Amphion Innovations plc Preliminary Results Show 24% Increase In Net Asset Value Per Share Over Four Months Since IPO; Strong Progress with Partner Companies.LONDON -- Amphion Amphion (ăm`fēən): see Antiope (1.) Innovations plc (LSE:AMP) ("Amphion" or "the Company"), the developer of technology and life sciences businesses, today announces its audited preliminary results for the period from the incorporation of Amphion on 7 June 2005 through to 31 December 2005. Amphion floated on the AIM market of the London Stock Exchange on 23 August 2005, placing 20 million shares of the Company at 25p per share, raising GBP 5 million (approx. $8.5 million US). On 5 December 2005, Amphion placed an additional 3.6 million new shares at 27.5p per share, raising GBP 1 million (approx. $1.7 million US). Financial Highlights --Revenues of $319,673 and a fair value gain on investments of $3,550,094 --Net Assets increased to $24.1 million ($19.6 million as of 23 August 2005 AIM floatation) --Net Asset Value Per Share up 24% to 14.98p (12.10p as of 23 August 2005 AIM floatation) --Earnings per share of $.02 Partner Company Highlights --WellGen, our nutrigenomics company, uses a proprietary technology to discover and develop ingredients from plants and foods for wellness products. WellGen completed in vitro and in vivo studies on bioactive ingredients in their Inflammation and Obesity Programmes, including a potent anti-inflammatory derived from black tea and an obesity product derived from orange peel. WellGen received a $1 million investment from Amphion on 30 Aug 2005 as part of a $3 million financing that completed after the close of the reporting period. The new investments will allow WellGen to advance several technical programmes and will lead to significant product introductions. --Motif BioSciences, our population genetics company, received a $500,000 investment from Amphion on 30 Dec 2005 as part of an oversubscribed $1.875 million financing that completed after the close of the reporting period. Motif has since initiated sample collection and analysis in the Persian/Arabian Gulf and made key hires to do so. --Durham Scientific Crystals, a spin-out of Durham University creating semi-conducting materials for medical imaging, received a GBP 1m investment from Amphion, filed five semiconductor patents, and successfully completed its first European Space Agency contract, earning a second. --Supertron Technologies Inc., developer of electronic components that dramatically improve the imaging capabilities of MRI scanners, received a $1m investment from Amphion. --FireStar released EdgeNode, a software product designed to simplify the integration of back-office transactions between multiple enterprises. FireStar also filed a broad patent for the technology, with detail examples of 17 different applications. FireStar received a $980,000 investment from Amphion. --Axcess (AXSI.OB), our company working on applications of RFID (radio frequency identification) technologies, booked record RFID revenues of $986,377 during 2005 (of $1,080,240 in total revenue) with gross margins of 40%. 4Q2005 RFID revenues represented an increase of 177% over 4Q2004 and 139% over 3Q2005. Amphion made an additional $750,000 investment on 30 December 2005, during the reporting period, and the investment was announced on 3 January 2006. --Beijing Med-Pharm (BJGP BJGP - British Journal of General Practice.OB) saw a share price rise during the period from $1.65 to $3.87. Amphion's investment experienced an attendant increase in value from $1.1 million to $2.6 million. BMP announced agreements to distribute Cytokine PharmaSciences' Cervadil and pSivida's BrachySil into China. BMP also received approval for their acquisition of Beijing Wanwei Pharmaceutical Co., Ltd. and announced their intention to acquire a majority interest in Rongheng Corp., a Shanghai distributor. Richard Morgan, CEO of Amphion, said: "We are highly satisfied with the progress made by each of our partner companies since Amphion's IPO in August 2005, reflected in the 24% uplift in Net Asset Value Per Share. "We believe that our partner companies have tremendous potential and expect to be able to announce material newsflow over the coming year. 2006 has started strongly for Amphion Innovations and we expect to see further progress within our existing portfolio. We also expect to add at least one new partner company during the year. "We look to the future with great confidence." A meeting to review company financials will be held at the offices of Financial Dynamics, Holborn Holborn: see Camden, England. Gate, 26 Southampton Buildings, London WC2A 1PB at noon on March 8. For more details, please call Claire Rowell on 020 7269 7285. Note to Editors: Company Summary: Working in partnership with universities and corporations seeking to commercialise their intellectual property, Amphion Innovations plc utilises a proven company creation and building process, staying deeply involved with their partner companies before seeing them through to a public offering or trade sale. This process has helped to build a group of companies including Celgene (Nasdaq: CELG, currently valued at more than $13B), MediSense (formed from intellectual property developed at two UK Universities and subsequently sold to Abbott Labs for $920M), and Vortech (medical imaging company, acquired by Kodak). Amphion currently holds a large stake in each of seven partner companies, is continually evaluating new opportunities, and expects to add one new partner company during 2006. On the Web: www.amphionplc.com 2005 Overview Amphion Innovations plc was incorporated on 7 June 2005 and acquired the assets of Amphion Capital Partners LLC, allowing Amphion's senior management the opportunity to extend their 25-year track record developing and operating companies in the life sciences and medical technology markets. Working in partnership with universities and corporations seeking to commercialise their intellectual property, the Amphion team utilises a proven company creation and building process, staying deeply involved with their partner companies over a long period of time before seeing them through to a public offering or trade sale. This method has assisted in the creation of companies with aggregate market capitalisations of well over US $13 billion. Amphion Innovations plc was admitted to the AIM (Alternative Investment Market) of the London Stock Exchange on 23 August 2005 and currently trades as (LSE:AMP). The Company placed 20 million new shares representing 22.22% of the Company at 25 pence each, raising a total of GBP 5 million (approx. $8.5 million US). On 5 December 2005, Amphion placed 3.6 million additional new shares of the Company at 27.5 pence each, raising GBP 1 million (approx. $1.7 million US), for a total raised for the year of GBP 6 million (approx. $10.2 million US). The results to 31 December reflect excellent progress with Amphion's seven current partner companies. Amphion expects to add an additional partner company during 2006 and is actively evaluating a number of candidates in the UK and the US. Partner Companies WellGen, Inc. (WellGen) is a nutrigenomics company using proprietary technology to discover and develop food and dietary supplement ingredients from plants and foods to market into the health and wellness markets. WellGen is a spin out of Rutgers University and has an exclusive worldwide license to a proprietary screening technology that screens food and plant extracts for their impact on gene expression associated with the onset or proliferation of cancer, arthritis, obesity, and other human diseases. WellGen received an additional $1 million investment from Amphion in August 2005. This was part of a $3 million Series B financing that completed after the close of the reporting period. This financing has allowed WellGen to advance its Obesity and Inflammation Programmes, testing compounds regulating genes known to be associated with these two conditions. Functional food ingredients coming out of these programmes are anticipated to control weight or reduce pain via a gene-regulating mechanism of action that is different from those of other products on the market. Pre-clinical studies were completed in 2005 and WellGen anticipates human clinical studies commencing in 2006. WellGen is expected to seek additional capital in 2006 to advance these human clinical trials. WellGen has hired industry veteran Arthur H. Finnel to serve as CFO. Mr. Finnel offers more than thirty years of leadership experience with both public and privately held companies such as Bionova Holding Corporation, Mars, Inc. and the Wharton Applied Research Center. Amphion's fully-diluted ownership stake in WellGen was 17.92% as of 31 December 2005. Durham Scientific Crystals, Ltd. (DSC) is a spin out from Durham University (UK) focused on the application of patented, unique semi-conducting materials to the field of medical imaging. DSC produces radically improved and more cost effective semiconductor materials than are currently available, which are used in detectors for medical, security and defence digital x-ray imaging. These materials have the potential to revolutionise the medical x-ray imaging market by enabling the transition from analogue to digital, dramatically improving the screening of baggage in airports and railways, and allowing the manufacture of in-demand handheld scanners. DSC has a strong and growing IP (patent) portfolio. The diagnostic imaging market is a $70 billion industry in the US, representing approximately 10% of all expenditures for medical care. X-ray based systems dominate the diagnostic imaging market in terms of growth and revenue, with over a 50% share, so the transition to digital X-ray imaging represents enormous market potential. DSC received an additional GBP 1 million ($1.8 million) investment from Amphion in September 2005. This has allowed DSC to greatly expand its patent portfolio by filing five new key semiconductor patents to add to DSC's issued material processing patents. These will extend DSC's lead in materials science and allow new and advanced x-ray detectors and scanners to be developed. DSC successfully completed its first European Space Agency contract in December and has been rewarded with a second contract, set to begin after the reporting period, in 2006. An exemplar of the high-growth companies in Sedgefield's NetPark technology park, DSC was visited by the Prime Minister in December 2005. Amphion's fully-diluted ownership stake in DSC was 28.60% as of 31 December 2005. Motif BioSciences (Motif) is a population genetics company focused on discovering genes causing common diseases by utilising human genetic data from the Persian/Arabian Gulf region. Amphion made a $500,000 investment in Motif during the reporting period, on 30 December 2005, and the investment was announced on 3 January 2006. This investment was part of a $1.875 million financing that has completed since the close of the reporting period and was oversubscribed. The monies raised are being spent on sample collection and analysis. Motif has hired Dr. Kevin Arnold, formerly the Executive Director of Operations of Genaissance Pharmaceuticals, who now serves as the Executive Director of Genomic Operations at Motif. Manish Pungliya, formerly a Bioinformatics Scientist at Genaissance Pharmaceuticals, has been hired to lead Motif's bioinformatics effort. Amphion's fully-diluted ownership stake in Motif was 51.28% as of 31 December 2005. Supertron Technologies, Inc. (Supertron) develops, manufactures and markets electronic components and systems based upon superconductors for the Magnetic Resonance Imaging (MRI) markets for both clinical and pre-clinical markets, including neurological, orthopaedic, cardiac, drug discovery and image guided therapy applications. Supertron, founded in 1999, is a spin out from Columbia University and is based in Newark, New Jersey (USA). The company is developing next-generation high-performance medical imaging products that dramatically improve the imaging capabilities of all MRI scanners. Amphion made an additional $1 million investment in October 2005. Amphion's fully-diluted ownership stake in Supertron was 27.38% as of 31 December 2005. FireStar develops software that assists institutions in automating business transactions between multiple companies. FireStar addresses a very large, existing market for connectivity products. Their product automatically enables various types of software systems (both new and legacy, and within and across businesses) to speak to each other and pass data back and forth without costly and time-consuming maintenance or new software development. FireStar in December 2005 announced the release of EdgeNode, a software product designed to simplify the integration of back-office transactions between multiple enterprises. FireStar also booked its first customer for EdgeNode and filed a broad patent for the technology, with detail examples of 17 different applications. Additionally, Raymond Mackenzie, formerly of Lazard Freres and Morgan Stanley, has been named to the Board of Directors. Amphion made an additional $980,000 investment in December 2005. Amphion's fully-diluted ownership stake in FireStar was 9.80% as of 31 December 2005. Axcess (AXSI.OB) provides active systems including enterprise efficiencies, physical security, and transportation logistics, utilising Radio Frequency Identification (RFID) technologies. The battery-powered (active) tags locate, track, monitor, count and protect people, assets, inventory and vehicles. Axcess booked record RFID revenue of $986,377 for the twelve months ended 31 Dec 2005 (of $1,080,240 in total revenue), an increase of 28% from $772,475 in 2004. RFID revenue during 4Q2005 represented an increase of 177% from 4Q2004 and 139% from 3Q2005. For the full year 2005, gross margin was 40%. Axcess also announced a fourth patent award. Amphion made an additional $750,000 investment during the reporting period, on 30 December 2005, and the investment was announced on 3 January 2006. Amphion's fully-diluted ownership stake in Axcess was 6.68% as of 31 December 2005. Beijing Med-Pharm Corp. (BJGP.OB) (BMP) is the first-ever foreign company to acquire a Chinese pharmaceutical distribution enterprise. By combining pharmaceutical distribution assets with BMP's existing sales and marketing operations in nine offices throughout China, BMP is able to offer end-to-end services to Western companies wishing to register and sell their pharmaceuticals products into this large and growing market. BMP saw a rise in share price from $1.65 per share as of Amphion's offering to $3.87 per share at the close of 4Q2005. Amphion's investment in BMP experienced an attendant increase in value from $1.1 million as of 23 August 2005 to $2.6 million at the close of 4Q2005. During the period, BMP announced agreements to distribute several new pharmaceutical products into China, including Cytokine PharmaSciences' Cervadil in August 2005 and pSivida's BrachySil in October 2005. BMP was notified in October 2005 by the People's Republic of China Ministry of Commerce that their acquisition of a Beijing distributor, Beijing Wanwei Pharmaceutical Co., Ltd., was approved. This is the first-ever acquisition of a Chinese distributor by a non-Chinese company, made possible by recent statute resulting from China's entry into the WTO. BMP also announced their intention to acquire a majority interest in a second distributor, Shanghai-based Rongheng Corp. In October 2005, BMP raised $6.3 million in a private placement. Amphion's fully-diluted ownership stake in BMP was 2.72% as of 31 December 2005. Announcement based on audited accounts. The financial information set out below does not constitute the Company's statutory accounts, but is derived from its audited consolidated financial statements for the period from incorporation on 7 June 2005 to 31 December 2005. The auditor's report on those financial statements was qualified due to the decision not to consolidate its subsidiary, Motif BioSciences, Inc., as required by International Accounting Standard 27 "Consolidated and separate financial statements." Financial Review The total profit for the period was $2,275,419. This resulted in earnings per normal share of $.02 and is based on revenues of $319,673 and a fair value gain on investments of $3,550,094. Earnings per Ordinary Share Earnings per Ordinary Share were $.02 during the reporting period. Dividend The Directors do not recommend the payment of a dividend. Increase In Net Asset Value Per Share On the 23 August 2005 date of admission, Amphion had net assets of $19.6 million, inclusive of proceeds from the offering. Net Asset Value Per Share was 12.10p ($0.22). At the 31 December 2005 close of the period, Amphion had net assets of $24.1 million. Per Share Net Asset Value was 14.98p ($0.26). This represents a gain of 24% in Net Asset Value Per Share during the reporting period, rooted in solid progress with Amphion's seven partner companies. Post Year-End Developments It was with sadness that we reported that Frank Cary, Non-Executive Director of Amphion, passed away on 1 January 2006. We will miss his leadership and tremendous support of Amphion and its partner companies.
Amphion Innovations plc
Consolidated income statement
For the period from 7 June 2005 (date of incorporation) to
31 December 2005
Period from
Notes 7 June 2005
(date of
incorporation)
to 31 December 2005
------------------
Continuing operations US $
Revenue 3 319,673
Other operating income 8,729
Administrative expenses (1,632,139)
---------------
Operating loss (1,303,737)
Fair value gains on investments 12 3,550,094
Interest income 7 90,966
Other gains and losses (34,904)
---------------
Profit before tax 5 2,302,419
Income tax expense 8 (27,000)
---------------
Profit for the period 2,275,419
===============
Earnings per share 9
Basic US $ 0.02
===============
Diluted US $ 0.02
===============
Amphion Innovations plc
Company income statement
For the period from 7 June 2005 (date of incorporation) to
31 December 2005
Period from
7 June 2005 to
Notes 31 December 2005
----------------
US $
Continuing operations
Administrative expenses (1,524,033)
-----------
Operating loss (1,524,033)
Fair value gains on investments 12 3,527,870
Interest income 7 90,760
Other gains and losses (35,287)
-----------
Profit for the period 5 2,059,310
===========
Amphion Innovations plc
Consolidated balance sheet
At 31 December 2005
Notes 31 December 2005
--------------------
US $
Non-current assets
Fixtures, fittings and equipment 10 26,427
Security deposit 18 121,694
Investments 12 21,178,415
--------------------
21,326,536
--------------------
Current assets
Prepaid expenses and other receivables 643,488
Cash and cash equivalents 2,448,422
--------------------
3,091,910
--------------------
Total assets 24,418,446
====================
Current liabilities
Trade and other payables 14 354,319
--------------------
Total liabilities 354,319
====================
Net assets 24,064,127
====================
Equity
Share capital 15 1,685,160
Share premium account 20,101,328
Translation reserve 2,220
Retained earnings 2,275,419
--------------------
Total equity 24,064,127
====================
The financial statements were approved by the board of directors
and authorised for issue on 7 March 2006. They were signed on its
behalf by:
Director Director
Richard M. Mansell-Jones Robert J. Bertoldi
Amphion Innovations plc
Company balance sheet
At 31 December 2005
Notes 31 December 2005
--------------------
US$
Non-current assets
Fixtures, fittings and equipment 10 15,942
Security deposit 18 121,694
Investments 12 21,102,423
Investment in subsidiaries 3
--------------------
21,240,062
--------------------
Current assets
Prepaid expenses and other receivables 23 579,807
Cash and cash equivalents 2,304,365
--------------------
2,884,172
--------------------
Total assets 24,124,234
====================
Current liabilities
Trade and other payables 24 278,436
--------------------
Total liabilities 278,436
====================
Net assets 23,845,798
====================
Equity
Share capital 15 1,685,160
Share premium account 20,101,328
Retained earnings 2,059,310
--------------------
Total equity 23,845,798
====================
The financial statements were approved by the board of directors and
authorised for issue on 7 March 2006. They were signed on its behalf
by:
Director Director
Richard M. Mansell-Jones Robert J. Bertoldi
Amphion Innovations plc
Consolidated statement of changes in equity
For the period from 7 June 2005 (date of incorporation) to
31 December 2005
Share
Share premium Translation Retained
Notes capital account reserve earnings Total
-------- -------------------------------------------
US $ US $ US $ US $ US $
Issue of
share
capital 15 1,685,160 21,568,320 - - 23,253,480
Incremental
costs
directly
attributable
to issue of
shares 16 - (1,597,807) - - (1,597,807)
Recognition
of share-
based
payments 19 - 130,815 - - 130,815
Exchange
differences
arising on
translation
of foreign
operations - - 2,220 - 2,220
Profit for
the period - - - 2,275,419 2,275,419
-----------------------------------------------------
Balance at 31
December
2005 1,685,160 20,101,328 2,220 2,275,419 24,064,127
=====================================================
Amphion Innovations plc
Company statement of changes in equity
For the period from 7 June 2005 (date of incorporation) to
31 December 2005
Share
Share premium Retained
Notes capital account earnings Total
------------------------------------------
US $ US $ US $ US $
Issue of share
capital 15 1,685,160 21,568,320 - 23,253,480
Incremental costs
directly attributable
to issue of shares 16 - (1,597,807) - (1,597,807)
Recognition of share-
based payments 19 - 130,815 - 130,815
Profit for the period - - 2,059,310 2,059,310
-------------------------------------------
Balance at 31 December
2005 1,685,160 20,101,328 2,059,310 23,845,798
===========================================
Amphion Innovations plc
Consolidated cash flow statement
For the period from 7 June 2005 (date of incorporation) to
31 December 2005
Period from
7 June 2005
(date of incorporation)
to 31 December 2005
-----------------------
US $
Operating activities
Operating loss (1,303,737)
Adjustments for:
Depreciation of fixtures, fittings and equipment 2,333
Advisory fees received in equity instruments 49,192
Advisory fees settled in equity instruments 20,655
Net working capital acquired 162,847
Increase in prepaid & other receivables (643,488)
Increase in security deposits (121,694)
Increase in trade & other payables 302,839
Income tax (27,000)
-----------------------
Net cash used in operating activities (1,558,053)
-----------------------
Investing activities
Interest received 90,966
Cash received from acquisition of business 325,011
Purchases of investments (5,660,826)
Purchases of equipment (15,714)
-----------------------
Net cash used in investing activities (5,260,563)
-----------------------
Financing activities
Proceeds on issue of shares,
net of share issuance costs 9,299,723
-----------------------
Net cash from financing activities 9,299,723
-----------------------
Net increase in cash and cash equivalents 2,481,107
Cash and cash equivalents at the beginning
of the period -
Effect of foreign exchange rate changes (32,685)
-----------------------
Cash and cash equivalents at the
end of the period 2,448,422
=======================
Amphion Innovations plc
Company cash flow statement
For the period from 7 June 2005 (date of incorporation) to
31 December 2005
Period from
7 June 2005 to
31 December 2005
-----------------------
Operating activities US $
Operating loss (1,524,033)
Adjustments for:
Depreciation of fixtures, fittings
and equipment 1,781
Advisory fees settled in equity instruments 20,655
Net working capital acquired 214,326
Increase in prepaid & other receivables (579,807)
Increase in security deposits (121,694)
Increase in trade & other payables 278,433
-----------------------
Net cash used in operating activities (1,710,339)
-----------------------
Investing activities
Interest received 90,760
Cash received from acquisition of business 325,011
Purchases of investments (5,660,826)
Purchases of equipment (4,677)
-----------------------
Net cash used in investing activities (5,249,732)
-----------------------
Financing activities
Proceeds on issue of shares,
net of share issuance costs 9,299,723
-----------------------
Net cash from financing activities 9,299,723
-----------------------
Net increase in cash and cash equivalents 2,339,652
Cash and cash equivalents at the
beginning of the period -
Effect of foreign exchange rate changes (35,287)
-----------------------
Cash and cash equivalents at the
end of the period 2,304,365
=======================
Amphion Innovations plc Notes to the consolidated financial statements For the period from incorporation on 7 June 2005 to 31 December 2005 1. General information Amphion Innovations plc (the "Company") is a public limited company incorporated in the Isle of Man under the Companies Acts 1931-2004 on 7 June 2005 with registered number 113646C. The address of the registered office is 15-19 Athol Street, Douglas, Isle of Man, IM1 IM1 - Instrumentman First Class (Naval Rating) 1LB. The principal place of business is 330 Madison Avenue, New York, NY, USA, 10017. The principal activities of the Company and its subsidiaries (the "Group") are to create, build, operate and finance market-leading technology companies in partnership with corporations, governments, universities and entrepreneurs seeking to commercialise their intellectual property. The consolidated financial statements include the accounts of Amphion Innovations plc and its two wholly owned subsidiaries, Amphion Innovations US Inc., which is incorporated in the United States, and Amphion Innovations UK Limited, which is incorporated in the United Kingdom. These financial statements are presented in US dollars because that is the currency of the primary economic environment in which the Company operates. 2. Significant accounting policies The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union. However, the directors have departed from IAS 27 Consolidated and Separate Financial Statements and have not consolidated the Company's subsidiary, Motif BioSciences, Inc., in the financial statements of the Group. The Directors believe that the presentation of this subsidiary on an unconsolidated basis provides a fairer presentation of the Group's position. The financial statements have been prepared on the historical cost basis, except for the revaluation of investments. 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) with the exception of Motif BioSciences Inc. which is not consolidated, as described above. 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. 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. Cash and cash equivalents Cash and cash equivalents include balances with banks and demand deposits, which have maturities of less than three months at the date of acquisition. Investments Investments are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost, including transaction costs. Investments are classified as fair value through profit and loss. Investments are carried at value as determined by management using the International Private Equity and Venture Capital Valuation Guidelines. The following broad guidelines are generally used in security valuations: a) marketable securities which are freely tradable and for which quotations are readily available are valued using their last closing prices, (b) all other securities are valued at fair value as estimated by management in good faith. Factors generally considered in determining fair value are the latest offering price from recently executed financing transactions related to the investee companies and comparison to similar instruments of similar companies. Investments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are valued at cost until such time as a fair value can be determined. 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. 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. Foreign currencies 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 period, 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. Exchange differences arising, if any, are classified as equity and transferred to the Group's translation reserve. Such translation differences are recognised as income or as expenses in the period in which the operation is disposed of. 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 by 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. Deferred tax assets and liabilities are not discounted. Fixtures, fittings and equipment Fixtures, fittings 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. Financial instruments Financial assets and financial liabilities are recognised on the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument. Financial liabilities and equity Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements 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. Trade payables Trade payables are not interest bearing and are stated at their fair value and subsequently measured at amortised cost using the effective interest rate method. Trade payables are measured at fair value. 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 Payment. The Group issues equity-settled share-based payments to certain 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. Use of estimates 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 financials 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 investments. By their nature, these estimates and assumptions are subject to measurement uncertainty and the effect on the Group's financial statements of changes in estimates in future periods could be significant.
3. Revenue
An analysis of the Group's revenue for the period is as follows:
Group Company
Period from 7 June 2005 Period from 7 June 2005
to 31 December 2005 to 31 December 2005
-------------------------------------------------
US $ US $
Settled in warrants 2,288 -
Settled in cash 317,385 -
-------------------------------------------------
Advisory fee income 319,673 -
=================================================
4. Business and geographical segments Business segments For management purposes, the Group is currently organised into two business segments - advisory services, and investing. These business segments are the basis on which the Group reports its primary segment information. Segment information about these businesses is presented below.
Advisory Consolidated
services Investing Eliminations Period from
Period Period from Period from 7 June 2005
from 7 June 7 June 2005 7 June 2005 to to 31
2005 to 31 to 31 31 December December
December 2005 December 2005 2005 2005
US $ US $ US $ US $
REVENUE
External advisory
fees 319,673 - - 319,673
Inter-segment fees - 278,052 (278,052) -
----------------------------------------------------
Total revenue 319,673 278,052 (278,052) 319,673
Other operating
income 8,729 - 8,729
Administrative
expenses (250,048) (1,659,760) 277,669 (1,632,139)
----------------------------------------------------
Segment result 78,354 (1,381,708) (383) (1,303,737)
Fair value gain on
investments 22,224 3,527,870 - 3,550,094
Interest income 84 90,882 - 90,966
Other gains and
losses - (35,287) 383 (34,904)
----------------------------------------------------
Profit before tax 100,662 2,201,757 - 2,302,419
Income taxes (27,000) - - (27,000)
----------------------------------------------------
Profit after tax 73,662 2,201,757 - 2,275,419
----------------------------------------------------
OTHER INFORMATION
Segment assets 420,302 24,278,188 (280,044) 24,418,446
Segment
liabilities 346,642 287,721 (280,044) 354,319
Additions to
fixtures, fittings
and equipment 11,037 17,723 - 28,760
Depreciation 552 1,781 - 2,333
Advisory fees settled
in equity
instruments - 20,655 - 20,655
Geographical segments The Group's operations are located in the United States and the United Kingdom. The following table provides an analysis of the Group's advisory fees by geographical location of the investment.
Advisory fees by
geographical location
----------------------
US $
United States 304,863
United Kingdom 14,810
----------------------
319,673
======================
The following is an analysis of the carrying amount of segment assets, and additions to fixtures, fittings and equipment, analysed by the geographical area in which the assets are located:
Carrying Additions to
amount of fixtures, fittings
segment assets and equipment
-------------------------------------------
US$ US$
United States 24,278,486 28,760
United Kingdom 139,960 -
-------------------------------------------
24,418,446 28,760
===========================================
5. Profit before tax
Profit before tax has been arrived at after charging/(crediting):
Group Company
Period from Period from
7 June 2005 to 7 June 2005 to
31 December 2005 31 December 2005
US$ US$
-------------------------------------------
Net foreign exchange
losses/(gains) (34,904) (35,287)
===========================================
Depreciation of equipment 2,333 1,781
===========================================
Staff costs (note 6) 520,090 335,211
===========================================
Auditors' remuneration -
audit services 86,000 76,000
===========================================
Auditors' remuneration -
advisory services 254,246 254,246
===========================================
A further US$338,995 of auditors advisory fees relating to the IPO have been charged directly against the share premium account (note 16). 6. Staff costs The average monthly number of employees (including executive directors) was:
2005
------------------
Number
Amphion Innovations plc and Amphion Innovations
US Inc. (employees and costs are shared) 6
Amphion Innovations UK Limited 1
------------------
Total for the Group 7
==================
Group Company
2005 2005
------- ---------
Their aggregate remuneration comprised: US $ US $
Wages and salaries 475,301 313,045
Social security costs 36,307 22,166
Other pension costs 8,482 -
----------------------------
520,090 335,211
============================
7. Interest income
Group Company
Period from Period from
7 June 2005 to 7 June 2005 to
31 December 2005 31 December 2005
------------------------------------
US $ US $
Interest income 90,966 90,760
------------------------------------
90,966 90,760
====================================
8. Income tax expense
Group
Period from
7 June 2005 to
31 December 2005
------------------
US $
Isle of Man income tax -
Tax on US subsidiary 27,000
Tax on UK subsidiary -
------------------
Current tax 27,000
==================
The Company is exempt from Isle of Man taxation under the terms of the Income Tax (Exempt Companies) Act 1984. No provision for Isle of Man taxation is therefore required. The Company is treated as a Partnership for U.S. federal and state income tax purposes and, accordingly, its income or loss is taxable directly to its partners. Local taxes are payable by the Company based on its New York City taxable net income. The Company has two subsidiaries in the USA and UK, respectively. The US subsidiary, Amphion Innovation US Inc., is a Corporation and therefore taxed directly. The UK subsidiary, Amphion Innovations UK Limited, is liable to UK Corporation tax at rates up to 30% on its taxable profits and gains. The charge for the period can be reconciled to the profit per the consolidated income statement as follows:
US $
Profit before tax 2,302,419
====================
Tax at the Isle of Man income tax rate of 0% -
Effect of different tax rates of subsidiaries
operating in other jurisdictions 27,000
--------------------
Current tax 27,000
====================
9. 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 Period from
---------- 7 June 2005 to
31 December 2005
--------------------
US $
Earnings for the purposes of basic and diluted
earnings per share (profit for the period
attributable to equity holders of the parent) 2,275,419
====================
Number of shares
-----------------
Period from
7 June 2005 to
31 December 2005
--------------------
Weighted average number of ordinary shares for
the purposes of basis earnings per share 91,305,759
Effect of dilutive potential ordinary shares:
Share options 600,000
--------------------
Weighted average number of ordinary shares for
the purposes of diluted earnings per share 91,905,759
====================
10. Fixtures, fittings and equipment
Group Company
Fixtures, fittings Fixtures, fittings
and equipment and equipment
------------------------------------------
COST US $ US $
Additions 15,714 4,677
Acquisition of business 13,046 13,046
------------------------------------------
At 31 December 2005 28,760 17,723
------------------------------------------
ACCUMULATED DEPRECIATION
Charge for the period 2,333 1,781
------------------------------------------
At 31 December 2005 2,333 1,781
------------------------------------------
CARRYING AMOUNT
At 31 December 2005 26,427 15,942
==========================================
11. Subsidiaries
Details of the Company's subsidiaries at 31 December 2005 are as
follows:
Place of
incorporation Proportion Proportion of
Name of (or registration) ownership voting Principal
subsidiary and operation interest power held activity
----------------------------------------------------------------------
% %
Consolidated
-------------
Amphion Innovations
US Inc. Delaware, USA 100 100 Advisory
services
Amphion Innovations England &
UK Limited Wales 100 100 Advisory
services
Unconsolidated
(included in
Investments)
---------------
Motif BioSciences
Inc. Delaware, USA 51.28* 57.44 Population
genetics
* Fully diluted.
12. Investments
At fair value through profit and loss
Group
31 December 2005
Unrealised
Fair Value Cost gain/(loss)
US $ US $ US $
Public companies:
Axcess International Inc. 1,277,290 1,759,521 (482,231)
Beijing Med-Pharm Corporation 2,608,380 1,112,100 1,496,280
Private companies:
Durham Scientific Crystals, Inc. 1,812,673 1,812,673 -
FireStar Software Inc. 2,764,356 2,778,856 (14,500)
Motif BioSciences Inc. 6,390,859 4,451,945 1,938,914
Supertron Technologies Inc. 1,212,357 1,183,768 28,589
WellGen, Inc. 5,112,500 4,529,458 583,042
-----------------------------------
21,178,415 17,628,321 3,550,094
===================================
Company
31 December 2005
Unrealised
Fair Value Cost gain/(loss)
US $ US $ US $
Public companies:
Axcess International Inc. 1,277,290 1,759,521 (482,231)
Beijing Med-Pharm Corporation 2,608,380 1,112,100 1,496,280
Private companies:
Durham Scientific Crystals, Inc. 1,812,673 1,812,673 -
FireStar Software Inc. 2,764,356 2,778,856 (14,500)
Motif BioSciences Inc. 6,390,859 4,451,945 1,938,914
Supertron Technologies Inc. 1,136,365 1,130,000 6,365
WellGen, Inc. 5,112,500 4,529,458 583,042
-----------------------------------
21,102,423 17,574,553 3,527,870
===================================
Group
31 December 2005
Fair Value Cost Unrealised
US $ US $ US $
Shares 15,923,825 13,028,246 2,895,579
Promissory notes 693,348 693,348 -
Warrants & options 4,561,242 3,906,727 654,515
-----------------------------------
21,178,415 17,628,321 3,550,094
===================================
Company
31 December 2005
Fair Value Cost Unrealised
US $ US $ US $
Shares 15,923,825 13,028,246 2,895,579
Promissory notes 693,348 693,348 -
Warrants & options 4,485,250 3,852,959 632,291
-----------------------------------
21,102,423 17,574,553 3,527,870
===================================
At 31 December 2005 the two publicly traded companies, Axcess International Inc. ("Axcess") and Beijing Med-Pharm Corporation ("Beijing"), are valued based on their last quoted closing prices. In regard to the Group's valuation of Axcess and Beijing, the directors have assumed an orderly sale of the stock over an extended period of time and have therefore chosen not to apply a discount to the quoted market price. Durham Scientific is valued at cost. FireStar, Motif, Supertron and WellGen are valued using the latest offering price from recently executed financing transactions by those companies. Warrants for all companies are valued at the valuation price less the warrant exercise price plus a factor for the time value of the warrant. The time value factor is based on the premise that an in-the-money ten year warrant is worth half the exercise price. The Company owns more than 50% of Motif BioSciences Inc. and should consolidate its financial statements with those of the company under IAS 27 Consolidated and Separate Financial Statements. However, the directors believe that the presentation on an unconsolidated basis presents a fairer presentation of the Company's position. Had the subsidiary, Motif BioSciences Inc., been consolidated, the investment in and the amounts owed by the unconsolidated subsidiary stated in the consolidated balance sheet of US$6,390,859 and US$138,008 respectively, would have been replaced by increases in various assets and liabilities with a corresponding net decrease in consolidated reserves of US$5,818,820 and the consolidated profit for the financial period would have been decreased by US$2,307,689. The Group's ownership percentages of the investments are as follows:
Fully-diluted
ownership
Country of incorporation %
Axcess International,
Inc. United States of America 6.68
Beijing Med-Pharm Corporation United States of America 2.72
Durham Scientific Crystals
Limited England & Wales 28.60
FireStar Software, Inc. United States of America 9.80
Motif BioSciences, Inc. United States of America 51.28
Supertron Technologies, Inc. United States of America 27.38
WellGen, Inc. United States of America 17.92
13. Other financial assets Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less. Credit risk The Group's principal financial assets are bank balances and cash, other receivables and investments. The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies. The Group has no significant concentration of credit risk. Market and liquidity 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, such as liquidity, will have an adverse impact on the Group's financial position or results. The principal market 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. 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. 14. Trade and other payables - Group Trade and other payables principally comprise amounts outstanding for purchases and ongoing costs.
15. Share capital
2005 2005
------------------------
GBP US $
Authorised:
150,000,000 ordinary shares of 1p each 1,500,000
==============
Issued for acquisition of business (note 17):
70,000,000 ordinary shares of 1p each 700,000 1,260,000
Issued for cash:
23,639,455 ordinary shares of 1p each 236,395 425,160
-------------------------
936,395 1,685,160
=========================
Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting. There is a Lock-In Agreement, dated 16 August 2005, between the company, Westhouse (the company's broker), Nabarro Wells (the company's nominated advisor), Amphion Capital Partners LLC, the directors and certain applicable employees holding ordinary shares which states that for a period of 24 months immediately following the admission to AIM, they will not make a sale or disposal except through the broker of the company to maintain an orderly market in the ordinary shares. The Company was incorporated with an authorised share capital of GBP 2,000, comprising 200,000 ordinary shares of 1p each. The Company issued two ordinary shares of 1p each on incorporation on 7 June 2005. On 29 June 2005, the authorised share capital of the Company was increased to GBP 850,000 by the creation of 84,800,000 ordinary shares of 1p each. On 16 August 2005, the authorised share capital of the Company was increased to GBP 1,500,000 by the creation of 65,000,000 ordinary shares of 1p each. Per the Contribution Agreement between Amphion Innovations plc and Amphion Capital Partners LLC dated 16 August 2005, the Company issued 69,999,998 ordinary shares to Amphion Capital Partners LLC in return for the transfer of substantially all of Amphion Capital Partners LLC's assets and liabilities (see note 17). On 23 August 2005, the Company issued 20,000,000 ordinary shares in relation to its initial public offering at 25p per share. On 8 December 2005, the Company issued 3,639,455 ordinary shares from its second offering at 27.5p per share. 16. Issue costs The Company incurred costs of US$1,597,807 relating to the issue of shares which included the acquisition of a business and the issue of shares in an IPO on the Alternative Investment Market. The costs were primarily for professional advisory fees. These equity transaction costs were deducted from equity in accordance with IAS 32, Financial Instruments Disclosure and Presentation. 17. Acquisition of business On 23 August 2005, the Group acquired substantially all of the assets and liabilities of Amphion Capital Partners LLC relating to its business of creating, operating and financing life science and technology companies in partnership with corporations, governments, universities and entrepreneurs for consideration of 70,000,000 ordinary shares of the Company. The Company has recorded the transaction and the ordinary shares issued at the carrying value of the net assets purchased of US$12,466,111. At the time of the acquisition, Amphion Innovations plc was a wholly owned subsidiary of Amphion Capital Partners LLC. Therefore, the Company is applying the scope exclusion from IFRS 3 Business Combinations for business combinations involving entities under common control. The relief from the requirements to record the premium in accordance with section 46 of the Isle of Man Companies Acts 1931-2004 is provided by the Isle of Man Companies Acts 1931-2004 "Companies (Share Premium Account) Regulations 2001. The regulation allows the issuing company to record the premium on the shares at the minimum premium value, which is the excess of the carrying value of the net assets transferred over the nominal value of the shares.
Carrying
value
----------------
US $
Investments 11,965,206
Deposits 123,605
Equipment 13,046
Other receivables 265,685
Prepaid expenses 25,243
Cash and cash equivalents 325,011
Trade and other payables (251,685)
----------------
Total consideration 12,466,111
================
Satisfied by:
Ordinary shares issued at nominal value (note 15) 1,260,000
Share premium 11,206,111
----------------
Total consideration 12,466,111
================
18. Operating lease arrangements
At the balance sheet date, the Group has outstanding commitments
under non-cancellable operating leases, which fall due as follows:
2005
----------------
US $
Within one year 225,750
In the second to fifth years inclusive 930,090
After five years 239,295
----------------
1,395,135
================
Operating lease payments represent rentals payable by the Company for its office property which was transferred from Amphion Capital Partners LLC in accordance with the Contribution Agreement, dated 16 August 2005 and rentals payable by Amphion Innovations UK Limited for its office space based in the United Kingdom. The term of the New York lease is seven years. Amphion Capital Partners LLC was required to give a security deposit of US$106,102 to the landlord which was transferred to the Company as part of the Contribution Agreement. After three years, the amount of the security deposit can be reduced. The Company recognised expenses of US$80,105 in respect of operating lease arrangements in the period from 7 June 2005 to 31 December 2005. The Group was required to give a security deposit of US$15,592 for its office space leased in the United Kingdom. 19. Share-based payments The Directors may issue options or warrants to officers, directors, employees, consultants, advisors and/or other persons contributing to the success of the Group. As of 31 December 2005, 600,000 warrants have been issued with an expiration date five years from the date of admission to the AIM. Four hundred thousand of the warrants were fully vested when issued. Two hundred thousand of the warrants vest on the first anniversary of the date of admission to the AIM.
2005
-----
Warrants Weighted
average
exercise
price
(in GBP)
Granted during the period 600,000 0.25
Outstanding at the end of the period 600,000 0.25
Exercisable at the end of the period 475,000 0.25
The warrants are recorded at fair value on the date of grant using the
Black-Scholes model. The inputs into the model are as follows:
2005
US $
Weighted average share price 0.45
Weighted average exercise price 0.45
Expected volatility 70%
Expected life 5 years
Risk free rate 4.30%
Expected dividends -
Expected volatility was determined by the volatility used by comparable companies. The Company and Group recognised total costs of US$130,815 related to equity-settled share-based payment transactions in 2005. Of that amount, US$110,160 was charged against equity as the share-based payments were directly attributable to the issue of the equity instruments. The remaining US$20,655 was expensed in the income statement during the period. 20. 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 period from 7 June 2005 to 31 December 2005. The UK subsidiary is in the process of setting up a pension scheme. The total pension expense recognised in the income statement of US$8,482 represents contributions payable to this plan. 21. Events after the balance sheet date On 1 January 2006, Frank Cary passed away. He was a director of Amphion Innovations plc. In January and February 2006, the Company purchased four notes from FireStar Software Inc. for US$500,000. In February 2006, the Company purchased 10,000 shares of Series B Preferred Stock from WellGen Inc. for US$20,000. 22. 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 for Motif BioSciences, Inc. ("Motif") such as payroll and other office expenses. The Group has also entered into an agreement with Motif to rent an office from the Group for which they are charged US$550 a month. At 31 December 2005, the amount owed by Motif to the Group is US$82,701. A subsidiary of the Company has entered into an agreement with Axcess International Inc. ("Axcess") to provide advisory services. Richard Morgan and Robert Bertoldi, directors of the company, are also directors of Axcess. Amphion Innovations US Inc. will receive an annual fee of US$90,000 pursuant to this agreement, which expires on 31 December 2005. Amphion Innovations US Inc.'s fee for the period ended 31 December 2005 was US$22,500 of which US$7,500 was still due at 31 December 2005. A subsidiary of the Company has entered into an agreement with Durham Scientific Crystals Inc. ("DSC") to provide advisory and consulting services. Richard Morgan, a director of the Company, is also a director of DSC. 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 DSC in that month and expires on 21 September 2008. Amphion Innovations US Inc. received US$14,810 during the period ended 31 December 2005. A subsidiary of the Company has entered into an agreement with FireStar Software Inc. ("FireStar") to provide advisory and consulting services. Richard Morgan, a director of the Company, is also a director of FireStar. The annual fee under this agreement is US$240,000 and expires 31 March 2006. Amphion Innovations US Inc.'s fees for the period ended 31 December 2005 were US$185,161 which includes a bonus fee of US$100,000 receivable after FireStar reached a financing milestone. The total of US$185,161 is still due from FireStar at 31 December 2005. A subsidiary of the Company has entered into an agreement with Motif BioSciences Inc. ("Motif") to provide advisory and consulting services. Richard Morgan, a director of the Company, is also a director of Motif. The annual fee for the services is currently US$120,000 but will increase to US$240,000 when Motif's next financing milestone is met. The agreement expires on 1 April 2006. Amphion Innovations US Inc.'s fee for the period ended 31 December 2005 was US$30,000 and was not paid as of 31 December 2005. A subsidiary of the Company has entered into an agreement with Supertron Technologies Inc. ("Supertron") to provide advisory and consulting services. Robert Bertoldi, a director of the Company, is also a director of Supertron. The annual fee under this agreement is currently US$120,000 and expires on 5 October 2006. Amphion Innovations US Inc.'s fee for the period ended 31 December 2005 was US$43,226 of which US$10,000 was still due at 31 December 2005. A subsidiary of the Company has entered into an agreement with WellGen Inc. ("WellGen") to provide advisory and consulting services. Richard Morgan, a director of the Company, is also a director of WellGen. The fee under this agreement will be equal to 3% of the aggregate consideration or strategic partner relationship that WellGen enters into or commences prior to 31 December 2006 in which Amphion Innovation US Inc. participates in as an advisor. Amphion Innovations US Inc. did not receive any fee under this agreement during the period ended 31 December 2005, however they did receive US$21,688 as part of a separate agreement with WellGen.
The directors' direct ownership in the partner companies is as
follows:
Fully diluted
% owned by
Investment company directors
----------------------------------------------------------------------
Axcess International Inc. 2.96%
Beijing Med-Pharm Corporation 0.42%
FireStar Software, Inc. 1.58%
Motif BioSciences, Inc. 4.44%
WellGen, Inc. 5.55%
Directors' interests
The directors who held office at 31 December 2005 had the
following interests in the Company's ordinary share capital:
2005
Ordinary
shares
Richard M. Mansell-Jones 2,398,163
Richard C.E. Morgan 15,716,531
Robert J. Bertoldi 5,643,237
R. James Macaleer 19,769,248
Frank T. Cary 1,082,345
Anthony W. Henfrey 833,120
Aggregate directors' remuneration
The total amounts for directors' remuneration was as follows:
Period from
7 June 2005 to
31 December 2005
US$
Emoluments 311,367
Compensation for loss of office -
Gains on exercise of share options -
Amount receivable under long-term incentive schemes -
=================
Directors' emoluments and compensation
Group Group Group Period ended
Fees/Basic Benefits in Annual 31 December
salary kind bonuses 2005 total
US$ US$ US$ US$
Name of director
Executive - salary
Richard C.E. Morgan 129,519 3,946 - 133,465
Robert J. Bertoldi 99,254 5,404 - 104,658
Non-executive - fees
Richard M. Mansell-Jones 26,250 - - 26,250
R. James Macaleer 13,125 - - 13,125
Frank T. Cary 13,125 - - 13,125
Anthony W. Henfrey 13,250 - - 13,250
Ronald E. Thomas 7,494 - - 7,494
-----------------------------------------------
Aggregate emoluments 302,017 9,350 - 311,367
===============================================
23. Financial assets Other receivables - Company At the balance sheet date other receivables include amounts receivable from the fellow Group companies of US$266,047. 24. Financial liabilities - Company Trade and other payables Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. The directors consider that the carrying amount of trade payables approximates to their fair value. Notice The financial information set out above does not constitute the company's statutory accounts for the period from 7 June 2005 (incorporation) to 31 December 2005, but is derived from those accounts. Statutory accounts for the period from 7 June 2005 (incorporation) to 31 December 2005 will be delivered to the Registrar of Companies following the company's annual general meeting. The auditors have reported on those accounts; their reports were qualified 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 7 March 2006. 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. |
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