• | our ability to maintain the listing of our shares of common stock and warrants on Nasdaq; |
• | our ability to raise financing in the future; |
• | our success in retaining or recruiting officers, key employees or directors; |
• | factors relating to our business, operations and financial performance, including: |
○ | our ability to control the costs associated with our operations; |
○ | our ability to grow and manage growth profitably; |
○ | our reliance on complex machinery for our operations and production; |
○ | the market’s willingness to adopt our technology; |
○ | our ability to maintain relationships with customers; |
○ | the potential impact of product recalls; |
○ | our ability to compete within our industry; |
○ | increases in costs, disruption of supply or shortage of raw materials; |
○ | risks associated with strategic alliances or acquisitions, including the acquisition of SerEnergy A/S, a Danish stock corporation (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company (“FES”), former wholly-owned subsidiaries of F.E.R. fischer Edelstahlrohre GmbH, completed on August 31, 2021; |
○ | the impact of unfavorable changes in U.S. and international regulations; |
○ | the availability of and our ability to meet the terms and conditions for government grants and economic incentives; and |
○ | our ability to protect our intellectual property rights. |
• | market conditions and global and economic factors beyond our control, including the potential adverse effects of the ongoing global coronavirus (COVID-19) pandemic on capital markets, general economic conditions, unemployment and our liquidity, operations and personnel; |
• | volatility of our stock price and potential share dilution; |
• | future exchange and interest rates; and |
• | other factors detailed herein under the section entitled “Risk Factors.” |
• | We may be unable to adequately control the costs associated with our operations. |
• | We may need to raise additional funds and these funds may not be available to us when we need them. If we cannot raise additional funds when we need them, our operations and prospects could be negatively affected. |
• | If we fail to manage our future growth effectively, we may not be able to market and sell our fuel cells successfully. |
• | We will rely on complex machinery for our operations and production involves a significant degree of risk and uncertainty in terms of operational performance and costs. |
• | Our future growth is dependent upon the market’s willingness to adopt our hydrogen-powered fuel cell and membrane technology. |
• | We continue to generate a low level of revenue from our core product MEA and developing commercial sales to major organizations. |
• | Future product recalls could materially adversely affect our business, prospects, operating results and financial condition. |
• | If we are unable to attract and retain key employees and hire qualified management, technical and fuel cell and system engineering personnel, our ability to compete could be harmed. |
• | We have been, and may in the future be, adversely affected by the global COVID-19 pandemic. |
• | Increases in costs, disruption of supply or shortage of raw materials could harm our business. |
• | We are or may be subject to risks associated with strategic alliances or acquisitions. |
• | We may experience difficulties integrating the operations of acquired companies into our business and in realizing the expected benefits of these acquisitions. |
• | We are subject to substantial regulation and unfavorable changes to, or failure by us to comply with, these regulations could substantially harm our business and operating results. |
• | We face risks associated with our international operations, including unfavorable regulatory, political, tax and labor conditions, which could harm our business. |
• | The unavailability, reduction or elimination of government and economic incentives could have a material adverse effect on our business, prospects, financial condition and operating results. |
• | We may not be able to obtain or agree on acceptable terms and conditions for all or a significant portion of the government grants, loans and other incentives for which we may apply in the future. As a result, our business and prospects may be adversely affected. |
• | We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and cause us to incur substantial costs. |
• | Our business may be adversely affected if we are unable to protect our intellectual property rights from unauthorized use by third parties. |
• | Our patent applications may not issue as patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products similar to ours. |
• | Our management team has limited experience managing a public company. |
• | The SEC released a public statement regarding accounting for warrants which resulted in our warrants being accounted for as liabilities rather than as equity and a restatement of our previously issued financial statements. |
• | The restatement of the Company's financial statements in May 2021 has subjected us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings. |
• | Certain of our warrants are accounted for as a warrant liability and are recorded at fair value upon issuance with changes in fair value each period to be reported in earnings, which may have an adverse effect on the market price of our common stock. |
• | Obtaining the MIL-STD certification for the Honey Badger and advancing it for U.S. army integration is subject to risks and uncertainty. |
• | Cybersecurity risks and attacks, security incidents, and data breaches could compromise our intellectual property or other proprietary information, could disrupt our electronic infrastructure, operations and manufacturing, and could impact our competitive position, reputation, results of operations, financial condition, and cash flows. |
• | Our global operations are subject to data privacy laws and regulations that impose significant compliance costs and create reputational and legal risk. |
• | A write-off of all or part of our goodwill or other intangible assets could adversely affect our operating results and net worth. |
• | Delaware law and our second amended and restated certificate of incorporation and bylaws contain certain provisions, including anti-takeover provisions, that limit the ability of stockholders to take certain actions and could delay or discourage takeover attempts that stockholders may consider favorable. |
• | The second amended and restated certificate of incorporation designate a state or federal court located within the State of Delaware as the exclusive forum for substantially all disputes between us and our stockholders, and also provide that the federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, each of which could limit the ability of our stockholders to choose the judicial forum for disputes with us or our directors, officers, or employees. |
• | We may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment. |
• | An active market for our securities may not develop, which would adversely affect the liquidity and price of our securities. |
• | Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions. |
• | Our common stock price may change significantly and you could lose all or part of your investment as a result. |
• | Because there are no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock at a price greater than what you paid for it. |
• | Our stockholders may experience dilution in the future. |
• | If securities or industry analysts do not publish research or reports about our business, if they change their recommendations regarding our common stock or if our operating results do not meet their expectations, our common stock price and trading volume could decline. |
• | Future sales, or the perception of future sales, by us or our stockholders in the public market could cause the market price for our common stock to decline. |
• | As a public company, we are subject to additional laws, regulations and stock exchange listing standards, which impose additional costs on us and may strain our resources and divert our management’s attention. |
• | We are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies. |
• | We may redeem unexpired public warrants prior to their exercise at a time that is disadvantageous for warrant holders. |
• | Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial condition and results of operations. |
• | The exercise of Warrants for our common stock would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders. |
(1) | The number of shares of common stock outstanding is based on 51,253,591 shares of common stock outstanding as of March 31, 2022 and does not include: |
• | 6,915,892 shares of common stock reserved for issuance for awards in accordance with the 2021 Equity Incentive Plan; and |
• | 22,029,279 shares of common stock underlying the public warrants, 3,940,278 shares of common stock underlying the placement warrants and 400,000 shares of common stock underlying the working capital warrants. |
• | training new personnel; |
• | forecasting production and revenue; |
• | geographic expansion; |
• | controlling expenses and investments in anticipation of expanded operations; |
• | entry into new material contracts; |
• | establishing or expanding design, production, licensing and sales; and |
• | implementing and enhancing administrative infrastructure, systems and processes. |
• | perceptions about safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of alternative fuel or electric vehicles; |
• | improvements in the fuel economy of internal combustion engines and battery powered vehicles; |
• | the availability of service for alternative fuel vehicles; |
• | volatility in the cost of energy, oil, gasoline and hydrogen; |
• | government regulations and economic incentives promoting fuel efficiency, alternate forms of energy, and regulations banning internal combustion engines; |
• | the availability of tax and other governmental incentives to sell hydrogen; |
• | volatility in the cost of energy, oil, gasoline and hydrogen; |
• | government regulations and economic incentives promoting fuel efficiency, alternate forms of energy, and regulations banning internal combustion engines; |
• | the availability of tax and other governmental incentives to sell hydrogen; |
• | perceptions about and the actual cost of alternative fuel; and |
• | macroeconomic factors. |
• | increased subsidies for corn and ethanol production, which could reduce the operating cost of vehicles that use ethanol or a combination of ethanol and gasoline; and |
• | increased sensitivity by regulators to the needs of established automobile manufacturers with large employment bases, high fixed costs and business models based on the internal combustion engine, which could lead them to pass regulations that could reduce the compliance costs of such established manufacturers or mitigate the effects of government efforts to promote alternative fuel vehicles. Compliance with changing regulations could be burdensome, time consuming, and expensive. To the extent compliance with new regulations is cost prohibitive, our business, prospects, financial condition and operating results would be adversely affected. |
• | difficulty in staffing and managing foreign operations; |
• | foreign government taxes, regulations and permit requirements, including foreign taxes that we may not be able to offset against taxes imposed upon us in the U.S., and foreign tax and other laws limiting our ability to repatriate funds to the U.S.; |
• | fluctuations in foreign currency exchange rates and interest rates; |
• | U.S. and foreign government trade restrictions, tariffs and price or exchange controls; |
• | foreign labor laws, regulations and restrictions; |
• | changes in diplomatic and trade relationships; |
• | political instability, natural disasters, war or events of terrorism; and |
• | the strength of international economies. |
• | cease development, sales, license or use of fuel cells or membranes that incorporate the asserted intellectual property; |
• | pay substantial damages; |
• | obtain a license from the owner of the asserted intellectual property right, which license may not be available on reasonable terms or at all; or |
• | redesign one or more aspects or systems of our fuel cells or membranes. |
• | any patent applications we submit may not result in the issuance of patents; |
• | the scope of our issued patents may not be broad enough to protect our proprietary rights; |
• | our issued patents may be challenged and/or invalidated by our competitors; |
• | the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable; |
• | current and future competitors may circumvent our patents; and |
• | our in-licensed patents may be invalidated, or the owners of these patents may breach our license arrangements. |
• | a classified board of directors with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors; |
• | the ability of our board of directors to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | the limitation of the liability of, and the indemnification of, our directors and officers; |
• | the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors; |
• | the requirement that directors may only be removed from our board of directors for cause; |
• | a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; |
• | the requirement that a special meeting of stockholders may be called only by our board of directors, the chairperson of our board of directors, our chief executive officer or our president (in the absence of a chief executive officer), which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; |
• | controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; |
• | the requirement for the affirmative vote of holders of at least 65% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend, alter, change or repeal any provision of the second amended and restated certificate of incorporation or amended and restated bylaws, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt; |
• | the ability of our board of directors to amend the amended and restated bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the amended and restated bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in our board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of surviving entity. |
• | a limited availability of market quotations for its securities; |
• | reduced liquidity for its securities; |
• | a determination that our common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | results of operations that vary from the expectations of securities analysts and investors; |
• | results of operations that vary from our competitors; |
• | changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors; |
• | declines in the market prices of stocks generally; |
• | strategic actions by us or our competitors; |
• | announcements by us or our competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments; |
• | any significant change in our management; |
• | changes in general economic or market conditions or trends in our industry or markets; |
• | changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to our business; |
• | future sales of our common stock or other securities; |
• | investor perceptions of the investment opportunity associated with our common stock relative to other investment alternatives; |
• | the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; |
• | litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors; |
• | guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance; |
• | the development and sustainability of an active trading market for our common stock; |
• | actions by institutional or activist stockholders; |
• | changes in accounting standards, policies, guidelines, interpretations or principles; and |
• | other events or factors, including those resulting from pandemics, natural disasters, war, acts of terrorism or responses to these events. |
• | the audited historical consolidated financial statements and accompanying notes of Advent Technologies Holdings, Inc. for the year ended December 31, 2021, included in our Annual Report on Form 10-K filed on March 31, 2022; |
• | the unaudited historical financial statements of AMCI for the period from January 1, 2021 through February 4, 2021, the date of the merger; |
• | the unaudited historical financial statements of SerEnergy for the period from January 1, 2021 through August 31, 2021, the date of the acquisition; |
• | the unaudited historical financial statements of FES for the period from January 1, 2021 through August 31, 2021, the date of the acquisition. |
| | Historical | | | | | | | | | Historical | | | | | | | |||||||||||||
| | 4(A) AMCI | | | 4(B) Advent Technologies Holdings, Inc. | | | Transaction Accounting Adjustments (Note 4) | | | | | Total | | | 4(C) SerEnergy | | | 4(D) FES | | | Transaction Accounting Adjusments (Note 4) | | | | | Pro Forma Combined | |||
Revenue, net | | | $— | | | $7,068,842 | | | $— | | | | | $7,068,842 | | | $29,467,465 | | | $7,917,955 | | | $(28,470,144) | | | 4(d) | | | $15,984,118 | |
Cost of revenues | | | — | | | (5,406,216) | | | | | | | (5,406,216) | | | (11,294,911) | | | (9,763,059) | | | 13,056,755 | | | 4(d) | | | (13,407,431) | ||
Gross profit / (loss) | | | — | | | 1,662,626 | | | — | | | | | 1,662,626 | | | 18,172,554 | | | (1,845,104) | | | (15,413,389) | | | | | 2,576,687 | ||
Cost and operating expenses: | | | | | | | | | | | | | | | | | | | | | ||||||||||
Income from grants | | | — | | | 829,207 | | | — | | | | | 829,207 | | | 1,033,513 | | | — | | | — | | | | | 1,862,720 | ||
Research and development expenses | | | — | | | (3,540,540) | | | — | | | | | (3,540,540) | | | (3,662,878) | | | (3,466,461) | | | 3,729,541 | | | 4(d) | | | (6,940,338) | |
Administrative and selling expenses | | | (165,942) | | | (41,876,741) | | | 5,693,750 | | | 4(a), 4(b) | | | (36,348,933) | | | (2,960,818) | | | (1,658,577) | | | — | | | | | (40,968,328) | |
Amortization of intangibles | | | — | | | (1,184,830) | | | — | | | | | (1,184,830) | | | — | | | (1,543,485) | | | (56,515) | | | 4(d), 4(e) | | | (2,784,830) | |
Operating costs and formation costs | | | — | | | — | | | — | | | | | — | | | — | | | — | | | — | | | | | — | ||
Franchise tax expense | | | — | | | — | | | — | | | | | — | | | — | | | — | | | — | | | | | — | ||
Other operating expenses | | | — | | | — | | | — | | | | | — | | | — | | | — | | | — | | | | | — | ||
Operating profit / (loss) | | | (165,942) | | | (44,110,278) | | | 5,693,750 | | | | | (38,582,470) | | | 12,582,371 | | | (8,513,627) | | | (11,740,363) | | | | | (46,254,089) | ||
Change in fair value of warrant liabilities | | | 4,866,238 | | | 22,743,057 | | | — | | | | | 27,609,295 | | | — | | | — | | | — | | | | | 27,609,295 | ||
Other income - dividends and interest | | | 69,712 | | | — | | | (69,712) | | | 4(c) | | | — | | | — | | | — | | | — | | | | | — | |
Finance costs | | | — | | | (51,561) | | | — | | | | | (51,561) | | | (150,187) | | | (474,011) | | | 624,198 | | | 4(f) | | | (51,561) | |
Foreign exchange differences, net | | | — | | | (42,708) | | | — | | | | | (42,708) | | | — | | | — | | | — | | | | | (42,708) | ||
Other income (expense), net | | | — | | | 15,638 | | | — | | | | | 15,638 | | | (34,454) | | | 8,987,638 | | | (8,987,638) | | | 4(g) | | | (18,816) | |
Loss before income tax | | | 4,770,008 | | | (21,445,852) | | | 5,624,038 | | | | | (11,051,806) | | | 12,397,730 | | | — | | | (20,103,803) | | | | | (18,757,879) | ||
Income tax | | | — | | | 922,510 | | | — | | | | | 922,510 | | | (977,866) | | | — | | | (44,141) | | | | | (99,497) | ||
Net loss | | | $4,770,008 | | | $(20,523,342) | | | $5,624,038 | | | | | $(10,129,296) | | | $11,419,864 | | | $— | | | $(20,147,944) | | | | | $(18,857,376) | ||
Weighted average number of common shares outstanding, basic and diluted | | | | | 45,814,868 | | | | | | | 46,128,745 | | | | | | | | | | | 51,253,591 | |||||||
Basic and diluted net loss per share | | | | | $(0.45)Note 5 | | | | | | | $(0.22)Note 5 | | | | | | | | | | | $(0.37)Note 5 |
Stockholder | | | % | | | No. shares |
Advent | | | 54.3 | | | 25,033,398 |
Public | | | 19.6 | | | 9,059,530 |
Sponsor | | | 5.4 | | | 2,474,009 |
AMCI’s executive management | | | 1.1 | | | 485,000 |
Other AMCI holders | | | 5.5 | | | 2,554,010 |
PIPE Investors | | | 14.1 | | | 6,500,000 |
Total | | | 100% | | | 46,105,947 |
• | the audited historical consolidated financial statements and accompanying notes of Advent Technologies Holdings, Inc. for the year ended December 31, 2021, included in our Annual Report on Form 10-K filed on March 31, 2022; |
• | the unaudited historical financial statements of AMCI for the period from January 1, 2021 through February 4, 2021, the date of the merger; |
• | the unaudited historical financial statements of SerEnergy for the period from January 1, 2021 through August 31, 2021, the date of the acquisition; |
• | the unaudited historical financial statements of FES for the period from January 1, 2021 through August 31, 2021, the date of the acquisition. |
• | Advent’s stockholders have the greatest voting interest in the Combined Entity with 54.3% voting interest; |
• | the largest individual minority stockholder of the Combined Entity was a stockholder of Advent; |
• | Advent’s appointed directors represent five out of seven board seats for the Combined Entity’s board of directors; |
• | Advent selects all senior management (executives) of the Combined Entity; |
• | Advent’s senior management comprise the majority of the senior management of the Combined Entity; |
• | Advent operations are the only continuing operations of the Combined Entity. |
(A) | Derived from the unaudited statement of operations of AMCI for the period from January 1, 2021 to February 4, 2021. |
(B) | Derived from the audited statement of operations of Advent Technologies Holdings, Inc. for the year ended December 31, 2021. |
(C) | Derived from the unaudited statement of operations of SerEnergy for the period from January 1, 2021 to August 31, 2021. |
(D) | Derived from the unaudited statement of operations of FES for the period from January 1, 2021 to August 31, 2021. |
(a) | Represents pro forma adjustment to reflect the new compensation arrangements with five key executives of the Combined Entity (Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer, Chief Technology Officer, and Chief Operating Officer and General Counsel and Business Development Representative) in connection with the Business Combination based on the Employment Agreements or Term Sheets entered into on the date of the Merger Agreement, resulting in an aggregate $0.2 million increase in the compensation for these executives from their previous compensation for the period from January 1, 2021 to February 4, 2021, the date of the Merger Agreement. |
(b) | Reflects the elimination of non-recurring transaction expenses of both AMCI and Advent in the aggregate amount of $5.9 million incurred in connection with the Business Combination, primarily comprised of transaction bonus agreements with Advent’s management team for aggregate cash bonus payments of $5.0 million payable in connection with the Closing, and one-time signing bonuses with Advent’s management team. This cost is not included in the unaudited pro forma condensed combined statement of operations as it is non-recurring. |
(c) | Represents pro forma adjustment to eliminate investment income related to the investment held in the Trust Account. |
(d) | Represents pro forma adjustments to eliminate intercompany transactions between SerEnergy and FES. |
(e) | Represents incremental amortization expense of $1.6 million recorded as a result of the intangible assets recognized in the acquisitions of SerEnergy and FES. |
(f) | Represents interest expense incurred by SerEnergy and FES on loans from the former parent company, which were acquired by Advent in the acquisition and therefore eliminated from the pro forma results. |
(g) | Represents income from loss absorption for FES of $9.0 million, reflecting a profit and loss transfer agreement between FES and its former parent company which was terminated upon the acquisition. Due to the termination of the agreement and the fact that the loss absorption would not be an income statement line item under U.S. GAAP, the loss absorption was eliminated from the pro forma results. |
• | Expand U.S.-based operations to increase capacity for product testing, development projects and associated research and development activities; |
• | Expand production facilities to increase and automate assembly and production of fuel cell systems and MEAs; |
• | Develop improved MEA and other products for both existing and new markets, such as ultra-light MEAs designed for aviation applications, to remain at the forefront of the fast-developing hydrogen economy; |
• | Increase business development and marketing activities; |
• | Increase headcount in management and head office functions in order to appropriately manage Advent’s increased operations; |
• | Improve its operational, financial and management information systems; |
• | Obtain, maintain, expand, and protect its intellectual property portfolio; and |
• | Operate as a public company. |
| | Years Ended December 31, | ||||||||||
| | 2021 | | | 2020 | | | $ change | | | % change | |
Revenue | | | $7,068,842 | | | $882,652 | | | $6,186,190 | | | 700.9% |
Cost of revenue | | | (5,406,216) | | | (513,818) | | | (4,892,398) | | | 952.2% |
Gross profit | | | 1,662,626 | | | 368,834 | | | 1,293,792 | | | 350.8% |
Income from grants | | | 829,207 | | | 206,828 | | | 622,379 | | | 300.9% |
Research and development expenses | | | (3,540,540) | | | (102,538) | | | (3,438,002) | | | 3,352.9% |
Administrative and selling expenses | | | (41,876,741) | | | (3,546,856) | | | (38,329,885) | | | 1,080.7% |
Amortization of intangible assets | | | (1,184,830) | | | — | | | (1,184,830) | | | N/A |
Operating loss | | | (44,110,278) | | | (3,073,732) | | | (41,036,546) | | | 1,335.1% |
Fair value change of warrant liability | | | 22,743,057 | | | — | | | 22,743,057 | | | N/A |
Finance expenses, net | | | (51,561) | | | (5,542) | | | (46,019) | | | 830.4% |
Foreign exchange losses, net | | | (42,708) | | | (26,072) | | | (16,636) | | | 63.8% |
Other income (expenses), net | | | 15,638 | | | (15,696) | | | 31,334 | | | (199.6)% |
Loss before income taxes | | | (21,445,852) | | | (3,121,042) | | | (18,324,810) | | | 587.1% |
Income taxes | | | 922,510 | | | — | | | 922,510 | | | N/A |
Net loss | | | $(20,523,342) | | | $(3,121,042) | | | $(17,402,300) | | | 557.6% |
Net loss per share | | | | | | | | | ||||
Basic loss per share | | | $(0.45) | | | $(0.15) | | | $(0.30) | | | N/A |
Basic weighted average number of shares | | | 45,814,868 | | | 20,518,894 | | | N/A | | | N/A |
Diluted loss per share | | | $(0.45) | | | $(0.15) | | | $(0.30) | | | N/A |
Diluted weighted average number of shares | | | 45,814,868 | | | 20,518,894 | | | N/A | | | N/A |
| | Years Ended December 31, | | | ||||||||
| | 2021 | | | 2020 | | | $ change | | | % change | |
Net Cash used in Operating Activities | | | $(35,837,000) | | | $(1,425,068) | | | $(34,411,932) | | | 2,414.8% |
| | | | | | | | |||||
Cash Flows from Investing Activities: | | | | | | | | | ||||
Proceeds from sale of property and equipment | | | 6,970 | | | — | | | 6,970 | | | N/A |
Purchases of property and equipment | | | (3,920,470) | | | (122,508) | | | (3,797,962) | | | 3,100.2% |
Purchases of intangible assets | | | (17,747) | | | — | | | (17,747) | | | N/A |
Advances for the acquisition of property and equipment | | | (2,200,158) | | | — | | | (2,200,158) | | | N/A |
Acquisition of a subsidiary, net of cash acquired | | | (19,425,378) | | | — | | | (19,425,378) | | | N/A |
Net Cash used in Investing Activities | | | $(25,556,783) | | | $(122,508) | | | $(25,434,275) | | | 20,761.3% |
| | | | | | | | |||||
Cash Flows from Financing Activities: | | | | | | | | | ||||
Business Combination and PIPE financing, net of issuance costs paid | | | 141,120,851 | | | — | | | 141,120,851 | | | N/A |
Proceeds of issuance of preferred stock | | | — | | | 1,430,005 | | | (1,430,005) | | | (100.0)% |
Proceeds from issuance of non-vested stock awards | | | — | | | 21,756 | | | (21,756) | | | (100.0)% |
Repurchase of shares | | | — | | | (69,431) | | | 69,431 | | | (100.0)% |
Proceeds of issuance of common stock and paid-in capital from warrants exercise | | | 262,177 | | | — | | | 262,177 | | | N/A |
State loan proceeds | | | 118,274 | | | — | | | 118,274 | | | N/A |
Repayment of convertible promissory notes | | | — | | | (500,000) | | | 500,000 | | | (100.0)% |
Net Cash provided by Financing Activities | | | $141,501,302 | | | $882,330 | | | $140,618,972 | | | 15,937.2% |
| | | | | | | | |||||
Net increase in cash and cash equivalents | | | $80,107,519 | | | $(665,246) | | | $80,772,765 | | | (12,141.8)% |
Effect of exchange rate changes on cash and cash equivalents | | | (858,823) | | | (18,035) | | | (840,788) | | | 4,662.0% |
Cash and cash equivalents at the beginning of year | | | 515,734 | | | 1,199,015 | | | (683,281) | | | (57.0)% |
Cash and cash equivalents at the end of year | | | $79,764,430 | | | $515,734 | | | $79,248,696 | | | 15,366.2% |
• | identify the contract with a customer, |
• | identify the performance obligations in the contract, |
• | determine the transaction price, |
• | allocate the transaction price to performance obligations in the contract, and |
• | recognize revenue as the performance obligation is satisfied. |
EBITDA and Adjusted EBITDA | | | Three months ended December 31, (Unaudited) | | | Years Ended December 31, | ||||||||||||
(in Millions of US dollars) | | | 2021 | | | 2020 | | | $ change | | | 2021 | | | 2020 | | | $ change |
Net loss | | | $(9.00) | | | $(1.70) | | | (7.30) | | | $(20.52) | | | $(3.12) | | | (17.40) |
Depreciation of property and equipment | | | $0.38 | | | $0.00 | | | 0.38 | | | $0.56 | | | $0.02 | | | 0.54 |
Amortization of intangibles | | | $0.71 | | | $0.00 | | | 0.71 | | | $1.18 | | | $0.00 | | | 1.18 |
Finance (income) costs, net | | | $0.02 | | | $0.01 | | | 0.01 | | | $0.05 | | | $0.01 | | | 0.04 |
Other (income) expenses, net | | | $0.06 | | | $0.04 | | | 0.02 | | | $(0.02) | | | $0.02 | | | (0.04) |
Foreign exchange differences, net | | | $0.04 | | | $0.00 | | | 0.04 | | | $0.04 | | | $0.03 | | | 0.01 |
Income tax | | | $(0.87) | | | $0.00 | | | (0.87) | | | $(0.92) | | | $0.00 | | | (0.92) |
EBITDA | | | $(8.66) | | | $(1.65) | | | (7.01) | | | $(19.63) | | | $(3.04) | | | (16.59) |
Net change in warrant liability | | | $(6.91) | | | $0.00 | | | (6.91) | | | $(22.74) | | | $0.00 | | | (22.74) |
One-Time Transaction Related Expenses(1) | | | $0.00 | | | $0.00 | | | 0.00 | | | $5.87 | | | $0.00 | | | 5.87 |
One-Time Transaction Related Expenses(2) | | | $0.00 | | | $0.00 | | | 0.00 | | | $0.89 | | | $0.00 | | | 0.89 |
Executive severance(3) | | | $0.00 | | | $0.00 | | | 0.00 | | | $2.44 | | | $0.00 | | | 2.44 |
Adjusted EBITDA | | | $(15.57) | | | $(1.65) | | | (13.92) | | | $(33.17) | | | $(3.04) | | | (30.13) |
(1) | Bonus awarded after consummation of the Business Combination effective February 4, 2021. |
(2) | Transaction costs related to the acquisition of SerEnergy/FES. |
(3) | Former Financial Officer resignation. |
Adjusted Net Loss | | | Three months ended December 31, (Unaudited) | | | Years Ended December 31, | ||||||||||||
(in Millions of US dollars) | | | 2021 | | | 2020 | | | $ change | | | 2021 | | | 2020 | | | $ change |
Net loss | | | $(9.00) | | | $(1.70) | | | (7.30) | | | $(20.52) | | | $(3.12) | | | (17.40) |
Net change in warrant liability | | | $(6.91) | | | $0.00 | | | (6.91) | | | $(22.74) | | | $0.00 | | | (22.74) |
One-Time Transaction Related Expenses(1) | | | $0.00 | | | $0.00 | | | 0.00 | | | $5.87 | | | $0.00 | | | 5.87 |
One-Time Transaction Related Expenses(2) | | | $0.00 | | | $0.00 | | | 0.00 | | | $0.89 | | | $0.00 | | | 0.89 |
Executive severance(3) | | | $0.00 | | | $0.00 | | | 0.00 | | | $2.44 | | | $0.00 | | | 2.44 |
Adjusted Net Loss | | | $(15.91) | | | $(1.70) | | | (14.21) | | | $(34.06) | | | $(3.12) | | | (30.94) |
(1) | Bonus awarded after consummation of the Business Combination effective February 4, 2021. |
(2) | Transaction costs related to the acquisition of SerEnergy/FES. |
(3) | Former Financial Officer resignation. |
• | Fuel cells generate electricity and heat from hydrogen-based fuels, thereby substantially reducing emissions of carbon dioxide and other pollutants generated by the combustion process in internal combustion engines (“ICE” or “ICEs”) and diesel generators. Fuel cells can be powered autonomously for hours or days where the fuel comes from a discrete source, or for longer where there is a pipeline or other large available source of fuel such as a tank. |
• | Fuel cells utilize fuels with a high energy density relative to lithium-ion batteries and other battery technology (according to ARPA-E power densities, hydrogen contains 40,000 Wh/kg while lithium-ion batteries carry only about 260Wh/kg). This makes fuel cell technology well-suited for use in mobility and off-grid energy generation applications where battery technology faces limitations such as lifespan, self-discharge, weight (fuel cells are between 3 to 25 times lighter than batteries providing equivalent power), operation under almost any weather conditions, and recharge times. |
• | We expect that hydrogen will also be used to create liquid, synthetic fuels (eFuels like eMethanol, made by combining hydrogen with carbon dioxide for a net-zero liquid fuel) that have the advantage of lower transportation costs and network infrastructure investment relative to hydrogen gas. Fuels like methanol have become subject to an increasing interest in Asia because they are currently available. We believe |
• | We have developed our products under the principle of “Any Fuel. Anywhere.” which can be distilled into the two components: |
○ | Any Fuel: While LT-PEMs require high-purity hydrogen to operate, our HT-PEMs can utilize low cost and abundant hydrogen-carrier fuels, including methanol, natural gas, e-fuels, liquid organic hydrogen carriers, dimethyl ether, and renewable biofuels. The infrastructure required for clean energy powered solely by high-purity hydrogen would cost trillions of dollars. In contrast, many of the hydrogen-carrier fuels can use existing or in-development infrastructure and have a much lower transport cost than hydrogen. This key technology differentiator bypasses the need to commit to a specific energy distribution network and leverages existing infrastructure. Most importantly, it provides an immediately serviceable market today, while we believe many LT-PEM competitors may have to wait another decade for the availability of green, high-purity, inexpensive hydrogen, and potentially longer for the maturity of hydrogen transportation and storage networks. Given the urgency to decarbonize power generation, and the investment challenges faced by developing countries, we expect methanol to have an increasingly significant role as a liquid hydrogen carrier and a low or no carbon dioxide emission alternative to oil. |
○ | Anywhere: Our HT-PEM fuel cells have the ability to operate in a variety of practical conditions, including a wide range of geographies, weather, ambient temperatures (as low as -20oC and up to +55oC), and in humid or polluted environments. LT-PEM fuel cells, on the other hand, tend to struggle in the heat, can be damaged by dry climates, or polluted air, and cannot handle impurities of the hydrogen supply. LT-PEM technology is intolerant to CO damage (with performance degradation at levels as low as 10 ppm), while HT-PEM can withstand 1-4% CO concentrations, depending on temperature and operation. For example, readily available low-cost hydrogen can be made with 1-2% carbon monoxide (20,000ppm), which works well with HT- PEMs. LT-PEM loses performance with only 10ppm of carbon monoxide. The relative durability of our products in a range of environments also provides a longer life of operation relative to LT-PEM fuel cells. |
• | Our HT-PEM technology significantly reduces the balance of plant requirements of a fuel cell system relative to LT-PEM fuel cells. This means that fuel cells using our HT-PEMs have simplified requirements for supporting components and auxiliary systems, which enables reduced cost and increases application range for the end-user. It does this through two methods: |
○ | Superior Heat Management: HT-PEM fuel cells operate at high temperatures (between 160°C and 220°C, with next-generation MEA-based fuel cells operating between 80°C and 240°C). Therefore, the temperature differential between a HT-PEM fuel cell and the outside environment is large. As a |
○ | Water Management Issues: HT-PEM fuel cells use phosphoric acid as an electrolyte rather than water-assisted membranes. Therefore, they reduce the need for water balance and other compensating engineering systems. |
1. | Systems: Fuel cells for portable and stationary applications of power generation, in the range of 20W to 20kW. These fuel cells have applications in the telecom tower (e.g. 5G, 4G) power, surveillance, defense (and other portable power applications), energy (and other critical) infrastructure, and auxiliary power (marine, leisure) markets. Our fuel cells are manufactured in the U.S., Denmark, and Germany. Fuel cell systems provide the majority of our current revenue. |
2. | The next generation of our fuel cells, in the 15kW to 1MW range, is expected to target the mobility sector (e.g., heavy-duty automotive, mining equipment, marine, aerospace, and unmanned aerial vehicles (“UAV”)). We are planning to enter into joint development agreements with Tier 1 suppliers and OEMs to bring HT-PEM fuel cells to the mobility market. We intend to be a provider of MEAs and core technology via licensing, rather than producing end-products for the mobility industry. Revenue from joint development agreements may include engineering fees during the 1-3 year initial development cycle, MEA sales, and on-going licensing fees. |
3. | We are a developer of the key component of the fuel cell, the MEA. The operation of the MEA is key to the functionality and characteristics of a fuel cell system. Our MEA enables a robust, long-lasting, and ultimately low-cost fuel cell product, relative to LT-PEM technologies. In addition to our fuel cell system offerings, our MEA is also a discrete product offering to third-party fuel cell manufacturers. MEA sales are expected to be a rapidly growing market in the future as more and more fuel cells are deployed globally by third parties, especially in the mobility space. |
• | The stationary off-grid market, expected to be a growing market. |
• | The human-portable defense, surveillance, energy infrastructure, and leisure market based on UltraCell’s innovative products. |
• | The development of next-generation MEA and fuel cell solutions for the mobility market. |
• | The large-scale fuel cell systems market (power generation and power to gas), especially following developments in the multi-billion euro “White Dragon” project (in which Advent is the fuel cell development partner), if approved by the European Union. |
1. | Off-Grid Power: We have a growing presence in the off-grid power market, with its recently acquired SerEnergy subsidiary having shipped thousands of systems worldwide to telecommunications providers for back-up power systems and stationary power sectors. Methanol is easier and cheaper to deliver to remote locations compared to pure hydrogen, providing our HT-PEM technology with an advantage in the off-grid market. Off-grid fuel cell solutions can use methanol already available at some remote industrial sites, like wellheads. Additionally, methanol can be found in products already present at some remote sites, such as certain windshield washer fluids. These products could be repurposed as a fuel source for the fuel cell. Fuel cells in these applications produce significantly less of the greenhouse gases compared to ICE generators and produce power without ICEs’ attendant high levels of nitrogen oxides, sulfur oxides or particulate emissions. Off-grid power solutions have the potential to run full-time, 365 days a year, 24 hours per day. Our launch of the M-ZERØ methanol-fueled low-power system targets the power generation needs of remote oil and gas locations. The current method of powering such equipment results in significant methane emissions that are equivalent to millions of cars’ emissions per year. |
2. | Portable Power: Our acquisition of Silicon Valley-based UltraCell provided us with complete system technology for the portable power and defense markets. Electrification is one of the key initiatives in the defense industry as the needs for mobility and power on demand are increasing dramatically. Our fuel cells have already been deployed by the US Department of Defense (“DoD”), in the XX-55 portable power system, while the next-generation “Honey Badger” product, a wearable fuel cell designed to provide soldiers with on the go power, is currently in the DoD’s demonstration/validation program. |
3. | Combined Heat and Power (“CHP”): By virtue of their high temperature operation, HT-PEM fuel cells are well suited for delivering heat in addition to power to large commercial buildings and single or multi-family homes. The CHP efficiency is at the 85%-90% range, making HT-PEM fuel cells extremely efficient for such uses. HT-PEM fuel cells can be supplied by existing natural gas infrastructure and eventually by a future hydrogen-blend or pure-hydrogen pipeline network. |
4. | Automotive: By charging electric vehicles’ batteries on-board through the conversion of high-purity hydrogen or hydrogen-carrier fuels into electricity, our fuel cells solve the range and recharging issues that battery-only electric vehicles currently face. This issue is a particular challenge in heavy-duty and commercial vehicles. Since our fuel cells can use hydrogen-carrier fuels such as natural gas, methanol and biofuels, fuels that are of growing in importance in China, India, and Western Europe, we believe that our technology will be critical in accelerating the mass adoption of electric vehicles and the shift away from ICEs. Existing battery and LT-PEM technology are unable to meet the needs of heavy-duty transportation which require long-range, heavy payloads, fast refill times, and the ability to operate in diverse environments. For example, LT-PEM fuel cells are unable to operate in hot environments because the radiator required to cool the MEA to the appropriate temperature range would be too large and therefore impractical. The use of battery-only technology has the added disadvantage of insufficient power capacity without a substantial volume and weight of batteries, which results in a significant reduction in cargo capacity. |
5. | Aviation: Our fuel cells can deliver much longer range (autonomy) and better utilization (through faster time to refill and greater payload) for commercial drones, eVTOLs, and auxiliary power for traditional aircraft than battery power alone can deliver. Existing commercial drones based on battery-only technology have a limited flight time given the power limitations of the lightweight requirements of flight. Compared to battery powered flights, aircrafts powered by fuel cells using next generation HT-PEMs and ultra-lightweight non-metal plates could increase range, payload/passenger capacity, and the number of trips made on one charge or fill-up. HT-PEM aircraft have the potential to refuel significantly faster than an equivalent battery could recharge. The high-purity hydrogen currently required by LT-PEM is considered unsafe for widespread commercial use, while our HT-PEM provides sufficient range using safer liquid fuels and the Company believes it is key to efficient real-world flight usage. Hydrogen gas and dimethyl ether are suitable for use as fuel for aviation fuel cells, and both work well with HT-PEM technology. Additionally, high-temperature operation in aviation is essential, given heat exchange issues. Fuel cells have shown that drones can stay airborne for longer periods of time, which enhances their value proposition and business applications. We expect drone prototypes based on our technology to be available as soon as 2022. |
6. | Marine: In the marine industry, neither compressed hydrogen nor batteries are a viable option for commercial shipping. The industry is evaluating alternative fuels to replace bunker fuel, and methanol appears to be among the most likely hydrogen carriers positioned to meet the European Union’s 2050 decarbonization objectives. Our fuel cells are well-suited for methanol use, as the high-temperature operation can use low-grade hydrogen (converted from methanol via reformation) that does not work with current LT-PEM fuel cells. Applications in the marine industry are likely to develop initially in auxiliary power and smaller ships, and eventually scale to the multi-MW range main propulsion market. Our fuel cells promise fuel flexibility with hydrogen gas, liquid organic hydrogen carriers, methanol, and natural gas, and operate at high temperatures through proprietary chemistry. Marine applications could be scalable for divergent load requirements and applications such as powering the entire propulsion system or, alternatively, providing auxiliary power to a differently powered primary propulsion system. Marine fuel cell usage could offer long range and a fast refill; unlike battery power, and longer routes and larger vessels can be powered by fuel cells as compared to batteries. In addition, fuel cells can be used in a hybrid structure in conjunction with battery power. We are planning our initial focus on applications for auxiliary marine power, and then plans to focus on vessels’ main power. |
Name | | | Age | | | Position |
Vassilios Gregoriou | | | 57 | | | Chairman, Chief Executive Officer and Director |
Kevin Brackman | | | 49 | | | Chief Financial Officer |
Christos Kaskavelis | | | 53 | | | Chief Marketing Officer and Director |
Emory De Castro | | | 64 | | | Chief Technology Officer and Director |
James F. Coffey | | | 59 | | | Chief Operating Officer and General Counsel |
Katherine E. Fleming | | | 56 | | | Director |
Anggelos Skutaris | | | 57 | | | Director |
Katrina Fritz | | | 49 | | | Director |
Lawrence Epstein | | | 54 | | | Director |
• | the Class I directors are Anggelos Skutaris, and Katrina Fritz, and their terms will expire at the annual meeting of stockholders to be held in 2024; |
• | the Class II directors are Katherine E. Fleming, and Lawrence Epstein, and their terms will expire at the annual meeting of stockholders to be held in 2022; and |
• | the Class III directors are Vassilios Gregoriou, Emory De Castro, and Christos Kaskavelis, and their terms will expire at the annual meeting of stockholders to be held in 2023. |
• | selecting a qualified firm to serve as the independent registered public accounting firm to audit our financial statements; |
• | helping to ensure the independence and performance of the independent registered public accounting firm; |
• | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results; |
• | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
• | reviewing policies on risk assessment and risk management; |
• | reviewing related party transactions; |
• | obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes our internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and |
• | by the independent registered public accounting firm |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of our other executive officers; |
• | reviewing and recommending to our board of directors the compensation of our directors; |
• | reviewing our executive compensation policies and plans; |
• | reviewing and approving, or recommending that our board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for our executive officers and other senior management, as appropriate; |
• | selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; |
• | assisting management in complying with our proxy statement and Annual Report disclosure requirements; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; |
• | reviewing and establishing general policies relating to compensation and benefits of our employees; and |
• | reviewing our overall compensation philosophy. |
1. | reviewing and formalizing the Company’s compensation philosophy; |
2. | preparation of competitive benchmarking reviews regarding executive compensation; |
a. | In 2021, the Company elected to forgo establishing a compensation peer group, and as a result relied on survey data for benchmark purposes, scoped to the Company’s size; |
3. | review of cash bonuses paid to executive officers; |
4. | review of long-term incentive awards in connection with the Business Combination; |
5. | evaluation of compensation program design for 2021; |
6. | review and determine go-forward non-employee director compensation program; and |
7. | analysis of current trends in executive compensation, and updates regarding applicable legislative and governance activity. |
• | identifying, evaluating and selecting, or recommending that our board of directors approve, nominees for election to our board of directors; |
• | evaluating the performance of our board of directors and of individual directors; |
• | reviewing developments in corporate governance practices; |
• | evaluating the adequacy of our corporate governance practices and reporting; |
• | reviewing management succession plans; and |
• | developing and making recommendations to our board of directors regarding corporate governance guidelines and matters. |
• | Vassilios Gregoriou, Advent’s Chief Executive Officer and Chairman of its Board of Directors; |
• | Emory De Castro, Advent’s Chief Technology Officer; and |
• | Christos Kaskavelis, Advent’s Chief Marketing Officer. |
Name and Principal Position | | | Fiscal Year | | | Salary ($)(1) | | | Bonus ($)(2)(3) | | | Stock Awards ($)(4) | | | Option Awards ($)(4) | | | Non-Equity Incentive Plan Compensation ($) | | | All Other Compensation ($) | | | Total ($) |
Vassilios Gregoriou Chairman of the Board of Directors and Chief Executive Officer | | | 2021 | | | $800,000 | | | $3,000,000 | | | $9,553,142 | | | $4,647,475 | | | $1,200,000 | | | — | | | $19,200,617 |
| 2020 | | | $170,000 | | | — | | | $323,966 | | | — | | | — | | | — | | | $493,966 | ||
| | | | | | | | | | | | | | | | |||||||||
Christos Kaskavelis(5) Chief Marketing Officer | | | 2021 | | | $358,186 | | | $1,110,000 | | | $3,582,426 | | | $1,742,802 | | | $358,186 | | | — | | | $7,151,600 |
| 2020 | | | $120,000 | | | — | | | $173,896 | | | — | | | — | | | — | | | $293,896 | ||
| | | | | | | | | | | | | | | | |||||||||
Emory De Castro Chief Technology Officer | | | 2021 | | | $350,000 | | | $1,110,000 | | | $3,582,426 | | | $1,742,802 | | | $350,000 | | | — | | | $7,135,228 |
| 2020 | | | $150,000 | | | — | | | $173,896 | | | — | | | — | | | — | | | $323,896 |
(1) | As of December 31, 2020, an aggregate of $613,970, $120,000, and $426,422 was due in unpaid compensation for prior service to, respectively, Messrs. Gregoriou, Kaskavelis, and De Castro. These amounts were repaid to Messrs. Gregoriou, Kaskavelis, and De Castro in connection with the Business Combination in February 2021. |
(2) | The Company entered into transaction bonus letter agreements with each of Messrs. Gregoriou, Kaskavelis, and De Castro, which entitled each executive to receive a transaction bonus which was paid promptly following the Business Combination, contingent upon such executive’s continued employment through the consummation of the Business Combination and execution of a general release of claims. |
(3) | The Company entered into employment agreements with each of Messrs. Gregoriou, Kaskavelis, and De Castro, which entitled each executive to receive a one-time sign-on bonus. |
(4) | The amounts included under the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of such awards granted during the 2021 and 2020 fiscal years. For more information regarding these share-based compensation arrangements, see Note 16 to the audited Consolidated Financial Statements for the year ended December 31, 2021 included as part of this filing. |
(5) | Compensation for Mr. Kaskavelis was paid to Mamaya IKE, a Greek company owned by Mr. Kaskavelis and his wife |
Role | | | Required Ownership Level |
Chief Executive Officer and Chairman | | | 6.0x Base Salary |
Other Executive Officers | | | 3.0x Base Salary |
Non-Employee Directors | | | 3.0x Annual Cash Retainer |
• | Shares owned by the executive/director, including those obtained through the vesting of restricted stock units and performance stock units |
• | Shares owned jointly by the executive/director and spouse or held in trust established by the executive/director for the benefit of the executive/director and/or family members |
• | Unvested time-based restricted stock units |
• | Note: Unvested performance stock units and unexercised stock options do not count towards satisfying stock ownership requirements |
• | Mr. Gregoriou serves as our Chief Executive Officer and Chairman of our board of directors, with an initial annual base salary of $800,000, a one-time signing bonus of $500,000, and beginning in fiscal year 2021, eligibility to earn an annual performance bonus with a target equal to 150% of his annual base salary. |
• | Mr. De Castro serves as our Chief Technology Officer, with an annual base salary of $350,000, a one-time signing bonus of $250,000, and beginning in fiscal year 2021, eligibility to earn an annual performance bonus with a target equal to 100% of his annual base salary. |
• | Mr. Kaskavelis serves as our Chief Marketing Officer, with an annual base salary of €315,000, a one-time signing bonus of $250,000, and beginning in fiscal year 2021, eligibility to earn an annual performance bonus with a target equal to 100% of his annual base salary. |
| | Option Awards(1) | | | Stock Awards(2) | |||||||||||||
Name | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) |
Vassilios Gregoriou | | | — | | | 922,118 | | | $10.36 | | | 6/11/2031 | | | 922,118 | | | $6,464,047 |
Emory De Castro | | | — | | | 345,794 | | | $10.36 | | | 6/11/2031 | | | 345,794 | | | $2,424,016 |
Christos Kaskavelis | | | — | | | 345,794 | | | $10.36 | | | 6/11/2031 | | | 345,794 | | | $2,424,016 |
(1) | Option awards vest 25% upon each anniversary of February 4, 2021, the vesting commencement date, until the fourth anniversary of the vesting commencement date. |
(2) | Stock awards consist of grants of restricted stock units that vest 25% upon each anniversary of February 4, 2021, the vesting commencement date, until the fourth anniversary of the vesting commencement date. |
(3) | Market value of restricted stock unit awards is based on the closing price of $7.01 per share on December 31, 2021 on the Nasdaq Stock Market. |
Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1)(2) | | | Total ($) |
Katherine E. Fleming | | | $100,000 | | | $199,989 | | | $299,989 |
Katrina Fitz | | | $100,000 | | | $199,989 | | | $299,989 |
Anggelos Skutaris | | | $100,000 | | | $199,989 | | | $299,989 |
Lawrence M. Clark, Jr. (former director)(3) | | | $100,000 | | | $— | | | $100,000 |
(1) | The amounts disclosed above reflect the full grant date fair values in accordance with FASB ASC Topic 718. See “Note 16 - Share Based Compensation” to our consolidated financial statements for the year ended December 31, 2021. |
(2) | On June 11, 2021, the company granted to each non-employee director a total of 19,304 restricted stock units, 9,652 of which vest on February 4, 2022 and 9,652 of which vest on June 8, 2022. |
(3) | Mr. Clark resigned on January 28, 2022. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and |
• | if, and only if, the closing price of our common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrant holders. |
• | a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”); |
• | an affiliate of an interested stockholder; or |
• | an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. |
• | our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction; or |
• | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock. |
• | 1% of the total number of shares of our common stock then outstanding; or |
• | the average weekly reported trading volume of our common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
• | each person known to us to be the beneficial owner of more than 5% of outstanding common stock; |
• | each of our named executive officers and directors; and |
• | all executive officers and directors as a group |
Name and Address of Beneficial Owner | | | Number of Shares | | | % |
Directors and Executive Officers | | | | | ||
Vassilios Gregoriou(1) | | | 5,926,564 | | | 11.5% |
Christos Kaskavelis(2) | | | 3,877,009 | | | 7.6% |
Emory De Castro(3) | | | 2,297,895 | | | 4.5% |
Katherine E. Fleming | | | 2,413 | | | * |
Anggelos Skutaris | | | 2,413 | | | * |
Katrina Fritz | | | 2,413 | | | * |
All directors and executive officers as a group (nine individuals)(4) | | | 12,872,308 | | | 24.9% |
Five Percent Holders: | | | | | ||
F.E.R. fischer Edelstahlrohre GmbH(5) | | | 5,124,846 | | | 10.0% |
AMCI Sponsor LLC(6) | | | 4,844,148 | | | 9.0% |
BNP Paribas Asset Management UK Ltd.(7) | | | 3,814,184 | | | 7.4% |
2012 Lewnowski Family Trust UAD 12/19/2012(8) | | | 2,898,579 | | | 5.5% |
Invesco Ltd.(9) | | | 2,778,867 | | | 5.4% |
Charalampos Antoniou(10) | | | 2,775,049 | | | 5.4% |
* | Less than one percent. |
(1) | Share amount includes 230,529 shares issuable upon exercise of options. |
(2) | Share amount includes (a) 86,448 shares issuable upon exercise of options, and (b) 1,802,405 shares owned by Nemaland Ltd, an entity in which Mr. Kaskavelis and his wife each hold a 50% stake and for which Mr. Kaskavelis holds shared voting and dispositive power with his wife with regard to such shares of Company common stock. The business address of Mr. Kaskavelis is 200 Clarendon Street, Boston, MA 02116. The business address of Nemaland Ltd is 77 Strovolou, Office 204, 2018 Strovolos, 2018, Cyprus. |
(3) | Share amount includes an aggregate of 86,448 shares issuable upon exercise of options. |
(4) | Share amount includes an aggregate of 489,873 shares issuable upon exercise of options. Unless otherwise indicated, the business address of each of the individuals is 200 Clarendon Street, Boston, MA 02116. |
(5) | Pursuant to a Schedule 13G filed with the SEC on September 9, 2021, all shares are held of record by F.E.R. fischer Edelstahlrohre GmbH (“Fischer GmbH”). Fischer GmbH has shares voting and dispositive power over such shares. Fischer GmbH is 100% owned by fischer group SE & Co. KG (“Fischer KG”). Johann Fischer holds an interest and 51% of the voting power in Fischer KG. The remaining interests in Fischer KG are held by Hans-Peter Fischer, Roland Fischer and Michaela Behrle. The business address for such entities and persons is Im Gewerbegebiet 7, 77855 Achern-Fautenbach, Germany. |
(6) | Includes 2,474,009 shares of Company common stock and 2,370,139 shares of Company common stock issuable upon exercise of warrants. The business address is c/o AMCI Acquisition Corp., 1501 Ligonier Street, Suite 370, Latrobe, PA 15650. |
(7) | Pursuant to a Schedule 13G filed with the SEC on January 31, 2022, BNP Paribas Asset Management UK Ltd. (“BNP”) has sole voting and dispositive power over such shares. The business address for BNP is 5 Aldermanbury Square, London, EX2V 7BP. |
(8) | Consists of securities held by Orion prior to the Business Combination. Includes warrants exercisable for 1,262,249 shares of common stock. The address of the 2012 Lewnowski Family Trust UAD 12/19/2012 is 75 Stuyvesant Avenue, Rye, New York 10580. |
(9) | Pursuant to a Schedule 13G filed with the SEC on February 14, 2022, Invesco Capital Management LLC is a subsidiary of Invesco Ltd. (“Invesco”) and it advises the Invesco WilderHill Clean Energy ETF which owns 5.41% of such shares. However, no one individual has greater than 5% economic ownership. The shareholders of the Fund have the right to receive or the power to direct the receipt of dividends and proceeds from the sale of securities listed above. Invesco has sole voting and dispositive power over such shares. The business address for Inveso is 1555 Peachtree Street NE, Suite 1800, Atlanta, GA 30309. |
(10) | Share amount includes 1,784,389 shares owned by Neptune International AG, an entity for which Mr. Antoniou holds shared voting and dispositive power with regard to such shares of Company common stock. The business address of Mr. Antoniou is Bernoldweg 14, ZUG, 6300, Switzerland. The business address of Neptune International AG is Bahnhofstrasse 7, ZUG, 6300, Switzerland. |
Selling Securityholder | | | Shares of Common Stock Beneficially Owned Prior to Offering | | | Shares of Common Stock Offered | | | Shares of Common Stock Beneficially Owned After the Offered Shares are Sold | | | % |
F.E.R. fischer Edelstahlrohre GmbH(1) | | | 5,124,846 | | | 5,124,846 | | | — | | | — |
Istvan Zollei(2) | | | 956,418 | | | 539,812 | | | 416,606 | | | * |
Dov Lader(3) | | | 478,109 | | | 269,906 | | | 208,203 | | | * |
Daniel Zier(4) | | | 191,243 | | | 107,962 | | | 83,281 | | | * |
2012 Lewnowski Family Trust UAD 2/19/2012(5) | | | 2,898,579 | | | 1,636,330 | | | 1,262,249 | | | 2.4% |
AMCI Sponsor LLC(6) | | | 4,844,148 | | | 2,474,009 | | | 2,370,139 | | | 4.4% |
* | Less than one percent. |
(1) | Pursuant to a Schedule 13G filed with the SEC on September 9, 2021, all shares are held of record by Fischer GmbH. Fischer GmbH has shares voting and dispositive power over such shares. Fischer GmbH is 100% owned by fischer group SE & Co. KG (“Fischer KG”). Johann Fischer holds an interest and 51% of the voting power in Fischer KG. The remaining interests in Fischer KG are held by Hans-Peter Fischer, Roland Fischer and Michaela Behrle. The business address for such entities and persons is Im Gewerbegebiet 7, 77855 Achern-Fautenbach, Germany. |
(2) | Consists of securities held by Orion prior to the Business Combination. Includes warrants exercisable for 416,606 shares of common stock. The address of Istvan Zollei is 425 West 53rd Street, TH# 409, New York, New York 10019. |
(3) | Consists of securities held by Orion prior to the Business Combination. Includes warrants exercisable for 208,203 shares of common stock. The address of Dov Lader is 598 Barnard Avenue, Woodmere, New York, 11598. |
(4) | Consists of securities held by Orion prior to the Business Combination. Includes warrants exercisable for 83,281 shares of common stock. The address of Daniel Zier is 1050 S Josephine Street, Denver, Colorado 80209. |
(5) | Consists of securities held by Orion prior to the Business Combination. Includes warrants exercisable for 1,262,249 shares of common stock. The address of the 2012 Lewnowski Family Trust UAD 12/19/2012 is 75 Stuyvesant Avenue, Rye, New York 10580. |
(6) | Consists of securities held by Orion prior to the Business Combination. Includes warrants exercisable for 2,370,139 shares of common stock. The address of AMCI Sponsor LLC is 1501 Ligonier Street, Suite 370, Latrobe, PA 15650. |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the U.S.; |
• | persons that actually or constructively own five percent or more of our voting shares; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market method of accounting with respect to the securities; |
• | persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction; |
• | persons that receive shares upon the exercise of employee stock options or otherwise as compensation; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; and |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the U.S.; |
• | a corporation (or other entity taxable as a corporation) organized in or under the laws of the U.S., any state thereof or the District of Columbia; or |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person. |
• | a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates); |
• | a foreign corporation or |
• | an estate or trust that is not a U.S. holder; |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the U.S. (and, under certain income tax treaties, is attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter distribution in accordance with the rules of The Nasdaq Stock Market; |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the specific securities to be offered and sold; |
• | the names of the selling securityholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters; and |
• | any applicable commissions, discounts, concessions and other items constituting compensation from the selling securityholders. |
| | Page | |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
| | Page | |
Consolidated financial statements 1 January - 31 December 2020 and 1 January – 31 December 2019 | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
Unaudited Interim Consolidated financial statements 1 January - 30 June 2021 and 1 January - 30 June 2020 | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| |
| | Page | |
Annual Financial Statements 1 January 2020 - 31 December 2020 and 1 January -31 December 2019 | | | |
| | ||
| | ||
| | ||
| | ||
| | ||
| |
| | Page | |
Unaudited Interim Financial Statements 1 January 2021 - 30 June 2021 and 1 January 2020 - 30 June 2020 | | | |
| | ||
| | ||
| | ||
| | ||
| |
| | Page | |
| | ||
| | ||
| | ||
| | ||
| | ||
| |
| | As of | ||||
ASSETS | | | December 31, 2021 | | | December 31, 2020 |
Current assets: | | | | | ||
Cash and cash equivalents | | | $79,764,430 | | | $515,734 |
Accounts receivable, net | | | 3,138,603 | | | 421,059 |
Due from related parties | | | — | | | 67,781 |
Contract assets | | | 1,617,231 | | | 85,930 |
Inventories | | | 6,957,776 | | | 107,939 |
Prepaid expenses and Other current assets | | | 5,872,758 | | | 496,745 |
Total current assets | | | 97,350,798 | | | 1,695,188 |
Non-current assets: | | | | | ||
Goodwill | | | 30,030,498 | | | — |
Intangibles, net | | | 23,343,586 | | | — |
Property, plant and equipment, net | | | 8,584,988 | | | 198,737 |
Other non-current assets | | | 2,475,346 | | | 136 |
Deferred tax assets | | | 1,245,539 | | | — |
Total non-current assets | | | 65,679,957 | | | 198,873 |
Total assets | | | $163,030,755 | | | $1,894,061 |
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) | | | | | ||
Current liabilities: | | | | | ||
Trade payables | | | $4,837,369 | | | $881,394 |
Due to related parties | | | — | | | 1,114,659 |
Deferred income from grants, current | | | 205,212 | | | 158,819 |
Contract liabilities | | | 1,118,130 | | | 167,761 |
Other current liabilities | | | 12,513,770 | | | 904,379 |
Income tax payable | | | 195,599 | | | 201,780 |
Total current liabilities | | | 18,870,080 | | | 3,428,792 |
Non-current liabilities: | | | | | ||
Warrant liability | | | 10,373,264 | | | — |
Deferred tax liabilities | | | 2,499,920 | | | — |
Defined benefit obligation | | | 90,066 | | | 33,676 |
Deferred income from grants, non-current | | | — | | | 182,273 |
Other long-term liabilities | | | 995,634 | | | 42,793 |
Total non-current liabilities | | | 13,958,884 | | | 258,742 |
Total liabilities | | | 32,828,964 | | | 3,687,534 |
Commitments and contingent liabilities | | | | | ||
Stockholders’ equity / (deficit) | | | | | ||
Common stock ($0.0001 par value per share; Shares authorized: 110,000,000 at December 31, 2021 and December 31, 2020; Issued and outstanding: 51,253,591 and 25,033,398 at December 31, 2021 and December 31, 2020, respectively) | | | 5,125 | | | 2,503 |
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at December 31, 2021 and December 31, 2020; nil issued and outstanding at December 31, 2021 and December 31, 2020 | | | — | | | — |
Additional paid-in capital | | | 164,894,039 | | | 10,993,762 |
Accumulated other comprehensive (loss) / income | | | (1,272,513) | | | 111,780 |
Accumulated deficit | | | (33,424,860) | | | (12,901,518) |
Total stockholders’ equity / (deficit) | | | 130,201,791 | | | (1,793,473) |
Total liabilities and stockholders’ equity | | | $163,030,755 | | | $1,894,061 |
| | Years Ended December 31, | ||||
| | 2021 | | | 2020 | |
Revenue | | | $7,068,842 | | | $882,652 |
Cost of revenue | | | (5,406,216) | | | (513,818) |
Gross profit | | | 1,662,626 | | | 368,834 |
Income from grants | | | 829,207 | | | 206,828 |
Research and development expenses | | | (3,540,540) | | | (102,538) |
Administrative and selling expenses | | | (41,876,741) | | | (3,546,856) |
Amortization of intangible assets | | | (1,184,830) | | | — |
Operating loss | | | (44,110,278) | | | (3,073,732) |
Fair value change of warrant liability | | | 22,743,057 | | | — |
Finance income / (expenses), net | | | (51,561) | | | (5,542) |
Foreign exchange losses, net | | | (42,708) | | | (26,072) |
Other income (expenses), net | | | 15,638 | | | (15,696) |
Loss before income taxes | | | (21,445,852) | | | (3,121,042) |
Income taxes | | | 922,510 | | | — |
Net loss | | | $(20,523,342) | | | $(3,121,042) |
Net loss per share | | | | | ||
Basic loss per share | | | $(0.45) | | | $(0.15) |
Basic weighted average number of shares | | | 45,814,868 | | | 20,518,894 |
Diluted loss per share | | | $(0.45) | | | $(0.15) |
Diluted weighted average number of shares | | | 45,814,868 | | | 20,518,894 |
| | Years Ended December 31, | ||||
| | 2021 | | | 2020 | |
Net loss | | | $(20,523,342) | | | $(3,121,042) |
Other comprehensive income / (loss): | | | | | ||
Foreign currency translation adjustments | | | (1,328,052) | | | (7,079) |
Actuarial (losses) / gains | | | (56,241) | | | — |
Total other comprehensive loss | | | (1,384,293) | | | (7,079) |
Comprehensive loss | | | $(21,907,635) | | | $(3,128,121) |
| | Preferred Stock Series A Shares | | | Amount | | | Preferred Stock Series Seed Shares | | | Amount | | | Common Stock Shares | | | Amount | | | Additional Paid-in Capital | | | Accumulated Deficit | | | Accumulated OCI | | | Total Stockholders’ (Deficit) Equity | |
Balance as of December 31, 2019 | | | 314,505 | | | $315 | | | 2,108,405 | | | $2,108 | | | 888,184 | | | $888 | | | $8,811,647 | | | $(9,767,619) | | | $118,859 | | | $(833,802) |
Retroactive application of recapitalization | | | (314,505) | | | (315) | | | (2,108,405) | | | (2,108) | | | 13,026,925 | | | 503 | | | 1,920 | | | — | | | — | | | — |
Adjusted balance, beginning of year | | | — | | | — | | | — | | | — | | | 13,915,109 | | | 1,391 | | | 8,813,567 | | | (9,767,619) | | | 118,859 | | | (833,802) |
Issuance of preferred stock* | | | — | | | — | | | — | | | — | | | 2,225,396 | | | 223 | | | 1,429,782 | | | — | | | — | | | 1,430,005 |
Issuance of non-vested stock awards* | | | — | | | — | | | — | | | — | | | 9,135,138 | | | 913 | | | 20,843 | | | — | | | — | | | 21,756 |
Repurchase of shares* | | | — | | | — | | | — | | | — | | | (242,245) | | | (24) | | | (139,911) | | | (12,857) | | | — | | | (152,792) |
Recognition of stock grant plan | | | — | | | — | | | — | | | — | | | — | | | — | | | 869,481 | | | — | | | — | | | 869,481 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (3,121,042) | | | — | | | (3,121,042) |
Other comprehensive loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (7,079) | | | (7,079) |
Balance as of December 31, 2020* | | | — | | | $— | | | — | | | $— | | | 25,033,398 | | | $2,503 | | | $10,993,762 | | | $(12,901,518) | | | $111,780 | | | $(1,793,473) |
Business combination and PIPE financing | | | — | | | — | | | — | | | — | | | 21,072,549 | | | 2,107 | | | 108,005,877 | | | — | | | — | | | 108,007,984 |
Share capital increase from warrants exercise | | | — | | | — | | | — | | | — | | | 22,798 | | | 2 | | | 262,175 | | | — | | | — | | | 262,177 |
Share capital increase | | | — | | | — | | | — | | | — | | | 5,124,846 | | | 513 | | | 37,923,348 | | | — | | | — | | | 37,923,861 |
Stock based compensation expense | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,708,877 | | | — | | | — | | | 7,708,877 |
Net loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (20,523,342) | | | — | | | (20,523,342) |
Other comprehensive loss | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (1,384,293) | | | (1,384,293) |
Balance as of December 31, 2021 | | | — | | | $— | | | — | | | $— | | | 51,253,591 | | | $5,125 | | | $164,894,039 | | | $(33,424,860) | | | $(1,272,513) | | | $130,201,791 |
* | The amounts have been retroactively restated to give effect to the recapitalization transaction. |
| | Years Ended December 31, | ||||
| | 2021 | | | 2020 | |
Cash flows from operating activities: | | | | | ||
Net loss for the year | | | $(20,523,342) | | | $(3,121,042) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | | | | | ||
Depreciation of property and equipment | | | 559,101 | | | 22,508 |
Amortization of intangible assets | | | 1,184,831 | | | — |
Fair value gain of warrant liability | | | (22,743,057) | | | — |
Stock-based compensation expense | | | 7,708,877 | | | 869,481 |
Benefit for current and deferred income taxes | | | (922,510) | | | — |
Net (gains) losses on disposal/write-offs of property, plant and equipment and intangible assets | | | 8,692 | | | — |
Provision for credit losses | | | 13,375 | | | — |
Net periodic cost of defined benefit obligation | | | 5,354 | | | 2,008 |
Changes in operating assets and liabilities, exclusive of net assets acquired: | | | | | ||
Decrease/(increase) in accounts receivable | | | 940,062 | | | (104,620) |
Decrease/(increase) in due from related parties | | | 67,781 | | | (67,781) |
Decrease/(increase) in contract assets | | | (1,312,798) | | | (33,994) |
Decrease/(increase) in inventories | | | (1,595,099) | | | (75,499) |
Decrease/(increase) in prepaid expenses and other current assets | | | (4,960,827) | | | (275,100) |
Decrease/(increase) in other non-current assets | | | (197,643) | | | — |
(Decrease)/increase in trade payables | | | 2,958,683 | | | 573,572 |
(Decrease)/increase in due to related parties | | | (1,114,659) | | | (128,765) |
(Decrease)/increase in deferred income from grants | | | (563,185) | | | 81,021 |
(Decrease)/increase in contract liabilities | | | 36,754 | | | 129,033 |
(Decrease)/increase in other current liabilities | | | 4,878,531 | | | 696,330 |
(Decrease)/Increase in income tax payable | | | 9,773 | | | 7,780 |
(Decrease)/Increase in other long-term liabilities | | | (275,694) | | | — |
Net cash used in operating activities | | | $(35,837,000) | | | $(1,425,068) |
Cash flows from investing activities: | | | | | ||
Proceeds from sale of property and equipment | | | 6,970 | | | — |
Purchases of property and equipment | | | (3,920,470) | | | (122,508) |
Purchases of intangible assets | | | (17,747) | | | — |
Advances for the acquisition of property and equipment | | | (2,200,158) | | | — |
Acquisition of subsidiaries, net of cash acquired | | | (19,425,378) | | | — |
Net cash used in investing activities | | | $(25,556,783) | | | $(122,508) |
Cash flows from financing activities: | | | | | ||
Proceeds of issuance of preferred stock | | | — | | | 1,430,005 |
Issuance of common stock and paid-in capital from warrants exercise | | | 262,177 | | | — |
Proceeds from exercise of stock options | | | — | | | 21,756 |
Business Combination and PIPE financing, net of issuance costs paid | | | 141,120,851 | | | — |
Repurchase of common stock - cancellation of shares | | | — | | | (69,431) |
State loan proceeds | | | 118,274 | | | — |
Repayments of debt | | | — | | | (500,000) |
Net cash provided by financing activities | | | $141,501,302 | | | $882,330 |
Net increase/(decrease) in cash and cash equivalents | | | $80,107,519 | | | $(665,246) |
Effect of exchange rate changes on cash and cash equivalent | | | (858,823) | | | (18,035) |
Cash and cash equivalents, beginning of year | | | 515,734 | | | 1,199,015 |
Cash and cash equivalents, end of year | | | $79,764,430 | | | $515,734 |
Company Name | | | Country of Incorporation | | | Ownership Interest | | | Statements of Operations | ||||||
| Direct | | | Indirect | | | 2021 | | | 2020 | |||||
Advent Technologies Inc. | | | USA | | | 100% | | | — | | | 01/01 – 12/31 | | | 01/01 – 12/31 |
Advent Technologies S.A. | | | Greece | | | 100% | | | — | | | 01/01 – 12/31 | | | 01/01 – 12/31 |
Advent Technologies LLC | | | USA | | | 100% | | | — | | | 02/19 – 12/31 | | | — |
Advent Technologies GmbH | | | Germany | | | 100% | | | — | | | 09/01 – 12/31 | | | — |
Advent Technologies A/S | | | Denmark | | | 100% | | | — | | | 09/01 – 12/31 | | | — |
Advent Green Energy Philippines, Inc | | | Philippines | | | — | | | 100% | | | 09/01 – 12/31 | | | — |
• | identify the contract with a customer, |
• | identify the performance obligations in the contract, |
• | determine the transaction price, |
• | allocate the transaction price to performance obligations in the contract, and |
• | recognize revenue as the performance obligation is satisfied. |
• | Level 1: Quoted prices in active markets for identical assets or liabilities. |
• | Level 2: Observable inputs other than Level 1 prices, for similar assets or liabilities that are directly or indirectly observable in the marketplace. |
• | Level 3: Unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. |
| | Fair Value | | | Unobservable Inputs (Level 3) | |
Liabilities | | | | | ||
Warrant liability | | | $10,373,264 | | | $10,373,264 |
| | $10,373,264 | | | $10,373,264 |
| | Warrant Liability | |
Estimated fair value on February 4, 2021 | | | $33,116,321 |
Change in estimated fair value | | | $(22,743,057) |
Estimated fair value on December 31, 2021 | | | $10,373,264 |
Stock price | | | $7.01 |
Exercise price (strike price) | | | $11.50 |
Risk-free interest rate | | | 1.12% |
Volatility | | | 60.70% |
Remaining term (in years) | | | 4.09 |
| | Recapitalization | |
Cash- AMCI’s trust and cash (net of redemptions) | | | $93,310,599 |
Cash – PIPE plus interest | | | 65,000,118 |
Less transaction costs and advisory fees paid | | | (17,188,519) |
Less non-cash warrant liability assumed | | | (33,116,321) |
Net Business Combination and PIPE financing | | | $108,005,877 |
| | Recapitalization | |
Class A Common A stock of AMCI, outstanding prior to Business Combination | | | 9,061,136 |
Less Redemption of AMCI shares | | | (1,606) |
Class B Common Stock of AMCI, outstanding prior to Business Combination | | | 5,513,019 |
Shares issued in PIPE | | | 6,500,000 |
Business Combination and PIPE financing shares | | | 21,072,549 |
Legacy Advent Shares | | | 25,033,398 |
Total shares of Common Stock immediately after Business Combination | | | 46,105,947 |
Current assets | | | |
Cash and cash equivalents | | | $77,129 |
Other current assets | | | 658,332 |
Total current assets | | | $735,461 |
Non-current assets | | | 9,187 |
Total assets | | | $744,648 |
Current liabilities | | | 110,179 |
Non-current liabilities | | | — |
Total liabilities | | | $110,179 |
Net assets acquired | | | $634,469 |
Goodwill arising on acquisition | | | |
Cost of investment | | | $6,000,000 |
Net assets value | | | 634,469 |
Consideration to be allocated | | | $5,365,531 |
Fair value adjustment - New intangibles | | | |
Trade name “UltraCell” | | | 405,931 |
Patented technology | | | 4,328,228 |
Total intangibles acquired | | | $4,734,159 |
Remaining Goodwill | | | $631,372 |
| | Year Ended December 31, | ||||
(Amounts in millions) | | | 2021 | | | 2020 |
Revenue | | | $16.0 | | | $3.0 |
Net Loss | | | (29.3) | | | (16.2) |
Current assets | | | |
Cash and cash equivalents | | | $4,366,802 |
Other current assets | | | 10,252,064 |
Total current assets | | | $14,618,866 |
Non-current assets | | | 5,387,674 |
Total assets | | | $20,006,540 |
| | ||
Current liabilities | | | 5,800,077 |
Non-current liabilities | | | 1,179,618 |
Total liabilities | | | $6,979,695 |
| | ||
Net assets acquired | | | $13,026,845 |
Cost of investment | | | |
Cash consideration | | | $22,236,111 |
Share consideration | | | 37,923,860 |
Total cost of investment | | | 60,159,971 |
Less: Net assets value | | | 13,026,845 |
Original excess purchase price | | | $47,133,126 |
Fair value adjustments | | | |
Real Property | | | 76,000 |
New intangibles: | | | |
Patents | | | 16,893,000 |
Process know-how (IPR&D) | | | 2,612,000 |
Order backlog | | | 266,000 |
Total intangibles acquired | | | $19,771,000 |
Deferred tax liability arising from the recognition of intangibles and real property valuation | | | (5,452,000) |
Deferred tax assets on tax losses carried forward | | | 3,339,000 |
Remaining Goodwill | | | $29,399,126 |
| | December 31, 2021 | | | December 31, 2020 | |
Due from other related parties | | | | | ||
Charalampos Antoniou | | | — | | | 67,781 |
Total | | | $— | | | $67,781 |
| | December 31, 2021 | | | December 31, 2020 | |
Due to related parties | | | | | ||
Vassilios Gregoriou | | | $— | | | $613,971 |
Emory Sayre De Castro | | | — | | | 425,528 |
Christos Kaskavelis | | | — | | | 75,160 |
Total | | | $— | | | $1,114,659 |
| | December 31, 2021 | | | December 31, 2020 | |
Accounts receivable from third party customers | | | $3,549,190 | | | $439,893 |
Less: Allowance for credit losses | | | (410,587) | | | (18,834) |
Accounts receivable, net | | | $3,138,603 | | | $421,059 |
| | Year Ended December 31, | ||||
| | 2021 | | | 2020 | |
Balance at beginning of year | | | $(18,834) | | | $(17,045) |
Assumed at business combination | | | (405,253) | | | — |
Additions during the year | | | (13,375) | | | (200) |
Utilized provisions during the year | | | 8,201 | | | — |
Exchange differences | | | 18,674 | | | (1,589) |
Balance at end of year | | | $(410,587) | | | $(18,834) |
| | December 31, 2021 | | | December 31, 2020 | |
Raw materials and supplies | | | $5,360,680 | | | $107,939 |
Work-in-process | | | 756,896 | | | — |
Finished goods | | | 888,054 | | | — |
Total | | | $7,005,630 | | | $107,939 |
Provision for slow moving inventory | | | (47,854) | | | — |
Total | | | $6,957,776 | | | $107,939 |
| | Year Ended December 31, 2021 | |
Balance at beginning of year | | | $— |
Assumed at business combination | | | (50,000) |
Exchange differences | | | 2,146 |
Balance at end of year | | | $(47,854) |
| | December 31, 2021 | | | December 31, 2020 | |
Prepaid insurance expenses | | | $354,978 | | | $383 |
Prepaid research expenses | | | 494,813 | | | — |
Prepaid rent expenses | | | 98,520 | | | — |
Other prepaid expenses | | | 191,783 | | | 1,341 |
Total | | | $1,140,094 | | | $1,724 |
| | December 31, 2021 | | | December 31, 2020 | |
VAT receivable | | | $980,518 | | | $259,831 |
Withholding tax | | | 108,350 | | | — |
Grant receivable | | | 509,399 | | | 95,064 |
Purchases under receipt | | | 274,330 | | | 24,488 |
Guarantees | | | 24,234 | | | — |
Other receivables | | | 2,835,833 | | | 115,638 |
| | $4,732,664 | | | $495,021 |
| | December 31, 2021 | |
Goodwill on acquisition of UltraCell (Note 3b) | | | $631,372 |
Goodwill on acquisition of SerEnergy and FES (Note 3c) | | | 29,399,126 |
Total goodwill | | | $30,030,498 |
Amounts in $ | | | Gross Carrying Amount | | | Accumulated Amortization | | | Net Carrying Amount |
Indefinite-lived intangible assets: | | | | | | | |||
Trade name “UltraCell” | | | $405,931 | | | $— | | | $405,931 |
Total indefinite-lived intangible assets | | | $405,931 | | | $— | | | $405,931 |
Finite-lived intangible assets: | | | | | | | |||
Patents | | | 21,221,228 | | | (945,175) | | | 20,276,053 |
Process know-how (IPR&D) | | | 2,612,000 | | | (146,701) | | | 2,465,299 |
Order backlog | | | 266,000 | | | (89,638) | | | 176,362 |
Software | | | 121,505 | | | (101,564) | | | 19,941 |
Total finite-lived intangible assets | | | $24,220,733 | | | $(1,283,078) | | | $22,937,655 |
Total intangible assets | | | $24,626,664 | | | $(1,283,078) | | | $23,343,586 |
Fiscal Year Ended December 31, | | | |
2022 | | | $2,737,806 |
2023 | | | 2,561,444 |
2024 | | | 2,561,444 |
2025 | | | 2,561,444 |
2026 | | | 2,561,444 |
Thereafter | | | 9,954,073 |
Total | | | $22,937,655 |
| | December 31, 2021 | | | December 31, 2020 | |
Land, Buildings & Leasehold Improvements | | | $1,888,438 | | | 15,883 |
Machinery | | | 8,756,437 | | | 561,928 |
Equipment | | | 4,090,534 | | | 113,222 |
Assets under construction | | | 430,455 | | | — |
| | $15,165,864 | | | $691,033 | |
Less: accumulated depreciation | | | (6,580,876) | | | (492,296) |
Total | | | $8,584,988 | | | $198,737 |
| | December 31, 2021 | | | December 31, 2020 | |
Accrued expenses(1) | | | $5,903,225 | | | $814,965 |
Other short-term payables(2) | | | 4,589,986 | | | 64,386 |
Taxes and duties payable | | | 1,235,830 | | | 5,662 |
Provision for unused vacation(3) | | | 423,788 | | | 5,269 |
Accrued provision for warranties, current portion | | | 208,257 | | | — |
Social security funds | | | 84,048 | | | 14,097 |
Overtime provision | | | 68,636 | | | — |
| | $12,513,770 | | | $904,379 |
(1) | Accrued expenses are analyzed as follows: |
| | December 31, 2021 | | | December 31, 2020 | |
Accrued bonus | | | $3,602,993 | | | $— |
Accrued construction fees | | | 1,284,857 | | | — |
Accrued expenses for legal and consulting fees | | | 334,300 | | | 814,965 |
Accrued payroll fees | | | 129,240 | | | — |
Other accrued expenses | | | 551,835 | | | — |
| | $5,903,225 | | | $814,965 |
(2) | Other short-term payables as of December 31, 2021 include an amount of $4,366,802, which is payable to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES, as discussed in Note 3(c). |
(3) | The movement of the provision for unused vacation is analyzed as follows: |
| | Year Ended December 31, | ||||
| | 2021 | | | 2020 | |
Balance at beginning of year | | | $5,269 | | | $11,158 |
Assumed at business combination | | | 790,538 | | | — |
Additions during the year | | | 120,064 | | | — |
Income from unused provisions during the year | | | — | | | (6,442) |
Utilized provisions during the year | | | (462,808) | | | — |
Exchange differences | | | (29,275) | | | 553 |
Balance at end of year | | | $423,788 | | | $5,269 |
| | Year Ended December 31, | ||||
| | 2021 | | | 2020 | |
Liability at beginning of year | | | $33,676 | | | $28,853 |
Interest cost | | | 195 | | | 337 |
Service cost | | | 5,159 | | | 1,671 |
Actuarial losses / (gains) | | | 56,241 | | | — |
Exchange differences | | | (5,205) | | | 2,815 |
Liability at end of year | | | $90,066 | | | $33,676 |
| | Years Ended December 31, | ||||
| | 2021 | | | 2020 | |
Amounts included on the consolidated statements of operations: | | | | | ||
Interest cost | | | $195 | | | $337 |
Service cost | | | 5,159 | | | 1,671 |
| | $5,354 | | | 2,008 |
| | Years Ended December 31, | ||||
| | 2021 | | | 2020 | |
Amounts included on the consolidated statements of comprehensive income (loss): | | | | | ||
Actuarial losses / (gains) | | | $56,241 | | | $— |
| | $56,241 | | | $— |
| | Valuation Date | ||||
Financial Assumptions | | | December 31, 2021 | | | December 31, 2020 |
Discount rate | | | 0.75% | | | 0.60% |
Future salary increases | | | 1.80% | | | 1.50% |
Inflation | | | 1.80% | | | 1.50% |
| | Valuation Date | ||||
Demographic Assumptions | | | December 31, 2021 | | | December 31, 2020 |
Mortality(1) | | | EVK 2000 (male and female) | |||
Disability(1) | | | 50% EVK 2000 | |||
Retirement age limits(2) | | | As defined by the Greek main insurance institution for each employee. | |||
Turnover(3) | | | 0.00% |
(1) | Mortality Table: The mortality rate of employees is defined according to EVK 2000 (male and female), which is widely accepted as unbiased. |
(2) | Turnover Rates: For the purposes of the actuarial study, the turnover rate was estimated based on the Company’s historical data, estimated future development and long-term economic trends. |
(3) | Retirement ages are those provided by primary Greek insurance carrier and depend mainly on sex, class of worker, having incorporated the latest additions to the age limits of Greek Laws 4093/2012 and 4336/2015. |
| | Effect on liability in financial year 2020 | |||||||
| | Change in assumption by | | | Increase in assumption | | | Decrease in assumption | |
Discount rate | | | 0.50% | | | -9% | | | +10% |
Annual salary increase | | | 0.50% | | | +6% | | | -7% |
| | December 31, 2021 | | | December 31, 2020 | |
Accrued provision for warranties(1) | | | 840,024 | | | — |
Greek state loan(2) | | | 137,805 | | | 42,793 |
Jubilee provision | | | 17,805 | | | — |
| | $995,634 | | | $42,793 |
(1) | As of December 31, 2021, the amount of $840,024 relates to the non-current portion of a total accrued warranty reserve of $1,048,281, recognized on fuel cells sold, as discussed in Note 2. For the year ended December 31, 2021, accrued warranty activity consisted of the following: |
| | Year Ended December 31, 2021 | |
Of which: | | | |
Current portion (Note 12) | | | $208,257 |
Non-current portion | | | 840,024 |
Total accrued warranty reserve | | | $1,048,281 |
(2) | Under a decision published by the Greek government a state aid was provided to various entities affected by COVID-19. In this context, the Company applied for and received an aggregate amount of $152,757 during 2021 and 2020, which is repayable from June 2022 through September 2025 and bears an interest rate ranging from 0.74% to 0.94%. As of December 31, 2021, the current portion of this loan amounts to $14,952 and is included in other short- term payables (Note 12) within “Other current liabilities” on the consolidated balance sheets. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption; |
• | if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders; and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. |
| | Number of Shares | | | Strike Price | | | Grant Date Fair Value | |
Granted on June 11, 2021 | | | 1,959,500 | | | $10.36 | | | $5.04 |
Granted on August 24, 2021 | | | 230,529 | | | $7.62 | | | $4.32 |
Granted on August 31, 2021 | | | 457,133 | | | $7.40 | | | $4.45 |
Total stock options granted in 2021 | | | 2,647,162 | | | | |
| | Assumptions | |||||||
| | Stock options granted on June 11, 2021 | | | Stock options granted on August 24, 2021 | | | Stock options granted on August 31, 2021 | |
Expected volatility | | | 50.0% | | | 60.7% | | | 65.7% |
Risk-free rate | | | 1.0% | | | 1.0% | | | 1.0% |
Time to maturity | | | 6.075 years | | | 6.25 years | | | 6.25 years |
| | Number of options | | | Weighted Average Exercise Price | | | Weighted Average Grant Date Fair Value | | | Weighted Average Remaining Vesting Period | | | Aggregate Intrinsic Value(1) | |
Unvested as of December 31, 2020 | | | — | | | | | | | | | ||||
Granted | | | 2,647,162 | | | $9.61 | | | $4.88 | | | | | ||
Forfeited | | | (22,268) | | | $7.40 | | | $4.45 | | | | | ||
Unvested as of December 31, 2021 | | | 2,624,894 | | | $9.63 | | | $4.88 | | | 2.66 years | | | $— |
(1) | The aggregate intrinsic value is calculated as the difference between the closing market price of $7.01 per share of the Company’s common stock on December 31, 2021 and the exercise price, times the number of stock options where the closing stock price is greater than the exercise price that would have been received by the option holders had all option holders exercised their options on that date. |
| | Number of Shares | | | Grant Date Fair Value | |
Granted on June 11, 2021 | | | 2,036,716 | | | $10.36 |
Granted on August 24, 2021 | | | 230,529 | | | $7.62 |
Granted on August 31, 2021 | | | 457,122 | | | $7.40 |
Total restricted stock units granted in 2021 | | | 2,724,367 | | |
| | Number of Shares | | | Weighted Average Grant Date Fair Value | | | Weighted Average Remaining Vesting Period | | | Aggregate Intrinsic Value(1) | |
Unvested as of December 31, 2020 | | | — | | | | | | | |||
Granted | | | 2,724,367 | | | $9.71 | | | | | ||
Forfeited | | | (22,268) | | | $7.40 | | | | | ||
Unvested as of December 31, 2021 | | | 2,702,099 | | | $9.65 | | | 2.62 years | | | $18,941,714 |
(1) | The aggregate intrinsic value is calculated based on the fair value of $7.01 per share of the Company’s common stock on December 31, 2021 due to the fact that the restricted stock units carry a $0 purchase price. |
| | Unvested Restricted Stock Awards | ||||
| | Number of Shares | | | Grant Date Fair Value | |
Unvested as of December 31, 2019 | | | — | | | — |
Granted | | | 2,173,702 | | | $0.40 |
Vested | | | (2,173,702) | | | $0.40 |
Unvested as of December 31, 2020 | | | — | | |
| | Accumulated Foreign Currency Translation Adjustments | | | Accumulated Actuarial Gains / (Losses) | | | Total Accumulated Other Comprehensive Income (Loss) | |
Balance as of December 31, 2019 | | | $118,859 | | | $— | | | $118,859 |
Other comprehensive income (loss) | | | (7,079) | | | — | | | (7,079) |
Balance as of December 31, 2020 | | | $111,780 | | | $— | | | $111,780 |
Other comprehensive (loss) | | | (1,328,052) | | | (56,241) | | | (1,384,293) |
Balance as of December 31, 2021 | | | $(1,216,272) | | | $(56,241) | | | $(1,272,513) |
| | Years Ended December 31, | ||||
| | 2021 | | | 2020 | |
Sales of goods | | | $6,695,240 | | | $882,652 |
Sales of services | | | 373,602 | | | — |
Total revenue from contracts with customers | | | $7,068,842 | | | $882,652 |
| | Years Ended December 31, | ||||
Timing of revenue recognition | | | 2021 | | | 2020 |
Revenue recognized at a point in time | | | $6,409,259 | | | $795,033 |
Revenue recognized over time | | | 659,583 | | | 87,619 |
Total revenue from contracts with customers | | | $7,068,842 | | | $882,652 |
| | Year Ended December 31, | ||||
| | 2021 | | | 2020 | |
Domestic | | | $(12,852,902) | | | $(2,808,067) |
Foreign | | | (8,592,950) | | | (312,975) |
| | $(21,445,852) | | | (3,121,042) |
| | Year Ended December 31, | ||||
| | 2021 | | | 2020 | |
Federal: | | | | | ||
Current | | | $— | | | $— |
Deferred | | | — | | | — |
Total federal income tax (benefit) provision | | | — | | | — |
State: | | | | | ||
Current | | | — | | | — |
Deferred | | | — | | | — |
Total state income tax (benefit) provision | | | — | | | — |
International (Non-US): | | | | | ||
Current | | | (71,731) | | | — |
Deferred | | | (850,779) | | | — |
Total international income tax (benefit) provision | | | (922,510) | | | — |
Total income tax (benefit) provision | | | $(922,510) | | | $— |
| | Year Ended December 31, | ||||
| | 2021 | | | 2020 | |
Current tax at U.S. statutory rate | | | $(4,503,629) | | | $(655,419) |
Effect of state tax | | | (2,322,410) | | | (78,345) |
Effect of valuation allowance | | | 9,309,430 | | | 213,463 |
Warranty Liability | | | (4,776,042) | | | — |
Effect of non-US income tax rates | | | 939,695 | | | 2,391 |
Net Operating Loss True-Up | | | — | | | 154,533 |
Effect of non-deductible expenses | | | — | | | 184,425 |
Transaction expenses | | | 428,384 | | | — |
Stock compensation | | | 282,076 | | | 182,591 |
Other, net | | | (280,014) | | | (3,639) |
Total income tax (benefit) provision | | | $(922,510) | | | $— |
| | December 31, 2021 | | | December 31, 2020 | |
Deferred Tax Liabilities: | | | | | ||
Fixed assets | | | (12,039) | | | (13,700) |
Other | | | (35,132) | | | — |
Intangibles | | | (4,833,234) | | | — |
Total deferred tax liabilities | | | $(4,880,405) | | | $(13,700) |
| | | | |||
Net deferred tax assets/(liabilities) | | | $(1,254,381) | | | $— |
| | Year Ended December 31, | ||||
| | 2021 | | | 2020 | |
Balance at beginning of year | | | $134,595 | | | $134,595 |
Increase in tax positions for current year | | | — | | | — |
Decrease in tax positions for prior year | | | — | | | — |
Lapse in statute of limitations | | | — | | | — |
Balance at end of year | | | $134,595 | | | $134,595 |
| | Year Ended December 31, | ||||
| | 2021 | | | 2020 | |
North America | | | $4,164,363 | | | $633,482 |
Europe | | | 2,291,341 | | | 249,170 |
Asia | | | 613,138 | | | — |
Total net sales | | | $7,068,842 | | | $882,652 |
Fiscal Year Ended December 31, | | | Quantity (m2) | | | Price |
2022 | | | 3,000 | | | $1,053,318 |
2023 | | | 4,000 | | | 1,268,512 |
2024 | | | 6,000 | | | 1,698,900 |
2025 | | | 8,000 | | | 2,265,200 |
Total | | | 21,000 | | | $6,285,930 |
Fiscal Year Ended December 31, | | | |
2022 | | | $1,458,088 |
2023 | | | 2,299,875 |
2024 | | | 2,283,363 |
2025 | | | 2,319,447 |
2026 | | | 1,942,341 |
Thereafter | | | 6,350,640 |
Total | | | $16,653,754 |
| | Years Ended December 31, | ||||
| | 2021 | | | 2020 | |
Numerator: | | | | | ||
Net loss | | | $(20,523,342) | | | $(3,121,042) |
Denominator: | | | | | ||
Basic weighted average number of shares | | | 45,814,868 | | | 20,518,894 |
Diluted weighted average number of shares | | | 45,814,868 | | | 20,518,894 |
Net loss per share: | | | | | ||
Basic | | | $(0.45) | | | (0.15) |
Diluted | | | $(0.45) | | | (0.15) |
| | Three Months Ended, | ||||||||||
| | December 31, 2021 | | | September 30, 2021 | | | June 30, 2021 | | | March 31, 2021 | |
Revenue | | | $2,902,088 | | | $1,673,998 | | | $1,003,464 | | | $1,489,292 |
Cost of revenue | | | (2,743,740) | | | (1,645,781) | | | (669,352) | | | (347,342) |
Gross profit | | | 158,348 | | | 28,217 | | | 334,112 | | | 1,141,950 |
Income from grants | | | 197,420 | | | 507,606 | | | 85,727 | | | 38,453 |
Research and development expenses | | | (1,979,491) | | | (893,215) | | | (638,753) | | | (29,082) |
Administrative and selling expenses | | | (14,318,499) | | | (13,040,649) | | | (6,595,735) | | | (7,921,858) |
Amortization of intangible assets | | | (717,383) | | | (309,734) | | | 29,047 | | | (186,760) |
Operating loss | | | (16,659,605) | | | (13,707,775) | | | (6,785,602) | | | (6,957,297) |
Fair value change of warrant liability | | | 6,909,723 | | | 2,421,874 | | | 3,645,835 | | | 9,765,625 |
Finance expenses, net | | | (24,600) | | | (13,542) | | | (3,139) | | | (10,280) |
Foreign exchange losses, net | | | (40,567) | | | (15,256) | | | (10,839) | | | 23,955 |
Other (expenses) income, net | | | (62,508) | | | (15,960) | | | 10,435 | | | 83,671 |
(Loss) income before income taxes | | | (9,877,557) | | | (11,330,659) | | | (3,143,310) | | | 2,905,674 |
Income taxes | | | 871,575 | | | 50,935 | | | — | | | — |
Net (loss) income | | | $(9,005,982) | | | $(11,279,724) | | | $(3,143,310) | | | $2,905,674 |
Net (loss) income per share | | | | | | | | | ||||
Basic (loss) income per share | | | $(0.18) | | | $(0.23) | | | $(0.07) | | | $0.08 |
Basic weighted average number of shares | | | 51,253,591 | | | 48,325,164 | | | 46,126,490 | | | 37,769,554 |
Diluted (loss) income per share | | | $(0.18) | | | $(0.23) | | | $(0.07) | | | $0.07 |
Diluted weighted average number of shares | | | 51,253,591 | | | 48,325,164 | | | 46,126,490 | | | 40,987,346 |
| | Three Months Ended, | ||||||||||
| | December 31, 2020 | | | September 30, 2020 | | | June 30, 2020 | | | March 31, 2020 | |
Revenue | | | $356,620 | | | $225,412 | | | $200,354 | | | $100,266 |
Cost of revenue | | | (139,388) | | | (90,477) | | | (217,916) | | | (66,037) |
Gross profit | | | 217,232 | | | 134,935 | | | (17,562) | | | 34,229 |
Income from grants | | | 47,646 | | | 16,076 | | | 54,828 | | | 88,278 |
Research and development expenses | | | (21,265) | | | (37,640) | | | — | | | (43,633) |
Administrative and selling expenses | | | (1,905,793) | | | (886,629) | | | (444,129) | | | (310,305) |
Operating loss | | | (1,662,180) | | | (773,258) | | | (406,863) | | | (231,431) |
Finance income / (expenses), net | | | (793) | | | (1,712) | | | (514) | | | (2,523) |
Foreign exchange losses, net | | | 512 | | | (8,005) | | | 8 | | | (18,587) |
Other expenses, net | | | (40,544) | | | 31,058 | | | 98,351 | | | (104,561) |
Loss before income taxes | | | (1,703,005) | | | (751,917) | | | (309,018) | | | (357,102) |
Income taxes | | | — | | | 3,101 | | | (3,101) | | | — |
Net loss | | | $(1,703,005) | | | $(748,816) | | | $(312,119) | | | $(357,102) |
Net loss per share | | | | | | | | | ||||
Basic loss per share | | | $(0.07) | | | $(0.03) | | | $(0.02) | | | $(0.02) |
Basic weighted average number of shares | | | 25,033,398 | | | 23,182,817 | | | 18,736,370 | | | 14,979,803 |
Diluted loss per share | | | $(0.07) | | | $(0.03) | | | $(0.02) | | | $(0.02) |
Diluted weighted average number of shares | | | 25,033,398 | | | 23,182,817 | | | 18,736,370 | | | 14,979,803 |
Note | | | | | 2020 | | | 2019 | |
| | Gross profit | | | 45,029 | | | 46,226 | |
4 | | | Staff costs | | | -24,925 | | | -17,919 |
| | Depreciation and impairment of property, land, and equipment | | | -4,010 | | | -3,101 | |
| | Other operating costs | | | 0 | | | 77 | |
5 | | | Research and development costs | | | -10,890 | | | -14,924 |
| | Operating profit | | | 5,204 | | | 10,359 | |
| | Other financial income | | | 639 | | | 5,016 | |
6 | | | Other financial costs | | | -2,205 | | | -3,106 |
| | Pre-tax net profit or loss | | | 3,638 | | | 12,269 | |
| | Tax on ordinary results | | | 98 | | | -30 | |
| | Net profit or loss for the year | | | 3,736 | | | 12,239 |
| | Assets | | | | | |||
Note | | | | | 2020 | | | 2019 | |
| | Non-current assets | | | | | |||
7 | | | Property | | | 9,181 | | | 9,238 |
8 | | | Plant and machinery | | | 4,631 | | | 5,782 |
9 | | | Other fixtures and fittings, tools and equipment | | | 7,939 | | | 4,753 |
10 | | | Property, plant, and equipment under construction including pre-payments for property, plant, and equipment | | | 572 | | | 2,096 |
| | Total property, plant, and equipment | | | 22,323 | | | 21,869 | |
11 | | | Deposits | | | 131 | | | 128 |
| | Total investments | | | 131 | | | 128 | |
| | Total non-current assets | | | 22,454 | | | 21,997 | |
| | | | | | ||||
| | Current assets | | | | | |||
| | Raw materials and consumables | | | 14,750 | | | 14,090 | |
| | Manufactured goods and trade goods | | | 0 | | | 197 | |
| | Prepayments for goods | | | 355 | | | 92 | |
| | Total inventories | | | 15,105 | | | 14,379 | |
| | | | | | ||||
| | Trade debtors | | | 2,710 | | | 14,720 | |
19 | | | Receivables from group enterprises | | | 6,808 | | | 5,520 |
| | Receivable corporate tax | | | 98 | | | 0 | |
| | Other receivables | | | 1,066 | | | 2,498 | |
12 | | | Prepayments and accrued income | | | 389 | | | 772 |
| | Total receivables | | | 11,071 | | | 23,510 | |
| | Cash and cash equivalents | | | 2,185 | | | 1,776 | |
| | Total current assets | | | 28,361 | | | 39,665 | |
| | Total assets | | | 50,815 | | | 61,662 |
| | Equity and liabilities | | | | | |||
Note | | | | | 2020 | | | 2019 | |
| | Equity | | | | | |||
| | Contributed capital | | | 3,882 | | | 3,303 | |
| | Retained earnings | | | 6,020 | | | -28,338 | |
| | Total equity | | | 9,902 | | | -25,035 | |
| | | | | | ||||
| | Provisions | | | | | |||
14 | | | Other provisions | | | 3,739 | | | 4,465 |
| | Total provisions | | | 3,739 | | | 4,465 | |
| | | | | | ||||
| | Long term labilities other than provisions | | | | | |||
19 | | | Payables to group enterprises | | | 18,801 | | | 63,411 |
15 | | | Other payables | | | 2,746 | | | 946 |
| | Total long term liabilities other than provisions | | | 21,547 | | | 64,357 | |
| | | | | | ||||
| | Bank debts | | | 0 | | | 752 | |
| | Prepayments received from customers | | | 177 | | | 0 | |
| | Trade creditors | | | 3,568 | | | 2,870 | |
| | Corporate tax | | | 0 | | | 32 | |
| | Other payables | | | 11,882 | | | 14,044 | |
16 | | | Accruals and deferred income | | | 0 | | | 177 |
| | Total short term liabilities other than provisions | | | 15,627 | | | 17,875 | |
| | | | | | ||||
| | Total liabilities other than provisions | | | 37,174 | | | 82,232 | |
| | | | | | ||||
| | Total equity and liabilities | | | 50,815 | | | 61,662 |
1 | Purpose of the consolidated financial statements for the years ended 2020 and 2019 |
2 | Uncertainties concerning recognition and measurement |
3 | Subsequent events |
13 | Deferred tax assets |
17 | Charges and security |
18 | Contingencies |
19 | Related parties |
| | Contributed capital | | | Share premium | | | Retained earnings | | | Total | |
Equity 1 January 2019 | | | 3,303 | | | 0 | | | -40,648 | | | -37,345 |
Profit or loss for the year brought | | | | | | | | | ||||
forward | | | 0 | | | 0 | | | 12,237 | | | 12,237 |
Adjustment exchange currency | | | | | | | | | ||||
Equity investments | | | 0 | | | 0 | | | 73 | | | 73 |
Equity 1 January 2020 | | | 3,303 | | | 0 | | | -28,338 | | | -25,035 |
Cash capital increase | | | 579 | | | 30,666 | | | 0 | | | 31,245 |
Profit or loss for the year brought | | | | | | | | | ||||
forward | | | 0 | | | 0 | | | 3,735 | | | 3,735 |
Transferred to retained earnings | | | 0 | | | -30,666 | | | 30,666 | | | 0 |
Adjustment exchange currency | | | | | | | | | ||||
Equity investments | | | 0 | | | 0 | | | -43 | | | -43 |
Equity 31 December 2020 | | | 3,882 | | | 0 | | | 6,020 | | | 9,902 |
Note | | | | | 2020 | | | 2019 | |
| | Net profit or loss for the year | | | 3,736 | | | 12,239 | |
20 | | | Adjustments | | | 4,713 | | | 2,690 |
21 | | | Change in working capital | | | -1,333 | | | 136,419 |
| | Cash flows from operating activities before net financials | | | 7,116 | | | 151,348 | |
| | Interest received, etc. | | | 617 | | | 27 | |
| | Interest paid, etc. | | | -2,183 | | | -2,677 | |
| | Cash flows from ordinary activities | | | 5,550 | | | 148,698 | |
| | Income tax paid | | | -32 | | | 299 | |
| | Cash flows from operating activities | | | 5,518 | | | 148,997 | |
| | Purchase of property, plant, and equipment | | | -4,518 | | | -6,037 | |
| | Sale of property, plant, and equipment | | | 161 | | | 14 | |
| | Sale of enterprise | | | 0 | | | 1,979 | |
| | Cash flows from investment activities | | | -4,357 | | | -4,044 | |
| | Repayments of long-term payables | | | 0 | | | 946 | |
| | Changes in bank debt | | | -752 | | | 752 | |
| | Other cash flows from financing activities | | | 0 | | | -146,641 | |
| | Cash flow from financing activities | | | -752 | | | -144,943 | |
| | Change in cash and cash equivalents | | | 409 | | | 10 | |
| | Cash and cash equivalents at opening balance | | | 1,776 | | | 1,766 | |
| | Cash and cash equivalents at end of period | | | 2,185 | | | 1,776 | |
| | Cash and cash equivalents | | | | | |||
| | Available funds | | | 2,185 | | | 1,776 | |
| | Cash and cash equivalents at end of period | | | 2,185 | | | 1,776 |
| | | | 2020 | | | 2019 | ||
4. | | | Staff costs | | | | | ||
| | Salaries and wages | | | 22,355 | | | 15,449 | |
| | Pension costs | | | 2,128 | | | 1,947 | |
| | Other costs for social security | | | 442 | | | 523 | |
| | | | 24,925 | | | 17,919 | ||
| | | | | | ||||
| | Average number of employees | | | 60 | | | 67 | |
| | | | | | ||||
5. | | | Research and development costs | | | | | ||
| | Research and development costs | | | 16,705 | | | 19,589 | |
| | Received grants | | | -5,815 | | | -4,665 | |
| | | | 10,890 | | | 14,924 | ||
| | | | | | ||||
6. | | | Other financial costs | | | | | ||
| | Financial costs, group enterprises | | | 2,150 | | | 2,534 | |
| | Other financial costs | | | 55 | | | 572 | |
| | | | 2,205 | | | 3,106 |
| | | | 31/12 2020 | | | 31/12 2019 | ||
7. | | | Property | | | | | ||
| | Cost opening balance | | | 10,427 | | | 9,603 | |
| | Additions during the year | | | 288 | | | 823 | |
| | Cost end of period | | | 10,715 | | | 10,426 | |
| | | | | | ||||
| | Depreciation and write-down opening balance | | | -1,189 | | | -904 | |
| | Depreciation, amortization and write-down for the year | | | -345 | | | -284 | |
| | Depreciation and write-downs end of period | | | -1,534 | | | -1,188 | |
| | | | | | ||||
| | Carrying amount, end of period | | | 9,181 | | | 9,238 | |
| | | | | | ||||
8. | | | Plant and machinery | | | | | ||
| | Cost opening balance | | | 8,499 | | | 5,577 | |
| | Additions during the year | | | 441 | | | 2,922 | |
| | Cost end of period | | | 8,940 | | | 8,499 | |
| | | | | | ||||
| | Depreciation and write-down opening balance | | | -2,716 | | | -1,292 | |
| | Depreciation, amortization and write-down for the year | | | -1,593 | | | -1,425 | |
| | Depreciation and write-downs end of period | | | -4,309 | | | -2,717 | |
| | | | | | ||||
| | Carrying amount, end of period | | | 4,631 | | | 5,782 |
| | | | 31/12 2020 | | | 31/12 2019 | ||
9. | | | Other fixtures and fittings, tools and equipment | | | | | ||
| | Cost opening balance | | | 8,656 | | | 6,378 | |
| | Translation by use of the exchange rate valid on balance sheet date end of period | | | 1 | | | 0 | |
| | Additions during the year | | | 5,317 | | | 2,292 | |
| | Disposals during the year | | | -218 | | | -14 | |
| | Cost end of period | | | 13,756 | | | 8,656 | |
| | | | | | ||||
| | Depreciation and write-down opening balance | | | -3,903 | | | -2,442 | |
| | Depreciation, amortization and write-down for the year | | | -2,034 | | | -1,467 | |
| | Depreciation, amortization and write-down, assets disposed of | | | 120 | | | 6 | |
| | Depreciation and write-downs end of period | | | -5,817 | | | -3,903 | |
| | | | | | ||||
| | Carrying amount, end of period | | | 7,939 | | | 4,753 | |
| | | | | | ||||
10. | | | Property, plant, and equipment under construction including pre-payments for property, plant, and equipment | | | | | ||
| | Cost opening balance | | | 2,096 | | | 1,613 | |
| | Additions during the year | | | 572 | | | 1,661 | |
| | Transfers | | | -2,096 | | | -1,178 | |
| | Cost end of period | | | 572 | | | 2,096 | |
| | | | | | ||||
| | Carrying amount, end of period | | | 572 | | | 2,096 |
| | | | 31/12 2020 | | | 31/12 2019 | ||
11. | | | Deposits | | | | | ||
| | Cost opening balance | | | 128 | | | 525 | |
| | Additions during the year | | | 3 | | | 0 | |
| | Disposals during the year | | | 0 | | | -397 | |
| | Cost end of period | | | 131 | | | 128 | |
| | | | | | ||||
| | Carrying amount, end of period | | | 131 | | | 128 |
Other prepayments | | | 389 | | | 772 |
| | 389 | | | 772 | |
Prepayments contains prepayment of other administrative expenses. | | | | |
Other provisions opening balance | | | 4,465 | | | 4,885 |
Change of the year in other provisions | | | -726 | | | -420 |
| | 3,739 | | | 4,465 | |
Other provisions contains warranty obligations. | | | | |
Total other payables | | | 2,746 | | | 946 |
Share of liabilities due after 5 years | | | 2,746 | | | 946 |
| | 31/12 2020 | | | 31/12 2019 | |
| | | | |||
Prepayments/deferred income | | | 0 | | | 177 |
| | 0 | | | 177 |
| | DKK in thousands | |
Fixed assets | | | 12,917 |
Trade receivables | | | 3,759 |
| | DKK in thousands | |
Lease liabilities | | | 340 |
Total contingent liabilities | | | 340 |
| | (DKK in thousands) | ||||
| | 2020 | | | 2019 | |
Fischer Eco soloutions GmbH | | | | | ||
Revenue from Related Parties | | | 55,239 | | | 94,438 |
Expense to Related Parties | | | 2,019 | | | 36,654 |
Income (Loss) from transactions with Related Parties | | | 53,219 | | | 57,784 |
Receivables from Related Parties | | | 6,808 | | | 5,520 |
| | | | |||
F.E.R. Fischer Edelstahlrohre | | | | | ||
Expense to Related Parties | | | 1,804 | | | 2,190 |
Payables to Related Parties | | | 9,899 | | | 54,478 |
| | | | |||
Fischer group SE & Co. KG | | | | | ||
Expense to Related Parties | | | 346 | | | 344 |
Payables to Related Parties | | | 8,903 | | | 8,934 |
| | | | 2020 | | | 2019 | ||
20. | | | Adjustments | | | | | ||
| | Depreciation, amortization, and impairment | | | 3,971 | | | 3,099 | |
| | Profit from disposal of non-current assets | | | 0 | | | -77 | |
| | Dividend from group enterprises | | | 0 | | | 0 | |
| | Other financial income | | | -617 | | | -3,011 | |
| | Other financial costs | | | 2,183 | | | 427 | |
| | Tax on ordinary results | | | -98 | | | 31 | |
| | Other provisions | | | -726 | | | -420 | |
| | Other adjustments | | | 0 | | | 2,641 | |
| | | | 4,713 | | | 2,690 | ||
21. | | | Change in working capital | | | | | ||
| | Change in inventories | | | -839 | | | 3,319 | |
| | Change in receivables | | | 27,021 | | | 128,354 | |
| | Change in trade payables and other payables | | | -27,515 | | | 4,746 | |
| | | | -1,333 | | | 136,419 |
| | Useful life | | | Residual value | |
Buildings | | | 30 years | | | 30% |
Plant and machinery | | | 5-10 years | | | 0-20% |
Other fixtures and fittings, tools and equipment | | | 3-5 years | | | 0-40% |
| | | | Non-Audited | |||||
Note | | | | | 1/1 2021 - 30/6 2021 | | | 1/1 2020 - 30/6 2020 | |
| | Gross profit | | | 18,580 | | | 19,103 | |
3 | | | Staff costs | | | -11,381 | | | -11,294 |
| | Depreciation and impairment of property, land, and equipment | | | -2,229 | | | -1,909 | |
| | Other operating costs | | | 4 | | | 2 | |
4 | | | Research and development costs | | | -1,654 | | | -5,935 |
| | Operating profit | | | 3,320 | | | -33 | |
| | Other financial income | | | 0 | | | 5 | |
5 | | | Other financial costs | | | -505 | | | -73 |
| | Pre-tax net profit or loss | | | 2,815 | | | -101 | |
| | Tax on ordinary results | | | 0 | | | 27 | |
| | Net profit or loss for the year | | | 2,815 | | | -74 |
| | Assets | | | Non-Audited | |||||||
Note | | | | | 30/6 2021 | | | 31/12 2020 | | | 30/6 2020 | |
| | Non-current assets | | | | | | | ||||
| | | | | | | | |||||
6 | | | Property | | | 9,006 | | | 9,181 | | | 9,356 |
7 | | | Plant and machinery | | | 3,851 | | | 4,631 | | | 5,390 |
8 | | | Other fixtures and fittings, tools and equipment | | | 7,594 | | | 7,939 | | | 5,372 |
9 | | | Property, plant, and equipment under construction including pre-payments for property, plant, and equipment | | | 968 | | | 572 | | | 3,054 |
| | Total property, plant, and equipment | | | 21,419 | | | 22,323 | | | 23,172 | |
| | | | | | | | |||||
10 | | | Deposits | | | 164 | | | 131 | | | 131 |
| | Total investments | | | 164 | | | 131 | | | 131 | |
| | | | | | | | |||||
| | Total non-current assets | | | 21,583 | | | 22,454 | | | 23,303 | |
| | | | | | | | |||||
| | Current assets | | | | | | | ||||
| | | | | | | | |||||
| | Raw materials and consumables | | | 15,784 | | | 14,750 | | | 13,995 | |
| | Work in progress | | | 1,844 | | | 0 | | | 464 | |
| | Manufactured goods and trade goods | | | 4,667 | | | 0 | | | 97 | |
| | Prepayments for goods | | | 507 | | | 355 | | | 61 | |
| | Total inventories | | | 22,802 | | | 15,105 | | | 14,617 | |
| | | | | | | | |||||
| | Trade debtors | | | 41,181 | | | 2,710 | | | 16,681 | |
17 | | | Receivables from group enterprises | | | 0 | | | 6,808 | | | 0 |
| | Receivable corporate tax | | | 0 | | | 98 | | | 0 | |
| | Other receivables | | | 2,471 | | | 1,066 | | | 1,069 | |
11 | | | Prepayments and accrued income | | | 104 | | | 389 | | | 185 |
| | Total receivables | | | 43,756 | | | 11,071 | | | 17,935 | |
| | | | | | | | |||||
| | Cash and cash equivalents | | | 7,835 | | | 2,185 | | | 2,363 | |
| | | | | | | | |||||
| | Total current assets | | | 74,393 | | | 28,361 | | | 34,915 | |
| | | | | | | | |||||
| | Total assets | | | 95,976 | | | 50,815 | | | 58,218 |
| | Equity and liabilities | | | Non-Audited | |||||||
Note | | | | | 30/6 2021 | | | 31/12 2020 | | | 30/6 2020 | |
| | Equity | | | | | | | ||||
| | | | | | | | |||||
| | Contributed capital | | | 3,882 | | | 3,882 | | | 3,303 | |
| | Retained earnings | | | 8,825 | | | 6,020 | | | -28,428 | |
| | Total equity | | | 12,707 | | | 9,902 | | | -25,125 | |
| | | | | | | | |||||
| | Provisions | | | | | | | ||||
| | | | | | | | |||||
13 | | | Other provisions | | | 6,269 | | | 3,739 | | | 4,650 |
| | Total provisions | | | 6,269 | | | 3,739 | | | 4,650 | |
| | | | | | | | |||||
| | Long term labilities other than provisions | | | | | | | ||||
| | | | | | | | |||||
| | Payables to group enterprises | | | 54,313 | | | 18,801 | | | 70,212 | |
14 | | | Other payables | | | 2,746 | | | 2,746 | | | 946 |
| | Total long term liabilities other than provisions | | | 57,059 | | | 21,547 | | | 71,158 | |
| | | | | | | | |||||
| | Prepayments received from customers | | | 516 | | | 177 | | | 50 | |
| | Trade creditors | | | 4,589 | | | 3,568 | | | 3,122 | |
| | Corporate tax | | | 0 | | | 0 | | | 32 | |
| | Other payables | | | 9,291 | | | 11,882 | | | 4,275 | |
| | Accruals and deferred income | | | 5,545 | | | 0 | | | 56 | |
| | Total short term liabilities other than provisions | | | 19,941 | | | 15,627 | | | 7,535 | |
| | | | | | | | |||||
| | Total liabilities other than provisions | | | 77,000 | | | 37,174 | | | 78,693 | |
| | | | | | | | |||||
| | Total equity and liabilities | | | 95,976 | | | 50,815 | | | 58,218 |
1 | Purpose of the consolidated financial statements for the interim period |
12 | Deferred tax asset |
15 | Charges and security |
16 | Contingencies |
17 | Related parties |
| | Contributed capital | | | Share premium | | | Retained earnings | | | Total | |
Equity 1 January 2020 | | | 3,303 | | | 0 | | | -28,338 | | | -25,035 |
Profit or loss for the year brought | | | | | | | | | ||||
Forward | | | 0 | | | 0 | | | -74 | | | -74 |
Adjustment exchange currency | | | 0 | | | 0 | | | -16 | | | -16 |
Equity 30 June 2020 | | | 3,303 | | | 0 | | | -28,428 | | | -25,125 |
Cash capital increase | | | 579 | | | 30,666 | | | 0 | | | 31,245 |
Profit or loss for the year brought | | | | | | | | | ||||
Forward | | | 0 | | | 0 | | | 3,810 | | | 3,810 |
Adjustment exchange currency | | | 0 | | | 0 | | | -28 | | | -28 |
Transferred to retained earnings | | | 0 | | | -30,666 | | | 30,666 | | | 0 |
Equity 31 December 2020 | | | 3,882 | | | 0 | | | 6,020 | | | 9,902 |
Profit or loss for the year brought | | | | | | | | | ||||
Forward | | | 0 | | | 0 | | | 2,815 | | | 2,815 |
Adjustment exchange currency | | | 0 | | | 0 | | | -10 | | | -10 |
| | | | | | | | |||||
Equity 30 June 2021 | | | 3,882 | | | 0 | | | 8,825 | | | 12,707 |
| | | | Non-Audited | |||||
| | | | 1/1 2021 -30/6 2021 | | | 1/1 2020 - 30/6 2020 | ||
| | Net profit or loss for the year | | | 2,815 | | | -74 | |
18 | | | Adjustments | | | 5,608 | | | 2,279 |
19 | | | Change in working capital | | | -36,124 | | | 10,484 |
| | | | | | ||||
| | Cash flows from operating activities before net financials | | | -27,701 | | | 12,689 | |
| | | | | | ||||
| | Interest received, etc. | | | 0 | | | 5 | |
| | Interest paid, etc. | | | -505 | | | -73 | |
| | Cash flows from ordinary activities | | | -28,207 | | | 12,621 | |
| | | | | | ||||
| | Cash flows from operating activities | | | -28,207 | | | 12,621 | |
| | Purchase of property, plant, and equipment | | | -1,365 | | | -3,361 | |
| | Sale of property, plant, and equipment | | | 35 | | | -90 | |
| | Cash flows from investment activities | | | -1,330 | | | -3,451 | |
| | | | | | ||||
| | Changes in long-term intercompany debt | | | 35,187 | | | -7,831 | |
| | Changes in bank debt | | | 0 | | | -752 | |
| | Cash flow from financing activities | | | 35,187 | | | -8,583 | |
| | | | | | ||||
| | Change in cash and cash equivalents | | | 5,650 | | | 587 | |
| | | | | | ||||
| | Cash and cash equivalents at opening balance | | | 2,185 | | | 1,776 | |
| | Cash and cash equivalents at end of period | | | 7,835 | | | 2,363 | |
| | | | | | ||||
| | Cash and cash equivalents | | | | | |||
| | Available funds | | | 7,835 | | | 2,363 | |
| | Cash and cash equivalents at end of period | | | 7,835 | | | 2,363 |
1. | Purpose of the consolidated financial statements for the interim period |
2. | Subsequent events |
| | | | Non-Audited | |||||
| | | | 1/1 2021 - 30/6 2021 | | | 1/1 2020 - 30/6 2020 | ||
3. | | | Staff costs | | | | | ||
| | Salaries and wages | | | 10,015 | | | 10,049 | |
| | Pension costs | | | 1,096 | | | 1,054 | |
| | Other costs for social security | | | 270 | | | 191 | |
| | | | 11,381 | | | 11,294 | ||
| | Average number of employees | | | 56 | | | 60 | |
| | | | | | ||||
4. | | | Research and development costs | | | | | ||
| | Research and development costs | | | 8,829 | | | 8,879 | |
| | Received grants | | | -2,395 | | | -2,944 | |
| | Grants, intercompany | | | -4,780 | | | 0 | |
| | | | 1,654 | | | 5,935 | ||
5. | | | Other financial costs | | | | | ||
| | Financial costs, group enterprises | | | 426 | | | 0 | |
| | Other financial costs | | | 79 | | | 73 | |
| | | | 505 | | | 73 |
| | | | Non-Audited | ||||||||
| | | | 30/6 2021 | | | 31/12 2020 | | | 30/6 2020 | ||
6. | | | Property | | | | | | | |||
| | Cost opening balance | | | 10,715 | | | 10,427 | | | 10,427 | |
| | Additions during the year | | | 0 | | | 288 | | | 288 | |
| | Cost end of period | | | 10,715 | | | 10,715 | | | 10,715 | |
| | | | | | | | |||||
| | Depreciation and write-down opening balance | | | -1,534 | | | -1,189 | | | -1,189 | |
| | Depreciation, amortization and write-down for the year | | | -175 | | | -345 | | | -170 | |
| | Depreciation and write-down end of period | | | -1,709 | | | -1,534 | | | -1,359 | |
| | | | | | | | |||||
| | Carrying amount, end of period | | | 9,006 | | | 9,181 | | | 9,356 | |
| | | | | | | |
| | | | Non-Audited | ||||||||
| | | | 30/6 2021 | | | 31/12 2020 | | | 30/6 2020 | ||
7. | | | Plant and machinery | | | | | | | |||
| | Cost opening balance | | | 8,940 | | | 8,499 | | | 8,499 | |
| | Additions during the year | | | 0 | | | 441 | | | 394 | |
| | Cost end of period | | | 8,940 | | | 8,940 | | | 8,893 | |
| | | | | | | | |||||
| | Depreciation and write-down opening balance | | | -4,309 | | | -2,716 | | | -2,716 | |
| | Depreciation, amortization and write-down for the year | | | -780 | | | -1,593 | | | -787 | |
| | Depreciation and write-down end of period | | | -5,089 | | | -4,309 | | | -3,503 | |
| | | | | | | | |||||
| | Carrying amount, end of period | | | 3,851 | | | 4,631 | | | 5,390 |
| | | | Non-Audited | ||||||||
| | | | 30/6 2021 | | | 31/12 2020 | | | 30/6 2020 | ||
8. | | | Other fixtures and fittings, tools and equipment | | | | | | | |||
| | Cost opening balance | | | 13,756 | | | 8,657 | | | 8,656 | |
| | Additions during the year | | | 964 | | | 5,317 | | | 1,662 | |
| | Disposals during the year | | | -35 | | | -218 | | | -91 | |
| | Cost end of period | | | 14,685 | | | 13,756 | | | 10,227 | |
| | | | | | | | |||||
| | Depreciation and write-down opening balance | | | -5,817 | | | -3,903 | | | -3,903 | |
| | Depreciation, amortization and write-down for the year | | | -1,274 | | | -2,034 | | | -952 | |
| | Depreciation, amortization and write-downs, assets disposed of | | | 0 | | | 120 | | | 0 | |
| | Depreciation and write-down end of period | | | -7,091 | | | -5,817 | | | -4,855 | |
| | | | | | | | |||||
| | Carrying amount, end of period | | | 7,594 | | | 7,939 | | | 5,372 | |
| | | | | | | | |||||
9. | | | Property, plant, and equipment under construction including pre-payments for property, plant, and equipment | | | | | | | |||
| | Cost opening balance | | | 572 | | | 2,096 | | | 2,096 | |
| | Additions during the year | | | 396 | | | 572 | | | 1,231 | |
| | Transfers | | | 0 | | | -2,096 | | | -273 | |
| | Cost end of period | | | 968 | | | 572 | | | 3,054 | |
| | | | | | | | |||||
| | Carrying amount, end of period | | | 968 | | | 572 | | | 3,054 |
| | | | Non-Audited | ||||||||
| | | | 30/6 2021 | | | 31/12 2020 | | | 30/6 2020 | ||
10. | | | Deposits | | | | | | | |||
| | Cost opening balance | | | 131 | | | 128 | | | 128 | |
| | Additions during the year | | | 33 | | | 3 | | | 3 | |
| | Cost end of period | | | 164 | | | 131 | | | 131 | |
| | | | | | | | |||||
| | Carrying amount, end of period | | | 164 | | | 131 | | | 131 | |
| | | | | | | |
| | | | Non-Audited | ||||||||
| | | | 30/6 2021 | | | 31/12 2020 | | | 30/6 2020 | ||
11. | | | Prepayments and accrued income | | | | | | | |||
| | Other prepayments | | | 104 | | | 389 | | | 185 | |
| | | | 104 | | | 389 | | | 185 |
12. | Deferred tax asset |
13. | | | Other provisions | | | | | | | |||
| | Other provisions opening balance | | | 3,739 | | | 4,465 | | | 4,465 | |
| | Change of the year in other provisions | | | 2,530 | | | -726 | | | 185 | |
| | | | 6,269 | | | 3,739 | | | 4,650 |
| | | | Non-Audited | ||||||||
| | | | 30/6 2021 | | | 31/12 2020 | | | 30/6 2020 | ||
14. | | | Other payables | | | | | | | |||
| | Total other payables | | | 2,746 | | | 2,746 | | | 946 | |
| | Share of liabilities due after 5 years | | | 2,746 | | | 2,746 | | | 946 |
15. | Charges and security |
| | DKK | |
Fixed assets | | | 12,152 |
Trade receivables | | | 43,560 |
16. | Contingencies |
| | DKK | |
Lease liabilities | | | 296 |
Total contingent liabilities | | | 296 |
17. | Related parties |
| | non-Audited | ||||
| | 1/1 2021 - 30/6 2021 | | | 1/1 2020 - 30/6 2020 | |
Total | | | | | ||
Revenue from Related Parties | | | 45,083 | | | 32,322 |
Expense to Related Parties | | | -44,348 | | | -13,072 |
Income (Loss) from transactions with Related Parties | | | 735 | | | 19,250 |
Payables to Related Parties | | | 54,313 | | | 70,212 |
Net Receivable (Payable) | | | -54,313 | | | -70,212 |
Fischer Eco soloutions GmbH | | | | | ||
Revenue from Related Parties | | | 45,083 | | | 32,322 |
Expense to Related Parties | | | -44,348 | | | -13,072 |
Income (Loss) from transactions with Related Parties | | | 735 | | | 19,250 |
Receivables from Related Parties | | | 0 | | | 0 |
Payables to Related parties | | | 37,581 | | | 20,025 |
Net Receivables (Payable) | | | -37,581 | | | -20,025 |
F.E.R. Fischer Edelstahlrohre GmbH Expense to Related Parties | | | 0 | | | 0 |
Payables to Related Parties | | | 8,180 | | | 41,617 |
Net Receivable (Payable) | | | -8,180 | | | -41,617 |
Fischer group SE & Co. KG Expense to Related Parties | | | 0 | | | 0 |
Payables to Related Parties | | | 8,552 | | | 8,570 |
Net Receivable (Payable) | | | -8,552 | | | -8,570 |
| | | | non-Audited | |||||
| | | | 1/1 2021 - 30/6 2021 | | | 1/1 2020 - 30/6 2020 | ||
18. | | | Adjustments | | | | | ||
| | Depreciation, amortization, and impairment | | | 2,229 | | | 1,909 | |
| | Dividend from group enterprises | | | 0 | | | 0 | |
| | Other financial costs | | | 505 | | | 14 | |
| | Tax on ordinary results | | | 0 | | | 27 | |
| | Other provisions | | | 2,874 | | | 329 | |
| | | | 5,608 | | | 2,279 |
19. | | | Change in working capital | | | | | ||
| | Change in inventories | | | -7,696 | | | -188 | |
| | Change in receivables | | | -31,835 | | | 20,115 | |
| | Change in trade payables and other payables | | | 3,407 | | | -9,443 | |
| | | | -36,124 | | | 10,484 |
20. | Reconciliation between Danish GAAP and US GAAP |
| | Useful life | | | Residual value | |
Buildings | | | 30 years | | | 30% |
Plant and machinery | | | 5-10 years | | | 0-20% |
Other fixtures and fittings, tools and equipment | | | 3-5 years | | | 0-40% |
ASSETS | | | | | | | | | | | | | | | EQUITY AND LIABILITIES | ||||||
| | EUR | | | 31 Dec 2020 EUR | | | 31 Dec 2019 EUR | | | | | EUR | | | 31 Dec 2020 EUR | | | 31 Dec 2019 EUR | ||
A. ASSETS | | | | | | | | | A. EQUITY AND LIABILITIES | | | | | | | ||||||
I. INTANGIBLE ASSETS 1. Franchises, industrial rights and similar rights and assets | | | | | 5.152.839,00 | | | 7.069.376,00 | | | I. SUBSCRIBED CAPITAL | | | 1.000.000,00 | | | | | 1.000.000,00 | ||
| | | | | | | | II. CAPITAL RESERVES | | | 3.500.000,00 | | | | | 3.500.000,00 | |||||
II. PROPERTY, PLANT AND EQUIPMENT | | | | | | | | | | | | | | | |||||||
1. Plant and machinery | | | 1.318.043,00 | | | | | 1.240.666,80 | | | III. ACCUMULATED LOSS | | | -4.531.774,48 | | | | | -4.538.904,48 | ||
2. Other equipment, furniture and fixtures | | | 336.026,00 | | | | | 375.237,00 | | | | | | | -31.774,48 | | | -38.904,48 | |||
3. Prepayments and assets under construction | | | 0,00 | | | | | 93.000,00 | | | | | | | | | |||||
| | | | 1.654.069,00 | | | 1.708.903,80 | | | B. PROVISIONS | | | | | | | |||||
| | | | | | | | 1. Other provisions | | | | | 143.372,00 | | | 218.055,00 | |||||
| | | | | | | | | | | | 143.372,00 | | | 218.055,00 | ||||||
III. FINANCIAL ASSETS | | | | | | | | | C. LIABILITIES | | | | | | | ||||||
1. Equity investments | | | | | 32.819,00 | | | 32.819,00 | | | 1. Trade payables | | | 802.154,40 | | | | | 341.497,87 | ||
| | | | | | | | 2. Liabilities to affiliates | | | 38.956.933,32 | | | | | 38.926.583,59 | |||||
| | | | | | | | 3. Other liabilities | | | 53.336,26 | | | | | 92.182,74 | |||||
| | | | | | | | | | | | 39.812.423,98 | | | 39.360.264,20 | ||||||
| | | | | | | | | | | | 39.924.021,50 | | | 39.539.414,72 | ||||||
A. CURRENT ASSETS | | | | | | | | | | | | | | | |||||||
I. INVENTORIES | | | | | | | | | | | | | | | |||||||
1. Raw materials, consumables and supplies | | | 1.822.670,01 | | | | | 1.019.012,62 | | | | | | | | | |||||
2. Work in process | | | 147.309,43 | | | | | 150.364,21 | | | | | | | | | |||||
3. Finished goods and merchandise | | | 2.207.366,10 | | | | | 2.363.939,81 | | | | | | | | | |||||
| | | | 4.177.345,54 | | | 3.533.316,64 | | | | | | | | | ||||||
II. RECEIVABLES AND OTHER ASSETS | | | | | | | | | | | | | | | |||||||
1. Trade receivables | | | 0,00 | | | | | 195.077,10 | | | | | | | | | |||||
2. Receivables from affiliates | | | 26.879.838,13 | | | | | 26.608.492,04 | | | | | | | | | |||||
3. Other assets | | | 856.983,35 | | | | | 384.578,19 | | | | | | | | | |||||
| | | | 27.736.821,48 | | | 27.188.147,33 | | | | | | | | | ||||||
III. CHECKS, CASH ON HAND, BUNDESBANK AND POSTAL GIRO BALANCES | | | | | 1.166.418,93 | | | 4.665,86 | | | | | | | | | |||||
C. PREPAID EXPENSES | | | | | 3.708,55 | | | 2.186,09 | | | | | | | | | |||||
| | | | 39.924.021,50 | | | 39.539.414,72 | | | | | | | | |
| | | | Fiscal year 2020 | | | Prior year 2019 | ||
| | EUR | | | EUR | | | EUR | |
1. Revenue | | | | | 1.175.423,17 | | | 7.098.278,48 | |
2. Increase or decrease in finished goods and work in process | | | | | 27.120,51 | | | -1.600.054,21 | |
3. Total operating performance | | | | | 1.202.543,68 | | | 5.498.224,27 | |
4. Other operating income | | | | | | | |||
a) Ordinary operating income | | | | | | | |||
aa) Other ordinary income | | | 1.470,12 | | | | | 937,87 | |
a) Income from the disposal of fixed assets | | | 999,00 | | | | | 0,00 | |
b) Income from the reversal of provisions | | | 223,83 | | | | | 20,00 | |
c) Other income from ordinary activities | | | 174.380,33 | | | | | 28.058,15 | |
| | | | 177.073,28 | | | 29.016,02 | ||
5. Cost of materials | | | | | | | |||
a) Cost of raw materials, consumables and Supplies | | | -4.588.746,16 | | | | | -8.028.983,97 | |
b) Cost of purchased services | | | -197.869,47 | | | | | -416.015,60 | |
| | | | -4.786.615,63 | | | -8.444.999,57 | ||
Gross profit / loss (-) | | | | | -3.406.998,67 | | | -2.917.759,28 | |
6. Personnel expenses | | | | | | | |||
a) Wages and salaries | | | -656.999,30 | | | | | -939.132,72 | |
b) Social security, pension and other benefit | | | | | | | |||
Costs | | | -209.445,82 | | | | | -227.421,39 | |
| | | | -866.445,12 | | | -1.166.554,11 | ||
7. Amortization, depreciation and impairment | | | | | -2.413.110,74 | | | -2.385.646,08 | |
8. Other operating expenses | | | | | | | |||
a) Ordinary operating expenses | | | | | | | |||
aa) Rent and rent incidentals | | | -70.708,69 | | | | | -72.698,28 | |
ab) Insurance and contributions | | | -7.344,28 | | | | | -7.701,12 | |
ac) R&D Costs | | | -4.860.247,27 | | | | | -6.097.045,59 | |
ad) Vehicle expenses | | | -253,39 | | | | | -543,88 | |
ae) Advertising and travel expenses | | | -14.315,52 | | | | | -46.282,30 | |
af) Distribution costs | | | -15.803,57 | | | | | -32.259,53 | |
ag) Miscellaneous operating expenses | | | -304.247,71 | | | | | -259.605,05 | |
b) Losses from the disposal of fixed assets | | | -3,00 | | | | | -789,26 | |
c) Losses from impairment or from the disposal | | | | | | | |||
of current assets and allocations to bad debt | | | | | | | |||
Allowances | | | -9.161,32 | | | | | 0,00 | |
d) Other expenses related to ordinary activities | | | -8.813,07 | | | | | -8.958,24 | |
| | | | -5.290.897,82 | | | -6.525.883,25 | ||
Operating result | | | | | -11.977.452,35 | | | -12.995.842,72 |
| | | | Fiscal year 2020 | | | Prior year 2019 | ||
| | EUR | | | EUR | | | EUR | |
Subtotal: | | | | | -11.977.452,35 | | | -12.995.842,72 | |
9. Other interest and similar income | | | | | 821.016,82 | | | 564.132,36 | |
10. Interest and similar expenses | | | | | -1.423.851,23 | | | -1.277.675,05 | |
11. Income from loss absorption | | | | | 12.587.416,76 | | | 13.489.752,41 | |
12. Net gain / loss (-) for the year | | | | | 7.130,00 | | | -219.633,00 | |
13. Loss carryforward | | | | | -4.538.904,48 | | | -4.319.271,48 | |
14. ACCUMULATED LOSS | | | | | -4.531.774,48 | | | -4.538.904,48 |
| | SUBSCRIBED CAPITAL | | | CAPITAL RESERVES | | | LOSS CARRYFORWARD | | | NET GAIN/LOSS (-) FOR THE YEAR | | | TOTAL EQUITY | |
| | Euro | | | Euro | | | Euro | | | Euro | | | Euro | |
31 December 2018 1 January 2019 | | | 1,000,000.00 | | | 3,500,000.00 | | | -4,319,271.48 | | | 0.00 | | | 180,728.52 |
Carryforward to new account | | | 0.00 | | | 0.00 | | | 0.00 | | | 0.00 | | | 0.00 |
Net gain/loss (-) in 2019 | | | 0.00 | | | 0.00 | | | 0.00 | | | -219,633.00 | | | -219,633.00 |
31 December 2019 1 January 2020 | | | 1,000,000.00 | | | 3,500,000.00 | | | -4,319,271.48 | | | -219,633.00 | | | -38,904.48 |
Carryforward to new account | | | 0.00 | | | 0.00 | | | -219,633.00 | | | 219,633.00 | | | 0.00 |
Net gain/loss (-) in 2020 | | | 0.00 | | | 0.00 | | | 0.00 | | | 7,130.00 | | | 7,130.00 |
31 December 2020 | | | 1,000,000.00 | | | 3,500,000.00 | | | -4,538,904.48 | | | 7,130.00 | | | -31,774.48 |
| | | | 12/31/2020 | | | 12/31/2019 | ||
| | | | Act YTD | | | Act YTD | ||
| | Net income / (net loss) for the year after allocation / distribution of profit | | | 7,130.00 | | | -219,633.00 | |
+/- | | | Amortization, depreciation and impairment | | | 2,413,110.74 | | | 2,385,646.08 |
+/- | | | Increase / decrease in other provisions | | | -74,473.00 | | | 28,974.31 |
-/+ | | | Increase / decrease in inventories Increase / decrease in AR trade and other receivables, not investing or financing | | | -644,028.90 | | | -641,919.71 |
-/+ | | | activities Increase / decrease in AP trade and other liabilities, not investing or financing | | | -11,429,695.10 | | | 9,040,428.33 |
+/- | | | activities | | | -848,174.91 | | | -17,976,360.84 |
-/+ | | | Gain / loss on disposal of fixed assets | | | -996.00 | | | 789.26 |
+/- | | | Interest expenses / interest income | | | 602,834.41 | | | 713,542.69 |
= | | | Cash flow from operating activities | | | -9,974,292.76 | | | -6,668,532.88 |
| | | | | |||||
| | Proceeds from sale of fixed assets | | | 1,000.00 | | | 0.00 | |
- | | | Expenditures for fixed assets | | | -441,742.94 | | | -437,648.14 |
= | | | Cash flow from investing activities | | | -440,742.94 | | | -437,648.14 |
| | | | | |||||
+/- | | | Proceeds from / expenditures for loans received from affiliated companies | | | 11,577,186.41 | | | 7,095,498.98 |
- | | | Interest paid | | | -397.64 | | | -2,340.03 |
= | | | Cash flow from financing activities | | | 11,576,788.77 | | | 7,093,158.95 |
| | | | | |||||
| | Net change in cash and cash equivalents | | | 1,161,753.07 | | | -13,022.07 | |
| | | | | |||||
+ | | | Cash and cash equivalents at beginning of period | | | 4,665.86 | | | 17,687.93 |
| | | | | |||||
= | | | Cash and cash equivalents at end of period | | | 1,166,418.93 | | | 4,665.86 |
- | Loans at nominal value |
- | Securities classified as fixed assets at acquisition cost |
| | 31.12.2020 | | | 31.12.2019 | |
| | | | 1,447,707.71 | ||
Advent Technologies A/S | | | 0.00 EUR | | | EUR |
fischer Rohrtechnik GmbH | | | 0.00 EUR | | | 5,546.44 EUR |
fischer Edelstahlrohre GmbH | | | 5,283.25 EUR | | | 8,000.00 EUR |
F.E.R. fischer Edelstahlrohre GmbH | | | 250.00 EUR | | | 0.00 EUR |
fischer Power Solutions GmbH | | | 162.26 EUR | | | 0.00 EUR |
| | 5,695.51 EUR | | | 1,461,254.15 EUR |
| | 31.12.2020 | | | 31.12.2019 | |
F.E.R. fischer Edelstahlrohre GmbH | | | 26,874,142.62 EUR | | | 25,147,237.89 EUR |
Type of liability as of 31 December 2020 | | | | | thereof due in | | | | | |||||||||
| Total | | | less than one year | | | one to five years | | | more than five years | | | Secured amounts | | | Type of *liability | ||
| | EUR k | | | EUR k | | | EUR k | | | EUR k | | | EUR k | | | ||
Related to trade | | | 802 | | | 802 | | | 0 | | | 0 | | | 689 | | | |
| | (341) | | | (341) | | | (0) | | | (0) | | | (326) | | | — | |
To affiliates | | | 38,957 | | | 20,764 | | | 18,193 | | | 0 | | | 40 | | | |
| | (38,927) | | | (8,307) | | | (30,620) | | | (0) | | | (2,227) | | | — | |
Other liabilities | | | 53 | | | 53 | | | 0 | | | 0 | | | 0 | | | |
| | (92) | | | (92) | | | (0) | | | (0) | | | (0) | | | — | |
Total | | | 39,812 | | | 21,619 | | | 18,193 | | | 0 | | | 729 | | | |
| | (39,360) | | | (8,740) | | | (30,620) | | | (0) | | | (2,553) | | |
- | thereof for taxes: |
- | thereof related to social security: |
* | Trade payables are secured by retention of title customary for the industry. |
| | 31.12.2020 | | | 31.12.2019 | |
Advent Technologies A/S | | | 36,487.80 EUR | | | 2,184,946.38 EUR |
fischer Edelstahlrohre GmbH | | | 23,370.92 EUR | | | 17,453.51 EUR |
F.E.R. fischer Edelstahlrohre GmbH | | | 2,524.00 EUR | | | 14,152.00 EUR |
fischer Maschinentechnik-GmbH | | | 267.73 EUR | | | 0.00 EUR |
fischer group SE & Co. KG | | | 15,830.52 EUR | | | 10,031.70 EUR |
| | 78,480.97 EUR | | | 2,226,583.59 EUR |
| | 31.12.2020 | | | 31.12.2019 | |
Advent Technologies A/S | | | 878,452.35EUR | | | 0.00EUR |
F.E.R. fischer Edelstahlrohre GmbH | | | 38,000,000.00EUR | | | 36,700,000.00EUR |
| | 38,878,452.35EUR | | | 36,700,000.00EUR |
| | 31.12.2020 | | | 31.12.2019 | |
F.E.R. fischer Edelstahlrohre GmbH | | | 820,166.82EUR | | | 562,922.36EUR |
| | 31.12.2020 | | | 31.12.2019 | |
F.E.R. fischer Edelstahlrohre GmbH | | | 1,422,813.59 EUR | | | 1,275,335.02 EUR |
Off-balance-sheet other financial obligations | | | Amount 31.12.2020 (EUR k) | | | Amount 31.12.2019 (EUR k) | | | Maturity (Year) |
Rental obligations | | | | | | | |||
Rent for premises | | | 69 | | | 69 | | | Annual obligation |
Service agreements | | | | | | | |||
Software support | | | 6 | | | 10 | | | Annual obligation |
Production maintenance | | | 18 | | | 27 | | | Annual obligation |
Other | | | 4 | | | 3 | | | Annual obligation |
Category | | | Number 2020 | | | Number 2019 |
Wage earners | | | 9.25 | | | 11.25 |
Salaried employees | | | 7.00 | | | 7.00 |
The average total number of employees for the year is therefore: | | | 16.25 | | | |
The average total number of employees for the prior year is therefore: | | | | | 18.25 |
1. General manager: | | | HansFischr, Seebach |
Additional general manager: | | | Roland Fischer, Seebach |
(Euro in thousands) | | | For the year ended December 31, 2020 | | | For the year ended December 31, 2019 |
Revenue from Related Parties | | | 14,514 | | | 19,058 |
Expense to Related Parties | | | 9,873 | | | 14,707 |
| | 4,641 | | | 4,351 |
(Euro in thousands) | | | December 31, 2020 | | | December 31, 2019 |
Receivables from Related Parties | | | 26,880 | | | 26,608 |
Payables to Related Parties | | | 38,957 | | | 38,927 |
| | -12,077 | | | -12,319 |
* | - Noted that due to the ultimate consolidation and related party nature of the entities listed above, there is a natural right of offset as it relates to the amount receivable or payable and may be presented on a net basis within the statement of financial position |
| | 2020 | | | 2019 | |
Net income (loss) for the financial year in accordance with German GAAP | | | 7.130,00 | | | -219.633,00 |
US GAAP reconciliation adjustments | | | | | ||
Reversal of loss absorption under profit and loss transfer agreement | | | -12.587.416,76 | | | -13.489.752,41 |
Taxes on reversal of loss absorption | | | — | | | — |
Net income (loss) in accordance with US GAAP | | | -12.580.286,76 | | | -13.709.385,41 |
| | 2020 | | | 2019 | |
Shareholder’s equity in accordance with German GAAP | | | -31.774,48 | | | -38.904,48 |
US GAAP reconciliation adjustments | | | | | ||
Reversal of loss absorption under profit and loss transfer agreement | | | -12.587.416,76 | | | -13.489.752,41 |
Receivable carry forward from prior year loss absorption | | | -14.164.330,41 | | | -11.590.996,71 |
Shareholder’s equity in accordance with US GAAP | | | -26.783.521,65 | | | -25.119.653,60 |
ASSETS | | | | | | | | | | | | | | | EQUITY AND LIABILITIES | ||||||
| | EUR | | | 30 June 2021 EUR | | | 31 Dec 2020 EUR | | | | | EUR | | | 30 June 2021 EUR | | | 31 Dec 2020 EUR | ||
A. ASSETS | | | | | | | | | A. EQUITY AND LIABILITIES | | | | | | | ||||||
I. INTANGIBLE ASSETS 1. Franchises, industrial rights and similar rights and assets | | | | | 4,194,571.89 | | | 5,152,839.00 | | | I. SUBSCRIBED CAPITAL | | | 1.000.000,00 | | | | | 1.000.000,00 | ||
| | | | | | | | II. CAPITAL RESERVES | | | 3,500,000.00 | | | | | 3,500,000.00 | |||||
| | | | | | | | III. ACCUMULATED LOSS | | | -4,476,687.48 | | | | | -4,531,774.48 | |||||
II. PROPERTY, PLANT AND EQUIPMENT | | | | | | | | | | | | | 23,312.52 | | | -31,774.48 | |||||
1. Plant and machinery | | | 1,210,076.14 | | | | | 1,318,043.00 | | | | | | | | | |||||
2. Other equipment, furniture and fixtures | | | 297,404.85 | | | | | 336,026.00 | | | B. PROVISIONS | | | | | | | ||||
3. Prepayments and assets under construction | | | 76,600.00 | | | | | 0.00 | | | 1. Other provisions | | | | | 188,587.80 | | | 143,372.00 | ||
| | | | 1,584,080.99 | | | 1,654,069.00 | | | | | | | 188,587.80 | | | 143,372.00 | ||||
| | | | | | | | C. LIABILITIES | | | | | | | |||||||
III. FINANCIAL ASSETS | | | | | | | | | 1. Trade payables | | | 337,116.77 | | | | | 802,154.40 | ||||
1. Equity investments | | | | | 32,819.00 | | | 32,819.00 | | | 2. Liabilities to affiliates | | | 31,529,783.62 | | | | | 38,956,933.32 | ||
| | | | | | | | 3. Other liabilities | | | 33,982.39 | | | | | 53,336.26 | |||||
| | | | | | | | | | | | 31,900,882.78 | | | 39,812,423.98 | ||||||
B. CURRENT ASSETS | | | | | | | | | | | | | | | |||||||
I. INVENTORIES | | | | | | | | | | | | | | | |||||||
1. Raw materials, consumables and supplies | | | 496,044.27 | | | | | 1,822,670.01 | | | | | | | | | |||||
2. Work in process | | | 150,364.21 | | | | | 147,309.43 | | | | | | | | | |||||
3. Finished goods and merchandise | | | 431,041.81 | | | | | 2,207,366.10 | | | | | | | | | |||||
4. Prepayments for inventories | | | 0.00 | | | | | 0.00 | | | | | | | | | |||||
| | | | 1,077,450.29 | | | 4,177,345.54 | | | | | | | | | ||||||
II. RECEIVABLES AND OTHER ASSETS | | | | | | | | | | | | | | | |||||||
1. Trade receivables | | | 9,828.75 | | | | | 0.00 | | | | | | | | | |||||
2. Receivables from affiliates | | | 25,018,053.27 | | | | | 26,879,838.13 | | | | | | | | | |||||
3. Other assets | | | 5,504.55 | | | | | 856,983.35 | | | | | | | | | |||||
| | | | 25,033,386.57 | | | 27,736,821.48 | | | | | | | | | ||||||
III. CHECKS, CASH ON HAND, BUNDESBANK AND POSTAL GIRO BALANCES | | | | | 190,414.36 | | | 1,166,418.93 | | | | | | | | | |||||
C. PREPAID EXPENSE S | | | | | 60.00 | | | 3,708.55 | | | | | | | | | |||||
| | | | 32,112,783.10 | | | 39,924,021.50 | | | | | | | 32,112,783.10 | | | 39,924,021.50 |
| | Fiscal year 1 Jan 2021 to 30 June 2021 EUR | | | Prior year 1 Jan 2020 to 30 June 2020 EUR | |
1. Revenue | | | 6,061,888.46 | | | 1,827,253.06 |
2. Increase or decrease in finished goods and work in process | | | 26,000.00 | | | 9,502.00 |
3. Total operating performance | | | 6,087,888.46 | | | 1,836,755.06 |
| | | | |||
4. Other operating income | | | | | ||
a) Ordinary operating income | | | | | ||
aa) Other ordinary income | | | 1,425.81 | | | 734.46 |
b) Income from the disposal of fixed assets | | | 6,998.00 | | | 1,000.00 |
c) Other income from ordinary activities | | | 76,099.78 | | | 22,154.68 |
| | 84,523.59 | | | 23,889.14 | |
| | | | |||
5. Cost of materials | | | | | ||
a) Cost of raw materials, consumables and supplies | | | -7,672,300.27 | | | -945,751.71 |
b) Cost of purchased services | | | -159,599.56 | | | -150,568.14 |
| | -7,831,899.83 | | | -1,096,319.85 | |
Gross profit / loss (-) | | | -1,659,487.78 | | | 764,324.35 |
| | | | |||
6. Personnel expenses | | | | | ||
a) Wages and salaries | | | -495,744.14 | | | -340,258.46 |
b) Social security, pension and other benefit costs | | | -95,860.86 | | | -92,090.58 |
| | -591,605.00 | | | -432,349.04 | |
7. Amortization, depreciation and impairment | | | -1,188,440.63 | | | -1,114,226.90 |
| | | | |||
8. Other operating expenses | | | | | ||
a) Ordinary operating expenses | | | | | ||
aa) Rent and rent incidentals | | | -39,277.34 | | | -34,923.32 |
ab) Insurance and contributions | | | -3,698.51 | | | -2,869.26 |
ac) Repairs and maintenance | | | -2,210,132.06 | | | -3,043,686.64 |
ad) Vehicle expenses | | | -232.50 | | | -134.40 |
ae) Advertising and travel expenses | | | -2,327.87 | | | -9,125.81 |
af) Distribution costs | | | -15,001.94 | | | -10,104.28 |
ag) Miscellaneous operating expenses | | | -135,019.20 | | | -127,068.03 |
b) Other expenses related to ordinary activities | | | -4,281.89 | | | -5,080.50 |
| | -2,409,971.31 | | | -3,232,992.24 | |
Operating result | | | -5,849,504.72 | | | -4,015,243.83 |
| | | | |||
9. Other interest and similar income | | | 293,321.03 | | | 324,883.30 |
10. Interest and similar expenses | | | -553,787.57 | | | -768,369.87 |
| | | | |||
11. Income from loss absorption | | | 6,165,058.26 | | | 4,465,860.40 |
| | | | |||
12. Net Income (loss) for the year | | | 55,087.00 | | | 7,130.00 |
| | | | |||
13. Loss carryforward | | | -4,531,774.48 | | | -4,538,904.48 |
| | | | |||
14. ACCUMULATED LOSS | | | -4,476,687.48 | | | -4,531,774.48 |
| | SUBSCRIBED CAPITAL | | | CAPITAL RESERVES | | | LOSS CARRY FORWARD | | | NET GAIN/L OSS (-) FOR THE YEAR | | | TOTAL EQUITY | |
| | Euro | | | Euro | | | Euro | | | Euro | | | Euro | |
31 December 2019 1 January 2020 | | | 1,000,000.00 | | | 3,500,000.00 | | | -4,319,271.48 | | | -219,633.00 | | | -38,904.48 |
Carryforward to new account | | | 0.00 | | | 0.00 | | | -219,633.00 | | | 219,633.00 | | | 0.00 |
Net gain/loss (-) 30 June 2020 | | | 0.00 | | | 0.00 | | | 0.00 | | | 7,130.00 | | | 7,130.00 |
30 June 2020 | | | 1,000,000.00 | | | 3,500,000.00 | | | -4,538,904.48 | | | 7,130.00 | | | -31,774.48 |
| | SUBSCRIBED CAPITAL | | | CAPITAL RESERVES | | | LOSS CARRYFOR WARD | | | NET GAIN/L OSS (-) FOR THE YEAR | | | TOTAL EQUITY | |
| | Euro | | | Euro | | | Euro | | | Euro | | | Euro | |
31 December 2020 1 January 2021 | | | 1,000,000.00 | | | 3,500,000.00 | | | -4,538,904.48 | | | 7,130.00 | | | -31,774.48 |
Carryforward to new account | | | 0.00 | | | 0.00 | | | 7,130.00 | | | -7,130.00 | | | 0.00 |
Net gain/loss (-) 30 June 2021 | | | 0.00 | | | 0.00 | | | 0.00 | | | 55,087.00 | | | 55,087.00 |
30 June 2021 | | | 1,000,000.00 | | | 3,500,000.00 | | | -4,531,774.48 | | | 55,087.00 | | | 23,312.52 |
| | | | 6/30/2021 | | | 6/30/2020 | ||
| | | | Actual YTD | | | Actual YTD | ||
| | | | | | ||||
| | Net income / (net loss) for the year after allocation / distribution of profit | | | 55,087.00 | | | 7,130.00 | |
+/- | | | Amortization, depreciation and impairment | | | 1,188,440.63 | | | 1,114,226.90 |
+/- | | | Increase / decrease in other provisions | | | 45,215.80 | | | 26,151.13 |
-/+ | | | Increase / decrease in inventories | | | 3,099,895.25 | | | -2,837,834.15 |
-/+ | | | Increase / decrease in AR trade and other receivables, not investing or financing activities | | | 1,828,450.15 | | | 7,159,414.79 |
+/- | | | Increase / decrease in AP trade and other liabilities, not investing or financing activities | | | 414,610.11 | | | -1,865,267.47 |
-/+ | | | Gain / loss on disposal of fixed assets | | | -6,998.00 | | | -1,000.00 |
+/- | | | Interest expenses / interest income | | | 260,466.54 | | | 443,486.57 |
= | | | Cash flow from operating activities | | | 6,885,167.48 | | | 4,046,307.77 |
| | Proceeds from sale of fixed assets | | | 7,000.00 | | | 1,000.00 | |
- | | | Expenditures for fixed assets | | | -160,187.51 | | | -230,552.35 |
+ | | | Interest received | | | 293,321.03 | | | 324,883.30 |
= | | | Cash flow from investing activities | | | 140,133.52 | | | 95,330.95 |
+/- | | | Proceeds from / expenditures for loans received from affiliated companies | | | -7,447,518.00 | | | -3,311,770.00 |
- | | | Interest paid | | | -553,787.57 | | | -768,369.87 |
= | | | Cash flow from financing activities | | | -8,001,305.57 | | | -4,080,139.87 |
| | Net change in cash and cash equivalents | | | -976,004.57 | | | 61,498.85 | |
+ | | | Cash and cash equivalents at beginning of period | | | 1,166,418.93 | | | 4,665.86 |
= | | | Cash and cash equivalents at end of period | | | 190,414.36 | | | 66,164.71 |
Criteria: | | | 30 June 2021 (EUR) | | | Criteria exceeded? | | | 31 Dec 2020 (EUR) | | | Criteria exceeded? |
Revenue: | | | EUR 6,061,888.46 | | | NO | | | EUR 1,175,423.17 | | | NO |
Total assets: | | | EUR 32,112,783.10 | | | YES | | | EUR 39,924,021.50 | | | YES |
Employees: | | | 16,50 | | | NO | | | 16,25 | | | NO |
- | Loans at nominal value |
- | Securities classified as fixed assets at acquisition cost |
| | 30.06.2021 | | | 31.12.2020 | |
Advent Technologies A/S | | | 6,551,587.89 EUR | | | 0.00 EUR |
fischer Rohrtechnik GmbH | | | 333.18 EUR | | | 0.00 EUR |
fischer Maschinentechnik-GmbH | | | 3,629.50 EUR | | | 0.00 EUR |
fischer Edelstahlrohre GmbH | | | 0.00 EUR | | | 5,283.25 EUR |
F.E.R. fischer Edelstahlrohre GmbH | | | 0.00 EUR | | | 250.00 EUR |
fischer Power Solutions GmbH | | | 162.26 EUR | | | 162.26 EUR |
| | 6,555,712.83 EUR | | | 5,695.51 EUR |
| | 30.06.2021 | | | 31.12.2020 | |
F.E.R. fischer Edelstahlrohre GmbH | | | 18,462,340.44 EUR | | | 26,874,142.62 EUR |
Provision for working time account | | | 84,900.00 | | | EUR |
Vacation provision | | | 90,265.00 | | | EUR |
Jubilee provision | | | 10,130.00 | | | EUR |
Other provisions | | | 3,292.80 | | | EUR |
| | 188,587.80 | | | EUR |
| | | | thereof due in | | | | | ||||||||||
Type of liability as of 30 June 2021 | | | Total | | | less than one year | | | one to five years | | | more than five years | | | Sucured Amounts | | | Type of * liability |
| | EUR k | | | EUR k | | | EUR k | | | EUR k | | | EUR k | | | ||
Related to Trade | | | 337 | | | 337 | | | 0 | | | 0 | | | 285 | | | |
| | (802) | | | (802) | | | (0) | | | (0) | | | (689) | | | — | |
To affiliates | | | 31,530 | | | 13,336 | | | 18,194 | | | 0 | | | 965 | | | |
| | (38,957) | | | (20,764) | | | (18,193) | | | (0) | | | (40) | | | — | |
Other liabilities | | | 34 | | | 34 | | | 0 | | | 0 | | | 0 | | | |
| | (53 | | | (53) | | | (0) | | | (0) | | | (0) | | | — | |
Total | | | 30,901 | | | 13,707 | | | 18,194 | | | 0 | | | 1,250 | | | |
| | (39,812) | | | (21,619) | | | (18,193) | | | (0) | | | (729) | | |
- | thereof for taxes |
- | thereof related to social security EUR 3,777.20 (prior year: EUR 13,626.68) |
| | 30.06.2021 | | | 31.12.2020 | |
Advent Technologies A/S | | | 961,452.00 EUR | | | 36,487.80 EUR |
fischer Edelstahlrohre GmbH | | | 13,027.10 EUR | | | 23,370.92 EUR |
F.E.R. fischer Edelstahlrohre GmbH | | | 1,710.00 EUR | | | 2,524.00 EUR |
fischer Maschinentechnik-GmbH | | | 354.03 EUR | | | 267.73 EUR |
fischer Rohrtechnik GmbH | | | 758,49 EUR | | | 0.00 EUR |
fischer group SE & Co. KG | | | 0.00 EUR | | | 15,830.52 EUR |
| | 977,301,62 EUR | | | 78,480.97 EUR |
| | 30.06.2021 | | | 31.12.2020 | |
Advent Technologies A/S | | | 0.00 EUR | | | 878,452.35 EUR |
F.E.R. fischer Edelstahlrohre GmbH | | | 30,552,482.00 EUR | | | 38,000,000.00 EUR |
| | 30,552,482.00 EUR | | | 38,878,452.35 EUR |
| | 30.06.2021 | | | 30.06.2020 | |
F.E.R. fischer Edelstahlrohre GmbH | | | 293,321.03 EUR | | | 324,883.30 EUR |
| | 30.06.2021 | | | 30.06.2020 | |
F.E.R. fischer Edelstahlrohre GmbH | | | 552,482.00 EUR | | | 768,230.00 EUR |
Off-balance-sheet other financial obligations | | | Amount (EUR k) | | | Maturity (Year) |
Rental obligations | | | | | ||
Rent for premises | | | 69 | | | Annual obligation |
| | | | |||
Service agreements | | | | | ||
Software support | | | 9 | | | Annual obligation |
Production maintenance | | | 28 | | | Annual obligation |
Other | | | 5 | | | Annual obligation |
Category | | | Number |
Wage earners | | | 9.50 |
Salaried employees | | | 7.00 |
The average total number of employees for the year is therefore: | | | 16.50 |
1. General manager: | | | Hans Fischer, Seebach |
Additional general manager: | | | Roland Fischer, Seebach |
(EUR in thousands) | | | For the period ended June 30, 2021 | | | For the period ended June 30, 2020 |
Revenue from Related Parties | | | 12,441 | | | 6,235 |
Expenses to Related Parties | | | 6,178 | | | 4,415 |
Income (Loss) from transactions with Related Parties | | | 6,263 | | | 1,820 |
(EUR in thousands) | | | June 30, 2021 | | | December 31, 2020 |
Receivables from Related Parties | | | 25,018 | | | 26,880 |
Payables to Related Parties | | | 31,530 | | | 38,957 |
Net Receivables (Payables)* | | | (6,512) | | | (12,077) |
* | - Noted that due to the ultimate consolidation and related party nature of the entities listed above, there is a natural right of offset as it relates to the amount receivable or payable and may be presented on a net basis within the statement of financial position. |
Reconciliation of net income (loss): | | | June 30, 2021 | | | June 30, 2020 |
Net income (loss) for the financial year in accordance with German GAAP | | | 55.087,00 | | | 7.130,00 |
US GAAP reconciliation adjustments | | | | | ||
Reversal of loss absorption under profit and loss transfer agreement | | | -6.165.058,26 | | | -4.465.860,40 |
Taxes on reversal of loss absorption | | | — | | | — |
Net income (loss) in accordance with US GAAP | | | -6.109.971,26 | | | -4.458.730,40 |
Reconciliation of shareholder’s equity: | | | June 30, 2021 | | | December 31, 2020 |
Shareholder’s equity in accordance with German GAAP | | | 23.312,52 | | | -31.774,48 |
US GAAP reconciliation adjustments | | | | | ||
Reversal of loss absorption under profit and loss transfer agreement | | | -6.165.058,26 | | | -12.587.416,76 |
Receivable carry forward from prior year loss absorption | | | -12.215.852,58 | | | -14.164.330,41 |
Shareholder’s equity in accordance with US GAAP | | | -18.357.598,32 | | | -26.783.521,65 |
| | December 31, 2020 (as restated-Note 1) | | | December 31, 2019 (as restated-Note 1) | |
| | | | |||
ASSETS | | | | | ||
Current Assets | | | | | ||
Cash | | | $24,945 | | | $520,422 |
Prepaid income tax | | | 203,613 | | | — |
Prepaid expenses and other current assets | | | 353,959 | | | 57,109 |
Total Current Assets | | | 582,517 | | | 577,531 |
| | | | |||
Cash and cash equivalents held in Trust Account | | | 93,340,005 | | | 225,433,349 |
Total Assets | | | $93,922,522 | | | $226,010,880 |
| | | | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | ||
Current Liabilities | | | | | ||
Accounts payable | | | $349,439 | | | $25,496 |
Accrued expenses | | | 25,000 | | | 25,000 |
Franchise tax payable | | | 40,050 | | | 200,050 |
Income tax payable | | | — | | | 1,033,660 |
Promissory note | | | 2,365,649 | | | — |
Promissory note- Related party | | | 400,000 | | | — |
Total Current Liabilities | | | 3,180,138 | | | 1,284,206 |
| | | | |||
Warrant Liabilities | | | 109,466,579 | | | 10,246,454 |
Deferred underwriting fees | | | 7,718,227 | | | 7,718,227 |
Total Liabilities | | | 120,364,944 | | | 19,248,887 |
| | | | |||
Commitments | | | | | ||
| | | | |||
Common stock subject to possible redemption, 0 and 19,838,936 shares at redemption value at December 31, 2020 and December 31, 2019, respectively | | | — | | | 201,761,986 |
| | | | |||
Stockholders’ Equity | | | | | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding | | | — | | | — |
Class A Common stock, $0.0001 par value; 100,000,000 shares authorized; 9,061,136 and 2,213,141 shares issued and outstanding (excluding 0 and 19,838,936 shares subject to possible redemption at December 31, 2020 and December 31, 2019, respectively) | | | 906 | | | 221 |
Class B Common stock, $0.0001 par value; 10,000,000 shares authorized; 5,513,019 shares issued and outstanding at December 31, 2020 and December 31, 2019 | | | 551 | | | 551 |
Additional paid-in capital | | | 53,536,057 | | | (15,234,807) |
Retained earnings / (Accumulated Deficit) | | | (79,979,936) | | | 20,234,042 |
Total Stockholders’ Equity | | | (26,442,422) | | | 5,000,007 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | | $93,922,522 | | | $226,010,880 |
| | For the Year Ended December 31, 2020 (as restated-Note 1) | | | For the Year Ended December 31, 2019 (as restated-Note 1) | |
Operating expenses | | | | | ||
Operating and formation costs | | | $1,422,570 | | | $439,017 |
Franchise tax expense | | | 208,794 | | | 257,540 |
Loss from operations | | | (1,631,364) | | | (696,557) |
| | | | |||
Change in fair value of warrant liabilities | | | (99,220,125) | | | 18,639,249 |
Other Income – dividends and interest | | | 836,541 | | | 4,638,361 |
(Loss) income before provision for income tax | | | (100,014,948) | | | 22,581,053 |
Provision for income tax | | | (199,030) | | | (1,068,915) |
Net (loss) income | | | $(100,213,978) | | | $21,512,138 |
| | | | |||
Basic and diluted weighted average shares outstanding, Common stock subject to redemption | | | 15,811,603 | | | 19,401,513 |
| | | | |||
Basic and diluted net income per share, Common stock subject to redemption | | | — | | | 0.16 |
Basic and diluted weighted average shares outstanding, Common stock(1) | | | 8,135,082 | | | 8,163,583 |
Basic and diluted net loss per share, Common stock(2) | | | $(12.32) | | | $2.26 |
(1) | Excludes an aggregate of 0 and 19,838,936 shares subject to possible redemption as of December 31, 2020 and December 31, 2019, respectively. |
(2) | Excludes income of $357,715 and $3,185,186 attributable to common stock subject to possible redemption for the Years Ended December 31, 2020 and December 31, 2019 (see Note 2). |
| | Shares of Class A Common Stock | | | Shares of Class B Common stock | | | Additional paid-in capital | | | Retained | | | Total Stockholders’ | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | | Earnings | | | Equity | ||||
Balance at January 1, 2019 (as restated) | | | 4,065,566 | | | $118 | | | 5,513,019 | | | $551 | | | $6,277,435 | | | $(1,278,096) | | | $5,000,008 |
Reversal of offering costs | | | — | | | — | | | — | | | — | | | 25,000 | | | — | | | 25,000 |
Change in common stock subject to possible redemption | | | (1,852,425) | | | 103 | | | — | | | — | | | (21,537,242) | | | — | | | (21,537,139) |
Net income (as restated) | | | — | | | — | | | — | | | — | | | — | | | 21,512,138 | | | 21,512,138 |
Balance at December 31, 2019 (as restated) | | | 2,213,141 | | | $221 | | | 5,513,019 | | | $551 | | | $(15,234,807) | | | $20,234,042 | | | $5,000,007 |
| | Shares of Class A Common Stock | | | Shares of Class B Common Stock | | | Additional paid-in capital | | | Accumulated Deficit | | | Total Stockholders’ Equity | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||
Balance at January 1, 2020 (as restated) | | | 2,213,140 | | | $221 | | | 5,513,019 | | | $551 | | | $(15,234,807) | | | $20,234,042 | | | $5,000,007 |
Change in shares subject to redemption | | | 6,847,996 | | | 685 | | | — | | | — | | | 68,770,864 | | | — | | | 68,771,549 |
Net income (loss) (as restated) | | | — | | | — | | | — | | | — | | | — | | | (100,213,978) | | | (100,213,978) |
Balance at December 31, 2020 (as restated) | | | 9,061,136 | | | 906 | | | 5,513,019 | | | 551 | | | $53,536,057 | | | (79,979,936) | | | (26,442,422) |
| | For the Year Ended December 31, 2020 (as restated-Note 1) | | | For the Year Ended December 31, 2019 (as restated-Note 1) | |
Cash Flows from Operating Activities: | | | | | ||
Net (loss) income | | | $(100,213,978) | | | $21,512,138 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | | | | | ||
Change in fair value of warrant liabilities | | | 99,220,125 | | | (18,639,249) |
Other income – dividends and interest | | | (836,541) | | | (4,638,361) |
Changes in operating assets and liabilities: | | | | | ||
Prepaid income tax | | | (203,613) | | | — |
Prepaid expenses and other current assets | | | (296,850) | | | 72,716 |
Accounts payable | | | 323,943 | | | (29,868) |
Accrued expenses | | | — | | | 25,000 |
Franchise tax payable | | | (160,000) | | | 146,050 |
Income tax payable | | | (1,033,660) | | | 920,660 |
Net cash used in operating activities | | | (3,200,574) | | | (630,914) |
| | | | |||
Cash Flows from Investing Activities: | | | | | ||
Investment of cash in Trust Account | | | (1,865,649) | | | — |
Trust Account withdrawal for redemption of common stock | | | 132,990,436 | | | — |
Trust Account withdrawals for the payment of franchise taxes and income taxes | | | 1,805,098 | | | 265,057 |
Net cash provided by investing activities | | | 132,929,885 | | | 265,057 |
| | | | |||
Cash Flows from Financing Activities: | | | | | ||
Payment for redemption of common stock | | | (132,990,436) | | | — |
Proceeds from promissory note | | | 2,365,649 | | | — |
Proceeds from Promissory Note – related party | | | 400,000 | | | — |
Net cash provided by financing activities | | | (130,224,788) | | | — |
| | | | |||
Net Change in Cash | | | (495,477) | | | (365,857) |
Cash – Beginning | | | 520,422 | | | 886,279 |
Cash – Ending | | | $24,945 | | | $520,422 |
| | | | |||
Supplemental Disclosure for Cash Flow activities: | | | | | ||
Cash paid for income taxes | | | $1,436,303 | | | $ |
| | | | |||
Non-Cash investing and financing activities: | | | | | ||
Change in value of common stock subject to possible redemption | | | $68,771,520 | | | $(21,537,142) |
Reversal of deferred offering costs over accrual | | | $— | | | $25,000 |
| | As Previously Reported | | | Restatement Impact | | | As Restated | |
Warrant Liabilities | | | | | 109,466,579 | | | 109,466,579 | |
Total Liabilities | | | 10,898,365 | | | 109,466,579 | | | 120,364,944 |
Common stock subject to possible redemption | | | 78,024,156 | | | (78,024,156) | | | — |
Class A Common stock | | | 150 | | | 756 | | | 906 |
Additional paid-in capital | | | 2,812,626 | | | 50,723,431 | | | 53,536,057 |
Retained earnings / (Accumulated Deficit) | | | 2,186,674 | | | (82,166,610) | | | (79,979,936) |
Total Stockholders’ Equity | | | 5,000,001 | | | (31,442,423) | | | (26,442,422) |
| | As Previously Reported | | | Restatement Impact | | | As Restated | |
Warrant Liabilities | | | | | 10,246,454 | | | 10,246,454 | |
Total Liabilities | | | 9,002,433 | | | 10,246,454 | | | 19,248,887 |
Common stock subject to possible redemption | | | 212,008,440 | | | (10,246,454) | | | 201,761,986 |
Class A Common stock | | | 121 | | | 100 | | | 221 |
Additional paid-in capital | | | 1,818,808 | | | (17,053,615) | | | (15,234,807) |
Retained earnings / (Accumulated Deficit) | | | 3,180,527 | | | 17,053,515 | | | 20,234,042 |
| | As Previously Reported | | | Restatement Impact | | | As Restated | |
Change in fair value of warrant liabilities | | | | | (99,220,125) | | | (99,220,125) | |
(Loss) income before provision for income tax | | | (794,823) | | | (99,220,125) | | | (100,014,948) |
Net (loss) income | | | (993,853) | | | (99,220,125) | | | (100,213,978 |
Basic and diluted net loss per share, Common stock subject to redemption | | | 0.02 | | | (0.02) | | | — |
Basic and diluted net loss per share, Common stock | | | (0.20) | | | (12.12) | | | (12.32) |
| | As Previously Reported | | | Restatement Impact | | | As Restated | |
Change in fair value of warrant liabilities | | | | | 18,639,249 | | | 18,639,249 | |
(Loss) income before provision for income tax | | | 3,941,804 | | | 18,639,249 | | | 22,581,053 |
Net (loss) income | | | 2,872,889 | | | 18,639,249 | | | 21,512,138 |
Basic and diluted net loss per share, Common stock subject to redemption | | | 0.15 | | | 0.01 | | | 0.16 |
Basic and diluted net loss per share, Common stock | | | (0.05) | | | 2.31 | | | 2.26 |
| | As Previously Reported | | | Restatement Impact | | | As Restated | |
Net (loss) income | | | (993,853) | | | (99,220,125) | | | (100,213,978) |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | | | | | | | |||
Change in fair value of warrant liabilities | | | — | | | 99,220,125 | | | 99,220,125 |
Non-Cash investing and financing activities: | | | | | | | |||
Change in value of common stock subject to possible redemption | | | (993,848) | | | 69,765,368 | | | 68,771,520 |
| | As Previously Reported | | | Restatement Impact | | | As Restated | |
Net (loss) income | | | 2,872,889 | | | 18,639,249 | | | 21,512,138 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | | | | | | | |||
Change in fair value of warrant liabilities | | | — | | | (18,639,249) | | | (18,639,249) |
Non-Cash investing and financing activities: | | | | | | | |||
Change in value of common stock subject to possible redemption | | | 2,897,890 | | | (24,435,032) | | | (21,537,142) |
| | | | | |
| | Three Months Ended March 31, 2020 | | | Three Months Ended June 30, 2020 | | | Three Months Ended September 30, 2020 | | | Three Months Ended December 31, 2020 | |||||||||||||||||||||||||
| | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | |
Change in fair value of warrant liabilities | | | — | | | 4,580,791 | | | 4,580,791 | | | — | | | (10,576,629) | | | (10,576,629) | | | — | | | (5,148,191) | | | (5,148,191) | | | — | | | (88,076,096) | | | (88,076,096) |
(Loss) income before provision for income tax | | | 520,011 | | | 4,580,791 | | | 5,100,802 | | | (345,560) | | | (10,576,629) | | | (10,922,189) | | | (425,178) | | | (5,148,191) | | | (5,573,369) | | | (544,096) | | | (88,076,096) | | | (88,620,192) |
Net (loss) income | | | 365,235 | | | 4,580,791 | | | 4,946,026 | | | (418,925) | | | (10,576,629) | | | (10,995,554) | | | (617,905) | | | (5,148,191) | | | (5,766,096) | | | (322,258) | | | (88,076,096) | | | (88,398,354) |
Basic and diluted net loss per share, Common stock | | | (0.01) | | | 0.59 | | | 0.58 | | | (0.06) | | | (1.45) | | | (1.51) | | | (0.09) | | | (0.60) | | | (0.69) | | | (0.03) | | | (9.67) | | | (9.70) |
| | Six Months Ended June 30, 2020 | | | Nine Months Ended September 30, 2020 | |||||||||||||
| | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | |
Change in fair value of warrant liabilities | | | — | | | (5,995,838) | | | (5,995,838) | | | — | | | (11,144,029) | | | (11,144,029) |
(Loss) income before provision for income tax | | | 174,451 | | | (5,995,838) | | | (5,821,387) | | | (250,727) | | | (11,144,029) | | | (11,394,756) |
Net (loss) income | | | (53,690) | | | (5,995,838) | | | (6,049,528) | | | (671,595) | | | (11,144,029) | | | (11,815,624) |
Basic and diluted net loss per share, Common stock | | | (0.07) | | | (0.79) | | | (0.86) | | | (0.13) | | | (1.13) | | | (1.26) |
| | Three Months Ended March 31, 2019 | | | Three Months Ended June 30, 2019 | | | Three Months Ended September 30, 2019 | | | Three Months Ended December 31, 2019 | |||||||||||||||||||||||||
| | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | |
Change in fair value of warrant liabilities | | | — | | | 19,009,366 | | | 19,009,366 | | | — | | | 226,633 | | | 226,633 | | | — | | | (1,360,625) | | | (1,360,625) | | | — | | | 763,875 | | | 763,875 |
(Loss) income before provision for income tax | | | 1,019,254 | | | 19,009,366 | | | 20,028,620 | | | 1,117,070 | | | 226,633 | | | 1,343,703 | | | 1,015,074 | | | (1,360,625) | | | (345,551) | | | 790,406 | | | 763,875 | | | 1,554,281 |
Net (loss) income | | | 790,254 | | | 19,009,366 | | | 19,799,620 | | | 842,931 | | | 226,633 | | | 1,069,564 | | | 815,158 | | | (1,360,625) | | | (545,467) | | | 424,546 | | | 763,875 | | | 1,188,421 |
Basic and diluted net loss per share, Common stock | | | (0.01) | | | 1.99 | | | 1.98 | | | (0.02) | | | 0.04 | | | 0.02 | | | (0.01) | | | (0.18) | | | (0.19) | | | (0.01) | | | 0.10 | | | 0.09 |
| | Six Months Ended June 30, 2019 | | | Nine Months Ended September 30, 2019 | |||||||||||||
| | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | |
Change in fair value of warrant liabilities | | | — | | | 19,235,999 | | | 19,235,999 | | | — | | | 17,875,375 | | | 17,875,375 |
(Loss) income before provision for income tax | | | 2,136,324 | | | 19,235,999 | | | 21,372,323 | | | 3,151,398 | | | 17,875,375 | | | 21,026,773 |
Net (loss) income | | | 1,633,185 | | | 19,235,999 | | | 20,869,184 | | | 2,448,343 | | | 17,875,375 | | | 20,323,718 |
Basic and diluted net loss per share, Common stock | | | (0.03) | | | 2.24 | | | 2.21 | | | (0.04) | | | 2.17 | | | 2.13 |
| | March 31, 2020 | | | June 30, 2020 | | | September 30, 2020 | |||||||||||||||||||
| | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | |
Warrant Liabilities | | | — | | | 5,665,663 | | | 5,665,663 | | | — | | | 16,242,292 | | | 16,242,292 | | | — | | | 21,390,482 | | | 21,390,482 |
Total Liabilities | | | 9,006,140 | | | 5,665,663 | | | 14,671,803 | | | 8,610,603 | | | 16,242,292 | | | 24,852,895 | | | 10,165,519 | | | 21,390,482 | | | 31,556,001 |
Common stock subject to possible redemption | | | 212,373,680 | | | (5,665,663) | | | 206,708,017 | | | 139,369,310 | | | (16,242,292) | | | 123,127,018 | | | 138,751,410 | | | (21,390,482) | | | 117,360,928 |
Additional paid-in capital | | | 1,453,568 | | | (21,634,306) | | | (20,180,738) | | | 1,872,487 | | | (11,057,677) | | | (9,185,190) | | | 2,490,372 | | | (5,909,487) | | | (3,419,115) |
Retained earnings / (Accumulated Deficit) | | | 3,545,762 | | | 21,634,306 | | | 25,180,068 | | | 3,126,837 | | | 11,057,677 | | | 14,184,514 | | | 2,508,932 | | | 5,909,487 | | | 8,418,419 |
| | March 31, 2019 | | | June 30, 2019 | | | September 30, 2019 | |||||||||||||||||||
| | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | | | As Previously Reported | | | Restatement Impact | | | As Restated | |
Warrant Liabilities | | | — | | | 9,876,337 | | | 9,876,337 | | | — | | | 9,649,704 | | | 9,649,704 | | | — | | | 11,010,329 | | | 11,010,329 |
Total Liabilities | | | 8,295,098 | | | 9,876,337 | | | 18,171,435 | | | 8,322,174 | | | 9,649,704 | | | 17,971,878 | | | 8,562,223 | | | 11,010,329 | | | 19,572,552 |
Common stock subject to possible redemption | | | 209,900,810 | | | (9,876,337) | | | 200,024,473 | | | 210,743,740 | | | (9,649,704) | | | 201,094,036 | | | 211,583,900 | | | (11,010,329) | | | 200,573,571 |
Additional paid-in capital | | | 3,901,440 | | | (17,423,632) | | | (13,522,192) | | | 3,058,510 | | | (17,650,265) | | | (14,591,755) | | | 2,243,350 | | | (16,289,640) | | | (14,046,290) |
Retained earnings / (Accumulated Deficit) | | | 1,097,892 | | | 17,423,632 | | | 18,521,524 | | | 1,940,823 | | | 17,650,265 | | | 19,591,088 | | | 2,755,981 | | | 16,289,640 | | | 19,045,621 |
| | Year Ended December 31, 2020 (as restated) | | | Year Ended December 31, 2019 (as restated) | |
Common stock subject to possible redemption | | | | | ||
Numerator: Earnings allocable to Common stock subject to possible redemption | | | | | ||
Interest earned on marketable securities held in Trust Account | | | $— | | | $4,172,856 |
Less: interest available to be withdrawn for payment of taxes | | | — | | | (1,141,612) |
Net income allocable to shares subject to possible redemption | | | — | | | 3,031,244 |
Denominator: Weighted average Common stock subject to possible redemption | | | | | ||
Basic and diluted weighted average shares outstanding | | | 15,811,603 | | | 19,401,513 |
Basic and diluted net income per share | | | $— | | | $0.16 |
| | | | |||
Non-Redeemable Common Stock | | | | | ||
Numerator Net Income minus Net Earnings | | | | | ||
Net income (loss) | | | $(100,213,978) | | | $21,512,138 |
Less: Income attributable to common stock subject to possible redemption | | | — | | | (3,031,244) |
Non-Redeemable Net Loss | | | (100,213,978) | | | 18,480,894 |
Basic and diluted weighted average shares outstanding | | | 8,135,082 | | | 8,163,583 |
Basic and diluted net loss per common share | | | $(12.32) | | | $2.26 |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon not less than 30 days’ prior written notice of redemption; |
• | if, and only if, the reported last sale price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrantholders; and |
• | if, and only if, there is a current registration statement in effect with respect to the shares of Class A common stock underlying such warrants. |
| | As of December 31, | ||||
| | 2020 | | | 2019 | |
Current | | | | | ||
US Federal | | | $171,703 | | | $878,133 |
US State | | | 27,327 | | | 194,357 |
Total current provision | | | 199,030 | | | 1,072,490 |
Deferred | | | | | ||
US Federal | | | (312,697) | | | (103,156) |
US State | | | (117,516) | | | (31,983) |
Total deferred benefit | | | (430,213) | | | (135,139) |
Change in valuation allowance | | | 430,213 | | | 135,139 |
Total deferred provision | | | $— | | | $— |
| | December 31, 2020 | | | December 31, 2019 | |
Deferred tax assets: | | | | | ||
Startup Costs | | | $565,352 | | | $131,532 |
Total deferred income tax assets | | | $565,352 | | | $131,532 |
| | | | |||
Net deferred income tax assets | | | $565,352 | | | $131,532 |
Valuation allowance | | | (565,352) | | | (131,532) |
Deferred tax asset, net of allowance | | | $— | | | $— |
| | December 31, 2020 (as restated) | | | December 31, 2019 (as restated) | |
Statutory federal income tax rate | | | 21.00% | | | 21.00% |
State taxes, net of federal tax benefit | | | 0.1% | | | 0.54% |
Return to provision | | | (0.03)% | | | (0.05)% |
Net change in warrant valuation | | | (20.83)% | | | (17.33)% |
Change in valuation allowance | | | (0.43)% | | | 0.58% |
Income tax provision | | | (0.19)% | | | 4.74% |
• | Level 1: Observable inputs such as quoted prices in active markets; |
• | Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and |
• | Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions |
| | December 31, 2020 | | | December 31, 2019 | |
Risk free rate | | | 0.32-0.38% | | | 1.56-2.23% |
Fair value of underlying stock | | | $14.93 | | | $10.12 |
Expected term (in years) | | | 5.04-5.42 | | | 5.34-5.64 |
Stock price volatility | | | 15-40% | | | 12% |
Expected dividend yield | | | 0.00% | | | 0.00% |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) |
Cash and cash equivalents held in Trust Account Asset | | | $93,340,005 | | | | | ||
Public Warrant Derivative Liability | | | | | 74,536,020 | | | ||
Private Warrants Derivative Liability | | | | | | | 34,930,559 |
Description | | | Quoted Prices in Active Markets (Level 1) | | | Significant Other Observable Inputs (Level 2) | | | Significant Other Unobservable Inputs (Level 3) |
Cash and cash equivalents held in Trust Account Asset | | | $225,433,349 | | | | | ||
| | | | | | ||||
Public Warrants Derivative Liability | | | | | 6,836,144 | | | ||
Private Warrants Derivative Liability | | | | | | | 3,410,310 |