Proton Motor Power : Annual Report of Proton Power Systems PLC 2019

Proton Motor Power Systems plc

(formerly Proton Power Systems plc)

Annual report and financial statements

Registered number 05700614

31 December 2019

Proton Motor Power Systems plc
Company number 05700614
Annual report and financial statements
Contents
PART I-Contents
Strategy and information
Chairman's statement	2
Strategic report	4
Directors' report	7
Shareholder information	11
PART II-Governance and Corporate Social Responsibility
Board of Directors	12
Corporate Governance and Corporate Social Responsibility statement	13
Nominations committee report	15
Remuneration committee report	16
Audit and internal control report	18
PART III-Financial Statements
Independent auditors' report to the members of ProtonMotor Power Systems plc	19
Consolidated income statement and statement of comprehensive income	23
Group and Company balance sheets	25
Group and Company statements of changes in equity	26
Group and Company statements of cash flows	28
Notes to the consolidated financial statements	29

Company number 05700614 Annual report and financial statements

PART I-Strategy and information

Chairman's statement

We are pleased to report our results for the year ended 31 December 2019.

Overview:

Proton Motor Power Systems plc (formerly Proton Power Systems plc) ("Proton Motor") has made further progress this year inproving its technology, building on its strategic co-operations and sales pipeline. Further investment in our manufacturing capability has put us in a stronger strategic position to capitalise in the marketplace and to deliver financial performance. We have strengthened our organisation to be able to deliver complete power supply solutions. A marked strengthening of industry and consumer demand for alternative sources of energy has been evident in the period under review. Proton Motor´s technology offer is maturing to be commensurate with this demand and is in line with the continuing commercialisation process of the group. This is further evidenced by the substantial order intake in Q1 2020, whilst the potential sales order pipeline is strong as at the date of this report, with Proton Motor submitting quotes for potential order values of a magnitude higher than that received in Q1 2020.

Highlights:

• The automated stack assembly machine from the respective EU funding project, running to November 2020, was delivered in Q2 2019. The machine was inaugurated in September 2019 by the Bavarian Minister for Economics. This will further reduce our product cost and will allow us to meet increasing demand and bring our technology quicker to the market. With a degree of further investment in the machine, annual stack production capacity can be increased to 30,000.

• Further strengthening our organisation capability within the areas of manufacturing and sales applications.

• In 2019 deliveries of fuel cell systems were made within the stationary and mobile market segments and also in the maritime segment, as demand continues to increase and become more concrete in all segments.

• In 2019 Proton Motor announced the conclusion of a Cooperation agreement with MTSA Technopower B.V. to design, manufacture and sell large power systems based on hydrogen fuel cell stacks, ranging between 0.5 MW and 10 MW.

• In 2019 Proton Motor entered into a joint venture agreement with Schäfer Elektronik GmbH whereby the two companies will integrate Proton's larger industrial fuel cells with Schäfer's power electronics, battery and hydrogenstorage systems in one integrated plug and play power unit. This unit will provide in excess of 1 MW of power to supply electric vehicle charging stations

• Inspite of the sales decrease the loss before non-cash embedded derivative movements, was reduced by 19% from £9,608k to £7,804k, as the result of favourable exchange rate movements and cost discipline in line with budget monitoring.

• At the end of April 2020 Proton Motor had order backlog at sales value amounting to £6.2m relating to deliveries to customers partially in 2020 with the remainder in 2021.

• Following the year end, a further €7.2m loan facility has been agreed to ensure operational financing into 2020.

Board and Governance:

The Proton Motor group Board is functioning well and interacting effectively with executive management contributing a good balance of skills and experience. The corporate governance framework which the group operates, including board leadership and effectiveness, board remuneration, and internal control is based upon practices which the board believes are proportionate to thesize, risks, complexity and operations of the business and is reflective of the group's values. Of thetwo widely recognised formalcodes, the Board decided in 2018 to adhere to the Quoted Companies Alliance's (QCA) Corporate Governance Code ("QCA Code") for small and mid-size quoted companies (revised in April 2018 to meet the new requirements of AIM Rule 26). Within the context of Corporate and social responsibility the Group has a continuing commitment to act ethically, to comply with all relevant regulations, and to contribute to economic development while improving the quality of life of the workforce and their families as well as of the local community and society at large. This is continuously monitored by the Executive Management and evaluated annually by the Chairman, as it is regarded that motivated and committed staff members will provide maximum value to the Group´s activities.

Company number 05700614 Annual report and financial statements

Finance:

• A 7% decrease in sales in 2019 to £769k compared to 2018 sales of £822k. Sales in 2019 were made to the stationary and mobile market segments and also include sales value of £107k in the maritime market segment.

• Inspite of the sales decrease the loss before non-cash embedded derivative movements, was reduced by 19% from £9,608k to £7,804k, as the result of favourable exchange rate movements and cost discipline in line with budget monitoring.

• At the end of April 2020 Proton Motor had order backlog at sales value amounting to £6.2m relating to deliveries to customers partially in 2020 with the remainder in 2021.

• Following the year end, a further €7.2m loan facility has been agreed to ensure operational financing into 2020.

• Cash burn from operating activities increased by 15% to a level of £6.4m in 2019, from £5.8m in 2018, including stocking up on material for the incoming order intake, partially to be delivered in 2020. Cash flow is our key financial performance target and our objective is to achieve a positive cash flow in the shortest time possible. Current contracts are quoted with up-front payments reducing reliance on working capital as we continue to invest in our manufacturing and development capability.

Outlook

In the year ahead we are focused on progressing the maturity of the group technology offer, ramping up production capacity and exploiting the current potential sales pipeline. The current outlook at the end of 2019 looking into 2020 is more optimistic than that as prevalent at the end of 2018.

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

Helmut GierseNon-Executive Chairman

19 June 2020

Company number 05700614 Annual report and financial statements

Strategic report

Business review

Proton Motor Power Systems plc and subsidiaries' ("the Group's") principal activity is the development of hydrogen fuel cellsand fuel cell hybrid systems as well as UPS and solar battery storage products through its German subsidiary Proton Motor Fuel Cell GmbH ("PM").

A fuel cell is a device that converts the chemical energy of a fuel and an oxidant into electricity. In principle, it functions like a battery but does not require recharging so long as an ongoing fuel source, such as hydrogen, is available. It also emits heat which can be used for example to support heating of passenger buses. This increases the system efficiency significantly.

Fuel cell systems are widely regarded as a potential alternative to internal combustion engines, power from fossil fuels and battery technology. Fuel cell systems produce no noxious gases and pure hydrogen fuel cells produce no harmful emissions such as carbon dioxide. There are a number of types of fuel cell, classified by the type of electrolyte used, including alkali, moltencarbonate, proton exchange membrane ("PEM"), phosphoric acid, and solid oxide. Proton Motor has selected a PEM-based fuelcell as the Directors believe that, based on the PEM's power in operation, efficiency and operating temperature, it is the only technology able to meet the overall criteria which the Group has specified for its intended commercial applications.

The Group sees a strong movement in the market from pure battery-driven to hybrid systems (fuel cells and batteries). The Group has significant know-how regarding fuel cell stacks and hybridisation. Over the years, different applications such as the Deutsche Bahn back up power solutions, the containerised 75kw power solution for Orkney Surf and Turf project, the TriHyBus in Czech Republic, the SEV Newton truck and the Alsterwasser ship in Hamburg are good examples of Proton Motor's in depth know-how.

The Group has always recognised the commercial importance and value of protecting its intellectual property ("IP") and,therefore, theneed to protect it wherever possible by way of patents and trademarks. The Group's key IP portfolio comprises amixture of granted patents, patent applications, trademarks, confidential information and know-how.

The Group undertakes comprehensive business planning to define long-term strategic objectives and goals. Annual budgets and operational plans are prepared utilising financial and non-financial Key Performance Indicators ("KPIs"). Business performanceis measured by KPIs which include monitoring of actual against budget and rolling forecasts, and R&D project status. These are reported to the Board on a monthly basis. It is difficult to disclose non-financial key performance indicators which are not commercially sensitive, such as the number of fuel cells produced and the fuel cell production cost per kW of output.

The Company began as Magnet Motor, opening its factory in 1980. The technology and application roadmap went from theworld's first triple hybrid fork lift truck to a fuel cell ship. Afterthat PM developed the triple hybrid Skoda bus in 2008. Containerised power solutions completed the application portfolio. All those applications are powered via our own fuel cell stacks, with a robust design for a long lifetime. The Company established operations close to Munich area and was one of the first German designers and manufacturers of fuel cells.

View to the future

The world is committed to protecting the environment. Cities and governments, pushed by the European Commission, must reduce inner-city pollution drastically. China fights against smog in its big cities. After Dieselgate in the US and Europe, electric vehicles with batteries are on the move. All this is generating a market for clean transport and energy. Based on that development, the world market for fuel cell products and solutions is more active than ever.

Beside pure battery solutions, hydrogen fuel cells are in focus. Corporations such as Toyota, Hyundai, and Daimler are pushing the technology forward. Fuel cells provide benefits such as fast refuelling and long range of operation. Hydrogen is reproducible and can make use of surplus energy from wind and solar power. Europe has put major funding programmes in place to set up a hydrogen infrastructure. The same is now happening in Japan, Korea and China. The Chinese government is fully committed to fuel cell technology with major regulatory and funding support.

Proton Motor has profound experience in applications in heavy duty vehicles such as buses and trucks, also in passenger vehicles, stationary power, ships and fork lifts. With less than 100 people it is relatively small but regarding IP and experience a powerful company. Proton Motor is developing its own fuel cell stacks. Systems are designed from first simulation, prototype up to final solution for volume manufacturing. Proton Motor is cooperating with German, European and China based companies in the field of fuel cell technology.

Market drivers

The Board believes the growth in the fuel cell market will be determined by the following factors:

• The ongoing depletion of fossil fuel reserves;