013
0
15
017
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
Launch of 1MW stack module at Hannover Messe 2015
ITM Power Hydrogen Station HFuel with Hyundai ix35 Fuel Cell vehicle
at Cowes Yacht Haven.
REPORT AND
FINANCIAL
STATEMENTS
YEAR ENDED 30 APRIL 2015
“This has been a very busy time for the
Company. Customer engagement with
our energy storage and grid balancing
products and with our hydrogen
refuellers is at an all-time high. The
project and quotation pipeline as a
result has been steadily growing in
both applications. ITM Power enjoys
a strong foothold in Germany with its
PEM Power-to-Gas technology and is
building a valuable portfolio of refuelling
stations in the UK centred on London,
which will provide strong commercial
experience in the manufacture,
deployment and operation of hydrogen
refuelling stations. This continued
progress is reflection of the skill and
commitment of our highly talented team.”
Dr Graham Cooley
CEO, ITM Power Plc
SHAPING A
RENEWABLE
HYDROGEN
FUTURE
In a world in which fossil fuel energy
is becoming ever more scarce and
expensive and countries are struggling to
meet their carbon reduction obligations,
hydrogen solutions have finally reached
the top of energy agendas.
• Grid balancing and rapid response
demand-side services are crucial for
the integration of high proportions
of renewable energy supply on the
electricity grid
• Auto OEMs are rolling out Fuel Cell
ITM Power manufactures integrated
hydrogen energy solutions that are
rapid response and high pressure that
meet the requirements for grid
balancing and energy storage services,
and for the production of clean fuel
for transport, renewable heat and
chemicals. The international demand
for these solutions is increasing.
• Energy storage provision has started
to become a mandatory requirement
in areas of the world such as
California; it is recognised as
an essential prerequisite for
renewable energy deployment
Electric Vehicles (FCEVs) that require
a high purity hydrogen fuel. Hyundai
and Toyota have now commenced
production with Honda to follow in
2016. Hydrogen fuel cell cars are now
being sold. Global hydrogen refuelling
station infrastructure programmes
are underway
• Air quality regulations are stimulating
the need for hydrogen as a clean fuel
for clean transport emissions, in city
regions around the world
• Energy security and fuel security
has risen to the top of the geo-
political agenda
• Price volatility of fossil fuels is driving
an industrial substitution to more
sustainable chemical processes
REPORT AND FINANCIAL STATEMENTS
TABLE OF CONTENTS
6
TABLE OF
CONTENTS
5
8
9
10
12
16
25
26
28
38
48
50
54
58
59
61
62
63
64
65
Shaping a Renewable Hydrogen Future
Officers and Professional Advisors
Highlights
Board of Directors
Strategic Review
Review of the Business
Corporate and Social Responsibility
JCB Investment
Energy Storage
Clean Fuel
Financial Statements
Directors’ Report
Corporate Governance Report
Directors’ Responsibility Statement
Independent Auditor Report
Consolidated Income Statement
Consolidated Statement of Changes in Equity
Consolidated Balance Sheet
Consolidated Cash Flow Statement
Notes to the Consolidated Financial Statements
101
Notes to the Company Financial Statements
5
12
26
16
28
76
38
OFFICERS AND
PROFESSIONAL ADVISORS
REPORT AND FINANCIAL STATEMENTS
OFFICERS AND PROFESSIONAL ADVISORS
8
DIRECTORS
Dr S Bourne
Dr G Cooley
Lord R Freeman
P Hargreaves
Prof. R Putnam
Sir R Bone
R Pendlebury
REGISTRARS
Capita IRG Plc
The Registry
34 Beckenham Road
Beckenham
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SECRETARY
A C Allen
REGISTERED OFFICE
22 Atlas Way
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NOMINATED ADVISOR
AND BROKER
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London
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BANKERS
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Stamford Branch
52 High Street
Stamford
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SOLICITORS
Burges Salmon LLP
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AUDITOR
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PRESS AND INVESTOR ENQUIRIES
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ABOUT US
ITM Power Plc manufactures integrated hydrogen energy solutions, which are
rapid response and high pressure that meet the requirements for grid balancing
and energy storage services, and for the production of clean fuel for transport,
renewable heat and chemicals. ITM Power Plc was admitted to the AIM market
of the London Stock Exchange in 2004 and raised its initial funding of £10m gross
in its IPO. Further funding rounds of £28.5m in 2006, £5.4m in 2012, £2m in 2013
and £10m in 2014 have been completed. The Company received £4.9m as a
strategic investment from JCB in March 2015. The Company currently has
£10.46m of projects under contract or in the final stages of negotiation.
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
HIGHLIGHTS
9
HIGHLIGHTS
COMMERCIAL
PROGRESS
IN YEAR
COMMERCIAL
PROGRESS
SINCE
YEAR END
KEY FINANCIAL
RESULTS FOR
THE YEAR
ENDED 30
APRIL 2015
TECHNICAL
ACHIEVEMENTS
CORPORATE
DEVELOPMENT
POST YEAR END
• £4.86m new funds raised from a strategic investment by JCB
• £10.10m of projects under contract at year end (2014: £5.14m)
• £0.90m funding for the Hydrogen Enabled Local Energy Systems (HELES)
project, from Innovate UK
• Sale of second major Power-to-Gas Plant to RWE, for an amount of €779k
• Manufacturing, testing and 1MW power supply expansion
• £1.70m Award for two refuelling stations with a major global fuel retailer
• £2.89m Award for two new London refuelling stations and upgrades
• £1.79m Electrolyser sales order from the European Marine Energy Centre (EMEC)
• Achieved planning permission for two HyFive stations
• A further £1.98m of products under contract secured since year end (2014: £1.33m)
• £0.363m of contracts in final stages of negotiation (2014: £2.78m)
• Total Revenue & Grant Funding of £5.061m (2014: £3.077m) up 64%, comprising:
• Revenue - £1.635m (2014: £1.127m) up 45%
• Grant income - £1.777m (2014: £1.370m) up 30%
• Grants receivable for capital projects - £1.649m (2014: £0.580), up 184%
Increase in property, plant and equipment to £2.546m from £1.755m, up 45%
•
• Loss from operations £5.723m (2014: £7.978m), down 28%
• Cash burn*, £8.034m (2014: £7.568m), up 6%
• Cash balance £6.576m (2014: £9.763m), down 33%
*Cash burn is a non-statutory measure and is defined on page 64
Increased hydrogen output per stack by 50%
•
• Stack cost reduction of 26%
• Laboratory measured cell degradation reduced by 20%
• Launched 1MW stack skid, to extend product reach to multi-MW applications
• Thüga Power-to-Gas project update “exceeded expectations”
• Robert Pendlebury joins the Board as a Non-Executive Director
REPORT AND FINANCIAL STATEMENTS
BOARD OF DIRECTORS
10
BOARD OF DIRECTORS
Dr Graham Cooley
Chief Executive Officer
(Age 51)
Graham joined ITM Power on 29 June
2009 as Chief Executive Officer. Before
joining, Graham was CEO of Sensortec
and Universal Sensors, founding CEO
of Metalysis Ltd, (a spin-out of Cambridge
University), and founding CEO of Antenova
Ltd. Graham spent 11 years in the power
industry developing conducting polymers,
fuel cells, batteries and energy
storage technologies.
He was Business Development Manager
for National Power Plc and International
Power Plc and developed the Regenesys
energy storage technology, which was
acquired by RWE from Innogy. He has
a degree in Physics, a PhD in Materials
technology and an MBA.
Prof Roger Putnam
Non-Executive Chairman
(Age 69)
Roger Putnam, the former Chairman of
Ford of Britain and President of the Society
of Motor Manufacturers and Traders, was
a member of the Government’s Energy
Review Partnership.
The Partnership reported to the
Chancellor on the country’s future energy
strategy. He was also Chairman of the
DTI’s Retail Motor Strategy Group and
a member of the Department for
Business, Enterprise and Regulatory
Reform (DBERR)’s Automotive Innovation
and Strategy Team. Other Directorships
include: Chairman of Suila Ltd, Non-
Executive Director of Halcyon Days Ltd
and Trustee of the Jaguar Trust. He is
also a Visiting Professor of Automotive
Studies at the City of London University.
Roger’s distinguished career in the
automotive industry began at Lotus Plc.
In 1982 he joined Jaguar Cars Ltd as
Director, Global Marketing and UK Sales
Operations. In 1985 Roger was appointed
to the Board of Jaguar as Director, Sales
and Marketing, a role he retained until
he was appointed Chairman of Ford of
Britain in 2002.
Dr Simon Bourne
Chief Technology Officer
(Age 40)
Simon Bourne joined ITM Power in 2002 as a Technical Manager and has been one
of the leading scientists involved in the development of ITM Power’s suite of patented
membrane materials.
Before joining ITM Power, Simon was a project engineer with Sonatest Plc and a
researcher with the Ministry of Defence. Simon has a BSc Hons in Materials Science
from UMIST and a PhD from Cranfield University.
BOARD OF DIRECTORS
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
BOARD OF DIRECTORS
11
Peter Hargreaves
Non-Executive Director
(Age 68)
Peter joined the Board of ITM Power in
February 2004 as a Non-Executive Director.
After qualifying as a chartered accountant,
he was employed by KPMG, Unisys, and
Whitbread and Company Limited.
In 1981 he founded the national investment
brokerage Hargreaves Lansdown Plc, which
was successfully floated on the London Stock
Exchange in May 2007 and now has a market
value in excess of £2.5 billion.
Peter remains an Executive Director
of Hargreaves Lansdown Plc.
Sir Roger Bone
Non-Executive Director
(Age 71)
Sir Roger Bone is the President of Boeing UK,
Non-Executive Director of F&C Investment
Trust Plc, Non-Executive Director and trustee
of the National Centre for Universities and
Business and a Prime Minister’s honorary
UKTI Ambassador for British Business.
Previously he has been Ambassador to Brazil
and Sweden and Assistant Under Secretary of
State in the Foreign and Commonwealth Office.
Sir Roger is a graduate of Oxford University,
and a former Visiting Fellow at Harvard
University. He is also a Trustee of the Royal
United Services Institute.
Robert Pendlebury
Non-Executive Director
(Age 73)
Bob has worked in senior management positions in
both Ford Motor Company and JCB. Joining JCB in 1991,
he became their Engineering and Research Director.
He remains a consultant to JCB, Associate Engineering
Director to the JCB Academy and a Visiting Professor
to Loughborough University. He is a Mechanical Engineering
graduate of Leeds University, Chartered Engineer and
Fellow of the Institution of Mechanical Engineers.
Lord Roger Freeman
Non-Executive Director
(Age 73)
Lord Freeman joined ITM Power
in October 2010 as a Non-Executive
Director. Lord Freeman is a
member of the House of Lords
and is currently Chairman of the
Advisory Board of Pricewaterhouse
Coopers (UK).
During a distinguished political
career, Lord Freeman was the
Conservative MP for Kettering
from 1983 to 1997, served as the
Parliamentary Secretary for the
Departments of Health and Armed
Forces, and as Minister of State
for Public Transport and Defence
Procurement. He concluded his
political career as a Cabinet Minister
in the government of John Major.
He became a Life Peer in 1997.
Lord Freeman is a graduate of
Balliol College and a Chartered
Accountant. He was a Partner
and Managing Director with Lehman
Brothers in New York and London
(1972 to 1985), specialising in
cross-border mergers and
acquisitions. Other Directorships
include: Chemring Group Plc,
Big DNA Ltd and Parity Group Plc.
STRATEGIC
REVIEW
“ITM Power are now in a position where
we can focus on delivering its leading
refuelling and energy storage products
to more and more customers around
the world, and this is in no small part
down to the dedication of the staff
over the last year.”
Prof R Putnam
Non-Executive Chairman,
ITM Power Plc
ITM Power self-pressurising PEM stack module
REPORT AND FINANCIAL STATEMENTS
STRATEGIC REVIEW
14
STATEMENT OF SCOPE
This Strategic Review has been prepared solely to provide additional information
to shareholders to assess the Company’s strategies and the potential for these
to succeed.
The Strategic Review contains certain forward-looking statements. These statements
are made by the Directors in good faith based on the information available to them
up to the time of their approval of this report and such statements should be treated
with caution due to the inherent uncertainties, including both economic and business
risk factors, underlying any such forward-looking information.
The Directors, in preparing this Strategic Review, have complied with s414C of
the Companies Act 2006.
This Strategic Review has been prepared for the Group as a whole and therefore
gives greater emphasis to those matters which are significant to ITM Power Plc
and its subsidiary undertakings when viewed as a whole.
Hydrogen station signs in production
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
STRATEGIC REVIEW
15
BUSINESS MODEL
SUMMARY
ITM Power designs and manufactures
integrated hydrogen energy systems for
energy storage and clean fuel production.
The Company has a suite of product
platforms based on Proton Exchange
Membrane (PEM) technology tailored
to the requirements of its target markets.
Of particular importance is the ability
to respond rapidly and to generate
hydrogen at a pressure, flow rate and
purity appropriate to its application.
The overarching principle is the capacity
to take excess energy from the power
network, convert it into hydrogen and
deliver it either into a vehicle as a clean
fuel or the natural gas network as part
of a Power-to-Gas energy storage scheme.
ITM Power has developed innovative
products, which utilise its technology
and know-how to meet the growing
demand for clean fuel and energy
storage. The Company’s business
model is centered on growth of sales.
The Power-to-Gas model is a commercial
proposition which offers utility companies
energy storage options of a scale and
duration relevant to the challenges
presented by growing deployment
of renewable power generation.
The equipment provides grid balancing
services which consumes excess energy
in the power network converting it
to hydrogen for injection into the gas
network. There are structured payments
for both grid balancing services and supply
of hydrogen which helps decarbonize the
gas network. ITM enjoys a unique position
having supplied the world’s first PEM
Power-to-Gas electrolyser in 2013 and
which continues to inject hydrogen into
the German gas distribution network.
ITM has supplied a second PEM
Power-to-Gas system to RWE in
the year.
The refuelling model is one that
incorporates the work of national
hydrogen infrastructure initiatives
to support the growth of hydrogen
as a transport fuel, both for use in
cars and buses initially, and with further
transport applications in the future.
Automotive OEM’s have invested billions
of pounds developing fuel cell electric
vehicles and their roll-out is underway,
led by Hyundai and closely followed by
Toyota. ITM Power has won contracts
to supply on-site hydrogen generation
equipment for refueling in both the UK
and California. In the year ITM has
achieved awards for two new hydrogen
refueling stations in London plus upgrades
to a further four. Opportunities for ITM
Power continue to develop in California
where it has been legislated that 33% of
all dispensed hydrogen fuel is required to
be from renewable sources. ITM Power
is also an active participant of hydrogen
mobility initiatives in the UK, France
and California.
A developing tertiary application area
for the technology is the production
of renewable chemicals such as fertiliser
through use of renewable energy to
decarbonise the generation process and
provide routes for its use in remote area.
Collaborative work in this field has begun
and an electrolyser system for such a
programme will be delivered during 2015.
At the heart of all of these applications
is an ITM electrolyser system.
GRANT FUNDING
ITM Power utilises funding from grant
bodies to contribute towards
technological advancement in support
of product improvement and cost
reduction. Such funding can also support
the build, deployment and operation of
pilot projects. The funding received from
the Innovate UK (formerly the Technology
Strategy Board) and EU has enabled an
acceleration of development to drive the
Company’s innovative technology into
these rapidly growing markets.
GLOBAL MARKETS
Markets for water electrolysis as a
hydrogen infrastructure solution continue
to develop in the UK, as showcased by
the Island Hydrogen, and HyFive projects
together with the UK H2Mobility initiative
supported by the Office of Low Emission
Vehicles. Similar initiatives are also
underway in France, Denmark, Germany,
Japan and the US. The market for
Power-to-Gas is led by Germany
where ITM Power have sold the first
two systems to inject hydrogen into
the German distribution network. The
opportunities continue to grow rapidly
in Germany while spreading to other
regions, for example California where
energy storage is now mandated.
ITM has a model of locating agents in
key territories to position ITM Power
as a world leading developer and supplier
of electrolyser products. Initial market
opportunities often begin with
collaborative projects with blue chip
companies before leading to sales and
maintenance contracts of established,
CE marked units. ITM Power has five
business development personnel ‘in the
field’, and has also established a strong
after sales support team. Business
development effort is focused in areas
where markets are more advanced.
ITM Power has subsidiaries in Germany,
California and Denmark which serve
to generate local knowledge and
partnerships, grow operation and after
sales support, increase opportunities
for state grant funding, and provide
opportunities to operate within the
local currency.
PROFITABILITY
ITM Power sees its route to product and
maintenance sales and profitability through
the increasing deployment of its products
in the key Power-to-Gas energy storage
and clean fuel sectors. The Company is
well represented in these commercial
sectors and territories where market
growth is now accelerating. The
Company has an established product
platform which continues to benefit
from ongoing cost reduction activities
and technology improvements.
REVIEW OF
THE BUSINESS
“ITM Power has matured from a
Company developing bespoke systems
to one with standard product platforms.
This shift has accelerated deployment
in target markets and territories while
promoting plant simplification and cost
reduction. Coupled with the knowledge
and experience gained in permitting
hydrogen systems in both Europe and
the US, ITM Power is an organisation
that has overcome the significant barriers
to market entry and is open for business.
I am proud to be a part of the team.”
Dr Simon Bourne
CTO, ITM Power Plc
REPORT AND FINANCIAL STATEMENTS
REVIEW OF THE BUSINESS
18
BUSINESS ENVIRONMENT
The year under review has been a year
where ITM Power has benefited from
a significant upturn in order generation
and business development, which shall
come to fruition in the next few periods.
Major national initiatives in Europe and
the US have shown a commitment to
adopt hydrogen technologies, both in
refuelling and energy storage.
As noted in the interim statements, it
was stated that Trading for the year had
been slower than originally anticipated
at the outset for ITM Power. However,
losses for the full year are lower than
previously anticipated.
ITM Power continues to develop strong
relationships with large multinational
companies, as well as with the
governments of the pioneer countries
as a result of these initiatives. ITM also
positions itself as an expert in Hydrogen
technologies, not just within the UK but
globally. Consequently, we are increasingly
being consulted as a leading expert in
KEY FINANCIALS
energy storage solutions and clean fuel and
are well positioned to service the upturn
in demand expected in the coming years.
We have established strong relationships
in California through our US subsidiary,
having won a further project in the Chino
area, and the city of Riverside we are
now in the build phase for our second
unit designated for California.
This year has shown that enquiries for
ITM Power products are better qualified
and better defined, an indication that
awareness in the Company and its
products is far better than previous years.
This has resulted in increased enquiries,
and pipeline. ITM Power is well positioned
to address commercial opportunities
within the energy storage and clean
fuel generation from renewable power
markets. It also has created a production
environment that can service the
demands of unique as well as more
routine enquiries.
ITM Power has built on key relationships
and become a member of new initiatives
around the world as the hydrogen
industry’s growth accelerates. We
successfully won our second Power to
Gas contract in Germany with RWE and
have since received an order for a 0.5MW
solution harnessing wave power with the
European Marine Energy Centre. As the
technology on offer matures and is proven
in the field, key customer relationships
are strengthened.
We were delighted to receive the
£4.9m strategic investment of from
J.C.B. Research and Valebond Consultants
Limited (“JCB”) earlier in the year.
We believe that having such a strong
strategic partner on board with a
significant stake in the business (9.1% of
the current issued share capital) will add
real value to ITM Power going forward
and we look forward to continuing to
work with JCB and Robert Pendlebury
as JCB’s representative to our Board.
A summary of the key financial results is set out in the table below and discussed in this section.
Total projects income, being sales
and grant receivable
Of which: sales revenue
Of which: grant recognised in the
income statement
Of which: grant recognised on the
balance sheet (offsetting asset build)
Net cash burn*
2015
£5.061m
£1.635m
2014
£3.077m
£1.127m
2013
£1.44m
2012
£1.46m
£0.087m
£0.480m
£1.777m
£1.370m
£1.35m
£0.98m
£1.649m
£0.58m
£nil
£8.034m
£7.568m
£6.063m
£nil
£5.6m
£2.7m
New grant project awards
£5.75m
£3.38m
£3.66m
Pre-tax loss
Projects under contract or in final stage
of negotiation
£5.711m
£10.46m
£7.953m
£6.17m
£6.47m
£9.25m
Not measured
Not measured
*Cash burn is defined as the underlying cash outflow after adjusting for movements on short-term deposit balances and fund raising activities.
It is calculated on the cash flow page.
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
REVIEW OF THE BUSINESS
19
£0.98m
£1.777m
£1.35m
£0.480m
£0.087m
£1.635m
Sales
Revenue
Grant
Income
£1.127m
£1.370m
£5.6m
£2.7m
£8.034m
£5.75m
£6.063m
Cash Burn
New
Grant
Project
Awards
£3.66m
£7.568m
£3.38m
2012
2013
2014
2015
ITM Power electrolyser for the M1 Wind Hydrogen fuel station
is delivered to the Advanced Manufacturing Park.
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
REVIEW OF THE BUSINESS
21
FINANCIAL PERFORMANCE
The pre-tax loss for the year under review
decreased to £5.711m (2014: £7.953m)
and net cash burn before fund raise
increased to £8.034m (2014: £7.568m).
The decrease in loss in the year being
reported can be attributed to three major
factors: the refinement of development
activities to ensure that core work is
supported where possible; the increase
in sales revenue and at profitable margins;
and the write back of some of the
provisions in the prior year that were not
realised in the current year. The cash burn
has increased as a result of some timing
differences, with the increase in
components held being the other driver
for this. Management expects to be able
to reduce cash burn in the financial year
ending April 2016, as a result of timings
of the receipts of various projects and
increased sales traction in the future with
better commercial terms. ITM Power also
continues to develop supplier relationships
to establish better payment terms for the
Company but new relationships tend to
require shorter terms as the relationship
is built.
Revenue has increased as the Company
gains traction in the growing hydrogen
market, but is also representative of
servicing a growing pipeline. The Company
has experienced the greatest growth in
sales through German Power-to-Gas and
Californian Refuelling system sales. The
revenue in the UK has been from smaller
units as a more cautious approach is
taken to committing to the technology.
In California and Germany, the
development of renewable energy as a
mandated technology has led hydrogen
generation such as that supplied by ITM
Power to be more widely investigated
with adoption gathering pace.
There will be an element of non-recurring
engineering costs in every first-of-kind
build, as the Company enters new
geographical markets and industries.
The electrolyser system supplied to
RWE represented a refinement in the
step change in technology, being the
first deployment of the Company’s
large product platform and its first
Power-to-Gas installation.
Total collaborative project funding
recognised in the period was £3.426m
of which £1.777m is recognised on the
income statement (2014: £1.950m, of
which £1.370m was recognised on the
income statement). This increase in asset
builds supported through project funding
has allowed ITM Power to develop a suite
of hydrogen generation equipment that
it will own and operate as part of the
collaborative projects, allowing data
and knowhow to be incorporated
into new generations of electrolysers.
COMMENTARY ON THE
YEAR’S REVENUE
The sales order book at the year end
stood at £1.98m (2014: £0.80m). This
increase is representative of the pipeline
a year ago being heavily biased towards
funded projects but also reflects a growing
sales pipeline as orders for larger units
are being received, namely in this instance
the EMEC sales order for 0.5MW
of electrolysis.
The value of projects under contract at
the time of the report stood at £10.10m.
Projects under contract represents the
value of contracted Revenue and Grant
Funding yet to be recognised by ITM
Power in the future, and the Board find
this a more accurate reflection of the
increase in activity the Company has
experienced in the year.
Projects under contract is seen as a
more definitive measure of growth, as
ITM Power develops some collaborative
contracts as ways to manufacture assets
whilst retaining ownership and providing
an income stream through sales of
hydrogen. Examples of this are the
OLEV infrastructure development and
HyFive projects which have a period of
operation as part of the project (48 and
36 months respectively).
Whilst projects under contract continue
to accelerate ITM Power’s growth and
products in the market, the Board is
aware of the continued potential for
revenue volatility (as experienced in 2013)
as projects grow in size and complexity.
Revenue volatility will continue to
decrease as the business matures and
grows, and as ITM Power realises
opportunities in large markets.
FINANCIAL POSITION
At year end, ITM Power had £6.576m
(2014: £9.763m) of funds in the bank,
and trade and other receivables of
£4.113m (2014: £1.206m), which
predominantly relate to grant income
debtors. Recognising the need to be
lean with working capital, ITM Power
structures quotes to include upfront
payment with orders so that working
capital is not impacted adversely by
increased activity.
ITM Power has seen an increase in fixed
assets to £2.546m from £1.755m in the
prior year as the Company engages in
projects that create assets for the
future. This is a policy that will continue,
especially with the completion of the
Island Hydrogen and HyFive projects.
OUTLOOK
It has been a very busy year for the
Company with customer engagement
reaching an all-time high. ITM Power
are now in a position where it can focus
on delivering its leading refuelling and
energy storage products to more and
more customers around the world,
and the Board look forward to reporting
progress as contracts are awarded.
One of the key development strategies
for ITM Power has been, and will continue
to be growth supported through external
funding. This is particularly important
whilst the markets for ITM Power, and
especially refuelling products develop.
Therefore the Company expects a greater
proportion of income from external
funding than previously forecast.
REPORT AND FINANCIAL STATEMENTS
REVIEW OF THE BUSINESS
22
STRATEGY AND OBJECTIVES
STRATEGIES
OBJECTIVES
STRATEGIES
FOR ACHIEVING
OUR OBJECTIVES
ITM Power is now firmly focused on large scale solutions. The current
strategy is to use the existing, operational Thüga project as a reference
plant for Power-to-Gas sales.
Using the same initial platform, the Company will also be able to show
demonstrable success in the near future of hydrogen refuelling, using
the Island Hydrogen and HyFive stations, which will be used as
reference plants for refuelling stations.
In the medium-term, the national mobility programmes, in which
ITM Power has positioned itself as a key partner for refuelling
through electrolysis, will drive initial refuelling station sales.
ITM Power has immediate objectives in terms of product development
and in particular scale-up of our proven electrolysis equipment.
This will allow penetration of larger markets, and is a direct response
to market demand from sales enquiries and trade fairs and events.
Cash flow remains a key measure for the Board, with the other key
objective for ITM Power being the achievement of a positive cash
flow in the shortest possible time.
Product development, and in particular upscaling of product offering,
will be achieved through securing and utilising project funding. This
serves the dual purpose of reducing cash outflow and creating strong
key partnerships within industry.
Short-term cash flow is aided by ITM Power quoting for sales with
upfront payments which reduces reliance on working capital. Cash
outflow is minimised through working with support from partners
on the development of technology whilst we are continuing to build
a contract pipeline. Historically, it has taken two years for potential
customers to move through a learning curve and to reach the point
of purchasing equipment, and it is with this in mind that we are
creating a larger pipeline.
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
REVIEW OF THE BUSINESS
23
NON-FINANCIAL KEY PERFORMANCE INDICATORS
80%
84%
Change
Up 4%
750,000
1,110,000
Change
Up 48%
Stack Efficiency*
2014
2015
Test Hours Completed
2014
2015
*The efficiency of an electrolyser stack is a measure of the electrical energy input against the chemical energy content
of the hydrogen produced.
HYDROGEN PRODUCTION CAPACITY UNDER CONTRACT IN KW
)
r
h
4
2
/
g
k
(
y
t
i
c
a
p
a
C
e
v
i
t
a
l
u
m
u
C
3800
3400
3000
2600
2200
1600
1200
800
400
0
2012
2013
2014
2015
2016
Deployed
Deployed
Under Contract
Under Contract
The Company has achieved an overall efficiency improvement
to its rapid response stack platform, to greater than 84% (2014:
80%). This was recorded from plant in the field and represents
a real-world reference which can be showcased and repeated.
This will provide further significant benefit to end users and
will produce a positive impact on the economics of both
hydrogen refuelling and Power-to-Gas applications.
The level of knowledge gained within stack development has
increased with longevity testing and cyclic testing all contributing
to a total of 1,110,000 hours assembled knowledge. This testing
has enabled rapid scale-up to date as demonstrated by the
largest stack capacity compared with that of prior years.
REPORT AND FINANCIAL STATEMENTS
REVIEW OF THE BUSINESS
24
PRINCIPAL RISKS AND UNCERTAINTIES
COMMERCIAL RISK
The principal commercial risks to the Group are as follows:
Description
Impact
Assessment of change in
risk year-on-year
Mitigation
ITM does not achieve
sufficient commercial
success before existing
competitors or new
entrants.
The current plans
the Company has
may not be realised,
and ultimately the
Company may have
to re-evaluate
its forecasts.
There is greater
commercial traction in
the current year, both
for ITM Power and some
of its’ competitors.
However, ITM Power
has experience in the
field that is unparalleled.
As such this is considered
reduced risk year on year.
Alternative technologies
are adopted in
preference to the
Group’s technology.
The Company could
struggle to gain market
share or may find
itself operating in a
smaller market than is
currently anticipated.
This risk is considered
diminished as the market
continues to develop and
greater applications are
explored and considered
feasible.
ITM Power retains a comprehensive
patent suite incorporating novel
technologies and processes. The Board
considers the patent suite owned by
the Group creates a significant barrier
to entry for new competitors, and for
existing competitors to threaten the
Group’s market position.
The Board considers the technological
proposition of the Group and through
both review and strong targeting
considers the technology to be superior
to that currently on the market. Through
targeted improvements in technology
development the board seeks to retain
that competitive advantage.
Energy policy changes
could adversely affect the
commercial and project
traction the Group has
started to achieve.
The Company may
find the technological
demand for their
product reduced.
This risk is considered
diminished compared
to previous years as
the hydrogen agenda
gathers pace. ITM Power’s
more global positioning
decreases the reliance
on one particular
country’s policies.
The board seeks to be led by
commentators and industrial bodies
as to the direction of policy change.
Currently, as global markets continue
to rely ever-more-heavily on the use
of intermittent and fluctuating renewable
energy sources, the case for energy
storage solutions continues to be strong.
Regulatory changes
could adversely affect
the commercial success
of the Group.
ITM continues to be in a
cash consumption phase.
As the market for
hydrogen systems
develops, the
regulatory structure
gains sophistication.
The risk of falling
behind developments
could render products
obsolete.
There is a risk that
the company may face
working capital and
cash flow challenges
associated with this
characteristic and the
‘lumpiness’ of orders.
Similar to
previous years.
At year end there was
less cash in the bank
than in the prior year but
equally there was greater
sales traction. ITM Power
is also being required
to quote for larger
systems. This risk
has increased slightly.
The Board considers regulatory issues,
and particularly in the markets for
automotive and energy storage solutions
find regulations continue to support the
case for hydrogen energy systems as a
solution. The regulatory environment in
which ITM Power operates continues to
evolve and the board seeks to position
ITM as a leading expert in the field to
shape and reliably inform best practice
with regards to regulatory changes.
There are a number of options available
to the Group, which include structuring
sales beneficially, and requiring money
up front. There is an ongoing scheme
of work to create greater profitability
within the products.
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
REVIEW OF THE BUSINESS
25
CORPORATE SOCIAL
RESPONSIBILITY
Approved by the Board and signed
on its behalf by:
Dr Simon Bourne
Director
Date: 31 July 2015
The Board of Directors meet regularly to
review specific and general risks that face
the Company and strives to position the
Group and Company in a way that any
risks can be minimised and met, should
the need arise.
HEALTH, SAFETY AND THE
ENVIRONMENT
ITM Power’s products are designed
to reduce the carbon footprint of
our customers’ energy generation and
distribution processes and, in particular,
enhance the utilisation of sources of
renewable energy that would otherwise
be wasted.
We have engaged in a collaborative
project to build a pilot unit for fertiliser
production from renewable energy
which will decarbonise fertiliser
production which is responsible for
a material proportion of global
greenhouse gas emissions.
In our production processes we adhere
to the highest standards of accreditation
and have held ISO 14001 Environmental
accreditation since 2009. We have also
held BS OHSAS 18001 Health and Safety
accreditation since 2009.
SOCIAL AND COMMUNITY
RESPONSIBILITIES
The Group encourages recycling and
a care for the environment in which we
operate. We attempt to recycle as much
equipment as possible, either by reselling
research equipment for which we no
longer have use or by donating used
computers to schools and other projects.
GOING CONCERN
The Directors have prepared a cash
flow forecast for the period ending
31 August 2016. This forecast indicates
that the Company and Group will remain
cash positive without the requirement
for further funding, for a period of
at least 12 months from the date of
approval of these financial statements.
The forecast includes certain
assumptions, in particular in respect
of the level and timing of projected
sales and grant cash inflows, which
are inherently uncertain; the Directors
believe that the level and timing of the
projected sales represent a prudent
estimate, with the current sales
pipeline providing potential upside.
Notwithstanding these uncertainties,
the Directors have a reasonable
expectation that the company and group
will be able to meet their obligations as
they fall due, for the foreseeable future.
Accordingly, the financial statements have
been prepared on a going concern basis.
REPORT AND FINANCIAL STATEMENTS
JCB INVESTMENT
26
JCB INVESTMENT
J.C.B. Research and Valebond Consultants Limited, a Company wholly owned
by Jo Bamford have together acquired a strategic shareholding in the Company
by way of a subscription for new ordinary shares making them, in aggregate,
ITM Power’s largest shareholder.
Jo Bamford and Lord Bamford
“We are excited by the prospects of hydrogen technology and our investment
in ITM Power. We expect to be an actively supportive shareholder in ITM
Power and look forward to working with the Board and management team
and to sharing some of our expertise in manufacturing and engineering.”
Lord Bamford
J.C.B. Research
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
SECTION TITLE
27
JCB IS ONE
OF THE WORLD’S
TOP THREE
MANUFACTURERS
OF CONSTRUCTION
EQUIPMENT BY VOLUME
JCB CONTINUES
TO INVEST HEAVILY
IN RESEARCH AND
DEVELOPMENT, KEEPING
JCB AT THE CUTTING
EDGE OF INNOVATION
JCB CHAIRMAN
LORD BAMFORD
IS A LEADING
INDUSTRIALIST WHOSE
CAREER SPANS OVER
FIVE DECADES
JCB EMPLOYS AROUND
12,000 PEOPLE
ON FOUR CONTINENTS
AND SELLS
PRODUCTS IN
150 COUNTRIES
THROUGH 2,000
DEALER DEPOTS
ENERGY
STORAGE
POWER-TO-GAS
“I would argue that the technology’s
deployment is inevitable owing to the amount
of renewables coming on stream, and that by
2050 – based on our studies – there is likely
to be a need to store as much as 50TWh. The
annual storage capacity of the German gas
distribution network is about four times
larger than this quantity – and that’s the
charm of P2G.
Dr. Elke Wanke
Project Leader, Thüga Aktiengesellschaft
REPORT AND FINANCIAL STATEMENTS
ENERGY STORAGE
30
COMMERCIALISATION
OF ENERGY STORAGE
IN EUROPE REPORT
In March 2015 the Fuel Cell and
Hydrogen Joint Undertaking (FCHJU),
supported by the European Commission,
and 32 commercial companies including
ITM Power, published a report on the
findings of a study exploring a deeper
understanding of the role and
commercial viability of energy
storage in enabling increasing
levels of intermittent renewable
power generation.
It highlighted that the share of
Renewable Energy Sources (RES) in
the European electric power generation
mix is expected to grow considerably,
constituting a significant contribution
to the European Commission’s
challenging targets to reduce greenhouse
gas emissions. The share of RES
production in electricity demand
should reach about 36% by 2020,
45-60% by 2030 and over 80% in 2050.
THÜGA GROUP’S
POWER-TO-GAS UPDATE
REPORT AND FINANCIAL STATEMENTS
ENERGY STORAGE
32
Given the high volumes of energy
that must be stored, Power-to-Gas
technology holds great significance.
According to a Thüga analysis, storage
requirements in Germany could be
as high as 17 terawatt hours (TWh)
by 2020, and reach 50TWh by 2050.
The municipal gas distribution network
can easily absorb these quantities.
“We want to integrate the plant so that
it autonomously compensates for the
differences between renewable energy
generation and power consumption.
“Energy storage, and thus by extension
Power-to-Gas technology, is key to the
success of the Energiewende. For its
development, we in Germany in the long-
term need a sustainable market model –
as has for example been presented by
the Thüga Group – and one that
guarantees the economic operation
of energy storage.
“Our gas distribution network could thus
be the battery of the future.”
Michael Riechel
Member of the Board of Thüga AG
Following a year’s successful operation
in the field, the Thüga Group provided
an update on the project stating that
ITM’s electrolyser has exceeded
expectations. Of particular note was
system response time and efficiency
which was independently measured
to be over 70% with a peak of 77%.
The system has continued to be
exposed to a series of stress tests,
the results of which are fed back to
the thirteen project partners, combining
knowledge and experience regarding
the practicalities of Power-to-Gas.
The ITM Power HGas system is
controlled by the grid operator acting
as a transducer between power and
gas. It is turned on when there is an
excess of renewable wind power on
the electricity grid to generate hydrogen
through PEM electrolysis which is put
straight into the natural gas network.
This model creates the perfect
solution for balancing the grid against
intermittent renewable energy.
The unit was the first plant to inject
electrolytic generated hydrogen into
the German gas distribution network.
The second plant to inject hydrogen
into the German gas distribution
network was also supplied by ITM
Power, purchased by RWE after a
competitive tender process. The
operational data generated has put
ITM in a strong and unique position
to engage further in this key territory
for Power-to-Gas energy storage.
“The development of storage technologies is one of the main challenges for the energy
transition (Energiewende), if the integration of wind and solar power is to succeed.
The companies involved in this innovative project are making a significant contribution.
Tarek Al- Wazir
Hessian Minister of Economics
Tarek Al-Wazir, Hessian Minister of Economics, Energy, at the commissioning of the
Power-to-Gas demonstration plant at the site of Mainova AG in Frankfurt.
ITM Power electrolyser arrives on RWE Deutschland site in Ibbenbüren
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
ENERGY STORAGE
3535
PROJECT
ITM POWER SUCCESSFULLY
DELIVERED THE RAPID RESPONSE
POWER-TO-GAS PEM ELECTROLYSER
SYSTEM IN FEBRUARY 2015 SOLD
TO RWE DEUTSCHLAND AG WITHIN
10 WEEKS FROM RECEIVING
THE ORDER.
In December 2014 ITM Power won a competitive tender for the
supply of a rapid response Power-to-Gas PEM electrolyser system
issued by RWE. Due to increased productivity, and as a result
of product standardisation, delivery timescales were significantly
reduced and ITM Power achieved assembly, factory acceptance
testing and delivery in less than ten weeks from receiving the order.
This is the third rapid response Power-
to-Gas energy storage system installed
by ITM Power in Germany. It is the first
second-generation unit and represents
another reference site for ITM Power’s
world leading technology.
RWE will be injecting hydrogen into
the gas network as part of their
Power-to-Gas installation and
evaluating the very fast electrolyser
system response and exploring its
exploitation in grid balancing.
The second-generation unit is using
a higher current density, permitting
higher hydrogen output per stack.
The system efficiency is also increased
by simplification of the balance of plant.
The system incorporates the very first
deployment of the new AEG advanced
power conversion electronics, the
benefits of which include: ultra-high
power factor, rapid response time
and higher efficiency over full
operating range.
.
“The delivery of this second-generation electrolyser unit within ten weeks has
been enabled by an ongoing production run of standard electrolyser systems.
It is testimony to the great working relationship which has been developed
between ITM Power and RWE and we are delighted to be integrating the best
technology available.”
Phil Doran, MD
ITM Power GmbH
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 REPORT AND FINANCIAL STATEMENTS
ENERGY STORAGE
3636
OpenHydro’s tidal turbine at a European Marine Energy Centre (EMEC) tidal test site. Photographer Mike Brookes-Roper
REPORT AND FINANCIAL STATEMENTSSECTION TITLE ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
ENERGY STORAGE
3737
PROJECT
Energy Storage for European Marine Energy Centre (EMEC)
tidal test site.
In April 2015 ITM Power won a
competitive tender to supply an
integrated hydrogen system for
use at the European Marine Energy
Centre (EMEC) tidal test site on
Eday, Orkney, Scotland. The
system’s principal component
is a 0.5MW polymer electrolyte
membrane (PEM) electrolyser with
integrated compression and up to
500kg of storage.
The 0.5MW electrolyser will be used
to absorb excess power generated
by the tidal turbines testing at EMEC.
The hydrogen gas generated will be
compressed and stored, with some
of the gas being used in (an optional)
hydrogen fuel cell to provide backup
power to critical EMEC systems.
The remainder of the hydrogen gas
will be used off-site by a project being
developed separately which plans to
absorb output of a local community
wind turbine operated by Eday
Renewable Energy Ltd.
The electrolyser will be packaged in
a standard 20 and 10 ISO container
and is summarised below:
• Hydrogen generation capacity
up to 220kg/24hours
•
Self-pressurisation up to 20bar
• Rapid response
• Hydrogen purity satisfying ISO 14687
• CE compliant
“We are really excited about the deployment of ITM Power’s PEM electrolyser
system on Eday. This is an innovative way to tackle the shortcomings of the
local grid which is holding back marine energy in Orkney. It will allow us to
not only pilot the production of hydrogen fuel from tidal energy, but will allow
surplus renewable energy on the island to be used without having to rely upon
the inadequate grid. We really see this as the moment we begin to break away
from the shackles of a 20th Century cable architecture.”
Neil Kermode
Managing Director, EMEC
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 The first Hyundai ix35 fuel cell vehicles arrive in the UK
CLEAN FUEL
HYDROGEN FUEL
“We are so focused on hydrogen
because at its most simplistic oxygen
and hydrogen makes water and power.
The fuel cell vehicle is a social and
economic game changer. Gasoline
(petrol) has been the primary fuel of
the first hundred years. Hydrogen will
be the primary fuel game of the next
hundred years. Our primary task is to
provide our customers with fuel-cell
cars at an affordable price.”
Takeshi Uchiyamada
Chairman of Toyota
HYDROGEN FUEL
REPORT AND FINANCIAL STATEMENTS
CLEAN FUEL
40
A focus has also been placed on
establishing a network of hydrogen
stations and commercialising a number
of fuel cell buses. In November 2014 the
Fuel Cell Hydrogen Joint Undertaking
(FCHJU) launched an initiative which
was signed by manufacturers and bus
operators from major European cities,
including London, which will aim to
deploy a total volume of 500-1,000 fuel
cell buses into Europe by 2020.
Toyota launched their fuel cell electric
vehicle (FCEV), the Mirai in November
2014 and sales started in Japan a month
later on 15th December. This saw 1,500
orders secured in the first month, tripling
initial projections of 400 vehicles. The
production of the vehicle will be scaled
up to meet demand and the Mirai will
be on sale in Europe later in 2015,
with first deliveries to the UK
expected in September.
Meanwhile the first Hyundai ix35 FCEVs,
funded under the HyFive London Cluster,
are now deployed in the UK with further
roll-out expected as the infrastructure
provision develops.
ITM Power is active in projects which
support the roll-out of hydrogen
powered vehicles and refuelling stations.
The EU funded Hydrogen for Innovative
Vehicles (HyFive) project includes 15
partners who will deploy 110 FCEVs
manufactured by five global automotive
companies across three European cluster
locations. ITM Power is providing three
hydrogen refuelling stations to London
for deployment summer 2015. Each will
include both on-site electrolyser systems
and 700bar refuelling capacity.
A further activity has been the UK
H2Mobilty project, of which ITM Power
was a founder member. The project
envisages 65 stations being deployed in
the UK by 2020. Financial support for
this was recently announced by OLEV
with £7.5m total funding – £2m available
for FCEV, £2m for HRS upgrades and
£3.5m for new HRS. ITM Power looks
forward to working with partners from
the fuel cell vehicle manufacturers and
local, national and European funding
partners in the coming years to deploy
further stations and achieving the
agreed 2020 goal.
In October 2014 the UK Government
announced that they would commit
£11m to industry to prepare the UK
for the roll-out of hydrogen fuel cell
electric vehicles. The investment will
see an initial 15 hydrogen stations by
the end of 2015 and includes £2 million
of funding for the public sector to
purchase the hydrogen vehicles. This
was a further step in funding for rolling
out the initial national hydrogen network
of 65 stations which have been identified
by UK H2Mobility.
“Today we are at a turning point in automotive history. A turning point where
people will embrace a new, environmentally-friendly car that is a pleasure to
drive. A turning point where a four-door sedan can travel 300 miles on a single
tank of hydrogen, can be refueled in under five minutes and emit only water
vapour. We believe that behind the wheel of the Mirai, we can go places we
have never been, to a world that is better, in a car that is better. For us, this
isn’t just another car. This is an opportunity – an opportunity to really make
a difference. And making a difference is what Toyota is all about.”
Akio Toyoda’s
CEO of Toyota Motor Corporation
REPORT AND FINANCIAL STATEMENTS
CLEAN FUEL
42
SITING COLLABORATION
WITH MAJOR GLOBAL
FUEL RETAILER AND MORE
STATIONS FOR LONDON
In March 2015 ITM Power was awarded
a total of £2.89m by the Hydrogen
Refuelling Stations (HRS) Infrastructure
Grants Scheme, run by the Office of Low
Emission Vehicles (OLEV). The award
is to build two new HRS in London,
sited with strategic partners and for
the upgrading of four existing ITM Power
refuelling stations.
One of the new stations will be built
on the forecourt of a major global
fuel retailer. ITM Power has signed a
Memorandum of Understanding (MoU)
with the retailer to build initially up to
three HRS in London and will be seeking
funding support for at least one more
station. The MoU also allows for further
development of the collaboration in the
UK. ITM Power will be working closely
with OEM FCEV providers to determine
the best locations for the further station.
The upgrades included the three in
London under development as part
of the HyFive project and one in
Rotherham, just off the M1 at Junction
33. The latter will be upgraded from
350 to 700bar refuelling capability.
This strategic refuelling location will
allow FCEV users to travel between
London and the North of England.
By the beginning of 2016 ITM Power
will own and operate six hydrogen
fuel stations in the UK, mainly
centred around London.
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
CLEAN FUEL
43
ITM Power HFuel refuelling the Hyundai ix35 fuel cell vehicle
REPORT AND FINANCIAL STATEMENTS
CLEAN FUEL
44
Wind hydrogen station at the Advanced Manufacturing Park
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
CLEAN FUEL
45
WIND HYDROGEN FUEL
STATION AT THE ADVANCED
MANUFACTURING PARK
ITM Power’s first commercial scale
(80kg/day) refueller, sited less than two
miles from Junction 33 on the M1 has
been delivered to site and is undergoing
commissioning. The station is located
at The Advanced Manufacturing Park
in Rotherham and is due to open for
350bar refuelling in August 2015. The
electrolyser is coupled to a 225kW wind
turbine and takes the excess electricity
from this turbine to generate hydrogen
gas. This is then used to refuel vehicles in
around 3-5 minutes.
The electrolyser build programme went
to schedule and the system achieved a CE
mark and successfully completed Factory
Acceptance Testing. The measured
system efficiency of the electrolyser
system is <55kWh/kg (>71%) which
surpasses the target set by the Fuel Cell
and Hydrogen Joint Undertaking (FCH
JU) for 2017.
This project represents the first
deployment in the UK of the Company’s
standardised HGas180 platform, capable
of generating 80kg of hydrogen per day.
The first such unit was deployed for a
Power-to-Gas application in Germany,
operated by RWE. Three identical
units are now finalising construction
for deployment in London as part
of the HyFive project and this forms
the template for further hydrogen
refuelling systems.
The station was co-funded by Innovate
UK and will be upgraded to 700bar
refuelling under the OLEV HRS upgrade
scheme. This strategic refuelling location
will allow FCEV users to travel between
London and the North of England and
will be open to the public for fuel cell
electric vehicles.
OPENING OF M1
HYDROGEN FUEL STATION
To mark the opening of the
Hydrogen Fuel Station at the Advanced
Manufacturing Park a launch event has
been planned for 17th September 2015.
This event will give local businesses,
fleet managers and potential end-users
the chance to visit the station and learn
more about ITM Power’s electrolysis
and refuelling technologies.
HYFIVE, UK
REPORT AND FINANCIAL STATEMENTS
CLEAN FUEL
46
HRS Manufacturing
The electrolyser build programme
took place in parallel with functional and
compliance testing in Q2 of 2015 ahead
of commissioning in Q3 of 2015. The build
programme benefited from ITM Power’s
expanded testing facilities which enable
multiple units to undergo factory
acceptance testing simultaneously.
FCEV Roll-out in the UK
The first Hyundai ix35 FCEVs, funded
under the HyFive London Cluster, are
now deployed in the UK with further
roll-out expected as the infrastructure
provision develops. Toyota has launched
the Mirai FCEV and will begin to sell this
in Europe later in 2015.
Hydrogen for Innovative Vehicles (HyFive)
is an ambitious European project funded
by the FCH JU under the EU Framework
7 programme. It includes 15 partners who
will deploy 110 FCEVs manufactured by
five global automotive companies across
three European cluster locations. As part
of the project, ITM Power is providing
three new hydrogen refuelling stations to
London for deployment in summer 2015.
Each will include both on-site electrolyser
systems and 700bar refuelling capacity.
Siting activities have been ongoing both
for HyFive refuelling equipment and for
potential additional roll-out programmes.
The three ITM Power HyFive HRS
currently being built will also benefit from
new telecoms and security equipment.
ITM Power has gained planning permission
for two London HyFive HRS, the first of
which will be located within quarter of a
mile of the A313 and the second within
a quarter of a mile of the A40. Ground
works are underway at the first HyFIVE
site. The first HyFIVE HRS will open to
hydrogen vehicle users in Q3 2015.
One of three ITM Power HFuel hydrogen
stations for the HyFive project
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
CLEAN FUEL
47
ITM POWER RECEIVED ONE
OF THE FIRST HYUNDAI Ix35
FUEL CELL VEHICLES
TO ARRIVE IN THE UK
The vehicles being rolled-out are a result
of the pioneering £31m Hydrogen For
Innovative Vehicles (HyFive) project
funded by the FCH JU under the EU
Framework 7 program. The project which
brings together vehicle manufactures,
commercial hydrogen fuel suppliers and
government departments aims to make
hydrogen vehicles a viable and
environmentally-friendly choice
for motorists across Europe.
HyFive will see a total of 110 hydrogen
fuel cell vehicles rolled out to various
European locations including Bolzano,
Copenhagen, Innsbruck, Munich, Stuttgart
and London. These vehicles will be
supported by clusters of hydrogen
refuelling stations, twelve of which
are already in existence, and a further
six to be deployed.
ITM Power Charles Purkess with Hyundai
ix35 fuel cell vehicle one of the first to own
a FCV in UK
“Making the first UK customer deliveries of hydrogen-powered cars is
a huge landmark for the industry. Hyundai is the first Company in the
world to start series-production of a fuel cell vehicle and is committed
to rolling-out this technology in line with government plans to grow
the refuelling infrastructure.”
Tony Whitehorn
President and CEO, Hyundai Motor UK
15
FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
15
FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
DIRECTORS’ REPORT
50
DIRECTORS’ REPORT
The Directors present their annual report on the affairs of ITM Power Plc and its subsidiaries (“the Group”), together with
the financial statements and auditor’s report, for the year ended 30 April 2015.
RESEARCH AND DEVELOPMENT
During the year the Group incurred research and development related costs of £4.322m (2014 – £3.979m).
DIVIDENDS
The Directors do not recommend a dividend payment for the year (2014 – £nil).
CAPITAL STRUCTURE
Details of the Group’s capital structure are provided in notes 17 and 23 to the financial statements.
DIRECTORS
The following Directors served throughout the year and subsequently, unless stated otherwise:
Dr S Bourne
Sir R Bone
Dr G Cooley
Lord R Freeman
P Hargreaves
R Pendlebury (appointed 4th June 2015)
R Putnam
REPORT AND FINANCIAL STATEMENTS DIRECTORS’ REPORT
51
DIRECTORS’ REPORT
The Directors who served during the year and their interests in the shares of ITM Power Plc (including those of their spouse
or civil partner and children under the age of 18) were as follows.
Dr S Bourne
Dr G Cooley
Lord R Freeman
Mr P Hargreaves
Sir R Bone
Prof R Putnam
R Pendlebury
(Continued overleaf)
Ordinary shares of 5p
each at 30 April 2015
Ordinary shares of 5p
each at 30 April 2014
326,830
377,923
5,000
14,908,643
67,000
27,129
10,300
326,830
377,923
5,000
14,908,643
–
27,129
–
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 REPORT AND FINANCIAL STATEMENTS
DIRECTORS’ REPORT
52
DIRECTORS’ REPORT
DIRECTORS’ INDEMNITIES
The Company has made qualifying third party indemnity
provisions for the benefit of its Directors, which were made
during a preceding year and remain in force at the date of
this report.
SUPPLIER PAYMENT POLICY
The Group’s policy is to settle terms of payment with suppliers
when agreeing the terms of each transaction, ensure that
suppliers are made aware of the terms of payment and abide
by the terms of payment. Trade creditors of the Group at
30 April 2015 were equivalent to 44 (2014 – 52) days’
purchases, based on the average daily amount invoiced
by suppliers during the year.
CHARITABLE AND POLITICAL CONTRIBUTIONS
During the year, the Group made no charitable or political
donations (2014 – £nil).
SUBSTANTIAL SHAREHOLDINGS
On 30 June 2015 the Company had been notified, in accordance
with chapter 5 of the Disclosure and Transparency Rules, of the
following voting rights as a shareholder of the Company.
Name of holder
Allianz Global Investors
Mr P Hargreaves
JCB Research
Majedie Asset Management
D J Highgate
J A Lloyd
Herald Investment Management
J A D Wreford
Valebond Consultants Ltd
Percentage of voting rights
and issued share capital
Number of
ordinary shares
8.9%
8.4%
7.2%
5.6%
5.3%
3.9%
3.2%
2.1%
1.9%
15,833,397
14,908,643*
12,853,127
10,008,148
9,443,144
7,020,110
5,618,510
3,731,363
3,333,333
* of this total 3,439,000 are held by a discretionary trust on behalf of the shareholder.
ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
DIRECTORS’ REPORT
53
DIRECTORS’ REPORT
DISABLED EMPLOYEES
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant
concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the
Group continues and that appropriate training is arranged. It is the policy of the Group that the training, career development
and promotion of disabled persons should, as far as possible, be identical to that of other employees.
EMPLOYEE CONSULTATION
The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters
affecting them as employees and on the various factors affecting the performance of the Group. This is achieved through formal
and informal meetings, the Company magazine and a special edition for employees of the annual financial statements. Employee
representatives are consulted regularly on a wide range of matters affecting their current and future interests.
KEY EMPLOYMENT POLICIES
We have consistently sought to recruit and retain the best employees in our sector and this has contributed to the advancement
and successes of the products we manufacture. We also recognise the importance of employee retention and we offer our staff
benefits including childcare vouchers and a cycle purchase scheme as well as formal training relevant to the employee’s role.
We believe this maintains high levels of employee satisfaction and motivation. In addition to on-the-job training, nine employees
were working towards a formal qualification in the past year.
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
These are given in note 23 to the financial statements.
AUDITOR
Each of the persons who is a Director at the date of approval of this annual report confirms that:
• so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
• the Director has taken all the steps that he ought to have taken as a Director to make himself aware of any relevant audit
information and to establish that the Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
Deloitte LLP have expressed their willingness to continue in office as auditor and a resolution to reappoint them as auditor
will be proposed at the forthcoming Annual General Meeting.
Approved by the Board and signed on its behalf by:
Dr. Simon Bourne
Director
Date: 31 July 2015
CORPORATE GOVERNANCE REPORT
54
CORPORATE GOVERNANCE REPORT
PRINCIPLES OF CORPORATE GOVERNANCE
ITM Power Plc (the “Company”) is committed to high standards of Corporate Governance. The Board is accountable to
the Company’s shareholders for good governance in its management of the affairs of the Group. The Directors acknowledge
the importance of the principles of corporate governance contained in the UK Corporate Governance Code Combined Code.
As an AIM quoted Company, ITM Power is not obliged to comply with the full requirements of the Combined Code. However
the Board intends to comply with its main provisions as far as reasonably practicable having regard to the size of the Group.
The Board recognises the importance to shareholders of Corporate Governance disclosure, and to this end the Company has
developed a set of disclosures that it feels are consistent with the Group’s size and the constitution of the Board. The Board
intend to continue to develop these disclosures as the Group grows.
The Directors intend to comply with Rule 21 of the AIM Rules relating to Directors’ dealings as applicable to AIM companies
and will also take all reasonable steps to ensure compliance by the Group’s applicable employees.
THE BOARD
The Board currently comprises the following members who are also members of the following committees of the Board:
Director
Role
Remuneration
Committee
Audit
Committee
Nominations
Committee
Executive
Committee
Manufacturing
& Engineering
Committee
Dr S Bourne
Dr G Cooley
Chief
Technology
Officer
Chief Executive
Officer
The Rt Hon
Lord R Freeman
Non-Executive
Director
Mr P Hargreaves
Prof R Putnam
Sir R Bone
Mr R Pendlebury
Non-Executive
Director
Non-Executive
Chairman
Non-Executive
Director
Non-Executive
Director
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
REPORT AND FINANCIAL STATEMENTS CORPORATE GOVERNANCE REPORT
55
CORPORATE GOVERNANCE REPORT
BALANCE OF THE BOARD
ITM Power Plc has a separate Chairman and Chief Executive
Officer, each having his own separate responsibilities.
The Chairman is responsible for the effective working of
the Board and the Chief Executive Officer is responsible
for all operational matters and the financial performance
of the Group. The Board is balanced, both numerically and
in experience, with the intention that no individual or small
group of individuals should be able to dominate decision
making. The Board has not appointed a Senior Independent
Director. However, any of the Non-Executive Directors
are available on request as a conduit of communication to
the Board in the event that the Chairman and/or the Chief
Executive Officer are not appropriate conduits for shareholder
concerns and issues.
MATTERS RESERVED TO THE BOARD’S ATTENTION
The Board has a formal schedule of matters reserved for
its decision covering the following areas:
• Management structure and appointments;
• Strategic/policy considerations;
• Material transactions;
• Finance; and
• General governance and capital matters.
COMMITTEES
The Board operates through clearly identified Board
committees to which it delegates certain powers. These
are the Remuneration Committee, the Audit Committee,
the Nominations Committee and the Executive Committee.
They are properly authorised under the constitution of the
Company to take decisions and act on behalf of the Board
within the guidelines and delegations laid down by the
Board. The Board is kept fully informed of the work of these
committees and each committee has access and support from
the Company Secretary. Any issues requiring resolution are
referred to the full Board. A summary of the operations
of these Committees is set out below.
The Remuneration Committee’s role is to determine and
recommend to the Board the terms and conditions of service,
the remuneration and grant of options to Executive Directors
under the EMI scheme adopted by the Company.
The Audit Committee’s primary responsibilities are to
monitor the quality of internal control, ensuring that the
financial performance of the Company is properly measured
and reported on and for reviewing reports from the
Company’s auditor relating to its accounting and internal
controls in all cases having due regard to the interests of
the shareholders.
The Nominations Committee leads the process for Board
appointments. It vets and presents to the Board potential
new Directors, particularly Non-Executives. All new
appointees undergo a rigorous nomination process before
the Board agrees on their appointment.
The Executive Committee comprises Prof. Roger Putnam
as Chairman, Dr Graham Cooley (CEO) and Dr Simon
Bourne (CTO). The Committee regularly meets to consider
business development, management issues and the financial
performance of the Company.
The Manufacturing & Engineering committee comprises
Robert Pendlebury, Simon Bourne and technical staff from
departments within the company. The primary responsibilities
of the committee is to review the Company’s product portfolio
and development plans and assess the cost composition of the
product portfolio and the suitability of existing process
to satisfy anticipated market developments.
A copy of the Terms of Reference for these committees
and the terms of appointment of each of the Non-Executive
Directors can be obtained by contacting the Company
Secretary at the Company’s Head Office.
In addition, the Board receives reports and recommendations
from time to time on matters, which it considers significant to
the Group.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015
CORPORATE GOVERNANCE REPORT
56
CORPORATE GOVERNANCE REPORT
BOARD MEETINGS
The Board scheduled four regular meetings in the year ended 30th April 2015 and three additional meetings were convened
when required. The table below shows the attendance of Directors at regular Board meetings and at meetings of the
Committees during the year.
The Board is supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge
its duties.
Board Meetings
Remuneration Committee
Audit Committee
No. of meetings held
Non-Executive Directors
The Rt Hon
Lord R Freeman
Mr P Hargreaves
Prof R Putnam (Chairman)
Sir R Bone
Mr R Pendlebury
Executive Directors
Dr S Bourne
Dr G Cooley
4
3
2
4
4
0
4
4
1
1
1
1
2
2
2
2
1
BOARD PERFORMANCE APPRAISAL
With the full support of the Board, the Chairman leads an evaluation of the performance of the Board and its Committees
on a yearly basis. The last review concluded that the Board and its Committee are currently effective and each Director
continues to demonstrate commitment to their role.
RE-ELECTION OF DIRECTORS
New Directors are subject to election at the first Annual General Meeting of the Company following their appointment. In addition,
all Directors who have been in office for three years or more since their election or last re-election are required to submit
themselves for re-election at the Annual General Meeting of the Company. At each Annual General Meeting of the Company
all those Non-Executive Directors who have been in office for nine years or more since the date on which they were originally
elected as a Non-Executive Director of the Company are required to retire from office, but may stand for re-appointment.
BOARD INDEPENDENCE
The Board recognises that Peter Hargreave’s shareholding is a factor which, under the UK Corporate Governance Code, may
appear to impair his independence. However, the Board considers all the Non-Executive Directors to be independent in character
and judgement. The Non-Executive Directors have provided excellent independent advice and challenge throughout the year.
In concluding that all its Non-Executive Directors are independent, the Company considered, inter-alia, the fact that all of the
Non-Executive Directors are Directors of other corporations and are not reliant on any shares or share options they hold in,
or income they receive from, ITM Power Plc.
REPORT AND FINANCIAL STATEMENTS
CORPORATE
GOVERNANCE REPORT
CORPORATE GOVERNANCE REPORT
57
INTERNAL CONTROL AND RISK MANAGEMENT
The Board is responsible for the Group’s system of internal control. Such a system
can only be designed to manage rather than eliminate the risk of failure to achieve
business objectives and can provide only reasonable, and not absolute, assurance
against material misstatement or loss. Whilst it would not be practical for the Group,
given its size, to maintain a dedicated Internal Audit function these internal controls
are reviewed periodically to check that they are operating as planned. The Group
also has in place processes to deal with the identification, assessment and
management of major business risks and reviews these processes as required.
RELATIONS WITH SHAREHOLDERS
The Company values the views of shareholders and recognises their interests
in the Group’s strategy and performance.
Overall responsibility for ensuring that there is effective communication with
investors and that the Board understands the views of major shareholders rests
with the Chief Executive Officer, who makes himself available to meet shareholders
for this purpose. Press coverage packs and analyst notes are made available to
the Board at each regular Board meeting. The Chief Executive Officer is often
accompanied at investor presentations by either the Chairman or the Chief Financial
Officer. Shareholder communication is mainly co-ordinated by the company’s
Corporate Communications Consultants, Tavistock Communications Limited.
ITM Power is committed to maintaining a good dialogue with shareholders through
proactively organising meetings and presentations with fund managers, retail brokers
and analysts, as well as responding to a wide range of enquiries. The Company also
recognises the importance of communicating appropriately any significant company
developments, this is done via the Stock Exchange Regulatory News Service that
can be accessed through the Company’s new website.
The Company reports to shareholders twice a year. The report and accounts
are available on the Company’s website: www.itm-power.com. All shareholders
are encouraged to attend the Company’s Annual General Meeting, at which the
Chairman gives an account of the progress of the business over the year and
provides the opportunity for shareholders to ask questions. The Board attends
the meeting and is available to answer questions from shareholders present.
In all communications and events, care is taken to ensure that no price sensitive
information is released and that any price sensitive information is released to all
shareholders at the same time in accordance with AIM Rules.
AUDITOR INDEPENDENCE
The Group and Company seek to ensure the independence of its Auditor by limiting
the non-audit work it performs. The Group and Company uses a range of advisors
to give specialist advice in relevant areas.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015
DIRECTORS’
RESPONSIBILITIES
STATEMENT
Dr Simon Bourne
Chief Technology Officer
By order of the Board
DIRECTORS’ RESPONSIBILITIES STATEMENT
58
The Directors are responsible for preparing the Annual Report and the financial
statements applicable law and regulations.
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors are required to prepare the Group
financial statements in accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union, and have elected to prepare the parent
Company financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable
law). Under Company law the Directors must not approve the accounts unless they
are satisfied that they give a true and fair view of the state of affairs of the Company
and of the profit or loss of the Company for that period.
In preparing the parent Company financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and accounting estimates that are reasonable and prudent;
• state whether applicable UK Accounting Standards have been followed, subject
to any material departures disclosed and explained in the financial statements; and
• prepare the financial statements on the going-concern basis, unless it is
inappropriate to presume that the Company will continue in business.
In preparing the Group financial statements, International Accounting Standard 1
requires that Directors:
• properly select and apply accounting policies;
• present information, including accounting policies, in a manner that provides
relevant, reliable, comparable and understandable information;
• provide additional disclosures when compliance with the specific requirements
in IFRSs is insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the entity’s financial position and
financial performance; and
• make an assessment of the Company’s ability to continue as a going-concern.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions, and disclose with
reasonable accuracy at any time the financial position of the Company, also ensures
that the financial statements comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and taking reasonable steps
for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate
and financial information included on the Company’s website. Legislation in the
United Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
REPORT AND FINANCIAL STATEMENTS
INDEPENDENT AUDITOR
REPORT TO THE MEMBERS
OF ITM POWER PLC
Matthew Hughes BSc (Hons) ACA
(Senior Statutory Auditor)
For and on behalf of
Deloitte LLP
Chartered Accountants
and Statutory Auditor
Leeds, United Kingdom
Date: 31 July 2015
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ITM POWER PLC
59
We have audited the financial statements of ITM Power Plc for the year ended
30th April 2015 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Company Balance Sheets, the Consolidated
Statement of Changes in Equity, the Consolidated Cash Flow Statement and the
related notes 1 to 36. The financial reporting framework that has been applied
in the preparation of the Group financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European
Union. The financial reporting framework that has been applied in the preparation
of the parent Company financial statements is applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice).
This report is made solely to the Company’s members, as a body, in accordance
with Chapter three of Part 16 of the Companies Act 2006. Our audit work has
been undertaken so that we might state to the Company’s members those matters
we are required to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s members as a body, for
our audit work, for this report, or for the opinions we have formed.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Directors’ Responsibilities Statement, the
Directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view. Our responsibility is to audit
and express an opinion on the financial statements in accordance with applicable
law and International Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Auditing Practices Board’s (APB’s) Ethical
Standards for Auditors.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or error.
This includes an assessment of: whether the accounting policies are appropriate to
the Group’s and the Parent Company’s circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant accounting
estimates made by the Directors; and the overall presentation of the financial
statements. In addition, we read all the financial and non-financial information in
the annual report to identify material inconsistencies with the audited financial
statements and to identify any information that is apparently materially incorrect
based on, or materially inconsistent with, the knowledge acquired by us in the
course of performing the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications for our report.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 INDEPENDENT AUDITOR
REPORT TO THE MEMBERS
OF ITM POWER PLC (Contd.)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF ITM POWER PLC
60
OPINION ON FINANCIAL STATEMENTS
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s affairs
and of the Parent Company’s affairs as at 30 April 2015 and of the Group’s loss
for the year then ended;
• the Group’s financial statements have been properly prepared in accordance
with IFRSs as adopted by the European Union;
• the Parent Company’s financial statements have been properly prepared in
accordance with United Kingdom Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements
of the Companies Act 2006.
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the information given in the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where the Companies
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept, or returns adequate for
our audit have not been received from branches not visited by us; or
• the parent Company financial statements are not in agreement with the
accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
REPORT AND FINANCIAL STATEMENTS CONSOLIDATED INCOME STATEMENT
61
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 30 APRIL 2015
Revenue
Cost of Sales
Gross profit/(loss)
Operating Costs
– Research and development
– Prototype production and engineering
– Sales and marketing
– Administration
Other Operating Income
– Grant income
Loss from operations
Investment revenues
Loss before tax
Tax
Loss for the year, being total comprehensive
expense for the year
Other Total Comprehensive Income:
Items that may be reclassified subsequently to profit or loss
Foreign currency translation differences on foreign operations
Net other total comprehensive income
Total comprehensive loss for the year
Note
5
5
5
8
6
2015
£’000s
1,635
(1,045)
590
(4,322)
(1,141)
(719)
(1,908)
2014
£’000s
1,127
(2,026)
(899)
(3,979)
(2,171)
(695)
(1,604)
1,777
(5,723)
1,370
(7,978)
12
25
(5,711)
(7,953)
84
164
(5,627)
(7,789)
116
116
–
–
(5,511)
(7,789)
Loss per share
Basic and diluted
9
(3.4p)
(5.9p)
All results presented above are derived from continuing operations and are attributable to owners of the Company.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
62
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Called-
up share
capital
Share
premium
account
£’000s
6,135
1,958
–
–
£’000s
41,273
9,430
–
–
Merger
reserve
£’000s
(1,973)
–
–
–
At 1 May 2013
Issue of shares
Credit to equity for
share-based payments
Loss, being total comprehensive
expense for the year
At 30 April 2014
8,093
50,703
(1,973)
At 1 May 2014
Issue of shares
Credit to equity for
share-based payments
Loss for the year
Other comprehensive income
for the period
8,093
812
50,703
4,035
–
–
–
–
–
–
(1,973)
–
–
–
–
At 30 April 2015
8,905
54,738
(1,973)
Foreign
Exchange
reserve
Retained
loss
Total
equity
£’000s
£’000s
(38,056)
–
22
£’000s
7,379
11,388
22
(7,789)
(7,789)
(45,823)
11,000
(45,823)
–
8
11,000
4,847
8
(5,627)
(5,627)
–
116
(51,442)
10,344
–
–
–
–
–
–
–
–
116
116
REPORT AND FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET
63
CONSOLIDATED BALANCE SHEET
Non-Current Assets
Property, plant and equipment
Current Assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total Current Assets
Current Liabilities
Trade and other payables
Provisions
Total Current Liabilities
Net Current Assets
Net Assets
Equity
Called-up share capital
Share premium account
Merger reserve
Foreign exchange reserve
Retained loss
Total Equity
Note
2015
£’000s
2014
£’000s
10
2,546
1,755
12
14
14
15
16
17
512
4,113
6,576
762
1,206
9,763
11,201
11,731
(3,295)
(108)
(3,403)
7,798
(2,184)
(302)
(2,486)
9,245
10,344
11,000
8,905
54,738
(1,973)
116
(51,442)
10,344
8,093
50,703
(1,973)
–
(45,823)
11,000
The financial statements of ITM Power Plc, registered number 5059407, were approved by the Board of Directors and authorised
for issue on 31 July 2015.
Signed on behalf of the Board of Directors
Dr. Simon Bourne
Director
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 CONSOLIDATED CASH FLOW STATEMENT
64
CONSOLIDATED CASH FLOW STATEMENT
Net Cash Used in Operating Activities
Investing Activities
Interest received
Purchases of property, plant and equipment
Cash received from interest-earning deposit
Net cash from (used in) investing activities
Financing Activities
Issue of ordinary share capital
Net cash from financing activities
(Decrease)/Increase in cash and cash equivalents
Cash and cash equivalents at the beginning of year
Effect of foreign exchange rate changes
Cash and cash equivalents at the end of year
Non-statutory measures
Cash Burn
Cash burn is a measure used by key management
personnel to monitor the performance of the business.
Note
18
2015
£’000s
(6,684)
12
(1,470)
–
(1,458)
4,847
4,847
(3,295)
9,763
108
6,576
2014
£’000s
(6,701)
62
(929)
4,000
3,133
11,388
11,388
7,820
1,943
–
9,763
(Decrease)/Increase in cash and cash equivalents per the cash flow statement
Less movements in short-term deposits
Effect of foreign exchange rate changes
Less share issue proceeds
Cash Burn
(3,295)
–
108
(4,847)
(8,034)
7,820
(4,000)
–
(11,388)
(7,568)
REPORT AND FINANCIAL STATEMENTS NOTES TO THE
CONSOLIDATED
FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
65
1. GENERAL INFORMATION
ITM Power Plc is a Company incorporated in England and Wales under the
Companies Act 2006. The registered office is at 22 Atlas Way, Sheffield, South
Yorkshire S4 7QQ. The nature of the Group’s operations and its principal activities
are disclosed in the Strategic Report.
These financial statements are presented in pounds sterling, as that is the currency
of the primary economic environment in which the Group operates.
2. ADOPTION OF NEW AND REVISED INTERNATIONAL FINANCIAL
REPORTING STANDARDS
The following new and revised Standards and Interpretations have been adopted
in the current year. Although their adoption has not had any significant impact on
the amounts reported in these financial statements, it may impact the accounting
for future transactions and arrangements.
Standards Affecting Presentation and Disclosure
Annual Improvements to IFRSs:
2009–2011 Cycle (May 2012)
Annual Improvements to IFRSs:
2009–2011
Amendments to IFRS 1
(March 2012)
Amendments to IAS 1 (June 2011)
Government Loans
Presentation of Items of Other
Comprehensive Income
Amendments to IAS 12 (Dec 2010) Deferred Tax: Recovery
of Underlying Assets
Amendments to IFRS 1 (Dec 2010)
Severe Hyperinflation and Removal
of Fixed Dates for First-time Adopters
Amendments to IFRS 7 (Dec 2011) Disclosures – Offsetting Financial
IFRS 13
Assets and Financial Liabilities
Fair Value Measurement
IAS 19 (revised June 2011)
Employee Benefits
IFRIC 20
Stripping Costs in the Production Phase
of a Surface Mine
STANDARDS AFFECTING THE REPORTED RESULTS
OR THE FINANCIAL POSITION
In the current year, there were no new and revised Standards and Interpretations
that have been adopted and which affected the amounts reported in these
financial statements.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 STANDARDS NOT
AFFECTING THE
REPORTED RESULTS OR
THE FINANCIAL POSITION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
66
The following new and revised Standards and Interpretations have been adopted in
the current year. Their adoption has not had any significant impact on the amounts
reported in these financial statements.
Amendments to IAS 39 (Jun 2013)
Novation of derivatives and
continuation of hedge accounting
Amendments to IAS 36 (May 2013) Amendments to IAS 36 (May 2013)
Amendments to IFRS 10,
IFRS 12 and IAS 27 (Oct 2012)
Investment entities
Amendments to IAS 32 (Dec 2011) Offsetting financial assets and
financial liabilities
IFRS 10
IFRS 11
IFRS 12
Consolidated financial statements
Joint arrangements
Disclosure of interests in other entities
IAS 27 (revised May 2011)
Separate financial statements
IAS 28 (revised May 2011)
Investments in associates and
joint ventures
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
67
At the date of authorisation of these financial statements, the following Standards and Interpretations which have not been
applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):
Annual improvements to IFRSs: 2010-12 Cycle (Dec 2013)
Annual improvements to IFRSs: 2010-12 Cycle
Annual improvements to IFRSs: 2011-13 Cycle (Dec 2013)
Annual improvements to IFRSs: 2011-13 Cycle
Annual improvements to IFRSs: 2012-14 Cycle (Sep 2014)
Annual improvements to IFRSs: 2012-14 Cycle
Amendments to IAS 1 (Dec 2015)
Disclosure initiative
Amendments to IAS 19 (Nov 2013)
Defined benefit plans: employee contributions
Amendments to IFRS 10, IFRS 12 and IAS 28 (Dec 2015)
Investment entities: applying the consolidation exception
Amendments to IFRS 10 and IAS 28 (Sep 2014)
Sale or contribution of assets between an investor
and its associate or joint venture
Amendments to IFRS 11 (May 2014)
Accounting for acquisitions of interests in joint operations
Amendments to IAS 27 (Aug 2014)
Equity method in separate financial statements
Amendments to IAS 16 and IAS 41 (Jun 2014)
Agriculture: bearer plants
Amendments to IAS 16 and IAS 38 (May 2014)
Clarification of acceptable methods of depreciation
and amortisation
IFRS 9
IFRS 14
IFRS 15
IFRIC 21
The Directors do not expect that the adoption of the
standards listed above will have a material impact on the
financial statements of the Group in future periods, except
as follows:
•
•
IFRS 9 will impact both the measurement and disclosures
of Financial Instruments; and
IFRS 15 may have an impact on revenue recognition
and related disclosures.
Financial instruments
Regulatory deferral accounts
Revenue from contracts with customers
Levies
Beyond the information above, it is not practicable to provide
a reasonable estimate of the effect of these standards until a
detailed review has been completed.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
68
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Sale of Goods
Revenue from the sale of goods is recognised when all the
following conditions are satisfied:
• the Group has transferred to the buyer the significant
risks and rewards of ownership of the goods;
• the Group retains neither continuing managerial
involvement to the degree usually associated with
ownership nor effective control over the goods sold;
• the amount of revenue can be measured reliably;
•
it is probable that the economic benefits associated
with the transaction will flow to the entity; and
• the costs incurred or to be incurred in respect
of the transaction can be measured reliably.
Rendering of Services
Revenue from a contract to provide services is recognised
by reference to the stage of completion of the contract.
The stage of completion of the contract is determined
as follows:
•
installation fees are recognised by reference to the stage
of completion of the installation, determined as the
proportion of the total time expected to install that has
elapsed at the balance sheet date;
• servicing fees included in the price of products sold are
recognised by reference to the proportion of the total
cost of providing the service for the product sold, taking
into account historical trends in the number of services
actually provided on past goods sold; and
• revenue from time and material contracts is recognised
at the contractual rates as labour hours are delivered
and direct expenses incurred.
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements have also been prepared in
accordance with IFRSs adopted by the European Union.
The financial statements have been prepared on the
historical-cost basis. The principal accounting policies
adopted are set out below.
Going Concern
The Directors have prepared a cash flow forecast for the
period ending 31 August 2016. This forecast indicates that
the Company and Group will remain cash positive without
the requirement for further funding, for a period of at least
12 months from the date of approval of these financial
statements. The forecast includes certain assumptions, in
particular in respect of the level and timing of projected sales
and grant cash inflows, which are inherently uncertain; the
Directors believe that the level and timing of the projected
sales represent a prudent estimate, with the current sales
pipeline providing potential upside. Notwithstanding these
uncertainties, the Directors have a reasonable expectation
that the company and Group will be able to meet their
obligations as they fall due, for the foreseeable future.
Accordingly, the financial statements have been prepared
on a going concern basis.
Basis of Consolidation
The consolidated financial statements incorporate the
financial statements of the Company and entities controlled
by the Company (its subsidiaries) made up to 30 April each
year. Control is achieved where the Company has the power
to govern the financial and operating policies of an investee
entity so as to obtain benefits from its activities.
All intra-group transactions, balances, income and expenses
are eliminated on consolidation.
Revenue Recognition
Revenue is measured at the fair value of the consideration
received or receivable and represents amounts receivable for
goods and services provided in the normal course of business,
net of discounts, VAT and other sales-related taxes.
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
69
Construction Contracts
When the outcome of a construction contract can be
estimated reliably, revenue and costs are recognised by
reference to the stage of completion of the contract activity
at the balance sheet date. This is normally measured by the
proportion that contract costs incurred for work performed
to date bear to the estimated total contract costs, except
where this would not be representative of the stage of
completion. Variations in contract work, claims and incentive
payments are included to the extent that the amount can be
measured reliably and its receipt is considered probable.
Where the outcome of a construction contract cannot be
estimated reliably, contract revenue is recognised to the
extent of contract costs incurred where it is probable they
will be recoverable. Contract costs are recognised as expenses
in the period in which they are incurred.
When it is probable that total contract costs will exceed
total contract revenue, the expected loss is recognised as
an expense immediately.
When contract costs incurred to date plus recognised profits
less recognised losses exceed progress billings, the surplus is
shown as amounts due from customers for contract work.
For contracts where progress billings exceed contract costs
incurred to date plus recognised profits less recognised losses,
the surplus is shown as the amounts due to customers for
contract work. Amounts received before the related work
is performed are included in the consolidated balance sheet,
as a liability, as advances received. Amounts billed for work
performed but not yet paid by the customer are included in the
consolidated balance sheet under trade and other receivables.
Grants
Government and other grants are included in other operating
income in the period that the expenditure to which they relate
is incurred, unless relating to property, plant and equipment.
Government and other grants relating to property, plant and
equipment are netted against the cost of the assets acquired.
Leasing
Rentals payable under operating leases are charged to
the income statement on a straight-line basis over the term
of the relevant lease.
Foreign Currencies
The individual financial statements of each Group Company
are presented in the currency of the primary economic
environment in which it operates (its functional currency).
For the purpose of the consolidated financial statements,
the results and financial position of each Group Company
are expressed in pounds sterling, which is the functional
currency of the Company, and the presentation currency
for the consolidated financial statements.
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity’s functional
currency (foreign currencies) are recognised at the rates of
exchange prevailing on the dates of the transactions. At each
balance sheet date, monetary assets and liabilities that are
denominated in foreign currencies are retranslated at the rates
prevailing at that date. Non-monetary items carried at fair value
that are denominated in foreign currencies are translated at the
rates prevailing at the date when the fair value was determined.
Non-monetary items that are measured in terms of historical
cost in a foreign currency are not retranslated.
Exchange differences are recognised in profit or loss in the
period in which they arise except for:
• exchange differences on foreign currency borrowings
relating to assets under construction for future productive
use, which are included in the cost of those assets when
they are regarded as an adjustment to interest costs on
those foreign currency borrowings;
• exchange differences on transactions entered into to hedge
certain foreign currency risks (see below under financial
instruments/hedge accounting); and
• exchange differences on monetary items receivable from
or payable to a foreign operation for which settlement is
neither planned nor likely to occur (therefore forming part
of the net investment in the foreign operation), which are
recognised initially in other comprehensive income and
reclassified from equity to profit or loss on disposal or
partial disposal of the net investment.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
70
Deferred tax liabilities are recognised for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Group is able
to control the reversal of the temporary difference and it is
probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at each
balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected
to apply in the period when the liability is settled or the asset
is realised. Deferred tax is charged or credited in the income
statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt
with in equity.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
current tax liabilities, and when they relate to income taxes
levied by the same taxation authority, and the Group intends
to settle its current tax assets and liabilities on a net basis.
For the purpose of presenting consolidated financial
statements, the assets and liabilities of the Group’s foreign
operations are translated at exchange rates prevailing on the
balance sheet date. Income and expense items are translated
at the average exchange rates for the period, unless exchange
rates fluctuate significantly during that period, in which case
the exchange rates at the date of transactions are used.
Exchange differences arising, if any, are recognised in other
comprehensive income and accumulated in equity
(attributed to non-controlling interests as appropriate).
Loss from Operations
Loss from operations is stated before investment income
and finance costs.
Taxation
The tax expense represents the sum of the tax currently
payable and deferred tax.
The tax currently payable is based on taxable profit for the year.
Taxable profit differs from net profit as reported in the income
statement because it excludes items of income or expense that
are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Group’s liability
for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date.
Research and development tax credits are recognised on an
accruals basis.
Deferred tax is the tax expected to be payable or recoverable
on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding
tax bases used in the computation of taxable profit, and is
accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and
liabilities in a transaction that affects neither the tax profit
nor the accounting profit.
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Property, Plant and Equipment
Leasehold improvements, laboratory and test equipment,
production plant and equipment, computer equipment and
office furniture and fittings are stated at cost less accumulated
depreciation and any recognised impairment loss.
Internally Generated Intangible Assets –
Research and Development Expenditure
Expenditure on research activities is recognised
as an expense in the period in which it is incurred.
An internally generated intangible asset arising from the
Group’s product development is recognised only if all of
the following conditions are met:
• an asset is created that can be identified (such as
•
software and new processes);
it is probable that the asset created will generate
future economic benefits;
• the development cost of the asset can be measured
reliably; and
• the product from which the asset arises meets the
Group’s criteria for technical feasibility.
Internally generated intangible assets are amortised
on a straight-line basis over their useful lives. Where
no internally generated intangible asset can be recognised,
development expenditure is recognised as an expense
in the period in which it is incurred.
Depreciation is charged so as to write off the cost of assets,
other than land and properties under construction, over their
estimated useful lives, using the straight-line method, on the
following basis:
Leasehold improvements
4 years or the remainder
of the lease term, if shorter
Laboratory and test equipment
4 to 6 years
Production plant and equipment
4 years
Computer equipment
Office furniture and fittings
Motor vehicles
3 years
4 years
3 years
The gain or loss arising on the disposal or retirement
of an asset is determined as the difference between
the sales proceeds and the carrying amount of the asset
and is recognised in income.
Assets in the course of construction are carried at cost, less
any recognised impairment loss. Depreciation of these assets,
on the same basis as other property assets, commences when
the assets are ready for their intended use.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
72
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Inventories
Inventories are stated at the lower of cost and net realisable
value. Cost comprises direct materials and, where applicable,
direct labour costs and those overheads that have been
incurred in bringing the inventories to their present location
and condition. Cost is calculated using the “first in first out”
(FIFO) method.
Net realisable value represents the estimated selling price
less all estimated costs of completion and costs to be
incurred in marketing, selling and distribution.
Financial Instruments
Financial assets and financial liabilities are recognised on the
Group’s balance sheet when the Group becomes a party to
the contractual provisions of the instrument.
Impairment of Tangible and Intangible Assets
At each balance sheet date, the Group reviews the carrying
amounts of its tangible and intangible assets to determine
whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order
to determine the extent of the impairment loss (if any).
Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the
recoverable amount of the cash-generating unit to which
the asset belongs.
An intangible asset with an indefinite useful life is tested
for impairment annually and whenever there is an indication
that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using
a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks
specific to the asset for which the estimates of future
cash flows have not been adjusted. If the recoverable
amount of an asset (or cash-generating unit) is estimated
to be less than its carrying amount, the carrying amount
of the asset (cash-generating unit) is reduced to its recoverable
amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying
amount of the asset (cash-generating unit) is increased to
the revised estimate of its recoverable amount, but so that
the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment
loss been recognised for the asset (cash-generating unit) in
prior years. A reversal of an impairment loss is recognised
as income immediately, unless the relevant asset is carried
at a revalued amount, in which case the reversal of the
impairment loss is treated as a revaluation increase.
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Trade and Other Receivables
Trade and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified
as receivables. Receivables are measured at amortised cost
using the effective interest method, less any impairment.
Interest income is recognised by applying the effective interest
rate, except for short-term receivables when the recognition
of interest would be immaterial.
Trade receivables do not carry any interest and are stated
at their nominal value. Appropriate allowances for estimated
irrecoverable amounts are recognised in profit or loss when
there is objective evidence that the asset is impaired.
Impairment of Financial Assets
Financial assets are assessed for indicators of impairment
at each balance sheet date. Financial assets are impaired
where there is objective evidence that, as a result of one
or more events that occurred after the initial recognition
of the financial asset, the estimated future cash flows
of the investment have been impacted.
Investments – Short-term Deposits
Short-term deposit investments comprise short-term, highly
liquid investments that are readily convertible to a known
amount of cash and are subject to an insignificant risk of
change in value.
Cash and Cash Equivalents
Cash and cash equivalents comprise cash-in-hand and
on-demand deposits, and other short-term highly liquid
investments that are readily convertible to a known amount of
cash and are subject to an insignificant risk of change in value.
Financial Liabilities and Equity
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangements
entered into. An equity instrument is any contract that
evidences a residual interest in the assets of the Group
after deducting all of its liabilities.
Trade Payables
Trade payables are not interest bearing and are stated
at their nominal value.
Equity Instruments
Equity instruments issued by the Company are recorded
at the proceeds received, net of direct issue costs.
Provisions
Provisions are recognised when the Group has a present
obligation as a result of a past event, and it is probable that the
Group will be required to settle that obligation. Provisions are
measured at the Directors’ best estimate of the expenditure
required to settle the obligation at the balance sheet date, and
are discounted to present value where the effect is material.
Share-based Payments
The Group has applied the requirements of IFRS 2 Share-based
Payments. In accordance with the transitional provisions, IFRS
2 has been applied to all grants of equity instruments after
7 November 2002 that were unvested as of 1 May 2006,
which was the Group’s date of transition to IFRS.
The Group issues equity-settled, share-based payments to
certain employees. Equity-settled, share-based payments
are measured at fair value at the date of grant. The fair value
determined at the grant date of the equity-settled, share-based
payments is expensed on a straight-line basis over the vesting
period, based on the Group’s estimate of shares that will
eventually vest. Fair value is measured using a Black-Scholes
options pricing model.
Pension Costs
The Group operates a defined-contribution pension scheme.
The amount charged to the income statement in respect
of pension costs is the contributions actually payable in the
year. Differences between the contributions actually payable
and those paid are shown as accruals or prepayments in the
consolidated balance sheet.
The Group as Lessor
Rental income from operating leases is recognised on a
straight-line basis over the term of the relevant lease. Initial
direct costs incurred in negotiating and arranging an operating
lease are added to the carrying amount of the leased asset and
recognised on a straight-line basis over the lease term.
Warranties
Provisions for the expected cost of warranty obligations under
local sale of goods legislation are recognised at the date of sale
of the relevant products, and the Directors’ best estimate of
the expenditure required to settle the Group’s obligation.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
74
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY
SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Group’s accounting policies, which
are described in note 3, the Directors are required to make
judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent
from other sources. The estimates and associated assumptions
are based on historical experience and other factors that
are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed
on an on-going basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if
the revision affects only that period, or in the period of the
revision and future periods if the revision affects both current
and future periods.
Critical Judgements in Applying the Group’s Accounting Policies
The following are the critical judgements, apart from those
involving estimations (which are dealt with separately below),
that the Directors have made in the process of applying the
Group’s accounting policies and that have the most significant
effect on the amounts recognised in the financial statements.
Going Concern
The Directors are required to assess whether it is appropriate
to prepare the financial statements on a going-concern basis.
Their assessment of the going-concern basis is set out in note 3.
Capitalisation of development costs
As described in note 3, the Group capitalises development
costs which meet certain recognition criteria, in accordance
with IAS 38 ‘Intangible assets’. In making its judgement,
management has considered the detailed criteria for
recognition and concluded that none of the development
costs in the current year met the criteria for capitalisation.
Key Sources of Estimation Uncertainty
For construction contracts in progress at the year end,
the directors are required to assess the costs to complete,
in order to estimate the percentage of completion which,
in turn, determines the amount of revenue to be recognised.
The actual costs may differ to the estimated costs and any
adjustments arising will be made in future periods.
5. REVENUE, OTHER OPERATING INCOME AND
INVESTMENT INCOME
The Group adopted IFRS 8 Operating Segments with effect
from 1 May 2009. IFRS 8 requires operating segments to be
identified on the basis of internal reports about components
of the Group that are regularly reviewed by the Chief
Operating Decision Maker to allocate resources to the
segments and to assess their performance.
ITM Power Plc is organised internally to report to the Group’s
Chief Operating Decision Maker, the Chief Executive Officer,
on the financial and operational performance of the Group
as a whole. The Group’s Chief Operating Decision Maker
is ultimately responsible for entity-wide resource allocation
decisions and evaluates the performance of the Group on
a Group-wide basis, and any elements within it on a
combination of information from the executives in charge
of the Group and Group financial information.
As a consequence of the above factors the Group has one
operating and reportable segment in accordance with IFRS 8
Operating Segments.
Revenues are generated in the United Kingdom, the United
States and Germany. In each of the geographical locations
the company has subsidiary trading companies. The United
Kingdom is the Group’s country of domicile and all non-
current assets were domiciled in the United Kingdom.
Included in revenue are the following amounts, which each
accounted for more than 10% of total revenue;
• Customer A
• Customer B
£878,000
£569,000
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
75
An analysis of the Group’s revenue is as follows:
Continuing Operations
Revenue from construction contracts
Lease of goods
Consulting income
Maintenance contracts
Other
Revenue in the Consolidated Income Statement
Grant income
Investment income
Revenues from Major Products and Services
The Group’s revenues from its major products and services were as follows:
Continuing Operations
Electrolyser platform sales
Consultancy
Other
Consolidated revenue (excluding investment revenue)
Geographic Analysis of Revenue
A geographic analysis of the Group’s revenue is set out below:
United Kingdom
Rest of Europe
North America
Other
2015
£’000s
1,539
–
51
32
13
1,635
1,777
12
3,424
2015
£’000s
1,571
51
13
1,635
2015
£’000s
261
678
696
–
1,635
2014
£’000s
1,079
28
20
–
–
1,127
1,370
25
2,522
2014
£’000s
1,102
20
5
1,127
2014
£’000s
234
695
122
76
1,127
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
76
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
6. LOSS FOR THE YEAR
Loss For The Year Has Been Arrived at After Charging (Crediting)
Net foreign exchange losses
Depreciation of property, plant and equipment
Loss on disposal of property, plant and equipment
Rentals Under Operating Leases
Land and buildings
Government grants receivable
Staff costs (see note 7)
Cost of inventories recognised as an expense
2015
£’000s
86
592
87
154
(1,777)
3,714
262
The Following Amounts Payable to the Group’s Auditor Have Been Charged Within the Loss Before Tax
Fees payable to the Company’s auditor for
– The audit of the Company’s annual accounts
– The audit of the Company’s subsidiaries pursuant to legislation
Total audit fees
Other services pursuant to legislation
– Interim review work
– Tax services
Total non-audit fees
24
24
48
22
10
32
2014
£’000s
56
641
–
154
(1,370)
3,675
270
71
–
71
22
10
32
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7. INFORMATION REGARDING DIRECTORS AND EMPLOYEES
Name of
Director
Fees/Basic
salary
Benefits
in kind
Annual
bonuses
Pension
contributions
2015
2014
£’000s
£’000s
£’000s
£’000s
£’000s
£’000s
Executive
Dr S Bourne
Dr G Cooley
Non-Executive
P Hargreaves
Prof R Putnam
Lord Freeman
R Bone
Aggregate
emoluments
124
176
45
132
35
38
550
–
–
–
–
–
–
–
28
114
–
–
–
–
6
28
–
–
–
–
158
318
45
132
35
38
151
303
45
128
35
–
142
34
726
662
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
78
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Details of options for Directors who served during the year are as follows:
Scheme
1 May 2014
Granted
30 April
2015
Exercise
price £’000
Date
from which
exercisable
Expiry
date
Name of
Director
Dr S Bourne
Dr S Bourne
EMI
EMI
200,000
02/02/2010
200,000
123,596
24/01/2011
Dr S Bourne
Unapproved
276,404
24/01/2011
Dr S Bourne
Unapproved
100,000
01/08/2012
Dr S Bourne
Unapproved
–
06/08/2014
Dr G Cooley
Unapproved
200,000
29/06/2009
Dr G Cooley
Unapproved
360,000
02/02/2010
Dr G Cooley
EMI
640,000
02/02/2010
123,596
276,404
100,000
250,000
200,000
360,000
640,000
Dr G Cooley
Unapproved
800,000
24/01/2011
800,000
Dr G Cooley
Unapproved
250,000
19/07/2012
Dr G Cooley
Unapproved
–
06/08/2014
Prof. R Putnam
Unapproved
50,000
23/11/2009
250,000
750,000
50,000
Prof. R Putnam
Unapproved
100,000
24/01/2011
100,000
Lord R Freeman
Unapproved
50,000
08/08/2011
50,000
18p
67p
67p
50p
26p
18p
18p
18p
67p
50p
26p
20p
67p
31p
02/02/2013
02/02/2020
24/01/2011
23/01/2021
24/01/2011
23/01/2021
06/08/2014
05/08/2024
01/08/2012
31/07/2022
29/06/2012
29/06/2019
02/02/2013
02/02/2020
02/02/2013
02/02/2020
24/01/2011
23/01/2021
19/07/2012
18/07/2022
06/08/2014
05/08/2024
23/11/2010
23/11/2019
24/01/2011
23/01/2021
08/08/2012
07/08/2021
On 29 January 2010 the Group introduced a new EMI and Unapproved Share Option Scheme to be applied to all subsequent
issues of share options. Under the scheme rules the exercise price is deemed to be the mid-market price of shares on the
London Stock Exchange AIM market at the close of trading on the day before the grant of the share options. Share options vest
in three equal instalments on the first, second and third anniversaries of the grant and are exercisable up to the tenth anniversary
of the grant.
There were no LTIP awards granted or vested in the year for Directors.
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Directors’ Emoluments
Aggregate emoluments
Money purchase pension contributions
Two Directors were members of money purchase schemes during the year (2014 – 2).
Remuneration of the highest paid Director
Aggregate emoluments
Money purchase pension contributions
2015
£’000s
692
34
726
290
28
318
2014
£’000s
628
34
662
275
28
303
Average number of persons employed
Number
Number
– Research and development
– Prototype production and engineering
– Sales and marketing
– Administration
Staff costs during the year (including Directors)
Wages and salaries
Social security costs
Other pension costs
49
4
4
15
72
£’000s
3,205
356
153
3,714
45
4
4
16
69
£’000s
3,167
358
150
3,675
As at 30 April 2015 pension contributions of £nil (2014 – £49,000) due in respect of the current year had not been paid over to
the scheme.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
80
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. TAX
UK Corporation Tax
UK Corporation tax credits for the year
Adjustments in respect of previous periods
2015
£’000s
(84)
–
(84)
2014
£’000s
(201)
37
(164)
The differences between the total current tax shown above and the amount calculated by applying the blended rate of
UK corporation tax to the loss before tax is as follows:
Loss before tax
Tax on loss at blended standard UK corporation tax rate of 20.9%
(2014 – 21.9%)
Factors Affecting Credit for the Year
Expenses not deductible for tax purposes
Depreciation in excess of capital allowances
Short-term timing differences
Research and development enhanced relief
Research and development tax credit
Unrelieved tax losses carried forward
Adjustments in respect of previous periods
Tax credit for the year
£’000s
(5,711)
(1,199)
19
124
(6)
84
(84)
978
–
(84)
£’000s
(7,953)
(1,741)
10
164
(6)
185
(201)
1,388
37
(164)
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Factors Affecting Future Tax Charges
The Company has tax losses available to carry forward against future taxable profits, subject to agreement with the HM Revenue
& Customs.
A net deferred tax asset of £10.654m (2014 – £9.512m) has not been recognised as there is insufficient evidence that the asset
would be recoverable in the foreseeable future. The net unrecognised deferred tax asset comprises a deferred tax asset of
£8.592m (2014 – £7.851m) in respect of accumulated tax losses, £2.062m (2014 - £1.768m) in respect of decelerated capital
allowances and £nil (2014 – £nil) in respect of general provisions. The unrecognised deferred tax asset would be recoverable
to the extent that the Company generates sufficient taxable profits in the future.
In recent years the UK Government has steadily reduced the rate of UK corporation tax, with the latest rates substantively
enacted in July 2013 now standing at 21% with effect from 1 April 2014 and 20% with effect from 1 April 2015. The closing
deferred tax assets and liabilities have been calculated at 20% in accordance with the rates enacted at the balance sheet date.
In the Budget on 8 July 2015, the UK Government proposed, amongst other things, to further reduce the main rate of UK
corporation tax to 19% with effect from 1 April 2017 and to 18% with effect from 1 April 2020. Existing temporary differences
on which deferred tax has been provided may therefore unwind in periods subject to these reduced rates. These rate changes
are to be included in the Finance Bill 2015 but this has not yet been substantively enacted.
9. LOSS PER SHARE
The calculation of the basic and diluted earnings per share is based on the following data:
2015
£’000
2014
£’000
Loss
Loss for the purposes of basic and diluted loss per share being net loss
attributable to owners of the Company
(5,627)
(7,789)
Number of Shares
Weighted average number of ordinary shares for the purposes of basic
and diluted earnings per share
163,213,408
132,489,013
The loss per ordinary share and diluted loss per share are equal because share options are only included in the calculation
of diluted earnings per share if their issue would decrease the net profit per share or increase the net loss per share.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
82
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. PROPERTY, PLANT AND EQUIPMENT
Production
plant and
equipment
Laboratory
and test
equipment
Computer
equipment
Office
furniture
and
fittings
Leasehold
improvements
Assets in the
course of
construction
Total
£’000s
£’000s
£’000s
£’000s
£’000s
£’000s
£’000s
Cost
At 1 May 2013
Additions
Disposals
At 1 May 2014
Additions
Disposals
At 30 April
2015
Depreciation
At 1 May 2013
Disposals
Charge for
the year
At 1 May 2014
Disposals
Charge for
the year
At 30 April
2015
Net Book Value
At 30 April
2015
At 30 April 2014
At 30 April 2013
1,852
288
(4)
2,136
79
(592)
1,300
50
–
1,350
25
(115)
1,623
1,260
996
(8)
390
1,249
(512)
383
800
–
175
975
(108)
150
503
53
(122)
434
11
(10)
435
463
(122)
32
373
(10)
31
200
1
–
201
–
–
201
172
–
18
190
–
6
1,315
–
–
1,315
95
–
1,410
1,276
–
26
1,302
–
22
1,249
1,017
394
196
1,324
–
5,170
537
929
–
(126)
537
5,973
1,260
–
1,470
(717)
1,797
6,726
–
–
–
–
–
–
–
3,707
(130)
641
4,218
(630)
592
4,180
374
758
856
243
375
500
41
61
40
5
11
28
86
13
39
1,797
2,546
537
–
1,755
1,463
* All non-current assets are located in the United Kingdom
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
11. SUBSIDIARIES
A list of the significant investments in subsidiaries, including the name, country of incorporation and proportion of ownership
interest is given in note 28 to the Company’s separate financial statements.
12. INVENTORIES
Work in progress
13. CONSTRUCTION CONTRACTS
Contracts in progress at the balance sheet date:
Amounts due from contract customers included in trade
and other receivables
Amounts due to contract customers included in trade
and other payables
Contract costs incurred plus recognised profits less recognised
losses to date
Less: progress billings
2015
£’000s
512
2015
£’000s
1,044
–
1,044
1,539
(2,409)
(870)
2014
£’000s
762
2014
£’000s
150
–
150
1,079
(410)
669
At 30 April 2015, retentions held by customers for contract work amounted to £1,382k (2014: £Nil).
Advances received from customers for contract work amounted to £248k (2014: £Nil).
At 30 April 2015, no amounts (2014: £Nil) included in trade and other receivables and arising from construction contracts
are due for settlement after more than 12 months.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
84
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. OTHER FINANCIAL ASSETS
Trade and Other Receivables
Trade receivables
Other receivables
Corporation tax
Prepayments and accrued income
2015
£’000s
2,041
629
293
1,150
4,113
2014
£’000s
37
83
394
692
1,206
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.
There were receivables totalling £101,000 (2014 – £104,000) receivables that were past due but considered fully recoverable.
There were no receivables (2014 – £nil) impaired.
Cash and cash equivalents
These balances comprise cash and short-term bank deposits with an original maturity of three months or less.
The Directors consider that the carrying amount of these assets approximates to their fair value.
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
15. OTHER FINANCIAL LIABILITIES
Trade and Other Payables
Trade payables
Other taxation and social security
Accruals and deferred income
2015
£’000s
1,168
51
2,076
3,295
Trade and other payables principally comprise of amounts outstanding from trade purchases and ongoing costs.
The average credit period taken is 44 days (2014 – 52 days).
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
16. PROVISIONS
Contract Provision
Warranty provision
£’000s
–
108
108
2014
£’000s
935
112
1,137
2,184
£’000s
180
122
302
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
86
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
At May 2014
Additional provision in the year
Utilisation of provision
Release of unused provision
At 30 April 2015
Contract Provision Warranty Provision
Total Provision
£’000s
£’000s
£’000s
180
–
–
(180)
–
122
108
(57)
(65)
108
302
108
(57)
(245)
108
The warranty provision represents management’s best estimate of the Group’s liability under 12-month warranties granted
on products.
The contract provision in 2014 represented the estimated future net realisable value of stock held at year end.
17. CALLED UP SHARE CAPITAL AND RESERVES
Trade and Other Payables
Called up, allotted and fully paid:
2015
£’000s
2014
£’000s
178,100,996 (2014 – 161,864,536) ordinary shares of 5p each
8,905
8,093
During the year the Company issued 16,236,460 ordinary shares of 5p each for a consideration of £4,868,000.
Expenses in relation to the share issues, amounting to £21,000, were recognised in the share premium account.
The merger reserve arose on the acquisition of ITM Power (Research) Ltd in 2004.
REPORT AND FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18. NOTES TO THE CASH FLOW STATEMENT
Loss from operations
Adjustments for Property, Plant and Equipment
Depreciation
Loss on disposal
Share-based payments charge (credit)
Operating cash flows before movements in working capital
Decrease/(increase) in inventories
(Increase)/decrease in receivables
Increase in payables
(Decrease)/increase in provisions
Cash used in operations
Income taxes received
Net cash used in operating activities
2015
£’000s
(5,723)
592
87
8
(5,036)
250
(3,008)
1,111
(194)
(6,877)
193
(6,684)
2014
£’000s
(7,978)
641
–
22
(7,315)
(567)
443
473
265
(6,701)
–
(6,701)
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
88
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
19. CONTINGENT LIABILITIES
Subsequent to the year end, ITM Power Inc. has, as the result of a past event, a possibility of incurring an economic outflow
as a result of ongoing negotiations regarding the delivery of a unit to a site in California. At this stage, the directors do not
consider it probable that there will be an economic outflow; furthermore, the amount of any possible outflow cannot be
accurately estimated at the present time, as it will be dependent on the outcome of future negotiations, which are not
wholly within the control of the entity.
In the prior years, ITM Power (Research) Ltd, a wholly owned subsidiary of the Company, was originally awarded a grant for
novel materials and processes for alcohol based fuel cells, and was receivable based on 69% of eligible costs incurred between
April 2003 and August 2005 and deliverable milestones during that period. However, in the event that the Group generates
income or sale proceeds from the use of prototypes developed from the grant project, 69% of those proceeds would be used
to refund the grant until the grant is repaid in full. The maximum potential refund at 30 April 2015 would be the cumulative
amount received to date of £469,000 (2014 – £469,000) in the event that sufficient revenues are generated from the prototypes
developed under the grant agreement.
20. CAPITAL COMMITMENTS
The Group had no capital commitments at the balance sheet date (2014 – £nil).
21. OPERATING LEASE COMMITMENTS
At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
Expiry Date
Within one year
Between two and five years
Land and Buildings
2015
£’000s
115
75
190
2014
£’000s
154
190
344
Operating lease payments represent rentals payable by the Group for certain of its office and laboratory properties.
Leases are negotiated for an average of 5 years and rentals are fixed for an average of 4 years.
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
22. SHARED-BASED PAYMENTS
Equity-settled share option scheme
The Group operates a number of share option schemes to provide employees and third parties with the opportunity to acquire
a proprietary interest in the Company as an incentive to attract and retain their services as follows:
• Enterprise Management Incentive (EMI) options;
• Non-EMI or ‘unapproved’ options in lieu of payment for services; and
• Options under HM Revenue and Customs is approved Save As You Earn scheme.
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
2015
2014
Number
Weighted
average
exercise price
Number
Weighted
average
exercise price
4,787,614
1,000,000
(50,000)
–
5,737,614
5,737,614
40p
26p
24p
–
32p
32p
5,492,256
–
(63,336)
(641,306)
4,787,614
4,787,614
40p
–
24p
44p
40p
40p
All of the Company’s share option plans were issued after 7 November 2002. In accordance with IFRS 2, only those options
that had not fully vested by 1 May 2006, being the Group’s date of transition to IFRS, were included in the calculations.
The weighted average share price at the date of exercise for share options exercised during the period was 24p. The options
outstanding at 30 April 2015 had a weighted average exercise price of 32p, and a weighted average remaining contractual life
of 2 years.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
90
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The assumptions for the Black-Scholes model are as follows:
Weighted averages
Share price
Exercise price
Expected volatility
Expected life
Risk-free rate
2015
32p
32p
46%
2 years
4%
2014
34p
34p
49%
2 years
4%
Expected volatility is the annual standard deviation of the share price. The expected life used in the model has been adjusted,
based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The Group has recognised share-based payment expense in the income statement for the year of £8,000 (2014 – £22,000).
23. FINANCIAL INSTRUMENTS
Capital Risk Management
The Group raised sufficient cash through issuing one class of ordinary shares to provide the Company with the means
to progress through to the anticipated commercialisation of its products.
Externally Imposed Capital Requirement
The Group is not subject to externally imposed capital requirements.
Significant Accounting Policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of
measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed in note 3 to the financial statements.
Categories of financial instruments
Financial Assets
Loans and receivables
Financial Liabilities
Amortised cost
2015
£’000s
9,246
2014
£’000s
9,883
1,219
1,047
REPORT AND FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
91
NOTES TO THE
CONSOLIDATED
FINANCIAL STATEMENTS
Fair Value of Financial Measurements
As at 30 April 2015, the Group had no financial instruments that were measured
at fair value through profit or loss (2014 – £nil). The carrying value of all financial
instruments at 30 April 2015 and 30 April 2014 approximated to their fair value.
Accordingly, no fair value hierarchy table has been presented.
Financial Risk Management Objectives and Policies
The Group’s finance function monitors and manages the financial risks relating to the
operations of the Group. The Group’s activities expose it primarily to the financial
risks of changes in interest rates.
The Group seeks to minimise the effects of these risks. The Group’s policies
approved by the Board of Directors provide written principles on interest rate risk
and the investment of excess liquidity. Compliance with policies and exposure limits
is reviewed on a continuous basis. The Group does not currently enter into or trade
financial instruments, including derivative financial instruments.
The treasury activities are reported quarterly to the Group’s Board.
Credit Risk Management
Credit risk refers to the risk that a counter party will default on its contractual
obligations resulting in financial loss to the Group. The Group has adopted a policy
of only dealing with creditworthy counterparties. The credit risk of liquid funds
(cash, cash equivalents and short-term deposits) is limited because the
counterparties are banks with high credit-ratings assigned by international
credit-rating agencies.
Liquidity and Interest Risk Management
The Group is exposed to the interest rate risks associated with its holdings of
cash and cash equivalents and short-term deposits. The Group invests its excess
cash in fixed interest short-term deposits with maturity profiles up to one year.
Ultimate responsibility for liquidity risk management rests with the Board of
Directors, which regularly monitors the Group’s short, medium and long-term
funding, and liquidity management requirements. The Group manages liquidity risk
by maintaining adequate reserves and banking facilities by continuously monitoring
forecast and actual cash flows and matching the maturity profiles of financial assets
and liabilities.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
92
Foreign Currency Risk Management
The Group does not hedge its exposure of foreign investments held in foreign currencies. The monetary assets and liabilities
of the Group are only held in the functional currencies of the Group.
The table below shows the Group’s currency exposure. Such exposure comprises the monetary assets and monetary liabilities
that are not denominated in the functional currency of the operating unit involved. The Group’s exposure to currency risk
predominately arises on borrowings denominated in currencies other than the functional currency of the operating unit
excluding interCompany balances. At 30 April 2015, these exposures were as follows:
EURO
USD
SEK
Liabilities
Assets
2015
£’000
401
801
9
1,211
2014
£’000
147
15
–
162
2015
£’000
809
1,154
–
1,963
2014
£’000
471
149
–
620
Foreign Currency Sensitivity Analysis
The table below assumes an increase/decrease of 10% change of the Euro to Pound Sterling exchange rate and a decrease/
increase of 10% change of the US Dollar to Pound Sterling exchange rate. The sensitivity analysis is based on the subsidiaries’
profit or loss for the year and the net assets or net liabilities held at the balance sheet date, excluding interCompany balances
and intangible assets held at the date of acquisition of the Group by ITM Power Plc.
EURO impact
USD impact
2015
£’000
2014
£’000
2015
£’000
2014
£’000
Profit or loss
39
31(i)
30
13(ii)
(i) This is mainly attributable to the exposure outstanding on Euro to Pound Sterling receivables and payables in the Group
at the balance sheet date.
(ii) This is mainly attributable to the exposure to outstanding US Dollars to Pound Sterling receivables and payables at the balance
sheet date.
REPORT AND FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
93
NOTES TO THE
CONSOLIDATED
FINANCIAL STATEMENTS
If interest rates had been 1% higher/lower and all other variables had remained
constant, loss for the year would have decreased/increased by £25,000
(2014 – £52,000).
The Group’s financial liabilities consist of trade and other payables as shown on
the balance sheet. No interest is paid on these balances and all amounts are due
within 3 months.
Fair Value of Financial Instruments
Carrying amounts of financial instruments are a reasonable approximation of the
fair values of those instruments.
24. TRANSACTIONS WITH RELATED PARTIES
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this note.
The remuneration of the Directors, who are the key management personnel
of the Group, is shown in note 7.
25. CONTROLLING PARTY
As at the date of these accounts neither the Directors together or any individual
shareholder owned more than 50% of the issued share capital of the Company
and hence, in the opinion of the Directors, there is no controlling party at this date.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
94
COMPANY BALANCE SHEET
Fixed Assets
Tangible assets
Investments
Current Assets
Debtors
Cash at bank and in hand
Creditors: Amounts Falling Due Within One Year
Net Current Assets
Total Assets Less Current Liabilities, Being Net Assets
Capital and Reserves
Called-up share capital
Share premium account
Profit and loss account
Shareholders’ Funds
Note
28
29
30
31
32
34
34
35
2015
£’000s
10
46,171
46,181
114
3,815
3,929
(330)
3,599
49,780
8,905
54,738
(13,863)
49,780
2014
£’000s
9
37,892
37,901
111
8,721
8,832
(401)
8,431
46,332
8,093
50,703
(12,464)
46,332
The financial statements of ITM Power Plc, registered number 5059407, were approved by the Board of Directors and authorised
for issue on 31 July 2015.
Signed on behalf of the Board of Directors
Dr Simon Bourne
Director
REPORT AND FINANCIAL STATEMENTS COMPANY BALANCE SHEET
95
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
26. SIGNIFICANT ACCOUNTING POLICIES
The separate financial statements are prepared in accordance with applicable
United Kingdom accounting standards. The particular accounting policies adopted
are described below.
Accounting Convention
The financial statements are prepared under the historical cost convention.
Tangible Fixed Assets
Leasehold improvements, fixtures and equipment are stated at cost less accumulated
depreciation and any recognised impairment loss.
Depreciation is charged so as to write off the cost, over their estimated useful lives,
using the straight-line method, on the following bases:
Leasehold improvements
4 years or the remainder of the lease
term, if shorter
Computer equipment
Office furniture and fittings
3 years
4 years
The gain or loss arising on the disposal or retirement of an asset is determined
as the difference between the sales proceeds and the carrying amount of the asset
and is recognised in income.
Impairment of Tangible and Intangible Assets
At each balance sheet date, the Company reviews the carrying amounts of its
tangible assets to determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the recoverable amount
of the asset is estimated in order to determine the extent of the impairment loss
(if any). Where the asset does not generate cash flows that are independent from
other assets, the Company estimates the recoverable amount of the cash-generating
unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments
of the time value of money and the risks specific to the asset for which the estimates
of future cash flows have not been adjusted.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE COMPANY FINANCIAL STATEMENTS
96
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less
than its carrying amount, the carrying amount of the asset (cash-generating unit) is
reduced to its recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a revalued amount, in which case
the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset
(cash-generating unit) is increased to the revised estimate of its recoverable amount,
but so that the increased carrying amount does not exceed the carrying amount that
would have been determined had no impairment loss been recognised for the asset
(cash-generating unit) in prior years. A reversal of an impairment loss is recognised
as income immediately, unless the relevant asset is carried at a revalued amount,
in which case the reversal of the impairment loss is treated as a revaluation increase.
REPORT AND FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
97
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
Investments
These are stated at cost less a provision for any permanent impairment in value.
Taxation
Current tax is provided at amounts expected to be paid or recovered, using the
tax rates and laws that have been enacted or substantively enacted by the balance
sheet date.
Deferred tax is provided in full on timing differences, which result in an obligation
at the balance sheet date to pay more tax, or a right to pay less tax, at a future
date, at rates expected to apply when they crystallise based on current tax
rates and law. Timing differences arise from the inclusion of items of income
and expenditure in taxation computations in periods different from those in
which they are included in financial statements. Deferred tax assets are recognised
to the extent that it is regarded as more likely than not that they will be recovered.
Deferred tax assets and liabilities are not discounted.
Share Option Charges
The Company has applied the requirements of FRS 20 ‘Share-based Payment’
and UITF 44 ‘Group and Treasury transactions’. In accordance with the transitional
provisions, FRS 20 has been applied to all grants of equity instruments after
7th November 2002 that were unvested as of 1st January 2006.
The Company issues equity-settled share-based payments to certain employees.
Equity-settled share-based payments are measured at fair value (excluding the
effect of non market-based vesting conditions) at the date of grant. The fair value
determined at the date of grant of the equity-settled share-based payments is
expensed on a straight-line basis over the vesting period, based on the Company’s
estimate of shares that will eventually vest and adjusted for the effect of non
market-based vesting conditions.
Fair value is measured by use of the Black-Scholes option pricing model.
The expected life used in the model has been adjusted, based on management’s
best estimate, for the effects of non-transferability, exercise restrictions,
and behavioural considerations.
Pension Costs
The Company operates a defined contribution pension scheme. The amount charged
to the profit and loss account in respect of pension costs is the contributions actually
payable in the year. Differences between contributions payable and contributions
actually paid are shown as either accruals or prepayments in the balance sheet.
27. LOSS ATTRIBUTABLE TO ITM POWER PLC
The loss for the financial year dealt with in the financial statements of the parent
Company, ITM Power Plc, was £1.397m (2014 – loss of £7.587m). As permitted
by Section 408 of the Companies Act 2006, no separate profit and loss account
is presented in respect of the parent Company.
The auditor’s remuneration for audit and other services is disclosed in note 6 to
the consolidated financial statements.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE COMPANY FINANCIAL STATEMENTS
98
NOTES TO THE COMPANY FINANCIAL STATEMENTS
28. TANGIBLE FIXED ASSETS
Cost
At 1 May 2014
Additions
Disposals
At 30 April 2015
Deprecation
At 1 May 2014
Charge for the year
Disposals
At 30 April 2015
Net Book Value
At 30 April 2015
At 30 April 2014
Computer
equipment
Office
furniture
and fittings
Leasehold
improvements
Total
£’000s
£’000s
£’000s
£’000s
164
5
(9)
160
155
4
(9)
150
10
9
12
–
–
12
12
–
–
12
–
–
10
–
–
10
10
–
–
10
–
–
186
5
(9)
182
177
4
(9)
172
10
9
REPORT AND FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
99
NOTES TO THE COMPANY FINANCIAL STATEMENTS
29. INVESTMENTS
Loans to
subsidiary
undertakings
Shares in
subsidiary
undertakings
£’000s
£’000s
Net Book Value
At 1 May 2014
Additions
At 30 April 2015
Provisions for Impairment
At 1 May 2014 and 30 April 2015
Net Book Value
At 30 April 2015
At 30 April 2014
40,199
8,279
48,478
5,900
42,578
34,299
Total
£’000s
43,792
8,279
52,071
3,593
–
3,593
–
5,900
3,593
3,593
46,171
37,892
The Company holds 100% of the ordinary share capital of ITM Power (Research) Limited, a Company which is incorporated
in England and Wales and its principal activity is the research and development of scientific and engineering projects.
The Company also holds 100% of the ordinary share capital of ITM Power (Trading) Limited, a Company which is incorporated
in England and Wales and its principal activity is the development and manufacturing of prototype products.
The Company also holds 100% of the ordinary share of ITM Power GmbH, a Company which is incorporated in Germany
and its principal activity is that of the sale of electrolysis equipment and hydrogen storage solutions.
The Company also holds 100% of the ordinary share of ITM Power Inc, a Company which is incorporated in California
and its principal activity is that of the sale of electrolysis equipment and hydrogen storage solutions.
The Company also holds 100% of the ordinary share of ITM Power ApS, a Company which is incorporated in Denmark
and its principal activity is that of the sale of electrolysis equipment and hydrogen storage solutions.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE COMPANY FINANCIAL STATEMENTS
100
NOTES TO THE COMPANY FINANCIAL STATEMENTS
30. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Trade debtors
Other debtors
Prepayments
31. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Trade creditors
Payroll creditors
Other creditors
Accruals and deferred income
32. CALLED UP SHARE CAPITAL
Called-up, allotted and fully paid:
178,100,996 (2014 - 161,864,536) ordinary shares of 5p each
2015
£’000s
–
16
98
114
2015
£’000s
82
15
–
233
330
2015
£’000s
8,905
2014
£’000s
10
20
81
111
2014
£’000s
84
23
6
288
401
2014
£’000s
8,093
During the year the Company issued 16,236,460 ordinary shares of 5p each for a consideration of £4,868,000.
Expenses in relation to the share issues, amounting to £21,000, were recognised in the share premium account.
REPORT AND FINANCIAL STATEMENTS NOTES TO THE COMPANY FINANCIAL STATEMENTS
101
NOTES TO THE COMPANY FINANCIAL STATEMENTS
33. SHARE-BASED PAYMENTS
Equity-Settled Share Option Scheme
The Company operates a number of share option schemes to provide employees and third parties with the opportunity
to acquire a proprietary interest in the Company as an incentive to attract and retain their services as follows:
• Enterprise Management Incentive (EMI) options;
• Non-EMI or ‘unapproved’ options as payment in lieu of services;
• Options under HM Revenue and Customs’ approved Save As You Earn scheme.
Outstanding at the beginning of the year
Granted during the year
Exercised during the year
Expired during the year
Outstanding at the end of the year
Exercisable at the end of the year
2015
2014
Number
4,787,614
1,000,000
(50,000)
–
5,737,614
5,737,614
Weighted
average
exercise price
40p
26p
24p
–
32p
32p
Number
5,492,256
–
(63,336)
(641,306)
4,787,614
4,787,614
Weighted
average
exercise price
40p
–
24p
44p
40p
40p
All of the Company’s share option plans were issued after 7 November 2002. In accordance with FRS 20, only those options
that had not fully vested by 1 May 2006 were included in the calculations.
The options unvested by 1 May 2006 and outstanding as at 30 April 2015 had a weighted average remaining contractual life
of less than one year (2014 – less than one year).
On 29 January 2010 the Group introduced a new EMI and Unapproved Share Option Scheme to be applied to all subsequent
issues of share options. Under the scheme rules the exercise price is deemed to be the mid-market price of shares on the
London Stock Exchange AIM market at the close of trading on the day before the grant of the share options. Share options
vest in three equal instalments on the first, second and third anniversaries of the grant and are exercisable up to the tenth
anniversary of the grant.
The weighted average share price at the date of exercise for share options exercised during the period was 24p. The options
outstanding at 30 April 2015 had a weighted average exercise price of 32p, and a weighted average remaining contractual life
of 2 years.
REPORT AND FINANCIAL STATEMENTSITM POWER PLCYEAR ENDED 30 APRIL 2015 NOTES TO THE COMPANY FINANCIAL STATEMENTS
102
NOTES TO THE COMPANY FINANCIAL STATEMENTS
The assumptions for the Black-Scholes model are as follows:
Weighted averages
Share price
Exercise price
Expected volatility
Expected life
Risk-free rate
2015
32p
32p
46%
2 years
4%
2014
34p
34p
49%
2 years
4%
Expected volatility is the annual standard deviation of the share price. The expected life used in the model has been adjusted,
based on management’s best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The Company has recognised share-based payment expenses in the profit and loss account for the year of £2,000
(2014 – £1,000). The Company recharges its operating subsidiaries for any share based payment charges relating to their
own employees.
34. RESERVES
At 1 May 2014
Loss for the financial year
Debit to equity for share-based payments
Issue of ordinary 5p shares
At 30 April 2015
Share premium
account
Profit and
loss account
£’000s
50,703
–
–
4,035
54,738
£’000s
(12,464)
(1,397)
(2)
–
(13,863)
Total
£’000s
38,239
(1,397)
(2)
4,035
40,875
REPORT AND FINANCIAL STATEMENTS ITM POWER PLC
REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 30 APRIL 2015
NOTES TO THE COMPANY FINANCIAL STATEMENTS
103
NOTES TO THE COMPANY FINANCIAL STATEMENTS
35. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS
Loss for the financial year
New shares issued
Debit to equity for share based payments
Net addition to shareholders’ funds
Opening shareholders’ funds
Closing shareholders’ funds
2015 £’000
2014 £’000
(1,397)
4,847
(2)
3,448
46,332
49,780
(7,587)
11,388
(1)
3,800
42,532
46,332
36. RELATED PARTY TRANSACTIONS
The Company has taken advantage of the exemption included in Financial Reporting Standard 8 “Related Party Disclosures”
for wholly owned subsidiaries not to disclose transactions with entities that are part of the Group qualifying as related parties.
ITM POWER – REGULATORY NEWS ANNOUNCEMENTS 2014–2015
2015
Director/PDMR shareholding
Second price monitoring extension
Price monitoring extension
£1.79m electrolyser sale to EMEC
£2.89m award for two new London refuelling stations
£4.9m strategic investment by JCB in ITM Power
RWE Power-to-Gas system delivered
Thüga Group’s P2G plant exceeds expectations
Half year results for the period ended 31 October 2014
Major new european report on Power-to-Gas energy storage
Enhanced P=product range for Power-to-Gas market
Toyota makes available thousands of fuel cell vehicle and
refuelling patents royalty-free
Manufacturing, testing and power supply expansion
22 Apr
17 Apr
17 Apr
16 Apr
27 Mar
12 Mar
18 Feb
12 Feb
29 Jan
28 Jan
20 Jan
06 Jan
05 Jan
RNS
Submitted by 3rd party (by the LSE)
Submitted by 3rd party (by the LSE)
RNS
RNS
RNS
RNSR
RNSR
RNS
RNSR
RNSR
RNSR
RNS
ITM POWER – REGULATORY NEWS ANNOUNCEMENTS 2014–2015
2014
Gas network optimisation contract with AMEC and
National Grid
Sale of second major Power-to-Gas plant
£0.9m funding for the HELES project
Thüga Power-to-Gas project update
Toyota launches the Mirai fuel-cell electric car
European bus manufacturers and leading mayors sign fuel
cell electric buses LoU
ITM Power takes delivery of Hyundai ix35 fuel cell vehicle
Government funding to help prepare the UK for the arrival
of hydrogen FCEVs
Trading update
Toyota to launch fuel cell sedan in 2015
Results for the year ended 30 April 2014
Appointment of non-executive Director
Commercial product platform optimisation and cost reduction
Thüga Group’s Power-to-Gas plant officially commissioned
and operational
Second US hydrogen refuelling station
18 Dec
11 Dec
27 Nov
25 Nov
19 Nov
17 Nov4
20 Oct
09 Oct
07 Oct
02 Oct
30 Jul
04 Jul
27 May
08 May
02 May
RNS
RNS
RNS
RNS
RNSR
RNSR
RNSR
RNS
RNS
RNSR
RNS
RNS
RNSR
RNSR
RNS
RNS
RNS Reach
Submitted by third party (by the LSE)
ITM Power Plc
22 Atlas Way
Sheffield
S4 7QQ
T:
+44 (0) 114 244 5111
W: www.itm-power.com
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