19th Sep 2014 07:00
Amphion Innovations plc
Interims Results for the 6 months to 30 June 2014
London and New York, 19 September 2014- Amphion Innovations plc (LSE: AMP) ("Amphion" or the "Company"), the developer of medical and technology businesses, today announces its unaudited interim results for the six months to 30 June 2014.
Highlights
· Generated revenue of US $240,000 during the period
· Net Asset Value per share at 30 June 2014 was US $0.04 (£0.024p)
· DataTern received favorable ruling from the Court of Appeals in relation to Microsoft case in NY
· Partner Company Axcess awarded US $40.5 million by jury which is now being appealed
· Partner Company Motif starts to explore opportunity for IPO
· Partner Company FireStar issued additional patents on key messaging technology
· Agreed a loan facility with an institutional lender for up to a maximum drawdown of US $10 million
Financial Results and Net Asset Value
Revenue for the six month period ended 30 June 2014 was US $240,000; approximately in line with the US $264,638 recorded in the first half of 2013. Revenue remained below prior periods mainly due to the absence of licensing income from DataTern while we await the ruling from the Federal Circuit Court of Appeals ("FCCA"). Regular operating costs of the business were lower than last year but total administrative expenses were higher due to fees paid to agents for fund-raising, combined with a further provision against amounts receivable from Partner Companies. As a result, the operating loss for the six months was US $1,769,275 compared with US $1,025,023 as reported in the same period of last year.
During the six month period the share price of Kromek plc fell from 75.5 pence to 46 pence and, as a result, the value of the company's holding of Kromek shares fell to US $9,796,364 from US $15,579,671. The Company's Net Asset Value at 30 June 2014 was US $0.04 (£0.02) compared to US $0.10 (£0.06) at the year end. Since the end of June, Kromek shares have staged a further recovery of approximately 10%
Amphion's holding of intellectual property assets is valued at amortised cost of US $507,642. The directors believe that the realizable value of the intellectual property assets held by DataTern is substantially in excess of the carrying value and the incremental investments being made in the pursuit of infringers of the IP will generate a significant profit. We believe that if we are successful in concluding licensing agreements, with the various infringing parties at levels that meet our expectations, the NAV per share would be significantly higher.
DataTern and the Intellectual Property Licensing Programme
As we reported in our Annual Report and Accounts 2013, in April 2014 DataTern received a ruling from the FCCA, which its legal advisors considered favorable. Following that ruling DataTern submitted a request to the FCCA for a reconsideration of certain aspects of the ruling, which were denied in July 2014 and so the ruling received in April is now final. As a result the case in New York has now been terminated, with the result that the previously unfavorable Markman ruling of August 2012 has, in the case of Microsoft, been nullified.
DataTern has recently filed its appeal in the MicroStrategy case with the FCCA. This was on hold, pending the resolution of the New York cases, but will now proceed and, if the court agrees to take the case, a hearing should be held by the end of the year and a ruling made by the end of the first quarter of 2015. There are 9 defendants in the MicroStrategy case. The cases in Texas which were on hold pending the Microsoft appeal, are now moving ahead again and we expect to have a Markman hearing in Texas within the next six months. There are 8 defendants in Texas.
Our legal team, supported by our extensive team of technical and patent experts, continues to believe in the strength of our intellectual property. Both of the two key patents have completed a comprehensive re-examination by the United States Patent and Trademark Office ("USPTO") and successfully emerged both fully validated and with additional claims added. It remains the firm and considered opinion of our team that the two patents are both valid and being infringed by a wide range of companies that are practicing this critical art. We believe that a Claim Construction ruling, which is fully reflective of our interpretation of the claims of the patents, would establish significant infringement by a large number of companies and we believe that we should be able to generate a significant amount of revenue from this asset over the next few years. Under the sharing agreement with DataTern, FireStar Software, where the technology and patents were originally developed, would share directly in this revenue stream.
Building Value in Our Partner Companies
Kromek completed its Initial Public Offering and was listed on the AIM market in October 2013. The company has recently announced final results for the fiscal year to 30 April 2014 which showed revenue up about 122% on the previous year. Amphion has a 10.6% shareholding of Kromek. The Annual Report for the last year can be found on the company website at www.kromek.com.
Motif has made further progress in developing its primary antibiotic programme and has been in discussion with two other groups with a view to license additional antibiotic technology into the company. The decision by the company to focus on its antibiotic programme is proving very timely given the growing recognition of the problem caused by resistance. In July, Prime Minister David Cameron announced the launch of a global taskforce established to coordinate an international effort to combat antibiotic resistant superbugs. Prime Minister Cameron commented, "If we fail to act, we are looking at an almost unthinkable scenario where antibiotics no longer work and we are cast back to the dark ages of medicine where treatable infections and injuries can kill once again". Motif's mission is to address this global health crisis by developing new antibiotics that work in different ways to those commonly used today. Given the high level of investor interest in this area that has recently emerged, we are now investigating the possibility of an IPO for Motif in the next few months.
In April the case Axcess brought against Baker & Botts LLP, the law firm, went to the jury which returned a verdict in favour of Axcess of US $40.5 million. This verdict was then overruled by the judge and Axcess is now in the process of pursuing an appeal to the Texas Court of Appeals which should be heard in the next six months. In parallel, we have worked closely with Axcess' legal advisors to evaluate the extent to which all 13 patents in its portfolio are being infringed. It is clear that many companies are now offering products or services that incorporate some of the basic wireless technology developed by the company over the last 15 years. A thorough review is still underway but it is already clear that a number of companies in the transportation and security sectors appear to be infringing one or more of these patents.
FireStar has recently been notified by the USPTO of the allowance of an additional patent relating to its innovative messaging technology. FireStar's technology is incorporated in its EdgeNode™ product and enables companies to facilitate low-cost, secure machine-to-machine messaging, in a novel architecture, which is well suited to the needs of the health care and financial industries.
WellGen has made further progress in the development of a novel functional beverage based on its patented anti-inflammatory ingredient. It has reached an agreement in principle to move forward with a US-based beverage company that has established distribution channels in the Mid-West of the US, with an opportunity to expand to other US markets and beyond.
Despite our cautious approach to valuation over the last two years, we continue to see a lot of opportunity to build and, in due course, extract value from each one of our Partner Companies, in addition to the IP licensing programme being pursued directly by DataTern.
Financing
In addition to continued support from the management team and board, we managed to conclude an agreement with an institutional lender on a loan facility, secured in part against the holding of Kromek shares. The company initially drew down US $2 million under the facility and has recently decided to draw an additional US $1 million under this facility in four monthly installments of US $250,000 starting in September. The loan can be repaid in cash, or Kromek shares, or the shares of Amphion in specified tranches over the twelve months following the draw down.
We have continued to cut costs wherever possible and the leadership team has continued to work with much reduced levels of current cash compensation. Our goal is to get through this challenging period in the market to the point where we can begin to realize the fruits of our investment in DataTern and our Partner Companies.
Prospects
While we remain cautious, the improvement in the public markets over the last two years has improved the prospects for financing and is a major development for Amphion. The return of a viable IPO market is a critical and positive development and, if it continues to improve, should have a positive effect on the availability of capital for Amphion and our Partner Companies. We believe there is significant inherent value to be developed and extracted from DataTern and our Partner Companies and we continue to be committed to the goal of generating and returning value to our shareholders from our current assets.
For further information please contact:
Amphion Innovations
Charlie Morgan
+1 212 210 6224
Novella Communications
Tim Robertson/ Ben Heath
+44 (0)20 3151 7008
Panmure Gordon Limited
Freddy Crossley/ Fred Walsh/ Duncan Montieth (Corporate Finance)
Charlie Leigh-Pemberton (Corporate Broking)
+44 (0)20 7866 2500
Amphion Innovations plc | ||||||||
Condensed consolidated statement of comprehensive income | ||||||||
For the six months ended 30 June 2014 | ||||||||
Unaudited | Unaudited | |||||||
Notes | Six months | Six months | Audited | |||||
ended | ended | Year ended | ||||||
30 June 2014 | 30 June 2013 | 31 December 2013 | ||||||
Continuing operations | US $ | US $ | US $ | |||||
Revenue | 4 | 240,000 | 264,638 | 1,016,990 | ||||
Cost of sales | - | - | - | |||||
Gross profit | 240,000 | 264,638 | 1,016,990 | |||||
Administrative expenses | (2,009,275) | (1,289,661) | (3,593,735) | |||||
Operating loss | (1,769,275) | (1,025,023) | (2,576,745) | |||||
Fair value losses on investments | 8 | (5,783,308) | (2,379,958) | (3,363,558) | ||||
Interest income | 419,467 | 288,783 | 856,564 | |||||
Other gains and losses | (426,678) | 639,294 | (198,206) | |||||
Finance costs | (544,893) | (524,177) | (1,103,471) | |||||
Loss before tax | (8,104,687) | (3,001,081) | (6,385,416) | |||||
Tax on loss | 6 | (63) | (57,050) | 3,222 | ||||
Loss for the period | (8,104,750) | (3,058,131) | (6,382,194) | |||||
Other comprehensive income | ||||||||
Exchange differences arising on translation | ||||||||
of foreign operations | 18 | (53) | 101 | |||||
Other comprehensive income/(loss) for the period | 18 | (53) | 101 | |||||
Total comprehensive loss for the period | (8,104,732) | (3,058,184) | (6,382,093) | |||||
Loss per share | 7 | |||||||
Basic | US | $ (0.06) | US | $ (0.02) | US | $ (0.04) | ||
Diluted | US | $ (0.06) | US | $ (0.02) | US | $ (0.04) | ||
Amphion Innovations plc | |||||||||
Condensed consolidated statement of financial position | |||||||||
At 30 June 2014 | |||||||||
Unaudited | Unaudited | Audited | |||||||
Notes | 30 June 2014 | 30 June 2013 | 31 December 2013 | ||||||
US $ | US $ | US $ | |||||||
Non-current assets | |||||||||
Intangible assets | 507,642 | 662,726 | 585,184 | ||||||
Property, plant, and equipment | - | 805 | 308 | ||||||
Security deposit | 13,600 | 13,600 | 13,600 | ||||||
Investments | 8 | 30,104,315 | 36,596,983 | 35,746,087 | |||||
30,625,557 | 37,274,114 | 36,345,179 | |||||||
Current assets | |||||||||
Prepaid expenses and other receivables | 3,634,487 | 4,232,249 | 3,654,196 | ||||||
Cash and cash equivalents | 1,147,354 | 22,643 | 353,964 | ||||||
4,781,841 | 4,254,892 | 4,008,160 | |||||||
Total assets | 35,407,398 | 41,529,006 | 40,353,339 | ||||||
Current liabilities | |||||||||
Trade and other payables | 9,191,443 | 8,486,383 | 9,411,563 | ||||||
Current portion of notes payable | 10 | 8,308,600 | - | 6,308,600 | |||||
Current portion of convertible promissory notes | 10 | - | 8,758,250 | 9,543,671 | |||||
17,500,043 | 17,244,633 | 25,263,834 | |||||||
Non-current liabilities | |||||||||
Convertible promissory notes | 10 | 10,914,129 | - | - | |||||
Notes payable | 10 | 1,012,000 | 6,658,600 | 1,012,000 | |||||
11,926,129 | 6,658,600 | 1,012,000 | |||||||
Total liabilities | 29,426,172 | 23,903,233 | 26,275,834 | ||||||
Net assets | 5,981,226 | 17,625,773 | 14,077,505 | ||||||
Equity | |||||||||
Share capital | 11 | 2,693,319 | 2,682,757 | 2,693,319 | |||||
Share premium account | 36,042,868 | 36,009,331 | 36,042,868 | ||||||
Translation reserve | - | (13,550) | (13,396) | ||||||
Retained earnings | (32,754,961) | (21,052,765) | (24,645,286) | ||||||
Total equity | 5,981,226 | 17,625,773 | 14,077,505 | ||||||
Amphion Innovations plc | |||||||||||||||
Condensed consolidated statement of changes in equity | |||||||||||||||
For the six months ended 30 June 2014 | |||||||||||||||
Unaudited | |||||||||||||||
Foreign | |||||||||||||||
Share | currency | ||||||||||||||
Share | premium | translation | Retained | ||||||||||||
Notes | capital | account | reserve | earnings | Total | ||||||||||
US $ | US $ | US $ | US $ | US $ | |||||||||||
Balance at 1 January 2013 | 2,682,757 | 36,009,331 | (13,497) | (18,100,060) | 20,578,531 | ||||||||||
Loss for the period | - | - | - | (3,058,131) | (3,058,131) | ||||||||||
Exchange differences arising on | |||||||||||||||
translation of foreign operations | - | - | (53) | - | (53) | ||||||||||
Total comprehensive loss for the period | - | - | (53) | (3,058,131) | (3,058,184) | ||||||||||
Recognition of share-based payments | 12 | - | - | - | 105,426 | 105,426 | |||||||||
Balance at 30 June 2013 | 2,682,757 | 36,009,331 | (13,550) | (21,052,765) | 17,625,773 | ||||||||||
Balance at 1 January 2014 | 2,693,319 | 36,042,868 | (13,396) | (24,645,286) | 14,077,505 | ||||||||||
Loss for the period | - | - | - | (8,104,750) | (8,104,750) | ||||||||||
Exchange differences arising on | |||||||||||||||
translation of foreign operations | - | - | 18 | - | 18 | ||||||||||
Total comprehensive loss for the period | - | - | 18 | (8,104,750) | (8,104,732) | ||||||||||
Recognition of share-based payments | 12 | - | - | - | 8,453 | 8,453 | |||||||||
Dissolution of subsidiary | - | - | 13,378 | (13,378) | - | ||||||||||
Balance at 30 June 2014 | 2,693,319 | 36,042,868 | - | (32,754,961) | 5,981,226 | ||||||||||
Amphion Innovations plc | |||||
Condensed consolidated statement of cash flows | |||||
For the six months ended 30 June 2014 | |||||
Unaudited | Unaudited | ||||
Six months | Six months | Audited | |||
ended | ended | Year ended | |||
30 June 2014 | 30 June 2013 | 31 December 2013 | |||
US $ | US $ | US $ | |||
Operating activities | |||||
Operating loss | (1,769,275) | (1,025,023) | (2,576,745) | ||
Adjustments for: | |||||
Depreciation of property, plant, and equipment | 308 | 834 | 1,331 | ||
Amortisation of intangible assets | 77,542 | 85,322 | 162,864 | ||
Recognition of share-based payments | 8,453 | 105,426 | (118,933) | ||
(Increase)/decrease in prepaid & other receivables | 19,709 | (691,030) | (112,921) | ||
Decrease in security deposit | - | 57,135 | 57,135 | ||
Increase/(decrease) in trade & other payables | (220,118) | 958,246 | 1,983,049 | ||
Interest expense | (544,893) | (524,177) | (1,103,471) | ||
Other gains and losses | - | - | 2,500 | ||
Income tax | (63) | (57,050) | 3,222 | ||
Net cash used in operating activities | (2,428,337) | (1,090,317) | (1,701,969) | ||
Investing activities | |||||
Interest received | 419,467 | 288,783 | 856,564 | ||
Purchases of investments | (141,536) | (72,255) | (204,959) | ||
Proceeds from sale of furniture | - | 1,200 | 1,200 | ||
Adjustment to note payable for foreign exchange rate | 328,293 | (605,764) | 179,657 | ||
Net cash from/(used in) investing activities | 606,224 | (388,036) | 832,462 | ||
Financing activities | |||||
Proceeds on issue of promissory notes | 2,000,000 | 450,000 | 1,012,000 | ||
Proceeds on issue of convertible promissory notes | 1,042,165 | - | - | ||
Net cash from financing activities | 3,042,165 | 450,000 | 1,012,000 | ||
Net increase/(decrease) in cash and cash equivalents | 1,220,052 | (1,028,353) | 142,493 | ||
Cash and cash equivalents at the beginning of the period | 353,964 | 413,276 | 413,276 | ||
Effect of foreign exchange rate changes | (426,662) | 637,720 | (201,805) | ||
Cash and cash equivalents at the end of the period | 1,147,354 | 22,643 | 353,964 | ||
1. General information
The condensed consolidated interim financial statements for the six months ended 30 June 2014 are unaudited and do not constitute statutory accounts within the meaning of the Isle of Man Companies Acts 1931 to 2004. The statutory accounts of Amphion Innovations plc for the year ended 31 December 2013 have been filed with the Registrar of Companies and contain an unqualified audit report which includes an emphasis of matter relating to significant uncertainty in respect of going concern and valuation of Partner Company investments. Copies are available on the company's website at www.amphionplc.com/reports.php.
2. Accounting policies
These condensed consolidated interim financial statements have been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards (IFRS).
The accounting policies applied by the Group are consistent with those followed in the preparation of the Group's annual financial statements for the year ended 31 December 2013, except for the adoption of new standards and interpretations effective as of 1 January 2014.
The Group has adopted the following new standards and amendments to standards with a date of initial application of 1 January 2014.
· Amendments to IAS 27, Separate Financial Statements
· Amendments to IFRS 10, Consolidated Financial Statements
· Amendments to IAS 32, Financial Instruments: Presentation
· Amendments to IAS 36, Recoverable Amount Disclosures for Non-Financial Assets
Application of these standards and amendments had no significant impact on the Group's financial position or results of operations.
3. Use of judgements and estimates
In preparing these interim financial statements, management has made judgements, estimates, and assumptions that affect the reported amounts of assets, liabilities, contingencies, income, and expense. 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 financial instruments and other receivables. By their nature, these estimates and assumptions are subject to an inherent measurement of uncertainty.
Investments that are fair valued through profit or loss, as detailed in note 8, are all considered to be "Partner Companies". Those "Partner Companies" categorized as Level 3 are defined as investment in "Private Companies".
Fair value of financial instruments
The Directors use their judgement in selecting an appropriate valuation technique for financial instruments not quoted in an active market ("Private Investments"). The estimation of fair value of these Private Investments includes a number of assumptions which are not supported by observable market inputs. The carrying amount of the Private Investments is US $20 million.
Fair value of other receivables
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. The recovery of the advisory fees due at 30 June 2014 of US $1.4 million is dependent on a number of uncertain factors including the ability of the Partner Companies to raise finances (through current investors and new financing rounds) in order to support the future growth plans and therefore generate enough cash to be able to settle any outstanding debts.
4. Revenue
An analysis of the Group's revenue is as follows:
Six months ended | Six months ended | Year ended | |||
30 June 2014 | 30 June 2013 | 31 December 2013 | |||
US $ | US $ | US $ | |||
Continuing operations | |||||
Advisory fees | 240,000 | 264,638 | 939,490 | ||
License fees | - | - | 77,500 | ||
240,000 | 264,638 | 1,016,990 |
A provision for doubtful accounts has been set up for US $240,000 for the advisory fees accrued from Partner Companies and US $240,000 of bad debt expense was recognized in the statement of comprehensive income.
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. Segment information
For management purposes, the Group is currently organised into three business segments - advisory services, investing, and intellectual property. These business segments are the basis on which the Group reports its primary segment information.
Information regarding these segments is presented below.
Advisory | Investing | Intellectual | |||||||||
services | activities | property | Eliminations | Consolidated | |||||||
Six months | Six months | Six months | Six months | Six months | |||||||
ended | ended | ended | ended | ended | |||||||
30 June 2014 | 30 June 2014 | 30 June 2014 | 30 June 2014 | 30 June 2014 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
REVENUE | |||||||||||
External advisory fees | 240,000 | - | - | - | 240,000 | ||||||
External license fees | - | - | - | - | - | ||||||
Total revenue | 240,000 | - | - | - | 240,000 | ||||||
Cost of sales | - | - | - | - | - | ||||||
Gross profit | 240,000 | - | - | - | 240,000 | ||||||
Administrative expenses | (593,770) | (1,019,364) | (396,141) | - | (2,009,275) | ||||||
Segment result | (353,770) | (1,019,364) | (396,141) | - | (1,769,275) | ||||||
Fair value losses on | |||||||||||
investments | - | (5,783,308) | - | - | (5,783,308) | ||||||
Interest income | - | 419,467 | - | - | 419,467 | ||||||
Other gains and losses | - | (426,678) | - | - | (426,678) | ||||||
Finance costs | - | (514,818) | (30,075) | - | (544,893) | ||||||
Loss before tax | (353,770) | (7,324,701) | (426,216) | - | (8,104,687) | ||||||
Income taxes | (63) | - | - | - | (63) | ||||||
Loss after tax | (353,833) | (7,324,701) | (426,216) | - | (8,104,750) |
Advisory | Investing | Intellectual | |||||||||
services | activities | property | Eliminations | Consolidated | |||||||
Six months | Six months | Six months | Six months | Six months | |||||||
ended | ended | ended | ended | ended | |||||||
30 June 2014 | 30 June 2014 | 30 June 2014 | 30 June 2014 | 30 June 2014 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
OTHER INFORMATION | |||||||||||
Segment assets | 3,847,271 | 35,867,334 | 549,897 | (4,857,104) | 35,407,398 | ||||||
Segment liabilities | 6,131,859 | 22,481,869 | 4,985,809 | (4,173,365) | 29,426,172 | ||||||
Depreciation | 308 | - | - | - | 308 | ||||||
Amortisation | - | - | 77,542 | - | 77,542 | ||||||
Recognition of share-based | |||||||||||
payments | - | 8,453 | - | - | 8,453 |
5. Segment information, (continued)
For management purposes for 30 June 2013, the Group was organised into three business segments - advisory services, investing activities, and intellectual property.
Advisory | Investing | Intellectual | |||||||||
services | activities | property | Eliminations | Consolidated | |||||||
Six months | Six months | Six months | Six months | Six months | |||||||
ended | ended | ended | ended | ended | |||||||
30 June 2013 | 30 June 2013 | 30 June 2013 | 30 June 2013 | 30 June 2013 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
REVENUE | |||||||||||
External advisory fees | 264,638 | - | - | - | 264,638 | ||||||
External license fees | - | - | - | - | - | ||||||
Total revenue | 264,638 | - | - | - | 264,638 | ||||||
Cost of sales | - | - | - | - | - | ||||||
Gross profit | 264,638 | - | - | - | 264,638 | ||||||
Administrative expenses | (337,448) | (340,835) | (611,378) | - | (1,289,661) | ||||||
Segment result | (72,810) | (340,835) | (611,378) | - | (1,025,023) | ||||||
Fair value losses on | |||||||||||
investments | - | (2,379,958) | - | - | (2,379,958) | ||||||
Interest income | 21,986 | 266,797 | - | - | 288,783 | ||||||
Other gains and losses | 1,200 | 638,094 | - | - | 639,294 | ||||||
Finance costs | - | (519,365) | (4,812) | - | (524,177) | ||||||
Profit/(loss) before tax | (49,624) | (2,335,267) | (616,190) | - | (3,001,081) | ||||||
Income taxes | (57,000) | - | (50) | - | (57,050) | ||||||
Loss after tax | (106,624) | (2,335,267) | (616,240) | - | (3,058,131) |
Advisory | Investing | Intellectual | |||||||||
services | activities | property | Eliminations | Consolidated | |||||||
Six months | Six months | Six months | Six months | Six months | |||||||
ended | ended | ended | ended | ended | |||||||
30 June 2013 | 30 June 2013 | 30 June 2013 | 30 June 2013 | 30 June 2013 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
OTHER INFORMATION | |||||||||||
Segment assets | 4,094,132 | 41,763,222 | 705,141 | (5,033,489) | 41,529,006 | ||||||
Segment liabilities | 5,936,699 | 18,224,036 | 4,092,246 | (4,349,748) | 23,903,233 | ||||||
Depreciation | 387 | - | 447 | - | 834 | ||||||
Amortisation | - | - | 85,322 | - | 85,322 | ||||||
Recognition of share-based | |||||||||||
payments | - | 105,426 | - | - | 105,426 |
5. Segment information, (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 advisory fees by geographical location of the investment.
Advisory fees by | ||||
geographical location | ||||
Six months ended | Six months ended | |||
30 June 2014 | 30 June 2013 | |||
US $ | US $ | |||
United States | 240,000 | 120,000 | ||
United Kingdom | - | 144,638 | ||
240,000 | 264,638 |
The following table provides an analysis of the Group's license fees by geographical location.
License fees by | ||
geographical location | ||
Six months ended | Six months ended | |
30 June 2014 | 30 June 2013 | |
US $ | US $ | |
United States | - | - |
Europe | - | - |
- | - |
The following is an analysis of the carrying amount of segment assets, and additions to fixtures, fittings, and equipment, 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 | ||||||
Six months ended | Six months ended | Six months ended | Six months ended | ||||
30 June 2014 | 30 June 2013 | 30 June 2014 | 30 June 2013 | ||||
US $ | US $ | US $ | US $ | ||||
United States | 25,611,034 | 25,615,700 | - | - | |||
United Kingdom | 9,796,364 | 15,913,306 | - | - | |||
35,407,398 | 41,529,006 | - | - |
6. Income tax expense
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
From 6 April 2006, a standard rate of corporate income 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 Limited, is liable to UK Corporation tax at rates up to 24% on its taxable profits and gains.
The Group charge for the period can be reconciled to the profit per the consolidated income statement as follows:
US $ | |
Loss before tax | (8,104,687) |
Tax at the Isle of Man income tax rate of 0% | - |
Effect of different tax rates of subsidiaries | |
operating in other jurisdictions | 63 |
Current tax | 63 |
7. 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 | Six months ended | Six months ended | Year ended | |||
30 June 2014 | 30 June 2013 | 31 December 2013 | ||||
US $ | US $ | US $ | ||||
Earnings for the purposes of basic and diluted earnings per share | ||||||
(profit for the year attributable to equity holders of the parent) | (8,104,750) | (3,058,131) | (6,382,194) | |||
Number of shares | ||||||
Six months | Six months | |||||
ended | ended | Year ended | ||||
30 June 2014 | 30 June 2013 | 31 December 2013 | ||||
Weighted average number of ordinary shares for | ||||||
the purposes of basic earnings per share | 146,884,071 | 146,220,250 | 146,285,723 | |||
Effect of dilutive potential ordinary shares: | ||||||
Share options | - | - | - | |||
Convertible promissory notes | 63,806,662 | 31,990,100 | 31,990,100 | |||
Weighted average number of ordinary shares for | ||||||
the purposes of diluted earnings per share | 210,690,733 | 178,210,350 | 178,275,823 |
Share options 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.8. Investments
At fair value through profit or loss
Group | ||||
Level 1 | Level 2 | Level 3 | Total | |
US $ | US $ | US $ | US $ | |
At 1 January 2014 | 15,579,671 | - | 20,166,416 | 35,746,087 |
Investments during the year | - | - | 141,536 | 141,536 |
Transfers between levels | - | - | - | - |
Fair value losses | (5,783,308) | - | - | (5,783,308) |
At 30 June 2014 | 9,796,363 | - | 20,307,952 | 30,104,315 |
At 1 January 2013 | - | 3,225,783 | 35,678,903 | 38,904,686 |
Investments during the year | - | - | 204,959 | 204,959 |
Transfers between levels | 17,007,373 | (3,225,783) | (13,781,590) | - |
Fair value losses | (1,427,702) | - | (1,935,856) | (3,363,558) |
At 31 December 2013 | 15,579,671 | - | 20,166,416 | 35,746,087 |
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, investments classified as Level 1 have been valued based on a quoted price in an active market. Investments classified as Level 2 have been valued using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Fair values of unquoted investments classified as Level 3 in the fair value hierarchy have been determined in part or in full by valuation techniques that are not supported by observable market prices or rates. Investment valuations for Level 3 investments have been arrived at using a variety of valuation techniques and assumptions. For instance where the fair values are based upon the most recent market transaction but which occurred more than twelve months previously, the investments are classified as Level 3 in the fair value hierarchy.
The net decrease in fair value for the six months ended 30 June 2014 of US $5,783,308 is from the change in value of the public company and is based on a quoted price in an active market.
There were no transfers between levels in 2013.
Fair value determination
The Directors have valued the investments in accordance with the guidance laid down in the International Private Equity and Venture Capital Valuation Guidelines. The inputs used to derive the investment valuations are based on estimates and judgements made by management which are subject to inherent uncertainty. As such the carrying value in the financial statements at 30 June 2014 may differ materially from the amount that could be realized in an orderly transaction between willing market participants on the reporting date.
In making their assessment of fair value at 30 June 2014, management has considered the total exposure to each entity including equity, warrants, options, promissory notes, and receivables.
8. Investments, (continued)
Further information in relation to the directly held private investment portfolio at 30 June 2014 is set out below:
Fair value | Methodology | Unobservable inputs | |
US $ | |||
Private investments | 20,307,952 | Multiple methods used in combination including: Discount to last market price, | Discount (30%-100%), |
discount to last financing round, price of future financing round, and third party | Price of fund raising. | ||
valuation. |
Given the range of techniques and inputs used in the valuation process and the fact that in most cases more than one approach is used, a sensitivity analysis is not considered to be a practical or meaningful disclosure. Shareholders should note however that increases or decreases in any of the inputs listed above in isolation may result in higher or lower fair value measurements.
9. Other financial assets and liabilities
The carrying amounts of the Group's financial assets and financial liabilities at the statement of financial position date are as follows.
30 June 2014 | 31 December 2013 | |||
Carrying | Fair | Carrying | Fair | |
amount | value | amount | value | |
US $ | US $ | US $ | US $ | |
Financial assets | ||||
Fair value through profit or loss | ||||
Fixed asset investments - designated | ||||
as such upon initial recognition | 30,104,315 | 30,104,315 | 35,746,087 | 35,746,087 |
Currents assets | ||||
Loans and receivables | ||||
Security deposit | 13,600 | 13,600 | 13,600 | 13,600 |
Prepaid expenses and other | ||||
receivables | 3,634,487 | 3,634,487 | 3,654,196 | 3,654,196 |
Cash and cash equivalents | 1,147,354 | 1,147,354 | 353,964 | 353,964 |
Financial liabilities | ||||
Amortised cost | ||||
Trade and other payables | 9,191,443 | 9,191,443 | 9,411,563 | 9,411,563 |
Current portion of notes payable | 8,308,600 | 8,308,600 | 6,308,600 | 6,308,600 |
Current portion of convertible promissory notes | - | - | 9,543,671 | 9,543,671 |
Convertible promissory notes | 10,914,129 | 10,914,129 | - | - |
Notes payable | 1,012,000 | 1,012,000 | 1,012,000 | 1,012,000 |
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 30 June 2014 and 31 December 2013.
9. Other financial assets and liabilities, (continued)
The following table sets out the fair values of financial instruments not measured at fair value and analyses it by the level in the fair value hierarchy into which each fair value measurement is categorized at 30 June 2014.
Level 1 | Level 2 | Level 3 | Total | |
US $ | US $ | US $ | US $ | |
Financial assets | ||||
Security deposit | - | 13,600 | - | 13,600 |
Prepaid expenses and | ||||
other receivables | - | 3,634,487 | - | 3,634,487 |
Cash and cash equivalents | - | 1,147,354 | - | 1,147,354 |
- | 4,795,441 | - | 4,795,441 | |
Financial liabilities | ||||
Trade and other payables | - | 9,191,443 | - | 9,191,443 |
Current portion of notes payable | - | 8,308,600 | - | 8,308,600 |
Convertible promissory notes | - | 10,914,129 | 10,914,129 | |
Notes payable | - | 1,012,000 | - | 1,012,000 |
- | 29,426,172 | - | 29,426,172 |
10. Promissory notes
Convertible promissory notes
The convertible promissory notes were to mature on 31 December 2013 but the due date was extended to 31 January 2014 by a meeting of the Noteholders on 6 December 2013. At a meeting of the Noteholders on 24 January 2014, it was agreed to extend the convertible promissory notes to 31 December 2015 on revised terms. The new notes can be convertible into ordinary shares of the Company at a conversion price of 10 pence and will pay interest of 7% if paid in ordinary shares or 5% if paid in cash or additional notes on a quarterly basis. Prior to maturity, the notes will be automatically converted into ordinary shares of the Company at the time that the closing price of the ordinary shares is equal or greater than 15 pence for 25 trading days. The Company is obliged to use 50% of its cash balances over £2 million (excluding any cash raised through any fund raising) to repay the notes. If, on or before 15 December 2014, the notes have not been converted or repaid in cash, the Noteholder will have the right to exchange part or the whole note into Kromek Group PLC ("Kromek") shares. The exchange rights will be exercisable from 15 December 2014 to 30 December 2014. In the event that the notes are not converted, repaid in cash, or exchanged for Kromek shares by 31 December 2015, the notes will be repaid by transferring Kromek shares held by the Company on the date of repayment to the Noteholders. For every £1 note, two warrants were issued. The warrants have an exercise price of 12 pence per share with an expiration date of 31 December 2015 or within 30 days of the early repayment of the note. In the event that the cash balances of the Company immediately following any repayment of the notes exceed £7 million, an amount equal to 20% of the surplus over £7 million but not exceeding 20% of the original principal amount of the notes will be paid to the Noteholders in proportion to the amounts of notes held by them at the time of repayment.
In April 2014, US $1,064,698 (£622,448) additional convertible promissory notes were issued in payment of the accrued interest payable on the notes as of 31 December 2013 and the quarter ended 31 March 2014. At 30 June 2014, the convertible promissory notes totaled US $10,914,129 and the warrants issued totaled 12,761,337.
The net proceeds received from the issue of the convertible promissory notes 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.
10. Promissory notes, (continued)
Promissory notes
In June 2014, the Company was granted a loan facility by an institutional lender (the "Lender"). The Company has drawn down an initial sum of US $2 million with a further draw down facility of up to a maximum of US $10 million, subject to the consent of each party. The facility is secured by part of Amphion's holding in Kromek Group plc ("Kromek") and may be repaid at the Company's discretion in cash, the issue of Amphion shares, or the payment of Kromek shares where the Lender will be subject to certain limitations including adherence to any existing lock-in and an orderly market agreement. Repayment will be on a monthly basis starting on 1 September 2014 with final payment due 1 June 2015. The interest rate of the loan is 12% per annum of the gross amount provided to the Company. As part of the loan terms the Lender received 8,532,350 3-year warrants in Amphion with an exercise price of 4.375 pence per share. In addition, Amphion will be issuing the Lender 663,627 3-year simulated warrants at an exercise price of 56.25 pence per share. If the Lender exercises the warrants, Amphion will pay the difference between the exercise price and the Kromek market price. The Company also paid a further 8% of the gross amount provided as an implementation fee. As part of the loan facility, the Directors agreed to a Deed of Postponement that regulates the Directors' rights in respect to the repayment of any debt due to them from the Company. The Directors agreed to defer payment of their debt by the Company until the loan facility is repaid in full. The funds are to be used for working capital for Amphion and its Partner Companies.
11. Share capital
30 June 2014 | |||||
£ | |||||
Authorised: | |||||
250,000,000 ordinary shares of 1p each | 2,500,000 | ||||
Number | £ | US $ | |||
Balance as at 31 December 2013 | 146,884,071 | 1,468,840 | 2,693,319 | ||
Issued and fully paid: | |||||
Ordinary shares of 1p each | - | - | - | ||
Balance as at 30 June 2014 | 146,884,071 | 1,468,840 | 2,693,319 |
12. 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. During 2014, no options were issued under the Plan.
12. Share based payments, (continued)
2014 | |||
Weighted | |||
average | |||
Number of | exercise | ||
share options | price (in £) | ||
Outstanding at beginning of period | 8,983,333 | 0.11 | |
Granted during the period | - | - | |
Cancelled during the period | - | - | |
Expired during the period | - | - | |
Outstanding at the end of the period | 8,983,333 | 0.11 | |
Exercisable at the end of the period | 8,941,668 | 0.11 |
Options are recorded at fair value on the date of grant using the Black-Scholes model. The Group recognized total costs of US $8,453 relating to equity-settled share-based payment transactions in 2014 which were expensed in the statement of comprehensive income during the period.
13. 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 partners are disclosed below.
During the period, the Group paid miscellaneous expenses for Motif BioSciences, Inc. ("Motif") such as office expenses. At 30 June 2014, the amount due from Motif is US $12,246.
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 2015 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 no fee during the period ended 30 June 2014.
A subsidiary of the Company 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 2015 and shall automatically renew for successive one year periods. Amphion Innovations US Inc.'s fee for the period ended 30 June 2014 was US $120,000. At 30 June 2014, US $840,000 of the advisory fees remain payable by Motif. The balance has been reduced by a provision for doubtful debts in the amount of US $360,000.
A subsidiary of the Company 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 quarterly fee under this agreement is US $45,000. This agreement renews on an annual basis until terminated by either party. Amphion Innovations US Inc.'s fee for the period ended 30 June 2014 was suspended. At 30 June 2014, US $630,000 of the advisory fees remain payable by m2m. This balance has been reduced by a provision for doubtful debts in the amount of US $600,000.
A subsidiary of the Company 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 period ended 30 June 2014 was US $120,000. At 30 June 2014, US $1,200,000
13. Related party transactions, (continued)
of the advisory fees remain payable. This balance has been reduced by a provision for doubtful debts in the amount of US $360,000.
A subsidiary of the Company has entered into an agreement with PrivateMarkets, Inc. ("PrivateMarkets") 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 period ended 30 June 2014 was suspended. At 30 June 2014, US $770,000 remains payable from PrivateMarkets. The payable has been reduced by a provision for doubtful debts in the amount of US $770,000.
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 period ended 30 June 2014 was suspended.
During 2013 Richard Morgan, a Director of the Company, advanced US $190,000 to a subsidiary of the Company under promissory notes. The promissory notes accrue interest at 5% per annum and are payable in three years. In 2010, Richard Morgan advanced US $352,866 to the Company. This advance is interest free and repayable on demand. At 30 June 2014, US $115,837 remains outstanding. The net amount payable by the Group at 30 June 2014 to Richard Morgan is US $2,196,060. The amount payable includes a voluntary salary reduction of US $1,515,766, US $341,779 of which will be payable at the discretion of the Board at a later date.
During 2010 through 2012, R. James Macaleer, the Chairman of the Company, advanced US $6,308,600 to the Company under promissory notes. The promissory notes accrue interest at 7% per annum and mature on 31 December 2014. In 2013, R. James Macaleer advanced US $600,000 to a subsidiary of the Company under a promissory note. The promissory note accrues interest at 5% per annum and is payable three years from issuance. As part of the terms of the loan facility the Company entered into in June 2014, the Directors agreed to a Deed of Postponement that defers payment of their promissory notes by the Company until the loan facility is repaid in full (note 10). At 30 June 2014, US $23,787 was due to Mr. Macaleer for Director's fees and US $1,148,564 was due for accrued interest on the promissory notes.
At 30 June 2014, US $117,537 was due to Gerard Moufflet, a Director of the Company, for Director's fees and US $8,337 for expenses.
At 30 June 2014, US $7,367 was due to Anthony Henfrey, a Director of the Company, for expenses. Dr. Henfrey waived his entitlement to receive his Director's fees for 2014.
At 30 June 2014, US $23,535 was due to Richard Mansell-Jones, a retired Director of the Company, for Director's fees.
At 30 June 2014, US $812,992 was due to Robert Bertoldi, a Director of the Company, for voluntary salary reductions of which US $188,769 is payable by the discretion of the Board at a later date.
14. Subsequent Events
In July and August 2014, the Company made advances of US $90,589 under a promissory note from Motif BioSciences, Inc.
In July and August 2014, the Company made advances of US $16,282 under a promissory note from PrivateMarkets Inc.
In July and August 2014, the Company made advances of US $40,000 under a promissory note from Axcess International Inc.
14. Subsequent Events, (continued)
On 1 July 2014, the Company issued £79,334 additional convertible promissory notes and 158,668 additional warrants in payment of the second quarter accrued interest expense on the convertible promissory notes.
On 8 July 2014, Amphion Innovations UK Ltd., a subsidiary of the Company, was dissolved.
In July 2014, the Company issued 690,663 ordinary shares to certain Directors in payment of their directors' fees for the fourth quarter of 2013 and the first two quarters of 2014 priced at 2.175 pence.
On 7 August 2014, Anthony W. Henfrey retired as Director of the Company.
In August 2014, the Company was re-registered as a company incorporated under the Companies Act 2006 (as amended).
In August 2014, the Company increased its authorized share capital to 500,000,000 ordinary shares from 250,000,000 ordinary shares.
In August 2014, Miroslaw Izienicki was appointed Non-executive Director to the Board of Amphion Innovations plc.
In August 2014, the Company signed a supplemental loan agreement deed with an institutional lender to make an additional US $1,000,000 draw down on the loan facility in four monthly advances of US $250,000 starting in September. Repayment will be on a monthly basis starting on 1 October 2014. (See note 10).
Related Shares:
AMP.L