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REG - Ceres Power Holdings - Final Results for the year ended 31 December 2021

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RNS Number : 0550F  Ceres Power Holdings plc  17 March 2022

 17 March 2022

 

 Ceres Power Holdings plc
 Final Results for the year ended 31 December 2021

 SIGNIFICANT PROGRESS DRIVES GROWTH AND INVESTMENT FOR FUTURE SCALE

 

 Ceres Power Holdings plc ("Ceres Power", "Ceres", the "Company" or the
 "Group") (AIM: CWR.L), a global leader in fuel cell and electrochemical
 technology, announces its final results for the year ended 31 December 2021.

 Phil Caldwell, CEO of Ceres Power commented: "The recent global volatility has
 only served to highlight the urgency for energy security around the world,
 with governments under increasing pressure to decarbonise their societies and
 hydrogen now widely acknowledged as an essential part of the route to net
 zero. We need a different energy landscape and Ceres' purpose to deliver
 technology that enables a clean and efficient energy future is absolutely
 aligned with that goal. We have made significant progress on our growth
 ambitions this year, to establish Ceres as a leading player in the sector."

 Financial highlights

 ·      Strong progress on major contracts has driven a 44% increase in
 revenue and other operating income to £31.7m for the year ended 31 December
 2021 (CY 2020(1): £21.9m)

 ·      Increased gross profit of £20.3m (CY 2020(1): £14.6m) at
 sector-leading gross margin of 66% (CY 2020(1): 67%) driven by our IP
 licensing model

 ·      £250m of cash and investments as at 31 December 2021 (Dec
 2020: £110m) following a successful fundraising in March netting proceeds
 of £179m to support growth into electrolysis for the production of green
 hydrogen

 Strategic highlights

 ·      Building manufacturing scale globally

 -       After the year end, Weichai, Bosch and Ceres signed China JV
 Heads of Terms; aimed at a third global manufacturing centre

 -       Bosch to invest €400m into its solid oxide fuel cell (SOFC)
 business in Germany between now and 2024

 -       Doosan announced 143.7bn won (c.£89m) investment to build an
 SOFC stack manufacturing plant in Korea

 ·      Embedding Ceres' technology in systems globally

 -       30kW stationary power system development with Weichai, extends
 applications alongside transportation

 -       Bosch installing ~100 small-scale stationary fuel cell power
 plants across Germany

 -       Doosan preparing soft launch of its 10kW SOFC system using
 Ceres' technology later in 2022

 -       Doosan signed a letter of intent with Shell and Hyundai Heavy
 Industries, to develop an SOFC marine system

 ·      Unique and valuable technology to address climate change

 -       First-of-a-kind solid oxide electrolyser (SOEC) 1MW-scale
 demonstrator in build to become operational in 2022

 -       Strong interest and discussions in progress with several
 potential commercial partners on SOEC

 -       Formation of Ceres Radar; first joint development with
 long-duration energy storage company RFC Power

 ·      Investment in our business

 -       Continued to attract and retain highly talented scientists and
 engineers, adding over 160 people in 2021

 -       "Investment in the future"(2) increased to £34.9m (CY2020
 £26.0m) driven by growth in SOEC investment

 -       Executive team strengthened with the addition of Eric Lakin
 (CFO), Deborah Grimason (General Counsel) and Caroline Hargrove (CTO)

 (1) Calendar Year 2020 (CY 2020) results for the 12 months ended 31 December
 2020 are an Alternative Performance Measure, as defined and reconciled to the
 Group's results for the 18 months ended 31 December 2020 in the non-GAAP
 section towards the end of this report.

 (2) "Investment in the future" defined as R&D costs, capitalised
 development and capital expenditure

 

 Financial Summary:                                     12 months ended 31 December 2021  12 months ended 31 December 2020  18 months ended 31 December 2020

                                                        Audited                           Unaudited(1)                      Audited
                                                        £'000                             £'000                             £'000
 Total revenue and other operating income, comprising:  31,700                            21,947                            32,987
 Licence fees                                           16,646                            7,748                             10,519
 Engineering services revenue                           6,777                             5,970                             10,866
 Provision of technology hardware                       7,353                             7,953                             10,297
 Other operating income                                 924                               276                               1,305
 Gross margin %                                         66%                               67%                               67%

 Adjusted EBITDA loss(2) - SOFC(3)                      (4,492)                           (8,312)                           (9,063)
 Adjusted EBITDA loss(2) - SOEC(3)                      (12,183)                          (1,643)                           (2,305)
 Adjusted EBITDA loss(2) - total Group                  (16,675)                          (9,955)                           (11,368)
 Operating loss                                         (23,430)                          (14,788)                          (17,634)

 Net cash used in operating activities                  (20,342)                          (2,257)                           (5,824)
 Net cash and investments                               249,584                           110,186                           110,186

 

 1. To assist users of the accounts with understanding the Group's underlying
 trading, unaudited calendar year results have been presented on a
 like-for-like basis with the comparative period covering the 12 months ended
 31 December 2020. CY 2020 results are reconciled to the results for the 18
 months ended 31 December 2020 in the non-GAAP section towards the end of this
 report.

 2. Adjusted EBITDA loss is an Alternative Performance Measure, as defined and
 reconciled to operating loss in the non-GAAP section at the end of this report

 3. Following the Group's decision to invest more heavily into solid oxide
 electrolysis cell (SOEC) technology, the separate disclosure of SOEC Adjusted
 EBITDA in addition to the Group's historical solid oxide fuel cell (SOFC)
 technology Adjusted EBITDA is considered to provide additional useful
 information to allow readers of the interim results to more fully understand
 the Group's performance. Adjusted EBITDA by segment is reconciled to operating
 loss in Note 3.

 

 Analyst presentation

 Ceres Power Holdings plc will be hosting a live webcast for analysts and
 investors on 17 March 2022 at 09.30 GMT. To register your interest in
 participating, please go to:
 https://www.investormeetcompany.com/ceres-power-holdings-plc/register-investor
 (https://www.investormeetcompany.com/ceres-power-holdings-plc/register-investor)
 .

 For further information please visit www.ceres.tech (http://www.ceres.tech) or
 contact:

 

 Ceres Power Holdings plc                      Tel: +44 (0)7932 023 283

 Elizabeth Skerritt

 Investec Bank PLC (NOMAD & Joint Broker)      Tel: +44 (0)207 597 5970

 Jeremy Ellis / Patrick Robb / Ben Griffiths

 Berenberg (Joint Broker)                      Tel: +44 (0)203 207 7800

 Ben Wright / Mark Whitmore

 FTI Consulting (Financial PR)                 Tel: +44 (0)203 727 1000

 Dwight Burden                                 Email: ceres_power@fticonsulting.com (mailto:Ceres_power@fticonsulting.com)

 About Ceres Power

 Ceres is a world-leading developer of electrochemical technologies: fuel cells
 for power generation, electrolysis for the creation of green hydrogen and
 energy storage. Its asset-light, licensing model has seen it establish
 partnerships with some of the world's largest engineering and technology
 companies, such as Weichai in China, Bosch in Germany, Miura in Japan, and
 Doosan in Korea, to develop systems and products that address climate change
 for power generation, transportation, industry, data centres and everyday
 living.  Ceres is listed on the AIM market of the London Stock Exchange
 ("LSE") (AIM: CWR) and is classified by the LSE Green Economy Mark, which
 recognises listed companies that derive more than 50% of their activity from
 the green economy.

 Chief Executive's Statement

 We have yet again delivered strong growth; with a 44% increase in revenue and
 other income compared with the 12 months ended 31 December 2020, a £179m
 fundraising completed to support an expanded strategy for green hydrogen, and
 a step-change in the ambition of our partners to scale our technology for mass
 production.

 It is the urgency of the climate change agenda that requires us to act now and
 to deploy clean technologies at scale and pace - and Ceres is achieving that
 through collaboration with some of the world's most progressive
 companies.

 Collaboration with global partners

 Having worked in the industry for almost 20 years, I can see the demand for
 hydrogen and fuel cell technologies has never been as great. This is down to a
 combination of three factors: the need for corporates to transition from
 existing technologies such as combustion engines towards a net zero future,
 government policies aligned with a low-carbon future and a shift in investing,
 providing unprecedented levels of capital for companies with strong ESG
 credentials. It is not a coincidence that Ceres' first commercial partnerships
 have been in locations with more progressive targets around climate action and
 ambitious plans for deployment of fuel cell and hydrogen technologies.

 Ceres aims to achieve scale through partnerships and the ecosystem is growing,
 with Bosch targeting 200MW of production capacity in Germany, Doosan
 installing 50MW as a first step of capacity in South Korea, and now a planned
 collaboration with Bosch and Weichai scaling up in China. Ceres has deep
 expertise in hydrogen and fuel cell technology, but to realise our ambition
 for our technology to impact the climate challenge, we must work with partners
 who know how to industrialise products for mass production on a global scale.

 Weichai, Bosch and Ceres form strategic collaboration for the Chinese market

 In February 2022, we were pleased to share our progress on the formation of a
 three-way collaboration with Weichai and Bosch to access the substantial
 opportunities that exist for fuel cell technologies in the Chinese market. We
 believe it could be the largest market for our technology as China addresses
 its goals towards a low-carbon future.

 History tells us that companies in China know how to scale, how to mass
 produce and how to drive down cost curves. Whilst China accounts for 30% of
 global emissions, it also represents a key part of how we achieve net zero.

 Following the period end, we signed non-binding Heads of Terms setting out
 plans for two separate joint ventures in Shandong Province, China.  It is
 intended that a three-way system Joint Venture ("System JV") will be set up
 for the development and manufacture of SOFC system products, with Weichai as
 the majority shareholder and Bosch and Ceres as minority shareholders. Ceres
 will invest around £20 million over time and hold a maximum 10% share with
 Board representation.

 Separately, a stack manufacturing JV ("Stack JV") will be jointly established
 between Bosch and Weichai, with Bosch as the majority shareholder. Ceres will
 not be a shareholder but will receive royalties from this JV on the sale of
 stacks. The Stack JV would be the second manufacturing facility for Bosch and
 is planned to follow its initial 200MW facility in Germany, where start of
 production is anticipated for 2024.

 We have every confidence in our collaboration with Weichai and, with the
 addition of Bosch's expertise in industrialisation and manufacturing, we have
 the potential to establish one of the strongest partnerships in the fuel cell
 industry globally.

 Market Opportunities

 Ceres has a proprietary technology that is truly reversible. Running in one
 direction it can use multiple fuels to generate power highly efficiently when
 and where you need it. Run in reverse, it generates green hydrogen at high
 efficiencies and low cost.

 We have established a leading technology position in fuel cells that is being
 demonstrated in multiple applications and geographies with established global
 partners. Now, we have the potential to address an even greater market for
 electrolysis through a highly efficient, low-cost production method for
 hydrogen in a market where the requirement for hydrogen is predicted to double
 each decade between 2030 and 2050.

 Across our energy systems, there is a need to reinforce power grids that are
 coming under increasing demand from electrification. Stationary fuel cell
 systems, such as those developed by Miura, Doosan and Bosch using Ceres' SOFC
 technology provides highly efficient, scalable, fuel-flexible and
 environmentally friendly power generation systems for use in many
 applications.  As an example, Bosch's product achieves electrical efficiency
 of over 60% and provides useful temperatures for heating and hot water,
 delivering a total efficiency greater than 85%.  The Bosch system is scalable
 providing flexible, decentralised power for cities, data centres, electrical
 charging infrastructure or in industrial or commercial settings. Bosch is
 aiming for production capacity of about 200 megawatts output per year from
 2024, enough to supply around 400,000 people with household electricity.

 In transportation, batteries are a good fit for lighter vehicles in an urban
 environment. As you require more power density for heavier vehicles a hybrid
 battery and fuel cell system, such as the 30kW range extender for buses and
 commercial vehicles we are developing with Weichai Power for the Chinese
 market, is ideal. Especially for high-utilisation, long-distance applications,
 or vehicles with heavy payloads.

 Similarly, in decarbonising heavier transportation such as shipping we are
 seeing strong interest in our fuel flexible technology as a route to
 decarbonisation. Ceres is working with two maritime consortia in the UK to
 carry out separate feasibility studies on the use of SOFC technology in ship
 architecture.  South Korea is one of the biggest shipbuilding nations in the
 world; here our partner Doosan has signed a letter of intent with Shell and
 the shipping division of Hyundai Heavy Industries, looking to apply Ceres'
 fuel cell technology to auxiliary and even prime propulsion in ships, with
 international shipping accounting for around 2% of global energy-related CO2
 emissions according to the International Energy Agency.

 Expanding our strategy

 Globally, industry accounts for 24% of carbon dioxide emissions and
 electrification is not a credible route to decarbonise many processes. For
 steel (accounting for 7% of global carbon emissions), ammonia and cement (2%
 each), hydrogen provides an economic solution to address parts of the energy
 system that cannot be directly electrified, where we rely on fossil fuels
 today.  We need to start working on these hard-to-abate areas now as they are
 significant problems with major infrastructure challenges.

 In early 2021, we took the decision to broaden the addressable market of the
 Company, moving into the production of green hydrogen using Ceres' technology
 through electrolysis. To do that we are committing £100 million to develop
 megawatt-scale, high-efficiency Ceres electrolysers.  Importantly, solid
 oxide electrolysers such as Ceres' aim to produce hydrogen at efficiencies
 around 20% greater than other technologies, in the range from mid-80s to 90%
 efficiency, where it is possible to make use of waste heat in industrial
 processes to drive this high efficiency.  We believe we have a pathway to
 produce green hydrogen at $1.5/kg, which is  the point at which electrolysis
 becomes competitive with blue and grey hydrogen produced using fossil fuels,
 at a price point that is key to making green hydrogen commercially viable.

 Estimates suggest hydrogen could eventually account for 18% of primary energy.
 That is a big opportunity - according to McKinsey it is a $2.5 trillion
 opportunity. In March last year, we raised £179m in the public markets to
 support our growth. I am seeing a change in the capital markets, certainly
 from when I took over as Chief Executive of Ceres in 2013, with recognition
 that greater investment is needed to scale companies like Ceres, and others,
 to meet the climate challenge.  I believe we have a very strong investment
 case.

 Our licensing business model differentiates us from a pure play fuel cell or
 electrolyser manufacturing company. As a licensing business, committed to
 delivering clean energy for a net zero future, it is imperative that alongside
 delivering our fuel cell and hydrogen electrolysis businesses, we continue to
 drive innovation to create future value, both through investment in further
 progressing our own technology and partnering in new areas, which are aligned
 with our purpose.  That is why we have now formed Ceres Radar, which is
 seeking to capitalise on the deep experience our team has built in identifying
 technologies aligned with our purpose where we can employ our expertise in
 technology development and licensing to accelerate these towards
 commercialisation.

 Our first investment, announced in November, is in long-duration energy
 storage with RFC Power, an early-stage company that has a strategy to develop
 the world's lowest-cost flow battery - a hybrid between a fuel cell and a
 battery that decouples power from energy.  Long-duration energy storage
 technologies, such as hydrogen and flow batteries, have an important role to
 play in decarbonising the energy system. Before we decide to increase our
 ownership, we are going to work with RFC for up to a year giving us time to
 get to know the Company and the technology and to understand the commercial
 opportunity.

 In meeting the challenge of the scale and pace required to meet a net zero
 future, not everything we do at Ceres will be organic. We now have
 considerable capability we can deploy into new areas in developing unique and
 often difficult and IP-rich technologies, and scaling through our licensing
 partnerships model.

 In March 2022, we announced a multi-million pound investment to establish a
 state-of-the-art fuel cell and electrolysis test facility in partnership with
 global engineering and testing consultancy, Horiba Mira. The agreement expands
 Ceres' test stand capacity and includes development of next-generation testing
 infrastructure to support Ceres' core technology and systems to be delivered
 at scale and pace with global partners.  The partnership combines
 best-in-class UK expertise and our commitment to grow jobs and value for the
 UK economy through delivering clean energy technology to global markets.

 Our people

 The war in Ukraine has put many things into perspective and at Ceres I feel so
 proud to be a high-growth UK company with such a talented, multi-cultural
 workforce, including team members from Ukraine. We went into lockdown in 2020
 with around 200 people and have emerged this year with over 500 passionate
 scientists and engineers operating across two sites in the UK and many now
 remotely, both in the UK and internationally.  At Ceres we have a strong
 culture and we were proud to be the recipient of a Queen's Awards for
 Enterprise in 2021 recognising our people's commitment to excellence in
 International Trade.

 To support the Company's growth, we also developed and launched a new Ceres
 Academy platform designed and tailored around our core purpose, strategy and
 values. It sits at the heart of nurturing and developing our people through
 onboarding, general e-learning and tailored high-potential programmes.  We
 also strengthened our management - with the arrival of Eric Lakin as Chief
 Financial Officer, Caroline Hargrove as Chief Technology Officer and Deborah
 Grimason as General Counsel and Company Secretary - who bring fresh
 perspective to our existing, talented team.

 I would like to take the opportunity to thank all the Ceres employees for
 their hard work during the year and add my personal thanks to Richard Preston,
 who became CFO as I joined the Company in 2013 and has made a major
 contribution to the success of the business over the last nine years.

 The UK is a science and technology powerhouse: as a nation we have invented
 some of the world's best technology that we still deploy widely around us
 today.  I believe the same thing can be true of hydrogen and fuel cell
 technology.  At Ceres we are world leaders in this technology, and through
 our global partners we can scale at pace to deliver clean energy for society
 and for all our benefit.

 Phillip Caldwell

 Chief Executive Officer

 

 

 Financial Review

 During 2020 we changed our accounting period end from 30 June to 31 December,
 and as a result we have prepared the prior period financial statements for the
 18 months ended 31 December 2020. To assist with understanding the underlying
 results of the business, we have also prepared a set of unaudited Calendar
 Year results for the 12 months to 31 December 2020 (CY2020) to compare with
 the 12 months ended 31 December 2021 (CY2021), which the commentary of the
 results below also reflects.

 The Group saw strong top-line growth of 44% in 2021 compared to the previous
 12-month period, with revenues and other income of £31.7m (CY2020: £22.0m
 and 18-month period to 31 December 2020: £33.0m). All revenue in 2021 related
 to the fuel cell business and the growth was driven by licence fee income,
 principally from our partner Doosan. Gross margins remained high at 66%
 (CY2020 and 18-month period to 31 December 2020: 67%), driven by a high
 proportion of licence fee revenue recognised in the year.

 Order book and pipeline fell to £79.8m at 31 December 2021 from £98.7m at 31
 December 2020; much of this decrease was a result of recognising licence fees
 from the Doosan contract during the year. Going forwards, the order book and
 pipeline will continue to vary depending on the timing of contracts won and
 revenue earned from them.

 Segmental reporting: Fuel cells and electrolysis

 During the year we began to report SOEC as a separate segment to the SOFC
 business as we started our SOEC activities in earnest. This is in line with
 internal reporting, which we have done to separate the progress in both parts
 of the business, that are at different stages of commercialisation.

 The SOFC part of the business, which had strong sales and gross profit growth
 of £9.1m and £5.8m respectively, compared to CY2020, reduced its adjusted
 EBITDA loss by £3.8m to £4.5m (CY2020: £8.3m). There will be continued
 investment in SOFC to support future expansion, and so the level of losses or
 future profitability of this part of the business will continue to be highly
 influenced by the level of SOFC licence fee revenue recognised in a given
 period until royalty revenue streams become material.

 Our SOEC business showed an adjusted EBITDA loss of £12.2m (CY2020: £1.6m),
 reflecting research and development activities as well as the initial costs of
 setting up the 1MW demonstration unit.

 Focused investment for the future

 The underlying theme across both segments of the business in 2021 was
 investments to drive innovation and future growth, including capital
 investments and strategic resources. We have put focus on building the
 commercial, engineering, test and energy materials science teams. Overall, our
 employee base grew as planned, with 489 people employed at 31 December 2021
 compared to 325 people as at 31 December 2020. Overall research and
 development costs increased by 38% and £6.3m compared to CY2020.

 Capitalised development in the year, which only relates to ongoing SOFC
 development, increased to £4.6m compared to £2.7m for CY2020 and we hold net
 £8.5m capitalised to date. Amortisation of this to the income statement
 increased, as expected, to £1.0m from £0.2m in the 18-month period to 31
 December 2020.

 Our investment in property, plant and equipment of £7.4m (CY2020: £6.7m) was
 principally on manufacturing improvement and capacity expansion, as well as
 expanding our test infrastructure. This continued investment also resulted in
 increased depreciation of £4.8m in 2021 compared to CY2020 of £3.6m.

 Going forward, we plan to accelerate growth of our test capability
 significantly over the coming year to support the expected growth of our
 partners, and also cater for additional market opportunities including SOEC
 and new SOFC applications such as marine and alternative fuels. We also intend
 to expand our manufacturing capacity for prototypes and demonstrators for both
 SOFC and SOEC products. Consequently, we expect our capital expenditure to
 increase significantly in 2022 from 2021 levels.

 Overall, this "investment in the future" (R&D costs, capitalised
 development and capital expenditure) increased 34% to £34.9m (CY2020:
 £26.0m). The £34.9m comprises £22.9m in R&D (excluding depreciation,
 amortisation and share-based payments), £7.4m in capital expenditure and
 £4.6m in capitalised development. Of the £34.9m, £10.7m was investment in
 SOEC (CY2020: £1.3m).

 As a result of these investments and increased amortisation and depreciation,
 the Group reported an increased operating loss of £23.4min 2021, up from a
 loss of £14.8m in CY2020 (£17.6m in the 18-month period to 31 December
 2020).

 Strong financial position: the foundation for continued progressive growth

 The Group ended the year with a strong cash position of £250m in cash and
 investments as at 31 December 2021

(31 December 2020: £110m) reflecting the equity fundraise of £179m during
 the year.

 Equity free cash outflow (defined and reconciled to net cash from operating
 activities at the end of this report) was £32.0m (CY2020: £11.8), being
 driven by net cash used in operating activities of £20.3m, capital
 expenditure of £7.4m, capitalised development of £4.6m with the balance from
 interest payments and exchange rate movements. The net cash used in operating
 activities in the year was adversely impacted by a movement in net contract
 assets of £9.7m due to timing differences between invoicing and recognising
 revenue on contracts.

 Other significant movements in the balance sheet included inventories
 increasing to £3.1m (31 December 2020: £2.1m) due to increased activity at
 our manufacturing facility and trade and other payables reducing to £2.8m (31
 December 2020: £9.1m) reflecting the payment of receipts received in December
 2020 relating to the exercise of certain share options.

 Financial outlook

 Significant opportunities exist as the Group invests in innovative
 electrochemical technology and expands its relationships with international
 strategic partners to build a pioneering position in the global energy
 transition away from the dependency on hydrocarbons.

 Strong top-line growth is expected to continue into 2022 and the phasing of
 revenue in the year will be materially influenced by the timing of the new
 China Joint Venture formation.  We are planning to significantly increase our
 investments in R&D and capital investment in 2022 to drive Ceres' future
 growth including electrolysis and new application capabilities in line with
 our strategy. The Group is well positioned to address the broadening
 opportunities we see across fuel cells, electrolysis and other clean energy
 technology solutions. We continue to work with our partners to enable them to
 access the end markets in volume, as planned for 2024 and beyond.

 

 Calendar Year Results (unaudited)

 The Group has prepared comparative Calendar Year results to enable a more
 consistent like-for-like review of the trading performance of the business.
 The Calendar Year results are an Alternative Performance Measure and cover the
 trading period for the 12 months ended 31 December 2021 (CY2021) and the 12
 months ended 31 December 2020 (CY2020). The basis of preparation applied to
 the Calendar Year results together with a reconciliation to the Group's
 Statutory IFRS Results are provided at the end of this report.

 

 CONSOLIDATED STATEMENT OF PROFIT AND LOSS - CALENDAR YEAR (NON-GAAP)  CY2021    CY2020

 for the 12 months ended 31 December 2021

 Unaudited
                                                                       £'000     £'000
 Revenue                                                               30,776    21,671
 Cost of sales                                                         (10,427)  (7,085)
 Gross profit                                                          20,349    14,586
 Other operating income                                                924       276
 Operating costs                                                       (44,703)  (29,650)
 Operating loss                                                        (23,430)  (14,788)
 Finance income                                                        438       698
 Finance expense                                                       (380)     (434)
 Loss before taxation                                                  (23,372)  (14,524)
 Taxation credit                                                       1,970     1,353
 Loss for the financial year                                           (21,402)  (13,171)
 Adjusted EBITDA(1)                                                    (16,675)  (9,955)

 

 SEGMENTAL REPORTING - ANALYSIS OF RESULTS BETWEEN FUEL CELLS AND ELECTROLYSIS
 (NON-GAAP)

 for the 12 months ended 31 December 2021

 Unaudited
                                              CY2021                        CY2020
                                              SOFC      SOEC      Total     SOFC      SOEC     Total

                                              £'000     £'000     £'000     £'000     £'000    £'000

 Revenue                                      30,776    ꟷ         30,776    21,671    ꟷ        31,682
 Cost of sales                                (10,427)  ꟷ         (10,427)  (7,085)   ꟷ        (7,085)
 Gross profit                                 20,349    ꟷ         20,349    14,586    ꟷ        14,586
 Other operating income                       924       ꟷ         924       276       ꟷ        276
 Operating costs (excluding adjusting items)  (25,765)  (12,183)  (37,948)  (23,174)  (1,643)  (24,817)
 Adjusted EBITDA(1)                           (4,492)   (12,183)  (16,675)  (8,312)   (1,643)  (9,955)

 

 (1) Adjusted EBITDA is an Alternative Performance Measure, as defined and
 reconciled to operating loss at the end of this report.

 

 CONSOLIDATED CASH FLOW STATEMENT - CALENDAR YEAR (NON-GAAP)               CY2021    CY2020

 for the 12 months ended 31 December 2021

 Unaudited
                                                                           £'000     £'000
 Loss before income tax                                                    (23,372)  (14,524)
 Non-cash adjustments                                                      6,697     4,732
 Movements in working capital                                              (6,745)   5,075
 Income tax received                                                       3,078     2,460
 Net cash used in operating activities                                     (20,342)  (2,257)

 Investing activities
 Purchase of property, plant and equipment                                 (7,377)   (6,656)
 Capitalised development expenditure                                       (4,573)   (2,719)
 Decrease/(increase) in long-term investments                              3,000     (8,000)
 Net increase in short-term investments                                    (23,898)  (29,231)
 Finance income received                                                   438       669
 Net cash used in investing activities                                     (32,410)  (45,937)

 Financing activities
 Proceeds from issuance of ordinary shares                                 181,472   50,249
 Expenses from issuance of ordinary shares                                 (2,572)   (344)
 Cash (paid)/received on behalf of employees on the sale of share options  (7,490)   7,490
 Repayment of lease liabilities                                            (405)     (389)
 Finance interest paid                                                     (316)     (434)
 Net cash generated from financing activities                              170,689   56,572

 Net increase in cash and cash equivalents                                 117,937   8,378
 Exchange gains/(losses) on cash and cash equivalents                      563       (29)
 Cash and cash equivalents at beginning of year/period                     32,955    24,606
 Cash and cash equivalents at end of year/period                           151,455   32,955

 Short-term investments                                                    93,129    69,231
 Long-term investments                                                     5,000     8,000
 Cash, short and long-term investments                                     249,584   110,186

 

 

 FINANCIAL STATEMENTS
 CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME
 for the 12 months ended 31 December 2021                            12 months ended 31 December 2021  18 months ended 31 December 2020
                                                               Note  £'000                             £'000
 Revenue                                                       2     30,776                            31,682
 Cost of sales                                                       (10,427)                          (10,355)
 Gross profit                                                        20,349                            21,327
 Other operating income(1)                                           924                               1,305
 Operating costs                                               4     (44,703)                          (40,266)
 Operating loss                                                      (23,430)                          (17,634)
 Finance income                                                5     438                               989
 Finance expense                                               5     (380)                             (664)
 Loss before taxation                                                (23,372)                          (17,309)
 Taxation credit                                               6     1,970                             2,493
 Loss for the financial period and total comprehensive income        (21,402)                          (14,816)
 Loss per £0.10 ordinary share expressed in pence per share:
 -       basic and diluted                                     7     (11.53)p                          (9.12)p

 

 The accompanying notes are an integral part of these consolidated financial
 statements

 (1) Other operating income refers to grant income

 

 CONSOLIDATED STATEMENT OF FINANCIAL POSITION           31 December 2021  31 December 2020

 as at 31 December 2021
                                                  Note  £'000             £'000
 Non-current assets
 Property, plant and equipment                    8     18,141            14,979
 Right-of-use assets                              9     2,438             3,971
 Intangible assets                                10    8,478             4,909
 Long-term investments                            14    5,000             8,000
 Investments in associates                              500               ꟷ
 Other receivables                                12    741               741
 Total non-current assets                               35,298            32,600
 Current assets
 Inventories                                      11    3,145             2,107
 Contract assets                                  2     7,331             864
 Other current assets                             13    1,133             1,002
 Derivative financial instruments                       1,073             59
 Current tax receivable                                 3,531             3,124
 Trade and other receivables                      12    4,865             5,570
 Short-term investments                           14    93,129            69,231
 Cash and cash equivalents                        14    151,455           32,955
 Total current assets                                   265,662           114,912
 Liabilities
 Current liabilities
 Trade and other payables                         15    (2,783)           (9,112)
 Contract liabilities                             2     (4,290)           (7,505)
 Other current liabilities                        16    (5,818)           (2,675)
 Derivative financial instruments                       ꟷ                 (43)
 Lease liabilities                                17    (754)             (823)
 Provisions                                       18    (1,579)           (612)
 Total current liabilities                              (15,224)          (20,770)
 Net current assets                                     250,438           94,142
 Non-current liabilities
 Lease liabilities                                17    (2,285)           (3,622)
 Provisions                                       18    (1,828)           (1,610)
 Total non-current liabilities                          (4,113)           (5,232)
 Net assets                                             281,623           121,510
 Equity attributable to the owners of the parent
 Share capital                                    19    19,073            17,217
 Share premium                                          404,726           227,682
 Capital redemption reserve                             3,449             3,449
 Merger reserve                                         7,463             7,463
 Accumulated losses                                     (153,088)         (134,301)
 Total equity                                           281,623           121,510

 

 The accompanying notes are an integral part of these consolidated financial
 statements

 

 CONSOLIDATED CASH FLOW STATEMENT                                                   12 months ended    18 months ended

 for the 12 months ended 31 December 2021                                           31 December 2021   31 December 2020
                                                                              Note  £'000              £'000
 Cash flows from operating activities
 Loss before taxation                                                               (23,372)           (17,309)
 Adjustments for:
 Finance income                                                               5     (438)              (989)
 Finance expense                                                              5     380                664
 Depreciation of property, plant and equipment                                8     4,215              3,820
 Depreciation of right-of-use assets                                          9     541                776
 Amortisation of intangibles                                                  10    1,004              208
 Net foreign exchange (gains)/losses                                                (563)              139
 Net change in fair value of financial instruments                                  (1,057)            (55)
 Share-based payments                                                               2,615              1,378
 Operating cash flows before movements in working capital                           (16,675)           (11,368)
 Decrease/(increase) in trade and other receivables and other current assets        22                 (2,338)
 Increase in inventories                                                            (1,038)            (704)
 Increase in trade and other payables and other liabilities                         2,832              752
 Increase in contract assets                                                        (6,467)            (142)
 (Decrease)/increase in contract liabilities                                        (3,215)            4,444
 Increase in provisions                                                             1,121              1,072
 Net cash used in operations                                                        (23,420)           (8,284)
 Taxation received                                                                  3,078              2,460
 Net cash used in operating activities                                              (20,342)           (5,824)
 Investing activities
 Purchase of property, plant and equipment                                          (7,377)            (9,256)
 Capitalised development expenditure                                                (4,573)            (3,795)
 Decrease/(increase) in long-term investments                                       3,000              (8,000)
 Increase in short-term investments                                                 (62,898)           (74,380)
 Repayment of short-term investments                                                39,000             68,849
 Finance income received                                                            438                1,123
 Net cash used in investing activities                                              (32,410)           (25,459)
 Financing activities
 Proceeds from issuance of ordinary shares                                          181,472            50,851
 Expenses from issuance of ordinary shares                                          (2,572)            (344)
 Cash (paid)/received on behalf of employees on the sale of share options           (7,490)            7,490
 Repayment of lease liabilities                                               17    (405)              (523)
 Finance interest paid                                                        17    (316)              (664)
 Net cash generated from financing activities                                       170,689            56,810

 Net increase in cash and cash equivalents                                          117,937            25,527
 Exchange gains/(losses) on cash and cash equivalents                               563                (139)
 Cash and cash equivalents at beginning of year/period                              32,955             7,567
 Cash and cash equivalents at end of year/period                              14    151,455            32,955

 

 The accompanying notes are an integral part of these consolidated financial
 statements

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY                 Share capital  Share premium  Capital redemption reserve  Merger reserve  Accumulated losses  Total

 for the 12 months ended 31 December 2021                    £'000          £'000          £'000                       £'000           £'000               £'000

 At 1 July 2019                                              15,277         179,116        3,449                       7,463           (120,863)           84,442
 Comprehensive income
 Loss and total comprehensive loss for the financial period  ꟷ              ꟷ              ꟷ                           ꟷ               (14,816)            (14,816)
 Total comprehensive loss                                    ꟷ              ꟷ              ꟷ                           ꟷ               (14,816)            (14,816)
 Transactions with owners
 Issue of shares, net of costs                               1,940          48,566         ꟷ                           ꟷ               ꟷ                   50,506
 Share-based payments                                        ꟷ              ꟷ              ꟷ                           ꟷ               1,378               1,378
 Total transactions with owners                              ꟷ              ꟷ              ꟷ                           ꟷ               1,378               51,884
 At 31 December 2020                                         17,217         227,682        3,449                       7,463           (134,301)           121,510
 Comprehensive income
 Loss and total comprehensive loss for the financial year    ꟷ              ꟷ              ꟷ                           ꟷ               (21,402)            (21,402)
 Total comprehensive loss                                    ꟷ              ꟷ              ꟷ                           ꟷ               (21,402)            (21,402)
 Transactions with owners
 Issue of shares, net of costs                               1,856          177,044        ꟷ                           ꟷ               ꟷ                   178,900
 Share-based payments                                        ꟷ              ꟷ              ꟷ                           ꟷ               2,615               2,615
 Total transactions with owners                              1,856          177,044        ꟷ                           ꟷ               2,615               181,515
 At 31 December 2021                                         19,073         404,726        3,449                       7,463           (153,088)           281,623

 

 The accompanying notes are an integral part of these consolidated financial
 statements

 1. Basis of preparation

 The financial information presented in this preliminary announcement has been
 prepared in accordance with the recognition and measurement requirements of UK
 adopted international accounting standards ("IFRS") as issued by the
 International Accounting Standards Board ("IASB"). The principal accounting
 policies adopted in the preparation of the financial information in this
 preliminary announcement are unchanged from those used in the company's
 statutory financial statements for the year ended 31 December 2021. Whilst the
 financial information included in this announcement has been computed in
 accordance with the recognition and measurement requirements of IFRS, this
 announcement does not itself contain sufficient disclosures to comply with
 IFRS.

 The financial information contained in this final announcement does not
 constitute statutory financial statements as defined by in Section 434 of the
 Companies Act 2006. The financial information has been extracted from the
 financial statements for the year ended 31 December 2021 which have been
 approved by the Board of Directors, and the comparative figures for the 18
 months ended 31 December 2020 are based on the financial statements for that
 year.

 On 31 December 2020, IFRS as adopted by the European Union at that date was
 brought into the UK law and became UK-adopted international accounting
 standards, with future changes being subject to endorsement by the UK
 Endorsement Board. The Group transitioned to UK-adopted international
 accounting standards in its consolidated financial statements on 1 January
 2021. There was no impact or changes in accounting from the transition.

 The financial statements for 2020 have been delivered to the Registrar of
 Companies and the 2021 financial statements will be delivered after the Annual
 General Meeting on 5 May 2022.

 The Auditor has reported on both sets of accounts without qualification, did
 not draw attention to any matters by way of emphasis without qualifying their
 report, and did not contain a statement under Section 498(2) or 498(3) of the
 Companies Act 2006.

 The Directors confirm that, to the best of their knowledge, this condensed set
 of consolidated financial statements has been prepared in accordance with the
 AIM Rules.

 In 2020, the Group extended its accounting period from the 12 months ended 30
 June 2020 to the 18 months ended 31 December 2020. As a result, the
 comparative period covers the 18-month period ended 31 December 2020.

 Going concern

 The Group has reported a loss after tax for the year ended 31 December 2021 of
 £21.4m and net cash used in operating activities of £20.3m.  At 31 December
 2021, following the receipt of c.£179m of funds from the equity placement in
 March 2021, it held cash and cash equivalents and investments of £250m. The
 directors have prepared annual budgets and cash flow projections that extend
 beyond 15 months from the date of approval of this report. These projections
 were supported by stress testing forecast cash flows considering the impact of
 different scenarios including the Group's expectation of the potential future
 impact of Covid-19.  In each case the projections demonstrated that the Group
 will have sufficient cash reserves to meet its liabilities as they fall due
 and to continue as a going concern. For the above reasons, the directors
 continue to adopt the going concern basis in preparing the financial
 statements. The financial statements do not include the adjustments that would
 result if the Group was unable to continue as a going concern.

 New standards and amendments applicable for the reporting period

 The Group has adopted all standards, interpretations amended or newly issued
 by the IASB that were effective in the year, with no material effect on the
 consolidated financial statements. A number of adopted IFRSs have been issued
 with an effective date for annual periods beginning 1 January 2022 that the
 Group has not yet adopted. The adoption of these unissued standards is not
 expected to have any material effect on the consolidated financial statements.

 

 2. Revenue

 The Group's revenue is disaggregated by geographical market, major
 product/service lines, and timing of revenue recognition:

 

 Geographical market  12 months ended 31 December 2021  18 months ended 31 December 2020

                      £'000                             £'000
 Europe               7,676                             14,228
 Asia                 22,748                            16,613
 North America        109                               841
 Rest of World        243                               ꟷ
                      30,776                            31,682

 

 Major product/service lines       12 months ended 31 December 2021  18 months ended 31 December 2020

                                   £'000                             £'000
 Engineering services              6,777                             10,866
 Provision of technology hardware  7,353                             10,297
 Licenses                          16,646                            10,519
                                   30,776                            31,682

 

 Timing of transfer of goods and services              12 months ended 31 December 2021  18 months ended 31 December 2020

                                                       £'000                             £'000
 Products and services transferred at a point in time  15,326                            15,280
 Products and services transferred over time           15,450                            16,402
                                                       30,776                            31,682

 

 The contract-related assets and liabilities are as follows  31 December 2021  31 December 2020
                                                             £'000             £'000
 Trade receivables                                           2,612             3,328

 Contract assets - accrued income                            7,010             837
 Contract assets - deferred costs                            321               27
 Contract assets                                             7,331             864
 Total contract-related assets                               9,943             4,192

 Contract liabilities - deferred income                      (4,290)           (7,505)

 

 3. Segmental analysis

 In accordance with IFRS 8, the Group identified reporting segments based on
 internal management reporting information that is regularly reviewed by the
 chief operating decision maker, which the Group considers to be the Executive
 team.

 Historically the Group has reported its performance in a single segment,
 reflecting the Group's solid oxide fuel cell (SOFC) technology. For the
 current year, following increased investment in and development of the Group's
 solid oxide electrolysis cell (SOEC) technology, the Group has introduced
 segmental reporting internally that separately discloses the results of the
 two segments, down to adjusted EBITDA level, to the Executive team.

 Following the change of segmental reporting during the year, comparatives for
 the 18 months ended 31 December 2020 have been represented accordingly.

 

                                              12 months ended 31 December 2021              18 months ended 31 December 2020
                                              SOFC                SOEC         Total        SOFC         SOEC         Total

                                              £'000               £'000        £'000        £'000        £'000        £'000

 Revenue                                      30,776              ꟷ            30,776       31,682       ꟷ            31,682
 Cost of sales                                (10,427)            ꟷ            (10,427)     (10,355)     ꟷ            (10,355)
 Gross profit                                 20,349              ꟷ            20,349       21,327       ꟷ            21,327
 Other operating income                       924                 ꟷ            924          1,305        ꟷ            1,305
 Operating costs (excluding adjusting items)  (25,765)            (12,183)     (37,948)     (31,695)     (2,305)      (34,000)
 Adjusted EBITDA(1)                           (4,492)             (12,183)     (16,675)     (9,063)      (2,305)      (11,368)
 Adjusting items:
 Depreciation and amortisation                                                 (5,760)                                (4,804)
 Share-based payment charge                                                    (2,615)                                (1,378)
 Net foreign exchange losses/(gains)                                           563                                    (139)
 Fair value adjustment                                                         1,057                                  55
 Operating loss                                                                (23,430)                               (17,634)
 Finance income                                                                438                                    989
 Finance expense                                                               (380)                                  (664)
 Loss before taxation                                                          (23,372)                               (17,309)
 Taxation credit                                                               1,970                                  2,493
 Loss for the financial year                                                   (21,402)                               (14,816)

( )

(1) Adjusted EBITDA is an Alternative Performance Measure, as defined and
reconciled to operating loss at the end of this report.

 

 4. Operating costs

 

                                         12 months ended    18 months ended

 Operating costs are split as follows:   31 December 2021   31 December 2020
                                         £'000              £'000
 Research and development costs          31,290             27,820
 Administrative expenses                 11,245             10,060
 Commercial expenses                     2,168              2,386
                                         44,703             40,266

 

 5. Finance income and expenses

 

                                       12 months ended    18 months ended

                                       31 December 2021   31 December 2020
                                       £'000              £'000
 Interest received                     438                989

 Interest on lease liabilities         (316)              (664)
 Unwinding of discounts on provisions  (64)               ꟷ
 Total interest expense                (380)              (664)

 

 6. Taxation

 

                                         12 months ended    18 months ended

                                         31 December 2021   31 December 2020
                                         £'000              £'000
 UK corporation tax                      (2,917)            (3,124)
 Foreign tax suffered                    973                798
 Adjustment in respect of prior periods  (26)               (167)
                                         (1,970)            (2,493)

 No UK corporation tax liability has arisen (2020: £nil) due to the losses
 incurred.

 The current tax rate of 19% is unchanged (2020:19%)

 A tax credit has arisen as a result of expenditure surrendered and claimed
 under the SME R&D and RDEC tax credit regimes in the current year and
 prior period. Foreign tax relates to withholding tax arising on license income
 receivable from customers based in China and South Korea

 

 7. Loss per share

 

                                                                  12 months ended    18 months ended

                                                                  31 December 2021   31 December 2020
                                                                  £'000              £'000
 Loss for the financial year/period attributable to shareholders  (21,402)           (14,816)
 Weighted average number of shares in issue                       185,689,432        162,474,146
 Loss per £0.10 ordinary shares (basic and diluted)               (11.53)p           (9.12)p

 8. Property, plant and equipment

 

                           Leasehold      Plant and   Computer    Fixtures and fittings  Assets under construction  Motor vehicles  Total

                           Improvements   machinery   equipment   £'000                  £'000                      £'000           £'000

                           £'000          £'000       £'000
 Cost
 At 1 July 2019            2,222          10,846      1,458       69                     6,803                      12              21,410
 Additions                 708            5,904       603         35                     1,780                                      9,030
 Transfers                 2,958          4,659       ꟷ           210                    (7,827)                    ꟷ               ꟷ
 Disposals                 (5)            ꟷ           ꟷ           ꟷ                      ꟷ                          ꟷ               (5)
 At 31 December 2020       5,883          21,409      2,061       314                    756                        12              30,435
 Additions                 1,529          3,521       502         34                     1,791                                      7,377
 Transfers                 ꟷ              572         ꟷ           ꟷ                      (572)                      ꟷ               ꟷ
 At 31 December 2021       7,412          25,502      2,563       348                    1,975                      12              37,812

 Accumulated depreciation
 At 1 July 2019            2,096          8,478       998         69                     ꟷ                          ꟷ               11,641
 Charge for the period     621            2,718       400         80                     ꟷ                          1               3,820
 Disposals                 (5)            ꟷ           ꟷ           ꟷ                      ꟷ                          ꟷ               (5)
 At 31 December 2020       2,712          11,196      1,398       149                    ꟷ                          1               15,456
 Charge for the year       646            3,089       392         83                     ꟷ                          5               4,215
 At 31 December 2021       3,358          14,285      1,790       232                    ꟷ                          6               19,671

 Net book value
 At 31 December 2021       4,054          11,217      773         116                    1,975                      6               18,141
 At 31 December 2020       3,171          10,213      663         165                    756                        11              14,979
 At 30 June 2019           126            2,368       460         ꟷ                      6,803                      12              9,769

 

 Assets under construction primarily comprise plant and machinery and leasehold
 improvements related to the Group's manufacturing facility.

 9. Right-of-use assets

 

                                             Land and buildings  Computer equipment  Total

                                             £'000               £'000               £'000
 Cost
 At 1 July 2019                              ꟷ                   ꟷ                   ꟷ
 Initial recognition on adoption of IFRS 16  4,729               18                  4,747
 At 31 December 2020                         4,729               18                  4,747
 Additions                                   ꟷ                   43                  43
 Adjustment of lease term                    (1,035)             ꟷ                   (1,035)
 Disposals                                   ꟷ                   (18)                (18)
 At 31 December 2021                         3,694               43                  3,737

 Accumulated depreciation
 At 1 July 2019                              ꟷ                   ꟷ                   ꟷ
 Charge for the period                       766                 10                  776
 At 31 December 2020                         766                 10                  776
 Charge for the year                         523                 18                  541
 Disposals                                   ꟷ                   (18)                (18)
 At 31 December 2021                         1,289               10                  1,299

 Net book value
 At 31 December 2021                         2,405               33                  2,438
 At 31 December 2020                         3,963               8                   3,971
 At 30 June 2019                             ꟷ                   ꟷ                   ꟷ

 

 During the year ended 31 December 2021, the Group revised the expected term on
 one of its property leases, recognising an adjustment of £1,035,000 to reduce
 the right of use asset, with a corresponding adjustment to the lease
 liability.

 10. Intangible assets

 

                           Internal developments in relation to manufacturing site  Customer and internal development programmes  Perpetual software licences  Patent costs  Total

                           £'000                                                    £'000                                         £'000                        £'000         £'000
 Cost
 At 1 July 2019            234                                                      1,101                                         ꟷ                            ꟷ             1,335
 Additions                 177                                                      3,323                                         ꟷ                            295           3,795
 At 31 December 2020       411                                                      4,424                                         ꟷ                            295           5,130
 Additions                 ꟷ                                                        3,983                                         252                          338           4,573
 At 31 December 2021       411                                                      8,407                                         252                          633           9,703

 Accumulated depreciation
 At 1 July 2019            ꟷ                                                        13                                            ꟷ                            ꟷ             13
 Charge for the period     82                                                       126                                           ꟷ                            ꟷ             208
 At 31 December 2020       82                                                       139                                           ꟷ                            ꟷ             221
 Charge for the year       82                                                       899                                           23                           ꟷ             1,004
 At 31 December 2021       164                                                      1,038                                         23                           ꟷ             1,225

 Net book value
 At 31 December 2021       247                                                      7,369                                         229                          633           8,478
 At 31 December 2020       329                                                      4,285                                         ꟷ                            295           4,909
 At 30 June 2019           234                                                      1,088                                         ꟷ                            ꟷ             1,322

 

 Capitalised intangible assets are amortised over their useful economic lives,
 as follows:

 Capitalised development costs - 2 to 7 years

 Capitalised patent costs - 3 to 10 years

 The customer and internal development intangible primarily relates to the
 design, development and configuration of the Company's core fuel cell and
 system technology. Amortisation of capitalised development commences once the
 development is complete and is available for use.

 

 11. Inventories

 

                   31 December 2021  31 December 2020

                   £'000             £'000
 Raw materials     1,299             1,016
 Work in progress  969               838
 Finished goods    877               253
 Total inventory   3,145             2,170

 

 12. Trade and other receivables

 

                    31 December 2021  31 December 2020

 Current:           £'000             £'000
 Trade receivables  2,612             3,328
 Other receivables  2,253             2,242
                    4,865             5,570
 Non-current:
 Other receivables  741               741

 

 13. Other current assets

 

                          31 December 2021  31 December 2020

 Current:                 £'000             £'000
 Prepayments              673               648
 Accrued interest income  322               129
 Accrued grant income     138               225
                          1,133             1,002

 

 14. Net cash and cash equivalents, short-term and long-term investments

 

                                                                                31 December 2021  31 December 2020

                                                                                £'000             £'000
 Cash at bank and in hand                                                       4,957             20,684
 Money market funds                                                             146,498           12,271
 Cash and cash equivalents                                                      151,455           32,955

 Short-term investments (bank deposits > one month and less than 12 months)     93,129            69,231
 Long-term investments                                                          5,000             8,000
 Cash and cash equivalents and investments                                      249,584           110,186

 

 The Group's primary objective to manage credit risk from its holdings of cash,
 cash equivalents and investments is to minimise the risk of a loss of capital
 and eliminate loss of liquidity having a detrimental effect on the business.
 The Group places surplus funds of no more than £30m per institution into
 pooled money market funds with same-day access and of no more than £10m per
 institution for bank deposits with durations of up to 24 months. During the
 period the Group's treasury policy restricted investments in short-term money
 market funds to those which carry short-term credit ratings of at least two of
 AAAm (Standard & Poor's), Aaa-mf (Moody's) and AAAmmf (Fitch) and deposits
 with banks with minimum long-term rating of A-/A3/A and short-term rating of
 A-2/P-2/F-1 for banks which the UK Government holds less than 10% ordinary
 equity.

 

 15. Trade and other payables

 

                               31 December 2021  31 December 2020

 Current:                      £'000             £'000
 Trade payables                2,425             1,752
 Taxation and social security  ꟷ                 713
 Other payables                358               6,647
                               2,783             9,112

 

 At 31 December 2020, taxation and social security and other payables primarily
 comprised timing differences on payments relating to the exercise of certain
 share options in December 2020. These amounts were paid in January 2021

 

 

 

 16. Other current liabilities

 

                  31 December 2021  31 December 2020

                  £'000             £'000
 Accruals         4,803             1,464
 Deferred income  1,015             1,211
                  5,818             2,675

 

 Accruals have increased when compared with the prior period reflecting timing
 differences relating to invoices received for certain significant costs
 incurred during the second half of the year.

 

 17. Lease liabilities

 

                                               £'000
 Balance as at 1 July 2019                     ꟷ
 Leases recognised on the adoption of IFRS 16  4,971
 Lease payments                                (1,190)
 Interest expense                              664
 Balance as at 31 December 2020                4,445
 New finance leases recognised                 41
 Lease payments                                (721)
 Interest expense                              316
 Adjustment to lease term                      (1,042)
 Balance as at 31 December 2021                3,039

 Current                                       754
 Non-current                                   2,286
 Balance as at 31 December 2021                3,039

 Current                                       823
 Non-current                                   3,622
 Balance as at 31 December 2020                4,445

 

 18. Provisions

 

                                                              Property dilapidations  Warranties  Contract losses  Total

                                                              £'000                   £'000       £'000            £'000
 Balance as at 1 January 2021                                 1,610                   418         194              2,222
 Movements in the Consolidated Statement of Profit and Loss:
 Amounts used                                                 ꟷ                       (404)       (175)            (579)
 Unwinding of discount                                        64                      ꟷ           ꟷ                64
 Increase in provision                                        154                     1,239       307              1,700
 Balance as at 31 December 2021                               1,828                   1,253       326              3,407

 Current                                                      ꟷ                       1,253       326              1,579
 Non-current                                                  1,828                   ꟷ           ꟷ                1,828
 Balance as at 31 December 2021                               1,828                   1,253       326              3,407

 Current                                                      ꟷ                       418         194              612
 Non-current                                                  1,610                   ꟷ           ꟷ                1,610
 Balance as at 31 December 2020                               1,610                   418         194              2,222

 

 19. Share capital

 

                                                                        31 December 2021                             31 December 2020
                                                                        Number of £0.10 ordinary shares   £'000      Number of £0.10 ordinary shares   £'000
 Allotted and fully paid
 At 1 January 2021/1 July 2019                                          172,171,527                       17,217     152,769,812                       15,277
 Allotted £0.10 Ordinary shares on exercise of employee share options   1,490,531                         149        4,024,665                         402
 Allotted £0.10 Ordinary shares on cash placing                         17,067,580                        1,707      15,377,050                        1,538
 At 31 December                                                         190,729,638                       19,073     172,171,527                       17,217

 

 On 17 March 2021 the Group announced a fundraise that would allot 17,067,580
 new ordinary shares of £0.10 each in the Company, for a total gross cash
 consideration of £180,916,340. In conjunction with the placing, 12,967,629
 shares were allotted on 17 March 2021 which included Bosch and certain
 Directors of the Company subscribing for 3,649,150 and 24,376 shares
 respectively. On 19 May 2021 Weichai subscribed for and were allotted the
 remaining 4,099,951 shares.

 During the year ended 31 December 2021, 1,490,531 ordinary £0.10 shares were
 allotted for cash consideration of £705,636 on the exercise of employee share
 options (18 months ended 31 December 2020: 4,024,665 ordinary £0.10 shares
 were allotted for cash consideration of £1,581,148).

 20. Events after the reporting date

 On 9 February 2022, the Group announced the intention to collaborate with
 Weichai and Bosch to access the substantial opportunities that exist for fuel
 cell technologies in the Chinese market. This is likely to include a three-way
 system collaboration (referred to externally as the "JV") to be set up in
 Shandong province in China to develop and manufacture SOFC system products,
 with Weichai being the majority shareholder and Bosch and Ceres minority
 shareholders. Ceres is expected to take up a holding of 10%. Detailed
 non-binding Heads of Terms have been signed by all parties and full contracts
 are expected to be agreed in 2022.

 On 8 March 2022, the Group announced that it had signed a multi-million pound,
 long-term agreement with Horiba Mira to be our fuel cell and electrolysis test
 partner and supplier of test stands.

 

 21. Capital commitments

 Capital expenditure that has been contracted for but has not been provided for
 in the financial statements amounts to £8,086,000 as at 31 December 2021 (31
 December 2020: £1,142,000), in respect of the acquisition of property, plant
 and equipment, primarily related to the Group's planned test stand expansion.

 

 22. Related party transactions

 As at 31 December 2021 the Group's related parties were its Directors. During
 the period one Director exercised and retained 8,491 share options under the
 Company's employee Sharesave scheme. There were no other transactions between
 the Company and the Directors during the period.

 

 Non-GAAP Alternative Performance Measures - Calendar year results
 reconciliation to statutory IFRS results (unaudited)

 The following tables set out the reconciliation between the Statutory IFRS
 Results (which the Group defines as comprising the Consolidated Statement of
 Profit and Loss and Other Comprehensive Income, and the Consolidated Cash flow
 statement) and the unaudited Calendar Year results (which the Group defines as
 comprising the Consolidated Statement of Profit and Loss - Calendar Year and
 the Pro-forma Consolidated Cash Flow Statement - Calendar Year).

 The basis of preparation for the Group's Statutory IFRS Results is set out in
 note 1. The Calendar Year results have been determined as follows:

 Calendar Year results for the 12 months ended 31 December 2021 (CY2021)

 The CY2021 results exactly reflect the results for the 12 months ended 31
 December 2021.

 Calendar Year results for the 12 months ended 31 December 2020 (CY2020)

 The CY2020 results for the 12 months ended 31 December 2020 have been derived
 from the Statutory IFRS Results for the 18 months ended 31 December 2020, less
 the results for the six months ended 31 December 2019 (as presented in the
 interim announcement dated 16 March 2020).

 

 Reconciliation of the Consolidated Statement of Profit and Loss between the 18
 months comparative period ending 31 December 2020 and the 12-month period
 ending 31 December 2020

 

                              18 months ended 31 December 2020 Audited  Less:                                       CY2020

                                                                        6 months ended 31 December 2019 Unaudited   12 months ended 31 December 2020 Unaudited
                              £'000                                     £'000                                       £'000
 Revenue                      31,682                                    10,011                                      21,671
 Cost of sales                (10,355)                                  (3,270)                                     (7,085)
 Gross profit                 21,327                                    6,741                                       14,586
 Other operating income       1,305                                     1,029                                       276
 Operating costs              (40,266)                                  (10,616)                                    (29,650)
 Operating loss               (17,634)                                  (2,846)                                     (14,788)
 Finance income               989                                       291                                         698
 Finance expense              (664)                                     (230)                                       (434)
 Loss before taxation         (17,309)                                  (2,785)                                     (14,524)
 Taxation credit              2,493                                     1,140                                       1,353
 Loss for the financial year  (14,816)                                  (1,645)                                     (13,171)
 Adjusted EBITDA              (11,368)                                  (1,413)                                     (9,955)

 

 Reconciliation of the Consolidated Cash Flow Statement between the 18 months
 comparative period ending 31 December 2020 and the 12-month period ending 31
 December 2020

 

                                                      18 months ended 31 December 2020 Audited  Less:                                       CY2020

                                                                                                6 months ended 31 December 2019 Unaudited   12 months ended 31 December 2020 Unaudited
                                                      £'000                                     £'000                                       £'000
 Loss before income tax                               (17,309)                                  (2,785)                                     (14,524)
 Non-cash adjustments                                 5,941                                     1,209                                       4,732
 Movements in working capital                         3,084                                     (1,991)                                     5,075
 Income tax received                                  2,460                                     ꟷ                                           2,460
 Net cash used in operating activities                (5,824)                                   (3,567)                                     (2,257)

 Investing activities
 Purchase of property, plant and equipment            (9,256)                                   (2,600)                                     (6,656)
 Capitalised development expenditure                  (3,795)                                   (1,076)                                     (2,719)
 Increase in long-term investments                    (8,000)                                   ꟷ                                           (8,000)
 Net (increase)/decrease in short-term investments    (5,531)                                   23,700                                      (29,231)
 Finance income received                              1,123                                     454                                         669
 Net cash used in investing activities                (25,459)                                  20,478                                      (45,937)

 Financing activities
 Proceeds from issuance of ordinary shares            50,851                                    602                                         50,249
 Expenses from issuance of ordinary shares            (344)                                     ꟷ                                           (344)
 Cash received on the sale of employee share options  7,490                                     ꟷ                                           7,490
 Repayment of lease liabilities                       (523)                                     (134)                                       (389)
 Finance interest paid                                (664)                                     (230)                                       (434)
 Net cash generated from financing activities         56,810                                    238                                         56,572

 Net increase in cash and cash equivalents            25,527                                    17,149                                      8,378
 Exchange losses on cash and cash equivalents         (139)                                     (110)                                       (29)
 Cash and cash equivalents at beginning of period     7,567                                     7,567                                       24,606
 Cash and cash equivalents at end of period           32,955                                    24,606                                      32,955

 

 Reconciliation between operating loss and Adjusted EBITDA

 Management believes that presenting Adjusted EBITDA loss allows for a more
 direct comparison of the Group's performance against its peers and provides a
 better understanding of the underlying performance of the Group by excluding
 non-recurring, irregular and one-off costs. The Group currently defines
 Adjusted EBITDA loss as the operating loss for the period excluding
 depreciation and amortisation charges, share-based payment charges, unrealised
 losses on forward contracts and exchange gains/losses.

 

                                                 12 months ended 31 Dec 2021  18 months ended 31 Dec 2020  12 months ended 31 Dec 2020 CY2020
                                                 £'000                        £'000                        £'000
 Operating loss                                  (23,430)                     (17,634)                     (14,788)
 Depreciation and amortisation                   5,760                        4,804                        3,811
 Share-based payment charges                     2,615                        1,378                        942
 Unrealised (gains)/losses on forward contracts  (1,057)                      (55)                         52
 Exchange (gains)/losses                         (563)                        139                          30
 Adjusted EBITDA                                 (16,675)                     (11,368)                     (9,955)

 

 Reconciliation between net cash from operating activities and equity-free cash
 flow

 The Group defines equity-free cash flow as net cash from operating activities
 plus capital expenditure and adjusted for interest payments and receipts and
 exchange rate movements. The table below reconciles net cash from operating
 activities to equity-free cash flow for each period.

 

                                     12 months ended 31 Dec 2021  18 months ended 31 Dec 2020  12 months ended 31 Dec 2020 CY2020
                                     £'000                        £'000                        £'000
 Net cash from operating activities  (20,342)                     (5,824)                      (2,257)
 Capital expenditure                 (11,950)                     (13,051)                     (9,375)
 Interest payments (net)             (283)                        (64)                         (154)
 Exchange rate movements             563                          (139)                        (29)
 Equity-free cash flow               (32,012)                     (19,078)                     (11,815)

 

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