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Annual Report and Accounts for the year ended 31 December 2014
Stock code: FLOW.L
Energy reimagined
Welcome to Flow
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Contents
Our Business and Strategy
02
04
06
08
Chairmans Statement
STRATEGY
10
Marketplace
11
Strategy
F
or consumers, society
and our shareholders
Energy, microgeneration,
efficient products
Our Performance
12
Strategic Report
19
Our Governance
20
Board of Directors
22
Directors Report
Directors Remuneration Report
MARKETPLACE
OUR ORGANISATION
27
U
K market and global
opportunities
Delivering success
across our Group
Our Financials
OPERATING REVIEW
CSR
2
014 was a year of
achievement
F
lowgroup is a valuesdriven organisation
29
30
31
32
33
34
59
60
61
Shareholder Information
69
70
Shareholder Notes
www.flowgroup.uk.com
02
03
Group overview
Highlights
Financial
Operational
Operational
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Future benefits
Delivering microCHP
technology into the mass
market in the UK has the
potential to completely
change the heating industry
Creation of large
customer base allows
the potential to cross-sell other
energy-efficient products
Smart
Phone Controlled
Flow boiler
Electric car
Smart
white goods
Smart
Thermostat
Smart
home hub
Smart
lighting
Smart
plugs
www.flowgroup.uk.com
04
05
Group overview
Our Organisation
Flowgroup comprises Flow Products, Flow Energy and Flow Battery.
Flow Products is behind the development of the Groups groundbreaking microCHP technology
platform. Flow Energy is the Groups UK domestic energy supply business. Flow Battery provides
award-winning compressed air backup power products to the data centre and telecoms markets.
Although these are separate entities, both the Groups home energy and microCHP offers are
provided under the same brand, simply Flow.
Flow
Products
Flow
Energy
Flow
Battery
The game-changing,
electricity-generating
Flow boiler has now
launched in the UK
Manufacturing began
November 2014
Boiler launched
January 2015
Grew to c.66,000
customer fuel accounts
Generated revenue
of 33.3m
Replaced existing
batteries in 29 National
Grid substations
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Scroll is
driven
Fuel burns
in the
combustion
chamber
Natural gas
or LPG
goes in
Electricity
out
Hot water
out
Heating
System
Return
To support the launch of the Flow boiler in the UK we have designed two packages
that effectively provide a Flow boiler to our customers at no cost. This means
the financial risk of installing a new technology is removed, so customers can
concentrate on the benefits of the technology.
Flow Finance
Flow Freedom
Our
partners
Jabil world-class
manufacturing partner
Zopa innovative peerto-peer finance provider
www.flowgroup.uk.com
06
07
Group overview
Value creation
UK home
energy
offer
Customer
UK
microCHP
boiler offer
Boiler generates
International
microCHP
Boilerboiler
paysoffer
Wider efficient
energy
product
Flow
keepsoffer
01
02
03
04
Connected, energy-efficient
products have the potential to save
customers significant sums of money
on their energy bills by reducing
consumption, increasing control and
enhancing understanding of energy
use.
Intelligent thermostats, smart
lighting, smart plugs and more can
also provide additional comfort and
convenience to users. Being able to
remotely control home heating, for
example, is a significant benefit.
These products can be offered
under innovative finance solutions,
potentially allowing uptake with no
outlay.
Joins Flow
electricity
Flowgroup is a leading
competitor in the UK home
energy market with its Flow
Energy brand, and bundles the
Flow boiler with home energy
in a unique package.
01
02
for itself
the customer
03
04
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Flow Freedom
After the initial five year period, the customer will receive a reduction in their
home energy bill every month based on the amount of electricity their boiler
generates, rather than by a fixed amount, for the lifetime of their boiler
www.flowgroup.uk.com
08
09
Chairmans Statement
Clare Spottiswoode
Executive Chairman
Industry developments
We believe that our microCHP technology
platform puts us at the forefront of two
global shifts in the way energy industries
work. The first is that, as with many
industries, energy is becoming something
people do rather than just corporations.
This drive towards personal power - local,
small scale solutions for the production
of lower cost, lower carbon electricity
- perfectly suits our technology. Our
aim of allowing our customers to play
an active role in the energy industry, by
generating electricity in the home, chimes
exactly with the growing expectation
of empowerment from consumers
everywhere.
The second shift is that energy companies
are moving beyond the simple supply
of energy to a broader offer which
includes products. The reality of the
connected, efficient, tech-powered home
is drawing closer and is in part driven
Flowgroup plc
Our Business
and Strategy
Business overview
While initiating both manufacturing
and sales of the Flow boiler were
undoubtedly our biggest achievements,
we also expanded our manufacturing
agreement with Jabil. Exclusivity with
Jabil has been increased from 390,000
to 500,000 units. Both parties also
formalised a plan to collaborate on future
product development. The relationship
between our two companies was further
strengthened when during the recent
fundraising Jabil invested 7.4m to take
an 8.14% shareholding.
In addition, we signed testing agreements
for the US market with NRG Energy Inc.
and for the European market with one of
the worlds biggest utilities. A successful
conclusion of these trials has the
potential to deliver ongoing commercial
relationships.
Flow Energy re-entered the energy market
in April 2014. Growing organically rather
than paying commission for acquisitions
we increased our customer base by
around 32%, taking revenues for the
year to 33.3m. We maintained our allimportant reputation for customer service,
regularly delivering one of the lowest
levels of complaints across the UK energy
industry.
Flow Battery built its infrastructure base
in anticipation of increased business and
installed two units in Canada for a large
telecommunications client through Trane
Canada, further growing its position in
the high power and North American
markets. Battery also completed its
first installations under its National Grid
framework agreement.
Our
Performance
Our
Governance
Funding
On 18 May 2015 shareholders approved
the firm placing and open offer raising
21.3m (net of expenses). The funds
raised are to be used to: accelerate
product development of the combination
boiler to increase the addressable market
in the UK from the current 400,000 to
1.7m units per year and provide early
entry into European markets; reduce
supply chain costs and upgrade systems
to reduce production costs; expand the
existing sales team to turn installers into
resellers; upgrade systems and processes
to enable management of a wide range
of UK boiler installers; develop integrated
smart home connectivity, to be included
in the combination boiler from the outset;
and exploit intellectual property through
licensing.
Our
Financials
Shareholder
Information
500,000
Manufacturing exclusivity
to Jabil increased from
390,000 to 500,000
Flow boilers
US &
EUROPE
The markets in which we
have initiated technology
testing agreements
Business prospects
Following the launch of our electricitygenerating Flow boiler we believe we
are now in a position to take advantage
of the commercial possibilities that this
game-changing product presents. We
believe we are well set for a year of good
progress in 2015.
Clare Spottiswoode
26 May 2015
www.flowgroup.uk.com
10
11
Marketplace
Flowgroup sees significant changes in the global energy market, with a move towards local, smallscale electricity generation and mass market adoption of a new generation of in-home energyefficient devices. The Group believes its experience and position in the UK home energy market, its
patented microgeneration technology platform and its relationship with its manufacturing partner,
Jabil, who can provide access to a broad suite of additional products, puts it in a strong position to
take advantage of these changes.
UK ENERGY
MARKET
GLOBAL BOILER
MARKET
Represents significant
opportunities for standalone
growth as the market recalibrates
towards smaller suppliers
Targeting potentially
significant growth of
energy business
1.7m UK
boiler sales
per annum
Flowgroup plc
8m European
boiler sales
per annum
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Strategy
The Group has a three-pronged strategy.
Leverage its
patented
technology
platform
Offer a wider
energy-efficient
product
suite
Strategic aim
Performance
Future priorities
Leverage the Groups patented technology Launched in the UK and signed testing
platform in the UK and international
agreements in the US and European
markets
markets. Produced a clear product
roadmap
Offer a broad energy-efficient product suite Agreement with Jabil on a closer product
to our customers
relationship and work begun on first
additional product
www.flowgroup.uk.com
12
13
Our Performance
Strategic Report
CEO Q&A
Tony Stiff
Group Chief Executive Officer
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Case study
Flow Energy customer service case study
The energy industry has always been infamous for the overall level
of customer service it provides. Flow always set out to buck that
trend and we have delivered on that goal. Despite rapid growth
in our first year and continuing growth since we have consistently
delivered one of the most impressive customer service records
in the industry. In every quarter in 2014 we recorded one of the
lowest levels of customer complaints, receiving up to 90% less
complaints per 100,000 customers compared to other suppliers.
We intend on continuing to supply this level of service as we grow
our energy business and ensure it remains a strong differentiator in
this competitive marketplace.
www.flowgroup.uk.com
14
15
Our Performance
Strategic Report
continued
Initiating
manufacturing
with Jabil
was a major
achievement.
The first
production
boiler came off
the assembly line
in November.
Group performance
2014 saw us build towards our ultimate
goal of the launch of the game-changing
Flow boiler, which we achieved just after
year end in January 2015. This was a
significant achievement for the Group
although our success was not confined to
the Products side of our business Flow
Energy performed well and Flow Battery
made progress.
Flow Products
Manufacture of the Flow boiler began
in Jabils Livingston facility in November
2014. Receiving product CE Certification
earlier in the year, along with BSI G83/2
compliance for the boilers in-house
power electronics control system,
allowed us to move forward with plans
for production with Jabil. We completed
a detailed planning phase in which we
sourced several new European suppliers
to improve component quality and secure
volume capacity. We then moved into the
manufacturing phase.
Initiating manufacturing with Jabil was a
major achievement. The first production
boiler came off the assembly line in
November, thus proving the end to end
manufacturing process. As a late addition
to this process we took the long-term
view that Jabil should also build the scroll
assembly, requiring additional work at this
stage, but strategically the right decision.
It was necessary to initiate a limited initial
build to gain CE Type Approval for the
production line and the boilers, which
we duly obtained in April 2015. However,
this did not delay the launch of the Flow
boiler to consumers in January 2015. This
was a soft launch where we published full
details of our boiler packages, including
prices, on our website and started to take
reservations for the Flow boiler in advance
of receiving CE Type Approval.
Following CE Type Approval, 50 preproduction models were produced on the
line and were subject to verification and
International expansion
Our goal of international expansion was
brought closer as we signed testing
agreements in the US and Europe.
Signing an agreement with NRG Energy
represents the first step into the US retail
energy market, linking up with one of the
leading players in US energy, a company
with considerable vision for the energy
businesses of the future and one which
Flowgroup plc
Our Business
and Strategy
UK installer network
While we are pleased to be making
progress internationally, the focus of the
business remained on the UK. One of
the key routes to market for any boiler
is via installers, who the majority of
customers go to for advice on home
heating. In July 2014 we opened our
state of the art training facility in Cheshire
where Gas Safe registered engineers
now undertake surveying, installation
and aftercare training programmes to
become accredited installers of the Flow
boiler. The 9,000 square foot centre is
strategically placed just off the M56, close
to the junction with the M6 at Preston
Brook, Runcorn. The training facility has
the capacity to train up to 64 installers
Our
Performance
Our
Governance
Partnership development
The creation of a strong surveying,
installation and service / aftercare
infrastructure is important to the future
growth of the business. We are working
with a number of installer networks
across the UK in order to broaden our
capability. We have a memorandum of
understanding with both Mears Group
and Entu but also took the decision to
go direct to the larger installer groups
in the UK which will further facilitate the
infrastructure and fulfilment capability
once completed.
We have contracted with Zopa Limited,
Europes largest peer-to-peer lending
platform, to provide finance to our Flow
boiler customers. It is a key part of our
strategy to enable customers to finance
the cost of a Flow boiler with a personal
loan and to have a fixed reduction in their
home energy bill, thus the agreement with
Zopa was an important one. Both Flow
and Zopa share a belief in the necessity
of innovating and providing an enhanced
customer offering in order to drive growth
so we believe this is a natural partnership.
In order to allow this partnership to
function most effectively, we also applied
for and were granted FCA authorisation
for limited scope credit broking.
Our
Financials
Shareholder
Information
www.flowgroup.uk.com
16
17
Our Performance
Strategic Report
continued
The creation of a
strong surveying,
installation and
service / aftercare
infrastructure is
important to the
future growth of
the business.
Technology
In order to maximise the potential of
our technology platform, we will now
move forward with a structured cost
reduction and product development
programme. This will allow us to reduce
the cost of the Flow boiler and to create
different versions, both for the UK and for
international markets.
Flow Energy
After the significant success we enjoyed in
2013 with the launch of our home energy
business, we entered the market again in
April 2014. However, we took a different
approach. In 2013 we grew quickly by
paying commissions to price comparison
sites for new customers (the traditional
route to growth for energy businesses).
In 2014 we did not pay commissions and
instead attracted customers organically
through general visibility for our competitive
tariff thus growing the customer base
without any acquisition costs. We grew our
energy business to over 66,000 customer
fuel accounts and generated revenues for
the year of 33.3m.
While delivering growth we retained
our excellent reputation for customer
service. The energy industry releases
quarterly complaint statistics which show
the number of complaints per 100,000
customers. We consistently reported
amongst the lowest levels of complaints
in the entire industry, receiving 90% fewer
complaints than some of our competitors.
This is important. As the truly competitive
domestic energy market continues to
mature, and prices begin to converge,
factors such as service begin to play
a key role in attracting customers. Our
reputation for good service, as well as
our ability to deliver keen prices and the
brand benefits that come from association
with our low carbon microgeneration
technology, puts us in a strong position
to win customers in a market that looks
attractive. We therefore believe that
opportunities may exist to grow the
Flow Battery
Flow Battery continued to develop its
customer base and established the
infrastructure to service its anticipated
growth as relationships, in particular with
National Grid, mature through 2015.
In March 2014, Flow Battery received an
initial order for two compressed air battery
units from Trane Canada. Trane, a world
leader in air conditioning systems, is part
of Ingersoll Rand, a global company with
revenues of $14 billion. The units were
procured by Trane for a major Canadian
telecommunications company. The units
were installed in a telephone exchange
outside Toronto, part of the companys
extensive national network. This order
further strengthened Flow Batterys
position within the high power market
and within the North American market,
where we believe excellent sales potential
exists. Developing a relationship with
Trane, a large company that embraces
new technology solutions, should
also, we believe, open up many more
opportunities.
2014 also saw the first installs under the
National Grid UK framework agreement,
announced in late 2013. The brief is to
replace lead-acid backup power units
as they reach the end of their service
life in National Grids network of 303
Flowgroup plc
Our Business
and Strategy
People
Headcount across the Group increased
significantly as we strengthened many
of our teams, taking headcount at the
end of the year to just below 200. We
invested heavily in our people on both the
product and energy sides of the business,
ensuring we have the people in place who
share and can deliver our vision.
We firmly believe in people and their
potential, and as well as recruiting
experienced specialists we also ensure
that career progression is a genuine
possibility within our organisation. We
have many examples of team members
moving across departments to develop
their skills and we will continue to develop
the most important part of our business
our people.
2014 has been a year of progress which
would not have been achieved without the
commitment of all who work within the
Group. The Directors appreciate all the
efforts of our employees and look forward
to working with them as the business
strengthens and grows through 2015.
Our
Performance
Financial Review
Set out below is an extract of the Group
Financial Statements for the years ended
31 December 2014 and 2013 together
with an analysis of the Groups key
performance indicators
Fundraising
On 18 May 2015 shareholders approved
the firm placing and open offer raising
21.3m after share issue costs. This
share issue was supported by our
manufacturing partner Jabil who
subscribed for 25.8m ordinary shares
giving them an 8.14% interest in the
Company.
Our
Governance
Revenue
Gross profit
Gross profit %
Operating loss
Loss before income tax
Loss attributable to
equity shareholders
Intangible fixed assets
Tangible fixed assets
Cash at 31 December
2014
000
33,359
2,222
6.7%
(9,963)
(10,096)
2013
000
13,790
1,808
13.1%
(7,675)
(10,240)
(9,439)
17,268
624
8,357
(10,032)
14,665
536
17,361
Our
Financials
Shareholder
Information
Results
Revenue during the year ended
31 December 2014 of 33,359,000 arose
primarily from the energy business and
compares to 13,790,000 during 2013.
Gross margin during the year was 6.7%
(2013: 13.1%) with a reduction in margins
arising from weather variations and energy
market conditions during the year.
Operating losses continued to increase
due to increased staffing levels within all
business areas as they geared up for the
forecast growth in 2015 and the launch of
the Flow boiler during January 2015.
Tax
The Group accounts for the receipt of
tax relief on research and development
expenditure when the amount to be
received can be assessed with reasonable
certainty. During 2014 amounts received
in respect of 2011 and receivable in
respect of 2012 have been recognised.
Further claims are in preparation, and in
accordance with the Groups accounting
policy will be recognised when receipt can
be assessed with reasonable certainty.
Trading losses of 45,492,000 (2013:
32,522,000) are being carried within the
Group and are available for offset against
future taxable trading profits.
www.flowgroup.uk.com
18
19
Our Performance
Strategic Report
continued
Working capital
Growth of the energy services business
has seen the level of trade and other
receivables increase to 7,315,000
(2013: 4,341,000). The level of trade
receivables is closely monitored within the
Group as it seeks to ensure a tight control
of working capital requirement.
Business risks
A summary of the key business risks is set
out in the Directors Report on page 22.
Business outlook
Flow Energy took advantage of market
conditions within the retail energy market
and launched a market leading tariff
during April 2015. This has been well
received securing a significant number
of customers without the need to pay
commissions. As well as being price
competitive the customer growth within
the energy business will be supported
by the sourcing of innovative smart
technologies which will further differentiate
the retail product offer.
The Flow boiler is the first affordable
microCHP domestic heating boiler and
gives the Group a unique opportunity to
change domestic energy markets and
achieve significant growth particularly
with a combination version. The initial
production boilers are now completing
the rigorous internal validation and
verification checks with a number of minor
modifications. Accordingly a number of
the initial production units will be released
for installation in customer homes during
June 2015. Available production will
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Corporate Social
Responsibility
Overview
We want to change the way that people
think about energy via the application of
our game-changing technology. In doing
so, we want to be seen to provide a
clever alternative to conventional products
and services, and this idea permeates the
business to do things differently and to
do things intelligently.
As we go about turning this vision into
reality, we are committed to conducting
ourselves in a way that reinforces our
customers perception of us as clever,
trustworthy and innovative. While we
create products and services that will
make a genuinely positive difference to
consumers, society and the environment,
we will apply the highest ethical and
professional standards to everything we
do, from the way we treat our people to
the way we build our supply chain. Every
member of the team understands our
vision and values and works every day to
make sure we never deviate from them.
Employees
More than ever, we rely on our people to
deliver success within our business. We
have instituted a new recruitment process
that concentrates on a combination
of skills, experience and a match with
our values as a business. Recruiting
candidates who share our belief in our
ability to do things differently ensures
that our team are entirely able to play
an important role in maintaining and
enhancing our reputation. We attract
those candidates with a strong employer
brand, the inspiring opportunity Flow
represents and a flexible benefits
package. Of course, we promote equality
in all areas of our operations.
Environment
Our technology platform has at its core
the production of low carbon electricity,
which benefits consumers in terms of
lower bills and the environment and
society in the form of lower carbon
emissions. It is therefore important to
us that our business operations are
designed to make as low an impact on
the environment as possible and that our
suppliers share our approach.
Communities
With our technical facility in Capenhurst,
Preston Brook training centre and our
energy business in Ipswich, we are
rooted in three communities and have
the opportunity to positively affect them.
Our staff participate actively in charitable
events and as our business matures we
will look to create strong community links
from all our sites.
Suppliers
As our supply chain has grown, we have
ensured that we are doing business with
recognised and reputable suppliers,
primarily within the EU, who share our
values. Our manufacturing partner
www.flowgroup.uk.com
20
21
Our Governance
Board
of Directors
Tony Stiff
Group Chief Executive Officer
Nigel Canham
Chief Financial Officer
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Dr Henry J Cialone
Non-Executive Director
David Grundy
Non-Executive Director
John Johnston
Non-Executive Director
www.flowgroup.uk.com
22
23
Our Governance
Directors
Report
The Directors present their report and the
audited Financial Statements for the year
ended 31 December 2014.
Principal activities
Flowgroup plc and its subsidiaries are
focused on the creation of shareholder
value through the provision of home
energy and the supply of clean energy
products for energy supply and reliable
backup power.
Risk review
Funding requirements
In January 2015 the Group launched the
Flow boiler. Subsequently there has been
significant market interest in both the
Flow boiler and the initial sales proposition
with there now being a number of
confirmed sales orders. The Flow boiler
is in production and both the boiler and
Intellectual property
A significant part of the Groups future
development and growth depends on its
intellectual property. If intellectual property
is inadequately protected, the Groups
future success could become adversely
affected.
The Group continues to invest in the
protection and expansion of its intellectual
property portfolio. In addition, the Group
has established internal procedures
and controls to capture new intellectual
property, to prevent unauthorised
disclosure to third parties and protect the
Groups rights when dealing with supply
chain partners.
Market acceptance
The Groups technologies are either
incorporated into the products or
processes of third parties, sold via
distribution channels to the end
consumer, provided on long-term energy
contracts or supplied directly to industrial
users. There can be no assurance that
such products or processes will achieve
commercial success or be an attractive
alternative to conventional products or
Flowgroup plc
Our Business
and Strategy
Directors
The Directors who held office in the year
and up to the date of this report are
shown below:
C Spottiswoode, Non-Executive
Chairman
AD Stiff, Group Chief Executive Officer
NP Canham, Chief Financial Officer
(appointed 10 December 2014)
Dr HJ Cialone, Non-Executive Director
DK Grundy, Non-Executive Director
JJ Johnston, Non-Executive Director
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Employees
Liquidity risk
Currency risk
Credit risk
The Groups principal financial asset is
cash. Although the credit risk associated
with cash is limited, the Groups treasury
policy remains the same as in 2013 and is
explained in more detail in note 21.
www.flowgroup.uk.com
24
25
Our Governance
Directors
Report continued
Commodity risk
Major shareholdings
Going concern
Having made reasonable enquiries, the
Directors are of the opinion that the Group
has sufficient resources to continue in
operational existence for the foreseeable
future and hence these Financial
Statements have been prepared on a
going concern basis. Further details are
disclosed within note 2.2 to the Financial
Statements.
Aviva Plc
Jabil Circuit Nederland BV
Hargreave Hale
Standard Life Investments
Octopus Investments
%
19.69%
8.14%
6.02%
3.46%
3.21%
Corporate Governance
Statement
Board of Directors
During the period under review the
Board comprised two Executive and four
Non-Executive Directors. Biographies
of the Directors are provided on pages
20 and 21 and set out the broad range
Flowgroup plc
Our Business
and Strategy
Audit Committee
The members of the Audit Committee
as at 31 December 2014 were DK
Grundy (Chairman), Dr HJ Cialone
and JJ Johnston. Executive Directors
are permitted to attend meetings at
the discretion of the Chairman of the
Committee. The Committee meets
at least twice a year and there is an
opportunity for any meeting to be in
private between the Non-Executive
Directors and the Companys auditor to
consider any matter they wish to bring to
the attention of the Committee.
Our
Performance
Our
Governance
Remuneration Committee
The members of the Remuneration
Committee as at 31 December 2014 were
Dr HJ Cialone (Chairman), DK Grundy
and JJ Johnston. The Committee meets
at least once a year and at such other
Our
Financials
Shareholder
Information
Communication with
shareholders
The Board is committed to constructive
dialogue with its shareholders. The
Company uses the AGM as an
opportunity to communicate with its
shareholders. The AGM will be held at
10 am on 30 June 2015 at the Companys
registered office: Castlefield House,
Liverpool Road, Castlefield, Manchester
M3 4SB.
The Groups website
(www.flowgroup.uk.com) is the primary
source of information on the Group. This
includes an overview of the activities of
the Group, information on the Groups
subsidiaries and details of all recent Group
announcements.
www.flowgroup.uk.com
26
27
Our Governance
Directors
Report continued
Internal control
The Board has overall responsibility for
ensuring that the Group maintains a
system of internal control to provide it
with reasonable assurance regarding the
reliability of financial information used
within the business and for publication.
The Board is also responsible for ensuring
that assets are safeguarded and risk is
identified as early as practicably possible.
As noted, the Audit Committee has a
significant role in this area. The internal
control systems established are designed
to manage rather than completely
eliminate risk and can only provide
reasonable but not absolute assurance
against misstatement or loss.
Statement of Directors
responsibilities
The Directors are responsible for
preparing the Annual Report and the
Financial Statements in accordance with
applicable law and regulations.
Independent auditor
A resolution to reappoint
PricewaterhouseCoopers LLP as auditors
of the Company and the Group will be
proposed at the Annual General Meeting.
On behalf of the Board
Tony Stiff
Group Chief Executive Officer
26 May 2015
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Directors
Remuneration Report
This report to shareholders for the year
ended 31 December 2014 sets out the
Companys remuneration policies as
required by the AIM Rules. This report
is presented to disclose the key policies
under which the Executive and NonExecutive Directors are remunerated and
details of share interests of the Directors.
The parts of the report which are subject
to audit are clearly indicated. All other
parts of the Directors Remuneration
Report are unaudited.
Remuneration policy
Performance-related pay
Basic salary
Overview
Benefits
Service contracts
Each Executive Director has a service
contract with the Group which contains
details regarding remuneration,
restrictions and disciplinary matters.
Executive Directors are appointed by the
Group on contracts terminable on not
more than six months notice.
Non-Executive Directors
The fees of the Chairman are determined
by the Committee and the fees of the
Non-Executive Directors by the Board
following a recommendation from the
Chairman. The Chairman and NonExecutive Directors are not involved in any
discussions or decisions about their own
remuneration.
Non-Executive Directors are not eligible to
participate in any of the Groups incentive
schemes other than by way of share
options.
www.flowgroup.uk.com
28
29
Our Governance
Directors
Remuneration Report continued
Directors emoluments for the year ended 31 December 2014 (audited):
Salary/fees/
bonus
Executive
Tony Stiff
Nigel Canham (appointed 10 December 2014)
Non-Executive
Clare Spottiswoode
Henry Cialone
David Grundy
John Johnston
Total
Benefits remuneration
509,100
9,231
2,046
511,146
9,231
97,917
44,906
91,625
31,500
784,279
2,046
97,917
44,906
91,625
31,500
786,325
Compensation
for loss of office
Benefits
Total
remuneration
100,000
16,667
136,167
538,968
150,000
261,034
1,548
100,000
166,667
397,201
540,516
47,754
89,845
8,037
937,438
411,034
1,548
47,754
89,845
8,037
1,350,020
Executive
Clare Spottiswoode
Adrian Hutchings (resigned 11 February 2013)
Peter Richardson (resigned 30 April 2013)
Tony Stiff
Non-Executive
Henry Cialone
David Grundy
John Johnston (appointed 9 August 2013)
The current year figures above include bonuses totalling 300,000 (2013: 334,968) of which 90,000 is to be settled in share
options.
As disclosed in note 25, the Directors emoluments of Henry Cialone and David Grundy include amounts in respect of consultancy
services provided to the Group.
Clare Spottiswoode1
Tony Stiff1
Tony Stiff1
Tony Stiff2
Nigel Canham1
Henry Cialone1
Number as at
1 January
2014
4,001,787
4,001,787
1,325,056
412,500
Granted
69,498
1,000,000
Number as at
31 December
2014
4,001,787
4,001,787
1,325,056
69,498
1,000,000
412,500
Exercise price
28.0
28.0
17.25
25.9
43.75
28.0
Exercise period
17 Oct 201216 Oct 2022
17 Oct 201216 Oct 2022
3 May 2013 2 May 2023
01 Aug 2017 01 Feb 2018
11 Dec 201410 Dec 2024
17 Oct 201216 Oct 2022
No other Directors have been granted share options in the Company or other Group entities. None of the terms and conditions of the
share options were varied in the year.
Clare Spottiswoode
Tony Stiff
Nigel Canham
Henry Cialone
David Grundy
John Johnston
As at
31 December 2014
608,787
2,194,428
344,692
153,844
1,027,014
Flowgroup plc
As at
31 December 2013 or
date of appointment
608,787
1,469,018
319,692
153,844
724,014
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Other matter
We have reported separately on the
Company Financial Statements of
Flowgroup plc for the year ended
31 December 2014.
Hazel Macnamara
(Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory
Auditors
Manchester
26 May 2015
www.flowgroup.uk.com
30
31
Our Financials
Group Income
Statement
for the year ended 31 December 2014
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating loss
Finance income
Finance costs
Impairment of investment
Loss before income tax
Income tax
Loss for the year
Attributable to:
Equity holders of the Company
Basic and diluted loss per share
From continuing operations
Note
3
5
5
14
4
9
Year ended
Year ended
31 December 31 December
2014
2013
000
000
33,359
13,790
(31,137)
(11,982)
2,222
1,808
(12,185)
(9,483)
(9,963)
(7,675)
24
44
(157)
(39)
(2,570)
(10,096)
(10,240)
657
208
(9,439)
(10,032)
(9,439)
11
(3.94)p
The Group has no items of other comprehensive income in the current or prior year and consequently no statement of other
comprehensive income has been presented.
The notes on pages 34 to 58 are an integral part of these Group Financial Statements.
Flowgroup plc
(10,032)
(7.43)p
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Group Statement
of Changes in Equity
for the year ended 31 December 2014
Share capital
000
6,626
5,342
5,342
11,968
7
11,975
Share
premium
000
30,794
12,023
(990)
11,033
41,827
23
23
41,850
Accumulated
losses
000
(13,234)
(10,032)
(23,266)
(9,439)
(32,705)
Reverse
acquisition
reserve Other reserves
000
000
(821)
482
548
548
(821)
1,030
692
692
(821)
1,722
Total
shareholders
equity
000
23,847
17,365
(990)
548
16,923
(10,032)
30,738
30
692
722
(9,439)
22,021
Other reserves
Other reserves comprise share-based payments for the cost of options granted to employees, Non-Executive Directors and the
Company Secretary.
The notes on pages 34 to 58 are an integral part of these Group Financial Statements.
www.flowgroup.uk.com
32
33
Our Financials
Group Statement
of Financial Position
for the year ended 31 December 2014
As at
31 December
2014
Note
000
ASSETS
Non-current assets
Intangible assets
Property, plant and equipment
Current assets
Inventories
Trade and other receivables
Current tax receivable
Cash and cash equivalents
As at
31 December
2013
000
12
13
17,268
624
17,892
14,665
536
15,201
15
16
160
7,315
416
8,357
16,248
34,140
15
4,341
17,361
21,717
36,918
17
Total assets
LIABILITIES
Non-current liabilities
Borrowings
18
1,135
1,135
1,917
1,917
Current liabilities
Borrowings
Trade and other payables
18
19
1,024
9,960
10,984
12,119
107
4,156
4,263
6,180
22
11,975
41,850
(32,705)
(821)
1,722
22,021
34,140
11,968
41,827
(23,266)
(821)
1,030
30,738
36,918
Total liabilities
EQUITY
Capital and reserves attributable to equity holders of the Company
Share capital
Share premium
Accumulated losses
Reverse acquisition reserve
Other reserves
Total shareholders equity
Total equity and liabilities
The notes on pages 34 to 58 are an integral part of these Group Financial Statements.
These Financial Statements on pages 30 to 58 were approved by the Board of Directors and authorised for issue on 26 May 2015 and
were signed on its behalf by:
Tony Stiff
Group Chief Executive Officer
Flowgroup plc
Registered number: 5819555
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Group Statement
of Cash Flows
for the year ended 31 December 2014
Year ended
31 December
2014
Note
000
Cash flows used in operating activities
Cash consumed by operations
Cash flows used in investing activities
Expenditure on intangible assets
Purchases of property, plant and equipment
Investments
Finance income received
Cash flows from financing activities
Net proceeds from the issue of ordinary shares
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
23
Year ended
31 December
2013
000
(5,242)
(7,102)
(3,416)
(400)
24
(3,792)
(3,608)
(437)
(59)
44
(4,060)
30
30
(9,004)
17,361
8,357
16,375
16,375
5,213
12,148
17,361
The notes on pages 34 to 58 are an integral part of these Group Financial Statements.
www.flowgroup.uk.com
34
35
Our Financials
1. General information
Flowgroup plc (the Company) and its subsidiaries (together the Group) develop and commercialise alternative and efficient energy
products and supply home energy. The addresses of its registered office and principal place of business are disclosed on page 69 of
the Group Financial Statements. Flowgroup plc is a public limited company incorporated in England and Wales.
Going concern
The Groups business activities, together with the factors likely to affect its future development, performance and position are set out
in the Chairmans Statement, Strategic Report and Directors Report on pages 08, 12 and 22. The financial position of the Group, its
cash flows and liquidity position are described in the Strategic Report. In addition, note 21 to the Financial Statements includes the
Groups objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial
instruments and hedging activities; and its exposures to credit risk and liquidity risk.
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
www.flowgroup.uk.com
36
37
Our Financials
Financial liabilities
Management have considered the terms of agreement with Battelle Memorial Institute and consider the obligation for future
repayments based on a percentage of mainstream sales to be an item which is inherently linked to the business model. Due to the
instrument containing an embedded derivative, the Group has designated the entire instrument as fair value through profit or loss
(FVTPL); see note 18.
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
4 years
Plant and equipment, and furniture, fittings and equipment are stated at historical cost less accumulated depreciation. Depreciation of
assets is calculated using the straight-line method to allocate their cost over their estimated useful lives as follows:
Plant and equipment
3 years
3 years
Cost includes the original purchase price of the asset and the costs attributable, where applicable, to bringing the asset to its current
condition and use.
Residual values and useful lives are reviewed and where appropriate, adjusted annually. Gains and losses on disposal are determined
by comparing net proceeds with the carrying amount. These are included in the Group Income Statement.
www.flowgroup.uk.com
38
39
Our Financials
2.8 Inventories
Inventories are stated at the lower of cost and net realisable value. Costs of ordinarily interchangeable items are assigned using the
first-in, first-out cost formula. Net realisable value represents the estimated selling price for inventories less all estimated costs of
completion and costs necessary to make the sale.
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Energy
Revenue arising from the supply of energy and related services is recognised as the related costs are incurred and is stated net of
value added tax. Revenue is derived from end user consumption extracted from industry settlement data and contractual tariff rate net
of any supplies that are not billable.
Sale of goods
Revenue is recognised when all the following conditions have been satisfied:
the Group has transferred to the buyer the significant risks and rewards of ownership of the goods, which is when the goods have
been installed;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership, nor effective control
over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the economic benefits associated with the transaction will flow to the Group; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Finance income
Interest is recognised using the effective interest method which calculates the amortised cost of a financial asset and allocates the
interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts
through the expected life of the asset to the net carrying amount of the financial asset.
www.flowgroup.uk.com
40
41
Our Financials
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Bonus plans
The Group operates discretionary staff bonus schemes for its employees and Directors which are paid in cash. The maximum annual
bonus payable under the scheme is two times the relevant employees basic annual salary (plus social security costs). Payments in
excess of 10% of an employees annual basic salary can be settled by the allocation of equity at the Companys discretion.
www.flowgroup.uk.com
42
43
Our Financials
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
3. Segmental information
The Groups operating segments have been identified based on internal management reporting information that is regularly reviewed
by the chief operating decision-maker, as set out in note 2.19. These operating segments are monitored and strategic decisions are
made on the basis of adjusted segment operating results.
The segment results for the year ended 31 December 2014 are as follows:
Revenue
From external customers
Segment revenues
Operating loss
Finance costs
Loss before income tax
Income tax credit
Loss for the year
Depreciation/amortisation (excluding intangible assets)
Other non-cash movements
Flow
Products
000
Flow Battery
000
Flow Energy
000
Total
000
(5,955)
(135)
(6,090)
657
(5,433)
(540)
(135)
82
82
(524)
(524)
(524)
(2)
33,277
33,277
(2,514)
(22)
(2,536)
(2,536)
(263)
33,359
33,359
(8,993)
(157)
(9,150)
657
(8,493)
(805)
(135)
Flow Products
000
Flow Battery
000
Flow Energy
000
Total
000
(4,785)
(39)
(4,824)
208
(4,616)
(452)
(39)
45
45
(349)
(349)
(349)
(2)
13,745
13,745
(1,826)
(1,826)
(1,826)
(175)
13,790
13,790
(6,960)
(39)
(6,999)
208
(6,791)
(629)
(39)
The segment results for the year ended 31 December 2013 are as follows:
Revenue
From external customers
Segment revenues
Operating loss
Finance costs
Loss before income tax
Income tax credit
Loss for the year
Depreciation/amortisation (excluding intangible assets)
Other non-cash movements
www.flowgroup.uk.com
44
45
Our Financials
2014
000
2013
000
33,359
33,359
13,790
13,790
(8,993)
(4,132)
3,162
(9,963)
(133)
(10,096)
(6,960)
(3,947)
3,232
(7,675)
5
(2,570)
(10,240)
Other expenses not allocated represent unallocated Group costs and amortisation of intangible assets. Revenue from external
customers can be summarised as follows:
2014
000
82
33,277
33,359
2013
000
45
13,745
13,790
2014
000
813
312
6,742
137
2013
000
892
181
5,515
56
401
154
10
10
45
1
9
8
26
10
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
2014
000
2013
000
24
44
(135)
(22)
(157)
(133)
(39)
(39)
5
2014
000
2013
000
786
1,350
6. Directors remuneration
Directors emoluments
Aggregate emoluments
A detailed breakdown of Directors emoluments and Directors share options which have been audited is given on page 28 as part of
the Directors Remuneration Report.
Aggregate emoluments
2014
000
511
2013
000
541
2014
000
5,375
631
44
692
6,742
2013
000
4,438
529
548
5,515
The analysis above includes employee benefits capitalised in the development asset totalling 1,525,000 (2013: 1,048,000).
Monthly average number of persons employed (including Directors):
2014
Number
110
27
137
2013
Number
61
21
82
www.flowgroup.uk.com
46
47
Our Financials
8. Share-based payments
The Company established, in June 2006, two share option schemes in relation to ordinary shares, namely the Flowgroup Unapproved
Share Option Scheme 2006 and the Flowgroup Enterprise Management Incentive Scheme 2006.
In August 2010, the Group established the Flowgroup SAYE scheme open to all employees.
In September 2010, the Company established individual CSOPs for a number of senior employees.
In October 2012, the Company established the Flowgroup Enterprise Management Incentive Scheme.
The Group grants options over the ordinary shares of the Company with an exercise value of not less than the market value of the
Companys ordinary shares on the date of grant with the exception of the SAYE scheme due to the timing difference between
making the offer and issuing the option.
The vesting period is generally three to four years. If the option remains unexercised after a period of ten years from the date of grant,
the options expire. The Group has no legal or constructive obligation to repurchase or settle the options in cash. The movement in the
number of share options is set out below:
2014
Number
12,979,080
4,791,792
(125,216)
(963,633)
16,682,023
Weighted
average
exercise
price
(pence)
26.2
32.6
23.0
23.8
28.2
2013
Number
14,910,439
2,187,124
(4,118,483)
12,979,080
Weighted
average
exercise
price
(pence)
28.1
16.6
27.9
26.2
As at 31 December 2014, 232,287 share options were capable of being exercised (2013: 629,225) with a weighted average exercise
price of 43.0 pence (2013: 31.1 pence).
For the share options outstanding at 31 December 2014 the range of exercise prices are between 14.5 pence and 43.75 pence.
There was a remaining contractual life of 7 years 5 months.
Share options are valued at the date of grant using the BlackScholes option pricing model for options with non-market vesting
conditions attached and a simulation model (Monte Carlo) for options with market vesting performance conditions, and are charged
to operating profit over the vesting period of the award with a corresponding credit to the other reserves. This resulted in a fair value
charge of 692,000 (2013: 548,000) recognised in administrative expenses and a corresponding credit to other reserves.
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Date of grant
21 January 2009
7 September 2009
31 August 2010
29 September 2010
20 May 2011
10 October 2011
17 October 2012
17 October 2012
2 May 2013
16 August 2013
20 December 2013
23 June 2014
3 July 2014
11 September 2014
12 November 2014
11 December 2014
Exercise
price
(pence)
105.5
41.5
23.0
43.8
21.3
29.8
28.0
28.0
17.3
14.5
16.25
25.9
30.25
36.25
28.8
43.75
Ordinary
shares
under
option
412,500
72,289
491,472
182,854
1,954,650
1,954,650
12,415,761
1,748,063
1,325,056
362,068
500,000
1,321,677
1,000,000
750,000
720,125
1,000,000
Share price
at date
of grant
(pence)
39.5
41.5
29.5
43.8
18.5
31.5
31.4
31.4
17.3
14.5
17.6
32.5
28.2
36.25
36.0
43.75
Expected
volatility
38.7%
42.7%
40.8%
38.7%
38.7%
38.7%
58.6%
58.6%
61.0%
61.0%
59.1%
51.8%
51.8%
51.8%
51.8%
51.8%
Risk-free
interest
rate
4.50%
4.50%
4.50%
4.50%
4.50%
4.50%
0.86%
0.86%
0.86%
0.86%
0.86%
1.80%
1.80%
1.80%
1.80%
1.80%
Life of
option
(years)
1
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
Expected
Vesting
dividends requirements
Nil
1
Nil
2
Nil
2
Nil
2
Nil
1
Nil
1
Nil
3
Nil
4
Nil
3
Nil
4
Nil
4
Nil
5
Nil
4
Nil
4
Nil
5
Nil
4
The middle market price of ordinary shares on 31 December 2014 was 43.75 (2013: 16.25) pence. The high and low market prices
during the year were 47.5 (2013: 35.18) pence and 13.0 (2013: 9.98) pence respectively.
Expected volatility is derived from observation of the historic volatility of the Companys shares from 2006 to date of grant.
The expected life used in the model has been adjusted based on managements best estimate, for the effects of non-transferability,
exercise restrictions and behavioural conditions.
National insurance is payable on gains made by employees on exercise of share options granted to them.
www.flowgroup.uk.com
48
49
Our Financials
9. Income tax
2014
000
657
657
Current tax
Credit in respect of prior years
Total income tax
2013
000
208
208
The adjustment in respect of prior years originates from a tax credit received in cash arising from research and development activities.
The tax on the Groups loss before tax differs from the theoretical amount that would arise using the weighted average rate applicable
to losses of the Group entities as follows:
2014
000
(10,096)
(2,171)
140
147
1,884
(657)
(657)
2013
000
(10,240)
(2,381)
693
980
708
(208)
(208)
Unrelieved tax losses of 45,492,000 (2013: 32,522,000) remain available to offset against future taxable trading profits. No deferred
tax asset has been recognised in respect of the losses as recoverability is uncertain.
2,518
(9,098)
(6,759)
2013
000
(190)
(1)
2,191
(6,504)
(4,504)
2013
(10,032)
148,915,509
134,994,040
(7.43)
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares to assume conversion of all
potentially dilutive ordinary shares arising from awards made under the Groups share option schemes, and where performance criteria
are involved the number of shares expected to be issued against such criteria.
On 19 May 2015 the Group issued 78,036,600 new ordinary shares for a gross consideration of 22,240,000. The issue of these new
ordinary shares would have significantly impacted the number of shares used in calculating both basic and diluted earnings per share,
had the share issue taken place during the reporting period.
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Cost
At 1 January 2013
Additions
At 31 December 2013
Additions
At 31 December 2014
Accumulated amortisation
At 1 January 2013
Charge for the year
At 31 December 2013
Charge for the year
At 31 December 2014
Net book value
At 31 December 2014
At 31 December 2013
At 31 December 2012
Intellectual
property
000
MicroCHP
development
asset
000
Compressed
air battery
development
asset
000
Other
intangible
assets
000
Total
000
5,787
5,787
5,787
7,476
3,232
10,708
3,162
13,870
2,046
2,046
2,046
349
376
725
254
979
15,658
3,608
19,266
3,416
22,682
2,218
336
2,554
336
2,890
1,403
392
1,795
251
2,046
88
164
252
226
478
3,709
892
4,601
813
5,414
2,897
3,233
3,569
13,870
10,708
7,476
251
643
501
473
261
17,268
14,665
11,949
Additions in respect of micoCHP development asset during the year arise from internal development.
Intangibles include internally generated product development costs capitalised in accordance with IAS 38 and purchased intellectual
property held at cost less amortisation following the disposal of Energetix Micropower Limited. Other intangible assets relate to
purchased software.
Intellectual property
On 16 April 2004, the Group disposed of its 60% investment in Energetix Micropower Limited to a third party for an initial
consideration of 1,031,400 on completion of the transaction, deferred consideration of 4,200,000, of which 900,000 was due
as at 16 April 2006, and contingent consideration of 600,000 (based upon the sale of 60,000 units by the acquirer). The deferred
consideration was discounted at 6.75% from the date of disposal to the anticipated settlement date. Initially, the discount was
recorded as finance costs of 846,000.
On 16 April 2006, the third party indicated that they would not be paying the Group the deferred consideration for Energetix
Micropower Limited that was originally sold in April 2004. The terms of the original Sale and Purchase Agreement contained clauses
that anticipated this eventuality and accordingly resulted in the return of the intellectual property into a new subsidiary of the Group
(Energyboost Limited (now Flow Products Limited)) formed for the purpose.
The agreement also made provision for the original partner to Energetix Micropower Limited to participate in the new subsidiary with
their original 40% equity holding.
The Group agreed that its original partner in this venture received a 3,000,000 preference debt in the new subsidiary in lieu of any
entitlement to equity (see note 18). The preference debt has been discounted at 10.0% from the date of assuming the preference debt
until the anticipated settlement date. This preference debt will be paid out of the future earnings of the new subsidiary.
www.flowgroup.uk.com
50
51
Our Financials
The remaining amortisation period as at December 2014 of the intellectual property is nine years.
Impairment review
The Group has undertaken an impairment review by cash generating unit. The Group determines that the following cash generating
units exist and that their individual costs of capital are:
Technology
MicroCHP
Subsidiary
Flow Products Limited
Cost of capital
14.2%
Total intangible
carrying value
000
16,767
Following a review of the CGU, the Directors do not believe the carrying value of any of the Groups assets to be impaired and, hence,
no charge has been made.
Key assumptions
MicroCHP
In determining value in use, financial and business forecasts have been prepared by management and approved by the Board for the
five years following the reporting date. In addition, a third party has reviewed the business model and devised their own independent
forecasts. These independent forecasts also indicate growth rates that increase by various rates throughout the forecast period.
Management have performed a sensitivity analysis around the above assumptions with the conclusion that no reasonably possible
changes in the financial and business assumptions would result in the value in use being less than the carrying value of the cash
generating unit. However, if the business model is not successfully implemented, the carrying value of the intangible may be impaired
and may require writing down.
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Cost
At 1 January 2013
Additions
At 31 December 2013
Additions
At 31 December 2014
Accumulated depreciation
At 1 January 2013
Charge for the year
At 31 December 2013
Charge for the year
At 31 December 2014
Net book value
At 31 December 2014
At 31 December 2013
At 31 December 2012
Leasehold
improvement
000
Plant and
equipment
000
Furniture,
fittings and
equipment
000
Total
000
96
21
117
150
267
517
280
797
22
819
317
136
453
228
681
930
437
1,367
400
1,767
82
6
88
35
123
364
106
470
156
626
204
69
273
121
394
650
181
831
312
1,143
144
29
14
193
327
153
287
180
113
624
536
280
2014
000
2013
000
2,511
59
(2,570)
14. Investments
Carrying value
At 1 January
Share capital subscribed
Impairment of investment
At 31 December
The Groups investment in Iafyds plc was impaired in full during the year ended 31 December 2013.
www.flowgroup.uk.com
52
53
Our Financials
15. Inventories
Raw materials
2014
000
160
2013
000
15
2014
000
3,264
3,743
308
7,315
2013
000
1,258
2,957
126
4,341
The average credit period on sales of goods and services is 34 days (2013: 10 days). No interest is charged on trade receivables.
The ageing of trade receivables at the balance sheet date was:
2014
000
2,066
1,183
554
871
4,674
(1,410)
3,264
0 to 30 days
31 to 60 days
61 to 90 days
More than 91 days
Impairment allowance
2013
000
888
495
202
76
1,661
(403)
1,258
Trade receivables are amounts due from customers for energy sold in the ordinary course of business. These are carried at original
invoice amount less any allowance for impairment. Allowances are made where there is evidence of risk of non-payment, taking into
account ageing, previous experience and general economic conditions. When a trade receivable is determined to be uncollectable it
is written off, firstly against any allowance available and then to the Income Statement. Subsequent recoveries of amounts previously
provided for are credited to the Income Statement.
Give the number and nature of the Groups customers it has no concentration of credit risk. The Directors consider the fair value to be
equal to the carrying value given the short term nature of the trade and other receivables.
The movement in the impairment allowance is made up of additional allowances recognised during the year.
The Group does not hold any collateral as security.
All cash at bank and in hand is held by UK banks meets the criteria set out in the Directors Report on page 22.
Flowgroup plc
2013
000
17,361
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
2014
000
2013
000
1,024
1,024
107
107
1,135
2,159
1,917
2,024
2014
000
1,135
1,135
2013
000
1,396
521
1,917
In July 2006, Energetix (Europe) Limited and Flow Products Limited entered into an arrangement with Battelle Memorial Institute
(Battelle) under which Battelle agreed to waive all rights to subscribe for 40% of the share capital of Flow Products Limited in
exchange for a 3,000,000 preference debt in Flow Products Limited. The preference debt has been discounted at 10% (2013: 10%)
from the date of assuming the preference debt until the anticipated settlement date, giving rise to a non-current liability of 1,135,000
(2013: 1,917,000) and a current liability of 1,024,000 (2013: 107,000). The terms are that it is not interest bearing, that 500,000
was repaid over the two years ending August 2008 and that the balance will be repaid by (i) an amount equal to 10% of any licence
fees paid to Flow Products Limited by any third party and (ii) 2% of amounts received by Flow Products Limited in respect of all
mainstream sales. The obligation for future repayments based on a percentage of mainstream sales is considered an embedded
derivative. During the year, Nil (2013: Nil) was repaid and the discounting of future repayments at 10% (2013: 10%) has resulted in a
135,000 increase (2013: 39,000 increase) to the carrying value of the liability. The amount contractually repayable at 31 December
2014 was 2,500,000 (2013: 2,500,000).
Financial liabilities are recognised when the Group becomes party to the contractual agreement of the instrument. All interest-related
charges and changes in an instruments fair value are reported in the Group Income Statement and are shown within finance cost.
There are no other borrowing facilities or arrangements in place for the Group as at 31 December 2014 and 31 December 2013.
The change in value of the financial liability is derived from the level of mainstream sales expected to be obtained and, as such, is not
attributable to changes in the credit risk of the liability.
2014
000
523
220
9,217
9,960
2013
000
810
91
3,255
4,156
The Directors consider the fair value to be equal to the carrying value given the short term nature of the trade and other payables.
www.flowgroup.uk.com
54
55
Our Financials
2013
000
1,350
452
1,802
The remuneration of Directors is determined by the Remuneration Committee having regard to performance of individuals and market
trends detailed in the Remuneration Report on pages 27 and 28.
2014
000
2013
000
11,621
18,619
2,159
9,960
2,024
4,156
The carrying amount reflected above represents the Groups maximum exposure to credit risk for such loans and receivables.
Currently, the Group does not undertake a significant number of transactions denominated in foreign currencies. Nevertheless, the
Directors are aware of the benefits of hedging currency transactions and will implement such procedures when the number and/or
scale of such transactions makes such a course of action appropriate.
For commentary on credit risk, liquidity risk and currency risk, see note 2 and the financial risk management objectives and policies
disclosed in the Directors Report on page 23.
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
As at 31 December 2014
Trade and other payables
Total excluding derivatives
Financial liability held at FVTPL
As at 31 December 2013
Trade and other payables
Total excluding derivatives
Financial liability held at FVTPL
0 60 days
000
9,960
9,960
9,960
61 days
6 months
000
35
35
7 months
12 months
000
1,092
1,092
13 months
2 years
000
1,373
1,373
Greater than
2 years up to
5 years
000
Total
000
9,960
9,960
2,500
12,460
0 60 days
000
4,156
4,156
4,156
61 days
6 months
000
7 months
12 months
000
118
118
13 months
2 years
000
1,689
1,689
Greater than
2 years up to
5 years
000
693
693
Total
000
4,156
4,156
2,500
6,656
Note
18
Level 1
000
Level 2
000
Level 3
000
Total
000
2,159
2,159
2,159
2,159
www.flowgroup.uk.com
56
57
Our Financials
2014
000
2,024
135
2,159
Opening balance
Loss recognised in profit or loss for the year and presented in finance costs
Closing balance
The Group measures its fair value liability using a discounted cash flow model based on future sales. The Group has determined the
applicable discount rate as 10%.
The Group has determined future sales used in the model from agreed forecasts and, where such forecasts are not available, prudent
extrapolations of such forecasts. Using alternative forecasts changes the fair value of the liability as follows:
Fair value at
31 December
2014
000
2,156
2,159
Change in fair
value
000
(3)
Given the above, management believe that the fair value presented in these Group Financial Statements is appropriate.
2014
000
Loss for the year
Equity
+1%
84
84
-1%
84
84
Flowgroup plc
+1%
172
172
-1%
172
172
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
239,367,262
78,260
7,826
39,130
239,492,478
11,968
4
1
2
11,975
31 December 2013
Number of
Share capital
shares
000
132,505,606
17,795,000
89,066,656
239,367,262
6,626
890
4,452
11,968
2014
000
2013
000
(10,096)
(10,240)
312
813
(24)
135
692
241
181
892
(44)
39
548
208
2,570
(145)
(2,974)
5,804
(5,242)
(2)
(4,006)
2,752
(7,102)
On 10 April 2014, the Company issued 78,260 ordinary shares of 5 pence at 23 pence per share.
On 24 April 2014, the Company issued 7,826 ordinary shares of 5 pence at 23 pence per share.
On 26 June 2014, the Company issued 39,130 ordinary shares of 5 pence at 23 pence per share.
www.flowgroup.uk.com
58
59
Our Financials
2013
000
137
279
416
No sublease payments or contingent rent payments were made or received; neither do the Groups operating lease agreements
contain any contingent rent clauses, renewal or purchase options or escalation clauses.
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Our opinion
In our opinion, Flowgroup plcs Company
Financial Statements (the financial
statements):
give a true and fair view of the state of
the Companys affairs as at
31 December 2014;
have been properly prepared in
accordance with United Kingdom
Generally Accepted Accounting
Practice; and
have been prepared in accordance with
the requirements of the Companies Act
2006.
What we have audited
Flowgroup plcs financial statements
comprise:
the Company Balance Sheet as at
31 December 2014; and
the notes to the financial statements,
which include a summary of significant
accounting policies and other
explanatory information.
Certain required disclosures have been
presented elsewhere in the Annual Report,
rather than in the notes to the financial
statements. These are cross-referenced
from the financial statements and are
identified as audited.
The financial reporting framework that
has been applied in the preparation of the
financial statements is applicable law and
United Kingdom Accounting Standards
(United Kingdom Generally Accepted
Accounting Practice).
In applying the financial reporting
framework, the Directors have made
a number of subjective judgements,
for example in respect of significant
accounting estimates. In making such
estimates, they have made assumptions
and considered future events.
Other matter
We have reported separately on the Group
Financial Statements of Flowgroup plc for
the year ended 31 December 2014.
Hazel Macnamara
(Senior Statutory Auditor)
for and on behalf of
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory
Auditors
Manchester
26 May 2015
www.flowgroup.uk.com
60
61
Our Financials
Company
Balance Sheet
as at 31 December 2014
As at
31 December
2014
Note
000
Fixed assets
Tangible assets
Investments
Current assets
Debtors
Cash at bank and in hand
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Capital and reserves
Called up share capital
Share premium account
Other reserves
Profit and loss account
Shareholders funds
As at
31 December
2013
000
C3
C4
146
421
567
117
267
384
C5
8,196
6,920
15,116
(6,096)
9,020
9,587
8,438
16,581
25,019
(4,589)
20,430
20,814
11,975
41,850
1,722
(45,960)
9,587
11,968
41,827
1,030
(34,011)
20,814
C6
C8
C9
C10
C11
C12
The notes on pages 61 to 68 are an integral part of the Companys Financial Statements.
These Financial Statements on pages 60 to 68 were approved by the Board of Directors and authorised for issue on 26 May 2015 and
were signed on its behalf by:
Tony Stiff
Group Chief Executive Officer
Flowgroup plc
Registered number: 5819555
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Going concern
In January 2015 the Group launched the Flow boiler. Subsequently there has been significant market interest in both the Flow boiler
and the initial sales proposition with there now being a number of confirmed sales orders. The Flow boiler is in production and both
the boiler and the production line have received CE approval. Initial installation of the Flow boiler will commence during June 2015.
The issue of additional share capital which was approved by the shareholders on 18 May 2015 raised further funding of 21.3m. This
has secured the Groups cash requirements for the acceleration of the development of a combination boiler, production efficiency
programmes and the investment in staff and processes to support the anticipated expansion of the business.
In December 2014 the Manufacturing Services Agreement with Jabil Circuit Inc was extended to cover the production of up to
500,000 units. Subsequently Jabil participated in the May 2015 fundraising investing 7.4m and now have a shareholding of 8.14%.
The Directors have produced business forecasts which indicate that the Group has sufficient resources to operate for the foreseeable
future continuing the development of the energy services and backup power businesses and taking the boiler through from initial
installations during Summer 2015 to cash generation during Q4 2015 and profitability during Q1 2016. Accordingly, the Directors have
adopted the going concern basis in the preparation of the Financial Statements.
three years
Cost includes the original purchase price of the asset and the costs attributable, where applicable, to bringing the asset to its current
condition and use.
Residual values and lives are reviewed and, where appropriate, adjusted annually. Gains and losses on disposal are determined by
comparing net proceeds with the corresponding amount.
Cash
Cash comprises cash in hand and deposits repayable on demand.
Investments
Investments are stated at cost, less amounts provided for impairment.
Current tax
The current tax charge is based on the result for the year and is measured at the amounts to be paid based on the tax rates and laws
substantively enacted by the Balance Sheet date.
www.flowgroup.uk.com
62
63
Our Financials
Estimation techniques
The Company has conducted an impairment review of investments and as such, has had to make judgements as to the likelihood
of them generating future cash flows, the period over which those cash flows will be received and the costs which are attributable
against them. The recoverable amount is determined using the value in use calculation. The use of this method requires the estimation
of future cash flows and the selection of a suitable discount rate in order to calculate the present value of these cash flows. In support
of the assumptions, management uses a variety of sources including third party published reports and knowledge from discussions
with partners and potential partners in both the supply and distribution channels.
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
2014
Number
12,979,080
4,791,792
(125,216)
(963,633)
16,682,023
Weighted
average
exercise
price
(pence)
26.2
32.6
23.0
23.8
28.2
2013
Number
14,910,439
2,187,124
(4,118,483)
12,979,080
Weighted
average
exercise
price
(pence)
28.1
16.6
27.9
26.2
As at 31 December 2014, 232,287 share options were capable of being exercised (2013: 629,225) with a weighted average exercise
price of 43.0 pence (2013: 31.1 pence).
For the share options outstanding at 31 December 2014 the range of exercise prices are between 14.5 pence and 43.8 pence. There
was a remaining contractual life of 7 years 5 months.
Share options are valued at the date of grant using the BlackScholes option pricing model for options with non-market vesting
conditions attached and a simulation model for options with market vesting conditions, and are charged to operating profit over the
vesting period of the award with a corresponding credit to the other reserves.
www.flowgroup.uk.com
64
65
Our Financials
Date of grant
21 January 2009
7 September 2009
31 August 2010
29 September 2010
20 May 2011
10 October 2011
17 October 2012
17 October 2012
2 May 2013
16 August 2013
20 December 2013
23 June 2014
3 July 2014
11 September 2014
12 November 2014
11 December 2014
Exercise
price
(pence)
105.5
41.5
23.0
43.8
21.3
29.8
28.0
28.0
17.3
14.5
16.25
25.9
30.25
36.25
28.8
43.75
Ordinary
shares
under
option
412,500
72,289
491,472
182,854
1,954,650
1,954,650
12,415,761
1,748,063
1,325,056
362,068
500,000
1,321,677
1,000,000
750,000
720,125
1,000,000
Share price
at date
of grant
(pence)
39.5
41.5
29.5
43.8
18.5
31.5
31.4
31.4
17.3
14.5
17.6
32.5
28.2
36.25
36.0
43.75
Expected
volatility
38.7%
42.7%
40.8%
38.7%
38.7%
38.7%
58.6%
58.6%
61.0%
61.0%
59.1%
51.8%
51.8%
51.8%
51.8%
51.8%
Risk-free
interest
rate
4.50%
4.50%
4.50%
4.50%
4.50%
4.50%
0.86%
0.86%
0.86%
0.86%
0.86%
1.80%
1.80%
1.80%
1.80%
1.80%
Life of
option
(years)
1
3
3
3
3
3
3
3
3
3
3
3
3
3
3
3
Expected
Vesting
dividends requirements
Nil
1
Nil
2
Nil
2
Nil
2
Nil
1
Nil
1
Nil
3
Nil
4
Nil
3
Nil
4
Nil
4
Nil
5
Nil
4
Nil
4
Nil
5
Nil
4
The middle market price of ordinary shares on 31 December 2014 was 43.75 (2013: 16.25) pence. The high and low market prices
during the year were 47.5 (2013: 35.18) pence and 13.0 (2013: 9.98) pence respectively.
Expected volatility is derived from observation of the historic volatility of the Companys shares from 2006 to date.
The expected life used in the model has been adjusted based on managements best estimate, for the effects of non-transferability,
exercise restrictions and behavioural conditions.
National insurance is payable on gains made by employees on exercise of share options granted to them.
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Cost
At 1 January 2014
Additions
At 31 December 2014
Accumulated depreciation
At 1 January 2014
Charge for the year
At 31 December 2014
Net book value
At 31 December 2014
At 31 December 2013
Leasehold
improvement
000
Plant and
equipment
000
Total
000
56
1
57
307
97
404
363
98
461
48
1
49
198
68
266
246
69
315
8
8
138
109
146
117
C4. Investments
Total
000
Cost
At 1 January 2014
Additions
At 31 December 2014
Provisions for impairment
At 1 January 2014
Provision for the year
At 31 December 2014
Net book value
At 31 December 2014
At 31 December 2013
2,080
154
2,234
1,813
1,813
421
267
Thermetica Limited
Flow Battery Limited
Energetix Laser Technologies Limited
Energetix (Europe) Limited
Flow Products Limited
Flow Energy Limited
Kingston Energy Limited
Energetix (Nominees) Limited
Energetix Genlec Limited
Circuit Energy Supply Limited
Energetix Group Ltd
Flow Installations Limited
Flow Finance Limited
Energetix Technologies Inc.
Principal activity
Non-trading
Backup power solutions
Non-trading
Holding company
Next generation heating system
Energy supply
Non-trading
Holding company
Non-trading
Non-trading
Holding Company
Non-trading
Non-trading
Non-trading
Percentage
held
100%
99%
60%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
All companies with the exception of Flow Finance Limited and Flow Installations Limited are directly owned and all are registered in
England and Wales with the exception of Energetix Technologies Inc. which is registered in Delaware, United States.
The Directors believe that the carrying values of the investments are supported by their underlying net assets.
www.flowgroup.uk.com
66
67
Our Financials
C5. Debtors
2014
000
8,056
40
100
8,196
2013
000
8,345
64
29
8,438
Amounts owed by subsidiary undertakings are unsecured, interest free, repayable on demand and have no fixed repayment date.
Trade creditors
Amounts owed to subsidiary undertakings
Taxation and social security
Accruals
2013
000
73
3,909
607
4,589
Amounts owed to subsidiary undertakings are unsecured, interest free, repayable on demand and have no fixed repayment date.
2013
000
(45)
(991)
(1,036)
Unrelieved tax losses of 5,836,000 (2013: 4,954,000) remain available to offset against future taxable trading profits. No deferred
tax asset has been recognised in respect of the losses as recoverability is uncertain.
239,367,262
78,260
7,826
39,130
239,492,478
11,968
4
1
2
11,975
On 10 April 2014, the Company issued 78,260 ordinary shares of 5 pence at 23 pence per share.
On 24 April 2014, the Company issued 7,826 ordinary shares of 5 pence at 23 pence per share.
On 26 June 2014, the Company issued 39,130 ordinary shares of 5 pence at 23 pence per share.
Flowgroup plc
31 December 2013
Number of
Share capital
shares
000
132,505,606
17,795,000
89,066,656
239,367,262
6,626
890
4,452
11,968
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
2014
000
41,827
23
41,850
2013
000
30,794
11,033
41,827
2014
000
1,030
692
1,722
2013
000
482
548
1,030
At 1 January
Loss for the year
At 31 December
2014
000
(34,011)
(11,949)
(45,960)
2013
000
(22,300)
(11,711)
(34,011)
2014
000
(11,949)
30
692
(11,227)
20,814
9,587
2013
000
(11,711)
16,375
548
5,212
15,602
20,814
2014
000
163
163
2013
000
6
90
96
No sublease payments or contingent rent payments were made or received; neither do the Companys operating lease agreements
contain any contingent rent clauses, renewal or purchase options or escalation clauses.
www.flowgroup.uk.com
68
69
Our Financials
Flowgroup plc
Our Business
and Strategy
Our
Performance
Our
Governance
Our
Financials
Shareholder
Information
Advisers and
Company Information
Company registration number 5819555
Registered office
Bankers
Castlefield House
Liverpool Road
Castlefield
Manchester
M3 4SB
Solicitors
Directors
C Spottiswoode (Non-Executive Chairman)
AD Stiff (Group Chief Executive Officer)
NP Canham (Chief Financial Officer)
Dr HJ Cialone (Non-Executive Director)
DK Grundy (Non-Executive Director)
JJ Johnston (Non-Executive Director)
Company Secretary
PM Barry
Joint broker
CENKOS Securities Limited
6.7.8 Tokenhouse Yard
London
EC2R 7AS
Independent auditor
PricewaterhouseCoopers LLP
Chartered Accountants & Statutory Auditors
101 Barbirolli Square
Lower Mosley Street
Manchester
M2 3PW
Registrars
Neville Registrars Limited
Neville House
18 Laurel Lane
Halesowen
West Midlands
B63 3DA
www.flowgroup.uk.com
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Shareholder Information
Shareholder
Notes
Flowgroup plc
Flowgroup plc
Capenhurst Technology Park
Chester
CH1 6EH
t I 0151 348 2100
f I 0151 348 2101
e I info@flowgroup.uk.com