29th Sep 2011 07:00
Amphion Innovations plc
Interim Results for the 6 months to 30 June 2011
London and New York, 29 September 2011 - 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 2011.
Highlights
Financial
·; Revenue for the first six months was US $2.6 million as compared to US $1.6 million for the first six months of 2010
·; Operating loss was reduced from US $1.1 million for the first six months of 2010 to $130,224 for the first six months of 2011
·; The net asset value per share at 30 June 2011 was US 22 cents or UK 13.9 pence per share
Commercial
·; IP licensing programme (DataTern) has been expanded alongside new IP legal partner with encouraging progress to date
·; Kromek's GR1 instrument in use and attracting significant attention in Japan
·; Motif BioSciences making good progress on formation of strategic partnership with a new Indian partner
Amphion's Chairman and Chief Executive Officer, Richard Morgan, said: "We are pleased to be reporting an improved set of results for the Company. Alongside the progress being made by each of the Partner Companies, we believe DataTern is starting to benefit from the support of our new IP litigation partner and as a result the potential of this business has increased substantially. Improved performance by DataTern should in due course lead to an improvement in Amphion's results, with a positive impact on Amphion's financial condition and its ability to fund and grow its Partner Companies."
Amphion Innovations plc
Charlie Morgan +1 212 210 6224
Cardew Group
Tim Robertson +44 20 7930 0777
Seymour Pierce Limited (Nominated Advisor)
Freddy Crossley/ Mark Percy +44 20 7107 8300
Notes to editors
About Amphion Innovations plc
Amphion (LSE: AMP) builds shareholder value in emerging companies in the medical and technology sectors, by using a focused, hands-on company building approach, based on decades of experience in both the US and UK. Amphion has significant shareholding in seven Partner Companies developing proven technologies targeting substantial commercial marketplaces. The Amphion model has been refined to optimise the commercialisation of patents and other intellectual property within the Partner Companies. The Partner Companies collectively own or control over 200 separately identified pieces of intellectual property, a number which grows steadily each year.
On the web: www.amphionplc.com
CEO's Statement
Financial Results and Net Asset Value
Revenue for the first six months was US $2.6 million as compared to US $1.6 million for the first six months of 2010. The increase in revenue is mainly due to the improved performance of DataTern, the Company's Intellectual Property licensing programme, which increased revenue from US $732,050 for the first six months of 2010 to US $2 million for the first six months of 2011. Operating loss was reduced from US $1.1 million for the first six months of 2010 to $130,224 for the first six months of 2011 as a result of the increase in revenue and a decrease in administrative expenses from US $2.4 million to US $1.9 million. The decrease in administrative expenses reflects the Company's continuing commitment to reduce its operating costs. Net profit for the first six months of 2011 was US $197,934 as compared to a loss of US $2.9 million for the first six months of 2010. Net cash at the end of the period was $855,235. The Company's net assets increased slightly from US $29.2 million at 31 December 2010 to US $29.6 million at 30 June 2011, the increase being primarily as a result of foreign currency adjustments. The net asset value per share at 30 June 2011 was US 22 cents or UK 13.9 pence per share.
IP Licensing Programme
In April, Microsoft and SAP filed actions against DataTern in New York asserting generally that our '402 and '502 patents are invalid and not infringed. In response, DataTern retained a well respected law firm, McCarter & English LLP, to meet this challenge. In working with McCarter & English over the last few months DataTern has conducted a thorough review of its legal strategies and options. This work has served to confirm DataTern's continuing belief that its intellectual property is strong and the extent of infringement by third parties is broad. As a result of this work, DataTern has now taken concrete steps to combat the allegations by Microsoft and SAP and to bolster our patent rights. First, DataTern has filed a motion in New York to dismiss or at least stay these actions while DataTern continues litigations in Texas against users of the patented technology. Second, DataTern has filed an application with the U.S. Patent and Trademark Office (USPTO) to re-examine the '402 patent. Under this procedure, a patent may be maintained as is, expanded, reduced or even rendered invalid. DataTern's confidence in the validity of this patent justifies exposing it to re-examination to test and strengthen its validity. As we reported previously, the '502 patent successfully completed re-examination by the USPTO with all 18 original claims intact and 26 new claims added. We look forward to working with McCarter & English as we seek fair and reasonable licensing agreements with the companies using this important technology.
Partner Companies
The market for financing of private emerging technology and med-tech companies remains extremely challenging. Provided our IP programme continues to make progress, Amphion's need for capital at the parent company level should remain relatively small. We anticipate needing to provide continuing support to several of our Partner Companies in the period ahead and we will continuously re-evaluate the need for external funding for Amphion in the light of progress at DataTern. At the level of each Partner Company, we continue to devote considerable time and effort to the generation of financial and operating support through strategic partnerships of various kinds and through the monetisation of the intellectual property which, for example, is underway and making good progress at Axcess. Our Partner Companies continue to generate valuable new intellectual property, as evidenced by the patents recently issued to both FireStar and m2m.
Kromek continues to make progress in its core programmes and has recently received additional orders for its GR1 instrument which is being used in Japan for the decommissioning of the Fukushima nuclear power plant. There appear to be a number of additional opportunities for the sale of this product and derivative products in Japan, in the wake of the earthquake and subsequent tsunami. Motif BioSciences has made good progress towards the consummation of an important and exciting partnership with one of the leading Indian pharmaceutical services companies. The combination of Motif's leading team of drug discovery experts and the capabilities of the new partner represents an integrated capability to take Motif's proprietary projects from concept to the development of a Pre-Clinical Candidate, expected to be completed in less than two years. Axcess is continuing to make progress on the enforcement of its intellectual property rights and is pursuing licensing opportunities which promise to provide the IP differentiation and the financial resources to allow the company to rebuild its operations and develop its market position with its leading partners. FireStar continues to advance its proprietary messaging technology in collaboration with the Object Management Group and to make progress towards key milestones in its programme with the Social Security Administration and others. In due course we anticipate FireStar also standing to benefit from its sharing agreement with Amphion in the future DataTern licensing revenue stream. We continue to work with PrivateMarkets, m2m and WellGen to develop new plans that will allow these companies to get back on the road to recovery and make progress towards raising additional capital from third party investors or partners.
Outlook
We continue to have confidence in both the strength of the IP programme and the basic technology and market opportunities for each of our Partner Companies and we are working hard to preserve and extract as much value as possible from each one. The Board expects to see a significant increase in DataTern activity in the months ahead which, if our basic assumptions on the quality and strength of our IP prove correct, should lead to a significant increase in revenue and cash flow over the next fifteen months. While the short term results of these new activities are difficult to predict with any accuracy and we will have to continue to manage the business very cautiously in the short term, we are optimistic they will lead to good outcomes over time. Improved performance by DataTern should in turn lead to an improvement in Amphion's results in due course, with a positive impact on Amphion's financial condition and its ability to fund and grow its Partner Companies. While it is too early to be able to say that the worst is behind us, we are encouraged by recent developments and optimistic about Amphion's future prospects for 2011 and beyond.
Amphion Innovations plc | |||||||||||||
Condensed consolidated statement of comprehensive income | |||||||||||||
For the six months ended 30 June 2011 | |||||||||||||
Unaudited | |||||||||||||
Notes | Six months | Six months | |||||||||||
ended | ended | Year ended | |||||||||||
30 June 2011 | 30 June 2010 | 31 December 2010 | |||||||||||
Continuing operations | US$ | US$ | US$ | ||||||||||
Revenue | 3 | 2,598,648 | 1,630,942 | 4,090,071 | |||||||||
Cost of sales | 3 | (865,000) | (286,450) | (1,012,581) | |||||||||
Gross profit | 1,733,648 | 1,344,492 | 3,077,490 | ||||||||||
Administrative expenses | (1,863,872) | (2,421,973) | (4,991,491) | ||||||||||
Operating loss | (130,224) | (1,077,481) | (1,914,001) | ||||||||||
Fair value gains (losses) on investments | 7 | 374,849 | (1,535,011) | (24,715,925) | |||||||||
Interest income | 396,556 | 271,419 | 564,638 | ||||||||||
Other gains and losses | (24,864) | (79,688) | (103,416) | ||||||||||
Finance costs | (345,914) | (320,211) | (649,205) | ||||||||||
Profit (loss) before tax | 270,403 | (2,740,972) | (26,817,909) | ||||||||||
Tax on profit | 5 | (72,469) | (150,000) | (37,570) | |||||||||
Profit (loss) for the period | 197,934 | (2,890,972) | (26,855,479) | ||||||||||
Other comprehensive income | |||||||||||||
Exchange differences arising on translation | |||||||||||||
of foreign operations | (8,029) | (6,361) | (3,035) | ||||||||||
Other comprehensive loss for the period | (8,029) | (6,361) | (3,035) | ||||||||||
Total comprehensive income (loss) for the period | 189,905 | (2,897,333) | (26,858,514) | ||||||||||
Earnings per share | 6 | ||||||||||||
Basic | US | $ 0.00 | US | $(0.02) | US | $(0.20) | |||||||
Diluted | US | $ 0.00 | US | $(0.02) | US | $(0.16) | |||||||
Amphion Innovations plc | |||||||
Condensed consolidated statement of financial position | |||||||
At 30 June 2011 | |||||||
Unaudited | Audited | ||||||
Notes | 30 June 2011 | 31 December 2010 | |||||
US$ | US$ | ||||||
Non-current assets | |||||||
Intangible assets | 1,008,541 | 1,095,372 | |||||
Property, plant and equipment | 12,013 | 14,427 | |||||
Security deposit | 70,735 | 70,735 | |||||
Investments | 7 | 39,910,226 | 39,123,683 | ||||
41,001,515 | 40,304,217 | ||||||
Current assets | |||||||
Prepaid expenses and other receivables | 2,835,359 | 1,924,412 | |||||
Cash and cash equivalents | 855,235 | 605,127 | |||||
3,690,594 | 2,529,539 | ||||||
Total assets | 44,692,109 | 42,833,756 | |||||
Current liabilities | |||||||
Trade and other payables | 4,092,676 | 4,207,393 | |||||
Non-current liabilities | |||||||
Convertible promissory notes | 8 | 8,968,555 | 8,968,555 | ||||
Notes payable | 9 | 2,000,000 | 500,000 | ||||
10,968,555 | 9,468,555 | ||||||
Total liabilities | 15,061,231 | 13,675,948 | |||||
Net assets | 29,630,878 | 29,157,808 | |||||
Equity | |||||||
Share capital | 10 | 2,476,890 | 2,476,890 | ||||
Share premium account | 38,330,766 | 38,047,601 | |||||
Translation reserve | (25,021) | (16,992) | |||||
Retained earnings | (11,151,757) | (11,349,691) | |||||
Total equity | 29,630,878 | 29,157,808 | |||||
Amphion Innovations plc | ||||||||||||||
Condensed consolidated statement of changes in equity | ||||||||||||||
For the six months ended 30 June 2011 | ||||||||||||||
Unaudited | ||||||||||||||
Foreign | ||||||||||||||
Share | currency | |||||||||||||
Share | premium | translation | Retained | |||||||||||
Notes | capital | account | reserve | earnings | Total | |||||||||
US$ | US$ | US$ | US$ | US$ | ||||||||||
Balance at 1 January 2010 | 2,457,657 | 37,403,821 | (13,957) | 15,505,788 | 55,353,309 | |||||||||
Loss for the period | - | - | - | (2,890,972) | (2,890,972) | |||||||||
Exchange differences arising on | ||||||||||||||
translation of foreign operations | - | - | (6,361) | - | (6,361) | |||||||||
Total comprehensive loss for the period | - | - | (6,361) | (2,890,972) | (2,897,333) | |||||||||
Issue of share capital | 10 | 5,178 | 76,617 | - | - | 81,795 | ||||||||
Recognition of share-based payments | 11 | - | 386,538 | - | - | 386,538 | ||||||||
Balance at 30 June 2010 | 2,462,835 | 37,866,976 | (20,318) | 12,614,816 | 52,924,309 | |||||||||
Balance at 1 January 2011 | 2,476,890 | 38,047,601 | (16,992) | (11,349,691) | 29,157,808 | |||||||||
Income for the period | - | - | - | 197,934 | 197,934 | |||||||||
Exchange differences arising on | ||||||||||||||
translation of foreign operations | - | - | (8,029) | - | (8,029) | |||||||||
Total comprehensive income for the period | - | - | (8,029) | 197,934 | 189,905 | |||||||||
Recognition of share-based payments | 11 | - | 283,165 | - | - | 283,165 | ||||||||
Balance at 30 June 2011 | 2,476,890 | 38,330,766 | (25,021) | (11,151,757) | 29,630,878 |
Amphion Innovations plc | |||||
Condensed consolidated statement of cash flows | |||||
For the six months ended 30 June 2011 | |||||
Unaudited | |||||
Six months | Six months | ||||
ended | ended | Year ended | |||
30 June 2011 | 30 June 2010 | 31 December 2010 | |||
US$ | US$ | US $ | |||
Operating activities | |||||
Operating loss | (130,224) | (1,077,481) | (1,914,001) | ||
Adjustments for: | |||||
Depreciation of property, plant and equipment | 2,587 | 4,846 | 8,888 | ||
Amortisation of intangible assets | 86,831 | 86,831 | 173,662 | ||
Recognition of share based payments | 283,165 | 468,333 | 663,013 | ||
Increase in prepaid & other receivables | (910,947) | (602,169) | (222,498) | ||
Decrease in trade & other payables | (114,720) | (1,934,094) | (183,531) | ||
Interest expense | (345,914) | (320,211) | (649,205) | ||
Other gains & losses | (22,425) | ||||
Income tax | (72,469) | (150,000) | (37,570) | ||
Net cash used in operating activities | (1,201,691) | (3,523,945) | (2,183,667) | ||
Investing activities | |||||
Interest received | 396,556 | 271,419 | 564,638 | ||
Purchases of investments | (411,691) | (1,243,515) | (2,900,613) | ||
Purchases of equipment | - | (7,813) | (7,874) | ||
Net cash used in investing activities | (15,135) | (979,909) | (2,343,849) | ||
Financing activities | |||||
Proceeds on issue of convertible promissory notes | - | - | 1,450,265 | ||
Proceeds on issue of promissory notes | 1,500,000 | 1,450,265 | 500,000 | ||
Net cash from financing activities | 1,500,000 | 1,450,265 | 1,950,265 | ||
Net increase/(decrease) in cash and cash equivalents | 283,174 | (3,053,589) | (2,577,251) | ||
Cash and cash equivalents at the beginning of the period | 605,127 | 3,266,221 | 3,266,221 | ||
Effect of foreign exchange rate changes | (33,066) | (85,757) | (83,843) | ||
Cash and cash equivalents at the end of the period | 855,235 | 126,875 | 605,127 |
1. General information
The condensed consolidated interim financial statements for the six months ended 30 June 2011 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 2010 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 and other receivables from Partner Companies. 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 2010 except for the impact of the adoption of the Standards and Interpretations described below.
Amendment to IRFIC 14: Prepayments of a Minimum Funding Requirement (effective for annual periods beginning on or after 1 January 2011)
Revised IAS 24: Related Party Disclosures (effective for annual periods beginning on or after 1 January 2011)
These standards do not have a material impact on the financial statements of the Group.
3. Revenue
An analysis of the Group's revenue is as follows:
Six months ended | Six months ended | Year ended | |||
30 June 2011 | 30 June 2010 | 31 December 2010 | |||
US $ | US$ | US$ | |||
Continuing operations | |||||
Advisory fees | 563,648 | 898,892 | 1,558,021 | ||
License fees | 2,035,000 | 732,050 | 2,532,050 | ||
2,598,648 | 1,630,942 | 4,090,071 |
In February 2008, DataTern, Inc., a wholly owned subsidiary of the Company, entered into an agreement with IP Navigation Group, LLC to provide strategic advisory services including licensing and enforcement of various patents held by DataTern, Inc. DataTern, Inc. and IP Navigation Group LLC agreed to terminate the advisory services agreement effective as of 31 October 2010. In August 2010, DataTern entered into an agreement with new lawyers and technical experts where they would receive 46% of the gross proceeds. In March 2011, the fee was reduced to 40%. During 2011, the new lawyers assisted in obtaining non-exclusive licenses of DataTern's key database patents to various companies totaling US $2,035,000. The lawyers received fees of US $865,000.
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.
In July 2011, DataTern, Inc. entered into an agreement with McCarter & English to represent them in their litigation with Microsoft Corporation and SAP AG and in certain other patent matters.
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 2011 | 30 June 2011 | 30 June 2011 | 30 June 2011 | 30 June 2011 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
REVENUE | |||||||||||
External advisory fees | 563,648 | - | - | - | 563,648 | ||||||
External license fees | - | - | 2,035,000 | - | 2,035,000 | ||||||
Inter-segment fees | 120,000 | - | - | (120,000) | - | ||||||
Total revenue | 683,648 | - | 2,035,000 | (120,000) | 2,598,648 | ||||||
Cost of sales | - | - | (865,000) | - | (865,000) | ||||||
Gross profit | 683,648 | - | 1,170,000 | (120,000) | 1,733,648 | ||||||
Administrative expenses | (420,722) | (727,468) | (835,682) | 120,000 | (1,863,872) | ||||||
Segment result | 262,926 | (727,468) | 334,318 | - | (130,224) | ||||||
Fair value gains on | |||||||||||
investments | - | 374,849 | - | - | 374,849 | ||||||
Interest income | 21,986 | 374,554 | 16 | - | 396,556 | ||||||
Other gains and losses | - | (24,864) | - | - | (24,864) | ||||||
Finance costs | - | (341,457) | (4,457) | - | (345,914) | ||||||
Profit (loss) before tax | 284,912 | (344,386) | 329,877 | - | 270,403 | ||||||
Income taxes | (4,545) | - | (67,924) | - | (72,469) | ||||||
Profit (loss) after tax | 280,367 | (344,386) | 261,953 | - | 197,934 |
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 2011 | 30 June 2011 | 30 June 2011 | 30 June 2011 | 30 June 2011 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
OTHER INFORMATION | |||||||||||
Segment assets | 3,599,426 | 42,438,794 | 1,390,700 | (2,736,811) | 44,692,109 | ||||||
Segment liabilities | 3,270,083 | 13,333,375 | 459,602 | (2,001,829) | 15,061,231 | ||||||
Depreciation | 2,596 | 1,443 | 807 | - | 4,846 | ||||||
Amortisation | - | - | 86,831 | - | 86,831 | ||||||
Recognition of share-based | |||||||||||
payments | - | 283,165 | - | - | 283,165 |
4. Segment information, (continued)
For management purposes for 30 June 2010, 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 2010 | 30 June 2010 | 30 June 2010 | 30 June 2010 | 30 June 2010 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
REVENUE | |||||||||||
External advisory fees | 898,892 | - | - | - | 898,892 | ||||||
External license fees | - | - | 732,050 | - | 732,050 | ||||||
Inter-segment fees | 120,000 | 39,565 | - | (159,565) | - | ||||||
Total revenue | 1,018,892 | 39,565 | 732,050 | (159,565) | 1,630,942 | ||||||
Cost of sales | - | - | (286,450) | - | (286,450) | ||||||
Gross profit | 1,018,892 | 39,565 | 445,600 | (159,565) | 1,344,492 | ||||||
Administrative expenses | (706,740) | (1,053,580) | (821,218) | 159,565 | (2,421,973) | ||||||
Segment result | 312,152 | (1,014,015) | (375,618) | - | (1,077,481) | ||||||
Fair value losses on | |||||||||||
investments | - | (1,535,011) | - | - | (1,535,011) | ||||||
Interest income | - | 271,379 | 40 | - | 271,419 | ||||||
Other gains and losses | - | (79,688) | - | - | (79,688) | ||||||
Finance costs | - | (320,211) | - | - | (320,211) | ||||||
Profit (loss) before tax | 312,152 | (2,677,546) | (375,578) | - | (2,740,972) | ||||||
Income taxes | (150,000) | - | - | - | (150,000) | ||||||
Profit (loss) after tax | 162,152 | (2,677,546) | (375,578) | - | (2,890,972) |
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 2010 | 30 June 2010 | 30 June 2010 | 30 June 2010 | 30 June 2010 | |||||||
US $ | US $ | US $ | US $ | US $ | |||||||
OTHER INFORMATION | |||||||||||
Segment assets | 2,237,781 | 64,434,932 | 1,273,578 | (3,596,597) | 64,349,694 | ||||||
Segment liabilities | 2,165,160 | 10,200,931 | 741,682 | (1,682,388) | 11,425,385 | ||||||
Capital additions | 2,835 | 1,738 | 3,240 | - | 7,813 | ||||||
Depreciation | 2,596 | 1,443 | 807 | - | 4,846 | ||||||
Amortisation | - | - | 86,831 | - | 86,831 | ||||||
Recognition of share-based | |||||||||||
payments | - | 486,333 | - | - | 486,333 |
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 2011 | 30 June 2010 | |||
US $ | US $ | |||
United States | 420,000 | 390,000 | ||
United Kingdom | 143,648 | 508,892 | ||
563,648 | 898,892 |
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 2011 | 30 June 2010 | |
US$ | US$ | |
United States | 2,035,000 | 725,000 |
Europe | - | 7,050 |
2,035,000 | 732,050 |
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 2011 | 30 June 2010 | 30 June 2011 | 30 June 2010 | ||||
US $ | US $ | US $ | US $ | ||||
United States | 30,071,593 | 48,377,095 | - | 6,075 | |||
United Kingdom | 14,620,516 | 15,972,599 | - | 1,738 | |||
44,692,109 | 64,349,694 | - | 7,813 |
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 $ | |
Profit before tax | 197,934 |
Tax at the Isle of Man income tax rate of 0% | - |
Effect of different tax rates of subsidiaries | |
operating in other jurisdictions | 72,469 |
Current tax | 72,469 |
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 2011 | 30 June 2010 | 31 December 2010 | ||||
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) | 197,934 | (2,890,972) | (26,855,479) | |||
Number of shares | ||||||
Six months | Six months | |||||
ended | ended | Year ended | ||||
30 June 2011 | 30 June 2010 | 31 December 2010 | ||||
Weighted average number of ordinary shares for | ||||||
the purposes of basic earnings per share | 133,498,743 | 132,449,212 | 132,797,826 | |||
Effect of dilutive potential ordinary shares: | ||||||
Share options | - | 419,579 | 102,243 | |||
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 | 165,488,843 | 164,858,891 | 164,890,169 |
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
30 June 2011 | 31 December 2010 | |||||||||||
Unrealised | Unrealised | |||||||||||
Fair Value | Cost | gain/(loss) | Fair Value | Cost | gain/(loss) | |||||||
US $ | US $ | US $ | US $ | US $ | US $ | |||||||
Public companies: | ||||||||||||
Axcess International, Inc. | 1,725,714 | 4,086,447 | (2,360,733) | 1,762,048 | 4,015,447 | (2,253,399) | ||||||
Private companies: | ||||||||||||
FireStar Software, Inc. | 2,912,111 | 4,714,283 | (1,802,172) | 2,912,111 | 4,714,283 | (1,802,172) | ||||||
Kromek | 14,402,945 | 3,433,760 | 10,969,185 | 13,718,138 | 3,274,915 | 10,443,223 | ||||||
Lab 21 Limited | 200,082 | 3,059,428 | (2,859,346) | - | - | - | ||||||
Motif BioSciences, Inc. | 12,224,822 | 11,861,987 | 362,835 | 12,201,521 | 11,832,887 | 368,634 | ||||||
m2m Imaging Corp. | 3,935,248 | 2,953,685 | 981,563 | 3,890,248 | 2,878,685 | 1,011,563 | ||||||
Myconostica Ltd. | - | - | - | 200,000 | 3,051,366 | (2,851,366) | ||||||
PrivateMarkets, Inc. | 3,419,884 | 4,799,433 | (1,379,549) | 3,350,197 | 4,729,746 | (1,379,549) | ||||||
WellGen, Inc. | 1,089,420 | 5,479,936 | (4,390,516) | 1,089,420 | 5,479,936 | (4,390,516) | ||||||
39,910,226 | 40,388,959 | (478,733) | 39,123,683 | 39,977,265 | (853,582) | |||||||
30 June 2011 | 31 December 2010 | |||||||||||
Unrealised | Unrealised | |||||||||||
Fair Value | Cost | gain/(loss) | Fair Value | Cost | gain/(loss) | |||||||
US $ | US $ | US $ | US $ | US $ | US $ | |||||||
Stocks | 22,407,059 | 23,442,122 | (1,035,063) | 21,829,504 | 23,275,215 | (1,445,711) | ||||||
Promissory notes | 16,566,187 | 13,321,379 | 3,244,808 | 16,321,400 | 13,076,592 | 3,244,808 | ||||||
Warrants & options | 936,980 | 3,625,458 | (2,688,478) | 972,779 | 3,625,458 | (2,652,679) | ||||||
39,910,226 | 40,388,959 | (478,733) | 39,123,683 | 39,977,265 | (853,582) |
7. Investments, (continued)
At 30 June 2011, Axcess International, Inc. has been valued based on its quoted bid price less a discount of 15% to reflect the illiquid nature of the shares (US $0.021 per share). FireStar Software, Inc. has been valued based on a discounted cash flow model of projected operating results (US $4.50 per share). Kromek Limited has been valued based on the value of the latest offering price from the most recently executed financing transaction which occurred in January 2010 (£7.20 per share). Lab 21 Limited has been valued based on the price of the most recently executed financing transaction (£30.00 per share). Motif BioSciences, Inc. has been valued based on a planned strategic partnership that is expected to be closed in 2011 (US $0.61 per share). m2m Imaging Corp. has been valued based on a discounted cash flow model of projected operating results (US $3.89 per share). PrivateMarkets, Inc. has been valued based on a discounted cash flow model of projected operating results (US $0.18 per share). WellGen, Inc. has been valued based on a discounted cash flow model of projected operating results (US $0.52 per share).
The valuations at 30 June 2011 remain unchanged from 31 December 2010 except for the updated quoted bid price for Axcess International Inc. and foreign exchange fluctuations.
A significant degree of judgment is required in establishing fair values for private investments which are dependent on non-market observable inputs. Significant uncertainty also exists in the assumptions that have been applied in relation to the planned strategic partnership and in the discounted cash flow valuation models as mentioned above. Accordingly, the valuation of all of these investments are subject to inherent uncertainty and therefore the amount realized on disposal may differ materially from the amount at which they are stated in the financial statements.
The Group's ownership percentages of the investments are as follows:
Fully-diluted | ||||
ownership | ||||
| Country of incorporation | % | ||
Axcess International, Inc. | United States of America | 12.62 | ||
FireStar Software, Inc. | United States of America | 14.59 | ||
Kromek | England & Wales | 15.30 | ||
Lab 21 Limited | England & Wales | 0.30 | ||
Motif BioSciences, Inc. | United States of America | 32.88 | ||
m2m Imaging Corp. | United States of America | 25.22 | ||
PrivateMarkets, Inc. | United States of America | 25.33 | ||
WellGen, Inc. | United States of America | 15.30 |
8. 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.
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.
8. Convertible promissory notes, (continued)
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.
9. Note payable
During 2011, a Director advanced the Company US $1,500,000 under two promissory notes. In April, the Director advanced US $500,000. The loan is repayable on 31 January 2012 and carries interest at 5% per annum. In June, the Director advanced US $1,000,000. The loan is repayable on 31 December 2012 and carries interest at 5% per annum. Should Amphion's licensing programme achieve gross revenues of US $10,000,000 during the term of the promissory note, the holder will receive interest of an additional 20% per annum, payable at maturity.
10. Share capital
30 June 2011 | |||||
£ | |||||
Authorised: | |||||
250,000,000 ordinary shares of 1p each | 2,500,000 | ||||
Number | £ | US$ | |||
Balance as at 31 December 2010 | 133,498,743 | 1,334,987 | 2,476,890 | ||
Issued and fully paid: | |||||
- | - | - | |||
Balance as at 30 June 2011 | 133,498,743 | 1,334,987 | 2,476,890 |
During the six months ended 30 June 2011, no changes occurred to the share capital of the Company.
11. 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 2011, no options were issued under the Plan.
11. Share based payments, (continued)
2011 | |||
Weighted | |||
average | |||
Number of | exercise | ||
share options | price (in £) | ||
Outstanding at beginning of period | 13,153,869 | 0.19 | |
Forfeited during the period | (650,000) | 0.16 | |
Outstanding at the end of the period | 12,503,869 | 0.19 | |
Exercisable at the end of the period | 10,703,883 | 0.20 |
Options are recorded at fair value on the date of grant using the Black-Scholes model. The Group recognized total costs of US $283,165 relating to equity-settled share-based payment transactions in 2011 which were expensed in the income statements during the period.
12. 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 2011, the net amount due from Motif is US $6,431.
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 2012 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 2011.
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 and can be terminated by one of the parties. The subsidiary's fee for the period ended 30 June 2011 was US $60,000. Amphion Innovations US Inc. also received US $69,426 as a fund raising fee for the period ended 30 June 2011. At 30 June 2010, US $50,000 of the advisory fee and US $69,426 of the fund raising fee remains payable by Kromek. At 30 June 2010, the Company has a US $158,844 balance payable to Kromek for the exercise of warrants.
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 2009.
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 2012 and shall automatically renew for successive one year periods. Amphion Innovations US Inc.'s fee for the period ended 30 June 2011 was US $120,000. At 30 June 2011, US $120,000 of the advisory fee remains payable by Motif.
12. Related party transactions, (continued)
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 is effective until 1 November 2011 and will renew on an annual basis until terminated by either party. Amphion Innovations US Inc.'s fee for the period ended 30 June 2011 was US $90,000. At 30 June 2011, US $540,000 of the advisory fee remains payable by m2m.
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 is effective until 20 June 2012 and will renew annually for subsequent 12-month periods until terminated by either party. The subsidiary's fee for the period ended 30 June 2011 was US $120,000. At 30 June 2011, US $480,000 of the advisory fee remains payable.
A subsidiary of the Company has entered into an agreement with PrivateMarkets, Inc. ("PrviateMarkets") 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 2011 was US $90,000. At 30 June 2011, US $680,000 remains payable from PrivateMarkets.
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 2011 is US $120,000.
The net amount payable by the Company at 30 June 2011 to Richard C.E. Morgan, a Director of the Company, is US $1,246,180. The amount payable includes a voluntary salary reduction of US $812,683, US $341,779 of which will be payable at the discretion of the Board at a later date.
In 2011, R. James Macaleer, a Director of the Company, advanced US $1,500,000 to the Company under two notes. The promissory note for US $500,000 is repayable on 31 January 2012 and carries interest at 5% per annum. The US $1,000,000 promissory note is repayable on 31 December 2012 and carries interest at 5% per annum. At Mr. Macaleer's option, should the IP assets of DataTern, Inc. be sold prior to maturity of the Note, the outstanding amount of the note and interest will be repaid within 30 days of the receipt of the proceeds from such sale. Should DataTern, Inc.'s licensing programme achieve gross revenues of US $10,000,000 during the term of the promissory note, Mr. Macaleer will receive interest of an additional 20% per annum, payable at maturity. At 30 June 2011, Mr. Macaleer advanced a total of US $2,100,000 to the Company. At 30 June 2011, US $42,834 was due to Mr. Macaleer for Director's fees.
At 30 June 2011, US $58,887 was due to Gerard Moufflet, a Director of the Company, for Director's fees and US $7,027 for expenses.
At 30 June 2011, US $3,909 was due to Anthony Henfrey, a Director of the Company, for expenses. Dr. Henfrey waived his entitlement to receive his Director's fees for 2011.
At 30 June 2011, US $23,535 was due to Richard Mansell-Jones, a retired Director of the Company, for Director's fees.
At 30 June 2011, US $287,884 and US $213,311 were due to Robert Bertoldi and Jerel Whittingham, Directors of the Company, respectively, 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. Related party transactions, (continued)
The Directors' direct ownership in the Partner Companies is as follows:
Fully diluted | ||
% owned by | ||
Investment company | directors | |
Axcess International, Inc. | 7.43 | |
FireStar Software, Inc. | 1.52 | |
Kromek | 1.29 | |
Lab 21 Limited | .00 | |
Motif BioSciences, Inc. | 4.05 | |
m2m Imaging Corp. | 1.46 | |
PrivateMarkets, Inc. | 2.74 | |
WellGen, Inc. | 4.62 |
13. Events after the balance sheet date
In July 2011, DataTern, Inc. entered into an agreement with McCarter and English to represent them in their litigation with Microsoft Corporation and SAP AG and in certain other patent matters. DataTern, Inc. has filed a motion in New York to dismiss or stay these actions while they continue litigations in Texas against users of the patented technology. DataTern has filed an application with the U.S. Patent and Trademark Office to reexamine the '402 patent. Under this procedure, a patent may be maintained as is, expanded, reduced or even rendered invalid.
In August and September 2011, R. James Macaleer, a Director of the Company, advanced the Company US $1,000,000 under a US $2,000,000 promissory note. The Company can call down the note in several tranches by giving Mr. Macaleer no fewer than 15 business days notice. The promissory note accrues interest at the rate of 5% per annum and is payable on 31 December 2012.
In July and August 2011, the Company made advances of US $138,000 under a promissory note from Axcess International, Inc.
In July through September 2011, the Company made advances of US $25,600 under a promissory note from Motif BioSciences, Inc.
In July and August 2011, the Company made advances of US $26,000 under a promissory note from PrivateMarkets, Inc.
In July through September 2011, the Company made advances of US $156,440 under a promissory note from m2m Imaging Corp.
In July through September 2011, the Company made advances of US $35,191 to WellGen, Inc.
Related Shares:
AMP.L