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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: Toumaz +44 (0)1235 438950 Anthony Sethill, Chief Executive Officer finnCap +44 (0)20 7600 1658 Geoff Nash / Henrik Persson (Corporate Finance) Brian Patient (Corporate Broking) College Hill +44 (0)20 7457 2020 Adrian Duffield/Rozi Morris About Toumaz (www.toumazltd.com)

Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

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Page 1: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

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:

Toumaz +44 (0)1235 438950

Anthony Sethill, Chief Executive Officer

finnCap +44 (0)20 7600 1658

Geoff Nash / Henrik Persson (Corporate Finance)

Brian Patient (Corporate Broking)

College Hill +44 (0)20 7457 2020

Adrian Duffield/Rozi Morris

About Toumaz (www.toumazltd.com)

Page 2: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

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.

Page 3: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

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

Page 4: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

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.

Page 5: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

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.

Pro-forma Group 6 months ended 30 June 2012 (£ million)

6 months ended 30 June 2011 (£ million)

Toumaz 0.8 0.7

Frontier 9.6 9.4

Total revenue 10.4 10.1

Toumaz (4.9) (3.5)

Frontier (2.2) (0.6)

Total loss before tax (7.1) (4.1)

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

Page 6: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

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.

Page 7: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

Statement of Comprehensive Income

for the period ended 30 June 2012

Unaudited Unaudited Audited

Six months Six months Year

ended Ended ended

Note 30 June 2012 30 June 2011 31 December 2012 £'000 £'000 £'000

Revenue 846 690 2,309 Cost of sales (608) (642) (1,492)

Gross profit 238 48 817

Administrative expenses -

amortisation of intangible assets (710) (710) (1,421) Administrative expenses - other (4,497) (2,840) (6,746)

Total administrative expenses (5,207) (3,550) (8,167)

Loss from continuing operations (4,969) (3,502) (7,350) Finance income 29 4 6

Loss before taxation (4,940) (3,498) (7,344)

Taxation - 230 617

(4,940) (3,268) (6,727)

Other comprehensive (expense)/income

Exchange differences on translating foreign operations (7) 17 (52)

Other comprehensive

income/(expense) (7) 17 (52)

Total comprehensive loss for the period (4,947) (3,251) (6,779)

Basic and diluted loss per share

attributable to owners of the parent 3 (0.59)p (0.53)p (1.06)p

Unaudited Unaudited Audited Six months Six months Year

ended ended ended

30 June 2012 30 June 2011 31 December 2012 £'000 £'000 £'000

Loss for year attributable to :

Non-controlling interest Owners of the parent

(461) (4,479)

- (3,268)

(125) (6,602)

(4,940) (3,268) (6,727)

Unaudited Unaudited Audited

Six months Six months Year

ended ended ended

30 June 2012 30 June 2011 31 December 2012 £'000 £'000 £'000

Total comprehensive loss for the year attributable to ::

Non-controlling interest Owners of the parent

(461) (4,486)

- (3,251

(125) (6,654)

(4,947) (3,251) (6,779)

Page 8: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

Consolidated Statement of Financial Position

at 30 June 2012

Note Unaudited

30 June 2012

Unaudited

30 June 2011

Audited

31 December 2011 Assets £'000 £'000 £'000

Non-current assets

Goodwill 4 16,533 16,533 16,533 Other intangible assets 5 5,927 6,096 6,637

Property, plant and equipment 148 170 152 Interest in associates 11 - 11

22,619 22,799 23,333

Other non-current assets 1,318 - 1,434

Current assets Inventories 493 385 335

Tax receivable 618 230 618 Trade and other receivables 6 860 469 2,017

Cash and cash equivalents 9,365 3,369 2,174

Total current assets 11,336 4,453 5,144

Total assets 35,273 27,252 29,911

Liabilities Current liabilities

Trade and other payables 7 944 686 1,847

Total liabilities 944 686 1,847

Equity

Share capital 8 2,039 1,574 1,574

Share premium 66,985 51,263 51,263

Share based payment reserve 1,882 1,831 1,857 Retained earnings (36,577) (28,102) (31,505)

Reserves attributable to owners of the parent

Non-controlling interest

34,329

26,566

-

23,189

4,875

Total equity 34,329 26,566 28,064

Total equity and liabilities 35,273 27,252 29,911

Page 9: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

Consolidated Statement of Changes in Equity

for the period ended 30 June 2012

Share

capital

Share Premium

account

Share Based

payment

Retained

earnings

Non-controlling

interest

Total

equity

£'000 £'000 £'000 £'000 £'000 £'000

At 1 January 2012 1,574 51,263 1,857 (31,505) 4,875 28,064

Share-based payments - - 25 - 25

Issue of share capital 322 10,919 - - 11,241

Non-controlling

interest – acquisition of non-controlling

interest through issue

of equity in parent 143 4,857 - (586)

(4,414) - Costs of share issue - (54) - - (54)

Transactions with

owners 465 15,722 25 (586) (4,414) 11,212

Loss for the period - - - (4,479) (461) (4,940)

Other

comprehensive

income

Exchange differences

on translating foreign

operations - - - (7) - (7)

Total

comprehensive loss - - - (4,486) (461) (4,947)

Balance at 30 June

2012 2,039 66,985 1,882 (36,577) - 34,329

Share capital

Share

Premium account

Share

Based payment

Retained earnings

Non-

controlling interest

Total equity

£'000 £'000 £'000 £'000 £'000 £'000

Balance at 1 January 2011 1,484 48,463 1,805 (24,851)

- 26,901

Share-based

payments - - 26 - - 26 Issue of share capital

90 3,072 - - - 3,162

Costs of share issue - (272) - - - (272)

Transactions with owners 90 2,800 26 -

- 2,916

Loss for the period - - - (3,268) - (3,268)

Other comprehensive

income - Exchange differences

on translating foreign - - - 17 - 17

Page 10: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

operations

Total

comprehensive loss - - - (3,251) - (3,251)

Balance at 30 June 2011 1,574 51,263 1,831 (28,102) - 26,566

Share capital

Share

Premium account

Share

Based payment

Retained earnings

Non-

controlling interest

Total equity

£'000 £'000 £'000 £'000 £'000 £'000

Balance at 1

January 2011 1,484 48,463 1,805 (24,851)

- 26,901

Share-based payments - - 52 - 52

Issue of share capital 90 3,072 - - - 3,162 Non-controlling

interest-investment in

subsidiary - - - - 5,000 5,000 Costs of share

issue - (272) - -

-

(272)

Transactions

with owners 90 2,800 52 - 5,000 7,942

Loss for the period - - - (6,602)

(125) (6,727)

Other comprehensive

income - - - - - - Exchange

differences on translating

foreign

operations - - - (52) - (52)

Total

comprehensive

loss - - - (6,654) (125) (6,779)

Balance at 31

December 2011

1,574 51,263 1,857 (31,505) 4,875 28,064

Page 11: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

Consolidated Cash Flow Statement

For the period ended 30 June 2012

Unaudited

Six months ended

30 June 2012

Unaudited

Six months ended

30 June 2011

Audited

Year ended 31 December

2011

£'000 £'000 £'000 Cash flows from operating activities

Loss before taxation (4,940) (3,498) (7,344) Amortisation 710 710 1,421

Depreciation 51 56 101

Share based payments 25 26 52 Interest received (29) (4) (6)

Increase in inventories (158) (264) (214) Decrease/(increase) in trade and other

receivables 1,273 121 (1,115) Debtor- investment in subsidiary - - 500

Decrease/(increase)in trade and other

payables (903) (288) 875 Foreign exchange reserve movements (7) 17 (52)

Tax refund - 683 682 Non cash flow movement in respect of

associates - - (11)

Net cash outflow from operating activities (3,978) (2,441) (5,111)

Cash flow from investing activities

Purchase of property, plant and equipment (47) (12) (39) Interest received 29 4 6

Cash from non-controlling parties – investment in subsidiary - - 1,500

Net cash used in investing activities (18) (8) 1,467

Cash flow from financing activities

Proceeds from issue of share capital 11,241 3,162 3,162 Share issue costs (54) (272) (272)

Net cash inflow from financing activities 11,187 2,890 2,890

Net change in cash and cash

equivalents 7,191 441 (754)

Cash and cash equivalents at beginning of period 2,174 2,928 2,928

Cash and cash equivalents at end of

period 9,365 3,369 2,174

Page 12: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

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.

Basic loss per share

Unaudited

Six months

ended 30 June 2012

Unaudited

Six months

ended 30 June 2011

Audited

Year ended

31 December 2011

Loss for the period attributable to equity shareholders £4,479,000 £3,268,000 £6,602,000

Weighted average number of 0.25p ordinary shares 756,252,005 616,713,353

624,072,722

(Loss) per share - basic and diluted (0.59)p (0.53)p (1.06)p

Page 13: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

4. Goodwill

Toumaz

Healthcare Toumaz

Microsystems Total

£'000 £'000 £'000 Cost

At 1 January 2011 10,582 5,951 16,533

Additions - - -

At 30 June 2011 10,582 5,951 16,533 Additions - - -

At 31 December 2011 and 30 June 2012 10,582 5,951 16,533

Impairment

At 1 January 2011 - - -

Charge in period - - -

At 30 June 2011 - - -

Charge in period - - -

At 31 December 2011 and 30 June 2012 - - -

Net book amount at 30 June 2011, 31 December

2011 and 30 June 2012 10,582 5,951 16,533

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

Licence &

development fees Total £'000 £'000 £'000

Cost At 1 January 2011 6,806 4,243 11,049

Additions - - -

At 30 June 2011 6,806 4,243 11,049

Additions - 1,252 1,252

At 31 December 2011 and 30 June 2012 6,806 5,495 12,301

Amortisation

At 1 January 2011 3,403 840 4,243

Charge in period 445 265 710

At 30 June 2011 3,848 1,105 4,953

Charge period 446 265 711

At 31 December 2011 4,294 1,370 5,664

Charge period 445 265 710

At 30 June 2012 4,739 1,635 6,374

-

Net book amount at 30 June 2012 2,067 3,860 5,927

Net Book amount at 30 June 2011 2,958 3,138 6,096

Net book amount at 31 December 2011 2,512 4,125 6,637

Page 14: Toumaz Limited - Frontier Smart HY...The Group’s silicon and software roadmap will deliver key solutions for each of its target markets in professional healthcare, consumer sport

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

Unaudited

30 June 2012 Unaudited

30 June 2011 Audited

31 December 2011

£'000 £'000 £'000

Trade receivables 246 253 353

Other debtors 93 52 1,183 Prepayments and accrued income 521 164 481

Trade and other receivables, net 860 469 2,017

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

Unaudited

30 June 2012 Unaudited

30 June 2011 Audited

31 December 2011

£'000 £'000 £'000

Trade payables 489 278 960 Other payables 109 119 323

Accruals and deferred income 346 289 564

Trade and other payables 944 686 1,847

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.

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8. Share capital

Unaudited

30 June 2012 Unaudited

30 June 2011 Audited

31 December 2011

£'000 £'000 £'000 Authorised

4,000,000,000 ordinary shares of 0.25p 10,000 10,000 10,000

Allotted, issued and fully paid 815,460,846 629,437,868 629,437,868

£’000 2,039 1,574 1,574

The movement in the number of shares is as follows:

Number of ordinary shares

At 1 January 2011 593,624,726

Shares issued 35,813,142

At 30 June 2011 629,437,868 Shares issued -

At 31 December 2011 629,437,868

Shares issued

186,022,978

At 30 June 2012 815,460,846

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 Technolgies 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.