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Half Yearly Report

24 Sep 2013 07:00

RNS Number : 6965O
Amphion Innovations PLC
24 September 2013
 



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

Notes to the condensed consolidated financial statements (Unaudited)
 
For the six months ended 30 June 2013

 

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

 

Six months ended

Six months ended

Year ended

30 June 2013

30 June 2012

31 December 2012

US $

US $

US $

Isle of Man income tax

-

-

-

Tax on US subsidiary

57,050

56,000

1,461

Tax on UK subsidiary

-

-

Current tax

57,050

56,000

1,461

 

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.

 

 

 

 

 

 

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR KMGZLVFDGFZM
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