24th Sep 2013 07:00
Amphion Innovations plc
Interims Results for the 6 months to 30 June 2013
London and New York, 24 September 2013 - 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 2013.
Highlights
· Generated revenue of US $264,638 during the period
· NAV at 30 June 2013 was US $0.12 (£0.08)
· Partner Company, Kromek, announced its Intention to Float on AIM. Amphion has 13.3% shareholding
· Kromek signed a development contract with a top four global OEM in the medical imaging market
· Partner Company, WellGen, was awarded a Phase I SBIR grant by the National Institutes of Health to progress the clinical investigation of their proprietary natural extracts in controlling Type 2 diabetes
Financial Results and Net Asset Value
Revenue for the six month period was US $264,638; roughly in line with the US $326,412 recorded in the second half of 2012, but lower than the US $1,069,394 recorded in the same period of last year. This decrease is a result of the intellectual property licensing programme stalling last year, which has remained so as we await the results for the Appeal of the Markman ruling as well the reduction in advisory fees. Expenses were also lower and the operating loss for the six months fell to US $1,025,023 from US $1,469,194, as reported in the same period of last year.
As a result, the Company's Net Asset Value at 30 June 2013 was US $0.12 (£0.08); down approximately 12% compared to 31 December 2012 which was reported at US $0.14 (£0.09).
Amphion's holding of intellectual property assets is valued at amortised cost of US $662,726. 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 substantial 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 for 2012, the Claim Construction Order known as a Markman ruling has delayed progress with DataTern and slowed the pace of settlements. Our legal team, supported by our extensive team of technical and patent experts, continues to believe that the ruling is not fully reflective of the claims of the two key patents, both of which have completed a comprehensive re-examination by the United States Patent and Trademark Office and successfully emerged both fully validated and with additional claims added. The appeal of the ruling to the United States Court of Appeals for the Federal Circuit is under way. All the briefs have now been filed and we expect to be advised of the date for the hearing quite soon and that date should be before the end of 2013. The suits we filed in Massachusetts against MicroStrategy and several of their customers who we believe infringe our IP are also subject to the Appeals Court process.
As reported, we are continuing to prosecute the remaining cases against users of the technology in Texas. The court schedule for one of those cases included a separate Markman hearing on 9 July 2013. We were pleased when the judge in that case opined that if he were to issue a Markman ruling he would find substantially in our favour. As the Appeal is going to be heard, no Markman ruling was issued but it is gratifying that he found substantially for our position, having access to most of the same materials that will be going before the Appeals court.
We believe that a Claim Construction ruling, which is fully reflective of our interpretation of the claims of the patents, will establish significant infringement and it remains the very 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. There remain a large number of additional potential licensees and we believe that we should be able to generate a significant amount of revenue from this asset over the next few years. FireStar Software, where the technology and patents were originally developed, shares directly in this revenue stream.
Building Value in Our Partner Companies
On 12 September Kromek announced its Intention to Float on the AIM market. We are very actively working with the company and its advisors to prepare for the admission to the market. Our announcement of 12 September 2013 included a detailed summary of Kromek's programmes and status. Amphion has a 13.3% shareholding of the company.
It has been just over ten years since Kromek was spun out of the University of Durham and the Kromek team has done well to raise the financing needed to advance to the current stage in a very testing financial environment. Over the last few years the company has made two key acquisitions in the United States. The first, Nova R&D, brought a wealth of knowledge, expertise, and IP in specialized electronics and ASICS. The second, eV Products, completed in February of this year, has provided Kromek with the leading capability in the production of detectors and sub-assemblies using the current state-of-the-art technology in CZT. The programmes in Durham, in the UK, continue to make progress in development of the vapour-phase technology which, when commercialized, will allow wafer-scale production of CZT with major advantages in cost and quality.
Kromek continues to make commercial progress on many fronts. The nuclear contamination disaster in Japan continues to generate a need for new and more versatile gamma ray monitoring devices and Kromek has been able to address this need with its range of products and is currently developing others. In addition, important and exciting progress is now being seen in other areas, such as in medicine, where the use of high-quality CZT detector materials can have a significant impact on the use of x-rays. We have recently seen important advances in programmes that have been under way for some time with leading medical technology companies in the CT, SPECT, and BMD areas, each of which uses x-rays in various ways for medical imaging. Kromek recently signed a development contract with a top four global OEM in the medical imaging market.
Since we completed the Annual Report in June we have been working closely with the management teams at all six other Partner Companies. We believe each one has a solid technical foundation and should make better progress once we can find more capital to support their activities. In this regard we are pleased to report that WellGen has recently been awarded a Phase 1 SBIR grant by the National Institutes of Health to progress the clinical investigation of their proprietary natural extracts in controlling Type 2 diabetes.
In summary, 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
Financial support for Amphion in the first half of the current year has continued to be provided, for the most part, by loans from the directors and additional contributions from the management team. 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 must remain cautious, the opportunity to pursue an IPO for Kromek on AIM reflects a significant improvement in the public markets over the last year and is a major development for Amphion. The IPO market remains volatile and relatively thin compared with the levels reached in 1999/2000 but it is now substantially stronger than at this time last year. 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 many of 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
+44 (0)20 3151 7008
Panmure Gordon Limited
Freddy Crossley/ Fred Walsh/ Grishma Patel (Corporate Finance)
Adam Pollock/ Charlie Leigh-Pemberton/ Hannah Woodley (Corporate Broking)
+44 (0)20 7866 2500
Amphion Innovations plc | ||||||||||
Condensed consolidated statement of comprehensive income | ||||||||||
For the six months ended 30 June 2013 | ||||||||||
Unaudited | Unaudited | |||||||||
Notes | Six months | Six months | Audited | |||||||
ended | ended | Year ended | ||||||||
30 June 2013 | 30 June 2012 | 31 December 2012 | ||||||||
Continuing operations | US $ | US $ | US $ | |||||||
Revenue | 3 | 264,638 | 1,069,394 | 1,395,806 | ||||||
Cost of sales | - | - | - | |||||||
Gross profit | 264,638 | 1,069,394 | 1,395,806 | |||||||
Administrative expenses | (1,289,661) | (2,538,588) | (7,829,718) | |||||||
Operating loss | (1,025,023) | (1,469,194) | (6,433,912) | |||||||
Fair value gains/(losses) on investments | 7 | (2,379,958) | 4,645,418 | 101,270 | ||||||
Interest income | 288,783 | 409,562 | 827,557 | |||||||
Other gains and losses | 639,294 | (61,695) | (428,875) | |||||||
Finance costs | (524,177) | (468,490) | (1,010,813) | |||||||
Profit/(loss) before tax | (3,001,081) | 3,055,601 | (6,944,773) | |||||||
Tax on profit/(loss) | 5 | (57,050) | (56,000) | (1,461) | ||||||
Profit/(loss) for the period | (3,058,131) | 2,999,601 | (6,946,234) | |||||||
Other comprehensive income | ||||||||||
Exchange differences arising on translation | ||||||||||
of foreign operations | (53) | (861) | 3,006 | |||||||
Other comprehensive income/(loss) for the period | (53) | (861) | 3,006 | |||||||
Total comprehensive income/(loss) for the period | (3,058,184) | 2,998,740 | (6,943,228) | |||||||
Amphion Innovations plc | ||||||||
Condensed consolidated statement of financial position | ||||||||
At 30 June 2013 | ||||||||
Unaudited | Unaudited | Audited | ||||||
Notes | 30 June 2013 | 30 June 2012 | 31 December 2012 | |||||
US $ | US $ | US $ | ||||||
Non-current assets | ||||||||
Intangible assets | 662,726 | 834,879 | 748,048 | |||||
Property, plant, and equipment | 805 | 8,047 | 1,639 | |||||
Security deposit | 13,600 | 70,735 | 70,735 | |||||
Investments | 7 | 36,596,983 | 43,318,945 | 38,904,686 | ||||
37,274,114 | 44,232,606 | 39,725,108 | ||||||
Current assets | ||||||||
Prepaid expenses and other receivables | 4,232,249 | 4,765,317 | 3,541,275 | |||||
Cash and cash equivalents | 22,643 | 124,653 | 413,276 | |||||
4,254,892 | 4,889,970 | 3,954,551 | ||||||
Total assets | 41,529,006 | 49,122,576 | 43,679,659 | |||||
Current liabilities | ||||||||
Trade and other payables | 8,486,383 | 5,328,070 | 7,528,514 | |||||
Current portion of notes payable | 8 | - | 1,000,000 | 6,208,600 | ||||
Current portion of convertible promissory notes | 8 | 8,758,250 | - | 9,364,014 | ||||
17,244,633 | 6,328,070 | 23,101,128 | ||||||
Non-current liabilities | ||||||||
Convertible promissory notes | 8 | - | 9,032,341 | - | ||||
Notes payable | 8 | 6,658,600 | 4,000,000 | - | ||||
6,658,600 | 13,032,341 | - | ||||||
Total liabilities | 23,903,233 | 19,360,411 | 23,101,128 | |||||
Net assets | 17,625,773 | 29,762,165 | 20,578,531 | |||||
Equity | ||||||||
Share capital | 9 | 2,682,757 | 2,501,293 | 2,682,757 | ||||
Share premium account | 36,009,331 | 35,663,018 | 36,009,331 | |||||
Translation reserve | (13,550) | (17,364) | (13,497) | |||||
Retained earnings | (21,052,765) | (8,384,782) | (18,100,060) | |||||
Total equity | 17,625,773 | 29,762,165 | 20,578,531 | |||||
Amphion Innovations plc | |||||||||||||||
Condensed consolidated statement of changes in equity | |||||||||||||||
For the six months ended 30 June 2013 | |||||||||||||||
Unaudited | |||||||||||||||
Foreign | |||||||||||||||
Share | currency | ||||||||||||||
Share | premium | translation | Retained | ||||||||||||
Notes | capital | account | reserve | earnings | Total | ||||||||||
US $ | US $ | US $ | US $ | US $ | |||||||||||
Balance at 1 January 2012 | 2,498,749 | 35,652,903 | (16,503) | (11,549,002) | 26,586,147 | ||||||||||
Profit for the period | - | - | - | 2,999,601 | 2,999,601 | ||||||||||
Exchange differences arising on | |||||||||||||||
translation of foreign operations | - | - | (861) | - | (861) | ||||||||||
Total comprehensive income for the period | - | - | (861) | 2,999,601 | 2,998,740 | ||||||||||
Issue of share capital | 2,544 | 10,115 | - | - | 12,659 | ||||||||||
Recognition of share-based payments | 10 | - | - | - | 164,619 | 164,619 | |||||||||
Balance at 30 June 2012 | 2,501,293 | 35,663,018 | (17,364) | (8,384,782) | 29,762,165 | ||||||||||
Balance at 1 January 2013 | 2,682,757 | 36,009,331 | (13,497) | (18,100,060) | 20,578,531 | ||||||||||
Profit for the period | - | - | - | (3,058,131) | (3,058,131) | ||||||||||
Exchange differences arising on | |||||||||||||||
translation of foreign operations | - | - | (53) | - | (53) | ||||||||||
Total comprehensive income for the period | - | - | (53) | (3,058,131) | (3,058,184) | ||||||||||
Recognition of share-based payments | 10 | - | - | - | 105,426 | 105,426 | |||||||||
Balance at 30 June 2013 | 2,682,757 | 36,009,331 | (13,550) | (21,052,765) | 17,625,773 | ||||||||||
Amphion Innovations plc | |||||
Condensed consolidated statement of cash flows | |||||
For the six months ended 30 June 2013 | |||||
Unaudited | Unaudited | ||||
Six months | Six months | Audited | |||
ended | ended | Year ended | |||
30 June 2013 | 30 June 2012 | 31 December 2012 | |||
US $ | US $ | US $ | |||
Operating activities | |||||
Operating loss | (1,025,023) | (1,469,194) | (6,433,912) | ||
Adjustments for: | |||||
Depreciation of property, plant, and equipment | 834 | 2,240 | 8,697 | ||
Amortisation of intangible assets | 85,322 | 86,831 | 173,662 | ||
Recognition of share based payments | 105,426 | 177,278 | 440,116 | ||
(Increase)/decrease in prepaid & other receivables | (691,030) | (1,001,027) | 223,015 | ||
Decrease in security deposit | 57,135 | - | - | ||
Increase in trade & other payables | 958,246 | 1,030,816 | 3,231,260 | ||
Interest expense | (524,177) | (468,490) | (1,010,813) | ||
Income tax | (57,050) | (56,000) | (1,461) | ||
Net cash used in operating activities | (1,090,317) | (1,697,546) | (3,369,436) | ||
Investing activities | |||||
Interest received | 288,783 | 409,562 | 827,557 | ||
Purchases of investments | (72,255) | (179,632) | (309,521) | ||
Purchases of equipment | - | (929) | (963) | ||
Proceeds from sale of furniture | 1,200 | - | 2,400 | ||
Adjustment to note payable for foreign exchange rate | (605,764) | 41,774 | 373,447 | ||
Net cash from/(used in) investing activities | (388,036) | 270,775 | 892,920 | ||
Financing activities | |||||
Proceeds on issue of promissory notes | 450,000 | 1,500,000 | 2,708,600 | ||
Proceeds on issue of shares, net | - | - | 495,496 | ||
Net cash from financing activities | 450,000 | 1,500,000 | 3,204,096 | ||
Net increase/(decrease) in cash and cash equivalents | (1,028,353) | 73,229 | 727,580 | ||
Cash and cash equivalents at the beginning of the period | 413,276 | 114,014 | 114,014 | ||
Effect of foreign exchange rate changes | 637,720 | (62,590) | (428,318) | ||
Cash and cash equivalents at the end of the period | 22,643 | 124,653 | 413,276 | ||
1. General information
The condensed consolidated interim financial statements for the six months ended 30 June 2013 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 2012 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 2012, except for the adoption of new standards and interpretations effective as of 1 January 2013.
The Group has adopted the following new standards and amendments to standards with a date of initial application of 1 January 2013.
· IFRS 10 Consolidated Financial Statements (2011)
· IFRS 13 Fair Value Measurement
· Presentation of Items of Other Comprehensive Income (Amendments to IAS 1)
· Financial Instruments: Presentation (Amendments to IAS 32)
Application of these standards and amendments had no significant impact on the Group's financial position or results of operations.
3. Revenue
An analysis of the Group's revenue is as follows:
Six months ended | Six months ended | Year ended | |||
30 June 2013 | 30 June 2012 | 31 December 2012 | |||
US $ | US $ | US $ | |||
Continuing operations | |||||
Advisory fees | 264,638 | 569,394 | 695,806 | ||
License fees | - | 500,000 | 700,000 | ||
264,638 | 1,069,394 | 1,395,806 |
In August 2010, DataTern, Inc. entered into an agreement with Niro, Haller & Niro ("NHN") to represent DataTern, Inc. in connection with the licensing and enforcement of its patents. In June 2011, DataTern, Inc. and NHN agreed to terminate the agreement effective as of 25 January 2012. Under the termination agreement, NHN is to be paid US $400,000 by DataTern, Inc. in lieu of any other fees they may have received for the outstanding cases. NHN is to be paid as follows: US $40,000 within seven days of signing the agreement; US $180,000 on 15 June 2012; and US $180,000 on 15 December 2012. At 30 June 2013, US $110,000 remains payable.
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.
4. 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 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 |
4. Segment information, (continued)
For management purposes for 30 June 2012, 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 2012 | 30 June 2012 | 30 June 2012 | 30 June 2012 | 30 June 2012 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
REVENUE | |||||||||||
External advisory fees | 569,394 | - | - | - | 569,394 | ||||||
External license fees | - | - | 500,000 | - | 500,000 | ||||||
Total revenue | 569,394 | - | 500,000 | - | 1,069,394 | ||||||
Cost of sales | - | - | - | - | - | ||||||
Gross profit | 569,394 | - | 500,000 | - | 1,069,394 | ||||||
Administrative expenses | (406,503) | (507,524) | (1,624,561) | - | (2,538,588) | ||||||
Segment result | 162,891 | (507,524) | (1,124,561) | - | (1,469,194) | ||||||
Fair value gains on | |||||||||||
investments | - | 4,645,418 | - | - | 4,645,418 | ||||||
Interest income | 22,127 | 387,303 | 132 | - | 409,562 | ||||||
Other gains and losses | (5,912) | (55,783) | - | - | (61,695) | ||||||
Finance costs | - | (467,197) | (1,293) | - | (468,490) | ||||||
Profit/(loss) before tax | 179,106 | 4,002,217 | (1,125,722) | - | 3,055,601 | ||||||
Income taxes | (56,000) | - | - | - | (56,000) | ||||||
Profit/(loss) after tax | 123,106 | 4,002,217 | (1,125,722) | - | 2,999,601 |
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 2012 | 30 June 2012 | 30 June 2012 | 30 June 2012 | 30 June 2012 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
OTHER INFORMATION | |||||||||||
Segment assets | 4,912,063 | 47,228,096 | 972,585 | (3,990,168) | 49,122,576 | ||||||
Segment liabilities | 4,685,654 | 16,324,001 | 1,617,547 | (3,266,791) | 19,360,411 | ||||||
Depreciation | 914 | 429 | 897 | - | 2,240 | ||||||
Amortisation | - | - | 86,831 | - | 86,831 | ||||||
Recognition of share-based | |||||||||||
payments | - | 177,278 | - | - | 177,278 |
4. 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 2013 | 30 June 2012 | |||
US $ | US $ | |||
United States | 120,000 | 420,000 | ||
United Kingdom | 144,638 | 149,394 | ||
264,638 | 569,394 |
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 2013 | 30 June 2012 | |
US $ | US $ | |
United States | - | 500,000 |
Europe | - | - |
- | 500,000 |
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 2013 | 30 June 2012 | 30 June 2013 | 30 June 2012 | ||||
US $ | US $ | US $ | US $ | ||||
United States | 25,615,700 | 32,492,510 | - | - | |||
United Kingdom | 15,913,306 | 16,630,066 | - | 929 | |||
41,529,006 | 49,122,576 | - | 929 |
5. 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 28% 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 | (3,001,081) |
Tax at the Isle of Man income tax rate of 0% | - |
Effect of different tax rates of subsidiaries | |
operating in other jurisdictions | 57,050 |
Current tax | 57,050 |
6. 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 2013 | 30 June 2012 | 31 December 2012 | ||||
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) | (3,058,131) | 2,999,601 | (6,946,234) | |||
Number of shares | ||||||
Six months | Six months | |||||
ended | ended | Year ended | ||||
30 June 2013 | 30 June 2012 | 31 December 2012 | ||||
Weighted average number of ordinary shares for | ||||||
the purposes of basic earnings per share | 146,220,250 | 134,952,603 | 135,993,928 | |||
Effect of dilutive potential ordinary shares: | ||||||
Share options | - | 439,824 | - | |||
Convertible promissory notes | 31,990,100 | 31,990,100 | 31,990,100 | |||
Weighted average number of ordinary shares for | ||||||
the purposes of diluted earnings per share | 178,210,350 | 167,382,527 | 167,984,028 |
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.
7. Investments
At fair value through profit or loss
Level 2 | Level 3 | Total | |
US $ | US $ | US $ | |
At 1 January 2013 | 3,225,783 | 35,678,903 | 38,904,686 |
Investments during the year | - | 72,255 | 72,255 |
Fair value gains | (1,253,281) | (1,126,677) | (2,379,958) |
At 30 June 2013 | 1,972,502 | 34,624,481 | 36,596,983 |
At 1 January 2012 | 1,997,017 | 36,496,878 | 38,493,895 |
Investments during the year | 5,000 | 304,521 | 309,521 |
Disposals | - | (3,625,458) | (3,625,458) |
Fair value losses | 1,223,766 | 2,502,962 | 3,726,728 |
At 31 December 2012 | 3,225,783 | 35,678,903 | 38,904,686 |
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, 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). 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
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 2013 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 2013, management has considered the total exposure to each entity including equity, warrants, options, promissory notes, and receivables.
8. Promissory notes
Convertible promissory notes
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.
8. Promissory notes, (continued)
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 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.
Promissory notes
During 2013, the Company cancelled US $6,208,600 of promissory notes issued to the Chairman of the Company and replaced them with promissory notes that mature on 31 December 2014. The promissory notes accrue interest at the rate of 7% per annum. In addition, 3,500,000 warrants issued in connection with the original notes were cancelled and replaced with warrants that expire on 31 December 2014 and have an exercise price of 8 pence per ordinary share. Refer to note 11 for further details.
During 2013 Amphion Capital Management LLC, a related party, advanced DataTern Inc., a subsidiary of the Company, US $300,000 under promissory notes. The promissory notes accrue interest at 5% and are payable three years from issuance. Terms include a requirement that 50% of the gross profits (defined as gross settlement revenue, less direct expenses, contingency fees, and FireStar's profit share) will be dedicated to repayment of the note. There is an additional contingent return of 1.002% of the gross profits up to 100% return on the note and thereafter .498% of gross profits up to a total return of 300% on the note.
Through 30 June 2013 Richard Morgan, a Director of the Company, advanced DataTern Inc., a subsidiary of the Company, US $150,000 under promissory notes. The promissory notes accrue interest at 5% and are payable three years from issuance. Terms include a requirement that 50% of the gross profits (defined as gross settlement revenue, less direct expenses, contingency fees, and FireStar's profit share) will be dedicated to repayment of the note. There is an additional contingent return of .501% of the gross profits up to 100% return on the note and thereafter .249% of gross profits up to a total return of 300% on the note.
9. Share capital
30 June 2013 | |||||
£ | |||||
Authorised: | |||||
250,000,000 ordinary shares of 1p each | 2,500,000 | ||||
Number | £ | US $ | |||
Balance as at 31 December 2012 | 146,220,250 | 1,462,202 | 2,682,757 | ||
Issued and fully paid: | |||||
Ordinary shares of 1p each | - | - | - | ||
Balance as at 30 June 2013 | 146,220,250 | 1,462,202 | 2,682,757 |
10. 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 2013, no options were issued under the Plan.
During 2013, 3,500,000 options were cancelled and replaced that were not under the Plan. The new options are fully vested and expire on 31 December 2014.
2013 | |||
Weighted | |||
average | |||
Number of | exercise | ||
share options | price (in £) | ||
Outstanding at beginning of period | 16,267,424 | 0.08 | |
Granted during the period | 3,500,000 | 0.08 | |
Cancelled during the period | (3,500,000) | 0.08 | |
Expired during the period | (34,091) | 0.22 | |
Outstanding at the end of the period | 16,233,333 | 0.08 | |
Exercisable at the end of the period | 14,351,672 | 0.08 |
Options are recorded at fair value on the date of grant using the Black-Scholes model. The Group recognized total costs of US $105,426 relating to equity-settled share-based payment transactions in 2013 which were expensed in the statement of comprehensive income during the period.
11. 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 2013, the amount due from Motif is US $9,956.
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 2014 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 2013.
A subsidiary of the Company has entered into an agreement with Kromek to provide advisory and consulting services. Richard Morgan and Jerel Whittingham, Directors of the Company, are also Directors 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 period ended 30 June 2013 was US $60,000. Amphion Innovations US Inc. is also to receive US $84,638 as a fund raising fee for the period ended 30 June 2013. At 30 June 2013, US $170,000 of
11. Related party transactions, (continued)
advisory fees and US $241,812 of fund raising fees remain payable by Kromek.
A subsidiary of the Company 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 was US $120,000. The agreement expired on 31 December 2011. The Company is currently negotiating for renewal.
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 2014 and shall automatically renew for successive one year periods. Amphion Innovations US Inc.'s fee for the period ended 30 June 2013 was US $120,000. At 30 June 2013, US $600,000 of the advisory fees remain payable by Motif.
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 2013 was suspended. At 30 June 2013, 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 $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 2013 was suspended. At 30 June 2013, US $840,000 of the advisory fees remain payable.
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 2013 was suspended. At 30 June 2013, 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 2013 was suspended.
During 2013 Richard Morgan, a Director of the Company, advanced US $150,000 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 2013, US $221,837 remains outstanding. The net amount payable by the Group at 30 June 2013 to Richard Morgan is US $1,773,385. The amount payable includes a voluntary salary reduction of US $1,172,052, US $341,779 of which will be payable at the discretion of the Board at a later date.
During 2013, the Company cancelled US $6,208,600 of promissory notes payable to R. James Macaleer, the Chairman of the Company. The promissory notes accrued interest at 7% per annum and were payable in 2012 and 2013. The notes were replaced with promissory notes that mature on 31 December 2014 and accrue interest at 7%. In addition, 3,500,000 warrants that were issued with the original notes that had an expiration date of 31 December 2013 and an exercise price of 8 pence per share were cancelled and replaced with 3,500,000 warrants that expire on 31 December 2014 and have an exercise price per share of 8 pence. At 30 June 2013, US $22,187 was due to Mr. Macaleer for Director's fees and US $680,202 was due for accrued interest on the promissory notes.
11. Related party transactions, (continued)
At 30 June 2013, US $92,571 was due to Gerard Moufflet, a Director of the Company, for Director's fees and US $8,337 for expenses.
At 30 June 2013, US $6,809 was due to Anthony Henfrey, a Director of the Company, for expenses. Dr. Henfrey waived his entitlement to receive his Director's fees for 2013.
At 30 June 2013, US $23,535 was due to Richard Mansell-Jones, a retired Director of the Company, for Director's fees.
At 30 June 2013, US $599,377 and US $315,293 were due to Robert Bertoldi and Jerel Whittingham, respectively, Directors of the Company, for voluntary salary reductions of which US $188,769 and US $154,705 are payable by the discretion of the Board at a later date.
12. Events after the balance sheet date
In July and August 2013, R. James Macaleer, the Chairman of the Company, advanced DataTern, Inc., a subsidiary of the company, US $600,000 under a promissory note that accrues interest at the rate of 5% per annum and is payable on 13 August 2016. Terms include a requirement that 50% of the gross profits (defined as gross settlement revenue, less direct expenses, contingency fees, and FireStar Software Inc.'s profit share) will be dedicated to repayment of the note. There is an additional contingent return of 2% of the gross profits up to 100% on the note and thereafter 1% of gross profits up to a total return of 300% on the note.
In July and August 2013, Richard Morgan, a Director of the Company, advanced DataTern, Inc. US $40,000 under promissory notes. The promissory notes accrue interest at 5% and are payable in 3 years. (See note 8 for further details.)
In July and August 2013, the Company made advances of US $31,321 under a promissory note from Motif BioSciences, Inc.
In July and August 2013, the Company made advances of US $10,591 under a promissory note from PrivateMarkets Inc.
On 13 August 2013, Jerel Whittingham retired as Director of the Company.
On 7 September 2013, the Company settled all outstanding amounts owed to Niro, Haller & Niro for US $107,500.
On 18 September 2013, the Company entered into a Termination Agreement with Kromek Ltd. Under the terms of the agreement, Kromek Ltd. will pay the Company US $773,918 in full settlement for all amounts due to the Company and the advisory and consulting agreement is terminated as of this date.
Related Shares:
AMP.L