Half Year Results

21 September 2012

Toumaz Limited

Half year results

Toumaz Limited (AIM: TMZ, 'Toumaz', or 'the Group'), a pioneer in low cost, ultra-low power wireless communications technology, announces its half year results for the six months ended 30 June 2012.

Highlights

·; SensiumVitals disposable digital plaster on track to go live with patients at Los Angeles hospital in October 2012

·; Transformational acquisition of Frontier Silicon (Holdings) Limited ('Frontier'), in July 2012 for £32.2m

- integration already well underway

·; Xenif, the multimedia and wireless connectivity chip,continues to gain traction in connected audio and wireless speaker products

·; Product roadmap rationalised to focus on key areas of growth

·; Growth of DAB digital radio shipments fuelled by German DAB+ launch and increased number of end-brand products using Frontier technology

·; Cash - post fundraising and acquisition at £17.3m (31 August 2012). 30 June 2012: £9.4m

Anthony Sethill, Chief Executive of Toumaz, commented,

"Our professional healthcare business has made especially good progress over the last six months where we have successfully managed the challenges of deploying disruptive, new technology in a hospital. We are now very close to using our SensiumVitals digital plaster on patients in a live environment.

"Following our acquisition of Frontier, we are now working to exploit the strengths and opportunities of both businesses as we are well positioned to commercially benefit from our technologies in a number of high growth wireless and broadcast technology markets.

"The enlarged Group is already the global leader in digital radio solutions, having shipped over 17 million chip sets to date. With our efforts refocused on key areas of growth, we are confident we will become a significant total solution provider for the wireless communications market."

Enquiries:

About Toumaz (www.toumazltd.com)

Toumaz has established itself as a pioneer in low cost, ultra-low power wireless technologies for a wide range of markets including medical monitoring and internet connected consumer devices. The recent acquisition of Frontier brings operational scale and expertise together with a leadership position in digital and networked audio markets. The Group will combine its strong technology base with the commercial scale of Frontier to exploit two key wireless technology sectors:

·; Professional healthcare solutions

·; Consumer semiconductors in digital audio and sport & health markets

Targeting the professional healthcare market, Toumaz's ultra-low power sensor platform, Sensium™, is a leader in real-time wireless monitoring of the body's vital signs with the potential to transform medical monitoring and reduce the cost of healthcare. For healthcare professionals, this creates new opportunities for pro-active monitoring and improved quality of care. For patients, it delivers new opportunities for personalised healthcare.

Toumaz plans to transfer its Sensium™ technology to the consumer sports and health market, where its advanced measurement algorithms and low energy solutions give it a competitive advantage.

Toumaz is also using its expertise to design devices for wireless connectivity and internet-connected consumer products. The strong relationship with Imagination Technologies gives Toumaz access to key technologies to exploit the high growth Network Audio market which is underpinned by the shift from physical media to cloud based music access and storage. The acquisition of Frontier has further enhanced the Group's technology portfolio in Network Audio and elevates Toumaz to a market leadership position in this and the digital radio markets. The Group now supplies multimedia/FM/DAB chips and modules to all major audio brands.

Toumaz is an AIM listed company (AIM: TMZ) with development centres in Oxford and Cambridge in the UK and in Hong Kong and in Shenzhen in the People's Republic of China.

Overview

The first half of 2012 saw several important developments including the appointment of a new Chief Executive, restructuring the operational make-up of the Group, and a fundraise of £11.2m to be invested in the Group's fabless technologies. Shortly after the period end, the Group announced a second substantial fundraising of £29.25m to support the acquisition of Frontier.

Toumaz has made a strategic decision to focus on its key growth areas of professional healthcare, consumer sport and health and digital audio.

Progress continues with the Group's Sensium professional health wireless monitoring product, SensiumVitals. The final stage of installing the solution is now underway at a Los Angeles hospital, and the SensiumVitals digital plaster is about to be used on live patients. Further information on this programme is set out below.

£11.2m was raised in February 2012 to support the Group's development. A further £29.25m was raised in July 2012 to fund the acquisition of Frontier.

In August 2012, the Group completed its acquisition of Frontier for a maximum consideration of up to £32.2m. Frontier is the market-leading supplier of digital radio chips and modules to global consumer electronic brands, and a leader in internet-connected and streaming audio.

There is a strong technological alignment of Toumaz's healthcare, radio and wireless chip technologies and Frontier's expertise in semiconductor, module and software systems, which will be integrated to create a genuine total solution wireless provider. Toumaz also has the opportunity to exploit Frontier's established commercial infrastructure and sales and marketing expertise.

Frontier brings important electronic engineering resource to the Group with R&D centres in the UK, Hong Kong and China and a strong customer base which includes Sony, Philips, Panasonic, Bose and Sirius XM.

To date, Frontier has shipped over 17 million solutions and its market channels, customer relationships and supply chain expertise will benefit the Group as it scales up in all its target markets. Toumaz's silicon expertise will bring significant benefits to Frontier by giving the business greater control over its own IP. The Group's silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport and health and digital audio.

The proprietary Telran low power radio is now being replaced by a new chip based upon the IEEE 802.15.6 Body Area Networks standard which went live last quarter. This is an important development for Toumaz since key aspects of Telran will form the basis of this new ultra low power wireless healthcare standard, giving Toumaz a head start over competitors. As a consequence of the move to the new open standard, a decision was taken to discontinue the existing proprietary Telran product.

The integration of Frontier is now well underway and this is already producing cost and operational efficiencies across the group.

Operational Review

Professional healthcare

Preparations for the initial launch of the SensiumVitals disposable digital plaster system are at an advanced stage at a hospital in Los Angeles. The SensiumVitals server and access points are currently being installed and training of caregivers is underway. The SensiumVitals digital plasters will be used on patients once system installation and nurse training is completed. Toumaz US, the Joint Venture in which Toumaz Limited has a 20% stake, continues to focus on commercialising and distributing SensiumVitals.

The commencement of a pilot of the SensiumVitals digital plaster system represents a considerable achievement and milestone. This technology is very innovative but also disrupts traditional working practices in a hospital and the preparation for the pilot highlighted the challenges of dealing with complex administrative processes. Although this delayed the start of this first pilot, these issues have been successfully handled and have gone a long way toward establishing a useful blueprint for future pilots and commercial implementations. The Group expects the final procedural hurdles to have been cleared and the pilot on live patients to start next month. This pilot is an important milestone towards the commercialisation of the SensiumVitals system.

The market for monitoring in hospitals remains strong - recent recommendations by the Royal College of Physicians acknowledges that a frequent and effective early warning scores system based on patient vital signs can help considerably in delivering timely care to patients. Nurses and nursing aides who are responsible for monitoring patient vital signs on the general floors of hospitals often have difficulty obtaining reliable vital sign readings, particularly when patients are sleeping. The technology offered by Toumaz is extremely well positioned to help improve patient safety and reduce the cost of care to hospitals.

Beyond the market for inpatient monitoring at a hospital, the SensiumVitals technology has widespread monitoring applications in other global healthcare segments including outpatients (in the home) and care homes. The combination of inpatient, outpatient and care home sectors across the USA, Europe and Asia represents a very significant market opportunity for Toumaz's SensiumVitals technology.

Consumer sports and health

Substantial progress has been made in the development of Sensium 2, a Bluetooth low energy system on chip targeting the consumer sports and health wireless monitoring market. Sports and health is one of the key target markets for Bluetooth low energy, where it is replacing a number of incompatible proprietary standards. With this technology now becoming a standard feature in most smartphones and tablets and the wide availability of smartphone apps, the market for Bluetooth low energy enabled sport and health sensors is expected to show strong growth.

The Sensium 2 solution will be optimised for ultra-low power giving maximum battery life, typically in excess of one year. Unique sport and health algorithms developed by Toumaz and leveraging the Group's work on its digital plaster technology, offer improved accuracy and near real time information about cardiac, respiratory and muscular systems.

Sensium 2 will be used inside sport and health products such as heart rate monitors, foot pods and sports watches or cycle computers. The channel development expertise within Frontier, especially in Asia, will help accelerate the commercial development of this technology in 2013.

Digital audio

Working in partnership with Imagination Technologies, the Group is developing an end-to-end solution for the rapidly growing network audio market. This solution will encompass a product, in chip or module form, with a cloud-based music service. The technology will be designed into end products such as wireless speakers and smartphone docks and exploits a market opportunity created by the rapid shift from physical media towards cloud-based music access and storage.

Frontier is already one of the leading technology suppliers in this market and its established sales channels and customer relationships will be a major asset in the commercial exploitation of the Group's technologies in this area.

The acquisition of Frontier also gives Toumaz a leading market position in digital radio. The first six months of this year have seen the continued development of a new digital radio chip that will address multiple standards in multiple geographies at a very low cost. This chip uses key IP supplied by Imagination Technologies and Toumaz.

The market for digital radio continues to grow. In July this year, the BBC and UK commercial radio stations signed an agreement on the next phase of the infrastructure roll-out for local digital radio broadcasting.

In Germany, digital radio promotion is about to increase significantly with the key public broadcaster in Germany, ARD, investing heavily in advertising digital radio. This will be the first major consumer marketing campaign since the launch of DAB+ in Germany in August last year.

Frontier Silicon

Frontier has continued to lead the DAB / DAB+ market in 2012 and its combined digital radio and network audio revenues to 30 June 2012 were £9.6m. Unit shipments have grown by 17% year-on-year with Frontier growing its already high market share. With continued expansion in existing digital audio markets and a number of new digital radio markets emerging, such as Germany, the prospects for growth are strong.

A loss of £2.2m in January to June 2012 reflected increased sales and marketing investment targeted at the growing German market and higher R&D investment in the development of the next generation digital radio chip. As part of Toumaz, Frontier will continue its leadership of the digital radio market as it expands into new territories and penetrates new product categories.

Frontier was acquired on 20 August 2012. Its results are therefore not consolidated in the Group's Interim Statements.

Financial Review

For the six months to June 2012 revenues were £0.85m (H1 2011: £0.70m). Of this, development fees from Toumaz US for the SensiumVitals plaster amounted to £0.35m while sale of chips, mostly Xenif, were £0.5m. Sales of Xenif chips to the Group's strategic partner were above expectations due to a higher number of end products using Xenif.

Total R&D costs as expected increased to £2.14m (H1 2011: £1.3m) due to development work on the next generation Sensium 2 solution, along with the costs of the hospital launch of the SensiumVitals plaster.

Sales, marketing and general admin increased from £1.48m in H1 2011 to £1.76m.

The loss before tax was £4.94m and includes a non-cash bad debt provision of £0.53m relating to an unpaid license. This compares to a total loss of £3.27m for the same period last year. The decision to discontinue the existing Telran product is not expected to have a material financial impact.

Fund raising and cash

In February 2012, Toumaz raised £11.2m from the issue of 128m shares to new and existing institutional shareholders at a price of 8.75p per share. Furthermore, Toumaz acquired from Imagination Technologies its shareholding of 25% in Toumaz Microsystems against the issue of 57,142,857 Group shares at the same price per share of 8.75p.

The Group's cash position at 30 June 2012 was £9.4m.

Pro-forma

On a pro-forma basis, the revenues for the Group in the first six months were £10.4m with a loss before tax of £7.1m - see below.

Post balance sheet events

On 3 July 2012 the Group announced the acquisition of Frontier and the conditional placing of 285.6m shares at 10.25p per share. The total consideration for Frontier was £32.3m part of which is subject to achieving revenue targets in 2012 and 2013. Payment terms included both cash and Toumaz shares.

The share issue raised £29.25m from new and existing institutional shareholders at a price per share of 10.25p representing 285.6m shares. The acquisition was completed on 20 August 2012.

Initial consideration amounted to £27.1m with deferred consideration of £5.2m. The initial consideration was settled by cash payment to Frontier's shareholders of £24.7m and £2.4m in Toumaz shares. The deferred consideration is dependent on revenue performance in 2012 and 2013.

The total number of placing shares and consideration shares was 317,051,951 resulting in a total number of issued shares following completion of 1,132,512,797.

The Group's cash position at 31 August was £17.3m.

Current trading and outlook

Trading for the half year has been encouraging. Strong progress was made in the professional healthcare business and the use of the SensiumVitals digital plaster on live patients is expected to start within the next month. Shipments of digital audio solutions also grew and substantial progress was made in key chips developments for the digital radio and consumer sport and health markets.

The enlarged Group is now capable of addressing target high growth markets and its refocused silicon and software roadmap will deliver these key solutions as Toumaz continues its progress towards becoming the market leader in complete wireless platforms.

Statement of Comprehensive Incomefor the period ended 30 June 2012

Consolidated Statement of Financial Positionat 30 June 2012

Consolidated Statement of Changes in Equityfor the period ended 30 June 2012 

Consolidated Cash Flow Statement

For the period ended 30 June 2012

Notes to the Interim Report

For the period ended 30 June 2012

1. Nature of operations and general information

Toumaz Limited and subsidiaries' ('the Group') principal activity is that of commercial exploitation of ultra-low power wireless infrastructure technologies with commercial propositions for the healthcare and electronic sectors.

Toumaz Limited is the Group's ultimate parent company. It is incorporated the Cayman Islands. The address of Toumaz Limited's registered office is Walker House, Mary Street, PO Box 908 GT 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 (£), 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 2011 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 2012. 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 2011.

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 2011.

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

3. 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.

4. Goodwill

Toumaz Healthcare

Goodwill relating to Toumaz Healthcare results from the acquisition of Toumaz Healthcare Limited (formerly Toumaz UK Limited ) on 3 November 2005.

Toumaz Microsystems

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

5. Other intangible assets

Intellectual property

Intellectual property at 1 January 2011 relates to the valuation of beneficial licence agreements, trade names and customer relationships in Toumaz Healthcare and Toumaz Mocrosystems at the date of their original acquisition. The remaining life of the Toumaz Healthcare asset is approximately three years and for Toumaz Microsystems between five and nine years.

Licence & development fees

At 1 January 2011 licence & development fees related to an agreement, dated 14 May 2009, with Imagination Technologies Group plc to license a next generation communication and digital radio multimedia IP platform. The consideration for the license deal consisted of a number of payments scheduled over the duration of the Group's development projects. The remaining life of this asset is five years.

On 30 December 2011, consequent on the signing of the Shareholder's Agreement between Toumaz Healthcare Ltd and Imagination Technologies Group plc relating to the joint investment in the newly formed company Toumaz Microsystems Limited. Imagination Technologies Group plc granted an additional licence for the exploitation of key Imagination technology. The technology licensed is essential to the future development of the new generation of wireless chips. The licence has been granted in perpetuity and will not be amortised. It will however be subject to an annual impairment review.

6. Trade and other receivables

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.

7. Trade and other payables

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.

8. Share capital

All shares are equally eligible to receive dividends and the repayment of capital and represent equal votes at meetings of shareholders.

Allotments

On 13 February 2012 the Group announced it had raised £11.2m through a placing of 128,000,001 new ordinary shares of 0.25p with institutional investors each at a price of 8.75p per share. These shares were admitted to trading on the Alternative Investment Market (AIM) of the London Stock Exchange on 16 February 2012.

On 24 March 2012 employee share options were exercised resulting in the issue of 880,120 new ordinary shares of 0.25p at an average of 4.68p per share.

On 26 March 2012 a further 57,142,857 new Ordinary Shares were admitted to trading on the Alternative Investment Market (AIM) of the London Stock Exchange following the simplification of the ownership structure of Toumaz Microsystems. Imagination Technologies Group plc 's 25% holding in Toumaz Microsystems was exchanged for 57,142,857 new Ordinary Shares of Toumaz Limited at 8.75p per share.