6-K
Ads-Tec Energy Public Ltd Co (ADSE)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO SECTION 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
April28, 2022
Commissionfile number: 001-41188
ADS-TECEnergy Public Limited Company
(Translation of registrant’s name into English)
10Earlsfort Terrace
Dublin2, D02 T380, Ireland
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On April 28, 2022 ADS-TEC ENERGY PLC (the “Company”) issued a press release announcing its audited financial results for the fiscal year ended December 31, 2021 and providing its business outlook for fiscal year 2022. A copy of that press release is furnished as Exhibit 99.1 hereto.
In conjunction with the conference call being held on April 28, 2022 to discuss the Company’s results for the fiscal year ended December 31, 2021, the Company also made available to its investors an investor presentation to provide additional information regarding its business and financial results. That investor presentation is furnished as Exhibit 99.2 to this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) and is incorporated herein by reference.
The information furnished in this Form 6-K, including the information contained in Exhibits 99.1 and 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing. The investor presentation has been made available on the Company’s website at https://adstec-energy.com/investor-relations-corporate-governance/. The fact that this presentation is being made available and filed herewith should not be deemed an admission as to the materiality of any information contained in the materials.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Form 6-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believe,” “hope,” “predict,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include the Company’s expectations with respect to future performance and involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the Company’s control and are difficult to predict. Factors that may cause such differences include but are not limited to risks and uncertainties incorporated by reference under “Risk Factors” in the Company’s Registration Statement on Form to be F-1 (SEC File No. 333-262281) filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 21, 2022, Form 20-F (SEC File No. 001-41188) to be filed with the SEC and in the Company’s other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based.
1
EXHIBITINDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated April 28, 2022 |
| 99.2 | Investor Presentation, dated April 28, 2022 |
2
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.
| Date: April 28, 2022 | ADS-TEC ENERGY PLC | ||
|---|---|---|---|
| By: | /s/ Thomas Speidel | ||
| Name: | Thomas Speidel | ||
| Title: | Chief Executive Officer |
3
Exhibit 99.1
For Immediate Release
ADS-TEC Energy (ADSE)Reports Fiscal Year 2021 Results and Provides 2022 Guidance
| ● | Consummation<br> of business combination with European Sustainable Growth Acquisition Corp. (“EUSG”)<br> on December 23, 2021 provided ADSE with significant cash for future growth |
|---|---|
| ● | Order<br> Backlog was more than €60 million by end of March 2022, largely driven by the expansion<br> into the U.S. |
| --- | --- |
| ● | H2<br> 2021 international expansion and diversification of revenue in additional geographies have<br> created significant growth opportunities |
| --- | --- |
| ● | Completion<br> of the intial Porsche order in early 2021 resulted in a revenue decrease of approximately<br> 30% year-over-year |
| --- | --- |
| ● | IFRS<br> gross loss in FY2021 was (€2.2) million |
| --- | --- |
| ● | Adjusted<br> gross profit in FY2021 was €0.8 million through this company transformation year |
| --- | --- |
| ● | Adjusted<br> EBITDA decreased to (€15.2) million for FY2021 |
| --- | --- |
| ● | FY2021<br> closed with €102 million cash and, as of this announcement, no debt |
| --- | --- |
| ● | FY2022<br> Guidance includes a more than doubling of FY2021 revenue |
| --- | --- |
| ● | Growth<br>continues in core segments of Automotive Dealerships and “Smart” Municipalities within North America, Continental Europe<br>and the United Kingdom |
| --- | --- |
NÜRTINGEN,Germany – April 28, 2022 – ADS-TEC Energy plc (NASDAQ: ADSE), a global leader in battery-buffered, ultra-fast charging technology, today announced audited financials for fiscal year 2021 and guidance for 2022.
The company also announced strong performance and continued growth in its key segments with contracted business in municipalities, oil & gas, hospitality, big box retail, charging network operators, EV fleets, automotive OEM dealerships, and large last-mile delivery services since its business combination with EUSG at the end of December 2021.
ADS-TEC Energy made announcements in each of these segments, starting with an initial order by Porsche for more than 400 ADS-TEC Energy’s ChargeBox stations which was completed in Q2 2021.
In March of 2022, ADS-TEC Energy signed GenZ EV Solutions (GenZ EV) as its designated distributor of electric vehicle (EV) charging solutions to the automotive market in North America and South America. GenZ EV, a new company founded by automotive industry veterans with deep expertise, will be distributing ADS-TEC Energy charging technology to automotive OEMs, automotive dealerships and automotive fleet companies. There are over 18,000 automotive dealers in the US alone, representing a multi-billion dollar market opportunity.
In the retail segment, ADS-TEC Energy is preparing the implementation of a two-site trial for ChargeBox systems. The first is in a retail outlet mall in Miami/Dade county. The second is with a leading specialty outdoor sporting goods company located in the Midwest US. ADS-TEC Energy also continues its negotiations with both Tier 1 and Tier 2 oil and gas companies as well as Charge-Point Operators across North America and Europe.
To meet this continued growth, ADS-TEC Energy has narrowed its search to three states for sites to establish a US-based factory and executive offices. An an announcement is expected shortly following the close of negotiations.
Financial& Operational Highlights
The below represents summary financial and operational figures for fiscal year 2021.
| ● | Revenue<br> of €33.0 million |
|---|---|
| ● | Gross<br> loss of €2.3 million |
| --- | --- |
| ● | Net<br> loss of €87.6 million |
| --- | --- |
| ● | Adjusted<br> gross profit of €0.8 million |
| --- | --- |
| ● | Adjusted<br> EBITDA of (€15.2) million |
| --- | --- |
| ● | Adjusted<br> Result before tax of (€21.4) million |
| --- | --- |
| ● | Cash<br> Flow from Operations of (€18.3) million |
| --- | --- |
| ● | Capital<br> Expenditure of €5.6 million |
| --- | --- |
2022Financial & Operating Guidance
ADSE is introducing FY2022 guidance as follows:
| ● | Total<br> revenue of €80 - €100 million for FY2022 |
|---|---|
| ● | Revenue<br> in FY2022 will be backloaded to second half based on confirmed order backlog |
| --- | --- |
Additionally, ADSE is initiating charging unit sales target guidance: during FY 2022, ADSE expects to sell a total of 400 – 500 units.
ConferenceCall information
https://attendee.gotowebinar.com/register/8547501562267283723
AboutADS-TEC Energy
ADS-TEC Energy plc, a public limited company incorporated in Ireland and publicly listed on NASDAQ (“ADS-TEC Energy”), serves as a holding company for ADS-TEC Energy GmbH, our operating company incorporated in Germany (“ADSE GM”) and ADS-TEC Energy Inc., a US subsidiary of ADS-TEC Energy GmbH (“ADSE US” and together with ADS-TEC Energy and ADSE GM, “ADSE”). ADSE is a global leader in battery-buffered, ultra-fast charging technology thatdraws on more than ten years of experience with lithium-ion technologies, storage solutions and fast charging systems, including the corresponding energy management systems. Its battery-based, fast charging technology enables electric vehicles to ultrafast charge even on low powered grids and features a very compact design. The high quality and functionality of the battery systems are due to a particularly high depth of development and in-house production. With its advanced system platforms, ADSE is a valuable partner for automotive, OEMs, utility companies, and charge-operators.
More information on www.adstec-energy.com
2
Forwardlooking Statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements regarding our financial outlook for 2022, our expectations with respect to future performance and the anticipated timing of certain commercial activities. There are a significant number of factors that could cause actual results to differ materially from the statements made in this press release, including: the impact of the COVID-19 pandemic, geopolitical events including the Russian invasion of Ukraine, macroeconomic trends including changes in inflation or interest rates, or other events beyond our control on the overall economy, our business and those of our customers and suppliers, including due to supply chain disruptions and expense increases; our limited operating history as a public company; our dependence on widespread acceptance and adoption of EVs and increased installation of charging stations; our current dependence on sales to a limited number of customers for most of our revenues; overall demand for EV charging and the potential for reduced demand for EVs if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of EVs or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; supply chain interruptions and expense increases; unexpected delays in new product introductions; our ability to expand our operations and market share in Europe and the U.S.; the effects of competition; changes to battery energy storage standards; and the risk that our technology could have undetected defects or errors. Additional risks and uncertainties that could affect our financial results are included under “Item 3. Key Information – 3.D. Risk Factors” in our annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2022, which is available on our website at https://adstec-energy.com/investor-relations-corporate-governance/ and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time. All forward-looking statements in this press release are based on information available to us as of the date hereof, and we do not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by applicable law.
Useof Non-IFRS Financial Measures
ADS-TEC Energy has provided in this press release financial information that has not been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). ADS-TEC Energy uses these non-IFRS financial measures internally in analyzing its financial results and believes that the use of these non-IFRS financial measures is useful to investors to evaluate ongoing operating results and trends, and in comparing ADS-TEC Energy’s financial results with other companies in its industry as well other technology companies, many of which present similar non-IFRS financial measures.
The presentation of these non-IFRS financial measures is not meant to be considered in isolation or as a substitute for comparable IFRS financial measures and should be read only in conjunction with ADS-TEC Energy’s consolidated financial statements prepared in accordance with IFRS. A reconciliation of ADS-TEC Energy’s historical non-IFRS financial measures to their most directly comparable IFRS measures has been provided in the financial statement tables included in this press release, and investors are encouraged to review these reconciliations.
3
Definitionand Reconciliation of Non-IFRS Measures
The press release includes the following non-IFRS financial measures: “Adjusted Cost of sales”, “Adjusted Gross profit / (loss), “Adjusted EBITDA”, “Adjusted Result before tax”. ADSE believes these measures are useful to investors for evaluating period-to-period operational performance on a consistent basis by excluding items that we do not believe are indicative of our core operating performance, such as the one-time expenses incurred as a result of the business combination involving ads-tec Energy and European Sustainable Growth Acquisition Corp.
ADSE defines Adjusted Cost of sales (“COGS”) as COGS plus depreciation and amortization reported within COGS. Adjusted Gross profit / (loss) is defined as revenue less adjusted COGS. ADSE defines EBITDA as result before tax before (i) finance income / (expenses) and (ii) depreciation and amortization. ADSE defines Adjusted EBITDA as EBIDTA plus Listing fee. ADSE defines Adjusted Result before tax as result before tax plus Listing fee. These measures should not be considered as measures of financial performance under IFRS, and the items excluded from or included in these metrics are significant components in understanding and assessing ADSE financial performance.
| kEUR | 2021 | 2020 | 2019 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| IFRS Cost of sales | (35,310 | ) | (45,548 | ) | (22,219 | ) | |||
| Less: | |||||||||
| Depreciation and Amortization | 3,103 | 1,515 | 470 | ||||||
| Adjusted Cost of Sales | (32,207 | ) | (44,033 | ) | (21,749 | ) | |||
| kEUR | 2021 | 2020 | 2019 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| IFRS Gross profit / (loss) | (2,275 | ) | 1,822 | (3,132 | ) | ||||
| Less: | |||||||||
| Depreciation and Amortization | 3,103 | 1,515 | 470 | ||||||
| Adjusted Gross Profit | 828 | 3,337 | (2,662 | ) | |||||
| kEUR | 2021 | 2020 | 2019 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| IFRS Result before tax | (87,227 | ) | (10,325 | ) | (10,559 | ) | |||
| Less: | |||||||||
| Share listing expense | 65,759 | 0 | 0 | ||||||
| Adjusted Result before tax | (21,431 | ) | (10,325 | ) | (10,559 | ) | |||
| kEUR | 2021 | 2020 | 2019 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| IFRS Result before tax | (87,227 | ) | (10,325 | ) | (10,559 | ) | |||
| Less: | |||||||||
| Finance income / (expenses) | 2,787 | 2,135 | 884 | ||||||
| Depreciation and amortization | 3,485 | 1,641 | 573 | ||||||
| EBITDA | (80,955 | ) | (6,549 | ) | (9,103 | ) | |||
| Less: | |||||||||
| Listing Fee | 65,759 | 0 | 0 | ||||||
| Adjusted EBITDA | (15,159 | ) | (6,549 | ) | (9,103 | ) |
4
FinancialStatements
Consolidatedstatements of financial position
ASSETS
| kEUR | Dec. 31,<br> 2021 | Dec. 31,<br> 2020 | ||
|---|---|---|---|---|
| Intangible assets (excl. Goodwill) | 17,038 | 15,337 | ||
| Right-of-use asset | 1,988 | 2,503 | ||
| Property, plant and equipment | 2,958 | 2,019 | ||
| Other investments (long term) | 2,084 | 140 | ||
| Trade and other receivables (long term) | 4 | 4 | ||
| Deferred tax assets | - | - | ||
| Non-current assets | 24,072 | 20,003 | ||
| Inventories | 13,063 | 21,605 | ||
| Contract assets | 973 | 1,627 | ||
| Trade and other receivables (short term) | 11,304 | 2,075 | ||
| Cash and cash equivalents | 101,813 | 18 | ||
| Current assets | 127,152 | 25,325 | ||
| Total assets | 151,224 | 45,328 |
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
5
EQUITYAND LIABILITIES
| kEUR | Dec. 31,<br> 2021 | Dec. 31,<br> 2020 | ||
|---|---|---|---|---|
| Share capital | 4 | 32 | ||
| Capital reserves | 214,100 | 20,950 | ||
| Other equity | -2 | - | ||
| Retained earnings | -29,571 | -19,291 | ||
| Profit/Loss | -87,640 | -10,280 | ||
| Equity attributable to owners of the Company | 96,892 | -8,589 | ||
| Non-controlling interests | - | - | ||
| Total equity | 96,892 | -8,589 | ||
| Lease Liabilities (long term) | 1,537 | 2,004 | ||
| Warrant liability (long term) | 12,767 | - | ||
| Trade and other payables (long term) | 158 | 25,457 | ||
| Contract liabilities (long term) | 132 | - | ||
| Other provisions (long term) | 7,438 | 1,543 | ||
| Deferred tax liabilities | 1,859 | 1,446 | ||
| Non-current liabilities | 23,892 | 30,450 | ||
| Lease Liabilities (short term) | 528 | 551 | ||
| Loans and borrowings (short term) | 7,522 | 354 | ||
| Trade and other payables (short term) | 14,000 | 12,455 | ||
| Contract liabilities (short term) | 6,208 | 8,142 | ||
| Other provisions (short term) | 2,182 | 1,964 | ||
| Current liabilities | 30,440 | 23,467 | ||
| Total liabilities | 54,332 | 53,917 | ||
| Total equity and liabilities | 151,224 | 45,328 |
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
6
Consolidatedstatements of profit or loss and other comprehensive income
| k | 2020 | 2019 | |||
|---|---|---|---|---|---|
| Continuing Operations | |||||
| Revenue | 33,035 | 47,370 | 19,087 | ||
| Cost of sales | -35,310 | -45,548 | -22,219 | ||
| Gross profit (loss) | -2,275 | 1,822 | -3,132 | ||
| Research and development expenses | -2,012 | -749 | -473 | ||
| Selling and general administrative expenses | -13,321 | -7,570 | -5,924 | ||
| Impairment losses on trade receivables and contract assets | -171 | -9 | -63 | ||
| Other income | 4,538 | 541 | 1,026 | ||
| Other expenses | -5,402 | -2,224 | -1,110 | ||
| Operating Result | -18,643 | -8,190 | -9,676 | ||
| Finance income | 47 | - | 1 | ||
| Finance expenses | -2,835 | -2,135 | -885 | ||
| Share listing expenses | -65,796 | - | - | ||
| Net finance costs | -68,583 | -2,135 | -884 | ||
| Result before tax | -87,227 | -10,325 | -10,559 | ||
| Income tax benefits / (expenses) | -413 | 45 | -1,490 | ||
| Result for the period | -87,640 | -10,280 | -12,050 | ||
| Other comprehensive income | |||||
| Items that are or may be reclassified subsequently to profit or loss | |||||
| Foreign operations – foreign currency translation differences | -2 | - | - | ||
| Other comprehensive income for the period, net of tax | -2 | - | - | ||
| Total comprehensive income for the period | -87,642 | -10,280 | -12,050 | ||
| Total comprehensive income attributable to: | |||||
| Shareholders of the parent | -87,642 | -10,280 | -12,050 | ||
| Non-controlling interests | - | - | - | ||
| Earnings (loss) per share (in ) | - | - | - | ||
| Diluted | -3.46 | -0.32 | -0.38 | ||
| Basic | -3.46 | -0.32 | -0.38 |
All values are in Euros.
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
7
Consolidatedstatements of cash flows
| kEUR | 2021 | 2020 | ||
|---|---|---|---|---|
| Result for the period | -87,640 | -10,280 | ||
| Depreciation and amortization | 3,485 | 1,641 | ||
| Finance income | -47 | - | ||
| Finance expense | 2,835 | 2,135 | ||
| Share listing expense | 58,523 | - | ||
| Gain/loss on disposal of property, plant and equipment | 55 | 70 | ||
| Change in trade receivables not attributable to investing or financing activities | -10,540 | 1,380 | ||
| Change in inventories | 8,572 | 13,887 | ||
| Change in trade payables | 785 | 5,936 | ||
| Change in contract assets | 654 | -565 | ||
| Change in contract liabilities | -1,802 | -29,686 | ||
| Change in other investments | -2,577 | -140 | ||
| Change in other provisions | 6,112 | 3,082 | ||
| Change in other liabilities | 3,283 | -45 | ||
| Cash flow from operating activities | -18,304 | -12,584 | ||
| Purchase of property, plant and equipment | -1,576 | -1,059 | ||
| Investments in intangible assets, including internally generated intangible asset | -4,009 | -5,564 | ||
| Proceeds from sale of property, plant and equipment | - | - | ||
| Cash flow from investing activities | -5,585 | -6,623 | ||
| Proceeds from borrowings and shareholder contribution and loans | 26,409 | 10,354 | ||
| Repayment of loans and borrowings | -354 | - | ||
| Proceeds from issuance of shares to equity holders of the parent | 265,372 | - | ||
| Cash election by shareholders in lieu of shares | -84,112 | - | ||
| Transaction cost deducted from equity | -14,991 | - | ||
| Repayment of shareholder loans | -43,257 | - | ||
| Redemption of equity | -19,976 | - | ||
| Payment of lease liabilities | -569 | -454 | ||
| Interest paid | -2,571 | - | ||
| Cash flow from financing activities | 125,950 | 9,900 | ||
| Net increase in cash and cash equivalents | 102,062 | -9,307 | ||
| Net cash and cash equivalents at the beginning of the period | 18 | 9,325 | ||
| FX effects | -267 | - | ||
| Net cash and cash equivalents at the end of the period | 101,813 | 18 |
Due to rounding, the sum of the numbers presented in the table above might not precisely equal the totals we provide.
8
Contacts:
ADS-TecInvestor Relations –
Cary Segall
ADS-TEC Energy
c.segall@ads-tec-energy.com
(845) 224-8180
Media– United States:
Scott Gamm
Strategy Voice Associates
scott@strategyvoiceassociates.com
+1 917-626-9515
Media- Europe:
Burkhard Leschke Brand Relations GmbH
Burkhard Leschke
b.leschke@blbr.de
+49 16093803331
9
Exhibit 99.2
2022 © by ads - tec Energy GmbH ADS - TEC Energy Power … Everywhere Our mission is to deliver distributed and intelligent high - capacity power for the all - electric world Full Year 2021 Investor Presentation April 28, 2022 page 1
2022 © by ads - tec Energy GmbH page 2 Disclaimer Cautionary Language Regarding Forward - Looking Statements This presentation includes “forward - looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private S ecurities Litigation Reform Act of 1995. Forward - looking statements may be identified by the use of words such as “may,” “might,” “will,” “would,” “could,” “should,” “forecast,” “intend,” “seek,” “target,” “anticipate,” “beli eve ,” “expect,” “estimate,” “plan,” “outlook” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward - looking statements are based on our c urrent expectations, estimates, projections, targets, opinions and/or beliefs or, when applicable, of one or more third - party sources. No representation or warranty is made with respect to the reasonableness of any estimates, fore casts, illustrations, prospects or returns, which should be regarded as illustrative only. Such forward - looking statements, which include estimated financial information, involve known and unknown risks, uncertainties and ot her factors. These forward looking statements include, but are not limited to, express or implied statements regarding our future financial performance, revenues and capital expenditures, our expectation of acceleration in our business due to factors including a re - opening economy and increased EV adoption and expectations related to the effective deployment of chargers. A number of factors could cause actual results or outcomes to d iff er materially from those indicated by such forward - looking statements. These factors include, without limitation: changes or developments in the broader general market; ongoing impact from COVID - 19 on our business, custome rs, and suppliers; macro political, economic, and business conditions; our limited operating history as a public company; our dependence on widespread adoption of EVs and increased installation of charging stations; me cha nisms surrounding energy and non - energy costs for our charging products; the impact of governmental support and mandates that could reduce, modify, or eliminate financial incentives, rebates, and tax credits; our cu rrent dependence on sales to a limited number of customers; supply chain interruptions; impediments to our expansion plans; the need to attract additional customers; the effects of competition; and risks that our tec hnology could have undetected defects or errors. Further information on these and other factors that could affect the forward - looking statements we make in this presentation can be found in the documents that we file with or furnish to the U.S. Securities and Exchange Commission, including our 20 - F filed with the SEC on April 28, 2022 and proxy statement/prospectus filed with the SEC on Decembe r 7, 2021, which are available on our website at https://adstec - energy.com/investor - relations - corporate - governance/ and on the SEC's website at www.sec.gov. Additional information will also be set forth in other filings th at we make with the SEC from time to time. All forward - looking statements in this presentation are based on our current beliefs and on information available to us as of the date hereof, and we do not assume any obligation to up date the forward - looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made or to update the reasons why actual results could differ materially from those a nti cipated in the forward - looking statements, even if new information becomes available in the future. Industry and Market Data Although all information and opinions expressed in this presentation, including market data and other statistical information , w ere obtained from sources believed to be reliable and are included in good faith, the company has not independently verified the information and makes no representation or warranty, express or implied, as to its accuracy or co mpleteness. for the correctness of any such information. In addition, certain of the industry and market data included in this presentation, if not labelled otherwise, is derived from the company’s internal research and est ima tes based on the knowledge and experience of its management in the markets in which it operates as well as the company’s review of internal sources as well as independent sources. Non - GAAP Financial Measures Some of the financial information and data contained in this presentation, such as Adjusted Cost of Sales and Adjusted Gross Pro fit, have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). This presentation includes non - GAAP financial measures which have certain limitations and should not be considered in isolation, or as alternatives to or substitutes for, financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”). The non - GAAP measures as defined by us m ay not be comparable to similar non - GAAP measures presented by other companies. Our presentation of such measures, which may include adjustments to exclude unusual or non - recurring items, should not be construed as an inference that our future results will be unaffected by these or other unusual or non - recurring items. See the “ Financial Information – Non - IFRS ” slide for a reconciliation of these non - GAAP financial measures to the most directly comparable GAAP financial measures. Use of Trademarks and Other Intellectual Property All registered or unregistered service marks, trademarks and trade names referred to in this presentation are the property of th eir respective owners, and the use herein does not imply an affiliation with, or endorsement by, the owners of these service marks, trademarks and trade names. Third - party logos included herein may represent past customers, prese nt customers or may be provided simply for illustrative purposes only. Inclusion of such logos does not necessarily imply affiliation with or endorsement by such firms or businesses. There is no guarantee that we will wo rk, or continue to work, with any of the firms or businesses whose logos are included herein in the future.
2022 © by ads - tec Energy GmbH We p rovide intelligent and decentralized Energy Storage Systems to Municipalities, Automotive OEMs, Charging Operators, Dealerships, Fleets, Residential Areas, Offices, Industrial Sites etc. in North America and Europe page 3
2022 © by ads - tec Energy GmbH 2022 © by ads - tec Energy GmbH Microgrid; mixed input feed where we provide battery - buffered managed power. Stable, reliable and decentralized Energy eco - systems Batter y Systems providing flexibility for an optimized sector coupling in a more or less all - electric future world . Hybrid Power Plant Energy Systems Ultra - fast, battery - buffered charging up to 320 kW even on power limited grids Where there is limited power, We deliver intelligent battery - based eco - systems and longtime services page 4
2022 © by ads - tec Energy GmbH Strong Market Tailwinds Rapid Growth, Government Support The EV World Database 2021, Audit of EV Volumes • “$5 Billion National Electric Vehicle Infrastructure (NEVI) Program … to strategically deploy charging stations and establish a nationwide interconnected network” • NEVI funds are restricted to projects that are directly related to EV charging infrastructure that are open to the public or to commercial fleet operators from more than one company SOURCE? page 5
2022 © by ads - tec Energy GmbH 2022 © by ads - tec Energy GmbH Targets with ADS - TEC Performance & Cost Advantages US Target Segments & Addressable Market Supported by Sales and Marketing in 2022 Convenience & Fueling Condominiums & Apartments Hotels OEM Auto Dealers Rental Cars Fleets Office / Industry Municipalities Charging to Support Business Charging at work, multi - family, and “on the go” 18k Dealer Sites 67k Stations W/Convenience >2k Large Rental Sites 5.5K High End Hotels 150 Cities >500k ppl. 160k Condo Buildings 45k sites >200k sqft 71k Large Last - Mile Sites Principally In Weak Power Grid Locations $54B TAM 1) Large Charging Parks High Power Grid + High Utilization Rates Ultra - Fast Standard DC Chargers Charge at Home 6 Hour Charge Level 2 Chargers page 6
2022 © by ads - tec Energy GmbH 2022 © by ads - tec Energy GmbH Targets with ADS - TEC Performance & Cost Advantages EU Target Segments & Addressable Market Supported by Sales and Marketing in 2022 Convenience & Fueling Large Retail Destinations Hotels OEM Auto Dealers Rental Cars Fleets Office / Industry Municipalities Charging to Support Business Charging at work, multi - family, and “on the go” 52k Dealer Sites 136k Stations W/Convenience >2.1k Large Rental Sites 9.1K High End Hotels 215 Cities >300k ppl. 9.5k Sites 40k with >250 Employees On Site 1k Large Last - Mile Sites Principally In Weak Power Grid Locations $62B TAM 1) Large Charging Parks High Power Grid + High Utilization Rates Ultra - Fast Standard DC Chargers Charge at Home 6 Hour Charge Level 2 Chargers page 7
2022 © by ads - tec Energy GmbH Fully integrated eco - platforms enabling an all - electric energy system Serving the “future power companies” in a decentralized intelligent all - electric world Portfolio Battery - buffered ultra - fast EV charging Commercial & Industrial Residential Semi - mobile Mobile 300 kW 3,200 kW Stationary 320 kW Battery storage solutions Operational Outlook 1. ChargeBox launch US 2022 2. ChargePost launch Europe 2022 3. Expanded C&I portfolio launch 2022 4. ChargePost launch US 2023 5. MyPowerplant postponed to 2024 page 8
2022 © by ads - tec Energy GmbH • Q4 reverse merger with EUSG provided ADSE significant cash for future growth • Q4 expansion into the United States with Senior Leadership, Sales, Marketing and Offices • Significant increase from US orders leading to a backlog of >60m EUR • H2 International Expansion and Diversification of Revenue • Adjusted Gross Profit positive even through transformation while investing in future growth, R&D and highly qualified staff Revenue €33.0 m - 30 % 1 Revenue Outside Germany €9.2 m >+2,400 % 1 Adjusted Gross Profit €0.7 m € - 2.6 m 1 Cash on Hand €101.8 m €+101.8 m 1 1) year - over - year comparable 2021 Financial Highlights page 9
2022 © by ads - tec Energy GmbH Revenue Diversification 2021 – Year - Over - Year Sales Walk EUR m H2 2020 market launch led to new ChargeBox revenue of €6.2 m Revenue outside Germany increased to €9.2 m In FY2021, ADSE sold 186 charging units FC2022 Projection 2022 80 - 100m Porsche Porsche Todays Booking backlog >60 Mio. Transformation towards an international & broader customer base page 10
2022 © by ads - tec Energy GmbH • Audited Result before Tax yoy development mainly driven by • one - time share listing expense • one - time special occasions • Gross - Profit / Loss driven by continous investment in growth • Adjusted Gross Profit is positive even through transformation page 11
2022 © by ads - tec Energy GmbH 2022 © by ads - tec Energy GmbH Financial and Operational Guidance 2022 >60M EUR current order backlog supports revenue projections Total revenue expected to be €80 - €100 million for FY2022 Revenue 2022 will be backloaded to second half based on confirmed order backlog In FY2022, ADSE expects to sell a total of 400 - 500 charging units page 12
2022 © by ads - tec Energy GmbH Summary Through the December 2021 merger, a significant amount of capital was gained for future growth FY2021 result is mainly impacted by the merger and NASDAQ (ADSE) listing Current sales backlog supports revenue projection 2022 H2 expansion into the US accelerated growth which is seen in the current backlog EV market development and TAM underlines ADSE long - term growth opportunities page 13
2022 © by ads - tec Energy GmbH Invest in the Electrified Future on the NASDAQ with ADSE page 14
2022 © by ads - tec Energy GmbH Financial Information – Non - IFRS Use of Non - IFRS Financial Measures ADS - TEC Energy has provided in this earning presentation financial information that has not been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). ADS - TEC Energy uses these non - IFRS financial measures internally in analyzing its financial results and believes that the use of these non - IFRS financial measures is useful to investors to evaluate ongoing operating results and trends, and in comparing ADS - TEC Energy’s financial results with other companies in its industry as well as other technology companies, many of which present similar n on - IFRS financial measures. The presentation of these non - IFRS financial measures is not meant to be considered in isolation or as a substitute for comparab le IFRS financial measures and should be read only in conjunction with ADS - TEC Energy’s consolidated financial statements prepared in accordance with IFRS. A reconciliation of ADS - TEC Energy’s historical non - IFRS financial measures to their most directly comparable IFRS measures has been provided in the financial statement tables included in this presentation, and inve sto rs are encouraged to review these reconciliations. page 15
2022 © by ads - tec Energy GmbH Financial Information – Non - IFRS Definition and Reconciliation of Non - IFRS Measures The earning presenation includes the following non - IFRS financial measures: “Adjusted Cost of sales”, “Adjusted Gross profit / (loss). ADSE believes these measures are useful to investors for evaluating period - to - period operational performance on a consistent basis by excluding items that we do not believe are indicative of our core operating performance, such as the one - tim e expenses incurred as a result of the business combination involving ads - tec Energy and European Sustainable Growth Acquisition Corp. ADSE defines Adjusted Cost of sales (“COGS”) as COGS plus depreciation and amortization reported within COGS. Adjusted Gross profit / (loss) is defined as revenue less adjusted COGS. page 16 kEUR FY2021 FY2020 IFRS Cost of sales (35,310) (45,548) Less: Depreciation and Amortization 3,103 1,515 Adjusted Cost of Sales (32,207) (44,033) kEUR FY2021 FY2020 IFRS Gross profit / (loss) (2,275) 1,822 Less: Depreciation and Amortization 3,103 1,515 Adjusted Gross Profit 828 3,337