1st Quarter Results
Zen Research PLC
15 May 2001
15 May, 2001
Zen Research plc announces unaudited results
for the three months ended 31 March 2001 and that Mr. Davidi Gilo has become
Chief Executive Officer
Zen Research plc ('Zen' or the 'Company') today announces unaudited results
for the first quarter ended 31 March 2001.
Zen is the developer and licensor of Multibeam and True X technologies used in
the production of high-performance components for DVD and CD drives. Zen has
recently acquired Silicon Value, a developer of advanced ASIC solutions
generating substantial cost, performance and power enhancements.
Zen further announces that Mr. Davidi Gilo, Co-Founder and Chairman of the
Board, has in addition been appointed as Chief Executive Officer to manage the
day-to-day operations of the enlarged Zen Group. Mr. Emil Jachmann, the former
Chief Executive, has been appointed Executive Vice President to continue the
development of Zen's optical drive technologies and will remain as a Director.
Mr. Gilo stated, 'I would like to take this opportunity to thank Emil Jachmann
for his years of vision and leadership as Zen's Chief Executive Officer since
its inception. We look forward to his continued contribution and assistance.'
First Quarter Highlights
* Afreey, located in Taiwan, began prototyping a Zen-enabled DVD-
ROM drive
* A global consumer electronic company commenced development of
components for their first Zen enabled consumer product
* A licensing agreement was signed and chip development commenced
with a DVD video player company
* A further patent was awarded to Zen for Multibeam, bringing
Zen's patent portfolio to a total of 24
Current period
* Completed acquisition of Silicon Value, a developer of advanced
technologies for ASIC enhancement, which is expected to
accelerate cost reduction of future Zen-enabled chips
* Infineon Multibeama DVD-ROM chip taped out for production
Davidi Gilo, Chairman and Chief Executive, Zen Research plc,
said:
'The delays in realization of a commercial product, which are now largely
behind us, lead us to conclude that we will not have significant volume sales
of Zen enabled DVD-ROM drives in 2001. In addition, the slowing PC market
worldwide, combined with the current PC and component pricing pressures, as
well as the oversupply of components and final products has reduced our
visibility into 2002.
'We have taken steps to adapt to the changing economic conditions of the
marketplace. Silicon Value was a timely acquisition and will create
significant cost savings to Zen- enabled ASICs in an increasingly price driven
market. We are also working with our other component licensees to adjust to
these changing conditions.
'Silicon Value is well-positioned to benefit from similar pricing trends in
the broader chip market by offering solutions to silicon providers who are
under pressure to produce cheaper and smaller chips.
'I am aware of the many challenges that we face. I will be working with the
rest of Zen management team, employees, and partners and will use my 15 years
of experience managing high-tech companies which produced low-cost, high
volume consumer and communications products, primarily for the Japanese
markets, to successfully meet Zen's objectives.'
For further information:
Zen Research plc Tel: +44 (0)207 382 0470
Davidi Gilo, Chairman and Chief Executive
Mark Way, Vice President Investor Relations
Bell Pottinger Financial Tel: +44 (0)207 353 9203
Matthew Moth / Oliver Jones
www.zenresearch.com
REVIEW OF BUSINESS ACTIVITIES
PC DVD drives
'Raptor', Infineon's 'Powered by Zen' DVD-ROM drive controller ASIC, which was
first fabricated for test samples at the end of last year, has required an
extended testing period. Production samples were taped out on April 30 2001.
We expect Infineon to be ready for initial mass production in July 2001, but
the delay has lead to some uncertainty with respect to the production
schedules of Zen enabled DVD-ROM drives, for at least the short term.
The downturn in the global PC market has caused a backlog of drive products
and components and has very recently created a price war declared by the
leading PC companies which is likely to add pricing pressure for Zen drives.
Despite this, Zen's licensing partners remain committed to developing Zen
enabled DVD-ROM drives. Afreey began prototyping a Zen-enabled DVD-ROM drive
during the period.
Other applications
Good progress continues to be made with the global consumer electronics
manufacturer, who has already commenced development of components for their
first Zen-enabled consumer product.
Following the signing of a licensing agreement with a DVD video player
company, chip development has already commenced and is generating revenue in
the form of engineering fees, with royalties expected next year.
We expect the recent acquisition of Silicon Value to play a key role in the
application of Zen's technology into a wider range of consumer products which
demand smaller, cheaper, less power hungry components, which is Silicon
Value's speciality.
FINANCIAL COMMENTARY
Turnover
Turnover for the three months ended 31 March 2001 increased to US$182,000
compared to US$87,000 for the comparable period ended 31 March 2000. This
represents engineering fees earned during the period, whereas, turnover for
the three month period ended 31 March 2000 represents royalties.
Research and development
Research and development expenses increased to US$3.1 million for the three
month period ended 31 March 2001 compared to the corresponding period amount
of US$1.6 million. This increase reflects the increase in headcount and
related expenses, expenditures on outside engineering services to develop and
enhance Zen's intellectual property and increased facilities expenses.
Other operating expenses
Other operating expenses for the three month period ended 31 March 2001
increased to US$1.9 million, compared to US$888,000 for the corresponding
prior year three month period. This increase was mainly due to increased
headcount and related expenses, professional fees, insurance, marketing
programs and other costs arising from Zen's growth and status as a listed
company.
Consolidated Balance Sheet
Cash on hand and short-term investments increased at 31 March 2001 to US$92.6
million compared to US$2.1 million at 31 March 2000. This increase was mainly
due to the successful public offering on the London Stock Exchange. Proceeds
from this issue were partially used to reduce the outstanding amount due to
creditors falling due within one year.
CURRENT PERIOD
Acquisition of Silicon Value
On 24 April 2001, New Silicon Value plc, a subsidiary of Zen Research plc,
acquired most of the assets of Silicon Value (S.V.) Ltd. for US$22.25 million.
New Silicon Value is a developer of highly advanced technology and chip
designs that significantly reduce the size, and thereby the cost, of complex
ASICs.
This technology is directly applicable to the ASICs designed by Zen for
Multibeam optical drives. Silicon Value already has established customers for
whom they have provided chip size (and therefore cost) reductions of 50%. We
believe that through close integration with Zen's existing technicians these
efficiencies will ultimately lead to a reduction in the cost of Multibeam
components.
Management changes
Davidi Gilo, formerly non-Executive Chairman of Zen Research plc, has become
Executive Chairman and Chief Executive of Zen Research plc. Prior to
co-founding Zen, Mr. Gilo founded and held chief executive posts at DSP Group
and DSP Communications. DSP Group develops digital signal processing
integrated circuits and software for digital speech products targeted at the
consumer telephone and computer technology markets. DSP Communications
designed and developed chip sets for wireless personal communications
applications and was purchased by Intel Corporation in 1999 for approximately
US$1.6 billion. Mr. Gilo also serves as the Chairman of Vyyo Inc. which is a
publicly traded company on NASDAQ in the broadband wireless area.
Mr Gilo has successfully taken advanced technologies and turned them into
successful companies. He has experience in managing complex businesses
effectively. He co-founded Zen and has a proven track record in the silicon
industry.
Independent review report to ZEN Research plc
Introduction
We have been instructed by the company to review the financial information set
out below and we have read the other information contained in the interim
report for any apparent misstatements or material inconsistencies with the
financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by the directors. The Listing
Rules of the Financial Services Authority require that the accounting policies
and presentation applied to the interim figures should be consistent with
those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999
/4 issued by the Auditing Practices Board. A review consists principally of
making enquiries of management and applying analytical procedures to the
financial information and underlying financial data and, based thereon,
assessing whether the accounting policies and presentation have been
consistently applied unless otherwise disclosed. A review excludes audit
procedures such as tests of controls and verification of assets, liabilities
and transactions. It is substantially less in scope than an audit performed in
accordance with Auditing Standards and therefore provides a lower level of
assurance than an audit. Accordingly, we do not express an audit opinion on
the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the three months
ended 31 March 2001.
PricewaterhouseCoopers
Chartered Accountants and Registered Auditors
London
14 May 2001
Zen Research plc
Results for the quarter and year ended 31 March 2001
Consolidated profit and loss accounts
Audited Year
Unaudited Quarter ended
ended
31 31
March December
2001 2000 2000
US$ '000 US$ '000
Turnover 182 87 271
Research and (3,110) (1,595) (8,295)
development
Other operating (1,949) (888) (4,968)
expenses excluding
exceptional items
Exceptional items: - - ( 5,806)
Costs in connection
with initial public
offering
------- ------- -------
Total other operating (1,949) (888) (10,774)
expenses
------- ------- -------
Total operating (5,059) (2,483) (19,069)
expenses
------- ------- -------
Loss on ordinary (4,877) (2,396) (18,798)
activities before
interest and taxation
Net interest receivable/(payable) 1,062 (309) 1,647
------- ------- -------
Loss on ordinary (3,815) (2,705) (17,151)
activities before
taxation
Taxation on ordinary (122) (15) (354)
activities
------- ------- -------
Loss on ordinary (3,937) (2,720) (17,505)
activities after
taxation
======== ======== ========
Basic loss per share (0.02) (0.02) (0.11)
(US dollars)
======== ======== ========
Fully diluted loss per (0.02) -- (0.11)
share
(US dollars)
======== ======== ========
Weighted Average 179,919,331 127,763,019 152,730,242
Ordinary Shares
======== ======== ========
The Company has no recognised gains and losses in any of the periods shown
above other than the loss for the period shown in the relevant profit and loss
account. Accordingly, no separate statement of total recognised gains and
losses has been presented.
Zen Research plc
Consolidated balance sheet
Unaudited Audited Unaudited
31 March 31 31 March
December
2001 2000 2000
US$ '000 US$ '000 US$ '000
1,008 1,147 460
Fixed assets
1,938 1,745 1,430
Intangible assets
Tangible assets
-------- -------- --------
2,946 2,892 1,890
Current assets
83,368 42,726 --
Short-term investments
Debtors - due after 1,323 1,826
1,503
more than one year
1,014 583 296
Debtors - due within
one year
-------- -------- --------
85,705 44,812 2,122122
9,185 54,192 2,078
Cash at bank and in
hand
-------- -------- --------
94,890 99,004 4,200
Creditors - Amount
(3,817) (4,958) (10,878)
falling due within one year
-------- -------- --------
91,073 94,046 (6,678)
Net current
assets/(liabilities)
-------- -------- --------
94,019 96,938 (4,788)
Total assets less current liabilities
(4,471) (1,939)
Creditors - Amounts falling due after more
than one year (4,050)
-------- -------- --------
89,548 92,888 (6,727)
Net assets
/(liabilities)
-------- -------- --------
Capital and reserves
13,648 13,562 9,723
Called up share
capital
101,040 100,529 --
Share premium
37,832 37,832 27,800
Other reserves
(62,972) (59,035) (44,250)
Profit and loss account
-------- -------- --------
89,548 92,888 (6,727)
Total equity
shareholders'
funds/(deficit)
========= ========= =========
Zen Research plc
Consolidated cash flow statement
Unaudited Audited
Quarter ended Year ended
31 March 31 December
2001 2000 2000
US$ '000 US$ '000
Net cash outflow from
operating activities before
exceptional items (6,228) (1,870) (13,052)
Exceptional items - Costs in - - (5,806)
connection with initial
public offering
Net cash outflow from (6,228) (1,870) (18,858)
operating activities
-------- -------- --------
Returns on investments and
servicing of finance
Interest received 1,483 2 3,195
Interest paid -- (240) (635)
Net inflows/(outflows) from
returns on investments and
servicing of finance 1,483 (238) 2,560
Taxation -- 5 (116)
Capital expenditure and
financial investments
Purchase of intangible fixed -- -- (1,000)
assets
Purchase of fixed assets (397) (72) (1,299)
Sale of tangible fixed assets -- -- 119
-------- -------- --------
Net cash outflow for capital (397) (72) (2,180)
expenditure
Management of liquid resources (40,642) (100) (42,726)
Financing
Repayment of borrowings -- -- (1,800)
Proceeds from advances in
respect of royalties -- 1,500 3,000
Net, proceeds from issuances of
ordinary shares 597 -- 104,368
Proceeds from issue of shares -- 2,056 9,348
of Zen Research NV
Repayment of loan notes due 180 550 3,773
from shareholders
-------- -------- --------
Net cash inflow from financing 777 4,106 118,689
-------- -------- --------
Increase/(decrease) in cash (45,007) 1,831 57,369
========= ========= =========
Notes to the Preliminary Announcement of Zen Research plc
1. Basis of preparation
The financial information for the quarter ended 31 March 2001 has
been prepared on the basis of the accounting policies set out in the
financial statements for the year ended 31 December 2000, under the
historical cost convention and in accordance with accounting standards
applicable in the United Kingdom.
2. Loss per share
Basic loss per share is calculated by dividing the loss
attributable to ordinary shareholders by the weighted average number
of ordinary shares in issue during the period. Diluted loss per share
is adjusted for the effect of potential ordinary shares, such as share
options and warrants.
3. Reconciliation of movements in shareholders funds/(deficit)
Quarter ended 31 March
2001 2000
US$'000
Loss for the period (3,937) (2,720)
Proceeds of issue of ordinary 597 --
shares
Proceeds of shares by Zen -- 2,306
Research NV
-------- --------
Net reduction in shareholders' (3,340) (414)
funds / (deficit)
Opening shareholders' funds / 92,888 (6,313)
(deficit)
-------- --------
Closing shareholders' funds / 89,548 (6,727)
(deficit)
======== ========
4. Notes to the consolidated cash flow statements
Quarter ended 31 March
2001 2000
US$'000
Operating loss (4,877) (2,396)
Depreciation of tangible fixed 204 164
assets
Amortisation of intangible fixed 139 88
assets
Increase in debtors (431) (105)
Increase/(decrease) in creditors (1,263) 379
-------- --------
(6,228) (1,870)
======== ========
5. Reconciliation of net cash flow to movements in net funds / (debt)
Quarter ended 31 March
2001 2000
US$'000
(Decrease) / increase in cash (45,007) 1,831
Movement in liquid resources 40,642 -
Exchange differences - (119)
-------- --------
Movement in net funds / (debt) (4,365) 1,712
Net funds / (debt) 1 January 96,918 (4,977)
-------- --------
Net funds / (debt) 31 March 92,553 (3,265)
======== ========
6. Subsequent events
In April 2001, Zen acquired most of the assets of Jerusalem-based
Silicon Value Ltd. ('Silicon Value'), a subsidiary of the
NASDAQ-listed Tioga Technologies, for a total of US$22.25 million in
cash and debt assumption. The assets were acquired by a wholly owned
subsidiary of Zen Research plc, New Silicon Value plc. As of 31 March
2001, the net book amount value of the assets purchased was US$3.3
million.
The financial information contained in this announcement does not constitute
statutory accounts within the meaning of Section 240 of the Companies Act
1985. The Company was incorporated on 30 December 1999, and the financial
statements for the year ended 31 December 2000 have not yet been delivered to
the Registrar of Companies, although the auditors have reported on them. The
auditors' report was unqualified and did not contain a statement either under
Section 237(2) or Section 237 (3) of the Companies Act 1985.
This press release contains forward-looking statements regarding among other
things the future success of ZenO technology and the potential cost reduction
of future Zen-enabled chips using New Silicon Value technology. These forward
looking statements are based on current expectations and are subject to risks
and uncertainties. Actual events and results may differ materially from those
described in these forward-looking statements, as a result of several factors,
including the successful implementation of Zen technology, the successful
integration of New Silicon Value into Zen, the achievement of cost reduction
of Zen-enabled chips by New Silicon Value, the ability of Zen and New Silicon
Value to successfully market and sell their products under current market
conditions, and other risk factors as set forth in the Zen Offering Circular
dated June 26, 2000.