TIDMPPS

RNS Number : 0632M

Proton Motor Power Systems PLC

17 September 2021

17 September 2021

Proton Motor Power Systems plc

("Proton Motor" or the "Company")

Unaudited Interim Results for the six months to 30 June 2021

Proton Motor Power Systems plc (AIM: PPS), the designer, developer and producer of fuel cells and fuel cell electric hybrid systems with a zero-carbon footprint, announces its unaudited interim results for the six months ended 30 June 2021.

Highlights

- Order intake of GBP1.8m for a total order book at the period end of GBP7.3m to be delivered by 2023, including repeat orders from GKN, the international engineering and aerospace group

- Memorandum of understanding signed with Electra Commercial Vehicles, which was followed by an initial order after the period end

   -       Quotes currently with customers exceeding a value of EUR45m 
   -       Sales of GBP922k in H1 2021 (H1 2020: GBP1.1m) 
   -       Generating a positive gross margin 
   -       Increased existing loan facilities with principal shareholders by approximately EUR12m 

For further information:

 
 Proton Motor Power Systems plc 
 Dr Faiz Nahab, CEO 
  Helmut Gierse, Chairman 
  Roman Kotlarzewski, CFO           Tel.: +44 (0) 7866 122678 
  Brendan Bilton, Investor and 
  Business Relations                Tel: +49 (0) 173 189 0923 
  Antonio Bossi, Non-Executive 
  Director, Investor Relations      www.protonpowersystems.com 
                                    investor-relations@proton-motor.de 
 Shore Capital 
  Nominated adviser and broker 
 Tom Griffiths / David Coaten     Tel: +44 (0) 20 7408 4050 
                                   www.shorecap.co.uk 
 

About Proton Motor Fuel Cell GmbH

Proton Motor has more than 20 years of experience in power solutions using clean technologies such as hydrogen fuel cells, fuel cell and hybrid systems with a zero carbon footprint. Based in Puchheim near Munich, Proton Motor offers complete fuel cell and hybrid systems from a single source - from the development and production through the implementation of customized solutions. The focus of Proton Motor is on back-to-base applications, including mobile, marine and stationary applications. The product portfolio consists of base-fuel cell systems, standard complete systems, as well as customized systems.

Proton Motor serves IT, Telecoms, public infrastructure and healthcare customers in Germany, Europe and Middle East with power supply solutions for DC and AC power demand. In addition to power supply, SPower also offers solutions for Solar Systems as well as a new product line for Solar Energy Storage.

Proton Motor Fuel Cell GmbH is a wholly owned subsidiary of Proton Motor Power Systems plc. The Company has been quoted on the AIM market of the London Stock Exchange since October 2006 (code: PPS).

Chairman's report

We are pleased to report our unaudited results for the six months ended 30 June 2021.

Overview:

Proton Motor has made further progress in the first half of this year in developing its strategic partnerships with some large customers and building its sales pipeline.

We have strengthened our organisation to continue to deliver complete zero emission power supply solutions with the addition of staff in production and product development.

Despite the COVID-19 backdrop, a further strengthening of industry and consumer demand for alternative sources of energy continues, supported by various governments' strategies towards the "hydrogen economy". Proton Motor's technological offering continues to mature and remains aligned with this growing demand and supports the continuing commercialisation of the group's products. The potential sales order and production pipeline is strong and expected to continue to grow.

Highlights and Financial Results H1 2021:

-- Order intake of GBP1.8m (H1 2020: GBP5.9m, which included a single large order worth in excess of EUR5m) for a total order book at the period end of GBP7.3m (H1 2020: GBP6.4m) to be delivered by 2023.

   --    Gross profit of GBP97,000. 
   --    After the period end, we received: 

o An initial order from Electra Commercial Vehicles ("Electra") for a HyRange system

o A follow on order from E-Trucks Europe for seven HyRange 43 systems

o Two further orders from GKN for a total of nine PM Module S8 fuel cell systems.

-- 29% of order intake derived from the stationary segment, 46% from the mobility segment with most of the remainder relating to an order for engineering services coupled with the delivery of specified prototypes.

   --    Quotes currently with customers exceeding a value of EUR45m. 

-- Having implemented all recommended protective measures from the onset of the COVID-19 pandemic at its factory in Puchheim, there have only been 5 isolated cases of COVID-19 amongst the Company's staff. Whilst our staff have to maintain social distancing and other recommended measures to protect themselves against the virus, our factory in Puchheim remains fully operational and our production capacity is unaffected.

-- Sales in the first half of 2021 were GBP922k, compared to the first half 2020 sales of GBP1,101k. Order intake and sales income are also being derived from service and maintenance agreements for past and future sales.

Finance

Proton Motor received orders for GBP1.8m in the first half year including a number of repeat orders from customers. Repeat orders allow better planning of production material purchases on more favourable terms, which management expects will lead to an improvement in margins.

Sales in H1 2021 were GBP922k (H1 2020: GBP1.1m), arising from the 2020 order intake. GBP1.3m was invested in the development programme and our workforce increased by 12 to 99 full time employees. We added staff resources predominantly in the areas of production and product development.

We generated a Gross Profit of GBP97,000 in the period.

Excluding the impact of the embedded derivative and exchange losses, the operating loss in the first half of 2021 was GBP3.9m vs. GBP2.8m in the first half of 2020 which was in line with our budgeted expectations and resulted from further investments in product development, production and staff in addition to manufacturing infrastructure.

GBP197k was invested in equipment and infrastructure during the period (H1 2020: GBP132k).

The "Fair value gain" in our financial results relating to the embedded derivative is a non-operating, non-cash item, required by IFRS financial reporting, which is based on gauging the potential effects of partial convertible interest on loan financing. The main value driver of the embedded derivative calculation is the market price of the Company's ordinary shares. The movement on the embedded derivative for the first half of 2021 results in a substantial gain due to the change in the market price of the shares between 1 January 2021 and 30 June 2021. The non-operating result in the first half of 2021 was also positively affected by the movement of exchange rates between Pound Sterling and the Euro.

Cash burn from operating activities increased during the period to GBP4.4m vs. GBP4.0m in the first half of 2020 reflecting the increased level of activity to deliver our sales pipeline and from further investment. Cash flow is our key financial performance target and our objective is to achieve a positive cash flow in the shortest time possible. Current contracts are quoted with up-front payments reducing reliance on working capital as we continue to invest in our manufacturing capability. The cash position at 30 June 2021 was GBP2.7m vs. GBP337k at 30 June 2020.

We were very pleased with the continued support of our principal shareholders with whom we agreed to increase the existing financing facilities by EUR11.9 million to ensure operational financing for the Company into 2022. The principal and interest on these additional facilities is not convertible and interest is charged at LIBOR+3%.

The fuel cell market

The 2019 global fuel cells market size was valued at approximately US$10.48 billion, according to a study conducted by Grand View Research. The upward trend in fuel cell demand was foreseen to continue throughout 2020 and beyond. Expecting a CAGR of 15.5% during the years 2020-2027, the market size will exceed US$33 billion in 2027.

Source: www.grandviewresearch.com/industry-analysis/fuel-cell-market

The various European Government programmes intended to support the hydrogen economy which we set out in our trading update of 4 March 2021 remain in place, and we also look forward to any indication of further support ahead of, or during, the COP26 Climate Change Conference later this year. We were very pleased to read the recently published UK Government's Hydrogen Strategy which envisions kick starting a world-leading hydrogen economy set to support over 9,000 UK jobs and unlock GBP4 billion investment by 2030.

Interestingly, we also note the recent legislative changes in the UK which will restrict the entitlement to use red diesel and rebated biodiesel from most sectors from April 2022. As a result, most users of red diesel in the UK will have to use fuel taxed at the standard rate for diesel from April 2022. This is likely to make alternative solutions, such as fuel cells, more competitive in many settings.

Group activity

I was particularly pleased that Proton Motor received repeat orders from some of our key customers including GKN, the international engineering and aerospace group, and from E-Trucks Europe, which produces hydrogen-electric hybrid heavy duty vehicles.

Repeat orders from these important customers are a validation of both our technology and our commercial proposition.

We are also pleased to see the recent announcement by our partner, Electra that their first unit comprising a Proton Motor HyRange 43 system will be on the road in December 2021. Recently, Electra has also been chosen as a sub-contractor to Sainsbury's and Element Energy for their trial of hydrogen-powered heavy goods vehicles in the Tees Valley area.

Following the successful product launch of the fourth generation stack modules we have been focusing on selling fuel cell systems with an electrical power output from 30 kW up to 150 kW for mobile, stationary, maritime and rail applications. In addition, quotes for complete power supply units are still being offered.

With these fourth-generation fuel cell stacks and systems, the Company has set up strategic partnerships with electrical drive train manufacturers and industrial partners. The systems can be used in combination with a battery to power a hybrid drive train for electric driven light duty vehicles, inner city buses or industrial power supply solutions. We are also seeing growing interest from truck manufacturers for municipality maintenance vehicles.

Proton Motor has been a member of the EU funded project REVIVE consortium since 2019. As part of this project, a fuel cell system for integration into a garbage truck has been designed. A PM400 Stack Module 144 is being integrated into a HyRange(R) fuel cell system. The integration into the truck is being carried out together with the vehicle manufacturer E-Trucks Europe ("E-Trucks"), based in Belgium. Several of these HyRange 43 fuel cell systems were produced and shipped to Belgium at the beginning of the project. In January 2020 and June 2021, E-Trucks placed further orders for these systems and for the trucks in which the systems will be installed as part of the REVIVE project.

As announced on 10 August 2020, Proton Motor is producing a containerised fuel cell hybrid system intended to power Shell New Energies' line of portable hydrogen refuelling units for buses and trucks. The system comprises three PM Frame S43 fuel cell systems in combination with a battery system installed inside a 20 feet container. The container is currently being commissioned and will be delivered in Q4.

We have now delivered and commissioned the 100kW fuel cell package, integrated into a container, for our partner APEX Energy Teterow GmbH (APEX). The system has been in operation since May 2021. Proton Motor is now working with APEX under the previously announced framework agreement which envisages 10 more of these fuel cell systems to be delivered in the next 3 years.

The system ordered by Linsinger, which was announced on 4 February 2020, has, after the period end, been delivered to the customer. This system consists of two multistack systems each including three PM400 Stack module 120. In total, the fuel cell system package has an installed fuel cell power of 213 kW and will be used to power a rail milling machine.

As previously announced, Proton Motor has continued the development of its fifth generation stack modules. These new generation stacks are ready for volume production through the automated fuel cell manufacturing line which was installed in May 2019.

I personally thank all our customers who believe in us, our committed employees and our shareholders who have the vision to invest in our mission.

 
 Helmut Gierse 
  Non-Executive Chairman 
 

STATEMENT OF COMPREHENSIVE INCOME

 
                                                       Unaudited         Unaudited             Audited 
                                                      At 30 June        At 30 June      At 31 December 
                                           Note             2021              2020                2020 
                                                         GBP'000           GBP'000             GBP'000 
 Revenue                                                    922              1,101               1,893 
 Cost of sales                                             (825)             (775)             (1,976) 
                                                 ---------------  ----------------  ------------------ 
 Gross profit / (loss)                                       97                326                (83) 
 Other operating income                                      234                28                 492 
 Administrative expenses                                 (4,232)           (3,185)             (7,537) 
                                                 ---------------  ----------------  ------------------ 
 Operating loss                                          (3,901)           (2,831)             (7,128) 
 Finance income                                                1                 2                   3 
 Finance costs incl. exchange 
  differences                                              2,735           (7,438)             (8,638) 
 (Loss) for the period before 
  embedded derivatives                                   (1,165)          (10,267)            (15,763) 
                                                 ---------------  ----------------  ------------------ 
 Fair value gain/(loss) on embedded 
  derivatives                                            212,739         (210,919)           (386,870) 
                                                 ---------------  ----------------  ------------------ 
 Gain/(Loss) for the period 
  attributable to shareholders                           211,574         (221,186)           (402,633) 
                                                 ---------------  ----------------  ------------------ 
 
 Gain/(Loss) / Profit per share 
  (expressed as pence per share) 
 Basic                                     7                27.3            (32.9)              (57.0) 
 Diluted                                   7                13.2            (14.8)              (26.4) 
 (Loss) / Profit per share (expressed 
  as pence per share) excluding 
  embedded derivative 
 Basic                                     7               (0.2)             (1.5)               (2.2) 
 Diluted                                   7               (0.1)             (0.7)               (1.0) 
 

OTHER COMPREHENSIVE INCOME

 
                                           Unaudited     Unaudited           Audited 
                                          At 30 June    At 30 June    At 31 December 
                                                2021          2020              2020 
                                             GBP'000       GBP'000           GBP'000 
                                        ------------  ------------  ---------------- 
 Gain/(Loss) / Profit for the 
  period                                     211,574     (221,186)         (402,633) 
                                        ------------  ------------  ---------------- 
 Other comprehensive (expense) 
  / income 
                                        ------------  ------------  ---------------- 
 Items that may not be reclassified 
  to profit and loss 
 
 Exchange differences on translating 
  foreign operations                             185         (113)             (761) 
                                        ------------  ------------  ---------------- 
 Total other comprehensive income 
  / (expense)                                    185         (113)             (761) 
                                        ------------  ------------  ---------------- 
 Total comprehensive (expense) 
  for the year                               211,759     (221,299)         (403,394) 
                                        ============  ============  ================ 
 

STATEMENT OF FINANCIAL POSITION

 
                                           Unaudited     Unaudited           Audited 
                                          At 30 June    At 30 June    At 31 December 
                                                2021          2020              2020 
                                             GBP'000       GBP'000           GBP'000 
 Assets 
 Non-current assets 
 Intangible assets                                97            29                64 
 Property, plant and equipment                 1,434         1,451             1,484 
 Right-of-use assets                             210           388               285 
 Fixed asset investments                          11            11                11 
                                        ------------  ------------  ---------------- 
 Total non-current assets                      1,752         1,879             1,844 
 
 Current assets 
 Inventories                                   2,842         2,580             1,790 
 Trade and other receivables                     699           284               348 
 Cash and cash equivalents                     2,702           337             2,739 
                                        ------------  ------------  ---------------- 
 Total current assets                          6,243         3,201             4,877 
                                        ------------  ------------  ---------------- 
 Total Assets                                  7,995         5,080             6,721 
                                        ============  ============  ================ 
 
 Current Liabilities 
 Trade and other payables                    (5,019)       (1,859)           (4,389) 
 Lease debt                                    (206)         (106)             (196) 
 Borrowings                                    (615)         (865)             (814) 
                                        ------------  ------------  ---------------- 
 Total current liabilities                   (5,840)       (2,830)           (5,399) 
 
 Non-current liabilities 
 Borrowings                                 (80,023)      (75,852)          (79,238) 
 Lease debt                                     (15)         (289)             (104) 
 Embedded derivatives on convertible 
  interest                                 (396,462)     (433,250)         (609,201) 
                                        ------------  ------------  ---------------- 
 Total non-current liabilities             (476,500)     (509,391)         (688,543) 
                                        ------------  ------------  ---------------- 
 Total Liabilities                         (482,340)     (512,221)         (693,942) 
                                        ------------  ------------  ---------------- 
 
 Net liabilities                           (474,345)     (507,141)         (687,221) 
                                        ============  ============  ================ 
 
 Equity 
 Capital and reserves attributable 
  to equity shareholders 
 Share capital                                11,022         9,996            10,598 
 Share premium account                        20,254        18,825            19,574 
 Merger reserve                               15,656        15,656            15,656 
 Reverse acquisition reserve                (13,861)      (13,861)          (13,861) 
 Share option reserve                            961           948               949 
 Foreign translation reserve                   9,448        12,887            11,038 
 Capital contributions                         1,215         1,233             1,215 
 Accumulated losses                        (519,040)     (552,825)         (732,390) 
                                        ------------  ------------  ---------------- 
 Total equity                              (474,345)     (507,141)         (687,221) 
                                        ============  ============  ================ 
 

STATEMENT OF CHANGES IN EQUITY

 
                                                  Reverse     Share      Foreign       Capital 
                   Share     Share    Merger  Acquisition    Option  Translation  Contribution  Accumulated      Total 
                 Capital   Premium   Reserve      Reserve   Reserve      Reserve      Reserves       Losses     Equity 
 
                 GBP'000   GBP'000   GBP'000      GBP'000   GBP'000      GBP'000       GBP'000      GBP'000    GBP'000 
Balance at 1 
 January 2020      9,970    18,704    15,656     (13,861)       968       10,437         1,151    (328,996)  (285,971) 
Share based 
 payments              -         -         -            -      (20)            -             -            -       (20) 
Proceeds from 
 share issues         26       121         -            -         -            -             -            -        147 
Currency 
translation 
differences            -         -         -                      -            -             -            -      - 
 
Transactions 
 with owners          26       121         -            -      (20)       -                  -            -        127 
Loss for the 
 year                  -         -         -            -         -            -             -    (221,185)  (221,185) 
Other 
comprehensive 
income: 
Currency 
 translation 
 differences           -         -         -            -         -        2,450            82      (2,644)      (112) 
 
Total 
 comprehensive 
 income for 
 the 
 year                  -         -         -            -         -        2,450            82    (223,829)  (221,297) 
 
Balance at 30 
 June 2020         9,996    18,825    15,656   (13,861)         948       12,887         1,233    (552,825)  (507,141) 
 
Balance at 1 
 July 2020         9,996    18,825    15,656   (13,861)         948       12,887         1,233    (552,825)  (507,141) 
Share based 
 payments              -         -         -            -         1            -             -            -          1 
Proceeds from 
 share issues        602       749         -            -         -            -             -            -      1,351 
Currency 
translation 
differences            -         -         -                      -            -             -            -      - 
 
Transactions 
 with owners         602       749         -            -         1       -                  -            -      1,352 
Loss for the 
 year                  -         -         -            -         -            -             -    (181,448)  (181,448) 
Other 
comprehensive 
income: 
Currency 
 translation 
 differences           -         -         -            -         -      (1,849)          (18)        1,883         16 
 
Total 
 comprehensive 
 income for 
 the 
 year                  -         -         -            -         -      (1,849)          (18)    (179,565)  (181,432) 
 
Balance at 31 
 December 2020    10,598    19,574    15,656   (13,861)         949       11,038         1,215    (732,390)  (687,221) 
 
 
 
 
 
Balance at 1 
 January 2021          10,598  19,574  15,656  (13,861)  949   11,038  1,215  (732,390)  (687,221) 
Share based payments        -       -       -         -   12        -      -          -         12 
Proceeds from 
 share issues             424     680       -         -    -        -      -          -      1,104 
Currency translation 
 differences                -       -       -              -        -      -          -      - 
 
Transactions 
 with owners              424     680       -         -   12     -         -          -      1,116 
Loss for the 
 year                       -       -       -         -    -        -      -    211,574    211,574 
Other comprehensive 
 income: 
Currency translation 
 differences                -       -       -         -    -  (1,590)      -      1,776        186 
 
Total comprehensive 
 income for the 
 year                       -       -       -         -    -  (1.590)      -    213,350   211,760 
                       ------  ------  ------  --------  ---  -------  -----  ---------  --------- 
 
Balance at 30 
 June 2021             11,022  20,254  15,656  (13,861)  961    9,448  1,215  (519,040)  (474,345) 
                       ======  ======  ======  ========  ===  =======  =====  =========  ========= 
 
 
 
 

Share premium account

Costs directly associated with the issue of the new shares have been set off against the premium generated on issue of new shares.

Merger reserve

The merger reserve of GBP15,656,000 arose as a result of the acquisition of Proton Motor Fuel Cell GmbH during 2006. The merger reserve represents the difference between the nominal value of the share capital issued by the Company and their fair value at 31 October 2006, the date of the acquisition.

Reverse acquisition reserve

The reverse acquisition reserve arose as a result of the method of accounting for the acquisition of Proton Motor Fuel Cell GmbH by the Company. In accordance with IFRS 3 the acquisition has been accounted for as a reverse acquisition.

Share option reserve

The Group operates an equity settled share-based compensation scheme. The fair value of the employee services received for the grant of the options is recognised as an expense. The total amount to be expensed over the vesting period is determined by reference fair value of the options granted. At each balance sheet date the Company revises its estimate of the number of options that are expected to vest. The original expense and revisions of the original estimates are reflected in the income statement with a corresponding adjustment to equity. The share option reserve represents the balance of that equity.

CASH FLOW STATEMENT

 
                                                   Unaudited     Unaudited                    Audited 
                                                  At 30 June    At 30 June             At 31 December 
                                                        2021          2020                       2020 
                                                     GBP'000       GBP'000                    GBP'000 
 Cash flows from operating activities 
 Profit / (Loss) for the period                      211,574     (221,186)                  (402,633) 
                                                ------------  ------------  ------------------------- 
 Adjustments for: 
 Depreciation and amortisation                           201           275                        574 
 Loss on disposal of property,                             -             -                          - 
  plant and equipment 
 Impairment of investment                                  -             -                          - 
 Interest income                                         (1)           (2)                        (3) 
 Interest expense                                        721         2,509                      5,192 
 Share based payments                                   (12)          (20)                       (19) 
 Movement in inventories                             (1,052)         (172)                        618 
 Movement in trade and other 
  receivables                                          (351)          (44)                      (108) 
 Movement in trade and other 
  payables                                               630       (1,190)                      1,340 
 Movement in fair value of embedded 
  derivatives                                      (212,739)       210,919                    386,870 
 Exchange rate movements                             (3,456)         4,929                      3,446 
                                                ------------  ------------  ------------------------- 
 Net cash used in operations                         (4,485)       (3,982)                    (4,723) 
                                                ------------  ------------  ------------------------- 
 
 Cash flows from investing activities 
 Purchase of intangible assets                          (45)           (8)                       (56) 
 Purchase of property, plant 
  and equipment                                        (152)         (120)                      (373) 
 Purchase value of leased assets                        (21)             -                          - 
 Investment in associate company                           -             -                          - 
 Interest received                                         2             2                          3 
                                                ------------  ------------  ------------------------- 
 Net cash used in investing 
  activities                                           (216)         (127)                      (426) 
                                                ------------  ------------  ------------------------- 
 
 Cash flows from financing activities 
 Proceeds from issue of loan 
  instruments                                          4,423         3,617                      5,776 
 Proceeds from issue of new 
  shares                                                  30           147                      1,498 
 New obligations of lease debt                            21             -                          - 
 Repayment of obligations under 
  lease debt                                           (106)          (93)                      (187) 
 Repayment of short term borrowings                    (175)             -                       (69) 
                                                ------------  ------------  ------------------------- 
 Net cash generated from financing 
  activities                                           4,193         3,671                      7,018 
                                                ------------  ------------  ------------------------- 
 
 Net increase in cash and cash 
  equivalents                                          (508)         (438)                      1,869 
 Effect of foreign exchange 
  rates                                                  471         (253)                      (158) 
 Opening cash and cash equivalents                     2,739         1,028                      1,028 
                                                ------------  ------------  ------------------------- 
 Closing cash and cash equivalents                     2,702           337                      2,739 
                                                ============  ============  ========================= 
 
 
 
 

Notes to the interim report

    1.             Basis of preparation 

These interim consolidated financial statements of Proton Power Systems plc were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to those companies under IFRS. They were also prepared under the historical cost convention and in accordance with IFRS interpretations (IFRICS) except for embedded derivatives which are carried at fair value through the income statement and on the basis that the Group continues to be a going concern. The condensed consolidated interim financial statements have been prepared in accordance with the accounting policies adopted in the 31 December 2020 statutory audited financial statements. No new accounting standards have been adopted by the group since preparing its last annual report.

The Group has chosen not to adopt IAS 34 (Interim Financial Statements) in preparing these financial statements therefore the interim financial information is not in full compliance with IFRS.

The financial information for the half year ended 30 June 2021 set out in this interim report is unaudited and does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's audited statutory financial statements for the year ended 31 December 2020 have been filed with the Registrar of Companies. The independent auditor's report on those financial statements was unqualified and did not contain statements under Section 498(2) or (3) of the Companies Act 2006.

Until such time as the Group achieves operational cash inflows through becoming a volume producer of its products to a receptive market it will remain dependent on its ability to raise cash to fund its operations from existing and potential shareholders and the debt market.

In preparing the consolidated financial information, Proton Motor Fuel Cell GmbH has been deemed to be the acquirer and the Company, the legal parent, has been deemed to be the acquiree. Under IFRS 3 "Business Combinations", the acquisition of Proton Motor Fuel Cell GmbH by the Company has been accounted for as a reverse acquisition and the consolidated IFRS financial information of the Company is therefore a continuation of the financial information of Proton Motor Fuel Cell GmbH.

Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group's interest in the fair value of the identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment at least annually, or more frequently where circumstances suggest an impairment may have occurred. Any impairment is recognised immediately in income statement and is not subsequently reversed.

On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

   2.             Critical accounting estimates and judgements 

The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below.

Recognition of development costs

Self developed intangible assets are recognised where the Group can estimate that it is probable that future economic benefits will flow to the entity.

Impairment of goodwill

The carrying value of goodwill must be assessed for impairment annually, or more frequently if there are indications that goodwill might be impaired. This requires an estimation of the value in use of the cash generating units to which goodwill is allocated. Value in use is dependent on estimations of future cash flows from the cash generating unit and the use of an appropriate discount rate to discount those cash flows to their present value.

Classification and fair value of financial instruments

The Group uses judgement to determine the classification of certain financial instruments, in particular convertible loans advanced during the year. Judgement is applied to determine whether the instrument is a debt, equity or compound instrument and whether any embedded derivatives exist within the contracts.

Judgements have been made regarding whether the conversion feature meets the "fixed for fixed" test in each instrument. In the case of each instrument it is deemed it is not met on the basis that the loan is in Euros and shares are in Sterling.

The Group uses valuation techniques to measure the fair value of these financial instruments. In applying these valuation techniques, management use estimates and assumptions that are, as far as possible, consistent with observable market data. Where applicable market data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.

   3.             Segmental information 

An operating segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other operating segments for which discreet financial information is available and is regularly reviewed by the Chief Operating Decision Maker ("CODM").

Based on an analysis of risks and returns, the Directors consider that the Group has only one identifiable operating segment, green energy.

All non-current assets are located in Germany.

   4.             Share based payments 

The Group has incurred an expense in respect of share options and shares issued to directors as follows:

 
                    Unaudited     Unaudited           Audited 
                   At 30 June    At 30 June    At 31 December 
                         2021          2020              2020 
                      GBP'000       GBP'000           GBP'000 
 Share options             10            20              (19) 
 Shares                    65            26               188 
                 ------------  ------------  ---------------- 
                           75            46               169 
                 ============  ============  ================ 
 
   5.             Finance costs including exchange differences 
 
                                         Unaudited    Unaudited          Audited 
                                        At 30 June   At 30 June   At 31 December 
                                              2021         2020             2020 
                                           GBP'000      GBP'000          GBP'000 
Interest                                       721        2,509            5,192 
Exchange (gain) on shareholder loans       (3,456)            -                - 
Exchange loss on shareholder loans               -        4,929            3,446 
                                       -----------  -----------  --------------- 
 
Net finance cost (gain)/loss               (2,735)        7,438            8,638 
                                       ===========  ===========  =============== 
 
 
   6.             Taxation 

Due to losses within the Group, no expenses for tax on income were required in either the current or prior periods.

   7.       Profit / (Loss) per share 
 
                             Unaudited                   Unaudited                     Audited 
                                 At 30                       At 30                       At 31 
                                  June                        June                    December 
                                  2021                        2020                        2020 
                               GBP'000       GBP'000       GBP'000       GBP'000       GBP'000       GBP'000 
                                 Basic       Diluted         Basic       Diluted         Basic       Diluted 
 (Loss) before 
  embedded derivative          (1,165)       (1,165)      (10,267)      (10,267)      (15,763)      (15,763) 
 Fair value gain/(loss) 
  Embedded derivative          212,739       212,739     (210,919)     (210,919)     (386,870)     (386,870) 
                          ------------  ------------  ------------  ------------  ------------  ------------ 
 Profit / (Loss) 
  attributable 
  to equity holders 
  of the company               211,574       211,574     (221,186)     (221,186)     (402,633)     (402,633) 
                          ------------  ------------  ------------  ------------  ------------  ------------ 
 Weighted average 
  number of ordinary 
  shares (thousands)           774,285     1,597,816       671,451     1,495,601       706,344     1,523,093 
                          ------------  ------------  ------------  ------------  ------------  ------------ 
 
                                 Pence         Pence                                     Pence         Pence 
                             per share     per share         Pence         Pence     per share     per share 
                                                         per share     per share 
 Profit / (Loss) 
  per share (pence 
  per share)                      27.3          13.2        (32.9)        (14.8)        (57.0)        (26.4) 
 Profit / (Loss) 
  per share (pence 
  per share) excluding 
  embedded derivative            (0.2)         (0.1)         (1.5)         (0.7)         (2.2)         (1.0) 
 

Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the period.

Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has two categories of dilutive potential ordinary shares, these being share options and shares on eligible interest conversion; of which the share options have not been included in the calculation of loss per share because they are anti-dilutive for these periods. No interim dividend has been proposed or paid in relation to the current or prior interim period.

Further to expirations of share options granted to three executive directors, the Remuneration Committee is considering alternatives in order to continue to incentivise the management team including a possible extension of the terms of these existing options for a further three years. A further announcement will be made once the Remuneration Committee has finalised the new incentive plan.

A copy of the interim report and the information required by AIM Rule 26 is available from the Company's website at www.protonmotor-powersystems.com

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END

IR EQLFFFKLZBBV

(END) Dow Jones Newswires

September 17, 2021 01:59 ET (05:59 GMT)

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