TIDMAMP
RNS Number : 9202X
Amphion Innovations PLC
03 September 2015
Amphion Innovations plc
Interim Results for the 6 months to 30 June 2015
London and New York, 3 September 2015 - Amphion Innovations plc
(LSE: AMP) ("Amphion" or the "Company"), the developer of medical
and technology businesses, today announces its unaudited interim
results for the six months to 30 June 2015 (the "Period").
Period Highlights
-- Successful IPO of Partner Company Motif Bio plc ("Motif")
-- Motif share price valued at 68.75 pence at Period-end, up from 20 pence at its IPO
-- Net Asset Value per ordinary share in the Company ("Ordinary
Shares") was 12.0p (US $0.19)* at Period-end, an increase from 0.7p
($0.01) per Ordinary Share at 31 December 2014
-- Raised GBP2.1 million through the placing of new Ordinary Shares and the exercise of warrants
-- Closed the Period with approximately US $1.7 million in cash
-- Reduced total liabilities by US $2.1 million during the Period
Post-Period Highlights
-- Motif raised GBP22 million in July following a placing of new
shares with institutional investors
-- Independent tests on Motif's antibiotic iclaprim showed it to
be effective in vitro against a range of Gram-positive bacteria and
16 times more potent than trimethoprim, an existing synthetic
antibiotic used to treat bacterial infections.
-- Kromek Group plc ("Kromek") raised GBP11 million in August
through a placing of new ordinary shares.
* Exchange rate at 30 June 2015 - 1.5727.
Richard Morgan, CEO of Amphion Innovations plc commented:
"The dramatic rise in our Net Asset Value per Share was mainly
due to the increase in the value of our holdings in Motif.
Following its successful IPO in April 2015, Motif concluded a
financing in July to raise GBP22 million, before expenses, in a
placing with several leading institutional investors, at a price
significantly higher than the IPO price. We believe Motif has a
very bright future and is now on its way to becoming a significant
player in the antibiotic market, which has a growing need for novel
therapies.
"We are committed to working closely with Motif to help it
achieve its goals. In addition, we now have the opportunity to move
forward one or two other Partner Companies and, for the first time
in many years, to begin to explore the possibility of adding to
Amphion's portfolio. We look forward to the future with renewed
confidence and to being able to report further progress with Motif,
DataTern, and other Partner Companies in due course."
Financial Results and Net Asset Value
Following the successful IPO of Motif on London's AIM market in
early April, Motif's share price rose sharply from 20 pence at the
IPO to 68.75 pence at the end of the reporting period. As a result,
the value of Amphion's holdings in Motif rose from US $13.2 million
at the end of December to US $46.5 million at the end of June.
During the Period, the share price of Kromek also recovered, from
34 pence to 43 pence at the end of June. These two changes,
combined with the reduction in total liabilities over the period,
were the main factors behind the substantial improvement in
Amphion's Net Asset Value per Ordinary Share, over the Period, to
12.3 pence at the end of June. While the prices of both Motif and
Kromek have fallen back since the end of June, the pro-forma NAV
per Ordinary Share is currently approximately 10 pence per Ordinary
Share. Both companies have completed substantial financings and now
have significant financial resources relative to their current
operating costs.
Revenue for the six-month period ended 30 June 2015 was US
$267,601, slightly higher than the US $240,000 recorded in the
first half of 2014. Revenue remained at about the same level as
last year and below prior periods mainly due to the absence of
licensing income from DataTern, the wholly-owned Amphion
subsidiary.
We have continued to cut costs wherever possible and the
leadership team has continued to work with reduced levels of
current cash compensation. Total administrative expenses were lower
than last year due in part to lower expenses in DataTern. As a
result, the operating loss for the Period was US $1,254,554
compared with US $1,769,275 as reported in the same period of last
year.
During the Period, the Company was able to raise capital from
the equity capital markets for the first time in seven years. In
April, holders of warrants associated with an institutional lender
elected to exercise all their warrants, generating approximately
GBP581,000 in net proceeds to the Company. In addition, in June,
the Company raised additional capital through a placing of new
Ordinary Shares, with net proceeds to the Company of circa GBP1.54
million before expenses. Partly as a result of these financing
activities, total liabilities decreased by over US $2 million over
the Period and the cash balance at the end of June was US $1.7
million.
Amphion's holding of intellectual property assets is valued at
amortised cost of US $352,558. In addition to the initial purchase
of these IP assets from our Partner Company FireStar Software,
Amphion has made additional substantial investment in these assets.
That investment has been expensed as incurred and the value of
those assets continues to be carried only at amortised historical
cost. The Directors believe that the realisable 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
significant profit. We believe that if we are successful in
concluding licensing agreements with the various infringing parties
at levels that meet our expectations, the Company's NAV per
Ordinary Share would be significantly higher.
Motif
On 2 April 2015, Motif successfully completed its IPO and
admission to AIM, raising GBP2.8 million at 20 pence per ordinary
share. On 23 June 2015, Motif concluded a conditional placing of 44
million new ordinary shares at a placing price of 50 pence per
ordinary share with institutional investors to raise GBP22 million.
On 22 July 2015, the FDA designated iclaprim as a Qualified
Infectious Diseases Product ("QIDP") for hospital acquired
bacterial pneumonia ("HABP"). This satisfied the final condition of
the placing, with admission of the 44 million new ordinary shares
occurring on 27 July 2015. On 22 July 2015, the Company also
reported that the FDA had also designated iclaprim as QIDP for
acute bacterial skin and skin structure infections ("ABSSSI"), the
second of two serious and life threatening infections for which
Motif applied for QIDP status. With QIDP designation, iclaprim is
now eligible for a total of 10 years of market exclusivity, making
this development an important step in continuing to build the value
of iclaprim for Motif and our investors.
Recently, on 24 August 2015, Motif announced the results of an
independent report from microbiology specialists, JMI Laboratories.
The report showed that iclaprim is effective in vitro against a
range of Gram-positive bacteria and iclaprim was found to be 16
times more potent than trimethoprim, the only other antibacterial
dihydrofolate reductase inhibitor ("DHFRi") administered alone in
today's market.
The decision by Motif to focus on its antibiotic programme has
proven to be timely given the growing recognition of the worldwide
problems caused by resistance. In July 2014, Prime Minister David
Cameron announced the launch of a global taskforce, under the
leadership of Jim O'Neill, to coordinate an international effort to
combat antibiotic resistant superbugs. Prime Minister Cameron
commented, "If we fail to act, we are looking at an almost
unthinkable scenario where antibiotics no longer work and we are
cast back to the dark ages of medicine where treatable infections
and injuries can kill once again". Motif's mission is to address
this global health crisis by developing new antibiotics that work
in different ways to those commonly used today.
Iclaprim has a novel mechanism of action and enjoys a number of
important clinical and commercial attributes, such as a low
propensity to develop resistance, which has been demonstrated in
vitro. Iclaprim was originally developed by Hoffman-La Roche Inc.
and completed comprehensive development in 2008, including two
Phase 3 trials with over 900 patients being treated, half of whom
were treated with this antibiotic. Although the FDA declined to
approve the drug at the time, despite having met the original goals
agreed with the agency, the FDA confirmed that they were satisfied
with the safety profile of iclaprim and this was confirmed in
Motif's April meeting with the agency. Motif is now planning to
begin a new Phase 3 trial in the next few months and is confident
the drug will meet the new endpoints. Subject to the necessary
regulatory approvals, Motif intends to begin marketing the drug in
2018.
DataTern and the Intellectual Property Licensing Programme
In April 2014, DataTern received a ruling from the Federal
Circuit Court of Appeal ("FCCA"), which its legal advisers
considered favorable. Following that ruling, DataTern submitted a
request to the FCCA for a reconsideration of certain aspects of the
ruling, which were denied in July 2014 and so the ruling received
in April became final. As a result, the case in New York was
terminated, with the result that the previously unfavorable Markman
ruling of August 2012 was, in the case of Microsoft, nullified.
In late December 2014, DataTern received a ruling from the FCCA
of its appeal in the MicroStrategy case that our legal advisers
considered to be clearly favorable. There are seven defendants in
the MicroStrategy case, which is now starting to move ahead. In May
2015 there was a hearing on two summary judgment motions filed by
the defendants and a ruling in that hearing has not yet been handed
down.
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The cases in Texas, which were on hold pending the Microsoft
appeal, are expected to move ahead again in the next six months and
we expect to have a Claim Construction hearing (often called a
Markman hearing) in Texas in 2016. Following some settlements and
dismissals there are now 5 defendants remaining in Texas.
Our legal team, supported by our extensive team of technical and
patent experts, continues to believe in the strength of the two
DataTern patents. Both of these key patents have completed a
comprehensive re-examination by the United States Patent and
Trademark Office ("USPTO") and successfully emerged both fully
validated and with additional claims added. It remains the firm and
considered opinion of our team that the two patents are both valid
and being infringed by a wide range of companies that are
practicing this critical art. We believe that a Claim Construction
ruling, which is fully reflective of our interpretation of the
claims of the patents, would establish significant infringement by
a large number of companies and we believe that we should be able
to generate a significant amount of revenue from this asset over
the next few years.
Under the revenue sharing agreement with DataTern, FireStar
Software (where the technology and patents were originally
developed) would share directly in the revenue stream.
Our goal is to arrive at fair licensing agreements with these
and other users of the technology in order to give DataTern and
FireStar a fair return on the substantial investment they have
made. If we are successful, we believe that the value of the net
income to DataTern should be substantially in excess of its
carrying value.
Building Value in Our Partner Companies
Since flotation, our basic business model has been to start and
build companies with high value potential 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 knowledge 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 a successful business model
and operating capabilities that can utilise the technology to
provide innovative products, generate revenue, and make profits. We
continue to see a lot of opportunity to build and, in due course,
extract value from our Partner Companies, in addition to the IP
licensing programme being pursued directly by DataTern.
Following the successful IPO for Motif on AIM in April 2015, we
have the opportunity to advance other Partner Companies and to
start to consider, for the first time in over five years, how best
to grow the Company in the future.
m2m is poised to make good progress. We anticipate being able to
expand the core business and we can see a number of ways in which
we can enlarge and improve the scope of the business by combining
with other emerging companies. MRI is a medical imaging modality
that is being increasingly used in pre-clinical investigations as
well as for clinical diagnostics. m2m has a number of patents on
the technology which is aimed at improving the diagnostic quality
of MRI images, and the company's leadership has identified a number
of pathways to expand its footprint in the general area.
Despite repeated profit warnings since Kromek's IPO, and the
disappointing performance of the share price, we continue to
believe that the company's technology platform has great potential.
With the acquisition of eV Products in 2013, Kromek gained one of
the leading cadmium zinc telluride ("CZT") production capabilities
in the world. As the cost of producing this material becomes
competitive with scintillator technology, the opportunity exists
for a lasting shift to CZT-based detector systems, bringing the
benefits of multispectral imaging to CT systems and nuclear
medicine where SPECT is used. Kromek has recently completed a
follow-on financing with institutional and other investors, raising
approximately GBP11 million before expenses through a placing of
new ordinary shares at 25 pence. Following the placing, Amphion's
ownership in Kromek has decreased to approximately 5.75%.
In April 2014, the case Axcess brought against Baker & Botts
LLP, the law firm, went to the jury which returned a verdict in
favour of Axcess of US $40.5 million. The judge then overruled this
verdict. Axcess is in the process of pursuing an appeal to the
Texas Court of Appeals, which should be heard in the next six
months. In parallel, we have worked closely with Axcess' legal
advisers to evaluate the extent to which all 13 patents in its
portfolio are being infringed. It is clear that many companies are
now offering products or services that incorporate some of the
basic wireless technology developed by Axcess over the last 15
years. A number of companies in the transportation, security, and
other sectors appear to be infringing one or more of these patents
and the company has recently initiated a claim for a licence from
one of the Fortune 500 companies where the analysis shows this to
be the case.
FireStar has continued to work on the development of its
patented technology, which was also the basis of the formation of
PrivateMarkets and is incorporated in its EdgeNode(TM) product.
PrivateMarkets, an Amphion Partner Company, offers an
Internet-based marketplace that links together a network of
potential buyers and sellers who trade specific physical
commodities. EdgeNode enables companies to facilitate low-cost,
secure, machine-to-machine messaging, in a novel architecture,
which is well suited to the needs of the healthcare and financial
industries. The current focus is moving increasingly towards
healthcare and in particular the potential productivity gains that
should be possible with use of the technology in managing data and
images so vital to clinical trials. With this change in focus we
may consider the opportunity to reintegrate the trading
applications licensed to PrivateMarkets back into FireStar so that
all the technology rights reside in the same company.
WellGen continues to explore the opportunity to develop a novel
functional beverage based on its patented anti-inflammatory
ingredient. The market for such products has been expanding rapidly
in recent years. The company signed a joint venture and supply
agreement with a US-based sports drink company that has established
distribution channels in the Mid-West of the United States, with an
opportunity to expand to other US markets and beyond.
Prospects
The success of the Motif IPO and the subsequent increase in the
value of our holding in Motif has been the driver behind a
significant increase in our Net Asset Value. It has also
demonstrated the value of our patient and persistent approach to
the development of our Partner Companies. Despite the sharp
increase in Motif's share price since the IPO, we believe that it
should be valued more in-line with comparable companies trading on
Nasdaq and that our holding could be worth considerably more than
the level shown on the balance sheet at the end of the period. We
continue to work closely with Motif to develop the business and
close the valuation gap.
The Board and management have supported Amphion through several
lean years but the fact that we have been able to raise fresh
equity capital is an encouraging development. Our stated goal is to
reduce the level of gearing or leverage on our balance sheet and we
are committed to doing so in ways that preserve as much of the
shareholder value we have managed to create through this support.
Following these developments, the Board is encouraged to progress
with the development of Amphion's other Partner Companies and the
IP licensing programme, and looks forward to the future with
confidence.
For further information please contact:
Amphion Innovations
Charlie Morgan
+1 212 210 6224
Yellow Jersey PR
Dominic Barretto / Charles Goodwin
+44 (0)7747 788 211
Panmure Gordon Limited
Freddy Crossley / Fred Walsh (Corporate Finance)
Charlie Leigh-Pemberton (Corporate Broking)
+44 020 7886 2500
Northland Capital Partners Limited (Joint Corporate Broker)
Gerry Beaney / David Hignell (Corporate Finance)
John Howes/ Mark Treharne (Corporate Broking)
+44 020 7382 1100
Plumtree Capital Limited
Stephen Austin
+44 020 7183 2493
+646 568 7502
Amphion Innovations
plc
Condensed consolidated
statement
of comprehensive income
For the six months
ended
30 June 2015
Unaudited Unaudited
Notes Six months Six months Audited
ended ended Year ended
30 June 30 June 31 December
2015 2014 2014
Continuing operations US $ US $ US $
Revenue 4 267,601 240,000 484,700
Cost of sales - - -
Gross profit 267,601 240,000 484,700
Administrative expenses (1,522,155) (2,009,275) (3,494,351)
Operating loss (1,254,554) (1,769,275) (3,009,651)
Fair value
gains/(losses)
on investments 8 34,807,904 (5,783,308) (9,927,978)
Interest income 342,657 419,467 849,384
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Other gains and losses (93,792) (426,678) 675,265
Finance costs (650,573) (544,893) (1,176,299)
Profit/(loss) before
tax 33,151,642 (8,104,687) (12,589,279)
Tax on profit/(loss) 6 - (63) (442)
Profit/(loss) for
the period 33,151,642 (8,104,750) (12,589,721)
-------------------- ---------------- ------------------------
Other comprehensive
income
Exchange differences
arising on translation
of foreign operations - 18 18
Other comprehensive
income/(loss)
for the period - 18 18
-------------------- ---------------- ------------------------
Total comprehensive
income/(loss)
for the period 33,151,642 (8,104,732) (12,589,703)
==================== ================ ========================
Earnings/(loss) per
share 7
Basic $ 0.21 US $ (0.06) US $ (0.09)
==================== ================ ========================
Diluted $ 0.15 US $ (0.06) US $ (0.09)
==================== ================ ========================
Amphion Innovations
plc
Condensed consolidated statement
of financial position
At 30 June 2015
Unaudited Unaudited Audited
30 June 30 June 31 December
Notes 2015 2014 2014
------------------ ---------------- -----------------------
US $ US $ US $
Non-current assets
Intangible assets 352,558 507,642 430,100
Security deposit 13,600 13,600 13,600
Investments 8 61,602,246 30,104,315 28,767,659
61,968,404 30,625,557 29,211,359
------------------ ---------------- -----------------------
Current assets
Prepaid expenses and
other receivables 2,648,118 3,634,487 2,569,380
Cash and cash equivalents 1,690,277 1,147,354 212,816
4,338,395 4,781,841 2,782,196
------------------ ---------------- -----------------------
Total assets 66,306,799 35,407,398 31,993,555
================== ================ =======================
Current liabilities
Trade and other payables 10,288,182 9,191,443 10,270,584
Notes payable 10 8,316,734 8,308,600 8,964,901
Convertible promissory
notes 10 8,694,834 - 10,189,891
27,299,750 17,500,043 29,425,376
------------------ ---------------- -----------------------
Non-current liabilities
Convertible promissory
notes 10 - 10,914,129 -
Notes payable 10 975,000 1,012,000 982,000
975,000 11,926,129 982,000
------------------ ---------------- -----------------------
Total liabilities 28,274,750 29,426,172 30,407,376
================== ================ =======================
Net assets 38,032,049 5,981,226 1,586,179
================== ================ =======================
Equity
Share capital 11 3,451,594 2,693,319 2,716,656
Share premium account 38,618,323 36,042,868 36,070,864
Translation reserve - - -
Retained earnings (4,037,868) (32,754,961) (37,201,341)
Total equity 38,032,049 5,981,226 1,586,179
================== ================ =======================
Amphion
Innovations
plc
Condensed consolidated statement
of changes in equity
For the six months
ended 30 June 2015
Unaudited
Foreign
Share currency
Share premium translation Retained
Notes capital account reserve earnings Total
----------- ------------ --------------- --------------- ---------------
US $ US $ US $ US $ US $
Balance at 1
January
2014 2,693,319 36,042,868 (13,396) (24,645,286) 14,077,505
Loss for the
period - - - (8,104,750) (8,104,750)
Exchange
differences
arising on
translation
of
foreign
operations - - 18 - 18
Total comprehensive
loss for the period - - 18 (8,104,750) (8,104,732)
----------- ------------ --------------- --------------- ---------------
Recognition of
share-based
payments - - - 8,453 8,453
Dissolution of
subsidiary - - 13,378 (13,378) -
Balance at 30
June
2014 2,693,319 36,042,868 - (32,754,961) 5,981,226
=========== ============ =============== =============== ===============
Balance at 1
January
2015 2,716,656 36,070,864 - (37,201,341) 1,586,179
Profit for the
period - - - 33,151,642 33,151,642
Exchange
differences
arising on
translation
of
foreign
operations - - - - -
Total comprehensive
income for the period - - - 33,151,642 33,151,642
----------- ------------ --------------- --------------- ---------------
Issue of share
capital 734,938 2,667,411 - - 3,402,349
Incremental
costs
directly
attributable
to issue of
shares 12 - (119,952) - - (119,952)
Recognition of
share-based
payments 13 - - - 11,831 11,831
Balance at 30
June
2015 3,451,594 38,618,323 - (4,037,868) 38,032,049
=========== ============ =============== =============== ===============
Amphion Innovations plc
Condensed consolidated statement
of cash flows
For the six months ended
30 June 2015
Unaudited Unaudited
Six months Six months Audited
ended ended Year ended
30 June 30 June 31 December
2015 2014 2014
------------------ ------------------------ ---------------------------
US $ US $ US $
Operating activities
Operating loss (1,254,554) (1,769,275) (3,009,651)
Adjustments for:
Depreciation of property,
plant and equipment - 308 308
Amortisation of intangible
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assets 77,542 77,542 155,084
Recognition of share-based
payments 29,015 8,453 98,377
(Increase)/decrease in prepaid
& other receivables (78,738) 19,709 1,084,816
Increase/(decrease) in trade
& other payables 17,598 (220,118) 859,021
Interest expense (650,573) (544,893) (1,176,299)
Other gains and losses 15,443 - 12,201
Income tax - (63) (442)
Net cash used in operating
activities (1,844,267) (2,428,337) (1,976,585)
------------------ ------------------------ ---------------------------
Investing activities
Interest received 342,657 419,467 849,384
Purchases of investments (139,799) (141,536) (286,259)
Receivables reclassified
to investments (106,041) - (2,663,291)
Proceeds from disposition
of investment 2,219,157 - -
Adjustment to note payable
for foreign exchange rate 104,725 328,293 (656,340)
Net cash from/(used in) investing
activities 2,420,699 606,224 (2,756,506)
------------------ ------------------------ ---------------------------
Financing activities
Proceeds on issue of shares,
net of issuance costs 3,265,213 - -
Proceeds on issue of promissory
notes 300,000 2,000,000 3,081,301
Proceeds on issue of convertible
promissory notes 227,061 1,042,165 1,302,561
Repayments of promissory
notes (955,167) - (455,000)
Repayments of convertible
promissory notes (1,826,843) - -
Net cash from financing activities 1,010,264 3,042,165 3,928,862
------------------ ------------------------ ---------------------------
Net increase/(decrease) in
cash and cash equivalents 1,586,696 1,220,052 (804,229)
Cash and cash equivalents
at the beginning of the period 212,816 353,964 353,964
Effect of foreign exchange
rate changes (109,235) (426,662) 663,081
Cash and cash equivalents
at the end of the period 1,690,277 1,147,354 212,816
================== ======================== ===========================
Amphion Innovations plc
Notes to the condensed consolidated financial statements
(Unaudited)
For the six months ended 30 June 2015
1. General information
The condensed consolidated interim financial statements for the
six months ended 30 June 2015 are unaudited and do not constitute
statutory accounts within the meaning of the Isle of Man Companies
Act 2006. The statutory accounts of Amphion Innovations plc for the
year ended 31 December 2014 have been filed with the Registrar of
Companies and contain an unqualified audit report which includes an
emphasis of matter relating to significant uncertainty in respect
of going concern and valuation of Partner Company investments.
Copies are available on the company's website at
www.amphionplc.com/reports.php.
2. Accounting policies
These condensed consolidated interim financial statements have
been prepared in accordance with the recognition and measurement
requirements of International Financial Reporting Standards
(IFRS).
The accounting policies applied by the Group are consistent with
those followed in the preparation of the Group's annual financial
statements for the year ended 31 December 2014. Changes to
accounting standards in the current year had no material
impact.
3. Use of judgements and estimates
The preparation of the Group's interim 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 interim 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 8, are all considered to be "Partner Companies".
Those "Partner Companies" categorised as Level 3 are defined as
investment in "Private Companies".
Fair value of financial instruments
The Directors use their judgement in selecting an appropriate
valuation technique for financial instruments not quoted in an
active market ("Private Investments"). 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 $9 million.
Fair value of other receivables
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. The recovery of the advisory fees due at 30 June 2015 of
US $0.9 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 the future growth plans and therefore generate enough cash
to be able to settle any outstanding debts.
4. Revenue
An analysis of the Group's revenue is as follows:
Six months ended Six months ended Year ended
30 June 2015 30 June 2014 31 December 2014
US $ US $ US $
Continuing operations
Advisory fees 210,000 240,000 480,000
License fees 57,601 - 4,700
267,601 240,000 484,700
========================= ============================= ==========================
A provision for doubtful accounts has been set up for US
$120,000 for the advisory fees accrued from Partner Companies and
US $120,000 of bad debt expense was recognised in the statement of
comprehensive income.
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. Segment information
For management purposes, the Group is currently organised into
three business segments - advisory services, investing, and
intellectual property. These business segments are the basis on
which the Group reports its primary segment information.
Information regarding these segments is presented below.
Advisory Investing Intellectual
services activities property Eliminations Consolidated
Six months Six months Six months Six months Six months
ended ended ended ended ended
30 June 2015 30 June 2015 30 June 2015 30 June 2015 30 June 2015
US $ US $ US $ US $ US $
REVENUE
External advisory
fees 210,000 - - - 210,000
External license
fees - - 57,601 - 57,601
---------------------- ----------------------
Total revenue 210,000 - 57,601 - 267,601
Cost of sales - - - - -
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---------------------- ---------------------- ---------------------- --------------------- -----------------------
Gross profit 210,000 - 57,601 - 267,601
Administrative
expenses (472,570) (668,081) (381,504) - (1,522,155)
---------------------- ---------------------- ----------------------
Segment result (262,570) (668,081) (323,903) - (1,254,554)
Fair value gains on
investments - 35,084,408 - (276,504) 34,807,904
Interest income - 342,657 - - 342,657
Other gains and
losses - (93,792) - - (93,792)
Finance costs (342) (625,634) (24,597) - (650,573)
Profit/(loss)
before tax (262,912) 34,039,558 (348,500) (276,504) 33,151,642
Income taxes - - - - -
---------------------- ---------------------- ----------------------
Profit/(loss)
after tax (262,912) 34,039,558 (348,500) (276,504) 33,151,642
Advisory Investing Intellectual
services activities property Eliminations Consolidated
Six
Six months months Six months Six months Six months
ended ended ended ended ended
30 June 30 June 30 June 30 June
30 June 2015 2015 2015 2015 2015
US $ US $ US $ US $ US $
OTHER
INFORMATION
Segment assets 11,705,260 60,892,631 396,170 (6,687,262) 66,306,799
Segment
liabilities 7,085,484 20,540,316 6,532,264 (5,883,314) 28,274,750
Amortisation - - 77,542 - 77,542
Recognition of
share-based
payments - 29,015 - - 29,015
5. Segment information, (continued)
For management purposes for 30 June 2014, the Group was
organised into three business segments - advisory services,
investing activities, and intellectual property.
Advisory Investing Intellectual
services activities property Eliminations Consolidated
Six months Six months Six months Six months Six months
ended ended ended ended ended
30 June 30 June
30 June 2014 30 June 2014 2014 2014 30 June 2014
US $ US $ US $ US $ US $
REVENUE
External advisory
fees 240,000 - - - 240,000
External license
fees - - - - -
---------------------- ----------------------
Total revenue 240,000 - - - 240,000
Cost of sales - - - - -
---------------------- ---------------------- ---------------------- --------------------- -----------------------
Gross profit 240,000 - - - 240,000
Administrative
expenses (593,770) (1,019,364) (396,141) - (2,009,275)
---------------------- ---------------------- ----------------------
Segment result (353,770) (1,019,364) (396,141) - (1,769,275)
Fair value losses on
investments - (5,783,308) - - (5,783,308)
Interest income - 419,467 - - 419,467
Other gains and
losses - (426,678) - - (426,678)
Finance costs - (514,818) (30,075) - (544,893)
Loss before tax (353,770) (7,324,701) (426,216) - (8,104,687)
Income taxes (63) - - - (63)
---------------------- ---------------------- ----------------------
Loss after tax (353,833) (7,324,701) (426,216) - (8,104,750)
Advisory Investing Intellectual
services activities property Eliminations Consolidated
Six
Six months months Six months Six months Six months
ended ended ended ended ended
30 June 30 June 30 June 30 June
30 June 2014 2014 2014 2014 2014
US $ US $ US $ US $ US $
OTHER
INFORMATION
Segment assets 3,847,271 35,867,334 549,897 (4,857,104) 35,407,398
Segment
liabilities 6,131,859 22,481,869 4,985,809 (4,173,365) 29,426,172
Depreciation 308 - - - 308
Amortisation - - 77,542 - 77,542
Recognition of
share-based
payments - 8,453 - - 8,453
5. Segment information, (continued)
Geographical segments
The Group's operations are located in the United States and the
United Kingdom.
The following table provides an analysis of the Group's advisory
fees by geographical location of the investment.
Advisory fees by
geographical location
------------------------------------------------
Six months ended Six months ended
30 June 2015 30 June 2014
US $ US $
United States 210,000 240,000
United Kingdom - -
210,000 240,000
================= =============================
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The following table provides an analysis of the Group's license
fees by geographical location.
License fees by
geographical location
-----------------------------------------------------------------
Six months Six months
ended ended
30 June 30 June
2015 2014
US $ US $
United
States 50,551 -
Europe 7,050 -
57,601 -
=============================== ================================
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:
Additions to fixtures,
Carrying amount fittings, and
equipment and intangible
of segment assets assets
------------------------ ---------------------------
Six months Six months Six months Six months
ended ended ended ended
30 June 30 June 30 June 30 June
2015 2014 2015 2014
US $ US $ US $ US $
United
States 13,733,409 25,611,034 - -
United
Kingdom 52,573,390 9,796,364 - -
66,306,799 35,407,398 - -
=========== =========== ============= ============
6. Income tax expense
Six months Six months
ended ended Year ended
31 December
30 June 2015 30 June 2014 2014
------------- ------------ -----------
US $ US $ US $
Isle of Man income tax - - -
Tax on US subsidiaries - 63 442
Current tax / refund - 63 442
============== ============ ===========
From 6 April 2006, a standard rate of corporate income tax of 0%
applies to Isle of Man companies, with exceptions taxable at the
10% rate, namely licensed banks in respect of deposit-taking
business, companies that profit from land and property in the Isle
of Man and companies that elect to pay tax at the 10% rate. No
provision for Isle of Man taxation is therefore required. The
Company is treated as a Partnership for U.S. federal and state
income tax purposes and, accordingly, its income or loss is taxable
directly to its partners.
The Company has three subsidiaries, two in the USA 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 Group charge for the period can be reconciled to the profit
per the consolidated income statement as follows:
US $
Profit before tax 33,151,642
========================
Tax at the Isle of Man income tax rate of 0% -
Effect of different tax rates of subsidiaries
operating in other jurisdictions -
Current tax -
========================
7. 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:
Six months Six months
Earnings ended ended Year ended
30 June 30 June 31 December
2015 2014 2014
----------------------- ------------------------------ -----------------------------
US $ US $ US $
Earnings for the
purposes of
basic and diluted
earnings
per share
(profit for the year
attributable
to equity holders of
the parent) 33,151,642 (8,104,750) (12,589,721)
======================= ============================== =============================
Number of shares
Six months Six months
ended ended Year ended
30 June 30 June 31 December
2015 2014 2014
----------------------- ------------------------------ -----------------------------
Weighted average number
of
ordinary shares for
the purposes of basic
earnings
per share 160,917,415 146,884,071 147,390,887
Effect of dilutive
potential
ordinary shares:
Share options 3,671,872 - -
Convertible
promissory notes 55,286,030 63,806,662 65,412,061
Weighted average number
of
ordinary shares for
the purposes of
diluted earnings
per share 219,875,317 210,690,733 212,802,948
======================= ============================== =============================
Share options that could potentially dilute basic earnings per
share in the future have not been included in the calculation of
dilute earnings per share because they are antidilutive.
8. Investments
At fair value through profit or loss
Group
----------------------------------------------------------------------------------
Level Level Level
1 2 3 Total
------------------- ------------------- ------------------- -------------------
US $ US $ US $ US $
At 1 January
2015 6,668,978 - 22,098,681 28,767,659
Investments during
the year - - 245,840 245,840
Disposition of
investment (2,219,157) - - (2,219,157)
Transfers between
levels 13,315,665 - (13,315,665) -
Fair value losses 34,807,904 - - 34,807,904
At 30 June 2015 52,573,390 - 9,028,856 61,602,246
=================== =================== =================== ===================
At 1 January
2014 15,579,671 - 20,166,416 35,746,087
Investments during
the year - - 2,949,550 2,949,550
Fair value losses (8,910,693) - (1,017,285) (9,927,978)
At 31 December
2014 6,668,978 - 22,098,681 28,767,659
=================== =================== =================== ===================
The Company is required to classify fair value measurements
using a fair value hierarchy that reflects the significance of the
inputs used in making the measurements. In the case of the Company,
investments classified as Level 1 have been valued based on a
quoted price in an active market. Investments classified as Level 2
have been valued using inputs other than quoted prices included
within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from
prices). Fair values of unquoted investments classified as Level 3
in the fair value hierarchy have been determined in part or in full
by valuation techniques that are not supported by observable market
prices or rates. Investment valuations for Level 3 investments have
been arrived at using a variety of valuation techniques and
assumptions. For instance where the fair values are based upon the
most recent market transaction but which occurred more than twelve
months previously, the investments are classified as Level 3 in the
fair value hierarchy.
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The net increase in fair value for the six months ended 30 June
2015 of US $34,807,904 is from the change in value of the public
companies and is based on quoted prices in active markets.
During 2015, securities with a carrying value of $46,528,082 at
30 June 2015 were transferred from Level 3 to Level 1 because the
securities were listed on the AIM of the London Stock Exchange in
April 2015 and are actively traded in the market. The securities
now have a published price quotation in an active market.
In June 2015, the Company sold 779,642 shares of Kromek Group
plc for total net proceeds of US $392,314 to partially repay the
loan facility.
In June 2015, the Company transferred 2,843,126 shares of Kromek
Group plc to a noteholder in exchange of US $1,042,724 of
convertible promissory notes. The exchange rights gave the
noteholder the right to exchange part or the whole note into Kromek
shares.
Fair value determination
The Directors have valued the investments in accordance with the
guidance laid down in the International Private Equity and Venture
Capital Valuation Guidelines. The inputs used to derive the
investment valuations are based on
8. Investments, (continued)
estimates and judgements made by management which are subject to
inherent uncertainty. As such the carrying value in the financial
statements at 30 June 2015 may differ materially from the amount
that could be realised in an orderly transaction between willing
market participants on the reporting date.
In making their assessment of fair value at 30 June 2015,
management has considered the total exposure to each entity
including equity, warrants, options, promissory notes, and
receivables.
Further information in relation to the directly held private
investment portfolio at 30 June 2015 is set out below:
Fair Unobservable
value Methodology inputs
----------
US $
Multiple methods used in combination
Private including: Discount to last Discount
investments 9,028,856 market price, (30%-100%),
discount to last financing round,
price of future financing round Price of
and third party fund raising.
valuation.
------------- ---------- ------------------------------------- ---------------
Given the range of techniques and inputs used in the valuation
process and the fact that in most cases more than one approach is
used, a sensitivity analysis is not considered to be a practical or
meaningful disclosure. Shareholders should note however that
increases or decreases in any of the inputs listed above in
isolation may result in higher or lower fair value
measurements.
9. Other financial assets and liabilities
The carrying amounts of the Group's financial assets and
financial liabilities at the statement of financial position date
are as follows.
30 June 2015 31 December 2014
Carrying Fair Carrying Fair
amount value amount value
US $ US $ US $ US $
Financial assets
Fair value through profit
or loss
Fixed asset investments - designated
as such upon initial recognition 61,602,246 61,602,246 28,767,659 28,767,659
Currents assets
Loans and receivables
Security deposit 13,600 13,600 13,600 13,600
Prepaid expenses and other
receivables 2,648,118 2,648,118 2,569,380 2,569,380
Cash and cash equivalents 1,690,277 1,690,277 212,816 212,816
Financial liabilities
Amortised cost
Trade and other payables 10,288,182 10,288,182 10,270,584 10,270,584
Notes payable 8,316,734 8,316,734 8,964,901 8,964,901
Convertible promissory notes 8,694,834 8,694,834 10,189,891 10,189,891
Notes payable 975,000 975,000 982,000 982,000
9. Other financial assets and liabilities, (continued)
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 30 June 2015 and 31 December 2014.
The following table sets out the fair values of financial
instruments not measured at fair value and analyses it by the level
in the fair value hierarchy into which each fair value measurement
is categorized at 30 June 2015.
Level Level Level
1 2 3 Total
US $ US $ US $ US $
------- --------------- ------ -----------------
Financial assets
Security deposit - 13,600 - 13,600
Prepaid expenses
and
other receivables - 2,648,118 - 2,648,118
Cash and cash equivalents - 1,690,277 - 1,690,277
- 4,351,995 - 4,351,995
----------------------------------- --------------- ------ -----------------
Financial liabilities
Trade and other
payables - 10,288,182 - 10,288,182
Notes payable - 8,316,734 - 8,316,734
Convertible promissory
notes - 8,694,834 8,694,834
Notes payable - 975,000 - 975,000
- 28,274,750 - 28,274,750
----------------------------------- --------------- ------ -----------------
10. Promissory notes
Convertible promissory notes
During 2015, US $227,062 (GBP148,994) additional convertible
promissory notes were issued in payment of the accrued interest
payable on the notes for the quarter ended 31 December 2014 and the
quarter ended 31 March 2015. In December 2014, holders of
GBP1,856,250 of convertible promissory notes requested to exercise
their exchange rights and exchange their shares into Kromek shares.
At 30 June 2015, 2,843,126 shares of Kromek were exchanged for
GBP1,161,597 of convertible promissory notes. At 30 June 2015, the
convertible promissory notes totaled US $8,694,834 and the warrants
issued totaled 11,057,208.
The net proceeds received from the issue of the convertible
promissory notes are classified as a financial liability due to the
fact that the notes are denominated in a currency other than the
Company's functional currency and that on any future conversion a
fixed number of shares would be delivered in exchange for a
variable amount of cash.
Promissory notes
In June 2014, the Company was granted a loan facility by an
institutional lender (the "Lender"). The Company has drawn down to
date a sum of US $3.3 million with a further draw down facility of
up to a maximum of US $10 million, subject to the consent of each
party. The facility is secured by part of Amphion's holding in
Kromek Group plc ("Kromek") and may be repaid at the Company's
discretion in cash, the issue of Amphion shares, or the payment of
Kromek shares where the Lender will be subject to certain
limitations including adherence to any existing lock-in and an
orderly market agreement. Repayment is on a monthly basis starting
on 1 September 2014 with final payment extended to 1 January 2016.
The interest rate of the loan is 12% per annum of the gross amount
provided to the Company. To date the Lender has received 15,239,477
3-year warrants in Amphion with exercise prices ranging from 3.5
pence to 4.375 pence per share. In April 2015, the lender exercised
all of the warrants for a total of
10. Promissory notes, (continued)
GBP580,843. In addition, Amphion has issued 1,113,616 3-year
simulated warrants to the lender at exercise prices ranging from
46.70 pence to 61.25 pence per share. If the Lender exercises the
warrants, Amphion will pay the difference between the exercise
price and the Kromek market price. The Company also paid a further
8% of the gross amount provided as an implementation fee. As part
of the loan facility, the Directors agreed to a Deed of
Postponement that regulates the Directors' rights in respect to the
repayment of any debt due to them from the Company. The Directors
agreed to defer payment of their debt by the Company until the loan
facility is repaid in full. The funds are to be used for working
capital for Amphion and its Partner Companies. At 30 June 2015, the
balance of the note is US $1,926,833.
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11. Share capital
Number GBP US $
---------------- ---------------- -----------------
Balance as at 31
December 2014 148,278,506 1,482,785 2,716,656
Issued and fully
paid:
Ordinary shares
of 1p each 344,471 3,445 5,287
Ordinary shares
of 1p each 2,148,243 21,482 33,060
Ordinary shares
of 1p each 1,298,646 12,986 19,599
Ordinary shares
of 1p each 15,239,477 152,395 225,905
Ordinary shares
of 1p each 29,311,230 293,112 451,087
Balance as at 30
June 2015 196,620,573 1,966,205 3,451,594
================ ================ =================
During the six months ended 30 June 2015, the following changes
occurred to the share capital of the Company:
On 16 February 2015, the Company issued 344,471 ordinary 1p
shares at a premium of 2.25 per share (US $11,896) to Directors in
payment of the 2015 first quarter Directors' fees.
On 3 March 2015, the Company issued 2,148,243 ordinary 1p shares
at a premium of 2.14 per share (US $70,749) to the institutional
lender in partial payment of the loan facility.
On 1 April 2015, the Company issued 1,298,646 ordinary 1p shares
at a premium of 1.66 per share (US $32,535) to the institutional
lender in partial payment of the loan facility.
On 10 April 2015, the Company issued 15,239,477 ordinary 1p
shares at premiums ranging from 2.5 to 3.375 per share (US
$635,114) in settlement of the exercise of warrants by the
institutional lender.
On 10 June 2015, the Company listed 29,311,230 ordinary 1p
shares at a premium of 4.25p per share (US $1,917,118).
12. Issue costs
The Company incurred costs of US $119,952 relating to the issue
of shares. The costs were primarily for fees paid to agents. These
equity transaction costs were deducted from equity in accordance
with IAS 32, Financial Instruments Disclosure and Presentation.
13. Share based payments
In 2006 the Group established the 2006 Unapproved Share Option
Plan ("the Plan") and it was adopted pursuant to a resolution
passed on 8 June 2006. Under this plan, the Compensation Committee
may grant share options to eligible employees, including Directors,
to subscribe for ordinary shares of the Company. The number of
Shares over which options may be granted under the Unapproved Plan
cannot exceed ten percent of the ordinary share capital of the
Company in issue on a fully diluted basis. The Plan will be
administered by the Compensation Committee. The number of shares,
terms, performance targets and exercise period will be determined
by the Compensation Committee. During 2015, no options were issued
under the Plan.
2015
Weighted
average
Number of exercise
share options price (in GBP)
Outstanding at beginning of period 15,950,000 0.07
Granted during the period - -
Cancelled during the period - -
Expired during the period - -
Outstanding at the end of the period 15,950,000 0.07
======================
Exercisable at the end of the period 11,516,667 0.09
Options are recorded at fair value on the date of grant using
the Black-Scholes model. The Group recognised total costs of US
$11,831 relating to equity-settled share-based payment transactions
in 2015 which were expensed in the statement of comprehensive
income during the period.
14. Related party transactions
Transactions between the Company and its subsidiaries, which are
related parties of the Company, have been eliminated on
consolidation and are not disclosed in this note. Details of
transactions between the Group and other related partners are
disclosed below.
During the period, the Group paid miscellaneous expenses for
Motif BioSciences, Inc. ("Motif") such as office expenses. At 30
June 2015, the amount due from Motif is US $2,499.
A subsidiary of the Company has entered into an agreement with
Axcess International, Inc. ("Axcess") to provide advisory services.
Richard Morgan and Robert Bertoldi, Directors of the Company, are
also Directors of Axcess. Amphion Innovations US Inc. will receive
a monthly fee of US $10,000 pursuant to this agreement. The
agreement is effective until 1 March 2016 and will renew on an
annual basis until terminated by one of the parties. The monthly
fee is suspended for any month in which Axcess' cash balance falls
below US $500,000. Amphion Innovations US Inc. received no fee
during the period ended 30 June 2015.
A subsidiary of the Company has entered into an agreement with
Motif BioSciences, Inc. ("Motif") to provide advisory and
consulting services. Richard Morgan and Robert Bertoldi, Directors
of the Company, are also Directors of Motif. The annual fee for the
services is US $240,000. The agreement was effective until 1 April
2015. Amphion Innovations US Inc.'s fee for the period ended 30
June 2015 was US $60,000. At 30 June 2015, US $20,000 of the
advisory fees remains payable by Motif. On 1 April 2015, Motif Bio
plc entered into an Advisory and Consultancy Agreement with Amphion
Innovations US Inc. The consideration for the services is US
$120,000 per annum. In the event that Motif Bio plc raises a
minimum of GBP5,000,000 in gross proceeds on AIM Admission or a
secondary raise, a one-time payment of US $300,000 will be paid to
Amphion Innovations US Inc. The agreement is for an initial period
of twelve months and will automatically renew each year on the
anniversary date unless either party notifies the other by giving
90 days written notice prior to expiration. In addition, on 1 April
2015, Motif Bio plc entered into a
14. Related party transactions, (continued)
Consultancy Agreement with Amphion Innovations plc for Robert
Bertoldi, an employee of Amphion Innovations plc, to provide
services to the Group. The consideration for the services is US
$5,000 per month. The agreement is for an initial period of twelve
months and will automatically renew each year on the anniversary
date unless either party notifies the other by giving 90 days
written notice prior to expiration. The fees for the period ended
30 June 2015 were US $45,000. At 30 June 2015, US $15,000 of the
fees was deferred.
A subsidiary of the Company has entered into an agreement with
m2m Imaging Corp. ("m2m") to provide advisory and consulting
services. Robert Bertoldi, a Director of the Company, is also a
Director of m2m. The quarterly fee under this agreement is US
$45,000. This agreement renews on an annual basis until terminated
by either party.
Amphion Innovations US Inc.'s fee for the period ended 30 June
2015 was suspended. At 30 June 2015, US $630,000 of the advisory
fees remain payable by m2m. This balance has been reduced by a
provision for doubtful debts in the amount of $600,000.
A subsidiary of the Company has entered into an agreement with
WellGen, Inc. ("WellGen") to provide advisory and consulting
services. Richard Morgan and Robert Bertoldi, Directors of the
Company, are also Directors of WellGen. The fee under this
agreement is US $60,000 per quarter. The agreement renews annually
until terminated by either party. The subsidiary's fee for the
period ended 30 June 2015 was US $120,000. At 30 June 2015, US
$1,440,000 of the advisory fees remain payable. This balance has
been reduced by a provision for doubtful debts in the amount of US
$600,000.
A subsidiary of the Company has entered into an agreement with
PrivateMarkets, Inc. ("PrivateMarkets") to provide advisory
services. Richard Morgan, a Director of the Company, is also a
Director of PrivateMarkets. The fee under this agreement is US
$30,000 per quarter until the successful sale of at least US
$3,000,000 and thereafter, US $45,000 per quarter. This agreement
will renew annually unless terminated by either party. The
subsidiary's fee for the period ended 30 June 2015 was suspended.
At 30 June 2015, US $770,000 remains payable from PrivateMarkets.
The payable has been reduced by a provision for doubtful debts in
the amount of US $770,000.
Amphion Innovations US Inc. has entered into an agreement with
DataTern, Inc. ("DataTern") (a wholly owned subsidiary of the
Company) to provide advisory and consulting services. Richard
Morgan and Robert Bertoldi, Directors of the Company, are also
Directors of DataTern. The quarterly fee under this agreement is US
$60,000 and renews annually unless terminated by either party. The
subsidiary's fee for the period ended 30 June 2015 was
suspended.
During 2013 Richard Morgan, a Director of the Company, advanced
US $190,000 to a subsidiary of the Company under promissory notes.
The promissory notes accrue interest at 5% per annum and are
payable in three years. In 2010, Richard Morgan advanced US
$352,866 to the Company. In July 2014, the balance of this advance
was converted into a demand note that accrues interest at 5% per
annum. At 30 June 2015, US $81,301 remains outstanding. The net
amount payable by the Group at 30 June 2015 to Richard Morgan is US
$2,220,590. The amount payable includes a voluntary salary
reduction of US $1,701,464, US $341,779 of which will be payable at
the discretion of the Board at a later date.
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