- Q3 Revenue up 643% versus prior year to $1.7 million on
increased customer demand for Advent product offerings and
acquisitions of SerEnergy/fischer eco solutions and UltraCell
- Income from grants of $0.5 million, on robust activity with
research agencies
- Net loss of $(11.3) million or $(0.23) per share
- Company holds cash reserves of $92.5 million
Advent Technologies Holdings, Inc. (NASDAQ: ADN) (“Advent” or
the “Company”), an innovation-driven leader in the fuel cell and
hydrogen technology space, today announced consolidated financial
results for the three months ended September 30, 2021. All amounts
are in U.S. dollars unless otherwise noted and have been prepared
in accordance with U.S. generally accepted accounting principles
(GAAP).
Q3 2021 Financial Highlights (all comparisons are to Q3
2020 unless otherwise noted)
- Revenue of $1.7 million, a 643% year-over-year increase, the
result of increased customer demand for Advent’s products across
the board and the acquisitions of SerEnergy/fischer eco solutions
and UltraCell.
- Income from grants of $0.5 million, on robust activity with
research agencies.
- Operating expenses of $13.9 million, a year-over-year increase
of $13.0 million, primarily due to costs related to the August 31
acquisition of SerEnergy/fischer eco solutions, increased staffing
and costs to operate as a public company, stock-based compensation
expenses, and a non-recurring $2.4 million charge for executive
severance.
- Net loss was $(11.3) million, and adjusted net loss was $(10.4)
million. Adjusted net loss excludes the offsetting impacts from the
change in the fair value of outstanding warrants and the charge for
executive severance, as well as acquisition-related costs.
- Net loss per share was $(0.23).
- Cash reserves were $92.5 million on September 30, 2021, a
decrease of $23.6 million from June 30, 2021, driven by
approximately $13.5 million (net of cash acquired) for the August
31 acquisition of SerEnergy and fischer eco solutions and the
increased level of administrative and selling expenses.
“The solid revenue growth in the quarter demonstrates the
growing interest in hydrogen fuel cell systems, as well as the
immediate benefits from our acquisition of SerEnergy and fischer
eco solutions,” said Dr. Vasilis Gregoriou, Chairman and CEO of
Advent Technologies. “With the acquisitions now complete, we expect
to see strong demand for our products across the portable and
stationary off-grid power markets and remain confident that we are
on a firm path for growth as we deliver efficient solutions for
clean energy and decarbonization to a variety of end markets.”
Q3 2021 Financial Summary
(in Millions of US dollars, except per
share data)
Three Months Ended September
30,
2021
2020
$ Change
Revenue, net
$
1.67
$
0.23
$
1.45
Gross Profit
$
0.03
$
0.13
$
(0.11
)
Gross Margin (%)
2
%
60
%
Operating Income/(Loss)
$
(13.71
)
$
(0.77
)
$
(12.93
)
Net Income/(Loss)
$
(11.28
)
$
(0.75
)
$
(10.53
)
Net Income/(Loss) Per Share
$
(0.23
)
$
(0.03
)
$
(0.20
)
Non-GAAP Financial Measures
Adjusted EBITDA – Excl Warrant
Adjustment and Executive Severance
$
(9.86
)
$
(0.76
)
$
(9.10
)
Adjusted Net Income/(Loss) - Excl
Warrant Adjustment and Executive Severance
$
(10.37
)
$
(0.75
)
$
(9.62
)
Cash and Cash Equivalents
$
92.5
For a more detailed discussion of Advent’s third quarter 2021
results, please see the Company’s financial statements and
management’s discussion & analysis, which are available at
ir.advent.energy.
The financial results include non-GAAP financial measures. These
non-GAAP measures are more fully described and are reconciled from
the respective measures determined under GAAP in “Presentation of
Non-GAAP Financial Measures” and the attached appendix tables.
Q3 2021 Business Updates:
- 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 by mid-2022. The company is pleased to be the
technology partner for an €8 billion project and to have received
approval from the Greek government. Advent is committed to be part
of the decarbonization efforts in Greece and throughout
Europe.
- 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) continues 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 high-temperature proton exchange membrane (HT-PEM) fuel
cells. This next generation HT-PEM is 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. The next
generation MEA, which will be scaled to manufactured form in 2022,
is expected to be in products in 2023 and has drawn interest from
several multi-national businesses.
- Acquisition of the Fuel Cell Systems Businesses, SerEnergy
A/S and fischer eco solutions GmbH, from fischer Group: On
August 31, 2021, Advent successfully closed its acquisition of
SerEnergy A/S (“SerEnergy”) and fischer eco solutions GmbH (“FES”),
the fuel cell business of the fischer Group. SerEnergy, operating
in Denmark and the Philippines, is a leading manufacturer of
high-temperature fuel cell systems globally, with thousands shipped
around the globe during its 15-year operation. FES, based in
Germany, provides automated fuel cell stack assembly and testing,
as well as the production of critical fuel cell components,
including membrane electrode assemblies (“MEAs”), bipolar plates,
and reformers. With the acquisition, Advent expanded its geographic
footprint by three countries in Europe and Asia and grew its team
by 92 employees, now employing over 170 people worldwide. The
acquisition brings together some of the leading minds in the
high-temperature fuel cell space, further builds Advent’s platform
to meet the increasing demand for clean energy worldwide and
significantly decreases the time to execution of our plan for
stationary fuel cell systems. This transaction fully aligns with
Advent’s “Any Fuel. Anywhere.” value proposition and this, together
with the previously completed UltraCell acquisition, makes Advent a
true global leader in the remote and off-grid power market for fuel
cell production, with mobility, aviation, and maritime products on
the horizon as well. The Company is already realizing benefits from
the acquisition. The SereneU system developed by the acquired
businesses for the telecom sector has successfully started rollout
in the Philippines and Thailand. In particular, Advent announced
that with its partner, Smart Communications Inc. (”Smart”), it has
successfully completed the first installation of its HG 5000 fuel
cell systems in the Philippines. The delivery Agreement was made
earlier this year between Smart in the Philippines and Advent
Technologies A/S in Denmark (formerly SerEnergy A/S). In addition,
Advent has received an initial order from Thailand-based partner
Alright Combination Centric Co., Ltd. (ALCC). ALCC is a product
distributor and service provider to Thailand’s Information and
Communications Technology (“ICT”) industry. The 5kW fuel cell
product will be used in the telecom sector in Thailand, as well as
supporting ALCC’s government projects for microgrids on remote
islands and for backup at the Marine Security Center of the Royal
Thai Navy.
- 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.
Dr. Gregoriou concluded, “We continue to build on the strength
of our business with a focus on expanding and growing strategic
initiatives. We have seen progress with the White Dragon and Green
HiPo projects and believe they will have a significant impact on
the implementation of green energy in southeastern Europe. The
acquisitions of SerEnergy and fischer eco solutions expand our
growing revenue base in full fuel cell stacks and systems and
position Advent with the expertise to be a leader in the future of
clean energy. I am confident in the potential for Advent and our
technologies, and very optimistic that we will continue to increase
market share as the world moves towards clean energy and
decarbonization.”
Conference Call
The Company will host a conference call on Monday, November 15,
2021, at 9:00 AM ET to discuss its results.
To access the call, please dial (833) 952-1516 from the United
States or (236) 714-2129 from outside the U.S. The conference call
I.D. number is 6371418. Participants should dial in 5 to 10 minutes
before the scheduled time.
A replay of the call can also be accessed via phone through
November 29, 2021, by dialing (800) 585-8367 from the U.S. or (416)
621-4642 from outside the U.S. The conference I.D. number is
6371418.
About Advent Technologies Holdings, Inc.
Advent Technologies Holdings, Inc. is a U.S. corporation that
develops, manufactures, and assembles complete fuel cell systems,
and the critical components for fuel cells in the renewable energy
sector. Advent is headquartered in Boston, Massachusetts, with
offices in California, Greece, Denmark, Germany, and the
Philippines. With more than 100 patents issued for its fuel cell
technology, Advent holds the IP for next-generation HT-PEM that
enable various fuels to function at high temperatures under extreme
conditions – offering a flexible “Any Fuel. Anywhere.” option for
the automotive, aviation, defense, oil and gas, marine, and power
generation sectors. For more information, visit
www.advent.energy.
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements. These
forward-looking statements generally can be identified by the use
of words such as “anticipate,” “expect,” “plan,” “could,” “may,”
“will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and
other words of similar meaning. Each forward-looking statement
contained in this press release is subject to risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statement. Applicable risks
and uncertainties include, among others, the Company’s ability to
realize the benefits from the business combination; the Company’s
ability to maintain the listing of the Company’s common stock on
Nasdaq; future financial performance; public securities’ potential
liquidity and trading; impact from the outcome of any known and
unknown litigation; ability to forecast and maintain an adequate
rate of revenue growth and appropriately plan its expenses;
expectations regarding future expenditures; future mix of revenue
and effect on gross margins; attraction and retention of qualified
directors, officers, employees and key personnel; ability to
compete effectively in a competitive industry; ability to protect
and enhance our corporate reputation and brand; expectations
concerning our relationships and actions with our technology
partners and other third parties; impact from future regulatory,
judicial and legislative changes to the industry; ability to locate
and acquire complementary technologies or services and integrate
those into the Company’s business; future arrangements with, or
investments in, other entities or associations; and intense
competition and competitive pressure from other companies worldwide
in the industries in which the Company will operate; and the risks
identified under the heading “Risk Factors” in our Annual Report on
Form 10-K/A filed with the Securities and Exchange Commission on
May 20, 2021, as well as the other information we file with the
SEC. We caution investors not to place considerable reliance on the
forward-looking statements contained in this press release. You are
encouraged to read our filings with the SEC, available at
www.sec.gov, for a discussion of these and other risks and
uncertainties. The forward-looking statements in this press release
speak only as of the date of this document, and we undertake no
obligation to update or revise any of these statements. Our
business is subject to substantial risks and uncertainties,
including those referenced above. Investors, potential investors,
and others should give careful consideration to these risks and
uncertainties.
Presentation of Non-GAAP Financial Measures
In addition to the results provided in accordance with U.S.
generally accepted accounting principles (“GAAP”) throughout this
press release, the Company has provided non-GAAP financial
measures— Adjusted Net Income /(Loss) and Adjusted EBITDA —which
present results on a basis adjusted for certain items. The Company
uses these non-GAAP financial measures for business planning
purposes and in measuring its performance relative to that of its
competitors. The Company believes that these non-GAAP financial
measures are useful financial metrics to assess its operating
performance from period-to-period by excluding certain items that
the Company believes are not representative of its core business.
These non-GAAP financial measures are not intended to replace, and
should not be considered superior to, the presentation of the
Company’s financial results in accordance with GAAP. The use of the
terms Adjusted Net Income / (Loss) and Adjusted EBITDA may differ
from similar measures reported by other companies and may not be
comparable to other similarly titled measures. These measures are
reconciled from the respective measures under GAAP in the appendix
below.
ADVENT TECHNOLOGIES HOLDINGS,
INC.
CONDENSED CONSOLIDATED BALANCE
SHEETS
As of
ASSETS
September 30, 2021
(Unaudited)
December 31,
2020
Current assets:
Cash and cash equivalents
$
92,492,367
$
515,734
Accounts receivable
5,569,801
421,059
Due from related parties
-
67,781
Contract assets
936,259
85,930
Inventories
5,598,574
107,939
Prepaid expenses and Other current
assets
3,767,096
496,745
Total current assets
108,364,097
1,695,188
Non-current assets:
Goodwill and intangibles, net
54,281,798
-
Property and equipment, net
7,883,042
198,737
Other non-current assets
2,155,156
136
Deferred tax assets
1,279,969
-
Total non-current assets
65,599,965
198,873
Total assets
$
173,964,062
$
1,894,061
LIABILITIES AND STOCKHOLDERS’
EQUITY/(DEFICIT)
Current liabilities:
Trade and other payables
$
5,522,624
$
881,394
Due to related parties
30,000
1,114,659
Deferred income from grants, current
1,098,019
158,819
Contract liabilities
28,832
167,761
Other current liabilities
7,595,619
904,379
Income tax payable
1,135,199
201,780
Total current liabilities
15,410,293
3,428,792
Non-current liabilities:
Warrant liability
17,282,987
-
Deferred tax liabilities
3,756,859
-
Deferred income from grants,
non-current
171,995
182,273
Other long-term liabilities
1,209,336
76,469
Total non-current liabilities
22,421,177
258,742
Total liabilities
37,831,470
3,687,534
Commitments and contingent
liabilities
Stockholders’ equity /
(deficit)
Common stock ($0.0001 par value per share;
Shares authorized: 110,000,000 at September 30, 2021 and December
31, 2020; Issued and outstanding: 51,253,591 and 25,033,398 at
September 30, 2021 and December 31, 2020, respectively)
5,125
2,503
Preferred stock ($0.0001 par value per
share; Shares authorized: 1,000,000 at September 30, 2021 and
December 31, 2020; nil issued and outstanding at September 30, 2021
and December 31, 2020
-
-
Additional paid-in capital
161,263,673
10,993,762
Accumulated other comprehensive (loss) /
income
(717,328
)
111,780
Accumulated deficit
(24,418,878
)
(12,901,518
)
Total stockholders’ equity /
(deficit)
136,132,592
(1,793,473
)
Total liabilities and stockholders’
equity / (deficit)
$
173,964,062
$
1,894,061
ADVENT TECHNOLOGIES HOLDINGS,
INC.
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(All amounts in USD, except
for number of shares)
Three months ended September
30,
(Unaudited)
Nine months ended September
30,
(Unaudited)
2021
2020
2021
2020
Revenue, net
$
1,673,998
$
225,412
$
4,166,754
$
526,032
Cost of revenues
(1,645,781
)
(90,477
)
(2,662,476
)
(374,430
)
Gross profit
28,217
134,934
1,504,278
151,602
Income from grants
507,606
16,076
631,787
159,182
Research and development expenses
(893,215
)
(37,640
)
(1,561,049
)
(81,273
)
Administrative and selling expenses
(13,040,649
)
(886,629
)
(27,558,242
)
(1,641,063
)
Amortization of intangibles
(309,734
)
-
(467,447
)
-
Operating loss
(13,707,773
)
(773,258
)
(27,450,673
)
(1,411,552
)
Finance costs
(13,542
)
(1,712
)
(26,961
)
(4,749
)
Fair value change of warrant liability
2,421,874
-
15,833,334
-
Foreign exchange differences, net
(15,256
)
(8,005
)
(2,141
)
(26,584
)
Other (expenses) / income, net
(15,960
)
31,058
78,146
24,848
Loss before income tax
(11,330,657
)
(751,917
)
(11,568,295
)
(1,418,037
)
Income tax
50,935
3,101
50,935
-
Net loss
$
(11,279,722
)
$
(748,816
)
$
(11,517,360
)
$
(1,418,037
)
Net loss per share
Basic loss per share
(0.23
)
(0.03
)
(0.26
)
(0.07
)
Basic weighted average number of
shares
48,325,164
23,182,817
43,982,039
21,180,639
Diluted loss per share
(0.23
)
(0.03
)
(0.26
)
(0.07
)
Diluted weighted average number of
shares
48,325,164
23,182,817
43,982,039
21,180,639
ADVENT TECHNOLOGIES HOLDINGS,
INC.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended September
30,
(Unaudited)
2021
2020
Net Cash used in Operating
Activities
$
(24,690,329
)
$
(1,045,004
)
Cash Flows from Investing
Activities:
Purchases of property and equipment
(2,658,584
)
(89,123
)
Advances for the acquisition of property
and equipment
(1,917,856
)
-
Acquisition of subsidiaries, net of cash
acquired
(19,425,378
)
-
Net Cash used in Investing
Activities
$
(24,001,818
)
$
(89,123
)
Cash Flows from Financing
Activities:
Business Combination and PIPE financing,
net of issuance costs paid
141,120,851
-
Proceeds of issuance of preferred
stock
-
1,430,005
Proceeds from issuance of non-vested stock
awards
-
21,736
Repurchase of shares
-
(69,430
)
Proceeds of issuance of common stock and
paid-in capital from warrants exercise
262,177
-
State loan proceeds
113,377
-
Repayment of convertible promissory
notes
-
(500,000
)
Net Cash provided by Financing
Activities
$
141,496,405
$
882,311
Net increase / (decrease) in cash and
cash equivalents
$
92,804,258
$
(251,815
)
Effect of exchange rate changes on cash
and cash equivalents
(827,624
)
(17,918
)
Cash and cash equivalents at the beginning
of the period
515,734
1,199,015
Cash and cash equivalents at the end of
the period
$
92,492,367
$
929,283
Supplemental Cash Flow
Information
Non-cash Operating Activities:
Recognition of stock grant plan
$
4,078,513
$
413,396
Supplemental Non-GAAP Measures and Reconciliations
In addition to providing measures prepared in accordance with
GAAP, we present certain supplemental non-GAAP measures. These
measures are EBITDA, Adjusted EBITDA and Adjusted Net Income /
(Loss), which we use to evaluate our operating performance, for
business planning purposes and to measure our performance relative
to that of our peers. These non-GAAP measures do not have any
standardized meaning prescribed by GAAP and therefore may differ
from similar measures presented by other companies and may not be
comparable to other similarly titled measures. We believe these
measures are useful in evaluating the operating performance of the
Company’s ongoing business. These measures should be considered in
addition to, and not as a substitute for net income, operating
expense and income, cash flows and other measures of financial
performance and liquidity reported in accordance with GAAP. The
calculation of these non-GAAP measures has been made on a
consistent basis for all periods presented.
EBITDA and Adjusted EBITDA
These supplemental non-GAAP measures are provided to assist
readers in determining our operating performance. We believe this
measure is useful in assessing performance and highlighting trends
on an overall basis. We also believe EBITDA and Adjusted EBITDA are
frequently used by securities analysts and investors when comparing
our results with those of other companies. EBITDA differs from the
most comparable GAAP measure, net income / (loss), primarily
because it does not include interest, income taxes, depreciation of
property, plant and equipment, and amortization of intangible
assets. Adjusted EBITDA adjusts EBITDA for transactional gains and
losses, asset impairment charges, finance and other income and
acquisition costs.
The following tables show a reconciliation of net income /
(loss) to EBITDA and Adjusted EBITDA for the three and nine months
ended September 30, 2021 and 2020.
EBITDA and Adjusted EBITDA
Three months ended September
30,
(Unaudited)
Nine months ended September
30,
(Unaudited)
(in Millions of US dollars)
2021
2020
$ change
2021
2020
$ change
Net loss
$
(11.28
)
$
(0.75
)
(10.53
)
$
(11.52
)
$
(1.42
)
(10.10
)
Depreciation of property and equipment
$
0.15
$
0.01
0.15
$
0.18
$
0.02
0.16
Amortization of intangibles
$
0.31
$
0.00
0.31
$
0.47
$
0.00
0.47
Finance costs
$
0.01
$
0.00
0.01
$
0.03
$
0.00
0.02
Other income / (expenses), net
$
0.02
$
(0.03
)
0.05
$
(0.08
)
$
(0.02
)
(0.05
)
Foreign exchange differences, net
$
0.02
$
0.01
0.01
$
0.00
$
0.03
(0.02
)
EBITDA
$
(10.77
)
$
(0.76
)
(10.01
)
$
(10.91
)
$
(1.39
)
(9.52
)
Net change in warrant liability
$
(2.42
)
$
-
(2.42
)
$
(15.83
)
$
-
(15.83
)
One-Time Transaction Related Expenses
(1)
$
-
$
-
-
$
5.87
$
-
5.87
One-Time Transaction Related Expenses
(2)
$
0.89
$
-
0.89
$
0.89
$
-
0.89
Executive severance (3)
$
2.44
$
-
2.44
$
2.44
$
-
2.44
Adjusted EBITDA
$
(9.86
)
$
(0.76
)
(9.10
)
$
(17.54
)
$
(1.39
)
(16.15
)
(1) Bonus awarded after consummation of the Business Combination
effective February 4, 2021. (2) Transaction costs related to the
acquisition of SerEnergy/FES. (3) Former Financial Officer
resignation.
Adjusted Net Income/(Loss)
This supplemental non-GAAP measure is provided to assist readers
in determining our financial performance. We believe this measure
is useful in assessing our actual performance by adjusting our
results from continuing operations for changes in warrant liability
and one-time transaction costs. Adjusted Net Loss differs from the
most comparable GAAP measure, net income / (loss), primarily
because it does not include one-time transaction costs and warrant
liability changes. The following table shows a reconciliation of
net income/(loss) for the three and nine months ended September 30,
2021 and 2020.
Adjusted Net Loss
Three months ended September
30,
(Unaudited)
Nine months ended September
30,
(Unaudited)
(in Millions of US dollars)
2021
2020
$ change
2021
2020
$ change
Net loss
$
(11.28
)
$
(0.75
)
(10.53
)
$
(11.52
)
$
(1.42
)
(10.10
)
Net change in warrant liability
$
(2.42
)
$
-
(2.42
)
$
(15.83
)
$
-
(15.83
)
One-Time Transaction Related Expenses
(1)
$
-
$
-
-
$
5.87
$
-
5.87
One-Time Transaction Related Expenses
(2)
$
0.89
$
-
0.89
0.89
$
-
0.89
Executive severance (3)
$
2.44
$
-
2.44
$
2.44
$
-
2.44
Adjusted Net Loss
$
(10.37
)
$
(0.75
)
(9.62
)
$
(18.15
)
$
(1.42
)
(16.73
)
(1) Bonus awarded after consummation of the Business Combination
effective February 4, 2021. (2) Transaction costs related to the
acquisition of SerEnergy/FES. (3) Former Financial Officer
resignation.
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version on businesswire.com: https://www.businesswire.com/news/home/20211115005710/en/
Advent Technologies Holdings, Inc. Elisabeth Maragoula
press@advent.energy
Sloane & Company James Goldfarb / Emily Mohr
jgoldfarb@sloanepr.com / emohr@sloanepr.com
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