| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2021 (the “Original Annual Report”), as amended by Amendment No. 1 to Form 10-K, filed with the SEC on May 20, 2021 (as so amended, the “2020 Annual Report”), our quarterly reports on Form 10-Q for the three months ended March 31, 2021, filed with the SEC on May 20, 2021 (the “First Quarter Report”) and for the six months ended June 30, 2021, filed with the SEC on August 12, 2021, our Current Report on Form 8-K, as filed with the SEC on February 9, 2021 as further amended by Amendment No. 2 to Form 8-K, filed with the SEC on March 26, 2021 (“Amendment No. 2”) and as further amended by Amendment No 3 to Form 8-K, filed with the SEC on May 20, 2021 (“Amendment No. 3,” and, the Original Form 8-K, as so amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Super Form 8-K”).
Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Item 1A. Risk Factors” section of this Quarterly Report on Form 10-Q and the “Item 1A. Risk Factors” section of our 2020 Annual Report, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
This MD&A generally discusses 2021 and 2020 items and year-over-year comparisons between 2021 and 2020. As used in this MD&A, unless the context indicates otherwise, the financial information and data relating to the three and nine months ended September 30, 2020 are those of Advent Technologies, Inc. and its subsidiaries, the financial information and data for the three months ended September 30, 2021 are those of Advent Technologies Holdings, Inc., and the financial information and data relating to the nine months ended September 30, 2021 are those of Advent Technologies, Inc. and its subsidiaries for the period prior to the Closing and are those of Advent Technologies Holdings, Inc. for the period subsequent to the Closing. See Note 1 “Basis of Presentation” in the accompanying unaudited condensed consolidated financial statements for additional information.
Overview
Advent is an advanced materials and technology development company operating in the fuel cell and hydrogen technology space. Advent develops, manufactures and assembles the critical components that determine the performance of hydrogen fuel cells and other energy systems. Advent’s core product offerings are full fuel cell systems and the Membrane Electrode Assembly (MEA) at the center of the fuel cell. The Advent MEA, which derives its key benefits from the properties of Advent’s engineered membrane technology, enables a more robust, longer-lasting and ultimately lower-cost fuel cell product.
To date, Advent’s principal operations have been to develop and manufacture MEAs, and to design fuel cell stacks and complete fuel cell systems for a range of customers in the stationary power, portable power, automotive, aviation, energy storage and sensor markets. Advent has its headquarters in Boston, Massachusetts, a product development facility in Livermore, California, and production facilities in Greece, Denmark, Germany and Philippines. In 2022, Advent anticipates opening its new research and development and manufacturing facility at Hood Park in Charlestown, Massachusetts.
The majority of Advent’s current revenue derives from the sale of fuel cell systems and MEAs, as well as the sale of membranes and electrodes for specific applications in the iron flow battery and cellphone markets, respectively. While fuel cell systems and MEA sales and associated revenues are expected to provide the majority of Advent’s future income, both of these markets remain commercially viable and have the potential to generate material future revenues based on Advent’s existing customers. Advent has also secured grant funding for a range of projects from research agencies and other organizations. Advent expects to continue to be eligible for grant funding based on its product development activities over the foreseeable future.
Business Combination and Public Company Costs
On October 12, 2020, Advent Technologies, Inc. entered into the Merger Agreement with Advent Technologies Holdings, Inc. (formerly known as “AMCI”), a Delaware corporation, AMCI Merger Sub Corp., a newly-formed Delaware corporation and wholly-owned subsidiary of AMCI (“Merger Sub”), AMCI Sponsor LLC, a Delaware limited liability company (“Sponsor”), in its capacity as Purchaser Representative (the “Purchaser Representative”) and Vassilios Gregoriou, in the capacity as Seller Representative ( the “Seller Representative”), pursuant to which, effective February 4, 2021, Merger Sub merged with and into Advent Technologies Inc., with Advent Technologies Inc. surviving the Merger as a wholly-owned subsidiary of AMCI. Advent Technologies Inc. is deemed the accounting predecessor and the combined entity is the successor registrant with the SEC, meaning that Advent Technologies Inc.’s financial statements for previous periods will be disclosed in the registrant’s current and future periodic reports filed with the SEC.
While the legal acquirer in the Merger Agreement is AMCI, for financial accounting and reporting purposes under GAAP, we have determined that Advent is the accounting acquirer and the Business Combination will be accounted for as a “reverse recapitalization.” A reverse recapitalization does not result in a new basis of accounting, and the financial statements of the combined entity represent the continuation of the financial statements of Advent in many respects. Under this method of accounting, AMCI is treated as the acquired entity whereby Advent is deemed to have issued common stock for the net assets and equity of AMCI, consisting mainly of cash, accompanied by a simultaneous equity recapitalization of AMCI (the “Recapitalization”).
Upon consummation of the Business Combination, the most significant change in Advent’s reported financial position and results was an increase in cash of approximately $141 million. Total direct and incremental transaction costs of AMCI and Advent, along with liabilities of AMCI paid off at the Closing, were approximately $23.6 million.
As a consequence of the Business Combination, Advent became the successor to an SEC-registered and Nasdaq-listed company which has required and will require Advent to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. Advent expects to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting, legal and administrative resources, including increased audit and legal fees.
Additionally, Advent anticipates that its revenue, capital and operating expenditures will increase significantly in connection with its ongoing activities following the Business Combination, as Advent expects to:
| • | Expand U.S.-based operations to increase capacity for product testing, development projects and associated research and development activities; |
| • | Expand production facilities to increase and automate assembly and production of fuel cell systems and MEAs; |
| • | Develop improved MEA and other products for both existing and new markets, such as ultra-light MEAs designed for aviation applications, to remain at the forefront of the fast-developing hydrogen economy; |
| • | Increase business development and marketing activities; |
| • | Increase headcount in management and head office functions in order to appropriately manage Advent’s increased operations; |
| • | Improve its operational, financial and management information systems; |
| • | Obtain, maintain, expand, and protect its intellectual property portfolio; and |
| • | Operate as a public company. |
Change in Independent Registered Public Accounting Firm
On February 9, 2021, the audit committee of the board of directors of the Company approved the engagement of Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2021. EY served as independent registered public accounting firm of Advent prior to the Business Combination. Accordingly, Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm prior to the Business Combination, was informed that it would be replaced by EY as the Company’s independent registered public accounting firm following completion of its audit of the Company’s financial statements for the fiscal year ended December 31, 2020, which consists only of the accounts of the pre-Business Combination special purpose acquisition company.
Business Developments
Share Purchase Agreement
On August 31, 2021, pursuant to the Share Purchase Agreement (the “Purchase Agreement”), dated as of June 25, 2021, by and between Advent Technologies Holdings, Inc. (the “Company” or the “Buyer”) and F.E.R. fischer Edelstahlrohre GmbH, a limited liability company incorporated under the Laws of Germany (the “Seller”), the Company acquired (the “Acquisition”) all of the issued and outstanding equity interests in SerEnergy A/S, a Danish stock corporation and a wholly-owned subsidiary of the Seller (“SerEnergy”) and fischer eco solutions GmbH, a German limited liability company and a wholly-owned subsidiary of the Seller (“FES” and together with SerEnergy, the “Target Companies”), together with certain outstanding shareholder loan receivables. As consideration for the transactions contemplated by the Purchase Agreement, on the Closing Date, the Company paid to the Seller €15,000,000 in cash and on August 31, 2021, the Company issued to the Seller 5,124,846 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”). From the respective acquisition, $29.2 million has been recognized as Goodwill to the consolidated Balance Sheet.
Pursuant to the Purchase Agreement, the Company acquired SerEnergy and FES, the fuel cell systems business of fischer Group. SerEnergy is a leading manufacturer of 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. FES operates a facility on fischer Group’s campus in Achern, Germany, and Advent agreed to lease that respective portion of the facility at the closing of the Acquisition.
Announced Projects White Dragon & Green HiPo (4.65GW Green Hydrogen & 400MW Fuel Cells), approved by Greek Government and submitted to EU
On September 7, 2021, Advent announced that two Greek Important Projects of Common European Interest (“IPCEI”) had been approved by the Greek Minister of Development and Investments and the Greek Minister of Environment, Energy, and Climate Change. The programs submitted by Advent and the White Dragon consortium of companies aspire to replace Greece’s largest coal-fired plants with renewable solar energy parks, which will be supported by green hydrogen production (4.65GW), and fuel cell heat and power production (400MW). The projects are part of the "Hydrogen Technologies" IPCEI and will now move towards approval at the European Union ("EU") level. As a next step, Advent will demonstrate before the European Commission the economic, environmental, financial, social, and technical feasibility of the projects and the positive spillover effects to the European economy and society. Advent hopes to receive final notification from the European Commission by mid-2022. If approved, the Company will be the technology partner for an €8 billion project.
Collaboration with the DOE
The efforts with the constellation of Department of Energy National Laboratories (Los Alamos National Laboratory, LANL; Brookhaven National Laboratory, BNL; National Renewable Energy Laboratory, NREL) continue to gain momentum. This group of leading scientists and engineers is working closely with Advent’s development and manufacturing teams and are furthering the understanding of breakthrough materials that will advance HT-PEM fuel cells. This next generation HT-PEM is well suited for heavy duty transportation, marine, and aeronautical applications, as well as delivering benefits in cost and lifetime for stationary power systems used in telecom and other remote power markets.
Advent Launches New Product Line, M-ZERØ™ Fuel Cells, to Significantly cut Methane Emissions in North America
The Advent M-ZERØ™ products, designed specifically to generate power in remote environments, will offer the ability to drop methane emissions to effectively zero where they replace methane polluting pneumatic injection technology. M-ZERØ™ will initially be deployed mainly in Canada and the United States with the ultimate goal of providing remote power to up to 185,000 oil and gas wellheads.
Selection of Wearable Fuel Cell for the DOD 2021 Validation Program
On March 31, 2021, we announced that UltraCell’s 50 W Reformed Methanol Wearable Fuel Cell Power System (“Honey Badger”) had been selected by the U.S. Department of Defense’s (“DOD”) National Defense Center for Energy and Environment (“NDCEE”) to take part in its demonstration/validation program for 2021. The NDCEE is a DOD program that addresses high-priority environmental, safety, occupational health, and energy technological challenges that are demonstrated and validated at active installations for military application. UltraCell’s “Honey Badger 50” fuel cell is the only fuel cell that is part of this program that supports the U.S. Army’s goal of having a technology-enabled force by 2028.
UltraCell Purchase Agreement
On February 18, 2021, Advent Technologies Inc., entered into a Membership Interest Purchase Agreement with Bren-Tronics, Inc. and UltraCell, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Seller (“UltraCell”) (the “Purchase Agreement”). Pursuant to the Purchase Agreement, and subject to the terms and conditions therein, on February 18, 2021, Advent acquired 100% of the issued and outstanding membership interests in UltraCell, for $4 million and a maximum of $6 million upon achievement of certain milestones. Advent also assumed the terms of Seller’s lease for property used in UltraCell’s operations in Livermore, California. From the respective acquisition, $0.6 million has been recognized as Goodwill to the consolidated Balance Sheet.
Leases
On February 5, 2021, the Company entered into a lease agreement by and among the Company, in its capacity as Tenant, and BP Hancock LLC, a Delaware limited liability company, in its capacity as Landlord. The lease provides for the rental by the Company of office space at 200 Clarendon Street, Boston, MA 02116 for use as the Company’s executive offices. Under the terms of the lease, the Company leases 6,041 square feet at an initial fixed annual rent of $456,095. The term of the lease is for five years (unless terminated as provided in the lease). The Company provided security in the form of a security deposit in the amount of $114,023.
On March 8, 2021, the Company entered into a lease for 21,401 square feet as a product development and manufacturing center at Hood Park in Charlestown, MA. Under the terms of the lease, the Company will pay an initial fixed annual rent of $1,498,070. The lease has a term of eight years and five months, with an option to extend for five years and is expected to commence in May 2022. The Company is obliged to provide security in the form of a security deposit in the amount of $750,000, upon commencement of the lease.
On August 31, 2021, the Company through its wholly owned subsidiary, FES, entered into a lease agreement by and among the Company, in its capacity as lessee, and fischer group SE & Co. KG, having its registered seat in Achern, in its capacity as lessor. The lease provides for the rental by the Company of office space, workspace and outdoor laboratory at 77855 Achern, Im Gewerbegebiet 7 for use by FES. Under the terms of the lease, the Company leases 1,017 square feet at a monthly basic rate of Euros 7,768 plus VAT. The lessor shall grant the lessee an option right to extend the lease by another five (5) years at the terms and conditions of the lease agreement (option term). The option right shall be exercised by written declaration of the Lessee, which must be delivered to the lessor not later than ninety days prior to the expiration of the fixed term. The lessee is entitled to terminate the lease early (even during fixed lease term or option term), to the end of each calendar quarter with a notice period of four (4) months. The lessee obliged to furnish security to the lessor upon occupying the leased premises. The Company provided security in the form of a parent guarantee for a maximum amount of Euro 30,000.
Comparability of Financial Information
Advent’s results of operations and statements of assets and liabilities may not be comparable between periods as a result of the Business Combination.
Key Factors Affecting Our Results
Advent believes that its performance and future success depend on several factors that present significant opportunities for Advent but also pose risks and challenges, including those discussed below.
Increased Customer Demand
Based on conversations with existing customers and incoming inquiries from new customers, Advent anticipates substantial increased demand for its fuel cell systems and MEAs from a wide range of customers as it scales up its production facilities and testing capabilities, and as the awareness of its MEA capabilities becomes widely known in the industry. Advent expects both its existing customers to increase order volume, and to generate substantial new orders from major organizations, with some of whom it is already in discussions regarding prospective commercial partnerships and joint development agreements. As of September 30, 2021, Advent was still generating a low level of revenues compared to its future projections and has not made any commercial sales to these major organizations.
Successful development of the Advanced MEA product
Advent’s future success depends in large part on the increasing integration of the hydrogen fuel cell into the energy transition globally over the next decade. In order to become cost-competitive with existing renewable power generation and energy storage technology and achieve widespread adoption, fuel cells will need to achieve substantial improvement in the cost/kw performance ratio delivered to prospective fuel cell customers, predominantly OEMs, System Integrators and major energy companies. Advent expects to play an important enabling role in the adoption of hydrogen fuel cells, as its MEA technology is the critical determining factor in the cost/kw performance ratio of the fuel cells. In partnership with the Los Alamos National Laboratory, Advent is currently developing its next generation MEA technology (“Advanced MEA”) which is anticipated to deliver as much as three times the power output of its current MEA product. While Advent is already projecting being able to pass through substantial cost benefits to its customers through economies of scale as it increases MEA production, the successful development of the Advanced MEA will be an important factor in delivering the required improvement in cost/kw performance to Advent’s customers.
Basis of Presentation
Advent’s unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The Company has determined that it operates in one reportable segment. See Note 1 “Basis of Presentation” in the accompanying unaudited condensed consolidated financial statements for more information.
Components of Results of Operations
Revenue, net
Revenues consist of sales of goods (MEAs, membranes, fuel cell stacks, fuel cell systems and electrodes). Advent expects revenues to increase materially and be weighted towards fuel cell systems and MEA sales over time, in line with the projected increase in MEA production in response to customer demand.
Cost of Revenues
Cost of revenues consists of consumables, raw materials, processing costs and direct labor costs associated with the assembly and manufacture of MEAs, membranes, fuel cell stacks and systems and electrodes. Advent expects cost of revenues to increase substantially in line with increased production.
Income from Grants
Income from grants consists of cash subsidies received from research agencies and other national and international organizations in support of Advent’s research and development activities. Advent expects to continue to be eligible for grant income and remains in discussion with a number of prospective grantors in relation to a number of product development activities.
Research and Development Expenses
Research and development expenses consist of costs associated with Advent’s research and development activities, such as laboratory costs and sample material costs. Advent expects its research and development activities to increase substantially as it invests in improved technology and products.
Administrative and Selling Expenses
Administrative and selling expenses consist of travel expenses, indirect labor costs, fees paid to consultants, third parties and service providers, taxes and duties, legal and audit fees, depreciation, business development salaries and limited marketing activities and stock-based compensation expense. Advent expects administrative and selling expenses to increase in line with MEA production and revenue as the business scales up, and as a result of operating as a public company, including compliance with the rules and regulations of the SEC, legal, audit, additional insurance expenses, investor relations activities and other administrative and professional services. Depreciation is also expected to increase as the Company invests in fixed assets in support of the scale-up of the business.
Other Income / Expenses
Other operating income / (expenses) consist of additional de minimis incidental operating income / (expenses) incurred by the business. These income / (expenses) are expected to remain at a de minimis level in the future.
Change in Fair Value of Warrant Liability
Change in fair value of warrant liability amounting to $15.8 million for the nine months ended September 30, 2021 represents the change in fair value of the Private Placement Warrants and Working Capital Warrants from February 4, 2021 to September 30, 2021.
Finance Costs
Finance costs consist mainly of bank charges. Finance costs are not anticipated to increase materially as Advent is not intending to take on substantial borrowings at the corporate level in the near future.
Foreign exchange differences, net
Foreign exchange differences, net consists of foreign exchange gains or losses and interest on deposits. As the Company scales up, its foreign exchange exposure is likely to increase given its revenues are denominated in both euros and dollars, and a portion of the Company’s costs are denominated in euros.
Amortization of intangibles
The intangible assets of $4.7 million recognized on the acquisition of UltraCell is the Trade Name “UltraCell” ($0.4 million) and the Patented Technology ($4.3 million). The Trade Name has an indefinite useful life while the Patented Technology has a useful life of 10 years, for which amortization expense of $(0.3) million has been recognized for the period from the acquisition date of UltraCell to September 30, 2021.
The intangible assets of $20.1 million recognized on the acquisition of SerEnergy and FES are the Patents amounting to $17.3 million, the Process know-how (IPR&D) amounting to $2.6 million and the Order backlog amounting to $0.2 million. The Patents have a useful life of 10 years, the Process know-how has a useful life of 6 years and the Order backlog has a useful life of 1 year. Amortization expense of $(0.2) million has been recognized in relation to these intangibles for the period from the acquisition date of SerEnergy and FES to September 30, 2021.
Income tax
Income tax amounting to $0.05 million for the nine months ended September 30, 2021 mainly relates to deferred income tax in respect to the intangible assets recognized upon the acquisition of SerEnergy and FES.
Results of Operations
Comparison of the Three Months Ended September 30, 2021 to Three Months Ended September 30, 2020
The following table sets forth a summary of our consolidated results of operations for the three months ended September 30, 2021 and 2020, and the changes between periods.
| | | Three months ended September 30, (Unaudited) | | | | | | | |
| | | 2021 | | | 2020 | | | $ change | | | % change | |
| Revenue, net | | $ | 1,673,998 | | | $ | 225,412 | | | $ | 1,448,586 | | | | 642.6 | % |
| Cost of revenues | | | (1,645,781 | ) | | | (90,477 | ) | | | (1,555,304 | ) | | | 1719.0 | % |
| Gross profit / (loss) | | | 28,217 | | | | 134,934 | | | | (106,717 | ) | | | (79.1 | )% |
| Income from grants | | | 507,606 | | | | 16,076 | | | | 491,530 | | | | 3057.6 | % |
| Research and development expenses | | | (893,215 | ) | | | (37,640 | ) | | | (855,575 | ) | | | 2273.0 | % |
| Administrative and selling expenses | | | (13,040,649 | ) | | | (886,629 | ) | | | (12,154,020 | ) | | | 1370.8 | % |
| Amortization of intangibles | | | (309,734 | ) | | | - | | | | (309,734 | ) | | | N/A | |
| Operating loss | | | (13,707,773 | ) | | | (773,258 | ) | | | (12,934,515 | ) | | | 1672.7 | % |
| Finance costs | | | (13,542 | ) | | | (1,712 | ) | | | (11,831 | ) | | | 691.1 | % |
| Fair value change of warrant liability | | | 2,421,874 | | | | - | | | | 2,421,874 | | | | N/A | |
| Foreign exchange differences, net | | | (15,256 | ) | | | (8,005 | ) | | | (7,251 | ) | | | 90.6 | % |
| Other income / (expenses), net | | | (15,960 | ) | | | 31,058 | | | | (47,017 | ) | | | (151.4 | )% |
| Loss before income tax | | | (11,330,657 | ) | | | (751,917 | ) | | | (10,578,740 | ) | | | 1406.9 | % |
| Income tax | | | 50,935 | | | | 3,101 | | | | 47,834 | | | | 1542.5 | % |
| Net loss | | $ | (11,279,722 | ) | | $ | (748,816 | ) | | $ | (10,530,905 | ) | | | 1406.3 | % |
| Net loss per share | | | | | | | | | | | | | | | | |
| Basic loss per share | | | (0.23 | ) | | | (0.03 | ) | | | (0.20 | ) | | | N/A | |
| Basic weighted average number of shares | | | 48,325,164 | | | | 23,182,817 | | | | N/A | | | | N/A | |
| Diluted loss per share | | | (0.23 | ) | | | (0.03 | ) | | | (0.20 | ) | | | N/A | |
| Diluted weighted average number of shares | | | 48,325,164 | | | | 23,182,817 | | | | N/A | | | | N/A | |
Revenue, net
Our total revenue from product sales increased by approximately $1.4 million or 642.6% from approximately $0.2 million in the three months ended September 30, 2020 to approximately $1.7 million in the three months ended September 30, 2021. The increase in revenue was related to a) increased demand from customers for Advent’s MEAs and other products, as a result of Advent’s customers increasing their own testing and usage of Advent’s products, b) revenue from UltraCell’s operations (acquired on February 19, 2021) and c) revenue from SerEnergy and FES’s operations (acquired on August 31, 2021).
Cost of Revenues
Cost of revenues increased by approximately $1.5 million from approximately $0.1 million in the three months ended September 30, 2020 to approximately $1.6 million in the three months ended September 30, 2021. The increase in cost of revenues was directly related to the increased revenues and the requirement for increased production of MEAs and fuel cell systems to satisfy customer demand, as well as, cost of revenues attributed to UltraCell’s, SerEnergy’s and FES’s operations.
Gross profit, which is revenue, net minus the cost of revenue, decreased to $0.03 million in the three months ended September 30, 2021 from $0.1 million for the three months ended September 30, 2020.
Research and Development Expenses
Research and development expenses were approximately $0.9 million in the three months ended September 30, 2021, primarily related to the Company’s cooperative research and development agreement with the U.S. Department of Energy, as well as the research and development costs of SerEnergy and FES in the month of September.
Administrative and Selling Expenses
Administrative and selling expenses were approximately $13.0 million in the three months ended September 30, 2021, and $0.9 million in the three months ended September 30, 2020. The increase was primarily due to the increased number of employees from period to period in the Greece and Boston offices, as well as the recognition of stock-based compensation expense of $3.4 million in the three months ended September 2021, costs related to the acquisition of SerEnergy/FES and a non-recurring $2.4 million charge for executive severance.
Change in fair value of Warrant Liability
The change in fair value of warrant liability amounting to $2.4 million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants during the three months ended September 30, 2021.
Comparison of the Nine Months Ended September 30, 2021 to Nine Months Ended September 30, 2020
The following table sets forth a summary of our consolidated results of operations and consolidated results of cash flows for the nine months ended September 30, 2021 and 2020, and the changes between periods.
| | | Nine months ended September 30, (Unaudited) | | | | | | | |
| | | 2021 | | | 2020 | | | $ change | | | % change | |
| Revenue, net | | $ | 4,166,754 | | | $ | 526,032 | | | $ | 3,640,722 | | | | 692.1 | % |
| Cost of revenues | | | (2,662,476 | ) | | | (374,430 | ) | | | (2,288,046 | ) | | | 611.1 | % |
| Gross profit | | | 1,504,278 | | | | 151,602 | | | | 1,352,677 | | | | 892.3 | % |
| Income from grants | | | 631,787 | | | | 159,182 | | | | 472,606 | | | | 296.9 | % |
| Research and development expenses | | | (1,561,049 | ) | | | (81,273 | ) | | | (1,479,776 | ) | | | 1,820.7 | % |
| Administrative and selling expenses | | | (27,558,242 | ) | | | (1,641,063 | ) | | | (25,917,179 | ) | | | 1,579.3 | % |
| Amortization of intangibles | | | (467,447 | ) | | | - | | | | (467,447 | ) | | | N/A | |
| Operating loss | | | (27,450,672 | ) | | | (1,411,552 | ) | | | (26,039,120 | ) | | | 1,844.7 | % |
| Finance costs | | | (26,961 | ) | | | (4,749 | ) | | | (22,212 | ) | | | 467.7 | % |
| Fair value change of warrant liability | | | 15,833,334 | | | | - | | | | 15,833,334 | | | | N/A | |
| Foreign exchange differences, net | | | (2,141 | ) | | | (26,584 | ) | | | 24,443 | | | | (91.9 | )% |
| Other income / (expenses), net | | | 78,146 | | | | 24,848 | | | | 53,298 | | | | 214.5 | % |
| Loss before income tax | | | (11,568,294 | ) | | | (1,418,037 | ) | | | (10,150,257 | ) | | | 715.8 | % |
| Income tax | | | 50,935 | | | | - | | | | 50,935 | | | | N/A | |
| Net loss | | $ | (11,517,359 | ) | | $ | (1,418,037 | ) | | $ | (10,099,322 | ) | | | 712.2 | % |
| Net loss per share | | | | | | | | | | | | | | | | |
| Basic loss per share | | | (0.26 | ) | | | (0.07 | ) | | | (0.19 | ) | | | N/A | |
| Basic weighted average number of shares | | | 43,982,039 | | | | 21,180,639 | | | | N/A | | | | N/A | |
| Diluted loss per share | | | (0.26 | ) | | | (0.07 | ) | | | (0.19 | ) | | | N/A | |
| Diluted weighted average number of shares | | | 43,982,039 | | | | 21,180,639 | | | | N/A | | | | N/A | |
| | | Nine months ended September 30, (Unaudited) | | | | | | | |
| | | 2021 | | | 2020 | | | $ change | | | % change | |
| Net Cash used in Operating Activities | | $ | (24,690,329 | ) | | $ | (1,045,004 | ) | | $ | (23,645,325 | ) | | | 2,262.7 | % |
| | | | | | | | | | | | | | | | | |
| Cash Flows from Investing Activities: | | | | | | | | | | | | | | | | |
| Purchases of property and equipment | | | (2,658,584 | ) | | | (89,123 | ) | | | (2,569,463 | ) | | | 2,883.1 | % |
| Advances for the acquisition of property and equipment | | | (1,917,856 | ) | | | - | | | | (1,917,856 | ) | | | N/A | |
| Acquisition of a subsidiary, net of cash acquired | | | (19,425,378 | ) | | | - | | | | (19,425,378 | ) | | | N/A | |
| Net Cash used in Investing Activities | | $ | (24,001,818 | ) | | $ | (89,123 | ) | | $ | (23,912,697 | ) | | | 26,831.2 | % |
| | | | | | | | | | | | | | | | | |
| Cash Flows from Financing Activities: | | | | | | | | | | | | | | | | |
| Business Combination and PIPE financing, net of issuance costs paid | | | 141,120,851 | | | | - | | | | 141,120,851 | | | | N/A | |
| Proceeds of issuance of preferred stock | | | - | | | | 1,430,005 | | | | (1,430,005 | ) | | | (100.0 | )% |
| Proceeds from issuance of non-vested stock awards | | | - | | | | 21,736 | | | | (21,736 | ) | | | (100.0 | )% |
| Repurchase of shares | | | - | | | | (69,430 | ) | | | 69,430 | | | | (100.0 | )% |
| Proceeds of issuance of common stock and paid-in capital from warrants exercise | | | 262,177 | | | | - | | | | 262,177 | | | | N/A | |
| State loan proceeds | | | 113,377 | | | | - | | | | 113,377 | | | | N/A | |
| Repayment of convertible promissory notes | | | - | | | | (500,000 | ) | | | 500,000 | | | | (100.0 | )% |
| Net Cash provided by Financing Activities | | $ | 141,496,405 | | | $ | 882,311 | | | $ | 140,614,094 | | | | 15,937.0 | % |
| | | | | | | | | | | | | | | | | |
| Net increase in cash and cash equivalents | | $ | 92,804,258 | | | $ | (251,815 | ) | | $ | 93,056,072 | | | | (36,954.1 | )% |
| Effect of exchange rate changes on cash and cash equivalents | | | (827,624 | ) | | | (17,918 | ) | | | (809,707 | ) | | | 4,519.1 | % |
| Cash and cash equivalents at the beginning of the period | | | 515,734 | | | | 1,199,015 | | | | (683,281 | ) | | | (57.0 | )% |
| Cash and cash equivalents at the end of the period | | $ | 92,492,367 | | | $ | 929,283 | | | $ | 91,563,084 | | | | 9,853.1 | % |
Revenue, net
Our total revenue from product sales increased by approximately $3.6 million or 692.1% from approximately $0.5 million in the nine months ended September 30, 2020 to approximately $4.2 million in the nine months ended September 30, 2021. The increase in revenue was related to a) increased demand from customers for Advent’s MEAs and other products, as a result of Advent’s customers increasing their own testing and usage of Advent’s products, b) revenue from UltraCell’s operations (acquired on February 19, 2021) and c) revenue from SerEnergy’s and FES’s operations (acquired on August 31, 2021).
Cost of Revenues
Cost of revenues increased by approximately $2.3 million from approximately $0.4 million in the nine months ended September 30, 2020 to approximately $2.7 million in the nine months ended September 30, 2021. The increase in cost of revenues was directly related to the increased revenues and the requirement for increased production of MEAs and fuel cell systems to satisfy customer demand, as well as, cost of revenues attributed to UltraCell’s, SerEnergy’s and FES’s operations.
Gross profit, which is revenue, net minus the cost of revenue, increased to $1.5 million in the nine months ended September 30, 2021 from $0.2 million in the nine months ended September 30, 2020.
Research and Development Expenses
Research and development expenses were approximately $1.6 million in the nine months ended September 30, 2021, primarily related to the Company’s cooperative research and development agreement with the U.S. Department of Energy, as well as the research and development costs at SerEnergy and FES in the month of September.
Administrative and Selling Expenses
Administrative and selling expenses were approximately $27.6 million in the nine months ended September 30, 2021, and $1.6 million in the nine months ended September 30, 2020. The increase was primarily due to one-time transaction costs following the Business Combination amounting to $5.9 million, the increased personnel in the Greece and Boston offices, the recognition of stock-based compensation expense amounting to $4.1 million, costs related to the acquisition of SerEnergy/FES and a non-recurring $2.4 million charge for executive severance.
Change in fair value of Warrant Liability
The change in fair value of warrant liability amounting to $15.8 million was due to the change in fair value of the Private Placement Warrants and Working Capital Warrants from February 4, 2021 to September 30, 2021.
Liquidity and Capital Resources
As of the date of this filing of the Quarterly Report on Form 10-Q, Advent’s existing cash resources and projected cash flows are anticipated to be sufficient to support planned operations for the next 12 months after the date hereof. This is based on the amount of cash we raised in the Business Combination and projected results over the next 12 months.
Cash flows from Operating Activities
Advent’s cash flows from operating activities reflect the income statement position adjusted for working capital movements in current assets and liabilities. As Advent grows, it expects that operating cash flows will be affected by increased working capital needs to support growth in personnel-related expenditures and fluctuations in accounts receivable, inventory, accounts payable and other current assets and liabilities.
Net cash used in operating activities was approximately $(24.7) million for the nine months ended September 30, 2021, which related to outflows in connection with one-time transaction costs, administrative and selling expenses and costs associated with insurances services and other consulting services.
Net cash used in operating activities was approximately $(1.0) million for the nine months ended September 30, 2020, mainly related to payments to suppliers, net of receipts from customers.
Cash Flows from Investing Activities
Advent’s cash flows from investing activities was approximately $(24.0) million for the nine months ended September 30, 2021, which related to the acquisition of fixed assets and the amounts paid for the acquisition of UltraCell LLC on February 18, 2021 and the acquisition of SerEnergy and FES on August 31, 2021, net of cash acquired. Advent expects to invest substantially in fixed assets, plant and equipment in the near future as it executes its product development programs.
Advent’s cash flows from investing activities was approximately $(0.1) million for the nine months ended September 30, 2020, which related to the acquisition of fixed assets.
Cash Flows from Financing Activities
Advent’s cash flows from financing activities was approximately $141.5 million for the nine months ended September 30, 2021, which related to the cash amount contributed at the date of the Merger (February 4, 2021) and proceeds from issuance of common stock and additional paid-in capital from warrants exercise.
Advent’s cash flows from financing activities was approximately $0.9 million for the nine months ended September 30, 2020, which related to proceeds of issuance of preferred stock and repayment of loan.
Contract Assets and Contract Liabilities
A contract asset results when goods or services have been transferred to the customer, but payment is contingent upon a future event, other than the passage of time. As of September 30, 2021, Advent recognized contract assets of $0.9 million in the unaudited consolidated balance sheet. As of December 31, 2020, Advent recognized contract assets of $0.1 million in the consolidated balance sheet.
Advent recognizes contract liabilities when we receive customer payments in advance of the performance obligations being satisfied on our contracts. As of September 30, 2021, Advent recognized contract liabilities of $0.03 million in the unaudited consolidated balance sheet. As of December 31, 2020, Advent recognized contract liabilities of $0.2 million in the consolidated balance sheet.
Off-Balance Sheet Commitments and Arrangements
Since the date of our incorporation, Advent has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Critical Accounting Policies and Estimates
Advent’s financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires Advent to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet date, as well as the reported expenses incurred during the reporting period. Management bases its estimates on historical experience and on various other assumptions believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates, and such differences could be material to Advent’s financial statements.
Emerging Growth Company Status
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. Advent elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Advent, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time Advent is no longer considered to be an emerging growth company. At times, Advent may elect to early adopt a new or revised standard. See Note 2 in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about the recent accounting pronouncements adopted and the recent accounting pronouncements not yet adopted for the three months ending September 30, 2021 and 2020.
In addition, Advent intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, Advent intends to rely on such exemptions, Advent is not required to, among other things: (a) provide an auditor’s attestation report on Advent’s system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.
Advent will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of Advent’s first fiscal year following the fifth anniversary of the closing of the Business Combination, (b) the last date of Advent’s fiscal year in which Advent has total annual gross revenue of at least $1.1 billion, (c) the date on which Advent is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which Advent has issued more than $1.0 billion in non-convertible debt securities during the previous three years.
While Advent’s significant accounting policies are described in the notes to Advent’s financial statements (see Note 2 in the unaudited condensed consolidated financial statements), Advent believes that the following accounting policies require a greater degree of judgment and complexity. Accordingly, these are the policies Advent believes are the most critical to aid in fully understanding and evaluating Advent’s financial condition and results of operations.
Revenue Recognition from January 1, 2019
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), as amended, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. We adopted ASU No. 2014-09 on January 1, 2019, using the modified retrospective approach to all contracts not completed at the date of initial application. The prior period comparative information has not been restated and continues to be reported under the accounting guidance in effect for that period.
In accordance with ASC 606, revenue is recognized when control of the promised goods or services are transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those services. We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:
| • | identify the contract with a customer, |
| • | identify the performance obligations in the contract, |
| • | determine the transaction price, |
| • | allocate the transaction price to performance obligations in the contract, and |
| • | recognize revenue as the performance obligation is satisfied. |
With significant and recurring customers, we negotiate written master agreements as framework agreements (general terms and conditions of trading), following individual purchase orders. For customers with no master agreements, the approved purchase orders form the contract. Effectively, contracts under the revenue standard have been assessed to be the purchase orders agreed with customers.
We have assessed that each product sold is a single performance obligation because the promised goods are distinct on their own and within the context of the contract. In cases where the agreement includes customization services for the contracted products, we are providing integrated services; therefore, the goods are not separately identifiable, but are inputs to produce and deliver a combined output and form a single performance obligation within the context of the contract. Furthermore, we assessed whether it acts as a principal or agent in each of its revenue arrangements and has concluded that in all sales transactions it acts as a principal. Additionally, we, taking into consideration the guidance and indicative factors provided by ASC 606, concluded that it provides assurance type warranties (warranty period is up to 45 days) as it does not provide a service to the customer beyond fixing defects that existed at the time of sale. We, based on historical performance, current circumstances, and projections of trends, estimated that no allowance for returns as per warranty policy should be recognized, at the time of sale, accounted for under ASC 460, Guarantees.
Under ASC 606, we estimate the transaction price, including variable consideration, at the commencement of the contract and recognize revenue over the contract term, rather than when fees become fixed or determinable. In other words, where contracts with customers include variable consideration (i.e. volume rebates), we estimate at contract inception the variable consideration and adjust the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Furthermore, no material rights or significant financing components have been identified in our contracts. Payment terms generally include advance payment requirements. The time between a customer’s payment and the receipt of funds is less than one year. Payment terms are in the majority fixed and do not include variable consideration, except from volume rebates.
Revenue from satisfaction of performance obligations is recognized based on identified transaction price. The transaction price reflects the amount to which we have rights under the present contract. It is allocated to the distinct performance obligations based on standalone selling prices of the services promised in the contract. In cases of more than one performance obligation, we allocate transaction price to the distinct performance obligations in proportion to their observable stand-alone selling prices and recognize revenue as those performance obligations are satisfied.
In the majority of cases of product sales, revenue is recognized at a point in time when the customer obtains control of the respective goods that is, when the products are shipped from our facilities as control passes to the customer in accordance with agreed contracts and the stated shipping terms. In cases where the contract includes customization services, which one performance obligation is identified, revenue is recognized over time as our performance does not create an asset with alternative use and we have an enforceable right to payment for performance completed to date. We use the input method (i.e. cost-to cost method) to measure progress towards complete satisfaction of the performance obligation.
Income from grants and related deferred income
Grants include cash subsidies received from various institutions and organizations. Grants are recognized as other income. Such amounts are recognized in the consolidated statements of operations when all conditions attached to the grants are fulfilled.
Condition to the grants would not be fulfilled unless related costs have been characterized as eligible by the grantors, are actually incurred and there is certainty that costs are allowable. These grants are recognized as deferred income when received and recorded in income when the eligible and allowable related costs and expenses are incurred. Under all grant programs, a coordinator is specified. The coordinator, among other, receives the funding from the grantor and proceeds to its distribution to the parties agreed in the process specified in the program. We assessed whether it acts as a principal or agent in its role as a coordinator for specific grants and has concluded that in all related transactions it acts as an agent.
Goodwill
The Company allocates the fair value of purchase consideration transferred in a business acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired licenses, trade names, in process research and development ("R&D"), useful lives and discount rates, patents, customer clientele, customer contracts and know-how. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statement of operations.
For significant acquisitions, the Company obtains independent appraisals and valuations of the intangible (and certain tangible) assets acquired and certain assumed obligations as well as equity. The Company analyzes each acquisition individually and all acquisitions within each reporting period in aggregate to determine if those are material acquisitions in the context of ASC 805-10-50.
The estimated fair values and useful lives of identified intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, estimates of cost avoidance, the nature of the business acquired, the specific characteristics of the identified intangible assets and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, regulations affecting the business model of our operations, technological developments, economic conditions and competition.
We conduct a goodwill impairment analysis annually in the fourth fiscal quarter, as of October 1, and as necessary if changes in facts and circumstances indicate that the fair value of our reporting units may be less than their carrying amounts. When indicators of impairment do not exist and certain accounting criteria are met, we are able to evaluate goodwill impairment using a qualitative approach. When necessary, our quantitative goodwill impairment test consists of two steps. The first step requires that we compare the estimated fair value of our reporting units to the carrying value of the reporting unit’s net assets, including goodwill. If the fair value of the reporting unit is greater than the carrying value of its net assets, goodwill is not considered to be impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value of its net assets, we would be required to complete the second step of the test by analyzing the fair value of its goodwill. If the carrying value of the goodwill exceeds its fair value, an impairment charge is recorded. Currently, we identify one reporting unit.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We are currently not aware of any issues under review that could result in significant accruals or material deviation from our position. We are subject to income tax examinations by major taxing authorities.
The Company may be subject to potential examination by U.S. federal, state and city, and the Subsidiary may be subject to potential examination by the Greek taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with the U.S. federal, state and city and Greek tax laws. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into legislation. As part of the legislation, the U.S. corporate income tax rate was reduced from 35% to 21%, among other changes.
Warrant Liability
The Company accounts for the 26,369,557 warrants (comprising of 22,029,279 Public Warrants and 3,940,278 Private Placement Warrants) issued in connection with the Initial Public Offering and the 400,000 Working Capital Warrants issued at the consummation of the Business Combination in accordance with ASC 815-40-15-7D. If the warrants do not meet the criteria for equity treatment, they must be recorded as liabilities. We have determined that only the Private Placement Warrants and Working Capital Warrants must be recorded as liabilities and accordingly, the Company classifies these warrant instruments as liabilities at their fair value and adjusts the instruments to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company's statement of operations. The fair value of the Private Placement Warrants and the Working Capital Warrants has been determined using either the quoted price, if available, or was based on a modified Black-Scholes-Merton model. The fair value of the Private Placement Warrants and the Working Capital Warrants has been determined based on a modified Black-Scholes-Merton model for the quarter ended September 30, 2021.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by Advent as of the specified effective date. Unless otherwise discussed, Advent believes that the impact of recently issued standards that are not yet effective will not have a material impact on Advent’s financial position or results of operations under adoption.
See Note 2 in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption and Advent’s assessment, to the extent Advent has made one, of their potential impact on Advent’s financial condition and results of operations.
Supplemental Non-GAAP Measures and Reconciliations
In addition to providing measures prepared in accordance with GAAP, we present certain supplemental non-GAAP measures. These measures are EBITDA, Adjusted EBITDA and Adjusted Net Income / (Loss), which we use to evaluate our operating performance, for business planning purposes and to measure our performance relative to that of our peers. These non-GAAP measures do not have any standardized meaning prescribed by GAAP and therefore may differ from similar measures presented by other companies and may not be comparable to other similarly titled measures. We believe these measures are useful in evaluating the operating performance of the Company’s ongoing business. These measures should be considered in addition to, and not as a substitute for net income, operating expense and income, cash flows and other measures of financial performance and liquidity reported in accordance with GAAP. The calculation of these non-GAAP measures has been made on a consistent basis for all periods presented.
EBITDA and Adjusted EBITDA
These supplemental non-GAAP measures are provided to assist readers in determining our operating performance. We believe this measure is useful in assessing performance and highlighting trends on an overall basis. We also believe EBITDA and Adjusted EBITDA are frequently used by securities analysts and investors when comparing our results with those of other companies. EBITDA differs from the most comparable GAAP measure, net income / (loss), primarily because it does not include interest, income taxes, depreciation of property, plant and equipment, and amortization of intangible assets. Adjusted EBITDA adjusts EBITDA for transactional gains and losses, asset impairment charges, finance and other income and acquisition costs.
The following tables show a reconciliation of net income / (loss) to EBITDA and Adjusted EBITDA for the three and nine months ended September 30, 2021 and 2020.
| EBITDA and Adjusted EBITDA | | Three months ended September 30, (Unaudited) | | | | | | Nine months ended September 30, (Unaudited) | | | | |
| (in Millions of US dollars) | | 2021 | | | 2020 | | | $ change | | | 2021 | | | 2020 | | | $ change | |
| Net loss | | $ | (11.28 | ) | | $ | (0.75 | ) | | | (10.53 | ) | | $ | (11.52 | ) | | $ | (1.42 | ) | | | (10.10 | ) |
| Depreciation of property and equipment | | $ | 0.15 | | | $ | 0.01 | | | | 0.15 | | | $ | 0.18 | | | $ | 0.02 | | | | 0.16 | |
| Amortization of intangibles | | $ | 0.31 | | | $ | 0.00 | | | | 0.31 | | | $ | 0.47 | | | $ | 0.00 | | | | 0.47 | |
| Finance costs | | $ | 0.01 | | | $ | 0.00 | | | | 0.01 | | | $ | 0.03 | | | $ | 0.00 | | | | 0.02 | |
| Other income / (expenses), net | | $ | 0.02 | | | $ | (0.03 | ) | | | 0.05 | | | $ | (0.08 | ) | | $ | (0.02 | ) | | | (0.05 | ) |
| Foreign exchange differences, net | | $ | 0.02 | | | $ | 0.01 | | | | 0.01 | | | $ | 0.00 | | | $ | 0.03 | | | | (0.02 | ) |
| EBITDA | | $ | (10.77 | ) | | $ | (0.76 | ) | | | (10.01 | ) | | $ | (10.91 | ) | | $ | (1.39 | ) | | | (9.52 | ) |
| Net change in warrant liability | | $ | (2.42 | ) | | $ | - | | | | (2.42 | ) | | $ | (15.83 | ) | | $ | - | | | | (15.83 | ) |
| One-Time Transaction Related Expenses (1) | | $ | - | | | $ | - | | | | - | | | $ | 5.87 | | | $ | - | | | | 5.87 | |
| One-Time Transaction Related Expenses (2) | | $ | 0.89 | | | $ | - | | | | 0.89 | | | $ | 0.89 | | | $ | - | | | | 0.89 | |
| Executive severance (3) | | $ | 2.44 | | | $ | - | | | | 2.44 | | | $ | 2.44 | | | $ | - | | | | 2.44 | |
| Adjusted EBITDA | | $ | (9.86 | ) | | $ | (0.76 | ) | | | (9.10 | ) | | $ | (17.54 | ) | | $ | (1.39 | ) | | | (16.15 | ) |
(1) Bonus awarded after consummation of the Business Combination effective February 4, 2021.
(2) Transaction costs related to the acquisition of SerEnergy/FES.
(3) Former Financial Officer resignation.
Adjusted Net Income/(Loss)
This supplemental non-GAAP measure is provided to assist readers in determining our financial performance. We believe this measure is useful in assessing our actual performance by adjusting our results from continuing operations for changes in warrant liability and one-time transaction costs. Adjusted Net Loss differs from the most comparable GAAP measure, net income / (loss), primarily because it does not include one-time transaction costs and warrant liability changes. The following table shows a reconciliation of net income/(loss) for the three and nine months ended September 30, 2021 and 2020.
| Adjusted Net Loss | | Three months ended September 30, (Unaudited) | | | | | | Nine months ended September 30, (Unaudited) | | | | |
| (in Millions of US dollars) | | 2021 | | | 2020 | | | $ change | | | 2021 | | | 2020 | | | $ change | |
| Net loss | | $ | (11.28 | ) | | $ | (0.75 | ) | | | (10.53 | ) | | $ | (11.52 | ) | | $ | (1.42 | ) | | | (10.10 | ) |
| Net change in warrant liability | | $ | (2.42 | ) | | $ | - | | | | (2.42 | ) | | $ | (15.83 | ) | | $ | - | | | | (15.83 | ) |
| One-Time Transaction Related Expenses (1) | | $ | - | | | $ | - | | | | - | | | $ | 5.87 | | | $ | - | | | | 5.87 | |
| One-Time Transaction Related Expenses (2) | | $ | 0.89 | | | $ | - | | | | 0.89 | | | | 0.89 | | | $ | - | | | | 0.89 | |
| Executive severance (3) | | $ | 2.44 | | | $ | - | | | | 2.44 | | | $ | 2.44 | | | $ | - | | | | 2.44 | |
| Adjusted Net Loss | | $ | (10.37 | ) | | $ | (0.75 | ) | | | (9.62 | ) | | $ | (18.15 | ) | | $ | (1.42 | ) | | | (16.73 | ) |
(1) Bonus awarded after consummation of the Business Combination effective February 4, 2021.
(2) Transaction costs related to the acquisition of SerEnergy/FES.
(3) Former Financial Officer resignation.
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk. |
Advent is exposed to a variety of market and other risks, including the effects of changes in interest rates and inflation, as well as risks to the availability of funding sources, hazard events and specific asset risks.
Interest Rate Risk
Advent holds cash and cash equivalents for working capital, investment and general corporate purposes. As of September 30, 2021, Advent had a cash balance of approximately $92.5 million, consisting of operating and savings accounts which are not affected by changes in the general level of U.S. interest rates. Advent is not expected to be materially exposed to interest rate risk in the future as it intends to take on limited debt finance.
Inflation Risk
Advent does not believe that inflation currently has a material effect on its business.
Foreign Exchange Risk
Advent has costs and revenues denominated in euros, Danish Krone and Philippine pesos, and therefore is exposed to fluctuations in exchange rates. To date, Advent has not entered into any hedging transactions to mitigate the effect of foreign exchange due to the relatively low sums involved. As we increase in scale, we expect to continue to realize a portion of our revenues and costs in foreign currencies, and therefore expect to put in place appropriate foreign exchange risk mitigation features in due course.
| Item 4. | Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our President and Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial and accounting officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2021. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of September 30, 2021, and as a result of the material weakness described below, our President and Chief Executive Officer and our Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Report. Notwithstanding the identified material weakness, our management has concluded that the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in accordance with U.S. GAAP.
Remediation Efforts to Address the Previously Disclosed Material Weakness
As previously disclosed in Part I, Item 9A of our 2020 Annual Report, our management concluded that our disclosure controls and procedures and internal controls over financial reporting were not effective as of December 31, 2020 and December 31, 2019 due to a material weakness. The material weakness related to not having adequate controls over accounting for complex accounting instruments and, in particular, related to errors in the accounting for warrants issued in connection with AMCI's Initial Public Offering and recorded in its pre-Business Combination, historical consolidated financial statements through December 31, 2020. In response to this material weakness, we have and will continue to implement a number of actions, as described below. Our management is committed to ensuring that our internal controls over financial reporting are designed and operating effectively. As previously disclosed, our remediation plan includes, but is not limited to, that we will improve the process and controls in the determination of the appropriate accounting and classification of our financial instruments and key agreements. When fully implemented and operational, we believe the controls we have designed or plan to design will remediate the control deficiency that has led to the material weakness we have identified and strengthen our internal controls over financial reporting. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control over Financial Reporting
No changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) occurred during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. From time to time, we make changes to our internal control over financial reporting that are intended to enhance our effectiveness, and which do not have a material effect on our overall internal control over financial reporting. As a new public company, we continue the process of reviewing and documenting our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
PART II—OTHER INFORMATION
| Item 1. | Legal Proceedings. |
We are from time to time subject to various claims, lawsuits and other legal and administrative proceedings arising in the ordinary course of business. Some of these claims, lawsuits and other proceedings may involve highly complex issues that are subject to substantial uncertainties, and could result in damages, fines, penalties, non-monetary sanctions or relief. However, we do not consider any such claims, lawsuits or proceedings that are currently pending, individually or in the aggregate, to be material to our business or likely to result in a material adverse effect on our future operating results, financial condition or cash flows.
In addition to the other information set forth in this Quarterly Report, for a discussion of risk factors that could significantly and negatively affect our business, financial condition, results of operations, cash flows and prospects, see the disclosure under the heading “Risk Factors” in our 2020 Annual Report. Such risks described are not the only risks facing us. Additional risks and uncertainties not currently known to us, or that our management currently deems to be immaterial, also may adversely affect our business, financial condition, results of operations, cash flows or prospects. Except as presented below, there are no material changes to the risk factors described in the 2020 Annual Report.
We may experience difficulties integrating the operations of acquired companies into our business and in realizing the expected benefits of these acquisitions.
We completed the acquisition of SerEnergy and FES on August 31, 2021. Acquisitions involve numerous risks, any of which could harm our business and negatively affect our financial condition and results of operations. The success of our acquisition of FES and SerEnergy will depend in part on our ability to realize the anticipated business opportunities from combining their and our operations in an efficient and effective manner. These integration processes could take longer than anticipated and could result in the loss of key employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls, information technology systems, procedures and policies, any of which could adversely affect our ability to maintain relationships with customers, employees or other third parties, or our ability to achieve the anticipated benefits of the acquisitions, and could harm our financial performance. If we are unable to successfully or timely integrate the operations of FES and SerEnergy with our business, we may incur unanticipated liabilities and be unable to realize the revenue growth, synergies and other anticipated benefits resulting from the acquisitions, or fully offset the costs of the acquisition, and our business, results of operations and financial condition could be materially and adversely affected.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. |
None.
The following exhibits are being filed or furnished as part of this Quarterly Report on Form 10-Q:
Exhibit Number | | Description |
| | | |
| | Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | |
| | Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| | | |
| | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | | |
| | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| | | |
| 101 | | The following materials from the Quarterly Report on Form 10-Q of Advent Technologies Holdings, Inc. formatted in Inline XBRL: |
| | | |
| 104 | | The cover page from the Quarterly Report on Form 10-Q of Advent Technologies Holdings, Inc. for the quarter ended September 30, 2021 formatted in Inline XBRL and included as Exhibit 101 |
† | This certification will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically incorporated by reference into such filing. |
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 thereunto duly authorized.
| Date: November 15, 2021 | ADVENT TECHNOLOGIES HOLDINGS, INC. |
| | |
| | By: | /s/ Kevin Brackman |
| | | Kevin Brackman |
| | | Chief Financial Officer |
| | | (Authorized Officer; Principal Financial and Accounting Officer) |
