Amphion Innovations plc
London and New York, 17 April 2013 - Amphion Innovations plc (LSE: AMP) (“Amphion” or the “Company”), the developer of companies in the medical and technology sectors, expects to announce preliminary results for the twelve months to 31 December 2012 in the week beginning 24 June 2013.
With the exception of Kromek, outside financing has been difficult to obtain for our Partner Companies which has naturally restricted their activities. This has been reflected in the Group’s financial performance with revenue for the year expected to be lower than in 2011 and the loss for the year is expected to be higher due in part to further downward adjustments in the carrying value of holdings in several Partner Companies. The directors consider it prudent to take a more cautious approach to valuation given the unavailability of third party valuation metrics.
The substantial commitment we have made to the further expansion of DataTern’s intellectual property licensing programme has resulted in increased expenses. Also, as we reported in September 2012, the Claim Construction Order known as a Markman ruling has delayed progress with DataTern and further slowed the pace of settlements. Our legal team, supported by our extensive team of technical and patent experts, continues to believe that the ruling is not fully reflective of the claims of the patents, which have both completed a comprehensive re-examination by the USPTO and successfully emerged both fully validated and with additional claims added. The appeal of the ruling to the United States Court of Appeals for the Federal Circuit has now been filed and we are advised that we may see a ruling on the appeal by the end of the year. In addition we are continuing to prosecute the remaining cases against users of the technology in Texas. The court schedule for one of those cases currently includes a separate Markman hearing on 9 July 2013.
While the Markman ruling in New York has clearly been unhelpful, the investment that we have made in these programmes over the last few years has reinforced our belief that our technology is unique and our patents are important. Under the law (validated by the Supreme Court last year in a landmark case involving Microsoft) the patents enjoy the presumption of validity and can only be undermined by “clear and convincing evidence” which is a high standard. We see no reason to doubt the importance or the novelty of these inventions and the legitimacy of the patents that protect them.
Our goal in pursuing these and other cases has always been and remains to conclude fair license agreements with the parties in question in order to obtain a return on the considerable investment that has been made in this technology.
As a result of the investment in the DataTern programme and the reduction in the carrying value of various holdings, the Company’s Net Asset Value at the end of December 2012 is expected to be lower than at 30 June 2012 which was reported at $0.22 (£0.14). However, it is important to note that all the costs associated with the IP licensing programme have been expensed as incurred while the value of the associated assets are still carried at amortized historical cost (now about $750,000). We believe that if we are successful in concluding licensing agreements with the various infringing parties at levels that meet our expectations, the Net Asset Value per Share would be significantly higher than in June 2012.
In addition, although our current approach to valuation of our Partner Companies is very cautious, we continue to see the opportunity to extract additional value from these holdings. All seven of our Partner Companies are making some progress, depending on how much we have been able to invest when outside financing has not been available. Kromek is the one company that has managed to continue to attract additional outside financial support and the company has recently managed to conclude the acquisition of eV Products in the early part of this year. We believe this is an important strategic addition to Kromek’s growing portfolio of technology, patents, customers, and human resources and underpins the company’s pivotal position in the emerging market for CZT based imaging systems.
Financial support for Amphion since June 2012 has been provided, for the most part, by loans from the directors, additional contributions from the management team, and a Placing to investors in December 2012. We have continued to cut costs wherever possible and the leadership team has been working with much reduced levels of current cash compensation. Additional support by the directors is detailed in the Loan Extension section below. Our goal is to help the company get through this challenging period in the market to the point where we can begin to realize the fruits of our investment in DataTern and our Partner Companies.
We continue to have confidence in our business model, the strength of the IP programme, and the potential of each of our Partner Companies and we are working hard to develop and extract the inherent value in each one. While market conditions seem to be improving, it is too early to know if the more positive conditions of the last few months will continue. Given these recent improvements in the broader capital markets, we are closely watching for an opportunity to take advantage of a more supportive environment for technology and med-tech IPO’s. We remain focused on adapting and evolving new strategies to generate and extract value for our shareholders while looking for ways to capitalize on the better market conditions to raise capital for our Partner Companies and, in the process, strengthen our balance sheet.
R. James Macaleer, Chairman of Amphion, has agreed to extend the terms of his Notes totaling $6,308,600. The loan is now repayable on 31 December 2014 and continues to carry interest at 7 per cent per annum.
Mr. Macaleer’s 3,500,000 warrants have also been extended to expire on 31 December 2014. Each warrant entitles the holder to subscribe for one Ordinary Share at 8 pence per Ordinary Share.
This transaction is deemed a related party transaction for the purposes of AIM Rules. As a result, the Independent Directors consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
For further information please contact
Amphion Innovations plc
+1 212 210 6224
+44 (0)7900 927 650
Panmure Gordon Limited
Freddy Crossley / Grishma Patel (Corporate Finance)
Adam Pollock / Victoria Boxall (Corporate Broking)
+44 020 7886 2500
About Amphion Innovations plc
Amphion (LSE: AMP) builds shareholder value in emerging companies in the medical and technology sectors, by using a focused, hands-on company building approach, based on decades of experience in both the US and UK. Amphion has significant shareholding in 7 Partner Companies developing proven technologies targeting substantial commercial marketplaces. The Amphion model has been refined to optimise the commercialisation of patents and other intellectual property within the Partner Companies. The Partner Companies collectively own or control over 200 separately identified pieces of intellectual property, a number which grows rapidly each year.
On the web: www.amphionplc.com