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REG - Ceres Power Holdings - Interim Results for 12 months ended 30 June 2020

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RNS Number : 2157A  Ceres Power Holdings plc  28 September 2020

Ceres Power Holdings plc

 

Interim Results for the 12 months ended 30 June 2020

 

strategic partnerships continue to deliver commercial GROWTH

 

 

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 second set of interim results for the 12 months
ended 30 June 2020, following the change of year end to 31 December.

 

 Financial Highlights

 ·      Strong progress on major contracts has driven a 21% increase in
 revenue and other operating income to £19.9m (2019: £16.4m)

 ·      Increased gross profit of £13.8m (2019: £11.5m) at sector
 leading gross margin of 73% (2019: 75%)

 ·      Adjusted EBITDA loss increased slightly to £6.5m (2019: £5.9m)
 due to further investment in growth area of electrolysis for hydrogen

 ·      Increased equity investment by Bosch and Weichai, of £49m,
 supports strong cash and short-term investments of £108m at 30 June 2020

 ·      Order book* of £14m and strong pipeline* of £54m as at 30 June
 2020

 Operating and Corporate Highlights

 ·      Bosch has commenced manufacturing of Ceres' core cell technology
 at its pilot facility in Germany

 ·      Weichai 30kW range extender system for electric buses targeting
 the Chinese market moving into field trials. Some delays in timing due to
 Covid-19 means establishment of a joint venture in China is now likely to be
 H1 2021

 ·      Wider deployment of the Group's combined heat and power ("CHP")
 system in the Japanese market by Miura Co.

 ·      Hydrogen Electrolysis R&D delivering positive results
 triggers further investment in the technology

 ·      Successful development of Ceres' first zero-emission CHP system
 designed for exclusive use with hydrogen fuel

 ·      2MW advanced manufacturing pilot facility built, commissioned and
 running in Redhill, UK

 ·      Appointment of Warren Finegold as Chairman and Uwe Glock and
 Qinggui Hao as Non-executive Directors

 Covid-19

 The disruption from Covid-19, coinciding with the commissioning of our new
 facility at Redhill, has meant that some revenues have been deferred from this
 reporting period. Nonetheless, we have delivered a solid set of results, with
 continued revenue growth through good progress with our customer programmes
 and increased manufacturing output; a huge credit to the entire Ceres team.

 

Phil Caldwell, CEO of Ceres Power commented:

 

"The urgency for climate action continues to drive the global demand for clean
energy technologies, and our strategy of licensing to global partners, with a
leading position in their products and markets, continues to be highly
successful. "Despite the disruption from Covid we have delivered a solid set
of results, with continued revenue growth and sector leading margins.  This
is driven by good progress with our customer programmes and increased
manufacturing output thanks to the hard work of the entire Ceres team.

 

"Trading since the period end has remained strong with good commercial
progress with our partners globally.  Bosch has now installed prototype
products of its 10kW system utilising Ceres' technology at five locations in
Germany while, despite an initial delay in the early part of 2020 due to the
pandemic, good progress is now being made to validate Ceres' technology for
transportation applications with Weichai's SOFC team in China.

 

"These developments, combined with the opportunities from our new, long term
growth areas of electrolysis for hydrogen, mean that Ceres is very well
positioned to build on the strong momentum generated during the period as we
look to play our part in delivering clean energy technology to enable a net
zero future."

 

 

(*Order book refers to confirmed contracted revenue and other income while
pipeline is contracted revenue and other income which management estimate is
contingent upon options not under the control of Ceres.)

 

 

 

 

 

 

 Financial Summary:                                                 12 months ended 30 June 2020 (Unaudited)  Year ended 30 June 2019 (Audited)

                                                                    £'000                                     £'000
 Total revenue and other operating income, comprising:              19,942                                    16,365
 Licence fees                                                       5,841                                     7,412
 Engineering services revenue and provision of technology hardware  13,056                                    7,888
 Other operating income                                             1,045                                     1,065
 Gross margin %                                                     73%                                       75%

 Adjusted EBITDA loss (1)                                           (6,519)                                   (5,881)
 Operating loss                                                     (10,081)                                  (7,924)

 Net cash used in operating activities                              (5,442)                                   (3,058)
 Net cash and short-term investments                                107,981                                   71,267

( )

( )

(1        Adjusted EBITDA loss is calculated as the operating loss for
the 12 months ended 30 June 2020 of £10,081k (2019 - £7,924k) excluding
depreciation charges of £2,683k (2019 - £1,025k), share-based payment
charges of £873k (2019 - £909k), unrealised gains on forward contracts of
£40k (2019 - £42k loss) and exchange losses of £46k (2019 - £67k).
Management believes that adjusted EBITDA loss provides a better understanding
of the underlying performance of the Group by removing non-recurring,
irregular and one-off costs.)

 

 

 

Analyst Presentation

Ceres Power Holdings plc will be hosting a live webcast for analysts and
investors today at 09.30 (GMT). A link to the webcast will be made available
on the Ceres website www.ceres.tech (http://www.ceres.tech/)  or can be
accessed directly here:

https://kvgo.com/IJLO/CERES_Interim_Results_2020
(https://protect-eu.mimecast.com/s/iB9ECxkMpcLyZDU8WBqS?domain=kvgo.com)

 

Conference Call:

To access the conference call, please use the following details 5-10 minutes
prior to the start time:

Dial: +44 (0) 20 3003 2666

 

 

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

 

 Ceres Power Holdings plc                         Tel: +44 (0)1403 273 463

 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

 Powerscourt (Financial PR)                       Tel: +44 (0) 20 7250 1446

 Peter Ogden / James White

 About Ceres Power

 Ceres is a world-leading developer of fuel cell and electrochemical technology
 that enables its partners to deliver clean energy at scale and speed.  Its
 asset-light, licensing model has seen it embed its technology in some of the
 world's most progressive companies - such as Weichai in China, Bosch in
 Germany, Miura in Japan, and Doosan in South Korea - to develop systems and
 products that address climate change and air quality challenges for
 transportation, industry, data centres and everyday living.  Ceres is listed
 on the AIM market of the London Stock Exchange ("LSE") (AIM: CWR.L) and was
 awarded the Green Economy Mark by the LSE, which recognises listed companies
 that derive more than 50% of their revenues from the green economy.

About Ceres Power

 

Ceres is a world-leading developer of fuel cell and electrochemical technology
that enables its partners to deliver clean energy at scale and speed.  Its
asset-light, licensing model has seen it embed its technology in some of the
world's most progressive companies - such as Weichai in China, Bosch in
Germany, Miura in Japan, and Doosan in South Korea - to develop systems and
products that address climate change and air quality challenges for
transportation, industry, data centres and everyday living.  Ceres is listed
on the AIM market of the London Stock Exchange ("LSE") (AIM: CWR.L) and was
awarded the Green Economy Mark by the LSE, which recognises listed companies
that derive more than 50% of their revenues from the green economy.

 

 

Chief Executive's Statement

 

I am very proud of our continued progress in 2020 and the way our people and
the business as a whole have responded to the social and economic shock of
Covid-19.  While employees' health and safety remains our priority, the
day-to-day challenges have only highlighted the resilience and adaptability of
our business and we are focused on our purpose of developing clean energy
technologies that address climate change. We are convinced more than ever that
Ceres has the technology, the people and the capability to commercialise
technology that the world needs to realise a net zero future. Hence, this year
we are continuing to invest in our core fuel cell business that helps to
decarbonise power generation and transportation, and also expanding into new
areas such as electrolysis for the production of hydrogen which are key to
decarbonise society.

 

Despite the challenging business environment, we continue to deliver top line
growth with revenue and other operating income up 21% to £19.9m (2019:
£16.4m) reflecting strong progress in major contracts and delivering sector
leading gross margins of 73% supported by our licensing business model.  A
further equity injection of £49m from Bosch and Weichai since January has
supported a strong cash position of £108m at 30 June 2020, giving us
confidence to increase strategic investment in the business to grow future
value.  We are pleased to have Bosch alongside Weichai as commercial partners
as well as significant strategic investors.

 

It is testament to the talents and hard work of our teams, and to the support
of our partners and suppliers, that we have continued to progress customer
programmes and to ramp up manufacturing output at our new Redhill facility,
despite the impact of Covid-19. We have reduced the number of people on site
to only those essential to maintain operations while those employees who are
able to do so continue to work remotely. We have not needed to make use of the
government furlough scheme and indeed we have continued to recruit new
employees throughout 2020 to meet the increased demand for Ceres' technology.
Notwithstanding current restrictions on travel, we continue to find ways to
work effectively with commercial partners. There has been some impact on the
supply chain due to market disruption and the speed at which Ceres and our
customers are able to work.  However, we are managing these well and continue
to monitor and remain responsive to the changing dynamics of the situation.

 

If anything, the pandemic has brought into sharp focus the need for strong and
sustainable growth to drive the global recovery and the EU and Germany have
followed the lead of countries such as Japan and South Korea in setting out
ambitious targets around hydrogen and fuel cell deployment. Ceres is
well-placed, with a scalable technology and strong commercial relationships in
these key markets, to deliver significant value over the coming months and
years.

 

Commercial

 

As at 30 June 2020 our order book stood at £14m and we had a further £54m
pipeline, being a combination of staged licensing payments and engineering
services.  As an asset-light, licensing business we have historically signed
around one to two new licenses per year with a blend of upfront license
payments and engineering revenues delivering strong gross margins.

 

Bosch

 

During the last 12 months, it has been very encouraging to see Bosch's
progress with the deployment and profiling of Ceres' technology.  Bosch has
become the first partner to successfully manufacture our core cell technology
under licence and is now manufacturing cells for its own stacks and systems in
Germany.  We view Bosch's decision to increase its investment in Ceres in
January 2020, from 4% to 18% of the enlarged issued share capital, as a strong
signal of its intention to move towards future scale up to high volume
manufacture of the SteelCell®.

 

Bosch started trialling its 10kW units in 2020 and in July this year
officially opened a fuel cell power installation, consisting of three solid
oxide fuel cell (SOFC) devices utilising Ceres' technology, to meet most of
the energy requirements of one of the buildings at Bosch's Wernau training
centre in Germany.  Additional SOFC pilot schemes for testing and validation
are located at other Bosch locations in Germany.  Bosch has stated its
intention that the Group's locations will no longer leave a carbon footprint
worldwide from 2020.

 

The 10kW Bosch 'power station', based on two 5kW SteelCell® stacks, was
showcased to more than 10,000 attendees at Bosch Connected World in February
2020. The 10kW unit, which can operate biogas or natural gas and blends of
hydrogen, provides a technology that is highly complementary to today's energy
infrastructure, is hydrogen ready for the future, and can form a critical
building block of a future zero carbon economy. In April, Bosch announced that
it anticipates the market for the fuel cell power stations to be worth more
than 20 billion euros by 2030.

 

In June, we were pleased to announce the appointment of Mr. Uwe Glock as a
Non-Executive Director on the Board of Ceres.  Mr. Glock is Chairman of
the Board of Management of Bosch Thermotechnik GmbH and brings over 35
years of experience from across Bosch Mobility Solutions and Energy
and Building Technology - Worcester Bosch in the UK is part of the Bosch
Thermotechnik division. His appointment increases Ceres' exposure to the Bosch
organisation and brings significant value through Mr. Glock's leading role
in the wider German and European energy and building industry.

 

Weichai

 

Having successfully developed a world-first 30kW solid oxide fuel cell
("SOFC") prototype range extender for electric city buses running on
compressed natural gas, the team moved on to the second iteration of the
design at the end of 2019.  This is currently being built into a fleet of
five buses which are undergoing trials in China. There were some delays to the
project in the early part of 2020 due to the pandemic which will delay
completion of these trials by up to six months, but Weichai's SOFC team with
support from Ceres has been back at full capacity for some time and good
progress is now being made to validate the Ceres technology for automotive
applications.

 

The delay in completing these trials means there will be some impact to the
timing of the establishment of a fuel cell manufacturing company in Shandong
Province, China, to manufacture SteelCell® SOFC systems. As previously
disclosed, the joint venture is intended to provide a staged path to high
volume manufacturing potentially for buses, commercial vehicles and other
markets in China.

 

Following the decision in January 2020 by Bosch to increase its stake in Ceres
to 18%, Ceres viewed it very positively that Weichai exercised its own
non-dilution rights and has invested a further £11 million to maintain its
equity stake at 20%. We have also welcomed a new Weichai representative to the
Board of Ceres, the Investment Director of Weichai Power's parent company
Shandong Heavy Industry Group Co., Ltd., Mr. Qinggui Hao.

 

Doosan

 

In July 2019, Ceres signed a collaboration and licensing agreement with
Doosan, to jointly develop SOFC distributed power systems, initially targeting
the South Korean commercial building market.  The agreement, worth £8
million over two years, includes licensing, technology transfer and
engineering services to develop a low carbon 5-20kW power system.

 

South Korea is an important market for Ceres and Doosan boasts the number one
position in the stationary fuel cell market globally. We are looking to expand
our collaboration with them to access broader applications within South Korea
and internationally.  South Korea benefits from extremely progressive
regulation and targets that encourage the deployment of hydrogen and fuel cell
technology.

 

Miura

 

Following a successful initial market launch of its combined heat and power
(CHP) product using Ceres' technology in October 2019, Miura has since
announced the establishment of a specialist maintenance team to support its
wider deployment in the Japanese market. The system, which is aimed at the
commercial building sector, operates on the mains gas supply and captures heat
as hot water with an overall efficiency of up to 90%, delivering both major
energy savings and a lower carbon footprint. Its long-term deployment will be
supported through specialist maintenance teams in metropolitan areas such as
Tokyo, Osaka, Nagoya and Fukuoka, to enable quick and quality service to
customers.   We continue to provide low volumes of stacks to Miura for its
commercial product and first products have been running successfully for over
a year.

 

Others

 

We continue to make good progress with other partners including continuing our
collaboration with Honda and will provide further updates as they progress. We
are also close to successfully completing our joint development with Cummins
and the US DoE of a 10 kW SOFC power system which is undergoing final testing
in the USA. However, there are no plans for further collaboration with Cummins
at this time.

 

In order to grow our business at pace we are intending to form a strategic
relationship with a global engineering consultancy with engineering services
and business development capability, which can enable further opportunities
for the Ceres technology in a variety of applications globally. We believe
partnering in this way will increase Ceres' ability to scale the business and
to enhance the long-term value created from our licensing model.

 

Manufacturing

 

Having successfully completed the build of the new advanced manufacturing
facility in Redhill in January 2020, the production ramp up was impacted by
the timing of Covid-19. A reduced team remained onsite throughout the period
and continued to deliver fuel cells to support our customers globally. From
early May the full onsite team returned, delivering an outstanding effort to
ramp up cell manufacturing output, with record production achieved in June.
 Further investment in manufacturing capacity is underway at Ceres' Redhill
facility which will increase annual production capacity from 2MW to 3MW in
2021.

 

This facility is a key asset for Ceres in enabling technology transfer of our
advanced manufacturing processes and know-how to licensee partners as well as
delivering near term volume to customer programmes.

 

A great example of this was the successful technology transfer to Bosch
earlier this year. This was made possible through the close working
relationship between the Ceres and Bosch manufacturing teams first in the UK
at our new facility at Redhill and then transferring this knowledge to Bosch
in establishing its parallel pilot manufacturing plant in Germany, which
successfully started production in Q1 this year. This was a key milestone for
both companies as it is the first time a third-party partner has manufactured
Ceres cell and stack technology under license.

 

Technology

 

Fuel cells

 

As a licensing company, it is imperative that Ceres remains at the
leading-edge of its unique solid oxide fuel cell technology, continually
maturing existing products and furthering R&D into new applications for
customers.

 

At the beginning of the year, we announced further investment in the
development of higher power systems, and the associated investment in capital
for test capability, to meet increased customer demand for high power
applications moving from 30kW to 100s of kW in the next few years.

 

We also continue to focus R&D spend on improving our competitive advantage
in power density, cost and product lifetime and remain on track to release the
next generation (V6) of our core technology in 2021.

 

In November 2019, Ceres announced the successful development of its first
zero-emission combined heat & power (CHP) system, designed exclusively for
use with hydrogen fuel.  In initial testing, the system has achieved greater
than 50% electrical efficiency, with an overall efficiency of 90% achievable
in combined heat & power mode.  Ceres' hydrogen CHP is simpler than its
existing fuel-flexible system, delivering an equivalent performance with fewer
components, a reduced size and up to a 40% unit cost reduction.

 

Electrolysis

 

Over the past 18 months there has been significant momentum around the
potential for hydrogen and Ceres believes its extremely efficient solid oxide
technology has a crucial part to play in a future clean energy economy.
 Today, around 80% of the cost of producing green hydrogen, that is hydrogen
generated from splitting water with renewable sources of electricity, is the
cost of input electricity. Ceres believes its unique solid oxide
electrochemical technology can deliver tangible value - through the same
advantages of robustness, cost, and crucially efficiency, that make it a
leader in fuel cells.

 

In January, we announced that early stage testing on the application of Ceres'
technology as a solid oxide electrolyser (SOEC), essentially the process of
reversing fuel cells to produce hydrogen and e-fuels from renewable energy,
has delivered encouraging results. We believe that it could deliver
significant future business opportunities for Ceres and in July, we announced
further R&D investment of £5 million in the period to 2021 to develop
the deployment of our SOEC technology for hydrogen.

 

Ceres has a credible path to participate, not only in delivering hydrogen at
scale but, also due to the characteristics of higher temperature
electrolysers, in utilising waste heat making this technology particularly
useful in decarbonising industrial processes such as steel and refineries.
Over a quarter of the patents on Ceres' core technology apply equally to its
use in SOEC and we have existing manufacturing and test capability that can be
deployed to progress SOEC stacks as well as a leading team of electrochemical
scientists with over a decade of intimate working knowledge of Ceres'
technology. We look forward to providing updates on our progress in due
course.

 

Financial

 

Following the extension of the Group's accounting period to the 18 months
ended 31 December 2020, these interim financial statements are the second set
of interim results that the Group has reported in this period.

 

The business continues to achieve solid commercial growth and we delivered
revenue and other income in the 12 months to June 2020 of £19.9m, up from
£16.4m in the previous year. The Group delivered an increased gross profit of
£13.8m (2019: £11.5m) at a gross margin of 73% (2019: 75%). The gross margin
achieved depends primarily on the mix between licence fees and engineering
services, and we continue to anticipate that this mix will vary going
forwards, based on deal flow.

 

Adjusted EBITDA loss of (£6.5m) increased from the prior year (£5.9m),
reflecting the higher gross profit offset by continued investment in
additional resources to support the company's growth. Operating loss increased
from £7.9m to £10.1m reflecting the movement in adjusted EBITDA loss as well
as increased depreciation, as the new manufacturing plant came onstream during
the period.

 

Loss after tax increased to (£7.3m), from (£4.8m), broadly mirroring the
change in operating loss. The tax credit of £2.4m (2019: £2.5m) includes a
Research and Development tax credit ("R&D tax credit") of £2.4m which we
received in early 2020 and is presented net of withholding tax suffered on
foreign revenues of £0.2m.

 

Net cash used in operating activities (£5.4m) increased from the prior year
(£3.1m) primarily reflecting the movement in EBITDA loss and movements in
working capital. During the 12-month period we invested £5.6m in capex (2019:
£7.7m), mainly relating to enhancing our manufacturing facility. We also
invested £2.5m (2019: £1.3m) in intangible assets, primarily in respect of
development costs, which we capitalised reflecting our confidence in the
commercialisation potential of the technology. As a result, equity-free cash
outflow(1) was (£13.4m) (2019: (£11.9m)).

 

Following the Group's adoption of IFRS 16 from 1 July 2019, right-of-use
assets of £4.2m (2019: £nil) have been recognised as at 30 June 2020,
relating to lease liabilities of £4.8m, primarily relating to leases of
premises. Net contract assets and liabilities increased to £4.3m (2019:
£3.2m) primarily due to timing differences between raising invoices and
recognising revenue on the Group's long-term contracts.

 

The Group is well-financed, holding £108m of cash, cash equivalents and
short-term investments at 30 June 2020 (at 30 June 2019: £71m).  During the
last 12 months, our strategic partners Bosch and Weichai invested £49m of new
equity shares in Ceres, through the issue of 15.4 million new ordinary shares,
reinforcing our existing strong financial position.

( )

(1) Equity-free cash flow is defined as the net change in cash and cash
equivalents in the relevant period less net cash generated from financing
activities plus the movement in short-term reserves.

 

Principal risks and uncertainties

 

There are a number of risks and uncertainties that have the potential to
impact the execution of the Group's strategy, as well as its short-term
results. The Board regularly reviews the risks facing the Group and these
risks are set out in the Annual Report along with mitigations to reduce the
likelihood of them occurring and to manage any possible impact.  The
Directors consider the following risks have emerged or changed since the
publication of the 2019 Annual Report.

 

Covid-19 has emerged and remains a risk to future manufacturing output and the
timing of partner programmes principally if in the future our people are not
able to access our facilities or our supply chain is disrupted.  So far, we
have put mitigations in place which have limited any impact to our operations
and we have managed the impact on the Group's results for the 12 months ended
30 June 2020 to be relatively small.  The risk of a hard Brexit remains and
the potential impact to the business is disruption to supply chain and
shipments around the end of 2020.  We are mitigating this by increasing
inventory levels.

 

An increasing operational risk is that, given recent commercial progress, the
Group may be unable to support the scale up of production in our licence
partners through supply chain issues, short term supply of stacks or the
ability to access key skills and resources.  The Company is mitigating these
risks by near term expansion of its manufacturing capacity, bringing on new
employees ahead of demand and working closely with suppliers.  As we progress
to mass manufacture, the financial and reputational impact of any issues with
product performance at scale are also increasing and we are putting
significant focus on product design and maturity. Similarly, as our technology
becomes available in multiple applications and geographies there is an
increased risk of IP loss or infringement and we are continuing to increase
the protection of our IP.

 

Finally, due to our significant cash reserves following the recent equity
investments from our strategic partners, the risk of access to capital is
considered to have further reduced as our need for further capital has
fallen.  This strong financial position, combined with a review of
stress-tested cashflow forecasts, provide the Directors with confidence
supporting the Group's continued ability to operate as a going concern for the
foreseeable future.

 

Strategy and Outlook

 

The urgency for climate action continues to drive the global demand for clean
and flexible sources of energy. Leading power system and engineering companies
are increasing their investments in new and complementary technologies to
orientate their businesses towards this purpose. Ceres' strategy of focusing
on these blue-chip OEMs, with a leading position in their products and
markets, has been highly successful and we continue to build on strong
foundations established in Japan, South Korea, Germany and China.

 

The past 12 months has provided important validation of Ceres' asset-light,
licensing model in power generation. We have assembled one of the world's best
teams of engineers and scientists working in solid oxide technology, which has
allowed us to grow our portfolio of global licensees and applications.

 

In tandem, we are committed to adapting our technology for further and future
applications and at the beginning of the year we announced our initial plan to
position the business to include electrolysis. More bullish reports from the
Hydrogen Council estimate the market for hydrogen could reach $2.5 trillion by
2050.  We believe that the Ceres' SteelCell®, when used as an SOEC, could
deliver significant future value for Ceres and we are beginning to invest to
ensure we are well-positioned to capitalise on these opportunities.

 

In the period, we have invested in our organisational structure, research and
development activities and in the expansion of pilot manufacturing at
Redhill.  We see a clear path to mass commercialisation of our fuel cell
technology with our partners, and with over £100 million of cash reserves
available we have the financial strength to deploy our technology in further
applications and geographies.

 

Despite the current turmoil in the global economy, Ceres has delivered a
strong performance in the last 12 months and continued positive trading gives
us significant optimism for the outlook and future success of the business. We
are proud to be a UK high growth clean technology business and view our
purpose, to deliver clean energy for a clean world, as being closely aligned
with momentum around the green recovery and as a path to deliver value to our
shareholders, our employees and customers, and to the benefit of society as a
whole.

 

 

Philip Caldwell

Chief Executive Officer

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME

For the 12 months ended 30 June 2020

 

                                                                          12 months ended              Year ended

                                                                          30 June 2020 (Unaudited)     30 June 2019 (Audited)

                                                                  Note    £'000                        £'000

 Revenue                                                          3       18,897                       15,300

 Cost of sales                                                            (5,095)                      (3,804)

 Gross profit                                                             13,802                       11,496

 Other operating income(1)                                                1,045                        1,065

 Operating costs                                                  4       (24,928)                     (20,485)

 Operating loss                                                           (10,081)                     (7,924)

 Finance income                                                   5       846                          552
 Finance expense                                                          (451)                        -

 Loss before taxation                                                     (9,686)                      (7,372)

 Taxation credit                                                  6       2,418                        2,538

 Loss for the financial period/year and total comprehensive loss          (7,268)                      (4,834)

 Loss per £0.10 ordinary share expressed in pence per share:

 Basic and diluted loss per share                                 7       (4.60)p                      (3.43)p

 

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

 

(1) (Other operating income relates to grant income.)

(

)

( )

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2020

                                                          30 June 2020 (Unaudited)    30 June 2019 (Audited)

                                                  Note    £'000                       £'000

 Assets
 Non-current assets
 Property, plant and equipment                    8       12,970                      9,769
 Right-of-use assets                              9       4,232                       -
 Intangible assets                                10      3,800                       1,322
 Other receivables                                12      741                         741
 Total non-current assets                                 21,743                      11,832

 Current assets
 Inventories                                      11      2,055                       1,403
 Contract assets                                  3       1,821                       722
 Trade and other receivables                      12      4,643                       4,204
 Prepayments and accrued income                   13      987                         1,497
 Derivative financial instrument                          2                           28
 Current tax receivable                           6       2,450                       2,292
 Short-term investments                           14      90,782                      63,700
 Cash and cash equivalents                        14      17,199                      7,567
 Total current assets                                     119,939                     81,413

 Liabilities
 Current liabilities
 Trade and other payables                         15      (2,560)                     (2,365)
 Contract liabilities                             3       (1,014)                     (3,061)
 Accruals and deferred income                     16      (3,667)                     (1,838)
 Lease liabilities                                17      (1,026)                     -
 Derivative financial instrument                          (1)                         (66)
 Provisions                                       18      (308)                       (158)
 Total current liabilities                                (8,576)                     (7,488)
 Net current assets                                       111,363                     73,925

 Non-current liabilities
 Accruals and deferred income                             -                           (323)
 Lease liabilities                                17      (3,823)                     -
 Provisions                                       18      (1,117)                     (992)
 Total non-current liabilities                            (4,940)                     (1,315)
 Net assets                                               128,166                     84,442

 Equity attributable to the owners of the parent
 Share capital                                    19      17,082                      15,277
 Share premium                                            227,430                     179,116
 Capital redemption reserve                               3,449                       3,449
 Merger reserve                                           7,463                       7,463
 Accumulated losses                                       (127,258)                   (120,863)
 Total equity                                             128,166                     84,442

 

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

   CONSOLIDATED CASH FLOW STATEMENT

   For the 12 months ended 30 June 2020

                                                                                 Note    12 months ended    Year ended 30 June 2019

                                                                                          30 June 2020      (Audited)

                                                                                         (Unaudited)
                                                                                         £'000              £'000
 Cash flows from operating activities
 Loss before taxation                                                                    (9,686)            (7,372)

 Adjustments for:
 Finance income                                                                          (846)              (552)
 Finance expense                                                                         451                -
 Depreciation of property, plant and equipment                                           2,167              1,025
 Depreciation of right-of-use assets                                                     515                -
 Amortisation of intangible assets                                                       55                 13
 Share-based payments charge                                                             873                909
 Net foreign exchange (gains)/losses                                                     46                 67
 Net change in fair value of financial instruments at fair value through profit          (40)               42
 and loss
 Operating cash flows before movements in working capital                                (6,465)            (5,868)
 Increase in trade and other receivables                                                 (492)              (1,412)
 Increase in inventories                                                                 (652)              (3)
 Increase/(decrease) in trade and other payables                                         2,578              (559)
 Increase in contract assets                                                             (1,099)            (722)
 (Decrease)/increase in contract liabilities                                             (2,047)            3,061
 Increase in provisions                                                                  275                299
 Net cash used in operations                                                             (7,902)            (5,204)
 Taxation received                                                                       2,460              2,146
 Net cash used in operating activities                                                   (5,442)            (3,058)

 Investing activities
 Purchase of property, plant and equipment                                               (5,554)            (7,693)
 Investment in intangible assets                                                         (2,533)            (1,288)
 Increase in short-term investments                                                      (27,082)           (63,700)
 Finance income received                                                                 743                193
 Net cash used in investing activities                                                   (34,426)           (72,488)

 Financing activities
 Proceeds from issuance of ordinary shares                                               50,462             77,926
 Net expenses from issuance of ordinary shares                                           (344)              (1,141)
 Repayment of lease liabilities                                                          (121)              -
 Finance interest paid                                                                   (451)              -
 Net cash generated from financing activities                                            49,546             76,785
 Net increase in cash and cash equivalents                                               9,678              1,239
 Exchange gains/(losses) on cash and cash equivalents                                    (46)               (67)
 Cash and cash equivalents at beginning of period/ year                                  7,567              6,395
 Cash and cash equivalents at end of period/ year                                14      17,199             7,567

 

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

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the 12 months ended 30 June 2020

 

                                   Share capital    Share premium    Capital redemption reserve    Merger reserve    Accumulated losses    Total
                                   £'000            £'000            £'000                         £'000             £'000                 £'000
 At 1 July 2018                    10,163           107,445          3,449                         7,463             (116,938)             11,582

 Comprehensive income
 Loss for the financial year       -                -                -                             -                 (4,834)               (4,834)
 Total comprehensive loss          -                -                -                             -                 (4,834)               (4,834)

 Transactions with owners
 Issue of shares, net of costs     5,114            71,671           -                             -                 -                     76,785
 Share-based payments charge       -                -                -                             -                 909                   909
 Total transactions with owners    5,114            71,671           -                             -                 909                   77,694
 At 30 June 2019                   15,277           179,116          3,449                         7,463             (120,863)             84,442

 Comprehensive income
 Loss for the financial period     -                -                -                             -                 (7,268)               (7,268)
 Total comprehensive loss          -                -                -                             -                 (7,268)               (7,268)

 Transactions with owners
 Issue of shares, net of costs     1,805            48,314           -                             -                 -                     50,119
 Share-based payments charge       -                -                -                             -                 873                   873
 Total transactions with owners    1,805            48,314           -                             -                 873                   50,992
 At 30 June 2020                   17,082           227,430          3,449                         7,463             (127,258)             128,166

 

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

1. Basis of preparation

On 2 April 2020, the Group announced that it was extending its current
accounting period from the twelve months ended 30 June 2020 to the 18 months
ended 30 December 2020. As a result, these interim financial statements are
the second set of interim results that the Group has reported during this
period, following the half-year report for the six months ended 31 December
2019 that the Group announced on 16 March 2020.

The condensed interim financial statements have been prepared in accordance
with the requirements of the AIM Rules for Companies and should be read in
conjunction with the annual financial statements for the year ended 30 June
2019. They have been prepared on a historical cost basis except that the
following assets and liabilities are stated at their fair value: derivative
financial instruments and financial instruments classified as fair value
through the profit or loss.

The interim financial information has been prepared in accordance with the
recognition and measurement requirements of International Financial Reporting
Standards (IFRS) and IFRIC interpretations issued by the International
Accounting Standards Board (IASB) adopted by the European Union. This report
is not prepared in accordance with IAS 34.

The principal accounting policies adopted in the preparation of the interim
financial statements are unchanged from those applied in the Group's financial
statements for the year ended 31 December 2019. The accounting policies
applied are consistent with those expected to be applied in the financial
statements for the year ended 31 December 2020.

The financial information contained in the condensed interim financial
statements is unaudited and does not constitute statutory financial statements
as defined by in Section 434 of the Companies Act 2006. The financial
statements for the year ended 30 June 2019, on which the auditors gave an
unqualified audit opinion, and did not draw attention to any matters by way of
emphasis, and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006, have been filed with the Registrar of Companies.

 

The consolidated interim financial information for the twelve months ended 30
June 2020 has been reviewed by the Company's Auditor, BDO LLP in accordance
with International Standard of Review Engagements 2410, Review of Interim
Financial Information Performed by the Independent Auditor of the Entity.

 

Going Concern

The Group has reported a loss after tax for the 12 month period ended 30 June
2020 of £7,268,000 and net cash used in operating activities of
£5,442,000.  At 30 June 2020, it held cash and cash equivalents and
short-term investments of £107,981,000.  The directors have prepared annual
budgets and cash flow projections that extend beyond 12 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 and
Brexit.  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.

2. Changes in accounting policies and standards

Except as described below the accounting policies adopted are consistent with
those of the financial statements for the year ended 30 June 2019, as
described in those financial statements.

New standards and amendments applicable as of 1 July 2019

 

The Group has adopted the following new standard with a date of initial
application of 1 July 2019.

 

·      IFRS 16 'Leases'

 

IFRS 16 - 'Leases'

 

IFRS16 specifies how to recognise, measure, present and disclose leases. The
standard provides a single lessee accounting model, requiring lessees to
recognise assets and liabilities for all leases unless the lease term is 12
months or less or the underlying asset has a low value.  The adoption of this
standard is mandatory for accounting periods starting after 1 January 2019.

 

The Group has applied IFRS 16 using the modified retrospective approach and
therefore the comparative information has not been restated and continues to
be reported under IAS 17 and IFRIC 14.

2. Changes in accounting policies and standards (continued)

The group holds leases for premises and IT equipment with lease terms ranging
from 6 months - 10 years.

 

As a lessee, the Group previously classified leases as operating or finance
leases based on its own assessment of whether the lease transferred
significantly all the risks and rewards incidental to ownership of the
underlying asset to the Group. Under IFRS 16, the Group recognises
right-of-use assets and lease liabilities for most leases. i.e. these leases
are on balance sheet.

 

The Group decided to apply recognition exemptions to short term leased plant
and machinery.  For leases of other assets, which were classified as
operating under IAS 17, the Group has recognised right-of use assets and lease
liabilities.

 

Leases classified as operating leases under IAS 17

 

At transition, lease liabilities were measured at the present value of the
remaining lease payments discounted at the Group's incremental borrowing rate
as at 1 July 2019.  The associated right-of-use asset for property leases and
other assets was measured at the amount equal to the lease liability adjusted
for the amount of any prepaid or accrued lease payments relating to that
lease.

 

The Group used the following practical expedients when applying IFRS 16 to
leases previously classified as operating leases under IAS 17:

 

-       Applied a single discount rate to a portfolio of leases with
similar characteristics; and

-       Excluded initial direct costs from measuring the right-of-use
asset at the date of initial application.

 

When measuring lease liabilities, the Group discounted lease payments using
the incremental borrowing rate as at the 1 July 2019.  This is estimated by
management to be 10%.

 

Impact on the financial statements.

 

On transition to IFRS 16 the Group recognised £4,747,000 of right-to-use
assets and a lease liability of £4,971,000. Prepayments and accruals were
decreased by £122,000 and £346,000 respectively.

 

As at 30 June 2020 the Group held right-of use assets of £4,232,000 and a
lease liability of £4,849,000 (£3,823,000 of which is non-current).  The
impact on the consolidated statement of profit and loss and other
comprehensive income for the 12 months ended 30 June 2020 was an increase to
the loss for the financial period of £143,000.  Operating costs were
decreased by £308,000, relating to additional charges of £515,000 for
depreciation and a reduction to rental charges on operating leases of
£823,000.  Finance expenses of £451,000 were incurred during the period.

 

Reconciliation of lease commitments in the prior year to lease liability
recognised under IFRS 16

                                                                             Land and Buildings    Other
                                                                             £'000                 £'000
 Operating lease commitments at 30 June 2019 as disclosed in the Group's     3,812                 29
 consolidated financial statements
 Recognition of period from break clause to lease end(1)                     3,469                 -
 Discounted using the incremental borrowing rate at 1 July 2019              (2,328)               (2)
 Less short-term leases recognised as an expense on a straight-line basis    -                     (9)
 Lease liabilities recognised 1 July 2019                                    4,953                 18

(1) Under the previous accounting policy the lease commitment was disclosed
for the non-cancellable element of the lease, that is, until the first break
clause. IFRS 16 requires companies to calculate the initial liability on the
full lease term, if it is considered to be reasonably certain the break will
not be exercised.

3. Revenue

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

Geographical market

                    12 months ended    Year ended 30 June 2019

                     30 June 2020      (Audited)

                    (Unaudited)
                    £'000              £'000
 Europe             8,438              10,553
 Asia               9,669              4,441
 North America      790                306
                    18,897             15,300

 

 

Major product/service lines

                                                                12 months ended    Year ended 30 June 2019

                                                                 30 June 2020      (Audited)

                                                                (Unaudited)
                                                                £'000              £'000
 Engineering services and provision of technology hardware      13,056             7,888
 Licenses                                                       5,841              7,412
                                                                18,897             15,300

 

 

Timing of transfer of goods and services

                                                           12 months ended    Year ended 30 June 2019

                                                            30 June 2020      (Audited)

                                                           (Unaudited)
                                                           £'000              £'000
 Products and services transferred at a point in time      6,600              7,057
 Products and services transferred over time               12,267             8,243
                                                           18,897             15,300

 

The contract assets and liabilities are as follows:

 

                                               30 June 2020    30 June 2019

                                               (Unaudited)     (Audited)
                                               £'000           £'000
 Trade receivables                       12    3,787           2,404
 Contract assets - accrued income              1,559           306
 Contract assets - deferred costs              262             416
                                               5,608           3,126

 Contract liabilities - deferred income        (1,014)         (3,061)
 Provision for loss making contracts           (86)            (65)
 Provision for warranties                      (222)           (93)
                                               (4,286)         (3,219)

 

 

 

 

 

 

 

4. Operating costs

 Operating costs are split as follows:
                                             12 months ended    Year ended 30 June 2019

                                              30 June 2020      (Audited)

                                             (Unaudited)
                                             £'000              £'000
 Research and development costs              16,754             13,799
 Administrative expenses                     6,529              4,618
 Commercial                                  1,645              2,068
                                             24,928             20,485

 

5. Finance income

 

                                                                              12 months ended    Year ended 30 June 2019

                                                                               30 June 2020      (Audited)

                                                                              (Unaudited)
                                                                              £'000              £'000
 Interest received                                                            646                552
 Foreign exchange gain on cash, cash equivalents and short-term deposits      200                -
                                                                              846                552

 

 

6.Taxation

 

                                             12 months ended    Year ended 30 June 2019

                                              30 June 2020      (Audited)

                                             (Unaudited)
                                             £'000              £'000
 UK corporation tax                          (2,450)            (2,292)
 Adjustment in respect of prior periods      (168)              (246)
 Withholding tax                             200                -
                                             (2,418)            (2,538)

 

No UK corporation tax liability has arisen (2019: £nil) due to the losses
incurred.

A tax credit has arisen as a result of expenditure surrendered and claimed
under the SME and large company R & D tax credit regimes in the current
and prior years.

Withholding tax has arisen on license income from China and South Korea.

 

7. Loss per share

                                                                    12 months ended    Year ended 30 June 2019

                                                                     30 June 2020      (Audited)

                                                                    (Unaudited)
                                                                    £'000              £'000

 Loss for the financial period/year attributable to shareholders    (7,268)            (4,834)

 Weighted average number of shares in issue                         158,072,531        140,956,490

 Loss per £0.10 ordinary share (basic and diluted)                  (4.60)p            (3.43)p

8. Property, plant and equipment

                                    Leasehold improvements                                                                     Assets under construction

                                     £'000                  Plant and machinery   Computer equipment   Fixtures and fittings    £'000                     Motor vehicles

£'000
£'000

                                                                                                       £'000                                              £'000            Total

                                                                                                                                                                           £'000
 Cost

 At 1 July 2018 (audited)           2,090                   9,311                 995                  69                      348                        -                12,813
 Additions (audited)                132                     1,535                 463                  -                       6,455                      12               8,597
 At 30 June 2019 (audited)          2,222                   10,846                1,458                69                      6,803                      12               21,410

 Additions (unaudited)              542                     3,318                 320                  34                      1,154                      -                5,368
 Transfers (unaudited)              2,958                   4,659                 -                    210                     (7,827)                    -                -
 Disposals (unaudited)              (5)                     -                     -                    -                       -                          -                (5)
 At 30 June 2020 (unaudited)        5,717                   18,823                1,778                313                     130                        12               26,773

 Accumulated depreciation

 At 1 July 2018 (audited)           2,028                   7,680                 839                  69                      -                          -                10,616
 Charge for the year (audited)      68                      798                   159                  -                       -                          -                1,025
 At 30 June 2019 (audited)          2,096                   8,478                 998                  69                      -                          -                11,641

 Charge for the period (unaudited)  375                     1,520                 227                  42                      -                          3                2,167
 Disposals (unaudited)              (5)                     -                     -                    -                       -                          -                (5)
 At 30 June 2020 (unaudited)        2,466                   9,998                 1,225                111                     -                          3                13,803

 Net book value
 At 30 June 2020 (unaudited)        3,251                   8,825                 553                  202                     130                        9                12,970
 At 30 June 2019 (audited)          126                     2,368                 460                  -                       6,803                      12               9,769

 

'Assets under construction' represents the cost of purchasing, constructing
and installing property, plant and equipment ahead of their productive use.
The category is temporary, pending completion of the assets and their transfer
to the appropriate and permanent category of property, plant and equipment. As
such, no depreciation is charged on assets under construction.

Assets under construction primarily consist of plant and machinery and
leasehold improvements relating to the new manufacturing site which started
production in January 2020. Leasehold improvements of £2,958k, Plant and
Machinery of £4,659k and Office equipment of £210k relating to the new
factory have been transferred to the relevant categories within the period.
Leasehold improvements are being depreciated over the life of the lease and
other assets relating to the factory are being depreciated over the expected
useful life of 7 years.

9. Right of use assets

 

                                  Land and Buildings    Computer equipment    Total (Unaudited)

                                  (Unaudited)           (Unaudited)
                                  £'000                 £'000                 £'000
 Cost

 At 1 July 2019                   -                     -                     -
 Additions as a result of IFRS16  4,728                 19                    4,747
 At 30 June 2020                  4,728                 19                    4,747

 Accumulated depreciation

 At 1 July 2019                   -                     -                     -
 Charge for the period/ year      507                   8                     515
 At 30 June 2020                  507                   8                     515

 Net book value
 At 30 June 2020                  4,221                 11                    4,232
 At 30 June 2019                  -                     -                     -

 

 

10. Intangible assets

 

                                                                                                                             30 June 2019

                                                                                                          30 June 2020      (Audited)

                                                                                                         (Unaudited)
                                                                                                         £'000              £'000
 Cost
 At 1 July                                                                                               1,335              47
 Additions from internal developments in relation to manufacturing site                                  178                187
 Additions from customer and internal development programmes                                             2,355              1,101
 At 30 June                                                                                              3,868              1,335

 Accumulated amortisation
 At 1 July                                                                                               13                 -
 Charge for the period/year                                                                              55                 13
 At 30 June                                                                                              68                 13

 Net book value
 At 30 June                                                                                              3,800              1,322

 

Capitalised development costs are amortised over their useful economic lives
of 2-7 years.

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

 

11. Inventory

                                                           30 June 2019

                                        30 June 2020      (Audited)

                                       (Unaudited)
                                       £'000              £'000
 Raw materials and finished goods      2,055              1,403

 

Inventories in raw materials and finished goods have increased in line with
the Group's increased manufacturing capacity in the period and management's
decision to hold a greater volume of some raw materials as the UK moves closer
to a withdrawal from the EU.

 

12. Trade and other receivables

                                            30 June 2019

                         30 June 2020      (Audited)

                        (Unaudited)
 Current:               £'000              £'000
 Trade receivables      3,787              2,404
 Other receivables      856                1,800
                        4,643              4,204
 Non-current:
 Other receivables      741                741

 

13. Prepayments and accrued income

                                                             30 June 2019

                                          30 June 2020      (Audited)

                                         (Unaudited)
 Current:                                £'000              £'000
 Prepayments                             548                523
 Prepayments of capital expenditure      -                  409
 Accrued grant income                    439                565
                                         987                1,497

 

14. Net cash and cash equivalents, short-term investments and financial assets

                                                                               30 June 2019

                                                            30 June 2020      (Audited)

                                                           (Unaudited)
                                                           £'000              £'000
 Cash at bank and in hand                                  5,431              1,502
 Money market funds                                        11,768             6,065
 Cash and cash equivalents                                 17,199             7,567

 Short-term investments (bank deposits > 3 months)         90,782             63,700
 Short-term investments                                    107,981            71,267

 

The Group typically places surplus funds into pooled money market funds with
durations of up to 3 months and bank deposits with durations of up to 12
months. The Group's treasury policy restricts investments in short-term
sterling money market funds to those which carry short-term credit ratings of
at least two of AAAm (Standard & Poor's), Aaa/MR1+ (Moody's) and AAA V1+
(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

                                                       30 June 2019

                                    30 June 2020      (Audited)

                                   (Unaudited)
 Current:                          £'000              £'000
 Trade payables                    2,332              2,255
 Taxation and social security      16                 -
 Other payables                    212                110
                                   2,560              2,365

 

16. Accruals and deferred income

                                                30 June 2019

                             30 June 2020      (Audited)

                            (Unaudited)
 Current:                   £'000              £'000
 Accruals                   2,546              1,838
 Deferred grant income      1,121              -
                            3,667              1,838
 Non-current:
 Accruals                   -                  323

 

17.  Lease Liabilities

                                                          £'000

 Balance as at 1 July 2019                                -
 Finance leases recognised as a result of IFRS16          4,971
 Lease payments                                           (573)
 Interest expense                                         451
 Balance as at 30 June 2020                               4,849

 Current                                                  1,026

 Non-current                                              3,823

 

18.  Provisions

                                                                         Property Dilapidations                                       Total

                                                                                                   Warranties     Contract Losses
                                                                         £'000                     £'000          £'000               £'000
 At 1 July 2019                                                          992                       93             65                  1,150
 Movements in the Consolidated Statement of Profit and Loss and Other
 Comprehensive income:
 Unused amounts reversed                                                 -                         -              (38)                (38)
 Increase in provision                                                   125                       129            59                  313
 At 30 June 2020                                                         1,117                     222            86                  1,425

 Current                                                                 -                         222            86                  308
 Non-current                                                             1,117                     -              -                   1,117
 At 30 June 2020                                                         1,117                     222            86                  1,425

 

 

19. Share capital

                                                                          2020                               2019
                                                                          Number of £0.10    (Unaudited)     Number of £0.01   Number of £0.10    (Audited)

Ordinary

Ordinary
Ordinary

shares           £'000
shares
shares           £'000
 Allotted and fully paid
 At 1 July                                                                152,769,812       15,277           1,016,269,193     -                 10,163
 Allotted £0.01 Ordinary shares on exercise of share options              -                 -                6,041,441         -                 60
 27 July 2018 - Allotted £0.01 Ordinary shares on cash placing            -                 -                260,952,296       -                 2,609
 7 August 2018 - 1-for-10 share consolidation                             -                 -                (1,283,262,930)   128,326,293       -
 Allotted £0.10 Ordinary shares on exercise of employee share options     2,668,580         267              -                 926,155           93
 Allotted £0.10 Ordinary shares on cash placing (see below)               15,377,050        1,538            -                 23,517,364        2,352
 At 30 June                                                               170,815,442       17,082           -                 152,769,812       15,277

 

During the period 2,668,580 ordinary £0.10 shares were allotted for cash
consideration of £1,255,791 on the exercise of employee share options. On the
12 March 2020, the Company completed an allotment of 11,888,070 ordinary
£0.10 shares in respect of the Bosch strategic investment, announced via the
Regulatory News Service (RNS) on the 22 January 2020 for £38,041,824 and on
the 15 April 2020 the Company completed an allotment of 3,488,980 ordinary
£0.10 shares for £11,164,736 in respect of Weichai exercising its
anti-dilution rights, this was announced via the RNS on the 23 March 2020.

 

20. Contingent liabilities

Contingent liabilities are potential future cash outflows which are either not
probable or cannot be measured reliably.

Grants received of £705,000 (2019: £705,000), or an element thereof, may
require repayment if the Group generates revenue (net of expenses and
reasonable overheads) from the intellectual property created from the grant.
In such case,

the Group may be liable to pay back the grant at a rate of 5% of the net
revenue generated in any one year. The Directors of the Group believe it is
unlikely that any of the grants received will need to be repaid.

 

21. Capital commitments

Capital expenditure that has been contracted for but has not been provided for
in the financial statements amounts to £2,072,000 as at 30 June 2020 (2019:
£1,116,000), in respect of the acquisition of property, plant and equipment.

 

22. Related party transactions

As at 30 June 2019, the Group's related parties were its Directors and IP
Group plc, through IP2IPO Ltd, which held 19.8% of the Group's issued share
capital. On 21 May 2020, IP Group plc reduced its holding to 5.1% of the
issued share capital, and on 11 June 2020 Alan Aubrey stepped down from his
role as Chairman. As a result of Alan stepping down as Chairman, Ceres
determined that IP Group plc ceased to be a related party from 11 June 2020.
Subsequent to the period end, IP Group plc further reduced its holding to
0.02%.

Alan Aubrey and Robert Trezona will continue to serve in their roles as
Non-Executive Directors until 28 September 2020. Transactions with IP Group
plc during the period 1 July 2019 until 11 June 2020 amounted to £60,978
(2019: £83,000) comprising primarily of Non-Executive Director fees of
£37,912 (2019: £40,000), disbursements and other expenses of £8,065 (2019:
£3,000), recruitment fees £15,000 (2019: £20,000), and corporate finance
fees of £nil (2019: £20,000).

 

 INDEPENDENT REVIEW REPORT TO Ceres power holdings plc

Introduction

We have been engaged by the Company to review the condensed set of financial
statements in the interim financial report for the twelve months ended 30 June
2020 which comprises the Consolidated Statement of Profit and Loss and
Comprehensive Income, Consolidated Statement of Financial Position,
Consolidated Cash Flow Statement and the Consolidated Statement of Changes in
Equity.

We have read the other information contained in the interim financial report
and considered whether it contains any apparent misstatements or material
inconsistencies with the information in the condensed set of financial
statements.

Directors' responsibilities

The interim report, including the financial information contained therein, is
the responsibility of and has been approved by the directors.  The directors
are responsible for preparing the interim report in accordance with the rules
of the London Stock Exchange for companies trading securities on AIM which
require that the interim report be presented and prepared in a form consistent
with that which will be adopted in the Company's annual accounts having regard
to the accounting standards applicable to such annual accounts.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the interim financial report based on our
review.

Scope of review

We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410, ''Review of Interim Financial Information
Performed by the Independent Auditor of the Entity'', issued by the Financial
Reporting Council for use in the United Kingdom.  A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures.  A review is substantially less in scope than an
audit conducted in accordance with International Standards on Auditing (UK)
and consequently does not enable us to obtain assurance that we would become
aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the interim
financial report for the twelve months ended 30 June 2020 is not prepared, in
all material respects, in accordance with the rules of the London Stock
Exchange for companies trading securities on AIM.

Use of our report

Our report has been prepared in accordance with the terms of our engagement to
assist the Company in meeting the requirements of the rules of the London
Stock Exchange for companies trading securities on AIM and for no other
purpose.  No person is entitled to rely on this report unless such a person
is a person entitled to rely upon this report by virtue of and for the purpose
of our terms of engagement or has been expressly authorised to do so by our
prior written consent.  Save as above, we do not accept responsibility for
this report to any other person or for any other purpose and we hereby
expressly disclaim any and all such liability

 

 

 

BDO LLP

Chartered Accountants

Guildford

 

 

 

BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).

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.   END  IR EAANXADKEEFA

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