TIDMHIW

RNS Number : 3680E

Hiwave Technologies PLC

30 May 2012

For Immediate Release

30 May 2012

HIWAVE TECHNOLOGIES PLC

INTERIM RESULTS FOR THE SIX MONTHS

ENDED 31 MARCH 2012

HiWave Technologies plc ("HiWave" or the "Company") today announces its unaudited results for its six-month period ended 31 March 2012. HiWave develops and sells electronic components, sub-assemblies and devices which utilise innovative sound and touch technologies to product manufacturers worldwide.

Financial Overview:

-- HiWave achieved 17 design wins in 2012 (2011:3) giving greater visibility of future revenue streams

-- Turnover of GBP0.6m (2011: GBP1.0m), decline due in large part to transition to component sales business model

-- Component sales GBP0.27m (2011: GBP0.31m)

-- Orders taken GBP0.20m (2011: GBP0.33m)

-- Cash reserves of GBP2.1m (2011: GBP4.9m) increased use of cash relates to IP activity, and development projects

Operational Overview:

-- David Calderwood has been appointed as Chairman with immediate effect

-- Significant milestone achieved of gaining control of HiWave's IP, unwinding of restrictive licensing agreements

-- 10 patents filed for Haptics, Touch and Personal Audio business

-- First phase of restructuring and repositioning of the business largely completed

James Lewis, Chief Executive Officer of HiWave said:

"HiWave has made good progress in the period achieving a significant number of design wins, by strengthening the IP portfolio through new filings and regaining rights to fully exploit our technology - a major milestone for the business. Looking ahead, we recognise that in the current economic climate, many potential customers, particularly larger ones, are lengthening their development cycles and taking longer to make budgetary and technical decisions. While this does not lessen the opportunity, it presents additional challenges for our sales team who therefore should be congratulated on the number of design wins they have achieved.

"Our current pipeline is strong and we are awaiting go/no-go decisions on development contracts from two blue-chip companies with whom HiWave is currently in negotiation. If neither of these is awarded before the end of the financial year, our full year results and the cash position will fall below our expectations."

"As a consequence of this uncertainty and the growth opportunities available to the Group, the Board has assessed the Group's finances and is considering options for the future financing of the Group."

"In all sectors that HiWave is targeting, our technology can deliver significant value to our customers with highly innovative sound and touch solutions with the added benefit of often reducing production costs for the customer and speeding up time to market. Our Audio Business is expected to deliver continued growth in design wins, supported by a strong pipeline of opportunities, with investment in new and updated products enabling it to service the needs of sector-leading customers into the future."

"To take advantage of the window of opportunity for haptics in consumer products, an increase in R&D and product engineering resources are required. The company operates in a competitive environment but engagements are under negotiation with some of the world's most significant players in consumer and automotive sectors due in a large part to previous industry experience of the executive team."

"I am delighted that, after two months in office as a Non-Executive Director, David Calderwood has agreed to become Chairman, with immediate effect. David strengthens the Board in this role, and it allows me to concentrate on driving the business forward as Chief Executive Officer."

FOR FURTHER INFORMATION PLEASE CONTACT:

 
 HiWave Technologies plc          +44 (0)1223 598 490 
 James Lewis, Chief Executive 
  Officer 
  Kate Barnes, Chief Financial 
  Officer 
 
 Singer Capital Markets Ltd       +44(0)20 3205 7500 
 Claes Spang 
 
 Media Enquiries 
 FTI Consulting 
  Sophie McMillan 
  Clare Thomas                    +44(0)20 7831 3113 
 

HiWave Technologies plc

Business Review

BUSINESS HIGHLIGHTS

During the period, HiWave has continued to move itself into a position which takes away barriers to becoming a leading solution provider in next generation consumer devices with highly innovative technology derived from its fundamental bending wave technology. HiWave operates two business units - (i) Audio and (ii) Haptics/Touch/Personal Audio - each at different stages in their market positioning and development, and requiring different strategies for key customer engagement, with the associated resource demands.

The Company continues to strengthen its Intellectual Property (IP) portfolio through new patent filings, and by regaining the rights to fully exploit its technology, which was not possible previously where exclusive licenses had been granted under the business model. Following extensive work carried out by the management team over the past 18 months, the Company believes that at present there are no restrictions on HiWave's use of its IP in any application, field of use or chosen territory. This is a highly significant milestone in the restructuring of the business, and enables HiWave to create and sell components into its target markets.

AUDIO BUSINESS

Revenue in the Audio business unit is driven by design wins into all manufacturers of audio products - principally consumer audio, hi-fi, commercial and industrial applications. A prerequisite to engagement with the largest prospective customers in the target consumer audio market is promoting HiWave as a secure long-term supplier. To this end the Company has carried out extensive and ongoing work to proliferate its audio components in smaller early-adopter customers; increased its range of audio products, backed up by effective reference designs and demonstrators; and invested in brand promotion through trade show attendance and marketing activities. It is noteworthy that a significant number of major audio companies have been restructuring their businesses to adapt to the changing economic conditions, consumer spending behaviour, and the impact of new technologies - particularly the move from computer-centric audio to home network environments. This has presented us with opportunities as well as frustrations with customers seemingly making change of direction the norm rather than the exception.

HiWave is pleased to note that new audio design wins are increasing - management tactics to address early on those customers seeking first mover advantage, and then follow up with longer design cycle larger customers where the track record of smaller company design wins is recognised as beneficial, is paying off. The Company can report that 17 new design wins were achieved during the first half of this financial year, with 6 customers placing initial production orders. Additionally 5 new customers have placed repeat orders during the period.

Equally important to larger customers with broader product portfolios is the ability to offer a range of products that suit the objectives of such products, which includes a range of physical size, power outputs and performance characteristics. To that end HiWave has introduced new audio components to the market.

Recently introduced audio products include transducers (exciters and BMRs) and audio amplifier chips. Exciters are relatively quick to put into production with modest tooling costs. By comparison BMRs are more exacting to design and therefore expensive and take 6-9 months from product definition to first samples, and up to a further 3 months to bring to mass production status. New amplifier chips are more expensive to develop and demand significant additional resources, taking the development team in the region of 2 years or more for design and prototyping. HiWave has therefore focused on extending the capabilities of its current Audium amplifier chip rather than commencing brand new designs, but the company recognises that to keep up with evolving market requirements and to retain competitive positioning, it must look forward and plan for further chip developments.

During the period, HiWave has focused on reference design developments that allow customers to short cut their development cycles and gain maximum advantage from our Audium amplifier technology. New reference designs for Bluetooth streamed audio into the Audium amplifier and BMR speaker drivers have been introduced to capture the growing opportunity for portable wireless speakers. In these applications HiWave's technology still delivers best in class power efficiency enabling long battery life in portable audio players and wireless docks.

HiWave's Audio business unit commands approximately 50% of the company's human resources including most of the sales team's time, much of the operations and finance teams, one third of the employed engineering team plus additional contract engineers. It is also responsible for a proportionate amount of overheads, mainly office space and travel. However, compared to the Haptics/Touch/Personal Audio business unit, the project costs for new component development have been modest, as are the ongoing IP costs with only one recent BMR-related patent application in addition to the core intellectual property.

The pipeline of business opportunity for the Audio business is strong and includes well-known brands who are actively evaluating HiWave's components for use in their future products. HiWave anticipates further growth in design wins with larger companies committing to the technology in the near future.

As a result of this, HiWave's Audio business unit could become self-sustaining within the 2012/13 financial year with break-even months. As the visibility of revenue generation from increasingly significant design wins emerges, the Company will consider timing for the next phase of semiconductor development, which would require additional investment. Acceleration of new product introduction to capture key customer opportunities may also impact the future cash position, as it will demand an increase in the size of the engineering team, as well as increased project costs. In summary, HiWave's Audio business unit is expected to deliver continued growth in design wins leading to increased revenue, with investment in new and updated products enabling it to service the needs of sector-leading customers into the future.

HAPTICS, TOUCH AND PERSONAL AUDIO BUSINESS

HiWave's Haptics business unit is now the Haptics, Touch and Personal Audio business unit, and is targeting the considerable opportunity that HiWave has identified and assessed in the consumer, automotive and other sectors where products could benefit through the deployment of its technology in components. HiWave believes that there is a window of opportunity opening to take advantage of the need for user-enhancing human interface in smartphones, tablet and ultrabook computers, as well as other markets where the user interface is transitioning from mechanical to touch. An example of this is the automotive market where tactile interfacing that enables a driver not to avert his eyes from the road is considered a key safety factor.

'Haptics' relates to the use of bending wave technology to create the sensation of movement in a fixed rigid panel, and to convey a meaningful feeling to the user. 'Touch' refers to the fact that all aspects of touch sensation relate to the 'degree of touch' - pressure, speed, etc with which the surface is touched. 'Personal Audio' recognises that touch panels can also be configured to emit sound using the same solution as for haptics, and is extended into HiWave's unique ability to directly excite the human ear to create the function of headsets or earphones without blocking the ear canal. This is a major benefit for safety and is also highly relevant to immersive applications where the user needs to be aware of his environment, yet connected into streamed audio.

The convergence of haptics, touch and audio is seen as a crucial factor in HiWave's potential to open up its revenue generating prospects in the key portable consumer electronics markets. It is essential that the Company drives this business unit forward and minimises the risk of missing key windows of opportunity, or allowing competitor solutions to be adopted instead of HiWave's solutions.

There are significant differences from the Audio Business, as the market is likely to be opened and dominated by today's largest players in each sector. Thus HiWave has adopted a strategy of protecting key IP developments such that it is able to make early engagements with prospective major customers, and gain input that guides product development direction. While there will be a range of off-the-shelf transducers offered for haptics/touch/personal audio, including controller semiconductors and different types of transducer, it must be noted that almost every application implementation will have certain customised content, whether it be the tactile signal software or the form factor and material characteristics of the touch panel. While design cycles will be lengthy and complex, HiWave is likely to enter into a series of collaborative agreements with major companies to customise or optimise its technology for their specific applications, which will be beneficial to HiWave. Such agreements are likely to be capable of generating revenue during the lead-in time to component sales. There will be expenditure requirements if HiWave is to participate in this exciting market development, and in order to ensure that the Company's small development team has the working-space to capitalise on its innovations, substantial protection of IP is essential due to the highly competitive nature of this sector. Key milestones achieved during this reporting period for this business unit include:

-- In-depth assessment of competitive IP landscape completed

-- 2 patents re-assigned to HiWave covering HiWave's standard territories

-- 8 patents filed for haptics/touch

-- 2 patents filed for personal audio

Presently HiWave's haptic/touch/personal audio division contributes to over half of the Company's costs, including substantial strategic input from the CEO and executive team, two thirds of the internal engineering team, and substantial third-party consultation for intellectual property prosecution and legal agreement construction. Additionally, the cost of performing R&D experimentation and building proof of concept demonstrators is high, with items of precision engineering needed in addition to HiWave's components to properly show the benefits of this technology.

In order to fulfill the Company's vision to become a world class provider of solutions in this arena it is necessary to increase the number of engineering and science staff, to continue to protect the Company's inventions through patents, and to put in place a business development team in key locations for market proximity. New transducer technologies are in development due to the ever present requirement for smaller and thinner end products with better haptic and audio performance. There will also be the need to commence semiconductor developments to create drive/controller chips for the specialised transducers with minimal power consumption, and delivering signals, algorithms, and equalisation for product form factor.

An increase in R&D and product engineering resources are required if HiWave is to be able to take advantage of the market window for haptics in consumer products. The Company operates in a competitive environment but engagements are underway with some of the world's most significant players in consumer and automotive sectors due in a large part to previous industry experience of the executive team.

HiWave's executive team has analysed the relevance of its technology and solutions for this market. Customers and end-users are waking up to the potential benefits of haptics - it must be productive and enhance the user experience; it cannot be a gimmick. Ultra-slim profile consumer products demand new low-profile transducer developments for audio, and haptics. HiWave's technology embraces new options for touch that potentially reduce the cost of touch position detection in display and non-display applications for consumer and other applications. The automotive sector needs to reduce the cost of switch gear in cars and wants to transition to touch panels for both display and switching. Haptics and degree of touch detection is essential for automotive switching applications to ensure the driver doesn't have to take his eyes off the road, bringing vital safety benefits. Personal audio solutions that deliver audio without potential damage to hearing and which enable the user to engage with the environment, offer health and safety benefits in the consumer and automotive space. HiWave's personal audio solutions can also enable enhanced user experience in immersive sensory environments such as 3D TV, films and gaming, as well as up-and-coming virtual- and augmented-reality applications.

In summary, in all market sectors that HiWave is targeting, its solutions can deliver enhanced value to the user with the potential added benefit of lowering the system cost for the customer. Each market sector has very large potential, and HiWave is currently engaged with a number of key prospective customers.

LICENSING AND ROYALTIES REVIEW

The Company continues to benefit from royalty income from a small number of licensees. These instances are primarily companies that were able to develop customised transducers, and where they continue to take responsibility for the supply chain and quality control. HiWave anticipates that some licenses will continue, while other customers will switch to standard components and become customers.

OVERALL OPPORTUNITY - CHIEF EXECUTIVE OFFICER COMMENT

I believe that we have steered the Company through a complex restructure not only of the business model, but also its entire long-term value proposition based on the clarity of vision of the board of directors. HiWave is now in a position to consider an array of options for the widespread or focused application of its technology. Our ability to deliver shareholder value will depend on having resources on hand to realise this vision within the window of opportunity and the continued delivery of results in terms of design wins for revenue growth.

We have a team which is very experienced in hi-tech consumer markets and capable of connecting HiWave's technology to the commercial potential. HiWave excels at bending wave technology, and focuses its application to solving real-world challenges. The fundamentals of our technology are protected by long-standing and layered patents with new inventions being patented before any discussions are conducted with prospective customers. It is our belief that the technology has long-term scalability into new deliverables to meet the ever present "smaller, louder, cheaper" demands of the markets we are targeting.

Since I became CEO, the Company has achieved its near-term objectives of restructuring and repositioning the business. If we chose to focus solely on growth in the audio business sector and not invest in the haptics/touch/personal audio business, I would anticipate seeing first break-even months occurring in the next full financial year. However, the new team was brought together to plan and implement the best course of action to deliver returns on the company's intellectual capital and science, and has created an opportunity for the business to become a major contributor to next generation consumer electronics technology. Key to the realisation of this vision is for the Company to achieve critical mass in its R&D, product engineering and business development capabilities. The next phase is a critical one for HiWave if it is to capture the window of opportunity for optimal exploitation of the technology and science that it has built up and protected over the past few years.

The means by which HiWave has been able to move its technology forward so quickly is due to integrating semiconductor technology - the electronic control - with the transducer technology. This means that our development engineers are highly focused on the solution, rather than producing generic components. The Company has leveraged its acquisition of Audium's audio amplifier technology into a number of its design wins, most effectively in conjunction with its BMR speaker drive units. It now needs to plan and execute on the next generation in order to remain competitive and broaden the applications for the devices.

In addition, the Company needs to develop next-generation amplifier and signal processing technology that can be applied not only to audio, but also to haptics and personal audio applications which will use a different type of transducer. Such developments require cash for the in-house engineering resource, third party engineering service providers, and non-recurring engineering (tooling) costs with the selected silicon manufacturer. HiWave's assessment of the commercial exploitation of future semiconductor components will determine the expenditure plan and its impact on cash requirements. Semiconductor developments typically take 2 years or more from design start to mass production, so the Company's engagements with key prospective customers are an essential part of the equation.

OUTLOOK

HiWave has made good progress in the period achieving a significant number of design wins, by strengthening the IP portfolio through new filings and regaining the rights to fully exploit our technology in our chosen territories - a major milestone for the business. Looking ahead, we recognise that in the current economic climate, many potential customers, particularly larger ones, are lengthening their development cycles and taking longer to make budgetary and technical decisions. While this does not lessen the opportunity, it presents additional challenges for our sales team who therefore should be congratulated on the number of design wins they have achieved.

Our current pipeline is strong and we are awaiting go/no-go decisions on development contracts from two blue-chip companies with whom HiWave is currently in negotiation. If neither of these is awarded before the end of the financial year, our full year results and the cash position will fall below our expectations.

As a consequence of this uncertainty and the growth opportunities available to the Group, the Board has assessed the Group's finances and is considering options for the future financing of the Group

HiWave Technologies plc

Financial Performance

Since August 2010, HiWave has been executing a turnaround plan commencing with an emergency fund raising to change its business model from one where IP is licensed to third parties to one where the Company's IP is used to create and sell components. To achieve the implementation of the plan the Company has focused its engineering and intellectual property resources into product development to provide a range of semiconductor and transducer components spanning its target market sector, and build commercial relationships with major global companies. The next phase of growth demands that these relationships are exploited to generate revenue, and this activity needs to be properly resourced.

The timing of the turnaround plan was a factor of the Company's financial position in 2010 and the assessment of the historic performance of licensing its complex patents, where licensees were expected to learn the technology, use it to develop their own components, take responsibility for manufacture and quality assurance of the implementations, and eventually use those components in their products. The economic climate at the time was causing licensees to be unable to resource such developments, despite the attractiveness of the technology in their products. The same economic climate makes for a tough environment in which to embark on a company turnaround and continues to challenge small businesses like HiWave.

HiWave has won 17 design wins in the period for its audio components. The company defines a design win as the point at which it receives the first production order for components, but the progression in a small number of these to follow-on purchase orders has been delayed due to our customers' sales channel caution in holding no more than a small amount of inventory.

The Company performed well against most of its financial key performance indicators. Gross profit margin during the period rose to 35%, compared with 15% a year ago and our target is to reach 40%. While the operating loss widened to GBP1.7m from GBP1.3m in the comparable period of 2011, due to lower royalties and licence fees in the period, coupled with increased costs from intellectual property spend, our target remains to reach breakeven in the period to 30 September 2013. Due to the widening operating loss, our cash position was GBP2.1m compared to GBP4.9m a year ago. At present we are still on target to be cashflow positive in the full year to September 30 2013.

HiWave is now in a position where its emerging haptics and touch technologies, whilst still early stage, are becoming compelling and are attracting interest from some of the world's largest technology companies. HiWave's management has recognised that there is an opportunity to engage with a small number of prospective companies at an early stage to customise haptics/touch components for their specific applications, and has been in long-term negotiations with several such companies on commercial collaboration on component specification. The Company is awaiting a decision by the end of the financial year on two of these and further new opportunities for collaborative projects are likely to emerge in the future.

The global economy is affecting consumer spending behaviour and HiWave's management recognises that this introduces uncertainty for the Company's revenues, underlining the importance of broadening our customer base and product offering. The human resource requirement for this, coupled with the increased expenditure on product engineering and intellectual property has put the Company's cash resources under pressure. While it is possible to manage costs in many areas of the business, management is reluctant to take cost-reducing actions that could adversely impact upon the Company's core expertise at this critical stage in the Company's growth. As a consequence of this uncertainty and the growth opportunities available to the Group, the Board has assessed the Group's finances and is considering options for the future financing of the Group

Results for the 6 months to 31 March 2012

 
                                            Underlying Operating 
               Revenue     Gross profit                    Loss* 
              ----------  --------------  ---------------------- 
              2012  2011    2012    2011        2012        2011 
              GBPm  GBPm    GBPm    GBPm        GBPm        GBPm 
 
Group Total    0.6   1.0     0.4     0.7         1.7         1.3 
              ====  ====  ======  ======  ==========  ========== 
 

* Underlying operating loss is loss before depreciation, amortisation, interest and restructuring costs, as shown below.

 
GBP'000                    2012     2011 
Loss before financing 
 income                 (1,779)  (1,828) 
Restructuring costs           4      432 
Depreciation                 36       71 
Amortisation                 71       32 
Stock option costs            -       35 
                        -------  ------- 
Underlying operating 
 loss                   (1,672)  (1,258) 
                        -------  ------- 
 

Revenue

Group revenue for the six-month period to 31 March 2012 was GBP0.6m, compared to GBP1.0m in the same period in 2011.

It is difficult to compare the two periods, as the period to March 2011 saw shipments to HiWave's first significant customer totalling GBP310,000. The remaining income derived from the licensing and royalty model, accounting for 69% of revenue.

 
                          6 months 
             6 months to        to    3 months to      6 months 
             31 December   30 June   30 September   to 31 March 
GBP'000             2010      2011           2011          2012 
----------  ------------  --------  -------------  ------------ 
Component 
 Sales               205       241            428           267 
 

HiWave is continuing to focus predominantly on component sales, or related development agreements that will lead to increased sales at a future date. Customers have indicated that 70% of their business is transacted in the second half of the year. As a supplier into these customers, and therefore earlier in the supply chain, this means that HiWave's largest sales period should be the quarter to September, shipping for the Christmas market.

Component sales account for 45% of sales in the period, and continue to grow compared to comparable periods.

The increase in design wins to 17 in the period is a true reflection of business growth. Whilst this is not expected to influence short-term revenue, as design cycles usually take between 6 months and two years, the future revenue flow is becoming easier to forecast.

Underlying operating loss

The underlying operating loss for the period was GBP1.6m (2011 - GBP1.3m). This represented a slow trading half coupled with increased activity in intellectual property.

Cost control

As at September 2011, HiWave indicated that the employee base as well as office space was increasing and therefore annualised costs were approximately GBP3.5m.

The costs for the year to September 2012 will be approximately GBP4.0m. The uplift in cost base relates predominantly to increased activity in the Intellectual Property area. 24 patents have been granted in the past 6 months, and 10 patents were filed during the period. Patent filing is continuing as two emerging technologies (on-ear audio and haptics) are moving towards commercial realisation and the Company needs to protect its IP.

Cash management

Cash and short term investments at 31 March 2012 was GBP2.1m. The use of funds has accelerated over the past 6 months due to the intellectual property activity, and increased resources being allocated to projects. The decision to accelerate the use of funds has resulted in GBP1m of fixed rate bond being taken off deposit early (end of May 2012).

Research, development, and product development remain the core of the business, with GBP0.35m being applied in the period (GBP0.9m in the 15 months to September 2011).

Key performance indicators

Below are the key performance indicators for the business.

 
                             March 2012  March 2011    Target 
 
  Financial KPI's 
  Gross Profit Margin 
   on component sales               35%         15%    40% 
 
  Underlying operating 
   loss (six month                                     Breakeven in period 
   period)                    (GBP1.7m)   (GBP1.3m)     to September 2013 
 
                                                       Cashflow positive 
  Cash at bank and                                      in period to September 
   in hand and investments      GBP2.1m     GBP4.9m     2013 
 
  Non-financial KPI's 
  Product launches 
   and new reference                                   20 new products by 
   designs                           14           4     2013 
 
 
   Customers repeat                                    24 customers reordering 
   ordering                          11           6     by September 2013 
 

Going concern basis

The directors have considered the adoption of the going concern basis of preparation of these financial statements with consideration to the Group position and its business model.

The directors have prepared a business plan and cash flow forecast covering the period to 30 September 2013. The forecast contains certain assumptions about the level of future sales and the level of gross margins. These assumptions are the directors' best estimate of the future development of the business.

The directors acknowledge that the Company is trading in a difficult economic environment. In addition, the Company is still at an early stage of implementing its new business model which, within itself, presents a high degree of inherent risk. These factors could impact the Company's ability to achieve sales or gross margin at the forecast level and, therefore, to generate positive cash flows and to operate within its current working capital levels. The directors have considered the impact on the business if sales or margin fall substantially below forecast by completing a range of reasonably possible sensitivity scenarios. Under certain of these scenarios, cost saving measures would need to be implemented and/or additional funding required. The ability of the Company to achieve the forecast level of sales and to raise additional funding, should it be needed, therefore constitute material uncertainties.

The directors have a reasonable expectation that the business plan and cash flow forecast are achievable and, on this basis, they have prepared the financial statements on the going concern basis.

There is a material uncertainty related to the assumptions described above which may cast significant doubt on the Group's ability to continue as a going concern and, therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. In the event the Group ceased to be a going concern, the adjustments would include writing down the carrying value of assets, including inventories, to their recoverable amount and providing for any further liabilities that might arise.

Unaudited Consolidated Statement of Comprehensive Income

For the six months ended 31 March 2012

 
                                                  Unaudited          Unaudited 
                                                Results for        Results for     Audited results 
                                             the six months     the six months     for the fifteen 
                                                      ended              ended        months ended 
                                                                      31 March        30 September 
                                              31 March 2012               2011                2011 
                                                    GBP'000            GBP'000             GBP'000 
Continuing Operations 
Revenue                                                 594                962               1,994 
Cost of goods sold                                    (173)              (264)               (607) 
========================================  =================  =================  ================== 
Gross profit                                            421                698               1,387 
========================================  =================  =================  ================== 
Other operating expenses                            (2,196)            (2,094)             (4,685) 
Restructuring costs                                     (4)              (432)               (597) 
----------------------------------------  -----------------  -----------------  ------------------ 
                                                    (2,200)            (2,526)             (5,282) 
----------------------------------------  -----------------  -----------------  ------------------ 
Loss before financing costs                         (1,779)            (1,828)             (3,895) 
Financing income                                         22                  -                  13 
Financing costs                                         (1)                (3)                 (6) 
----------------------------------------  -----------------  -----------------  ------------------ 
Loss before taxation                                (1,758)            (1,831)             (3,888) 
Taxation                                                100                101                 207 
========================================  =================  =================  ================== 
Loss for the period                                 (1,658)            (1,730)             (3,681) 
Currency translation differences                          1               (16)                  26 
----------------------------------------  -----------------  -----------------  ------------------ 
Total comprehensive income attributable 
 to the equity holders of the Company               (1,657)            (1,746)             (3,655) 
----------------------------------------  -----------------  -----------------  ------------------ 
Basic and fully diluted loss per 
 share                                               (0.4)p             (0.4)p              (0.9)p 
----------------------------------------  -----------------  -----------------  ------------------ 
 

Unaudited Condensed Consolidated Balance Sheet

As at 31 March 2012

 
                                                                      Audited balance 
                                                                             sheet at 
                                       Unaudited                         30 September 
                                   balance sheet         Unaudited 
                                     at 31 March     balance sheet 
                                               2       at 31 March 
                                             012              2011               2011 
                                         GBP'000           GBP'000            GBP'000 
Assets 
Non-current assets 
Property, plant and equipment                204               100                140 
Other intangible assets                      561               432                555 
Long-term debtors                             28                28                 28 
------------------------------  ----------------  ----------------  ----------------- 
                                             793               560                723 
------------------------------  ----------------  ----------------  ----------------- 
Current assets 
Inventories                                  292               290                267 
Trade and other receivables                  639               484                970 
Short term invetsments                     2,000                 -              2,000 
Current tax recoverable                      300               101                200 
Cash and cash equivalents                    114             4,895              1,092 
------------------------------  ----------------  ----------------  ----------------- 
                                           3,345             5,770              4,529 
------------------------------  ----------------  ----------------  ----------------- 
Total assets                               4,138             6,330              5,252 
------------------------------  ----------------  ----------------  ----------------- 
Equity and liabilities 
Share capital                              4,269             4,267              4,269 
Deferred share capital                    22,682            22,682             22,682 
Share premium account                     92,408            92,410             92,408 
Shares to be issued                           82               282                 82 
Stock option reserve                         789               850                789 
Accumulated deficit                    (117,295)         (114,763)          (115,638) 
------------------------------  ----------------  ----------------  ----------------- 
                                           2,935             5,728              4,592 
------------------------------  ----------------  ----------------  ----------------- 
Current liabilities 
Trade and other payables                     842               602                647 
Borrowings                                   361                 -                  - 
Short-term provisions                          -                 -                 13 
------------------------------  ----------------  ----------------  ----------------- 
                                           1,203               602                660 
------------------------------  ----------------  ----------------  ----------------- 
Total liabilities                          1,203               602                660 
------------------------------  ----------------  ----------------  ----------------- 
Total equity and liabilities               4,138             6,330              5,252 
------------------------------  ----------------  ----------------  ----------------- 
 

The interim financial statements of HiWave Technologies plc, registered number 514718, were approved by the Board of Directors and authorised for issue on 30 May 2012.

Unaudited Condensed Consolidated Statement of Changes in Equity

As at 31 March 2012

 
                                                                                                    Total        Total 
                                                                                                   Equity       Equity 
                                  Deferred                  Shares       Stock                   as at 31     as at 31 
                         Share       share       Share       to be      Option    Accumulated       March        March 
                       Capital     capital     Premium      issued     Reserve        Deficit        2012         2011 
                       GBP'000     GBP'000     GBP'000     GBP'000     GBP'000        GBP'000     GBP'000      GBP'000 
At 30 September          4,269      22,682      92,408          82         789      (115,638)       4,592          452 
------------------  ----------  ----------  ----------  ----------  ----------  -------------  ----------  ----------- 
Retained loss 
 for the financial 
 period                      -           -           -           -           -        (1,658)     (1,658)      (1,730) 
------------------  ----------  ----------  ----------  ----------  ----------  -------------  ----------  ----------- 
Other 
 comprehensive 
 income                      -           -           -           -           -              1           1         (16) 
------------------  ----------  ----------  ----------  ----------  ----------  -------------  ----------  ----------- 
Issue of shares 
 (net of expenses)           -           -           -           -           -              -           -        7,032 
------------------  ----------  ----------  ----------  ----------  ----------  -------------  ----------  ----------- 
Fair value 
 of stock options            -           -           -           -           -              -           -         (10) 
------------------  ----------  ----------  ----------  ----------  ----------  -------------  ----------  ----------- 
At 31 March              4,269      22,682      92,408          82         789      (117,295)       2,935        5,728 
------------------  ----------  ----------  ----------  ----------  ----------  -------------  ----------  ----------- 
 

Unaudited Condensed Consolidated Cash Flow Statement

For the six months ended 31 March 2012

 
                                                              Unaudited cash       Unaudited cash 
                                                                flow for the         flow for the 
                                                            six months ended     six months ended 
                                                               31 March 2012        31 March 2011 
                                                                     GBP'000              GBP'000 
Cash flows from operating activities 
Loss before finance costs                                            (1,779)              (1,828) 
Adjustments for: 
Depreciation, amortisation and impairment                                103                  103 
Fair value of share-based payments                                         -                   35 
Foreign exchange translation                                               1                    6 
=======================================================  ===================  =================== 
                                                                     (1,675)              (1,684) 
Increase in stock                                                       (25)                (240) 
Decrease / (increase) in trade and other receivables                     352                (108) 
Increase / (decrease) in trade and other payables                        195                (123) 
Utilisation of provisions                                               (13)                    - 
Cash outflow from operations                                         (1,166)              (2,155) 
Taxation received                                                          -                  195 
-------------------------------------------------------  -------------------  ------------------- 
Net cash outflow from operating activities                           (1,166)              (1,960) 
=======================================================  ===================  =================== 
Cash flows from investing activities 
Purchase of intangible assets                                           (72)                 (10) 
Purchase of property, plant and equipment (Note 
 A)                                                                    (101)                 (26) 
Proceeds from sale of property, plant and equipment                        -                    8 
Decrease in long term debtor                                               -                   13 
Net cash used in investing activities                                  (173)                 (15) 
=======================================================  ===================  =================== 
Cash flows from financing activities 
Increase / (decrease) in borrowings                                      361                (203) 
Proceeds from the issue of share capital                                   -                7,032 
Interest paid                                                              -                  (3) 
-------------------------------------------------------  -------------------  ------------------- 
Net cash raised in financing activities                                  361                6,826 
=======================================================  ===================  =================== 
Net (decrease) / increase in cash and cash equivalents                 (978)                4,851 
Cash and cash equivalents at the beginning of 
 period (Note B)                                                       1,092                   44 
-------------------------------------------------------  -------------------  ------------------- 
Cash and cash equivalents at the end of period 
 (Note B)                                                                114                4,895 
-------------------------------------------------------  -------------------  ------------------- 
 

Notes to the cash flow statement

A. Property, plant and equipment

During the period the Group acquired property, plant and equipment of GBP101,000 by way of cash payment.

B. Cash and cash equivalents

All cash balances consist of cash on hand with banks or in a guaranteed fixed interest deposit account for a maximum of three months.

Notes to the Unaudited Condensed Consolidated Interim Financial Information

1. Basis of preparation and accounting policies

Basis of preparation

These condensed consolidated interim financial statements have been prepared in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. 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 15 months ended 30 September 2011, which is available at www.hi-wave.com. These interim financial statements have not been audited.

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the interim management report. The interim management report also includes a summary of the group's financial position and its cash flows.

The directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

Going concern

The directors have considered the adoption of the going concern basis of preparation of these financial statements with consideration to the Group position and its business model.

The directors have prepared a business plan and cash flow forecast covering the period to 30 September 2013. The forecast contains certain assumptions about the level of future sales and the level of gross margins. These assumptions are the directors' best estimate of the future development of the business.

The directors acknowledge that the Company is trading in a difficult economic environment. In addition, the Company is still at an early stage of implementing its new business model which, within itself, presents a high degree of inherent risk. These factors could impact the Company's ability to achieve sales or gross margin at the forecast level and, therefore, to generate positive cash flows and to operate within its current working capital levels. The directors have considered the impact on the business if sales or margin fall substantially below forecast by completing a range of reasonably possible sensitivity scenarios. Under certain of these scenarios, cost saving measures would need to be implemented and/or additional funding required. The ability of the company to achieve the forecast level of sales and to raise additional funding, should it be needed, therefore constitute material uncertainties.

The directors have a reasonable expectation that the business plan and cash flow forecast are achievable and, on this basis, they have prepared the financial statements on the going concern basis.

There is a material uncertainty related to the assumptions described above which may cast significant doubt on the Group's ability to continue as a going concern and, therefore, it may be unable to realise its assets and discharge its liabilities in the normal course of business. The financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern. In the event the Group ceased to be a going concern, the adjustments would include writing down the carrying value of assets, including inventories, to their recoverable amount and providing for any further liabilities that might arise.

Nature of financial information

The financial information contained in this document does not constitute the Group's audited statutory accounts as defined in Section 435 of the Companies Act 2006. The financial information for the 15 months ended 30 September 2011 has been extracted from the audited financial statements for that year on which the auditors gave an unqualified report and which did not contain a statement under Sections 498(2) or 237(3) of the Companies Act 2006. A copy of those financial statements has been filed with the Registrar of Companies.

Significant accounting policies

The accounting policies applied by the Group in the preparation of the condensed consolidated interim financial statements are consistent with those previously applied by the Group in its consolidated financial statements for the year ended 30 September 2011.

2. Earnings per share

Basic earnings per share has been calculated on the Group loss for the financial period and on the weighted average number of ordinary shares in issue for the relevant period, which in the six months to 31 March 2012 was 426,818,261 ordinary shares (six months to 31 March 2011: 426,818,261). Whilst unexercised share options in the Company would increase the weighted average number of potential shares in the period, due to the losses of the Group in the period they are not considered to be dilutive.

3. Segmental analysis

The Group operates in a single reportable business segment, being the development, licensing and sale of audit and touch products and technologies.

Information presented to the Chief Operating Decision Maker (CODM) shows revenues split between component, royalties, and licence and these revenues are presented for the Group's single reportable segment, that being the development and licensing of audio and touch technologies.

The Group's revenue originates in the UK. The customers are located in the following geographical areas:

 
                                                            Fifteen months 
                                              Six months      to September 
                         Six months to     to March 2011              2011 
                    March 2012 GBP'000           GBP'000           GBP'000 
UK                                  41                38               101 
Rest of Europe                      53               142               241 
Asia Pacific                       295               487               989 
USA and Canada                     205               295               663 
---------------  ---------------------  ----------------  ---------------- 
Total revenue                      594               962             1,994 
---------------  ---------------------  ----------------  ---------------- 
 
 
Six months to March 2012 
GBP'000                                  UK      HK   Japan   US     Total 
---------------------------------  --------  ------  ------  ---  -------- 
Revenue: 
Component sales                         267       -       -    -       267 
Royalties                               291       -       -    -       291 
Licences and other                       36       -       -    -        36 
---------------------------------  --------  ------  ------  ---  -------- 
Costs                               (2,217)   (152)     (4)    -   (2,373) 
---------------------------------  --------  ------  ------  ---  -------- 
Loss before financing 
 costs                              (1,623)   (152)     (4)    -   (1,779) 
Financing income                          -       -       -    -        22 
Financing costs                           -       -       -    -       (1) 
---------------------------------  --------  ------  ------  ---  -------- 
Loss before tax                           -       -       -    -   (1,758) 
Tax                                       -       -       -    -       100 
---------------------------------  --------  ------  ------  ---  -------- 
Loss for the period attributable 
 to equity shareholders                   -       -       -    -   (1,658) 
---------------------------------  --------  ------  ------  ---  -------- 
 
Depreciation and amortisation           100       3       -    -       103 
Non-current assets                      775      16       -    2       793 
Current assets                        3,316      27       2    -     3,345 
Current liabilities                   1,196       7       -    -     1,203 
---------------------------------  --------  ------  ------  ---  -------- 
 
 
Six months to March 2011 
GBP'000                                  UK      HK   Japan      US     Total 
---------------------------------  --------  ------  ------  ------  -------- 
Revenue: 
Component sales                         308       -       -       -       308 
Royalties                               528       -       -       -       528 
Licences and other                      126       -       -       -       126 
---------------------------------  --------  ------  ------  ------  -------- 
Costs                               (2,186)   (323)    (93)   (188)   (2,790) 
---------------------------------  --------  ------  ------  ------  -------- 
Loss before financing 
 costs                              (1,224)   (323)    (93)   (188)   (1,828) 
Financing income                                                            - 
Financing costs                                                           (3) 
---------------------------------  --------  ------  ------  ------  -------- 
Loss before tax                                                       (1,831) 
Tax                                                                       101 
---------------------------------  --------  ------  ------  ------  -------- 
Loss for the period attributable 
 to equity shareholders                                               (1,730) 
---------------------------------  --------  ------  ------  ------  -------- 
 
Depreciation and amortisation            92       5       -       -        97 
Non-current assets                      541      16       -       3       560 
Current assets                        5,678      66      15      11     5,770 
Current liabilities                     581      15       -       6       602 
---------------------------------  --------  ------  ------  ------  -------- 
 
 
Fifteen months to September 
 2011 
GBP'000                                  UK      HK   Japan      US     Total 
---------------------------------  --------  ------  ------  ------  -------- 
Revenue: 
Component sales                         874       -       -       -       874 
Royalties                               945       -       -       -       945 
Licences and other                      175       -       -       -       175 
---------------------------------  --------  ------  ------  ------  -------- 
Costs                               (4,534)   (787)   (268)   (300)   (5,889) 
---------------------------------  --------  ------  ------  ------  -------- 
Loss before financing 
 costs                              (2,540)   (787)   (268)   (300)   (3,895) 
Financing income                                                           13 
Financing costs                                                           (6) 
---------------------------------  --------  ------  ------  ------  -------- 
Loss before tax                                                       (3,888) 
Tax                                                                       207 
---------------------------------  --------  ------  ------  ------  -------- 
Loss for the period attributable 
 to equity shareholders                                               (3,681) 
---------------------------------  --------  ------  ------  ------  -------- 
 
Depreciation and amortisation           243      13       -       -       256 
Non-current assets                      710      13       -       -       723 
Current assets                        4,401     100      24       4     4,529 
Current liabilities                     624      36       -       -       660 
---------------------------------  --------  ------  ------  ------  -------- 
 

The results above exclude management recharges.

Capital Additions: In the six months to March 2012 there were GBP6,000 of capital additions in Hong Kong and GBP95,000 of capital additions in the UK. In the six months to March 2011 there were GBP1,000 capital additions in Hong Kong and GBP25,000 of capital additions in the UK.

4. Tax

The Tax rebate of GBP100,000 relating to Research and Development activities has been recognised for the six month period, representing the best estimate of the amount refundable.

5. Dividends

The directors do not recommend the payment of an interim dividend.

6. Share Capital

Share capital as at 31 March 2012 was GBP4.269 million. The total number of shares in issue at 31 March 2012 was 426,818,261.

7. Principal Risks and Uncertainties

There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the next six months and could cause actual results to differ materially from expected and historical results. Other than the reduced reliance on licensing and licensees, the increased reliance on the sale of components and the increase in rare earth metal prices, the directors do not consider that the principal risks and uncertainties have changed since the publication of the annual report for the 15 months ended 30 September 2011. A detailed explanation of the risks can be found on pages 8 and 9 of the annual report which is available at www.hi-wave.com.

8. Statement of Directors' Responsibilities

We confirm to the best of our knowledge:

 
 (a)   the condensed set of financial statements has been prepared in 
        accordance with IAS 34 'Interim Financial reporting'; 
 (b)   the interim management report includes a fair review of the information 
        required by DTR 4.2.7R (indication of important events during 
        the first six months and description of principal risks and uncertainties 
        for the next six months); and 
 (c)   the interim management report includes a fair review of the information 
        required by DTR 4.2.8R (disclosure of related parties' transactions 
        and changes therein). 
 

By order of the Board,

James Lewis Chief Executive Officer

Kate Barnes Chief Financial Officer

9. Availability of Interim Statements

HiWave Technologies plc will not be sending hard copies of these Interim Financial Statements to individual shareholders. They will be available on the Company's website, www.hiwave.com. However, if you would like to receive a hard copy, please put your request in writing to HiWave Technologies plc, Regus House, 1010 Cambourne Business Park, Cambourne, Cambridgeshire, CB23 6DP.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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