16th Mar 2010 07:00
Amphion Innovations plc
Preliminary Results for the year to 31 December 2009
Amphion Innovations plc (LSE: AMP) ("Amphion" or "the Company"), which builds shareholder value in high growth companies in the medical and technology sectors, today announces its preliminary results for year ended 31 December 2009.
Highlights
Trading and financial performance
·; Revenue increased by 22% to US $8.6 million in 2009 (2008: US $7.1 million)
·; Gross profit increased by almost 70% to US $5.8 million (2008: US $3.4 million)
·; NAV per Share broadly flat at US $0.42 (2008: US $0.44)
·; Operating loss narrowed to US $892,937 (2008: US $3.4 million loss)
·; Loss for the year increased to US $2.9 million primarily due to reduction of fair value of investments of US $1.8 million (2008: US $1.2 million primarily as a result of fair value increase on investments of US $2.0 million)
·; Net cash generated from operating activities US $1.7 million (2008: US $2.4 million negative)
·; Additional US $4.2 million raised through issue of Convertible Promissory Note
Intellectual property (IP)
·; First full year of income from IP licensing
·; Revenue generated from IP licensing rose 40% to US $7.6 million in 2009
·; Increased scope of future licensing income with successful re-examination of '502 patent
·; Large number of potential licensees identified
·; IP assets are carried at amortised cost and their full value is not reflected in the NAV
·; Examining options to further capitalise on IP income
Partner Companies
·; Post year end, Kromek completed the oversubscribed Series D financing of £12.3 million
·; Axcess reports record revenues of US $4.9 million
·; Myconostica raised £1.75 million in a Series D financing
·; Positive preclinical study results of WellGen's proprietary black tea extract advances lead medical food into the final phase of clinical development
Richard C.E. Morgan, Amphion's Chief Executive Officer said:
'Alongside the continued progress made by our Partner Companies, a key achievement in 2009 has been the successful development of a significant secondary revenue stream through our IP licensing and development subsidiary, DataTern. This has been achieved by the signing of 14 new licenses with leading international companies and we are pursuing further licenses from a number of other large corporations. Income from IP has enabled the business to offset a more challenging environment for capital raisings and equally importantly has served to highlight the importance and value of IP throughout our business.
'Our Partner Companies all made good progress during the year. Kromek, in particular, had a very successful period culminating in a significantly oversubscribed fund raising in January 2010. Looking ahead, we will seek to maximise the potential of the IP licensing programme, alongside raising new capital which together will enable us to add value to our Partner Companies and support their continued development."
Enquiries
Amphion Innovations +1 212 210 6224
Charlie Morgan
Cardew Group +44 020 7930 0777
Tim Robertson/ Jamie Milton/ Daniela Cormano
Charles Stanley Securities, Nominated Advisor +44 020 7149 6000
Mark Taylor
Chairman and CEO's Statement
Results
Amphion continued to make progress in 2009. The continued success of our intellectual property (IP) licensing programme has been a critical factor in getting the Company to narrow its operating loss for the year and to enable us to raise additional capital through the issue of the Convertible Promissory Note (CPN). It is very gratifying that in the last two years Amphion has essentially established a strong second leg to our business with the IP licensing programme, which is driving a significant change in our operating and financial profile.
Revenue generated from IP licensing rose 40% to US $7.6 million in 2009. As a result of the success of the licensing programme, Amphion's total revenue increased by 22% to US $8.6 million in 2009 (2008: US $7.1 million) and gross profit increased by almost 70% to US $5.8 million (2008: US $3.4 million). Since our IPO in 2005 our revenue has increased by 76% per annum compound. As a result the total loss from operations narrowed from US $3.4 million in 2008 to US $892,937 in 2009.
Our reported Net Asset Value (NAV) per Share was US $0.42 as at 31 December 2009 compared to US $0.44 in 2008 and has remained in the US $0.40 to US $0.45 per Share range for about the last two years. Since Amphion's IPO in 2005 the NAV per Share has grown by 16.1% per annum compound from US $0.22 to US $0.42. Certain of our individual holdings of equity may be revalued in a new round of financing and those changes may be downward compared with most recent valuations. However, in this eventuality the overall impact on our NAV per Share is likely to be moderated by our holdings of convertible debt and by other assets in the Partner Companies that we do not believe would be impacted in this way. It should also be noted that Amphion's holding of intellectual property assets, which are valued at amortised cost, are producing sizable levels of gross income which we believe will continue in the future and could lead to an increase in value. While their progress has been slowed by the market environment, none of the Partner Companies is standing still and we expect to see significant growth in the years ahead.
Intellectual Property Licensing Programme
Amphion's IP licensing programme made good progress over the course of 2009. Amphion's wholly-owned subsidiary, DataTern, Inc., signed additional non-exclusive intellectual property license agreements with 14 leading international companies over the year, bringing the total number of licensees of the ORM technology to 18.
As we reported in our Interim Statement in August we were delighted to learn that the US Patent and Trademark Office (the USPTO) had given notice of the positive outcome of the reexamination of the second of our two key patents, what we call the '502 patent. Up to that time, our licensing activity was focused mainly on the second of these two patents, the '402 patent. It is a major accomplishment getting the '502 patent successfully through the reexamination process, not only with all 18 original claims intact but with 26 new ones added. We are only just now starting to approach potential licensees about a license to '502, although all companies that have already settled with us have obtained a fully paid-up license to both these two patents. Our confidence in the fundamental strength of this technology and IP is even stronger now than it was one year ago.
Over the past seven years that we have been developing our capabilities in this area, we have established a solid second leg to our business, which we expect to continue to grow and have a positive impact on our primary business. Until June of 2008, we were investing in these capabilities and most of the costs associated with establishing this business have been expensed as incurred. Even today, despite the continued success of this programme, only about US $1.3 million of value is shown in our balance sheet (and Net Assets) for our intellectual property assets due to the fact that they are accounted for at amortised cost. Like much of the IP underlying our Partner Companies, we believe the ORM patents are fundamental and important and that many companies managing complex data in an IT setting should require a license to the technology to continue to "practice the art". We believe that there remain a very large number of additional potential licensees and that we should be able to generate a significant amount of revenue from this asset over the next few years. In due course, once Amphion has recovered its sunk costs, we will start sharing this revenue stream with FireStar (where the ORM technology and patents were originally developed), so FireStar should then benefit directly as well. Our longer term goal is to develop our IP licensing activities further, beyond the ORM technology programme, to support additional licensing programmes in the future.
Key Role of IP Management in the Amphion Model
Our basic business model remains unchanged: we remain committed to starting and building high potential companies based on innovative and proprietary but basically proven technology. Each one of our companies is carefully selected to address established markets in excess of US $1 billion and to have target exit values in excess of US $100 million. Our ability to select good IP and to develop the IP portfolios in each of our Partner Companies is a critical success factor and is getting steadily stronger as we deepen our knowledge and experience in this area. This underpins Amphion's investment in each Partner Company at the outset and as it develops.
Kromek is a case in point where we remain excited by the business potential. There is an urgent need for products that apply innovative technology to security, industrial and medical applications where solutions are sorely needed and current technology does an inadequate job. But Kromek is also a particularly good case study of our general approach to the growth of IP portfolios. In 2005, when we were initially evaluating a commitment to Kromek, it had one (important) process patent. Today it has over fifty patents covering many different aspects of multispectral x-ray detection and imaging and the number continues to grow rapidly.
We are excited by the company's progress and prospects, but Kromek is not unique. We are taking the same systematic approach to developing the IP portfolio of each one of our companies. In each case our primary goal remains the same: to develop a sound business that is very valuable as an IPO or to an acquirer. However, in the final analysis, if the company is not able to succeed as a business, a really distinguished IP portfolio can provide a valuable insurance policy for the investors. In those circumstances Amphion's ability to monetise such an IP portfolio is an important strategic asset for the company, as evidenced by the growing revenue stream from the IP licensing programme.
Amphion in the Middle East
We believe the Middle East is now beginning to see the first signs of recovery from the recent financial crisis and economic conditions, particularly in those countries that enjoy an abundance of oil and gas reserves, including Kuwait, Qatar, Abu Dhabi, and Saudi Arabia. A number of projects are currently under development and in November, Amphion signed a partnership agreement with Kuwait University, the State's first and oldest University. This agreement is aimed at establishing and operating a Technology Transfer Unit (TTU) at the University, which will be the first in-house TTU in Kuwait. Our presence in the region and our projects are being carefully selected to benefit Amphion as a whole and our Partner Companies in particular.
Prospects for 2010 and Beyond
We expect our IP licensing programme to be a key source of financial support for the Company and complement the completion of the CPN issue, which stood at £4.9 million (US $7.5 million) at the year end. Since then an additional £850,000 has been issued bringing the total to £5.7 million. The goal is to issue up to £7 million (US $11 million) of CPN. If we manage to meet our revenue generation objectives, Amphion should be able to cover most, if not all, of its direct operating costs, including the cost of servicing the coupon on the CPN. In parallel with completing the issue of CPN, we are actively exploring alternative ways of raising capital and providing additional resources for our Partner Companies. We hope to be able to report on these initiatives as the year progresses.
For our business model to work we need continuous access to capital. Capital for early stage emerging technology companies remained very scarce throughout 2009. For the broader economic recovery to make a positive impact on Amphion, we need to see a return of a viable IPO market. We continue to believe that a number of our companies should be ready to approach the IPO market as and when it revives but we believe that conditions will improve slowly, if at all, during 2010.
While we remain cautious, we believe in the strength of our model and the quality of our Partner Companies. We are focused on driving revenues from our IP programme which together with the completion of the CPN issue will mean we can continue to add value to our Partner Companies and, through our significant shareholdings in each one, build a large amount of value for our Amphion shareholders.
Below we provide a summary of progress made with each of our Partner Companies during 2009.
Axcess International, Inc. became profitable in the first half of 2009, achieving record year end revenues in 2009 of US $4.9 million, as it implemented its comprehensive security system based on the successful delivery of a port personnel security contract valued at US $3.2 million in Trinidad and Tobago. The company successfully signed and announced a product and marketing partnership with Assay Abloy's HID access control division to embed proximity access control codes into Axcess' Dot Wireless Credential product which will be introduced into the market in Q1 2010.
FireStar Software, Inc. extended its successful partnership with OMG to include OMG MDMI Labs, to further accelerate the adoption of the MDMI Standard. FireStar also developed a partnership with Southeast Michigan Health Information Exchange in order to assist them in building their Information Exchange and is working with the European and US patent offices to clarify and enhance existing EdgeNode™ patent applications.
Kromek launched its second product in June 2009, the 311+ Scanner, at the TranSec World Expo in Amsterdam, intended to scan for liquids in quart sized bags as well as a variety of bottles in airport security. Kromek was also awarded a US $4 million contract from the US Defense Threat Reduction Agency for the development of Detectors from Vapour Growth Cadmium Zinc Telluride material and completed the UK Government contract for developing new generation baggage scanning systems. In addition, over the course of the year, Kromek's first product, the Bottle Scanner, underwent successful trials at Newcastle Airport. Post year end, Kromek completed the oversubscribed J round of its Series D financing of £12.3 million.
m2m Imaging Corp. grew its business by 18%, in 2009, expanding its B2B supply relationships with Siemens Molecular Imaging, Varian, Mediso Medical Imaging, and Scanco of Switzerland to provide key components and accessories for their imagers, while also expanding its direct sales to end-user customers.
Motif BioSciences, Inc.'s partnership with Imperial College London and Professor Philippe Froguel began to yield results. Currently, these discoveries include specific genetic associations with type 2 diabetes, obesity, hypertension, and dyslipidemia. Motif also applied to the Qatar National Research Fund for funding of an ambitious study of the genetics of response to metformin and expanded its discussions to partner with and initiate research projects with a variety of companies and international academic medical centres in the areas of target gene discovery, biomarker discovery, biomarker development, prospective pharmacogenomics, and drug re-profiling.
Myconostica, Ltd.achieved the CE marking for and completed updating of its Aspergillus assay and commenced sale in Europe of the 2nd generation MycAssayTM Aspergillus product. During August 2009, Myconostica successfully raised £1.75 million in a Series D financing. In January 2010, the company received a license from Health Canada for the sale of MycAssayTM Aspergillus and MycAssayTM Pneumocystis, and appointed as exclusive distributers Inverness Medical Canada for Canada, along with Bactus AB for Sweden and Finland. During January 2010 Myconostica also launched a new version of MycAssayTM Pneumocystis, with improved clinical performance and increased analytical sensitivity.
PrivateMarkets, Inc. built upon its Q4 2008 launch in the Texas electricity market throughout 2009 with growth in trading volumes of its platform exceeding expectations leading to a 25% increase in the customer base by the close of the year. The company has initiated discussions with the Chicago Mercantile Exchange regarding the addition of clearing services that will position the product for expansion into other regional markets in 2010.
WellGen, Inc.introduced its first commercial products range in 2009 under the brand name TeAmé - a line of natural food supplements that address important health needs of baby boomers: joint health, stress management, immune defense, and exercise nutrition. WellGen signed a Memorandum of Understanding with RFI Ingredients to collaborate on a range of opportunities to create and market therapeutic nutrition products. Finally, during 2009, a preclinical study of WellGen's proprietary black tea extract concentrate demonstrated that it significantly improves glucose control including the measure of HbA1c, thereby advancing the company's lead medical food into the final phase of clinical development for diabetes.
Amphion Innovations plc |
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Consolidated statement of comprehensive income |
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For the year ended 31 December 2009 |
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Notes |
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Year ended |
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Year ended |
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31 December 2009 |
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31 December 2008 |
Continuing operations |
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US $ |
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US $ |
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Revenue |
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4 |
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8,658,271 |
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7,087,944 |
Cost of sales |
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(2,867,253) |
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(3,676,250) |
Gross profit |
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5,791,018 |
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3,411,694 |
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|
|
|
|
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Other operating income |
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- |
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7,000 |
Administrative expenses |
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|
(6,683,955) |
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(6,799,792) |
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|
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Operating loss |
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(892,937) |
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(3,381,098) |
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|
|
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Fair value (losses)/gains on investments |
|
|
|
(1,792,349) |
|
1,967,216 |
Interest income |
|
8 |
|
415,780 |
|
274,788 |
Other gains and losses |
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|
|
(5,377) |
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(22,433) |
Finance costs |
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9 |
|
(332,722) |
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(29,878) |
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Loss before tax |
|
6 |
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(2,607,605) |
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(1,191,405) |
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Tax on loss |
|
10 |
|
(350,005) |
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(13,130) |
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Loss for the year |
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|
(2,957,610) |
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(1,204,535) |
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Other comprehensive income |
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Exchange differences arising on translation |
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of foreign operations |
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24,431 |
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(41,248) |
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Other comprehensive income/(loss) for the year |
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24,431 |
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(41,248) |
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Total comprehensive loss for the year |
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(2,933,179) |
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(1,245,783) |
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Earnings per share |
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11 |
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Basic |
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US |
$ (0.02) |
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$ (0.01) |
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Diluted |
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US |
$ (0.02) |
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$ (0.01) |
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Amphion Innovations plc |
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Company statement of comprehensive income |
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For the year ended 31 December 2009 |
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Year ended |
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Year ended |
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Notes |
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31 December 2009 |
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31 December 2008 |
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|
US $ |
|
US $ |
Continuing operations |
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|
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|
|
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|
|
|
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Administrative expenses |
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|
(2,362,301) |
|
(2,464,160) |
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Operating loss |
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|
(2,362,301) |
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(2,464,160) |
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Fair value (losses)/gains on investments |
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|
(1,554,053) |
|
1,665,716 |
Interest income |
8 |
|
413,751 |
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314,445 |
Other gains and losses |
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|
(5,377) |
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(22,433) |
Finance costs |
9 |
|
(322,173) |
|
(26,229) |
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Loss before tax |
6 |
|
(3,830,153) |
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(532,661) |
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Tax on loss |
10 |
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- |
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- |
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Loss for the year |
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(3,830,153) |
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(532,661) |
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Other comprehensive income for the year |
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- |
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- |
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Total comprehensive loss for the year |
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(3,830,153) |
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(532,661) |
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Amphion Innovations plc |
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Consolidated statement of financial position |
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At 31 December 2009 |
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Notes |
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31 December 2009 |
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31 December 2008 |
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US $ |
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US $ |
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Non-current assets |
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Intangible assets |
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12 |
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1,269,034 |
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2,150,415 |
Property, plant and equipment |
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13 |
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15,624 |
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19,726 |
Security deposit |
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70,735 |
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121,694 |
Investments |
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15 |
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60,938,995 |
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59,029,932 |
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62,294,388 |
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61,321,767 |
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Current assets |
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Prepaid expenses and other receivables |
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16 |
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1,701,914 |
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1,566,911 |
Cash and cash equivalents |
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3,266,221 |
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630,404 |
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4,968,135 |
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2,197,315 |
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Total assets |
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67,262,523 |
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63,519,082 |
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Current liabilities |
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Trade and other payables |
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16, 17 |
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4,390,924 |
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1,952,779 |
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Non-current liabilities |
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Convertible promissory notes |
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18 |
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7,518,290 |
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3,279,950 |
Trade and other payables |
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16, 17 |
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- |
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1,140,739 |
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7,518,290 |
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4,420,689 |
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Total liabilities |
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11,909,214 |
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6,373,468 |
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Net assets |
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55,353,309 |
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57,145,614 |
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Equity |
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Share capital |
|
19 |
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2,457,657 |
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2,429,342 |
Share premium account |
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37,403,821 |
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36,291,262 |
Translation reserve |
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(13,957) |
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(38,388) |
Retained earnings |
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15,505,788 |
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18,463,398 |
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Total equity |
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55,353,309 |
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57,145,614 |
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The financial statements were approved by the Board of Directors and authorised for issue on |
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15 March 2010. They were signed on its behalf by: |
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Director |
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Director |
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Richard M. Mansell-Jones |
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Robert J. Bertoldi |
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Amphion Innovations plc |
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Company statement of financial position |
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At 31 December 2009 |
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Notes |
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31 December 2009 |
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31 December 2008 |
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US$ |
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US$ |
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Non-current assets |
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Property, plant and equipment |
13 |
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- |
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2,397 |
Security deposit |
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70,735 |
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121,694 |
Investments |
15 |
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59,044,515 |
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58,397,156 |
Investment in subsidiaries |
14 |
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1,915,518 |
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643,467 |
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61,030,768 |
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59,164,714 |
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Current assets |
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Prepaid expenses and other receivables |
16 |
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1,971,692 |
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1,748,986 |
Cash and cash equivalents |
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|
1,411,079 |
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538,018 |
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3,382,771 |
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2,287,004 |
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Total assets |
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64,413,539 |
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61,451,718 |
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Current liabilities |
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Trade and other payables |
16, 17 |
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2,078,479 |
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638,087 |
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Non-current liabilities |
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Convertible promissory notes |
18 |
|
7,518,290 |
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3,279,950 |
Trade and other payables |
16, 17 |
|
- |
|
27,632 |
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|
7,518,290 |
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3,307,582 |
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Total liabilities |
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|
9,596,769 |
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3,945,669 |
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Net assets |
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|
54,816,770 |
|
57,506,049 |
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Equity |
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Share capital |
19 |
|
2,457,657 |
|
2,429,342 |
Share premium account |
|
|
37,403,821 |
|
36,291,262 |
Retained earnings |
|
|
14,955,292 |
|
18,785,445 |
|
|
|
|
|
|
Total equity |
|
|
54,816,770 |
|
57,506,049 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The financial statements were approved by the Board of Directors and authorised |
|
|
|||
for issue on 15 March 2010. They were signed on its behalf by: |
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director |
|
|
Director |
|
|
Richard M. Mansell-Jones |
|
|
Robert J. Bertoldi |
|
|
Amphion Innovations plc |
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of changes in equity |
|
|
|
|
|
|
|
|
|||
For the year ended 31 December 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
|
|
|
|
|
|
|
|
|
Share |
|
premium |
|
Translation |
|
Retained |
|
|
|
Notes |
capital |
|
account |
|
reserve |
|
earnings |
|
Total |
|
|
|
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2007 |
|
|
2,388,071 |
|
34,772,046 |
|
2,860 |
|
19,667,933 |
|
56,830,910 |
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
|
- |
|
- |
|
- |
|
(1,204,535) |
|
(1,204,535) |
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss for the year |
|
|
- |
|
- |
|
(41,248) |
|
- |
|
(41,248) |
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
|
|
- |
|
- |
|
(41,248) |
|
(1,204,535) |
|
(1,245,783) |
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
19 |
|
41,271 |
|
859,444 |
|
- |
|
- |
|
900,715 |
|
|
|
|
|
|
|
|
|
|
|
|
Incremental costs directly attributable |
|
|
|
|
|
|
|
|
|
|
|
to issue of shares |
20 |
|
- |
|
(41,423) |
|
- |
|
- |
|
(41,423) |
|
|
|
|
|
|
|
|
|
|
|
|
Recognition of share-based payments |
22 |
|
- |
|
701,195 |
|
- |
|
- |
|
701,195 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2008 |
|
|
2,429,342 |
|
36,291,262 |
|
(38,388) |
|
18,463,398 |
|
57,145,614 |
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
|
- |
|
- |
|
- |
|
(2,957,610) |
|
(2,957,610) |
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income for the year |
|
- |
|
- |
|
24,431 |
|
- |
|
24,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
|
|
- |
|
- |
|
24,431 |
|
(2,957,610) |
|
(2,933,179) |
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
19 |
|
28,315 |
|
306,807 |
|
- |
|
- |
|
335,122 |
|
|
|
|
|
|
|
|
|
|
|
|
Recognition of share-based payments |
22 |
|
- |
|
805,752 |
|
- |
|
- |
|
805,752 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2009 |
|
|
2,457,657 |
|
37,403,821 |
|
(13,957) |
|
15,505,788 |
|
55,353,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amphion Innovations plc |
|
|
|
|
|
|
|
|
|
Company statement of changes in equity |
|
|
|
|
|
|
|
|
|
For the year ended 31 December 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share |
|
|
|
|
|
|
|
Share |
|
premium |
|
Retained |
|
|
|
Notes |
|
capital |
|
account |
|
earnings |
|
Total |
|
|
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2007 |
|
|
2,388,071 |
|
34,772,046 |
|
19,318,106 |
|
56,478,223 |
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
|
- |
|
- |
|
(532,661) |
|
(532,661) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
|
|
- |
|
- |
|
(532,661) |
|
(532,661) |
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
19 |
|
41,271 |
|
859,444 |
|
- |
|
900,715 |
|
|
|
|
|
|
|
|
|
|
Incremental costs directly attributable |
|
|
|
|
|
|
|
|
|
to issue of shares |
20 |
|
- |
|
(41,423) |
|
- |
|
(41,423) |
|
|
|
|
|
|
|
|
|
|
Recognition of share-based payments |
22 |
|
- |
|
701,195 |
|
- |
|
701,195 |
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2008 |
|
|
2,429,342 |
|
36,291,262 |
|
18,785,445 |
|
57,506,049 |
|
|
|
|
|
|
|
|
|
|
Loss for the year |
|
|
- |
|
- |
|
(3,830,153) |
|
(3,830,153) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year |
|
|
- |
|
- |
|
(3,830,153) |
|
(3,830,153) |
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
19 |
|
28,315 |
|
306,807 |
|
- |
|
335,122 |
|
|
|
|
|
|
|
|
|
|
Recognition of share-based payments |
22 |
|
- |
|
805,752 |
|
- |
|
805,752 |
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2009 |
|
|
2,457,657 |
|
37,403,821 |
|
14,955,292 |
|
54,816,770 |
|
|
|
|
|
|
|
|
|
|
Amphion Innovations plc |
|
|
|
|
|
Consolidated cash flow statement |
|
|
|
|
|
For the year ended 31 December 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
Year ended |
|
Notes |
|
31 December 2009 |
|
31 December 2008 |
|
|
|
US $ |
|
US $ |
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(892,937) |
|
(3,381,098) |
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
Depreciation of property, plant and equipment |
13 |
|
10,296 |
|
11,836 |
Amortisation of intangible assets |
12 |
|
87,520 |
|
253,935 |
Adjustment to intangible assets |
12 |
|
793,861 |
|
- |
Recognition of share based payments |
|
|
1,140,874 |
|
1,103,235 |
Increase in prepaid & other receivables |
|
|
(135,003) |
|
(927,482) |
Decrease in security deposit |
|
|
50,959 |
|
- |
Increase in trade & other payables |
|
|
1,297,406 |
|
623,776 |
Interest expense |
|
|
(332,722) |
|
(29,878) |
Income tax |
|
|
(350,005) |
|
(13,130) |
|
|
|
|
|
|
Net cash from (used in) operating activities |
|
|
1,670,249 |
|
(2,358,806) |
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
Interest received |
|
|
415,780 |
|
274,788 |
Proceeds from repayment of notes |
|
|
160,000 |
|
495,890 |
Purchases of investments |
|
|
(3,861,412) |
|
(5,915,881) |
Purchases of intangible assets |
12 |
|
- |
|
(129,714) |
Purchases of equipment |
13 |
|
(5,774) |
|
(4,173) |
Acquisition of subsidiary |
|
|
19,824 |
|
- |
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(3,271,582) |
|
(5,279,090) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
Proceeds on issue of shares, net of share issuance costs |
|
- |
|
457,252 |
|
Proceeds on issue of convertible promissory notes |
|
|
4,238,340 |
|
3,279,950 |
|
|
|
|
|
|
Net cash from financing activities |
|
|
4,238,340 |
|
3,737,202 |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
2,637,007 |
|
(3,900,694) |
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year |
|
|
630,404 |
|
4,594,007 |
|
|
|
|
|
|
Effect of foreign exchange rate changes |
|
|
(1,190) |
|
(62,909) |
|
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
|
3,266,221 |
|
630,404 |
|
|
|
|
|
|
Amphion Innovations plc |
|
|
|
|
|
Company cash flow statement |
|
|
|
|
|
For the year ended 31 December 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended |
|
Year ended |
|
Notes |
|
31 December 2009 |
|
31 December 2008 |
Operating activities |
|
|
US $ |
|
US $ |
|
|
|
|
|
|
Operating loss |
|
|
(2,362,301) |
|
(2,464,160) |
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
Depreciation of property, plant and equipment |
13 |
|
2,397 |
|
4,488 |
Recognition of share based payments |
|
|
1,140,874 |
|
1,103,235 |
Increase in prepaid & other receivables |
|
|
(222,706) |
|
(1,369,406) |
Decrease in security deposit |
|
|
50,959 |
|
- |
Increase in trade & other payables |
|
|
1,412,760 |
|
77,670 |
Interest expense |
|
|
(322,173) |
|
(26,229) |
|
|
|
|
|
|
Net cash used in operating activities |
|
|
(300,190) |
|
(2,674,402) |
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
Interest received |
|
|
413,751 |
|
314,445 |
Purchases of investments |
|
|
(3,861,412) |
|
(6,792,941) |
Proceeds from repayment of notes |
|
|
387,949 |
|
1,495,890 |
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(3,059,712) |
|
(4,982,606) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
Proceeds on issue of shares, net of share issuance costs |
|
- |
|
457,252 |
|
Proceeds on issue of convertible promissory notes |
|
|
4,238,340 |
|
3,279,950 |
|
|
|
|
|
|
Net cash from financing activities |
|
|
4,238,340 |
|
3,737,202 |
|
|
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
|
|
878,438 |
|
(3,919,806) |
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year |
|
|
538,018 |
|
4,480,257 |
|
|
|
|
|
|
Effect of foreign exchange rate changes |
|
|
(5,377) |
|
(22,433) |
|
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
|
1,411,079 |
|
538,018 |
|
|
|
|
|
|
1. General information
Amphion Innovations plc (the "Company") is a public limited company incorporated in the Isle of Man under the Companies Acts 1931 to 2004 on 7 June 2005 with registered number 113646C. The address of the registered office is 15-19 Athol Street, Douglas, Isle of Man, IM1 1LB. The principal place of business is 330 Madison Avenue, New York, NY, 10017, USA. The principal activity of the Company and its subsidiaries (the "Group") is to build shareholder value in high growth companies in the medical and technology sectors, by using a focused, hands-on company building approach, based on decades of experience in both the US and UK.
The consolidated financial statements include the accounts of Amphion Innovations plc and its four wholly owned subsidiaries, Amphion Innovations US Inc. and DataTern, Inc., which are incorporated in the United States, Amphion Innovations UK Ltd., which is incorporated in the United Kingdom, and MSA Holding Company which is incorporated in the Kingdom of Bahrain. As a result of the surrender of the 50% ownership interest held by the former shareholder in exchange for the transfer of certain assets from MSA Holding Company, with effect from 1 July 2009, the Company's ownership in MSA Holding Company increased from 50% to 100%. No goodwill arose on this transaction.
These financial statements are presented in US dollars because that is the currency of the primary economic environment in which the Company operates.
Going concern
The Group's business activities, together with factors likely to affect its future development, performance, and financial position and commentary on the Group's financial results, its cash flows and liquidity requirements are set out in the Chairman and CEO's Statement. In addition, note 16 to the financial statements includes the Group's objectives, policies, and processes for managing its capital, its financial risk management objectives, details of its financial instruments, and its exposures to liquidity risk and credit risk.
The Group has been able to meet its obligations through fund raising, providing advisory services to its Partner Companies, and from the revenue from the licensing of intellectual property. The current economic conditions create uncertainty over the Group's ability to raise new funds for itself (through the Convertible Promissory Notes programme) and its Partner Companies, the continued success of the licensing activity and advisory fees provided from its Partner Companies and the Group's ability to achieve timely exits for its investments via IPOs or trade sales.
These matters indicate the existence of material uncertainty which may cast significant doubt about 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 Board has considered various alternative operating and funding strategies should these be necessary and has a reasonable expectation that the Group has viable options to allow it to continue as a going concern. These options include the reduction in its fundings to Partner Companies, the reduction in its working capital requirements, and an acceleration of its licensing activities.
After making due enquiries, the Board has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing these financial statements.
2. Significant accounting policies
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS).
Adoption of new and revised Standards
The Group has adopted the following new and amended IFRSs as of 1 January 2009:
IFRS 8 Operating Segments
IFRS 8 is a disclosure Standard that has had no impact on the Group's reportable segments or on the reported results or financial position of the Group.
2. Significant accounting policies, (continued)
Adoption of new and revised Standards, (continued)
IAS 1 (revised 2007) Presentation of Financial Statements (effective for annual periods beginning on or after 1 January 2009)
The revised Standard has introduced a number of terminology changes (including revised titles for the condensed financial statements) and has resulted in a number of changes in presentation and disclosure. However, the revised Standard has had no impact on the reported results or financial position of the Group.
As of the date of authorisation of these financial statements, the following Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective:
First-time adoption of IFRSs (IFRS 1): amendments to IFRS 1. Amendments issued in July 2009 and January 2010. These amendments are effective for annual periods beginning on or after 1 January 2010 and July 2010, respectively, with earlier application permitted.
Amendment to IFRIC 14: Prepayments of a Minimum Funding Requirement was issued in November 2009. The amendment is effective for annual periods, beginning on or after 1 January 2011, with earlier application permitted.
IFRIC 19 Extinguishing Financial Liabilities with Equity was issued in November 2009. The interpretation is effective for annual periods, beginning on or after 1 July 2010, with earlier application permitted.
IFRS 9 Financial Instrumentswas issued in November 2009. The standard is effective for annual periods, beginning on or after 1 January 2013, with earlier application permitted.
Related Party Disclosures. Revised IAS 24 Related Party Disclosures was issued in November 2009. The revised standard is effective for annual periods beginning on or after 1 January 2011, with earlier application permitted.
In October 2009 the Board discussed responses to the exposure draft Discount Rate for Employee Benefits (Amendments to IAS 19), published in August 2009. The responses indicated that the proposed amendment raised more complex issues than had been expected. The Board therefore decided to adhere to its original plan to address measurements issues only in the context of a fundamental review. Thus, the Board decided not to proceed with the amendment.
Classification of rights issues. Classification of Rights Issues (Amendment to IAS 32) issued in October 2009. Entities are required to apply the amendment for annual periods beginning on or after 1 February 2010, but earlier application is permitted.
IFRS for SMEs. IFRS issued in July 2009.
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on the financial statements of the Group.
The financial statements have been prepared on the historical cost basis, modified by the revaluation of investments. The principal accounting policies adopted are set out below.
Improving Disclosures about Financial Instruments (Amendments to IFRS 7 Financial Instruments: Disclosures)
The amendments to IFRS 7 expand the disclosures required in respect of fair value measurements and liquidity risk. The Group has elected not to provide comparative information for these expanded disclosures in the current year in accordance with transitional reliefs offered in these amendments.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of any entity so as to obtain benefits from its activities.
The results of subsidiaries acquired during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.
All intra-group transactions, balances, income, and expenses are eliminated on consolidation.
2. Significant accounting policies, (continued)
Cash and cash equivalents
Cash and cash equivalents include balances with banks and demand deposits, which have maturities of less than three months
Investments
Investments comprise equity investments, warrants, options, and promissory notes. Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, net of transaction costs.
Investments are designated as fair value through profit and loss upon their initial recognition. Investments are carried at a value determined by management using the International Private Equity and Venture Capital Valuation Guidelines. The following broad guidelines are generally used in security valuations: a) marketable securities which are freely tradable and for which quotations are readily available are valued using their bid price, (b) all other securities are valued at fair value as estimated by management in good faith. Factors generally considered in determining fair value are the latest offering price from the most recently executed financing transactions related to the Partner Companies and comparison to similar instruments of similar companies.
Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.
Financial instruments
Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.
Prepaid expenses and other receivables
Prepaid expenses and other receivables are stated at their amortised cost which approximates their fair value. Other receivables are reduced by appropriate allowances for estimated irrecoverable amounts and do not carry any interest.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Convertible promissory notes
Compound financial instruments are required by IAS 32 Financial Instruments: Presentation to be separated into their liability and equity components upon initial recognition. To meet the definition of equity, the contract must be settled by a fixed amount of cash in exchange for a fixed amount of equity instruments. However, since the Company issued the convertible promissory notes ("CPNs") in a currency other than its functional currency, a fixed number of shares will be delivered in exchange for a variable amount of cash, therefore the definition of equity is not met. Consequently, the CPNs are classified wholly as liabilities at fair value through the profit and loss account. The warrants that were issued with the CPNs have been accounted for as part of the same financial instrument as the CPNs in accordance with IAS 39: Financial instruments - Recognition and Measurement, since they were entered into at the same time and in contemplation of each other, they have the same counterparty, they relate to the same risk and are non-transferable.
Trade and other payables
Trade and other payables are not interest bearing and are stated at amortised cost which approximates their fair value.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
2. Significant accounting policies, (continued)
Financial instruments, (continued)
Share-based payments
The Group has applied the requirements of IFRS 2 Share-based Payments.
The Group issues equity-settled share-based payments to certain employees and consultants. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the shares that will eventually vest. The fair value of equity-settled share-based payments attributable to the issue of equity instruments is charged against equity.
Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted based on management's best estimate for effects of non-transferability, exercise restrictions, and behavioral considerations.
Capital risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves, and retained earnings.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for and services provided in the normal course of business, net of VAT and other sales related taxes.
Revenue from license agreements is recognised in accordance with the substance of the agreement and when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of the revenue can be measured reliably.
Where assignment of rights for a fixed fee under a non-cancellable contract permits the licensee to exploit those rights freely and the licensor has no remaining obligations to perform, the revenue is recognised at the time of sale.
Where a license fee is contingent on the occurrence of a future event, the revenue is only recognized when it is probable that the fee will be received.
Expenses
Cost of sales
Revenue related costs only include the direct fees paid for strategic advisory services for licensing and enforcing various patents.
Interest income
Interest income is recognised on an accruals basis.
Dividend income
Dividend income from investments is recognised when the shareholders' right to receive payment has been established.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
2. Significant accounting policies, (continued)
Foreign currencies
The individual financial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in US dollars, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.
Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.
Gains and losses arising on retranslation are included in net profit or loss for the year, except for exchange differences arising on non-monetary assets and liabilities where the changes in fair value are recognised directly in equity.
On consolidation, the assets and liabilities of the Group's overseas operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly. Exchange differences arising, if any, are recognized in the statement of comprehensive income and are transferred to the Group's translation reserve.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expenditure that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred taxation is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the liability is settled or the asset realised.
Property, plant and equipment
Property, plant, and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives of 3-5 years, using the straight-line method.
Intangible assets
Intangible assets comprise patents and other intellectual property with finite useful lives and are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful lives of 5-10 years.
Impairment of tangible and intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and whenever there is an indication that the asset may be impaired.
3. Key sources of estimation uncertainty
The preparation of the Group's financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and contingencies at the date of the Group's financial statements, and revenue and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates in the Group's financial statements include the amounts recorded for the fair value of the investments and other receivables. By their nature, these estimates and assumptions are subject to an inherent measurement uncertainty and the effect on the Group's financial statements of changes in estimates in future periods could be significant.
Fair value of financial instruments
As described in note 2, the Directors use their judgment in selecting an appropriate valuation technique for financial instruments not quoted in an active market. Valuation techniques commonly used by market practitioners are applied. The estimation of fair value of unlisted shares includes some assumptions not supported by observable market prices or rates. The carrying amount of the unlisted shares is US $40.3 million (2008: US $41.9 million). Details of the assumptions used and of the results of sensitivity analyses regarding these assumptions are provided in notes 15 and 16.
Fair value of other receivables
As described in note 2, other receivables are stated at their amortised cost which approximates their fair value and are reduced by appropriate allowances for estimated irrecoverable amounts and do not carry any interest. Note 16 describes how the Group mitigates the counterparty credit risk associated with advisory fees due from Partner Companies including those that are past due at 31 December 2009. The recovery of the advisory fees due at 31 December 2009 of US $1,319,251 is dependent on the future liquidity of the Partner Companies which is currently unknown.
The valuation of the investments and other receivables at 31 December 2009 assumes that the Partner Companies continue to receive ongoing funding in accordance with their 2010 forecast. If this funding is not received, this would have an adverse impact on the valuation of the investments and the ability of the Partner Companies to settle their debts, which would in turn impact the valuation of other receivables.
4. Revenue
An analysis of the Group's and Company's revenue for the period is as follows:
|
|
Group |
|
Company |
|
Group |
|
Company |
|
|
Year ended |
|
Year ended |
|
Year ended |
|
Year ended |
|
|
31 December 2009 |
|
31 December 2009 |
|
31 December 2008 |
|
31 December 2008 |
|
|
US $ |
|
US $ |
|
US $ |
|
US $ |
Continuing operations |
|
|
|
|
|
|
|
|
Advisory fees |
|
1,044,171 |
|
- |
|
1,637,694 |
|
- |
License fees |
|
7,614,100 |
|
- |
|
5,450,250 |
|
- |
|
|
|
|
|
|
|
|
|
Fee income |
|
8,658,271 |
|
- |
|
7,087,944 |
|
- |
DataTern, Inc., a wholly owned subsidiary of the Company, has entered into an agreement with IP Navigation Group, LLC which provides strategic advisory services including licensing and enforcement of various patents held by DataTern, Inc. Under this agreement, LSC Holdings LLC ("LSC") could advance up to US $2,000,000 to DataTern, Inc. under a promissory note to pay the expenses related to the licensing and enforcement of the patents. In July 2009, the Company has also entered into an agreement with LSC entitling it to subscribe to a maximum of 1,000,000 warrants in the Company of one ordinary share subject to certain milestones being met. Under the terms of the agreement, the Company will issue the warrants in tranches of 100,000 upon LSC meeting each milestone. The milestones are linked to the net proceeds received by the Group under the terms of the agreement between IP Nav and DataTern discussed below. As at 31 December 2009, the Company had issued 300,000 warrants to LSC. The promissory note has an 8% interest rate with repayment coming exclusively from the proceeds of the licensing and enforcement programme. The note is due 18 February 2013 and is secured by the assets of DataTern, Inc. The promissory note had a US $ nil balance outstanding at 31 December 2009 (2008: US $52,563).
During 2009, IP Navigation Group, LLC assisted in obtaining non-exclusive licenses of DataTern's key database patents to various companies totaling US $7,600,000 (2008: US $5,450,250). As part of the agreement, IP Navigation Group, LLC received advisory fees of fifty percent of the gross proceeds less the repayment of expenses funded by IP Navigation Group, LLC and related interest which amounted to US $658,676, and expenses of third parties which totaled $1,206,819. The advisory fees paid to IP Navigation Group, LLC totaled US $2,867,253 (2008: US $3,676,250).
As part of the agreement for DataTern, Inc. to purchase certain of the intangible assets in December 2007, a portion of future revenues from these patents will be retained by FireStar Software, Inc. No amounts have become payable to FireStar Software, Inc. to date.
5. Business and geographical segments
Business segments
The Group has adopted IFRS 8 Operating Segments with effect from 1 January 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. In contrast, the predecessor Standard (IAS 14 Segment Reporting) required an entity to identify two sets of segments. There has been no change to the identification of the Group's reportable segments as a result of the adoption of IFRS 8.
For management purposes for 2009, the Group is organised into three business segments - advisory services, investing activities, and intellectual property. These business segments are the basis on which the Group reports its primary segment information.
Segment information about these businesses is presented below.
|
|
|
Advisory |
|
Investing |
|
Intellectual |
|
|
|
|
|
|
|
services |
|
activities |
|
property |
|
Eliminations |
|
Consolidated |
|
|
|
Year ended |
|
Year ended |
|
Year ended |
|
Year ended |
|
Year ended |
|
|
|
31 December |
|
31 December |
|
31 December |
|
31 December |
|
31 December |
|
|
|
2009 |
|
2009 |
|
2009 |
|
2009 |
|
2009 |
|
|
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
External advisory fees |
|
1,044,171 |
|
- |
|
- |
|
- |
|
1,044,171 |
|
External license fees |
|
- |
|
- |
|
7,614,100 |
|
- |
|
7,614,100 |
|
Inter-segment fees |
|
240,000 |
|
117,097 |
|
- |
|
(357,097) |
|
- |
|
Total revenue |
|
1,284,171 |
|
117,097 |
|
7,614,100 |
|
(357,097) |
|
8,658,271 |
|
Cost of sales |
|
- |
|
- |
|
(2,867,253) |
|
- |
|
(2,867,253) |
|
Gross profit/(loss) |
|
1,284,171 |
|
117,097 |
|
4,746,847 |
|
(357,097) |
|
5,791,018 |
|
Administrative expenses |
|
(1,723,186) |
|
(2,482,275) |
|
(2,835,591) |
|
357,097 |
|
(6,683,955) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment result |
|
(439,015) |
|
(2,365,178) |
|
1,911,256 |
|
- |
|
(892,937) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value losses on investments |
|
- |
|
(1,792,349) |
|
- |
|
- |
|
(1,792,349) |
|
Interest income |
|
1 |
|
413,751 |
|
5,797 |
|
(3,769) |
|
415,780 |
|
Other gains and losses |
|
- |
|
(5,377) |
|
- |
|
- |
|
(5,377) |
|
Finance costs |
|
- |
|
(322,174) |
|
(14,317) |
|
3,769 |
|
(332,722) |
|
(Loss)/profit before tax |
|
(439,014) |
|
(4,071,327) |
|
1,902,736 |
|
- |
|
(2,607,605) |
|
Income taxes |
|
- |
|
(9,610) |
|
(340,395) |
|
- |
|
(350,005) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss)/profit after tax |
|
(439,014) |
|
(4,080,937) |
|
1,562,341 |
|
- |
|
(2,957,610) |
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
1,875,497 |
|
66,080,798 |
|
3,442,772 |
|
(4,136,544) |
|
67,262,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
|
1,960,044 |
|
9,631,247 |
|
2,535,299 |
|
(2,217,376) |
|
11,909,214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital additions |
|
3,081 |
|
807 |
|
1,886 |
|
- |
|
5,774 |
|
Depreciation |
|
5,814 |
|
3,768 |
|
714 |
|
- |
|
10,296 |
|
Amortisation |
- |
|
- |
|
87,520 |
|
|
|
87,520 |
||
Recognition of share-based |
|
|
|
|
|
|
|
|
|
||
payments |
|
- |
|
1,140,874 |
|
- |
|
- |
|
1,140,874 |
5. Business and geographical segments, (continued)
For management purposes for 2008, the Group was also organised into three business segments - advisory services, investing activities, and intellectual property.
|
|
|
Advisory |
|
Investing |
|
Intellectual |
|
|
|
|
|
|
|
services |
|
activities |
|
property |
|
Eliminations |
|
Consolidated |
|
|
|
Year ended |
|
Year ended |
|
Year ended |
|
Year ended |
|
Year ended |
|
|
|
31 December |
|
31 December |
|
31 December |
|
31 December |
|
31 December |
|
|
|
2008 |
|
2008 |
|
2008 |
|
2008 |
|
2008 |
|
|
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
REVENUE |
|
|
|
|
|
|
|
|
|
|
|
External advisory fees |
|
1,637,694 |
|
- |
|
- |
|
- |
|
1,637,694 |
|
External license fees |
|
- |
|
- |
|
5,450,250 |
|
- |
|
5,450,250 |
|
Inter-segment fees |
|
240,000 |
|
173,027 |
|
- |
|
(413,027) |
|
- |
|
Total revenue |
|
1,877,694 |
|
173,027 |
|
5,450,250 |
|
(413,027) |
|
7,087,944 |
|
Cost of sales |
|
- |
|
- |
|
(3,676,250) |
|
- |
|
(3,676,250) |
|
Gross profit |
|
1,877,694 |
|
173,027 |
|
1,774,000 |
|
(413,027) |
|
3,411,694 |
|
Other operating income |
|
- |
|
- |
|
7,000 |
|
- |
|
7,000 |
|
Administrative expenses |
|
(2,114,834) |
|
(2,614,901) |
|
(2,483,084) |
|
413,027 |
|
(6,799,792) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment result |
|
(237,140) |
|
(2,441,874) |
|
(702,084) |
|
- |
|
(3,381,098) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value gains on investments |
|
- |
|
1,967,216 |
|
- |
|
- |
|
1,967,216 |
|
Interest income |
|
124 |
|
315,302 |
|
2,084 |
|
(42,722) |
|
274,788 |
|
Other gains and losses |
|
- |
|
(22,433) |
|
- |
|
- |
|
(22,433) |
|
Finance costs |
|
- |
|
(26,229) |
|
(46,371) |
|
42,722 |
|
(29,878) |
|
Profit before tax |
|
(237,016) |
|
(208,018) |
|
(746,371) |
|
- |
|
(1,191,405) |
|
Income taxes |
|
(3,696) |
|
(9,434) |
|
- |
|
- |
|
(13,130) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss after tax |
|
(240,712) |
|
(217,452) |
|
(746,371) |
|
- |
|
(1,204,535) |
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
Segment assets |
|
1,437,863 |
|
61,587,443 |
|
2,209,950 |
|
(1,716,174) |
|
63,519,082 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment liabilities |
|
813,531 |
|
697,803 |
|
2,864,817 |
|
(1,282,633) |
|
3,093,518 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital additions |
|
- |
|
2,487 |
|
131,400 |
|
- |
|
133,887 |
|
Depreciation |
|
5,856 |
|
5,811 |
|
169 |
|
- |
|
11,836 |
|
Amortisation |
- |
|
- |
|
253,935 |
|
|
|
253,935 |
||
Recognition of share-based |
|
|
|
|
|
|
|
|
|
||
payments |
|
- |
|
1,103,235 |
|
- |
|
- |
|
1,103,235 |
5. Business and geographical segments, (continued)
Geographical segments
The Group's operations are located in the United States and the United Kingdom.
The following table provides an analysis of the Group's external advisory fees by geographical location of the investment.
|
|
External advisory fees by |
||
|
|
geographical location |
||
|
|
|
|
|
|
|
2009 |
|
2008 |
|
|
US $ |
|
US $ |
|
|
|
|
|
United States |
|
780,000 |
|
1,104,450 |
United Kingdom |
|
264,171 |
|
533,244 |
|
|
1,044,171 |
|
1,637,694 |
The following table provides an analysis of the Group's external license fees by geographical location.
|
|
External license fees by |
||
|
|
geographical location |
||
|
|
|
|
|
|
|
2009 |
|
2008 |
|
|
US $ |
|
US $ |
|
|
|
|
|
United States |
|
7,600,000 |
|
5,425,000 |
Europe |
|
14,100 |
|
25,250 |
|
|
7,614,100 |
|
5,450,250 |
The following is an analysis of the carrying amount of segment assets and capital additions analysed by the geographical area in which the assets are located:
|
Carrying amount |
|
Additions to fixtures, fittings and |
||||
|
of segment assets |
|
equipment, and intangible assets |
||||
|
|
|
|
|
|
|
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
US $ |
|
US$ |
|
US $ |
|
US$ |
|
|
|
|
|
|
|
|
United States |
49,993,595 |
|
44,893,146 |
|
4,967 |
|
131,400 |
United Kingdom |
17,268,928 |
|
18,625,936 |
|
807 |
|
2,487 |
|
67,262,523 |
|
63,519,082 |
|
5,774 |
|
133,887 |
6. Loss before tax
Loss before tax has been arrived at after crediting/(charging) the following gains and losses:
|
Group |
|
Company |
|
Group |
|
Company |
|
Year ended |
|
Year ended |
|
Year ended |
|
Year ended |
|
31 December 2009 |
|
31 December 2009 |
|
31 December 2008 |
|
31 December 2008 |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
|
|
|
|
|
|
|
Net foreign exchange gains/(losses) |
(5,377) |
|
(5,377) |
|
(22,433) |
|
(22,433) |
|
|
|
|
|
|
|
|
Change in fair value of financial assets designated as at fair value through profit or loss |
(1,792,349) |
|
(1,554,053) |
|
1,967,216 |
|
1,665,716 |
|
|
|
|
|
|
|
|
Depreciation of equipment |
10,296 |
|
2,397 |
|
11,836 |
|
4,488 |
|
|
|
|
|
|
|
|
Amortisation of intangible assets |
87,520 |
|
- |
|
253,935 |
|
- |
|
|
|
|
|
|
|
|
Auditors' remuneration - audit services |
120,739 |
|
43,893 |
|
177,903 |
|
117,765 |
|
|
|
|
|
|
|
|
Auditors' remuneration - taxation services |
48,000 |
|
48,000 |
|
26,813 |
|
26,813 |
|
|
|
|
|
|
|
|
7. Staff costs
The average monthly number of employees (including Executive Directors) was:
|
|
2009 |
|
2008 |
|
|
Number |
|
Number |
|
|
|
|
|
Amphion Innovations plc, Amphion Innovations |
|
|
|
|
US Inc., and DataTern, Inc. (some employees and costs are shared) |
|
7 |
|
7 |
Amphion Innovations UK Ltd. |
|
1 |
|
2 |
|
|
|
|
|
Total for the Group |
|
8 |
|
9 |
|
|
Group |
|
Company |
|
Group |
|
Company |
|
|
2009 |
|
2009 |
|
2008 |
|
2008 |
Their aggregate remuneration comprised: |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
|
|
|
|
|
|
|
|
Wages and salaries |
|
1,648,124 |
|
772,579 |
|
2,457,373 |
|
1,084,024 |
Social security costs |
|
65,034 |
|
13,087 |
|
90,364 |
|
10,553 |
Other pension costs (see note 23) |
|
22,549 |
|
- |
|
26,715 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
1,735,707 |
|
785,666 |
|
2,574,452 |
|
1,094,577 |
8. Interest income
|
Group |
|
Company |
|
Group |
|
Company |
|
Year ended |
|
Year ended |
|
Year ended |
|
Year ended |
|
31 December |
|
31 December |
|
31 December |
|
31 December |
|
2009 |
|
2009 |
|
2008 |
|
2008 |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
|
|
|
|
|
|
|
Interest income: |
|
|
|
|
|
|
|
Bank deposits |
2,127 |
|
98 |
|
31,436 |
|
28,370 |
Investments |
413,653 |
|
413,653 |
|
243,352 |
|
286,075 |
Other |
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
415,780 |
|
413,751 |
|
274,788 |
|
314,445 |
9. Finance costs
|
Group |
|
Company |
|
Group |
|
Company |
|
Year ended |
|
Year ended |
|
Year ended |
|
Year ended |
|
31 December |
|
31 December |
|
31 December |
|
31 December |
|
2009 |
|
2009 |
|
2008 |
|
2008 |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
|
|
|
|
|
|
|
Interest on promissory notes |
332,722 |
|
322,173 |
|
29,878 |
|
26,229 |
|
|
|
|
|
|
|
|
|
332,722 |
|
322,173 |
|
29,878 |
|
26,229 |
10. Income tax expense
|
Group |
|
Group |
|
Year ended |
|
Year ended |
|
31 December 2009 |
|
31 December 2008 |
|
US $ |
|
US $ |
|
|
|
|
Isle of Man income tax |
- |
|
- |
Tax on US subsidiaries |
340,395 |
|
3,696 |
Tax on UK subsidiary |
9,610 |
|
9,434 |
|
|
|
|
Current tax |
350,005 |
|
13,130 |
From 6 April 2006, a standard rate of corporate tax of 0% applies to Isle of Man companies, with exceptions taxable at the 10% rate, namely licensed banks in respect of deposit-taking business, companies that profit from land and property in the Isle of Man, and companies that elect to pay tax at the 10% rate. No provision for Isle of Man taxation is therefore required. The Company is treated as a Partnership for U.S. federal and state income tax purposes and, accordingly, its income or loss is taxable directly to its partners.
The Company has four subsidiaries, two in the USA, one in the UK, and one in the Kingdom of Bahrain. The US subsidiaries, Amphion Innovations US Inc. and DataTern, Inc., are Corporations and therefore taxed directly. The US subsidiaries suffer US federal tax, state tax, and New York City tax on their taxable net income. The UK subsidiary, Amphion Innovations UK Ltd., is liable to UK Corporation tax at rates of up to 30% on its taxable profits and gains.
The Group charge for the year can be reconciled to the profit per the consolidated income statement as follows:
|
2009 |
|
2008 |
|
US $ |
|
US $ |
|
|
|
|
Loss before tax |
(2,607,605) |
|
(1,191,405) |
|
|
|
|
Tax at the Isle of Man income tax rate of 0% |
- |
|
- |
|
|
|
|
Effect of different tax rates of subsidiaries |
|
|
|
operating in other jurisdictions |
350,005 |
|
13,130 |
|
|
|
|
Current tax |
350,005 |
|
13,130 |
11. Earnings per share
The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the parent is based on the following data:
Earnings |
|
|
|
|
Year ended |
|
Year ended |
|
31 December 2009 |
|
31 December 2008 |
|
US $ |
|
US $ |
Loss for the purposes of basic and diluted earnings per share |
|
|
|
(loss for the year attributable to equity holders of the parent) |
(2,957,610) |
|
(1,204,535) |
Number of shares |
|
|
|
|
Year ended |
|
Year ended |
|
31 December 2009 |
|
31 December 2008 |
|
|
|
|
Weighted average number of ordinary shares for |
|
|
|
the purposes of basic earnings per share |
131,459,042 |
|
130,183,495 |
|
|
|
|
Effect of dilutive potential ordinary shares: |
|
|
|
Share options |
421,968 |
|
- |
Convertible promissory notes |
26,990,361 |
|
12,171,667 |
|
|
|
|
Weighted average number of ordinary shares for |
|
|
|
the purposes of diluted earnings per share |
158,871,371 |
|
142,355,162 |
Shareoptions that could potentially dilute basic earnings per share in the future have not been included in the calculation of dilute earnings per share because they are antidilutive.
12. Intangible assets
|
Patents, software, |
|
trademark, and copyright |
COST |
US $ |
|
|
At 1 January 2008 |
2,274,636 |
Additions |
129,714 |
|
|
At 31 January 2009 |
2,404,350 |
Adjustment |
(793,861) |
|
|
At 31 December 2009 |
1,610,489 |
|
|
AMORTISATION |
|
|
|
At 1 January 2008 |
- |
Charge for the period |
253,935 |
|
|
At 1 January 2009 |
253,935 |
Charge for the period |
87,520 |
|
|
At 31 December 2009 |
341,455 |
|
|
CARRYING AMOUNT |
|
|
|
At 31 December 2009 |
1,269,034 |
|
|
At 31 December 2008 |
2,150,415 |
The intangible assets include certain intellectual property assets which were acquired on 20 December 2007 in a transaction between Amphion Innovations plc, DataTern, Inc. ("DataTern"), a wholly owned subsidiary of Amphion Innovations plc, and FireStar Software, Inc. ("FireStar"), a company in which Amphion Innovations plc holds an investment. The assets were purchased for the following consideration: discharge of debtor of US $415,000 and assumption by Amphion of certain third party payables totaling approximately US $1.8 million. In 2009, settlements were made with certain third parties which resulted in a decrease of $793,861 in payables assumed by Amphion and as a result intangible assets acquired from FireStar Software, Inc. were adjusted for the amount of the decrease. Under the terms of the purchase, FireStar retains an interest of 48.29% of any future distributions on the 502 Patent and 24.14% of any future distributions on the 402 and 077 Patents. No amounts were due to FireStar at the year end (2008: nil).
13. Property, plant, and equipment
|
Group |
|
Company |
|
Property, plant, |
|
Property, plant, |
|
and equipment |
|
and equipment |
COST |
US $ |
|
US $ |
|
|
|
|
At 1 January 2008 |
51,718 |
|
19,986 |
Additions |
4,173 |
|
- |
|
|
|
|
At 1 January 2009 |
55,891 |
|
19,986 |
Additions |
5,774 |
|
- |
|
|
|
|
At 31 December 2009 |
61,665 |
|
19,986 |
|
|
|
|
ACCUMULATED DEPRECIATION |
|
|
|
|
|
|
|
At 1 January 2008 |
23,557 |
|
13,100 |
Charge for the period |
11,836 |
|
4,489 |
Exchange difference |
772 |
|
- |
|
|
|
|
At 1 January 2009 |
36,165 |
|
17,589 |
Charge for the period |
10,296 |
|
2,397 |
Exchange difference |
(420) |
|
- |
|
|
|
|
At 31 December 2009 |
46,041 |
|
19,986 |
|
|
|
|
CARRYING AMOUNT |
|
|
|
|
|
|
|
At 31 December 2009 |
15,624 |
|
- |
|
|
|
|
At 31 December 2008 |
19,726 |
|
2,397 |
14. Investments in subsidiaries
Details of the Company's subsidiaries at 31 December 2009 and 2008 are as follows:
|
|
Place of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
incorporation |
|
Proportion of |
|
Proportion of |
|
|
|
|
|
|
|
|||||||||
Name of |
|
(or registration) |
|
ownership interest |
|
voting power held |
|
Share |
|
|
|
|
|
|||||||||
subsidiary |
|
and operation |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
Class |
|
Principal activity |
|
|||||||
|
|
|
|
% |
|
% |
|
% |
|
% |
|
|
|
|
|
|||||||
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Amphion Innovations US Inc. |
|
Delaware, USA |
|
100 |
|
100 |
|
100 |
|
100 |
|
Common |
|
Advisory services |
|
|||||||
Amphion Innovations UK Ltd. |
|
England & Wales |
|
100 |
|
100 |
|
100 |
|
100 |
|
Ordinary |
|
Advisory services |
|
|||||||
DataTern, Inc. |
|
Texas, USA |
|
100 |
|
100 |
|
100 |
|
100 |
|
Common |
|
Intellectual property |
|
|||||||
MSA Holding Company BSC |
|
Kingdom of Bahrain |
|
100 |
|
50 |
|
100 |
|
50 |
|
Ordinary |
|
Investments |
|
|||||||
14. Investments in subsidiaries, (continued)
The investments in subsidiaries are all stated at cost.
With effect from 1 July 2009, the Company's ownership in MSA Holding Company BSC ("MSA") increased from 50% to 100% and at this date MSA became a subsidiary of the Company. No goodwill arose on this acquisition.
15. Investments
At fair value through profit and loss
|
|
Group |
|
Company |
|
|||||||||||
|
|
31 December 2009 |
|
31 December 2009 |
|
|||||||||||
|
|
|
|
|
|
Unrealised |
|
|
|
|
|
Unrealised |
||||
|
|
Fair Value |
|
Cost |
|
gain/(loss) |
|
Fair Value |
|
Cost |
|
gain/(loss) |
||||
|
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
||||
Level 1: Public companies: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Axcess International, Inc. |
|
2,589,613 |
|
4,026,947 |
|
(1,437,334) |
|
2,589,613 |
|
4,026,947 |
|
(1,437,334) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level 3: Private companies: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FireStar Software, Inc. |
|
4,517,283 |
|
4,751,783 |
|
(234,500) |
|
4,517,283 |
|
4,751,783 |
|
(234,500) |
||||
Kromek |
|
14,302,945 |
|
3,274,915 |
|
11,028,030 |
|
14,302,945 |
|
3,274,915 |
|
11,028,030 |
||||
Motif BioSciences, Inc. |
|
17,779,810 |
|
10,472,418 |
|
7,307,392 |
|
16,279,810 |
|
8,972,418 |
|
7,307,392 |
||||
m2m Imaging Corp. |
|
6,939,550 |
|
2,593,685 |
|
4,345,865 |
|
6,545,070 |
|
2,593,685 |
|
3,951,385 |
||||
Myconostica Ltd. |
|
2,905,464 |
|
3,051,366 |
|
(145,902) |
|
2,905,464 |
|
3,051,366 |
|
(145,902) |
||||
PrivateMarkets, Inc. |
|
5,230,102 |
|
3,985,102 |
|
1,245,000 |
|
5,230,102 |
|
3,985,102 |
|
1,245,000 |
||||
WellGen, Inc. |
|
6,674,228 |
|
4,957,936 |
|
1,716,292 |
|
6,674,228 |
|
4,957,936 |
|
1,716,292 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
60,938,995 |
|
37,114,152 |
|
23,824,843 |
|
59,044,515 |
|
35,614,152 |
|
23,430,363 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Group |
|
Company |
|
|||||||||||
|
|
31 December 2009 |
|
31 December 2009 |
|
|||||||||||
|
|
|
|
|
|
Unrealised |
|
|
|
|
|
Unrealised |
|
|||
|
|
Fair Value |
|
Cost |
|
gain/(loss) |
|
Fair Value |
|
Cost |
|
gain/(loss) |
|
|||
|
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Shares |
|
42,852,579 |
|
23,275,216 |
|
19,577,363 |
|
41,352,579 |
|
21,775,216 |
|
19,577,363 |
|
|||
Promissory notes |
|
10,175,978 |
|
10,175,978 |
|
- |
|
10,175,978 |
|
10,175,978 |
|
- |
|
|||
Warrants & options |
|
7,910,438 |
|
3,662,958 |
|
4,247,480 |
|
7,515,958 |
|
3,662,958 |
|
3,853,000 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
60,938,995 |
|
37,114,152 |
|
23,824,843 |
|
59,044,515 |
|
35,614,152 |
|
23,430,363 |
|
|||
15. Investments, (continued)
|
|
Group |
|
Company |
|
|||||||||||
|
|
31 December 2008 |
|
31 December 2008 |
|
|||||||||||
|
|
|
|
|
|
Unrealised |
|
|
|
|
|
Unrealised |
||||
|
|
Fair Value |
|
Cost |
|
gain/(loss) |
|
Fair Value |
|
Cost |
|
gain/(loss) |
||||
|
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
||||
Level 1: Public companies: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Axcess International, Inc. |
|
1,612,931 |
|
3,447,794 |
|
(1,834,863) |
|
1,612,931 |
|
3,447,794 |
|
(1,834,863) |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Level 3: Private companies: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FireStar Software, Inc. |
|
4,721,447 |
|
4,941,783 |
|
(220,336) |
|
4,721,447 |
|
4,941,783 |
|
(220,336) |
||||
Kromek |
|
14,370,477 |
|
3,274,915 |
|
11,095,562 |
|
14,370,477 |
|
3,274,915 |
|
11,095,562 |
||||
Motif BioSciences, Inc. |
|
15,402,879 |
|
8,085,625 |
|
7,317,254 |
|
15,402,879 |
|
8,085,625 |
|
7,317,254 |
||||
MSA Holding B.S.C. |
|
1,474,905 |
|
1,500,000 |
|
(25,095) |
|
1,474,905 |
|
1,500,000 |
|
(25,095) |
||||
m2m Imaging Corp. |
|
6,642,861 |
|
2,172,453 |
|
4,470,408 |
|
6,010,085 |
|
2,118,685 |
|
3,891,400 |
||||
Myconostica Ltd. |
|
4,216,206 |
|
2,745,331 |
|
1,470,875 |
|
4,216,206 |
|
2,745,331 |
|
1,470,875 |
||||
PrivateMarkets, Inc. |
|
3,918,673 |
|
2,673,673 |
|
1,245,000 |
|
3,918,673 |
|
2,673,673 |
|
1,245,000 |
||||
WellGen, Inc. |
|
6,669,553 |
|
4,814,936 |
|
1,854,617 |
|
6,669,553 |
|
4,814,936 |
|
1,854,617 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
59,029,932 |
|
33,656,510 |
|
25,373,422 |
|
58,397,156 |
|
33,602,742 |
|
24,794,414 |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Group |
|
Company |
|
|||||||||||
|
|
31 December 2008 |
|
31 December 2008 |
|
|||||||||||
|
|
|
|
|
|
Unrealised |
|
|
|
|
|
Unrealised |
|
|||
|
|
Fair Value |
|
Cost |
|
gain/(loss) |
|
Fair Value |
|
Cost |
|
gain/(loss) |
|
|||
|
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
US $ |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Shares |
|
43,540,862 |
|
22,969,181 |
|
20,571,681 |
|
43,540,862 |
|
22,969,181 |
|
20,571,681 |
|
|||
Promissory notes |
|
6,780,602 |
|
6,780,602 |
|
- |
|
6,780,602 |
|
6,780,602 |
|
- |
|
|||
Warrants & options |
|
8,708,468 |
|
3,906,727 |
|
4,801,741 |
|
8,075,692 |
|
3,852,959 |
|
4,222,733 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
59,029,932 |
|
33,656,510 |
|
25,373,422 |
|
58,397,156 |
|
33,602,742 |
|
24,794,414 |
|
|||
Group:
Level 3 Private Companies: |
|
|
|
|
|
|
Promissory |
Warrants |
|
|
Shares |
notes |
and options |
Total |
Fair value at 1 January 2009 |
42,966,886 |
5,742,329 |
8,707,786 |
57,417,001 |
Additions |
306,036 |
2,816,223 |
- |
3,122,259 |
Disposals |
- |
- |
(243,768) |
(243,768) |
Fair value movements |
(1,338,705) |
- |
(607,405) |
(1,946,110) |
|
|
|
|
|
Fair value at 31 December 2009 |
41,934,217 |
8,558,552 |
7,856,613 |
58,349,382 |
15. Investments, (continued)
Company:
Level 3 Private Companies: |
|
|
|
|
|
|
Promissory |
Warrants |
|
|
Shares |
notes |
and options |
Total |
Fair value at 1 January 2009 |
42,966,886 |
5,742,329 |
8,075,010 |
56,784,225 |
Less: MSA consolidated in 2009 |
(1,474,905) |
- |
- |
(1,474,905) |
Additions |
306,036 |
2,816,223 |
- |
3,122,259 |
Disposals |
- |
- |
(190,000) |
(190,000) |
Fair value movements |
(1,363,800) |
- |
(422,877) |
(1,786,677) |
|
|
|
|
|
Fair value at 31 December 2009 |
40,434,217 |
8,558,552 |
7,462,133 |
56,454,902 |
As required by IFRS 7: Financial instruments - Disclosures, the Company is required to classify fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. In the case of the Company, the investment in Axcess has been classified as level 1 as the valuation is based on a quoted price in an active market. The other private investments have been classified as level 3 since the inputs to the valuation are not based on observable market data.
Fair value determination
At 31 December 2009 the one publicly traded company, Axcess International, Inc. ("Axcess"), is valued based on its quoted bid price. In regard to the Group's valuation of Axcess, the Directors have assumed an orderly sale of the stock over an extended period of time and have therefore chosen not to apply a discount to the quoted market price. Equity investments in Kromek, FireStar Software, Inc., Motif BioSciences, Inc., m2m Imaging Corp., Myconostica Ltd., PrivateMarkets, Inc. (formerly Energy Trading International, Inc.) and WellGen, Inc. are valued using the latest offering price from the most recently executed financing transaction by those companies. The prices used are as follows: for Kromek £7.20 from January 2010; for FireStar Software, Inc. US $7.00 from August 2006; for Motif BioSciences, Inc. US$3.00 from April 2007; m2m Imaging Corp. US $7.00 from May 2008; for Myconostica Ltd. £1.00 from August 2009; for PrivateMarkets, Inc. US$1.00 from March 2008; and for WellGen, Inc. US$2.50 from October 2007. Convertible promissory notes held in these companies are carried at fair value. Warrants for all companies are valued at the valuation price less the warrant exercise price plus a factor for the time value of the warrant. The time value factor is based on the premise that an in-the-money ten year warrant is worth half the exercise price.
The Group's ownership percentages of the investments are as follows:
|
|
|
|
2009 |
|
2008 |
|
|
|
|
Fully-diluted |
|
Fully-diluted |
|
|
Country of incorporation |
|
ownership % |
|
ownership % |
|
|
|
|
|
|
|
Axcess International, Inc. |
|
United States of America |
|
9.99 |
|
7.83 |
FireStar Software, Inc. |
|
United States of America |
|
14.15 |
|
15.32 |
Kromek (formerly Durham Scientific Crystals Ltd) |
|
England & Wales |
|
18.88 |
|
20.78 |
Motif BioSciences, Inc. |
|
United States of America |
|
43.14 |
|
39.11 |
m2m Imaging Corporation |
|
United States of America |
|
24.96 |
|
24.36 |
Myconostica Ltd. |
|
England & Wales |
|
19.08 |
|
22.89 |
PrivateMarkets, Inc. (formerly Energy Trading) |
|
United States of America |
|
25.34 |
|
27.75 |
WellGen, Inc. |
|
United States of America |
|
14.94 |
|
15.05 |
The ownership percentages do not include the potential conversion of convertible promissory notes issued by the Partner Companies.
16. Other financial assets and liabilities
The carrying amounts of the Group's financial assets and financial liabilities at the balance sheet date are as follows. The accounting policies described in note 2 explain how the various categories of financial instruments are measured.
|
Group |
|
Company |
||||||
|
2009 |
2008 |
|
2009 |
2008 |
||||
|
Carrying |
Fair |
Carrying |
Fair |
|
Carrying |
Fair |
Carrying |
Fair |
|
amount |
value |
amount |
value |
|
amount |
value |
amount |
value |
|
US $ |
US $ |
US $ |
US $ |
|
US $ |
US $ |
US $ |
US $ |
Financial assets |
|
|
|
|
|
|
|
|
|
Fair value through profit or loss |
|
|
|
|
|
|
|
|
|
Fixed asset investments - designated |
|
|
|
|
|
|
|
|
|
as such upon initial recognition |
60,938,995 |
60,938,995 |
59,029,932 |
59,029,932 |
|
59,044,515 |
59,044,515 |
58,397,156 |
58,397,156 |
Currents assets |
|
|
|
|
|
|
|
|
|
Loans and receivables |
|
|
|
|
|
|
|
|
|
Security deposit |
70,735 |
70,735 |
121,694 |
121,694 |
|
70,735 |
70,735 |
121,694 |
121,694 |
Prepaid expenses and other |
|
|
|
|
|
|
|
|
|
Receivables |
1,701,914 |
1,701,914 |
1,566,911 |
1,566,911 |
|
1,971,692 |
1,971,692 |
1,748,986 |
1,748,986 |
Cash and cash equivalents |
3,266,221 |
3,266,221 |
630,404 |
630,404 |
|
1,411,079 |
1,411,079 |
538,018 |
538,018 |
|
|
|
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
|
|
|
|
Amortised cost |
|
|
|
|
|
|
|
|
|
Trade and other payables |
4,390,924 |
4,390,924 |
3,093,518 |
3,093,518 |
|
2,078,479 |
2,078,479 |
665,719 |
665,719 |
The carrying value of cash and cash equivalents, the security deposit, prepaid expenses and other receivables, and trade and other payables, in the Directors' opinion, approximate to their fair value at 31 December 2009 and 2008. At the balance sheet date other receivables includes subscriptions receivable of US $nil (2008: US $534,036).
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financial loss from defaults.
The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The maximum exposure to credit risk for the financial asset investments designated at fair value through the profit and loss is represented by their carrying value.
The Group's exposure to counterparty credit risk also arises from balances from Partner Companies relating to fees charged for services provided by Amphion. Amphion seeks to mitigate the risk noted above through its philosophy of working with a small number of rigorously selected Partner Companies, assisting them to grow by implementing a consistent and proven methodology developed over the management team's 20 years of company building experience. The Group's time tested model of company creation is built on a robust risk management process that relies on proven, defensible intellectual property sourced from some of the world's leading corporations and universities.
Included in the Group's other receivables are debtors which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality of the Partner Companies and the Group believes that the amounts are still considered recoverable. The Group does not hold any collateral over these balances.
16. Other financial assets and liabilities, (continued)
The following table is an analysis of the age of financial assets:
Group
|
|
|
More than 3 |
|
|
|
Not past due |
Not more than |
months and not |
More than |
|
|
or impaired |
3 months |
more than 1 year |
1 year |
Total |
|
US$ |
US$ |
US$ |
US$ |
US$ |
2009 |
|
|
|
|
|
Fees receivable |
- |
219,251 |
465,000 |
635,000 |
1,319,251 |
Rebillable expenses |
- |
16,024 |
1,724 |
7,117 |
24,865 |
Other receivables |
208,544 |
27,570 |
- |
48,283 |
284,397 |
Prepaid expenses |
73,401 |
- |
- |
- |
73,401 |
|
281,945 |
262,845 |
466,724 |
690,400 |
1,701,914 |
|
|
|
|
|
|
2008 |
|
|
|
|
|
Fees receivable |
- |
141,500 |
315,000 |
185,000 |
641,500 |
Rebillable expenses |
- |
23,141 |
20,408 |
4,135 |
47,684 |
Subscription receivable |
499,500 |
- |
- |
- |
499,500 |
Other receivables |
273,304 |
19,620 |
10,000 |
34,536 |
337,460 |
Prepaid expenses |
40,767 |
- |
- |
- |
40,767 |
|
813,571 |
184,261 |
345,408 |
223,671 |
1,566,911 |
Company
|
|
|
More than 3 |
|
|
|
Not past due |
Not more than |
months and not |
More than |
|
|
or impaired |
3 months |
more than 1 year |
1 year |
Total |
|
US$ |
US$ |
US$ |
US$ |
US$ |
2009 |
|
|
|
|
|
Fees receivable |
- |
- |
880 |
- |
880 |
Rebillable expenses |
- |
- |
- |
- |
- |
Due from subsidiaries |
1,737,788 |
- |
- |
- |
1,737,788 |
Other receivables |
158,786 |
- |
- |
38,283 |
197,069 |
Prepaid expenses |
35,955 |
- |
- |
- |
35,955 |
|
1,932,529 |
- |
880 |
38,283 |
1,971,692 |
|
|
|
|
|
|
2008 |
|
|
|
|
|
Fees receivable |
- |
- |
- |
- |
- |
Rebillable expenses |
- |
9,284 |
- |
- |
9,284 |
Due from subsidiaries |
883,658 |
- |
- |
- |
883,658 |
Other receivables |
790,563 |
- |
- |
34,536 |
825,099 |
Prepaid expenses |
30,945 |
- |
- |
- |
30,945 |
|
1,705,166 |
9,284 |
- |
34,536 |
1,748,986 |
|
|
|
|
|
|
16. Other financial assets and liabilities, (continued)
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The principal risk to which the Group is exposed is liquidity risk.
Amphion's investments are in Partner Companies that are often development stage companies and will likely experience significant negative cash flow. The Partner Companies may be unable to obtain financing to fund their negative cash flows due to market conditions or lack of operational progress. In these instances, though Amphion is not obligated to do so, the Group may feel it necessary to provide additional investment to the Partner Company and also defer payment of the advisory fees due. Amphion may also be required to spend additional management time on these companies.
Adverse market conditions may also delay liquidity events for the Partner Companies, thereby requiring additional rounds of financing in which Amphion may feel it necessary to participate. During these adverse market conditions Amphion may also find it difficult to raise additional capital.
Amphion seeks to mitigate the risk noted above through its philosophy of working with a small number of rigorously selected Partner Companies, assisting them to grow by implementing a consistent and proven methodology developed over the management team's 20 years of company building experience. The Group's time tested model of company creation is built on a robust risk management process that relies on proven, defensible intellectual property sourced from some of the world's leading corporations and universities.
The following table is a maturity analysis that shows the remaining contractual maturity for the Group's and Company's financial liabilities.
Group |
|
||||
|
Less than |
1-3 |
3 months |
Over |
|
|
1 month |
months |
to 1 year |
1 year |
Total |
|
|
|
|
|
|
2009 |
|
|
|
|
|
Trade payables & other payables |
4,390,924 |
- |
- |
- |
4,390,924 |
Convertible promissory notes |
- |
- |
- |
7,518,290 |
7,518,290 |
|
|
|
|
|
|
2008 |
|
|
|
|
|
Trade payables & other payables |
443,738 |
219,674 |
1,289,367 |
1,140,739 |
3,093,518 |
Convertible promissory notes |
3,279,950 |
- |
- |
- |
3,279,950 |
Company |
|
||||
|
Less than |
1-3 |
3 months |
Over |
|
|
1 month |
months |
to 1 year |
1 year |
Total |
|
|
|
|
|
|
2009 |
|
|
|
|
|
Trade payables & other payables |
2,078,479 |
- |
- |
- |
2,078,479 |
Convertible promissory notes |
- |
- |
- |
7,518,290 |
7,518,290 |
|
|
|
|
|
|
2008 |
|
|
|
|
|
Trade payables & other payables |
282,196 |
119,640 |
236,251 |
27,632 |
665,719 |
Convertible promissory notes |
3,279,950 |
- |
- |
- |
3,279,950 |
The 2009 payables include US $65,063 (2008: US $1,104,409) of payables assumed from FireStar Software, Inc. as part of the Asset Purchase Agreement dated 20 December 2007.
16. Other financial assets and liabilities, (continued)
Market risk
Market risk is the risk that changes in interest rates, foreign exchange rates, equity prices, and other rates, prices, volatilities, correlations, or other market conditions will have an adverse impact on the Group's financial position or results. Thus market risk comprises three elements - foreign currency risk, interest rate risk, and other price risk. Information to enable an evaluation of the nature and extent of these three elements of market risk are shown below.
Amphion seeks to mitigate the risk noted above through its philosophy of working with a small number of rigorously selected Partner Companies, assisting them to grow by implementing a consistent and proven methodology developed over the management team's 20 years of company building experience. The Group's time tested model of company creation is built on a robust risk management process that relies on proven, defensible intellectual property sourced from some of the world's leading corporations and universities.
Foreign currency risk
The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed by minimising the balance of foreign currencies to cover expected cash flows during periods where there is strengthening in the value of the foreign currency. The Group has two UK Partner Companies which are denominated in GBP. The valuations of these two companies fluctuate along with the US dollar/Sterling exchange rate. No hedging of this risk is undertaken.
The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
|
Group |
|
Company |
||||||||
|
Liabilities |
|
Assets |
|
Liabilities |
|
Assets |
||||
|
2009 |
2008 |
|
2009 |
2008 |
|
2009 |
2008 |
|
2009 |
2008 |
|
US$ |
US$ |
|
US$ |
US$ |
|
US$ |
US$ |
|
US$ |
US$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sterling - Cash equivalent |
4,730 |
32,081 |
|
1,369,671 |
502,407 |
|
- |
- |
|
1,374,657 |
499,264 |
Sterling - Investment |
- |
- |
|
17,208,410 |
18,586,683 |
|
- |
- |
|
17,208,410 |
18,586,683 |
A 10% strengthening of the US dollar against the British pound sterling at the reporting date would have increased profit or loss by approximately US $1,857,000 (2008: US $1,906,000). A 10% weakening of the US dollar against the British pound sterling would have decreased profit or loss of the Group by approximately US $1,857,000 (2008: US $1,906,000). A 10% strengthening of the US dollar against the British pound sterling at the reporting date would have increased profit or loss of the Company by approximately US $1,858,000 (2008: US $1,909,000). A 10% weakening of the US dollar against the British pound sterling would have decreased profit or loss of the Company by approximately US $1,858,000 (2008: US $1,909,000). The GBP/USD rate used at 31 December 2009 was 1.6167 (2008: 1.4619). In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the sensitivity analysis is based on balances at the end of the year and does not reflect the exposure during the year.
Interest rate risk
The Group's exposure to interest rate risk is restricted to the cash and cash equivalent balance of US $3,266,221 (2008: US $630,404). At 31 December 2009, the Group's bank accounts were in general not interest bearing due to the low base rate. The average monthly rate for 2008 was approximately 3%. An increase of 100 basis points in interest rates would have increased profit or loss of the Group by US $7,000 (2008: US $10,000). A decrease of 100 basis points in interest rates would have decreased profit or loss of the Group by US $nil (2008: US $10,000). An increase of 100 basis points in interest rates would have increased profit or loss of the Company by US $4,000 (2008: US $10,000). A decrease of 100 basis points in interest rates would have decreased profit or loss of the Company by US $nil (2008: US $10,000). The Group manages its exposure to interest rate risk by managing its cash balances and deposits to maximise its return while ensuring the Group has sufficient available cash to meet its needs. The Group does not enter into interest rate derivatives.
16. Other financial assets and liabilities, (continued)
Other price risks
The Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic rather than trading purposes. The Group does not actively trade these investments.
At the reporting date, the potential effect of using reasonably possible alternative assumptions as inputs to valuation techniques from which the fair values of the investments are determined would be an increase of approximately US $0.7 million (2008: nil) to profit or loss of the Group and the Company using more favourable assumptions and an approximate decrease of US $9 million (2008: US $8.8 million) to profit or loss of the Group and the Company using less favorable assumptions. The more favorable assumption used in 2009 was an increase in price of 5% in Kromek (2008: 0%). The less favourable assumptions used were a reduction in price of 10% to 15% (2008: 10% to 15%). The determination of reasonably possible alternative assumptions is subject to considerable judgement.
The amounts generated from the sensitivity analysis are estimates of the impact of market risk assuming that specified changes occur. Actual results in the future may differ materially from these results due to developments in the global financial markets which may cause exchange rates to vary from the hypothetical amounts disclosed above, which therefore should not be considered a projection of likely future events and losses.
17. Trade and other payables
Group
Trade and other payables principally comprise amounts outstanding for purchases and ongoing costs.
Company
Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs.
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
18. Convertible promissory notes
During 2009, £2,667,365 (2008: £2,190,900) of convertible promissory notes were issued of which £33,215 (2008: £900,000) were subscribed for by Directors of the Company. The notes are convertible into ordinary shares of the Company at any time prior to 31 December 2013 at a conversion price of eighteen pence per ordinary share. In the event that the closing market price of the ordinary shares is equal to or greater than 25 pence per ordinary share for 25 consecutive trading dates at any time prior to 31 December 2013, the notes will automatically be converted into fully paid ordinary shares.
If the notes have not been converted, they will be repaid on 31 December 2013. Interest of 7% will be paid quarterly until the date of repayment.
For each note issued, the Company also issued 1.11 warrants. Each warrant will entitle the holder to subscribe for one ordinary share at 20 pence per ordinary share during the subscription period which began on 30 December 2008 and expires on the fifth anniversary of that date.
The net proceeds received from the issue of the convertible promissory notes and warrants are classified as a financial liability due to the fact that the notes are denominated in a currency other than the Company's functional currency and that on any future conversion a fixed number of shares would be delivered in exchange for a variable amount of cash (see note 2).
19. Share capital
|
2009 |
|
2008 |
|
£ |
|
£ |
|
|
|
|
Authorised: |
|
|
|
250,000,000 ordinary shares of 1p each |
2,500,000 |
|
1,500,000 |
|
Number |
|
£ |
|
US $ |
|
|
|
|
|
|
Balance as at 31 December 2007 |
128,292,029 |
|
1,282,920 |
|
2,388,071 |
|
|
|
|
|
|
Issued for cash: |
|
|
|
|
|
Ordinary shares of 1p each |
246,603 |
|
2,466 |
|
4,884 |
Ordinary shares of 1p each |
521,897 |
|
5,219 |
|
10,320 |
Ordinary shares of 1p each |
1,136,364 |
|
11,364 |
|
22,667 |
Ordinary shares of 1p each |
81,780 |
|
818 |
|
1,528 |
Ordinary shares of 1p each |
100,184 |
|
1,002 |
|
1,872 |
|
|
|
|
|
|
Balance as at 31 December 2008 |
130,378,857 |
|
1,303,789 |
|
2,429,342 |
|
|
|
|
|
|
Issued for cash: |
|
|
|
|
|
Ordinary shares of 1p each |
874,977 |
|
8,750 |
|
12,874 |
Ordinary shares of 1p each |
221,037 |
|
2,210 |
|
3,142 |
Ordinary shares of 1p each |
207,189 |
|
2,072 |
|
2,945 |
Ordinary shares of 1p each |
273,976 |
|
2,740 |
|
4,507 |
Ordinary shares of 1p each |
302,861 |
|
3,028 |
|
4,847 |
|
|
|
|
|
|
Balance as at 31 December 2009 |
132,258,897 |
|
1,322,589 |
|
2,457,657 |
Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting.
During the year ended 31 December 2009, the following changes occurred to the share capital of the Company:
On 4 June 2009, the Company increased the share capital by the addition of £1,000,000 divided into 100,000,000 ordinary shares of £0.01 each.
On 30 March 2009, the Company issued 874,977 ordinary 1p shares at a premium of 9.75p per share (US $125,526) to employees as part of their incentive compensation.
On 15 April 2009, the Company issued 221,037 ordinary 1p shares at a premium of 10.14p per share (US $31,858) to Directors in lieu of first quarter Directors' fees.
On 26 May 2009, the Company issued 207,189 ordinary 1p shares at a premium of 9.5p per share (US $27,977) to certain holders of the Convertible Promissory Notes in respect of accrued interest on the Notes.
On 4 June 2009, the Company's share capital was increased by £1,000,000 divided into 100,000,000 ordinary shares of 1p each.
On 24 September 2009, the Company issued 273,976 ordinary 1p shares at a premium of 12.05p per share (US $54,315) to Directors in lieu of Directors' fees.
On 22 October 2009, the Company issued 302,861 ordinary 1p shares at a premium of 13.85p per share (US $67,131) to Directors in lieu of Directors' fees.
20. Issue costs
The Company did not incur costs relating to the issue of shares in 2009 (2008: US $41,423). The prior year costs were primarily for fees paid to agents. These equity transaction costs were deducted from equity in accordance with IAS 32, Financial Instruments Disclosure and Presentation.
21. Operating lease arrangements
At the balance sheet date, the Group has outstanding commitments under non-cancellable operating leases, which fall due as follows:
|
|
2009 |
|
2008 |
|
|
US$ |
|
US$ |
|
|
|
|
|
Within one year |
|
294,262 |
|
327,500 |
In the second to fifth years inclusive |
|
239,295 |
|
478,590 |
After five years |
|
- |
|
- |
|
|
|
|
|
|
|
533,557 |
|
806,090 |
Operating lease payments represent rentals payable by the Group for certain of its office properties. The term of the New York lease is seven years of which two years are remaining and the term of the UK lease is eight months ending on August 2010. The New York rental is fixed for two years. The UK rental is fixed for 8 months. The Group recognised expenses of US $375,605 in respect of operating lease arrangements in the year ended 31 December 2009.
22. Share-based payments
In 2006 the Group established the 2006 Unapproved Share Option Plan ("the Plan") and it was adopted pursuant to a resolution passed on 8 June 2006. Under this plan, the Compensation Committee may grant share options to eligible employees, including Directors, to subscribe for ordinary shares of the Company. The number of Shares over which options may be granted under the Unapproved Plan cannot exceed ten percent of the ordinary share capital of the Company in issue on a fully diluted basis. The Plan will be administered by the Compensation Committee. The number of shares, terms, performance targets, and exercise period will be determined by the Compensation Committee.
As of 31 December 2009, a total of 13,528,869 options have been issued (2008: total of 10,170,536) of which 10,400,000 options were issued under the 2006 Unapproved Share Option Plan (2008: 8,500,000) and 1,025,000 options have been forfeited.
Of the options issued under the Plan in 2009, 1,925,000 options have a one year vesting period and 600,000 options have a three year vesting period. At 31 December 2009, a total of 5,875,618 options under the Plan were vested (2008: 2,690,112).
As of 31 December 2009, a balance of 2,628,869 options not in the Plan have been issued (2008: 2,295,536) and at 31 December 2009, 2,137,222 of these options were vested (2008: 1,612,207). These options have expiration dates that range from five to nine years from the date of grant. Of these options, 333,333 options were issued fully vested in 2009 (2008: 34,091 were fully vested when issued).
|
2009 |
|
2008 |
||||
|
Number of |
|
Weighted |
|
Number of |
|
Weighted |
|
Share options |
|
average |
|
share options |
|
average |
|
|
|
exercise |
|
|
|
exercise |
|
|
|
price (in £) |
|
|
|
price (in £) |
|
|
|
|
|
|
|
|
Outstanding at beginning of period |
10,170,536 |
|
0.23 |
|
10,136,445 |
|
0.23 |
Granted during the period |
3,358,333 |
|
0.13 |
|
34,091 |
|
0.22 |
Forfeited during the period |
(1,025,000) |
|
0.25 |
|
- |
|
- |
Outstanding at the end of the period |
12,503,869 |
|
0.20 |
|
10,170,536 |
|
0.23 |
Exercisable at the end of the period |
8,012,840 |
|
0.20 |
|
4,302,317 |
|
0.23 |
22. Share-based payments, (continued)
The options are recorded at fair value on the date of grant using the Black-Scholes model. The inputs into the model are as follows:
|
2009 |
|
2008 |
|
US$ |
|
US$ |
|
|
|
|
Weighted average share price |
0.21 |
|
0.48 |
Weighted average exercise price |
0.21 |
|
0.44 |
Expected volatility |
57%-58% |
|
39% |
Expected life |
5-10 years |
|
5 years |
Risk free rate |
2.32% - 3.90% |
|
3.49% |
Expected dividends |
- |
|
- |
Expected volatility was determined by calculating the historical volatility of the Group's share price from the date of listing to the end of the year.
In 2009, options were granted on 24 March, 12 May, 7 August, 17 September, 3 November, 9 December, 28 December. The aggregate of the estimated fair value of the options granted on those dates is US $461,073. In 2008, options were granted on 4 April. The aggregate of the estimated fair value of the options granted on that date was US $6,965.
The Company and Group recognised total costs of US $805,752 and US $701,195 relating to equity-settled share-based payment transactions in 2009 and 2008 respectively. In 2009, the US $805,752 was expensed in the income statement during the period.
23. Retirement benefit plans
The Company established a defined contribution plan under Section 401(k) of the Internal Revenue Code. The plan enables qualified employees to reduce their taxable income by contributing up to 15% of their salary to the plan. The Company may elect to make a matching contribution to the plan. The Company has elected not to make a contribution for the years ended 31 December 2009 or 2008.
The UK subsidiary has a defined contribution pension scheme. The total pension expense recognised in the income statement of US $22,549 (2008: US $26,715) represents contributions paid by the Company to the plan.
24. Events after the balance sheet date
In January and February 2010, the Company made advances of US $145,500 under a promissory note from Motif BioSciences, Inc.
In January, February and March 2010, the Company made advances of US $250,000 under a promissory note from m2m Imaging Corporation.
In January, February and March 2010, the Company made advances of US $426,135 under a promissory note from PrivateMarkets, Inc.
In January 2010, the Company made advances of US $238,000 under a promissory note from Wellgen, Inc.
In January and February 2010, the Company issued £858,722 (US $1,388,341) of convertible promissory notes.
25. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.
During the year, the Group paid miscellaneous expenses on behalf of Motif BioSciences, Inc. ("Motif") such as office expenses. Motif paid miscellaneous expenses relating to the Kuwait activity on behalf of the Company. At 31 December 2009, the net amount owed by the Group to Motif is US $4,860 (2008: US $39,158).
Amphion Innovations US Inc., a subsidiary of the Company, has entered into an agreement with Axcess International, Inc. ("Axcess") to provide advisory services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Directors of Axcess. Amphion Innovations US Inc. will receive a monthly fee of US $10,000 pursuant to this agreement. The agreement is effective until 1 March 2010 and will renew on an annual basis until terminated by one of the parties. The monthly fee is suspended for any month in which Axcess' cash balance falls below US $500,000. Amphion Innovations US Inc. received US $0 for the year ended 31 December 2009 (2008: US $20,000) on the basis that the cash has fallen below the US $500,000 level. In October 2009, the Company signed a commitment to invest an additional US $500,000 in Axcess International Inc. At 31 December 2009, US $400,000 remains payable.
Amphion Innovations US Inc. has entered into an agreement with Kromek (Durham Scientific Crystals, Ltd.) to provide advisory and consulting services. Richard Morgan, a Director of the Company, is also a Director of Kromek. The monthly fee under this agreement is the lesser of US $10,000 and 50% of the gross compensation paid to Directors and management of Kromek in that month. The agreement renews annually unless terminated by one of the parties. The subsidiary's fee for the year ended 31 December 2009 was US $120,000 (2008: US $120,000). Amphion Innovations US Inc. also received US $69,368 as a fund raising fee for the year ended 31 December 2009 (2008: US $113,876). At 31 December 2009, $10,000 remains payable.
Amphion Innovations US Inc. has entered into an agreement with FireStar Software, Inc. ("FireStar") to provide advisory and consulting services. Richard Morgan, a Director of the Company, is also a Director of FireStar. The annual fee under this agreement is US $120,000 and expires 1 January 2010 unless renewed by the mutual consent of both parties. The fee for the year ended 31 December 2009 and 2008 was suspended and not recognised.
Amphion Innovations US Inc. has entered into an agreement with Motif BioSciences, Inc. ("Motif") to provide advisory and consulting services. Richard Morgan, a Director of the Company, is also a Director of Motif. The annual fee for the services is US $240,000. The agreement is effective until 1 April 2010 and shall automatically renew for successive one year periods. Amphion Innovations US Inc.'s fee for the period ended 31 December 2009 was US $240,000 (2008: US $240,000). At 31 December 2009, US $600,000 of the advisory fee remains payable by Motif (2008: US $360,000).
Amphion Innovations US Inc. has entered into an agreement with Myconostica Ltd. ("Myconostica") to provide advisory and consulting services. Richard Morgan, a Director of the Company, is also a Director of Myconostica. The monthly fee for the services was £4,500. The fee agreement was amended on 21 April to £3,000 per month. The fee was again amended in September to £5,000 per month to cover Jerel Whittingham's appointment as Executive Chairman. The subsidiary's fee for the year ended 31 December 2009 is £49,500 or US $75,761 (2008: £77,063 or US $141,030) of which US $37,184 (2008: US $6,500) remains payable at 31 December 2009. Amphion Innovations US Inc. also received US $158,637 as a fund raising fee in 2008.
Amphion Innovations US Inc. has entered into an agreement with m2m Imaging Corp. ("m2m") to provide advisory and consulting services. Robert Bertoldi, a Director of the Company, is also a Director of m2m. The monthly fee under this agreement is US $15,000. This agreement renews on an annual basis until terminated by either party. Amphion Innovations US Inc.'s fee for the period ended 31 December 2009 was US $180,000 (2008: US $180,000) of which US $270,000 remains payable at 31 December 2009 (2008: US $90,000). Amphion Innovations US Inc. also received US $130,000 as a fund raising fee in 2008.
Amphion Innovations US Inc. has entered into an agreement with WellGen, Inc. ("WellGen") to provide advisory and consulting services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Directors of WellGen. The fee under this agreement is US $60,000 per quarter. The agreement renews annually until terminated by either party. The subsidiary's fee for the year ended 31 December 2009 was US $240,000 (2008: US $240,000) of which US $120,000 (2008: nil) remains payable at 31 December 2009.
25. Related party transactions, (continued)
Amphion Innovations US Inc. has entered into an agreement with PrivateMarkets, Inc. ("PrivateMarkets") (formerly Energy Trading Inc.) to provide advisory services. Richard Morgan, a Director of the Company, is also a Director of PrivateMarkets. The fee under this agreement is US $30,000 per quarter until the successful sale of at least US $3,000,000 and thereafter, US $45,000 per quarter. This agreement will renew annually unless terminated by either party. The subsidiary's fee for the year ended 31 December 2009 was US $120,000. At 31 December 2009, US $ 305,000 (2008: US $185,000) remains payable by PrivateMarkets. Amphion Innovations US Inc. also received US $109,450 as a fee in 2008.
Amphion Innovations US Inc. has entered into an agreement with DataTern, Inc. ("DataTern") (a wholly owned subsidiary of the Company) to provide advisory and consulting services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Directors of DataTern. The quarterly fee under this agreement is US $60,000 and renews annually unless terminated by either party. The subsidiary's fee for the year ended 31 December 2009 is US $240,000 (2008: US $240,000). In 2009, the Company issued notes payable to DataTern totaling $317,000 in consideration of loans from DataTern to the Company.
In November 2009 Richard C.E. Morgan, a Director of the Company, advanced US $250,000 to the Company. This advance is interest free and repayable on demand. The net amount payable by the Company at 31 December 2009 to Richard C.E. Morgan is US $479,746.
Directors' interests
The Directors' direct ownership in the Partner Companies is as follows:
|
|
Fully diluted % |
||
Investment company |
|
owned by Directors |
||
|
|
2009 |
|
2008 |
|
|
|
|
|
Axcess International, Inc. |
|
8.00% |
|
7.24% |
FireStar Software, Inc. |
|
1.59% |
|
1.62% |
Kromek |
|
1.50% |
|
1.66% |
Motif BioSciences, Inc. |
|
3.72% |
|
3.81% |
Myconostica Ltd |
|
0.38% |
|
0.34% |
PrivateMarkets, Inc. |
|
2.75% |
|
3.01% |
WellGen, Inc. |
|
4.74% |
|
4.59% |
The Directors who held office at 31 December 2009 had the following interests in the Company's ordinary share capital:
|
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
2009 |
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Ordinary |
|
Number of Ordinary |
|
Convertible Promissory |
|
Convertible Promissory |
|
Number of |
|
Number of |
|
|
Shares |
|
Shares |
|
Notes |
|
Notes |
|
Warrants |
|
Warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard M. Mansell-Jones |
|
3,212,680 |
|
2,693,774 |
|
£16,998 |
|
- |
|
18,868 |
|
- |
Richard C.E. Morgan |
|
23,727,499 |
|
21,698,211 |
|
£900,000 |
|
£900,000 |
|
999,999 |
|
999,999 |
Robert J. Bertoldi |
|
6,436,431 |
|
5,674,844 |
|
- |
|
- |
|
- |
|
- |
R. James Macaleer |
|
22,501,692 |
|
19,917,054 |
|
£6,156 |
|
- |
|
6,833 |
|
- |
Anthony W. Henfrey |
|
1,159,485 |
|
904,352 |
|
£10,061 |
|
- |
|
11,168 |
|
- |
Gerard Moufflet |
|
100,000 |
|
- |
|
- |
|
- |
|
- |
|
- |
25. Related party transactions, (continued)
Aggregate Directors' remuneration
The total amounts for Directors' remuneration was as follows:
|
|
|
|
|
Year ended |
|
Year ended |
|
31 December 2009 |
|
31 December 2008 |
|
US$ |
|
US$ |
Emoluments |
783,329 |
|
1,093,775 |
Directors' emoluments and compensation
|
Group |
|
Group |
|
Group |
|
Year ended |
|
Year ended |
|
Fees/Basic |
|
Benefits in |
|
Annual |
|
31 December |
|
31 December |
|
salary |
|
kind |
|
bonuses |
|
2009 total |
|
2008 total |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
|
US$ |
Name of Director |
|
|
|
|
|
|
|
|
|
Executive - salary |
|
|
|
|
|
|
|
|
|
Richard C.E. Morgan |
178,615 |
|
13,431 |
|
100,000 |
|
292,046 |
|
529,243 |
Robert J. Bertoldi |
185,954 |
|
18,032 |
|
12,000 |
|
215,986 |
|
404,532 |
Non-executive - fees |
|
|
|
|
|
|
|
|
|
Richard M. Mansell-Jones |
103,137 |
|
- |
|
- |
|
103,137 |
|
70,000 |
R. James Macaleer |
53,929 |
|
- |
|
- |
|
53,929 |
|
35,000 |
Anthony W. Henfrey |
53,929 |
|
- |
|
- |
|
53,929 |
|
35,000 |
Ronald E. Thomas |
10,000 |
|
- |
|
- |
|
10,000 |
|
20,000 |
Gerard Moufflet |
54,302 |
|
- |
|
- |
|
54,302 |
|
- |
|
|
|
|
|
|
|
|
|
|
Aggregate emoluments |
639,866 |
|
31,463 |
|
112,000 |
|
783,329 |
|
1,093,775 |
The annual bonuses were issued in shares of the Company.
Directors' share options
Aggregate emoluments disclosed above do not include any amounts for the value of options to acquire ordinary shares in the Company granted to or held by the Directors. Details of options for Directors who served during the year are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Date from |
|
|
Name of |
|
|
|
1 January |
|
|
|
31 December |
|
Exercise |
|
which |
|
Expiry |
Director |
|
Scheme |
|
2009 |
|
Granted |
|
2009 |
|
price |
|
exercisable |
|
date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Morgan |
|
2006 Unapproved Share Option Plan |
2,000,000 |
|
- |
|
2,000,000 |
|
£0.2300 |
|
1 July 2011 |
|
30 June 2021 |
|
Richard Morgan |
|
2006 Unapproved Share Option Plan |
- |
|
500,000 |
|
500,000 |
|
£0.1075 |
|
24 Mar 2010 |
|
14 March 2019 |
|
Robert Bertoldi |
|
2006 Unapproved Share Option Plan |
1,250,000 |
|
- |
|
1,250,000 |
|
£0.2300 |
|
1 July 2011 |
|
30 June 2021 |
|
Robert Bertoldi |
|
2006 Unapproved Share Option Plan |
- |
|
350,000 |
|
350,000 |
|
£0.1075 |
|
24 Mar 2010 |
|
14 March 2019 |
|
|
|
|
|
3,250,000 |
|
850,000 |
|
4,100,000 |
|
|
|
|
|
|
Notice
The financial information set out above does not constitute the group's statutory accounts for the year ended 31 December 2009 or 2008, but is derived from those accounts. The auditors have reported on those accounts; their reports were unqualified, but did draw attention to matters by way of emphasis relating to significant uncertainty in respect of going concern and valuation of investments and other receivables for 2009 year end and in respect of going concern and valuation of investments for the 2008 year end, without qualifying their reports and did not contain statements under s. 15(4) or (6) Companies Act 1982 of the Isle of Man.
Approval
This statement was approved by the Board of Directors on 15 March 2010.
Copies of the Annual Report and Accounts
Copies of the Annual Report and Accounts will be sent to all shareholders. Further copies will be obtainable from the Company's primary office: Amphion Innovations plc, Attn: Investor Relations, 330 Madison Avenue, New York, NY 10017, USA.
Related Shares:
AMP.L