FST.L Regulatory News (FST)

21 April 2015

Toumaz Limited

Full year results

Toumaz Limited (AIM: TMZ, 'Toumaz', or 'the Group'), a pioneer in ultra-low power wireless semiconductor technology, has published its results for the year ended 31 December 2014.

Highlights

· Revenues up 19.5% to £26.2m (2013: £21.9m)

o Healthcare generated first significant revenues of £750,000 (2013: £60,000)

o Digital Audio revenues up 16.4% to £25.5m (2013: £21.9m) - up 23.3% at constant exchange rates 

· EBITDA loss £9.8m (2013: loss £9.4 million) - including R&D expenditure of £11.8m

· Group's cash balance was £12.5m (31 December 2014)

· Healthcare

o SensiumVitals® deployed in 16 hospitals in UK, US, France, Germany, Italy, Portugal and Australia (31 March 2015)

o US distribution rights regained

o Leading NHS hospital, Queen Elizabeth Hospital Birmingham announces trial to commence in May 2015 (see separate statement issued today)

· Digital Audio

o Digital radio unit shipments increased by 25.7% to 4.4m (2013: 3.5m)

o Connected audio next generation chip expected to ship Q4 2015

Anthony Sethill, CEO of Toumaz said:

"We have made good progress towards achieving success for our wireless solutions in Healthcare and Digital Audio.

"In Healthcare, by the end of March 2015, our system had been deployed in 16 hospitals in seven territories; and today we have announced an important new trial with the NHS at Queen Elizabeth Hospital Birmingham.

"Both lines of our Digital Audio have seen healthy revenue growth. We had significant design wins in connected audio; and in digital radio we have completed development of our 4th generation chip and achieved operating profitability.

"In the next two years, we expect to see a significant uplift in revenues. The Group is nearing the end of a period of significant R&D investment and therefore expects to deliver positive cash flow in the first half of 2016."

Enquiries:

Overview

In 2014, Toumaz made significant progress across both its Healthcare and Digital Audio businesses. The overall financial performance was in line with the Board's expectations. Full year revenues of £26.2m were up 19.5% - from £21.9m in 2013. Healthcare generated its first significant revenues of £750,000 (2013: £60,000) and Digital Audio revenues rose 16.4% to £25.5m (2013: £21.9m) - up 23.3% at constant exchange rates. 

The Group's EBITDA loss was only slightly higher at £9.8m (2013: loss £9.4 million), despite a £2.7m increase in R&D expenditure to £11.8m. The Group is still in a relatively heavy investment phase - R&D expenditure in 2014 was equivalent to 45% of revenues. This proportion is expected to reduce in 2015 and to be below 20% of sales from 2016. As at 31 December 2014, the Group's cash balance was £12.5m.

In Healthcare, the business saw the first hospital deployments of the SensiumVitals® system in the UK, US, Portugal and Australia - generating revenues of £750,000 in 2014. Since the year end, further deployments have taken place in Italy, France and Germany. As of 31 March 2015, SensiumVitals® has been deployed in 16 hospitals. Our focus now is to progress these trials into ongoing commercial contracts.

In March 2015, we terminated our SensiumVitals® distribution agreement in North America. In the short term, we are establishing a small US business development team to introduce SensiumVitals® to key accounts and work with senior management to shape the Group's long term strategy for the region. With this dedicated team being established, we are confident we can make strong inroads into this market.

In Digital Audio, revenues rose 16% on the back of strong market growth and a number of new design wins in connected audio and digital radio. At the same time as recording these encouraging financial results, we have established strong foundations from which to deliver sustainable long term growth. 

In digital radio, sales in Rest of World territories exceeded those in the UK for the first time. The Group's two major Digital Audio chip developments are progressing well. The fourth generation digital radio chip saw its first shipments at the end of 2014. This chip will provide a solid platform to maintain our market leadership position for the foreseeable future. 

In connected audio, our existing solutions are selling well and the Group's next generation connected audio chip is due to launch in the second half of 2015.

Current Trading and Outlook

We expect digital radio and connected audio sales to continue in line with recent trends. Whilst we remain confident about the prospects for Healthcare, the pace at which revenues ramp up is yet to be proven.

Research and development expenditure is expected to be broadly unchanged in 2015, before reducing in 2016. The Group's latest digital radio chip is close to completion, whilst significant expenditure is still required to complete the Group's new connected audio chip prior to launch in Q4 2015.

Overall the first two months of 2015 have seen a solid sales performance in Digital Audio and an encouraging number of hospitals starting to trial the SensiumVitals® system. With cash resources of £12.5 million, the Board is confident that the Group will continue to develop in line with its expectations.

Operational Review

Healthcare

In 2014, the Group saw the first deployment of its SensiumVitals® wireless vital signs monitoring system in hospitals in the UK, US, Australia and Portugal. Revenues of £750,000 were up from £60,000 in 2013. Significant deployments included Spire Healthcare's Montefiore Hospital in Brighton, UK, and Hurley Medical Center in Flint, Michigan.

The first installations, in a mix of general ward and emergency department settings, have demonstrated the ability of SensiumVitals® to detect early signs of patient deterioration - thereby improving patient care and delivering cost savings for healthcare providers.

These initial deployments have given the Group the opportunity to assess the system's performance in multiple, complex environments. Using this experience, we have made a number of enhancements to the system's functionality, performance and user interface and have received positive clinical feedback from customers trialling the system. The system has now been installed in 16 hospitals. 

Customer interest in SensiumVitals® is strong. Worldwide, the Group has a qualified pipeline of over 200 hospitals; and the system has been showcased by NHS England as a significant new technology - http://www.england.nhs.uk/wp-content/uploads/2014/12/tecs-sensium.pdf. Several UK NHS hospitals are expected to deploy the system in the next six months.

In the US, Sensium Healthcare has terminated its distribution agreement with Nant Health. The Group is now in the process of establishing its own business development team whose primary role will be to introduce the system to key accounts in the US. An experienced Business Development Director has been recruited to lead this process and help develop the most appropriate market entry strategy. Our experience, both in North America and Rest of World territories, highlights the importance of having a fully focused team to introduce SensiumVitals® to potential customers.

The Group is working in partnership with the University of Leicester on system enhancements for the next generation of SensiumVitals®. These developments will include the introduction of new SpO2 and blood pressure monitoring functionality.

Digital Audio

In 2014, Digital Audio revenues grew 16.4% to £25.5 million (2013: £21.9 million) - up 23.3% at constant exchange rates - with strong performances in both connected audio and digital radio. In connected audio, significant design wins for Frontier Silicon's multi-room technologies led to revenue growth of 15.1%; whilst, in digital radio, strong demand in Europe resulted in revenue growth of 17.0%.

Connected audio

The market for connected audio solutions is building quickly. Smartphones and tablets are increasingly acting as gateways to cloud-based music services; and wireless speakers based on Wi-Fi, rather than Bluetooth technologies, are growing in popularity. In the last year, Toumaz has leveraged its relationship with Spotify to secure design wins for its multi-room technology with Philips, Ruark and Harman Kardon.

The development of the Group's new chip is progressing well. The chip's specification has been revised to incorporate additional functionality. This has added development time and related costs to the chip programme. These extra costs will be incurred in 2015, but are expected to generate a significantly enhanced return in 2016 and 2017. 

Digital radio

In digital radio, the Group maintained its share in a market showing healthy growth with particularly strong performances in Norway (Digital Switchover expected in 2017) and Germany (the public broadcaster recently confirming its long term commitment to DAB+). The UK remains the Group's largest digital radio market and has recently announced the award of a second national commercial transmission network which will be on air in 2016. In 2014, sales in Rest of World territories exceeded those in the UK for the first time.

Prospects for further market growth, especially in Europe, appear positive. Norway and Germany are expected to see continued growth in 2015 - as is Switzerland, which has announced plans for Digital Switchover in 2020-24. In the UK, Government policy is strongly in favour of a digital future for radio - with DSO the long term objective. These more developed territories are now being followed by a new wave of markets, including Netherlands, Italy and France, where digital radio volumes are starting to gain momentum.

As a growing number of markets commit to Digital Switchover, a strong uplift in demand for automotive DAB convertors is expected. Toumaz with its range of automotive aftermarket solutions is well placed to address this opportunity.

Development of the Group's fourth generation digital radio chip is almost complete with first shipments of samples to customers in December 2014. The current cycle of major R&D investment in digital radio is due to complete shortly. This business line is then expected to generate significant positive cash flows.

FINANCIAL REVIEW

Revenue

Group revenue for the year increased from £21.9m to £26.2m, up 19.5%, due to significant growth in the Digital Audio division and a modest contribution from the Healthcare division. Overall Digital Audio unit shipments increased from 3.5m to 4.4m, up 25.7%, offset by declining average selling prices, partially attributable to exchange rate fluctuations. The Group makes most of its revenues in US dollars and then converts these dollar amounts into GBP, its functional reporting currency. Costs are split approximately 60% in USD and 40% in other currencies. A weak USD therefore has a negative impact on recorded GBP revenues.

The Healthcare division recorded revenues of £750,000 in the year, up from £60,000 in 2013.

Gross profit margin remained constant for the Group at 44.4% (2013: 44.4%). Given the relative decline in selling prices against volume noted above, this similar margin is brought about by a reduction in cost prices and product mix variances.

R&D

The Group continues to be in an investment phase in respect of digital radio and connected audio and Healthcare, spending over £11.8m on research and development in 2014 (2013: £9.1m), which is expensed through the profit and loss statement. 

It is expected that the digital radio business line will have a significantly reduced research and development spend from Q2 2015 onwards and will be in a cash generative position thereafter. Connected audio is expected to end its significant development phase in early 2016 but should have its new product range with customers at the end of 2015.

EBITDA

Group EBITDA loss (loss from continuing operations less depreciation, amortisation and impairment and share based payment costs) declined to £9.8m in 2014 (2013: loss £9.4m) due to the increased R&D spend recorded in the year.

Pre-tax loss

The Group reported a pre-tax loss of £13.5m for the year (2013: loss £13.3m) reflecting the fact that it is still in a developmental phase, which should start to drive further revenues from 2015 onwards.

Taxation

The Group has historically applied for and received tax credits in respect of its research and development expenditure. In 2014, the tax credits amounted to £1.2m (2013: £2.5m). It is expected that similar claims will be made in the future.

As at 31 December 2014, the Group has unutilised tax losses of £61m, which may be offset against future taxable profits. These losses are still to be agreed with the UK tax authorities. As there is uncertainty over the timing and quantum of their use in the foreseeable future a deferred tax asset has not been recognised.

Cash flow

Despite the reported losses, the Group has continued to maintain a very tight control of its cash resources. At the year-end the Group recorded £12.5m of cash and cash equivalents on the balance sheet (2013: £21.5m).

consolidated statement of comprehensive income

For the year ended 31 December 2014

consolidated statement of FINANCIAL POSITION

For the year ended 31 December 2014

consolidated CASHFLOW statement

For the year ended 31 December 2014

NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation

The Company was incorporated in the Cayman Islands which do not prescribe the adoption of any particular accounting framework. The Board has therefore adopted and complied with International Financial Reporting Standards as adopted by the European Union (IFRS). The Company's shares are listed on the AIM market of the London Stock Exchange. The principal accounting policies of the Group are set out below.

The financial information set out in the announcement does not constitute statutory accounts for the years ended 31 December 2014 and 31 December 2013. The financial information for the year ended 31 December 2014 is derived from the statutory accounts for that year, which will be delivered to shareholders shortly and were approved by the Directors on 20 April 2015. The auditors' report on those accounts was unqualified.

2. Revenue, Loss Before Taxation And Segmental Information

Revenue and loss before taxation are attributable to the principal activities of the Group. 

The loss before taxation is stated after charging:

Revenue by geographic location

Assets and liabilities by geographic location

Segmental information

As described under Segmental Reporting in the Principal Accounting Policies, Management currently identifies three divisions as operating segments.

Included in revenues in the Digital Audio segment for the year ended 31 December 2014 are revenues of £3.7m from the largest customer and £2.1m from its second largest customer and £1.7m from its third largest customer. Together these represent 34% of the reported divisional revenue for the year and 29% of the total Group revenue for the year.

3. Impairment

During the year the Board has reviewed the carrying value of its intangible assets as required by IAS38. As a result of this review the Board decided that no impairment was required during the year.

4. Loss Per Share

The calculation of the basic loss per share of 0.74p (2013: 0.88p) is based on the loss after tax of £12.2m (2013: £10.8m) divided by the weighted average number of ordinary shares in issue during the year of 1,660,220,043 (2013: 1,225,760,858).

Due to the losses incurred the impact of the share options and other deferred shares is anti-dilutive. As such the diluted earnings per share equals the ordinary earnings per share.

5. Goodwill

Goodwill relating to Sensium Healthcare results from the acquisition of Sensium Healthcare Limited on 3 November 2005. Goodwill relating to Frontier Silicon results from the acquisition of the Frontier Silicon Group on 20 August 2012.

There is considerable cross over and exchange of knowledge, intellectual property and the application and use of products between the cash generating units. The expertise and know-how of the Group as a whole provides a platform for all of its products. The customer access, supply chain and technical knowhow acquired with Frontier will be used across the Group.

All principal operating divisions incurred losses in the year ended 31 December 2014, which is an indicator of impairment. The Directors have tested the aggregate recoverable value of goodwill, specific intellectual property, and licence & development fees for impairment in accordance with the Group's accounting policy of testing annually for impairment. Recoverable value is assessed by value in use. The Directors, in assessing the recoverability of the remaining amount have considered the technical feasibility of the technology and the opportunities for commercial exploitation, including the position with the current commercial relationships.

To determine the value in use, the Directors have produced detailed monthly profit and loss and cash flow forecasts for the five years up to December 2019. A five year forecast period is considered reasonable for the markets that the Company addresses, particularly given the stage of development of the Group's products and the expected life of new technologies as explained further below.

The Chief Executive's Statement on pages 3 to 7 provides a summary of the Group's expectations for each division, together with an overview of the relevant markets. Below we have summarised the key judgements in relation to the individual impairment reviews.

Sensium Healthcare

The growth rates of revenue for Sensium Healthcare used in the projections are significantly higher than may be expected from normal inflationary rises. These are based on the Directors' considered estimates of the developing market and include estimates of both the likely volume and individual value of sales. The introduction of new and untested "disruptive technology" into the market whilst allowing for large potential revenues also exposes the Group to the risk that costly developments will take longer than planned or not achieve the forecast financial returns. Should these estimates not be achieved there is a risk these assets will be impaired.

Consistent with 2013, a discount rate of 18% has been applied to the aggregate results of the forecast. The Directors considered the applicability of a discount rate of 20% and are satisfied that even if that rate were to be applied, the carrying value of the Healthcare goodwill is justified. In assessing the future cash flows of the division, the Directors have looked at a 5 year forward view and then made a terminal value assessment at the end of 2019 assuming no further sales and cost growth. 

The key assumptions with regard to the revenues and profitability of the cash generating units used in testing the aggregate recoverable value of goodwill, specific intellectual property, and licence & development fees for impairment are as follows:

• The life cycle of any product introduced into the Healthcare market will be in the order of 3 to 10 years whilst it is first being tested, then gaining adoption and finally being fully rolled out. Revenues were recorded in 2013 and are expected to increase over the remainder of the planning horizon based on expectations of sales volumes and price.

• The forecast model is built on the Directors' best estimates of addressable market and the Company's resultant share of that market. In determining these estimates the company commissioned independent third party research which provided insight into the global hospital environment, potential competitive threats and the expected growth in the market over the expected life cycle of the company's products. Across a number of third party studies the markets that SensiumVitals® will address are expected to grow by a factor of 3-5 times over the next 3 years.

• Further products, based on the SensiumVitals® system and related technology, are forecast.

Digital radio and connected audio - Frontier Silicon

The intangible assets of Frontier Silicon were independently valued in 2012 as part of the acquisition accounting. The difference between the fair value of the net assets and the fair value of the consideration has been treated as goodwill.

Whilst Frontier has continued to make losses post-acquisition, primarily as a result of R&D spend, this is in line with the forecasts at the time of the acquisition and therefore the Directors consider the Goodwill arising on consolidation as still valid and no impairment has occurred since acquisition.

The Directors have reviewed the carrying value of these assets in light of their forecasts of revenues and profitability for this business sector. As with the healthcare division, a discount rate of 18% was applied to future cash flows with a rate of 20% used as a stress test. Under both scenarios, the carrying value of the intangible assets could be supported.

In assessing the future cash flows of the division, the Directors have looked at a 5 year forward view and then made a terminal value assessment at the end of 2019 assuming no further sales and cost growth. This is based on the life cycle of the connected audio and digital radio products, where certain existing models are reaching end of life, and new models have 12 to 24 months development ahead of them before a useful sales life of 5-6 years depending on future product enhancements. The Directors expect the market for digital radio to keep expanding at its current rate and for the company to maintain its market share. In connected audio the Directors expect the market to expand significantly as Wi-Fi enabled speakers with much enhanced functionality really take hold. The forecast demonstrates that even a relatively small market share could lead to revenue growth rates significantly ahead of more mature markets. As with Healthcare, this opportunity does not come without risk.

The key judgements applied by the Directors in the forecasts are in relation to sales price volumes and margins. The forecast model is built on the Directors' best estimates of the addressable market and the Company's resultant share of that market. In determining these estimates the Directors have considered information and trends from existing markets and their expectations for emerging markets in order to develop an assessment of both future sales volumes and prices. The Directors believe the underlying assumptions to be reasonable but are aware that there are significant competitive risks which would be magnified by delays to key programmes and therefore growth rates may not be achieved or margins could be compromised. Should the underlying estimates not be achieved there is a risk these assets will be impaired.

6. Other Intangible Assets

Intellectual property

Intellectual property at 1 January 2013 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

At 1 January 2012 licence and development fees related to an agreement, dated 14 May 2009, with Imagination Technologies Group plc to licence a next generation communication and digital radio multimedia IP platform. The consideration for the licence 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. The additions in the year 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.

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.

Impairment reviews

The Directors have tested all intangible assets for impairment in conjunction with their testing for goodwill, in accordance with the Group's accounting policy.

7. Annual reports and accounts

The Annual Report and Accounts for 2014 will be posted to Shareholders on 27 April 2015 and will also be available free of charge on request from the Group's registered office, 4th Floor, 137 Euston Road, London NW1 2AA and on the Group's website at www.toumaz.com.

8. Notice of Annual General Meeting

Notice is given that the Annual General Meeting of the members of Toumaz Ltd will be held at Instinctif Partners, 65 Gresham Street, London, EC2V 7NQ on the 28 May 2015.