Advent Technologies Holdings, Inc 8-K/A, filed Mar 31, 2022
Advent Technologies Holdings, Inc. (ADNH)
8-K/A
2022-03-31
For: 2021-08-30
View Original
Added on
April 11, 2026
About this 8-K/A
Advent Technologies Holdings, Inc filed this 8-K/A on March 31, 2022, reporting on events of August 30, 2021.
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
FORM 8-K/A
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 30, 2021
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
Explanatory Note
This Amendment No. 3 to Form 8-K (this “Amendment”) amends and supplements the Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on September 1, 2021 by Advent Technologies Holdings, Inc. (the “Company”), as amended and restated by Amendment No. 1 on Form 8-K/A filed on September 17, 2021 and further amended by Amendment No. 2 on Form 8-K/A filed on
November 15, 2021 (collectively, the “Form 8-K”).
As originally reported in the Form 8-K filed on September 1, 2021, on August 31, 2021, pursuant to the previously announced Share 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 Company acquired all of the issued and outstanding equity interests in
SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES” and together
with SerEnergy, the “Target Companies”), together with certain outstanding shareholder loan receivables.
This Amendment provides the financial statements and unaudited pro forma financial information as required by Item 9.01 of Form 8-K. The balance
sheet information of the Target Companies is reflected in the Company’s condensed consolidated balance sheet included in its Quarterly Report on Form 10-Q for the period ended September 30, 2021, filed with the SEC on November 15, 2021. Other than
as set forth in this Amendment, no changes have been made to the Form 8-K. The information previously reported in or filed with the Form 8-K, as subsequently amended and restated, is hereby incorporated by reference into this Amendment.
Cautionary Note
All of the pro forma financial information included in Item 9.01 of this Amendment, other than historical information or statements of historical
fact, are “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, among others, all of the pro forma financial information
and the notes related thereto with respect to the transaction described herein. Additional risks and uncertainties include the risk factors disclosed in the Company’s reports filed with the SEC. The Company does not undertake to revise these
statements to reflect subsequent developments, except as required under the federal securities laws. Investors are cautioned not to rely on any of these forward-looking statements. Investors should not rely on the financial information contained
herein and should instead refer to the Company’s recent reports filed with the SEC for updated financial information.
| Item 9.01 |
Financial Statements and Exhibits.
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(a) Financial statements of business acquired.
The financial statements required by this Item are attached hereto as Exhibits 99.1 and 99.2 and incorporated herein by reference.
(b) Pro forma financial information.
The pro forma financial information required by this Item is attached hereto as Exhibit 99.3 and incorporated herein by reference.
(c) Exhibits
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Exhibit
No.
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DESCRIPTION
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Consent of Ernst & Young (Hellas) Certified Auditors Accountants S.A., independent auditors for Advent Technologies A/S
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Consent of Ernst & Young (Hellas) Certified Auditors Accountants S.A., independent auditors for Advent Technologies GmbH |
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Audited financial statements of Advent Technologies A/S (formerly SerEnergy A/S), as of and for the years ended December 31, 2020 and 2019
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Audited financial statements of Advent Technologies GmbH (formerly fischer eco solutions GmbH), as of and for the years ended December 31, 2020 and 2019
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Unaudited pro forma financial information of the Company for the period ended December 31, 2020
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104
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Cover Page Interactive Data file, formatted in Inline XBRL
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, hereunto duly authorized.
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ADVENT TECHNOLOGIES HOLDINGS, INC.
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By:
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/s/ Kevin Brackman
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Dated: March 31, 2022
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Name:
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Kevin Brackman
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Title:
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Chief Financial Officer
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Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-256986) pertaining to the Advent Technologies
Holdings, Inc. 2021 Equity Incentive Plan of our report dated March 31, 2022 with respect to the consolidated financial statements of Advent Technologies A/S, included in Amendment No. 3 to the Current Report on Form 8-K/A dated March 31, 2022 of
Advent Technologies Holdings, Inc., filed with the Securities and Exchange Commission.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece
March 31, 2022
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-256986) pertaining to the Advent Technologies
Holdings, Inc. 2021 Equity Incentive Plan of our report dated March 31, 2022 with respect to the financial statements of Advent Technologies GmbH, included in Amendment No. 3 to the Current Report on Form 8-K/A dated March 31, 2022 of Advent
Technologies Holdings, Inc., filed with the Securities and Exchange Commission.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece
March 31, 2022
Exhibit 99.1
Advent Technologies A/S
(former Serenergy A/S)
Lyngvej 8, 9000 Aalborg
Consolidated financial statements
1 January - 31 December 2020 and
1 January - 31 December 2019
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Consolidated financial statements 1 January - 31 December 2020 and 1 January - 31
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December 2019
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Report of Independent Auditors
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Consolidated income statements 1 January - 31 December
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1
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Consolidated balance sheet sheets at 31 December
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2
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Consolidated statements of changes in equity
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4
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Consolidated statements of cash flows 1 January - 31 December
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5
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Notes
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6
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Accounting policies
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15
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Report of Independent Auditors
To the Board of Directors of Advent Technologies A/S (former Serenergy A/S)
We have audited the accompanying consolidated financial statements of Advent Technologies A/S (former
Serenergy A/S), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of income, changes in equity and cash flows for the years then ended, and the related notes to the
consolidated financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with accounting principles generally accepted in Denmark;
this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Advent Technologies A/S
(former Serenergy A/S) at December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in Denmark.
Emphasis of matter
As discussed in Note 22 to the financial statements, the Company prepares its financial statements in accordance with accounting principles generally accepted in
Denmark, which differ from accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece
March 31, 2022
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Consolidated income statements 1 January - 31 December
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Amounts: DKK thousand unless otherwise stated
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Note
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2020
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2019
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Gross profit
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45,029
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46,226
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4
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Staff costs
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-24,925
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-17,919
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Depreciation and impairment of property, land, and equipment
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-4,010
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-3,101
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Other operating costs
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0
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77
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5
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Research and development costs
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-10,890
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-14,924
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Operating profit
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5,204
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10,359
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Other financial income
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639
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5,016
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6
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Other financial costs
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-2,205
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-3,106
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Pre-tax net profit or loss
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3,638
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12,269
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Tax on ordinary results
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98
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-30
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Net profit or loss for the year
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3,736
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12,239
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1
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Consolidated balance sheets at 31 December
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Amounts: DKK thousand unless otherwise stated
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Assets
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||||||||||
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Note
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2020
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2019
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Non-current assets
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7
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Property
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9,181
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9,238
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8
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Plant and machinery
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4,631
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5,782
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9
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Other fixtures and fittings, tools and equipment
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7,939
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4,753
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10
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Property, plant, and equipment under construction including pre-payments for property, plant, and equipment
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572
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2,096
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Total property, plant, and equipment
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22,323
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21,869
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11
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Deposits
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131
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128
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Total investments
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131
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128
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Total non-current assets
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22,454
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21,997
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Current assets
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Raw materials and consumables
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14,750
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14,090
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Manufactured goods and trade goods
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0
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197
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Prepayments for goods
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355
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92
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Total inventories
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15,105
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14,379
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Trade debtors
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2,710
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14,720
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19
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Receivables from group enterprises
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6,808
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5,520
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Receivable corporate tax
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98
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0
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||||||||
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Other receivables
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1,066
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2,498
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12
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Prepayments and accrued income
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389
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772
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Total receivables
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11,071
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23,510
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Cash and cash equivalents
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2,185
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1,776
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Total current assets
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28,361
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39,665
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Total assets
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50,815
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61,662
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2
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Consolidated balance sheets at 31 December
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Amounts: DKK thousand unless otherwise stated
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Equity and liabilities
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||||||||||
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Note
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2020
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2019
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Equity
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||||||||||
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Contributed capital
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3,882
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3,303
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Retained earnings
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6,020
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-28,338
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Total equity
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9,902
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-25,035
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Provisions
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14
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Other provisions
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3,739
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4,465
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Total provisions
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3,739
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4,465
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Long term labilities other than provisions
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19
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Payables to group enterprises
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18,801
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63,411
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15
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Other payables
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2,746
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946
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|||||||
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Total long term liabilities other than provisions
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21,547
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64,357
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Bank debts
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0
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752
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Prepayments received from customers
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177
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0
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||||||||
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Trade creditors
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3,568
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2,870
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Corporate tax
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0
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32
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||||||||
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Other payables
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11,882
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14,044
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||||||||
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16
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Accruals and deferred income
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0
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177
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|||||||
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Total short term liabilities other than provisions
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15,627
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17,875
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||||||||
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Total liabilities other than provisions
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37,174
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82,232
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||||||||
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Total equity and liabilities
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50,815
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61,662
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||||||||
| 1 |
Purpose of the consolidated financial statements for the years ended 2020 and 2019
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| 2 |
Uncertainties concerning recognition and measurement
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| 3 |
Subsequent events
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13
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Deferred tax assets
|
| 17 |
Charges and security
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| 18 |
Contingencies
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| 19 |
Related parties
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3
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Consolidated statements of changes in equity
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Amounts: DKK thousandunless otherwise stated
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Contributed
capital
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Share premium
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Retained
earnings
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Total
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|||||||||||||
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Equity 1 January 2019
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3,303
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0
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-40,648
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-37,345
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||||||||||||
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Profit or loss for the year brought
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||||||||||||||||
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forward
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0
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0
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12,237
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12,237
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||||||||||||
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Adjustment exchange currency
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||||||||||||||||
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Equity investments
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0
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0
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73
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73
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||||||||||||
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Equity 1 January 2020
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3,303
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0
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-28,338
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-25,035
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||||||||||||
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Cash capital increase
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579
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30,666
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0
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31,245
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||||||||||||
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Profit or loss for the year brought
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||||||||||||||||
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forward
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0
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0
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3,735
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3,735
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||||||||||||
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Transferred to retained earnings
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0
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-30,666
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30,666
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0
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||||||||||||
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Adjustment exchange currency
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||||||||||||||||
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Equity investments
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0
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0
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-43
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-43
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||||||||||||
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Equity 31 December 2020
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3,882
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0
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6,020
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9,902
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||||||||||||
4
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Consolidated statements of cash flows 1 January - 31 December
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Amounts: DKK thousand unless otherwise stated
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Note
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2020
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2019
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||||||||
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Net profit or loss for the year
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3,736
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12,239
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||||||||
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20
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Adjustments
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4,713
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2,690
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|||||||
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21
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Change in working capital
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-1,333
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136,419
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|||||||
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Cash flows from operating activities before net financials
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7,116
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151,348
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||||||||
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Interest received, etc.
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617
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27
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||||||||
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Interest paid, etc.
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-2,183
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-2,677
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||||||||
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Cash flows from ordinary activities
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5,550
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148,698
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||||||||
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Income tax paid
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-32
|
299
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||||||||
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Cash flows from operating activities
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5,518
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148,997
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||||||||
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Purchase of property, plant, and equipment
|
-4,518
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-6,037
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||||||||
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Sale of property, plant, and equipment
|
161
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14
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||||||||
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Sale of enterprise
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0
|
1,979
|
||||||||
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Cash flows from investment activities
|
-4,357
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-4,044
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||||||||
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Repayments of long-term payables
|
0
|
946
|
||||||||
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Changes in bank debt
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-752
|
752
|
||||||||
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Other cash flows from financing activities
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0
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-146,641
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||||||||
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Cash flow from financing activities
|
-752
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-144,943
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||||||||
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Change in cash and cash equivalents
|
409
|
10
|
||||||||
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Cash and cash equivalents at opening balance
|
1,776
|
1,766
|
||||||||
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Cash and cash equivalents at end of period
|
2,185
|
1,776
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||||||||
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Cash and cash equivalents
|
||||||||||
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Available funds
|
2,185
|
1,776
|
||||||||
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Cash and cash equivalents at end of period
|
2,185
|
1,776
|
||||||||
5
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Notes
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Amounts: DKK thousand unless otherwise stated
| 1. |
Purpose of the consolidated financial statements for the years ended 2020 and 2019
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The accompanying consolidated financial statements have been prepared in connection with Advent Technologies Holdings Inc.’s
acquisition of Advent Technologies A/S (former Serenergy A/S), in order to be filed with the Securities and Exchange Commission (hereafter referred to as the Financial Statements). These Financial Statements have been presented in accordance with
accounting principles generally accepted in Denmark (Danish GAAP) under the provisions of the Danish Financial Statements Act as regards reporting mid-size class C enterprises. The Financial Statements are required to be presented for 2020 and
2019. Further, these Financial Statements do not include a management's review required in annual reports under Danish GAAP.
| 2. |
Uncertainties concerning recognition and measurement
|
In 2018, two large orders were placed by a large customer for the delivery of fuel cell units, valued at a total of 3.6
million EUR (26.9 million DKK). These orders were subject to pre- negotiated and rather unfavorable payment conditions. Due to numerous administrative delays and negotiations, the full amount has not yet been paid. The issue has the management's
attention and priority. The process of getting the amount paid is ongoing and is dependent on the customer’s schedule regarding installation and certification of the units.
The management has recognized the outstanding receivables based on the expectations regarding the future payments. The
outstanding receivables is valued at 309 T.EUR (2,299 T.DKK).
Due to these circumstances, there are uncertainties related to the assessment of these outstanding receivables.
| 3. |
Subsequent events
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On August 31st 2021, 100% of the shares in Advent Technologies A/S (formerly Serenergy A/S) was acquired by the company Advent
Technologies Holdings Inc., a NASDAQ listed company (ticker: “ADN”) headquartered in Boston, USA.
6
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Notes
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Amounts: DKK thousand unless otherwise stated
|
2020
|
2019
|
|||||||||
|
4.
|
Staff costs
|
|||||||||
|
Salaries and wages
|
22,355
|
15,449
|
||||||||
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Pension costs
|
2,128
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1,947
|
||||||||
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Other costs for social security
|
442
|
523
|
||||||||
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24,925
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17,919
|
|||||||||
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Average number of employees
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60
|
67
|
||||||||
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5.
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Research and development costs
|
|||||||||
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Research and development costs
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16,705
|
19,589
|
||||||||
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Received grants
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-5,815
|
-4,665
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||||||||
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10,890
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14,924
|
|||||||||
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6.
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Other financial costs
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|||||||||
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Financial costs, group enterprises
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2,150
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2,534
|
||||||||
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Other financial costs
|
55
|
572
|
||||||||
|
2,205
|
3,106
|
|||||||||
7
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Notes
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Amounts: DKK thousand unless otherwise stated
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31/12 2020
|
31/12 2019
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|||||||||
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7.
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Property
|
|||||||||
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Cost opening balance
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10,427
|
9,603
|
||||||||
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Additions during the year
|
288
|
823
|
||||||||
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Cost end of period
|
10,715
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10,426
|
||||||||
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Depreciation and write-down opening balance
|
-1,189
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-904
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||||||||
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Depreciation, amortization and write-down for the year
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-345
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-284
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||||||||
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Depreciation and write-downs end of period
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-1,534
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-1,188
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||||||||
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Carrying amount, end of period
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9,181
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9,238
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8.
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Plant and machinery
|
|||||||||
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Cost opening balance
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8,499
|
5,577
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||||||||
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Additions during the year
|
441
|
2,922
|
||||||||
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Cost end of period
|
8,940
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8,499
|
||||||||
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Depreciation and write-down opening balance
|
-2,716
|
-1,292
|
||||||||
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Depreciation, amortization and write-down for the year
|
-1,593
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-1,425
|
||||||||
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Depreciation and write-downs end of period
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-4,309
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-2,717
|
||||||||
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Carrying amount, end of period
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4,631
|
5,782
|
||||||||
8
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Notes
|
Amounts: DKK thousand unless otherwise stated
|
31/12 2020
|
31/12 2019
|
|||||||||
|
9.
|
Other fixtures and fittings, tools and equipment
|
|||||||||
|
Cost opening balance
|
8,656
|
6,378
|
||||||||
|
Translation by use of the exchange rate valid on balance sheet date end of period
|
1
|
0
|
||||||||
|
Additions during the year
|
5,317
|
2,292
|
||||||||
|
Disposals during the year
|
-218
|
-14
|
||||||||
|
Cost end of period
|
13,756
|
8,656
|
||||||||
|
Depreciation and write-down opening balance
|
-3,903
|
-2,442
|
||||||||
|
Depreciation, amortization and write-down for the year
|
-2,034
|
-1,467
|
||||||||
|
Depreciation, amortization and write-down, assets disposed of
|
120
|
6
|
||||||||
|
Depreciation and write-downs end of period
|
-5,817
|
-3,903
|
||||||||
|
Carrying amount, end of period
|
7,939
|
4,753
|
|
10.
|
Property, plant, and equipment under construction including
pre-payments for property, plant, and equipment
|
|||||||||
|
Cost opening balance
|
2,096
|
1,613
|
||||||||
|
Additions during the year
|
572
|
1,661
|
||||||||
|
Transfers
|
-2,096
|
-1,178
|
||||||||
|
Cost end of period
|
572
|
2,096
|
||||||||
|
Carrying amount, end of period
|
572
|
2,096
|
||||||||
9
|
Notes
|
Amounts: DKK thousand unless otherwise stated
|
31/12 2020
|
31/12 2019
|
|||||||||
|
11.
|
Deposits
|
|||||||||
|
Cost opening balance
|
128
|
525
|
||||||||
|
Additions during the year
|
3
|
0
|
||||||||
|
Disposals during the year
|
0
|
-397
|
||||||||
|
Cost end of period
|
131
|
128
|
||||||||
|
Carrying amount, end of period
|
131
|
128
|
| 12. |
Prepayments and accrued income
|
|
Other prepayments
|
389
|
772
|
||||||
|
|
389
|
772
|
||||||
|
Prepayments contains prepayment of other administrative expenses.
|
||||||||
| 13. |
Deferred tax assets
|
The group has a deferred tax asset of approx. DKK 22.5 m (2019: 23.9 m) that primarily relates to unrestricted
carry-forward tax loss. Management has recognized a deferred tax asset of DKK 0 m as of 31 December 2020 (2019: DKK 0 m). In view of uncertainty about future earnings, management considers that the valuation of the group's deferred tax asset as of
31 December 2020 and 31 December 2019 is realistic.
| 14. |
Other provisions-
|
|
Other provisions opening balance
|
4,465
|
4,885
|
||||||
|
Change of the year in other provisions
|
-726
|
-420
|
||||||
|
3,739
|
4,465
|
|||||||
|
Other provisions contains warranty obligations.
|
| 15. |
Other payables
|
|
Total other payables
|
2,746
|
946
|
||||||
|
Share of liabilities due after 5 years
|
2,746
|
946
|
10
|
Notes
|
Amounts: DKK thousand unless otherwise stated
|
16.
|
Accruals and deferred income
|
|
31/12 2020
|
31/12 2019
|
|||||||
|
Prepayments/deferred income
|
0
|
177
|
||||||
|
0
|
177
|
| 17. |
Charges and security-
|
For bank loans, t.DKK 0, the group has provided security in company assets representing a nominal value of t.DKK 1,700. This security comprises the
assets below, stating the carrying amounts:
|
DKK in thousands
|
||||
|
Fixed assets
|
12,917
|
|||
|
Trade receivables
|
3,759
|
|||
For intercompany debt t.DKK 19,126 the company has provided security in property representing a nominal value of t.DKK 5,750. The book value of
property amounts t.DKK 9,181.
| 18. |
Contingencies Contingent liabilities
|
|
DKK in thousands
|
||||
|
Lease liabilities
|
340
|
|||
|
Total contingent liabilities
|
340
|
|||
11
|
Notes
|
Amounts: DKK thousand unless otherwise stated
| 19. |
Related parties
|
Effective upon inception of SerEnergy A/S the parent company of F.E.R. fischer Edelstahlrohre GmbH owned 100% of the shares
of Serenergy A/S. This resulted in the classification of Fischer Eco Solutions GmbH as a related party as 100% of Fischer Eco Solutions GmbH shares are also owned by the common parent of F.E.R. fischer Edelstahlrohre GmbH.
Effective July of 2018 arrangements were made between SerEnergy A/S and Fischer Eco Solutions to shift the entrepreneurial
risk associated with the patents from SerEnergy A/S to Fischer Eco Solutions (“The Agreement”). As a part of the agreement there were three separate contracts agreed to as it related to running the business between the two parties. Firstly, there
was a manufacturing contract which laid out the expected rules of engagement as it related to the ultimate production of fuel cells by SerEnergy utilizing various parts supplied by Fischer Eco Solutions and third-party suppliers. Additionally, as a
part of this portion of the Agreement was the sale of finished fuel cell units to Fischer Eco Solutions from SerEnergy A/S to be held on site and sold in accordance with the distribution contract, described as follows. The distribution contract
which is included as part of The Agreement governs the ultimate sale of the Finished Fuel Cells held on-site at Fischer Eco Solutions to third-party customers via the sales channels of SerEnergy A/S. Finally, as the final part of this Agreement is
an R&D contract between SerEnergy A/S with the goal of transferring some of the R&D costs held at SerEnergy A/S to Fischer Eco Solutions. These three portions of the Agreement comprise the nature of the relationship between Fischer Eco
Solutions and SerEnergy A/S which are related parties due to the common parent stated above.
In addition to the above discussed relationship and related financial statement activity that the Company has with Fischer
Eco Solutions, the Company also has related party loans with the parent company of F.E.R. fischer Edelstahlrohre GmbH which amounted to 9,899 and 54,478 for the periods ended December 31, 2020 and 2019, respectively. The Company also has related
party loans with Fischer Group SE & Co. KG, which is 100% owned by F.E.R. fischer Edelstahlrohre, which amounted to 8,903 and 8,934 for the periods ended December 31, 2020 and 2019, respectively.
The Company notes that in accordance with the Agreement stated above are various related party transactions and balances held
at the various reporting dates.
12
|
Notes
|
Amounts: DKK thousand unless otherwise stated
(continued)
Refer to table below for amounts held on the balance sheet and contained within the income statement for the periods ended
December 31, 2020 and 2019:
|
(DKK in thousands)
|
||||||||
|
2020
|
2019
|
|||||||
| Total | ||||||||
|
Revenue from Related Parties
|
55,239
|
94,438
|
||||||
|
Expense to Related Parties
|
4,169
|
39,188
|
||||||
|
Income (Loss) from transactions with Related Parties
|
51,070
|
55,251
|
||||||
|
Receivables from Related Parties
|
6,808
|
5,520
|
||||||
|
Payables to Related Parties
|
18,802
|
63,412
|
||||||
|
Net Receivable (Payable)
|
-11,994
|
-57,892
|
||||||
| Fischer Eco soloutions GmbH | ||||||||
|
Revenue from Related Parties
|
55,239
|
94,438
|
||||||
|
Expense to Related Parties
|
2,019
|
36,654
|
||||||
|
Income (Loss) from transactions with Related Parties
|
53,219
|
57,784
|
||||||
|
Receivables from Related Parties
|
6,808
|
5,520
|
||||||
| F.E.R. Fischer Edelstahlrohre | ||||||||
|
Expense to Related Parties
|
1,804
|
2,190
|
||||||
|
Payables to Related Parties
|
9,899
|
54,478
|
||||||
| Fischer group SE & Co. KG | ||||||||
|
Expense to Related Parties
|
346
|
344
|
||||||
|
Payables to Related Parties
|
8,903
|
8,934
|
||||||
13
|
Notes
|
Amounts: DKK thousand unless otherwise stated
|
2020
|
2019
|
|||||||||
|
20.
|
Adjustments
|
|||||||||
|
Depreciation, amortization, and impairment
|
3,971
|
3,099
|
||||||||
|
Profit from disposal of non-current assets
|
0
|
-77
|
||||||||
|
Dividend from group enterprises
|
0
|
0
|
||||||||
|
Other financial income
|
-617
|
-3,011
|
||||||||
|
Other financial costs
|
2,183
|
427
|
||||||||
|
Tax on ordinary results
|
-98
|
31
|
||||||||
|
Other provisions
|
-726
|
-420
|
||||||||
|
Other adjustments
|
0
|
2,641
|
||||||||
|
4,713
|
2,690
|
|||||||||
|
21.
|
Change in working capital
|
|||||||||
|
Change in inventories
|
-839
|
3,319
|
||||||||
|
Change in receivables
|
27,021
|
128,354
|
||||||||
|
Change in trade payables and other payables
|
-27,515
|
4,746
|
||||||||
|
-1,333
|
136,419
|
|||||||||
| 22. |
Reconciliation between Danish GAAP and US GAAP
|
The accompanying consolidated financial statements have been prepared in accordance with the provisions of Danish GAAP, which
differs in certain respects from the requirements of U.S. generally accepted accounting principles (US GAAP). While recognition and measurement differences between the accounting GAAPs were assessed as having a potential impact, the impact was
limited to optional accounting policy permitted under Danish GAAP and not permitted under US GAAP. As the Company did not apply these optional accounting policy elections, no material variations exist on the reconciliation between Danish GAAP and
US GAAP. As a result, there are no recognition and measurement differences with respect to the net profit reported or the ending balance in shareholder's equity as of December 31, 2020 and December 31, 2019 between the two aforementioned bases of
accounting.
14
|
Accounting policies
|
The accompanying consolidated financial statements have been prepared in connection with Advent Technologies Holdings Inc.’s
acquisition of Advent Technologies A/S (former Serenergy A/S), in order to be filed with the Securities and Exchange Commission (hereafter referred to as the Financial Statements). These Financial Statements have been presented in accordance with
accounting principles generally accepted in Denmark (Danish GAAP) under the provisions of the Danish Financial Statements Act as regards reporting mid-size class C enterprises. The Financial Statements are required to be presented for 2020 and
2019. Further, these Financial Statements do not include a management's review required in annual reports under Danish GAAP.
Recognition and measurement in general
Income is recognized in the income statement concurrently with its realization, including the recognition of value
adjustments of financial assets and liabilities. Likewise, all costs are recognized in the income statement, including depreciations amortization, write-down’s for impairment, provisions, and reversals due to changes in estimated amounts previously
recognized in the income statement.
Assets are recognized in the statement of financial position when it seems probable that future economic benefits will flow
to the group and the value of the asset can be reliably measured.
Liabilities are recognized in the statement of financial position when it is seems probable that future economic benefits
will flow out of the group and the value of the liability can be reliably measured.
Assets and liabilities are measured at cost at the initial recognition. Hereafter, assets and liabilities are measured as
described below for each individual accounting item.
Certain financial assets and liabilities are measured at amortized cost, allowing a constant effective interest rate to be
recognized during the useful life of the asset or liability. Amortized cost is recognized as the original cost less any payments, plus/less accrued amortizations of the difference between cost and nominal amount. In this way, capital losses and
gains are allocated over the useful life of the liability.
Upon recognition and measurement, allowances are made for such predictable losses and risks which may arise prior to the
presentation of the annual report and concern matters that exist on the reporting date.
Foreign currency translation
Transactions in foreign currency are translated by using the exchange rate prevailing at the date of the transaction.
Differences in the rate of exchange arising between the rate at the date of transaction and the rate at the date of payment are recognized in the profit and loss account as an item under net financials. If currency positions are considered to hedge
future cash flows, the value adjustments are recognized directly in equity in a fair value reserve.
15
|
Accounting policies
|
Receivables, payables, and other foreign currency monetary items are translated using the closing rate. The difference
between the closing rate and the rate at the time of the occurrence or initial recognition in the latest financial statements of the receivable or payable is recognized in the income statement under financial income and expenses.
Fixed assets acquired and paid for in foreign currency are measured at the exchange rate prevailing at the date of the
transaction.
Group enterprises abroad, associates, and equity investments are considered to be independent entities. The income
statements are translated at an average exchange rate for the month, and the balance sheet items are translated at the closing rates. Currency translation differences, arising from the translation of the equity of group enterprises abroad at the
beginning of the year to the closing rate and from the translation of income statements from average prices to the closing rate, are recognized directly in equity in the fair value reserve. This also applies to differences arising from translation
of income statements from average exchange rate to closing rate.
Translation adjustment of balances with group enterprises abroad that are considered part of the total investment in group
enterprises are recognized directly in equity in the fair value reserve. Likewise, foreign exchange gains and losses on loans and derived financial instruments for currency hedging independent group enterprises abroad are recognized directly in
equity.
When recognizing foreign group enterprises which are integral units, the monetary items are translated using the closing
rate. Non-monetary items are translated using the exchange rate prevailing at the time of acquisition or at the time of the subsequent revaluation or write-down for impairment of the asset. Income statement items are translated using the exchange
rate prevailing at the date of the transaction. However, items in the income statement derived from non-monetary items are translated using historical prices.
The consolidated financial statements
The consolidated income statements comprise the parent company Serenergy A/S and those group enterprises of which Serenergy
A/S directly or indirectly owns more than 50 % of the voting rights or in other ways exercise control.
SerEnergy Pvt. Ltd, India, Mumbai, India (100%) SerEnergy (Shanghai) Co., Ltd., China (100%) SerEnergy (Philippines) Inc.,
Philippines (100%)
Consolidation policies
The consolidated financial statements have been prepared as a summary of the parent company's and the group enterprises'
financial statements by adding together uniform accounting records calculated in accordance with the group's accounting policies.
Investments in group enterprises are eliminated by the proportionate share of the group enterprises' market value of net assets and liabilities at
the acquisition date.
16
|
Accounting policies
|
In the consolidated financial statements, the accounting records of the group enterprises are recognized by 100%. The
minority interests' share of the profit for the year and of the equity in the group enterprises, which are not 100% owned, is included in the group's profit and equity, but presented separately.
Purchases and sales of minority interests under continuing control are recognized directly in equity as a transaction between
shareholders.
Investments in associates are measured in the statement of financial position at the proportionate share of the enterprises'
equity value i calculated in accordance with the parent company's accounting policies and with proportionate elimination of unrealized intercompany gains and losses. In the income statement, the proportional share of the associates' results is
recognized after elimination of the proportional share of intercompany gains and losses.
The group activities in joint operations are recognized in the consolidated financial statements record by record.
Income statement
Gross profit
Gross profit comprises the revenue, changes in inventories of finished goods, and work in progress, work performed for own
account and capitalized, other operating income, and external costs.
Revenue is recognized in the income statement if delivery and passing of risk to the buyer have taken place before the end of
the year and if the income can be determined reliably and inflow is anticipated. Recognition of revenue is exclusive of VAT and taxes and less any discounts relating directly to sales.
Cost of sales comprises costs concerning purchase of raw materials and consumables less discounts and changes in
inventories.
Other operating income comprises items of a secondary nature as regards the principal activities of the enterprise, including
profit from the disposal of intangible and tangible assets.
Other external costs comprise costs incurred for distribution, sales, advertising, administration, premises, loss on
receivables, and operational leasing costs.
Staff costs
Staff costs include salaries and wages, including holiday allowances, pensions, and other social security costs, etc., for
staff members. Staff costs are less government reimbursements.
Depreciation, amortization, and write-down for impairment
Depreciation, amortization, and write-down for impairment comprise depreciation on, amortization of, and write-down for
impairment of intangible and tangible assets, respectively.
17
|
Accounting policies
|
Other operating costs
Other operating costs comprise items of secondary nature as regards the principal activities of the enterprise, including
losses on the disposal of intangible and tangible assets.
Research and development costs
Research and development costs comprise costs, salaries, and wages and depreciation directly or indirectly attributable to
the company’s research and development activities.
Research and development costs are recognized in the income statement in the year incurred.
Financial income and expenses
Financial income and expenses are recognized in the income statement with the amounts concerning the financial year.
Financial income and expenses comprise interest income and expenses, financial expenses from financial leasing, realized and unrealized capital gains and losses relating to securities, debt and transactions in foreign currency, amortization of
financial assets and liabilities as well as surcharges and reimbursements under the advance tax scheme, etc.
Tax on net profit or loss for the year
Tax for the year comprises the current income tax for the year and changes in deferred tax and is recognized in the income
statement with the share attributable to the net profit or loss for the year and directly in equity with the share attributable to entries directly in equity.
Statement of financial position
Property, plant and equipment
Property, plant and equipment is measured at cost and less accrued depreciation and write-down for impairment. Land is not
subject to depreciation.
The depreciable amount is cost less any expected residual value after the end of the useful life of the asset. The
amortization period and the residual value are determined at the acquisition date and reassessed annually. If the residual value exceeds the carrying amount, the depreciation is discontinued.
If the amortization period or the residual value is changed, the effect on amortization will, in future, be recognized as a
change in the accounting estimates.
The cost comprises acquisition cost and costs directly associated with the acquisition until the time when the asset is ready
for use.
The cost of a total asset is divided into separate components. These components are depreciated separately, the useful lives
of each individual components differing, and the individual component representing a material part of the total cost.
18
|
Accounting policies
|
Depreciation is done on a straight-line basis according to an assessment of the expected useful life and the residual value of the individual assets:
|
Useful life
|
Residual value
|
||||
|
Buildings
|
30 years
|
30
|
%
|
||
|
Plant and machinery
|
5-10 years
|
0-20
|
%
|
||
|
Other fixtures and fittings, tools and equipment
|
3-5 years
|
0-40
|
%
|
||
Minor assets with an expected useful life of less than 1 year are recognized as costs in the income statement in the year of
acquisition.
Profit or loss derived from the disposal of property, land, and equipment is measured as the difference between the sales
price less selling costs and the carrying amount at the date of disposal. Profit or loss is recognized in the income statement as other operating income or other operating expenses.
As regards self-constructed assets, the cost comprises direct costs for materials, components, deliveries from sub suppliers,
payroll costs, and borrowing costs from specific and general borrowing concerning the construction of each individual asset.
Property, plant, and equipment under construction
Property, plant, and equipment under construction are measured and recognized as the total costs incurred. When the work has
been completed, the total value is transferred to the relevant item under property, plant, and equipment and is amortized from the date of entry into service.
Leases
At their initial recognition in the statement of financial position, leases concerning property, plant, and equipment where
the group holds all essential risks and advantages associated with the proprietary right (finance lease) are measured either at fair value or at the present value of the future lease payments, whichever value is lower. When calculating the present
value, the discount rate used is the internal rate of return of the lease or, alternatively, the borrowing rate of the enterprise. Hereafter, assets held under a finance lease are treated in the same way as other similar property, plant, and
equipment.
The capitalized residual lease commitment is recognized in the statement of financial position as a liability other than
provisions, and the interest part of the lease is recognized in the income statement for the term of the contract.
All other leases are regarded as operating leases. Payments in connection with operating leases and other lease agreements
are recognized in the income statement for the term of the contract. The group's total liabilities concerning operating leases and lease agreements are recognized under contingencies, etc.
19
|
Accounting policies
|
Impairment loss relating to non-current assets
The carrying amount of both intangible and tangible fixed assets as well as equity investments in subsidiaries are subject to
annual impairment tests in order to disclose any indications of impairment beyond those expressed by amortization and depreciation respectively.
If indications of impairment are disclosed, impairment tests are carried out for each individual asset or group of assets,
respectively. Write-down for impairment is done to the recoverable amount if this value is lower than the carrying amount.
The recoverable amount is the higher value of value in use and selling price less expected selling cost. The value in use is
calculated as the present value of the expected net cash flows from the use of the asset or the asset group and expected net cash flows from the sale of the asset or the asset group after the end of their useful life.
Previously recognized impairment losses are reversed when conditions for impairment no longer exist. Impairment relating to
goodwill is not reversed.
Deposits
Deposits are measured at amortized cost and represent lease deposits, etc.
Inventories
Inventories are measured at cost according to the FIFO method. In cases when the net realizable value of the inventories is
lower than the cost, the latter is written down for impairment to this lower value.
Costs of goods for resale, raw materials, and consumables comprise acquisition costs plus delivery costs.
Costs of manufactured goods and work in progress comprise the cost of raw materials, consumables, direct wages, and indirect
production costs. Indirect production costs comprise indirect materials and wages, maintenance and depreciation of machinery, factory buildings, and equipment used in the production process, and costs for factory administration and factory
management. Borrowing expenses are not recognized in cost.
The net realizable value for inventories is recognized as the market price less costs of completion and selling costs. The
net realizable value is determined with due consideration of negotiability, obsolescence, and the development of expected market prices.
Receivables
Receivables are measured at amortized cost, which usually corresponds to nominal value.
In order to meet expected losses, impairment takes place at the net realizable value. Impairments is made to offset losses
where an objective indication is deemed to have occurred that an account receivable is impaired.
20
|
Accounting policies
|
Accounts receivable for which there is no objective indication of impairment at the individual level are evaluated at
portfolio level for objective indication of impairment. The portfolios are primarily based on the debtors' domicile and credit rating in accordance with the company's and the group's credit risk management policy. Determination of the objective
indicators applied for portfolios are based on experience with historical losses.
Impairment losses are calculated as the difference between the carrying amount of accounts receivable and the present value
of the expected cash flows, including the realizable value of any securities received. The effective interest rate for the individual account receivable or portfolio is used as the discount rate.
Prepayments and accrued income
Prepayments and accrued income recognized under assets comprise incurred costs concerning the following financial year.
Cash on hand and demand deposits
Cash on hand and demand deposits comprise cash at bank and on hand.
Income tax and deferred tax
Current tax liabilities and current tax receivable are recognized in the statement of financial position as calculated tax
on the taxable income for the year, adjusted for tax of previous years' taxable income and for tax paid on account.
Deferred tax is measured on the basis of temporary differences in assets and liabilities with a focus on the statement of
financial position. Deferred tax is measured at net realizable value.
Deferred tax is measured based on the tax rules and tax rates applying under the legislation prevailing in the respective
countries on the reporting date when the deferred tax is expected to be released as current tax. Changes in deferred tax due to changed tax rates are recognized in the income statement, except for items included directly in the equity.
Deferred tax assets, including the tax value of tax losses allowed for carryforward, are recognized at the value at which
they are expected to be realizable, either by settlement against tax of future earnings or by set-off in deferred tax liabilities within the same legal tax unit. Any deferred net tax assets are measured at net realizable value.
Provisions
Provisions comprise expected costs of warranty commitments, loss on work in progress, restructuring, etc. Provisions are
recognized when the group has a legal or actual commitment resulting from a previously occurred event and when it is probable that the settlement of the liability will result in consumption of the financial resources of the group.
21
|
Accounting policies
|
Provisions are measured at net realizable value or at fair value. If the fulfilment of a liability is expected to take place
far in the future, the liability is measured at fair value.
Guarantee liabilities comprise liabilities for repairs within the guarantee period of 1-5 years. Provisions for warranty
commitments are measured on basis of the obtained experience with warrantee work. Provisions with an expected due date later than 1 year from the reporting date are discounted at a rate reflecting risk and maturity of the liability.
On the acquisition of entities, provisions for restructuring within the acquired entity are included in the acquisition cost,
and thereby in the goodwill or the consolidated goodwill, to the extent that they have been recognized in the financial statements of the acquired entity in advance of the acquisition. Provisions for restructuring are included to the extent that
they have been decided at the date of acquisition at the latest and that the process have been commenced.
When it is likely that the total costs will exceed the total income of contract work in progress, the total expected loss on
the contract work in progress will be recognized as provisions for liabilities. The provision is recognized under production costs.
Liabilities other than provisions
Financial liabilities other than provisions related to borrowings are recognized at the received proceeds less transaction
costs incurred. In subsequent periods, the financial liabilities are recognized at amortized cost, corresponding to the capitalized value when using the effective interest rate. The difference between the proceeds and the nominal value is
recognized in the income statement during the term of the loan.
Mortgage loans and bank loans are thus measured at amortized cost which, for cash loans, corresponds to the outstanding
payables. For bond loans, the amortized cost corresponds to an outstanding payable calculated as the underlying cash value at the date of borrowing, adjusted by amortization of the market value on the date of the borrowing effectuated over the
repayment period.
Other liabilities concerning payables to suppliers, group enterprises, and other payables are measured at amortized cost
which usually corresponds to the nominal value.
Accruals and deferred income
Payments received concerning future income are recognized under accruals and deferred income.
Statement
of cash flows
The cash flow statement shows the cash flows for the year, divided in cash flows deriving from operating activities,
investment activities and financing activities, respectively, the changes in the liabilities, and cash and cash equivalents at the beginning and the end of the year, respectively.
22
|
Accounting policies
|
The effect on cash flows derived from the acquisition and sale of enterprises appears separately under cash flows from
investment activities. In the statement of cash flows, cash flows derived from acquirees are recognized as of the date of acquisition, and cash flows derived from sold enterprises are recognized until the date of sale.
Cash flows from operating activities
Cash flows from operating activities are calculated as the group's share of the profit adjusted for non- cash operating items,
changes in the working capital, and corporate income tax paid. Dividend income from equity investments is recognized under “Interest income and dividend received”.
Cash flows from investment activities
Cash flows from investment activities comprise payments in connection with the acquisition and sale of enterprises and
activities as well as the acquisition and sale of intangible assets, property, plant, and equipment, and investments, respectively.
Cash flows from financing activities
Cash flows from financing activities include changes in the size or the composition of the group's share capital and costs
attached to it, as well as raising loans, repayments of interest-bearing payables and payment of dividend to shareholders.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and short-term financial instruments with a term of less
than 3 months, which can easily be converted into cash and cash equivalents and are associated with an insignificant risk of value change.
23
Exhibit 99.2
Annual financial statements
as of 31 December 2020 and 31 December 2019
Advent Technologies GmbH
(formerly fischer eco solutions GmbH)
Im Gewerbegebiet 7
77855 Achern
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statements as of 31 December 2020 and 31 December 2019
|
Page 1 |
|
TABLE OF CONTENTS
|
|
|
Report of Independent Auditors
|
|
|
Balance sheets as of 31 December 2020 and 31 December 2019
|
2
|
|
Income statements from 1 January 2020 to 31 December 2020
and 1 January 2019 to 31 December 2019
|
3 |
|
|
|
|
Statements of Changes in Equity for the period 1 January 2020 to 31 December 2020
and 1 January 2019 to 31 December 2019
|
5 |
|
|
|
|
Statements of Cash Flows from 1 January 2020 to 31 December 2020 and 1 January 2019 to 31 December 2019
|
6 |
|
|
|
|
Notes to the financial statements as of 31 December 2020 and 31 December 2019
|
7
|
Report of Independent Auditors
To the Board of Directors of Advent Technologies GmbH (formerly fischer eco solutions GmbH)
We have audited the accompanying consolidated financial statements of Advent Technologies GmbH (formerly
fischer eco solutions GmbH) (the “Company”), which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of income, changes in equity and cash flows for the years then ended, and the related notes to the
financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in conformity with accounting principles generally accepted in Germany;
this includes the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the
auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation
of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Advent Technologies GmbH (formerly fischer
eco solutions GmbH) at December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in Germany.
Emphasis of matter
As discussed in the Notes to the financial statements, the Company prepares its financial statements in accordance with accounting principles generally accepted in
Germany, which differ from accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.
Athens, Greece
March 31, 2022
|
Balance Sheets
Advent Technologies GmbH (formerly fischer eco solutions GmbH), Achern
as of 31 December 2020 and 31 December 2019
|
Page 2
|
|
A S S E T S
|
|
E Q U I T Y A N D L I A B I L I T I E S
|
|||||||||||||||||||
|
EUR
|
31 Dec 2020
EUR
|
31 Dec 2019
EUR
|
EUR
|
31 Dec 2020
EUR
|
31 Dec 2019
EUR
|
||||||||||||||||
|
A. A S S E T S
|
A. E Q U I T Y A N D L I A B I L I T I E S
|
||||||||||||||||||||
|
I. INTANGIBLE ASSETS
1. Franchises, industrial rights and similar rights and assets
|
5.152.839,00
|
7.069.376,00
|
I. SUBSCRIBED CAPITAL
|
1.000.000,00
|
1.000.000,00
|
||||||||||||||||
|
II. CAPITAL RESERVES
|
3.500.000,00
|
3.500.000,00
|
|||||||||||||||||||
|
II. PROPERTY, PLANT AND EQUIPMENT
|
|||||||||||||||||||||
|
1. Plant and machinery
|
1.318.043,00
|
1.240.666,80
|
III. ACCUMULATED LOSS
|
-4.531.774,48
|
-4.538.904,48
|
||||||||||||||||
|
2. Other equipment, furniture and fixtures
|
336.026,00
|
375.237,00
|
-31.774,48
|
-38.904,48
|
|||||||||||||||||
|
3. Prepayments and assets under construction
|
0,00
|
93.000,00
|
|||||||||||||||||||
|
1.654.069,00
|
1.708.903,80
|
B. P R O V I S I O N S
|
|||||||||||||||||||
|
1. Other provisions
|
143.372,00
|
218.055,00
|
|||||||||||||||||||
|
143.372,00
|
218.055,00
|
||||||||||||||||||||
|
III. FINANCIAL ASSETS
|
C. L I A B I L I T I E S
|
||||||||||||||||||||
|
1. Equity investments
|
32.819,00
|
32.819,00
|
1. Trade payables
|
802.154,40
|
341.497,87
|
||||||||||||||||
|
2. Liabilities to affiliates
|
38.956.933,32
|
38.926.583,59
|
|||||||||||||||||||
|
3. Other liabilities
|
53.336,26
|
92.182,74
|
|||||||||||||||||||
|
A. C U R R E N T A S S E T S
|
39.812.423,98
|
39.360.264,20
|
|||||||||||||||||||
| 39.924.021,50 | 39.539.414,72
|
||||||||||||||||||||
|
I. INVENTORIES
1. Raw materials, consumables and supplies
|
1.822.670,01
|
1.019.012,62
|
||||||||
|
2. Work in process
|
147.309,43
|
150.364,21
|
||||||||
|
3. Finished goods and merchandise
|
2.207.366,10
|
2.363.939,81
|
||||||||
|
4.177.345,54
|
3.533.316,64
|
|||||||||
|
II. RECEIVABLES AND OTHER
|
||||||||||
|
ASSETS
1. Trade receivables
|
0,00
|
195.077,10
|
||||||||
|
2. Receivables from affiliates
|
26.879.838,13
|
26.608.492,04
|
||||||||
|
3. Other assets
|
856.983,35
|
384.578,19
|
||||||||
|
27.736.821,48
|
27.188.147,33
|
|||||||||
|
III. CHECKS, CASH ON HAND, BUNDESBANK AND POSTAL GIRO BALANCES
|
1.166.418,93
|
4.665,86
|
||||||||
|
C. P R E P A I D E X P E N S E S
|
3.708,55
|
2.186,09
|
||||||||
| 39.924.021,50 |
39.539.414,72 |
|||||||||
|
INCOME STATEMENTS from 1 January 2020 to 31 December 2020 and 1 January 2019 to 31 December 2019
|
Page 3
|
Advent Technologies GmbH (formerly fischer eco solutions GmbH), Achern-
|
Fiscal year 2020
|
Prior year 2019
|
|||||||||||
|
EUR
|
EUR
|
EUR
|
||||||||||
|
1. Revenue
|
1.175.423,17
|
7.098.278,48
|
||||||||||
|
2. Increase or decrease in finished goods and work in process
|
27.120,51
|
-1.600.054,21
|
||||||||||
|
3. Total operating performance
|
1.202.543,68
|
5.498.224,27
|
||||||||||
|
4. Other operating income
|
||||||||||||
|
a) Ordinary operating income
|
||||||||||||
|
aa) Other ordinary income
|
1.470,12
|
937,87
|
||||||||||
|
a) Income from the disposal of fixed assets
|
999,00
|
0,00
|
||||||||||
|
b) Income from the reversal of provisions
|
223,83
|
20,00
|
||||||||||
|
c) Other income from ordinary activities
|
174.380,33
|
28.058,15
|
||||||||||
|
177.073,28
|
29.016,02
|
|||||||||||
|
5. Cost of materials
a) Cost of raw materials, consumables and
|
||||||||||||
|
Supplies
|
-4.588.746,16
|
-8.028.983,97
|
||||||||||
|
b) Cost of purchased services
|
-197.869,47
|
-416.015,60
|
||||||||||
|
-4.786.615,63
|
-8.444.999,57
|
|||||||||||
|
Gross profit / loss (-)
|
-3.406.998,67
|
-2.917.759,28
|
||||||||||
|
6. Personnel expenses
|
||||||||||||
|
a) Wages and salaries
|
-656.999,30
|
-939.132,72
|
||||||||||
|
b) Social security, pension and other benefit
|
||||||||||||
|
Costs
|
-209.445,82
|
-227.421,39
|
||||||||||
|
-866.445,12
|
-1.166.554,11
|
|||||||||||
|
7. Amortization, depreciation and impairment
|
-2.413.110,74
|
-2.385.646,08
|
||||||||||
|
8. Other operating expenses
|
||||||||||||
|
a) Ordinary operating expenses
|
||||||||||||
|
aa) Rent and rent incidentals
|
-70.708,69
|
-72.698,28
|
||||||||||
|
ab) Insurance and contributions
|
-7.344,28
|
-7.701,12
|
||||||||||
|
ac) R&D Costs
|
-4.860.247,27
|
-6.097.045,59
|
||||||||||
|
ad) Vehicle expenses
|
-253,39
|
-543,88
|
||||||||||
|
ae) Advertising and travel expenses
|
-14.315,52
|
-46.282,30
|
||||||||||
|
af) Distribution costs
|
-15.803,57
|
-32.259,53
|
||||||||||
|
ag) Miscellaneous operating expenses
|
-304.247,71
|
-259.605,05
|
||||||||||
|
b) Losses from the disposal of fixed assets
|
-3,00
|
-789,26
|
||||||||||
|
c) Losses from impairment or from the disposal
|
||||||||||||
|
of current assets and allocations to bad debt
|
||||||||||||
|
Allowances
|
-9.161,32
|
0,00
|
||||||||||
|
d) Other expenses related to ordinary activities
|
-8.813,07
|
-8.958,24
|
||||||||||
|
-5.290.897,82
|
-6.525.883,25
|
|||||||||||
|
Operating result
|
-11.977.452,35
|
-12.995.842,72
|
||||||||||
|
INCOME STATEMENTS from 1 January 2020 to 31 December 2020 and 1 January 2019 to 31 December
2019
|
Page 4 |
Advent Technologies GmbH (formerly fischer eco solutions GmbH), Achern
|
Fiscal year 2020
|
Prior year 2019
|
||||||||
|
|
EUR |
EUR
|
EUR
|
||||||
|
Subtotal:
|
-11.977.452,35
|
-12.995.842,72
|
|||||||
|
9. Other interest and similar income
|
821.016,82
|
564.132,36
|
|||||||
|
10. Interest and similar expenses
|
-1.423.851,23
|
-1.277.675,05
|
|||||||
|
11. Income from loss absorption
|
12.587.416,76
|
13.489.752,41
|
|||||||
|
12. Net gain / loss (-) for the year
|
7.130,00
|
-219.633,00
|
|||||||
|
13. Loss carryforward
|
-4.538.904,48
|
-4.319.271,48
|
|||||||
|
14. ACCUMULATED LOSS
|
-4.531.774,48
|
-4.538.904,48
|
|||||||
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statementsas of 31 December 2020 and 31
December 2019
|
Page 5
|
|
Statements of changes in equity
|
||||||||||||||||||||
|
SUBSCRIBED CAPITAL
|
CAPITAL RESERVES
|
LOSS CARRYFORWARD
|
NET GAIN/LOSS (-)
FOR THE YEAR |
T O T A L
E Q U I T Y |
||||||||||||||||
|
Euro
|
Euro
|
Euro
|
Euro
|
Euro
|
||||||||||||||||
|
|
||||||||||||||||||||
|
31 December 2018
1 January 2019 |
1,000,000.00
|
3,500,000.00
|
-4,319,271.48
|
0.00
|
180,728.52
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Carryforward to new account
|
0.00
|
0.00
|
0.00
|
0.00
|
0.00
|
|||||||||||||||
|
Net gain/loss (-) in 2019
|
0.00
|
0.00
|
0.00
|
-219,633.00
|
-219,633.00
|
|||||||||||||||
|
|
||||||||||||||||||||
|
31 December 2019
1 January 2020 |
1,000,000.00
|
3,500,000.00
|
-4,319,271.48
|
-219,633.00
|
-38,904.48
|
|||||||||||||||
|
|
||||||||||||||||||||
|
Carryforward to new account
|
0.00
|
0.00
|
-219,633.00
|
219,633.00
|
0.00
|
|||||||||||||||
|
Net gain/loss (-) in 2020
|
0.00
|
0.00
|
0.00
|
7,130.00
|
7,130.00
|
|||||||||||||||
|
|
||||||||||||||||||||
|
31 December 2020
|
1,000,000.00
|
3,500,000.00
|
-4,538,904.48
|
7,130.00
|
-31,774.48
|
|||||||||||||||
|
|
||||||||||||||||||||
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statementsas of 31 December 2020 and 31
December 2019
|
Page 6
|
|
Statements of Cash Flows from 1 January 2020 to 31 December 2020 and
|
||||||||||
|
from 1 January 2019 to 31 December 2019
|
||||||||||
|
12/31/2020
|
12/31/2019
|
|||||||||
|
Act
|
Act
|
|||||||||
|
YTD
|
YTD
|
|||||||||
|
Net income / (net loss) for the year after allocation / distribution of profit
|
7,130.00
|
-219,633.00
|
||||||||
|
+/-
|
Amortization, depreciation and impairment
|
2,413,110.74
|
2,385,646.08
|
|||||||
|
+/-
|
Increase / decrease in other provisions
|
-74,473.00
|
28,974.31
|
|||||||
|
-/+
|
|
Increase / decrease in inventories
|
-644,028.90
|
-641,919.71
|
||||||
|
-/+
|
|
Increase / decrease in AR trade and other receivables, not investing or financing activities
|
-11,429,695.10
|
9,040,428.33
|
||||||
|
+/-
|
Increase / decrease in AP trade and other liabilities, not investing or financing activities
|
-848,174.91
|
-17,976,360.84
|
|||||||
|
-/+
|
|
Gain / loss on disposal of fixed assets
|
-996.00
|
789.26
|
||||||
|
+/-
|
Interest expenses / interest income
|
602,834.41
|
713,542.69
|
|||||||
|
=
|
Cash flow from operating activities
|
-9,974,292.76
|
-6,668,532.88
|
|||||||
|
Proceeds from sale of fixed assets
|
1,000.00
|
0.00
|
||||||||
|
-
|
Expenditures for fixed assets
|
-441,742.94
|
-437,648.14
|
|||||||
|
=
|
Cash flow from investing activities
|
-440,742.94
|
-437,648.14
|
|||||||
|
+/-
|
Proceeds from / expenditures for loans received from affiliated companies
|
11,577,186.41
|
7,095,498.98
|
|||||||
|
-
|
Interest paid
|
-397.64
|
-2,340.03
|
|||||||
|
=
|
Cash flow from financing activities
|
11,576,788.77
|
7,093,158.95
|
|||||||
|
Net change in cash and cash equivalents
|
1,161,753.07
|
-13,022.07
|
||||||||
|
+
|
Cash and cash equivalents at beginning of period
|
4,665.86
|
17,687.93
|
|||||||
|
=
|
Cash and cash equivalents at end of period
|
1,166,418.93
|
4,665.86
|
|||||||
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statementsas of 31 December 2020 and 31
December 2019
|
Page 7
|
Notes to the financial statements of
Advent Technologies GmbH (formerly fischer eco solutions GmbH
General information about the company
Advent Technologies GmbH (formerly fischer eco solutions GmbH), headquartered in Achern, Germany, is entered in the Commercial
Register of the Mannheim Local Court under the registration number HRB 706920
The shareholders' meeting of 23 September 2021 resolved to amend the Articles of Association in Section I sentence 1 (Name of
the Company). The name was changed to Advent Technologies GmbH.
General information
These financial statements were prepared in accordance with Sec. 242 et seq. and Sec. 264 et seq. HGB [“Handelsgesetzbuch”:
German Commercial Code] as well as in accordance with the relevant provisions of the GmbHG [“Gesetz betreffend die Gesellschaften mit beschränkter Haftung”: German Limited Liability Companies Act]. The Company is subject to the
requirements for small corporations. The income statement is classified using the nature of expense method.
In order to improve the clarity of the financial statements, we have provided details on the composition of balance sheet
items and “thereof” items in the notes to the financial statements. Pursuant to Sec. 42 GmbHG, disclosures on receivables from and liabilities to shareholders have also been included in the notes.
Pursuant to the size classes stated in Sec. 267 HGB, the Company is a small corporation. In the reporting year, size criteria
break down as follows:
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statementsas of 31 December 2020 and 31
December 2019
|
Page 8
|
Accounting policies, including tax-law measures pursuant to Sec. 284 HGB
Accounting policies
The accounting policies applied comply with the provisions of the HGB [“Handelsgesetzbuch”: German Commercial Code] and the
supplementary provisions of the GmbHG [“Gesetz betreffend die Gesellschaften mit beschränkter Haftung”: German Limited Liability Companies Act].
The following accounting and valuation methods were used unchanged for the preparation of the annual financial statements.
Purchased intangible assets are recognized at acquisition cost and are amortized
if they have a limited life.
Property, plant and equipment are recognized at acquisition or production cost less depreciation (and, if necessary, impairment).
Amortization and depreciation were calculated on the basis of the estimated useful lives of the assets. The straight-line
method is generally used for depreciation and amortization.
Low-value assets with an acquisition or production cost of up to EUR 150.00 are fully expensed in the year of acquisition.
Movable fixed assets with a value of between EUR 150.01 and EUR 1,000.00 are recognized in a collective item in the year of
acquisition and depreciated on a straight-line basis using a rate of 20.0%.
Financial assets are recognized and valued as follows:
| - |
Loans at nominal value
|
| - |
Securities classified as fixed assets at acquisition cost
|
If necessary, they are written down to the lower net realizable value as of the reporting date.
Raw materials, consumables and supplies are reported at (average) acquisition or production cost, applying the lower of cost or market principle as of the reporting date.
Work in process and finished goods are valued at production cost. Production cost includes directly allocable costs as well as required overheads and production-related depreciation expenses. Production cost does not include
borrowing costs. If the share of raw materials has a lower value as of the reporting date, this is recognized.
Receivables and other assets are stated at their nominal value or net realizable value as of the reporting date, whichever is lower. Appropriate bad debt allowances are recorded to cover any recognizable risks that may
not be collectible; bad debts are written off. In order to cover the general credit risk, a general bad debt allowance is recognized on any receivables not already covered by specific bad debt allowances.
Cash and cash equivalents are stated at nominal value.
Expenses recognized before the balance sheet date that relate to a certain period after this date are posted as prepaid expenses.
Subscribed capital is stated at nominal value.
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statements as of 31 December 2020 and 31 December 2019
|
Page 9
|
Tax provisions contain taxes yet to be assessed relating to the fiscal year.
Other provisions record all recognizable risks and uncertain liabilities and are valued at the settlement value deemed necessary according to prudent business judgment (Sec. 253 (1) 2 HGB). Provisions with
a term of more than one year are discounted based on their term at the average market interest rate of the past seven fiscal years (Sec. 253 (2) 1 HGB).
Liabilities are stated at their settlement amount (Sec. 253 (1) 2 HGB).
Translation of items denominated in foreign currency to euros
The annual financial statements contain items denominated in foreign currency translated into euros.
Receivables and liabilities in foreign currency are translated at the mean spot rate on the balance sheet date pursuant to
Sec. 256a HGB.
The exchange rate of receivables or liabilities denominated in foreign currency with a remaining term of more than one year
on the transaction date is recognized if it is lower in the case of receivables or higher in the case of liabilities.
Receivables and other assets
Receivables from affiliates contain trade receivables of EUR 5,695.51 (prior year: EUR 1,461,254.15) and other assets of EUR 26,874,142.62 (prior year: EUR 25,147,237.89).
| Trade receivables | |||
| 31.12.2020 | 31.12.2019 |
||
|
Advent Technologies A/S
|
0.00 EUR
|
1,447,707.71 EUR
|
|
|
fischer Rohrtechnik GmbH
|
0.00 EUR
|
5,546.44 EUR
|
|
|
fischer Edelstahlrohre GmbH
|
5,283.25 EUR
|
8,000.00 EUR
|
|
|
F.E.R. fischer Edelstahlrohre GmbH
|
250.00 EUR
|
0.00 EUR
|
|
|
fischer Power Solutions GmbH
|
162.26 EUR
|
0.00 EUR
|
|
| 5,695.51 EUR | 1,461,254.15 EUR | ||
|
Other assets
|
|||
| 31.12.2020 | 31.12.2019 | ||
|
F.E.R. fischer Edelstahlrohre GmbH
|
26,874,142.62 EUR
|
25,147,237.89 EUR
|
Of the receivables from affiliates, an amount of EUR 0.00 (prior year: EUR 13,489,752.41) has a remaining term of more than one
year.
Trade receivables of EUR 0.00 (prior year: EUR 9,161.32) have a remaining term of more than one year.
Other assets of EUR 0.00 (prior year: EUR 0.00) have a remaining term of more than one year.
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statements as of 31 December 2020 and 31 December 2019
|
Page 10
|
Other assets contain input tax of EUR 4,067.00 (prior year: EUR 2,438.92) that does not come into effect until after the
reporting date.
Receivables from shareholders are not recognized separately in the balance sheet. Of the receivables from affiliates recognized in the balance sheet, EUR 26,874,392.62 (prior year: EUR 25,147,237.89) relates to
receivables from shareholders as defined by Sec. 42 (3) GmbHG.
Statement of liabilities pursuant to Sec. 285 No. 2 HGB
|
Type of liability as of 31
December 2020
|
Total
|
thereof due in
|
Secured
amounts
|
Type of
*liability
|
||
|
less than
one year
|
one to
five
years
|
more
than five
years
|
||||
|
EUR k
|
EUR k
|
EUR k
|
EUR k
|
EUR k
|
||
|
Related to trade
|
802
|
802
|
0
|
0
|
689
|
|
|
(341)
|
(341)
|
(0)
|
(0)
|
(326)
|
-
|
|
|
To affiliates
|
38,957
|
20,764
|
18,193
|
0
|
40
|
|
|
(38,927)
|
(8,307)
|
(30,620)
|
(0)
|
(2,227)
|
-
|
|
|
Other liabilities
|
53
|
53
|
0
|
0
|
0
|
|
|
(92)
|
(92)
|
(0)
|
(0)
|
(0)
|
-
|
|
|
Total
|
39,812
|
21,619
|
18,193
|
0
|
729
|
|
|
(39,360)
|
(8,740)
|
(30,620)
|
(0)
|
(2,553)
|
||
Figures in brackets = prior-year figures
| - |
thereof for taxes:
|
EUR 14,209.49 (prior year: EUR 16,731.01)
| - |
thereof related to social security:
|
EUR 13,626.68; (prior year: EUR 25,702.83)
| * |
Trade payables are secured by retention of title customary for the industry.
|
Liabilities to affiliates contain trade payables of EUR 78,480.97 (prior year: EUR 2,226,583.59) and other liabilities of EUR 38,878,452.35 (prior year: EUR 36,700,000.00).
|
Trade payables
|
||||||||
|
31.12.2020
|
31.12.2019
|
|||||||
|
Advent Technologies A/S
|
36,487.80 EUR
|
2,184,946.38 EUR
|
||||||
|
fischer Edelstahlrohre GmbH
|
23,370.92 EUR
|
17,453.51 EUR
|
||||||
|
F.E.R. fischer Edelstahlrohre GmbH
|
2,524.00 EUR
|
14,152.00 EUR
|
||||||
|
fischer Maschinentechnik-GmbH
|
267.73 EUR
|
0.00 EUR
|
||||||
|
fischer group SE & Co. KG
|
15,830.52 EUR
|
10,031.70 EUR
|
||||||
|
78,480.97 EUR
|
2,226,583.59 EUR
|
|||||||
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statements as of 31 December 2020 and 31 December 2019
|
Page 11
|
|
Other liabilities
|
||||||||
|
31.12.2020
|
31.12.2019
|
|||||||
|
Advent Technologies A/S
|
878,452.35 EUR
|
0.00 EUR
|
||||||
|
F.E.R. fischer Edelstahlrohre GmbH
|
38,000,000.00 EUR
|
36,700,000.00 EUR
|
||||||
|
38,878,452.35 EUR
|
36,700,000.00 EUR
|
|||||||
Liabilities to shareholders are not recognized separately in the balance sheet. Of the liabilities to affiliates recognized in the balance sheet, EUR 38,002,524.00 (prior year: EUR 36,714,152.00) relates to
liabilities to shareholders as defined by Sec. 42 (3) GmbHG.
Disclosures and explanations of individual items in the income statement Personnel expenses
The item personnel expenses - Social security, pension and other benefit costs - includes expenses for benefits amounting to EUR 8,805.75 (prior year:
EUR 9,326.04).
Depreciation
Depreciation of property, plant and equipment includes unscheduled depreciation amounting to EUR 74,941.80 (prior year: EUR
0.00).
Financial result
The item other interest and similar income includes interest income amounting to EUR 850.00 (prior year: EUR 1,210.00) from the
discounting of provisions.
Of the interest income, EUR 820,166.82 (prior year: EUR 562,922.36) relates to affiliated companies.
|
Interest income to affiliated companies
|
|||
| 31.12.2020 | 31.12.2019 | ||
|
F.E.R. fischer Edelstahlrohre GmbH
|
820,166.82 EUR
|
562,922.36 EUR
|
The item interest and similar expenses includes interest expenses of EUR 640.00 (prior year: EUR 2,110.00) from the compounding
of provisions.
Of the interest expenses, EUR 1,422,813.59 (previous year: EUR 1,275,335.02) relate to affiliated companies.
Interest expenses to affiliated companies
|
31.12.2020
|
31.12.2019
|
||
|
F.E.R. fischer Edelstahlrohre GmbH
|
1,422,813.59 EUR
|
1,275,335.02 EUR
|
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statements as of 31 December 2020 and 31 December 2019
|
Page 12
|
Other financial obligations pursuant to Sec. 285 No. 3(a) HGB
Annual payment obligations under rental agreements and other service agreements are as follows:
|
Off-balance-sheet other
|
Amount 31.12.2020
|
Amount 31.12.2019
|
Maturity
|
||||||
|
financial obligations
|
(EUR k)
|
(EUR k)
|
(Year)
|
||||||
|
Rental obligations
|
|||||||||
|
Rent for premises
|
69
|
69
|
Annual obligation
|
||||||
|
Service agreements
|
|||||||||
|
Software support
|
6
|
10
|
Annual obligation
|
||||||
|
Production maintenance
|
18
|
27
|
Annual obligation
|
||||||
|
Other
|
4
|
3
|
Annual obligation
|
||||||
Rental obligations to the ultimate parent company fischer group SE & Co. KG total EUR 69,014.46 (prior year: EUR
69,014.46).
Obligations from ongoing investment projects amount to EUR 0.00 (prior year: EUR 279,348.74) as of the reporting date.
Information on employees pursuant to Sec. 285 No. 7 HGB
The workforce of the Company during the fiscal year can be broken down into the following categories:
|
Category
|
Number
2020
|
Number
2019
|
||||||
|
Wage earners
|
9.25
|
11.25
|
||||||
|
Salaried employees
|
7.00
|
7.00
|
||||||
|
The average total number of employees for the year is therefore:
|
16.25
|
|||||||
|
The average total number of employees for the prior year is therefore:
|
18.25
|
|||||||
Information on group affiliation (Sec.285 No. 14 and 14a HGB)-
The direct parent company of the Company is F. E. R. fischer Edelstahlrohre GmbH with registered office in Achern. The
shareholder is included in the consolidated financial statements of fischer group SE & Co. KG with registered office in Achern.
The fischer group SE & Co. KG, Achern, prepares the consolidated financial statements for the smallest and largest group of
companies. The consolidated financial statements are published in the “Bundesanzeiger”. Advent Technologies GmbH (formerly fischer eco solutions GmbH), Achern, is included in these consolidated financial statements.
General managers pursuant to Sec. 285 No. 10 HGB
The Company was managed by the following persons in the past fiscal year:
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statements as of 31 December 2020 and 31 December 2019
|
Page 13
|
|
1. General manager:
|
HansFischr, Seebach
|
|
Additional general manager:
|
Roland Fischer, Seebach
|
Appropriation of profits
Earnings are transferred under the profit and loss transfer agreement concluded with the parent company F.E.R. fischer
Edelstahlrohre GmbH.
Related Party
Effective upon inception of Advent Technologies GmbH (formerly fischer eco solutions GmbH), the parent company of F.E.R. fischer
Edelstahlrohre GmbH owned 100% of the shares of Advent Technologies GmbH (formerly fischer eco solutions GmbH). This resulted in the classification of Advent Technologies GmbH (formerly fischer eco solutions GmbH) as a related party of Advent
Technologies A/S (formerly Serenergy A/S) as 100% of Advent Technologies A/S (formerly Serenergy A/S) shares are also owned by the common parent of F.E.R. fischer Edelstahlrohre GmbH.
Effective July of 2018 arrangements were made between Advent Technologies A/S (formerly Serenergy A/S) and Advent Technologies
GmbH (formerly fischer eco solutions GmbH) to shift the entrepreneurial risk associated with the patents from Advent Technologies A/S (formerly Serenergy A/S) to Advent Technologies GmbH (formerly fischer eco solutions GmbH). Three separate
contracts were agreed to as it related to running the business between the two parties. Firstly, there was a manufacturing contract which laid out the expected rules of engagement as it related to the ultimate production of fuel cells by Advent
Technologies A/S (formerly Serenergy A/S) utilizing various parts supplied by Advent Technologies GmbH (formerly fischer eco solutions GmbH) and third-party suppliers. Additionally, as a part of this portion of the Agreement was the sale of
finished fuel cell units to Advent Technologies GmbH (formerly fischer eco solutions GmbH) from Advent Technologies A/S (formerly Serenergy A/S) to be held on site in Denmark and sold in accordance with the distribution contract, described as
follows. The distribution contract governs the ultimate sale of the Finished Fuel Cells to third-party customers via the sales channels of Advent Technologies A/S (formerly Serenergy A/S). Finally, an R&D contract was agreed between Advent
Technologies A/S (formerly Serenergy A/S) and Advent Technologies GmbH (formerly fischer eco solutions GmbH) with the goal of transferring some of the R&D costs incurred by Advent Technologies A/S (formerly Serenergy A/S) to Advent Technologies
GmbH (formerly fischer eco solutions GmbH).
The Company also has a profit and loss transfer agreement with its parent company, F.E.R. fischer Edelstahlrohre GmbH in which
all losses held at the Advent Technologies GmbH (formerly fischer eco solutions GmbH) company level will be absorbed by the parent. This resulted in the Company reporting income from loss absorption on the statement of operations of EUR
12,587,416,76 and EUR 13,489,752,41 for the periods ended December 31, 2020 and December 31, 2019, respectively. Further, this arrangement resulted in an ongoing receivable from, F.E.R. fischer Edelstahlrohre GmbH in the amount of EUR 26,751,747.17
and EUR 25,080,749.12 for the periods ended December 31, 2020 and December 31, 2019, respectively, as a result of the periodic income from loss absorption.
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statements as of 31 December 2020 and 31 December 2019
|
Page 14
|
Additionally, included within payables to related parties are shareholder loans payable to the parent company, F.E.R. fischer
Edelstahlrohre GmbH for the purposes of operational financing which amount to EUR 38,000,000.00 and EUR 36,700,000.00 for the periods ended December 31, 2020 and December 31, 2019, respectively.
The Company notes that in accordance with the Agreements stated above are various related party transactions and balances held
at the various reporting dates.
Refer to table below for amounts held on the balance sheet and contained within the income statement for the periods ended
December 31, 2020 and December 31, 2019:
|
Annual Statement
|
||||||||
|
For the year ended
|
For the year ended
|
|||||||
|
(Euro in thousands)
|
December 31, 2020
|
December 31, 2019
|
||||||
|
Revenue from Related Parties
|
14,514
|
19,058
|
||||||
|
Expense to Related Parties
|
9,873
|
14,707
|
||||||
|
4,641
|
4,351
|
|||||||
|
(Euro in thousands)
|
December 31, 2020
|
December 31, 2019
|
||||||
|
Receivables from Related Parties
|
26,880
|
26,608
|
||||||
|
Payables to Related Parties
|
38,957
|
38,927
|
||||||
|
-12,077
|
-12,319
|
|||||||
* - Noted that due to the ultimate consolidation and related party nature of the entities listed above, there is a natural
right of offset as it relates to the amount receivable or payable and may be presented on a net basis within the statement of financial position
Summary of differences between German GAAP and US generally accepted accounting principles (“US GAAP”)
The financial statements of the Company have been prepared in accordance with German GAAP which differ in certain significant respects from US GAAP.
The effects of the application of US GAAP to the shareholder’s equity and net income (loss) are set forth in the table below:
|
Reconciliation of net income (loss):
|
2020
|
2019
|
||||||
|
Net income (loss) for the financial year in accordance with German GAAP
|
7.130,00
|
- 219.633,00
|
||||||
|
US GAAP reconciliation adjustments
|
||||||||
|
Reversal of loss absorption under profit and loss transfer agreement
|
-12.587.416,76
|
-13.489.752,41
|
||||||
|
Taxes on reversal of loss absorption
|
-
|
-
|
||||||
|
Net income (loss) in accordance with US GAAP
|
-12.580.286,76
|
-13.709.385,41
|
||||||
Advent Technologies GmbH (formerly fischer eco solutions GmbH)
|
Annual financial statements as of 31 December 2020 and 31 December 2019
|
Page 15
|
|
Reconciliation of shareholder’s equity:
|
2020
|
2019
|
||||||
|
Shareholder’s equity in accordance with German GAAP
|
- 31.774,48
|
- 38.904,48
|
||||||
|
US GAAP reconciliation adjustments
|
||||||||
|
Reversal of loss absorption under profit and loss transfer agreement
|
-12.587.416,76
|
-13.489.752,41
|
||||||
|
Receivable carry forward from prior year loss absorption
|
-14.164.330,41
|
-11.590.996,71
|
||||||
|
Shareholder’s equity in accordance with US GAAP
|
-26.783.521,65
|
-25.119.653,60
|
||||||
Under German GAAP, net income/loss for the financial year is determined after taking into consideration the impact of the profit and loss transfer
agreement with the Parent Company. Under US GAAP, profits or losses transferred to the parent Company under the profit and loss transfer arrangement represent an appropriation of profits or losses (akin to a dividend or capital contribution) rather
than an income statement line item. The related receivables or payables from the shareholder are recorded as an adjustment to equity to reflect the distribution to or contribution from the shareholder.
Tax Effect
As the Company’s operating losses are expected to continue into the future, it does not expect to recover the deferred tax asset resulting from the
net operating loss carry forwards. As a result, under US GAAP, the Company would recognize a full valuation allowance against the deferred tax asset, and the tax effect on the reversal of loss absorption is therefore assumed to be Nil.
Subsequent Events
On August 30, 2021, the Profit and Loss agreement between the previous shareholder
F.E.R. fischer Edelstahlrohre GmbH having its registered seat in Achern, registered with the commercial register of local court of Mannheim,
Germany under no. HRB220198 and Advent Technologies GmbH (formerly fischer eco solutions GmbH) was terminated with effect from the end of August 31, 2021.
On August 31st 2021, 100% of the shares in Advent Technologies GmbH (formerly fischer eco solutions GmbH) was acquired by the company Advent
Technologies Holdings Inc., a NASDAQ listed company (ticker: “ADN”) headquartered in Boston, USA.
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements are
provided to aid you in your analysis of the financial aspects of the merger with AMCI Acquisition Corp. (“AMCI”) and the consummation of the PIPE Investment, effective February 4, 2021, and the acquisitions of SerEnergy A/S (“SerEnergy”) and fischer eco solutions GmbH (“FES”), effective August 31,
2021. The merger with AMCI, consummation of the PIPE Investment and acquisitions of SerEnergy and FES are collectively referred to as the “Transactions.”
The following unaudited pro forma condensed combined statements of operations are based upon the historical consolidated statements of
operations of AMCI, SerEnergy and FES, after giving effect to the Transactions, and after applying the assumptions, reclassifications and adjustments described in the accompanying notes. The Transactions were consummated prior to September 30,
2021 and are therefore reflected in the historical unaudited consolidated balance sheet of Advent Technologies Holdings, Inc. as of September 30, 2021. Therefore, no unaudited pro forma condensed combined balance sheet has been presented herein.
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 are presented as if the Transactions had occurred on January 1, 2020.
The unaudited pro forma condensed combined statements of operations should be read in conjunction with the accompanying notes thereto. In
addition, the unaudited pro forma condensed combined statements of operations were based on and should be read in conjunction with:
| • |
the audited historical consolidated financial statements and accompanying notes of Advent Technologies, Inc. for the year ended December 31, 2020, included in our Current Report on Form 8-K, as amended, filed on May 20, 2021;
|
| • |
the audited historical financial statements and accompanying notes of AMCI for the year ended December 31, 2020, included in our Annual Report on Form 10-K, as amended, filed on May 20, 2021;
|
| • |
the audited historical financial statements and accompanying notes of SerEnergy for the year ended December 31, 2020 included in this Current Report on Form 8-K dated March 31, 2022;
|
| • |
the audited historical financial statements and accompanying notes of FES for the year ended December 31, 2020 included in this Current Report on Form 8-K dated March 31, 2022.
|
The unaudited pro forma condensed combined statements of operations have been presented for illustrative purposes only. The pro forma information is not necessarily
indicative of what our results of operations actually would have been had the Transactions been completed as of the dates indicated or that may be achieved in the future. In addition, the unaudited pro forma condensed combined statements of
operations do not purport to project our future operating results. The actual results reported in periods following the Transactions may differ significantly from those reflected in these unaudited pro forma condensed combined statements of
operations.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
(All amounts in USD, except for number of shares)
|
Historical
|
Transaction Accounting Adjustments (Note 4)
|
Historical
|
Transaction Accounting Adjustments (Note 4)
|
Pro Forma Combined
|
||||||||||||||||||||||||||||||||||||
|
|
4(A)
AMCI
|
|
4(B)
Advent
|
Total
|
4(C)
SerEnergy
|
4(D)
FES
|
||||||||||||||||||||||||||||||||||
|
Revenue, net
|
$
|
-
|
|
$
|
882,652
|
$
|
-
|
$
|
882,652
|
$
|
10,438,590
|
$
|
1,342,010
|
$
|
(9,698,604
|
)
|
4(g
|
)
|
$
|
2,964,648
|
||||||||||||||||||||
|
Cost of revenues
|
-
|
|
(513,818
|
)
|
(513,818
|
)
|
(2,058,669
|
)
|
(6,195,686
|
)
|
4,339,027
|
4(g
|
)
|
(4,429,146
|
)
|
|||||||||||||||||||||||||
|
Gross profit / (loss)
|
-
|
|
368,834
|
-
|
368,834
|
8,379,921
|
(4,853,676
|
)
|
(5,359,577
|
)
|
(1,464,498
|
)
|
||||||||||||||||||||||||||||
|
Cost and operating expenses:
|
|
|||||||||||||||||||||||||||||||||||||||
|
Income from grants
|
-
|
|
206,828
|
-
|
206,828
|
890,541
|
199,094
|
-
|
1,296,463
|
|||||||||||||||||||||||||||||||
|
Research and development expenses
|
-
|
|
(102,538
|
)
|
-
|
(102,538
|
)
|
(4,711,683
|
)
|
(8,304,175
|
)
|
7,544,577
|
4(g
|
)
|
(5,573,819
|
)
|
||||||||||||||||||||||||
|
Administrative and selling expenses
|
-
|
|
(3,546,856
|
)
|
70,089
|
4(a), 4(b
|
)
|
(3,476,767
|
)
|
(3,761,784
|
)
|
(716,201
|
)
|
-
|
(7,954,752
|
)
|
||||||||||||||||||||||||
|
Amortization of intangibles
|
-
|
|
-
|
-
|
-
|
-
|
-
|
(2,400,000
|
)
|
4(h
|
)
|
(2,400,000
|
)
|
|||||||||||||||||||||||||||
|
Operating costs and formation costs
|
(1,422,570
|
)
|
|
-
|
489,561
|
4(b), 4(c
|
)
|
(933,009
|
)
|
-
|
-
|
-
|
(933,009
|
)
|
||||||||||||||||||||||||||
|
Franchise tax expense
|
(208,794
|
)
|
|
-
|
-
|
(208,794
|
)
|
-
|
-
|
-
|
(208,794
|
)
|
||||||||||||||||||||||||||||
|
Other operating expenses
|
-
|
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||||||||||||||
|
Operating profit / (loss)
|
(1,631,364
|
)
|
|
(3,073,732
|
)
|
559,650
|
(4,145,446
|
)
|
796,995
|
(13,674,958
|
)
|
(215,000
|
)
|
(17,238,409
|
)
|
|||||||||||||||||||||||||
|
Change in fair value of warrant liabilities
|
(99,220,125
|
)
|
|
-
|
67,699,876
|
4(d
|
)
|
(31,520,249
|
)
|
-
|
-
|
-
|
(31,520,249
|
)
|
||||||||||||||||||||||||||
|
Other income - dividends and interest
|
836,541
|
|
-
|
(836,541
|
)
|
4(e
|
)
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||
|
Finance costs
|
-
|
|
(5,542
|
)
|
-
|
(5,542
|
)
|
(239,846
|
)
|
(688,271
|
)
|
928,117
|
4(i
|
)
|
(5,542
|
)
|
||||||||||||||||||||||||
|
Foreign exchange differences, net
|
-
|
|
(26,072
|
)
|
-
|
(26,072
|
)
|
-
|
-
|
-
|
(26,072
|
)
|
||||||||||||||||||||||||||||
|
Other income (expense), net
|
-
|
|
(15,696
|
)
|
-
|
(15,696
|
)
|
-
|
14,371,368
|
(14,371,368
|
)
|
4(j
|
)
|
(15,696
|
)
|
|||||||||||||||||||||||||
|
Loss before income tax
|
(100,014,948
|
)
|
|
(3,121,042
|
)
|
67,422,985
|
(35,713,005
|
)
|
557,149
|
8,139
|
(13,658,251
|
)
|
(48,805,968
|
)
|
||||||||||||||||||||||||||
|
Income tax
|
(199,030
|
)
|
|
-
|
199,030
|
4(f
|
)
|
-
|
15,009
|
-
|
-
|
15,009
|
||||||||||||||||||||||||||||
|
Net loss
|
$
|
(100,213,978
|
)
|
|
$
|
(3,121,042
|
)
|
$
|
67,622,015
|
$
|
(35,713,005
|
)
|
$
|
572,158
|
$
|
8,139
|
$
|
(13,658,251
|
)
|
$
|
(48,790,959
|
)
|
||||||||||||||||||
|
Weighted average number of common shares outstanding, basic and diluted
|
8,135,082
|
|
46,105,947
|
51,253,591
|
||||||||||||||||||||||||||||||||||||
|
Basic and diluted net loss per share
|
$
|
(12.32
|
)
|
Note 5
|
$
|
(0.77
|
)
|
Note 5
|
|
$
|
(0.95
|
)
|
Note 5 |
|||||||||||||||||||||||||||
See accompanying notes to the unaudited pro forma condensed combined financial information.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1. Description of the Transactions
Merger with AMCI Acquisition Corp.
On October 12, 2020, AMCI, Merger Sub and Advent Technologies, Inc. (“Advent”), entered into the original Merger Agreement, pursuant to which
Merger Sub merged with and into Advent, effective as of February 4, 2021, for an aggregate value equal to $250 million minus the amount of the Closing Net Indebtedness, with each share of New Advent common stock valued for such purposes at
$10.00. Advent survived the Business Combination as a wholly owned subsidiary of AMCI, and AMCI was renamed to “Advent Technologies Holdings, Inc.”
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 million shares, of which 110 million are shares of common stock, par value $0.0001 per share and 1 million 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 agreement with a number of
investors (each a “Subscriber”), pursuant to which the Subscribers agreed to purchase, and AMCI agreed to sell to the Subscribers, an aggregate of 6.5 million shares of common stock (the “PIPE Shares”), for a purchase price of $10.00 per share
and an aggregate purchase price of $65.0 million, in a private placement pursuant to the subscription agreements (the “PIPE Investment”). The PIPE Investment closed simultaneously with the consummation of the Business Combination.
References to Merger Agreement are construed to refer to the Merger Agreement noted above as amended on October 19, 2020 to remove the
requirement for AMCI to cash-out all outstanding Warrants and as amended again on December 31, 2020 to (a) reduce the size of the board of directors of the Combined Entity following the Business Combination from nine members to seven members, (b)
increase the amount of aggregate cash bonus payments to be made in connection with Closing from $3.0 million to $4.9 million, and (c) amend certain terms of the form of employment agreement of Christos Kaskavelis.
After giving effect to the redemption of the Class A public shares, Advent’s shareholders hold 25.0 million shares of AMCI common stock
immediately after the Closing, which approximates a 54% ownership level.
|
Stockholder
|
|
%
|
|
No. shares
|
|
Advent
|
|
54.3
|
|
25,033,398
|
|
Public
|
|
19.6
|
|
9,059,530
|
|
Sponsor
|
|
5.4
|
|
2,474,009
|
|
AMCI’s executive management
|
|
1.1
|
|
485,000
|
|
Other AMCI holders
|
|
5.5
|
|
2,554,010
|
|
PIPE Investors
|
|
14.1
|
|
6,500,000
|
|
Total
|
|
100%
|
|
46,105,947
|
The foregoing ownership percentages with respect to the Combined Entity following the Business Combination reflect that (i) there are no
adjustments for the outstanding public, private placement or working capital warrants issued by AMCI; (ii) Advent’s Closing Net Indebtedness was ($0.3 million), computed as debt less cash and cash equivalents, immediately prior to the Closing;
(iii) no awards were issued under the Equity Incentive Plan, and (iv) AMCI did not engage in any kind of equity financing prior to the Closing, other than the $65.0 million PIPE investment described above.
Acquisitions of SerEnergy A/S and fischer eco solutions GmbH
On June 25, 2021, the Company entered into a Share Purchase Agreement with F.E.R. Fischer Edelstahlrohre GmbH (the “Seller), effective as of
August 31, 2021, which provided for the Company to acquire all of the issued and outstanding equity interests in SerEnergy and FES, two wholly-owned subsidiaries of the Seller, together with certain outstanding shareholder loan receivables.
Pursuant to the Share Purchase Agreement, on August 31, 2021, the Company acquired SerEnergy and FES, the fuel cell systems business of fischer Group. SerEnergy is a manufacturer of methanol-powered high-temperature polymer electrolyte membrane
(“HT-PEM”) fuel cells and operates facilities in Aalborg, Denmark and in Manila, Philippines. FES provides fuel-cell stack assembly and testing as well as the production of critical fuel cell components of the SerEnergy HT-PEM fuel cells,
including membrane electrode assemblies, bipolar plates and reformers.
As consideration for the transactions contemplated by the Share Purchase Agreement, the Company paid to the Seller $17.9 million in cash and on
August 31, 2021, the Company issued to the Seller 5.1 million shares of common stock of the Company with a par value $0.0001 per share (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 the Share Consideration, the “Cap”). An additional amount of $4.4 million, representing cash on the balance sheet of the acquired businesses at closing,
will be paid to F.E.R. fischer Edelstahlrohre GmbH to complete the acquisition of SerEnergy and FES.
The merger with AMCI, consummation of the PIPE Investment and the acquisitions of SerEnergy and FES are collectively referred to as the
“Transactions.”
Note 2. Basis of Presentation
The unaudited pro forma condensed combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X, as amended by
the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for
the transaction (“Transaction Accounting Adjustments”) and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). We have elected not to
present Management’s Adjustments and are only presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information. The adjustments presented in the unaudited pro forma condensed combined financial
statements have been identified and presented to provide relevant information necessary for an understanding of the combined company.
The unaudited pro forma condensed combined statements of operations are based upon the historical consolidated statements of operations of AMCI,
SerEnergy and FES, after giving effect to the Transactions, and after applying the assumptions, reclassifications and adjustments described in the accompanying notes. The Transactions were consummated prior to September 30, 2021 and are therefore
reflected in the historical unaudited consolidated balance sheet of Advent Technologies Holdings, Inc. as of September 30, 2021. Therefore, no unaudited pro forma condensed combined balance sheet has been presented herein. The unaudited pro forma
condensed combined statements of operations for the year ended December 31, 2020 are presented as if the Transactions had occurred on January 1, 2020.
The unaudited pro forma condensed combined statements of operations should be read in conjunction with the accompanying notes thereto. In
addition, the unaudited pro forma condensed combined statements of operations were based on and should be read in conjunction with:
| • |
the audited historical consolidated financial statements and accompanying notes of Advent Technologies, Inc. for the year ended December 31, 2020, included in our Current Report on Form 8-K, as amended, filed on May 20, 2021;
|
| • |
the audited historical financial statements and accompanying notes of AMCI for the year ended December 31, 2020, included in our Annual Report on Form 10-K, as amended, filed on May 20, 2021;
|
| • |
the audited historical financial statements and accompanying notes of SerEnergy for the year ended December 31, 2020 included in this Current Report on Form 8-K dated March 31, 2022;
|
| • |
the audited historical financial statements and accompanying notes of FES for the year ended December 31, 2020 included in this Current Report on Form 8-K dated March 31, 2022.
|
Management will perform a comprehensive review of the accounting policies of SerEnergy and FES. As a result of the review, management may identify differences between the accounting policies of
the Company and SerEnergy and FES, which, when conformed, could have a material impact on the consolidated financial statements of the Company. Based on an initial analysis, management did not identify any differences that would have a material
impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
AMCI and Advent Technologies Inc. have not had any historical relationship prior to the merger. Additionally, SerEnergy and FES have not had any historical relationship with Advent Technologies
Holdings, Inc. prior to the acquisitions. Accordingly, no pro forma adjustments were required to eliminate activities between Advent Technologies Inc. and these entities. However, there were transactions between SerEnergy and FES prior to the
acquisitions. As such, management has included pro forma adjustments to eliminate the transactions between SerEnergy and FES.
The pro forma adjustments reflecting the consummation of the Transactions are based on certain currently available information and certain assumptions and
methodologies that Management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in these accompanying notes, may be revised as additional information becomes available and is
evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for
presenting all of the significant effects of the Transactions based on information available to Management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro
forma condensed combined financial information.
The unaudited pro forma condensed combined financial information has been
prepared for informational purposes only to illustrate the effect of the Transactions and is not necessarily indicative of what the actual results of operations would have
been had the Transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations of the combined company. They should be read in conjunction with the historical financial statements and
notes thereto as discussed above.
Note 3. Accounting Treatment
Merger with AMCI Acquisition Corp
Notwithstanding the legal form of the merger with AMCI, the merger was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with U.S. GAAP. Under this method of accounting, AMCI was treated as
the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the merger with AMCI was treated as the equivalent of Advent issuing stock for the net assets of AMCI, accompanied by a recapitalization. Advent was determined to be the accounting acquirer based on evaluation of the following facts and circumstances:
| • |
Advent’s stockholders have the greatest voting interest in the Combined Entity with 54.3% voting interest;
|
| • |
the largest individual minority stockholder of the Combined Entity was a stockholder of Advent;
|
| • |
Advent’s appointed directors represent five out of seven board seats for the Combined Entity’s board of directors;
|
| • |
Advent selects all senior management (executives) of the Combined Entity;
|
| • |
Advent’s senior management comprise the majority of the senior management of the Combined Entity;
|
| • |
Advent operations are the only continuing operations of the Combined Entity.
|
Acquisitions of SerEnergy A/S and fischer eco solutions GmbH
The acquisitions of SerEnergy and FES were accounted for as business combinations in accordance with Accounting Standards Codification (“ASC”)
Topic 805, Business Combinations (“ASC 805”). Management used its best estimates and assumptions to allocate fair values to the tangible and identifiable intangible assets acquired and liabilities assumed and related income tax impacts as of the
acquisition date. Goodwill as of the acquisition date was measured as the excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired.
Note 4. Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2020
The pro forma notes and transaction accounting adjustments are as follows:
Pro forma notes
| (A) |
Derived from the audited statement of operations of AMCI for the year ended December 31, 2020.
|
| (B) |
Derived from the audited statement of operations of Advent Technologies Inc., for the year ended December 31, 2020.
|
| (C) |
Derived from the audited statement of operations of SerEnergy for the year ended December 31, 2020.
|
| (D) |
Derived from the audited statement of operations of FES for the year ended December 31, 2020.
|
Pro forma Transaction Accounting Adjustments
| (a) |
Represents pro forma adjustment to reflect the new compensation arrangements with five key executives of the Combined Entity (Chief Executive Officer, Chief Financial Officer, Chief Marketing Officer, Chief
Technology Officer, Chief Operating Officer and General Counsel and Business Development Representative) in connection with the Business Combination based on the Employment Agreements or Term Sheets entered into on the date of the Merger
Agreement, resulting in an aggregate $1.6 million increase in the annual compensation for these executives from their previous compensation, which are reflected in the pro forma statements of operations.
|
| (b) |
Reflects the elimination of non-recurring transaction expenses incurred for advisory, banking, printing, legal, and accounting fees in connection with the Business Combination. These costs are $1.7 million for Advent affecting
administrative and selling expenses and $0.4 million for AMCI affecting operating costs.
|
| (c) |
Represents pro forma adjustments to eliminate historical expenses related to AMCI’s office space and general administrative services pursuant to the Administrative Service Agreement terminated on the
Business Combination.
|
| (d) |
Represents pro forma adjustment to eliminate historical change in fair value of AMCI’s public warrant liabilities that at Business Combination meet the equity classification criteria.
|
| (e) |
Represents pro forma adjustment to eliminate investment income related to the investment held in the Trust Account.
|
| (f) |
Reflects income tax effect of pro forma adjustments using the estimated statutory tax rate of 21% (which is capped to the historical income tax expense incurred by AMCI).
|
| (g) |
Represents pro forma adjustments to eliminate intercompany transactions between SerEnergy and FES.
|
| (h) |
Represents incremental amortization expense of $2.4 million recorded as a result of the intangible assets recognized in the acquisitions of SerEnergy and FES.
|
| (i) |
Represents interest expense incurred by SerEnergy and FES on loans from the former parent company, which were acquired by Advent in the acquisition and therefore eliminated from the pro forma results.
|
| (j) |
Represents income from loss absorption for FES of $14.4 million, reflecting a profit and loss transfer agreement between FES and its former parent company which was terminated upon the acquisition. Due to
the termination of the agreement and the fact that the loss absorption would not be an income statement line item under U.S. GAAP, the loss absorption was eliminated from the pro forma results.
|
Note 5. Net Income (Loss) per Share
Represents the net income (loss) per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection
with the Transactions, assuming the shares were outstanding since January 1, 2020. As the Transactions are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for
basic and diluted net loss per share assumes that the shares issuable relating to the Transactions have been outstanding for the entire period presented. As the Company incurred losses for the year ended December 31, 2020, 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.
In connection with the merger and PIPE investment, for purposes of applying the if converted method for calculating diluted earnings per share, it was assumed that all
outstanding warrants sold in the initial public offering and private placement are converted to Class A common stock of AMCI. However, since this results in anti-dilution, the effect of such exchange was not included in calculation of diluted loss
per share.