NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
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, 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. (“Bren-Tronics”) and UltraCell, LLC (“UltraCell”),
a Delaware limited liability company and a direct wholly owned subsidiary of Bren-Tronics (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.
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 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 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:
Subsidiaries in Consolidation | |
| |
| | | |
| | | |
| | | |
| | |
| |
Country of | |
Ownership Interest | | |
Statements of Operations | |
Company Name | |
Incorporation | |
Direct | | |
Indirect | | |
2022 | | |
2021 | |
Advent Technologies, Inc. | |
USA | |
| 100 | % | |
| - | | |
| 01/01 – 9/30 | | |
| 01/01 – 9/30 | |
Advent Technologies S.A. | |
Greece | |
| - | | |
| 100 | % | |
| 01/01 – 9/30 | | |
| 01/01 – 9/30 | |
Advent Technologies LLC | |
USA | |
| - | | |
| 100 | % | |
| 01/01 – 9/30 | | |
| 02/19 – 9/30 | |
Advent Technologies GmbH | |
Germany | |
| 100 | % | |
| - | | |
| 01/01 – 9/30 | | |
| 09/01 – 9/30 | |
Advent Technologies A/S | |
Denmark | |
| 100 | % | |
| - | | |
| 01/01 – 9/30 | | |
| 09/01 – 9/30 | |
Advent Green Energy Philippines, Inc | |
Philippines | |
| - | | |
| 100 | % | |
| 01/01 – 9/30 | | |
| 09/01 – 9/30 | |
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.
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 $42.4
million. Additionally, as of September 30, 2022, the Company reported a positive working capital of $47.3
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- and nine-month periods ended September 30, 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.
Available for Sale Financial Asset
On May 25, 2022, Advent Technologies S.A (“Advent
SA”) and UNI.FUND Mutual Fund (“UNIFUND”) entered into an agreement to finance Cyrus SA (“Cyrus”) with a
convertible bond loan (“Bond Loan”) of €1.0 million. As a part of this transaction, Advent SA offered €0.3 million
in bond loans with an annual interest rate of 8.00%. The term of the loan is three years and there is a surcharge of 2.5% for overdue
interest.
Mandatory conversion of the Bond Loan will occur in
the event of qualified financing which is equivalent to a share capital increase by Cyrus in the first three years from the execution
of the Bond Loan agreement with a total amount over €3 million which is covered by third parties unrelated to the basic shareholders
or by investors related to them.
The Company classifies the Bond Loan as an available
for sale financial asset on the condensed consolidated balance sheets. The Company recognizes interest income within the condensed consolidated
statement of operations. For the three and nine months ended September 30, 2022, the Company recognized $6 thousand of interest income
related to the Bond Loan within the condensed consolidated statements of operations.
The Company initially measured the available for sale
Bond Loan at the transaction price plus any applicable transaction costs. The Bond Loan is remeasured to its fair value at each reporting
period and upon settlement. The estimated fair value of the Bond Loan is determined using Level 3 inputs by using a discounted cash flow
model. The change in fair value is recognized within the condensed consolidated statements of comprehensive loss. The Company did not
recognize any unrealized gain / (loss) from the agreement date of May 25, 2022 through September 30, 2022.
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 1
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 1 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 assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and December 31, 2021.
Liabilities Measured at Fair Value on Recurring Basis | |
| | | |
| | |
| |
As of September 30, 2022 (unaudited) | |
(Amounts in thousands) | |
Fair Value | | |
Unobservable Inputs
(Level 3) | |
Assets | |
| | |
| |
Available for sale financial asset | |
$ | 291 | | |
$ | 291 | |
| |
$ | 291 | | |
$ | 291 | |
| |
| | | |
| | |
Liabilities | |
| | | |
| | |
Warrant liability | |
$ | 3,125 | | |
$ | 3,125 | |
| |
$ | 3,125 | | |
$ | 3,125 | |
| |
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 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 assets and liabilities
for the three and nine months ended September 30, 2022 and 2021 were as follows:
Change in Fair Value of Warrant Liability | |
| | | |
| | | |
| | | |
| | |
Available for Sale Financial Asset |
(Amounts in thousands) | |
For the Three Months Ended September 30,
2022 (unaudited) | | |
For the Three Months Ended September 30,
2021 (unaudited) | | |
For the Nine Months Ended September 30,
2022 (unaudited) | | |
For the Nine Months Ended September 30,
2021 (unaudited) | |
Estimated fair value (beginning of period) | |
$ | 311 | | |
$ | - | | |
$ | - | | |
$ | - | |
Estimated fair value of available for sale financial asset acquired | |
| - | | |
| - | | |
| 311 | | |
| - | |
Foreign exchange fluctuations | |
| (20 | ) | |
| - | | |
| (20 | ) | |
| - | |
Change in estimated fair value | |
| - | | |
| - | | |
| - | | |
| - | |
Estimated fair value (end of period) | |
$ | 291 | | |
$ | - | | |
$ | 291 | | |
$ | - | |
Warrant Liability |
(Amounts in thousands) | |
For the Three Months Ended September 30,
2022 (unaudited) | | |
For the Three Months Ended September 30,
2021 (unaudited) | | |
For the Nine Months Ended September 30,
2022 (unaudited) | | |
For the Nine Months Ended September 30,
2021 (unaudited) | |
Estimated fair value (beginning of period) | |
$ | 2,214 | | |
$ | 19,705 | | |
$ | 10,373 | | |
$ | - | |
Estimated fair value of warrant issuance | |
| - | | |
| - | | |
| - | | |
| 33,116 | |
Change in estimated fair value | |
| 911 | | |
| (2,422 | ) | |
| (7,248 | ) | |
| (15,833 | ) |
Estimated fair value (end of period) | |
$ | 3,125 | | |
$ | 17,283 | | |
$ | 3,125 | | |
$ | 17,283 | |
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 tables provide quantitative information
regarding Level 3 fair value measurement inputs as of their measurement date September 30, 2022:
Fair Value Measurements Input | |
| | |
Available for Sale Financial Asset |
Interest Rate | |
| 8.00 | % |
Discount Rate | |
| 8.00 | % |
Remaining term (in years) | |
| 2.75 | |
Warrant Liability |
Stock price | |
$ | 3.06 | |
Exercise price (strike price) | |
$ | 11.50 | |
Risk-free interest rate | |
| 4.13 | % |
Volatility | |
| 75.90 | % |
Remaining term (in years) | |
| 3.34 | |
The Company performs routine procedures such as comparing prices obtained
from independent source to ensure that appropriate fair values are recorded.
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 adopted ASC 842 on January 1, 2022 for its annual consolidated
financial statements and related disclosures and for interim periods within annual periods from January 1, 2023 in accordance with the
adoption dates for private entities applicable to it under its emerging growth company status. When the Company presents the adoption
of the new lease standard it will use the modified retrospective method. At the time the Company presents its interim consolidated financial
statements for the first quarter of 2023, it will adjust the comparative period to reflect the adoption of this standard. Furthermore,
the Company elected practical expedients, which allow entities (i) to not reassess whether any expired or existing contracts are considered
or contain leases; (ii) to not reassess the lease classification for any expired or existing leases (iii) to not reassess initial direct
costs for any existing leases and (iv) which allows to treat the lease and non-lease components as a single lease component due to its
predominant characteristic. 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. The Company estimates
both assets and liabilities on the condensed consolidated balance sheet will increase by approximately $12.7 million as of January 1,
2022. 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 its disclosures
in its annual consolidated financial statements.
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. The
Company adopted the standard on January 1, 2022 and is currently evaluating the impact of this standard on the Company’s annual
consolidated financial statements and related disclosures.
In December 2019, the FASB issued ASU 2019-12, Income
Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which is intended to simplify various aspects related to accounting for
income taxes. The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December
15, 2020 for public entities, with early adoption permitted. The Company adopted the standard on
January 1, 2022, in accordance with the adoption dates for private entities applicable to it under its emerging growth company
status and does not believe that the standard will have a significant impact on the Company’s
annual 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.
| (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 Agreement and Plan of Merger, 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 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,
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 nine months
ended September 30, 2021:
Reconciles the Elements of Business Combination to Consolidated Statements | |
| | |
(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 | |
| (17,189 | ) |
Less non-cash warrant liability assumed | |
| (33,116 | ) |
Net Business Combination and PIPE financing | |
$ | 108,006 | |
The number of shares of common stock issued immediately
following the consummation of the Business Combination:
Common Stock Issued Following the Consummation of 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 | |
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):
Assets Acquired and Liabilities Assumed | |
| | |
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 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). An additional amount of $4.4 million, representing cash on the balance sheet of the acquired
businesses at closing, will be paid to the Seller to complete the acquisition of SerEnergy and FES and is included in “Other current
liabilities” (Note 12).
Assets and liabilities at acquisition
The assets acquired and liabilities assumed at the
date of acquisition were as follows (amounts in thousands):
Assets Acquired and Liabilities Assumed | |
| | |
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 2 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 in 2023. 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
2 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 September 30, 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 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 nine months ended September 30, 2021.
| 5. | Accounts receivable, net |
Accounts receivable consist of the following:
Schedule of Accounts Receivable | |
| | | |
| | |
(Amounts in thousands) | |
September 30,
2022 (unaudited) | | |
December 31,
2021 | |
Accounts receivable from third party customers | |
$ | 2,084 | | |
$ | 3,550 | |
Less: Allowance for credit losses | |
| (97 | ) | |
| (411 | ) |
Accounts receivable, net | |
$ | 1,987 | | |
$ | 3,139 | |
For the three and nine months ended September 30,
2022 and 2021, changes in the allowance for credit losses were as follows:
Schedule of Changes in Allowance for Credit Losses | |
| | | |
| | | |
| | | |
| | |
(Amounts in thousands) | |
For the three months ended September 30,
2022 (unaudited) | | |
For
the three months ended September 30,
2021 (unaudited) | | |
For
the nine months ended September 30,
2022 (unaudited) | | |
For
the nine months ended September 30,
2021 (unaudited) | |
Balance at beginning of period | |
$ | (415 | ) | |
$ | - | | |
$ | (411 | ) | |
$ | - | |
Additions | |
| 1 | | |
| - | | |
| (39 | ) | |
| - | |
Assumed at business combination | |
| - | | |
| (397 | ) | |
| - | | |
| (397 | ) |
Income from unused provisions | |
| 319 | | |
| - | | |
| 319 | | |
| - | |
Foreign exchange fluctuations | |
| (2 | ) | |
| - | | |
| 34 | | |
| - | |
Balance at end of period | |
$ | (97 | ) | |
$ | (397 | ) | |
$ | (97 | ) | |
$ | (397 | ) |
Inventories consist of the following:
Schedule of Inventories | |
| | | |
| | |
(Amounts in thousands) | |
September 30,
2022 (unaudited) | | |
December 31,
2021 | |
Raw materials and supplies | |
$ | 7,239 | | |
$ | 5,361 | |
Work-in-process | |
| 555 | | |
| 757 | |
Finished goods | |
| 3,367 | | |
| 888 | |
Total | |
$ | 11,161 | | |
$ | 7,006 | |
Provision for slow moving inventory | |
| (228 | ) | |
| (48 | ) |
Total | |
$ | 10,933 | | |
$ | 6,958 | |
The changes in the provision for slow moving inventory is as follows:
Schedule of Changes in Provision for Slow Moving Inventory | |
| | | |
| | | |
| | | |
| | |
(Amounts in thousands) | |
For the three months ended September 30,
2022 (unaudited) | | |
For
the three months ended September 30,
2021 (unaudited) | | |
For
the nine months ended September 30,
2022 (unaudited) | | |
For
the nine months ended September 30,
2021 (unaudited) | |
Balance at beginning of period | |
$ | (44 | ) | |
$ | - | | |
$ | (48 | ) | |
$ | - | |
Assumed at business combination | |
| - | | |
| (49 | ) | |
| - | | |
| (49 | ) |
Additions | |
| (204 | ) | |
| - | | |
| (204 | ) | |
| - | |
Foreign exchange fluctuations | |
| 20 | | |
| - | | |
| 24 | | |
| - | |
Balance at end of period | |
$ | (228 | ) | |
$ | (49 | ) | |
$ | (228 | ) | |
$ | (49 | ) |
| 7. | Prepaid expenses and other current assets |
Prepaid expenses are analyzed as follows:
Schedule of Prepaid Expenses | |
| | | |
| | |
(Amounts in thousands) | |
September 30,
2022 (unaudited) | | |
December 31,
2021 | |
Prepaid insurance expenses | |
$ | 946 | | |
$ | 355 | |
Prepaid research expenses | |
| 287 | | |
| 495 | |
Prepaid rent expenses | |
| 93 | | |
| 99 | |
Other prepaid expenses | |
| 331 | | |
| 191 | |
Total | |
$ | 1,657 | | |
$ | 1,140 | |
Prepaid insurance expenses as of September 30, 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 September 30, 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:
Schedule of Other Current Assets | |
| | | |
| | |
(Amounts in thousands) | |
September 30, 2022 (unaudited) | | |
December 31, 2021 | |
VAT receivable | |
$ | 1,063 | | |
$ | 981 | |
Withholding tax | |
| 753 | | |
| 108 | |
Grant receivable | |
| 375 | | |
| 510 | |
Purchases under receipt | |
| 233 | | |
| 274 | |
Guarantees | |
| 37 | | |
| 24 | |
Other receivables | |
| 908 | | |
| 2,836 | |
Accrued interest income | |
| 39 | | |
| - | |
Total | |
$ | 3,408 | | |
$ | 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 $8.0 million of expenses related to the design and construction
of the Company’s workspace. During the three months ended September 30, 2022, the Company received $6.5 million of reimbursable
expenses from the lessor. As of September 30, 2022 and December 31, 2021, other receivables include an amount of $0.8 million and $2.6
million, respectively, relating to the expenses reimbursable by the lessor.
| 8. | Goodwill and Intangible Assets |
Goodwill
As of September 30, 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:
Schedule of Goodwill | |
| | |
(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 | |
Intangible Assets
Information regarding our intangible assets, including
assets recognized from our acquisitions, as of September 30, 2022 and December 31, 2021 is as follows:
Schedule of Intangible Assets | |
| | | |
| | | |
| | |
| |
As of September 30, 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 | | |
| (2,532 | ) | |
| 18,689 | |
Process know-how (IPR&D) | |
| 2,612 | | |
| (472 | ) | |
| 2,140 | |
Order backlog | |
| 266 | | |
| (266 | ) | |
| - | |
Software | |
| 212 | | |
| (109 | ) | |
| 103 | |
Total finite-lived intangible assets | |
$ | 24,311 | | |
$ | (3,379 | ) | |
$ | 20,932 | |
Total intangible assets | |
$ | 24,717 | | |
$ | (3,379 | ) | |
$ | 21,338 | |
| |
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 and nine months ended September 30, 2022. In the nine months ended September 30, 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 22,938
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 and nine months ended September 30, 2022, the Company recorded $0.0
million and $0.1 million, respectively, of amortizing intangible assets related to software. The Company recorded $20.1 million of
amortizing intangible assets during the three months ended September 30, 2021 related to the acquisitions of SerEnergy and FES. For
the nine months ended September 30, 2021, the Company recorded $24.5 million of amortizing intangible assets related to the
acquisitions of UltraCell, SerEnergy, and FES. 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 September 30, 2022 and 2021 was $0.7 million and $0.3 million, respectively.
The amortization expense for the intangible assets for the nine months ended September 30, 2022 and 2021 was $2.1 million and $0.5
million, respectively.
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 September 30, 2022 is expected to be as follows:
Schedule of Future Amortization Expense | |
| | |
(Amounts in thousands) | |
| | |
Fiscal Year Ended December 31, | |
| | |
2022 | |
$ | 682 | |
2023 | |
| 2,606 | |
2024 | |
| 2,606 | |
2025 | |
| 2,606 | |
2026 | |
| 2,597 | |
Thereafter | |
| 9,835 | |
Total | |
$ | 20,932 | |
| 9. | Property, plant and equipment, net |
Our property, plant and equipment, net, consisted
of the following:
Schedule of Property, plant and equipment, net | |
| | | |
| | |
(Amounts in thousands) | |
September 30,
2022 (unaudited) | | |
December 31,
2021 | |
Land, Buildings & Leasehold Improvements | |
$ | 1,808 | | |
$ | 1,888 | |
Machinery | |
| 7,646 | | |
| 8,756 | |
Equipment | |
| 4,184 | | |
| 4,091 | |
Assets under construction | |
| 2,494 | | |
| 431 | |
| |
$ | 16,132 | | |
$ | 15,166 | |
Less: accumulated depreciation | |
| (6,387 | ) | |
| (6,581 | ) |
Total | |
$ | 9,745 | | |
$ | 8,585 | |
During the three and nine months ended September 30,
2022, additions to property, plant and equipment of $0.8 million and $3.5 million, respectively, include leasehold improvements, machinery,
office and other equipment and assets under construction. During the three and nine months ended
September 30, 2021, $1.8 million and $2.7 million, respectively, 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, SerEnergy, and FES
(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 and nine months
ended September 30, 2022, the Company did not transfer assets under construction to machinery and equipment.
Depreciation expense during the three months ended
September 30, 2022 and 2021 was $0.3 million and $0.5 million, respectively. Depreciation expense during the nine months ended September
30, 2022 and 2021 was $1.1 million and $0.6 million, respectively.
During the nine months ended September 30, 2022, the
Company recognized a loss of $0.2 million due to the disposal of machines and equipment no longer in use at Advent Technologies GmbH’s
manufacturing facility. The loss is included in other expenses in the statement of operations for the nine months ended September 30,
2022.
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 September 30, 2022
and December 31, 2021 are mostly comprised of advances to suppliers for the acquisition of fixed assets of $2.6 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 $1.2 million for executive severance as of December 31, 2021.
12. |
Other
current liabilities |
As
of September 30, 2022 and December 31, 2021, other current liabilities consist of the following:
Schedule of Other Current Liabilities and Accrued Expenses | |
| | | |
| | |
(Amounts in thousands) | |
September 30, 2022 (unaudited) | | |
December 31, 2021 | |
Accrued expenses (1) | |
$ | 1,719 | | |
$ | 5,903 | |
Other short-term payables (2) | |
| 4,592 | | |
| 4,590 | |
Taxes and duties payable | |
| 1,114 | | |
| 1,236 | |
Provision for unused vacation | |
| 390 | | |
| 424 | |
Accrued provision for warranties, current portion (Note 14) | |
| 195 | | |
| 208 | |
Social security funds | |
| 46 | | |
| 84 | |
Overtime provision | |
| 41 | | |
| 70 | |
Total | |
$ | 8,097 | | |
$ | 12,515 | |
(1) |
Accrued expenses are analyzed as follows: |
(Amounts in thousands) | |
September 30, 2022
(unaudited) | | |
December 31, 2021 | |
Accrued bonus | |
$ | - | | |
$ | 3,603 | |
Accrued construction fees | |
| 446 | | |
| 1,285 | |
Accrued expenses for legal and consulting fees | |
| 193 | | |
| 334 | |
Accrued payroll fees | |
| 137 | | |
| 129 | |
Other accrued expenses | |
| 943 | | |
| 552 | |
Total | |
$ | 1,719 | | |
$ | 5,903 | |
Accrued
construction fees as of September 30, 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 September 30, 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 September 30, 2022 and December 31, 2021, the Company had an aggregate of 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 1 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 5 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 September
30, 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 September 30, 2022 and December 31, 2021 mainly include an amount of $0.6 million and $0.8 million, respectively,
being the non-current portion of a total accrued warranty reserve of $0.8 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 September 30, 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).
On
April 29, 2022, 9,652 shares of common stock were issued in connection with the Company’s 2021 Equity Incentive Plan (the “Plan”).
On
May 5, 2022, 348,962 shares of common stock were issued in connection with the Plan.
On
June 13, 2022, 9,652 shares of common stock were issued in connection with the Plan.
On
June 29, 2022, 9,652 shares of common stock were issued in connection with the Plan.
On
August 26, 2022, 31,351 shares of common stock were issued in connection with the Plan.
On
September 2, 2022, 54,860 shares of common stock were issued in connection with the Plan.
As
of September 30, 2022 and December 31, 2021, there were 51,717,720 and 51,253,591 shares of issued and outstanding common stock with
a par value of $0.0001 per share, respectively.
Public
Warrants
In
connection with the Business Combination, the Company assumed the 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 September 30, 2022, the Company’s Public Warrants amounted to 22,029,279.
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.
The
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 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 nine months ended September 30, 2022 as follows:
Schedule of Activities for Stock Options | |
| | | |
| | | |
| | |
| |
Number of Shares | | |
Strike Price | | |
Grant Date Fair Value | |
Granted on March 18, 2022 | |
| 328,167 | | |
$ | 2.94 | | |
$ | 2.32 | |
Granted on July 12, 2022 | |
| 410,000 | | |
$ | 2.74 | | |
$ | 2.39 | |
Granted on September 7, 2022 | |
| 71,850 | | |
$ | 2.92 | | |
$ | 2.19 | |
Total stock options granted in 2022 | |
| 810,017 | | |
| | | |
| | |
The
following table presents the assumptions used to estimate the fair value of the stock options as of the Grant Date:
Schedule of Assumptions Used to Estimate the Fair Value of Stock Options | |
| | | |
| | | |
| | |
| |
Assumptions | |
| |
Stock options granted on March 18, 2022 | | |
Stock options granted on July 12, 2022 | | |
Stock options granted on September 7, 2022 | |
Expected volatility | |
| 96.7 | % | |
| 118.3 | % | |
| 87.1 | % |
Risk-free rate | |
| 2.2 | % | |
| 3.0 | % | |
| 3.3 | % |
Time to maturity | |
| 6.25 years | | |
| 6.25 years | | |
| 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 4 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 recognized compensation cost of $0.9 million and $2.6 million in respect
of Stock Options granted, which is included in administrative and selling expenses in the consolidated statement of operations for
the three and nine months ended September 30, 2022, respectively. The Company recognized compensation cost of $1.0 million and $1.2
million in respect of Stock Options granted, which is included in administrative and selling expenses in the consolidated statement
of operations for the three and nine months ended September 30, 2021, respectively. The Company also has a policy of accounting for
forfeitures when they occur.
The
following table summarizes the activities for our unvested stock options for the nine months ended September 30, 2022:
Schedule of Activities for Unvested Stock | |
| | | |
| | |
| |
Number of options | | |
Weighted Average Grant Date Fair Value | |
Unvested as of December 31, 2021 | |
| 2,624,894 | | |
$ | 4.88 | |
Granted | |
| 810,017 | | |
$ | 2.34 | |
Vested | |
| (647,191 | ) | |
$ | 5.34 | |
Forfeited | |
| (70,382 | ) | |
$ | 3.41 | |
Unvested as of September 30, 2022 | |
| 2,717,338 | | |
$ | 4.16 | |
As
of September 30, 2022, there was $9.5 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 1
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 1
year and Restricted Stock Unit Agreements that vest on a graded basis over four 4 years. The Company has a policy of recognizing
compensation cost on a straight-line basis over the total requisite service period. The Company recognized compensation cost of $1.8
million and $5.1 million in respect of RSUs, which is included in administrative and selling expenses in the consolidated statement
of operations for the three and nine months ended September 30, 2022, respectively. The Company recognized compensation cost of $2.3
million and $2.8 million in respect of RSUs, which is included in administrative and selling expenses in the consolidated statement
of operations for the three and nine months ended September 30, 2021, respectively. The Company also has a policy of accounting for
forfeitures when they occur.
Restricted
Stock Units have been granted during the nine months ended September 30, 2022 as follows:
Schedule of Restricted Stock Units | |
| | | |
| | |
| |
Number of Shares | | |
Grant Date Fair Value | |
Granted on March 18, 2022 | |
| 328,167 | | |
$ | 2.94 | |
Granted on June 8, 2022 | |
| 193,548 | | |
$ | 1.55 | |
Granted on July 12, 2022 | |
| 410,000 | | |
$ | 2.74 | |
Granted on September 7, 2022 | |
| 71,850 | | |
$ | 2.92 | |
Total restricted stock units granted in 2022 | |
| 1,003,565 | | |
| | |
The
following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2022:
Schedule of Unvested Restricted Stock Units | |
| | | |
| | |
| |
Number of Shares | | |
Weighted Average Grant Date Fair Value | |
Unvested as of December 31, 2021 | |
| 2,702,099 | | |
$ | 9.65 | |
Granted | |
| 1,003,565 | | |
$ | 2.59 | |
Vested | |
| (695,451 | ) | |
$ | 9.71 | |
Forfeited | |
| (99,327 | ) | |
$ | 6.73 | |
Unvested as of September 30, 2022 | |
| 2,910,886 | | |
$ | 7.30 | |
As
of September 30, 2022, there was $17.6 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.
Revenue
is analyzed as follows:
Schedule of Revenue | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended September 30, (unaudited) | | |
Nine Months Ended September 30, (unaudited) | |
(Amounts in thousands) | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Sales of goods | |
$ | 2,395 | | |
$ | 1,674 | | |
$ | 5,284 | | |
$ | 4,167 | |
Sales of services | |
| 4 | | |
| - | | |
| 596 | | |
| - | |
Total revenue from contracts with customers | |
$ | 2,399 | | |
$ | 1,674 | | |
$ | 5,880 | | |
$ | 4,167 | |
The
timing of revenue recognition is analyzed as follows:
(Amounts in thousands) | |
Three Months Ended September 30, (unaudited) | | |
Nine Months Ended September 30, (unaudited) | |
Timing of revenue recognition | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Revenue recognized at a point in time | |
$ | 2,399 | | |
$ | 1,674 | | |
$ | 5,880 | | |
$ | 3,507 | |
Revenue recognized over time | |
| - | | |
| - | | |
| - | | |
| 660 | |
Total revenue from contracts with customers | |
$ | 2,399 | | |
$ | 1,674 | | |
$ | 5,880 | | |
$ | 4,167 | |
As
of September 30, 2022 and December 31, 2021, Advent recognized contract assets of $0.9 million and $1.6 million, respectively, on the
consolidated balance sheets.
As
of September 30, 2022 and December 31, 2021, Advent recognized contract liabilities of $1.2 million and $1.1 million, respectively, in
the consolidated balance sheets. During the nine months ended September 30, 2022, the Company recognized the amount of $0.1 million in
revenues.
The
aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of September 30, 2022 and
2021 are $2.5 million and $2.5 million, respectively. The Company expects to recognize this amount during the duration of the contract
that ends in the fiscal year 2026.
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 and nine months ended September 30, 2022, an amount of $0.3 million and $0.9 million has been recognized in research and development
expenses on the consolidated statements of operations, respectively. For the three and nine months ended September 30, 2021, an amount
of $0.3 million has been recognized in research and development expenses on the consolidated statements of operations, respectively.
On
May 25, 2022, Advent SA and UNIFUND entered into an agreement to finance Cyrus with a convertible Bond Loan of €1.0
million. As a part of this transaction, Advent SA offered €0.3
million in bond loans with an annual interest rate of 8%.
The term of the loan is three years 3 and there is a surcharge of 2.5%
for overdue interest.
Cyrus
business relates to the research and experimental development in natural and mechanics, the construction of pumps and hydrogen compressors
and the wholesale of compressors. Hydrogen compressors are critical part of the Hydrogen Refueling Stations (HRS) to be used by transport
applications. Cyrus has developed a prototype Metal Hydride Compressor which offers unique advantages. The proceeds from the Bond Loan
are to cover Cyrus’s working capital needs in the context of its operation and the product development.
Mandatory
conversion of the Bond Loan will occur in the event of qualified financing which is equivalent to a share capital increase by Cyrus in
the first three years from the execution of the Bond Loan agreement with a total amount over €3 million which is covered by third
parties unrelated to the basic shareholders or by investors related to them.
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.
20. | 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 1 business segment.
Geographic
Information
The
following table presents revenues, by geographic location (based on the location of the entity selling the product) for the three and
nine months ended September 30, 2022 and 2021:
Revenues, by Geographic Location | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended September 30, (unaudited) | | |
Nine Months Ended September 30, (unaudited) | |
(Amounts in thousands) | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
North America | |
$ | 2,063 | | |
$ | 650 | | |
$ | 3,496 | | |
$ | 2,914 | |
Europe | |
| 322 | | |
| 965 | | |
| 1,957 | | |
| 1,194 | |
Asia | |
| 14 | | |
| 59 | | |
| 427 | | |
| 59 | |
Total net sales | |
$ | 2,399 | | |
$ | 1,674 | | |
$ | 5,880 | | |
$ | 4,167 | |
21. | 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 September 30, 2022.
Guarantee
letters
The
Company had 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 December 31, 2021, issued letters
of guarantee amount to $2.7 million. As of September 30, 2022, the Company did not hold any letters of guarantee.
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.
In 2022, the Company entered into a supply agreement
by and among the Company, in its capacity as Customer, and De Nora Deutschland GmbH (“De Nora”), in its capacity as Seller.
The supply agreement provides for the purchase by the Company of 3,236 (Minimum Quantity) of electrodes from De Nora during the contract
duration from May 3, 2022 until June 24, 2023.
In
2022, the Company entered into a supply agreement by and among the Company, in its capacity as Customer, and Shin-Etsu Polymer Singapore
Pte, Ltd (“Shin-Etsu”), in its capacity as Seller. The supply agreement provides for the purchase by the Company of 318,400
pieces (Minimum Quantity) of bipolar plates from Shin-Etsu during the contract duration from June 1, 2022 until June 30, 2024.
The
following table summarizes our contractual obligations as of September 30, 2022:
Schedule of Contractual Obligations |
|
|
|
| |
| | | |
| | | |
| | |
Fiscal Year Ended December 31, |
|
|
Quantity (electrodes) |
| |
Quantity (pieces) | | |
Quantity (m2) | | |
Price (Amounts in thousands) | |
2022 |
|
|
904 |
| |
| 15,200 | | |
| 1,200 | | |
$ | 970 | |
2023 |
|
|
1,428 |
| |
| 182,400 | | |
| 4,000 | | |
| 3,523 | |
2024 |
|
|
- |
| |
| 108,000 | | |
| 6,000 | | |
| 2,467 | |
2025 |
|
|
- |
| |
| - | | |
| 8,000 | | |
| 1,950 | |
Total |
|
|
2,332 |
| |
| 305,600 | | |
| 19,200 | | |
$ | 8,910 | |
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 5 (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 September 30, 2022 and December 31, 2021.
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 8.5 and five months, with an option to extend for five years, 5
and commenced in October 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 €7,768 plus VAT. The Company provided security
in the form of a parent guarantee for a maximum amount of €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 and nine months ended September 30, 2022, the Company recorded lease expenses of $0.3 million and $1.0 million, respectively.
During the three and nine months ended September 30, 2021, the Company recorded lease expenses of $0.3 million and $0.5 million, respectively.
Future
Lease Payments
Future
minimum lease payments under operating leases expiring subsequent to September 30, 2022, are summarized as follows (amounts in thousands):
Schedule of Future Minimum Lease Payments | |
| | |
Fiscal Year Ended December 31, | |
| |
2022 | |
$ | 934 | |
2023 | |
| 2,439 | |
2024 | |
| 2,309 | |
2025 | |
| 2,308 | |
2026 | |
| 1,933 | |
Thereafter | |
| 16,425 | |
Total | |
$ | 26,348 | |
Net
loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the year.
The
following table sets forth the computation of the basic and diluted net loss per share for the three and nine months ended September
30, 2022 and 2021:
Schedule of Computation of Basic and Diluted Net Loss Per Share | |
| | | |
| | | |
| | | |
| | |
| |
Three Months Ended September 30, (unaudited) | | |
Nine Months Ended September 30, (unaudited) | |
(Amounts in thousands, except share and per share amounts) | |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Numerator: | |
| | |
| | |
| | |
| |
Net loss | |
$ | (11,468 | ) | |
$ | (11,280 | ) | |
$ | (26,712 | ) | |
$ | (11,517 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | |
Basic weighted average number of shares | |
| 51,660,133 | | |
| 48,325,164 | | |
| 51,465,004 | | |
| 43,982,039 | |
Diluted weighted average number of shares | |
| 51,660,133 | | |
| 48,325,164 | | |
| 51,465,004 | | |
| 43,982,039 | |
Net loss per share: | |
| | | |
| | | |
| | | |
| | |
Basic | |
$ | (0.22 | ) | |
$ | (0.23 | ) | |
$ | (0.52 | ) | |
$ | (0.26 | ) |
Diluted | |
$ | (0.22 | ) | |
$ | (0.23 | ) | |
$ | (0.52 | ) | |
$ | (0.26 | ) |
Basic
net loss per share is computed by dividing net loss for the periods presented by the weighted-average number of common shares outstanding
during these periods.
Diluted
net loss per share is computed by dividing the net 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 RSUs. 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 and nine months ended September 30, 2022 and 2021, 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.
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 financial statements.