Half-year Report

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

18 September 2024

Proton Motor Power Systems plc

("Proton Motor", the "Company" or the "Group")

Unaudited Interim Results for the six months to 30 June 2024

Proton Motor Power Systems plc (AIM: PPS), the designer, developer and producer of fuel cells and fuel cell electric hybrid systems with a zero-carbon footprint, announces its unaudited interim results for the six months ended 30 June 2024 (the "Period" or "H1 2024") as well as an update on the Company's financing.

Status on Financing

These results are unaudited and presented on the basis that the Company remains a going concern. However, as noted in the Company's announcement issued on 22 August 2024, the Company's principal lender has indicated that it will not support the Company's working capital requirements beyond 31 December 2024, notwithstanding the €12m loan facility that was provided to the Company by the lender, as announced on 28 June 2024 (the "2024 Facility"). Whilst the directors of Proton Motor ("Directors" or "Board") are investigating alternative sources of finance there is no certainty that these discussions will result in an investment which will allow the Company to fund its working capital requirements beyond the end of the year. Since the Company remains lossmaking, in the absence of securing any such financing or being able to draw upon the 2024 Facility beyond the end of the year, there is a very high risk that the Company will not be able to operate beyond 31 December 2024 and would need to initiate an orderly wind down of its operations before then.

Operational Highlights

-      Delivery of six systems (H1 2023: 19) to customers at varying power levels from the Company´s HyModule® S8 and HyFrame® product range

-      Granted serial and operational approval for rail application of HyCabinet S24 and HyCabinet S48

-      Customer handover of first HyCabinet S24 to DB Bahnbaugruppe under the customer brand name EnerRail H024

-      Progress in the delivery of the new production facility with production planned to commence from the new facility in 2025

-      A restructuring programme has been implemented to match the business plan for the new year, based on a new total headcount of 93

Financial Highlights

-      Order intake of £0.5m (H1 2023: £1.4m) for a total order book of £2.2m at the period end (H1 2023: £3.7m), including repeat orders from existing customers and income from maintenance agreements

-      Sales of £624k in H1 2024 (H1 2023: £929k)

Antonio Bossi, Chairman of Proton Motor, commented

"Although we are seeing additional repeat orders from key customers post testing our systems, together with multiple indications at the political and market level that support and promote the massive potential of hydrogen related applications, trading during H1 2024 proved to be extremely challenging with potential customers being hesitant to make substantial investments in hydrogen fuel cells, within the current market."

For further information:

About Proton Motor Fuel Cell GmbH

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

Proton Motor serves IT, Telecoms, public infrastructure and healthcare customers in Germany, Europe and Middle East with power supply solutions for DC and AC power demand. In addition to power supply,

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

Chairman´s report

We are pleased to report our unaudited results for the six months ended 30 June 2024.

Overview

Though multiple indications are evident on a political and market level to support and promote the massive potential of hydrogen related applications, trading during H1 2024 proved to be extremely challenging, due to current economic conditions.

Finance

Proton Motor received orders for £0.5m in the first half of the year, including several repeat orders from existing customers. Repeat orders allow better production planning, including purchasing materials on more favourable terms, which is expected to support the sales margin.

Sales in H1 2024 were £624k (H1 2023: £929k), arising from 2023 and the H1 2024 order intake. 100% of system sales occurred in the stationary segment (2023: 66%)

£2.1m (2023: £1.9m) was invested in development with the primary focus of the development programme being an extension of the product life cycle and design to cost.

To ensure the cost base remains in-line with current needs, Proton Motor sought to reduce costs during the period, resulting in a decrease in the headcount to 109 full time employees at the period end (H1 2023: 115). This number is anticipated to further decrease to 93 in H2 2024, once the effects of the restructuring programme implemented in H1 2024 have taken full effect.

Excluding the impact of exchange differences, the operating loss in the first half of 2024 was £5.4m (H1 2023: £5.4m). The operating result was supported by an increase in a German R&D tax credit received during the Period, as reflected in the operating income. The funds from the tax credit are expected to be received in H2 2024.

In October 2022, the Company announced that it had signed a fifteen-year lease agreement for a modern premises, offering additional space for manufacturing, testing and development, which will improve production efficiency and overall capacity. This represents a key step in the Company strategy to reach commercialisation, with unit costs expected to decrease in line with capacity.

£511k was invested in equipment and infrastructure during the period (H1 2023: £239k). This included equipment being installed in the new premises.

Subject to securing financing for the future of the business, as described further below, the Company continues to expect production to commence from the new facility in 2025.

The lease for the new facility has been capitalised in line with IFRS 16 and is included in Right of Use Assets.

Cash burn from operating activities grew during the period to £7.3m (H1 2023: £6.8m). Cash flow remains a key financial performance indicator, with the objective of achieving positive cash flow as soon as possible. The cash position as at 30 June 2024 was £2.5m (30 June 2023: £2.7m).

In June 2024, the Company agreed a new €12.0m financing facility with its principal lenders to provide working capital for the Company up to June 2025 (the "2024 Facility"), as well as a €6.1m increase to an existing facility to retrospectively cover additional drawdowns that had taken place between February and June 2024. The principal and interest on these additional facilities is not convertible and interest is charged at EURIBOR+3%.

Current trading and outlook

It remains evident that awareness of hydrogen as an energy source of the future is increasing to a considerable extent, both amongst the public and within industry, and that the demand for associated technologies, such as fuel cells, is increasing substantially. Despite this, due to challenging current economic conditions, customers have been reluctant to commit to additional orders at this time, resulting in an extremely tough trading environment in H1 2024, which is expected to remain so, at least for the rest of H2 2024.

As noted in the announcement issued on 22 August 2024, the Company's principal lender has indicated that it will not support the Company's working capital requirements beyond 31 December 2024, notwithstanding the provision of the 2024 Facility. Whilst the Directors are investigating alternative sources of finance, there is no certainty that these discussions will result in an investment which will allow the Company to fund its working capital requirements beyond the end of the year. Since the Company remains lossmaking, in the absence of securing financing or being able to draw upon the 2024 Facility beyond the end of the year, there is a very high risk that the Company will not be able to operate beyond 31 December 2024. The Directors consider that in this scenario, they would have no option but to initiate an orderly wind down of the business and its operations and seek the cancellation of the admission of the Company's ordinary shares from trading on AIM. In order that the Company and its subsidiaries could be wound down in an orderly and solvent manner by the end of the year, the Board will start taking steps to reduce the Company's overheads immediately, including a further significant reduction in the headcount. Further updates will be provided in due course.

Antonio Bossi

Non-Executive Chairman

Share premium account

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

 Merger reserve

The merger reserve of £15,656,000 arose as a result of the acquisition of Proton Motor Fuel Cell GmbH during 2006. The merger reserve represents the difference between the nominal value of the share capital issued by the Company and their fair value at 31 October 2006, the date of the acquisition.

Reverse acquisition reserve

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

 Share option reserve

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

Notes to the interim report

 1.             Basis of preparation

These interim consolidated financial statements of Proton Power Systems plc were prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) as adopted by the European Union and with those parts of the Companies Act 2006 applicable to those companies under IFRS. They were also prepared under the historical cost convention and in accordance with IFRS interpretations (IFRICS) except for embedded derivatives which are carried at fair value through the income statement and on the basis that the Group continues to be a going concern. The condensed consolidated interim financial statements have been prepared in accordance with the accounting policies adopted in the 31 December 2023 statutory audited financial statements. No new accounting standards have been adopted by the group since preparing its last annual report.

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

The financial information for the half year ended 30 June 2024 set out in this interim report is unaudited and does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's audited statutory financial statements for the year ended 31 December 2023 have been filed with the Registrar of Companies. The independent auditor's report on those financial statements was unqualified and did not contain statements under Section 498(2) or (3) of the Companies Act 2006.

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

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

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

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

2.             Critical accounting estimates and judgements

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

Recognition of development costs

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

 Impairment of goodwill

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

 3.             Segmental information

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

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

All non-current assets are located in Germany.

4.             Share based payments

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

5.             Finance costs including exchange differences

6.             Taxation

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

7.       Profit / (Loss) per share

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

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

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