Vita Life Sciences Limited
Annual Report 2019

Plain-text annual report

Velocys plc Magdalen Centre Robert Robinson Avenue The Oxford Science Park Oxford OX4 4GA Company Number: 05712187 +44 1865 800 821 info@velocys.com www.velocys.com ANNUAL REPORT AND ACCOUNTS 2019 www.velocys.com About us Velocys is an international UK-based sustainable fuels technology company. Velocys designed, developed and now licenses proprietary Fischer-Tropsch technology for the generation of clean, low carbon, synthetic drop-in aviation and road transport fuel from waste biomass in plants currently under development and construction. Velocys is currently developing two reference projects: one in Natchez, Mississippi, USA (incorporating Carbon Capture, Utilisation and Storage) and one in Immingham, UK, to produce fuels that significantly reduce both greenhouse gas emissions and key exhaust pollutants for aviation and road transport. Originally a spin-out from Oxford University, in 2008 the company acquired a US company based on complementary technology developed at the Pacific Northwest National Laboratory. Velocys is headquartered in Oxford in the United Kingdom. www.velocys.com Directors, secretary and advisors to the Company Registered office Velocys Magdalen Centre Robert Robinson Avenue The Oxford Science Park Oxford OX4 4GA Velocys plc registration no. 05712187 Directors Philip Holland (Non-Executive Chairman) Henrik Wareborn (Chief Executive Officer) Andrew Morris (Chief Financial Officer) Sandy Shaw (Non-Executive Director) Darran Messem (Non-Executive Director) Company secretary Jeremy Gorman Nominated advisors and joint brokers Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square St Pauls London EC4M 7LT Joint brokers Canaccord Genuity Limited 88 Wood Street London EC2V 7QR Registrars Link Market Services Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Bankers Barclays Bank Plc Wytham Court 11 West Way Oxford OX2 0JB Investor relations Radnor Capital Partners Limited 1 King Street London EC2V 8AU Public relations Field Consulting Limited Second Floor, 38 St Martins Lane London WC2N 4ER Independent auditors PricewaterhouseCoopers LLP 3 Forbury Place 23 Forbury Road Reading Berkshire RG1 3JH 87 87 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s www.velocys.com www.velocys.com 1 1 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s Contents Strategic Report Chairman’s statement CEO’s report Financial review Corporate social responsibility Key performance indicators (KPIs) Risks and mitigation Corporate Governance Corporate governance report Directors’ report Directors’ remuneration report Statement of directors’ responsibilities Independent auditors’ report Financial Statements Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Velocys plc statement of financial position Velocys plc statement of changes in equity Velocys plc statement of cash flows Notes to the financial statements for Velocys plc Directors, secretary and advisors to the Company 4 6 8 10 11 12 20 25 30 35 36 42 43 44 45 46 47 76 77 78 79 87 www.velocys.com Strategic ReportCorporate GovernanceFinancial Statementswww.velocys.com 2 2 Highlights Fund raise of £7m (before expenses) in July 2019. Altalto Immingham Project strategic partners, British Airways and Shell, commitment of £2.8 million in July 2019. Planning application for a commercial waste to fuel plant submitted to North East Lincolnshire County Council for the Altalto Immingham project. Revenue of £0.3m (2018: £0.7m). Operating loss of £9.6m, before exceptional items including a credit of £0.1m related to impairments (2018: loss of £18.6m before exceptional items of £10.1m). Contracted, manufactured and now delivered Fischer-Tropsch (FT) reactors and catalyst to Toyo Engineering Corporation (Toyo) for use in a biomass-to-jet fuel demonstration facility in Nagoya, Japan. Administrative expenses before exceptional items reduced significantly to £9.9m (£9.8m after exceptional items) compared to 2018 £19.1m (£29.1m after exceptional items). Cash at period end £4.8m (31 December 2018: £7.0m). Amended Red Rock Biofuels licensing contract in February 2019 with delivery of the first reactor in Q4 2019 and completion of delivery of the other 3 reactors in H1 2020. Bayou Fuels project set to produce negative emission fuels after signing CCUS agreement with Oxy Low Carbon Ventures. Appointed Worley (EPC) to manage delivery of our technology globally. Velocys classified as a Green Economy Issuer by the London Stock Exchange. Licensors on-board include: TRI, Arvos, Air Liquide, Linde and Haldor Topsoe A/S. Velocys plc Annual Report and Accounts 2019 Velocys plc Annual Report and Accounts 2019 3 International Leadership Team Our mission is to deliver the next generation of sustainable fuels to decarbonise aviation and heavy-duty transport. We have designed, developed and licensed patented proprietary Fischer-Tropsch technology, which enables the production of sustainable fuels from a variety of waste materials. It is the turn-key solution to fuel producers that significantly reduce both greenhouse gas emissions and key exhaust pollutants, helping to meet net zero targets. Global engagement Henrik Wareborn Chief Executive Officer Andrew Morris Chief Financial Officer Brian Cody VP Manufacturing & Technology Licensing Ivan Greager VP Engineering Neville Hargreaves VP Waste to Fuels Roger Harris VP Operations Jeff McDaniel VP New Projects Heinz Robota VP Technology Lak Siriwardene Head of Communications & Sustainability Strategic ReportCorporate GovernanceFinancial Statementswww.velocys.com4 4 Chairman’s statement In 2019 Velocys completed its transition from its historical base as a research focused organisation to one of being capable of delivering its micro-channel Fischer-Tropsch (“FT”) technology for incorporation into commercial scale waste to sustainable fuel plants. This has been a significant achievement and has established Velocys as a credible technology provider to sustainable fuels producers, enabling a major increase in the production of both sustainable jet fuel for the global aviation industry and low carbon diesel for the automotive industry. The demand for sustainable jet fuel could not be more obvious. Velocys is in a unique position to offer a de-risked, scalable and executable solution to convert widely available waste feedstocks into sustainable jet fuel with a minimal carbon intensity both in the USA and in the UK. Market and Strategy Our hybrid capital-light business model centres around (1) securing the adoption of our unique technology solution into the two reference projects being the Altalto Immingham Project in the UK and the Mississippi Biorefinery Project in the USA and (2) also supply and service third party projects where our technology solution has been selected for the core processing units. We will be intimately involved in both reference projects from inception to financial close and we have brought in strategic partners such as British Airways and Shell into the Altalto Immingham Project. We are negotiating with US parties to secure the FEED funding of the Mississippi Biorefinery Project. This ensures our technology is deployed in our chosen market of waste-to-liquid fuels, whilst at the same time we have developed an integrated technology package that can be deployed for sustainable feedstock to liquid fuels production for new customers around the world. We are supplying our FT technology to our current commercial clients, Red Rock Biofuels and Toyo Engineering. They are both making good progress on their respective biomass to fuels projects. Velocys plc Annual Report and Accounts 2019 In supporting the aviation industry in its de-carbonisation efforts, Velocys is able to provide two complementary commercial solutions: • Firstly, as the developer of waste-to-sustainable fuel plants, as evidenced by our two current projects; the Altalto Immingham Biorefinery Project to be constructed at Immingham in the UK, and our Mississippi Biorefinery to be constructed at Natchez in the USA. The Altalto project has secured Planning Permission in May 2020. This will be followed by further technical work, supported by Shell and British Airways, to further de-risk the project and enable an investment decision to be taken in 2022. Development work in 2019 on our Mississippi Biorefinery Project included securing an agreement with a subsidiary of Occidental to provide carbon dioxide sequestration facilities and development of a solar power solution. The inclusion of these two opportunities results in both significant reductions in capex and a facility that has the ability to produce sustainable jet fuel with a negative carbon intensity. • Secondly, as the owner of patented FT micro-channel technology for the conversion of synthetic gas to liquids we are able to provide commercial scale reactors to third party developers of waste-to-sustainable fuel plants as evidenced by the use of Velocys reactors at two facilities in the US; our Oklahoma plant at which we demonstrated our reactor technology at commercial scale in 2017/2018, and also at Red Rock Biofuels, a third party facility that began construction at Lakeview Oregon in 2018 and is due to commence operations in 2021. The first of four reactors were delivered to our Red Rock Biofuels client in 2019. The remaining three have been delivered in the first half of 2020. Management and Board Darran Messem and I joined the Velocys Board in January 2019. The Board structure for the majority of 2019 was led by Pierre Jungels as Chairman, with me as Senior Independent Director, and member of the Audit & Risk, Remuneration and Nomination Committees. Mr. Messem Chaired the Remuneration Committee and was member of the Audit & Risk and Nomination Committees. Sandy Shaw continued in her role as Chair of the Audit & Risk Committee and member of the Remuneration Committee. In September 2019, Sandy Shaw resumed her former position as Chair of the Remuneration Committee, and Darran Messem replaced her as Chair of the Audit & Risk Committee. Further to his notification in the 2018 Annual Report, Dr. Jungels stepped down as Chairman in December 2019, and was succeeded by me. I would like to express sincere and grateful appreciation to Dr. Jungels on behalf of all Velocys’ stakeholders for the outstanding contribution he made during his tenure as Chairman, directing the efforts of the organisation from being research based to now being able to offer its technology on a commercial basis to an expanding client base. 5 Corporate governance The Directors recognise the value and importance of good corporate governance and are committed to drawing upon best practice and maintaining high standards. Led by the Chairman, the Velocys Board follows the ten principles of corporate governance set out under three headings in the Quoted Companies Alliance Code, see page 20 for additional details. Fundraising In July 2019 Velocys raised a total of £7.0m (before expenses) via a firm placing and an open offer. We have received strong support from existing and new institutional investors including new VCT investors, for which we are grateful. All Board Directors participated in this round of funding. This complements the commitments by Shell and British Airways to co-fund the remaining pre-FEED project work to bring the Altalto Immingham Project to the same state of pre-FEED completion as our Mississippi Biorefinery Project. This provided the Company with sufficient funding to deliver its strategy for a year supported by revenues received from technology sales and support services. In July 2020 the Company successfully raised £21.0m (before expenses) through a Placing, Retail Offer and an Open Offer, with the Open Offer enabling all eligible shareholders as well as new smaller investors to participate. We are delighted with the strength of support shown by both new and existing investors in this fundraising as the issue was significantly oversubscribed. We are particularly pleased to see a number of high-quality institutional investors join our shareholder register. Outlook The transformation of Velocys from a research and development focus to a solution provider for the future sustainable fuels industry having been completed, 2020 will further establish Velocys as a significant player in that industry. With the delivery of reactors and catalyst to our customers in 2020 as a provider of technology and equipment to third party sustainable fuel project developers, Velocys will further increase its ability to generate revenues from licensing fees, royalty fees, catalyst sales, equipment supplies, and professional technical services. The Executive Team will place significant emphasis during 2020 on cementing Velocys’ position in the marketplace and securing future opportunities for enhancing revenues from third-party developers. Technical development work in 2020 will focus on finalising the technical definition of our two reference projects such that they are appropriately positioned in terms of capital requirements and commercial returns to attract the necessary investment support. This technical development work will include concluding Licensor Agreements and the necessary engineering, procurement and construction expertise from our world class engineering contractor, Worley, to finalise the technical definition for both projects. At the time of writing this Chairman’s statement, the majority of the world’s population is experiencing some form of lockdown in an effort to control the spread of the COVID-19 Coronavirus. Velocys has taken all necessary measures to protect its staff, both in the UK and the USA, from being exposed to the transmission of this disease, by instituting 100% work from home procedures for all its employees. With the support of our suppliers we have been able to continue the critical work of reactor manufacturing for our client Red Rock Biofuels. This has enabled Velocys to complete the delivery of all the reactors in Q2 2020 as agreed. We deployed staff to our Japanese client to assist in catalyst loading of the reactor cores that were delivered in Q1 2020. With the support of Worley we have been able to continue to progress the technical development of the Altalto Immingham Project on schedule. 2019 saw the emergence of a powerful voice globally advocating the importance of immediate action to avoid the adverse effects of climate change and the urgent need for governments, industry and individuals to take action. The drive for industrial decarbonisation has strong momentum and will see industry and fuel providers seeking ways of contributing significantly to assist the aviation industry to reduce its carbon emissions. Velocys’ technology and business model are ideally placed to accelerate the supply of Sustainable Aviation Fuel. Philip Holland Chairman 5 August 2020 Strategic ReportCorporate GovernanceFinancial Statementswww.velocys.com6 CEO’s Report 2019 has been a positive year for the Company. The demand is growing for our integrated Fischer-Tropsch technology and associated engineering services for conversion of waste feedstocks to advanced sustainable fuels. Following the completion in 2018 of the commercial scale and integrated demonstrations of our technology in Oklahoma and North Carolina, we have concentrated our efforts in 2019 on building our capability to deliver our technology at scale to clients. Velocys has transitioned from research, development and demonstration to commercial-scale client delivery. We have delivered all of our reactors and catalyst charges to our clients in Oregon and Japan. Velocys is committed to seamless delivery to our clients of hardware in the form of reactors and catalyst as well as providing engineering services and commercial solutions during the feasibility and FEED stages. We also provide commissioning and start-up services along with on-going engineering and optimisation support over the lifetime of the technology site license contracts. None of this would have been possible without the support of our shareholders, new and old, in 2019 along with the hard work, ingenuity and dedication of all our employees. Market dynamics There has been a distinct movement in 2019, particularly in the last quarter, in the climate change debate with commercial solutions for sustainable aviation and decarbonised fuels gaining momentum. The need for a solution is now widely covered in mainstream media and Velocys has been recognised broadly as a potential critical provider of such a solution in global media during the year. Velocys fully supports the Sustainable Aviation (“SA”)1 initiative, which comprises UK aviation partners and takes a collective approach to address the challenge of ensuring a cleaner, quieter and smarter future for the industry. SA has provided a new aviation industry roadmap forecasting that sustainable aviation fuels could meet 32% of aviation fuel demand by 2050. This formed part of a wider announcement by the industry coalition committing to net zero carbon emissions by 2050. The FT technology provided by Velocys will contribute significantly towards reaching these targets. As members of the Carbon Capture and Storage Association2 we support the development and deployment of CCS worldwide. Climate change and green energy remain at the top of global agendas with challenging but realistic net zero targets. Established technologies, such as ours, are now in demand in order to reach net-zero targets through the decarbonisation of transport, with aviation and heavy goods transport being two of the most challenging sectors. 1 www.sustainableaviation.co.uk 2 www.ccsassociation.org Talent retention A three-year Long-Term Incentive plan (“LTIP”) based on equity options with a strike price based on the previous fund raise in July 2019, which was double the share price at the time of the award in December 2019, was implemented for a broad group of employees in December 2019 along with a special equity based award for all employees. No such awards have been made since 2014. Further details can be seen in the Directors’ remuneration report and in Note 15 (Share-based incentives). Commercial success In 2019 Velocys delivered a number of key commercial developments: Red Rock Biofuels, Oregon biorefinery RRB commenced construction during 2018 at Lakeview, Oregon. During 2019 we amended our license contract with RRB, reducing the commitment for reactors from six to four, with an option for RRB to acquire two further reactors before the end of 2020. Manufacturing the reactors and catalyst for this £9.2m order commenced in 2019. During the year we invoiced a further £1.2m upon the delivery of the first reactor and four charges of catalyst. We have £5.6m deferred revenue subject to the completion of the delivery and commissioning of three more reactors, all of which completed manufacturing in the first half of 2020. Toyo Engineering Corporation, Nagoya, Japan Toyo placed an order with Velocys in September 2019, worth approximately £0.4 million, to supply an FT site license, reactor and catalyst for a biomass-to-jet fuel demonstration facility which completed construction in March 2020 by a consortium of Japanese companies. This plant is now in operation and is producing liquid fuels. In addition, Velocys has agreed that it will grant an exclusive right to Toyo for a site license and technical services of the Velocys FT Technology for a future potential commercial plant in Japan with an advance deposit of £3.2 million. The deposit has been paid in a non-refundable tranche of £0.4 million and a further tranche which is potentially refundable and subject to milestones. Velocys has also been invited to participate in pre-feasibility work for a number of projects around the world of similar scale and scope to our two reference projects. Technology and Operations We have scaled-up manufacturing operations to fulfill our recent reactor and catalyst orders from the US and Japan. The FT reactor cores are manufactured in Alabama using highly customised laser welding technology, and then enclosed in a pressure vessel at a separate location. Our proprietary Actocat catalyst is also manufactured in the US under the supervision of Velocys specialists. Velocys plc Annual Report and Accounts 20197 Our progress includes new manufacturing equipment being incorporated into the production line of the cores that hold the catalyst and cooling panels of the reactors to scale-up delivery while following a very strict quality assurance programme. We also successfully implemented the on-site high pressure testing of the cores, and the full automation of laser welding of coolant panels. Commercial demonstration plant: Post-operative analysis of FT reactors The two full-scale FT reactors from the demonstration plant in Oklahoma, with combined runtime in excess of 6,000 hours have provided invaluable data in our post-operative analysis work at our technology centre in Ohio over the course of 2019 and into 2020. We have collected and processed a vast amount of data from the demonstration plant allowing us to correlate this information with our models to further optimise design and operating parameters. This allows us to improve resilience, volume, and product quality directly benefiting all our current and future clients. This is a critical differentiating capability of Velocys at this early stage of development of the new sustainable fuels industry. Our reference projects Altalto Biorefinery, Immingham, UK In 2019 we secured partner funding of £2.8m for the project we are developing in collaboration with British Airways and Shell. Plans were submitted in August 2019 to North East Lincolnshire Council planning authority for the first commercial-scale waste-to-jet fuel plant in the UK using municipal solid waste as feedstock. As a business we completed a global competitive selection process leading to the appointment of Worley as our global engineering contractor to support the delivery of Velocys’ fully integrated technology package and to become the Owner’s Engineer for our two reference projects. Velocys continues to engage with the UK Government to secure additional long term policy support required for the project to reach financial close. Mississippi Biorefinery, Natchez, MS, USA An agreement was signed with Oxy Low Carbon Ventures, a subsidiary of Occidental, to process biogenic carbon dioxide from the Mississippi plant for permanent sequestration using existing infrastructure near to the current site. We developed a solar power solution for the plant, saving capex and further decreasing the carbon intensity of the fuels produced. In order to raise the capital for FEED engineering and construction we appointed Hamilton Clark Sustainable Capital in Houston. In addition, detailed due diligence and value- added engagement by potential strategic partners continues. The project has been further optimised to achieve a negative carbon intensity for 20-25 million gallons of sustainable aviation fuel, or diesel and gasoline blendstock, per year from 2025. Outlook for 2020 During July 2020 the Company raised approximately £21m (before expenses) through a Placing, Retail Offer and Open Offer. The success of this fundraise at a time of international economic distress, particularly in the airlines and oil sector is a great validation of our capital light strategy within the sustainable fuels sector. This has been supported by the UK government who have promoted the green recovery as well as supporting our Altalto Immingham project with a further £0.5m grant, announced in July 2020. This capital raise accelerates our ability to provide commercial scale turn-key solutions to fuel producers in the energy transition away from fossil fuels into sustainable fuels towards improved air quality and net zero carbon emissions. In 2020 we have seen the continuation of the Altalto development with our strategic collaborators British Airways and Shell investing a further £1m of non-dilutive capital into the project in May at a time of great economic difficulty in the airline industry; we achieved the granting of planning permission for the plant and will now focus on detailed post- planning work in the engineering throughout the rest of the year. We have also completed the FT and catalyst orders to our clients in Oregon and Japan, and expect to secure FEED financing for the Mississippi biorefinery project. We plan to seek and secure pre-FEED engineering contract work from one or more parties for similar type and scale of facilities as our two reference projects. I believe Velocys is well positioned to create significant shareholder value from our unique position at the cutting edge of sustainable fuels technology. However, there remain many challenges for our business over the next twelve months, not least of which is the recent economic downturn caused by COVID-19. This may manifest itself in delays to the development of our reference projects. A number of the other risks relating to our business are set out in the risk and mitigation section on page 12. The Board monitors these risks proactively and communicates with Shareholders in order to minimise their effects. My thanks to all my colleagues at Velocys, our shareholders old and new along with our strategic partners for their continued commitment and relentless efforts during the intensive phase of scaling-up technology delivery and project development during 2019 and into 2020. I would like to welcome Philip Holland as our new Chairman from December 2019, and I would also like to take this opportunity to thank Dr. Pierre Jungels for his continued support to me and the team during the year and wish him well for the future. Henrik Wareborn Chief Executive Officer 5 August 2020 Strategic ReportCorporate GovernanceFinancial Statementswww.velocys.com 8 Financial review Revenues Velocys plc is managed as a single operation and referred to as “the Company” throughout the strategic report. The “Company” results represent the consolidated results and Velocys plc results are for the parent company only. The Company recognised revenue of £0.3m (2018: £0.7m). The 2019 revenue was primarily the result of the delivery of reactor components to Toyo and professional service related to ongoing reference projects. Gross profit decreased to £0.2m (2018: £0.4m). Expenses and income Administrative expenses before exceptional items reduced by 48% to £9.9m and £9.8m after exceptional items (2018: £19.1m before and £29.1m after exceptional items). The reduction before exceptional items is principally the result of aggressive cost management and restructuring of certain functions in the Company leading to significantly reduced corporate overhead, third party consulting costs, legal and travel costs. The exceptional items of £0.1m credit (2018: £10.1m cost) is the impairment of the value of land held as an asset offset by the release of deferred revenue as the part-repayment to the Company of its secured loan to ENVIA. Other income before exceptional items during the year consisted of £0.08m (2018: £0.04m) from the sale of assets associated with the final closing of the ENVIA plant. Operating losses were £9.6m, before exceptional items credit of £0.1m related to impairments (2018: £18.6m before exceptional items of £10.1m). The reduction of the operating loss is principally the result of a decrease in administrative expenses period over period. Assets and Cash The net assets of the Company were £2.3m, which is down from the £5.4m in 2018. This decrease was principally the result of a reduction of cash and trade and other receivables offset by an increase in deferred revenue and other liabilities. The cash outflow from the Company in 2019 was £1.4m (2018: £4.3m cash inflow) principally being cash generated from financing activities of £5.7m, principally attributed to £6.6m received after the fund raise that was successfully completed in July, and £2.3m cash generated from investing activities, less £9.4m used in operating activities. The Company continues to carefully manage its underlying cost base and spend prudently on strategy implementation. The company incurs much of its expenses in US dollars and has exposure to the US dollar exchange rate. This is hedged to the extent possible by holding cash reserves in US dollars. In addition, the majority of the Company’s income is currently invoiced in dollars. Impairment of assets and investments In 2019, the Company impaired the land associated with a subsidiary based on the fair value less costs of disposal (“fair value”), by reference to a recent appraisal. In 2019, the Company reversed a 2017 impairment of an inventoried reactor that was not used at ENVIA in the amount of £352,000. This reactor was subsequently sold and delivered in 2019 and is currently presented as deferred cost on the 2019 Consolidated balance sheet until the performance obligations, defined under IFRS 15, are met. The reversal of the impairment in inventories was partially offset by the impairment of pre- qualification cores that did not meet quality specifications to be included in the Red Rock Biofuels order, to the amount of £123,000. During 2018 the Company recorded an impairment of £10.1m with respect to the loan to ENVIA and £0.9m with respect to the investment as a result of an increase in the credit risk arising from ENVIA’s decision to suspend activities. There has been no change in the Board’s assessment of the long-term potential of the Company’s assets. As a result of the Board’s assessment, there has been no impairment of the Company’s assets in 2020. The impairments made, except for Goodwill, could be reversed in future if there is a change in the estimates used to determine the asset’s recoverable amount, particularly in relation to the share price of the parent Company. At 31 December 2019, the Board did not consider there has been a change in circumstances that would justify reversal of the impairments recorded in 2018 or that additional impairments were required in 2019. The parent Company has both equity and debt investments in its subsidiaries, which are compared to the recoverable amount. On this basis, the impairment assessment indicated that the carrying value of the investment in subsidiaries was higher than the recoverable amount, determined by fair value less costs of disposal. As a result, an impairment of £3.3m (2018: £33.3m) was recognised. This impairment was eliminated on consolidation and therefore is not seen in these consolidated statements. ENVIA In April 2019, the Company completed negotiations with the remaining partners and site landlord on a wind-down for ENVIA. In the wind-down, ENVIA released the site to the landlord and sold certain assets, the proceeds of which were used to fund wind-down operations and repay £3.4m against part of ENVIA’s outstanding secured loan obligation to the Company. Velocys plc Annual Report and Accounts 20199 Fundraises In July 2019 Velocys raised a total of £7.0m (before expenses) via a firm placing and an open offer. Net proceeds of the capital raising are being used to: • Complete the development capital fund raising and preparation of the FEED for the Mississippi Biorefinery Project; • Strengthen and extend the Company’s intellectual property portfolio; • Analyse and test catalyst and Fischer-Tropsch reactors from the recently completed full-scale demonstration in Oklahoma; and • Fund the Company’s working capital and central operating costs. Future funding With the successful fundraise in July 2020 of £21m (before expenses), the financial statements have been prepared on the going concern basis, which assumes the Company will have sufficient funds available to enable it to continue to trade for the foreseeable future. The cash forecast includes the following assumptions: (i) the completion of the current stage of the FEED for the Altalto Immingham Project prior to securing funding for the next stage of development to financial close; (ii) the completion of the manufacture and delivery of reactors to our customer Red Rock Biofuels; (iii) the continued process of on-boarding one or more strategic investors to provide the final stages of development funding for the Mississippi Biorefinery Project; (iv) revenue from the ongoing support to our customer Toyo engineering in Japan; (v) the current overhead cost run rate. The Company’s plan is to continue working with our investment partners in the Altalto Immingham Project, having secured £1m additional non-dilutive investment in May 2020 and securing further investment into the project along with completing all the engineering design and commercial arrangements required to reach financial close on the project in 2022. At the same time in the USA we are working to secure investment by one or more strategic partners into the Mississippi project. We are also working with several other interested parties in Europe, the USA and the Middle East developing their own projects potentially using our FT technology within an integrated technology package into a complete plant. Going Concern The Company assessed its cash requirements from these activities and raised an additional £21m (before expenses) through an equity fundraise via a Placing, Retail Offer and Open Offer. The directors consider that this is sufficient funding for the Company to continue as a going concern beyond twelve months of the date of this report. The directors do not anticipate that any further funding to the Company will come from further placing of the parent company shares during this period. However additional income may come from one, or a combination of, the following sources, with agreements being actively sought from third parties: • Additional third-party license sales, similar to the Red Rock Biofuels project. • The realisation of certain assets and the selling of non-core intellectual property. • Additional strategic investment of development capital into either or both of Altalto Immingham Project and the Mississippi Biorefinery Project, which are expected during 2020 and the first half of 2021. • UK or USA Government loans or grants. The directors are confident that the funding received by the Company in July 2020 will ensure that it will continue as a going concern and that there will be sufficient funding in the Company to continue to support its activities for the foreseeable future being not less than twelve months from the date of approval of these financial statements. The directors have therefore prepared the financial statements on a going concern basis. The financial statements do not include the adjustments that would arise if the Company and Velocys plc were unable to continue as a going concern As in previous years, the Board will be proposing a further Special Resolution at the forthcoming Annual General Meeting to approve the disapplication of the pre-emption rights equal to 15% of the issued share capital. Following financial close of one or both reference projects in early 2022, the Company’s funding requirements will depend on the final structure of each of the biorefinery project consortia and on the Company’s strategy to support projects developed and funded by third parties. Risks and uncertainties regarding the two projects are detailed on pages 12 to 17. Andrew Morris Chief Financial Officer 5 August 2020 Strategic ReportCorporate GovernanceFinancial Statementswww.velocys.com 10 Corporate social responsibility and KPIs Employees Velocys strives to be a good employer and endeavours to train staff well, to pay them fair market value and to maintain a safe environment in which they can work. Velocys is committed to equal opportunities for all its employees. Of the 33 global employees working for Velocys at 31 December 2019, 27% were female (2018: 26%). At the end of 2019, one of the five members of the Board was female (2018: one of four members). The percentage of female employees broken down by areas of the business was as shown below. Gender diversity Scientific & engineering 2018 2019 83% 17% 17+ 35+ 2018 35% 65% 13% 87% A 13+ A 39+ 2019 39% 61% Sales, finance, HR & admin Female Male Health and Safety Velocys takes the safety and well-being of its employees seriously. Velocys has created a culture of safety, health, and environmental responsibility and continuous improvement that extends from the CEO to all employees. Each employee is encouraged to actively participate in, and take responsibility for, their own safety and health through various opportunities, such as by providing suggestions for improvement, participating in safety and environmental training and site meetings. Holding leadership positions on the site’s Safety Committee or serving on an investigation team that performs root cause analysis of potential hazards or near misses at the site is actively encouraged. Velocys maintains detailed records that are required for regulatory compliance, and also ensures safety policy, programme, and hazard communication documents are available to all staff. Velocys’ dedication for continuous improvement, understanding root causes and implementing corrective and preventative actions is evidenced in late July 2018 after the Company experienced its first Lost-Time Accident (“LTA”) at the Ohio location. All staff have taken part in a lessons-learned session from the 2018 LTA, with a focus on identification and prevention of hazards. Relevant staff were retrained on several safety topics that led to the accident. An elevated level of rigor is placed on completing thorough job safety analyses before work on a new or unfamiliar task begins.  To ensure lost time accident risk is minimised the company has a rigorous practice of near-miss reporting throughout its activities. Since the 2018 incident, the Velocys sites in the US have logged over 87,421 operating labour hours without an LTA. The UK site continues to operate without any lost time, bringing the total number of operating labour hours without an LTA to over 401,815 in the United Kingdom. Environment Velocys recognises that as an advanced biofuels company it has a duty to limit the environmental impact of its own operations. As such, the Company is careful to monitor the environmental impact of its operations. Air travel and buildings operation have been identified as two of the major factors in the Company’s direct CO2 emissions. We also strive to ensure our reference projects are optimised so that they produce product with the lowest carbon intensity score from the most energy efficient plants. Steps being taken to reduce direct CO2 emissions in Velocys’ operations include permitting business class travel only on overnight long-haul flights, replacing travel for face-to-face meetings with telephone and video calls where practical, measuring and minimising direct energy consumption though efficient use of energy-using assets and minimising waste production and on-site water consumption. Velocys plc Annual Report and Accounts 201983 + 87 + A 65 + 61 + A Key performance indicators (“KPI”s) and milestones The Company’s business strategy is to exploit the use of its core technology, micro-channel Fischer-Tropsch reactors, to produce sustainable fuels. During 2019, the Company focused on the following KPIs as a measurement of the company’s success. • Completion of our supply contracts to our customers and expanding revenues of the Company. • Ensure that the costs of the business are controlled to give the most capital efficient operations. • Raising awareness of our technology and its potential to reduce emissions. • Continuous improvement of our core technologies and the manufacturing of the Velocys micro-channel Fischer- Tropsch reactors. • Continuing the development of our reference projects and the addition of new projects. • Commissioning of our reactors at our reference projects. In 2019 the key milestones for the Company were as follows: • Delivery of reactors and reactor components to our customer Red Rock Biofuels. • Develop the Carbon Capture and Storage (“CCS”) and solar power content for the Mississippi Biorefinery Project. • Secure one or more strategic investors into the Mississippi biorefinery project. • Secure second stage consortium funding for the Immingham, UK waste-to-jet fuel project. • Complete Oklahoma site demobilisation and receive £3.4m • Complete license agreements with all major process licensors and appoint an EPC contractor to the Altalto project • Complete an equity fund raise during the year to ensure the Company has the funds to achieve these milestones. Financial results were reviewed on a regular basis by Directors. Careful monitoring of the Company’s cash and cash commitments is undertaken to ensure that all the fiduciary responsibilities and commitments of the Directors are met. The performance of the Company against these milestones is expanded upon in the CEO’s report on page 6. The financial results are outlined in the Financial Review on pages 8 to 9. 11 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s www.velocys.com 12 Risks and mitigation The Board is responsible for the risk framework and aims to ensure that the Group’s ability to achieve its objectives outweighs its risk exposure. However, the Group’s risk management programme can only provide reasonable, but not absolute, assurance that principal risks are managed to an acceptable level. The Executive Directors are responsible for identifying, managing and mitigating the risks to the Company. The Audit Committee reviews the processes and controls for ensuring material business risks are identified and managed appropriately. These are subsequently put to the Board annually for inclusion in the Annual Report. There are a number of risks and uncertainties that have the potential to impact the execution of the Group’s strategy, as well as its short-term results. The principal risks which are considered to have a potentially material impact on the Company’s long-term performance and delivery of its strategy are set out in the following table. Rating of the risks to high, medium or low is also shown to demonstrate the importance of the risk to the Company. Risk description and impact Risk management strategy Risk Rating Financial risks Access to capital The Company is expected to remain cash flow negative for a period of time and continues to be reliant on additional external capital for its ongoing operations, investment program in scaling up manufacturing capability as well as reference project development. Foreign Exchange risk The Company is generally funded in GBP while more than half of its costs and most of its revenues are in USD. It should be noted that the functional currency for the Company is GBP as the Company is traded on the AIM market and is head quartered in the UK. The Board recognises that the Company needs to raise additional capital from current and new shareholders on the back of achieved technology demonstration and project milestones. The Company’s strategy is to build up a number of customer developed projects that earn the Company annually recurring revenues, which will lead the Company to being profitable with positive long-term cashflows. Based on regularly updated cash flow forecasts the required currency mix holding in the treasury accounts is identified and implemented to minimise net foreign exchange exposures under the Company’s overall Treasury Policy. At the time of reporting, all new equity-based fund raises are completed in the UK and made in GBP. Reference project funding risk Velocys relies on strategic third-party project investment for development capital to progress both its reference projects to Financial Close covering Front End Engineering and Design, FEED, as well as pre-FEED costs. Current strategic partners have largely funded the pre-FEED work for the UK reference project and the Company is in the process of securing third party funding for the FEED stage of the US reference project. Velocys will not proceed with any unfunded project development until it has been secured. High Low Medium Velocys plc Annual Report and Accounts 201913 Risk Rating Medium Risk description and impact Risk management strategy Decarbonisation policy risk Velocys’ clients rely on policy support to secure a significant explicit or implicit revenue for avoided CO2 emissions. The main risk is that political support wanes for mitigation of climate change such as decarbonisation of fuels. The US has withdrawn from the Paris climate accords in 2020, which may indicate where the current administration is moving towards, however against this there are up to 10 States considering implementing low carbon fuel standards similar to California. Technology and Commercial execution risks FT Reactor performance Velocys FT reactors might not perform as expected or at full conversion rate. FT Catalyst performance Velocys Actocat OMX catalyst might not perform as expected or for as long as expected. Policy support is well established in the US and UK via RFS-2 and Road Transport Fuel Obligations respectively. The Landfill tax in the UK, or equivalent Gate Fees for landfilling in the US provide economic incentives for Velocys’ technology adoption. Additional incentives for avoided CO2 equivalent emissions are in place in a number of US States, such as the Low Carbon Fuel Standard in California. Velocys and its strategic partners are pursuing joint pro-active engagement with respective governments and transnational organisations such as the International Civil Aviation Organisation (“ICAO”) to further strengthen and extend essential policy incentives for sustainable fuels. The Company is an active member of advance renewable fuels industry organisations in the UK and in the US, and contributes to a broader engagement on these common policy goals. Medium Low The Company has successfully demonstrated its FT reactors at commercial scale for over 5000 hours of operations at a demonstration site in Oklahoma during 2017-2018. In addition, a number of pilot runs have been conducted on various forms of feedstock in recent years in North Carolina, Brazil, Austria and in Australia. The Company has demonstrated full catalyst performance at commercial scale over 5000 hours at a demonstration plant in Oklahoma in 2017-2018 as well as in numerous pilot runs and in a very large number of hours of laboratory runs demonstrating long term resilience of the catalyst as well its ability to regenerate. Strategic ReportCorporate GovernanceFinancial Statementswww.velocys.com14 Risks and mitigation continued Risk description and impact Risk management strategy Risk of performance of and integration with other licensors’ technology Technology supplied by other licensors may not function as expected or may not integrate as envisaged with Velocys technology, which could cause plants to operate sub-optimally. Commercial experience on representative feedstock is a key selection criteria for Velocys’ consortium of process licensors. Thermochem Recovery International (“TRI”) and Velocys operated an integrated gasification-Fischer Tropsch demonstration at TRI’s Advanced Development Center in Durham, North Carolina in 2018 where over 900 hours of qualifying operation was logged and from where some FT liquids were upgraded to on-specification FT diesel and naphtha. Subsequently, Synthetic Paraffinic Kerosene (“SPK”) and naphtha was upgraded in 2019. The Company’s providers of technology are world leading in their fields, deploying well tested technologies with multiple commercial scale references worldwide. This significantly reduces the technology integration risks associated with operating a Velocys FT based biorefinery. Risk Rating Medium Reference projects execution risk High There are no guarantees that the any project will proceed through all successive development phases. Existing project partners may not be willing to fund the project to Financial Close. Capex, opex and revenue estimates derived during engineering studies, combined with views on risk, lack of sufficient policy support or otherwise may make the project unattractive to capital providers. The Velocys project engineering team in collaboration with our global engineering partner, Worley, is managing the projects in a way to maximise risk reduction per unit cost, reducing the most significant uncertainties earlier and only later deploying more resources required for the finer detailed engineering when the major cost and schedule risks are significantly reduced. Procurement and Construction contracting risk Failure to contract a comprehensive procurement and construction partner at a competitive price for each project could lead to delays in reaching Financial Close. Velocys has designed a competitive bidding process for the Procurement and Construction phase to be executed later in the FEED phase of each reference project. Separation of the Engineering activity from Procurement and Construction is a strong risk mitigation strategy. Supply Chain Risks and Other operational risks Supply chain delays Unplanned complications, whether operational or financial, with equipment suppliers in our manufacturing supply chain could lead to delays in our deliveries of reactors and catalyst to our clients potentially triggering Liquidated Damages on our supply contracts. Working with proven experts in the field of manufacturing for our type of equipment is the main way to mitigate against the potential for problems leading to delays in our supply chain. Maintaining inventory equipment helps mitigate against delays in manufacture. A robust Quality Assurance Program is followed for the supply of commercial catalyst and reactors. Medium Medium Velocys plc Annual Report and Accounts 201915 Risk Rating Medium Low Medium Risk description and impact Risk management strategy Loss of intellectual property (“IP”) protection or key staff capability Unauthorised third parties may receive or obtain confidential information about our core technology, thereby exposing the Company to competitors obtaining this information and gaining a competitive advantage. Key staff and their expertise may leave the Company. Health, safety and environmental risks HS&E risks occur in all businesses such that incidents may take place resulting in injury or exposure to hazardous conditions for an employee, contractor or customer. Competing technologies There are other technologies either already in existence or in development that could take market share from Velocys. Loss of IP is mitigated by having the core technology protected by Patents and laws supporting protection of Intellectual Property rights. Velocys has invested significantly in patents and IP protection for our designs and inventions and vigorously defends all our entrenched rights. We also aggressively protect and defend a large body of trade secrets, often in the form of specific knowhow relating to test or analysis methods, which is also part of our overall portfolio of IP. This type of Intellectual Property has been protected by securing non-disclosure agreements with parties requiring knowledge of such IP to fulfil transactions of benefit to Velocys. To retain staff expertise and protect Company IP Velocys provides competitive compensation to attract and retain staff. The Company has an excellent in-house safety record. All employees are trained according to OSHA requirements in a range of practices related to safe operations and for handling hazardous substances and the Company’s HSE procedures and practices are outlined on page 10. Velocys will provide operational management services, incorporating rigorous HSSE advice to support future biorefineries that either the Company, or third parties develop. Velocys and its partners have invested significant resources in plant integration optimisation and modularisation, achieving reductions in capex and opex intensity on a per gallon basis. Such advances take a long time to develop and provide Velocys with a competitive advantage beyond its core Fischer- Tropsch technology capability. In addition, the Company believes that the market is large enough to support multiple suppliers. However, due to the complexity of the processes to convert solid bio feedstocks to drop-in fuels at commercial scale, the barriers to entry are significant. Strategic ReportCorporate GovernanceFinancial Statementswww.velocys.com16 Risks and mitigation continued Risk description and impact Risk management strategy Brexit risk There is uncertainty surrounding the outcome of the Brexit trade negotiations with the EU. This could cause a significant medium term economic downturn in the UK. Any reduction in the competitiveness of the UK economy due to its departure from the EU can impact Velocys via weakness in its funding currency and the UK capital markets along with a reduction of economic activity in its home market. Velocys is funded primarily in GBP but has significant USD based business protecting itself from being entirely UK centric. This Brexit risk is also mitigated via the long term Treasury policy of foreign exchange risk management. It is also mitigated by the international geographical spread of our customers and the fact that much of our operations and business is based in the USA. Pandemic risk As has been seen recently the risk of the spread of an infectious disease can lead to Governments’ declarations of a disease being a Pandemic. This can cause significant business interruption and a downturn in economic activity. As a direct result there is a heightened risk of bankruptcy of suppliers and customers, with consequential risk for the financial position of Velocys. There is risk to the health and wellbeing of employees and others related to the business of the Company as well as a threat to the ongoing financial capability of the Company to continue as a going concern. Fraud risk Fraud can be perpetrated from both within the Company as well as from outside. The primary responsibility for the prevention and detection of fraud rests with those charged with governance of the Company and its management. The Company has a Pandemic risk policy and the technology and training in place for all employees to work from home for an extended period of time. Velocys has therefore, a high capacity of operating in a fully distributed mode for a long period of time collaborating over video links, while protecting each other from any potential contamination. This enables the Company to protect the health of its employees whilst maintaining a high level of economic activity and financial welfare. At the time of reporting, due to the COVID-19 pandemic, the Company is not operating any demonstration plants or significant labour intensive operations, and all employees are engaged in high-value engineering and commercial optimisation work for clients and reference projects which are not yet in construction. The company reviews the credit worthiness of suppliers and customers, and makes every effort to ensure they are able to fulfil contracts. The Board manages risk of fraud by the controls set in place to manage the transactions within the Company along with the policies and procedures commensurate with these transactions. These are reviewed on a regular basis and the Executive Management are held to account by the Board of Directors and the Governance structure of the Company. Also and importantly the appointment of experienced Executives to manage and control the business supported by qualified staff, all with vested interests in the success of the business, ensure that fraud is avoided or otherwise detected early and controlled. In addition, the duties of key staff and Directors are segregated sufficiently to secure good oversight of transactions and ensure irregularities are avoided or detected early. Risk Rating Medium Medium Medium Velocys plc Annual Report and Accounts 201917 Risk description and impact Risk management strategy Impairment risk The Group holds intangible assets and property, plant and equipment, of which the valuation may change. When considering the value in use, given its early stage, there remains a significant amount of uncertainty in any commercial roll-out of the Group’s technology, and thus in management’s forecasts. Approved by the Board and signed on its behalf by: Group assets are valued and reviewed on a continuous basis by management, supported by an annual impairment review. Management are required to review for impairment indicators, in accordance with IAS 36. Risk Rating Medium Henrik Wareborn Chief Executive Officer 5 August 2020 Strategic ReportCorporate GovernanceFinancial Statementswww.velocys.comCorporate Governance 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 20 20 Corporate governance report Introduction Companies whose securities are traded on the Alternative Investment Market (“AIM”) market of the London Stock Exchange are not required to comply with the principles and provisions of the UK Corporate Governance Code 2018 (“Code”). For example, the Company does not comply with:  FCA Listing Rule 9.8.6R (which includes the ‘comply or explain’ requirement);  FCA Disclosure Guidance and Transparency Rules (“DTR”) Section 7.2 (which set out certain mandatory disclosures);  Competition and Markets Authority’s Final Order 1 (for UK incorporated FTSE 350 companies only). The Directors recognise the value and importance of good corporate governance and are committed to drawing upon best practice and maintaining high standards. Further to the amendment to AIM Rule 26 with effect 28 September 2018, the Board has determined to follow the QCA Code, published by the Quoted Companies Alliance (“QCA”), which sets out a minimum best practice standard for small and mid-size quoted companies, particularly AIM companies. The following information is provided to describe how the Company applies the principles of the QCA Code and explain any departures from the specific provisions of that code. The QCA’s Ten Principles of Corporate Governance The ten principles of corporate governance set out under three headings in the QCA Code – Deliver Growth, Maintain a Dynamic Management Framework, and Build Trust – are applied by the Company are as follows: Deliver Growth 1. Establish a strategy and business model which promote long-term value for shareholders. The Board is responsible to shareholders for setting the Company’s strategy and overseeing its execution, and for the overall management, control and performance of Velocys’ business. Velocys’ strategy and business model can be found in the Chairman’s and CEO’s reports on pages 4 and 6, respectively. 2. Seek to understand and meet shareholder needs and expectations. The Board considers effective communication with shareholders to be very important and encourages regular dialogue with investors. At the Company’s Annual Meeting, the Chairman and Chief Executive Officer are available before and after the meeting for further discussions with shareholders. The Chief Executive Officer and the Chief Financial Officer attend meetings with shareholders and analysts on various occasions during the year, primarily following the Company’s Annual Results and Interim Results announcements. Relevant feedback from shareholder discussions is advised to the Board. Other members of the Board including the Chairman and the Head of the Remuneration Committee have also either met or consulted with Shareholders from time to time. The Board considers that their policy on shareholder engagement has resulted in the considerable support demonstrated by major shareholders since the Company was originally admitted to AIM in 2006. The Board responds promptly to questions received, which may be sent to investors@velocys.com. 3. Take into account wider stakeholder and social responsibilities and their implications for long-term success. Velocys is committed to being a good employer and endeavours to train staff well, to pay them fair market value and to maintain a safe environment in which they can work. We are also committed to equal opportunities for all our employees. In addition, as an advanced biofuels company, we have a duty to limit the environmental impact of our own operations and are careful to monitor and improve their environmental impact. Further information on our corporate social responsibility and KPI’s can be found on page 10. There is an ongoing dialogue with our technology partners, customers, suppliers and other stakeholders which is continuously fed back into our knowledge base in relation to projects under development and, where relevant, integrated into the Company’s strategy and business model. 4. Embed effective risk management, considering both opportunities and threats, throughout the organisation. The Company employs directors and senior personnel with the appropriate knowledge and experience for a business active in its field of operations and undertakes regular risk assessments and reviews of its activities. The Audit & Risk Committee reviews all of the Company’s principal risk management policies and the ongoing development of a Company risk register. Further information on Risk Management can be found page 12. This is discussed with, amended if required and adopted by the Board at least annually. The principal risks and uncertainties that are considered to have a potentially material impact on the Company’s long-term performance and delivery of its strategy are set out pages 12 to 17. Maintain a Dynamic Management Framework 5. Maintain the board as a well-functioning, balanced team led by the chair. The Board comprises a Chairman and two part-time Non-Executive Directors with relevant experience to complement the two full- time Executive Directors and to provide an independent view to the Executive Directors. Details of the Board can be found in the Corporate Governance Report on page 22. A time commitment of up to 4 days a month is expected of the Non-Executive Directors. Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 21 21 Attendance at Board and committee meetings Number of meetings held in 2019 Attendance* by: Pierre Jungels Philip Holland Darran Messem Sandy Shaw Andrew Morris Henrik Wareborn Scheduled Board meetings Special Board meetings Audit & Risk Committee Remuneration Committee Nominations Committee 6 100% 100% 100% 100% 100% 100% 6 100% 100% 100% 100% 100% 100% 4 – 100% 100% 100% – – 5 – 100% 100% 100% – – 1 100% 100% 100% 100% – – S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e * The attendance percentage relates only to applicable meetings (for example, percentages do not include meetings held prior to appointment or following the resignation of particular directors). Philip Holland and Darran Messem were appointed to the Board as non-executive directors on 1 January 2019. i F n a n c i a l Pierre Jungels retired from the Board as Chairman and as a non-executive director on 10 December 2019 having served more than four consecutive three-year terms of office, and Philip Holland was appointed as the Company’s new Chairman. At the time of Philip Holland’s appointment as Chairman, he met the independence criteria set out in the UK Corporate Governance Code. Thereafter the test of independence is not appropriate in relation to the Chairman. The Board regards each of the other Non-Executive Directors as being fully independent. S t a t e m e n t s Philip Holland was appointed as Senior Independent Director on 1 January 2019 and stepped down from this position following his appointment as Chairman on 10 December 2019, on which date Sandy Shaw was appointed Senior Independent Director in his place. Philip Holland and Darran Messem were appointed as members of the Company’s Audit and Risk, Remuneration and Nominations Committees on 1 January 2019. Philip Holland stepped down as a member of the Audit and Risk, and Remuneration Committees, following his appointment as Chairman on 10 December 2019. Other committee changes during the year are shown in section 9 below. The roles of the Chairman and the Chief Executive Officer are separated, with clear written guidance to support the division of responsibilities. The role of the Senior Independent Director is also clearly set out. The Chairman is principally responsible for leadership and effectiveness of the Board, for corporate governance matters, setting the Board agenda, ensuring adequacy of information flow to the Board, that due consideration is given to strategic issues, and promoting a culture of openness of debate at Board level, and between directors and the Executive Committee. The Chief Executive Officer is primarily responsible for the management of the business and implementation of the Company’s strategy and policies, maintaining a close working relationship with the Chairman, and leading the Executive Committee. 6. Ensure that between them the directors have the necessary up-to-date experience, skills and capabilities. The Board includes individuals with a deep knowledge of markets worldwide and relationships at the highest level of industry. The Board believes that, as a whole, it contains the necessary mix of experience, skills, personal qualities (including gender balance) and capabilities to deliver the strategy of the Company for the benefit of the shareholders over the medium to long term. This is an area which is maintained under constant review. www.velocys.com 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 22 22 Corporate governance report (continued) Name Philip Holland Role Chairman Skills and experience Philip was appointed as Senior Independent Director of Velocys in January 2019, and as Chairman on 10 December 2019. Philip holds a BSc in Civil Engineering from Leeds University and a MSc in Engineering and Construction Project Management from Cranfield School of Management. He has extensive experience in managing large scale oil and gas projects around the globe. In 1980, he joined Bechtel Corporation and managed major oil and gas projects in a wide range of international locations. In 2004, he joined Shell as vice president of projects, Shell Global Solutions International. In 2009, Philip became Executive Vice President Downstream Projects in Shell’s newly formed projects and technology business and in 2010 he was appointed as Project Director for Shell’s Kashagan phase 2 project in Kazakhstan, and subsequently the Shell/QP Al Karaana petrochemicals project. Since 2013, he has operated as an independent project management consultant. Philip joined the Board of Enquest plc in August 2015, where he chairs its Risk Committee and is a member of its Remuneration Committee. Name Henrik Wareborn Role Chief Executive Officer Skills and experience Henrik was appointed Chief Executive Officer and Executive Director in November 2018, having acted as a consulting adviser to the Company and provided services equivalent to those of a Chief Commercial Officer since March 2017. Henrik was formerly a Managing Director with Natixis S.A. (both in the UK and North America), and previously Global Head of Crude Oil Sales and Trading at BP PLC. His experience prior to this included roles as Executive Director at Hess Energy Trading Ltd, and Executive Director at Goldman Sachs International, London. His expertise includes investment banking, commodities trading, fund raising, and commodity finance. Henrik has an MBA from INSEAD and graduated from the Stockholm School of Economics with a BA in finance and economics. Name Andrew Morris Role Chief Financial Officer Skills and experience Andrew was appointed Chief Financial Officer and Executive Director in November 2018. He was formerly a Non- executive Director of the Company and Chair of Velocys’ Audit Committee and has been on the Board since June 2017. Andrew has extensive experience as Chairman, CEO, CFO and Group Finance Director with significant involvement in financing and business development for AIM companies, SMEs and private equity backed organisations. He has considerable experience in the power and renewable energy, energy from waste and biofuels sectors. Until November 2018, he acted as CEO of Envirofusion, a company with nascent technology in the waste-to-energy and biomass-to- power sector. For six years he acted as Commercial & Finance Director for Advanced Plasma Power Limited, a private equity funded company that owns gasification and plasma waste treatment technology. He began his career at Price Waterhouse in London, is a qualified accountant and graduated from the University of Newcastle with a BSc in agricultural economics. Name Sandy Shaw Role Senior Independent Director Skills and experience Sandy was appointed to the Board of Velocys in October 2012 and chairs the Remuneration Committee. Sandy has nearly 40 years of experience in the oil and gas industry. From 2008 until its take-over in 2013 Sandy was an Executive Director Corporate & Commercial, and Company Secretary of Valiant Petroleum PLC, a company of which she was a founder and initially a Non-Executive Director. She has held senior executive positions as group legal counsel and/or commercial director for numerous companies including Consort Resources, LASMO PLC (where she was also inter alia President of LASMO USA), Esso Petroleum, Marathon Oil and Mobil. Sandy has extensive oil and gas M&A experience, has overseen numerous material private equity subscriptions and led a £200m trade sale through to final negotiations. She has worked as a consultant to several oil and gas companies, as well as two UK law firms. In January 2019 Sandy joined the Board of Hurricane Energy plc as a Non Executive Director and Chair of the Remuneration Committee. Name Darran Messem Role Non-Executive Director Skills and experience Darran was appointed to the Board of Velocys in January 2019 and chairs the Audit & Risk Committee. Darran has 30 years of commercial experience in energy, transport and sustainable development, with particular focus on renewable energy and low-emission transport. He has served as Managing Director Certification and International Director at the Carbon Trust, Vice President Fuel Development at Shell, and General Manager Market Development at British Airways. At Shell he worked on the removal of lead and sulphur from fuel in the UK, and the development of Shell’s global biofuel business, where he worked on a number of biofuel technologies including gasification and Fischer-Tropsch synthesis. He was Shell’s nominated Director, and subsequently elected Chair, of Iogen Energy. From 2014 to 2020 he served as Chair of the Low Carbon Vehicle Partnership, where he remains Director, a UK public- private partnership that works to accelerate the deployment of low carbon vehicles and fuels. In July 2019 Darran was appointed to the Board of BRE (formerly the Building Research Establishment) and chair of the Remuneration and Nominations Committee, and in November 2019 he was appointed as an advisor to the Roads Advisory Panel of the UK Office for Rail and Road. Velocys plc Annual Report and Accounts 2019 23 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 23 Internal Advisory Responsibilities The Company Secretary, through the Chairman, is responsible for advising the Board on governance matters, and for ensuring that Board procedures are followed and that the Company complies with applicable rules and regulations. All directors have access to the advice and services of the Company Secretary. An agreed procedure exists for directors in the furtherance of their duties to take independent professional advice. During 2019, no director sought independent legal advice pursuant to the policy. The Company regularly reviews the ongoing training requirements of directors as part of the annual board evaluation process. Directors keep their personal skillsets up to date through a combination of industry contact, reading of relevant material and, where appropriate, training courses. There is a process for ensuring that any new director receives advice, including from the Company’s nominated adviser and external lawyers where appropriate, on his/her responsibilities as a director of an AIM company. The Board ensures that any new appointee benefits from an induction programme. 7. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement. An annual evaluation of the Board and its committees is carried out by the Company Secretary, taking the form of comprehensive questionnaires which provide all directors with an opportunity to score (1=Dissatisfied; 5= Satisfied) their opinion on a series of questions in relation to inter alia the constitution, execution and performance of the Board and the three committees, and to comment on procedures or any relevant matters. Average scores for each question are measured against the relevant score in the previous two years to help identify trends and are also assessed in absolute terms. Written comments, on an unattributed basis, are assimilated into a written report. A performance evaluation of the Chairman is carried out, led by the Company Secretary, and takes into account the views of all directors. As in previous years, the results of the evaluation are considered on an unattributable basis by the Board and each committee in open session and, where appropriate, actions arising from such reviews are implemented. Actions have resulted in continued improvements to timing and quality of management information; the provision to the Board of more detailed information on individual projects, including the visit by the Board to Plain City, Ohio to meet the technical team there and receive presentations from senior management; and improvements to the structure and workings of committees. Succession planning at Board and Committee level is formally reviewed on an annual basis. During 2019, the Board reviewed its succession plan for all Board members and senior management. In accordance with best practice, all directors are proposed for re-appointment at the Annual General Meeting, and due consideration is given by the Nomination Committee as to whether individual directors are recommended for re-election. 8. Promote a corporate culture that is based on ethical values and behaviours. The Board believes that the business culture is consistent with the Company’s objectives, strategy and business model as set out in the strategic report and the description of principal risks and uncertainties. The Board ensures that the Company has the means to determine that ethical values and behaviours are recognised and respected through the adoption of appropriate policies, including an Anti-Bribery and Corruption and Anti-Modern Slavery Policy; a Whistleblowing Policy; and a Policy on Equal Employment Opportunity and Diversity.  In addition, in response to the Market Abuse Regulations (“MAR”) which came into force on 3 July 2016, and which apply to AIM companies, the Company has adopted a Share Dealing Policy and Dealing Code which apply to all directors and employees of the Company. 9. Maintain governance structures and processes that are fit for purpose and support good decision-making by the board. The Board meets at least six times a year with a formal schedule of matters reserved for its decision. The Board has also established a schedule of delegated authorities, which are reviewed to ensure they are commensurate with the level of the Company’s development. The governance structure in place is considered to be appropriate for the foreseeable future but will be evolved in line with the Company’s plans for growth. Board Committees The minutes of the Audit & Risk, Remuneration and Nomination & Governance Committees are circulated to the Board. The Committee chairs also report to the Board on the outcome of committee meetings at the subsequent Board meeting. All of the committees annually review and re-adopt their terms of reference. The Committees have the following roles: Audit & Risk Committee The members of the Audit & Risk Committee are currently Darran Messem (Chair) and Sandy Shaw. Sandy Shaw was Chair during the period 1 January 2019 to 17 September 2019, and Philip Holland was a member during the period 1 January 2019 to 10 December 2019 when he stepped down on his appointment as Chairman. Meetings are held not less than four times a year and are based on the work programme set out in the Audit Committee Guide published by the QCA. Under its Terms of Reference, which can be found on the Company’s website, the Audit & Risk Committee reviews inter alia the Company’s audit planning, risk management systems and processes and effectiveness of internal controls, accounting policies and www.velocys.com 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 24 24 Corporate governance report (continued) financial reporting, provides a forum through which the external auditors report, and reviews and monitors their independence and the provision of additional services. At least once a year it meets with the external auditors without executive directors present. Financial information The Company prepares detailed budget and working capital projections, which are approved annually by the Board and are maintained and updated regularly throughout the year. Detailed management accounts and working capital cash flows are prepared on a monthly basis and compared to budgets and projections to identify any significant variances. The Audit & Risk Committee has considered the integrity of the Company’s 2019 financial statements and reviewed the appropriateness of its critical accounting policies and the judgements made in applying them. The year-end financial statements were reviewed and discussed with PricewaterhouseCoopers LLP. In addition, the interim financial statements were reviewed by the committee. The committee considered, among others, the following specific matters:  Going concern – see page 9, for consideration from the board regarding going concern.  Valuation of assets (consolidated company) and investment in subsidiaries (Velocys plc).  COVID-19. Audit review The Audit & Risk Committee has discussed PricewaterhouseCoopers LLP’s audit process and has reviewed the findings from the audit of the 2019 financial year as well as the effectiveness of the external audit process. The committee reviewed the quality and cost effectiveness of the external audit, and the independence and objectivity of the auditors. It obtained confirmation from PricewaterhouseCoopers LLP that their independence and ethics policies complied with FRC requirements, and that they remain independent and maintain internal safeguards to ensure their objectivity. No contractual obligations exist that restrict the Company’s choice of external auditor and the committee is satisfied that the external auditor remains independent. The committee has established policies determining the non-audit services that the external auditors can provide and the procedures required for approval of any such engagement. Further details of fees paid to PricewaterhouseCoopers LLP for both audit and non- audit work can be found in note 11 to the financial statements. Remuneration Committee The members of the Remuneration Committee are currently Sandy Shaw (Chair) and Darran Messem. Darran Messem was Chairman during the period 1 January 2019 to 17 September 2019, and Philip Holland was a member during the period 1 January 2019 to 10 December 2019 when he stepped down on his appointment as Chairman. Meetings of the Committee take place not less than three times a year. Due regard is paid to the Investment Association Principles of Remuneration. The committee reviews, inter-alia, the performance of executive directors and senior managers setting the scale and structure of their remuneration and the basis of their service agreements, having due regard to the interests of shareholders. The committee also determines the allocation of share options to executive directors and senior managers. No executive director has a service agreement exceeding one year. The remuneration of the Non-Executive Directors is a matter for the Chairman and the Company’s executive directors. Under its Terms of Reference, which can be found on the Company’s website, no director is permitted to participate in decisions concerning his or her own remuneration. Nomination & Governance Committee The members of the Nomination & Governance Committee are Philip Holland (Chair), Sandy Shaw and Darran Messem. Pierre Jungels was Chair during the period 1 January 2019 to 10 December 2019 when he stepped down as Chairman. The committee met once during 2019. Among its duties it reviews the composition of the Board and its succession planning, the Board evaluation process and the findings from recent evaluations, director performance and recommendations for re-elections at the AGM, and considerations of director independence under the corporate governance code. The Terms of Reference can be found on the Company’s website. Build Trust 10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders. The Board considers effective communication with shareholders to be very important and encourages regular dialogue with investors. Directors regularly attend meetings with shareholders and analysts throughout the year, and the Board responds promptly to questions received. Shareholders will be given at least 21 days’ notice of the Annual General Meeting, at which they have the opportunity to raise questions of the Board on the Company’s developments and performance, although special arrangements will be made in respect of the 2020 Annual General Meeting in light of the COVID-19 emergency. Details of arrangements for the 2020 Annual General Meeting are set out in the Company’s notice of 2020 AGM which is being published at the same time as this Annual Report and are available on the Company’s website. Further information is shown under QCA Principle 2 above. Copies of the Annual Report and Financial Statements are issued to all shareholders and copies are available on the Company’s website www.velocys.com, which provides information to shareholders and other interested parties. The website contains full details of the Company’s business activities, press releases and links to the London Stock Exchange website for share price information, share trading activities and graphs, as well as Regulatory News Service (“RNS”) announcements. The Company Secretary also deals with shareholder correspondence and may be contacted at investors@velocys.com. Velocys plc Annual Report and Accounts 2019 25 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 25 Directors’ report The directors present their report and the audited consolidated financial statements for the year ended 31 December 2019 Company Velocys plc is the parent of the Company. It is a public limited company listed on AIM and incorporated and registered in the United Kingdom. The registered office address is given on the information page inside the back cover of this document. Future developments The Board aims to pursue its corporate strategies as detailed in the Strategic Report on pages 4 to 17. Dividends The Directors do not recommend any dividend for the year ended 31 December 2019 (2018: nil). Research and development The Company’s R&D activity now relates primarily to the development of first-of-a kind sustainable fuel projects in the UK and the USA. However, some limited research is being undertaken to establish lessons learned from use of Velocys technology at the Oklahoma plant, both from an operational point of view and from a technical assessment of the results from the plant operations. Details of R&D expense are in note 10. Donations The Company made no political donations during 2019 (2018: nil). Post financial position events Fundraise of £21 million completed in July 2020 On 14th July 2020, the Company announced that it had completed the fund raising of £21 million (before expenses) through a Placing, Retail Offer and Open Offer. This was confirmed through a General Meeting held on 14th July 2020 and has been announced to the market. Net of expenses the Company has received £19.65m, which will ensure that it has sufficient funding to continue as a going concern for at least 12 months. The Company expects that it will receive income from other sources including customers through licensing and sales of engineering services which will extend this timeline. COVID-19 coronavirus pandemic During March 2020 both the UK and the US Governments implemented a social distancing policy, which meant that we had to close down operations at our offices and sites in Oxford, Houston and Plain City and put in place a work from home policy. This has meant that it is difficult to have as many productive face to face meetings as we might have had otherwise but nonetheless progress has been made on all aspects of the business. Our manufacturing of the reactors for Red Rock Biofuels has been completed with the delivery of all four reactors by 30 June 2020. The ongoing engineering work on the Altalto Biorefinery Project in Immingham, UK is continuing and to that end in February 2020 we announced the appointment of Worley as engineering partner for the development of all projects in the Velocys portfolio, including the Altalto Immingham plant. US SBA loan received In April 2020, the Company announced the approval of a $709,000 (£567,200) loan from the Pay-check Protection Program awarded by the Small Business Administration (“SBA”), a US Federal Agency. The SBA program is part of the Federal stimulus package known as the CARES (Coronavirus Aid, Relief and Economic Security) Act to offer help to small businesses in the USA during the COVID-19 crisis. This unsecured loan has been awarded to support Velocys’ US payroll costs in the short-term. It is an unsecured loan with a 2-year maturity and 0.98% interest. No interest or principal payments are due in the first six months. The loan is however eligible for “forgiveness”, becoming non-repayable upon application by Velocys after 60 days from receipt if used for retaining US employees and maintaining US payroll costs of at least this amount in the period until the end of June 2020. Velocys is confident that it will meet the criteria for this “forgiveness”. Altalto Immingham Joint Development Agreement extension In May 2020, the Company has secured a further £1m funding for the Altalto waste-to-fuels project from British Airways PLC and Shell International Petroleum Company Limited (“Shell”), payable before the end of June 2020. The proposed Altalto Immingham plant is being executed under a Joint Development Agreement (“JDA”) between British Airways, Shell, and Velocys. This JDA has now been extended as planned in order to support the continued technical and commercial development of the project. British Airways and Shell have each now been granted an option to take a one-third share in the equity capital of Altalto Limited (a subsidiary of the Company) at a strike price of £1, as a pre-cursor to a full Shareholders’ Agreement for Altalto Limited in due course. Further F4C grant from the Department of Transport In June 2020, the Company announced that it has secured a further £0.5 million of grant funding for the Altalto waste-to-fuels project from the Department for Transport (DfT), under the Future Fuels for Flight and Freight Competition (F4C). Velocys was awarded a grant of £0.4m in Stage One of the F4C in 2018, and was shortlisted to receive an award in Stage Two. The DfT has now made £0.5m of the Stage Two grant available to Velocys. Velocys is one of the two remaining companies expected to receive the balance of funding in Stage Two, subject to completion of future project milestones. www.velocys.com 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 26 26 Directors’ report (continued) Delivery of Reactors and Catalyst to Red Rock Biofuels In June 2020 the Company completed the manufacturing and supply of the four reactors and associated catalyst for its customer Red Rock Biofuels. The Company invoiced £0.9 million during 2019 which was all treated as deferred revenue in accordance with IFRS 15 until the performance test is completed during commissioning of the plant in 2021. Legal disputes The Company may from time to time be involved in disputes which may give rise to claims. The Directors have considered any current matters pending against the Company, including a claim made by the bankruptcy trustee of Ventech Engineers International LLC (a former commercial partner of the Company).  Based on the information available and the facts and circumstances of any claims, the Board considers that the outcome of these will be resolved with no material impact on the Company’s financial position or results. Directors The directors of Velocys plc who were in office during the year and up to the date of signing the financial statements, unless otherwise stated, were as follows.  Philip Holland (Non-Executive Chairman) – appointed as a director 1 January 2019 and as Chairman 10 December 2019  Pierre Jungels (Non-Executive Chairman) – resigned as director 10 December 2019  Henrik Wareborn (Chief Executive Officer)  Andrew Morris (Chief Financial Officer)  Sandy Shaw (Senior Independent Director)  Darran Messem (Non-Executive Director) – appointed as a director 1 January 2019 While the Company’s Articles of Association require that all directors are subject to election by shareholders at the first opportunity after their appointment, and to re-election thereafter at intervals of not more than three years, the directors have decided that, in line with best corporate governance practice, at the 2020 Annual General Meeting all of the directors will again retire and offer themselves for re-election, as they did in 2019. The S172(1) statement of Directors’ Duties The Directors of the Company must act within a general set of duties, which have been set out in section 172 of the UK Companies Act 2006. The new reporting requirements are effective for December 2019 year ends. They arise from the 2018 UK Corporate Governance Code and the Companies (Miscellaneous Reporting) Regulations 2018. Both the Code and the Regulations introduce new requirements for boards to explain how they have taken account of stakeholder views and met the requirements of s172 of the Companies Act. Specifically, the Code states that: “The board should understand the views of the company’s other key stakeholders and describe in the annual report how their interests and the matters set out in section 172 of the Companies Act 2006 have been considered in board discussions and decision- making.” The Regulations formalise this by requiring companies to include a s172(1) statement in their annual reports, which “describes how the directors have had regard to the matters set out in section 172(1) (a) to (f) when performing their duty under section 172.” The matters set out in section 172(1) (a) to (f) are: (a) the likely consequences of any decision in the long term; (b) the interests of the company’s employees; (c) the need to foster the company’s business relationships with suppliers, customers and others; (d) the impact of the company’s operations on the community and the environment; (e) the desirability of the company maintaining a reputation for high standards of business conduct; and (f) the need to act fairly between members of the company. Below we describe how the Directors fulfil their duties: Risk Management and Long-Term Consequences Decisions brought to the Board are considered in the wider context of their consequences for the business both in the short term but also in the long term. We are making decisions about reference projects; feasibility studies with potential partners and customers; manufacturing capacity for many years to come; research into the development of our reactors and catalyst; and health and safety of our employees and customers along with how to resource this work with finance and human resources. The consequences of these decisions and the risks taken have a direct impact on the activities of the Company and the relationships with all aspects of our stakeholders and the community. For details on how we manage risks in our business please see pages 12 to 17 for our Risk and mitigation section. Our Employees During the year a number of actions were taken by the Board to promote the interests of our most important resource, our employees, such that we increased the pension contributions made by the Company to the pensions of employees in the US as well as increasing Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 27 the amount of the healthcare benefit provided by the Company for all employees. This has ensured that we have kept our employment packages competitive in the local markets where we are operating both in the UK and the USA. In terms of talent retention, we have awarded a three-year Long-Term Incentive Plan, which includes all our staff. More information about this can be seen in the Directors’ remuneration report and in Note 15 Share-based incentives. We engage with our employees on a personal basis by completing a performance evaluation with them twice a year. This can influence decisions on promotion, career advancement, training, fixed and variable compensation. It also ensures that there is an opportunity for us to hear back from our employees as to how we are doing for them as a Company, helping us to improve our employment practices and so the well-being and performance of our team. Business Relationships The Company recognises the importance of mutually beneficial, long-term business relationships to our business. Each major relationship with a customer, supplier, trade body, government department or other organisation is assigned a senior manager who is responsible for ensuring overall success and co-ordinating the interactions with other team members. Our business development resources have led, for example, to the current relationship that we have with Toyo Engineering in Japan, whilst also continuing to create new relationships with customers in the USA, Europe and the Middle East. The aim is to develop a pipeline of opportunities throughout the world that will benefit from the use of our FT technology and the integrated engineering package that we have developed in the last few years surrounding a complete waste biomass to fuels plant. This pipeline then develops into a small number of actual projects from which we then earn sales and technical support revenues. For details on our reference projects please see the Chief Executive’s Report on page 7. 27 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l Community and the Environment Our “raison d’être” is to provide a solution to parts of the transport sector that are hard to decarbonise, especially the airlines. As a company we have developed a technology and now an engineered, integrated technology package, which will allow plants to be built with a significant beneficial impact on the carbon emissions of this sector. Indeed in 2019 we announced that we had achieved negative 125gCO2e/MJ equivalent for our planned Natchez Mississippi Project thanks to the carbon capture and storage agreement with Oxy Low Carbon Ventures, demonstrating our commitment towards achieving carbon negative fuels. During the design of the Altalto Immingham plant we have agreed to undertake measures to protect the environment during both construction and operation, and have consulted on our plans with members of the local community. As well as delivering a positive impact from our products, we also aim for continuous improvement of the sustainability of our own operations; this will be part of the focus of the new Head of Communications and Sustainability (see below). S t a t e m e n t s For more details please see our Corporate social responsibility section on Page 10. Standards of Business Conduct The Company complies with the QCA code on Corporate Governance, which in part regulates how we conduct our business with all stakeholders. We also have a policy on anti-corruption and bribery and an anti-modern slavery policy, which sets out the rules by which the officers of the Company have to act in relationships with other organisations and the personnel employed by the Company. For details on our Corporate Governance please see our Corporate Governance report on pages 20 to 24. Our Members We treat all shareholders in the Company with equal respect and are grateful to them for supporting the Board throughout this change of strategy from R&D and gas-to-liquids (“GTL”) to developing a renewable fuels technology and working in this developing market. Given that we raise funds from the public market on a regular basis the Executives on the Board regularly meet with the larger shareholders of the Company but also have group meetings arranged by our brokers of smaller shareholders to keep all of them up to date with the activities of the Company. Furthermore, recent fundraises included open offers to the wider public and the smaller shareholder community to ensure the Board has acted fairly between our members. In addition, in 2019 we established a new position within the Company of Head of Communications and Sustainability. We have developed regular communications to shareholders through the media including the website, Twitter and LinkedIn. www.velocys.com 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 28 28 Directors’ report (continued) Directors’ interests The directors who held office at 31 December 2019 had the following interests in the shares of parent company undertakings (as recorded in the Register of Directors’ Interests and including those of the spouse or civil partner and children under 18). Sandy Shaw Philip Holland Darran Messem Andrew Morris Henrik Wareborn Velocys plc ordinary shares 31 December 2019 31 December 2018 451,091 972,894 333,333 433,333 1,666,666 117,758 – – 100,000 1,000,000 The following Board members purchased shares as part of the July 2019 fundraise during the year (as recorded in the Register of Directors’ Interests and including those of the spouse or civil partner and children under 18): Sandy Shaw (333,333), Philip Holland (333,333), Darran Messem (333,333), Andrew Morris (333,333), and Henrik Wareborn (666,666). Philip Holland purchased an additional 639,561 shares in December 2019. The following Board members purchased shares as part of the July 2020 fundraise (as recorded in the Register of Directors’ Interests and including those of the spouse or civil partner and children under 18): Sandy Shaw (100,000), Philip Holland (230,224), Darran Messem (100,000), Andrew Morris (414,484), and Henrik Wareborn (451,779). Directors’ share options and service contracts are detailed in the Directors’ remuneration report. Directors’ qualifying third-party indemnity provision The Company maintains directors’ qualifying third-party indemnity insurance to provide cover for legal action against its directors. This has been in place throughout the year and remains in place at the date of this report. Financial instruments The Company’s financial instruments are detailed in note 26. Financial risk management Financial risks, and exposure and risk management policies and objectives are detailed in the Strategic Report on page 12, and in note 26. Substantial shareholdings The Company has been notified of the following holdings of 3% or more of the issued share capital of Velocys plc as at 30 June 2020. Ervington Investments Limited Lansdowne Partners Amati Global Investment Hargreaves Lansdown Asset Management Janus Henderson Investors Interactive Investor Trading Number of shares held 137,855,776 136,220,153 66,666,666 65,592,720 28,294,316 25,500,537 Percentage of issued share capital 21.41% 21.16% 10.36% 10.19% 4.40% 3.96% Post the July 2020 fundraise notifications have been received from the following shareholders notifying changes in ownership of shares in Velocys plc: Lansdowne Partners Ervington Investments Limited Ruffer LLP Amati AIM VCT plc Number of shares held 196,220,153 137,855,776 88,604,000 63,313,316 Percentage of issued share capital 18.45% 12.96% 8.33% 5.95% Going concern The financial statements have been prepared on the going concern basis, which assumes that the Company and Velocys plc will have sufficient funds available to enable them to continue to trade for the foreseeable future. Velocys plc Annual Report and Accounts 2019 29 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 29 The Company expects to develop its reference projects, in particular, the Mississippi Biorefinery Project and Altalto Immingham Project, which will require significant development and capital expenditure. The Company will also complete the supply of its Fischer- Tropsch reactors to its customer Red Rock Biofuels with its project in Oregon, USA. The nature of the Company’s strategy means that the timing of milestones and funds generated from developments are difficult to predict at this stage. The directors have prepared financial forecasts to estimate the likely cash requirements of the Company and Velocys plc over the next twelve months from the date of approval of the financial statements. During July 2020 the Company raised £21 million (before expenses) by way of a Placing, Retail Offer and Open Offer. The directors consider that this is sufficient funding for the Company to continue as a going concern beyond the twelve months of the date of this report. The directors do not anticipate that any further funding to the Company will come from further placing of the parent company shares during this period. However additional income may come from one, or a combination of, the following sources, with agreements being actively sought from third parties:  Additional third-party license sales, similar to the Red Rock Biofuels project.  The realisation of certain assets and the selling of non-core intellectual property.  Additional strategic investment of development capital into either or both of Altalto Immingham Project and the Mississippi Biorefinery Project, which are expected during 2020 and the first half of 2021.  UK or USA Government loans or grants. The directors are confident that the funding received by the Company in July 2020 will ensure that it will continue as a going concern and that there will be sufficient funding in the Company to continue to support its activities for the foreseeable future being not less than twelve months from the date of approval of these financial statements. The directors have therefore prepared the financial statements on a going concern basis. In addition to the July 2020 Placing, Retail Offer and Open Offer, the Company executed an extension of the Altalto Joint Development Agreement providing £1m non-dilutive investment into the Altalto Immingham Project; was awarded a forgivable loan as part of the Pay-check Protection Program awarded by the SBA, a US Federal Agency in the amount of £572,000; and has been awarded a further £0.5m F4C grant from the Department of Transport in the UK (see the Director’s Report on page 25 for more information). The financial statements do not include any adjustments that would arise if the Company and Velocys plc were unable to continue as a going concern. Annual General Meeting Special arrangements will be made in respect of the 2020 Annual General Meeting in light of the COVID-19 emergency. Details of arrangements for the 2020 Annual General Meeting are set out in the Company’s notice of 2020 AGM which is being published at the same time as this Annual Report and are available on the Company’s website. Auditors and disclosure of information to auditors Each of the persons who is a director at the date of approval of this report confirms that:  So far as the director is aware, there is no relevant audit information of which the Company’s auditors are unaware.  The director has taken all the steps that he / she ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006. Corporate governance The Company’s statement on corporate governance is available on pages 20 to 24. Approved by the Board and signed on its behalf by: Henrik Wareborn Chief Executive Officer 5 August 2020 www.velocys.com 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 30 30 Directors’ remuneration report Introduction The Remuneration Committee is resolute in maintaining high standards of corporate governance and has taken steps to comply with the principles of best practice in so far as they can be applied practically given the size of the Company. The Company is listed on AIM and is therefore not required to comply with the following regulations: disclosure requirements of the Directors’ Remuneration Report Regulations 2013; the UKLA Listing Rules; Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. The content of this report is unaudited unless stated. Consequently, certain disclosures contained in these regulations are not included below. Remuneration Committee The following served as members of the Committee throughout the year ended 31 December 2019 (unless otherwise specified):  Sandy Shaw (appointed Chair 18 September 2019)  Darran Messem (Chair 1 January 2019 to 17 September 2019)  Philip Holland (appointed 1 January 2019, resigned 10 December 2019) The Committee’s constitution and operation has been compliant with the provisions of the QCA Code, published by the Quoted Companies Alliance, which sets out a minimum best practice standard for small and mid-size quoted companies, particularly AIM companies. In determining remuneration policy for Executive Directors, the Committee takes into consideration both the QCA Code and the guidelines published by The Investment Association Principles of Remuneration (formerly the Association of British Insurers). Remuneration policy for Executive Directors The remuneration policy has been designed to ensure that Executive Directors receive incentives and rewards appropriate to their performance, responsibility and experience. In making its assessment, the Remuneration Committee seeks to align the policy with the interests of the shareholders and takes advice from specialist advisors when necessary. Key features of the policy are:  Setting salaries to be competitive relative to the experience of the individual and the nature, complexity and responsibilities of their work in order to attract and retain management of the required quality.  Linking individual remuneration packages to the Company’s performance through bonus schemes and long-term share-based plans.  Providing employment and post-retirement benefits in accordance with standard policies of the Company. The following chart illustrates the proportion of fixed and variable elements in the remuneration package. Target Minimum Base Bonus LTIP 0 50 100 150 200 250 As % of base salary Remuneration of Executive Directors Executive Directors’ remuneration is considered annually. In addition, the Remuneration Committee undertakes periodically a comprehensive review using external advisors. Current remuneration is based on the following principles. Base salary The base salary is reviewed annually at the beginning of each year. The review process undertaken by the Remuneration Committee considers the ongoing development of the Company, the contribution of the individual, the need to retain and motivate employees, and benchmark remuneration information from comparable organisations. Annual performance incentive All Executive Directors are eligible, at the discretion of the Remuneration Committee, for an annual bonus. The target bonus award for each individual is based on a percentage of base salary, which, for the year commencing 1 January 2019, was 75%. The Remuneration Committee sets performance targets for bonus awards at the beginning of each year. Awards are determined by both the performance of the individual and the Company as a whole at the end of each year. The performance targets for the Company comprise measures of financial, technical and business development goals. Where performance is judged against measurable targets, the Remuneration Committee retains discretion to adjust the outturn to ensure it is fair, reasonable and related to the Company’s performance and shareholders’ experience. For 2019 performance, bonus will remain at the discretion of the Remuneration Committee and will depend Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 31 on the success of the Company coming out of the current COVID-19 crisis and the level of liquidity within the Company. At the date of signing of the Annual Report and Accounts no bonus has been paid. Long-term Incentive Plan As explained in the 2018 Annual Report and Accounts, the committee believes that an LTIP scheme should provide to Executive Directors and other senior managers the appropriate incentivisation, focus, retention and reward for achievement, that is aligned with shareholder interests. The last LTIP awards to Executive Directors were in 2014 and no further awards had been made thereafter. In late 2018 as part of the engagement of the new Executive Directors, the Committee agreed to the grant of Commencement and Performance Options as set out below to enable early engagement with the Executive Directors and their alignment with shareholders’ interests. During 2019 the committee also developed and adopted a new equity-based incentive scheme, the 2019-2021 LTIP Scheme (“Scheme”) which applies to all Velocys staff except Non-Executive Directors, with varying awards. The Scheme is intended to run for three years; it is subject to and is consistent with the LTIP rules agreed by the Board and approved by Shareholders in 2015. The Company made an initial award under the Scheme in December 2019, details of which are set out below. As part of the process of developing the Executive Directors’ remuneration packages and then developing the Scheme, as explained in the 2018 Annual Report and Accounts, the Committee undertook market research and took advice from external remuneration consultants, who confirmed that they believed the packages and the Scheme were fair and reasonable and in line with market practice. The Committee then consulted with major shareholders to seek their views before the Scheme was formally approved by the Board and adopted. Given the time necessary to agree the format and documentation and subject to an open period, no awards were made until December 2019. 31 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l All Options were granted subject to the Rules of the Velocys 2012 Share Option Scheme, the Company’s Share Dealing Code and applicable law (including new GDPR terms and terms for Malus and Clawback). By way of clarification, the strike price, upon exercise, is payable by the employee so that the employee only gains if the share price rises. There are no nil-cost Options; this is understood by the Executive, senior management and staff who are fully committed to the principle of gain by delivering value. S t a t e m e n t s Grants to Executive Directors 1. The two Executives were granted long term incentives by way of one–off grants of Options comprising of: a) A “Commencement Award” of 2,000,000 Options to each Executive Director at a strike price of 10p being the price at which new ordinary shares were issued during the fundraising in July 2018, notwithstanding the lower share price prevailing at the time of the award with vesting phased over 3 years from date of employment contract; and b) A “Performance Award” to focus them on high level, stretch performance of 2,000,000 Options to each Executive Director at a strike price of 15p being a fifty percent increase on the strike price that the Commencement Awards were made at, with vesting on the third or fourth anniversary of the grant subject to the performance condition, see page 33 for further information. 2. The Executive Directors were also eligible for annual 2019 awards under the Scheme. These awards comprised a mix of Options and EMI Options with a value equivalent to 75% of base salary and based on a strike price of 3p, being the price at which new ordinary shares were issued during the fundraising in July 2019, notwithstanding the lower share price prevailing at the time of the award. Vesting requirements for 2019 Scheme Options were based 50/50 as to elapsing of time and meeting a target share price performance; this was considered appropriate under the current circumstances of the Company. The number of Options awarded to each Executive Director and the vesting conditions are set out in the table on page 33. Grants to other staff Annual awards may be made by the Committee under the Scheme to the Executive Directors (reference item 2 above) and to the senior management with awards varied by grade level. Awards were made to senior management at the same time as to the Executive Directors in December 2019, at the same 3p strike price and on the same terms. Furthermore, to bring all employees into the long term incentive programme, a one-off “Special Award” was granted to senior staff and non-Scheme participants (excluding the Executive Directors and Non-Executive Directors). Many of our employees have received no awards of Options since joining the Company. The Company values all of its employees and wishes to incentivise, focus, retain and reward them as well. The Special Award was granted at a strike price of 3p and vests rateably over three years from date of grant. Headroom Calculations The total of awards set out above together and the projected awards under the Scheme over its three year period represents a potential maximum dilution of current shareholders’ interests of 15.1% taking into account historic awards outstanding (10.7%) and 2020-2022 LTIP (4.4%), based on issued capital at the time of the award. The Remuneration Committee believes the proposed Scheme is reasonable and necessary to compensate for the absence of a share scheme in recent years, and to motivate and retain expert staff who are essential to the success of Velocys over the crucial next three years. The Company continues to work well within its shareholder agreed headroom cap on awards of equity. Pensions and other benefits The Company contributes to Executives’ defined contribution pension plans at 10% of base salary. For other employees the Company contributes to individuals’ defined contribution pension plans in line with the Company-wide schemes in place. For UK-based employees, the Company contributions are 7% of base salary. For US-based employees, the contributions are 3% of pensionable pay (which includes bonus) up to the maximum allowable under US pensions law. www.velocys.com 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 32 32 Directors’ remuneration report (continued) Other benefits provided are life insurance, private medical insurance and relocation allowances where applicable, in line with the Company’s standard policies. Directors’ service contracts Each of the Executive Directors has a service contract with a notice period of six months. Remuneration policy for Non-Executive Directors The remuneration of Non-Executive Directors is determined by the executive members of the Board in consultation with the Chairman, based on a benchmark review of current practices in similar companies. The Non-Executive Directors are paid a fixed fee and do not receive any pension payments, bonus or other benefits. The Chairman’s salary is set by the Executive Directors in consultation with the remuneration committee. No director can be involved in the determination of his or her own remuneration. Non-Executive Directors are appointed for an initial three-year term and are typically expected to serve for two three-year terms. Either the Non-Executive Director or the Company can terminate the contract with three months’ written notice. The Chairman’s appointment is on the same terms and the notice period is also three months. The Company may invite a Non-Executive Director to serve for further periods after the expiry of two three-year terms subject to a particularly rigorous review of performance and considering the need for progressive refreshing of the Board. Under the Company’s Articles of Association, all directors are required to stand for re-election by shareholders on appointment and thereafter at least once every three years. However, in line with best practice, the Company has decided to put all Non-Executive Directors up for re-election at its Annual General Meeting (“AGM”). Fees paid to Non-Executive Directors The aggregate amount of Non-Executive Directors’ fees, as set out in the Company’s Annual report and accounts for the years ended 31 December 2019 and 2018 is as follows. Aggregate fees paid to Chairman and Non-Executive Directors 2019 £ 2018 £ 219,079 154,195 Directors’ remuneration (audited) Aggregate emoluments for current and former directors in 2019 totalled £737,249 (2018: £212,605), and Company pension contributions were £54,832 (2018: £nil). The directors who held office at 31 December 2019 received the following remuneration in relation to the year ended 31 December 2019, with the bonus paid in 2019 relating to performance in 2018. Salary Other & fees benefits(5) £ £ Bonus Pension(6) £ £ 2019 Total £ Salary Other & fees benefits £ £ Bonus £ Pension £ 2018 Total £ 250,000 225,000 7,118 6,365 15,625 14,062 29,263 25,569 302,006 270,996 34,295 65,810 50,000 51,418 50,000 – – – – – – – – – 50,000 51,418 50,000 40,500 – – 626,418 13,483 29,687 54,832 724,420 140,605 – – – – – – – – – – – – – – – – – 34,295 65,810 40,500 – – – 140,605 Name of director Executive Henrik Wareborn(1) Andrew Morris(2) Non-Executive Sandy Shaw(4) Philip Holland(3) Darran Messem(3) Aggregate emoluments and pension contributions (1) In 2018, the Salary and benefits for Mr. Wareborn was for the period 13 November 2018 to 31 December 2018. (2) Aggregate salary & fees paid to Andrew Morris during 2018 includes an amount of £34,945 paid to him in his role as a Non-Executive Director in the period 1 January 2018 to 13 November 2018. (3) Philip Holland and Darran Messem were appointed to the board on 1 January 2019. (4) £4,000 was paid to SDC LNC Limited for providing additional services of Sandy Shaw during the management changeover in 2018. SDC LNC Limited is owned and operated by Sandy Shaw and this sum was paid in addition to her salary and fees shown above. (5) Other Benefits include medical cover for Executive Directors. (6) The amounts stated for pensions include proportionate amounts for 2018 paid in 2019 as the schemes were set up. Included in Henrik Wareborn’s pension is £4,263 related to 2018. Included in Andrew Morris’ pension is £3,069 related to 2018. Velocys plc Annual Report and Accounts 2019 33 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 33 Directors’ share options (audited) Aggregate emoluments disclosed above include any amounts paid through the employee benefit trust (“EBT”) in relation to share options exercised. In 2019 no such payments were made to serving or former directors (2018: nil). Details of all directors’ shareholdings are disclosed on page 28 in the Directors’ report. Details of options held by the directors at 31 December 2019 are as follows. Name of Director Henrik Wareborn Commencement Performance LTIP 2019 – performance LTIP 2019 – time Subtotal Andrew Morris Commencement Performance LTIP 2019 – performance LTIP 2019 – time Subtotal Total At 31 December 2018 Granted Exercised Lapsed – – – – – – – – – – – 2,000,000 2,000,000 3,125,000 3,125,000 10,250,000 2,000,000 2,000,000 2,812,500 2,812,500 9,625,000 19,875,000 – – – – – – – – – – – – – – – – – – – – – – Exercise price (£) Earliest date of exercise Date of expiry Exercisable at 31 December 2019 10.00p 15.00p 3.00p 3.00p 10.00p 15.00p 3.00p 3.00p 13/12/19 31/12/21 13/12/22 13/12/22 12/12/29 12/12/29 12/12/29 12/12/29 1,333,333 – – – 13/12/19 31/12/21 13/12/22 13/12/22 12/12/29 12/12/29 12/12/29 12/12/29 1,333,333 – – – At 31 December 2019 2,000,000 2,000,000 3,125,000 3,125,000 10,250,000 2,000,000 2,000,000 2,812,500 2,812,500 9,625,000 19,875,000 – – – – No options were exercised by acting directors during 2019. The total charge for share-based payments during the year in respect of directors was £23,000. 2019 option grants: Commencement Awards. In connection with the commencement of service of Mr. Wareborn and Mr. Morris, it was agreed to award 2,000,000 share options with an effective date of grant at the date of the services agreement, two-thirds of the Options vested on the effective date of grant 13th December 2019. The balance of the Options vest on 4th December 2020. The exercise price of the awards is 10 pence and the last date for exercise is the day immediately preceding the tenth anniversary of the date of grant. Performance Awards. In connection with the commencement of service of Mr. Wareborn and Mr. Morris, each was awarded 2,000,000 performance based awards. These awards vest and become exercisable at either (i) 31 December 2021 if the target conditions are met or (ii) 31 December 2022 if the target conditions are not met by 31 December 2021 but are met within the calendar year 2022. The target condition is that for any 15 consecutive dealing days leading up to the vesting date the weighted average share price of the Velocys shares on each of these days is equal to or more than 15 pence or for any 45 consecutive days in the six month period leading up to 31 December 2021 the weighted average share price of a share over the 45-day period is equal to or more than 15 pence. The exercise price is 15 pence. 2019-2021 LTIP Scheme (“Scheme”) The Executives were awarded a single award based on 75% of base salary under this Scheme split equally into time-based and performance awards. Under the Scheme, Mr. Wareborn and Mr. Morris were awarded 3,125,000 and 2,812,500 time-based share options, respectively, on the 13th December 2019 these options vest and become exercisable on the third anniversary of the date of grant. The exercise price of the awards is 3 pence and the last date for exercise is the day immediately preceding the tenth anniversary of the date of grant. In addition, Mr. Wareborn and Mr. Morris were awarded 3,125,000 and 2,812,500 performance based share options, respectively, on the 13th December 2019 under the Scheme, these awards vest and become exercisable in full on the third anniversary of the date of grant provided the weighted average share price of a share for the month preceding that third anniversary is at least 4.5 pence. The exercise price of these awards is 3 pence. www.velocys.com 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 34 34 Directors’ remuneration report (continued) Former directors (audited) The directors listed below, who were members of the Board at 1 January 2019 and resigned during the year, received the following remuneration. Name of director Non-Executive Pierre Jungels Aggregate emoluments and pension contributions Salary Other & fees Benefits £ £ Bonus £ Pension £ 2019 Total £ Salary Other & fees benefits £ £ Bonus £ Pension £ 67,661 67,661 – – – – – – 67,661 72,000 67,661 72,000 – – – – 2018 Total £ – 72,000 – 72,000 Pierre Jungels resigned on 10 December 2019. Share price The market price of the parent company’s shares as at 31 December 2019 was 1.785p (2018: 4.845p) and the range during the year was 1.17p to 5.24p (2018: 3.8p to 31p). Details of options and the cost of share-based payments are given in note 15. Approved by the Board and signed on its behalf by: Sandy Shaw Non-Executive Director and Chair of the Remuneration Committee 5 August 2020 Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 35 Statement of directors’ responsibilities in respect of the financial statements The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with International Financial Reporting Standards (“IFRS”s) as adopted by the European Union and parent company financial statements in accordance with IFRSs as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and parent company and of the profit or loss of the group and parent company for that period. In preparing the financial statements, the directors are required to:  select suitable accounting policies and then apply them consistently;  state whether applicable IFRSs as adopted by the European Union have been followed for the group financial statements and IFRSs as adopted by the European Union have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements;  make judgements and accounting estimates that are reasonable and prudent; and  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business. The directors are also responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 35 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure that the financial statements comply with the Companies Act 2006. S t a t e m e n t s The directors are responsible for the maintenance and integrity of the parent company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors Confirmation The directors consider that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the group and parent company’s position and performance, business model and strategy. In the case of each director in office at the date the Directors’ Report is approved:  so far as the director is aware, there is no relevant audit information of which the group and parent company’s auditors are unaware; and  they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group and parent company’s auditors are aware of that information. On behalf of the Board Henrik Wareborn Chief Executive Officer 5 August 2020 www.velocys.com 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 36 36 Independent auditors’ report to the members of Velocys plc Report on the audit of the financial statements Opinion In our opinion, Velocys plc’s Company consolidated financial statements (which cover the group comprising Velocys plc and its subsidiaries) and Velocys plc’s parent company financial statements (the “financial statements”):  give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2019 and of the group’s loss and the group’s and the company’s cash flows for the year then ended;  have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the company’s financial statements, as applied in accordance with the provisions of the Companies Act 2006; and  have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual report and accounts 2019 (the “Annual Report”), which comprise: the consolidated and Velocys plc statements of financial position as at 31 December 2019; the consolidated income statement and consolidated statement of comprehensive income, the consolidated and Velocys plc statements of cash flows, and the consolidated and Velocys plc’s statements of changes in equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. Our audit approach Overview Materiality Audit scope Key audit matters  Overall group materiality: £0.5 million (2018: £1.0 million), based on 5.0% of loss before tax, before exceptional items.  Overall company materiality: £107,600 (2018: £147,000), based on 0.9% of total assets.  We identified two financially significant components which were subject to full scope audits.  We performed a full scope audit over the significant components Velocys plc and Velocys Inc as well as Velocys Technology Limited for statutory reporting purposes.  We performed specified audit procedures at two further components to address specific risk characteristics or to provide sufficient overall coverage of particular financial statement line items.  All audit work was performed by the group engagement team.  Components where we performed audit procedures accounted for 94% of group loss before tax and 99% of Velocys plc total assets.  Valuation of assets for Company consolidated (group) and investment in subsidiaries for Velocys plc (parent company).  COVID-19 (group and parent company) The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Velocys plc Annual Report and Accounts 2019 37 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 37 Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Key audit matter How our audit addressed the key audit matter Valuation of assets for the group and investments in subsidiaries for Velocys plc (parent company) We assessed the level at which impairment testing was performed. Based on our knowledge of the business, including the use of assets and internal reporting, we agreed with management’s judgement that, for the assessment of the recoverable amount of the group’s assets, the group has one CGU. We evaluated management’s approach to calculating the CGU’s recoverable amount, based on its fair value, using Velocys plc’s market capitalisation. Management’s assessment considered the market capitalisation at 31 December 2019 and post year end up to the date of this report. We concluded that the application of this market approach was appropriate. We tested the accuracy of the impairment loss calculated for the investment in subsidiaries, by comparing the carrying value of assets with their recoverable amount. We did not identify any material exceptions in these tests. We also assessed the group’s and Velocys plc’s disclosures regarding the significant accounting judgements in assessing the impairment required. We consider that these disclosures appropriately draw attention to the significant areas of judgement that support management’s conclusion. The carrying value of the group’s intangible assets is £0.4m (2018: £0.4m) and net assets are £2.3m (2018: £5.4m). The carrying value of Velocys plc’s investments in subsidiaries is £9.1m following an impairment loss of £3.3m recorded in the year (2018: £2.0m). The group’s intangible assets and Velocys plc’s investments in subsidiaries are subject to impairment testing at least annually or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. In assessing whether there was any indication of impairment, management considered any changes in operations and compared the carrying amount of the group’s and Velocys plc’s net assets to Velocys plc’s market capitalisation. For the assessment of the recoverable amount of the group’s and Velocys plc’s assets, the recoverable amount was determined for the cash generating unit (‘CGU’) to which these assets belong. The group and Velocys plc has one CGU. The recoverable amount of the CGU was determined based on its fair value less costs of disposal (‘fair value’), using Velocys plc’s market capitalisation. IAS 36 also requires that the group assess at the end of each reporting period whether there is any indication that an impairment loss recognised in prior periods for an asset other than goodwill may no longer exist or may have decreased. Management considered the operational performance in 2019 to contain no clear favourable events or changes in circumstances that would indicate the impairment loss no longer exists or has increased. Management have also considered the market capitalisation. The market capitalisation at 31 December 2019 was £11.5m (2018: £19.9m). Post year end the share price increased to a high of 14.5p in June 2020 and fluctuated to a low of 1.7p in March 2020. Based on a market capitalisation of £11.5m in comparison to the net assets of the group at 31 December 2019 of £2.3m there is not considered to be an impairment at that date. The investment in subsidiaries recorded in Velocys plc’s financial statements has been impaired by £3.3m based on the market capitalisation of £11.5m. This writes down the net assets of Velocys plc being equal to the market capitalisation at 31 December 2019. Our audit focused on the risk that the carrying value of the group’s assets and Velocys plc’s investments in subsidiaries could be overstated and further impairments could be necessary as well as considering if there were any indicators that the previous impairment may be reversed. www.velocys.com 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 38 38 Independent auditors’ report to the members of Velocys plc (continued) Key audit matter COVID-19 The impact of COVID-19 on the group includes both the wider impact to the global economy (the air travel and oil and gas industries are key stakeholders), and the direct impact on slowing operations. Following the social distancing policy implemented in both the UK and the US, the group has also had to temporarily close offices and sites in Oxford, Houston and Plain City and put in place a work from home policy. Management consider that whilst this has impacted productivity, operations and progress continues to be made in all aspects of the business. Despite the wider economic challenges Velocys raised gross proceeds of just under £21 million in June 2020 by way of new ordinary shares issued to retail and institutional investors including Directors and other investors at a price of 5 pence per share. Our audit focussed on the extent of the impact both to the group’s near-term liquidity, its basis of preparation as a going concern and the associated disclosures. How our audit addressed the key audit matter We evaluated the process used and tested the mathematical accuracy of the models used by management in their assessment. We evaluated management’s assumptions in respect of downside scenarios in the cash flow forecast, in particular cash inflows from customers and the ability to receive strategic funding following the impact on the airline and oil and gas industries. We agreed the fundraise (July 2020) cash inflows to the bank statement and reviewed the relevant commission/fee documents to ensure that the fund raise amount included within the cash flow forecast is net of all expenses. We have reviewed post year customer cash receipts and project funding. We performed sensitivities over the group’s cash flow forecasts taking account of reasonably possible adverse effects that could arise from COVID-19 both individually and collectively. The impact of COVID-19 has negatively impacted operations but management have been able to secure financial support from the US government post year end including a £0.6m loan. We assessed the transparency and reasonableness of the going concern disclosure and considered these to be adequate. Overall, we have concluded that the directors’ use of the going concern basis is appropriate. However, because not all future events or conditions can be predicted, this is not a guarantee as to the Consolidated Company (group) or Velocys plc’s (parent company) ability to continue as a going concern. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate. Velocys plc Annual Report and Accounts 2019 39 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 39 Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Company consolidated (group) financial statements Velocys plc (company only) financial statements Overall materiality £0.5 million (2018: £1.0 million). £107,600 (2018: £147,000). How we determined it 5.0% of loss before tax, before exceptional items. 0.9% of total assets. Rationale for benchmark applied Based on the benchmarks used in the Annual Report, loss before tax before exceptional items, is the primary measure used by the members in assessing the financial performance of the group. We consider it appropriate to eliminate exceptional items, which are considered non- recurring, to preserve the link between materiality and the underlying performance of the group. We believe that total assets is the primary measure used by the shareholders in assessing the performance and position of the entity and reflects the Velocys plc’s principal activity as a holding company. For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was between £107,600 and £498,977. Certain components were audited to a local statutory audit materiality that was also less than our overall group materiality. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £25,950 (group audit) (2018: £49,000) and £5,380 (company audit) (2018: £7,000) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you where:  the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or  the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group’s and company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s and company’s ability to continue as a going concern. Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on the responsibilities described above and our work undertaken in the course of the audit, ISAs (UK) require us also to report certain opinions and matters as described below. www.velocys.com 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 40 40 Independent auditors’ report to the members of Velocys plc (continued) Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the year ended 31 December 2019 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report. Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of directors' responsibilities in respect of the financial statements set out on page 35, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion:  we have not received all the information and explanations we require for our audit; or  adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or  certain disclosures of directors’ remuneration specified by law are not made; or  the company financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Gareth Murfitt (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Reading 5 August 2020 Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt2_173721 Velocys R&A Pt2 07/08/2020 11:48 Page 41 Financial Statements 173721 Velocys R&A Pt3a_173721 Velocys R&A Pt3a 07/08/2020 11:49 Page 42 42 Consolidated income statement for the year ended 31 December 2019 Revenue Cost of sales Gross profit Administrative expenses Other income Operating loss Share of loss of investments accounted for using the equity method Loss before net finance (costs)/income Finance income Finance costs Net finance (cost)/income Loss before income tax Income tax credit Loss for the financial year attributable to the owners of Velocys plc Loss per share attributable to the owners of Velocys plc Basic and diluted loss per share (pence) 2019 £’000 2019 £’000 2019 £’000 2018 £’000 2018 £’000 2018 £’000 Note 6 10 9 20 7 8 13 Before Exceptional items (note 4) exceptional items 332 (132) 200 (9,898) 79 (9,619) – (9,619) 48 (429) (381) (10,000) 291 (9,709) – – – 94 – 94 – 94 – – – 94 – 94 Before Exceptional items (note 4) exceptional items 664 (273) 391 (19,060) 36 (18,633) (1,717) (20,350) 993 (628) 365 (19,985) 317 – – – (10,067) – (10,067) (848) (10,915) – – – (10,915) – Total 332 (132) 200 (9,804) 79 (9,525) – (9,525) 48 (429) (381) (9,906) 291 Total 664 (273) 391 (29,127) 36 (28,700) (2,565) (31,265) 993 (628) 365 (30,900) 317 (9,615) (19,668) (10,915) (30,583) 16 (1.91) – (1.90) (5.75) – (8.95) The notes on pages 47 to 75 are part of these consolidated financial statements. Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3a_173721 Velocys R&A Pt3a 07/08/2020 11:49 Page 43 Consolidated statement of comprehensive income for the year ended 31 December 2019 2019 £’000 2019 £’000 2019 £’000 2018 £’000 2018 £’000 2018 £’000 Before Exceptional items (note 4) exceptional items Before Exceptional items (note 4) exceptional items Total Total Loss for the year (9,709) 94 (9,615) (19,668) (10,915) (30,583) Other comprehensive (expense)/income Items that may be reclassified to the income statement in subsequent periods Foreign currency translation differences Total comprehensive expense for the year attributable to the owners of Velocys plc (262) (9,971) – 94 (262) 897 – 897 (9,877) (18,771) (10,915) (29,686) The notes on pages 47 to 75 are part of these consolidated financial statements. 43 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s www.velocys.com 173721 Velocys R&A Pt3a_173721 Velocys R&A Pt3a 07/08/2020 11:49 Page 44 44 Consolidated statement of financial position as at 31 December 2019 Assets Non-current assets Intangible assets Property, plant and equipment Right-of-use asset Trade and other receivables Current assets Inventories Trade and other receivables Current income tax asset Cash and cash equivalents Total assets Liabilities Current liabilities Trade and other payables Lease liability Borrowings Other liabilities Deferred revenue Non-current liabilities Trade and other payables Lease lability Deferred revenue Total liabilities Net assets Capital and reserves attributable to owners of Velocys plc Called up share capital Share premium account Merger reserve Share-based payments reserve Foreign exchange reserve Accumulated losses Total equity Note 17 18 19 21 22 21 23 24 19 29 30 25 19 30 27 27 2019 £’000 444 1,734 836 – 3,014 3,332 1,637 648 4,797 10,414 13,428 (1,331) (581) – (2,804) (5,562) (10,278) – (343) (470) (813) (11,091) 2,337 6,438 184,256 369 16,225 3,289 (208,240) 2,337 (Restated) 2018 £’000 357 1,819 – 281 2,457 1,438 4,404 862 6,964 13,668 16,125 (3,018) – (289) (2,092) (579) (5,978) (90) – (4,634) (4,724) (10,702) 5,423 4,105 180,016 369 16,143 3,551 (198,761) 5,423 The notes on pages 47 to 75 are part of these consolidated financial statements. The presentation of called up share capital and share premium in the period 31 December 2018 has been restated with respect to a calculation error in the amount of £2,192,000. The restatement resulted in an increase in called up share capital and a decrease in share premium. Prior to the restatement, at 31 December 2018 called up share capital was £1,913,000 and share premium was £182,208,000. See note 27 for further information. The financial statements on pages 42 to 75 were approved by the Board of directors and authorised for issue on 5 August 2020. They were signed on its behalf by: Henrik Wareborn Chief Executive Officer Company number 05712187 Velocys plc Annual Report and Accounts 2019 45 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 173721 Velocys R&A Pt3a_173721 Velocys R&A Pt3a 07/08/2020 11:49 Page 45 Consolidated statement of changes in equity for the year ended 31 December 2019 Called up share capital (Restated) £’000 Share premium account (Restated) £’000 Convertible loan/ ’other’ reserve £’000 Share- based payment reserve £’000 Merger reserve £’000 Note Foreign exchange reserve £’000 Accumu- lated losses £’000 Total equity £’000 Balance at 1 January 2018 1,468 149,964 369 9,421 16,085 2,654 (167,550) 12,411 Loss for the year Other comprehensive income Foreign currency translation differences Total comprehensive expense Transactions with owners Share-based payments – value of employee services Proceeds from share issues Convertible loan notes Interest on convertible loan note Total transactions with owners Balance at 31 December 2018 Change in accounting policy Balance at 1 January 2019 Loss for the year Other comprehensive expense Foreign currency translation differences Total comprehensive expense Transactions with owners Share-based payments – value of employee services Proceeds from share issues Total transactions with owners Balance at 31 December 2019 15 27 27 27 2 15 27 – – – – 2,435 180 22 2,637 4,105 – – – – – 20,205 8,820 1,027 30,052 180,016 – 4,105 180,016 – – – – 2,333 2,333 6,438 – – – – 4,240 4,240 – – – – – – – – 369 – 369 – – – – – – – – – – – (9,000) (421) (9,421) – – – – – – – – – – – – – 58 – – – 58 – – – 82 – 82 – (30,583) (30,583) 897 897 – 897 (30,583) (29,686) – – – – – – – – (628) (628) 16,143 3,551 (198,761) – – 136 16,143 3,551 (198,625) 58 22,640 – – 22,698 5,423 136 5,559 – (9,615) (9,615) (262) (262) – (262) (9,615) (9,877) – – – – – – 82 6,573 6,655 2,337 184,256 369 16,225 3,289 (208,240) The notes on pages 47 to 75 are part of these consolidated financial statements. The presentation of called up share capital and share premium in the period 31 December 2018 has been restated with respect to a calculation error in the amount of £2,192,000. The restatement resulted in an increase in called up share capital and a decrease in share premium. Prior to the restatement, at 31 December 2018 called up share capital was £1,913,000 and share premium was £182,208,000. See note 27 for further information. www.velocys.com 173721 Velocys R&A Pt3a_173721 Velocys R&A Pt3a 07/08/2020 11:49 Page 46 46 Consolidated statement of cash flows for the year ended 31 December 2019 Cash flows from operating activities Operating loss Depreciation and amortisation Loss on disposal of intangible assets Impairment of property, plant and equipment Impairment of loan to associate ENVIA Finance costs Impairment of inventory Share-based payments Changes in working capital (excluding the effects of exchange differences on consolidation) Trade and other receivables Trade and other payables Other liabilities Deferred revenue Inventory Cash consumed by operations Tax credits received Net cash used in operating activities Cash flows from investing activities Purchase of property, plant and equipment Purchase of intangible assets Payment from (loan to) associate ENVIA Interest received Net cash generated from/(used in) investing activities Cash flows from financing activities Proceeds from issues of shares and convertible loan notes Costs of issuing shares and convertible loan notes Principal elements of lease payments Interest paid Repayment of borrowings Net cash generated from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Exchange movements on cash and cash equivalents Cash and cash equivalents at end of year The notes on pages 47 to 75 are part of these consolidated financial statements. Note 17 4 4 8 22 30 27 19 23 23 2019 £’000 (9,525) 1,094 187 439 – (196) 569 82 (165) (1,687) 712 819 (2,473) (10,144) 736 (9,408) (779) (394) 3,432 33 2,292 7,000 (427) (479) (5) (371) 5,718 (1,398) 6,964 (769) 4,797 2018 £’000 (28,700) 659 627 – 10,067 – – 58 (220) (1,125) 2,092 5,213 (1,050) (12,379) – (12,379) (509) (349) (5,531) 74 (6,315) 25,172 (1,904) – (13) (252) 23,003 4,309 2,070 585 6,964 Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 47 47 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s Notes to the consolidated financial statements 1. General information Velocys plc is a company incorporated in England and Wales and domiciled in England. It operates through a number of subsidiaries in the UK and the US, and collectively they are referred to in the financial statements as the “Company” or “Velocys”, with Velocys plc as “Velocys plc” or the “parent company”. The nature of the Company’s operations and its principal activities are set out in the Strategic report on pages 4 to 17. The parent company financial statements are included on pages 76 to 86 The parent company’s securities are traded on the Alternative Investment Market (“AIM”) of The London Stock Exchange under the symbol “VLS”. 2. Accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are summarised below. The policies have been consistently applied to each year presented unless otherwise stated. Basis of preparation The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU, hereafter referred to as “IFRS”), IFRS Interpretations Committee (“IFRS IC”) Interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The statements have been prepared under the historical cost convention as modified by the revaluation of certain financial assets and liabilities (including derivative instruments) at fair value, where relevant. The preparation of financial statements to conform to IFRS requires the use of certain critical accounting estimates and the exercise of management’s judgement in the application of the Company’s accounting policies. Areas involving a higher degree of judgement or complexity, and areas where assumptions and estimates are significant to the financial statements are referenced in note 3. Going concern The financial statements have been prepared on the going concern basis, which assumes that the Company and Velocys plc will have sufficient funds available to enable them to continue to trade for the foreseeable future. The Company expects to develop its reference projects, in particular, the Mississippi Biorefinery Project and Altalto Immingham Project, which will require significant development and capital expenditure. The nature of the Company’s strategy means that the timing of milestones and funds generated from developments are difficult to predict at this stage. The directors have prepared financial forecasts to estimate the likely cash requirements of the Company and Velocys plc over the next twelve months from the date of approval of the financial statements. During July 2020 the Company raised £21 million (before expenses) by way of a Placing, Retail Offer and Open Offer. The directors consider that this is sufficient funding for the Company to continue as a going concern beyond the twelve months of the date of this report. The directors do not anticipate that any further funding to the Company will come from further placing of the parent company shares during this period. However additional income may come from one, or a combination of, the following sources, with agreements being actively sought from third parties:  Additional third-party license sales, similar to the Red Rock Biofuels project.  The realisation of certain assets and the selling of non-core intellectual property.  Additional strategic investment of development capital into either or both of Altalto Immingham Project and the Mississippi Biorefinery Project, which are expected during 2020 and the first half of 2021.  UK or USA Government loans or grants. The directors are confident that the funding received by the Company in July 2020 will ensure that it will continue as a going concern and that there will be sufficient funding in the Company to continue to support its activities for the foreseeable future being not less than twelve months from the date of approval of these financial statements. The directors have therefore prepared the financial statements on a going concern basis. In addition to the July 2020 Placing, Retail Offer and Open Offer, the Company executed an extension of the Altalto Joint Development Agreement providing £1m non-dilutive investment into the Altalto Immingham Project; was awarded a forgivable loan as part of the Pay-check Protection Program awarded by the SBA, a US Federal Agency in the amount of £572,000; and has been awarded a further £0.5m F4C grant from the Department of Transport in the UK (see the Director’s Report on page 25 for more information). The financial statements do not include any adjustments that would arise if the Company and Velocys plc were unable to continue as a going concern. Accounting developments New and amended standards adopted by the Company The group has applied the following standards and amendments for the first time for their annual reporting period commencing 1 January 2019:  IFRS 16 “Leases” – (“IFRS 16”)  Prepayment Features with Negative Compensation – Amendments to IFRS 9  Long-term Interests in Associates and Joint Ventures – Amendments to IAS 28 www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 48 48 Notes to the consolidated financial statements (continued) 2. Accounting policies (continued)  Annual Improvements to IFRS Standards 2015 – 2017 Cycle  Plan Amendment, Curtailment or Settlement – Amendments to IAS 19  Interpretation 23 Uncertainty over Income Tax Treatments. The group also elected to adopt the following amendments early:  Definition of Material – Amendments to IAS 1 and IAS 8. IFRS 16 Leases The Company has adopted IFRS 16 retrospectively on 1 January 2019, but has not restated comparatives for the 2018 reporting period, as permitted under the specific transition provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 1 January 2019. On adoption of IFRS 16, the Company recognised lease assets and current and non-current lease liabilities in relation to leases which had previously been classified as ‘operating leases’ under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was approximately 21%. Significant judgements and estimates were used with respect to the incremental borrowing rate, as the Company currently has no outstanding significant debt. Also, significant judgement and estimates were used in the calculation of lease term as some leases are expected to be extended beyond the stated lease term. Practical expedients applied In applying IFRS 16 for the first time, the Company has used the following practical expedients permitted by the standard:  applying a single discount rate to a portfolio of leases with reasonably similar characteristics,  relying on previous assessments on whether leases are onerous as an alternative to performing an impairment review – there were no onerous contracts as at 1 January 2019,  accounting for operating leases with a remaining lease term of less than twelve months as at 1 January 2019 as short-term leases  excluding initial direct costs for the measurement of the right-of-use asset at the date of initial application, and  using hindsight in determining the lease term where the contract contains options to extend or terminate the lease. The Company has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Company relied on its assessment made applying IAS 17 and Interpretation 4 Determining Whether an Arrangement contains a Lease. Measurement of lease liability Operating lease commitments disclosed as at 31 December 2018 Discount based on incremental borrowing rate at 1 January 2019 (Less): short term/low value leases recognised on a straight line basis as expense Lease liability recognised as at 1 January 2019 Of which are: Current liabilities Non-current liabilities £’000 1,314 (234) (42) 1,038 409 629 1,038 Measurement of right-of-use assets The associated right-of-use assets for property leases were measured on a retrospective basis as if the new rules had always been applied. Other right-of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 31 December 2018. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date of initial application. Adjustments recognised in the balance sheet on 1 January 2019 The change in accounting policy affected the following items in the balance sheet on 1 January 2019:  Right-of-use asset – increase by £1,038,000  Lease liabilities – increase by £1,038,000  Accrued Rent – decrease by £88,000 The net impact on retained earnings on 1 January 2019 was an increase of £88,000. Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 49 49 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s New standards and interpretations not yet adopted Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2019 reporting periods and have not been early adopted by the group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions. Financial risk management policies Financial risk management policies are set out in the Strategic report on pages 12 and 13, and in note 26. Capital management policies Capital management policies are set out in note 26. Significant accounting policies Foreign currency translation Functional and presentation currency Items included in the financial statements of each of Velocys plc’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are presented in sterling (£). It should be noted that the functional currency for Velocys plc is GBP as Velocys plc is traded on the AIM market and is head quartered in the UK. Currently all new equity based fund raises are completed in the UK and made in GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year- end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income statement. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Income statement within Finance income or Finance costs. The net investment that Velocys plc has in its subsidiary undertakings is its interest in the net assets of that subsidiary. Entities within Velocys The results and financial position of all Velocys entities that have a functional currency different from the presentation currency (none of which is of a hyper-inflationary economy) are translated into the presentation currency as follows: 1. assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; 2. income and expenses for each income statement are translated at average exchange rates; and 3. all resulting exchange differences are recognised as a movement within other comprehensive income. On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to shareholders’ equity. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Other significant accounting policies are incorporated in the note to which they apply. 3. Critical accounting estimates and judgements The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. Although these estimates and judgements are based on management’s best knowledge of the amount and/or timing, actual results ultimately may differ. These estimates and judgements are regularly reviewed and revised as necessary. The areas that involve a higher degree of judgement or complexity, or that have the most significant effect on the amounts included in these consolidated financial statements are listed below and described in the relevant note. Please see the notes referenced below for the details associated with the critical accounting estimates and judgements. Items involving a critical estimate IFRS 16 critical estimates Share-based payments Other receivables – impairment assessment under IFRS 9 Items involving a judgement Revenue recognition under IFRS 15 Share-based payments Intangible assets – impairment assessment Note 19 15 20 6 and 29 15 17 www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 50 50 Notes to the consolidated financial statements (continued) 4. Exceptional items Items that are significant by virtue of their size or nature, which are considered non-recurring and which are excluded from the underlying profit measures used by the Board to monitor and measure the underlying performance of the Company are classified as exceptional operating items. Exceptional operating items are included within the appropriate Consolidated income statement category but are highlighted separately in the notes to the financial statements. The following exceptional items have been included in the Consolidated income statement. Administrative expenses: Property, plant and equipment impairment Recovery/(impairment) of loan to associate ENVIA Impairment in carrying value of equity accounted associate Total 2019 £’000 (439) 533 94 – – 94 2018 £’000 – (10,067) (10,067) (848) (848) (10,915) Administrative expenses Property, plant and equipment impairment – in 2019, the Company made an impairment of £439,000 (2018: £nil) for the land associated with a subsidiary based on a current valuation appraisal by a third party expert. The value of the land either for development or for a sale of the land determined a lesser value than was held as an asset. As a result of the third party’s appraisal, the Company determine that the land required an impairment. Recovery/(impairment) of secured loan to ENVIA – In 2019 the Company released deferred revenue in the amount of £533,000 in final settlement of the ENVIA loan receivable balance representing a recovery on the impairment recorded in 2018. Impairment in carrying value of equity accounted associate – the Company is required to assess, at the end of each reporting period, whether there is any indication that an asset may be impaired. Given the investment was fully impaired in the prior year there were no further impairment considerations. Management also assessed and confirmed that a write back of the prior year impairment is not appropriate, given operations at ENVIA ceased in 2018. In 2018 the Company recorded an impairment of its investment in associate in the amount of £848,000. 5. Segmental information The Company’s chief operating decision-making unit is the Executive management team made up of the Chief Executive Officer and the Chief Financial Officer. The Executive management team reviews the Company’s internal reporting in order to assess performance and allocate resources and has determined the operating segments based on these reports. The Executive management team considers that the business comprises a single activity, which is the design, development, marketing and sale of technology for the production of sustainable transport fuels. This includes facilitating project development by putting together partnerships with technology licensors, engineers, feedstock suppliers, offtakers and financing entities. The Executive management team reviews the Company’s profit or loss and its cash flows, assets and liabilities on a Company-wide basis. In carrying out these reviews, the Executive management team considers all material items of income and expenditure that are directly attributable to individual commercial projects and development programmes. The internal management reports do allocate assets and liabilities or shared overheads to individual products or projects. The business has one segment on the basis that the key end use market is that of sustainable transport fuels production. At this stage, the synthetic fuels segment represents 100% of the business and therefore represents the only material segment. Based on management’s judgement, all products and services offered within the operating segment have similar economic characteristics. Internal and external reporting is on a consolidated basis, with purchases and sales between subsidiaries eliminated on consolidation. Therefore, the segmental and financial information is the same as that set out in the financial statements. The Chief Executive Officer assesses the performance of the operating segment based on a measure of operating loss. Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 51 51 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s The Company’s operating segment operates in two main geographical areas. Revenue is allocated based on the country in which the customer is located. Americas Asia Pacific Total revenue 2019 £’000 66 266 332 2018 £’000 652 12 664 Revenues during the year originated predominantly from Japan relating to sale of equipment in the Asia Pacific region, with professional services revenue from feasibility studies in the Americas. The total amount of revenue recognised from customers where revenue comprises 10% or more of Company revenue is as follows: Customer 1 Customer 2 Customers less than 10% Total revenue Non-current assets held in the United States are as follows: Intangible assets Property, plant and equipment Right-of-use asset Trade and other receivables Total 2019 £’000 266 44 22 332 2019 £’000 347 1,627 751 – 2,725 2018 £’000 508 144 12 664 2018 £’000 175 1,701 – 281 2,157 All other non-current assets were held in the United Kingdom and amounted to £289,000 (2018: £223,000). 6. Revenue The Company adopted IFRS 15 on 1 January 2018, using the full retrospective transition method. The Company generates revenue through contracts in which it (i) sells Fischer-Tropsch reactors, (ii) sells Fischer-Tropsch catalyst, (iii) provides license agreements and (iv) performs engineering services. In general, contracts with the Company provide a license agreement for the use of its intellectual property associated with the catalyst and reactors both of which have been specifically designed and over which the Company holds a significant number of patents. The majority of the Company’s revenue is derived from a small number of significant commercial customers and development partners. Revenue is recognised when the Company satisfies a performance obligation by transferring promised goods or services to a customer. The sales income related to sales of catalyst will be recognised as the performance obligations are satisfied. Revenue from engineering services is earned on a time and materials basis and is recognised as the work is performed provided that it does not relate to the sale of equipment and therefore is bound by the performance obligations of that sale. If the entity is providing a single performance obligation in the form of an integrated set of activities, each contract is assessed to determine if it meets the criteria for recognition over time. This would require the contract to either transfer control of the combined output over time or for the entity to have an enforceable right of payment for the performance completed to date for activities that do not create an asset with alternative use. One contract that was signed in 2018 but delivery was started in 2019 and will be completed in 2020 has been assessed as a combined performance obligation and it was determined that none of these criteria have been met as at the year end. As such, all consideration received has been deferred and revenue will be recognised when the project performance obligations have been met. Critical estimates and judgements Determining whether the goods or services provided are considered distinct performance obligations from the supply of equipment can require significant judgment. The Company’s agreements, in some instances, could have a single performance obligation, which would result in the deferral of revenue until the performance obligation is satisfied. This is the case when the entity promises an integrated package of goods and services and where the customer is receiving a combined output (for example, an engineering service that results in operational technology at a particular site). In other instances, there will be no integration service and each good or service will be considered separately. www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 52 52 Notes to the consolidated financial statements (continued) 6. Revenue (continued) When there are multiple performance obligations, revenue from goods or services is allocated to the respective performance obligations based on relative stand alone selling prices and is recognised as the performance obligations are satisfied. Revenue from goods or services is measured as the amount of consideration expected to be received in exchange for the goods and services delivered. FT reactor, catalyst and licence Engineering services Total 2019 £’000 273 59 332 2018 £’000 508 156 664 FT reactor, catalyst and license revenue in the amount of £273,000 for the year ended December 31, 2019 consisted principally the sale of substacks to a customer in Japan in the Asia Pacific region (2018: £508,000). 7. Finance income Interest income on bank deposits Interest on loan to associate Foreign exchange gains Total 2019 £’000 48 – – 48 2018 £’000 76 732 185 993 In 2018, the Company stopped recognising interest on loan to associate as a result of the impairment of the investment in ENVIA (see Notes 20 and 21 for further information). 8. Finance costs Interest on lease liabilities Interest on borrowings Foreign exchange losses Total 2019 £’000 196 4 229 429 2018 £’000 – 628 – 628 Interest on leases is the interest associated with the adoption of IFRS 16 in 2019. Included in interest on borrowing in 2018 is the interest associated with the convertible loan note and other loans. 9. Other income Other income consists of items such as sales of fixed assets and any other operating income recognised outside of commercial activities. Return on deposits Sale of fixed assets Total 2019 £’000 – 79 79 2018 £’000 22 14 36 Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 53 53 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 10. Expenses by nature Employee benefit expense (see note 12) Sub-contractor and consultant costs Depreciation of property, plant and equipment (note 18) Amortisation of intangible assets (note 17) Depreciation of right-of-use asset (note 19) Lease expense Patent and other IP costs Other direct and administrative costs Services Legal Travel Other expenses Total administrative expenses before exceptional items Exceptional items (note 4) Total administrative expenses 2019 £’000 3,332 2,967 568 112 414 – 89 937 560 450 469 – 9,898 (94) 9,804 2018 £’000 6,282 3,888 581 96 – 470 88 735 5,041 720 958 201 19,060 10,067 29,127 Included in administrative expenses were research and development costs of £1,174,000 (2018: £1,849,000). The decrease in research and development costs is the result of the Company’s change of focus to developing projects thereby reducing the emphasis on research. The reduction of services in 2019 has occurred because the US project expenses were significantly reduced at the end of 2018 by the new management of the Company, whilst the project was reworked with a solar power source and CO2 capture and storage. 11. Auditor’s remuneration Payable to PricewaterhouseCoopers LLP and its associates: For the audit of the parent company and consolidated financial statements in respect of the current year For the audit of the parent company and consolidated financial statements in respect of the prior year For the audit of the financial statements of subsidiaries of the parent company in respect of the current year For the audit of the financial statements of subsidiaries of the parent company in respect of the prior year Other services: Audit-related assurance services Total 2019 £’000 158 54 35 12 – 259 2018 £’000 100 44 25 12 7 188 12. Employee benefit expense Short-term employee benefits Accruals are included to reflect the cost of short-term compensation to employees for absences such as paid leave. Pensions The Company operates various defined contribution pension schemes for its employees. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefit derived from the current and prior periods. The amount charged to the Income statement in respect of pension costs and other post-retirement benefits is the contributions payable in the year. Differences between contributions payable and contributions actually paid are accrued. The Company has no further payment obligations once the contributions have been paid. The average monthly number of Company employees (including Executive Directors) was as follows. Research, design and development Administration Total average headcount 2019 number 2018 number 15 18 33 21 18 39 www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 54 54 Notes to the consolidated financial statements (continued) 12. Employee benefit expense (continued) Their aggregate remuneration comprised the following items. Wages and salaries Social security costs Other pension costs Severance expense Share-based payments granted to directors and employees (note 15) Total remuneration before capitalisation of wages and salaries Capitalisation of wages and salaries Total remuneration 2019 £’000 4,360 286 188 138 82 5,054 (1,722) 3,332 2018 £’000 5,053 349 433 389 58 6,282 – 6,282 The capitalisation of wages and salaries relates to employees who manufacture the reactors associated with one of the company’s contracts. In addition, capitalisation on of wages and salaries, include those related to the Altalto project, are offset against Other liabilities. No redundancies were made during 2019. Severance in the amount of £138,000 in 2019 and £39,000 in 2018 was paid to a former director, who resigned in December 2018. During 2017 the decision to scale down R&D activities was taken resulting in some final redundancy payments, including payments in lieu of notice and holiday totalling £389,000 in 2018. Details of directors’ remuneration are given in the audited information in the Directors’ remuneration report on pages 24 to 26, which forms part of these financial statements. 13. Income tax Current tax, including UK corporation tax and foreign tax, is provided for at the amount expected to be paid (or recovered) based on the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Current tax: R&D tax credit relating to prior years R&D tax credit relating to current year Current tax total Income tax total 2019 £’000 247 (538) (291) (291) 2018 £’000 133 (450) (317) (317) Due to the availability of losses incurred in the year, there is no charge to corporation tax. The Company recognised £291,000 for R&D tax credits (2018: £317,000). The credit relating to the current year is on an accruals basis, which is an estimate of the amount to be claimed from HMRC based on the activity level and significant R&D costs of the current year compared to previous years. The debit relating to prior years is the difference between the brought forward accrual and the settlement from HMRC. The accrual for the current year, which is the majority of the credit, is based on an assessment of the Company’s projects, to determine which ones qualify under HMRC’s rules, and to estimate the level of allowable cost within each, based on the nature of costs. The actual tax credit for the current and previous year is lower (2018: lower) than the theoretical amount that would arise using the weighted average tax rate applicable to the results of the consolidated entities, for the reasons set out in the following reconciliation. Loss before income tax after exceptional items Tax calculated at domestic tax rates applicable to losses in the respective countries Tax effects of: Expenses not deductible for tax purposes Impairment loss not deductible for tax purposes Unutilised tax losses for which no deferred tax asset is recognised R&D tax credit Income tax total 2019 £’000 (9,906) (1,882) 72 – 1,811 (291) (291) 2018 £’000 (30,900) (5,779) 215 2,292 3,272 (317) (317) Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 55 55 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s In the table, Impairment loss not deductible for tax purposes, in both 2019 and 2018, removes the tax impact of the In-process technology and Goodwill impairments. Goodwill created from a stock purchase such as that of Velocys Inc.is not deductible for US tax purposes. Goodwill created from purchasing the assets of the Company (such as Velocys Project Solutions LLC) is tax deductible. The weighted average applicable tax rate was 21% (2018: 21%). In the Spring Budget 2020, the UK Government announced that from 1 April 2020 the UK corporation tax rate would remain at 19% (rather than reducing to 17%, as previously enacted). This new law was substantively enacted on 17 March 2020. As the proposal to keep the rate at 17% had not been substantively enacted at the balance sheet date, its effects are not included in these financial statements. Unrecognised UK deferred tax balances have been measured at 17% (recognised: £nil). In December 2017 the US Congress voted to reduce the tax rate to 21%. Unrecognised US deferred tax balances have been measured at 21% (recognised: £nil). 14. Deferred tax Deferred tax is recognised, using the liability method, on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affected neither accounting nor taxable profit or loss. Tax amounts are determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred tax is provided on temporary differences arising on investments in subsidiaries except where the timing of the reversal of the temporary difference is controlled by the parent company and it is probable that the temporary difference will not reverse in the foreseeable future. There was no recognised deferred tax in the year or the comparative period. Unrecognised Deferred tax assets Trading losses Total 2019 £’000 2018 £’000 (27,116) (27,116) (37,418) (37,418) At 31 December 2019, the Company had a net unrecognised deferred tax asset of £27,116,000 (2018: £37,418,000) arising from trading losses since incorporation. No recognition (2018: £nil) of the net deferred tax asset has been made at 31 December 2019 on the grounds of uncertainty over its recoverability in light of the Company’s nascent revenue streams and commitment to continued investment in the development of its biorefineries, and therefore there is no impact on the current or prior year income statement. Of this unrecognised deferred tax asset £10,663,000 (2018: £19,306,000) is anticipated to remain available indefinitely to offset against future taxable trading profits of the entities in which the losses arose. The remainder has expiry dates between 2025 and 2039 (2018: 2024 and 2038). 15. Share-based payments Velocys plc issues share options to employees of its subsidiaries that are accounted for as equity settled. There are a number of schemes covering employees, executives and external consultants; most are based on a service period, but some include performance conditions, both market based and non-market based. Options are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. For executive options with market performance conditions attached, the Monte Carlo pricing model is used. All other options apply the Black- Scholes model. The fair value calculation of share-based payments requires several assumptions and estimates. Such assumptions and estimates could change and could affect the amount recorded. The basic assumptions that feed into both models are volatility of the share price, annual risk-free rate and dividend yield. Volatility is estimated using the average daily share price commensurate with the remaining contractual term, the risk-free rate is based on the Bank of England’s yield curve tables, and it is assumed no dividend will be paid over the life of the option. Additionally, for the Monte Carlo model, contract term is assumed to be 10 years. This has been adjusted, using management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations. At the end of each reporting period, for awards not containing a market condition the Company revises its estimates of the number of options that are expected to vest, based on historical satisfaction of non-market vesting and service conditions. It recognises the www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 56 56 Notes to the consolidated financial statements (continued) 15. Share-based payments (continued) impact of the revision to original estimates in the Income statement, recorded in Administrative expenses, with a corresponding adjustment to equity. When options are exercised, the Company issues new shares; proceeds received, net of attributable transaction costs, are credited to share capital and premium. The Company does not hold any treasury shares. The number of options outstanding at 31 December 2019 and the expense recognised in the profit or loss for these schemes, along with bonus shares and other schemes, are as follows. Scheme Employees UK/US LTIP (Executives and Senior Management team) Velocys, Inc. Bonus shares Other Total 2019 Income statement £’000 55 27 – – – 82 Options outstanding 1,767,100 4,922,741 63,570 79,760 212,625 7,045,796 2018 Income statement £’000 12 44 – – 2 58 Options outstanding 17,993,269 38,568,280 58,566 37,655 212,625 56,870,395 Critical estimates and judgements Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity-settled transactions with employees at the grant date, the Company uses a Black-Scholes model and a Monte-Carlo simulation model for awards granted in 2019. Employees UK/US In 2019, the Company awarded all of its UK and US employees (excluding the Executive Directors and Non-Executive Directors) with a Special Award grants of options. The UK awards had advanced assurance from the HMRC for EMI qualification. The Special awards were made as a once-off award, looking forward, to incentivise, focus, retain and reward staff and in part as recognition that no long term equity based award schemes have been put in place since 2014. The Special Award also encompassed and superseded awarded options in new joiner employment contracts where the options had not yet been granted. The Special Awards granted vest over a three year period with the first tranche vesting on 31 December 2019. The options granted expire after ten years. The options will normally lapse if the option holder ceases to hold an office or employment within the Group. The exercise price was set at the time of grant at 3 pence. Options are fair valued at grant date using the Black-Scholes model, and expensed over the vesting period. Prior to 2019, options were granted to employees when they join the Company, which vest three, four or five years from the date of joining, subject to the employee completing a corresponding service period, and expire after ten years. The exercise price is the mid- market value of Velocys plc’s ordinary shares on the day prior to grant. Options are fair valued at grant date using the Black-Scholes model, and expensed over the vesting period. No options were granted in 2018. Movements in the number of options outstanding and their related weighted average exercise prices are as follows. At 1 January Granted Forfeited Exercised At 31 December Weighted average exercise price 129.45p 3.00p 106.42p – 2019 Number of options 1,767,100 16,700,000 (473,831) – Weighted average exercise price 117.95p – 89.31p – 2018 Number of options 2,036,100 – (269,000) – 12.31p 17,993,269 129.45p 1,767,100 Of the 17,993,269 options outstanding at 31 December 2019, 1,389,934 were exercisable (2018: 1,550,431). The weighted average exercise price of the exercisable shares was 41.85p (2018: 129.62p). Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 57 57 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s Options outstanding at the end of the year have the following expiry dates and exercise prices. Year of expiry 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Total Range of exercise price 159p 57.78 – 68.32p 51 – 72.25p 67.55 – 69.89p 185.99 – 206.53p 202.61 – 293.23p 60.47 – 174.66p 29.24 – 39.26p – – 3.00p Number of options – 21,308 491,961 10,000 460,000 140,000 100,000 70,000 – – 16,700,000 3.00 – 293.23p 17,993,269 2019 Weighted average exercise price – 57.78p 53.74p 67.55p 191.71p 230.81p 168.81p 29.65p – – 3.00p 37.11p 2018 Weighted average exercise price 159.00p 68.32p 44.74p 69.89p 198.36p 236.74p 154.18p 30.67p – – – 129.45p Number of options 62,893 24,352 739,855 10,000 460,000 160,000 240,000 70,000 – – – 1,767,100 The significant inputs into the Black-Scholes model were as follows. Weighted average share price at grant date Weighted average exercise price Expected volatility Weighted average annual risk-free rate Dividend yield Weighted average expected life 2019 2018 1.45p 3.00p 73.40% 0.01% – 0.63% 0% 5.03 – 6.03 – – – – – – Total expense recognised in the income statement for share options granted to directors and employees was £55,000 (2018: £12,000). LTIP (Executives and Senior Management team) options Executive and Senior Management options (also referred to as “LTIP” and the “Scheme” in the Directors’ remuneration report) are awarded to Executive Directors and senior managers of the Company. The fair value of options is recognised from the start of the relevant service period to the end of the vesting period. In 2019, the Remuneration Committee introduced a new annual equity-based incentive scheme for executive directors and senior managers. Under the 2019 Scheme, Executive Directors and senior managers were awarded (i) time based share options and (ii) performance based awards in equal amounts. The time based share options awarded vest and become exercisable on the third anniversary of the grant date in December 2019 and expire after ten years. The exercise price was set at the time of grant at 3 pence. The options will normally lapse if the option holder ceases to hold an office or employment within the Group. Options are fair valued at grant date using the Black-Scholes model, and expensed over the vesting period. The performance awards vest and become exercisable in full on the third anniversary of the grant date provided the weighted average share price for the month preceding that third anniversary is at least 4.50 pence. The options expire after ten years. The exercise price was set at the time of grant at 3 pence. The options will normally lapse if the option holder ceases to hold an office or employment within the Group. Options are fair valued at grant date using the Monte-Carlo model, and expensed over the vesting period. In connection with the commencement of service of Mr. Wareborn and Mr. Morris, it was agreed to award 2,000,000 share options with an effective date of grant at the date of the services agreement, two-thirds of the Options vested on the effective date of grant 13th December 2019. The balance of the Options vest on 4th December 2020. The exercise price of the awards is 10 pence and the last date for exercise is the day immediately preceding the tenth anniversary of the date of grant. In connection with the commencement of service of Mr. Wareborn and Mr. Morris, each was awarded 2,000,000 performance based awards. These awards vest and become exercisable at either (i) 31 December 2021 if the target conditions are met or (ii) 31 December 2022 if the target conditions are not met by 31 December 2021 but are met within the calendar year 2022. The target condition is that for any 15 consecutive dealing days leading up to the vesting date the weighted average share price of the Velocys shares on each of these days is equal to or more than 15 pence or for any 45 consecutive days in the six month period leading up to 31 December 2021 the weighted average share price of a share over the 45-day period is equal to or more than 15 pence. The exercise price is 15 pence. www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 58 58 Notes to the consolidated financial statements (continued) 15. Share-based payments (continued) Executive options granted up to and including 2014, are exercisable at a price of 1p or at a price equal to the mid-market value of the parent company’s ordinary shares on the day prior to the grant. Options vest immediately or after a period of one, two or three years from grant, they expire after ten years and are forfeited if the employee leaves the Company before the options vest. Options, including Restricted Stock Units (“RSU”s), awarded after 2014 were divided into those with a service period and those with market performance conditions. Except for a former executive, service period options represented 23% of the award; they vest two years after the conclusion of the period over which performance is measured; the market performance conditions on which the rest of the award was based pertain to the compound annual growth rate of the Company’s market capitalisation excluding fund raising subsequent to 1 January 2015; market performance options are measurable after three years from the start of the service period, with a possible final re-measurement in 2019; options are subject to the discretion of the Board if the employee leaves the Company before the options vest. Movements in the number of options outstanding and their related weighted average exercise prices are as follows. At 1 January Granted Forfeited Exercised At 31 December Weighted average exercise price 97.02p 5.69p 78.48p – 14.55p 2019 Number of options 4,922,741 35,125,146 (1,479,607) – 38,568,280 Weighted average exercise price 89.85p – 63.10p – 97.02p 2018 Number of options 7,597,732 – (2,674,991) – 4,922,741 Of the 38,568,280 options outstanding at 31 December 2019, 3,238,134 were exercisable (2018: 4,822,741). The weighted average exercise price of the exercisable shares was 37.49p (2018: 90.55). Share options, performance awards and RSUs outstanding at the end of the year have the following expiry dates (RSU latest exercise dates) and exercise prices. Year of expiry 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2029 Total Range of exercise price – Nil – 1.00p Nil 1.00 – 58.00p 49.00p 159.00p 153.00 – 163.50p Nil 1.00p 1.00p 3.00-15.00p 2019 Weighted average exercise price – – – 10.82p 28.00p 97.85p 112.94p Nil 1.00p 1.00p 5.69p Number of options – – – 471,876 851,503 911,853 763,937 238,965 105,000 100,000 35,125,146 Number of options – 517,369 171,407 550,000 970,503 1,456,694 1,156,768 – – 100,000 – Nil – 163.50p 38,568,280 38.63p 4,922,741 2018 Weighted average exercise price – 0.31p Nil 17.52p 49.00p 159.00p 163.05p – – 1.00p – 97.02p In 2019, the Company awarded 35,121,146 of equity awards with a weighted average fair value of 3 pence per option. No options have been granted in respect of 2018. The significant inputs into the model were as follows. Weighted average share price at grant date Weighted average exercise price Expected volatility Weighted average annual risk-free rate Dividend yield Weighted average expected life 2019 2018 1.45p 3.00p-15.00p 70.89% 0.69% 0% 5.03-10.0 – – – – – – Total expense recognised in the income statement for executive options granted to directors and employees was £27,000 in 2019 (2018: £44,000). Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 59 59 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s Velocys, Inc. scheme The Velocys, Inc. Stock Compensation Plan (“Pre-Acquisition Scheme”) was acquired as part of the acquisition of Velocys, Inc. by Velocys plc, formerly Oxford Catalysts Group PLC, on 20 November 2008. The scheme was started in 2001 and covers all US-based employees. Prior to the acquisition, Velocys, Inc.’s Board of directors granted non-qualified share options to employees with expiry ten years from grant date. The options’ exercise price was equal to the stock’s fair market value at the date of grant. Options are forfeited if an employee leaves the Company. Generally, options vest as follows. After one year of service from vest start date: Each month subsequent to one year of service: 25% of grant 1/48th of grant Pursuant to the terms and conditions of the acquisition of Velocys, Inc., each vested and unvested Pre-Acquisition Scheme option existing on the acquisition date was converted into 0.3659 of a Velocys plc, formerly Oxford Catalyst Group PLC, option (the ratio of the value of one share of Velocys, Inc. stock to one share of Velocys plc, formerly Oxford Catalyst Group PLC stock) with a corresponding increase to the exercise price. Share options are exercisable in US dollars. During 2011, the Company reviewed employee incentives and concluded that the Pre-Acquisition Scheme options did not provide the intended incentive or retention value for its employees due to significant shifts in the market price since the original grants. Consequently, holders of these options were offered the opportunity to forfeit their options and have new options issued. All such new issues vested in three years and expire ten years from date of grant. Details of the share options outstanding under the Velocys, Inc. scheme are as follows. At 1 January Forfeited Exercised At 31 December Weighted average exercise price $0.93 $0.93 – $0.93 2019 Number of options 63,570 (5,004) – 58,566 Weighted average exercise price $0.93 – – $0.93 2018 Number of options 63,570 – – 63,570 Of the options outstanding presented above, 58,566 (2018: 63,570) were exercisable as of 31 December 2019. The weighted average share price of the exercisable shares was $0.93 (2018: $0.93). Share options outstanding at the end of the year have the following expiry dates and exercise prices. Year of expiry 2021 Total Exercise price per share Number of options $0.93 $0.93 58,566 58,566 2019 Weighted average exercise price $0.93 $0.93 2018 Weighted average exercise price $0.93 $0.93 Number of options 63,570 63,570 Total expense recognised in the income statement for share options granted under the Velocys, Inc. plan was £nil (2018: £nil). Bonus shares The Company previously maintained two bonus share schemes for certain executives: one in respect of employees of Velocys Technologies Limited and one in respect of employees of Velocys, Inc. Under both schemes, the value of the bonus was based upon the executive’s salary as well as the Company and the executive achieving certain targets throughout the year. No awards were, or will be, made under these schemes during, or in respect of, 2019 and 2018. www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 60 60 Notes to the consolidated financial statements (continued) 15. Share-based payments (continued) The Velocys Technologies Limited bonus share scheme awarded nominal value share options (1p) that were issued subsequent to the end of previous financial years. The awards vested on the date of grant and expire 10 years thereafter. Details of the bonus shares outstanding under the Velocys Technologies Limited bonus share scheme are as follows. At 1 January Forfeited At 31 December Exercise price 1.00p 1.00p 1.00p 2019 Number of options 79,760 (42,105) 37,655 Exercise price 1.00p – 1.00p Velocys Technologies Limited bonus share options outstanding at the end of the year have the following expiry dates. Year of expiry 2019 2021 Total Exercise price 1.00p 1.00p 1.00p 2019 Number of options – 37,655 37,655 2018 Number of options 79,760 – 79,760 2018 Number of options 42,105 37,655 79,760 The Velocys, Inc. bonus share scheme consists of deferred shares awarded subsequent to year end at a nominal price of 1p. 20% of the award is due to be granted on each anniversary of the date of award. Shares remaining to be granted in future years totalled 16,418. No bonus share grants were made for either scheme in 2019 (2018: nil). All expense has been recognised prior to 2018. Other share options The Board has approved the granting of share options to a small number of consultants (non-employees) who provide a strategic service to the business. Options are granted either in respect of a completed service period, in which case they vest immediately, or in respect of a future service period, in which case they vest over periods of up to three years. They expire after ten years. Exercise prices range from £nil to the mid-market value of Velocys plc’s ordinary shares on the day prior to grant. Options are fair valued at grant date using the Black- Scholes model (which is not the fair value of goods and services received). For a completed service period, fair value is expensed over the service period plus the vesting period, for a future service period, fair value is expensed over the vesting period. Movements in the number of consultants’ share options outstanding and their related weighted average exercise prices are as follows. At 1 January Granted Exercised At 31 December Weighted average exercise price 104.15p – – 104.15p 2019 Number of options 212,625 – – 212,625 Weighted average exercise price 104.15p – – 104.15p 2018 Number of options 212,625 – – 212,625 Of the options issued to consultants and outstanding at 31 December 2019, 212,625 were exercisable (2018: 212,625). The weighted average exercise price of the exercisable shares was 104.15p (2018: 104.15p). Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 61 61 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s Share options outstanding at the end of the year have the following expiry dates and exercise prices. Year of expiry 2023 2024 2025 Total Range of exercise price Number of options 1.00 – 53.10p 145.25p 105.25 – 143.50p 1.00 – 145.25p 29,500 21,375 161,750 212,625 2019 Weighted average exercise price 53.10p 145.25p 108.03p 104.15p 2018 Weighted average exercise price 53.10p 145.25p 108.03p 104.15p Number of options 29,500 21,375 161,750 212,625 No options have been granted to consultants in respect of 2019 and 2018. The share-based payment expense for the year includes a cost of £nil (2018: £2,000) relating to options granted to consultants. Share-based payments charge The total charge for share-based payments during the year was £82,000 (2018: £58,000) of which £23,000 (2018: £32,000) relates to options granted to directors and the remainder to other employees. 16. Loss per share The basic loss per share is calculated by dividing the loss attributable to owners of the parent company by the weighted average number of ordinary shares in issue during the year. Loss attributable to owners of Velocys plc (£’000s) Weighted average number of ordinary shares in issue Basic and diluted loss per share (pence) 2019 2018 (9,615) 507,218,656 (30,583) 341,867,109 (1.90) (8.95) Diluted loss per share is calculated by adjusting the weighted average number of shares in issue to assume conversion of all potential dilutive shares. Share options have not been included in the number of shares used for the purpose of calculating diluted loss per share since these would be anti-dilutive for the period presented. At the end of 2019 and 2018 there were no other potentially dilutive instruments (see note 27). Details of share options are given in note 15. 17. Intangible assets Significant accounting policies Cost or valuation and amortisation In-process technology Development costs, where the related expenditure is separately identifiable and measurable, and management are satisfied as to the ultimate technical and commercial viability of the project and that the asset will generate future economic benefit based on all relevant available information, are recognised as an intangible asset. Capitalised development costs are carried at cost less accumulated amortisation and impairment losses. Amortisation is charged over periods expected to benefit, typically up to 20 years, commencing with launch of the product. Development costs not meeting the criteria for capitalisation are expensed as incurred. Patents, licences and trademarks Patents and trademarks are recorded at cost less accumulated amortisation and impairment losses. Amortisation is charged on a straight-line basis over a period of 20 years, which is their estimated useful economic life. Residual values and useful lives are reviewed annually and adjusted if appropriate. The Company decided to abandon certain non-core patents in 2019 and 2018. This resulted in a loss on disposal of patents of £187,000 (2018: loss of £627,000). Software Purchased software is recorded at cost less accumulated amortisation and impairment losses. Amortisation is charged on a straight- line basis over its estimated useful life or its license period, whichever is the shorter. Impairment Intangible assets are reviewed for impairment annually and whenever events or changes in circumstances indicate their carrying value may not be recoverable. To the extent carrying value exceeds recoverable amount, the difference is recognised as an expense in the income statement. The recoverable amount used for impairment testing is the higher of value in use and fair value less costs of disposal. For the purpose of impairment testing, assets are generally tested individually or at a Cash Generating Unit (“CGU”) level which represents the lowest level for which there are separately identifiable cash inflows that are largely independent of cash inflows from other assets or groups of assets. The Company has one CGU on the basis that the key end use market is that of synthetic fuels production. At this stage, the synthetic fuels segment represents 100% of the business and therefore represents the only material www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 62 62 Notes to the consolidated financial statements (continued) 17. Intangible assets (continued) Significant accounting policies (continued) Cost or valuation and amortisation (continued) Impairment (continued) segment. Based on management’s judgement, all products and services offered within the operating segment have similar economic characteristics. An impairment loss in respect of Goodwill is not reversed. An impairment loss in respect of intangible assets (excluding Goodwill) is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the loss was recognised, or if there has been a change in the estimate used to determine the recoverable amount. A loss is reversed only to the extent that the asset’s carrying amount does not exceed that which would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Were the fair value of the business to change in the coming twelve months, due to an increase or further decrease in the market capitalisation of Velocys plc, the impairment disclosed in this note would be reversed or the Company’s assets would be further impaired accordingly. Upon analysis performed at 31 December 2019, the Company determined that no reversal of prior year impairments was required or additional impairment required. This assessment also considered the operating performance of the Company during 2019 which included progress being made on our reference projects, new funding obtained and customer agreements signed. This 2019 performance, including both negative and positive factors, was also not considered indicative of incremental impairment or reversal of previous impairment. Critical estimates and judgements In assessing whether there is any indication that an asset may be impaired, an entity shall consider, as a minimum, a number of indicators of potential impairment. In 2019, the Company considered:  At 31 December 2019, if the carrying amount of the Company’s net assets exceeded Velocys plc’s market capitalisation;  Significant decreases in the market price of the asset; and  Significant adverse changes in the extent or manner in which an asset is being used. Based on the 2019 analysis, the Company concluded that no impairment or reversal of previous impairment was required with reference to the 31 December 2019 parent company equity based valuation. To assess the recoverability of the intangible assets, the recoverable amount is calculated at a CGU level, which represents the lowest level for which there are separately identifiable cash inflows that are largely independent of cash inflows from other assets or groups of assets. As detailed in the accounting policy set out above, the Company is considered to operate as a single CGU. Due to the stage of the Company’s strategy, its biorefinery development plans are still too early to provide reliable revenue forecasts for long-term discounted cash flow analysis. Consequently, the CGU’s recoverable amount has been determined based on its fair value less costs of disposal (fair value), by reference to the total value of the parent company’s equity based on the AIM-listed shares of the parent company, consistent with the impairment assessment performed in the prior year. 2019 Cost At 1 January 2019 Additions Disposals Foreign exchange movement At 31 December 2019 Accumulated amortisation and impairment At 1 January 2019 Charge for the year Disposals Foreign exchange movement At 31 December 2019 Net book amount At 31 December 2019 Goodwill £’000 In-process technology £’000 Patents, licence and trademarks £’000 Software £’000 7,398 – – – 7,398 7,398 – – – 7,398 – 23,681 – – – 23,681 23,681 – – – 23,681 1,580 394 (291) (85) 1,598 1,223 112 (104) (77) 1,154 – 444 96 – – – 96 96 – – – 96 – Total £’000 32,755 394 (291) (85) 32,773 32,398 112 (104) (77) 32,329 444 Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 63 63 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 2018 Cost At 1 January 2018 Additions Disposals Foreign exchange movement At 31 December 2018 Accumulated amortisation and impairment At 1 January 2018 Charge for the year Disposals Foreign exchange movement At 31 December 2018 Net book amount At 31 December 2018 Goodwill £’000 In-process technology £’000 Patents, licence and trademarks £’000 Software £’000 7,398 – – – 7,398 7,398 – – – 7,398 – 23,681 – – – 23,681 23,681 – – – 23,681 2,159 349 (956) 28 1,580 1,404 96 (329) 52 1,223 – 357 96 – – – 96 96 – – – 96 – Total £’000 33,334 349 (956) 28 32,755 32,579 96 (329) 52 32,398 357 18. Property, plant and equipment Property, plant and equipment is stated at historical cost, net of depreciation and any provision for impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to working condition for its intended use. Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, which for plant and machinery is three to ten years. No depreciation is provided on land or assets under construction. Residual values and useful lives are reviewed annually. Values are estimated using benchmark prices at the balance sheet date; useful lives are estimated based on management expectations of future project requirements and operational assessment of the state of assets. Assets are reviewed for impairment annually and also whenever events or changes in circumstances indicate their carrying value may not be recoverable. To the extent the carrying value exceeds the recoverable amount, the difference is recorded as an expense in the Income statement. The recoverable amount used for impairment testing is the higher of the value in use and fair value less costs of disposal. For the purpose of impairment testing, assets are generally tested individually or at a CGU level, which represents the lowest level for which there are separately identifiable cash inflows, which are largely independent of cash inflows from other assets or groups of assets. Property, plant and equipment were included in the list of items to which an impairment was considered but nothing applied subsequent to the impairment review (see note 17). An impairment loss in respect of property, plant and equipment would be reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the loss was recognised, or if there has been a change in the estimate used to determine the recoverable amount. A loss is reversed only to the extent that the assets carrying amount does not exceed that which would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 64 64 Notes to the consolidated financial statements (continued) 18. Property, plant and equipment (continued) Expenditure funded by research partners is only capitalised where there are no significant rights acquired by the third party over the asset and the asset has a clear enduring use beyond the specific funding project, these are regularly reviewed. 2019 Cost At 1 January 2019 Additions Disposals Transfers to plant and machinery Foreign exchange At 31 December 2019 Accumulated depreciation and impairment At 1 January 2019 Charge for the year Impairment Transfer to plant and machinery Foreign exchange At 31 December 2019 Net book amount At 31 December 2019 2018 Cost At 1 January 2018 Additions Disposals Transfers to plant and machinery Foreign exchange At 31 December 2018 Accumulated depreciation and impairment At 1 January 2018 Charge for the year Disposals Foreign exchange At 31 December 2018 Net book amount At 31 December 2018 Assets under construction £’000 51 476 (4) (16) 25 532 31 – – 2 33 499 Assets under construction £’000 532 621 – (171) – 982 33 – – (33) – – 982 Lease Assets £’000 – – – – – – – – – – – – Land £’000 1,285 – – – 14 1,299 706 – 439 – (3) 1,142 157 Land £’000 1,212 – – – 73 1,285 666 – – 40 706 579 Plant and machinery £’000 7,841 158 – 171 111 8,281 7,100 568 – 33 (15) 7,686 Total £’000 9,658 779 – – 125 10,562 7,839 568 439 – (18) 8,828 595 1,734 Plant and machinery £’000 8,731 33 (1,492) 16 553 7,841 7,496 563 (1,466) 507 7,100 Total £’000 9,994 509 (1,496) – 651 9,658 8,193 563 (1,466) 549 7,839 741 1,819 As at 31 December 2019, the Company had not entered into any contractual commitments for the material acquisition of property, plant and equipment. 19. Leases The Company leases certain building and equipment under non-cancellable leases with varying lease terms. Until the 2018 financial year, leases of property, plant and equipment were classified as either finance leases or operating leases under the principles of IAS 17 Leases. As a result of the adoption of IFRS 16 on 1 January 2019, the company recognised a right-of-use asset and a lease liability on the Balance Sheet. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 January 2019. The weighted average lessee’s incremental borrowing rate applied to the lease liabilities on 1 January 2019 was approximately 21%. The Company is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset. Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 65 65 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. Building leases are typically for a fixed period of time but may have extension options. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The associated right-of-use assets for property leases were measured on a retrospective basis as if the new rules had always been applied. Other right-of-use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognised in the balance sheet as at 31 December 2018. There were no onerous lease contracts that would have required an adjustment to the right-of-use assets at the date of initial application. To determine the incremental borrowing rate, the Company uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases, which does not have recent third party financing, and makes adjustments specific to the lease, e.g. term, country, currency and security. The Company is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset. Interest expense (included in finance costs) was £196,000 (2018: £nil). Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. Impairment of right-of-use assets is accounted for under IAS 36. Payments associated with short-term leases and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Expense related to short term leases and lease of low-value was £2,000 (2018: £nil) and were included in administrative expenses. Critical estimates and judgements Leases – Estimating the incremental borrowing rate The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (“IBR”) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Company ‘would have to pay’, which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency). The Company estimates the IBR using a build-up approach as stated above. The incremental borrowing rate is not sensitive to changes as a 10% movement in the IBR does not have a material impact on the lease liability. Leases – Determining the lease term of contracts with renewal and termination options The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised. The Group has several lease contracts that include extension and termination options. The Group applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate. www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 66 66 Notes to the consolidated financial statements (continued) 19. Leases (continued) The balance sheet presents the following amounts relating to its right-to-use assets: Cost At 1 January 2019 Additions Foreign exchange At 31 December 2019 Accumulated depreciation At 1 January 2019 Charge for the year Foreign exchange At 31 December 2019 Net Book value At 31 December 2019 Equipment £’000 Buildings £’000 168 – – 168 – 63 – 63 105 870 208 18 1,096 – 351 14 365 731 Total £’000 1,038 208 18 1,264 – 414 14 428 836 Additions to right-to-use assets during 2019 were £208,000 relating to the Company’s relocation to the Oxford Science Park. Lease liability Current Non-Current 31 December 2019 £’000 1 January 2019 £’000 581 343 924 409 629 1,038 20. Investment in associate The Company carries nil value for an Investment in associate. Previously the Company recorded an investment related to Velocys’ holding in ENVIA Energy, LLC (“ENVIA”), a US company and the holding company for the project located in Oklahoma (the “ENVIA project”). The Company first invested in ENVIA in 2014 as entry into a joint venture to develop GTL plants in the US using a combination of renewable biogas (including landfill gas) and natural gas. In 2018 the Company impaired the investment in ENVIA to nil value due to the decision by the Board of Managers of ENVIA to shut down the operations in Oklahoma. Investment in associate At 1 January Share of loss Impairment Foreign exchange At 31 December 2019 £’000 – – – – – 2018 £’000 2,580 (1,717) (848) (15) – 21. Trade and other receivables Trade receivables represent assets that are held for collection of contractual cash flows and those cash flows represent solely payments of principal and interest. Other receivables consist of vendor deposits and deferred costs associated with an ongoing project. At 31 December 2019, deferred costs represented £1,054,000 (2018: £281,000) and are principally related to the Red Rock project. Also included in the Trade and other receivables are prepaid costs of £447,000 (2018: £925,000) and VAT receivables in the amount of £99,000 (2018: £91,000). Trade receivables of £37,000 (2018: £6,000) are considered not material and, in general, are collected within 45 days of invoice date. Loan receivable represents the outstanding loan and related interest associated with the loan to ENVIA at the end of 2018. The interest receivable associated with the ENVIA loan is calculated using the effective interest rate method. The Company’s trade receivables and loan receivable are classified and measured at amortised cost. Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 67 67 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s In April 2019, the Company completed negotiations with the remaining partners and site landlord on a wind-down for ENVIA. In the wind-down, ENVIA released the site to the landlord and sold certain assets, the proceeds of which were used to fund wind-down operations and repay £3.4m against part of ENVIA’s outstanding secured loan obligation to the Company. This is considered a best outcome under the circumstances for the total loans made of £15.8m and a positive result from the activity with ENVIA, including all the operating and management data secured from the operation of this full scale operational FT plant. Trade and other receivables – non-current Trade and other receivables – current Loan receivable Total 2019 £’000 – 1,637 – 1,637 2018 £’000 281 930 3,474 4,685 Critical estimates and judgements The Company applies the IFRS 9 simplified approach to measuring Expected Credit Loss (“ECL”), which uses a lifetime expected loss allowance for trade receivables. To measure the ECL, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The Company will adjust its analysis based on the historical credit loss. The Company’s historical credit loss experience may also not be representative of customer’s actual default in the future. As part of the ECL analysis, it was noted that trade receivables are considered to be both short term and low credit risk and as such any provision would be trivial. At 31 December 2019, the Company performed an ECL analysis with respect to trade receivables and no additional impairment was recorded. As at the end of 31 December 2018, performed an updated ECL analysis, where the company recorded an additional impairment on a lifetime ECL basis of £10.1m taking the total provision to £12.3m. The outstanding balance on the loan at 31 December 2018 was therefore £3.4m. As detailed above, negotiations were concluded in respect of ENVIA with relevant parties in May 2019, where the remaining balance settled. Impairment losses are presented in administrative expense in the Consolidated income statement. 22. Inventories Inventories are stated at the lower of cost or net realisable value less provision for impairment. Cost is determined on a first-in, first- out basis and includes transport and handling costs. In the case of manufactured products, cost includes all direct expenditure including production overheads. Where necessary, provision is made for obsolete, slow-moving and defective inventories. Items purchased for use in externally funded research and development projects are expensed to that contract immediately. Items held for the Company’s own development are also expensed when acquired. Items purchased for ongoing commercial sale are held in inventory and expensed when used or sold. Raw materials and consumables Work in progress Finished goods Total 2019 £’000 1,782 1,550 – 3,332 2018 £’000 1,043 – 395 1,438 Raw material and consumables consist primarily of material that will be consumed in the manufacturing of reactors and catalyst. Work in progress consist of labour associated with the manufacturing of reactors. In 2019, the Company recognised £73,000 (2018: £194,000) of inventory in Cost of sales in the consolidated income statement. In 2019, the Company recognised a provision of £408,000 (2018: £nil) related to slow moving inventory in the Administrative expenses line of the consolidated income statement. In 2019, the Company recognised a provision of £38,000 related to the manufacturing of two cores which didn’t meet the Company specifications. In 2019, the Company reversed a 2017 impairment of a reactor in inventory for the amount of £352,000. This reactor was delivered to a customer in 2019 and is presented as inventory on the 2019 Consolidated balance sheet until the performance obligations, defined under IFRS 15, is met. This reactor has been reclassed to deferred costs as it relates to the Red Rock project. The reversal of the impairment in inventories was partially offset by the impairment of test reactors in the amount of £123,000. There were no impairments recorded with respect to inventory in 2018. www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 68 68 Notes to the consolidated financial statements (continued) 23. Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less. Cash and cash equivalents Total Cash and cash equivalents is denominated in UK sterling, Euros and US dollars as follows. Cash and cash equivalents UK sterling denominated US dollar denominated Euro denominated Total 24. Trade and other payables: current Trade payables Other taxation and social security Accruals Total 2019 £’000 4,797 4,797 2019 £’000 3,783 927 87 4,797 2019 £’000 333 45 953 1,331 2018 £’000 6,964 6,964 2018 £’000 5,130 1,733 101 6,964 2018 £’000 853 395 1,770 3,018 Due to their short maturity, the fair value of trade and other payables is not considered to be materially different to their carrying values, based on discounted cash flows. All trade payables are due in 60 days or less (2018: 60 days or less). 25. Trade and other payables: non-current Accruals Total 2019 £’000 – – 2018 £’000 90 90 The fair values of trade and other payables are not considered to be materially different to their carrying values. 26. Financial instruments On 1 January 2018, the Company adopted IFRS 9, which replaces the provisions of International Accounting Standard 39, “Financial Instruments: Recognition and Measurement” (“IAS 39”), that relate to the recognition, classification and measurement of financial assets and financial liabilities, derecognition of financial instruments, impairment of financial assets and hedge accounting. Financial assets Financial assets are classified upon initial recognition and the classification based on the guidance in IFRS 9. In accordance with IFRS 9, the Company classifies its financial assets at amortised cost only if both of the following criteria are met: (i) the asset is held within a business model with the objective of collecting the contractual cash flows and (ii) the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. The Company holds cash, trade receivables and loan receivables at amortised cost in accordance with IFRS 9. The Company’s principal financial asset is Cash and cash equivalents. From time to time it also holds short-term investments, which are cash deposits on fixed terms of interest for more than three months. Loans and receivables also includes Trade and other receivables (see note 21) which are classified as both non-current assets and current assets. Other receivables consists of deferred costs which are outside of the scope of IFRS 9. At 31 December 2019, there were £nil (2018: £281,000) non-current Trade and other receivables. Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 69 69 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s Financial liabilities Financial liabilities are classified in accordance with IFRS 9. The financial liabilities of the Company are measured at amortised cost. Financial liabilities at amortised cost Financial liabilities at amortised cost includes Trade payables, all of which are current liabilities (see note 24) as well as Borrowings and Finance leases. Trade payables are stated at fair value and subsequently held at amortised cost using the effective interest method. Under Borrowings, interest bearing loans and overdrafts are initially recorded at the fair value of proceeds received net of direct issue costs, and thereafter at amortised cost. Finance charges, including premiums payable on settlement or redemption and direct issue costs, are recognised in the income statement using the effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise. Financial risks The Company’s exposure to various risks associated with the financial instruments is discussed below. Liquidity The Company’s cash usage is significant versus prospective future cash inflows and Velocys is reliant on the support of a small group of major shareholders and project partners. The timing of cash flows is difficult to predict given the long development time and reliance on external parties. The Board recognises that further funding will be needed. Note 2 discusses uncertainties surrounding the extent and composition of future funding. The Company has recently received commitment of investment from strategic project partners in April 2020, from which the likelihood of additional financing from current and new shareholders is created. Equity forms the basis of the Company’s capital. Its objectives when managing this capital are:  To secure its ability to continue as a going concern.  To keep its cost of capital low through an optimised capital structure.  To preserve sufficient funds to protect it against unforeseen events and risks.  To be in a position to take advantage of opportunities that can deliver a return to shareholders. The Company’s revenue stream relies on projects incorporating its technology, securing project finance. The Company’s strategy is to take a pro-active role in this process even though two of its customers’ project in 2019 were started independently from the Company’s activities in 2019. It is actively engaging with banks and financial advisors with high levels of expertise in project financing to support the financing plans for the types of projects it is developing. Cash flow forecasts are regularly reviewed, cash balances are held immediately available as necessary, and surplus funds are placed on time deposits of varying duration. With the completion of the July 2020 fundraise, the Company maintains sufficient cash balances to meet anticipated requirements. However, additional income may come from one, or a combination of, the following sources, with agreements being actively sought from third parties:  Additional third-party license sales, similar to the Red Rock Biofuels project.  The realisation of certain assets and the selling of non-core intellectual property.  Additional strategic investment of development capital into either or both of Altalto Immingham Project and the Mississippi Biorefinery Project, which are expected during 2020 and the first half of 2021.  UK or USA Government loans or grants. Please see note 33 for additional information regarding the completion of the July 2020 fundraise. Exchange rates A proportion of commercial activity and development costs are US-dollar denominated. Where possible, revenue is received in US dollars to act as a natural hedge against this exposure. Additionally, a proportion of liquid assets are held in US dollars. It should be noted that the functional currency for Velocys plc is GBP as it is traded on the AIM market and head quartered in the UK. Currently all new equity based fund raises are completed in the UK and made in GBP. The use of financial derivatives is governed by Company policies, which are approved by the Board of directors, and which provide a set of written principles for the management of these risks. At 31 December 2019, there were no financial derivatives (2018: £nil). The table below illustrates the Company’s sensitivity to changes in the US dollar exchange rate at the balance sheet date. The analysis covers only financial assets and liabilities. GBP:USD exchange rate +/- 10% Income statement £’000 62 2019 Equity £’000 (100) Income statement £’000 84 2018 Equity £’000 (212) www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 70 70 Notes to the consolidated financial statements (continued) 26. Financial instruments (continued) Exchange rates (continued) The Company’s exposure to foreign currency risk at the end of the reporting period, expressed in currency units, was as follows: Trade receivables Trade payables Debt 2019 USD £’000 37 201 – GBP £’000 6 – – 2018 USD £’000 – 814 289 Credit The Company’s credit risk is primarily attributable to its trade receivables, which are concentrated in a small number of high value customer accounts. This risk is managed by carrying out relevant financial checks on customers, and where necessary, requiring letters of credit or advance payments. The credit risk of liquid funds is limited through a Company treasury policy, maintained to ensure that liquid assets are only placed with highly-rated institutions, and that the spread of such assets restricts exposure to any one counterparty. Risk is assessed using an external credit rating agency’s long-term ratings. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above. Interest rates Variations in interest rates affect only Velocys’ cash holdings, as its borrowing were payable at a fixed rate. The Company has no borrowings, other than lease liabilities, as 31 December 2019. As far as the cash flow forecast allows for certainty, funds are placed on fixed rate deposits. The effect of interest rates on exchange rates is not anticipated. Financial assets are as follows. Assets Trade and other receivables excluding non-financial assets Cash and cash equivalents Total Assets Trade and other receivables excluding non-financial assets Cash and cash equivalents Total Assets at amortised costs £’000 Assets at fair value through profit or loss £’000 37 4,797 4,834 – – – Assets at amortised costs £’000 Assets at fair value through profit and loss £’000 1,198 6,964 8,162 – – – 31 December 2019 Total £’000 37 4,797 4,834 31 December 2018 Total £’000 1,198 6,964 8,162 Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 71 71 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s The credit risk of short-term investments, and cash and cash equivalents is summarised in the following table. Short-term bank deposits, cash at bank and in hand Aa1 Aa2 Aa3 A1 A2 Total Aa2 Financial liabilities are as follows. £’000 – – 1,498 3,299 – 4,797 – 2019 % – – 31 69 – 100 – £’000 517 – 4,064 24 2,359 6,964 – 2018 % 7 – 59 – 34 100 – Liabilities as per balance sheet Trade and other payables excluding non-financial liabilities Accruals Lease liabilities Total Liabilities as per balance sheet Borrowings Trade and other payables excluding non-financial liabilities Accruals Total The contractual maturity of financial liabilities is as follows. Within one year Within two to five years Total 31 December 2019 Financial liabilities at amortised cost £’000 378 953 924 2,255 Total £’000 378 953 924 2,255 31 December 2018 Financial liabilities at amortised cost £’000 289 1,248 1,770 3,307 2019 £’000 1,912 343 2,255 Total £’000 289 1,248 1,770 3,307 2018 £’000 3,108 – 3,108 The financial liabilities payable with one year, consisting primarily of trade payables and year end accruals, will be paid in accordance with the terms of the agreements, generally 30 to 60 days. 27. Called up share capital and reserves Share capital and share premium include ordinary shares in Velocys plc issued to shareholders and options that have been exercised by employees and associated consultants. Convertible loan note instruments (“loan notes”) issued by the Company allow the issuer the right to exchange all outstanding loan notes and all accrued interest thereon for equity in the parent company. The Company assesses whether the loan notes and the www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 72 72 Notes to the consolidated financial statements (continued) 27. Called up share capital and reserves (continued) conversion feature should be classified as a financial liability or equity instrument. In making this assessment the Company assesses whether there is an obligation for the Company to: a) deliver cash to another entity; or to exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the Company (as the issuer); and b) if the instrument will or may be settled in the issuer’s own equity instruments it is: (i) a non-derivative that includes no contractual obligation for the Company to deliver a variable number of its own equity instruments; or (ii) a derivative that will be settled only by the Company exchanging a fixed amount of cash or another financial asset for a fixed number of its own equity instruments. If these criteria are met, the loan notes will be recorded as an equity instrument. In 2018, the £18,000,000 loan notes issued in May 2017 were settled. At 1 January 2018 Proceeds from share issues Convertible loan notes Interest on convertible loan notes At 31 December 2018 Proceeds from share issues At 31 December 2019 * All shares have been issued, authorised and fully paid. Number of shares* (thousands) Ordinary shares (restated) £’000 146,860 243,463 18,000 2,100 410,423 233,333 643,756 1,468 2,435 180 22 4,105 2,333 6,438 Share Premium (restated) £’000 149,964 20,205 8,820 1,027 180,016 4,240 184,256 Convertible loan/ ’other’ reserve £’000 9,421 – (9,000) (421) – – – The presentation of called up share capital and share premium in the period December 31, 2018 has been restated with respect to a calculation error in the amount of £2,192,000. Prior to the restatement, at 31 December 2018 called up share capital was £1,913,000 and share premium was £182,208,000. The restatement resulted in an increase in called up share capital and a decrease in share premium. In July 2019 Velocys announced a gross fundraise of £7.0 million (£6.6 million net of fees and expenses). This constituted a firm placing of Ordinary shares. The firm placing was of 233,333,335 Ordinary shares at a price of £0.03 with existing and new shareholders. These shares represented 57% of the enlarged Ordinary share capital. In January 2018 Velocys announced a gross fundraise of £18.4 million (£16.8 million net of fees and expenses). This constituted a firm placing of Ordinary shares and a conditional placing of Ordinary shares. The firm placing was of 139,605,000 Ordinary shares and the conditional placing was of 44,057,946 Ordinary shares, both at a price of £0.10 with existing and new shareholders. These shares represented 55.5% of the enlarged Ordinary share capital. In August 2018 Velocys announced a gross fundraise of £6.0 million (£5.6 million net of fees and expenses). This constituted a firm placing of Ordinary shares and a conditional placing of Ordinary shares. The firm placing was of 30,000,000 Ordinary shares at a price of £0.10 with existing and new shareholders. These shares represented 14.4% of the enlarged Ordinary share capital. In November 2018, the 18,000,000 loan notes that were issued in 2017 to two of Company’s largest shareholders matured; as such the Company issued 20,100,000 shares. The Company issued 420,000 of shares to HMRC related to the £1.1 million of interest expense associated with the loan notes. A total of 56,870,395 (2018: 7,045,796) options to subscribe for ordinary shares of Velocys plc have been granted and are outstanding at 31 December 2019 under the employee options schemes operated within the Company and contracts for options granted to a limited number of consultants. Details are given in note 15. Reserves Foreign exchange reserve relates to the exchange differences arising from the retranslation of the results and opening net assets of foreign subsidiaries. Changes in the reserve are included in other comprehensive income. The Company’s foreign exchange reserve was a credit balance of £3,289,000 (2018: a credit balance of £3,551,000). The share-based payment reserve records the IFRS 2 charge for equity settled share-based payment awards. At 31 December 2019, the Company’s share-based payment reserve was £16,225,000 (2018: £16,143,000). Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 73 73 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 28. Commitments The Company leases certain property, plant and equipment. The leases have varying terms, escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated. From 1 January 2019, the Company has recognised right-of-use assets for these leases, except for short-term and low-value leases, see note 19. At 31 December 2019, the Company did not have any short-term or low-value leases with lease term greater than one month. Future aggregate minimum lease payments Within one year Between one and five years After more than five years Total 2018 £’000 414 900 – 1,314 29. Other liabilities Other liabilities are comprised of contract liabilities related to the development funding received from industry partners related to the next stage of the UK Altalto Immingham waste-to-jet project, being £2,804,000 in 2019 (2018: £2,092,000). 30. Deferred revenue Deferred revenue consists of contract liabilities as a result of instances in which the Company’s receives payments prior to the satisfaction of the performance obligation, as defined in IFRS 15. Deferred revenue is allocated to the respective performance obligations based on relative transaction prices and is recognised as the performance obligation is satisfied. Determining the performance obligations associated with the Company contracts can require significant judgment. The Company recognised the following liabilities associated with contracts with customers: £’000 At 1 January 2018 Contract liabilities incurred Revenue recognised in the period At 31 December 2018 Contract liabilities incurred Released deferred revenue At 31 December 2019 Catalyst Reactor License 1,238 1,334 (507) 2,065 499 (533) 2,031 – 1,949 – 1,949 853 – 2,802 – 1,199 – 1,199 – – 1,199 Total 1,238 4,482 (507) 5,213 1,352 (533) 6,032 In 2019 the Company released deferred revenue in the amount of £533,000 in final settlement of the ENVIA loan receivable balance representing a recovery on the impairment recorded in 2018, see note 4. Management expects that 95% of the deferred revenue as of 31 December 2019 could be recognised as revenue in 2021 if the related performance obligations are met. 31. Related parties The participation of each of Ervington Investments Limited and Lansdowne Partners in the July 2019 Placing constitutes a related party transaction under the AIM Rules as each is a substantial shareholder (within the meaning of the AIM Rules). Ervington Investments Limited subscribed for 46,666,666 Placing Shares at the Placing Price of 3 pence per share, and Lansdowne Partners subscribed for 49,373,800 Placing Shares at the Placing Price. The Directors consider, having consulted with Numis, the Company's nominated advisor, that the terms of the related party transaction were fair and reasonable. For 2019, the Company recognised the remaining catalyst lease revenue totalling £43,000 related to a catalyst lease agreement with ENVIA, an associate in which the Company has ownership and voting rights as detailed in note 20 of the consolidated financial statements. No further activity associated with ENVIA is expected to occur going forward. For 2018, the Company recognised catalyst lease revenue totalling £534,000 related to a catalyst lease agreement with ENVIA, an associate in which the Company has ownership and voting rights as detailed in note 20 of the consolidated financial statements. As at 31 December 2018, draw downs on the loan facility had been made by ENVIA in the amount of £5,531,000. As a result of the decision of the Board of Directors of ENVIA to suspend operations at the facility, the Company fully impaired its investment in ENVIA. In addition, the Company impaired £12,341,000 related to the loan facility during 2018. Disclosures related to key management personnel can be located in the Directors’ remuneration report, see page 24. Only the executive and Non-Executive Directors are recognised as being key management personnel. www.velocys.com 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 74 74 Notes to the consolidated financial statements (continued) 32. Net debt reconciliation This section sets out an analysis of net debt and the movements in net debt for each of the periods presented. Cash and cash equivalents Borrowings Lease liabilities Net debt Cash and cash equivalents Gross debt – fixed interest rate Net debt Net debt as at 1 January 2018 Cash flows Other changes Foreign exchange adjustments Net debt as at 31 December 2018 Recognised on adoption of IFRS 16 (see note 2 and 19) Cash flows Other changes Foreign exchange adjustments Net debt as at 31 December 2019 2019 £’000 4,797 – (559) 4,238 4,797 (559) 4,238 Liabilities from financing activities Borrowings £’000 Leases £’000 Sub-total £’000 Cash/bank overdraft £’000 (541) 252 13 (13) (289) – (289) 281 1 7 – – – – – – (1,038) (1,038) 479 – – (559) (541) 252 13 (13) (289) (1,038) (1,327) 760 1 7 (559) 2,070 4,309 – 585 6,964 – 6,964 (1,304) – (863) 4,797 2018 £’000 6,964 (289) – 6,675 6,964 (289) 6,675 Total £’000 1,529 4,561 13 572 6,675 (1,038) 5,637 (544) 1 (856) 4,238 Other changes include non-cash movements, including accrued interest expense which will be presented as operating cash flows in the statement of cash flows when paid. 33. Post financial position events The following events took place after 31 December 2019. Fundraise of £21 million completed in July 2020 On 14th July 2020, the Company announced that it had completed the fund raising of £21 million (before expenses) through a Placing, Retail Offer and Open Offer. This was confirmed through a General Meeting held on 14th July 2020 and has been announced to the market. Net of expenses the Company has received £19.65m, which will ensure that it has sufficient funding to continue as a going concern for at least 12 months. The Company expects that it will receive income from other sources including customers through licensing and sales of engineering services which will extend this timeline. COVID-19 coronavirus pandemic During March 2020 both the UK and the US Governments implemented a social distancing policy, which meant that we had to close operations at our offices and sites in Oxford, Houston and Plain City and put in place a work from home policy. This has meant that it is difficult to have as many productive face to face meetings as we might have had otherwise but nonetheless progress has been made on all aspects of the business. The ongoing engineering work on the Altalto Immingham, UK biorefinery plant is continuing and to that end in February 2020 we announced the appointment of Worley as engineering partner for the development of all projects in the Velocys portfolio, including the Immingham, UK biorefinery plant. The Company’s judgement is that the extent of Government interventions in response to the COVID-19 pandemic only became apparent after the balance sheet date and represents a non-adjusting post balance sheet event. Given these events are of such significance, further explanation of the impact of COVID-19 is presented in the Strategic report section of the financial statement. Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3b_173721 Velocys R&A Pt3b 07/08/2020 11:50 Page 75 75 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s US SBA loan received In April 2020, the Company announced the approval of a $709,000 (£567,200) loan from the Pay-check Protection Program awarded by the Small Business Administration (“SBA”), a US Federal Agency. The SBA program is part of the Federal stimulus package known as the CARES (Coronavirus Aid, Relief and Economic Security) Act to offer help to small businesses in the USA during the COVID-19 crisis. This unsecured loan has been awarded to support Velocys’ US payroll costs in the short-term. It is an unsecured loan with a 2-year maturity and 0.98% interest. No interest or principal payments are due in the first six months. The loan is however eligible for “forgiveness”, becoming non-repayable upon application by Velocys after 60 days from receipt if used for retaining US employees and maintaining US payroll costs of at least this amount in the period until the end of June 2020. Velocys is confident that it will meet the criteria for this “forgiveness”. Altalto Immingham Joint Development Agreement extension In May 2020, the Company has secured a further £1m funding for the Altalto waste-to-fuels project from British Airways PLC and Shell International Petroleum Company Limited (“Shell”), payable before the end of June 2020. The proposed Altalto Immingham plant is being executed under a Joint Development Agreement (“JDA”) between British Airways, Shell, and Velocys. This JDA has now been extended as planned in order to support the continued technical and commercial development of the project. British Airways and Shell have each now been granted an option to take a one-third share in the equity capital of Altalto Limited (a subsidiary of the Company) at a strike price of £1, as a pre-cursor to a full Shareholders’ Agreement for Altalto Limited in due course. Altalto Immingham plant granted planning permission from North East Lincolnshire Council In May 2020, North East Lincolnshire Council granted planning permission for the UK’s first commercial waste-to-jet fuel plant. This means that the project can proceed through the next stages of development with the certainty of this completed. Subject to additional funding and financial close, construction is targeted to begin in 2022 and the facility could be producing fuel from 2025. Further F4C grant from the Department of Transport In June 2020, the Company announced that it has secured a further £0.5 million of grant funding for the Altalto waste-to-fuels project from the Department for Transport (DfT), under the Future Fuels for Flight and Freight Competition (F4C). Velocys was awarded a grant of £0.4m in Stage One of the F4C in 2018, and was shortlisted to receive an award in Stage Two. The DfT has now made £0.5m of the Stage Two grant available to Velocys. Velocys is one of the two remaining companies expected to receive the balance of funding in Stage Two, subject to completion of future project milestones. Delivery of Reactors and Catalyst to Red Rock Biofuels In June 2020 the Company completed the manufacturing and supply of the four reactors and associated catalyst for its customer Red Rock Biofuels. The Company invoiced £0.9 million during 2019 which was all treated as deferred revenue in accordance with IFRS 15 until the performance test is completed during commissioning of the plant in 2021. Legal disputes The Company may from time to time be involved in disputes which may give rise to claims. The Directors have considered any current matters pending against the Company, including a claim made by the bankruptcy trustee of Ventech Engineers International LLC (a former commercial partner of the Company).  Based on the information available and the facts and circumstances of any claims, the Board considers that the outcome of these will be resolved with no material impact on the Company’s financial position or results. www.velocys.com 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 76 76 Velocys plc statement of financial position as at 31 December 2019 Assets Non-current assets Investments in subsidiaries Property, plant and equipment Current assets Trade and other receivables Current income tax asset Cash and cash equivalents Total assets Liabilities Current liabilities Trade and other payables Total Liabilities Net assets Capital and reserves attributable to owners of Velocys plc Called up share capital Share premium account Share-based payment reserve Accumulated losses at 1 January Loss for the year attributable to owners Convertible loan note interest Total equity Note 9 8 10 6 11 13 13 13 2019 £’000 9,121 27 9,148 1,400 539 1,492 3,431 12,579 (1,088) (1,088) 11,491 6,438 184,256 16,225 (185,563) (9,865) – 11,491 2018 (restated) £’000 12,377 – 12,377 7 589 1,803 2,399 14,776 (75) (75) 14,701 4,105 180,016 16,143 (162,237) (22,698) (628) 14,701 The notes on pages 79 to 86 are part of these parent company financial statements. The presentation of called up share capital and share premium in the period December 31, 2018 has been restated with respect to a calculation error in the amount of £2,192,000. The restatement resulted in an increase in called up share capital and a decrease in share premium. Prior to the restatement, at 31 December 2018 called up share capital was £1,913,000 and share premium was £182,208,000. The financial statements on pages 76 to 86 were approved by the Board of directors on 5 August 2020 and signed on its behalf by: Henrik Wareborn Chief Executive Officer 5 August 2020 Company number 05712187 Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 77 77 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s Velocys plc statement of changes in equity for the year ended 31 December 2019 Called up share capital (Restated) £’000 Share premium Account (Restated) £’000 Share- based payment reserve £’000 Convertible loan note/ ‘other’ Accumulated losses £’000 reserve £’000 Total equity £’000 Balance at 1 January 2018 1,468 149,964 16,085 9,421 (162,237) 14,701 Loss for the year Foreign currency translation differences Total comprehensive expense Transactions with owners Share-based payments – value of employee services Proceeds from share issues Convertible loan notes Interest on convertible loan notes Total transactions with owners Balance at 31 December 2018 Net loss for the year Foreign currency translation differences Total comprehensive expense Transactions with owners Share-based payments – value of employee services Proceeds from share issues Total transactions with owners Balance at 31 December 2019 – – – – 2,435 180 22 2,637 4,105 – – – – 2,333 2,333 6,438 – – – – 20,205 8,820 1,027 30,052 – – – 58 – – – 58 180,016 16,143 – – – – 4,240 4,240 – – – 82 – 82 – – – (28,314) 5,616 (28,314) 5,616 (22,698) (22,698) – – (9,000) (421) (9,421) – – – – – – – – – – (628) (628) (185,563) (9,865) – (9,865) – – – 58 22,640 – – 22,698 14,701 (9,865) – (9,865) 82 6,573 6,655 184,256 16,225 –- (195,428) 11,491 The notes on pages 79 to 86 are part of these parent company financial statements. The presentation of called up share capital and share premium in the period December 31, 2018 has been restated with respect to a calculation error in the amount of £2,192,000. The restatement resulted in an increase in called up share capital and a decrease in share premium. Prior to the restatement, at 31 December 2018 called up share capital was £1,913,000 and share premium was £182,208,000. www.velocys.com 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 78 78 Velocys plc statement of cash flows for the year ended 31 December 2019 Cash flows from operating activities Operating loss before tax Depreciation of property, plant and equipment Impairment of subsidiaries Share based payments Changes in working capital Trade and other receivables Trade and other payables Cash consumed by operations Tax credit received Net cash used in operating activities Cash flow from investing activities Intercompany balances Purchase of property, plant and equipment Interest received Net cash generated from/(used in) investing activities Cash flows from financing activities Proceeds from issues of shares and convertible loan notes Costs of issuing shares and convertible loan notes Net cash generated from financing activities Net movement in cash and cash equivalents Cash and cash equivalents at beginning of year Exchange movements on cash and cash equivalents Cash and cash equivalents at end of year The notes on pages 79 to 86 are part of these parent company financial statements. Note 8 9 8 13 13 2019 £’000 (10,200) 6 3,449 16 (1,523) 1,013 (7,239) 384 (6,855) 66 (33) 53 86 7,000 (427) 6,573 (196) 1,803 (115) 1,492 2018 £’000 (33,972) – 33,288 58 (1) (113) (740) – (740) (31,365) – 5,510 (25,855) 23,065 (628) 22,437 (4,158) – 5,961 1,803 Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 79 79 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s Notes to the financial statements of Velocys plc 1. General information Velocys plc is a holding company incorporated in England and Wales and domiciled in England. It operates through a number of subsidiaries in the UK and the US, and collectively they are referred to in the financial statements as the “Company” or “Velocys”, with Velocys plc as “Velocys plc” or the “parent company”. Velocys plc is a public limited company listed on AIM. 2. Accounting policies The principal accounting policies applied in the preparation of these parent company financial statements are the same as those of the Company unless otherwise specified. The additional accounting policy for the parent company relates to the Investments in subsidiaries (see note 9). The policies have been consistently applied to each year presented unless otherwise stated. Basis of preparation The basis of preparation is the same as the Company, as set out on page 47 of the consolidated financial statements. The parent company has taken advantage of the legal dispensation contained in Section 408 of the Companies Act 2006 allowing it not to publish a separate income statement and related notes and not to publish a separate statement of other comprehensive income. The comprehensive loss for the parent company for the year was £9,865,000 (2018: loss £22,698,000). Going concern The going concern of Velocys plc is intrinsically linked to that of its subsidiaries, through which it trades in the UK and the US. The going concern basis of preparation is consistent with that set out for the Company. See page 47 of the consolidated financial statements. Accounting developments New and amended standards adopted by the Company The Company has applied the following standards and amendments for the first time for the annual reporting period commencing 1 January 2019:  IFRS 16 leases The Company also elected to adopt the following amendments early:  Annual Improvements to IFS Standards 2015 – 2017 Cycle. IFRS 16 Leases IFRS 16 was issued in January 2016. It will result in almost all leases being recognised on the balance sheet by lessees, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use leased item) and a financial liability to pay rents are recognised. The only exceptions are short-term and low-value leases. Velocys plc has reviewed all its leasing arrangements over the last year considering the new lease accounting rules in IFRS 16. The standard will primarily affect the accounting for the Company’s operating leases. Velocys plc activities as a lessor are not material and Velocys plc does not expect any significant impact on the financial statements related to lessor activities. However, there may be additional disclosures related to these activities that will be required for 2020 and subsequent years. Velocys plc has applied this standard on the mandatory adoption date of 1 January 2019. Velocys plc has applied the simplified transition approach and will not restate comparative amounts for the year prior to adoption. Right-of-use assets for property leases are measured on transition as if the new rules had always been applied. All other right-of-us assets are measured at the amount of the lease liability on adoptions (adjusting for any prepaid or accrued lease expenses). There are no other standards that are not yet effective and that would be expected to have a material impact on Velocys plc in the current or future reporting periods or on foreseeable future transactions. Financial risk management policies Financial risk management policies are set out in the Strategic report on page 12, and in note 26 of the consolidated financial statements. Capital management policies Capital management policies are set out in note 26 of the consolidated financial statements. 3. Critical accounting estimates and judgements In applying the parent company’s relevant accounting policies set out in note 2, the parent company is required to make certain estimates and judgements concerning the future. Although these estimates and judgements are based on management’s best knowledge of the amount and or timing, actual results ultimately may differ. These estimates and judgements are regularly reviewed www.velocys.com 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 80 80 Notes to the financial statements of Velocys plc (continued) 3. Critical accounting estimates and judgements (continued) and revised as necessary. The estimates and judgements that have the most significant effect on the amounts included in these financial statements are listed below and described in the relevant note. Item of critical estimate Investment in subsidiaries – impairment assessment Share based compensation Note 9 12 4. Exceptional items Items that are significant by virtue of their size or nature, which are considered non-recurring and which are excluded from the underlying profit measures used by the Board’s Executive Committee to monitor and measure the underlying performance of the parent company are classified as exceptional items. They include, for instance, impairments to the parent company’s investments in subsidiaries. Exceptional items are included within the appropriate parent company income statement category but are highlighted separately in the notes to the financial statements. The following exceptional items have been included in the income statement. Impairment of investment in subsidiaries Loans with subsidiaries Total 2019 £’000 (3,322) (127) (3,449) 2018 £’000 (33,288) – (33,288) At the end of 2019 and 2018, the parent company reviewed for impairment its investments in subsidiaries in light of the respective closing market capitalisation and concluded that an impairment was required. As a result of this analysis Velocys plc recorded an impairment of £3,322,000 (2018: £33,288,000) related to its investment in subsidiaries. 5. Revenue The Company adopted IFRS 15 on 1 January 2018, using the full retrospective transition method. The Company generates revenue through contracts with its subsidiary companies to provide a license for the use of its intellectual property associated with the catalyst and reactors both of which have been specifically designed and over which the parent company and its subsidiaries holds a significant number of patents. Royalties are invoiced and paid in accordance with the Company transfer pricing and royalties polices which states Velocys plc will share in 50% of the license fees earned by its subsidiaries. For the year ended 31 December 2019, the parent company recognised royalty revenue of £538,000 (2018: nil). 6. Income tax Current tax: R&D tax credit relating to prior years R&D tax credit relating to current year Current tax total Income tax total 2019 £’000 202 (539) (337) (337) 2018 £’000 152 (300) (148) (148) Due to the availability of losses incurred in the year, there is no charge to corporation tax. The parent company recognised £337,000 for R&D tax credits in 2019 (2018: £148,000). Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 81 81 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s The actual tax credit for the current and previous year is lower (2018: lower) than the theoretical amount that would arise using the tax rate for the reasons set out in the following reconciliation. Loss before income tax Tax calculated at domestic tax rates applicable to losses Tax effects of: Expenses not deductible for tax purposes Impairment loss not deductible for tax purposes Unutilised/(utilised) tax losses R&D tax credit Income tax total 2019 £’000 (10,200) (1,938) 2 655 1,281 (337) (337) 2018 £’000 (28,314) (5,380) 8 6,108 (736) (148) (148) The impairment loss not deductible for tax purposes represents the impairment of investment in subsidiaries as described in note 9. The applicable tax rate was 19% (2018: 19%). In the Spring Budget 2020, the Government announced that from 1 April 2020 the corporation tax rate would remain at 19% (rather than reducing to 17%, as previously enacted). This new law was substantively enacted on 17 March 2020. As the proposal to keep the rate at 19% had not been substantively enacted at the balance sheet date, its effects are not included in these financial statements. Unrecognised UK deferred tax balances have been measured at 19% (recognised: 17%). 7. Deferred tax The parent company has not recognised a deferred tax asset or liability in 2019 (2018: £nil). Unrecognised Deferred tax assets Trading losses Total 2019 £’000 (5,952) (5,952) 2018 £’000 (8,579) (8,579) At 31 December 2019, the Company had a net unrecognised deferred tax asset of £5,952,000 (2018: £8,579,000) arising from trading losses since incorporation. No recognition (2018: £nil) of the net deferred tax asset has been made at 31 December 2019 on the grounds of uncertainty over its recoverability in light of the Company’s nascent revenue streams and commitment to continued investment in the development of its biorefineries, and therefore there is no impact on the current or prior year’s income statement. All of the unrecognised deferred tax asset (2018: all) is anticipated to remain available indefinitely to offset against future taxable trading profits. 8. Property, plant and equipment Property, plant and equipment is stated at historical cost, net of depreciation and any provision for impairment. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to working condition for its intended use. Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, which for plant and machinery is three to ten years. No depreciation is provided on land or assets under construction. Residual values and useful lives are reviewed annually. Values are estimated using benchmark prices at the balance sheet date; useful lives are estimated based on management expectations of future project requirements and operational assessment of the state of assets. Assets are reviewed for impairment annually and also whenever events or changes in circumstances indicate their carrying value may not be recoverable. To the extent the carrying value exceeds the recoverable amount, the difference is recorded as an expense in the Income statement. The recoverable amount used for impairment testing is the higher of the value in use and fair value less costs of disposal. For the purpose of impairment testing, assets are generally tested individually or at a CGU level, which represents the lowest level for which there are separately identifiable cash inflows, which are largely independent of cash inflows from other assets or groups of assets. Property, plant and equipment were included in the list of items to which an impairment was considered but nothing applied subsequent to the impairment review. An impairment loss in respect of property, plant and equipment would be reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the loss was recognised, or if there has been a change in the estimate used to www.velocys.com 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 82 82 Notes to the financial statements of Velocys plc (continued) 8. Property, plant and equipment (continued) determine the recoverable amount. A loss is reversed only to the extent that the assets carrying amount does not exceed that which would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. 2019 Cost At 1 January 2019 Additions At 31 December 2019 Accumulated Depreciation At 1 January 2019 Charge for the year At 31 December 2019 Net book amount At 31 December 2019 Furniture and Fixtures £’000 Total £’000 – 33 33 – 6 6 27 – 33 33 – 6 6 27 In 2019, Velocys plc purchased furniture and fixtures for its offices. There were no property, plant and equipment in 2018. Investments in subsidiaries 9. Investments in subsidiaries are held by Velocys plc at historical cost less impairment. The net investment that the parent company has in its subsidiary undertakings is its interest in the net assets of that subsidiary. The carrying amounts of the parent company’s Investments in subsidiaries are reviewed at each balance sheet date, or when events or changes in circumstance indicate their carrying value may not be recoverable, to determine whether there is any indication of impairment. If such an indication exists, the asset’s recoverable amount is estimated. To the extent the carrying amount exceeds the recoverable amount, the difference is recorded as an expense in the Income statement. The recoverable amount used for impairment testing is the higher of the value in use and fair value less costs of disposal. An impairment loss in respect of Investments in subsidiaries is reversed if the subsequent increase in recoverable amount can be related objectively to an event occurring after the impairment loss was recognised or if there has been a change in the estimate used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed that which would have been determined if no impairment loss had been recognised. Critical estimates and judgements Assets are reviewed for impairment annually and also whenever events or changes in circumstances indicate their carrying value may not be recoverable. In assessing whether there is any indication that an asset may be impaired, an entity shall consider, as a minimum, a number of indicators of potential impairment. As set out in note 17 to the consolidated financial statements, an impairment assessment was carried out on the parent company’s investment in subsidiaries and an impairment was indicated. Velocys plc used the same basis for calculating the recoverable amount to determine the total value of the three subsidiaries held by the parent company, based on the judgement that there is limited value attributable to the parent company. The parent company has both equity and debt investments in its subsidiaries, which are compared to the recoverable amount. On this basis, the impairment assessment indicated that the carrying value of the investments in subsidiaries was higher than the recoverable amount, determined by fair value less costs of disposal. As a result, an impairment of £3,322,000 (2018: £33,288,000) was recognised in 2019. Velocys plc Annual Report and Accounts 2019 83 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 83 Impairments recorded in Velocys plc’s individual financial statements are eliminated through consolidation. 2019 Capital contributions to subsidiaries £’000 Total Capital investment in contributions to subsidiaries £’000 subsidiaries £’000 2018 Total investment in subsidiaries £’000 Investments in subsidiaries At 1 January Movement in loans Capital contributions Impairment of subsidiaries Foreign exchange At 31 December 12,377 – 66 (3,322) – 9,121 12,377 – 66 (3,322) – 9,121 14,441 – 31,365 (33,288) (141) 12,377 14,441 – 31,365 (33,288) (141) 12,377 Velocys plc has direct investments in the following subsidiary undertakings. Subsidiary undertakings Country of incorporation or principal business address Principal activity % Holding (all ordinary share capital) Velocys Technologies Limited* England and Wales Exploitation of platform catalyst technologies Velocys (USA Holdings) LLC** Ohio, USA Holding company for US subsidiaries Altalto Ltd* Velocys Projects Ltd* England and Wales England and Wales Oxford Catalysts Trustees Limited* England and Wales UK reference project operations UK reference project operations Holds assets and makes distributions in respect of employee remuneration The following companies are subsidiaries of the Company whose immediate parent is not Velocys plc. Subsidiary undertakings Country of incorporation or principal business address Velocys, Inc.** Delaware, USA Principal activity Design, development and exploitation of its microchannel technologies YellowRock GTL Services, LLC** Delaware, USA Secondment of employees to plants VMH Assets LLC** Ohio, USA Holds manufacturing assets in Ohio Altalto Immingham Holdings Ltd* England and Wales UK reference project operations Altalto Immingham Ltd* England and Wales UK reference project operations 100 100 100 100 100 % Holding (all ordinary share capital) 100 100 100 100 100 The following are dormant subsidiaries. Dormant subsidiaries Oxford Catalysts UK Limited* Velocys Project Solutions, LLC*** Velocys Renewables LLC** Ashtabula Energy, LLC*** Bayou Fuels One LLC Bradford GTL LLC*** JAB Land-Ashtabula** Susquehanna GTL LLC*** Westlake GTL, LLC** Incorporated England and Wales Delaware, USA Ohio, USA Delaware, USA Delaware, USA Delaware, USA Ohio, USA Delaware, USA Delaware, USA Immediate parent % Holding Velocys plc Velocys (USA Holdings) LLC Velocys (USA Holdings) LLC Velocys Project Solutions, LLC Velocys Projects Ltd Velocys Project Solutions, LLC Ashtabula Energy, LLC Velocys Project Solutions, LLC Velocys (USA Holdings) LLC 100 100 100 100 100 100 100 100 100 * Located at Magdalen Centre, Robert Robinson Avenue, The Oxford Science Park, Oxford, OX4 4GA UK. ** Located at 7950 Corporate Boulevard, Plain City, OH 43064, USA. ***Located at 2603 Augusta Drive, Suite 1175, Houston, TX 77057, USA. www.velocys.com 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 84 84 Notes to the financial statements of Velocys plc (continued) 10. Trade and other receivables Trade and other receivables – current Amounts due from group undertakings Total 2019 £’000 58 1,342 1,400 Amounts due from group undertakings consists of loans with subsidiaries. All amounts are unsecured and have one year terms, renewable on an annual basis then being repayable on demand. Interest is charged on all intercompany loans at 5%. 11. Trade and other payables: current Trade payables Accruals Amounts due to group undertakings Total 2019 £’000 62 135 891 1,088 2018 £’000 7 – 7 2018 £’000 2 73 – 75 Due to their short maturity, the fair value of trade and other payables is not considered to be materially different to their carrying values, based on discounted cash flows. All trade payables are due in 60 days or less (2018: 60 days or less). Amounts due to group undertakings consists of loans with subsidiaries. All amounts are unsecured and have no fixed date of repayment. Interest is charged on all intercompany loans at 5%. 12. Financial instruments Financial assets Velocys plc classifies, measures and accounts for its financial assets in the same way as the Company as a whole (see note 26 to the consolidated financial statements). Financial risks The risks that the parent company faces are intrinsically linked to those of the Company, see note 26 to the consolidated financial statements. No mitigation of this risk is taken at parent company level. Financial assets are held at amortised costs and are as follows. 31 December 2019 Assets at amortised costs £’000 1,492 53 1,342 31 December 2018 Assets at amortised costs £’000 1,803 7 Assets Cash and cash equivalents Trade and other receivables excluding non-financial assets Loans receivable from subsidiaries Assets Cash and cash equivalents Trade and other receivables excluding non-financial assets Velocys plc Annual Report and Accounts 2019 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 85 85 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s Liabilities Trade and other payables excluding non-financial liabilities Loans payable to subsidiaries Liabilities Trade and other payables excluding non-financial liabilities 31 December 2019 Financial liabilities at amortised cost £’000 62 891 31 December 2018 Financial liabilities at amortised costs £’000 88 In 2019 and 2018, no share options were exercised which result in no obligation for the Company to fund the Employee Benefit Trust. For additional information related to Share-based payments, see note 15 to the consolidated financial statements. 13. Share capital Disclosures in respect of share capital of the Velocys plc are provided in note 27 to the consolidated financial statements. 14. Commitments The Company has no right to use asset leases (2018: nil) and no capital commitments (2018: nil). 15. Other information Short-term employee benefits Accruals are included to reflect the cost of short-term compensation to employees for absences such as paid leave. Pensions The Company operates various defined contribution pension schemes for its employees. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefit derived from the current and prior periods. The amount charged to the Income statement in respect of pension costs and other post-retirement benefits is the contributions payable in the year. Differences between contributions payable and contributions actually paid are accrued. The Company has no further payment obligations once the contributions have been paid. In 2019, in connection with new employment agreement certain employees of the Company had their new agreements written under Velocys plc. In prior years, these employee’s employment agreement were under Velocys Technologies Ltd, in which their costs were recorded. The average monthly number of Company employees (including Executive Directors) was as follows. Administration Total average headcount Their aggregate remuneration comprised the following items. Wages and salaries Social security costs Other pension costs Share-based payments granted to directors and employee Total remuneration 2019 number 2018 number 6 6 2019 £’000 303 31 20 16 370 – – 2018 £’000 – – – – – Directors’ remuneration Details of the remuneration paid to directors of the parent company are provided in the Directors’ remuneration report on pages 30 to 34. www.velocys.com 173721 Velocys R&A Pt3c_173721 Velocys R&A Pt3c 07/08/2020 11:51 Page 86 86 Notes to the financial statements of Velocys plc (continued) 15. Other information (continued) Auditor’s remuneration Details of remuneration paid for the audit of the Company are disclosed in note 11 to the consolidated financial statements. 16. Related parties The participation of each of Ervington Investments Limited and Lansdowne Partners in the July 2019 Placing constitutes a related party transaction under the AIM Rules as each is a substantial shareholder (within the meaning of the AIM Rules). Ervington Investments Limited subscribed for 46,666,666 Placing Shares at the Placing Price of 3 pence per share, and Lansdowne Partners subscribed for 49,373,800 Placing Shares at the Placing Price. The Directors consider, having consulted with Numis, the Company’s nominated advisor, that the terms of the related party transaction were fair and reasonable. 17. Post financial position events The following events took place after 31 December 2019. Fundraise of £21 million completed in July 2020 On 14th July 2020, the Company announced that it had completed the fund raising of £21 million (before expenses) through a Placing, Retail Offer and Open Offer. This was confirmed through a General Meeting held on 14th July 2020 and has been announced to the market. Net of expenses the Company has received £19.65m, which will ensure that it has sufficient funding to continue as a going concern for at least 12 months. The Company expects that it will receive income from other sources including customers through licensing and sales of engineering services which will extend this timeline. COVID-19 coronavirus pandemic During March 2020 both the UK and the US Governments implemented a social distancing policy, which meant that we had to close operations at our offices and sites in Oxford, Houston and Plain City and put in place a work from home policy. This has meant that it is difficult to have as many productive face to face meetings as we might have had otherwise but nonetheless progress has been made on all aspects of the business.  Velocys plc Annual Report and Accounts 2019 About us Velocys is an international UK-based sustainable fuels technology company. Velocys designed, developed and now licenses proprietary Fischer-Tropsch technology for the generation of clean, low carbon, synthetic drop-in aviation and road transport fuel from waste biomass in plants currently under development and construction. Velocys is currently developing two reference projects: one in Natchez, Mississippi, USA (incorporating Carbon Capture, Utilisation and Storage) and one in Immingham, UK, to produce fuels that significantly reduce both greenhouse gas emissions and key exhaust pollutants for aviation and road transport. Originally a spin-out from Oxford University, in 2008 the company acquired a US company based on complementary technology developed at the Pacific Northwest National Laboratory. Velocys is headquartered in Oxford in the United Kingdom. www.velocys.com Directors, secretary and advisors to the Company Registered office Velocys Magdalen Centre Robert Robinson Avenue The Oxford Science Park Oxford OX4 4GA Velocys plc registration no. 05712187 Directors Philip Holland (Non-Executive Chairman) Henrik Wareborn (Chief Executive Officer) Andrew Morris (Chief Financial Officer) Sandy Shaw (Non-Executive Director) Darran Messem (Non-Executive Director) Company secretary Jeremy Gorman Nominated advisors and joint brokers Numis Securities Limited The London Stock Exchange Building 10 Paternoster Square St Pauls London EC4M 7LT Joint brokers Canaccord Genuity Limited 88 Wood Street London EC2V 7QR Registrars Link Market Services Limited The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Bankers Barclays Bank Plc Wytham Court 11 West Way Oxford OX2 0JB Investor relations Radnor Capital Partners Limited 1 King Street London EC2V 8AU Public relations Field Consulting Limited Second Floor, 38 St Martins Lane London WC2N 4ER Independent auditors PricewaterhouseCoopers LLP 3 Forbury Place 23 Forbury Road Reading Berkshire RG1 3JH 87 87 S t r a t e g i c R e p o r t C o r p o r a t e G o v e r n a n c e i F n a n c i a l S t a t e m e n t s www.velocys.com www.velocys.com Velocys plc Magdalen Centre Robert Robinson Avenue The Oxford Science Park Oxford OX4 4GA Company Number: 05712187 +44 1865 800 821 info@velocys.com www.velocys.com ANNUAL REPORT AND ACCOUNTS 2019 www.velocys.com 

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