Final Results and Notice of AGM

RNS Number : 8496Z

AFC Energy Plc

12 February 2014

Embargoed until 07:00

AFC Energy PLC

("AFC Energy" or "AFC" or "the Company")

Final Results and Notice of AGM

AFC Energy (AIM: AFC), the industrial fuel cell power company, is pleased to announce its audited results for the year ended 31 October 2013.

FY13 Highlights

· Extended the life of fuel cells to twelve months in the laboratory

· Finalised award of up to €6m from the EU to support the Power Up project

· Finalised award of up to €2m from the EU to support a research project for the development of ammonia-fed alkaline fuel cell systems

· Revenue more than doubled to £768k (2012: £361k)

· Loss before tax £4.5m (2012: £4.16m)

· Research and development expenditure increased to £1.48m (2012: £1.45m)

· Diluted loss per share of 1.88p (2012: 2.05p)

· Net cash amounted to £6.9m as at 31 October 2013 (2012: £10.9m)

· Announced a working partnership with Foster Wheeler to develop fuel cell systems for industrial applications

· Entered into a commercialisation agreement with Waste2Tricity International (Thailand) Ltd ("W2T Thailand") extending our reach into the fast growing emerging markets of South East Asia

· Acquired asset and intellectual property of Diverse Energy plc ("Diverse Energy"), to complement AFC Energy's European Union ("EU") funded ammonia-fed fuel system project

· Opened first sales office in South Korea in partnership with Intralink Ltd

· Established a research relationship with Lancaster University

· Appointed Jane Dumeresque as Finance Director and Company Secretary

Post Period Highlights

· Announced strategic partnership with Air Products PLC ("Air Products") within the Power Up programme

· Signed a non-binding Memorandum of Understanding with Allied New Technologies Inc ("Allied") to undertake a feasibility study for a fuel cell system

· Expanded the Dunsfold complex, allowing the company to move towards a more automated form of production

· Intellectual property portfolio expanded to 30 patents

Tim Yeo, Chairman of AFC Energy, commented: "The global fuel cell industry is continuing to show strong growth which provides a favourable backdrop for AFC Energy. We made excellent progress last year to commercialise our fuel cell technology which is aimed at supplying low-cost power for large scale industrial markets. During the year we extended the longevity of our fuel cell to 12 months, while also substantially improving its power efficiency. At the same time, we have launched new demonstration projects with world-class partners and opened new potential markets. AFC Energy has a unique, patented technology, a growing reputation and many commercial opportunities around the globe. With a strong balance sheet, the Board remains very confident of the Company's future success."

Notice of AGM

AFC Energy also today gives notice that its Annual General Meeting will be held at the Clarke Suite, Chelsea Football Club, Stamford Bridge, Fulham Road, London SW6 1HS at 2pm on 4^th April 2014.

The Annual Report and Accounts and Notice of AGM will be sent to shareholders in March and will be available for download from the Company's website, www.afcenergy.com, in accordance with AIM Rule 20.

For further information, please contact:

AFC Energy plc Ian Williamson, Chief Executive Jane Dumeresque, Finance Director	+44 (0)1483 276726



Peat & Co. - Corporate Broker Charlie Peat	+44 (0)20 7104 2334

Allenby Capital - AIM Nominated Adviser Jeremy Porter James Reeve	+44 (0)20 3328 5656

Luther Pendragon - Public Relations Adviser

Neil Thapar

Alexis Gore

James Foster

+44 (0)20 7618 9100

About AFC Energy

Founded in 2006, AFC Energy plc is re-engineering proven alkaline fuel cell technology to reduce the cost of electricity. Alkaline fuel cells have been used on US and Russian manned space missions for decades to provide electrical power and drinking water. By using platinum free, advanced materials, design tools and manufacturing processes at scale, AFC Energy is developing fuel cells that will compete with conventional technologies such as turbines for electrical power generation. Today, AFC Energy is pursuing opportunities in several sectors where hydrogen is readily available including the chlorine, clean coal and waste-to-energy industries as well as applications for distributed/back-up power. For further information, please visit our website: www.afcenergy.com.

Chairman's Statement

Overview

Before looking at developments in the global fuel cell marketplace or considering the excellent technical progress made by AFC Energy over the past year, it is worth reflecting on the context in which our technology is being developed.

Britain currently faces difficult challenges in relation to energy production with a combination of potential supply shortages in the near-term, rising consumer prices and tough greenhouse gas emission reduction targets. In varying degrees these challenges also confront the rest of the European Union and much of the developed world.

So what can fuel cells contribute to solving these problems? The answer is potentially quite a lot, especially if the fuel cell in question is one of the low cost fuel efficient conversion devices of the sort AFC Energy is developing.

However, unlike many other forms of renewable energy in the UK our progress to date has been funded almost entirely by our shareholders with very little coming by way of grant or subsidy. The update to the UK Renewable Energy Roadmap, published by DECC in November 2013 uses the term "fuel cell" once only, in relation to hydrogen powered cars. Furthermore fuel cells are not yet one of the technologies for which, under the Government's Electricity Market Reform, contracts for difference will be available. This effectively excludes fuel cells from the substantial consumer funded subsidies which will in future be paid for other forms of low carbon electricity generation such as solar, wind and nuclear power.

A glance at developments in other countries (see below) would suggest that some other leading industrial nations are more supportive of fuel cells. This is not surprising because fuel cells are capable, with some additional investment, of accelerating progress towards the achievement of renewable energy targets and could also provide significant employment.

Market background

Global shipments of stationary industrial fuel cell power systems increased by 50% in 2012 to 24,100 units (125MW) and are forecast to more than double (to over 50,000 units or 180MW) units in 2013. In the last two years Asia has emerged as the dominant fuel cell adopter and this is why AFC Energy opened a sales office in South Korea in early 2013.

The stationary sector has been the leading performer for fuel cell technology across all scales: from small-scale grid-connected micro combined heat and power units for residential use, to off-grid power backup systems providing uninterruptible power to critical infrastructure and even to megawatt-scale installations designed as grid-connected power stations.

Outside Asia there is also strong support for fuel cells and hydrogen technologies in North America, led by the US Government and the Department of Energy. In April 2013, 27 Senators signed a letter requesting $148m in funding for the fuel cell and hydrogen programme. The technology is also supported at the highest level with the President including the technology in his "all of the above" energy strategy, calling on Congress to establish an Energy Security Trust. The President also proposed setting aside $2bn to develop technologies, including fuel cells, to help wean the US off fossil fuels.

Our technology

We have focussed on two key areas in the last year. Firstly, we have continued to improve the performance of the cells. Secondly, in parallel with that, we have further developed our plans for volume manufacturing of the cells over the medium-term, which initially will be necessary to support the Power Up project.

To be commercially successful, the cells must produce the right amount of power and must be durable, so higher power and increased longevity have been the focus of attention. In July, we announced that we had achieved 12 months of continuous operation by one of our cells in the laboratory at Dunsfold. The next challenge is to reproduce this sort of performance in the real world environment. To this end, we have continued testing in Germany with our very supportive partners AkzoNobel.

We are looking forward to getting the Power Up project underway, also in Germany, later in 2014.The start of this project - which is supported by the EU - was delayed slightly by our decision to change our partners to Air Products, but we feel it puts us in a much stronger position to develop our commercial 250kW system, labelled "KORE".

Last year, we opened a pilot production plant at Dunsfold and this has worked extremely well throughout the year, supplying cells for the test units. However, over the medium-term we will need several thousand cells to satisfy our partners and customers so we announced in November that we were bringing forward our plans for the scaling-up of manufacturing, key to which is a move from a manual to a semi-automated process and finally to a fully automated process.

Our partners

Our initial target market firmly remains the chlor-alkali industry and our testing with AkzoNobel continues. This will be supplemented by the addition of Air Products in 2014 as the Power Up project gets underway.

In April we announced an important engineering partnership with Foster Wheeler - the global engineering and construction contractor and power generation equipment supplier- to develop and roll-out commercial fuel cell systems for industrial applications. There has been continued progress since then to peer review the designs and concepts for AFC Energy's 250kW modular KORE systems. Going forward, the two companies will work together, concentrating on balance of plant areas that support the fuel cell operation and developing an innovative module fabrication and delivery capability to target a wide range of industrial and utility-scale applications.

In connection with the ramp-up in manufacturing, we recently added UK automation specialists GB Innomech as a partner who are developing automated stack assembly and stack disassembly systems. This will enable manufacturing/maintenance facilities to be rolled out quickly and inexpensively.

Our relationship with Waste2Tricity ("W2T"), where AFC Energy owns a 23% stake, developed further. AFC Energy and W2T have collaborated closely since signing an agreement to target and develop waste-to-energy opportunities both at home and abroad.

In October, W2T completed a £1m fundraising round and we invested a further £50,000 as part of that round. On October 31^st 2013, AFC Energy entered into a commercialisation agreement with Waste2Tricity International (Thailand) Ltd, (a wholly owned subsidiary of W2T) and granted them exclusive long term rights for the application of our technology to the waste-to-energy market in Thailand. The Agreement will extend our reach into the fast growing emerging markets of South East Asia, beginning with Thailand, where demand for electricity is forecast to grow by an estimated 4.4% per annum for the next 15 years. Under the terms of the Agreement, AFC Energy will receive a non-refundable appointment fee of £1.2million payable in stages over four years.

While AFC Energy remains primarily focused on delivery of large-scale industrial systems, there are also commercial opportunities in smaller-scale units. Our interest here centres around our EU-funded Alkammonia project which is seeking to assess whether ammonia can be used as a feedstock for our fuel cells. This was behind our purchase in December 2012 of assets and IP from Diverse Energy who had developed specialism in this area with a focus on the mobile phone mast power market.

Management and Board

There were three changes at Board level during the year and one shortly after the year end.

Following the strategic investment of £8.7m in October 2012 by Ervington investments (representing 15% of our enlarged capital), Eugene Shvidler and Eugene Tenenbaum were appointed as non-executive directors on 10^th January 2013, to represent Ervington's interest in the company. Both have wide business experience in a number of companies and I am grateful for their contribution thus far.

In August we announced the appointment of Jane Dumeresque as Finance Director, replacing David Marson who had worked with the company on a consultancy basis since 2009. Our thanks go to David for his contribution during that period.

In mid-November Ian Balchin, Deputy Chairman and Chief Strategic Officer, stepped down from the Board after five years. I should like to record the Board's warm thanks for Ian's insight and input over the years. We wish both David and Ian well.

Summary

The global fuel cell industry is continuing to show strong growth. Many countries are increasingly grasping the opportunities offered by fuel cells of all descriptions and are supporting the industry with subsidies to encourage growth and accelerate cost reductions as well as create jobs. We must hope the UK also recognises that fuel cell technology can be advantageously applied in areas other than vehicles before other countries gain too big a lead. In the meantime AFC Energy - with some support from the EU - continues to develop well.

In the coming financial year we expect to see further technical progress in terms of cell performance as well as the deployment of our first 250kW KORE system. There will also be further steps towards gearing up for volume manufacturing. Our progress is considered and measured and I repeat my message from last year that we will not cut corners. At AFC Energy we want to get things right first time because that will deliver our goal as rapidly as possible.

I would like to thank all Board members for their efforts and even more so the dedicated and brilliant band of employees who are responsible for this company's success thus far.

AFC Energy has unique, patented technology, world-class partners, a growing reputation and many commercial opportunities around the globe. The Board remains very confident of the Company's future success.

Tim Yeo

Chairman

Strategic report and operational review

Our strategic target remains to develop and deliver efficient, commercially viable low cost alkaline fuel cells systems to the industrial marketplace as soon as we can. As a small company with limited resources, if we are to achieve that goal we have to be smart about the way we go about it - and not just from a technical standpoint.

Since I joined AFC Energy in late 2011, we have tried to ensure that everything we do is for the right reasons and that the decisions we take do not throw us off the careful course we are plotting for the future. Short-termism will not get us to where we need to be. By necessity we must be rigorous in the way that we develop our outstanding technology, but we have been just as careful in the way we go about selecting our partners and the way we manage our finances.

It is pleasing to see the progress being made by the fuel cell industry globally and this clearly benefits AFC Energy indirectly. From my visits to different parts of the world over the last year it is also clear that there are very substantial and exciting direct opportunities for the Company and this makes us even more determined to make sure we continue to "do things right" and employ considered decision making.

Technological partners

We need partners to help us - both financial and technological - and the last year has seen the Company make significant strides in this area.

It is often said that one can be judged by the company one keeps. We have enjoyed an excellent working relationship with AkzoNobel in the recent past and their continued investment in time, support and advice remains as valuable as ever.

AkzoNobel are a world-class company and AFC Energy is delighted to have added two more to its list of partners this year - Air Products and Foster Wheeler.

AFC Energy was already indirectly involved with Air Products in relation to their waste to energy plant in Teesside - where Foster Wheeler is project manager - which may, in time, become a demonstration opportunity for AFC Energy's fuel cells alongside conventional generating technologies. However, just after the year-end we announced that Air Products would replace ICL as the company's lead partner in the Power-Up project.

Like our work with AkzoNobel, Power-up now will take place in Germany, at Stade, where Air Products operates a major industrial gas processing plant that sources hydrogen from an adjoining major chemicals complex operated by Dow Chemicals - another world class company.

In April 2013 we announced that we had begun working with Foster Wheeler in the engineering and benchmarking of AFC Energy's fuel cell systems and scaling up deployment of these systems at commercial sites. Foster Wheeler is a global engineering and construction contractor and power generation equipment supplier. The medium-term plan was that Foster Wheeler would be the selected contractor to design and install full-scale fuel cell systems based on AFC Energy's technology in a wide range of industrial and utility-scale applications.

Foster Wheeler subsequently undertook the HAZOP review of AFC Energy's KORE system and this was completed just after the end of the reporting period enabling the Company to proceed with the detailed design, construction and delivery of the first KORE module that will act as the initial platform for the fuel cell installations, including the Power-Up project.

Operating review

2013 has been another year of growth at AFC Energy, but this could just as easily be described as the Company visibly "growing up". Our long-term strategy is unchanged but some important building blocks have been put in place which will allow the Company to scale-up into its next stage of development.

We have gradually strengthened the development team as well as renewing and upgrading some of our testing equipment and this is being reflected in the results we are achieving. We initiated a technical partnership with Lancaster University earlier in 2013 in which they will test and evaluate our fuel cell using various hydrogen feedstocks with differing levels of impurities, including a hydrogen/ammonia mix which forms part of our Alkammonia project (see below).

Working alongside AkzoNobel in Germany we tested various Beta + units at their chlor-alkali plant in Bitterfeld, gaining further very useful data which has been recycled into our laboratory testing at Dunsfold.

In the laboratory, we extended the electrode life to over twelve months which not only gives us huge confidence but it also demonstrates to the outside world that we really are developing a commercially viable technology. More importantly, we have again made great progress in moving up the power/longevity curves which is critical to achieving our commercial goals. The cells are being - deliberately - "tested to fail" in the laboratory, while in the field we are comfortably achieving power outputs 20% to 30% above last year. We do not believe there is a "one and only" power point as the commercial terms available in each market vary, allowing a viable trade-off between power and longevity.

The development of our patent portfolio has continued. Our patents demonstrate the novelty and uniqueness of our product, and their growth continues to secure our technology development. To date AFC Energy now have 30 patent families and we expect growth to continue as we refine and optimise our offering.

Funded projects

Three EU funded projects are underway:-

· Laser-Cell

This is a three-year European collaborative R&D project, funded by the Fuel Cell and Hydrogen Joint Undertaking. The project will develop high-volume production technologies that can be used to manufacture alkaline fuel cell components by exploiting innovative materials and laser processing methods. Comprehensive life-cycle and market analyses will also be undertaken.

The project is now moving into Phase 2 using laser drilling of metal substrates.

· Alkammonia

This will integrate three innovative and proven technologies: a highly efficient and low-cost alkaline fuel cell system, an original fuel processing system and a novel ammonia fuel system. The final system has various significant advantages. Firstly, the energy density of ammonia is good when compared to hydrogen itself which makes remote operation very feasible, our fuel cell is very tolerant of ammonia impurities - much more than other fuel cells - and if ammonia is used as a fuel then local CO₂ emissions are completely avoided.

· Power-Up

This €6.1m EU-funded programme is the Company's leading project to generate and supply electricity by using surplus hydrogen produced at a major chemical plant. We announced in November 2013 that Air products would be replacing ICL as our partner, meaning that the project would relocate to Stade, Northern Germany where Air Products operates an industrial gas processing plant that sources hydrogen from an adjoining major chemicals complex operated by Dow Chemicals.

Programme Assessment

The Company has commissioned independent reviews of its technology regularly over the past few years and, once again, Dr Jon Helliwell (a project manager with considerable fuel cell experience at the Centre for Process Industries (CPI)) carried out a review in the Summer of 2013. He concluded that "an enormous amount has been achieved in a relatively short time" and that AFC Energy has made "strong progress" in "all areas of its activities" including:

· Establishment of "a fundamental cell and system design" to provide a simple, robust, and easy to manufacture platform upon which to base its large power systems.

· Development of significant relationships with Ervington Investments and Foster Wheeler to improve its commercial prospects.

· "Very encouraging" commercial activity including a strong collaborative research and development portfolio and investigation of opportunities in the Korean market.

· The assembly of a highly integrated team, with "the correct structure and calibre of people", to give the Company "even sharper focus on the commercialisation of its technology".

Financial partners

The investment by Ervington Investments towards the end of the last financial year was a major boost to the Company and has provided the platform to allow us to bring forward our plans for the scaling up of our production facilities (see below). They are a key investor and provide significant insight at Board level as well as being important high level business connectors for the Company.

We are also delighted to be involved with three EU-funded projects. The EU is a strong supporter of fuel cell technology generally and their support of the Power-Up project which enables us to bring our KORE fuel cell system to the marketplace is another major landmark.

International markets

Germany is one of the world's most exciting and strongly government-supported markets for fuel cell energy, so we are encouraged that we already have two projects underway which are based there.

Further, in February 2013 we opened a sales office in South Korea staffed by a team from Intralink, a specialist sales company with extensive knowledge of the region. We then supplemented this with the appointment of Bob Kelly as International Business Development Manager. Bob, who joined us from Air Products, is a well-known speaker on the international fuel cell industry circuit and has extensive experience of the hydrogen market in Korea, Japan as well as other Asian territories.

We have visited Korea on a number of occasions in the last year. This is a market which is driving forcefully ahead with fuel cell installations, often accompanied by generous incentives and is a very clear opportunity for AFC Energy. It has become obvious to us that the only impediment to us doing business there immediately is the lack of a large-scale system. The demand is such that our plan to install small test systems such as those deployed in AkzoNobel quickly became obsolete as "small scale" in this market is already in the mega-watt size range. While disappointing in the short-term, this is very exciting in the medium-term and demonstrates why our Power-Up project is so significant.

AFC Energy further extended its relationship with Waste2Tricity (W2T) granting their international company exclusive long term rights for the application of AFC Energy's technology to the waste-to-energy market in Thailand. The agreement builds on a commercialisation deal for the UK market announced in April 2012 whereby W2T would promote and develop projects involving the integration of the Company's fuel cell products with hydrogen derived from the gasification of municipal solid waste to generate renewable energy. W2T International will be AFC Energy's exclusive agent for an initial term running until 2024 in Thailand for securing fuel cell system supply contracts for projects where waste is gasified.

Scaling-up of manufacturing

The Company's pilot production plant at Dunsfold has been operational since September 2012 and the production team has assembled all of the cells needed for testing in the laboratory and the field since then. However, even from the time the facility was opened, AFC Energy has talked of the need to look forward to the next stage of production - bigger scale and more automation - which will be needed for the Power-Up project alone.

We have, therefore, scaled up the amount of space that we occupy at Dunsfold and accelerated some of the capital spend that will be required for larger-scale production, including the purchase of a robot for stack assembly and an extruder for production of the electrodes.

Financial overview

In 2013 AFC Energy's revenue more than doubled to £768k (2012: £361k).

Revenue for the year arose from a combination of license fee and EU grant income. This year, in addition to the existing license agreement with Waste2Tricity for a UK license, AFC Energy entered into a new agreement with Waste2Tricity International (Thailand) Limited for a license in Thailand which will run to 2024. AFC Energy continued to receive support from the EU by way of existing and new grants which strongly underpin the AFC Energy research and development programme. At the year end the Company was actively engaged in three EU-funded projects and one UK-funded project; namely, Alkammonia, Power-Up and Laser-Cell, which are funded by the EU, and Cleancom, which is funded by the UK Government. These grants have helped allow the company to strengthen its technical team and the work they do, with R&D spend slightly increasing to £1.48m (2012: £1.45m).

The Company continued to keep a tight rein on costs but, in order to progress with its technical and commercial advancements, additional investment has been made in further skilled staff, with staff numbers rising from 29 to 38. Additional space has also been taken within the Dunsfold complex which will allow the company to begin to move towards a more automated form of production. Looking to the future, the Company has also increased its focus on sales and marketing and in the early part of the year took on an experienced sales professional and expanded its foothold in South Korea though investment in a Korean sales office

Overall post-tax losses to 31 October 2013 were £4.1m (2012: £3.8m).

The Company continued to maintain a strong balance sheet and exercise tight cash management, with cash balances at 31 October 2013 of £6.9 million (2012: £10.9 million). Payment terms for debtors and creditors are closely monitored and remain consistent with last year, only showing a higher position at the year-end due to the purchase of a few large items in relation to EU projects close to the year end. AFC Energy continues to focus significant efforts on its IP protection, and registered a number of new patents this year. Each year the registered patents are carefully scrutinised and where appropriate written down to a realistic carrying value. In October 2013 the Company also took part in a successful fund raising by its associated company W2T and increased its investment to £52.5k (2012: £2.5k).

Financial risk management objectives

Principal risks and uncertainties

The major risk faced by the business relates to the technical progress in development of the commercial fuel cell system. Financial risks include the risk of additional development expenditure being required to produce a commercial product.

Key performance indicators

AFC sets internal technical targets and milestones which are regularly reviewed. The Company closely monitors spending on its EU grant projects where costs are agreed ahead of the grant and measured against actual expenditure. The company also maintains a cost model and monitors actual cost of production against expected costs andthe Directors constantly review overall expenditure compared to budget and the Company's cash position. At 31 October 2012, the Company's cash balance was in line with the target set.

Cash and cash equivalents at the year end as at 31 October 2013, £6,961,338 (31 October 2012 - £10,935,449).

Outlook

Delivering successful technology to the marketplace is never easy. However, your chances are significantly improved if your technology and commercial model are attractive and you build the business in the right way, including not overstretching yourself financially. So, AFC Energy has not dashed for growth, has not tried to go it alone and has not compromised its technical development.

We have a strategic technical plan, which our team under Gene Lewis is delivering. We have allied ourselves with leading global companies who offer us significant experience and expertise and who find our technical and commercial model attractive. We have found investors who understand all of this and have offered us a sound financial base off which to operate and grow.

This is a grown-up approach to business and one we shall continue to adopt to ensure successful commercialisation of our low-cost fuel cells for industrial energy.

Ian Williamson
Chief Executive Officer

Statement of Comprehensive Income

for the year ended 31 October 2013

	Note	Year ended 31 October 2013 £	Year ended 31 October 2012 £
Revenue		759,441	357,367
Cost of sales		(542,924)	(27,498)

Gross profit		216,517	329,869

Other income		8,990	4,071
Administrative expenses		(4,842,468)	(4,569,182)
Analysed as:
Administrative expenses		(4,459,053)	(3,980,578)
Equity-settled share-based payments		(383,415)	(588,604)
Operating loss	3	(4,616,961)	(4,235,242)

Financial income	4	114,374	79,887
Loss before tax		(4,502,587)	(4,155,355)
Taxation	5	365,939	361,030
Loss for the financial year and total comprehensive loss attributable to owners of the Company		(4,136,648)	(3,794,325)

Basic loss per share	6	(1.88)p	(2.05)p
Diluted loss per share	6	(1.88)p	(2.05)p

All amounts relate to continuing operations.

Statement of Financial Position

as at 31 October 2013

	Note	31 October 2013 £	31 October 2012 £
Assets
Non-current assets
Intangible assets	7	180,733	207,512
Property and equipment	8	858,806	820,345
Investment	9	52,500	2,500
		1,092,039	1,030,357
Current assets
Inventory and work in progress	10	174,469	127,019
Trade and other receivables	11	1,717,808	677,448
Cash and cash equivalents	12	6,961,338	10,935,449
		8,853,615	11,739,916

Total assets		9,945,654	12,770,273

Capital and reserves attributable to owners of the Company
Share capital		223,325	217,299
Share premium		27,566,408	27,221,606
Other reserve		2,792,504	2,409,089
Retained deficit		(21,652,078)	(17,515,430)
Total equity attributable to Shareholders		8,930,159	12,332,564

Current liabilities
Trade and other payables		1,015,495	437,709
		1,015,495	437,709

Total equity and liabilities		9,945,654	12,770,273

Statement of Changes in Equity

for the year ended 31 October 2013

	Share Capital £	Share Premium £	Other Reserve £	Retained Loss £	Total Equity £
Balance at 1 November 2011	183,339	18,966,789	1,820,485	(13,721,105)	7,249,508
Loss after tax for the year	-	-	-	(3,794,325)	(3,794,325)
Total recognised in income and expense for the year	-	-	-	(3,794,325)	(3,794,325)
Issue of equity shares	33,960	8,678,977	-	-	8,712,937
Share issue expenses	-	(424,160)	-	-	(424,160)
Equity-settled share-based payments	-	-	588,604	-	588,604
Balance at 31 October 2012	217,299	27,221,606	2,409,089	(17,515,430)	12,332,564
Loss after tax for the year	-	-	-	(4,136,648)	(4,136,648)
Total recognised in income and expense for the year	-	-	-	(4,136,648)	(4,136,648)
Issue of equity shares	6,026	344,802	-	-	350,828
Equity-settled share-based payments	-	-	383,415	-	383,415
Balance at 31 October 2013	223,325	27,566,408	2,792,504	(21,652,078)	8,930,159

Share capital is the amount subscribed for shares at nominal value.

Share premium represents the excess of the amount subscribed for share capital over the nominal value of these shares net of share issue expenses.

Other reserve represents the credit to equity in respect of equity-settled share-based payments.

Retained earnings represent the cumulative loss of the Company attributable to equity Shareholders.

Cash Flow Statement

for the year ended 31 October 2013

	Note	31 October 2013 £	31 October 2012 £
Cash flows from operating activities
Loss before tax for the year		(4,502,587)	(4,155,355)
Adjustments for:
Depreciation and amortisation		464,432	456,832
Impairment of intangible assets		118,314	1,611
Equity-settled share-based payment expenses		383,415	588,604
Finance income		(114,374)	(79,887)

Cash flows from operating activities before changes in working capital and provisions		(3,650,800)	(3,188,193)
Corporation tax received		-	354,822
(Increase)/Decrease in Inventory and Work in Progress		(47,450)	11,933
(Increase)/Decrease in trade and other receivables		(674,421)	20,734
Increase/(Decrease) in trade and other payables		577,786	(88,400)
Cash absorbed by operating activities		(3,794,885)	(2,889,104)

Cash flows from investing activities
Purchase of plant and equipment	8	(471,292)	(438,583)
Acquisitions of patents	7	(123,136)	(73,956)
Increase in investment		(50,000)	-
Interest received	4	114,374	79,887
Net cash absorbed by investing activities		(530,054)	(432,652)

Cash flows from financing activities
Proceeds from the issue of share capital		350,828	8,712,937
Costs of issue of share capital		-	(424,160)
Net cash from financing activities		350,828	8,288,777

Net (Decrease)/ increase in cash and cash equivalents		(3,974,111)	4,967,020
Cash and cash equivalents at start of year		10,935,449	5,968,429
Cash and cash equivalents at 31 October		6,961,338	10,935,449

Notes forming part of the Financial Statements

1. Corporate information

AFC Energy plc ('the Company') is a public limited company incorporated in England & Wales and quoted on the Alternative Investment Market of the London Stock Exchange.

The address of its registered office is Finsgate, 5-7 Cranwood Street, London, EC1V 9EE.

2. Basis of preparation and accounting policies

The financial statements of AFC Energy plc have been prepared in accordance with International Financial Reporting Standards (IFRSs), International Accounting Standards (IASs) and International Financial Reporting Interpretations Committee (IFRIC) interpretations (collectively 'IFRSs') as adopted for use in the European Union and as issued by the International Accounting Standards Board and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

3. Operating loss

This has been stated after charging:	Year ended 31 October 2013 £	Year ended 31 October 2012 £
Depreciation/Impairment of property and equipment	432,831	442,503
Research and Development expenditure	1,478,542	1,452,382
Amortisation/Impairment of intangible assets	149,915	15,942
Equity-settled share-based payment expense	383,415	588,604
Foreign exchange differences	15,881	5,195
Auditor's remuneration - audit	15,000	15,000
Auditor's remuneration - tax	2,500	2,500
Auditor's remuneration - other services	2,000	2,000

4. Financial income

	Year ended 31 October 2013 £	Year ended 31 October 2012 £
Bank interest receivable	114,374	79,380
Loan interest receivable	-	507
Total interest receivable	114,374	79,887

5. Taxation

Recognised in the income statement	Year ended 31 October 2013 £	Year ended 31 October 2012 £
Research and development tax credit - current year	365,939	361,030
Total tax credit	365,939	361,030

Reconciliation of effective tax rates

Loss before tax	(4,502,587)	(4,155,355)
Tax using the domestic rate of corporation tax of 23.42% (2012: 24.75%)	1,104,927	1,030,527

Effect of:
Expenses not deductible for tax purposes	126,098	147,504
Research and development allowance	(346,275)	(411,404)
Research and development tax credit	365,939	361,030
Depreciation in excess of capital allowances	448,381	39,228
Losses surrendered for research and development	779,118	771,597
Unutilised losses carried forward	97,605	483,604
Total tax credit for the year	365,939	361,030

6. Loss per share

The calculation of the basic loss per share is based upon the net loss after tax attributable to ordinary Shareholders of £4,136,648 (2012: loss of £3,794,325) and a weighted average number of shares in issue for the year.

	Year ended 31 October 2013	Year ended 31 October 2012
Basic loss per share (pence)	(1.88)p	(2.05)p
Diluted loss per share (pence)	(1.88)p	(2.05)p
Loss attributable to equity Shareholders	(4,136,648)	(3,794,325)

	Number	Number
Weighted average number of shares in issue	220,570,011	185,298,945

Diluted earnings per share

The diluted loss per share is the same as the basic loss per share, as the loss for the year has an anti-dilutive effect.

7. Intangible assets

	2013 Patents £	2012 Patents £
Cost
Balance at 1 November	514,762	440,806
Additions	123,136	73,956
Balance at 31 October	637,898	514,762

Amortisation
Balance at 1 November	307,250	291,308
Charge for the year	31,601	14,331
Impairment	118,314	1,611
Balance at 31 October	457,165	307,250
Net book value	180,733	207,512

8. Property and equipment

	Leasehold improvements £	Fixtures, fittings and equipment £	Motor Vehicles £	Total £
Cost
At 31 October 2011	216,197	1,799,886	-	2,016,083
Additions	-	438,583	-	438,583
At 31 October 2012	216,197	2,238,469	-	2,454,666
Additions	5,315	455,482	10,495	471,292
At 31 October 2013	221,512	2,693,951	10,495	2,925,958

Depreciation
At 31 October 2011	178,337	1,013,481	-	1,191,818
Charge for the year	18,241	424,262	-	442,503

At 31 October 2012	196,578	1,437,743	-	1,634,321
Charge for the year	16,479	409,647	6,705	432,831
At 31 October 2013	213,057	1,847,390	6,705	2,067,152

Net Book Value
At 31 October 2013	8,455	846,561	3,790	858,806
At 31 October 2012	19,619	800,726	0	820,345

9. Investment

The Company holds 23% in Waste2Tricity Ltd (W2T) (a company registered in England & Wales). During the year AFC took part in a further fundraising where W2T issued 100,000 shares of which the Company acquired 5,000 shares at £10 per share. As at 31 October 2013 the Company held 230,000 shares representing 23% (2012: 225,000 representing 25%) of the share capital of W2T.

Year ended

31 October 2013

Year ended

31 October 2012

Investment in W2T

52,500

2,500

10. Inventory and work in progress

	Year ended 31 October 2013 £	Year ended 31 October 2012 £
Inventory	105,724	58,275
Work in progress	68,745	68,744
	174,469	127,019

11. Trade and other receivables

	Year ended 31 October 2013 £	Year ended 31 October 2011 £
Corporation Tax receivable	726,969	361,030
Other receivables	990,839	316,418
	1,717,808	677,448

There were no trade and other receivables that were past due or considered to be impaired. The trade and other receivables balances are categorised as loans and other receivables. There is no significant difference between the fair value of the trade and other receivables and the values stated above.

12. Cash and cash equivalents