unaudited        Audited 
                                                                           Six months     Six months      Year ended 
                                                                             ended          ended        31 December 
                                                                          30 June 2016   30 June 2015        2015 
 
Loss for the period attributable to equity shareholders - continuing 
operations                                                                  GBP587,000   GBP7,005,000     GBP7,926,000 
 
Loss for the period attributable to equity shareholders - discontinuing 
operations                                                               GBP14,160,000   GBP3,291,000     GBP6,809,000 
 
Weighted average number of 0.25p ordinary shares                         1,705,740,348  1,702,925,947    1,701,426,768 
 
(Loss) per share - basic and diluted - continuing operations                   (0.03)p        (0.41)p          (0.47)p 
(Loss) per share - basic and diluted - discontinuing operations                (0.83)p        (0.20)p          (0.40)p 
 
 

5. Goodwill

 
                                 Frontier      Sensium       Frontier 
                                  Silicon   Healthcare   Microsystems    Total 
                                 GBP'000     GBP'000       GBP'000     GBP'000 
Cost 
At 1 January 2015                   8,536       10,582          5,951   25,069 
Additions                               -            -              -        - 
                                 --------  -----------  -------------  ------- 
At 30 June 2015                     8,536       10,582          5,951   25,069 
Additions                               -            -              -        - 
                                 --------  -----------  -------------  ------- 
At 31 December 2015                 8,536       10,582          5,951   25,069 
Additions                               -            -              -        - 
 Assets held for disposal               -      (1,135)              -  (1,135) 
At 30 June 2016                     8,536        9,447          5,951   23,934 
                                 ========  ===========  =============  ======= 
 
Impairment 
At 1 January 2015                       -            -          5,951    5,951 
Charge in period                        -            -              -        - 
                                 --------  -----------  -------------  ------- 
At 30 June 2015                         -            -          5,951    5,951 
Charge in period                        -            -              -        - 
                                 --------  -----------  -------------  ------- 
At 31 December 2015                     -            -          5,951    5,951 
Charge in period                        -            -              -        - 
Impairment                              -        9,447              -    9,447 
At 30 June 2016                         -        9,447          5,951   15,398 
                                 ========  ===========  =============  ======= 
Net book amount at 30 June 
 2016                               8,536            -              -    8,536 
                                 ========  ===========  =============  ======= 
Net book amount at 30 June 
 2015                               8,536       10,582              -   19,118 
                                 ========  ===========  =============  ======= 
Net book amount at 31 December 
 2015                               8,536       10,582              -   19,118 
                                 ========  ===========  =============  ======= 
 

Sensium Healthcare

During the half-year, the Group has taken an impairment against the goodwill arising on consolidation in respect Sensium Healthcare. Sensium Healthcare and its subsidiaries were first acquired on 3 November 2005 and were disposed of on 22 July 2016, shortly after the period end. The calculation of the value to be impaired was made by deducting the fair value of expected proceeds from disposal including royalties, less any costs of disposal, from the carrying value of the goodwill.

Frontier Microsystems

Goodwill relating to Toumaz Microsystems results from the acquisition of Future Waves UK Limited and Toumaz Asia on 20 May 2009.

Frontier Silicon

Goodwill relating to Frontier Silicon results from the acquisition of Frontier Silicon Ltd on 20 August 2012.

6. Other intangible assets

 
                               Marketing       Customer  Intellectual         Licence 
                            intellectual   intellectual      property   & development 
                                property       property                          fees    Total 
                                 GBP'000        GBP'000       GBP'000         GBP'000  GBP'000 
Cost 
At 1 January 2015                  4,000          1,690        17,009          16,562   39,261 
Additions                              -              -             -           1,383    1,383 
                           -------------  -------------  ------------  --------------  ------- 
At 30 June 2015                    4,000          1,690        17,009          17,945   40,644 
Additions                              -              -             -               6        6 
Disposals                              -              -             -         (1,378)  (1,378) 
At 31 December 2015                4,000          1,690        17,009          16,573   39,272 
Foreign exchange on 
 opening balances                      -              -             -               3        3 
Additions                              -              -             -              80       80 
Disposals                              -              -             -            (14)     (14) 
Assets held for disposal               -              -             -           (933)    (933) 
                           -------------  -------------  ------------  --------------  ------- 
At 30 June 2016                    4,000          1,690        17,009          15,709   38,408 
                           =============  =============  ============  ==============  ======= 
 
Amortisation 
At 1 January 2015                    933            329         9,827          10,912   22,001 
Charge in period                     200             70           634             452    1,356 
Impairment                             -              -             -           3,016    3,016 
                           -------------  -------------  ------------  --------------  ------- 
At 30 June 2015                    1,133            399        10,461          14,380   26,373 
Charge period                        200             71           634             475    1,380 
                           -------------  -------------  ------------  --------------  ------- 
At 31 December 2015                1,333            470        11,095          14,855   27,753 
Charge period                        200             70           634             282    1,186 
Disposals                              -              -             -            (11)     (11) 
Assets held for disposal               -              -             -           (221)    (221) 
At 30 June 2016                    1,533            540        11,729          14,905   28,707 
                           -------------  -------------  ------------  --------------  ------- 
 
Net book amount at 
 30 June 2016                      2,467          1,150         5,280             804    9,701 
                           =============  =============  ============  ==============  ======= 
Net Book amount at 
 30 June 2015                      2,867          1,291         6,548           3,565   14,271 
                           =============  =============  ============  ==============  ======= 
Net book amount at 
 31 December 2015                  2,667          1,220         5,914           1,718   11,519 
                           =============  =============  ============  ==============  ======= 
 

Intellectual property

Intellectual property relates to the valuation of beneficial licence agreements, trade names and customer relationships in Sensium Healthcare and Frontier Silicon at the date of their original acquisition.

Licence & development fees

The licences relate to technology on new projects essential to the future development of the new generation digital chips. The licences will be amortised in accordance with the Group accounting policy and will be subject to an annual impairment review.

Impairment

In the period to 30 June 2015 the Company resolved to cease designing its own silicon for its next generation connected audio solution and to use third party silicon. Subsequently, in August 2015, a termination agreement was signed with Imagination Technologies Plc who had been designing the chip on the company's behalf.

At the time the decision was taken to cease development of its own silicon, the company was carrying GBP4.5m of licensed IP on its balance sheet in respect of third party licences purchased to enable the chip development. The board have reviewed these licences for impairment and consider that they are no longer required for the on-going development of the company's other products. Included in the termination agreement with Imagination, who will continue to develop the solution, are provisions for royalty income to the company on future sales of Imagination products. The board believes that a fair value of the expected future royalty streams is GBP1.5m. Consequently in the first half of 2015, the Company has recognised an impairment of GBP3.0m against the carrying value of the licensed IP. In the second half year the remaining licensed IP will be de-recognised and the Company will recognise a contingent receivable in respect of pending royalty income from Imagination.

Marketing

Marketing-related intangible assets are defined as those assets that are primarily used in the marketing or promotion of products and services. The Frontier solutions are well known and preferred by a majority of the consumer electronic brands who specifically instruct their manufacturers to use Frontier modules and solutions in their audio systems.

Customer relationships

Customer-related intangible assets may consist of customer lists, order or production backlogs, customer contracts and relationships, and non-contractual customer relationships. Frontier has developed relationships with both consumer electronic brands and manufacturers. The customer relationship valuation captures the economic benefits of having these trading relationships.

7. Discontinued operations and non-current assets held for sale

The amounts presented in the statement of profit or loss under discontinued operations relate to the disposal of Sensium Healthcare and its subsidiaries, together with the closure of Frontier Microsystems. Sensium Healthcare was disposed of on 22 July 2016 and the decision to close Frontier Microsystems was taken on the same day. As disclosed in note 5, included within the loss from discontinued operations of GBP14,160,000 is a non-cash impairment charge of GBP9,447,000 in respect of goodwill and GBP4,713,000 being the loss recorded for the half year. Where costs are expected to be incurred in the second half year in respect of the discontinued businesses, a fair value estimate of that cost has been included in determining the loss from discontinued operations for the first half.

8. Trade and other receivables

 
                              Unaudited  Unaudited       Audited 
                                30 June    30 June   31 December 
                                   2016       2015          2015 
                                GBP'000    GBP'000       GBP'000 
 
Trade receivables                 4,909      2,992         4,061 
Other debtors                     2,057        807         1,341 
Prepayments and accrued 
 income                             336        997           940 
Trade and other receivables       7,302      4,796         6,342 
----------------------------  ---------  ---------  ------------ 
 

Trade and other receivables are usually due within 30 - 60 days and do not bear any effective interest rate.

The fair value of these short term financial assets is not individually determined as the carrying amount is a reasonable approximation of fair value.

9. Cash and cash equivalents

As at 30 June 2016, cash and cash equivalents attributable to the continuing business were GBP3.4 million, with a further GBP0.4 million disclosed on the Consolidated Statement of Financial Position under "Assets included in disposal group classified as held for sale".

10. Trade and other payables

 
                               Unaudited  Unaudited       Audited 
                                 30 June    30 June   31 December 
                                    2016       2015          2015 
                                 GBP'000    GBP'000       GBP'000 
 
Trade payables                     5,283      5,205         3,621 
Other payables                       490        468         1,459 
Accruals and deferred income       3,039      3,461         4,996 
Loan                               1,163          -         1,163 
Trade and other payables           9,975      9,134        11,239 
-----------------------------  ---------  ---------  ------------ 
 
 

The fair value of trade and other payables has not been disclosed as, due to their short duration, management considers the carrying amounts recognised in the balance sheet to be a reasonable approximation of their fair value.

11. Share capital

 
                                           Unaudited                       Audited 
                                             30 June      Unaudited    31 December 
                                                2016   30 June 2015           2015 
                                                 GBP            GBP            GBP 
Authorised 
4,000,000,000 ordinary shares of 
 0.25p                                    10,000,000     10,000,000     10,000,000 
 
Allotted, issued and fully paid        1,709,830,865  1,702,925,947  1,704,779,379 
GBP                                        4,274,577      4,257,315      4,261,948 
-------------------------------------  -------------  -------------  ------------- 
 
The movement in the number of shares 
 is as follows: 
                                                                         Number of 
                                                                          ordinary 
                                                                            shares 
 
At 1 January 2015                                                    1,677,866,400 
Shares issued                                                           25,059,547 
At 30 June 2015                                                      1,702,925,947 
Shares issued                                                            1,853,432 
                                                                     ------------- 
At 31 December 2015                                                  1,704,779,379 
Shares issued                                                            5,051,486 
At 30 June 2016                                                      1,709,830,865 
                                                                     ------------- 
 
 

All shares are equally eligible to receive dividends and the repayment of capital and represent equal votes at meetings of shareholders with the exception of 98,462,243 shares held jointly by the Employee Benefit Trust and participants for the purpose of the Company's joint share ownership plan in relation to which all voting rights have been waived.

Allotments

16 March 2016, 2,666,119 ordinary shares 0f 0.25p were issued in relation to the exercise of share options by employees.

29 March 2016, 1,000,699 ordinary shares 0f 0.25p were issued in relation to the exercise of share options by employees.

25 April 2016, 64,668 ordinary shares 0f 0.25p were issued in relation to the exercise of share options by employees.

3 May 2016, 1,320,000 ordinary shares 0f 0.25p were issued in relation to the exercise of share options by employees.

12. Post Balance Sheet Events

On 22 July 2016, the Group disposed of its healthcare subsidiaries for a consideration of GBP1.3m plus an ongoing royalty stream. In addition, also on 22 July 2016, the Group decided to close Frontier Microsystems its subsidiary working on next generation silicon for healthcare. Both the healthcare subsidiaries and Frontier Microsystem have been treated as discontinued business in the accounts for the six months to 30 June. As a result of these decisions an impairment charge of GBP9.4m has been taken in the profit and loss account.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR DQLFLQKFZBBX

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September 27, 2016 02:00 ET (06:00 GMT)

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