Half-year Results

Interim results summary

• Revenue £8.9m (H123: £2.0m)
• Adjusted EBITDA loss £21.0m (H123: £54.1m)*
• Cash at the end of H124 of £253.7m (H123: £317.7m)
• Robust financial performance leading to improved full-year guidance:

o Revenue confirmed;

o EBITDA positively narrowed, and;

o Cash materially improved

12-month plan successfully completed:

o Product portfolio narrowed for standardisation and volume manufacturing

o Greater capital discipline, cost reduction, and improved processes achieved

o Manufacturing and testing debottlenecked, and automation increased

• Project delivery performance improved; embraced by existing and upcoming customers
• Market reach substantially extended, opening sales opportunities in new world regions
• Strategic priorities post 12-month plan defined, reflecting the dynamic between expected long-term and near-term market development, necessitating readiness and flexibility, whilst maintaining a strong balance sheet:

o Remain at the forefront of technology, product and delivery credibility

o Scale operations whilst retaining flexibility and conserving cash

o Grow global footprint and reach whilst staying adaptable

Full details included in the interim review below

*Adjusted EBITDA is a non-statutory measure. The calculation methodology is set out in the Note 3

Dennis Schulz, CEO ITM, said: "I am pleased to report that we have completed the implementation of our 12-month plan on time. The first half of the financial year already paints the early picture of a new ITM, which starts to be reflected in our improved financial results.

We have accomplished what we set out to do in the last 12 months. Our plan successfully addressed the most pressing issues to right the ship. It has made ITM a stronger, more focussed, and more capable company. We have achieved a shift in culture, and the transformation of the company has tangibly improved our project delivery performance. We now have a strong foundation for growth.

The long-term trajectory for green hydrogen remains an unparalleled opportunity. As I reflect on the more near-term market ahead, we will be operating in a complex environment. This ranges from a massive long-term opportunity just waiting to be captured, to dynamically developing markets emerging at different speeds, and short-term macroeconomics currently slowing down market acceleration. With the unchanged need to decarbonise, demand is not reduced but simply piling up, and will cause exponential growth thereafter. The most important attributes for ITM will be readiness and flexibility, and to maintain a strong balance sheet which necessitates continued spending discipline. We will remain at the forefront of technology developments and continue to establish ourselves as the most credible OEM for commercial and especially large-scale projects."

A presentation for analysts and investors by Dennis Schulz, CEO, and Andy Allen, CFO, will be held at 9.00am GMT.

The presentation will be via the Investor Meet Company platform. Questions can be submitted pre-event via the Investor Meet Company dashboard at any time during the live presentation. Analysts and investors can sign up to Investor Meet Company for free via:

https://www.investormeetcompany.com/itm-power-plc/register-investor. Those who already follow the Company on the Investor Meet Company platform will automatically be invited.

INTERIM REVIEW

Strategic update: 12-month successfully completed

Our 12-month plan has made ITM a stronger, more focussed, and more capable company. We have put the necessary foundations in place to ready ITM for the large-scale opportunities and significant demand in the market that are yet to come.

We are pleased to announce the successful on-time completion of our plan, which was based on the following three pillars, with:

• Product portfolio narrowed for standardisation and volume manufacturing:

o We have completed the rationalisation of our portfolio, ceasing the production and support of older generation technologies, and reducing the number of product variants by 75%.

o We have translated our technology into volume products. Our TRIDENT stack platform is world leading and sits at the heart of our product solutions, including our 2 MW NEPTUNE plug & play containerised unit, and our 20 MW POSEIDON core electrolysis process module.

o We launched POSEIDON to address the market for larger plants whilst reducing complexity for integrators seeking to work with our technology, thereby providing a competitive edge. Customer response has been very positive.

o The release of our Hybrid Stack in November is making available our state-of-the-art TRIDENT technology to customers operating older generation electrolysers. The Hybrid Stack underwent robust validation and testing at ITM's facilities and in the field. The operational data showed an efficiency improvement of circa 10% compared to previous generation stacks, which is a material increase.

o We have substantially enlarged our product compliance reach, and pursued an asset-light market entry into the US.

• Greater capital discipline, cost reduction, and improved processes achieved:

o We have fundamentally tightened the rigour applied to managing costs and capital spend.

o Having reduced headcount by over 30% at the end of FY23, we have professionalised our engineering capabilities and processes to operate in unison with other areas of the company such as procurement and manufacturing. We have also put in place a more robust quality and process management system, and strengthened compliance and validation.

o Our quality over quantity policy has driven down failure rates in production.

o We have visibly improved our project performance and delivery credibility, which is being positively embraced by our customers.

o The sale of our 50% share in the joint venture Motive Fuels Ltd. was completed in October, freeing up £28m of ringfenced capital, which we directed back to our core business.

• Manufacturing and testing debottlenecked, and automation increased:

o We have achieved the planned progress in the automation of manufacturing and assembly. This has enabled enhanced build quality and consistency, along with shortened build times and reduced manufacturing costs. We will continue to introduce automation in a controlled way after new equipment and new processes have been validated.

o We have increased our testing capacity and expanded our facilities in Sheffield, enabling our current site to operate at an appropriate scale whilst avoiding disruption of concurrent fit-out works.

o The development of the new site will also allow us to optimise our factory layout for further stack manufacturing automation and serial production, providing increased fabrication space for higher stack volumes, allowing ITM to grow output in line with commercial projects.

o This scale up also requires the active management of our supply chain, meaning the choice of and close collaboration with the right suppliers and partners. Throughout the year, we have announced strategic collaborations with market-leading suppliers, including Gore, Mott and Friem, for essential materials and components of our products, adding to our delivery credibility, especially as stack volumes grow.

o In October, we officially opened the all-new ITM Power Germany in Linden, north of Frankfurt. The facility will ensure our state-of-the-art stacks are ready for quick deployment as aftersales spares. This allows us to minimise response time to customers, in turn maximising value from the use of our products. It will be home to functions such as business development and industrial IoT, and will house facilities for repair and maintenance, as well as for training of customers and partners. As we scale our operations, we are gearing up for an increasing degree of local content creation in the EU.

Improved financial performance

A tangible outcome of the 12-month plan is an improved project delivery performance, which is reflected in the financial performance for the half year.

Income statement

Revenue for the period was £8.9m (H123: £2.0m), driven predominantly by product and service revenue from cube deliveries to Germany together, with a number of NEPTUNE units. Further income was recognised from consulting contracts. This constitutes an increase compared to the Trading Update value of £7.5m as we concluded a commercial discussion with a customer which was still ongoing in December.

The gross loss was £8.2m (H123: £45.6m), a significant reduction as a result of improved management of projects in execution. Provisions made in the period were primarily related to collaborative efforts with customers to use existing projects to trial new stacks in the field, being the fastest route to validation. Gross losses were driven by closing out legacy projects, macroeconomic conditions (inflation), and cost of quality; marking a significant improvement year-on-year as a result of our 12-month plan.

The Company posted an adjusted EBITDA loss of £21.0m (H123: £54.1m) for the period. Adjusted EBITDA is a non-statutory measure and is detailed in Note 3. The administrative expenses presented in the income statement are net of cost booked to inventory or development costs), and have increased in period-on-period due to a lower level of cost capitalised and absorbed on project spend (tighter controlled) and product development (narrowing the focus on core products).

Balance sheet

Capital expenditure totalled £7.0m in the period (H123: £7.2m), with £5.7m (H123: £3.5m) invested in capital projects, namely factory upgrades and machinery. This represents a saving compared with expectations whilst achieving the planned capacity increase in the period.

In contrast to previous periods, we have spent less money, at £1.3m (H123: £3.7m), on new product development (intangible assets). As set out in the 12-month plan a year ago, we focussed our time on consolidating a more narrowed and targeted product portfolio.

The working capital outflow in the first half was £8.1m, with inventories and receivables increasing by £18.0m and £7.5m respectively, partly offset by an increase in payables of £17.3m.

Inventories held increased to £76.8m from £47.0m in the prior year and £58.8m at April 2023. The inventory has largely been processed into finished subsystems and products, with the raw materials balance reducing from £36.0m (H123) to £9.4m (H124). This balance remains an opportunity for ITM to improve working capital through project execution.

Cash at the period end was £254m (H123: £318m), representing an outflow since the year-end of £29m. Finance income in the period was £6.3m (H123: £1.3m), representing an annual average interest rate of 4.7%.

Market update

The pathway to Net Zero is a challenge that is unparalleled in scale and complexity - but also an unparalleled opportunity. Today, there is broad consensus that green hydrogen is a key enabler for the energy transition, by means of grid balancing and particularly for the decarbonisation of hard-to-abate sectors which account for circa 30% of global emission, such as steel, chemicals, heavy-duty transport, shipping and aviation.

By 2050, it is estimated that hydrogen and hydrogen-based fuels will meet a sizeable share of the energy demand, with expectations that this could equate to a 15-20% share of the energy mix, equating to 613Mt of annual clean hydrogen production, with two thirds of this number being green hydrogen. For this, 5TW of electrolyser capacity are required by 2050, meaning an average of around 160GW of electrolysers installed per year, with a few GW in the short-term followed by a significant acceleration in deployment. The expected 613Mt of clean hydrogen production annually compare to approximately 95Mt of grey hydrogen and 0.7Mt of clean hydrogen that is currently produced each year.

As such, the outlook for green hydrogen as the enabler of a transition to Net Zero is excellent. This is also demonstrated by early and significant investments into infrastructure around transport and storage by governments all around the world, and by targeted funding programmes and alliances between nations which aim to stimulate and kick-start a cross-border hydrogen economy.

In the short term, the electrolyser market is still immature, with significant 'noise' but only few OEMs and technologies credible commercially. Market consolidation has now started. As a consequence, customers continue to require assurance and certainty around product readiness, technology and delivery performance, all of which are areas in which ITM Power is regarded an industry leader today.

We have been seeing the number and size of project enquiries increasing significantly. Many final investment decisions will be unlocked through the normalisation of today's inflation, peak energy prices and cost of capital. Whilst government incentives can stimulate market growth, delays in approvals can also slow projects down.

In contrast, the UK market, which had previously lagged behind developments in the EU, has started to accelerate. The government's Hydrogen Allocation Round (HAR) mechanism aims to kick-start the UK green hydrogen economy, with an ambition of 1GW electrolyser capacity in operation or construction by 2025, and 5GW by 2030. The HAR1 funding concluded at the end of 2023, supporting 125 MW (output) across 11 projects, providing £90m of CAPEX funding under the Net Zero Hydrogen Fund, and £2bn of revenue support under the Hydrogen Production Business Model. Six more allocation rounds are planned to follow, with HAR2 applications now open and earmarking up to 875 MW for allocation. Furthermore, the Green Industries Growth Accelerator (GIGA) scheme, announced by Jeremy Hunt, Chancellor of the Exchequer, at our premises in November 2023, foresees £960m funding for manufacturing clean energy technologies, including electrolysers. These schemes combined provide ITM in particular with near-term commercial and scale-up opportunities, being the only commercial electrolyser manufacturer in the UK.

In summary, the underlying long-term trajectory for green hydrogen to become a multibillion market remains unchanged. In the short term, industrial scale-up will be incremental. Momentum will accelerate exponentially over time, and will depend on the dynamic of specific markets, with the UK, the US and Japan emerging more recently, and on the successful operation of reference plants.

Strategic priorities: Onto the next phase of our journey

The outlined market development implies a need for readiness and flexibility, whilst managing cash commitments carefully. Our strategic priorities need to align to our vision of delivering the world's best electrolysers, of scaling our operations profitably to meet the rising demand, and of growing our global footprint and reach over time.

• To remain at the forefront of technology, product, and delivery credibility, we will:

o Evolve our products, including continuous improvement of the TRIDENT stack platform and NEPTUNE plug and play unit

o Strategically extend our portfolio, currently under development, with a higher capacity plug & play containerised unit to even better address mid-size projects, and launch a larger capacity, game-changing stack platform, to further widen the gap to competition

o Be prepared for rapid scaling of stack volumes

o Continue to evolve our processes and capabilities in manufacturing, engineering, procurement, and field services

• To scale our operations whilst retaining flexibility and conserving cash, we will:

o Continue to deepen the level of automation, particularly at our extended manufacturing facility in Sheffield

o Grow capacity in line with commercial projects

o Focus on credible sales opportunities, and capture a significant market share through offering the best products and delivery credibility to customers

• To grow our global footprint and reach, whilst staying adaptable, we will:

o Ensure an appropriate setup in all attractive offtake regions, to be best positioned and ready for rapid demand uptick, as we are in the EU by means of our new entity ITM Power Germany

o Take a product and service-first approach, and further expand regional product compliance

ITM is an ambitious company. The market for green hydrogen will be a sizeable one, and we will become the market leader for PEM electrolysers. Our 12-month plan has transformed ITM into a credible delivery organisation, which is being acknowledged by our customers and partners. The recently announced 100 MW capacity reservation from Shell Deutschland GmbH as a repeat customer is yet another testament to this. We will remain agile and adaptable; a crucial strength given the timeframes for developing large-scale projects.

Improved financial guidance for FY24

The financial performance of ITM in the first half of the year was pleasing, bringing us one step closer to becoming a profitable company in the future.

• Full-year revenue guidance of £10m to £18m remains unchanged. Further deployments of NEPTUNE plug & play containers are expected in the second half of the year.
• Adjusted EBITDA loss guidance range has narrowed, and is now expected to be between £45m and £50m, an improvement on the £45m to £55m previously guided.
• Net cash at year end expected to be in the range of £200m to £220m, a material improvement compared to our original guidance of £175m to £200m, and in line with our priorities. Capital discipline and rigour will remain at the heart of every spending decision that we take. Whilst realising savings on original estimates, we expect to fulfil our capacity increase as planned. Our residual CAPEX plans are unaffected. As such, we now expect CAPEX for the full year to be in the range of £15m to £25m, lower than our original £35m to £45m expectations.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Results for the six months ended 31 October 2023

All results presented above are derived from continuing operations.

The loss per ordinary share and diluted loss per share are equal because share options are only included in the calculation of diluted earnings per share if their issue would decrease the net profit per share. The number of potentially dilutive shares not included in the calculation above due to being anti-dilutive at 31 October 2023 were 3,858,217 (31 October 2022: 7,991,625; 30 April 2023: 5,999,019).

CONSOLIDATED BALANCE SHEET

As at 31 October 2023

The interim summary accounts were approved by the board of Directors on 30 January 2024.

Notes to the interim summary accounts

Basis of preparation of interim figures

These interim summary accounts have been prepared using accounting policies consistent with UK-adopted international accounting standards, with the requirements of the Companies Act 2006. Whilst the financial information has been compiled in accordance with the recognition and measurement principles of UK-adopted international accounting standards (IFRSs), it does not contain sufficient information to comply with IFRSs. This interim financial information does not constitute statutory financial statements within the meaning of section 435 of the Companies Act 2006.

The financial information has been prepared on the historical cost basis. The principal accounting policies adopted by the Group are as applied in the Group's latest audited financial statements.

The information relating to the year ended 30 April 2023 has been extracted from the Group's published financial statements for that year, which contain an unqualified audit report that does not draw attention to any matters of emphasis, and did not contain statements under section 498(2) and 498(3) of the Companies Act 2006 and which have been filed with the Registrar of Companies.

Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group since the last annual consolidated financial statements as at the year ended 30 April 2023.

Going Concern

The Directors have prepared a cash flow forecast for the period ending 28 February 2025. This forecast indicates that the Group and parent company would expect to remain cash positive without the requirement for further fund raising based on delivering the existing pipeline, for a period of at least 12 months from the date of approval of these summary accounts.

By the end of the period analysed, the Group expect to hold funds sufficient to trade for a minimum of a further year if the business continued to operate in a similar way beyond the forecast period.

This cash flow forecast has also been stress tested. As a worst-case scenario, if all payments had to continue as forecast while receipts were not received at all, the business would remain cash positive for the full twelve months from the date of approval of these summary accounts.

The interim summary accounts have therefore been prepared on a going concern basis.

Revenue and other operating income

An analysis of the Group's revenue is as follows:

Revenues from major products and services

The Group's revenues from its major products and services were as follows:

GEOGRAPHIC ANALYSIS OF REVENUE

A geographical analysis of the Group's revenue is set out below:

The following accounted for more than 10% of total revenue:

Calculation of Adjusted EBITDA

In reporting EBITDA, management use the metric of adjusted EBITDA, removing the effect of the non-repeating costs that are not directly linked to the trading performance of the business in the period under review:

Inventories are stated after a provision for impairment of £21.0 million (October 2022: £18.1 million; April 2023: £17.8 million). Included in work in progress is inventory that has yet to be assigned to a specific contract. At the point that the work in progress is assigned to a contract, and it is loss-making, the work in progress will be reduced to recoverable value, which will be offset by an equal and opposite reduction in the contract loss provision. Inventory has increased as we have continued to scale up production towards contract fulfilment.

Provisions

The leasehold property provision represents management's best estimate of the present value of the dilapidations work that may be required to return our leased buildings to the landlords at the end of the lease term. The discount applied to this is amortising over the lease term.

The warranty provision is recognised in line with revenue recognition on contracts and represents management's current best estimate of the potential costs involved in diagnosing and correcting faults and the likelihood of such faults occurring during the warranty period. These assumptions are built upon our ongoing assessment of the performance of our products and their components both in the field and in our testing facilities. They are reviewed and revised as more information becomes available. If it becomes known that additional work is required, then the provision is extended. Risks around this judgement are high given the limited data ITM Power has available, and the potentially large values involved in making warranty repairs, particularly if stack components require replacement. The assumptions made for the warranty provision were based on field data from older generation stacks, adjusted to take account of product improvements planned or implemented since they were built. Management believes that these improvements are realistic and deliverable within the timescales projected.

The provision for contract losses is created when it becomes known that a commercial contract has become onerous. Project Managers provide rolling spend forecasts, updating these as quotes are obtained. The provision is therefore based on best estimates and information known at the time to ensure the expected losses are recognised immediately through the statement of comprehensive income. This provision will be used to offset the costs of the project as it reaches completion in future periods. Furthermore, the Group uses software to track the risks and opportunities of each project. This gives a potential cost and risk rating for active risks and has been reviewed by management at period end to determine if any additional contingency should be recognised.

Provision is also made at the point when project forecasts suggest that the contractual clauses for liquidated damages might be triggered. The other provisions category relates to potential liquidated damages for overruns on contracts with customers. It also represents management's best current estimate of monies that could be refundable to grant bodies for non-completion of works.

Lastly, there is a provision for Employer's NIC due on share options as they exercise.

Notes to the Cashflow Statement

Cash Burn

Cash burn is a measure used by key management personnel to monitor the performance of the business.

Related Parties

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. All related party transactions which were not intra-group have been conducted at arm's length.

During the period purchases from Linde/BOC Group, represented on the Board by J Nowicki, totalled £0.3m (H1 2023: £0.3m; YE 2023: £0.8m) with £0.1m outstanding for payment at period-end (H1 2023: £0.1m; YE 2023 £0.1m). There were also milestone billings on sales contracts of £6.8m (H1 2023: £9.4m; YE 2023: £15.3m) with £1.9m outstanding (H1 2023: £5.3m; YE 2023: £0.9m).

There were stage payments of £nil (H1 2023: £nil; YE 2023: £0.9m), and £0.7m remained outstanding from ITM Linde Electrolysis GmbH at period end (H1 2023: £nil; YE 2023: £0.9m). The Group also continued to pay for the hosting of ILE's website.

Transactions with Ecclesiastical Insurance Office PLC for the services of D Cockrem, as Non-Executive Director on our Board, amounted to £0.06m with £nil outstanding at period end (H1 2023: £nil with £nil outstanding; YE 2023: £0.03m with £nil outstanding).

Transactions with Motive Fuels Limited amounted to £0.3m in the period (H1 2023: £0.1m with £0.3m outstanding, YE 2023: £0.4m with £0.2m outstanding). The sale of Motive to a third party was agreed on 19 October and the company was therefore no longer part of the Group at period end.

Disposal of Motive Joint Venture

The joint venture investment in Motive Fuels Limited was moved into "Held for Sale Assets" towards the end of last financial year (£1.8m). Subsequently, as mentioned above, the sale of Motive to a third party was agreed on 19 October for a sum of £1.5m. The resulting loss of £0.3m is shown as a loss on disposal of joint venture in the income statement. The monies were paid across from the solicitors post-period end so no transaction is currently recognised in the cash flow statement but the receivable is recognised within current assets on the balance sheet.

Subsequent events

Since the balance sheet date the company has signed a 15-year lease to extend our manufacturing footprint in Sheffield.

Independent review report to ITM Power PLC

Conclusion

We have reviewed the summary accounts in the half-yearly financial report for the six months ended 31 October 2023 which comprises the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and the related explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the summary accounts in the half-yearly financial report for the six months ended 31 October 2023 is not prepared, in all material respects, in accordance with the recognition and measurement principles of UK adopted International Accounting Standards

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements (ISRE) 2410 (UK), "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" (ISRE (UK) 2410). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in Note 3, the annual financial statements of the group are prepared in accordance with UK-adopted international accounting standards. The financial information in the half-yearly financial report has been prepared in accordance with the basis of preparation in Note 1.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Conclusions relating to going concern

In our evaluation of the directors' conclusions, we considered the inherent risks associated with the group's business model including effects arising from macro-economic uncertainties, we assessed and challenged the reasonableness of estimates made by the directors and the related disclosures and analysed how those risks might affect the group's financial resources or ability to continue operations over the going concern period.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The AIM rules of the London Stock Exchange require that the accounting policies and presentation applied to the financial information in the half-yearly financial report are consistent with those which will be adopted in the annual accounts having regard to the accounting standards applicable for such accounts.

Our responsibility

Our responsibility is to express to the company a conclusion on the financial information in the half-yearly financial report based on our review.

Use of our report

This report is made solely to the company in accordance with guidance contained in ISRE (UK) 2410. Our review work has been undertaken so that we might state to the company those matters we are required to state to it in a review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusion we have formed.

Grant Thornton UK LLP

Statutory Auditor, Chartered Accountants

Sheffield