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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August 11, 2023
Advent Technologies Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38742 |
|
83-0982969 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification
No.) |
500 Rutherford Avenue, Suite 102
Boston,
MA 02129
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (617) 655-6000
Check
the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12) |
| ☐ | Pre−commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b)) |
| ☐ | Pre−commencement
communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
stock, par value $0.0001 per share |
|
ADN |
|
The
Nasdaq Capital Market |
Warrants
to purchase one share of common stock, each at an exercise price of $11.50 |
|
ADNWW |
|
The
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 |
Results
of Operations and Financial Condition. |
On
August 11, 2023, Advent Technologies Holdings, Inc., a Delaware corporation (the “Company”), issued a press release
(the “Earnings Release”) reporting its financial results for the three and six months ended June 30, 2023. As noted
in the Earnings Release, management will host a conference call on Friday, August 11, 2023, at 9:00 a.m. Eastern time to discuss
such financial results. Instructions on how to participate in the conference call are contained in the Earnings Release, a copy of which
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The
information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 7.01 |
Regulation
FD Disclosure. |
The
information contained in Item 2.02 of this Current Report on Form 8-K is incorporated herein by reference.
The
information included in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K is not deemed to be “filed”
for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall this item and
Exhibit 99.1 be incorporated by reference into the Company’s filings under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such future filing.
Item 9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibit.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated:
August 11, 2023 |
|
|
|
|
|
|
Advent Technologies
Holdings, Inc. |
|
|
|
|
By: |
/s/
Vassilios Gregoriou |
|
Name: |
Vassilios Gregoriou |
|
Title: |
Chairman and Chief Executive
Officer |
Exhibit 99.1
Advent Technologies
Reports Q2 2023 Results
| · | Agreement with BASF to establish end-to-end supply
chain for hydrogen fuel cell systems in Europe. |
| · | Signed MoU with Safran Power Units to advance
HT-PEM fuel cell technology for the aerospace sector. |
| · | Secured $1.1 million contract to supply HT-PEM
MEAs for fuel cell-powered trucks in Asia. |
| · | Working actively with the Greek State for the
timely signing of Advent’s Green HiPo project, following official ratification from the European Commission under the Important
Projects of Common European Interest (“IPCEI”) Hy2Tech Program. |
BOSTON, MA. – August 11, 2023 –
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 June 30, 2023.
All amounts are in U.S. dollars unless otherwise noted and have been prepared in accordance with U.S. generally accepted accounting principles
(“GAAP”).
Q2 2023 Financial Highlights
(All comparisons are to Q2 2022, unless otherwise
stated)
| · | Revenue of $1.1 million and income from grants
of $0.7 million, for a total of $1.8 million. |
| · | Operating expenses of $11.2 million, a year-over-year
increase of $0.6 million, primarily related to an increase in research and development costs, as well as expenses related to our new Hood
Park facility in Charlestown, MA. |
| · | Recognized $9.8 million of asset impairment charges,
mostly related to the assessment of goodwill and other intangible assets from the Company’s acquisitions in 2021. |
| · | Net loss in Q2 of $(21.8) million or $(0.41)
per share. |
| · | Unrestricted cash reserves were $10.1 million
as of June 30, 2023, a decrease of $9.5 million from March 31, 2023, which includes $3.4 million of cash raised from the Company’s
equity line of credit with Lincoln Park Capital, $1.9 million paid to complete the acquisition of the fuel cell systems business in Denmark,
Germany and the Philippines, $0.8 million paid to acquire land in Kozani, Greece for the Green HiPo project, and $0.4 million paid for
the build-out of the Hood Park facility. |
“The consolidation of our operations continued
apace during Q2 2023, which has increased focus towards securing commercial contracts across our core energy markets of stationary and
mobility. This has also resulted in our cash burn becoming gradually reduced, and as various non-core fixed costs decline, we will continue
to drive efficiencies wherever possible,” said Dr. Vasilis Gregoriou, Chairman and CEO of Advent Technologies. “OEMs are increasingly
showing interest in our HT-PEM technology due to its functional applicability and adaptability with a range of non-fossil fuel sources.
We are confident that our technology can provide the means for our core markets to move to an environmentally cleaner and large-scale
sustainable model. We shall remain focused on successfully developing innovative fuel cell systems and expanding our collaboration agreements
with world-class partners.”
Business Updates
BASF and Advent Sign Agreement to Establish
End-to-End Supply Chain for Hydrogen Fuel Cell Systems in Europe: BASF Environmental Catalyst and Metal Solutions, a global leader
in precious metals and catalysis, and Advent concluded the terms of a new agreement to join efforts in building a full-loop component
supply chain for fuel cells.
For the past 20 years, BASF Environmental Catalyst
and Metal Solutions has been a leader in membrane and membrane electrode assembly (“MEA”) technology for high temperature
proton exchange membrane (“HT-PEM”) fuel cells with a strong foundation in precious metal services and catalysis. Advent is
a significant manufacturer of HT-PEM fuel cell systems, targeting emerging markets in the field of sustainable and decentralized energy
such as stationary power that can replace diesel generators, maritime power from e-methanol fuel cells, and heavy-duty mobility.
HT-PEM fuel cells operate at 120°C to 180°C,
offer a broad operating window and can tolerate impurities in the hydrogen fuel gas. The fuel cells also enable simplified cooling and
do not require humidification. Advent offers competitive fuel cell systems for stationary and portable applications based on methanol
and on-site reforming. Looking ahead, HT-PEM fuel cells will also become available for heavy-duty mobility and maritime power.
The scope of the agreement includes BASF’s
role in scaling-up MEA production at Advent’s planned state-of-the-art manufacturing facility in Western Macedonia, Greece, while
offering Advent its full portfolio of products and services to enable circularity in key materials. Both companies will cooperate on BASF’s
latest membrane development, Celtec®-Z, and the new Ion Pair™ MEA by Advent, aiming for improved performance,
lifetime and cost competitiveness.
Advent Technologies and Safran Power Units
Sign MoU to Advance HT-PEM Fuel Cell Technology for the Aerospace Sector: Advent signed a memorandum of understanding (“MoU”)
with Safran Power Units, a leader in auxiliary power systems and turbojet engines. Leveraging Advent’s proprietary Ion Pair™
MEA technology, and Safran’s aerospace knowledge and capabilities, this new collaboration seeks to advance the development of next-generation
HT-PEM fuel cell technology, specifically for the aerospace sector.
HT-PEM enables more efficient heat management
versus low temperature-PEM (“LT-PEM”). HT-PEM is more adapted for applications requiring high amounts of power combined with
strong integration constraints such as aviation. HT-PEM is also more robust and can withstand tougher operating conditions, such as extreme
temperatures and pollution, versus LT-PEM.
The collaboration is further supported by a strong
research consortium including Safran Tech (the Research & Technology Center of Safran Group), the French Alternative Energies and
Atomic Energy Commission, Fraunhofer Institute, the French National Centre for Scientific Research, the University of Strasbourg, and
the IMDEA Energy Institute. Led by Safran Power Units and with the support of Advent, the consortium has secured a grant for the Clean
Hydrogen Partnership TC3-08 NIMPHEA Project. Running from 2023 to 2026, the project is funded by Horizon Europe. NIMPHEA Project’s
main objective is to develop an aircraft-compatible, next-generation HT-PEM MEA. This involves optimizing and enhancing various components
such as the catalyst layer, membrane, and gas diffusion layer. Advent’s Ion Pair™ MEA technology serves as the foundation
for these advancements.
As part of the MoU, Advent and Safran Power Units
are exploring a joint development agreement for the advancement of HT-PEM fuel cells in aviation and for enhancing Advent’s supply
capability.
Advent Technologies Secures $1.1 Million Contract
to Supply its HT-PEM MEAs for Fuel Cell-Powered Trucks in Asia: Advent announced a contract with a prominent fuel cell manufacturer
specializing in truck applications in the East Asian market. Under this contract, Advent will supply MEAs to support the development of
advanced fuel cell solutions for trucks. The contract, which was signed in the second quarter of 2023 with a combined value of $1.1 million,
comes after a highly successful testing phase of Advent’s proprietary MEA technology conducted by its customer. Advent will deliver
HT-PEM MEAs with a projected continuation of deliveries aligned to the customer’s specified timeframe.
The use of Advent’s MEA technology in fuel
cell-powered trucks is a critical and substantial enhancement to EV technology, effectively tackling the challenges associated with charging
infrastructure and the limited range of pure EVs. MEAs are the critical component of fuel cell systems and have a pivotal role in determining
the overall performance, durability, efficiency, weight, and cost-effectiveness of the electrochemical products they empower.
Advent’s electrochemistry components business
includes electrodes, membranes, and MEAs. These components are critical for fuel cells, electrolysers, and for long-duration energy storage
such as flow batteries.
European
Electrolyser Summit: Advent participated in the 2nd European Electrolyser Summit held in
Brussels. Dr. Vasilis Gregoriou, Advent’s Chairman and CEO, was part of a group of 30 CEOs representing the European electrolyser
manufacturing sector in a meeting with European Commissioner Thierry Breton. The primary purpose of the meeting was to discuss and address
the objectives outlined in the Joint Declaration of the May 2022 EU Electrolyser Summit. The meeting, jointly organized by
the European Commission and Hydrogen Europe as part of the Electrolyser Partnership, brought together approximately 44 companies actively
involved in the European electrolyser supply chain.
Following the 2nd European
Electrolyser Summit, the industry remains steadfast in its commitment of achieving the ambitious goals set out in the REPowerEU communication.
The objective is to accomplish 10 million tons (“Mt”) of domestic hydrogen production and import 10Mt of hydrogen by 2030.
As part of this commitment, the industry is planning to significantly increase electrolyser production in the EU, aiming to ramp-up capacity
by a factor of seven within three years. This will involve scaling-up from the current 3GW production capacity to approximately 21GW by
2025.
In a recently published
document, the partnership members and the European Commission provided an update on the progress that has been made one year after the
signing of the Joint Declaration. The document highlights the industry’s continued efforts to expand its European footprint as the
regulatory framework moves closer to completion. Notable developments include the Renewable Energy Directive, Delegated Acts on Additionality,
and the Hydrogen Bank.
Update on Green HiPo
Project: On May 26, 2023, Advent provided an update on the implementation of the Green HiPo project under the framework of IPCEI
Hy2Tech. This update highlighted the recent milestones achieved in the project as described below, emphasizing the collective dedication
of the entire Advent team towards decarbonization, and the transformation of the clean energy landscape in Greece and Europe.
| 1. | Acquisition of Land: Advent successfully acquired the ownership rights to a prime parcel of real
estate located in Kozani, Greece, where its planned state-of-the-art facility for its Green HiPo IPCEI project is expected to be located.
This land acquisition underscores Advent’s unwavering dedication to establishing a robust infrastructure that will effectively and
strategically support the objectives of the Green HiPo IPCEI project. Advent has also set-up a coordination and planning office in the
center of Kozani which will serve as the operational hub for the Green HiPo IPCEI project. |
| 2. | Recruitment Process and Hiring of Key Professionals: Advent has initiated the process of identifying
and hiring key professionals – scientists, engineers, and managers who will play integral roles at the new state-of-the-art facility
in Kozani. These individuals will drive critical functions such as research and development, first industrial deployment, and supply chain
management. Their expertise will be instrumental in the development, design, and manufacture of innovative fuel cell systems and electrolyser
systems. Advent’s careful selection process will ensure that top-tier talent is recruited to support the successful execution of
the Green HiPo IPCEI project, thereby ensuring the project’s success and innovation. |
On August 4, 2023,
Advent was informed by the Ministry of National Economy and Finance that the Greek State is currently reviewing the financing for IPCEI
Hy2Tech. Accordingly, and as a pre-requisite for unlocking the State Aid funding for Green HiPo, the Greek State is examining and planning
ways to implement actions and to strengthen initiatives that will contribute to the transition of the productive and growth model of the
Greek economy towards climate neutrality. Parameters for the planning of such actions include implementing projects at specific times,
the viability of the completed proposed plans, as well as compliance with regulatory obligations and guidelines regarding the management
of European funds.
Dr. Gregoriou concluded, “Advent continues
to make significant progress in both the stationary and mobility power sectors. We will continue to consolidate our business with a view
to maximizing efficiency and effectiveness throughout our global operations, and to focus on core markets and significant projects. The
Greek State is progressing with its review of the Green HiPo project, and we await the finalization of all necessary procedures. I am
confident in the potential of Advent and our technology, and I am very optimistic that we will continue to increase market share as economies
embrace clean energy and decarbonization.”
Conference Call
The Company will host a conference call on Friday,
August 11, 2023, at 9:00 AM ET to discuss its results.
To access the call please dial (888) 660-6182
from the United States, or (929) 203-0891 from outside the U.S. The conference call I.D. number is 3273042. Participants should dial in
5 to 10 minutes before the scheduled time.
A replay of the call can also be accessed via
phone through August 25, 2023, by dialing (800) 770-2030 from the U.S., or (647) 362-9199 from outside the U.S. The conference I.D.
number is 3273042.
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 150 patents issued, pending, or licensed worldwide for fuel cell technology, Advent
holds the IP for next-generation HT-PEM that enable various fuels to function at high temperatures and under extreme conditions –
offering a flexible option for the automotive, aviation, defense, oil and gas, maritime, and power generation sectors. For more information,
please 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 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 filed with the Securities and Exchange Commission on March 31, 2023, 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. 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.
Contacts
Advent Technologies Holdings, Inc.
Naiem Hussain
nhussain@advent.energy
Chris Kaskavelis
press@advent.energy
###
ADVENT
TECHNOLOGIES HOLDINGS, INC.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Amounts
in USD thousands, except share and per share amounts)
| |
As of | |
| |
June 30,
2023 | | |
December 31,
2022 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | |
| |
Current assets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 10,052 | | |
$ | 32,869 | |
Restricted cash, current | |
| 1,996 | | |
| - | |
Accounts receivable, net | |
| 1,020 | | |
| 979 | |
Contract assets | |
| 51 | | |
| 52 | |
Inventories | |
| 15,164 | | |
| 12,620 | |
Prepaid expenses and Other current assets | |
| 3,185 | | |
| 2,980 | |
Total current assets | |
| 31,468 | | |
| 49,500 | |
Non-current assets: | |
| | | |
| | |
Goodwill | |
| - | | |
| 5,742 | |
Intangibles, net | |
| 1,909 | | |
| 6,062 | |
Property and equipment, net | |
| 20,507 | | |
| 17,938 | |
Right-of-use assets | |
| 3,829 | | |
| 4,055 | |
Restricted cash, non-current | |
| 750 | | |
| 750 | |
Other non-current assets | |
| 5,113 | | |
| 5,221 | |
Available for sale financial asset | |
| 326 | | |
| 320 | |
Total non-current assets | |
| 32,434 | | |
| 40,088 | |
Total assets | |
$ | 63,902 | | |
$ | 89,588 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Trade and other payables | |
$ | 6,545 | | |
$ | 4,680 | |
Deferred income from grants, current | |
| 990 | | |
| 801 | |
Contract liabilities | |
| 951 | | |
| 1,019 | |
Other current liabilities | |
| 2,321 | | |
| 4,703 | |
Operating lease liabilities | |
| 2,385 | | |
| 2,280 | |
Income tax payable | |
| 187 | | |
| 183 | |
Total current liabilities | |
| 13,379 | | |
| 13,666 | |
Non-current liabilities: | |
| | | |
| | |
Warrant liability | |
| 177 | | |
| 998 | |
Long-term operating lease liabilities | |
| 9,036 | | |
| 9,802 | |
Defined benefit obligation | |
| 86 | | |
| 72 | |
Deferred income from grants, non-current | |
| 421 | | |
| 50 | |
Other long-term liabilities | |
| 744 | | |
| 852 | |
Total non-current liabilities | |
| 10,464 | | |
| 11,774 | |
Total liabilities | |
| 23,843 | | |
| 25,440 | |
Commitments and contingent liabilities | |
| | | |
| | |
Stockholders’ equity | |
| | | |
| | |
Common stock ($0.0001 par value per share; Shares authorized: 500,000,000 and 110,000,000 at June 30, 2023 and December 31, 2022, respectively; Issued and outstanding: 58,420,207 and 51,717,720 at June 30, 2023 and December 31, 2022, respectively) | |
| 6 | | |
| 5 | |
Preferred stock ($0.0001 par value per share; Shares authorized: 1,000,000 at June 30, 2023 and December 31, 2022; nil issued and outstanding at June 30, 2023 and December 31, 2022) | |
| - | | |
| - | |
Additional paid-in capital | |
| 183,908 | | |
| 174,509 | |
Accumulated other comprehensive loss | |
| (2,274 | ) | |
| (2,604 | ) |
Accumulated deficit | |
| (141,581 | ) | |
| (107,762 | ) |
Total stockholders’ equity | |
| 40,059 | | |
| 64,148 | |
Total liabilities and stockholders’ equity | |
$ | 63,902 | | |
$ | 89,588 | |
ADVENT
TECHNOLOGIES HOLDINGS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts
in USD thousands, except share and per share amounts)
| |
Three months ended
June 30,
(Unaudited) | | |
Six months ended June 30,
(Unaudited) | |
| |
2023 | | |
2022 | | |
2023 | | |
2022 | |
Revenue, net | |
$ | 1,112 | | |
$ | 2,225 | | |
$ | 2,089 | | |
$ | 3,481 | |
Cost of revenues | |
| (1,905 | ) | |
| (2,270 | ) | |
| (3,389 | ) | |
| (3,787 | ) |
Gross loss | |
| (793 | ) | |
| (45 | ) | |
| (1,300 | ) | |
| (306 | ) |
Income from grants | |
| 660 | | |
| 209 | | |
| 1,194 | | |
| 717 | |
Research and development expenses | |
| (2,883 | ) | |
| (2,642 | ) | |
| (6,024 | ) | |
| (4,791 | ) |
Administrative and selling expenses | |
| (8,331 | ) | |
| (7,956 | ) | |
| (16,820 | ) | |
| (18,454 | ) |
Sublease income | |
| 138 | | |
| - | | |
| 265 | | |
| - | |
Amortization of intangibles | |
| (188 | ) | |
| (718 | ) | |
| (409 | ) | |
| (1,417 | ) |
Credit loss – customer contracts | |
| (127 | ) | |
| - | | |
| (127 | ) | |
| - | |
Impairment losses | |
| (9,763 | ) | |
| - | | |
| (9,763 | ) | |
| - | |
Operating loss | |
| (21,287 | ) | |
| (11,152 | ) | |
| (32,984 | ) | |
| (24,251 | ) |
Fair value change of warrant liability | |
| 99 | | |
| (217 | ) | |
| 489 | | |
| 8,159 | |
Finance income / (expenses), net | |
| 8 | | |
| 1 | | |
| 118 | | |
| (9 | ) |
Foreign exchange gains / (losses), net | |
| 159 | | |
| (1 | ) | |
| 118 | | |
| (18 | ) |
Other income / (expenses), net | |
| (806 | ) | |
| (218 | ) | |
| (760 | ) | |
| (221 | ) |
Loss before income tax | |
| (21,827 | ) | |
| (11,587 | ) | |
| (33,019 | ) | |
| (16,340 | ) |
Income taxes | |
| (4 | ) | |
| 439 | | |
| (800 | ) | |
| 1,096 | |
Net loss | |
$ | (21,831 | ) | |
$ | (11,148 | ) | |
$ | (33,819 | ) | |
$ | (15,244 | ) |
Net loss per share | |
| | | |
| | | |
| | | |
| | |
Basic loss per share | |
| (0.41 | ) | |
| (0.22 | ) | |
| (0.64 | ) | |
| (0.30 | ) |
Basic weighted average number of shares | |
| 53,417,230 | | |
| 51,476,822 | | |
| 52,714,105 | | |
| 51,365,823 | |
Diluted loss per share | |
| (0.41 | ) | |
| (0.22 | ) | |
| (0.64 | ) | |
| (0.30 | ) |
Diluted weighted average number of shares | |
| 53,417,230 | | |
| 51,476,822 | | |
| 52,714,105 | | |
| 51,365,823 | |
ADVENT
TECHNOLOGIES HOLDINGS, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts
in USD thousands)
| |
Six months ended June 30,
(Unaudited) | |
| |
2023 | | |
2022 | |
Net Cash used in Operating Activities | |
$ | (18,899 | ) | |
$ | (29,356 | ) |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Purchases of property and equipment | |
| (2,348 | ) | |
| (2,673 | ) |
Purchases of intangible assets | |
| - | | |
| (121 | ) |
Advances for the acquisition of property and equipment | |
| (1,214 | ) | |
| - | |
Acquisition of available for sale financial assets | |
| - | | |
| (328 | ) |
Acquisition of subsidiaries | |
| (1,864 | ) | |
| - | |
Net Cash used in Investing Activities | |
$ | (5,426 | ) | |
$ | (3,122 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds of issuance of common stock and paid-in capital | |
| 3,410 | | |
| - | |
Net Cash provided by Financing Activities | |
$ | 3,410 | | |
$ | - | |
| |
| | | |
| | |
Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents | |
$ | (20,915 | ) | |
$ | (32,478 | ) |
| |
| | | |
| | |
Effect of exchange rate changes on cash, cash equivalents, restricted cash and restricted cash equivalents | |
| 94 | | |
| (750 | ) |
Cash, cash equivalents, restricted cash and restricted cash equivalents at the beginning of the period | |
| 33,619 | | |
| 79,764 | |
Cash, cash equivalents, restricted cash and restricted cash equivalents at the end of the period | |
$ | 12,798 | | |
$ | 46,536 | |
| |
| | | |
| | |
Reconciliation to Condensed Consolidated Balance Sheets: | |
| | | |
| | |
Cash and cash equivalents | |
$ | 10,052 | | |
$ | 45,786 | |
Restricted cash, current | |
| 1,996 | | |
| - | |
Restricted cash, non-current | |
| 750 | | |
| 750 | |
Cash, cash equivalents, restricted cash and restricted cash equivalents | |
$ | 12,798 | | |
$ | 46,536 | |
| |
| | | |
| | |
Supplemental Cash Flow Information | |
| | | |
| | |
Cash activities | |
| | | |
| | |
Interest paid | |
$ | 16 | | |
$ | 7 | |
| |
| | | |
| | |
Non-cash Investing and Financing Activities: | |
| | | |
| | |
Assets acquired under operating leases | |
$ | - | | |
$ | 1,594 | |
Issuance of common stock and paid-in capital | |
$ | 769 | | |
$ | - | |
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 Advent’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 items such as one-time transaction costs, asset
impairment charges, and fair value changes in the warrant liability.
The
following tables show a reconciliation of net loss to EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2023
and 2022.
EBITDA and Adjusted EBITDA | |
Three months ended June 30,
(Unaudited) | | |
| | |
Six months ended June 30,
(Unaudited) | | |
| |
(in Millions of US dollars) | |
2023 | | |
2022 | | |
$ change | | |
2023 | | |
2022 | | |
$ change | |
Net loss | |
$ | (21.83 | ) | |
$ | (11.15 | ) | |
| (10.68 | ) | |
$ | (33.82 | ) | |
$ | (15.24 | ) | |
| (18.58 | ) |
Depreciation of property and equipment | |
$ | 0.81 | | |
$ | 0.36 | | |
| 0.45 | | |
$ | 1.21 | | |
$ | 0.78 | | |
| 0.43 | |
Amortization of intangibles | |
$ | 0.19 | | |
$ | 0.72 | | |
| (0.53 | ) | |
$ | 0.41 | | |
$ | 1.42 | | |
| (1.01 | ) |
Finance income / (expenses), net | |
$ | (0.01 | ) | |
$ | - | | |
| (0.01 | ) | |
$ | (0.12 | ) | |
$ | 0.01 | | |
| (0.13 | ) |
Other income / (expenses), net | |
$ | 0.81 | | |
$ | 0.22 | | |
| 0.59 | | |
$ | 0.76 | | |
$ | 0.22 | | |
| 0.54 | |
Foreign exchange differences, net | |
$ | (0.16 | ) | |
$ | - | | |
| (0.16 | ) | |
$ | (0.12 | ) | |
$ | 0.02 | | |
| (0.14 | ) |
Income taxes | |
$ | - | | |
$ | (0.44 | ) | |
| 0.44 | | |
$ | 0.80 | | |
$ | (1.10 | ) | |
| 1.90 | |
EBITDA | |
$ | (20.19 | ) | |
$ | (10.29 | ) | |
| (9.90 | ) | |
$ | (30.88 | ) | |
$ | (13.89 | ) | |
| (16.99 | ) |
Net change in warrant liability | |
$ | (0.10 | ) | |
$ | 0.22 | | |
| (0.32 | ) | |
$ | (0.49 | ) | |
$ | (8.16 | ) | |
| 7.67 | |
Impairment losses | |
$ | 9.76 | | |
$ | - | | |
| 9.76 | | |
$ | 9.76 | | |
$ | - | | |
| 9.76 | |
Adjusted EBITDA | |
$ | (10.53 | ) | |
$ | (10.07 | ) | |
| (0.46 | ) | |
$ | (21.61 | ) | |
$ | (22.05 | ) | |
| 0.44 | |
Adjusted
Net Loss
This
supplemental non-GAAP measure is provided to assist readers in determining our financial performance. We believe this measure is useful
in assessing performance and highlighting trends on an overall basis. Adjusted Net Loss differs from the most comparable GAAP measure,
net loss, primarily because it does not include one-time transaction costs, asset impairment charges and warrant liability changes. The
following table shows a reconciliation of net loss to Adjusted Net Loss for the three and six months ended June 30, 2023 and 2022.
Adjusted Net Loss | |
Three months ended June 30,
(Unaudited) | | |
| | |
Six months ended June 30,
(Unaudited) | | |
| |
(in Millions of US dollars) | |
2023 | | |
2022 | | |
$ change | | |
2023 | | |
2022 | | |
$ change | |
Net loss | |
$ | (21.83 | ) | |
$ | (11.15 | ) | |
| (10.68 | ) | |
$ | (33.82 | ) | |
$ | (15.24 | ) | |
| (18.58 | ) |
Net change in warrant liability | |
$ | (0.10 | ) | |
$ | 0.22 | | |
| (0.32 | ) | |
$ | (0.49 | ) | |
$ | (8.16 | ) | |
| 7.67 | |
Impairment losses | |
$ | 9.76 | | |
$ | - | | |
| 9.76 | | |
$ | 9.76 | | |
$ | - | | |
| 9.76 | |
Adjusted Net Loss | |
$ | (12.17 | ) | |
$ | (10.93 | ) | |
| (1.24 | ) | |
$ | (24.55 | ) | |
$ | (23.40 | ) | |
| (1.15 | ) |
v3.23.2
Cover
|
Aug. 11, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 11, 2023
|
Entity File Number |
001-38742
|
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Advent Technologies Holdings, Inc.
|
Entity Central Index Key |
0001744494
|
Entity Tax Identification Number |
83-0982969
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
500 Rutherford Avenue
|
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Suite 102
|
Entity Address, City or Town |
Boston
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MA
|
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02129
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|
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false
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|
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false
|
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|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Common stock, par value $0.0001 per share |
|
Title of 12(b) Security |
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|
Trading Symbol |
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|
Security Exchange Name |
NASDAQ
|
Warrants to purchase one share of common stock, each at an exercise price of $11.50 |
|
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