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Final Results

11 Jun 2012 07:00

RNS Number : 0471F
Amphion Innovations PLC
11 June 2012
 



Amphion Innovations plc

Preliminary Results for the year to 31 December 2011

 

Amphion Innovations plc and its subsidiaries (LSE: AMP) ("Amphion" or "the Group") today announces its preliminary results for the year ended 31 December 2011.

 

Highlights

·; Net Asset Value ("NAV") per Share was £0.13 as at 31 December 2011 (2010: £0.14). In dollars, NAV per Share was US $0.20 as at 31 December 2011 (2010: $0.22)

·; Despite the shortage of capital and the poor economic climate, most of the Partner Companies saw progress over the last 18 months

Ø Kromek raised £3.4 million and has been able to address the need for nuclearcontamination detectors in Japan by introducing four new products into their product lineup

Ø Motif has reached agreement in principle and is in final stage discussions to form keypartnerships with two leading Indian drug discovery and development companies

Ø FireStar advanced the development of its innovative messaging platform

Ø Axcess was issued a favorable Markman* ruling in its IP infringement lawsuit against Savi Technology, Inc.

·; Significant progress in DataTern's IP licensing programme

Ø McCarter & English added to defend cases in New York and assist with new cases against other infringers in Massachusetts

Ø DataTern's 402 patent was reissued after re-examination by the USPTO with all 20 original claims intact and 3 additional added

Ø In ongoing Texas cases 11 new licenses concluded in 2011 bringing the total to 38through December 2011

 

Richard C.E. Morgan, Amphion's Chief Executive Officer said:

"Although the general environment in 2011 proved every bit as challenging as expected, Amphion made progress on a number of fronts. After a thorough review of our IP licensing programme, with the help of several outside experts in the first half, we were pleased to add McCarter & English as our principal legal partner in July 2011. Under their guidance, the successful re-examination of the second of our two patents led to its reissuance early this year. Both the 402 and 502 patents have now completed the re-examination process and have been re-issued with added claims. Amphion and our partners are making substantial additional investments in the licensing programme and we continue to have confidence in the validity of the patents and wide scope of infringement in many industries. Our seven Partner Companies are again making slow but steady progress and we were particularly pleased when Axcess received a very good Markman ruling after two years of intense and expensive litigation, which has been partly funded with capital commitments tied directly to that litigation programme.

 

While the general economic headwinds are not expected to ease up soon, we continue to believe we can find ways to build and extract value from DataTern and our Partner Companies and this value creation should become more visible to our shareholders over the next twelve to eighteen months".

* A "Markman" hearing is a pretrial hearing in a U.S. District Court during which a judge examines evidence from all parties on the appropriate meanings of relevant key words used in a patent claim, when patent infringement is alleged. Holding a Markman hearing in patent infringement cases has been common practice since the case of Markman v. Westview Instruments, Inc. It was determined the language of a patent is a matter of law for a judge to decide, not a matter of fact for a jury to decide. Markman hearings are important, since the court determines patent infringement cases by the interpretation of claims.

 

For more information:

Amphion Innovations

Charlie Morgan +1 212 210 6224

 

Cardew Group

Tim Robertson +44 (0)20 7930 0777

 

Seymour Pierce Limited

Mark Percy/ Freddy Crossley +44 (0)20 7107 8000

 

 

Chairman and CEO's Statement

 

As expected, 2011 proved to be another challenging year for Amphion and our Partner Companies. Revenue for 2011 as a whole fell by 15% from US $4,090,071 to US $3,463,527. Administrative expenses were sharply lower during the year, partly due to a non-cash reversal of charges for option grants, resulting in an operating profit for the year of $584,455 compared to an operating loss of $1,914,001 in 2010. Operating cash flow was negative in 2011, as it was in 2010 and the business was financed by additional loans contributed by board members during the year in the amount of US $3 million.

 

For the third full year since the onset of the financial crisis in 2008, the environment for raising capital directly into our Partner Companies remained negative. Including contributions from Amphion, a total of US $5.9 million was raised directly by the seven companies, with most of this (US $5.3 million) being raised by Kromek. During the course of 2011, Amphion contributed US $1 million to the Partner Companies mainly in the form of various convertible loans.

 

Our reported Net Asset Value ("NAV") per Share was £0.13 (US $0.20) as at 31 December 2011 compared to £0.14 (US $0.22) at 31 December 2010. Many of the Partner Companies have been unable to raise new capital in an outside financing event for the better part of three years. As a result, last year the Board decided to use a different approach to valuation in the case of these companies. Amphion continues to follow the International Private Equity and Venture Capital Guidelines but in those instances where the length of time makes the application of the last round of financing inappropriate, the equity valuations are now based on management's estimate of value. In most cases, Amphion's individual holdings in the Partner Companies consist of both convertible debt and equity, which have been valued separately. Following the reduction in value of the equity holdings in many cases, the convertible debt comprised 44.4% of total investments at 31 December 2011 (41.7% at 31 December 2010). Despite the shortage of capital and the poor economic and financial environment, most of our Partner Companies have seen some progress in the last eighteen months. We believe that some recovery should be seen and that further progress will be made if and when the companies are able to get access to additional capital.

 

Amphion's holding of intellectual property assets continue to be valued at amortised cost, which is now about US $921,700. 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.

 

Intellectual Property Licensing Programme

In the second quarter of 2011 we undertook a thorough strategic review of Amphion's IP licensing programme. With the help of McCarter & English LLP ("McCarter"), our new legal partners, we engaged external economic and technical experts to review the strength of the programme and potential level of infringement. At about the same time, in April 2011, Microsoft and SAP filed for a declaratory judgment in New York. In addition to agreeing to support us in the pursuit of other infringers of our IP, McCarter agreed to defend us in these two suits. A key part of our new strategy was to seek a re-examination of the 402 patent and we filed for this with the United States Patent and Trademark Office ("USPTO") in the fall of 2011 with the expectation that the process might take six months or more. We were pleased that the USPTO allowed the re-issuance of 402 earlier than we had expected. The patent was reissued not only with all original 20 claims intact, but with 3 additional claims added. We now have had both our key patents re-examined by the USPTO and each has been re-issued with all original claims intact and new ones added. All patents issued by the USPTO enjoy presumption of validity and those that have been successfully re-examined rest on an even stronger foundation of validity.

 

In the fourth quarter of 2011, we filed new suits in Massachusetts against MicroStrategy and several of their customers who we believe infringe our IP. The suits in New York will go to a Markman hearing in late July 2012 and a court date has been set for 10 December 2012. In parallel with our work with McCarter in New York and Massachusetts, we have continued to prosecute the cases we filed in Texas in 2009 and 2010 against a number of companies we believe are infringing our technology. During the course of 2011 we concluded 11 settlements with some of those defendants and at the end of the year there were 14 defendants remaining in the three suits that were still active at that time. The settlements we reached in 2011 brought the total number concluded to 38 since the first agreement was signed in June 2008.

 

Our confidence in the fundamental strength of the ObjectSpark technology and IP remains strong and our capabilities in this area continue to improve. Like much of the IP underlying our Partner Companies, we believe the ObjectSpark patents are fundamental and important and that many companies managing complex data in an IT setting should require a license to the technology to continue to "practice the art". We believe that there remain a large number of additional potential licensees and that we should be able to generate a significant amount of additional revenue from this asset over the next few years. In due course, once Amphion has recovered its sunk costs, we will start sharing this revenue stream with FireStar Software, Inc. (where the technology and patents were originally developed), so FireStar should then benefit directly as well.

 

We continue to look for new ways to extract additional value from the ObjectSpark technology assets and to apply our knowledge and resources to other similar programmes that emanate either from our Partner Companies or elsewhere. A case in point is the suit filed by Axcess against Savi (a subsidiary of Lockheed Martin) in May 2010. In that case the programme remained inside our Partner Company but we were active in supporting both Axcess and its litigation programme, including assisting in the arrangement of litigation financing by third parties. The Axcess case against Savi recently went before the court for a Markman* ruling which was issued by the court in April and which we believe was a favorable outcome for the company. The case is due to be heard in front of a jury on 5 November 2012.

Extracting Value for Shareholders

Since flotation, our basic business model has been to start and build high potential companies based on innovative and proprietary, but basically proven, technology. Our ability to select good IP and to develop the IP portfolios in each of our Partner Companies is a critical success factor and is getting steadily stronger as we deepen our knowledge and experience in this area. This underpins Amphion's investment in each Partner Company at the outset and as it develops. However, our primary goal in every company is the development of successful business models and operating capabilities that can utilise the technology to provide innovative products and generate revenue and make profits. The bad economic climate demands continued attention to the evolution of these business models so they can be adapted to a different and generally harsher market environment.

 

While we cannot predict with any certainty whether, and if so how and when, the capital markets for emerging growth technology companies will revive, we have adjusted our model and our span of activities to the extent possible to continue to move forward in this difficult environment. Although the pace of advance remains frustratingly slow, most of our Partner Companies are making progress. Credit for their ability to adjust and advance must go to each of the teams who have dealt with such difficult circumstances with fortitude and adaptability.

 

Kromek raised £3.4 million (US $5.3 million) during the year. The nuclear contamination disaster in Japan has generated a need for new and more versatile gamma ray monitoring devices and Kromek has been able to address this need with its current range of product and is currently developing others. Our other six Partner Companies have each adapted in different ways and are evolving new strategies tailored to the new economic environment. In the case of Motif, the company has agreed in principle and is in final stage discussions to form key partnerships with two leading Indian drug discovery and development companies. FireStar has advanced the development of its innovative messaging platform and is in the process of putting into Open Source the product called MDMI which was developed for the Object Management Group and its corporate members. WellGen has recently announced the appointment of a new CEO who has been working closely with us to restart WellGen's programmes and get them moving forward again. 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.

 

Prospects for 2012 and Beyond

We remain cautious and believe that conditions will improve slowly as we move through 2012 and into 2013. Capital for early stage emerging technology companies remains very scarce, as it was in 2011 and the preceding two years. The return of a viable IPO market would be a welcome development but despite some very high profile listings by some social media companies, the broader IPO market remains subdued. This may continue for a while and we are increasingly focused on finding other paths to extract value for our shareholders. We believe there is significant inherent value to be developed and extracted from DataTern and our Partner Companies and we have a clear focus on generating and returning value to our shareholders from our current assets over the next eighteen months.

 

 

R. James Macaleer

Chairman

 

 

 

 

Richard C.E. Morgan

Chief Executive Officer

 

*A "Markman" hearing is a pretrial hearing in a U.S. District Court during which a judge examines evidence from all parties on the appropriate meanings of relevant key words used in a patent claim, when patent infringement is alleged. Holding a Markman hearing in patent infringement cases has been common practice since the case of Markman v. Westview Instruments, Inc. It was determined the language of a patent is a matter of law for a judge to decide, not a matter of fact for a jury to decide. Markman hearings are important, since the court determines patent infringement cases by the interpretation of claims.

Partner Company Summaries

 

Axcess International (OTCBB: AXSI) provides intelligent Wireless IDs for business encompassing local location identification, tracking, and control capabilities using its patented MicroWireless™ technology platform. MicroWireless, based on active RFID principles, forms the economic and technological sweet spot for automated, autonomously-powered low cost, miniature, wireless devices. Axcess has a portfolio of patents, of which 11 have issued to date and two are still in prosecution with the United States Patent and Trademark Office. In May 2010, Axcess filed a lawsuit in Dallas, Texas against Savi Technology, Inc., a wholly-owned subsidiary of Lockheed Martin Corporation, alleging infringement of U.S. Patent Nos. 6,294,953 entitled "High Sensitivity Demodulator For A Radio Tag And Method", and 7,271,727 entitled "Dual Frequency Radio Tag For A Radio Frequency Identification System". In April 2012, Axcess was issued the ruling in the Markman hearing with the trial set for 5 November 2013. In March 2012, Axcess entered into a credit agreement with RFID LLC. The credit facility totaled US $1.48 million and under circumstances related primarily to the intellectual property litigation activities, a total of US $10 million could be made available.

 

FireStar Software builds software that empowers application-to-application electronic message exchange between corporate and other entities. FireStar's EdgeNode messaging platform and MDMI data translation technologies empower companies to exchange electronic messages without detailed technical knowledge of other exchange members. They are the only solutions that provide a cost-point that is low enough to bring Small and Medium Businesses into comprehensive data exchanges. FireStar's products constitute the ability to bring comprehensive B2B capacity to industries that are currently dependent on fax, telephone, and paper mail. While these technologies can be applied to any vertical industry, FireStar is concentrating on the US Healthcare market where there are 1 million+ unaffiliated providers who require such comprehensive data exchange abilities. FireStar also has a net profit interest in the results of DataTern's IP licensing programme, which will run at approximately 36% once Amphion has recovered the cumulative expense in the programme. In addition, FireStar has an equity holding of 36% in PrivateMarkets.

 

Kromek is a multi-award winning company producing systems and sub-systems that are revolutionising digital x-ray and gamma radiation detection in four large and growing global markets: security, medical, industrial inspection, and defence. A pioneer of digital colour imaging for x-rays, Kromek combines ground-breaking materials innovation with advanced imaging. Kromek currently markets a range of products across multiple markets including: medical and pre-clinical CT, nuclear detection in defense and the civil nuclear market, and explosives detection within the aviation security market. Significant growth in the radiation detection market during 2011/2012 has enabled the company to introduce, and generate commercial sales for, four new products (in addition to sales of its established products: bottle scanner, GR1, ASICs and electronics): the RayMon10TM and RadPro50TM, two separate and distinct rugged handheld detector probes, linked to powerful handheld computers, for high-resolution and high-sensitivity isotope ID; the Food Inspector, a high performance monitor for detecting the presence of radioactive contaminants in solid foods and liquids; and the WallRover Radbot, a radiation detector carrying radio-controlled vehicle that delivers high resolution nuclide identification in hard-to-reach and high-risk environments. Currently, Kromek is planning a major product launch in the nuclear radiation detection market. New product development has seen a substantial number of new patents filed/granted, increasing the company's IP portfolio. Kromek has also entered into a number of new technology partnerships /distributor agreements.

 

Motif BioSciences is applying the expertise of a world class team of experienced drug discovery scientists in medicinal chemistry, biology, and other disciplines to develop best-in-class small molecule compounds that can be partnered out to pharmaceutical companies for further development. Motif's early projects are in therapeutic areas of major unmet medical need including rheumatoid arthritis, MRSA, over active bladder, and migraine. In each case Motif is building on first-in-class lead compounds and mechanisms which have already established proof of concept in man, significantly increasing the probability of success of the company's proprietary best-in-class compounds. Motif will be collaborating with leading partners in India who have endorsed the scientific validity of the company's research programme and provided attractive risk sharing arrangements to conduct the early discovery phase of the programme.

 

m2m Imaging is a leading developer of preclinical and clinical imaging system accessories. With a product portfolio that spans from 0.2T to 21T, and from 2mm to 30cm, m2m specialises in custom developments to specific research requirements. Surface coils, volume coils, arrays, and our multi element Hi B1 field uniformity BioSAW coils are all available either as standalone coils or integrated into a hi throughput "AHS" platforms with anesthesia, nosecones, and stereotactic fixation. m2m builds coil and coil systems for all manufacturers platforms, horizontal and vertical bore, all nuclei, all applications, and has over 4000 products in use in major University and Pharmaceutical labs around the world.

 

PrivateMarkets is at the leading edge of emerging demand for new financial marketplaces that address unique transaction requirements by using social networking approaches to create trading solutions that are compatible with the new regulatory environment. The company's focus is on the growing need for solutions in the energy markets, post-reform financial derivatives, and in many physical commodity markets. Each of these is a growing multi-billion dollar market that represents significant opportunity. Transactions in these markets need the efficient access to liquidity that PrivateMarkets will provide. PrivateMarkets provides innovative Internet-based marketplaces that link together networks of potential buyers and sellers who need to conduct customized transactions. The technology enables customers to create their own private "mini-markets" where others they invite can vie competitively for their business. PrivateMarkets replaces individual, undocumented, one-on-one voice or IM communications between trading counterparties with a hosted, easy-to-use service that facilitates closing a transaction and is accessible from any user's desktop or mobile device. 

WellGen is at the crossroads of food and pharmaceuticals, developing natural products with medicinal properties, backed by rigorous scientific research. WellGen's products are in development for applications in the management of chronic inflammation-based disease, consumer products, and pet products. Each of these opportunities represents a multi-billion dollar market. Building on the extensive foundation of R&D on the company's lead products, discussions are in progress with potential partners in the areas of pet care and consumer beverages. Pets suffer from many of the same inflammation-based conditions that affect their owners. WellGen products are currently being screened by a major pet care company to evaluate efficacy for these applications. Our clinical trial results demonstrate that WG0401 enhances muscle recovery after exercise. Sports beverages are a natural fit for this product. WellGen is in discussion with a beverage company to develop a sports beverage based on WG0401. Additional clinical trials are planned in the area of inflammation-based disease management. In May 2012, after serving on the Board of Directors for over 3 years, Dr. Laura Philips joined WellGen as CEO. She brings a breadth of experience in biotech, strategy, management, and technology to the role.

Amphion Innovations plc

Consolidated statement of comprehensive income

For the year ended 31 December 2011

Notes

Year ended

Year ended

31 December 2011

31 December 2010

Continuing operations

 US $

 US $

Revenue

4

3,463,527

4,090,071

Cost of sales

(959,444)

(1,012,581)

Gross profit

2,504,083

3,077,490

Administrative expenses

(1,919,628)

(4,991,491)

Operating profit/(loss)

584,455

(1,914,001)

Fair value losses on investments

15

(1,672,362)

(24,715,925)

Interest income

8

800,000

564,638

Other gains and losses

(36,290)

(103,416)

Finance costs

9

(747,612)

(649,205)

Loss before tax

6

(1,071,809)

(26,817,909)

Tax on profit/(loss)

10

4,695

(37,570)

Loss for the year

(1,067,114)

(26,855,479)

Other comprehensive income

Exchange differences arising on translation

of foreign operations

489

(3,035)

Other comprehensive income/(loss) for the year

489

(3,035)

Total comprehensive loss for the year

(1,066,625)

(26,858,514)

The Directors consider that all results derive from continuing activities.

Loss per share

11

Basic

US

 $ (0.01)

US

 $ (0.20)

Diluted

US

 $ (0.01)

US

 $ (0.16)

 

 

Amphion Innovations plc

Company statement of comprehensive income

For the year ended 31 December 2011

Year ended

Year ended

Notes

31 December 2011

31 December 2010

US $

US $

Continuing operations

Administrative expenses

833,960

(1,626,110)

Operating profit/(loss)

833,960

(1,626,110)

Fair value losses on investments

15

(1,743,050)

(24,915,787)

Interest income

8

755,488

564,594

Other gains and losses

(37,484)

(138,011)

Finance costs

9

(743,155)

(646,369)

Loss before tax

6

(934,241)

(26,761,683)

Tax on profit

10

-

-

Loss for the year

(934,241)

(26,761,683)

Other comprehensive income for the year

-

-

Total comprehensive loss for the year

(934,241)

(26,761,683)

The Directors consider that all results derive from continuing activities.

 

 

 

 

 

 

 

 

 

 

 

Amphion Innovations plc

Consolidated statement of financial position

At 31 December 2011

(restated) *

Notes

31 December 2011

31 December 2010

US $

US $

Non-current assets

Intangible assets

12

921,710

1,095,372

Property, plant, and equipment

13

9,324

14,427

Security deposit

70,735

70,735

Investments

15

38,493,895

39,123,683

39,495,664

40,304,217

Current assets

Prepaid expenses and other receivables

16

3,764,290

1,924,412

Cash and cash equivalents

114,014

605,127

3,878,304

2,529,539

Total assets

43,373,968

42,833,756

Current liabilities

Trade and other payables

16, 17

4,297,254

4,207,393

Current portion of notes payable

18

1,500,000

-

5,797,254

4,207,393

Non-current liabilities

Convertible promissory notes

18

8,990,567

8,968,555

Notes payable

18

2,000,000

500,000

10,990,567

9,468,555

Total liabilities

16,787,821

13,675,948

Net assets

26,586,147

29,157,808

Equity

Share capital

19

2,498,749

2,476,890

Share premium account

35,652,903

35,613,794

Translation reserve

(16,503)

(16,992)

Retained earnings

(11,549,002)

(8,915,884)

Total equity

26,586,147

29,157,808

* See note 21.

The financial statements were approved by the Board of Directors and authorised for issue on

8 June 2011. They were signed on its behalf by:

Director

Director

R. James Macaleer

Robert J. Bertoldi

 

Amphion Innovations plc

Company statement of financial position

At 31 December 2011

(restated) *

Notes

31 December 2011

31 December 2010

 US$

 US$

Non-current assets

Security deposit

70,735

70,735

Investments

15

36,637,158

37,337,634

Investment in subsidiaries

14

720,518

720,518

37,428,411

38,128,887

Current assets

Prepaid expenses and other receivables

16

3,039,885

1,793,186

Cash and cash equivalents

7,197

77,059

3,047,082

1,870,245

Total assets

40,475,493

39,999,132

Current liabilities

Trade and other payables

16, 17

1,706,103

1,812,477

Current portion of notes payable

18

1,500,000

-

3,206,103

1,812,477

Non-current liabilities

Convertible promissory notes

18

8,990,567

8,968,555

Notes payable

18

2,000,000

500,000

10,990,567

9,468,555

Total liabilities

14,196,670

11,281,032

Net assets

26,278,823

28,718,100

Equity

Share capital

19

2,498,749

2,476,890

Share premium account

35,652,903

35,613,794

Retained earnings

(11,872,829)

(9,372,584)

Total equity

26,278,823

28,718,100

* See note 21.

The financial statements were approved by the Board of Directors and authorised

for issue on 8 June 2011. They were signed on its behalf by:

Director

Director

R. James Macaleer

Robert J. Bertoldi

 

Amphion Innovations plc

Consolidated statement of changes in equity

For the year ended 31 December 2011

(restated) *

Share

(restated) *

Share

premium

Translation

Retained

Notes

capital

account

reserve

earnings

Total

US $

US $

US $

US $

US $

Balance at 31 December 2009

2,457,657

35,393,288

(13,957)

17,516,321

55,353,309

Loss for the year

-

-

-

(26,855,479)

(26,855,479)

Other comprehensive loss for the year

-

-

(3,035)

-

(3,035)

Total comprehensive loss for the year

-

-

(3,035)

(26,855,479)

(26,858,514)

Issue of share capital

19

19,233

220,506

-

-

239,739

Recognition of share-based payments

21

-

-

-

423,274

423,274

Balance at 31 December 2010

2,476,890

35,613,794

(16,992)

(8,915,884)

29,157,808

Loss for the year

-

-

-

(1,067,114)

(1,067,114)

Other comprehensive income for the year

-

-

489

-

489

Total comprehensive loss for the year

-

-

489

(1,067,114)

(1,066,625)

Issue of share capital

19

21,859

39,109

-

-

60,968

Recognition of share-based payments

21

-

-

-

(1,566,004)

(1,566,004)

Balance at 31 December 2011

2,498,749

35,652,903

(16,503)

(11,549,002)

26,586,147

* See note 21.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amphion Innovations plc

Company statement of changes in equity

For the year ended 31 December 2011

(restated) *

Share

(restated) *

Share

premium

Retained

Notes

capital

account

earnings

Total

US $

US $

US $

US $

Balance at 31 December 2009

 2,457,657

 35,393,288

16,965,825

54,816,770

Loss for the year

-

-

(26,761,683)

 (26,761,683)

Total comprehensive loss for the year

-

-

 (26,761,683)

 (26,761,683)

Issue of share capital

19

19,233

220,506

-

239,739

Recognition of share-based payments

21

-

-

423,274

423,274

Balance at 31 December 2010

 2,476,890

 35,613,794

(9,372,584)

28,718,100

Loss for the year

-

-

(934,241)

(934,241)

Total comprehensive loss for the year

-

-

(934,241)

(934,241)

Issue of share capital

19

21,859

39,109

-

60,968

Recognition of share-based payments

21

-

-

(1,566,004)

(1,566,004)

Balance at 31 December 2011

 2,498,749

 35,652,903

(11,872,829)

26,278,823

* See note 21.

 

 

 

 

 

 

 

 

 

 

 

 

 

Amphion Innovations plc

Consolidated cash flow statement

For the year ended 31 December 2011

Year ended

Year ended

Notes

31 December 2011

31 December 2010

US $

US $

Operating activities

Operating income/(loss)

584,455

(1,914,001)

Adjustments for:

Depreciation of property, plant, and equipment

13

5,157

8,888

Amortisation of intangible assets

12

173,662

173,662

Recognition of share-based payments

(1,505,036)

663,013

Increase in prepaid & other receivables

(1,839,878)

(222,498)

Increase/(decrease) in trade & other payables

89,861

(183,531)

Interest expense

(747,612)

(649,205)

Other gains & losses

1,194

(22,425)

Income tax

4,695

(37,570)

Net cash used in operating activities

(3,233,502)

(2,183,667)

Investing activities

Interest received

800,000

564,638

Purchases of investments

(1,042,574)

(2,900,613)

Purchases of equipment

13

-

(7,874)

Adjustment to note payable for foreign exchange rate

22,012

-

Net cash used in investing activities

(220,562)

(2,343,849)

Financing activities

Proceeds on issue of promissory notes

3,000,000

500,000

Proceeds on issue of convertible promissory notes

-

1,450,265

Net cash from financing activities

3,000,000

1,950,265

Net decrease in cash and cash equivalents

(454,064)

(2,577,251)

Cash and cash equivalents at the beginning of the year

605,127

3,266,221

Effect of foreign exchange rate changes

(37,049)

(83,843)

Cash and cash equivalents at the end of the year

114,014

605,127

 

 

 

 

 

 

Amphion Innovations plc

Company cash flow statement

For the year ended 31 December 2011

Year ended

Year ended

Notes

31 December 2011

31 December 2010

Operating activities

 US $

 US $

Operating loss

833,960

(1,626,110)

Adjustments for:

Recognition of share-based payments

(1,505,036)

663,013

(Increase)/decrease in prepaid & other receivables

(1,246,699)

178,506

Decrease in trade & other payables

(106,374)

(266,002)

Interest expense

(743,155)

(646,369)

Other gains and losses

-

(57,020)

Net cash used in operating activities

(2,767,304)

(1,753,982)

Investing activities

Interest received

755,488

564,594

Purchases of investments

(1,042,574)

(2,013,906)

Adjustment to note payable for foreign exchange rate

22,012

-

Net cash used in investing activities

(265,074)

(1,449,312)

Financing activities

Proceeds on issue of promissory notes

3,000,000

500,000

Proceeds on issue of convertible promissory notes

-

1,450,265

Net cash from financing activities

3,000,000

1,950,265

Net decrease in cash and cash equivalents

(32,378)

(1,253,029)

Cash and cash equivalents at the beginning of the year

77,059

1,411,079

Effect of foreign exchange rate changes

(37,484)

(80,991)

Cash and cash equivalents at the end of the year

7,197

77,059

 

 

 

 

 

 

 

 

 

Amphion Innovations plc
Notes to the consolidated financial statements
 
For the year ended 31 December 20111. General information

 

Amphion Innovations plc (the "Company") is a public limited company incorporated in the Isle of Man under the Companies Acts 1931 to 2004 on 7 June 2005 with registered number 113646C. The address of the registered office is Fort Anne, Douglas, Isle of Man, IM1 5PD. The principal place of business is 330 Madison Avenue, New York, NY, 10017, USA. The principal activity of the Company and its subsidiaries (the "Group") is to build shareholder value in high growth companies in the medical and technology sectors, by using a focused, hands-on company building approach, based on decades of experience in both the US and UK.

 

The consolidated financial statements include the accounts of Amphion Innovations plc and its four wholly owned subsidiaries, Amphion Innovations US Inc. and DataTern, Inc., which are incorporated in the United States, Amphion Innovations UK Ltd., which is incorporated in the United Kingdom, and MSA Holding Company which is incorporated in the Kingdom of Bahrain.

 

These financial statements are presented in US dollars because that is the currency of the primary economic environment in which the Company operates.

 

Going concern

 

The Group's business activities, together with factors likely to affect its future development, performance, and financial position and commentary on the Group's financial results, its cash flows and liquidity requirements are set out in the Chairman and CEO's Statement on pages 1-3 and elsewhere within the financial statements. In addition, note 16 to the financial statements includes the Group's objectives, policies, and processes for managing its capital, its financial risk management objectives, details of its financial instruments, and its exposures to liquidity risk and credit risk.

 

These financial statements have been prepared on the basis that the Group is a going concern. Although the Group is loss making and in a net current liabilities position, it is forecasting future positive cash flows.

 

However, certain conditions exist which indicate the existence of a material uncertainty. These conditions and the Director's considerations in respect of these matters are discussed below:

 

·; In prior years, the Group has been able to meet its obligations through fund raising (issue of shares and convertible promissory notes ("CPNs")), from revenue generated through the provision of advisory services to its Partner Companies, and from the revenue generated from the licensing of intellectual property. During 2011 and 2010 as a result of a lack of cash being generated from these activities the Group has had to reduce its financial support to its Partner Companies and extend the payment dates for its trade payables. The Group has also reduced its operating costs where possible, including salary and fee reductions for employees and directors, and has obtained financial support from various related parties, through the issue of CPNs and promissory notes and short-term loans (see Note 24 for further detail). The progress of many of the Partner Companies has, as a result of reduced financial support from the Group and current economic conditions been adversely impacted, resulting in a reduction in their valuations (see Note 15 for further detail). A number of the Partner Companies have also been unable to settle advisory fees owed to the Group or raise finance externally which would have resulted in a financing fee being generated for the Group. Relations with significant trade suppliers have also been strained during the year. Should the Group fail to generate sufficient cash to support its Partner Companies and to pay trade payables on a timely basis, the Group may see additional adverse effects on its Partner Companies and their valuations and in its relationship with its vendors. The Directors have prepared cash flow forecasts extending at least 12 months from the date of approval of these financial statements, which include certain key assumptions, about the ability of the Group to continue to generate revenue from the following: the licensing of intellectual property; Partner Company advisory fees and financing fees on fund raising activities; essential funds advanced through promissory note arrangements with one director on the Board (see Notes 23 and 24); and from continued financial support from Board members more generally (see Note 24) which is also considered essential for the Group to be able to continue to operate for the foreseeable future. The Directors are also of the view that other viable options to allow the Group to continue as a going concern includes the reduction in its financial support to Partner Companies in the short-term, although this may have an impact on the ability of the Partner Companies to develop their businesses and raise additional finance, which in turn may have an impact on the partner advisory fees and financing fees that the Group will receive; the reduction in its working capital requirements, although trade supplier relationships are already strained as mentioned above; or from the sale of its intellectual property.

 

1. General information, (continued)

 

·; One of the Group's wholly owned subsidiary companies, DataTern Inc., ("Datatern") is subject to lawsuits which were brought by Microsoft Corporation and SAP AG, and SAP America, Inc. in April 2011. The lawsuits claim that the DataTern patents are invalid and that Microsoft and SAP technologies do not infringe on the DataTern patents. The Group has strongly refuted these claims by Microsoft and SAP and continue to enforce these patents against other infringers. It is possible that these lawsuits may have a negative impact on the Group's ability to generate revenue from the licensing of DataTern's intellectual property in the future. However the Directors believe that they have the financial resources to vigorously defend these lawsuits and that they have developed strategies which will allow the Group to continue to successfully generate revenue from the licensing of DataTern's intellectual property.

 

These conditions indicate the existence of a material uncertainty which may cast significant doubt on the Group's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of business. These financial statements do not include any adjustments that would result from the going concern basis of preparation being inappropriate.

 

However, after making enquiries, and considering the uncertainties described above, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons they continue to adopt the going concern basis in preparing the annual report and financial statements.

 

2. Significant accounting policies

 

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") issued by the International Accounting Standards Board ("IASB"), interpretations issued by the International Financial Reporting Committee of the IASB and applicable legal and regulating requirements of Isle of Man law and the AIM rules of the London Stock Exchange.

 

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements.

 

Adoption of new and revised Standards

 

No new standards, interpretations, and amendments effective for the first time from 1 January 2011 have had a material effect on the Group's financial statements.

 

The following Adopted IFRSs have been issued but have not been applied in these financial statements. Their adoption is not expected to have a material effect of the financial statements unless otherwise indicated:

 

·; Amendments to IAS 1 'Presentation of Items of Other Comprehensive Income' (mandatory for year commencing on or after 1 July 2012).

·; IFRS 10 Consolidated Financial Statements and IAS 27 (2011) Separate Financial Statements (mandatory for year commencing on or after 1 January 2013).

·; IFRS 12 Disclosure of Interests in Other Entities (mandatory for year commencing on or after 1 January 2013).

·; IFRS 13 Fair Value Measurement (mandatory for year commencing on or after 1 January 2013).

·; IFRS 9 Financial Instruments (mandatory for year commencing on or after 1 January 2015).

 

The financial statements have been prepared on the historical cost basis, except for financial instruments classified as fair value through profit and loss. The principal accounting policies adopted are set out below.

 

Basis of consolidation

 

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Control is achieved where the Company has the power to govern the financial and operating policies of any entity so as to obtain benefits from its activities.

 

The results of subsidiaries acquired during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group.

 

All intra-group transactions, balances, income, and expenses are eliminated on consolidation.

 

2. Significant accounting policies, (continued)

 

Cash and cash equivalents

 

Cash and cash equivalents include balances with banks and demand deposits, which have maturities of less than three months.

 

Investments in subsidiaries

 

Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.

 

Financial instruments

 

The Group designates its assets and liabilities into the categories below in accordance with IAS 39 Financial instruments: Recognition and Measurement.

 

(i) Financial assets and liabilities designated at fair value through profit or loss at inception: These include equity, warrants, options, and convertible promissory notes held in Partner Companies. These are financial instruments that are not classified as held for trading but are managed, and their performance is evaluated on a fair value basis in accordance with the Group's documented investment strategy. These investments have been designated at fair value through profit or loss and accounted for in accordance with IAS 39 Financial Instruments: Recognition and Measurement, therefore IAS 28, Investments in Associates, has not been applied by the Group to the investments that it holds in associates.

 

·; Recognition

 

All regular way purchases and sales of financial instruments are recognised on the trade date, which is the date that the Group commits to purchase the asset. Regular way purchases or sales are purchases or sales of financial instruments that require delivery of assets within the period generally established by regulation or convention in the market place. Realised gains and losses on disposals of financial instruments are calculated using the first-in-first-out ("FIFO") method.

 

·; Initial measurement

 

Financial instruments categorised at fair value through profit or loss, are recognised initially at fair value, with transaction costs for such instruments being recognised directly in the Statement of Comprehensive Income.

 

·; Subsequent measurement

 

After initial measurement, the Group measures financial instruments which are classified at fair value through profit or loss at their fair values. Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. The fair value of financial instruments is based on their quoted market prices on a recognised exchange or sourced from a reputable broker/counterparty in the case of non-exchange traded instruments at the date of the Statement of Financial Position without any deduction for estimated future selling costs. Financial assets are priced at their current bid prices, while financial liabilities are priced at their current offer prices.

 

If a quoted market price is not available on a recognised stock exchange or from a reputable broker/counterparty, the fair value of the financial instruments may be estimated by the Directors using valuation techniques, including use of recent arm's length market transactions, reference to the current fair value of another instrument that is substantially the same, discounted cash flow techniques, option pricing models or any other valuation technique that provides a reliable estimate of prices obtained in actual market transactions.

 

Unlisted investments are valued at the Directors' estimate of their fair value in accordance with the requirements of IAS 39 and guidelines issued in August 2010 by the International Private Equity and Venture Capital Association ("IPEVCA"). In estimating fair value for an investment, the Directors will apply a methodology that is appropriate in light of the nature, facts, and circumstances of the investment and its materiality in the context of the total investment portfolio and will use reasonable assumptions and estimations. An appropriate methodology will incorporate available information about all factors that are likely to materially affect the fair value of the investment. Valuation methodologies include the use of discounted cash flows and consideration of prices relating to the original transaction, recent transactions in the same or similar instruments, and completed third party transactions in comparable instruments. Discounted cash flow models are based on projected cash flow or earnings of the Partner Companies and in many cases audited financial information is not available. The discount rate used is based on the risk free rate of the economic environment in which the Partner Companies operate adjusted for other factors such as liquidity, credit, and market risk (including consideration of the relative growth stage of the company). Where a fair value cannot be

 

 

2. Significant accounting policies, (continued)

 

Financial instruments, (continued)

 

estimated reliably, the investment is reported at the carrying value at the previous reporting date unless there is objective evidence that the investment has since been impaired. These methodologies are applied consistently from year to year, except where a change would result in a more accurate estimate of the fair value of the investment, which may be up or down.

 

·; De-recognition

 

The Group de-recognises a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for de-recognition in accordance with IAS 39. The Group de-recognises a financial liability when the obligation specified in the contract is discharged, cancelled, or expires.

 

Impairment of financial assets

 

Financial assets, other than those classified as at fair value through profit and loss, are assessed for indicators of impairment at each balance sheet date. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

 

Financial liabilities and equity

 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangement entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

 

Convertible promissory notes

 

Compound financial instruments are required by IAS 32 Financial Instruments: Presentation, to be separated into their liability and equity components upon initial recognition. To meet the definition of equity, the contract must be settled by a fixed amount of cash in exchange for a fixed amount of equity instruments. However, since the Company issued the convertible promissory notes ("CPNs") in a currency other than its functional currency, a fixed number of shares will be delivered in exchange for a variable amount of cash, therefore the definition of equity is not met. Consequently, the CPNs are classified wholly as liabilities at fair value through the statement of comprehensive income. The warrants that were issued with the CPNs have been accounted for as part of the same financial instrument as the CPNs in accordance with IAS 39: Financial instruments - Recognition and Measurement, since they were entered into at the same time and in contemplation of each other, they have the same counterparty, they relate to the same risk and are non-transferable.

 

Prepaid expenses and other receivables

 

Prepaid expenses and other receivables are stated at their amortised cost which approximates their fair value. Other receivables are reduced by appropriate allowances for estimated irrecoverable amounts and do not carry any interest.

 

Trade and other payables

 

Trade and other payables are not interest bearing and are stated at amortised cost which approximates their fair value.

 

2. Significant accounting policies, (continued)

 

Financial instruments, (continued)

 

Equity instruments

 

Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.

 

Share-based payments

 

The Group has applied the requirements of IFRS 2 Share-based Payments.

 

The Group issues equity-settled share-based payments to certain employees and consultants. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the shares that will eventually vest. The fair value of equity-settled share-based payments attributable to the issue of equity instruments is charged against equity.

 

Fair value is measured using the Black-Scholes pricing model. The expected life used in the model has been adjusted based on management's best estimate for effects of non-transferability, exercise restrictions, and behavioral considerations.

 

Capital risk management

 

The Group manages its capital to ensure that entities in the Group will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of cash and cash equivalents and equity attributable to equity holders of the parent, comprising issued capital, reserves, and retained earnings.

 

Revenue recognition

 

Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for, and services provided, in the normal course of business, net of VAT and other sales related taxes.

 

Revenue from license agreements is recognised in accordance with the substance of the agreement and when it is probable that the economic benefits associated with the transaction will flow to the Group and the amount of the revenue can be measured reliably.

 

Where assignment of rights for a fixed fee under a non-cancellable contract permits the licensee to exploit those rights freely and the licensor has no remaining obligations to perform, the revenue is recognised at the time of sale.

 

Where a license fee is contingent on the occurrence of a future event, the revenue is only recognised when it is probable that the fee will be received.

 

Cost of sales

 

Revenue related costs only include the direct fees paid for strategic advisory services for licensing and enforcing various patents.

 

Interest income

 

Interest income is recognised on an accruals basis.

 

Dividend income

 

Dividend income from investments is recognised when the shareholders' right to receive payment has been established.

 

Leasing

 

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

 

 

 

 

2. Significant accounting policies, (continued)

 

Foreign currencies

 

The individual financial statements of each group company are presented in the currency of the primary economic environment in which it operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group company are expressed in US dollars, which is the functional currency of the Company, and the presentation currency for the consolidated financial statements.

 

Transactions in currencies other than US dollars are recorded at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date. Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.

 

Gains and losses arising on retranslation are included in net profit or loss for the year, except for exchange differences arising on non-monetary assets and liabilities where the changes in fair value are recognised directly in equity.

 

On consolidation, the assets and liabilities of the Group's overseas operations are translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the period unless exchange rates fluctuate significantly in which case they are translated at the rate on the date of the transaction. Exchange differences arising, if any, are recognised in the statement of comprehensive income and are transferred to the Group's translation reserve.

 

Retirement benefit costs

 

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

 

Taxation

 

Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expenditure that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date.

Deferred taxation is the tax expected to be payable or recoverable on differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of taxable profit.

 

Deferred tax is calculated at the tax rates that are expected to apply to the period when the liability is settled or the asset realised.

 

Property, plant, and equipment

 

Property, plant, and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.

 

Depreciation is charged so as to write off the cost or valuation of assets over their estimated useful lives of 3-5 years, using the straight-line method.

 

Intangible assets

 

Intangible assets comprise patents and other intellectual property with finite useful lives and are measured initially at purchase cost and are amortised on a straight-line basis over their estimated useful lives of 5-10 years.

 

Impairment of tangible and intangible assets

 

At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. An intangible asset with an indefinite useful life is tested for impairment annually and an intangible asset which is amortised is tested for impairment only when there is an indication that the asset may be impaired.

 

3. Key sources of estimation uncertainty

 

The preparation of the Group's financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and contingencies at the date of the Group's financial statements, and revenue and expenses during the reporting period. Actual results could differ from those estimated. Significant estimates in the Group's financial statements include the amounts recorded for the fair value of the financial instruments and other receivables. By their nature, these estimates and assumptions are subject to an inherent measurement of uncertainty and the effect on the Group's financial statements of changes in estimates in future periods could be significant.

 

Investments that are fair valued through profit or loss, as detailed in note 15, are all considered to be 'Partner Companies'. Those 'Partner Companies' categorised as Level 3 are defined as investments in 'Private Companies'.

 

Fair value of financial instruments

 

As described in note 2, the Directors use their judgment in selecting an appropriate valuation technique for financial instruments not quoted in an active market ("Private Investments"). Valuation techniques commonly used by market practitioners are applied including discounted cash flow models. The estimation of fair value of these Private Investments includes a number of assumptions which are not supported by observable market inputs. The carrying amount of the Private Investments is US $36.5 million (2010: US $37.4 million) in the Group and US $34.6 million (2010: US $35.6 million) in the Company.

 

The Company and Group also have an investment in another Partner Company, Axcess International Inc. which is a Level 1 investment with a value of US $2.0 million (2010: US $1.8 million), however, the Company is experiencing liquidity issues and as a result a discount to the market price was used to value the Company.

 

Fair value of other receivables

 

As described in note 2, other receivables are stated at their amortised cost which approximates their fair value and are reduced by appropriate allowances for estimated irrecoverable amounts and do not carry any interest. Note 16 describes how the Group mitigates the counterparty credit risk associated with advisory fees due from Partner Companies including those that are past due at 31 December 2011. The recovery of the advisory fees due at 31 December 2011 of US $2.3 million (2010: US $ 1.4 million) is dependent on a number of uncertain factors including the ability of the Partner Companies to raise finances (through current investors and new financing rounds) in order to support their future growth plans and therefore generate enough cash to be able to settle any outstanding debts.

 

The valuation of the Private Investments and other receivables from Partner Companies at 31 December 2011 assumes that the Partner Companies continue to receive ongoing funding in accordance with their 2012/2013 forecasts. If this funding is not received, this would have an adverse impact on the valuation of the investments and the ability of the Partner Companies to settle their debts, which in turn would impact the valuation of other receivables.

 

4. Revenue

 

An analysis of the Group's and Company's revenue for the period is as follows:

 

Group

Company

Group

Company

Year ended

Year ended

Year ended

Year ended

31 December 2011

31 December 2011

31 December 2010

31 December 2010

US $

US $

US $

US $

Continuing operations

Advisory fees

1,043,527

-

1,558,021

-

License fees

2,420,000

-

2,532,050

-

Fee income

3,463,527

-

4,090,071

-

 

 

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 and were to receive forty-six percent of the gross proceeds. This was amended to forty percent in March 2011. During 2011, NHN assisted in obtaining non-exclusive licenses of DataTern's key database patents to various companies totaling US $2,420,000 (2010: US $1,400,000). They received advisory fees of US $959,444(2010: US $672,500). 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 31 December 2011, US $44,444 of the 2011 advisory fee is payable as part of the US $400,000 settlement agreement.

 

In July 2011, DataTern, Inc. entered into a fee agreement with McCarter & English LLP ("ME"). Under this agreement, ME will represent DataTern in the assertion of all patent infringement claims, except for claims in Texas. There were no license settlements in 2011 relating to the ME fee agreement and as a result no fees were paid to ME. In addition, ME was engaged to represent DataTern, Inc. in connection with the lawsuit filed by Microsoft Corporation and SAP AG and SAP America, Inc. in April 2011.

 

In September 2011, The Davis Firm, PC was engaged to represent DataTern, Inc. in the patent infringement cases in Texas.

 

As part of the agreement for DataTern, Inc. to purchase certain of the intangible assets in December 2007, a portion of future revenues from these patents will be retained by FireStar Software, Inc. No amounts have become payable to FireStar Software, Inc. to date.

5. Business and geographical segments

 

Business segments

 

The Group has adopted IFRS 8 Operating Segments with effect from 1 January 2009. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker in order to allocate resources to the segment and to assess its performance. In contrast, the predecessor Standard (IAS 14 Segment Reporting) required an entity to identify two sets of segments. There has been no change to the identification of the Group's reportable segments as a result of the adoption of IFRS 8.

 

For management purposes for 2011, the Group is organised into three business segments - advisory services, investing activities, and intellectual property. These business segments are the basis on which the Group reports its primary segment information.

 

Segment information about these businesses is presented below:

 

Advisory

Investing

Intellectual

services

activities

property

Eliminations

Consolidated

Year ended

Year ended

Year ended

Year ended

Year ended

31 December

31 December

31 December

31 December

31 December

2011

2011

2011

2011

2011

US $

US $

US $

US $

US $

REVENUE

External advisory fees

1,043,527

-

-

-

1,043,527

External license fees

-

-

2,420,000

-

2,420,000

Inter-segment fees

-

84,617

-

(84,617)

-

Total revenue

1,043,527

84,617

2,420,000

(84,617)

3,463,527

Cost of sales

-

-

(959,444)

-

(959,444)

Gross profit/(loss)

1,043,527

84,617

1,460,556

(84,617)

2,504,083

Administrative expenses

(1,098,927)

748,518

(1,653,836)

84,617

(1,919,628)

Segment result

(55,400)

833,135

(193,280)

-

584,455

Fair value losses on investments

-

(1,672,362)

-

-

(1,672,362)

Interest income

-

799,824

176

-

800,000

Other gains and losses

1,194

(37,484)

-

-

(36,290)

Finance costs

-

(743,155)

(4,457)

-

(747,612)

Loss before tax

(54,206)

(820,042)

(197,561)

-

(1,071,809)

Income taxes

(2,179)

(2,302)

9,176

-

4,695

Loss after tax

(56,385)

(822,344)

(188,385)

-

(1,067,114)

OTHER INFORMATION

Segment assets

4,195,717

41,244,817

1,130,501

(3,197,067)

43,373,968

Segment liabilities

4,087,981

14,526,648

649,741

(2,476,549)

16,787,821

Capital additions

-

-

-

-

-

Depreciation

2,223

1,140

1,794

-

5,157

Amortisation

-

-

173,662

173,662

Recognition of share-based

payments

-

(1,505,036)

-

-

(1,505,036)

 

5. Business and geographical segments, (continued)

 

Business segments (continued)

 

For management purposes for 2010, the Group was also organised into three business segments - advisory services, investing activities, and intellectual property.

 

 

Advisory

Investing

Intellectual

services

activities

property

Eliminations

Consolidated

Year ended

Year ended

Year ended

Year ended

Year ended

31 December

31 December

31 December

31 December

31 December

2010

2010

2010

2010

2010

US $

US $

US $

US $

US $

REVENUE

External advisory fees

1,558,021

-

-

-

1,558,021

External license fees

-

-

2,532,050

-

2,532,050

Inter-segment fees

240,000

107,422

-

(347,422)

-

Total revenue

1,798,021

107,422

2,532,050

(347,422)

4,090,071

Cost of sales

-

-

(1,012,581)

-

(1,012,581)

Gross profit/(loss)

1,798,021

107,422

1,519,469

(347,422)

3,077,490

Administrative expenses

(1,809,542)

(1,777,340)

(1,752,031)

347,422

(4,991,491)

Segment result

(11,521)

(1,669,918)

(232,562)

-

(1,914,001)

Fair value losses on investments

-

(24,715,925)

-

-

(24,715,925)

Interest income

-

564,594

44

-

564,638

Other gains and losses

-

(138,011)

34,595

-

(103,416)

Finance costs

-

(646,369)

(2,836)

-

(649,205)

Loss before tax

(11,521)

(26,605,629)

(200,759)

-

(26,817,909)

Income taxes

-

-

(37,570)

-

(37,570)

Loss after tax

(11,521)

(26,605,629)

(238,329)

-

(26,855,479)

OTHER INFORMATION

Segment assets

3,179,487

41,852,095

1,639,053

(3,836,879)

42,833,756

Segment liabilities

3,114,351

11,512,740

969,908

(1,921,051)

13,675,948

Capital additions

2,835

1,799

3,240

-

7,874

Depreciation

5,719

1,464

1,705

-

8,888

Amortisation

-

-

173,662

173,662

Recognition of share-based

payments

-

663,013

-

-

663,013

 

5. Business and geographical segments, (continued)

 

Geographical segments

 

The Group's operations are located in the United States and the United Kingdom.

 

The following table provides an analysis of the Group's external advisory fees by geographical location of the investment:

 

External advisory fees by

geographical location

2011

2010

US $

US $

United States

840,000

945,000

United Kingdom

203,527

613,021

 1,043,527

 1,558,021

 

The following table provides an analysis of the Group's external license fees by geographical location:

 

External license fees by

geographical location

2011

2010

US $

US $

United States

2,420,000

2,525,000

Europe

 -

7,050

2,420,000

2,532,050

 

The following is an analysis of the carrying amount of segment assets and capital additions analysed by the geographical area in which the assets are located:

 

Carrying amount

Additions to fixtures, fittings, and

of segment assets

equipment, and intangible assets

2011

2010

2011

2010

US $

US $

US $

US $

United States

 29,237,699

 28,880,966

-

6,075

United Kingdom

 14,136,269

 13,952,790

-

1,799

 43,373,968

 42,833,756

-

7,874

 

 

6. Loss before tax

 

Loss before tax has been arrived at after crediting/(charging) the following gains and losses:

 

Group

Company

Group

Company

Year ended

Year ended

Year ended

Year ended

31 December 2011

31 December 2011

31 December 2010

31 December 2010

US $

US $

US $

US $

Net foreign exchange losses

(36,290)

(37,484)

(80,991)

(80,991)

Change in fair value of financial assets designated as at fair value through profit or loss

(1,672,362)

(1,743,050)

(24,715,925)

(24,915,787)

Depreciation of equipment

5,157

-

8,888

-

Amortisation of intangible assets

173,662

-

173,662

-

Auditors' remuneration - audit services

133,342

46,611

178,969

71,972

Auditors' remuneration - taxation services

40,000

40,000

52,000

52,000

 

7. Staff costs

 

The average monthly number of employees (including Executive Directors) was:

 

2011

2010

Number

Number

Amphion Innovations plc, Amphion Innovations

US Inc., and DataTern, Inc. (some employees

and costs are shared)

6

7

Amphion Innovations UK Ltd.

1

1

Total for the Group

7

8

 

Group

Company

Group

Company

2011

2011

2010

2010

Their aggregate remuneration comprised:

US $

US $

US $

US $

Wages and salaries

1,548,235

385,328

2,147,052

694,905

Social security costs

71,446

5,173

72,387

4,908

Other pension costs (see note 22)

23,096

-

22,267

-

1,642,777

390,501

2,241,706

699,813

8. Interest income

 

 

Group

Company

Group

Company

Year ended

Year ended

Year ended

Year ended

31 December

31 December

31 December

31 December

2011

2011

2010

2010

US $

US $

US $

US $

Interest income:

Bank deposits

217

41

49

5

Investments

799,783

755,447

564,589

564,589

Other

-

-

-

-

800,000

755,488

564,638

564,594

 

 

9. Finance costs

 

Group

Company

Group

Company

Year ended

Year ended

Year ended

Year ended

31 December

31 December

31 December

31 December

2011

2011

2010

2010

US $

US $

US $

US $

Interest on promissory notes

747,612

743,155

649,205

646,369

 

 

10. Income tax expense

 

Group

Group

Year ended

Year ended

31 December 2011

31 December 2010

US $

US $

Isle of Man income tax

-

-

Tax on US subsidiaries

(6,997)

37,570

Tax on UK subsidiary

2,302

-

Current tax

(4,695)

37,570

From 6 April 2006, a standard rate of corporate tax of 0% applies to Isle of Man companies, with exceptions taxable at the 10% rate, namely licensed banks in respect of deposit-taking business, companies that profit from land and property in the Isle of Man, and companies that elect to pay tax at the 10% rate. No provision for Isle of Man taxation is therefore required (2009: US $nil). The Company is treated as a Partnership for U.S. federal and state income tax purposes and, accordingly, its income or loss is taxable directly to its partners.

 

The Company has four subsidiaries, two in the USA, one in the UK, and one in the Kingdom of Bahrain. The US subsidiaries, Amphion Innovations US Inc. and DataTern, Inc., are Corporations and therefore taxed directly. The US subsidiaries suffer US federal tax, state tax, and New York City tax on their taxable net income. The UK subsidiary, Amphion Innovations UK Ltd., is liable to UK Corporation tax at rates of up to 28% on its taxable profits and gains.

 

The Group charge for the year can be reconciled to the profit per the consolidated income statement as follows:

 

2011

2010

 US $

 US $

Loss before tax

(1,071,809)

(26,817,909)

Tax at the Isle of Man income tax rate of 0%

-

-

Effect of different tax rates of subsidiaries

operating in other jurisdictions

(4,695)

37,570

Current tax

(4,695)

37,570

 

 

11. Earnings per share

 

The calculation of the basic and diluted earnings per share attributable to the ordinary equity holders of the parent is based on the following data:

 

Earnings

Year ended

Year ended

31 December 2011

31 December 2010

US $

US $

Loss for the purposes of basic and diluted earnings per share

(1,067,114)

(26,855,479)

 

 

Number of shares

Year ended

Year ended

31 December 2011

31 December 2010

Weighted average number of ordinary shares for

the purposes of basic earnings per share

133,954,099

132,797,826

Effect of dilutive potential ordinary shares:

Share options

-

102,243

Convertible promissory notes

31,990,100

31,990,100

Weighted average number of ordinary shares for

the purposes of diluted earnings per share

165,944,199

164,890,169

 

Shareoptions that could potentially dilute basic earnings per share in the future have not been included in the calculation of diluted earnings per share because they are antidilutive.

 

 

12. Intangible assets

 

Patents, software,

trademark, and copyright

COST

US $

At 1 January 2010

1,610.489

Additions

-

At 31 January 2011

1,610,489

Additions

-

At 31 December 2011

1,610,489

AMORTISATION

At 1 January 2010

341,455

Charge for the period

173,662

At 1 January 2011

515,117

Charge for the period

173,662

At 31 December 2011

688,779

CARRYING AMOUNT

At 31 December 2011

921,710

At 31 December 2010

1,095,372

 

 

The intangible assets include certain intellectual property assets which were acquired on 20 December 2007 in a transaction between Amphion Innovations plc, DataTern, Inc. ("DataTern"), a wholly owned subsidiary of Amphion Innovations plc, and FireStar Software, Inc. ("FireStar"), a company in which Amphion Innovations plc holds an investment. The assets were purchased for the following consideration: discharge of debtor of US $415,000 and assumption by Amphion of certain third party payables totaling approximately US $1.8 million. In 2009, settlements were made with certain third parties which resulted in a decrease of US $793,861 in payables assumed by Amphion and as a result intangible assets acquired from FireStar were adjusted for the amount of the decrease. Under the terms of the purchase, FireStar retains an interest of 48.29% of any future distributions on the 502 Patent and 24.14% of any future distributions on the 402 and 077 Patents. No amounts were due to FireStar at the year end (2010: $nil).

 

13. Property, plant, and equipment

Group

Company

Property, plant,

Property, plant,

and equipment

and equipment

COST

US $

US $

At 1 January 2010

61,665

19,986

Additions

7,874

-

At 1 January 2011

69,539

19,986

Additions

-

-

At 31 December 2011

69,539

19,986

ACCUMULATED DEPRECIATION

At 1 January 2010

46,041

19,986

Charge for the period

8,888

-

Exchange difference

183

-

At 1 January 2011

55,112

19,986

Charge for the period

5,157

-

Exchange difference

(54)

-

At 31 December 2011

60,215

19,986

CARRYING AMOUNT

At 31 December 2011

9,324

-

At 31 December 2010

14,427

-

 

14. Investments in subsidiaries

 

Details of the Company's subsidiaries at 31 December 2011 and 2010 are as follows:

 

Place of

 

incorporation

Proportion of

Proportion of

Name of

(or registration)

ownership interest

voting power held

Share

subsidiary

and operation

2011

2010

2011

2010

Class

Principal activity

 

%

%

%

%

 

Consolidated

 

Amphion Innovations US Inc.

Delaware, USA

100

100

100

100

Common

Advisory services

 

Amphion Innovations UK Ltd.

England & Wales

100

100

100

100

Ordinary

Advisory services

 

DataTern, Inc.

Texas, USA

100

100

100

100

Common

Intellectual property

 

MSA Holding Company BSC

Kingdom of Bahrain

100

100

100

100

Ordinary

Investments

 

 

14. Investments in subsidiaries, (continued)

 

The investments in subsidiaries are all stated at cost less any provision for impairment where appropriate.

 

With effect from 1 July 2009, the Company's ownership in MSA Holding Company BSC ("MSA") increased from 50% to 100% and at this date MSA became a subsidiary of the Company. No goodwill arose on this acquisition.

 

 

15. Investments

 

At fair value through profit or loss

 

 

Group

Company

Level 1

Level 3

Total

Level 1

Level 3

Total

US$

US$

US$

US$

US$

US$

At 1 January 2011

1,762,048

37,361,635

39,123,683

1,762,048

35,575,586

37,337,634

Investments during the year

279,000

763,574

1,042,574

279,000

763,574

1,042,574

Fair value losses

(44,031)

(1,628,331)

(1,672,362)

(44,031)

(1,699,019)

(1,743,050)

At 31 December 2011

1,997,017

36,496,878

38,493,895

1,997,017

34,640,141

36,637,158

At 1 January 2010

2,589,613

58,349,382

60,938,995

2,589,613

56,454,902

59,044,515

Investments during the year

-

2,912,113

2,912,113

-

2,025,405

2,025,405

Disposals

(11,500)

(37,500)

(49,000)

(11,500)

(37,500)

(49,000)

Fair value gains / (losses)

(816,065)

(23,862,360)

(24,678,425)

(816,065)

(22,867,221)

(23,683,286)

At 31 December 2010

1,762,048

37,361,635

39,123,683

1,762,048

35,575,586

37,337,634

 

 

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. 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

 

As described in Note 2 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 31 December 2011 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 31 December 2011, management have considered the total exposure to each entity including equity, warrants, options, promissory notes and receivables.

 

15. Investments, (continued)

 

The Group's ownership percentages of the investments are as follows:

 

2011

2010

Fully-diluted

Fully-diluted

Country of incorporation

ownership %

ownership %

Axcess International, Inc.

United States of America

14.75

10.72

FireStar Software, Inc.

United States of America

14.38

14.59

Kromek (formerly Durham Scientific Crystals Ltd.)

England & Wales

14.82

15.29

Lab 21 Limited

England & Wales

0.18

-

Motif BioSciences, Inc.

United States of America

33.49

32.95

m2m Imaging Corporation

United States of America

25.88

25.08

Myconostica Ltd.

England & Wales

-

16.79

PrivateMarkets, Inc. (formerly Energy International Trading)

United States of America

22.61

25.33

WellGen, Inc.

United States of America

15.30

15.30

 

The ownership percentages do not include the potential conversion of convertible promissory notes issued by the Partner Companies.

 

16. Other financial assets and liabilities

 

The carrying amounts of the Group's financial assets and financial liabilities at the balance sheet date are as follows. The accounting policies described in note 2 explain how the various categories of financial instruments are measured.

 

Group

Company

2011

2010

2011

2010

Carrying

Fair

Carrying

Fair

Carrying

Fair

Carrying

Fair

amount

value

amount

value

amount

value

amount

value

US $

US $

US $

US $

US $

US $

US $

US $

Financial assets

Fair value through profit or loss

Fixed asset investments - designated

as such upon initial recognition

38,493,895

38,493,895

39,123,683

39,123,683

36,637,158

36,637,158

37,337,634

37,337,634

Currents assets

Loans and receivables

Security deposit

70,735

70,735

70,735

70,735

70,735

70,735

70,735

70,735

Prepaid expenses and other

receivables

3,764,290

3,764,290

1,924,412

1,924,412

3,039,885

3,039,885

1,793,186

1,793,186

Cash and cash equivalents

114,014

114,014

605,127

605,127

7,197

7,197

77,059

77,059

Financial liabilities

Amortised cost

Trade and other payables

4,297,254

4,297,254

4,207,393

4,207,393

1,706,103

1,706,103

1,812,477

1,812,477

 

The carrying value of cash and cash equivalents, the security deposit, prepaid expenses and other receivables, and trade and other payables, in the Directors' opinion, approximate to their fair value at 31 December 2011 and 2010.

 

 

 

 

16. Other financial assets and liabilities, (continued)

 

Credit risk

 

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing with creditworthy counterparties, as a means of mitigating the risk of financial loss from defaults.

 

The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The maximum exposure to credit risk for the financial asset investments designated at fair value through the profit and loss is represented by their carrying value.

 

The Group's exposure to counterparty credit risk also arises from balances owed from Partner Companies relating to fees charged for services provided by Amphion. Amphion seeks to mitigate the risk noted above through its philosophy of working with a small number of rigorously selected Partner Companies, assisting them to grow by implementing a consistent and proven methodology developed over the management team's 20 years of company building experience. The Group's time tested model of company creation is built on a robust risk management process that relies on proven, defensible intellectual property sourced from some of the world's leading corporations and universities.

 

Included in the Group's other receivables are debtors of which US $2.3 million (2010: US $1.4 million) are past due at the reporting date and for which the Group has not provided as there has not been a significant change in credit quality of the Partner Companies and the Group believes that the amounts are still considered recoverable. (See note 3 for further details). The Group does not hold any collateral over these balances. The Company believes it can convert the receivables into the Partner Companies' equity.

 

The following table is an analysis of the age of financial assets:

 

Group

 

More than 3

Not past due

Not more than

months and not

More than

or impaired

3 months

more than 1 year

1 year

Total

US$

 US$

 US$

US$

US$

2011

Fees receivable

-

220,000

699,426

1,400,000

2,319,426

Rebillable expenses

133,890

-

-

-

133,890

Other receivables

1,229,047

300

-

44,536

1,273,883

Prepaid expenses

37,091

-

-

-

37,091

1,400,028

220,300

699,426

1,444,536

3,764,290

2010

Fees receivable

-

150,000

450,000

800,000

1,400,000

Rebillable expenses

20,447

-

-

-

20,447

Other receivables

426,640

9,106

-

44,536

480,282

Prepaid expenses

23,683

-

-

-

23,683

470,770

159,106

450,000

844,536

1,924,412

 

 

 

 

 

 

 

 

 

 

 

16. Other financial assets and liabilities, (continued)

 

Company

 

More than 3

Not past due

Not more than

months and not

More than

 or impaired

3 months

more than 1 year

1 year

Total

US$

 US$

 US$

US$

US$

2011

Rebillable expenses

76,246

-

-

-

76,246

Due from subsidiaries

1,855,941

-

-

-

1,855,941

Other receivables

1,073,162

-

-

34,536

1,107,698

3,005,349

-

-

34,536

3,039,885

2010

Rebillable expenses

880

-

-

-

880

Due from subsidiaries

1,401,965

-

-

-

1,401,965

Other receivables

353,537

-

-

34,536

388,073

Prepaid expenses

2,268

-

-

-

2,268

1,758,650

-

-

34,536

1,793,186

 

 

Liquidity risk

 

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The principal risk to which the Group is exposed is liquidity risk.

 

Amphion's investments are in Partner Companies that are often development stage companies and will likely experience significant negative cash flow. The Partner Companies may be unable to obtain financing to fund their negative cash flows due to market conditions or lack of operational progress. In these instances, though Amphion is not obligated to do so, the Group may feel it necessary to provide additional investment to the Partner Company and also defer payment of the advisory fees due. Amphion may also be required to spend additional management time on these companies.

 

Adverse market conditions may also delay liquidity events for the Partner Companies, thereby requiring additional rounds of financing in which Amphion may feel it necessary to participate. During these adverse market conditions Amphion may also find it difficult to raise additional capital.

 

Amphion seeks to mitigate the risk noted above through its philosophy of working with a small number of rigorously selected Partner Companies, assisting them to grow by implementing a consistent and proven methodology developed over the management team's 20 years of company building experience. The Group's time tested model of company creation is built on a robust risk management process that relies on proven, defensible intellectual property sourced from some of the world's leading corporations and universities. (See note 3 for further details).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16. Other financial assets and liabilities, (continued)

 

The following table is a maturity analysis that shows the remaining contractual maturity for the Group and Company's financial liabilities:

 

Group

Less than

1-3

3 months

Over

1 month

months

to 1 year

1 year

Total

2011

Trade payables & other payables

4,297,254

-

-

-

4,297,254

Current portion of promissory notes

-

-

1,500,000

-

1,500,000

Convertible promissory notes

-

-

-

8,990,567

8,990,567

Promissory note

-

-

-

2,000,000

2,000,000

2010

Trade payables & other payables

4,207,393

-

-

-

4,207,393

Convertible promissory notes

-

-

-

8,968,555

8,968,555

Promissory note

-

-

-

500,000

500,000

 

Company

Less than

1-3

3 months

Over

1 month

months

to 1 year

1 year

Total

2011

Trade payables & other payables

1,706,103

-

-

-

1,706,103

Current portion of promissory notes

-

-

1,500,000

-

1,500,000

Convertible promissory notes

-

-

-

8,990,567

8,990,567

Promissory note

-

-

-

2,000,000

2,000,000

2010

Trade payables & other payables

1,812,477

-

-

-

1,812,477

Convertible promissory notes

-

-

-

8,968,555

8,968,555

Promissory note

-

-

-

500,000

500,000

 

 

Market risk

 

Market risk is the risk that changes in interest rates, foreign exchange rates, equity prices, and other rates, prices, volatilities, correlations, or other market conditions will have an adverse impact on the Group's financial position or results. Thus market risk comprises three elements - foreign currency risk, interest rate risk, and other price risk. Information to enable an evaluation of the nature and extent of these three elements of market risk are shown below.

 

 

 

 

 

 

 

 

 

 

16. Other financial assets and liabilities, (continued)

 

Foreign currency risk

 

The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed by minimising the balance of foreign currencies to cover expected cash flows during periods where there is strengthening in the value of the foreign currency. The Group has two UK Partner Companies which are denominated in GBP. The valuations of these two companies fluctuate along with the US dollar/Sterling exchange rate. No hedging of this risk is undertaken. There were no foreign currency denominated financial liabilities in 2011 or 2010.

 

The carrying amounts of foreign currency denominated monetary assets at the reporting date are as follows:

 

Group

Company

Assets

Assets

2011

2010

2011

2010

US$

US$

US$

US$

Sterling - Cash equivalent

3,797

31,256

1,167

18,870

Sterling - Investment

14,121,319

13,718,138

14,121,319

13,718,138

 

A 5% (2010: 5%) strengthening of the US dollar against the British pound sterling at the reporting date would have increased profit or loss of the Group by approximately US $706,000 (2010: US $687,000). A 5% (2010: 5%) weakening of the US dollar against the British pound sterling would have decreased profit or loss of the Group by approximately US $706,000 (2010: US $687,000). A 5% (2010: 5%) strengthening of the US dollar against the British pound sterling at the reporting date would have increased profit or loss of the Company by approximately US $706,000 (2010: US $687,000). A 5% (2010: 5%) weakening of the US dollar against the British pound sterling would have decreased profit or loss of the Company by approximately US $706,000 (2010: US $687,000). The GBP/USD rate used at 31 December 2011 was 1.5537 (2010: 1.5471). In management's opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the sensitivity analysis is based on balances at the end of the year and does not reflect the exposure during the year.

 

Interest rate risk

 

The Group's exposure to interest rate risk is restricted to the cash and cash equivalent balance of US $114,014 (2010: US $605,127). At 31 December 2011, the Group's bank accounts were in general not interest bearing due to the low base rate. Changes in interest rates would have no significant impact on the profit or losses of the Company.

 

Other price risks

 

The Group is exposed to equity price risks arising from equity investments. Equity investments are held for strategic, rather than trading purposes. The Group does not actively trade these investments.

 

At the reporting date, the potential effect of using reasonably possible alternative assumptions as inputs to valuation techniques from which the fair values of the investments are determined would be an increase of approximately US $5.5 million (2010: US $3.4 million) to profit or loss of the Group and the Company using more favourable assumptions and an approximate decrease of US $6.2 million (2010: US $6.5 million) to profit or loss of the Group and the Company using less favorable assumptions.

 

The amounts generated from the sensitivity analysis are estimates of the impact of market risk assuming that specified changes occur. Actual results in the future may differ materially from these results due to developments in the global financial markets which may cause exchange rates to vary from the hypothetical amounts disclosed above, which therefore should not be considered a projection of likely future events and losses.

 

 

 

 

 

 

 

 

 

 

17. Trade and other payables

 

Group

 

Trade and other payables principally comprise amounts outstanding for purchases and ongoing costs.

 

Company

 

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs.

 

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

 

 

18. Promissory notes

 

Convertible promissory notes

 

No convertible promissory notes were issued in the year ended 31 December 2011. During 2010, £899,953 of convertible promissory notes were issued of which £20,618 were subscribed for by Directors of the Company.

 

The notes are convertible into ordinary shares of the Company at any time prior to 31 December 2013 at a conversion price of eighteen pence per ordinary share. In the event that the closing market price of the ordinary shares is equal to or greater than 25 pence per ordinary share for 25 consecutive trading dates at any time prior to 31 December 2013, the notes will automatically be converted into fully paid ordinary shares.

 

If the notes have not been converted, they will be repaid on 31 December 2013. Interest of 7% will be paid quarterly until the date of repayment.

 

For each note issued, the Company also issued 1.11 warrants. Each warrant will entitle the holder to subscribe for one ordinary share at 20 pence per ordinary share during the subscription period which began on 30 December 2008 and expires on the fifth anniversary of that date.

 

The net proceeds received from the issue of the convertible promissory notes and warrants are classified as a financial liability due to the fact that the notes are denominated in a currency other than the Company's functional currency and that on any future conversion a fixed number of shares would be delivered in exchange for a variable amount of cash (see note 2).

 

Promissory notes

 

During the year, the Company issued US $3 million of promissory notes to a Director of the Company. Refer to note 23 for further details.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19. Share capital

 

2011

2010

£

£

Authorised:

250,000,000 ordinary shares of 1p each

2,500,000

2,500,000

 

 Number

£

US $

Balance as at 31 December 2009

132,258,897

1,322,589

2,457,657

Issued for cash:

Ordinary shares of 1p each

167,188

1,672

2,705

Ordinary shares of 1p each

162,838

1,628

2,473

Ordinary shares of 1p each

160,000

1,600

2,392

Ordinary shares of 1p each

500,000

5,000

7,733

Ordinary shares of 1p each

249,820

2,498

3,930

Balance as at 31 December 2010

133,498,743

1,334,987

2,476,890

Issued for cash:

Ordinary shares of 1p each

727,107

7,271

11,752

Ordinary shares of 1p each

463,474

4,635

7,619

Ordinary shares of 1p each

159,228

1,592

2,488

Balance as at 31 December 2011

134,848,552

1,348,485

2,498,749

 

Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting.

 

During the year ended 31 December 2011, the following changes occurred to the share capital of the Company:

 

On 29 July 2011, the Company issued 727,107 ordinary 1p shares at a premium of 1.40p per share (US $16,453) to Directors in lieu of 2010 fourth quarter Directors' fees and 2011 first and second quarters Directors' fees.

 

On 16 September 2011, the Company issued 463,474 ordinary 1p shares at a premium of 1.625p per share (US $12,381) to a former non-executive Director in lieu of fees.

 

On 12 December 2011, the Company issued 159,228 ordinary 1p shares at a premium of 4.13p per share (US $10,275) to Directors in lieu of 2011 third quarter fees.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20. Operating lease arrangements

 

At the balance sheet date, the Group has outstanding commitments under non-cancellable operating leases, which fall due as follows:

2011

2010

US$

US$

Within one year

239,295

239,295

In the second to fifth years inclusive

-

-

After five years

-

-

239,295

239,295

 

Operating lease payments represent rentals payable by the Group for certain of its office properties. The term of the New York lease was seven years and was to expire at 31 December 2011 but the lease was extended for another year until 31 December 2012. The UK lease was terminated in 2010. The New York rental is fixed for one year. The Group recognised expenses of US $244,207 in respect of operating lease arrangements in the year ended 31 December 2011.

 

21. 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 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.

 

The performance criteria for the options issued in September 2007 that had to be met required the Company's NAV per share as measured in US dollars to increase by 10% compounded annually for the four years starting 1 July 2007 and ending 30 June 2011 and continued employment. If those conditions were met, the full number of options granted would be eligible to be exercised on 1 July 2011. However, at 1 July 2011 the conditions were not met and the options did not vest. The options issued in 2009 vested a year after grant. The options issued in 2010 have a four year vesting period.

 

As of 31 December 2011, a total of 23,278,869 options have been issued (2010: total of 15,528,869) of which 19,650,000 options were issued under the Plan (2010: 12,400,000) and 9,957,725 options have been forfeited (2010: 2,375,000).

 

The 7,250,000 options issued under the Plan in 2011 are subject to the following vesting schedule: if the NAV at 31 December 2013 is below 17p, zero options will vest; if NAV is above 19p, 100% of the options will vest; if NAV is between 17p and 19p, the options will vest on a straight-line ratable basis. At 31 December 2011, a total of 2,731,667 options under the Plan were vested (2010: 8,101,557). The NAV will be adjusted for distributions.

 

As of 31 December 2011, a balance of 3,128,869 options not in the Plan have been issued (2010: 2,628,869) and at 31 December 2011, 2,129,489 of these options were vested (2010: 2,237,218). These options have expiration dates that range from five to nine years from the date of grant.

 

2011

2010

Number of

Weighted

Number of

Weighted

share options

average

share options

average

exercise

exercise

price (in £)

price (in £)

Outstanding at beginning of period

13,153,869

0.19

12,503,869

0.20

Granted during the period

7,750,000

0.04

2,000,000

0.12

Forfeited during the period

(7,475,000)

0.22

(1,350,000)

0.22

Expired during the period

(107,725)

0.26

-

Outstanding at the end of the period

13,321,144

0.08

13,153,869

0.19

Exercisable at the end of the period

4,861,156

0.14

9,738,775

0.20

 

21. Share-based payments, (continued)

 

The options are recorded at fair value on the date of grant using the Black-Scholes model. The inputs into the model are as follows:

 2011

 2010

 US$

 US$

Weighted average share price

0.06

0.18

Weighted average exercise price

0.07

0.17

Expected volatility

70-77%

60%

Expected life

5-10 years

10 years

Risk free rate

1.00-1.93%

3.24%

Expected dividends

-

-

 

Expected volatility was determined by calculating the historical volatility of the Group's share price from the date listing to the end of the year.

 

In 2011, options were granted on 12 April and 30 November. The aggregate of the estimated fair value of the options granted is US $375,415. In 2010, options were granted on 28 May. The aggregate of the estimated fair value of the options granted was US $264,800.

 

The Company and Group recognised total costs of US ($1,566,005) and US $423,274 relating to equity-settled share-based payment transactions in 2011 and 2010 respectively. The 2011 cost includes US $1,835,904 of costs that have been reversed due to the performance conditions not being met. In 2011, US ($1,566,005) was expensed in the statement of comprehensive income during the year.

 

In prior years, the costs relating to equity-settled share-based payments were included in the share premium account. The 2011 costs have been included in retained earnings. The financial statements for 2010 have been restated to reflect this change. The effect of the restatement on the 2010 financial statements is a US $2,433,807 decrease in the share premium account and a US $2,433,807 increase in retained earnings. There is no impact on profit or loss in 2011 or 2010 as a result of the restatement.

 

22. Retirement benefit plans

 

The Company established a defined contribution plan under Section 401(k) of the Internal Revenue Code. The plan enables qualified employees to reduce their taxable income by contributing up to 15% of their salary to the plan. The Company may elect to make a matching contribution to the plan. The Company has elected not to make a contribution for the years ended 31 December 2011 or 2010.

 

The UK subsidiary has a defined contribution pension scheme. The total pension expense recognised in the income statement of US $23,096 (2010: US $22,267) represents contributions paid by the Company to the plan.

 

23. Related party transactions

 

Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

During the year, the Group paid miscellaneous expenses on behalf of Motif BioSciences, Inc. ("Motif") such as office and salary expenses. At 31 December 2010, Motif owed US $46,707 which was converted into a convertible promissory note. At 31 December 2011, the amount owed by Motif to the Group was US $8,671.

 

Amphion Innovations US Inc., a subsidiary of the Company, has entered into an agreement with Axcess International, Inc. ("Axcess") to provide advisory services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Chairman and Director of Axcess, respectively. Amphion Innovations US Inc. will receive a monthly fee of US $10,000 pursuant to this agreement. The agreement was effective until 1 March 2012 and will renew thereafter on an annual basis until terminated by one of the parties. The monthly fee is suspended for any month in which Axcess' cash balance falls below US $500,000. Amphion Innovations US Inc. received US $nil for the year ended 31 December 2011 (2010: US $nil) on the basis that the cash has fallen below the US $500,000 level.

 

 

 

23. Related party transactions, (continued)

 

Amphion Innovations US Inc. has entered into an agreement with Kromek (formerly Durham Scientific Crystals, Ltd.) to provide advisory and consulting services. Richard Morgan and Jerel Whittingham, Directors of the Company, are also Chairman and Director of Kromek, respectively. The monthly fee under this agreement is the lesser of US $10,000 and 50% of the gross compensation paid to Directors and management of Kromek in that month. The agreement renews annually unless terminated by one of the parties. The subsidiary's fee for the year ended 31 December 2011 was US $120,000 (2010: US $120,000). At 31 December 2011, US $10,000 (2010: US $10,000) remains payable. Amphion Innovations US Inc. also earned US $69,426 as a fund raising fee for the year ended 31 December 2011 (2010: US $403,703) which remains payable.

 

Amphion Innovations US Inc. entered into an agreement with FireStar Software, Inc. ("FireStar") to provide advisory and consulting services. Richard Morgan, a Director of the Company, is also the Chairman 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.

 

Amphion Innovations US Inc. has entered into an agreement with Motif BioSciences, Inc. ("Motif") to provide advisory and consulting services. Richard Morgan, a Director of the Company, is also the Chairman of Motif. The annual fee for the services is US $240,000. The agreement was effective until 1 April 2012 and shall automatically renew for successive one year periods. Amphion Innovations US Inc.'s fee for the period ended 31 December 2011 was US $240,000 (2010: US $240,000) and remains payable.

 

Amphion Innovations US Inc. has entered into an agreement with m2m Imaging Corp. ("m2m") to provide advisory and consulting services. Robert Bertoldi, a Director of the Company, is also the Chairman of m2m. The monthly fee under this agreement is US $15,000. This agreement renews on an annual basis until terminated by either party. Amphion Innovations US Inc.'s fee for the period ended 31 December 2011 was US $180,000 (2010: US $180,000) of which US $630,000 remains payable at 31 December 2011 (2010: US $450,000).

 

Amphion Innovations US Inc. has entered into an agreement with WellGen, Inc. ("WellGen") to provide advisory and consulting services. Richard Morgan and Robert Bertoldi, Directors of the Company, are also Chairman and Directors of WellGen, respectively. The fee under this agreement is US $60,000 per quarter. The agreement renews annually until terminated by either party. The subsidiary's fee for the year ended 31 December 2011 was US $240,000 (2010: US $240,000) of which US $600,000 (2010: $360,000) remains payable at 31 December 2011.

 

Amphion Innovations US Inc. has entered into an agreement with PrivateMarkets, Inc. ("PrivateMarkets") (formerly Energy Trading Intl.) to provide advisory services. Richard Morgan, a Director of the Company, is also the Chairman of PrivateMarkets. The fee under this agreement is US $30,000 per quarter until the successful sale of at least US $3,000,000 of equity and thereafter, US $45,000 per quarter. This agreement will renew annually unless terminated by either party. The subsidiary's fee for the year ended 31 December 2011 was US $180,000 (2010: US $285,000). At 31 December 2011, US $770,000 (2010: US $590,000) remains payable by 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 year ended 31 December 2011 was suspended (2010: US $240,000).

 

In 2010 Richard Morgan, a Director of the Company, advanced US $352,500 to the Company. This advance is interest free and repayable on demand. The net amount payable by the Company at 31 December 2011 to Richard C.E. Morgan is US $1,263,969 (2010: US $1,201,466). The amount payable includes a voluntary salary reduction of US $854,023, 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 $3,000,000 (2010: US $640,000) to the Company under promissory notes. The promissory notes accrue interest at the rate of 7% per annum. The promissory notes were originally payable as follows: US $500,000 payable on 31 December 2012, US $2,000,000 payable on 31 December 2013, and US $500,000 payable on 15 February 2012. In 2012 the maturity dates were extended to December 31, 2013. At 31 December 2011, US $8,253 (2010: US$ 8,305) was due to Mr. Macaleer for Director's fees. At 31 December 2011, Mr. Macaleer was due US $103,178 (2010: US $1,918) for accrued interest on the promissory notes.

 

At 31 December 2011, US $53,205 (2010: US $28,288) was due to Gerard Moufflet, a Director of the Company, for Director's fees and US $8,337 (2010: US $7,027) for expenses.

23. Related party transactions, (continued)

 

At 31 December 2011, US $6,880 (2010: 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 and 2010.

 

At 31 December 2011, US $23,535 (2010: US $23,535) was due to Richard Mansell-Jones, a retired Director of the Company for Director's fees.

 

At 31 December 2011, US $301,236 and US $327,934 were due to Jerel Whittingham and Robert Bertoldi, respectively, Directors of the Company, for voluntary salary deductions in 2009 through 2011 of which US $154,705 and US $188,769 are payable by the discretion of the Board.

 

Directors' interests

 

The Directors' direct ownership in the Partner Companies is as follows:

 

Fully diluted %

Investment company

owned by Directors

2011

2010

Axcess International, Inc.

4.63%

7.34%

FireStar Software, Inc.

1.50%

1.52%

Kromek

1.76%

1.33%

Motif BioSciences, Inc.

4.18%

4.06%

m2m Imaging Corp.

1.46%

1.47%

Myconostica Ltd.

- %

0.31%

PrivateMarkets, Inc.

2.45%

2.74%

WellGen, Inc.

4.62%

4.62%

 

 

The Directors who held office at 31 December 2011 had the following interests in the Company's ordinary share capital:

 

2011

2010

2011

2010

2011

2010

Number of

Number of

Convertible

Convertible

ordinary

ordinary

promissory

promissory

Number of

Number of

shares

shares

notes

notes

warrants

warrants

Richard C.E. Morgan

24,192,499

23,792,499

£900,000

£900,000

999,000

999,000

Robert J. Bertoldi

6,436,431

6,436,431

-

-

-

-

R. James Macaleer

23,427,247

22,740,912

£10,027

£10,027

11,130

11,130

Anthony W. Henfrey

1,190,735

1,190,735

£13,932

£13,932

15,465

15,465

Gerard Moufflet

500,000

300,000

-

-

-

-

Jerel Whittingham

2,964,303

2,964,303

-

-

-

-

 

 

Aggregate Directors' remuneration

 

The total amounts for Directors' remuneration was as follows:

Year ended

Year ended

31 December 2011

31 December 2010

US$

US$

Emoluments

1,032,339

1,424,460

 

 

23. Related party transactions, (continued)

  Directors' emoluments and compensation

 

(1) Group

Fees/Basic salary

Group

accrued Payment

Group

Group

Year ended

Period ended

Fees/Basic

 not subject to

Benefits in

Annual

31 December

31 December

salary paid

board discretion

kind

bonuses

2011 total

2010 total

US$

US$

US$

US$

US$

US$

Name of dirc Name of Director

Executive - s Executive-salary

Richard C.E. Richard C.E. Morgan

222,049

129,177

15,995

-

367,221

527,852

Robert J. Ber Robert J. Bertoldi

189,277

110,723

22,772

-

322,772

414,022

Jerel WhittiJe Jerel Whittingham

159,212

90,049

22,267

-

271,528

336,361

Non-executi Non-executive - fees

Richard M. M Richard Mansell-Jones

-

-

-

-

-

48,742

R. James Ma R. James Macaleer

33,007

-

-

-

33,007

43,263

Anthony W. Anthony W. Henfrey

-

-

-

 -

-

-

Gerard Mouff Gerard Moufflet

37,811

-

-

-

37,811

54,220

Aggregate e Aggregate emoluments

641,356

329,949

61,034

-

1,032,339

1,424,460

 

 

(1) Deferred fees/basic salary refers to voluntary salary reductions taken by the Executive Directors in 2011 which were recorded as a liability in 2011 in the Group accounts, payment of which is not subject to the discretion of the Board.

 

 

Directors' share options

 

Aggregate emoluments disclosed above do not include any amounts for the value of options to acquire ordinary shares in the Company granted to or held by the Directors. Details of options for Directors who served during the year are as follows:

 

1

31

Date from

Name of

 January

December

Exercise

which

Expiry

Director

Scheme

2011

Granted

Forfeited

2011

price

exercisable

date

 Richard Morgan

2006 Unapproved Share Option Plan

2,000,000

-

(2,000,000)

-

£0.2300

 1 Jul 2011

 30 Jun 2021

 Richard Morgan

2006 Unapproved Share Option Plan

500,000

 -

-

500,000

£0.1075

 24 Mar 2010

24 Mar 2019

 Richard Morgan

2006 Unapproved Share Option Plan

-

2,000,000

-

2,000,000

£0.0503

 31 Dec 2013

30 Nov 2021

 Robert Bertoldi

2006 Unapproved Share Option Plan

1,250,000

-

(1,250,000)

-

£0.2300

 1 Jul 2011

 30 Jun 2021

 Robert Bertoldi

2006 Unapproved Share Option Plan

350,000

-

-

350,000

£0.1075

 24 Mar 2010

24 Mar 2019

 Robert Bertoldi

2006 Unapproved Share Option Plan

-

2,000,000

-

2,000,000

£0.0503

 31 Dec 2013

30 Nov 2021

 Jerel Whittingham

2006 Unapproved Share Option Plan

1,750,000

 -

(1,750,000)

-

£0.2300

 1 Jul 2011

 30 Jun 2021

 Jerel Whittingham

2006 Unapproved Share Option Plan

250,000

 -

-

250,000

£0.1075

 24 Mar 2010

24 Mar 2019

 Jerel Whittingham

2006 Unapproved Share Option Plan

 -

1,750,000

-

1,750,000

£0.0503

 31 Dec 2013

30 Nov 2021

6,100,000

5,750,000

(5,000,000)

6,850,000

 

 

 

 

 

 

24. Events after the balance sheet date

 

In January 2012, the Company purchased 100,000 shares of Axcess International Inc. common stock for US $5,000.

 

In January to May 2012, the Company made advances of US $37,457 under a promissory note from PrivateMarkets, Inc.

 

In January to May 2012, the Company made advances of US $87,337 under a promissory note from Motif BioSciences, Inc.

 

In February, March and May 2011, the Company made advances of US $35,000 under a promissory note from m2m Imaging Corp.

 

In January 2012 R. James Macaleer, a Director of the Company, advanced the Company US $500,000 under a promissory note. The promissory note accrues interest at the rate of 7% per annum and is payable on 31 December 2013. The promissory note was issued along with warrants for the purchase of 2,000,000 of the Company's ordinary shares at an exercise price of 8 pence per share and expires 31 December 2013. In addition to those terms, the maturity dates for Mr. Macaleer's promissory notes issued in 2010 and 2011 were extended to 31 December 2013. In February 2012, R. James Macaleer, advanced the Company US $500,000 under a promissory note. The promissory note accrues interest at the rate of 7% per annum and is payable on 21 August 2012. The promissory note was issued along with warrants for the purchase of 500,000 of the Company's ordinary shares at an exercise price of 8 pence per share and expires 31 December 2013. In May 2012, R. James Macaleer, advanced the Company US $500,000 under a promissory note. The promissory note accrues interest at the rate of 7% and is payable on 4 November 2012. The note may be converted into IP litigation related financing.

 

In February, the Company issued 160,486 ordinary shares to certain of its Board members as their directors' fees for the fourth quarter to 31 December 2011.

 

Notice

 

The financial information set out above does not constitute the group's statutory accounts for the year ended 31 December 2011 or 2010, but is derived from those accounts. The auditors have reported on those accounts; their report was unqualified, but did draw attention to matters by way of emphasis relating to significant uncertainty in respect of going concern and valuation of Partner Company investments and other receivables from Partner Companies for both the 2011 and 2010 year ends, and did not contain statements under s. 15(4) or (6) Companies Act 1982 of the Isle of Man.

 

Approval

 

This statement was approved by the Board of Directors on 8 June 2012.

 

Copies of the Annual Report and Accounts

 

Copies of the Annual Report and Accounts will be sent to all shareholders. Further copies will be obtainable from the Company's primary office: Amphion Innovations plc, Attn: Investor Relations, 330 Madison Avenue, New York, NY 10017, USA.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
FR BKKDQABKDKAD
Date   Source Headline
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