UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q
 
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2022
 
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                 to                
 
Commission File Number: 001-38742

 
Advent Technologies Holdings, Inc.
(Exact name of registrant as specified in its charter)


Delaware
  
83-0982969
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification Number)

200 Clarendon Street
Boston, Massachusetts
  
02116
(Address of principal executive offices)
  
(Zip code)

(617) 655-6000
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
  
ADN
  
The Nasdaq Capital Market
Warrants
  
ADNWW
  
The Nasdaq Capital Market


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  ☒    No  ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☒
   
Emerging growth company
☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒
 
As of May 12, 2022, the registrant had 51,612,205 shares of common stock, par value $0.0001 per share, issued and outstanding.


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “target,” “predict,” “seek” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referenced in the section titled “Risk Factors” in this Quarterly Report on Form 10-Q and in our 2021 Annual Report on Form 10-K (“2021 Annual Report”) which could cause actual results to differ materially. Moreover, we operate in a very competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in or implied by any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Some of the key factors that could cause actual results to differ from our expectations include:

•
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:

o
our ability to control the costs associated with our operations;
o
our ability to grow and manage growth profitably;
o
our reliance on complex machinery for our operations and production;
o
the market’s willingness to adopt our technology;
o
our ability to maintain relationships with customers;
o
the potential impact of product recalls;
o
our ability to compete within our industry;
o
increases in costs, disruption of supply or shortage of raw materials;
o
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;
o
the impact of unfavorable changes in U.S. and international regulations;
o
the availability of and our ability to meet the terms and conditions for government grants and economic incentives; and
o
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 within the 2021 Annual Report under the section entitled “Risk Factors.”


The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. You should not rely upon forward-looking statements as predictions of future events. We cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or reflect interim developments.

As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. For a discussion of the risks involved in our business and investing in our common stock, see the section entitled “Risk Factors” within the 2021 Annual Report.

Should one or more of these risks or uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary in material respects from those expressed or implied by these forward-looking statements. You should not place undue reliance on these forward-looking statements.


EXPLANATORY NOTE

This Quarterly Report on Form 10-Q contains our unaudited condensed consolidated financial statements for the three-month period ended March 31, 2022.

We were originally incorporated in Delaware on June 18, 2018 under the name “AMCI Acquisition Corp.” as a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more target businesses. On November 20, 2018, we consummated our initial public offering (the “Initial Public Offering”), following which our shares began trading on the Nasdaq Capital Market (“Nasdaq”).

On February 4, 2021, we consummated the business combination (the “Business Combination”) pursuant to that certain Agreement and Plan of Merger, dated October 12, 2020, by and among AMCI Acquisition Corp. (the “AMCI”), AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination (as defined below) (the “Effective Time”) for the stockholders of AMCI (other than the Legacy Advent stockholders) (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vassilios Gregoriou, solely in his capacity as the representative from and after the Effective Time for the Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger (the “Amendments” and as amended, the “Merger Agreement”), dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller Representative. In connection with the closing of the Business Combination (the “Closing”), we acquired 100% of the stock of Legacy Advent (as it existed immediately prior to the Closing) and its subsidiaries, changed our name from “AMCI Acquisition Corp.” to “Advent Technologies Holdings, Inc.” and changed the trading symbols of our common stock and warrants on Nasdaq from “AMCI” and “AMCIW” to “ADN” and “ADNWW,” respectively.

For accounting purposes, the Business Combination is treated as a reverse acquisition and recapitalization, in which Advent is considered the accounting acquirer (and legal acquiree) and the Company is considered the accounting acquiree (and legal acquirer). Additionally, unless otherwise stated or the context indicates otherwise, with respect to the financial information contained in this Quarterly Report on Form 10-Q, including in “Part I, Item 1. Unaudited Condensed Consolidated Financial Statements” and the notes thereto and in “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial information relating to the three months ended March 31, 2021, are those of Legacy Advent and its subsidiaries for the period prior to the Closing and the financial information of the Company and its subsidiaries for the period subsequent to the Closing; the financial information relating to the three months ended March 31, 2022, are those of the Company and its subsidiaries. See Note 1 “Basis of Presentation” in the accompanying unaudited condensed consolidated financial statements for additional information.

Unless the context indicates otherwise, the terms “Advent,” the “Company,” we,” “us” and “our” refer to Advent Technologies Holdings, Inc. and its subsidiaries taken as a whole.

1
Advent Technologies Holdings, Inc.
Table of Contents

   
Page
PART I—FINANCIAL INFORMATION
     
Item 1.
 3
  3
  4
 
5
  6
 
8
 
9
Item 2.
33
Item 3.
49
Item 4.
49
     
PART II—OTHER INFORMATION
     
Item 1.
50
Item 1A.
 50
Item 2.
50
Item 3. Defaults Upon Senior Securities
 50
Item 4. Mine Safety Disclosures
  50
Item 5. Other Information
  50
Item 6.
50
51

2
PART I—FINANCIAL INFORMATION
 
Item 1.
Unaudited Condensed Consolidated Financial Statements
 
ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share amounts)

    As of
  
ASSETS
  
March 31, 2022
(Unaudited)
    
December 31,
2021
  
Current assets:
            
Cash and cash equivalents
  
$
59,282
    
$
79,764
  
Accounts receivable
    
2,806
      
3,139
  
Contract assets
    
1,090
      
1,617
  
Inventories
    
9,211
      
6,958
  
Prepaid expenses and Other current assets
    
10,235
      
5,873
  
Total current assets
    
82,624
      
97,351
  
Non-current assets:
                
Goodwill
    
30,030
      
30,030
  
Intangibles, net
     22,657
       23,344
  
Property and equipment, net
    
8,964
      
8,585
  
Other non-current assets
     2,523       2,475  
Deferred tax assets
     1,374
       1,246
  
Total non-current assets     65,548       65,680  
Total assets
  
$
148,172
    
$
163,031
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
                
Current liabilities:
                
Trade and other payables
  
$
5,474
    
$
4,837
  
Deferred income from grants, current
    
192
      
205
  
Contract liabilities
    
558
      
1,118
  
Other current liabilities
    
7,963
      
12,515
  
Income tax payable
    
192
      
196
  
Total current liabilities
    
14,379
      
18,871
  
Non-current liabilities:                
Warrant liability
    
1,997
      
10,373
  
Deferred tax liabilities
     2,197       2,500
  
Defined benefit obligation
    
95
      
90
  
Other long-term liabilities
    
956
      
996
  
Total non-current liabilities     5,245       13,959  
Total liabilities
    
19,624
      
32,830
  
Commitments and contingent liabilities
    
     
 
Stockholders’ equity
                
Common stock ($0.0001 par value per share; Shares authorized: 110,000,000 at March 31, 2022 and December 31, 2021; Issued and outstanding: 51,253,591 and 51,253,591 at March 31, 2022 and December 31, 2021, respectively)
    
5
      
5
  
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at March 31, 2022 and December 31, 2021; nil issued and outstanding at March 31, 2022 and December 31, 2021)
    
-
      
-
  
Additional paid-in capital
    
167,755
      
164,894
  
Accumulated other comprehensive loss
    
(1,691
)
    
(1,273
)
Accumulated deficit
    
(37,521
)
    
(33,425
)
Total stockholders’ equity
    
128,548
      
130,201
  
Total liabilities and stockholders’ equity
  
$
148,172
    
$
163,031
  

See accompanying notes to unaudited condensed consolidated financial statements.

3
ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in thousands, except share and per share amounts)

​
  
Three months ended March 31,
(Unaudited)
  
​
  
2022
    
2021
  
Revenue, net
  
$
1,256
    
$
1,489
  
Cost of revenues
    
(1,517
)
    
(347
)
Gross profit / (loss)
    
(261
)
    
1,142
  
Income from grants
    
508
      
38
  
Research and development expenses
    
(2,149
)
    
(29
)
Administrative and selling expenses
    
(10,498
)
    
(7,922
)
Amortization of intangibles
    
(699
)
    
(187
)
Operating loss
    
(13,099
)
    
(6,958
)
Fair value change of warrant liability
    
8,376
      
9,766
  
Finance expenses, net
     (10 )     (10 )
Foreign exchange (losses) / gains, net
    
(17
)
    
24
  
Other (expenses) / income, net
    
(3
)
    
84
  
Income / (loss) before income tax
    
(4,753
)
    
2,906
  
Income taxes
    
657
      
-
  
Net income / (loss)
  
$
(4,096
)
  
$
2,906
  
Net income / (loss) per share
                
Basic income / (loss) per share
    
(0.08
)
    
0.08
  
Basic weighted average number of shares
    
51,253,591
       37,769,554  
Diluted income / (loss) per share
    
(0.08
)
    
0.07
  
Diluted weighted average number of shares
    
51,253,591
      
40,987,346
  

See accompanying notes to unaudited condensed consolidated financial statements.

4
Table of Contents
ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME / (LOSS)

(Amounts in thousands)

 
Three months ended March 31,
(Unaudited)
  
   
2022
    
2021
  
Net income / (loss)
  
$
(4,096
)
  
$
2,906
Other comprehensive income / (loss):
                
Foreign currency translation adjustment
    
(418
)
    
19
Total other comprehensive income / (loss)
    
(418
)
    
19
Total comprehensive income / (loss)
  
$
(4,514
)
  
$
2,925

See accompanying notes to unaudited condensed consolidated financial statements.

5
Table of Contents
ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)

(Amounts in thousands, except share amounts)

   
Three Months Ended March 31, 2022
  
   
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'
Equity
  
 
                                                            
Balance as of December 31, 2021
    
-
    
$
-
      
-
    
$
-
      
51,253,591
    
$
5
    
$
164,894
    
$
(33,425
)
  
$
(1,273
)
  
$
130,201
  
Stock based compensation expense (Unaudited)
    
-
      
-
      
-
      
-
      
-
      
-
      
2,861
      
-
      
-
      
2,861
  
Net loss (Unaudited)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(4,096
)
    
-
      
(4,096
)
Other comprehensive loss (Unaudited)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
(418
)
    
(418
)
Balance as of March 31, 2022 (Unaudited)
    
-
    
$
-
      
-
    
$
-
      
51,253,591
    
$
5
    
$
167,755
    
$
(37,521
)
  
$
(1,691
)
  
$
128,548
  

See accompanying notes to unaudited condensed consolidated financial statements

6
Table of Contents
    Three Months Ended March 31, 2021  
   
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, 2020
    
844,037
    
$
1
      
2,095,592
    
$
1
      
3,017,057
    
$
3
    
$
10,991
    
$
(12,902
)
  
$
112
    
$
(1,794
)
Retroactive application of recapitalization (Unaudited)     (844,037 )     (1 )     (2,095,592 )     (1 )     22,016,341       (1 )     3       -       -       -  
Adjusted balance, beginning of period (Unaudited)*
    
-
      
-
      
-
      
-
      
25,033,398
      
2
      
10,994
      
(12,902
)
    
112
      
(1,794
)
Business combination and PIPE financing (Unaudited)
    
-
      
-
      
-
      
-
      
21,072,549
      
2
      
107,575
      
-
      
-
      
107,577
  
Net income (Unaudited)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
2,906
      
-
      
2,906
  
Other comprehensive income (Unaudited)
    
-
      
-
      
-
      
-
      
-
      
-
      
-
      
-
      
19
      
19
  
Balance as of March 31, 2021 (Unaudited)
    
-
    
$
-
      
-
    
$
-
      
46,105,947
    
$
4
    
$
118,569
    
$
(9,996
)
  
$
131
    
$
108,708
  

*
The amounts have been retroactively restated to give effect to the recapitalization transaction.

See accompanying notes to unaudited condensed consolidated financial statements

7
Table of Contents
ADVENT TECHNOLOGIES HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

   
Three months ended March 31,
(Unaudited)
  
   
2022
    
2021
  
Net Cash used in Operating Activities
  
$
(19,311
)
  
$
(12,196
)
                 
Cash Flows from Investing Activities:
                
Proceeds from sale of property and equipment
     0
       -
  
Purchases of property and equipment
    
(950
)
    
(77
)
Purchases of intangible assets
     (13 )     -
  
Advances for the acquisition of property and equipment
     (50 )     -
  
Acquisition of subsidiaries, net of cash acquired
    
-
      
(3,976
)
Receipt of government grants
     3
       -
  
Net Cash used in Investing Activities
  
$
(1,010
)
  
$
(4,053
)
                 
Cash Flows from Financing Activities:
                
Business Combination and PIPE financing, net of issuance costs paid
    
-
      
140,693
  
Net Cash provided by Financing Activities
  
$
-
    
$
140,693
  
                 
Net increase / (decrease) in cash and cash equivalents
  
$
(20,321
)
  
$
124,444
  
Effect of exchange rate changes on cash and cash equivalents
    
(161
)
    
15
  
Cash and cash equivalents at the beginning of the period
    
79,764
      
516
  
Cash and cash equivalents at the end of the period
  
$
59,282
    
$
124,975
  
                 
Supplemental Cash Flow Information                
Cash activities                
Interest paid   $ 6     $ -  
Non-cash Investing and Financing Activities:
                
Stock-based compensation
   $ 2,861     $ -  

See accompanying notes to unaudited condensed consolidated financial statements.

8
ADVENT TECHNOLOGIES HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
1.
Basis of presentation
 
Overview
 
On February 4, 2021 (“Closing Date”), AMCI Acquisition Corp. (“AMCI”), consummated the previously announced business combination (the “Business Combination”) pursuant to that certain merger agreement (the “Agreement and Plan of Merger”), dated October 12, 2020, by and among AMCI, AMCI Merger Sub Corp., a Delaware corporation and newly formed wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC (the “Sponsor”), solely in the capacity as the representative from and after the effective time of the Business Combination for the stockholders of AMCI (the “Purchaser Representative”), Advent Technologies, Inc., a Delaware corporation (“Legacy Advent”), and Vassilios Gregoriou, solely in his capacity as the representative from and after the effective time for the Legacy Advent stockholders (the “Seller Representative”), as amended by Amendment No. 1 and Amendment No. 2 to the Agreement and Plan of Merger, dated as of October 19, 2020 and December 31, 2020, respectively, by and among AMCI, Merger Sub, Sponsor, Legacy Advent, and Seller Representative. In connection with the closing of the Business Combination (the “Closing”), AMCI acquired 100% of the stock of Legacy Advent (as it existed immediately prior to the Closing) and its subsidiaries.
 
On the Closing Date, and in connection with the closing of the Business Combination, AMCI changed its name to Advent Technologies Holdings, Inc. (the "Company" or "Advent"). Legacy Advent was deemed the accounting acquirer in the Business Combination based on an analysis of the criteria outlined in Accounting Standards Codification ("ASC") 805. This determination was primarily based on Legacy Advent's stockholders prior to the Business Combination having a majority of the voting interests in the combined company, Legacy Advent's operations comprising the ongoing operations of the combined company, Legacy Advent's board of directors comprising a majority of the board of directors of the combined company, and Legacy Advent's senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with no goodwill or other intangible assets recorded.
 
While AMCI was the legal acquirer in the Business Combination, because Legacy Advent was deemed the accounting acquirer, the historical financial statements of Legacy Advent became the historical financial statements of the combined company, upon the consummation of the Business Combination. As a result, the consolidated financial statements included in this report reflect (i) the historical operating results of Legacy Advent prior to the Business Combination; (ii) the results of the Company (combined results of AMCI and Legacy Advent) following the closing of the Business Combination; (iii) the assets and liabilities of Legacy Advent at their historical cost; and (iv) Company’s equity structure for all periods presented.
 
In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparative periods up to the Closing Date, to reflect the number of shares of the Company's common stock, $0.0001 par value per share, issued to Legacy Advent's stockholders in connection with the recapitalization transaction. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Advent Preferred Stock (“Preferred Series A” and “Preferred Series Seed”) and Legacy Advent common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio established in the Business Combination Agreement. Activity within the statement of changes in stockholders' equity / (deficit) for the issuances of Legacy Advent's Preferred Stock, were also retroactively converted to Legacy Advent common stock (Note 3).
 
On February 18, 2021, Advent Technologies, Inc. entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. (“Seller”) and UltraCell, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“UltraCell”) (the “UltraCell Purchase Agreement”). See Note 3 “Business Combination” for additional  information.

UltraCell LLC was renamed to Advent Technologies LLC following its acquisition by the Company.

9
On June 25, 2021, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”), with F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”) to acquire (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES”) together with certain outstanding shareholder loan receivables. See Note 3 “Business Combination” for additional information.

SerEnergy A/S and FES were renamed to Advent Technologies A/S and Advent Technologies GmbH, respectively, following their acquisition by the Company.

Advent Technologies Holdings, Inc. and its subsidiaries (collectively referred to as “Advent”, the “Company,” we,” “us” and “our”) is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. To date, Advent’s principal operations have been to develop and manufacture Membrane Electrode Assembly (MEA) and to design fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets.

Advent has its headquarters in Boston, Massachusetts, a product development facility in Livermore, California, and production facilities in Greece, Denmark, and Germany and sales and warehousing facilities in the Philippines.

The unaudited condensed consolidated financial statements of the Company have been prepared to reflect the consolidation of the companies listed below:

Company Name
Country of
Incorporation
Ownership Interest
Statements of Operations
Direct
Indirect
2022
2021
Advent Technologies, Inc.
USA
100%
-
01/01 – 3/31
01/01 – 3/31
Advent Technologies S.A.
Greece
100%
-
01/01 – 3/31
01/01 – 3/31
Advent Technologies LLC
USA
-
100%
01/01 – 3/31
02/19 – 3/31
Advent Technologies GmbH
Germany
100%
-
01/01 – 3/31
-
Advent Technologies A/S
Denmark
100%
-
01/01 – 3/31
-
Advent Green Energy Philippines, Inc
Philippines
-
100%
01/01 – 3/31
-
 
Unaudited Condensed Consolidated Financial Statements
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The unaudited financial information reflects, in the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company's financial position, results of operations and cash flows for the periods indicated. The results reported for the interim period presented are not necessarily indicative of results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's audited consolidated financial statements as of and for the year ended December 31, 2021, included in the Annual Report on Form 10-K filed with the SEC on March 31, 2022.
 
The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated.
  
Share and per share amounts are presented on a post-conversion basis for all periods presented, unless otherwise specified.
 
10
Going Concern
 
The unaudited condensed consolidated financial statements have been prepared by management, assuming that the Company will continue as a going concern and accordingly, these financial statements do not include any adjustments that may result in the event the Company is unable to continue as a going concern.
 
The management of the Company assesses the Company’s ability to continue as a going concern at each period end. The assessment evaluates whether there are conditions that give rise to substantial doubt to continue as a going concern within one year from the consolidated financial statements issuance date, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The management examines closely its operating results and its cash position and makes adjustments to its cash flow forecasts where necessary.

Beginning in March 2020, the coronavirus (“COVID-19”) pandemic and the measures imposed to contain this pandemic have affected business and economic activity around the world. Since the COVID-19 outbreak, the Company has been closely monitoring and adopting all necessary measures to protect its employees and partners and to minimize as much as possible the business disruption caused by the pandemic. During 2021 and 2022, as a result of the mass vaccination schemes initiated around the world, the restrictive measures imposed by the governments began to be gradually lifted and the worldwide restrictions to mobility were relaxed, leading to increased economic activity and improved global macro-economic indicators.
 
Management is closely monitoring the developments around COVID‐19 and is constantly assessing its implications on the Company’s productivity, results of operations and financial position. At this stage, the Company maintains a strong financial position with its cash and cash equivalents amounting to $59.3 million. Additionally, as of March 31, 2022, the Company reported a positive working capital of $68.2 million.

As of the date of this Quarterly Report on Form 10-Q, the Company’s existing cash resources are sufficient to support planned operations for the next 12 months. As a result, management believes that the Company's existing financial resources are sufficient to continue operating activities for at least one year past the issuance date of the consolidated financial statements.

2.
Summary of Significant Accounting Policies

There have been no significant changes from the significant accounting policies disclosed in Note 2 of the “Notes to Consolidated Financial Statements” included in the Annual Report Form 10-K filed with the SEC on March 31, 2022. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”). As an emerging growth company (“EGC”), the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC. The Company did not apply any new accounting policies during the three-month period ended March 31, 2022 other than those noted within Recent Accounting Pronouncements (included in Note 2).

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. On an on-going basis, management evaluates the estimates and judgments, including those related to the selection of useful lives for tangible assets, expected future cash flows from long-lived assets to support impairment tests, the carrying value of goodwill, provisions necessary for accounts receivables and inventory write downs, provisions for legal disputes, and contingencies. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates under different assumptions and/or conditions.
Fair Value Measurements

The Company follows the accounting guidance in ASC 820 for its fair value measurements of financial assets and liabilities measured at fair value on a recurring basis. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

The accounting guidance requires fair value measurements be classified and disclosed in one of the following three categories:


 •
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.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Warrant Liability

As a result of the Business Combination, the Company assumed a warrant liability (the "Warrant Liability") related to previously issued 3,940,278 warrants, each exercisable to purchase one share of common stock at an exercise price of $11.50 per share, originally sold to AMCI Sponsor LLC (the “Sponsor”) in a private placement consummated in connection with AMCI’s initial public offering (the “Private Placement Warrants”) and the 400,000 warrants, each exercisable to purchase one share of common stock at an exercise price of $11.50 per share, converted from the Sponsor’s non-interest bearing loan to the Company of $400,000 in connection with the closing of the Business Combination (the “Working Capital Warrants”) (Note 13). The Private Placement Warrants and the Working Capital Warrants have substantially the same terms as the 22,029,279 warrants, each exercisable to purchase one share of common stock at an exercise price of $11.50 per share, issued by AMCI in its initial public offering (the “Public Warrants”).

The following tables summarize the fair value of the Company’s liabilities measured at fair value on a recurring basis as of March 31, 2022 and December 31, 2021.

   
As of March 31, 2022 (unaudited)
  
(Amounts in thousands)
  
Fair Value
    
Unobservable Inputs
(Level 3)
  
Liabilities
            
Warrant liability
  
$
1,997
    
$
1,997
  
 
  
$
1,997
    
$
1,997
  

12
   
As of December 31, 2021
  
(Amounts in thousands)
  
Fair Value
    
Unobservable Inputs
(Level 3)
  
Liabilities
            
Warrant liability
  
$
10,373
    
$
10,373
  
 
  
$
10,373
    
$
10,373
  

As of March 31, 2022 and December 31, 2021, the Company did not hold any assets measured at fair value on a recurring basis.

The carrying amounts of the Company's remaining financial instruments reflected on the unaudited condensed consolidated balance sheets and which consist of cash and cash equivalents, accounts receivables, net, other current assets, trade and other payables, and other current liabilities, approximate their respective fair values due to their short-term nature.

Changes in the fair value of Level 3 liabilities for the three months ended March 31, 2022 and 2021 were as follows:

       Warrant Liability



 (Amounts in thousands)
  
For the Three
Months Ended
March 31, 2022
(unaudited)
    
For the Three
Months Ended
March 31, 2021
(unaudited)
  
Estimated fair value (beginning of period)
  
$
10,373
     $ -  
Estimated fair value of warrant issuance     -       33,116  
Change in estimated fair value
    
(8,376
)
     (9,766 )
Estimated fair value (end of period)
  
$
1,997
     $ 23,350  

The Warrant Liability is remeasured to its fair value at each reporting period and upon settlement. The change in fair value is recognized in “Fair value change of warrant liability” on the unaudited condensed consolidated statements of operations.

The estimated fair value of the Private Placement Warrants and the Working Capital Warrants (each as defined below) is determined using Level 3 inputs by using the Black-Scholes model. The application of the Black-Scholes model requires the use of a number of inputs and significant assumptions including volatility. Significant judgment is required in determining the expected volatility of our common stock. Due to the limited history of trading of our common stock, we determined expected volatility based on a peer group of publicly traded companies.

The following table provides quantitative information regarding Level 3 fair value measurement inputs as of their measurement date March 31, 2022:

Stock price
  
$
2.32
  
Exercise price (strike price)
  
$
11.50
  
Risk-free interest rate
    
2.41
%
Volatility
    
73.70
%
Remaining term (in years)
     3.84
  

The Company performs routine procedures such as comparing prices obtained from independent source to ensure that appropriate fair values are recorded.
13

Recent Accounting Pronouncements

Recently issued accounting pronouncements adopted during the year:

In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. In July 2018, ASU 2018-10, Codification Improvements to Topic 842, Leases, was issued to provide more detailed guidance and additional clarification for implementing ASU 2016-02. Furthermore, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provides an optional transition method in addition to the existing modified retrospective transition method by allowing a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. Additionally, ASU 2019-01, Codification Improvements to Topic 842, Leases and ASU 2020-02, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842), provided additional clarifications for implementing ASU 2016.02.  The new lease standard was originally effective for private entities on January 1, 2021, with early adoption permitted. Following the issuance of ASU 2020-05, Effective Dates for Certain Entities (Topic 842), the effective date of Leases was deferred for private entities (the “all other” category) to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application continues to be permitted which means that an entity may choose to implement Leases before those deferred effective dates.

The Company has elected to defer the presentation of the adoption in accordance with the guidance for private entities.  When the Company presents the adoption of the new lease standard it will be using the modified retrospective method and will present the adoption as of January 1, 2022. The Company expects this standard will have a material effect on its consolidated balance sheets with the recognition of new right-of-use assets and lease liabilities for all operating leases longer than one year in duration. Upon adoption, the Company estimates both assets and liabilities on the condensed consolidated balance sheet will increase by approximately $15.8 million. The Company does not expect the adoption to have a significant impact upon its consolidated statements of operations and cash flows. Changes in lease population or changes in incremental borrowing rates may alter this estimate. The Company will expand the consolidated financial statement disclosures upon adoption of this standard.

In November 2021, the FASB issued ASU 2021-10 “Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance.” This ASU will improve the transparency of government assistance received by most business entities by requiring the disclosure of: (1) the types of government assistance received; (2) the accounting for such assistance; and, (3) the effect of the assistance on a business entity’s financial statements. ASU 2021-10 is effective for financial statements issued for annual periods beginning after December 15, 2021, with early application permitted. This ASU is applicable to the Company's fiscal year 2022 Form 10-K. The Company is currently evaluating the impact of this update on the Company’s consolidated financial statements and related disclosures.

Recently issued accounting pronouncements not yet adopted:

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which, amends the requirement on the measurement and recognition of expected credit losses for financial assets held. Furthermore, amendments, ASU 2019-10 and ASU 2019-11 provided additional clarification for implementing ASU 2016-13. ASU 2016-13 is effective for the Company beginning January 1, 2023, with early adoption permitted. The Company is currently in the process of evaluating the effect of this guidance on the consolidated financial statements.

3.
Business Combination

(a)
AMCI Acquisition Corp.
 
As detailed in Note 1 on February 4, 2021, the Company and AMCI consummated the Business Combination pursuant to the terms of the merger agreement, with Legacy Advent  surviving the merger as a wholly-owned subsidiary of AMCI. Immediately prior to the closing of the Business Combination, all shares of outstanding preferred stock Series A and preferred stock Series Seed of Legacy Advent were automatically converted into shares of the Legacy Advent's common stock. Upon the consummation of the Business Combination, each share of Legacy Advent common stock issued and outstanding was canceled and converted into the right to receive the amount of shares as determined based on the merger consideration of $250 million minus the estimated consolidated indebtedness of Legacy Advent and its subsidiaries as of the consummation of the Business Combination, net of their estimated consolidated cash and cash equivalents (“Closing Net Indebtedness”) divided by $10.00. The Closing Net Indebtedness was based solely on estimates determined shortly prior to the closing and was not subject to any post-closing true-up or adjustment.
Upon the closing of the Business Combination, AMCI's certificate of incorporation was amended and restated to, among other things, authorize the issuance of 111,000,000 shares, of which 110,000,000 shares are shares of common stock, par value $0.0001 per share and 1,000,000 shares are shares of undesignated preferred stock, par value $0.0001 per share.
 
In connection with the execution of the Business Combination Agreement, AMCI entered into separate subscription agreements (each, a "Subscription Agreement") with a number of investors (each a "Subscriber"), pursuant to which the Subscribers agreed to purchase, and AMCI agreed to sell to the Subscribers, an aggregate of 6,500,000 shares of common stock (the "PIPE Shares"), for a purchase price of $10.00 per share and an aggregate purchase price of $65.0 million, in a private placement pursuant to the subscription agreements (the "PIPE"). The PIPE investment closed simultaneously with the consummation of the Business Combination.
 
The Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, AMCI was treated as the "acquired" company for financial reporting purposes. See Note 1 "Basis of Presentation" in the accompanying consolidated financial statements for further details. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. The net assets of AMCI are stated at historical cost, with no goodwill or other intangible assets recorded.
 
The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity for the three months ended March 31, 2021:

 (Amounts in thousands)
  
Recapitalization
  
Cash- AMCI’s trust and cash (net of redemptions)
  
$
93,311
  
Cash – PIPE plus interest
    
65,000
  
Less transaction costs and advisory fees paid
    
(17,620
)
Less non-cash warrant liability assumed
     (33,116 )
Net Business Combination and PIPE financing
  
$
107,575
  

The number of shares of common stock issued immediately following the consummation of the Business Combination:

   
Recapitalization
  
Class A Common 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
  

(b)
UltraCell, LLC
 
On February 18, 2021 (the “acquisition date”), pursuant to the terms and conditions of the UltraCell Purchase Agreement, the Company acquired 100% of the issued and outstanding membership units of UltraCell from Bren-Tronics, Inc. The results of UltraCell’s operations have been included in the consolidated financial statements since the acquisition date.
The Company has assessed provisions in ASC 805 and concluded that the UltraCell acquisition should be accounted as an acquisition of a business. The Company evaluated whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets and concluded that it is not. Since the “substantially all” threshold is not met, the Company further assessed whether the set acquired includes an input and a substantive process that together significantly contribute to the ability to create outputs. Following its assessment, the Company concluded that the minimum requirements to define UltraCell as a business are met.

UltraCell is an entity specialized in lightweight fuel cells for the portable power market with mature products and cutting-edge technology.

The acquisition consideration transferred totaled $6.0 million, of which $4.0 million was cash and $2.0 million was the fair value of the contingent consideration. The contingent consideration arrangement required the Company to pay $2.0 million of additional cash to UltraCell’s former holders of membership interests, if UltraCell entered into certain customer arrangements for sales of products prior to June 30, 2021. On April 16, 2021, Advent paid the additional consideration based on UltraCell achieving completion of the terms of the contingent consideration.
 
Assets and liabilities at acquisition

The assets acquired and liabilities assumed at the date of acquisition were as follows (amounts in thousands):

Current assets
      
Cash and cash equivalents
  
$
78
  
Other current assets
    
658
  
Total current assets
  
$
736
  
Non-current assets
    
9
  
Total assets
  
$
745
  
         
Current liabilities
    
110
  
Non-current liabilities
    
-
  
Total liabilities
  
$
110
  
         
Net assets acquired
  
$
635
  

Goodwill arising on acquisition

Cost of investment
  
$
6,000
  
Net assets value
    
635
  
Consideration to be allocated
  
$
5,365
  
Fair value adjustment - New intangibles
        
     Trade name "UltraCell"
    
406
  
     Patented technology
    
4,328
  
Total intangibles acquired
  
$
4,734
  
Remaining Goodwill
  
$
631
  

The fair value of the assets acquired, and liabilities assumed was based on a Purchase Price Allocation of UltraCell LLC conducted by an independent third party. The intangible assets recognized are the Trade Name “UltraCell” and the Patented Technology. The fair value measurement of the intangible assets has been performed by applying a combination of market, cost and income approach methods. The Trade Name was valued with the Relief-from-royalty method, which combines market & income approaches. The royalty rate used for the valuation of the Trade Name was 1.3%, which was determined from the market using databases from completed transactions at a global level while the discount rate used was 12.6%. The Patented Technology was valued with the multi period excess earnings method, which is an income approach. The discount rate used for the valuation of the Patented Technology was 11.6%. The Trade Name has an indefinite useful life while the Patented Technology has a useful life of 10 years.
Included in goodwill is the value of assembled workforce, which under FASB ASC topic 805, does not meet either the contractual-legal or the separability criterion in order to be separately valued as an intangible asset. As part of the acquisition, the Company acquired fully trained personnel thereby avoiding the expenditure that would have been required to hire and train equivalent personnel. Therefore, the assemblage cost avoided method was considered the most appropriate method for the valuation of the assembled workforce. The assembled workforce was valued at $0.19 million and has been included in goodwill.

Goodwill is not expected to be deductible for tax purposes.

(c)
Acquisition of SerEnergy and FES

Effective on August 31, 2021, pursuant to the previously announced Share Purchase Agreement (the “Purchase Agreement”), dated as of June 25, 2021, by and between the Company and F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”), the Company acquired (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES”) together with certain outstanding shareholder loan receivables. The shareholder loans became intercompany at closing and were eliminated in consolidation.

The Company has assessed provisions in ASC 805 and concluded that the SerEnergy and FES acquisition should be accounted as an acquisition of a business. The Company evaluated whether substantially all the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets and concluded that it is not. Since the “substantially all” threshold is not met, the Company further assessed whether the set acquired includes an input and a substantive process that together significantly contribute to the ability to create outputs. Following its assessment, the Company concluded that the minimum requirements to define SerEnergy and FES as a business are met.

The results of the SerEnergy’s and FES’s operations have been included in the consolidated financial statements since the acquisition date.

Pursuant to the Purchase Agreement, the Company acquired SerEnergy and FES, the fuel cell systems business of fischer Group. SerEnergy is a leading manufacturer of high-temperature polymer electrolyte membrane HT-PEM fuel cells and operates facilities in Aalborg, Denmark and in Manila, Philippines. FES operates in Achern, Germany and provides fuel-cell stack assembly and testing as well as the production of critical fuel cell components, including membrane electrode assemblies, bipolar plates and reformers.

As consideration for the transactions contemplated by the Purchase Agreement, the Company paid to the Seller $17.9 million (€15 million) in cash and on August 31, 2021, the Company issued to the Seller 5,124,846 shares of Common Stock of the Company (the “Share Consideration”). The Share Consideration was capped to shares representing 9.999% of the Company’s Common Stock outstanding as of the completion (taking into account the common stock issued as Share Consideration, the “Cap”). An additional amount of $4.4 million, representing cash on the balance sheet of the acquired businesses at closing, will be paid to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES and is included in “Other current liabilities” (Note 12).

17
Assets and liabilities at acquisition

The assets acquired and liabilities assumed at the date of acquisition were as follows (amounts in thousands):

Current assets
      
Cash and cash equivalents
  
$
4,367
  
Other current assets
    
10,252
  
Total current assets
  
$
14,619
  
Non-current assets
    
5,388
  
Total assets
  
$
20,007
  
         
Current liabilities
    
5,800
  
Non-current liabilities
    
1,180
  
Total liabilities
  
$
6,980
  
         
Net assets acquired
  
$
13,027
  

Goodwill arising on acquisition

Cost of investment
      
Cash consideration
  
$
22,236
  
Share consideration
    
37,924
  
Total cost of investment
    
60,160
  
Less: Net assets value
    
13,027
  
Original excess purchase price
  
$
47,133
  
Fair value adjustments
        
     Real Property
    
76
  
New intangibles:
        
     Patents
    
16,893
  
     Process know-how (IPR&D)
    
2,612
  
     Order backlog
    
266
  
Total intangibles acquired
  
$
19,771
  
Deferred tax liability arising from the recognition of intangibles and real property valuation
    
(5,452
)
Deferred tax assets on tax losses carried forward
    
3,339
  
Remaining Goodwill
  
$
29,399
  

The fair value of the assets acquired, and liabilities assumed was based on a Purchase Price Allocation of SerEnergy and FES conducted by an independent third party.

The acquired businesses specialize in the manufacturing of hydrogen fuel cell systems and align with Advent’s ability to provide clean power in the stationary, remote, portable and off-grid markets under the “Any Fuel. Anywhere.” value proposition. The Company’s ability to deliver hydrogen through liquid fuels allows it to have immediate market opportunity today, without having to wait for the global hydrogen infrastructure to develop. The acquisitions also accelerate the Company’s strategy to cover the full vertical supply chain with its products and puts the Company in a competitive position to deliver reliable, efficient and cost-effective fuel cell systems with a new product portfolio of the latest high temperature-PEM fuel cells covering a range of 25W to 90kW systems. The acquisitions also make Advent a leading manufacturer of high temperature fuel cells across Europe and Asia. Expanding the business in Europe and Asia is a strategic move and allows the Company to have well-placed production capabilities and market penetration.
Included in goodwill is the value of assembled workforce, which under FASB ASC topic 805, does not meet either the contractual-legal or the separability criterion in order to be separately valued as an intangible asset. As part of the acquisition, the Company acquired fully trained personnel thereby avoiding the expenditure that would have been required to hire and train equivalent personnel. The assembled workforce included in goodwill was valued at $2.4 million applying the cost approach.

Goodwill is not expected to be deductible for tax purposes.

Intangible assets
The intangible assets recognized on the acquisition of SerEnergy and FES are as follows:

Patents
Two groups of patents are assumed to be the most significant drivers of future cash flows. The patents relate to improvements in gaskets, bipolar plates and cooling plates for fuel cells. The fair value of patents was determined by applying the multi-period excess earnings method which is an income approach. The discount rate used for the valuation of patents was 7.2%. Patents are amortized over 10 years since management assumes, that these groups of patents will continue to drive cash flows for 10 years, after which new patents will be of more relevance.

Process know-how (IPR&D)
SerEnergy and FES are currently developing cost reduction initiatives (unpatented know-how) related to membrane electrode assembly, bipolar plates, gaskets, burner/reformer and electronics. This IPR&D is evaluated as a significant asset for the business as it will allow significant cost reduction leading to higher profits in the future. These cost reductions are expected to be introduced beginning in 2022. The multi-period excess earnings method was applied to calculate the fair value of this asset. The discount rate used for the valuation of IPR&D was 10.1%. IPR&D is amortized over its useful life of 6 years, being the average timespan of a generation of fuel cell modules.

Order backlogs
Order backlogs recognized are in respect of two main customers of SerEnergy. The assessment of this asset was based on the total amount of order backlog attributable to these customers. The fair value was determined applying the income approach. Resulting cash flows after tax were discounted to present value by a minimal discount rate as the backlog’s timespan is less than a year.

4.
Related party disclosures

Balances with related parties

The were no outstanding balances with related parties as of March 31, 2022 and December 31, 2021.

Transactions with related parties

Related parties’ transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by related parties.

The Company executives, Vassilios Gregoriou, Christos Kaskavelis, Emory Sayre De Castro, James Coffey and former Chief Financial Officer, William Hunter, each received a signing bonus and transaction bonus upon the consummation of the merger in an aggregate amount of $5.6 million, which is included in administrative and selling expenses in the statement of operations for the three months ended March 31, 2021.

19
5.
Accounts receivable, net

Accounts receivable consist of the following:

(Amounts in thousands)
  
March 31, 2022 (unaudited)
    
December 31, 2021
  
Accounts receivable from third party customers
  
$
3,208
    
$
3,550
  
Less: Allowance for credit losses
    
(402
)
    
(411
)
Accounts receivable, net
  
$
2,806
    
$
3,139
  

For the three months ended March 31, 2022 and 2021, changes in the allowance for credit losses were as follows:

(Amounts in thousands)
  
For the three months ended March, 31, 2022
(unaudited)
    
For the three months ended March, 31, 2021
(unaudited)
  
Balance at beginning of period
  
$
(411
)
  
$
-
  
Exchange differences
    
9
      
-
  
Balance at end of period
  
$
(402
)
  
$
-
  

6.
Inventories

Inventories consist of the following:

 (Amounts in thousands)  
March 31, 2022
(unaudited)
    
December 31,
2021
  
Raw materials and supplies
  
$
6,738
    
$
5,361
  
Work-in-process     561       757  
Finished goods     1,959       888  
Total   $ 9,258     $ 7,006  
Provision for slow moving inventory     (47 )     (48 )
Total
  
$
9,211
    
$
6,958
  

The changes in the provision for slow moving inventory is as follows:

(Amounts in thousands)
  
For the Three
Months Ended
March 31, 2022 (unaudited)
    
For the Three Months Ended
March 31, 2021 (unaudited)
  
Balance at beginning of period
  
$
(48
)
  
$
-
  
Exchange differences
    
1
      
-
  
Balance at end of period
  
$
(47
)
  
$
-
  

20
7.
Prepaid expenses and other current assets


Prepaid expenses are analyzed as follows:


(Amounts in thousands)
  
March 31, 2022 (unaudited)
    
December 31, 2021
  
Prepaid insurance expenses
  
$
2,321
    
$
355
  
Prepaid research expenses
    
487
      
495
  
Prepaid rent expenses
    
45
      
99
  
Other prepaid expenses
    
305
      
191
  
Total
  
$
3,158
    
$
1,140
  



Prepaid insurance expenses as of March 31, 2022 and December 31, 2021 mainly include prepayments to insurers for directors’ and officers’ insurance services for liabilities that may arise in their capacity as directors and officers of a public entity.



Prepaid research expenses as of March 31, 2022 and December 31, 2021 mainly relate to prepayments for expenses under the Cooperative Research and Development Agreement as discussed in Note 17.


Other current assets are analyzed as follows:

(Amounts in thousands)
  
March 31, 2022
(unaudited)
    
December 31, 2021
  
VAT receivable
  
$
966
    
$
981
  
Withholding tax
     335       108  
Grant receivable
    
662
      
510
  
Purchases under receipt
     229       274  
Guarantees
     42       24  
Other receivables
    
4,843
      
2,836
  
Total
  
$
7,077
    
$
4,733
  

On March 8, 2021, the Company entered into a lease agreement for 21,401 square feet for use as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of the lease, the Company will be reimbursed by the lessor for up to $7.7 million of expenses related to the design and construction of the Company’s workspace. As of March 31, 2022 and December 31, 2021, other receivables include an amount of $4.6 million and $2.6 million, respectively, relating to the expenses reimbursable by the lessor.

8.  Goodwill and Intangible Assets

Goodwill

As of March 31, 2022 and December 31, 2021, the Company had goodwill of $30.0 million related to the acquisitions of UltraCell, SerEnergy, and FES, which is analyzed as follows:

  (Amounts in thousands)
      
Goodwill on acquisition of UltraCell (Note 3b)
  
$
631
  
Goodwill on acquisition of SerEnergy and FES (Note 3c)
    
29,399
  
Total goodwill
  
$
30,030
  

21
Intangible Assets

Information regarding our intangible assets, including assets recognized from our acquisitions, as of March 31, 2022 and December 31, 2021 is as follows:


   
As of March 31, 2022 (unaudited)
  
  (Amounts in thousands)
  
Gross Carrying Amount
    
Accumulated Amortization
    
Net Carrying Amount
  
Indefinite-lived intangible assets:
                  
Trade name "UltraCell"
  
$
406
    
$
-
    
$
406
  
Total indefinite-lived intangible assets
  
$
406
    
$
-
    
$
406
  
Finite-lived intangible assets:
                        
Patents
    
21,221
      
(1,468
)
    
19,753
  
Process know-how (IPR&D)
    
2,612
      
(254
)
    
2,358
  
Order backlog
    
266
      
(155
)
    
111
  
Software
    
132
      
(103
)
    
29
  
Total finite-lived intangible assets
  
$
24,231
    
$
(1,980
)
  
$
22,251
  
Total intangible assets
  
$
24,637
    
$
(1,980
)
  
$
22,657
  

   
As of December 31, 2021
  
  (Amounts in thousands)
  
Gross Carrying Amount
    
Accumulated Amortization
    
Net Carrying Amount
  
Indefinite-lived intangible assets:
                  
Trade name "UltraCell"
  
$
406
    
$
-
    
$
406
  
Total indefinite-lived intangible assets
  
$
406
    
$
-
    
$
406
  
Finite-lived intangible assets:
                        
Patents
    
21,221
      
(945
)
    
20,276
  
Process know-how (IPR&D)
    
2,612
      
(147
)
    
2,465
  
Order backlog
    
266
      
(90
)
    
176
  
Software
    
122
      
(101
)
    
21
  
Total finite-lived intangible assets
  
$
24,221
    
$
(1,283
)
  
$
22,938
  
Total intangible assets
  
$
24,627
    
$
(1,283
)
  
$
23,344
  


The Company did not record any additions to indefinite-lived intangible assets in the three months ended March 31, 2022. In the three months ended March 31, 2021, the Company recorded indefinite-lived intangible assets of $0.4 million related to the trade name UltraCell.

In 2021, the Company also recorded $22.9 million (net carrying amount) of amortizing intangible assets, most of which were in connection with the Company’s acquisitions of UltraCell, SerEnergy, and FES.  In the three months ended March 31, 2022, the Company recorded $0.0 million of amortizing intangible assets.  In the three months ended March 31, 2021, the Company recorded $4.3 million of amortizing intangible assets related to the acquisition of UltraCell.   The amortizing intangible assets consist of patents, process know-how (IPR&D), order backlogs, and software which are amortized over 10 years, 6 years, 1 year, and 5 years respectively. The amortization expense for the intangible assets for the three months ended March 31, 2022 and 2021 was $0.7 million and $0.2 million, respectively.

22
Amortization expense is recorded on a straight-line basis.  Assuming constant foreign currency exchange rates and no change in the gross carrying amount of the intangible assets, future amortization expense related to the Company's intangible assets subject to amortization as of March 31, 2022 is expected to be as follows:

  (Amounts in thousands)
      
Fiscal Year Ended December 31,
      
2022
  
$
2,032
  
2023
    
2,564
  
2024
    
2,564
  
2025
    
2,564
  
2026
    
2,564
  
Thereafter
    
9,963
  
Total
  
$
22,251
  

9.
Property, plant and equipment, net

Our property, plant and equipment, net, consisted of the following:

  (Amounts in thousands)
  
March 31, 2022
(unaudited)
    
December 31, 2021
  
Land, Buildings & Leasehold Improvements
  
$
1,853
     $
1,888
  
Machinery
    
8,664
      
8,756
  
Equipment
    
4,602
      
4,091
  
Assets under construction
    
720
      
431
  
   
$
15,839
    
$
15,166
  
Less: accumulated depreciation
    
(6,875
)
    
(6,581
)
Total
  
$
8,964
    
$
8,585
  

During the three months ended March 31, 2022, additions to property, plant and equipment of $0.9 million include leasehold improvements, machinery, office and other equipment and assets under construction. During the three-month period ended March 31, 2021, $0.1 million in additions to property and equipment concern machinery, office and other equipment and the remaining additions to the account relate to property and equipment acquired from UltraCell (Note 3).

Assets under construction mainly relate to the design and construction of Company’s leased premises at Hood Park in Charlestown, as discussed in Note 7. Completed assets are transferred to their respective asset classes, and depreciation begins when an asset is ready for its intended use. During the three months ended March 31, 2022, the Company did not transfer assets under construction to machinery and equipment.

Depreciation expense during the three months ended March 31, 2022 and 2021 was $0.4 million and $0.0 million, respectively.

There are no collaterals or other commitments on the Company’s property, plant and equipment.

10.
Other non-current assets

Other non-current assets as of March 31, 2022 and December 31, 2021 are mostly comprised of advances to suppliers for the acquisition of fixed assets of $2.2 million and $2.2 million, respectively, and guarantees paid as a security for the rental of premises of $0.2 million and $0.2 million, respectively.

11.
Trade and other payables

Trade and other payables include balances of suppliers and consulting service providers.  Other payables includes $0.6 million and $1.2 million for executive severance as of March 31, 2022 and December 31, 2021, respectively.

23
12.
Other current liabilities

As of March 31, 2022 and December 31, 2021, other current liabilities consist of the following:

(Amounts in thousands)
  
March 31, 2022 (unaudited)
    
December 31, 2021
  
Accrued expenses (1)
  
$
1,655
    
$
5,903
  
Other short-term payables (2)
    
4,685
      
4,590
  
Taxes and duties payable
    
742
      
1,236
  
Provision for unused vacation
    
588
      
424
  
Accrued provision for warranties, current portion (Note 14)
    
202
      
208
  
Social security funds
    
53
      
84
  
Overtime provision
    
38
      
70
  
Total
  
$
7,963
    
$
12,515
  

(1) Accrued expenses are analyzed as follows:

(Amounts in thousands)
  
March 31, 2022 (unaudited)
    
December 31, 2021
  
Accrued bonus
  
$
-
    
$
3,603
  
Accrued construction fees
    
237
      
1,285
  
Accrued expenses for legal and consulting fees
    
341
      
334
  
Accrued payroll fees
    
387
      
129
  
Other accrued expenses
    
690
      
552
  
Total
  
$
1,655
    
$
5,903
  

Accrued construction fees as of March 31, 2022 and December 31, 2021 relate to accrued fees for the design and construction of the Company’s leased workspace at Hood Park in Charlestown, as discussed in Note 7.  Other accrued expenses mainly consist of accrual of staff expenses and audit fees.

(2) Other short-term payables as of March 31, 2022 and December 31, 2021 include an amount of $4.4 million, which is payable to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES, as discussed in Note 3(c).

13.
Private Placement Warrants and Working Capital Warrants

In connection with the Business Combination, the Company assumed 3,940,278 Private Placement Warrants issued upon AMCI’s initial public offering. In addition, upon the closing of the Business Combination, the working capital loan provided by AMCI’s Sponsor to AMCI was converted into 400,000 Working Capital Warrants, which were also assumed. The terms of the Working Capital Warrants are the same as those of the Private Placement Warrants.

As of December 31, 2021, the Company had 4,340,278 Private Placement Warrants and Working Capital Warrants outstanding. Each Private Placement Warrant and Working Capital Warrant entitles the registered holder to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants expire five years after the closing of the Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants and Working Capital Warrants are identical to the Public Warrants, except that the Private Placement Warrants and Working Capital Warrants and the common stock issuable upon the exercise of those warrants were not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants and Working Capital Warrants are exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If those warrants are held by someone other than the initial purchasers or their permitted transferees, they will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. As of March 31, 2022, the Private Placement Warrants and Working Capital Warrants are held by its initial purchasers.
According to the provisions of the Private Placement Warrants and Working Capital Warrants warrant agreements, the exercise price and number of shares of common stock issuable upon exercise of those warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Private Placement Warrants and Working Capital Warrants are classified as liabilities in accordance with the Company’s evaluation of the provisions of ASC 815- 40-15, which provides that a warrant is not indexed to the issuer’s common stock if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant with a fixed exercise price and fixed number of underlying shares.

14.
Other long-term liabilities

Other long-term liabilities as of March 31, 2022 and December 31, 2021 mainly include an amount of $0.8 million and $0.8 million, respectively, being the non-current portion of a total accrued warranty reserve of $1.0 million and $1.0 million, respectively. We accrue a warranty reserve of 8% of the sale price of the fuel cells sold, typically for 2 years. Warranty reserve is released when repairs or replacements are carried out in relation to items under warranties or when the warranty period for the fuel cell expires. The portion of the warranty reserve expected to be incurred within the next 12 months is included within Other current liabilities (Note 12), while the remaining balance is included within Other long-term liabilities on the unaudited condensed consolidated balance sheet.

15.
Stockholders’ Equity / (Deficit)

Shares Authorized

As of March 31, 2022, the Company had authorized a total of 111,000,000 shares for issuance with 110,000,000 shares designated as common stock, par value $0.0001 per share, and 1,000,000 shares designated as preferred stock, par value $0.0001 per share.

Common Stock

On April 9, 2021, 22,798 shares of common stock were issued in connection with the exercise of public warrants discussed below.

On August 31, 2021, 5,124,846 shares of common stock were issued in connection with the share consideration for the acquisition of SerEnergy and FES discussed in Note 3(c).

As of March 31, 2022 and December 31, 2021, there were 51,253,591 shares of issued and outstanding common stock with a par value of $0.0001 per share.

Public Warrants
 
In connection with the Business Combination, the Company has assumed Public Warrants issued upon AMCI’s initial public offering.

As of December 31, 2020, the Company had 22,052,077 Public Warrants outstanding. Each Public Warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, at any time commencing 30 days after the completion of the Business Combination. The Public Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. During the second quarter of 2021, certain warrant holders exercised their option to purchase an additional 22,798 shares at $11.50 per share. These exercises generated $262,177 additional proceeds to the Company and increased our shares outstanding by 22,798 shares. Following these exercises, as of March 31, 2022, the Company’s Public Warrants amounted to 22,029,279.

25
Once the warrants become exercisable, the Company may redeem the Public Warrants:

–
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.
 
If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. In addition, the warrant agreement provides that in case of a tender offer or exchange that involves 50% or more of the Company’s stockholders, the Public Warrants may be settled in cash, equity securities or other assets depending on the kind and amount received per share by the holders of the common stock in such consolidation or merger that affirmatively make such election.
 
Public Warrants are classified in equity in accordance with the Company’s evaluation of the provisions of ASC 480 and ASC 815. The Company analyzed the terms of the Public Warrants and concluded that there are no terms that provide that the warrant is not indexed to the issuer’s common stock. The Company also analyzed the tender offer provision discussed above and considering that upon the Closing of the Business Combination the Company has a single class of common shares, concluded that the exception discussed in ASC 815-40-25 applies, and thus equity classification is not precluded.

Stock-Based Compensation Plans

2021 Equity Incentive Plan

The Company’s Board of Directors and shareholders previously approved the 2021 Equity Incentive Plan (the “Plan”) to reward certain employees and directors of the Company. The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. The maximum number of shares of common stock that may be delivered in satisfaction of Awards under the Plan is 6,915,892 shares.

Stock Options

Pursuant to and subject to the terms of the Plan the Company entered into separate Stock Option Agreements with each participant according to which each participant is granted an option (the “Stock Option”) to purchase up to a specific number of shares of common stock set forth in each agreement with an exercise price equal to the market price of Company’s common stock at the date of grant. Stock Options have been granted during the three months ended March 31, 2022 are as follows:

   
Number of Shares
    
Strike Price
    
Grant Date Fair Value
  
Granted on March 18, 2022
    
328,167
    
$
2.94
    
$
2.32
  
Total stock options granted in 2022
    
328,167
                  
The following table presents the assumptions used to estimate the fair value of the stock options as of the Grant Date:

   
Assumptions
   
Stock options granted
on March 18, 2022
Expected volatility
  
96.7%
Risk-free rate
  
2.2%
Time to maturity
  
6.25 years

The Stock Options are granted to each participant in connection with their employment with the Company. The Stock Options vest on a graded basis over four years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period for the stock options. The Company has recognized compensation cost of $0.9 million in respect of Stock Options granted, which is included in administrative and selling expenses in the consolidated statement of operations for the three months ended March 31, 2022.  The Company did not recognize compensation costs in respect of Stock Options for the three months ended March 31, 2021. The Company has also a policy of accounting for forfeitures when they occur.

The following table summarizes the activities for our unvested stock options for the three months ended March 31, 2022:

   
Number of options
    
Weighted Average Grant Date Fair Value
  
Unvested as of December 31, 2021
    
2,624,894
    
$
4.88
  
Granted
    
328,167
    
$
2.32
  
Vested
    
(489,875
)
  
$
5.04
  
Forfeited
    
(2,708
)
  
$
4.45
  
Unvested as of March 31, 2022
    
2,460,478
    
$
4.45
  

As of March 31, 2022, there was $10.3 million of unrecognized compensation cost related to unvested stock options. This amount is expected to be recognized over the remaining vesting period of stock options.

Restricted Stock Units

Pursuant to and subject to the terms of the Plan the Company entered into separate Restricted Stock Units (“RSUs”) with each participant. On the grant date of RSUs, the Company grants to each participant a specific number of RSUs as set forth in each agreement, giving each participant the conditional right to receive without payment one share of common stock. The RSUs are granted to each participant in connection with their ongoing employment with the Company. The Company has in place Restricted Stock Unit Agreements that vest within one year and Restricted Stock Unit Agreements that vest on a graded basis over four years. The Company has a policy of recognizing compensation cost on a straight-line basis over the total requisite service period. The Company has recognized compensation cost of $1.9 million in respect of RSUs, which is included in administrative and selling expenses in the consolidated statement of operations for the three months ended March 31, 2022.  The Company did not recognize compensation cost in respect of RSUs for the three months ended March 31, 2021. The Company has also a policy of accounting for forfeitures when they occur.

27
Restricted Stock Units have been granted during the three months ended March 31, 2022 are as follows:

   
Number of Shares
    
Grant Date Fair Value
  
Granted on March 18, 2022
    
328,167
    
$
2.94
  
Total restricted stock units granted in 2022
    
328,167
          

The following table summarizes the activities for our unvested RSUs for the three months ended March 31, 2022:

   
Number of
Shares
    
Weighted Average Grant Date Fair Value
  
Unvested as of December 31, 2021
    
2,702,099
    
$
9.65
  
Granted
    
328,167
    
$
2.94
  
Vested (1)
    
(518,831
)
  
$
10.36
  
Forfeited
    
(22,012
)
  
$
10.00
  
Unvested as of March 31, 2022
    
2,489,423
    
$
8.61
  


(1)
As of March 31, 2022, the shares were not issued and outstanding.

As of March 31, 2022, there was $19.7 million of unrecognized compensation cost related to unvested RSUs. This amount is expected to be recognized over the remaining vesting period of Restricted Stock Unit Agreements.

16.
Revenue

Revenue is analyzed as follows:

   
Three Months Ended March 31,
(unaudited)
  
(Amounts in thousands)
  
2022
    
2021
  
Sales of goods
  
$
676
    
$
1,489
  
Sales of services
    
580
      
-
  
Total revenue from contracts with customers
  
$
1,256
    
$
1,489
  

The timing of revenue recognition is analyzed as follows:

(Amounts in thousands)
  
Three Months Ended March 31,
(unaudited)
  
Timing of revenue recognition
  
2022
    
2021
  
Revenue recognized at a point in time
  
$
1,256
    
$
829
  
Revenue recognized over time
    
-
      
660
  
Total revenue from contracts with customers
  
$
1,256
    
$
1,489
  

As of March 31, 2022 and December 31, 2021, Advent recognized contract assets of $1.1 million and $1.6 million, respectively, on the consolidated balance sheets.

As of March 31, 2022 and December 31, 2021, Advent recognized contract liabilities of $0.6 million and $1.1 million, respectively, in the consolidated balance sheets. During the three months ended March 31, 2022, the Company recognized the amount of $0.1 million in revenues.

28
17.
Collaborative Arrangements

Cooperative Research and Development Agreement

In August 2020, the Company entered into a Cooperative Research and Development Agreement (“CRADA”) with Triad National Security, LLC (“TRIAD”), Alliance for Sustainable Energy LLC (“ASE”), and Brookhaven Science Associates (“BSA”).  The purpose of this project is to build a fuel cell prototype that moves this technology closer to commercial readiness which was sanctioned by the Los Alamos National Laboratory and the National Renewable Energy Laboratory.  The Government's estimated total contribution, which is provided through TRIAD’s, ASE’s, and BSA’s respective contracts with the Department of Energy is $1.2 million, subject to available funding.  As a part of the CRADA, the Company is required to contribute $1.2 million in cash and $0.6 million of in-kind contributions, such as personnel salaries.  The cash payments are capitalized and amortized on a straight-line basis over the life of the contract.  In-kind contributions are expensed as incurred.  To date, the Company has not recognized any revenue from the CRADA.

Expenses from Collaborative Arrangements

For the three months ended March 31, 2022, an amount of $0.3 million has been recognized in research and development expenses line on the consolidated statements of operations.  The Company did not recognize any expenses related to the CRADA in the three months ended March 31, 2021.

18.
Income Taxes

To calculate the interim tax provision, at the end of each interim period the Company estimates the annual effective tax rate and applies that to its ordinary quarterly earnings. The effect of changes in the enacted tax laws or rates is recognized in the interim period in which the change occurs. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and judgments including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between book and tax amounts, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained, or the tax environment changes.

19.
Segment Reporting and Information about Geographical Areas

Reportable Segments


The Company develops and manufactures high-temperature proton exchange membranes (“HT-PEM” or “HT-PEMs”) and fuel cell systems for the off-grid and portable power markets and plans to expand into the mobility market.  The Company’s current revenue is derived from the sale of fuel cell systems and from the sale of MEAs, membranes, and electrodes for specific applications in the fuel cell and energy storage (flow battery) markets.  The research and development activities are viewed as another product line that contributes to the development, design, production and sale of fuel cell products; however, it is not considered a separate operating segment.  The Company has identified one business segment.

29
Geographic Information


The following table presents revenues, by geographic location (based on the location of the entity selling the product) for the three months ended March 31, 2022 and 2021:

   
Three Months Ended March 31,
(unaudited)
  
(Amounts in thousands)
  
2022
    
2021
  
North America
  
$
492
    
$
1,335
  
Europe
    
379
      
154
  
Asia
    
385
      
-
  
Total net sales
  
$
1,256
    
$
1,489
  

20.
Commitments and contingencies

Litigation

The Company is subject to legal and regulatory actions that arise from time to time in the ordinary course of business. The assessment as to whether a loss is probable or reasonably possible, and as to whether such loss or a range of such loss is estimable, often involves significant judgment about future events.

There is no material pending or threatened litigation against the Company that remains outstanding as of March 31, 2022.

Guarantee letters

The Company has contingent liabilities in relation to performance guarantee letters and other guarantees provided to third parties that arise from its normal business activity and from which no substantial charges are expected to arise. As of March 31, 2022 and December 31, 2021, issued letters of guarantee amount to $0.1 million and $2.7 million, respectively.


Contractual obligations



In December 2021, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and BASF New Business GmbH, in its capacity as Seller. The supply agreement provides for the purchase by the Company of 21,000m2 (Minimum Quantity) of membrane from BASF during the contract duration from January 1, 2022 until December 31, 2025. The following table summarizes our contractual obligations as of March 31, 2022:


Fiscal Year Ended December 31,
  
Quantity (m2)
    
Price
(Amounts in thousands)
  
2022
    
3,000
    
$
1,053
  
2023
    
4,000
      
1,269
  
2024
    
6,000
      
1,699
  
2025
    
8,000
      
2,265
  
Total
    
21,000
    
$
6,286
  

Operating Leases

On February 5, 2021, the Company entered into a lease agreement by and among the Company, in its capacity as Tenant, and BP Hancock LLC, a Delaware limited liability company, in its capacity as landlord. The lease provides for the rental by the Company of office space at 200 Clarendon Street, Boston, MA 02116 for use as the Company’s executive offices. Under the terms of the lease, the Company leases 6,041 square feet at an initial fixed annual rent of $0.5 million. The term of the lease is for five years (unless terminated as provided in the lease) and commenced on April 1, 2021. The Company provided security in the form of a security deposit in the amount of $0.1 million which is included in Other non-current assets on the consolidated balance sheet as of March 31, 2022 and December 31, 2021.

30
On March 8, 2021, the Company entered into a lease for 21,401 square feet as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of the lease, the Company will pay an initial fixed annual rent of $1.5 million. The lease has a term of eight years and five months, with an option to extend for five years, and is expected to commence in August 2022. The Company is obliged to provide security in the form of a security deposit in the amount of $0.8 million before commencement of the lease.

On August 31, 2021, the Company through its wholly owned subsidiary, FES, entered into a lease agreement by and among the Company, in its capacity as lessee, and fischer group SE & Co. KG, having its registered seat in Achern, in its capacity as lessor.  The lease provides for the rental by the Company of office space, workspace and outdoor laboratory at 77855 Achern, Im Gewerbegebiet 7 for use by FES.  Under the terms of the lease, the Company leases 1,017 square feet at a monthly basic rate of Euros 7,768 plus VAT. The Company provided security in the form of a parent guarantee for a maximum amount of Euro 30,000.

Additionally, the Company’s subsidiaries Advent Technologies S.A., UltraCell LLC, Advent Technologies A/S and Advent Green Energy Philippines, Inc. have in place rental agreements for the lease of office and factory spaces.

During the three months ended March 31, 2022 and 2021 the Company recorded lease expenses of $0.3 million and $0.0 million, respectively.

Future Lease Payments


Future minimum lease payments under operating leases expiring subsequent to March 31, 2022, are summarized as follows (amounts in thousands):


Fiscal Year Ended December 31,
      
2022
  
$
1,247
  
2023
    
2,296
  
2024
    
2,281
  
2025
    
2,318
  
2026
    
1,932
  
Thereafter
    
6,351
  
Total
  
$
16,425
  

21.
Net income / (loss) per share

Net income / (loss) per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the year.

31
The following table sets forth the computation of the basic and diluted net income / (loss) per share for the three months ended March 31, 2022 and 2021:

(Amounts in thousands, except share and per share amounts)  
Three Months Ended March 31,
(unaudited)
  
Numerator:
  
2022
    
2021
  
Net income / (loss)
  
$
(4,096
)
  
$
2,906
Denominator:
                
Basic weighted average number of shares
    
51,253,591
      
37,769,554
  
Diluted weighted average number of shares
    
51,253,591
      
40,987,346
  
Net loss per share:
                
Basic
  
$
(0.08
)
  

0.08
Diluted
  
$
(0.08
)
  

0.07

Basic net income / (loss) per share is computed by dividing net income / (loss) for the periods presented by the weighted-average number of common shares outstanding during these periods.

Diluted net income /(loss) per share is computed by dividing the net income / (loss), by the weighted average number of common shares outstanding for the periods, adjusted for the dilutive effect of shares of common stock equivalents resulting from the assumed exercise of the Public Warrants, Private Placements Warrants, Working Capital Warrants, Stock Options and Restricted Stock Units. The treasury stock method was used to calculate the potential dilutive effect of these common stock equivalents.

As the Company incurred losses for the three months ended March 31, 2022, the effect of including any potential common shares in the denominator of diluted per-share computations would have been anti-dilutive; therefore, basic and diluted losses per share are the same.

22.
Subsequent Events


The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

32

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022 (“2021 Annual Report”).

Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Item 1A. Risk Factors” section of this Quarterly Report on Form 10-Q and the “Item 1A. Risk Factors” section of our 2021 Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

This MD&A generally discusses 2022 and 2021 items and year-over-year comparisons between 2022 and 2021. As used in this MD&A, unless the context indicates otherwise, the financial information and data relating to the three months ended March 31, 2021 are those of Advent Technologies, Inc. and its subsidiaries for the period prior to the Closing and are those of Advent Technologies Holdings, Inc. for the period subsequent to the Closing; and the data for the three months ended March 31, 2022 are those of Advent Technologies Holdings, Inc.  See Note 1 “Basis of Presentation” in the accompanying unaudited condensed consolidated financial statements for additional information.

Advent is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. Advent’s core product offerings are full fuel cell systems and the Membrane Electrode Assembly (MEA) at the center of the fuel cell. The Advent MEA, which derives its key benefits from the properties of Advent’s engineered membrane technology, enables a more robust, longer-lasting and ultimately lower-cost fuel cell product.

To date, Advent’s principal operations have been to develop and manufacture MEAs, and to design fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Advent has its headquarters in Boston, Massachusetts, a product development facility in Livermore, California, and production facilities in Greece, Denmark, Germany and Philippines. In 2022, Advent anticipates opening its new research and development and manufacturing facility at Hood Park in Charlestown, Massachusetts.

The majority of Advent’s current revenue derives from the sale of fuel cell systems and MEAs, as well as the sale of membranes and electrodes for specific applications in the iron flow battery and cellphone markets, respectively. While fuel cell systems and MEA sales and associated revenues are expected to provide the majority of Advent’s future income, both of these markets remain commercially viable and have the potential to generate material future revenues based on Advent’s existing customers. Advent has also secured grant funding for a range of projects from research agencies and other organizations. Advent expects to continue to be eligible for grant funding based on its product development activities over the foreseeable future.

Business Combination and Public Company Costs

On October 12, 2020, Advent Technologies, Inc. (“Legacy Advent”) entered into the Merger Agreement with AMCI Acquisition Corp. ( “AMCI”), a Delaware corporation, AMCI Merger Sub Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC, a Delaware limited liability company (“Sponsor”), in its capacity as Purchaser Representative (the “Purchaser Representative”) and Vassilios Gregoriou, in the capacity as Seller Representative (the “Seller Representative”), pursuant to which, effective February 4, 2021 (the “Closing”), Merger Sub merged with and into Legacy Advent., with Legacy Advent surviving the Merger as a wholly-owned subsidiary of AMCI and AMCI changed its name to “Advent Technologies Holdings, Inc.”. Advent Technologies, Inc. is deemed the accounting predecessor and the combined entity is the successor registrant with the SEC, meaning that Advent Technologies, Inc.’s financial statements for previous periods are and will be disclosed in the company’s current and future periodic reports filed with the SEC.

33
While the legal acquirer in the Merger Agreement is AMCI, for financial accounting and reporting purposes under GAAP, we have determined that Advent Technologies is the accounting acquirer and the Business Combination will be accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Advent Technologies in many respects. Under this method of accounting, AMCI is treated as the acquired entity whereby Legacy Advent is deemed to have issued common stock for the net assets and equity of AMCI, consisting mainly of cash, accompanied by a simultaneous equity recapitalization of AMCI (the “Recapitalization”).

Upon consummation of the Business Combination, the most significant change in Legacy Advent’s reported financial position and results was an increase in cash of approximately $141 million. Total direct and incremental transaction costs of AMCI and Legacy Advent, along with liabilities of AMCI paid off at the Closing, were approximately $23.6 million.

As a consequence of the Business Combination, Legacy Advent became the successor to an SEC-registered and Nasdaq-listed company which has required and will require Advent to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Advent expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.

Additionally, Advent anticipates that its revenue, capital and operating expenditures will increase significantly in connection with its ongoing activities following the Business Combination, as Advent expects to:

•
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.

Change in Independent Registered Public Accounting Firm

On February 9, 2021, the audit committee of the board of directors of the Company approved the engagement of Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2021. EY served as independent registered public accounting firm of Advent prior to the Business Combination. Accordingly, Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed that it would be replaced by EY as the Company’s independent registered public accounting firm following completion of its audit of the Company’s financial statements for the fiscal year ended December 31, 2020, which consists only of the accounts of the pre-Business Combination special purpose acquisition company.

34
Business Developments

Share Purchase Agreement

On August 31, 2021, pursuant to the Share Purchase Agreement (the “Purchase Agreement”), dated as of June 25, 2021, by and between Advent Technologies Holdings, Inc. (the “Company” or the “Buyer”) and F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”), the Company acquired (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES” and together with SerEnergy, the “Target Companies”), together with certain outstanding shareholder loan receivables. As consideration for the transactions contemplated by the Purchase Agreement, the Company paid to the Seller €15.0 million in cash and on August 31, 2021, the Company issued to the Seller 5,124,846 shares of common stock.

Pursuant to the Purchase Agreement, the Company acquired SerEnergy and FES, the fuel cell systems business of fischer Group. SerEnergy is a leading manufacturer of methanol-powered high-temperature polymer electrolyte membrane (“HT-PEM”) fuel cells and operates facilities in Aalborg, Denmark and in Manila, Philippines. FES provides fuel-cell stack assembly and testing as well as the production of critical fuel cell components of the SerEnergy HT-PEM fuel cells, including membrane electrode assemblies, bipolar plates and reformers. FES operates a facility on fischer Group’s campus in Achern, Germany, and Advent agreed to lease that respective portion of the facility at the closing of the Acquisition.

Announced Projects White Dragon & Green HiPo (4.65GW Green Hydrogen & 400MW Fuel Cells), approved by Greek Government and submitted to EU

On September 7, 2021, Advent announced that two Greek Important Projects of Common European Interest (“IPCEI”) had been approved by the Greek Minister of Development and Investments and the Greek Minister of Environment, Energy, and Climate Change. The programs submitted by Advent and the White Dragon consortium of companies aspire to replace Greece’s largest coal-fired plants with renewable solar energy parks, which will be supported by green hydrogen production (4.65GW), and fuel cell heat and power production (400MW). The projects are part of the "Hydrogen Technologies" IPCEI and will now move towards approval at the European Union ("EU") level. As a next step, Advent will demonstrate before the European Commission the economic, environmental, financial, social, and technical feasibility of the projects and the positive spillover effects to the European economy and society. Advent hopes to receive final notification from the European Commission in the second or third quarter of 2022. If approved, the Company will be the technology partner for an €8 billion project.

Collaboration with the DOE

The efforts with the constellation of Department of Energy National Laboratories (Los Alamos National Laboratory, LANL; Brookhaven National Laboratory, BNL; National Renewable Energy Laboratory, NREL) continue to gain momentum. This group of leading scientists and engineers is working closely with Advent’s development and manufacturing teams and are furthering the understanding of breakthrough materials that will advance HT-PEM fuel cells.  This next generation HT-PEM appears to be well suited for heavy duty transportation, marine, and aeronautical applications, as well as delivering benefits in cost and lifetime for stationary power systems used in telecom and other remote power markets.

35
Advent and BASF New Business GmbH (“BASF”) signed a Memorandum of Understanding (“MoU”)

On December 13, 2021, it was announced that the MoU aims to develop and increase the manufacturing scale of advanced fuel cell membranes designed for long-term operations under extreme conditions.  BASF intends to improve the long-term stability of its Celtec® membrane and to increase production capacity with advanced technical capabilities to enable further improved and competitive Advent fuel cell systems and MEAs.  Under the agreement the two companies will explore the implementation of high-volume manufacturing for the Celtec® membranes, utilize Advent’s fuel cell stack and system testing facilities to assess and qualify the new Celtec® membrane for the SereneU (telecom power), M-ZERØ (methane emissions reduction), and Honey Badger (portable power, defense) Advent product families.  Furthermore, BASF supports the realization of large-scale Important Projects of Common European Interests (“IPCEIs”) White Dragon and Green HiPo (pending EU approval), through materials for power generation, hydrogen generation, and power storage.  The goal of the two projects as submitted by Advent and the White Dragon consortium of companies is to replace Greece’s largest coal-fired power plants with renewable solar energy parks, which will be supported by CO2-free hydrogen production (4.65GW), and fuel cell heat and power production (400MW).  In addition, BASF will also evaluate the producibility of the ion-pair membrane developed in collaboration by Advent and the U.S. Department of Energy.  Advent has substantial experience in the development of high-temperature PEM fuel cell systems namely for stationary and portable applications as well as critical components such as MEAs and Gas Diffusion Electrodes (“GDEs”).  Advent is working to increase the performance and scope of its products to satisfy the requirements of its customers and to address new applications.  BASF has substantial experience in the manufacturing and development of proton-conducting membranes, GDEs, HT-PEM MEAs and the pertinent chemicals, catalysts, and compositions for their application in hydrogen separation and fuel cells.  BASF is constantly improving the quality, robustness and performance of its products to support growth in fuel cell systems applications.

Advent Launches New Product Line, M-ZERØ™ Fuel Cells, to Significantly cut Methane Emissions in North America

The Advent M-ZERØ™ products, designed specifically to generate power in remote environments, will offer the ability to drop methane emissions to effectively zero where they replace methane polluting pneumatic injection technology. M-ZERØ™ will initially be deployed mainly in Canada and the United States with the ultimate goal of providing remote power to up to 185,000 oil and gas wellheads.

Selection of Wearable Fuel Cell for the DOD 2021 Validation Program

On March 31, 2021, we announced that UltraCell’s 50 W Reformed Methanol Wearable Fuel Cell Power System (“Honey Badger”) had been selected by the U.S. Department of Defense’s (“DOD”) National Defense Center for Energy and Environment (“NDCEE”) to take part in its demonstration/validation program for 2021. The NDCEE is a DOD program that addresses high-priority environmental, safety, occupational health, and energy technological challenges that are demonstrated and validated at active installations for military application. UltraCell’s “Honey Badger 50” fuel cell is the only fuel cell that is part of this program that supports the U.S. Army’s goal of having a technology-enabled force by 2028.

UltraCell Purchase Agreement

On February 18, 2021, Advent Technologies, Inc., entered into a Membership Interest Purchase Agreement (the “MI Purchase Agreement”) with Bren-Tronics, Inc. (“Bren-Tronics”) and UltraCell, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Bren-Tronics (“UltraCell”). Pursuant to the MI Purchase Agreement, and subject to the terms and conditions therein, on February 18, 2021, Advent acquired 100% of the issued and outstanding membership interests in UltraCell, for $4.0 million and a maximum of $6.0 million upon achievement of certain milestones. Advent also assumed the terms of Bren-Tronics lease for property used in UltraCell’s operations in Livermore, California.

Leases

On February 5, 2021, the Company entered into a lease agreement by and among the Company, in its capacity as tenant, and BP Hancock LLC, a Delaware limited liability company, in its capacity as landlord. The lease provides for the rental by the Company of office space at 200 Clarendon Street, Boston, MA 02116 for use as the Company’s executive offices. Under the terms of the lease, the Company leases 6,041 square feet at an initial fixed annual rent of $0.5 million. The term of the lease is for five years (unless terminated as provided in the lease). The Company provided security in the form of a security deposit in the amount of $0.1 million.

On March 8, 2021, the Company entered into a lease for 21,401 square feet as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of the lease, the Company will pay an initial fixed annual rent of $1.5 million. The lease has a term of eight years and five months, with an option to extend for five years and is expected to commence in August 2022.  The Company provided security in the form of a security deposit in the amount of $0.8 million, upon commencement of the lease.

36
On August 31, 2021, the Company through its wholly owned subsidiary, FES, entered into a lease agreement by and among the Company, in its capacity as lessee, and fischer group SE & Co. KG, having its registered seat in Achern, in its capacity as lessor.  The lease provides for the rental by the Company of office space, workspace and outdoor laboratory at 77855 Achern, Im Gewerbegebiet 7 for use by FES.  Under the terms of the lease, the Company leases 1,017 square feet at a monthly basic rate of Euros 7,768 plus VAT. The lessor has granted the lessee an option right to extend the lease by another five years at the terms and conditions of the lease agreement (option term).  The option right must be exercised by written declaration of the lessee and delivered to the lessor not later than ninety days prior to the expiration of the fixed term.  The lessee is entitled to terminate the lease early (even during fixed lease term or option term), to the end of each calendar quarter with a notice period of four months. The lessee is obliged to furnish security to the lessor upon occupying the leased premises.  The Company provided security in the form of a parent guarantee for a maximum amount of Euro 30,000.

Comparability of Financial Information

Advent’s results of operations and statements of assets and liabilities may not be comparable between periods as a result of the Business Combination.

Key Factors Affecting Our Results

Advent believes that its performance and future success depend on several factors that present significant opportunities for Advent but also pose risks and challenges, including those discussed below.

Increased Customer Demand

Based on conversations with existing customers and incoming inquiries from new customers, Advent anticipates substantial increased demand for its fuel cell systems and MEAs from a wide range of customers as it scales up its production facilities and testing capabilities, and as the awareness of its MEA capabilities becomes widely known in the industry. Advent expects both its existing customers to increase order volume, and to generate substantial new orders from major organizations, with some of whom it is already in discussions regarding prospective commercial partnerships and joint development agreements. As of March 31, 2022, Advent was still generating a low level of revenues compared to its future projections and has not made any commercial sales to these major organizations.

Successful development of the Advanced MEA product

Advent’s future success depends in large part on the increasing integration of the hydrogen fuel cell into the energy transition globally over the next decade. In order to become cost-competitive with existing renewable power generation and energy storage technology and achieve widespread adoption, fuel cells will need to achieve substantial improvement in the cost/kw performance ratio delivered to prospective fuel cell customers, predominantly OEMs, System Integrators and major energy companies. Advent expects to play an important enabling role in the adoption of hydrogen fuel cells, as its MEA technology is the critical determining factor in the cost/kw performance ratio of the fuel cells. In partnership with the Los Alamos National Laboratory, Advent is currently developing its next generation MEA technology (“Advanced MEA”) which is anticipated to deliver as much as three times the power output of its current MEA product. While Advent is already projecting being able to pass through substantial cost benefits to its customers through economies of scale as it increases MEA production, the successful development of the Advanced MEA will be an important factor in delivering the required improvement in cost/kw performance to Advent’s customers.

37
Basis of Presentation

Advent’s consolidated financial statements have been prepared in accordance with U.S. GAAP. The Company has determined that it operates in one reportable segment. See Note 1 “Basis of Presentation” in the accompanying condensed consolidated financial statements for more information.

Components of Results of Operations

Revenue

Revenues consist of sales of goods (MEAs, membranes, fuel cell stacks, fuel cell systems and electrodes).  Advent expects revenues to increase materially and be weighted towards fuel cell systems and MEA sales over time, in line with the projected increase in MEA production in response to customer demand.

Cost of Revenues

Cost of revenues consists of consumables, raw materials, processing costs and direct labor costs associated with the assembly and manufacture of MEAs, membranes, fuel cell stacks and systems and electrodes. Advent expects cost of revenues to increase substantially in line with increased production.  Advent recognizes cost of revenues in the period that revenues are recognized.

Income from Grants

Income from grants consists of cash subsidies received from research agencies and other national and international organizations in support of Advent’s research and development activities. Advent expects to continue to be eligible for grant income and remains in discussion with a number of prospective grantors in relation to a number of product development activities.

Research and Development Expenses

Research and development expenses consist of costs associated with Advent’s research and development activities, such as laboratory costs and sample material costs. Advent expects its research and development activities to increase substantially as it invests in improved technology and products.

Administrative and Selling Expenses

Administrative and selling expenses consist of travel expenses, indirect labor costs, fees paid to consultants, third parties and service providers, taxes and duties, legal and audit fees, depreciation, business development salaries and limited marketing activities, and incentive and stock-based compensation expense. Advent expects administrative and selling expenses to increase in line with MEA production and revenue as the business scales up, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services. Depreciation is also expected to increase as the Company invests in fixed assets in support of the scale-up of the business.

Other Income / Expenses

Other income / (expenses) consist of additional de minimis incidental income / (expenses) incurred by the business. These income / (expenses) are expected to remain at a de minimis level in the future.

Change in Fair Value of Warrant Liability

Change in fair value of warrant liability amounting to $8.4 million and $9.8 million for the three months ended March 31, 2022 and 2021, respectively, represents the change in fair value of the Private Placement Warrants and Working Capital Warrants.

38
Finance Costs

Finance costs consist mainly of bank charges. Finance costs are not anticipated to increase materially as Advent is not intending to take on substantial borrowings at the corporate level in the near future.

Foreign exchange differences, net

Foreign exchange differences, net consists of foreign exchange gains or losses on transactions denominated in foreign currencies and on translation of monetary items denominated in foreign currencies. As the Company scales up, its foreign exchange exposure is likely to increase given its revenues are denominated in both euros and dollars, and a portion of the Company’s costs are denominated in euros.

Amortization of intangibles

The intangible assets of $4.7 million recognized on the acquisition of UltraCell is the Trade Name “UltraCell” ($0.4 million) and the Patented Technology ($4.3 million). The Trade Name has an indefinite useful life while the Patented Technology has a useful life of 10 years, for which amortization expense of $(0.1) million and $(0.1) million has been recognized for the periods for the three months ended March 31, 2022 and from the acquisition date of UltraCell to March 31, 2021, respectively.

The intangible assets of $19.8 million recognized on the acquisition of SerEnergy and FES are the Patents amounting to $16.9 million, the Process know-how (IPR&D) amounting to $2.6 million and the Order backlog amounting to $0.3 million. The Patents have a useful life of 10 years, the Process know-how has a useful life of 6 years and the Order backlog has a useful life of 1 year.  Amortization expense of $(0.6) million and $0 has been recognized in relation to these intangibles for the three months ended March 31, 2022 and 2021, respectively.

39
Results of Operations

Comparison of the Three Months Ended March 31, 2022 to Three Months Ended March 31, 2021

The following table sets forth a summary of our consolidated results of operations for the three months ended March 31, 2022 and 2021, and the changes between periods.

   
Three months ended March 31, (unaudited)
              
(Amounts in thousands, except share and per share amounts)
  
2022
    
2021
    
$ change
    
% change
  
Revenue, net
  
$
1,256
    
$
1,489
    
$
(233
)
    
(15.6
)%
Cost of revenues
    
(1,517
)
    
(347
)
    
(1,170
)
    
337.2
%
Gross profit / (loss)
    
(261
)
    
1,142
      
(1,403
)
    
(122.9
)%
Income from grants
    
508
      
38
      
470
      
1,236.8
%
Research and development expenses
    
(2,149
)
    
(29
)
    
(2,120
)
    
7,310.3
%
Administrative and selling expenses
    
(10,498
)
    
(7,922
)
    
(2,576
)
    
32.5
%
Amortization of intangibles
    
(699
)
    
(187
)
    
(512
)
    
273.8
%
Operating loss
    
(13,099
)
    
(6,958
)
    
(6,141
)
    
88.3
%
Fair value change of warrant liability
    
8,376
      </